HomeMy WebLinkAbout2014 Limited Tax General Obligation Bonds - $3,850,000 (Ord 2465 - Redevelopment of Urban Renewal Area)2014 Limited Tax General Obligation Bonds
Redevelopment of Urban Renewal Area
$3,850,000
FOSTER PEPPERP.
TRANSCRIPT OF PROCEEDINGS
CITY OF TUKWILA, WASHINGTON
$3,850,000
LIMITED TAX GENERAL OBLIGATION BONDS, 2014
Bonds Dated: December 16, 2014
Closing Date: December 16, 2014
Bond Counsel
FOSTER PEPPER PLLC
CITY OF TUKWILA, WASHINGTON
$3,850,000
LIMITED TAX GENERAL OBLIGATION BONDS, 2014
INDEX OF PROCEEDINGS
Document Tab
Ordinance No. 2465 (Bond Ordinance) 1
Ordinance No. 2472 (Amending the Bond Ordinance) 2
Affidavits of Publication of Ordinance No. 2465 and 2472 3
Bond Purchase Agreement 4
Certificates Relating to Debt Capacity 5
Calculation of Debt Limit
Certificate of Assessed Valuation
Certificate of General Obligation Debt Outstanding
Issuer's Closing Certificate 6
Certificates of Manual Signature 7
Signature Identification Certificate 8
State Bond Report Form 9
Certificate Regarding Registration of Bonds 10
Specimen Bond 11
Receipt for Payment 12
Purchaser's Receipt and Certificate 13
Legal Opinion 14
Closing Memorandum 15
City of Tukwila
Washington f �'
Ordinance No. .1. f b
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING
INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND
DELIVERY OF $3,850,000 AGGREGATE PRINCIPAL AMOUNT OF
LIMITED TAX GENERAL OBLIGATION BONDS TO PROVIDE
FUNDS TO CARRY OUT LAND ACQUISITION AND CAPITAL
COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S
URBAN RENEWAL AREA, AND TO PAY THE COSTS OF
ISSUANCE AND SALE OF THE BONDS; FIXING CERTAIN TERMS
AND COVENANTS OF THE BONDS; AND PROVIDING FOR
OTHER RELATED MATTERS; PROVIDING FOR SEVERABILITY;
AND ESTABLISHING AN EFFECTIVE DATE.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Findings and Determinations. The City takes note of the following
facts and makes the following findings and determinations:
(a) Authority and Description of Project. The City has previously passed
Ordinance No. 1898 designating an urban renewal area and finding that certain blighted
property exists within that area requiring the exercise of community renewal powers
under Chapter 35.81 RCW. The City is in need of funds to carry out those community
renewal powers including, but not limited to, land acquisition, demolition, site
preparation and other related redevelopment powers and costs incidental thereto. The
City Council therefore finds that it is in the best interests of the City to issue the Bonds
to finance the Project.
(b) Plan of Financing. Pursuant to applicable law, including, without limitation,
Chapters 35.37, 35,81, 35A.40, 39.36, 39.44 and 39.46 RCW, the City is authorized to
issue general obligation bonds for the purpose of financing the Project. The total
expected cost of the Project is approximately $6,100,000, which is expected to be made
up of proceeds of the Bonds, loans, grants and other available money of the City.
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(c) Debt Capacity. The maximum amount of indebtedness authorized by this
ordinance is $3,850,000. Based on the following facts, this amount is to be issued
within the amount permitted to be issued by the City for general municipal purposes
without a vote:
(1) The assessed valuation of the taxable property within the City as
ascertained by the last preceding assessment for City purposes for collection in the
calendar year 2014 is $4,756,373,688.
(2) As of November 1, 2014, the City has limited tax general obligation
indebtedness, consisting of bonds, notes, leases and conditional sales contracts
outstanding in the principal amount of $21,307,728, which is incurred within the limit of
up to 1'/2% of the value of the taxable property within the City permitted for general
municipal purposes without a vote.
(3) As of November 1, 2014, the City has no unlimited tax general obligation
indebtedness for general municipal purposes; for City -owned water, artificial light, and
sewers; and for acquiring or developing open space, park facilities, and capital facilities
associated with economic development.
(d) The Bonds. For the purpose of providing the funds necessary to carry out the
Project and to pay the costs of issuance and sale of the Bonds, the City Council finds
that it is in the best interests of the City and its taxpayers to issue and sell the Bonds to
the Purchaser, pursuant to the terms set forth in the Bond Purchase Agreement
consistent with this ordinance.
Section 2. Definitions. As used in this ordinance, the following capitalized terms
shall have the following meanings:
(a) "Authorized Denomination" means $1,000 or any integral multiple thereof within
a maturity.
(b) "Bond' means each bond issued pursuant to and for the purposes provided in
this ordinance.
(c) "Bond 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) "2014 Bond Account" means the Limited Tax General Obligation Bond Account,
2014, of the City created for the payment of the principal of and interest on the Bonds.
(e) "Bond Purchase Agreement" means an offer to purchase the Bonds, setting
forth certain terms and conditions of the issuance, sale and delivery of those Bonds,
which offer the designated representative is authorized to accept if consistent with this
ordinance.
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(f) "Bond Register" means the books or records maintained by the Bond Registrar
for the purpose of identifying ownership of each Bond.
(g) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar
selected by the City.
(h) "City' means the City of Tukwila, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(i) "City Council' means the legislative authority of the City, as duly and regularly
constituted from time to time.
(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.
(1) "Fiscal Agent" means the fiscal agent of the State, as the same may be
designated by the State from time to time.
(m) "Issue Date" means, with respect to a Bond, the date of initial issuance and
delivery of that Bond to the Purchaser in exchange for the purchase price of that Bond.
(n) "MSRB" means the Municipal Securities Rulemaking Board.
(o) "Project' means capital expenditures relating to the exercise of community
renewal powers under chapter 35.81 RCW within the urban renewal area designated by
the City in Ordinance No. 1898, including but not limited to land acquisition, demolition,
site preparation and other redevelopment activities, and any incidental costs associated
with the foregoing, all as deemed necessary and advisable by the City Council. The
term "land" includes all real property and all appurtenant improvements, structures and
interests therein.
(p) "Purchaser" means Zions First National Bank of Salt Lake City, Utah.
(q) "Record Date" means the Bond Registrar's close of business on the 15th day of
the month preceding an interest payment date. With respect to redemption of a Bond
prior to its maturity, the Record Date shall mean the Bond Registrar's close of business
on the date on which the Bond Registrar sends the notice of redemption in accordance
with Section 8.
(r) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register.
(s) "State" means the State of Washington.
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(t) "System of Registration" means the system of registration for the City's bonds
and other obligations set forth in Ordinance No. 1338 of the City.
(u) "Term Bond' means each Bond designated as a Term Bond and subject to
mandatory redemption in the years and amounts set forth in the Bond Purchase
Agreement.
(v) "Urban Renewal Project Fund' means the Facilities Fund 302 of the City
created for the purpose of carrying out the Project.
Section 3. Authorization and Description of Bonds. The City is authorized to
borrow money on the credit of the City and issue negotiable limited tax general
obligation bonds evidencing indebtedness in the aggregate principal amount of
$3,850,000 to provide funds necessary to carry out the Project and to pay the costs of
issuance and sale of the Bonds. The proceeds of the Bonds allocated to paying the
cost of the Project shall be deposited as set forth in Section 7 of this ordinance and shall
be used to carry out the Project, or a portion of the Project, in such order of time as the
City determines is advisable and practicable.
The Bonds shall be called the City of Tukwila, Washington, Limited Tax General
Obligation Bonds, 2014 (Taxable), and shall be issued in the aggregate principal
amount of $3,850,000. The Bonds shall be dated the Issue Date; shall be issued in
Authorized Denominations; and shall be numbered separately in the manner and with
any additional designation as the Bond Registrar deems necessary for purposes of
identification.
The Bonds are serial and term in form and shall mature on the dates and in the
principal amounts set forth in Exhibit A, which is attached to this ordinance and
incorporated by this reference. The Bonds shall bear interest at the fixed rates per
annum, which shall reset as set forth in Exhibit A, and are payable on the dates set forth
in Exhibit A. Interest on the Bonds will be paid on each June 1 and December 1,
beginning June 1, 2015. Interest will be computed on the basis of a 360 -day year
consisting of twelve 30 -day months.
Section 4. Bond Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. Each Bond shall be issued only in registered form as
to both principal and interest and the ownership of each Bond shall be recorded on the
Bond Register. The Bonds will be initially registered in the name of the Purchaser and
will not be registered through a securities depository.
(b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond
Registrar. The Bond Registrar shall keep, or cause to be kept, sufficient books for the
registration and transfer of the Bonds, which shall be open to inspection by the City at
all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and
deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds
and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all
of the Bond Registrar's powers and duties under this ordinance and the System of
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Registration. The Bond Registrar shall be responsible for its representations contained
in the Bond Registrar's Certificate of Authentication on each Bond. The Bond Registrar
may become an owner with the same rights it would have if it were not the Bond
Registrar and, to the extent permitted by law, may act as depository for and permit any
of its officers or directors to act as members of, or in any other capacity with respect to,
any committee formed to protect the rights of owners.
(c) Bond Register; Transfer and Exchange. The Bond Register shall contain the
name and mailing address of each Registered Owner and the principal amount and
number of each Bond held by each Registered Owner. A Bond surrendered to the
Bond Registrar may be exchanged for a Bond or Bonds in any Authorized
Denomination of an equal aggregate principal amount and of the same interest rate and
maturity. A Bond may be assigned or transferred only in Authorized Denominations and
only if endorsed in the manner provided thereon and surrendered to the Bond Registrar,
accompanied by the representations of the transferor as set forth thereon. Any such
transfer shall be without cost to the owner or transferee and shall be noted in the Bond
Register. The Bond Registrar shall not be obligated to transfer the Registered
Ownership of a Bond during the 15 days preceding any principal or interest payment
date or any prepayment date.
Section 5. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this ordinance and State law. Each Bond shall be
signed by the Mayor and the City Clerk, either or both of whose signatures may be
manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall
be impressed or printed thereon. If any officer whose manual or facsimile signature
appears on a Bond ceases to be an officer of the City authorized to sign bonds before
the Bond bearing his or her manual or facsimile signature is authenticated by the Bond
Registrar, or issued or delivered by the City, that Bond nevertheless may be
authenticated, issued and delivered and, when authenticated, issued and delivered,
shall be as binding on the City as though that person had continued to be an officer of
the City authorized to sign bonds. Any Bond also may be signed on behalf of the City
by any person who, on the actual date of signing of the Bond, is an officer of the City
authorized to sign bonds, although he or she did not hold the required office on its Issue
Date.
(b) Authentication. Only a Bond bearing a Certificate of Authentication in
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of
Authentication. This Bond is one of the fully registered City of Tukwila, Washington,
Limited Tax General Obligation Bonds, 2014 (Taxable), described in the Bond
Ordinance." The authorized signing of a Certificate of Authentication shall be
conclusive evidence that the Bond so authenticated has been duly executed,
authenticated and delivered and is entitled to the benefits of this ordinance.
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Section 6. Payment of Bonds. Both principal of and interest on each Bond shall
be payable in lawful money of the United States of America. Interest on each Bond is
payable by electronic transfer on the interest payment date, or by check or draft of the
Bond Registrar mailed on the interest payment date to the Registered Owner at the
address appearing on the Bond Register on the Record Date. Principal of each Bond is
payable upon presentation and surrender of the Bond by the Registered Owner to the
Bond Registrar. The Bonds are not subject to acceleration under any circumstances.
Section 7. Funds and Accounts; Deposit of Proceeds.
(a) 2014 Bond Account. The 2014 Bond Account is created within the City's
general obligation bond repayment fund for the sole purpose of paying principal of and
interest on the Bonds. Bond proceeds in excess of the amounts needed to pay the
costs of the Project and the costs of issuance, if any, shall be deposited into the 2014
Bond Account. All amounts allocated to the payment of the principal of and interest on
the Bonds shall be deposited in the 2014 Bond Account as necessary for the timely
payment of amounts due with respect to the Bonds. The principal of and interest on the
Bonds shall be paid out of the 2014 Bond Account. Until needed for that purpose, the
City may invest money in the 2014 Bond Account temporarily in any legal investment,
and the investment earnings shall be retained in the 2014 Bond Account and used for
the purposes of that fund.
(b) Project Fund. The Project Fund has been previously created as a fund of the
City for the purpose of paying the costs of the Project. Proceeds received from the sale
and delivery of the Bonds shall be deposited into the Project Fund and used to pay the
costs of the Project and costs of issuance of the Bonds. Until needed to pay such
costs, the City may invest those proceeds temporarily in any legal investment, and the
investment earnings shall be retained in the Project Fund and used for the purposes of
that fund, except that earnings subject to a federal tax or rebate requirement (if
applicable) may be withdrawn from the Project Fund and used for those tax or rebate
purposes.
Section 8. Redemption and Purchase of Bonds.
(a) Optional Redemption and Notice. The Bonds maturing on or after
December 1, 2019 shall be subject to redemption at the option of the City as set forth in
Exhibit A at any time upon written notice to the Registered Owner or Owners of the
Bonds to be redeemed, given at least 30 days prior to the date set for redemption.
(b) Mandatory Redemption. The Term Bond maturing in 2034 shall be redeemed
in i annual installments of principal, plus accrued interest, on the dates and in the
amounts as set forth in Exhibit A. If the City opts to redeem any portion of the principal
amount of the Term Bond under the optional redemption provisions of subsection (a),
above, such optional redemption shall be credited against one or more scheduled
mandatory redemption installments for that Term Bond in the manner determined by the
City. The City shall notify the Bond Registrar in writing of its allocation of such credit
prior to the next principal installment payment date.
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(c) Selection of Bonds for Redemption; Partial Redemption. If fewer than all of
the outstanding Bonds are to be redeemed under the optional redemption provisions in
subsection (a), above, the City shall select the maturities to be redeemed. All or a
portion of the principal amount of any Bond that is to be redeemed may be redeemed in
any Authorized Denomination. If less than all of the outstanding principal amount of any
Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be
issued to the Registered Owner, without charge, a new Bond (or Bonds, at the option of
the Registered Owner) of the same maturity and interest rate in any Authorized
Denomination in the aggregate principal amount to remain outstanding.
Section 9. Failure To Pay Bonds. If the principal of any Bond is not paid when
the Bond is properly presented at its maturity or date fixed for redemption, the City shall
be obligated to pay interest on that Bond at the same rate provided in the Bond from
and after its maturity or date fixed for redemption until that Bond, both principal and
interest, is paid in full or until sufficient money for its payment in full is on deposit in the
2014 Bond Account, or in a trust account established to refund or defease the Bond,
and the Bond has been called for payment by giving notice of that call to the Registered
Owner.
Section 10. Pledge of Taxes. The Bonds constitute a general indebtedness of
the City and are payable from tax revenues of the City and such other money as is
lawfully available and pledged by the City for the payment of principal of and interest on
the Bonds. For as long as any of the Bonds are outstanding, the City irrevocably
pledges that it shall, in the manner provided by law within the constitutional and
statutory limitations provided by law without the assent of the voters, include in its
annual property tax levy amounts sufficient, together with other money that is lawfully
available, to pay principal of and interest on the Bonds as the same become due. The
full faith, credit and resources of the City are pledged irrevocably for the prompt
payment of the principal of and interest on the Bonds and such pledge shall be
enforceable in mandamus against the City.
Section 11. Sale and Delivery of the Bonds.
(a) Approval of Bond Purchase Agreement; Delivery of Bonds. The Finance
Director is appointed as the City's designated representative authorized to accept an
offer to purchase the Bonds pursuant to the terms of a written Bond Purchase
Agreement, to be presented to the City by the Purchaser if such agreement is
consistent with the terms described herein, and with such additional terms and
covenants as she deems advisable.
(b) Preparation, Execution and Delivery of the Bonds. The Bonds will be
prepared at City expense and will be delivered to the Purchaser in accordance with the
Bond Purchase Agreement, together with the approving legal opinion of Bond Counsel
regarding the Bonds.
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Section 12. Financial Reporting Requirements. The City agrees to provide to
the Purchaser:
(i) via the Electronic Municipal Market Access ("EMMA") system of the
Municipal Securities Rulemaking Board (the "MSRB"), its annual financial
statements by September 30 of each year prepared (except as noted in the
financial statements) in accordance with applicable generally accepted
accounting principles applicable to local governmental units of the State of
Washington such as the City, as such principles may be changed from time to
time, which statements may be unaudited, provided, that if and when audited
financial statements are prepared and available they will be provided; and
(ii) directly to the Purchaser, such additional financial information as the
Purchaser may reasonably request.
Notwithstanding the foregoing, the City and Purchaser agree and acknowledge that
this paragraph does not and is not intended to constitute an "undertaking" to provide
continuing disclosure under Rule 15c-2(12) of the United States Securities and
Exchange Commission, and the Issuer makes no representation regarding its prior
compliance with any such undertaking that it may have entered into with respect to its
outstanding bonds and obligations.
Section 13. General Authorization and Ratification. The appropriate officers of
the City are severally authorized to take such actions and to execute such documents
as in their judgment may be necessary or desirable to carry out the transactions
contemplated in connection with this ordinance, and to do everything necessary for the
prompt delivery of the Bonds to the Purchaser and for the proper application, use and
investment of the proceeds of the Bonds. All actions taken prior to the effective date of
this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 14. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section/subsection numbering.
Section 15. Severability. The provisions of this ordinance are declared to be
separate and severable. If a court of competent jurisdiction, all appeals having been
exhausted or all appeal periods having run, finds any provision of this ordinance to be
invalid or unenforceable as to any person or circumstance, such offending provision
shall, if feasible, be deemed to be modified to be within the limits of enforceability or
validity. However, if the offending provision cannot be so modified, it shall be null and
void with respect to the particular person or circumstance, and all other provisions of
this ordinance in all other respects, and the offending provision with respect to all other
persons and all other circumstances, shall remain valid and enforceable.
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Section 16. Effective Date. This ordinance or a summary thereof shall be
published in the official newspaper of the City, and shall take effect and be in full force
five days after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this I ST day of 7e e ,,,, b,2,/" , 2014.
ATTEST/AUTHENTICATED:
Christy O'Flah rty, MMC, City CI
APPROVED AS TO FORM BY:
Bond Counsel
Filed with the City Clerk:
Passed by the City Council:
Published:
Effective Date:
Ordinance Number:
Attachment: Exhibit A, Description of the Bonds
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Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
Principal Amount:
Purchase Price:
Interest Payment Dates:
Maturity and Interest Rates:
$3,850,000
$3,850,000 (par amount of the Bonds)
June 1 and December 1, commencing June 1, 2015.
The Bonds shall mature on the dates and bear interest at
the initial rates (computed on the basis of a 360 -day year of
twelve 30 -day months), as follows:
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 2014 (Taxable)
Maturity Principal Interest Maturity Principal Interest
(Dec 1) Amount Rate (Dec 1) Amount Rate
(
2015 $141,000 0.85% 2021 $ 165,000 3.93%
2016 149,000 1.17 2022 172,000 4.32
2017 150,000 1.60 2023 179,000 4.63
2018 153,000 2.17 2024 187,000 4.86
2019 156,000 2.67 *** *** ***
2020 160,000 3.26 2034 2,238,000 2.85(')
1) Commencing January 1, 2019, interest on those Bonds maturing December 1, 2034, will
be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal
Loan Bank from time to time, divided by 0.65, which will remain in effect through and
including December 31, 2024. Commencing January 1, 2025, interest on those Bonds
maturing December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as
quoted by the Seattle Federal Loan Bank from time to time, divided by 0.65, which will
remain in effect through and including December 31, 2029. Commencing January 1, 2030,
interest on those Bonds maturing December 1, 2034, will be adjusted to the 5 -year
Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to time,
divided by 0.65, which will remain in effect through and including December 1, 2034.
(e) Optional Redemption:
The Bonds maturing on and after December 1, 2020, are
subject to redemption in whole or in part on or after
December 1, 2019, without penalty at any time, upon 30 days
written notice to the Registered Owner(s) of the Bond(s) to be
redeemed.
A-1
(f) Mandatory Redemption: The Bond due on December 1, 2034 will be paid in annual
principal installments, plus accrued interest, on December 1
in the years and amounts as follows:
Term Bonds Maturing 2034
Mandatory Mandatory
Redemption Redemption
Years Amounts
2025 $197,000
2026 202,000
2027 208,000
2028 214,000
2029 220,000
2030 226,000
2031 233,000
2032 239,000
2033 246,000
2034* 253,000
`Maturity.
A-2
CERTIFICATION
I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Ordinance No, 65(the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the
City held at the regular meeting place thereof on December 1, 2014, as that ordinance
appears on the minute book of the City.
2. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper, which publication date is December 4, 2014.
3. A quorum of the members of the City Council was present throughout the
meeting and a majority of the members voted in the proper manner for the passage of
the Ordinance.
Dated: December 1, 2014.
CITY OF TUKWILA, WASHINGTON
Christy O'Flahert ,, MMC, City Clerk
Zions Bank
City of Tukwila
Washington
Ordinance No. 0(4/ -/-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2464,
SECTION 4 (PART) AND SECTION 5, AND AMENDING EXHIBIT
A OF ORDINANCE NO. 2465, TO CONFORM DEBT SERVICE
PAYMENT DATES; AND PROVIDING FOR OTHER PROPERLY
RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND
ESTABLISHING AN EFFECTIVE DATE.
WHEREAS, the City previously issued its Limited Tax General Obligation Bond
Anticipation Note, 2014 (the "Note") pursuant to Ordinance No. 2464, and its Limited
Tax General Obligation Bonds, 2014 (the "Bonds") pursuant to Ordinance No. 2465;
and
WHEREAS, this amendment is necessary to conform the debt service payment
dates set forth in Ordinance No. 2464 and Ordinance No. 2465, respectively, to the
dates specified at closing by the purchasers of the Note and the Bonds, respectively;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY ORDAINS AS FOLLOWS:
Section 1. Ordinance No. 2464, Section 4, Amended. Except as amended by
this ordinance, all other provisions of Ordinance No. 2464 shall remain in full force and
effect and all actions taken at any time prior to the effective date of this ordinance,
which are consistent with Ordinance No. 2464 as so amended, are hereby ratified and
confirmed in all respects.
Section 4 of Ordinance No. 2464, subparagraphs B and C, are hereby amended to
read as set forth below. (Additions are double underlined and deletions are enclosed in
double parentheses and struck through.)
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Terms of the Note.
B. Interest. Each Draw shall bear interest at the Interest Rate selected by the
City from the Date of each Draw, which shall be computed on the basis of a year of 360
days for the actual number of days elapsed. The City Finance Director shall designate
the Fixed Rate or the applicable Variable Rate Period with respect to each Draw in the
Draw Request. So long as no Event of Default has occurred and is continuing, interest
shall accrue on each Draw at the applicable Interest Rate. Upon the occurrence of an
Event of Default and until such default is cured, the Bank may, at its option, impose the
Default Rate.
Interest on the outstanding principal amount of the Note will be paid quarterly,
beginning ((April))March 1, 2015, and each ((April))March 1, June 1, September 1 and
December 1 thereafter, to and including the Maturity Date. If the first day of a calendar
month is not a Business Day, the payment shall be due on the next succeeding
Business Day.
The City may elect to convert any Fixed Rate Draw to a Variable Rate as set forth
in the Line of Credit Agreement, and may convert any Variable Rate Draw to a different
Variable Rate Period or to a Fixed Rate at the expiration of any Variable Rate Period.
Unless the City affirmatively elects a new Variable Rate Period in writing received by the
Bank on or before 2:00 p.m. (Pacific Time) on the last Business Day of a Variable Rate
Period for a specific Draw, the Interest Rate for such Draw shall be renewed for a
successive Variable Rate Period of the same length as the expiring Variable Rate
Period. Notwithstanding the foregoing, the Finance Director may consent to different
terms in the Line of Credit Agreement regarding the Variable Rate Periods and indices
available and regarding conversion of interest rate modes, if she deems the terms in the
Line of Credit Agreement to be in the City's best interests.
C. Commitment Fee. The City agrees to pay a commitment fee of 0.50% on the
average daily balance of the unused portion of the commitment amount (i.e., the
maximum stated amount of the Note, less the sum of all Draws) calculated on the basis
of a 360 -day year and the actual days elapsed. The commitment fee shall be payable
quarterly in arrears on each interest payment date, commencing on ((April))March 1,
2015.
Section 2. Ordinance No. 2464, Section 5, Amended. Except as amended by
this ordinance, all other provisions of Ordinance No. 2464 shall remain in full force and
effect and all actions taken at any time prior to the effective date of this ordinance,
which are consistent with Ordinance No. 2464 as so amended, are hereby ratified and
confirmed in all respects.
Section 5 of Ordinance No. 2464 is hereby amended to read as set forth below.
(Additions are double underlined and deletions are enclosed in double parentheses and
struck through.)
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Page 2 of 4
Term Out Provision. If, on the Maturity Date, the City is unable to pay the
principal of or interest on the Note then due and payable in full and no Event of Default
has occurred and is continuing, the Maturity Date shall be extended for a term of one
year, to December 1, 2018. This period shall be referred to as the "Term Out Period."
Interest on the outstanding principal amount shall accrue from and after December 1,
2017 at a rate equal to the Fixed Rate plus 2.0%, calculated on the basis of a year of
360 days for the actual number of days elapsed. Interest and Principal shall be due and
payable in four approximately equal quarterly installments, on ((April))March 1, 2018,
June 1, 2018, September 1, 2018 and December 1, 2018. The maximum term of the
Note issued under this ordinance shall not be extended beyond December 1, 2018
without written approval by the Bank accepted by the City Council.
Section 3. Exhibit A to Ordinance No. 2465 Amended. Except as amended by
this ordinance, all other provisions of Ordinance No. 2465 shall remain in full force and
effect and all actions taken at any time prior to the effective date of this amendatory
ordinance, which are consistent with Ordinance No. 2465 as so amended, are hereby
ratified and confirmed in all respects.
Exhibit A of Ordinance No. 2465 is hereby amended to read as set forth in Exhibit A
to this ordinance. (Additions are double underlined and deletions are enclosed in
double parentheses and struck through.)
Section 4. General Authorization and Ratification. The appropriate officers of
the City are severally authorized to take such actions and to execute such documents
as in their judgment may be necessary or desirable to carry out the transactions
contemplated in connection with this ordinance, and to do everything necessary for the
prompt delivery of the Bonds to the Purchaser and for the proper application, use and
investment of the proceeds of the Bonds. All actions taken prior to the effective date of
this ordinance in furtherance of the purposes described in this ordinance and not
inconsistent with the terms of this ordinance are ratified and confirmed in all respects.
Section 5. Corrections by City Clerk or Code Reviser. Upon approval of the
City Attorney, the City Clerk and the code reviser are authorized to make necessary
corrections to this ordinance, including the correction of clerical errors; references to
other local, state or federal laws, codes, rules, or regulations; or ordinance numbering
and section/subsection numbering.
Section 6. Severability. The provisions of this ordinance are declared to be
separate and severable. If a court of competent jurisdiction, all appeals having been
exhausted or all appeal periods having run, finds any provision of this ordinance to be
invalid or unenforceable as to any person or circumstance, such offending provision
shall, if feasible, be deemed to be modified to be within the limits of enforceability or
validity. However, if the offending provision cannot be so modified, it shall be null and
void with respect to the particular person or circumstance, and all other provisions of
this ordinance in all other respects, and the offending provision with respect to all other
persons and all other circumstances, shall remain valid and enforceable.
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Section 7. Effective Date. This ordinance or a summary thereof shall be published
in the official newspaper of the City, and shall take effect and be in full force five days
after passage and publication as provided by law.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this 16 714 day of yYI (Arc, , 2015.
ATTEST/AUTHENTICATED:
e
O'Flahe MMC Cit
Christy y Clerk Ji 4ggertoor.
APPROVED AS TO FORM BY:
Filed with the City Clerk: --11 -I S
Passed by the City Council:-1-1.6.
ouncil:--J6 -1.5
Published:
Effective Date:
Bond Counsel Ordinance Number: c24i.),
Attachment: Exhibit A, Description of the Bonds
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Exhibit A
EXHIBIT A
DESCRIPTION OF THE BONDS
Principal Amount:
Purchase Price:
Interest Payment Dates:
Maturity and Interest Rates:
$3,850,000
$3,850,000 (par amount of the Bonds)
June 1 and December 1, commencing June 1, 2015.
The Bonds shall mature on the dates and bear interest at
the initial rates (computed on the basis of a 360 -day year of
twelve 30 -day months), as follows:
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 2014 (Taxable)
Maturity Principal Interest Maturity
(Dec 1) Amount Rate (Dec 1)
(
2015 $141,000 0.85% 2021
2016 149,000 1.17 2022
2017 150,000 1.60 2023
2018 153,000 2.17 2024
2019 156,000 2.67 ***
2020 160,000 3.26 2034
Principal
Amount
$ 165,000
172,000
179,000
187,000
2,238,000
Interest
Rate
3.93%
4.32
4.63
4.86
2.85(1)
1) Commencing December((January)) 1, 2019, interest on those Bonds maturing
December 1, 2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by
the Seattle Federal Loan Bank from time to time, divided by 0.65, which will remain in
effect through and including November 30((Dccomber 31)), 2024. Commencing
December 11 2024((January 1, 2025)), interest on those Bonds maturing December 1,
2034, will be adjusted to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle
Federal Loan Bank from time to time, divided by 0.65, which will remain in effect through
and including November 30((December 31)), 2029. Commencing December 1, 2029
((Jam 2030)), interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from
time to time, divided by 0.65, which will remain in effect through and including December 1,
2034.
(e) Optional Redemption:
The Bonds maturing on and after December 1, 2020, are
subject to redemption in whole or in part on or after
December 1, 2019, without penalty at any time, upon 30 days
written notice to the Registered Owner(s) of the Bond(s) to be
redeemed.
A-1
(f) Mandatory Redemption: The Bond due on December 1, 2034 will be paid in annual
principal installments, plus accrued interest, on December 1
in the years and amounts as follows:
Term Bonds Maturing 2034
Mandatory Mandatory
Redemption Redemption
Years Amounts
2025 $197,000
2026 202,000
2027 208,000
2028 214,000
2029 220,000
2030 226,000
2031 233,000
2032 239,000
2033 246,000
2034* 253,000
*Maturity.
A-2
CERTIFICATION
I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City"), hereby
certify as follows:
1. The attached copy of Ordinance No. (the "Ordinance") is a full, true and
correct copy of an ordinance duly passed at a regular meeting of the City Council of the
City held at the regular meeting place thereof on , 2015, as that
ordinance appears on the minute book of the City.
2. The Ordinance will be in full force and effect five days after publication in the
City's official newspaper, which publication date is , 2015.
3. A quorum of the members of the City Council was present throughout the
meeting and a majority of the members voted in the proper manner for the passage of
the Ordinance.
Dated: , 2015.
CITY OF TUKWILA, WASHINGTON
Christy O'Flaherty, MMC, City Clerk
City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2471-2473.
On March 16, 2015 the City Council of the City of Tukwila, Washington, adopted the
following ordinances, the main points of which are summarized by title as follows:
Ordinance 2471: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS;
PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED
$6,250,000 AGGREGATE PRINCIPAL AMOUNT OF LIMITED TAX GENERAL
OBLIGATION BONDS TO PROVIDE FUNDS TO PAY OR REIMBURSE THE CITY FOR
THE COST OF ROAD CONSTRUCTION AND IMPROVEMENT PROJECTS AND TO
PAY THE COSTS OF ISSUANCE AND SALE OF THE BONDS; FIXING OR SETTING
PARAMETERS WITH RESPECT TO CERTAIN TERMS AND COVENANTS OF THE
BONDS; APPOINTING THE CITY'S DESIGNATED REPRESENTATIVE TO APPROVE
THE FINAL TERMS OF THE SALE OF THE BONDS; AND PROVIDING FOR OTHER
RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN
EFFECTIVE DATE.
Ordinance 2472: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2464, SECTION 4 (PART)
AND SECTION 5, AND AMENDING EXHIBIT A OF ORDINANCE NO. 2465, TO
CONFORM DEBT SERVICE PAYMENT DATES; AND PROVIDING FOR OTHER
PROPERLY RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND
ESTABLISHING AN EFFECTIVE DATE.
Ordinance 2473: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, APPROVING AND AUTHORIZING THE DEVELOPMENT
AGREEMENT WITH TUKWILA TSD, LLC, FOR THE SHARED USE OF PARKING IN
THE PUBLIC RIGHT-OF-WAY OF CHRISTENSEN ROAD AS IT RELATES TO THE
PLANNED DEVELOPMENT OF A HOTEL LOCATED AT 90 ANDOVER PARK EAST;
PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE.
The full text of these ordinances will be provided upon request.
Christy O'Flaherty, MMC, City Clerk
Published Seattle Times: March 19, 2015
flj:e catttct1mcs
City of Tukwila, Finance
Dana Almberg
6200 Southcenter Blvd
Tukwila, WA 98188
Re: Advertiser Account # 107510
Ad #: 497007
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.
Agency Account #: 0
Agency Name:
Affidavit of Publication
Newspaper and Publication Date(s)
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.
gyp., • •,..Agent
4016s0 E 06%,
,%�� 5g10NF-I,-..-
Z; o NOTARY �N � Subscribed and sworn to before me on be Ccm t ,r S any
,� n DATE
%._cp.A.;ez." )2r a ,i A 1 tru, 1 MA gge,-) 9(166-1.9-i
/".:•�.29- .* 4 .Ary Signature) Notary Public in d for the State of Washington, residing at Seattle
Steve Olen
Seattle Times 12/04/14
Signature
JA -e.) r(fo'yc,—
TOeScattteTtntes
Re: Advertiser Account # 107510 Ad #: 497007
Agency Account #: 0 Agency Name:
AD TEXT
City of Tukwila Public Notice of
Ordinance Adoption for Ordinances
2460.2466.
On December 1, 2014 the City Council of
the Cily of Tukwila, Woshinelon, adopted
the following ordinances, the main points of
which are summarized by title as follows:
Ordinance
CITY29COUNCIL ORDINANCE
I Ti EC CITY
OF TUKWILA, WASHINGTON GRANT-
ING A NON-EXCLUSIVE FRANCHISE
- •710NSCSEFVIICES LLCLELEGALIU.YIAU-
THORIZED TO CONDUCT BUSINESS IN
THE STATE OF WASHINGTON, FOR THE
PURPOSE OF CONSTRUCTING, OPER-
ATING, AND MAINTAINING ATELECOM-
MUNICATIONS
ELECOM-
FUBLIC T IGHTS SYSTEM IIN 24 19ry10 `LIMY)
REPEALING ORDINANCE NO. 1925:
ESTABLISHING AN EFFECTIVE p AND
Ordinance
COUNCIL OFRTHEACITY OF
TUKWILA, WASHINGTON WASHING-
TON,
AS CODIFIED ATO TUKWILA
"TMWC TRUCK BUSS ESSES;"ER PROVID-
LI PROVID-
ING
AN EFFECTIVE DATE ESTAB-
LISHING
24662: AN ORDINANCE OF
TUKWILA `WASHINGTON• WASHING-
TON• ESTABLISHING AN EXEMPTION
FROM REAL PROPERTY TAXATION
FOR DEVELOPMENT OF QUALIFIED
MULTI -FAMILY HOUSING; ESTABLISH-
F�EGED INWTUKWILLAA NIUNICCIPAL CODE
CHAP T ER 3.90 RELATING TO THE DES-
IGNATION OF A RESIDENTIAL TAR-
GETED AREA WITHIN THE TUKWILA
URBAN CENTER; PROVIDING FOR
AN EFFECTIVEID AND
ESTABLISHING
Ordinance 2463: AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMENDING
22501803, NAS CODIFIED IAT TUTKWILA '
MUNICIPAL CODE SECTION 3.54.030
EXTENDING THE CITU UTLITY TA)f
SEVERABILITY; AND ESTABLISHING
AN EFFECTIVE DATE.
Ordinance 2466: AN ORDINANCE OF
TUKWILA WASHINGTON, THE
TO CONTRACTING INDEBTEDNESS;
AUTHORIZING THE ISSUANCE OF THE
CITY'S NOTgTO EXCEED 02250,0000
GENERALL OBLIGATION( BOND ANX
TICIPATION NOTE, 2014 (TAXABLE
NON -REVOLVING LINE OF CREDIT),
CAPROVIDE LAND ACQUISIITION AND
CAPITAL7y7COSTS OF REDEVELOYPMENT
BAN( RENEEWALrARETHE
HAND PAY THE
COSTS OF ISSUANCE AND SALE OF
THE NOTE; FIXING THE DATE, FORM
MATURITY, INTEREST RATE TERMS
AND COVENANTS OF THE NGTE; AP-
PROVING THE THE SALETANDD DELIVERY
Fi ED HE77REIN; TPROVIOI;NGN FORESEV-
ERAEILITy; D AND
ESTABLISHING AN
0 lnonce 24654AN ORDINANCE F
TUKWILA WASHINGTON, RELATING
TOCONTRACTING INDEBTEDNESS;
SALE AND DELIVERY OF 93,050,000
AGGREGATE TAX (GENERAL OBLIGA
TION BONDS TO PROVIDE FUNDS TO
CARRY OUT LAND ACQUISITION AND
CAPITAL COSTS OF REDEVELOPMENT
ACTIVITIES WITHIN THE CITY'S UR-
BAN RENEWAL AREA, AND TO PAY
THE COSTS OF ISSUANCE AND SALE
OF THE BONDS; FIXING CERTAIN
TERMS AND COVENANTS OF THE
RELAT�D MATTERS PROVIDING
OVIDING FOR
ANVEFFECTIVE;DATE ESTABLISHING
The full text of these ordinances will be
provided upon request.
Christy O'Flaherty, MMC, City Clerk
Published Seottie Times: December 4, 2014
City of Tukwila, Finance
Dana Almberg
6200 Southcenter Blvd
Tukwila, WA 98188
Re: Advertiser Account # 107510
Ad #: 527077
STATE OF WASHINGTON
Counties of King and Snohomish
Agency Account #: 0
Agency Name:
Affidavit of Publication
The undersigned, on oath states that he/she is an authorized
representative of The Seattle Tiines 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.
Newspaper and Publication Date(s)
AgeiElana Hansen_ Signature
nature
i�t o�c•,•,.. ,�
`�-ro�� C rvict..r�
�: '4, 0SA . �1 %Sub cribed and sworn to before me on
og o
i15tAilt %'gu tti ' Notary Public in an
10'14 41 I %.\ \,4\X\\" •
Seattle Times 03/19/15
NioD i., i9. dui.
ina C, McKenna
rr th State of Washington, residing at Seattle
e $eatfle inws
Re: Advertiser Account # 107510 Ad #: 527077
Agency Account #: 0 Agency Name:
AD TEXT
City of Tukwila Public
Notice of Ordinance Adoption for
Ordinances 2471-2473.
On March 16, 2015 the City Council of the
City of Tukwila, Washington, adopted the
following ordinances, the main points of
which are summarized by title as follows:
Ordinance 2471: AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, RELATING
TO, --CONTRACTING INDEBTEDNESS;
PROVIDING FOR THE ISSUANCE, SALE
AND DELIVERY OF NOT TO EXCEED
$6,250,000 AGGREGATE PRINCIPAL
AMOUNT OF LIMITED TAX GENERAL '-
OBLIGATION BONDS TO PROVIDE?
FUNDS TO PAY OR REIMBURSE THE
CITY FOR THE COST OF ROAD CON-
STRUCTION
TAND TO PAIMPROVEMENT S
ISSUANCE AND SALE OF THE BONDS;
FIXING OR SETTING PARAMETERS
WITH RESPECT TO CERTAIN TERMS
AND COVENANTS OF THE BONDS; AP-
POINTING
�?
THE CITY'S DESIGNATED
REPRESENTATIVE TO APPROVE THE
FINAL TERMS OF THE SALE OF THE
BONDS; AND PROVIDING FOR OTHER
RELATED MATTERS; PROVIDING FOR
SEVERABILITY; AND ESTABLISHING
AN EFFECTIVE DATE. a.
Ordinance 2472: AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, AMEND-
ING ORDINANCE NO. 2464, SECTION 4 4..
(PART) AND SECTION 5, AND AMEND-
ING EXHIBIT A OF ORDINANCE NO.
2465, TO CONFORM DEBT SERVICE
PAYMENT DATES; AND PROVIDING
FOR OTHER PROPERLY RELATED
MATTERS; PROVIDING FOR SEVER-
ABILITY; AND ESTABLISHING AN EF-
FECTIVE DATE.
Ordinance 2473: AN ORDINANCE OF
THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, APPROVING
MENTA AGREEMENT WITH E DEVELOP-
MENT
TSD, LLC, FOR THE SHARED USE OF
PARKING IN THE PUBLIC RIGHT-OF-
WAY OF CHRISTENSEN ROAD AS IT
RELATES TO THE PLANNED DEVEL-
OPMENT OF A HOTEL LOCATED AT
90 ANDOVER PARK EAST; PROVIDING
FOR SEVERABILITY; AND ESTABLISH-
ING AN EFFECTIVE DATE.
The full text of these ordinances will be
provided upnn'reguest.•
Christy O'Flaherty, MMC, City Clerk
Published Seattle Times: March 19, 2015
BOND PURCHASE AGREEMENT
$3,850,000
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 2014
December 16, 2014
City of Tukwila, Washington
6200 Southcenter Boulevard
Tukwila, WA 98188
Honorable Mayor and Council Members:
Zions First National Bank (the "Purchaser") presents to the City of Tukwila, Washington
(the "Issuer") this offer to purchase its $3,850,000 Limited Tax General Obligation Bonds, 2014
(the "Bonds"). This offer is based upon the terms and conditions set forth below and in the
attached Exhibit A, which when accepted by the Issuer shall constitute the terms and conditions
of this Bond Purchase Agreement (the "Agreement") for the Bonds.
The Purchaser offers to buy all, and not less than all, of the Bonds from the Issuer at a
purchase price equal to 100% of the stated principal amount thereof, in accordance with the
terms and conditions set forth below and in the Bond Ordinance (defined below).
1. The Issuer represents as of the date hereof and as of December 16, 2014 (or such other
mutually acceptable date set for the closing of this transaction (the "Closing"), that:
a. Ordinance No. 2465 (the "Bond Ordinance"), duly passed by the Issuer on
December 1, 2014, is and shall be at Closing in full force and effect and shall not
have been amended without the Purchaser's consent.
b. The Issuer has and will have at Closing full legal right, power, and authority to
enter into and perform its obligations under this Agreement and under the Bond
Ordinance and to sell and deliver the Bonds to the Purchaser. No other
governmental consent, approval, or authorization is required to be obtained by the
Issuer for the sale of the Bonds to the Purchaser.
c. This Agreement, the Bond Ordinance and the Bonds do not and will not conflict
with or create a breach of or default in any material respect under any existing
law, regulation, judgment, order or decree to which the Issuer is subject or by
which it is bound.
d. When issued and delivered in accordance with the Bond Ordinance and sold to
the Purchaser as provided herein, the Bonds will be legal, valid and binding
obligations of the Issuer, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance,
1
51409875.2
moratorium and other laws relating to or affecting creditors' rights, to the
application of equitable principles, to the exercise of judicial discretion in
appropriate cases and to the limitations on legal remedies against municipal
corporations in the State of Washington.
e. Any certificate signed by the Finance Director of the Issuer and delivered to the
Purchaser pursuant to or in connection with this Agreement shall be deemed a
representation by the Issuer to the Purchaser as to the truth of the statements
therein made and is delivered to the Purchaser for such purpose only.
2. As conditions to the Purchaser's obligations hereunder:
a. From the date of the Issuer's acceptance of this Agreement to the date of Closing,
there shall not have been any (i) material adverse change in the financial
condition or general affairs of the Issuer; or (ii) downgrade, suspension or
withdrawal or an announcement of a possible downgrade, suspension or
withdrawal of any rating of bonds, notes, or other obligations of the Issuer
(including, without limitation, the Bonds, if rated at the request of the City),
which action, in the reasonable opinion of the Purchaser, will materially adversely
affect the marketability or the market price of the Bonds.
b. The Issuer agrees to provide (i) via the Electronic Municipal Market Access
("EMMA") system of the Municipal Securities Rulemaking Board (the "MSRB"),
its annual financial statements by September 30 of each year prepared (except as
noted in the financial statements) in accordance with applicable generally
accepted accounting principles applicable to local governmental units of the State
of Washington such as the City, as such principles may be changed from time to
time, which statements may be unaudited, provided, that if and when audited
financial statements are prepared and available they will be provided; and
(ii) directly to the Purchaser, such additional financial information as the
Purchaser may reasonably request. In the event the Issuer does not provide its
annual financial statements to EMMA by September 30 of each year, the Issuer
agrees to provide said annual financial statements directly to the Purchaser upon
request. Notwithstanding the foregoing, the Issuer and Purchaser agree and
acknowledge that this paragraph does not and is not intended to constitute an
"undertaking" to provide continuing disclosure under Rule 15c-2(12) of the
United States Securities and Exchange Commission, and the Issuer makes no
representation regarding its prior compliance with any such undertaking that it
may have entered into with respect to its outstanding bonds and obligations.
c. At or prior to Closing, the Purchaser shall have received the following:
(1) The Bonds, in substantially the form attached as Exhibit B, duly executed and
authenticated;
(2) A certificate of one or more authorized officers of the Issuer, in form and
substance acceptable to the Issuer and Purchaser, to the effect that (i) the
2
51409875.2
(3)
representations of the Issuer contained in this Agreement are true and correct
when made and as of Closing; and (ii) no litigation to which the Issuer is a
party is pending, or to the knowledge of the official signing the certificate,
threatened seeking: (A) to restrain or enjoin the sale or delivery by the Issuer
of the Bonds; (B) in any manner questioning the authority of the Issuer to
issue the Bonds or questioning the issuance or validity of the Bonds;
(C) questioning the constitutionality or validity of the Bond Ordinance or of
any proceedings authorizing the issuance of the Bonds; or (D) questioning the
validity or enforceability of the Bond Ordinance;
An approving opinion of bond counsel in substance satisfactory to the
Purchaser and dated as of Closing in substantially the form attached as
Exhibit C.
(4) A certificate signed by authorized officers of the Issuer to the effect that the
officers of the Issuer who signed or whose facsimile signatures appear on the
Bonds were on the date of execution of the Bonds the duly elected or
appointed and qualified and acting officers of the Issuer and that their
signatures are genuine or accurate facsimiles;
(5) A certified copy of the Bond Ordinance;
(6) An executed copy of this Agreement;
(7) Such additional legal opinions, certificates, instruments and documents as the
Purchaser may reasonably request to evidence the truth, accuracy and
completeness, as of the date hereof and as of the date of Closing, of the
representations and warranties contained herein and the due performance by
the Issuer at or prior to Closing of all agreements then to be performed and all
conditions then to be satisfied by the Issuer.
3. The Bonds will be initially registered in the name of the Purchaser and will not be
registered through a Securities Depository and may be transferred only as described
therein. The Purchaser will request and pay for CUSIP numbers for the Bonds. The City
shall use its Fiscal Agent (as defined in the Bond Ordinance) as bond registrar and paying
agent.
4. The Issuer shall pay or cause to be paid, from proceeds of the Bonds or other legally
available money, all expenses incident to the performance of the Issuer's obligations
hereunder, including but not limited to, the cost of printing and delivering the Bonds; the
cost of preparation and delivery of the Bond Ordinance, and all other agreements and
documents contemplated hereby and any drafts thereof in reasonable quantities as
requested by the Purchaser; and the fees and disbursements of Bond Counsel (Foster
Pepper PLLC) and any other experts or consultants retained in connection with the
Bonds.
5. Any notice or other communication to be given to the Issuer under this Agreement shall
be given by delivering the same in writing to its address set forth on page one of this
3
51409875.2
Agreement. All notice or other communication to be given to the Purchaser under this
Agreement shall be given by delivering the same in writing to:
Zions First National Bank
Public Finance Services
One South Main Street, 17th Floor
Salt Lake City, UT 84133
6. This Agreement is intended to benefit only the parties hereto and their legal successors
and assigns. The Issuer's representations and warranties shall survive any investigation
made by or for the Purchaser, delivery and payment for the Bonds, and the termination of
this Agreement. Should the Issuer fail to satisfy any of the foregoing conditions or
covenants, or if the Purchaser's obligations are terminated for any reason permitted under
this Agreement, then neither the Purchaser nor the Issuer shall have any further
obligations under this Agreement, except that any expenses incurred shall be borne in
accordance with Section 4.
7. This Offer expires on the date set forth in paragraph (j) of Exhibit A.
Accepted and agreed to:
CITY OF TUKWILA, WASHINGTON
By
Finance Director
Date: , 2014
51409875.2
Respectfully submitted,
Zions Fir t onal Bank
B
4
Agreement. All notice or other communication to be given to the Purchaser under this
Agreement shall be given by delivering the same in writing to:
Zions First National Bank
Public Finance Services
One South Main Street, 17th Floor
Salt Lake City, UT 84133
6. This Agreement is intended to benefit only the parties hereto and their legal successors
and assigns. The Issuer's representations and warranties shall survive any investigation
made by or for the Purchaser, delivery and payment for the Bonds, and the termination of
this Agreement. Should the Issuer fail to satisfy any of the foregoing conditions or
covenants, or if the Purchaser's obligations are terminated for any reason permitted under
this Agreement, then neither the Purchaser nor the Issuer shall have any further
obligations under this Agreement, except that any expenses incurred shall be borne in
accordance with Section 4.
7. This Offer expires on the date set forth in paragraph (j) of Exhibit A.
Respectfully submitted,
Zions First National Bank
Accepted and agreed to:
CITY OF TUKWILA, WASHINGTON
By jry
C62zzi
Fina?. rector
Date: £ec- l6, 2014
51409875.2
By:
4
EXHIBIT A
DESCRIPTION OF THE BONDS
Principal Amount:
Purchase Price:
Interest Payment Dates:
Maturity and Interest
Rates:
$3,850,000
$3,850,000 (par amount of the Bonds)
June 1 and December 1, commencing June 1, 2015.
The Bonds shall mature on the dates and bear interest
at the initial rates (computed on the basis of a 360 -day
year of twelve 30 -day months), as follows:
City of Tukwila, Washington
Limited Tax General Obligation Bonds, 2014 (Taxable)
Maturity Principal Interest Maturity
(Dec 1) Amount Rate (Dec 1)
2015 $141,000 0.85% 2021
2016 149,000 1.17 2022
2017 150,000 1.60 2023
2018 153,000 2.17 2024
2019 156,000 2.67 ***
2020 160,000 3.26 2034 W
Principal
Amount
$ 165,000
172,000
179,000
187,000
***
2,238,000
Interest
Rate
3.93%
4.32
4.63
4.86
***
2.85w
1) Commencing January 1, 2019, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 31, 2024.
Commencing January 1, 2025, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 31, 2029.
Commencing January 1, 2030, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 1, 2034
(e) Optional Redemption:
51409875.2
The Bonds maturing on and after December 1, 2020, are
subject to redemption in whole or in part on or after
December 1, 2019, without penalty at any time, upon 30
days written notice to the Registered Owner(s) of the
Bond(s) to be redeemed.
A- 1
(f) Mandatory Redemption:
The Bond due on December 1, 2034 will be paid in
annual principal installments, plus accrued interest, on
December 1 in the years and amounts as follows:
Term Bonds Maturing 2034
Mandatory Mandatory
Redemption Redemption
Years Amounts
2025 $197,000
2026 202,000
2027 208,000
2028 214,000
2029 220,000
2030 226,000
2031 233,000
2032 239,000
2033 246,000
2034* 253,000
*Maturity.
(g) Delivery Date, Time and
Location:
51409875.2
Bond Counsel:
Method of Payment:
Offer Expires:
December 16, 2014 at 9:00 a.m. Pacific Time
To be closed via conference call originating from the
offices of Foster Pepper PLLC
1111 Third Ave, Suite 3400
Seattle, WA 98109
Foster Pepper PLLC
Federal Funds Wire
December 11, 2014 at 11:59 p.m. Pacific Time
A- 2
EXHIBIT B
BOND FORM
No. R
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF TUKWILA
LIMITED TAX GENERAL OBLIGATION BOND, 2014 (TAXABLE)
Interest Rate: Maturity Date: CUSIP No::
DECEMBER 1,
Registered Owner: ZIONS FIRST NATIONAL BANK,
Principal Amount: THOUSAND AND NO/100 DOLLARS
The CITY OF TUKWILA, WASHINGTON (the "City"), a municipal corporation of the State of
Washington, promises to pay to the Registered Owner identified above on the Maturity Date identified
above, from the Limited Tax General Obligation Bond Account, 2014 (the "Bond Account") maintained
by the City to pay this Bond, the Principal Amount identified above and to pay interest thereon (computed
on the basis of a 360 -day year of twelve 30 -day months) from the date of this Bond or from the most
recent interest payment date to which interest has been paid at the Interest. Rate per annum set forth
above, payable semiannually on each June 1 and December 1, commencing June 1, 2015, to the maturity
or earlier redemption of this Bond. If this Bond is not redeemed when properly presented at its maturity or
call date, then interest shall continue to accrue at the Interest Rate identified above until this Bond, both
principal and interest, is paid in full or until sufficient money for its payment in full has been deposited in
the Bond Account and this Bond has been called for payment by giving notice to the Registered Owner.
Both principal of and interest on this Bond are payable in lawful money of the United States of
America. Payment of each installment of interest shall be made to the Registered Owner whose name
appears on the registration books of the City (the "Bond Register) maintained by the fiscal agent of the
State of Washington (as the same may be designated by the State of Washington from time to time)
(the "Bond Registrar") at the close of business on the record date, the 15th day of the month preceding the
interest payment date (the "Record Date"). Interest shall be paid by electronic transfer on the interest
payment date, or by check or draft of the Bond Registrar mailed on the interest payment date to the
Registered Owner at the address appearing on the Bond Register as of the Record Date. However, the
City is not required to make electronic transfers except pursuant to a request by the Registered Owner in
writing received on or prior to the Record Date and at the sole expense of the Registered Owner. Principal
is payable upon presentation and surrender of this Bond by the Registered Owner to the Bond Registrar.
This Bond is one of an authorized issue of bonds designated Limited Tax General Obligation
Bonds, 2014 (Taxable) (the "Bonds"), aggregating $3,850,000 in principal amount, maturing annually in
the years 2015 through 2024, inclusive, and 2034, of like date; tenor and effect, except as to maturity
51412173.3
Page 1 of 4
B- 1
51409875.2
dates, interest rates, options of redemption, denominations and numbers, issued by the City for general
City purposes, all as set forth in Ordinance No. 2465 of the City (the "Bond Ordinance"). The Bonds are
issued in fully registered form in the denomination of $1,000or any integral multiple thereof within a
single maturity.
The Bonds constitute a general indebtedness of the City and are payable from tax revenues of the
City and such other money as is lawfully available and pledged by the City for the payment of principal
of and interest on the Bonds. For as long as any of the Bonds are outstanding, the City irrevocably
pledges that it shall, in the manner provided by law within the constitutional and statutory tax limitations
provided by law without the assent of the voters, include in its annual property tax levy amounts
sufficient, together with other money that is legally available, to pay principal of and interest on the
Bonds as the same become due. The full faith, credit and resources of the City are pledged irrevocably for
the prompt payment of the principal and interest on the Bondsand such pledge shall be enforceable in
mandamus against the City.
The Bonds are subject to optional and mandatory redemption as provided in the Bond Ordinance
and the Bond Purchase Agreement in connection with the Bonds dated December 16, 2014,. between the
City and Zions First National Bank.
Reference is madeto 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, including,
but not limited to, terms pertaining to defeasance, 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.
This Bond may be assigned or transferred only (i) in compliance with all applicable state and
federal securities laws and regulations in connection with such transfer, (ii) to a "qualified institutional
buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, and (iii) if
endorsed in the manner provided hereon and surrendered to the Bond Registrar.
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 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 Registered Ownership of 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.
514121733
Page 2 of 4
B- 2
51409875.2
IN WITNESS WHEREOF, the City has caused this Bond to be executed on behalf of the City by
the facsimile signatures of its Mayor and City Clerk and a facsimile reproduction of the seal, of the City to
be printed hereon, this 16th day of December, 2014.
CITY OF TUKWILA, WASHINGTON
By
By
Date of Authentication: December 16, 2014
Mayor
r.4)+Cf)
City rk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Tukwila, Washington, LimitedTax General
Obligation Bonds, 2014 (Taxable), described in the Bond Ordinance.
514121733
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as subcontractor for The Bank
of New York Mellon, fiscal agent for the State of
Washington
By
Authorized Signer
Page 3 of 4
B- 3
51409875.2
ASSIGNMENT
For value received, the undersigned Registered Owner does sell, assign and transfer unto:
(name, address and social security or other identifying number of assignee)
the within mentioned Bond and irrevocably constitutes and appoints
to transfer the same on the Bond Register with full power of
substitution in the premises.
DATED:
Registered Owner
(NOTE: The signature above must correspond with the name
of the Registered Owner as it appears on the front of this Bond
in every particular, without alteration or enlargement or any
change whatsoever.)
Signature Guaranteed:
(NOTE: Signature must be guaranteed
pursuant to law.)
Page 4 of 4
51412173.3
B- 4
51409875.2
EXHIBIT C
FORM OF APPROVING LEGAL OPINION
December 16, 2014
City of Tukwila, Washington
Zions First National Bank
Salt Lake City, Utah
Re: City of Tukwila, Washington, $3,850,000
Limited Tax General Obligation Bonds, 2014
We have served as bond counsel to the City of Tukwila, Washington (the "City"), in connection
with the issuance of the above referenced bonds (the "Bonds"), 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 tows, without undertaking to
verify the same by independent investigation.
The Bonds are issued by the City pursuant to Ordinance No. 2465 (the "Bond Ordinance") for
general City purposes to provide the funds to carry out land acquisition and capital costs of
redevelopment activities within the City's urban renewal area, and to pay the costs of issuance and sale of
the Bonds, all as set forth in the Bond Ordinance.
Reference is made to the Bonds 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 Bonds or otherwise used in connection with the Bonds.
Based upon the foregoing, as of the date of initial delivery of the Bonds to the purchaser thereof
and full payment therefor, it is our opinion that under existing law:
1. The City is a duly organized and legally existingcode city under the laws of the State of
Washington.
2. The Bonds have been duly authorized and executed by the City and are 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.
5140214.1
51409875.2
C- 1
City of Tukwila, Washington
Zions First National Bank
December 16, 2014
Page 2
3. The Bonds constitute valid and binding general obligations of the City payable from tax
revenue of the City and such other money as is lawfully available and pledged by the City to be levied
within the constitutional and statutory limitations provided by law without the assent of the voters, 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.
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 Zions First National
Bank in connection with the Bonds or by virtue of this letter.
51412214.1
51409875.2
Respectfully submitted,
FOSTER PEPPER PLLC
C- 2
CITY OF TUKWILA, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, 2014
CALCULATION OF DEBT LIMIT
Value of taxable property within the City of Tukwila, Washington (the "City"), as
fixed in 2013 for purpose of 2014 regular tax levies, per the Certificate of the King
County Assessor, dated as of April 14, 2014 (the "AV Certificate"):
$4,756,373,688
NONVOTED DEBT CAPACITY
(per RCW 39.36.020); 11/2% of the value of taxable property: $71,345,605
Less: Nonvoted Debt Outstanding as of December 1, 2014, per the City's
Certificate of General Obligation Debt Outstanding, dated as of December
16, 2014 (the "Debt Certificate")
Less: The above -captioned bonds (the "Bonds"):
REMAINING NONVOTED DEBT CAPACITY:
(21,307,728)
(3,850,000)
$46,187,877
TOTAL DEBT CAPACITY FOR GENERAL PURPOSES
(Nonvoted and Voted, per RCW 39.36.020) 2'/2% of the value of taxable property: $118,909,342
Less: Voted Debt Outstanding as of December 1, 2014, per the Debt Certificate: -0-
Less: Nonvoted Debt Outstanding as of December 1, 2014, per the Debt Certificate
Less: The Bonds:
REMAINING DEBT CAPACITY:
(21,307,728)
(3,850,000)
$93,751,614
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 December 16, 2014.
51412167.2
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@kingcounty.gov
ttttp://www.kinaeon ntv.Kuv/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 22, 2014 (for taxes payable in 2014) is $4,756,373,688
(Grand Total), $4,734,684,229 (Regular Levy), and $4,722,642,189
(Excess Total which excludes all exempt senior citizens). The TAV
(timber assessed value) is $0.
WITNESS my hand this 14th day of April, 2014.
LH:dsm
Loy• '.r.
King County Assessor
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 December 1,
2014, 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
$21,307,728.
(2) Voted Debt: The City has no voted debt.
I further certify that the City has not incurred additional nonvoted or voted debt since
December 1, 2014, except for the City's Limited Tax General Obligation Bonds, 2014, in the
principal amount of $3,850,000, issued on the date hereof.
DATED as of December 16, 2014.
51412167.2
CITY OF TUKWILA, WASHINGTON
Peggy
Finance o ir:r or
ISSUER'S CLOSING CERTIFICATE
I, PEGGY McCARTHY, certify that I am the duly appointed and acting Finance Director 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 $3,850,000 principal
amount Limited Tax General Obligation Bonds, 2014 (the "Bonds"), of the City.
2. Ordinance No. 2465 (the "Bond Ordinance") of the City, the ordinance authorizing the
issuance and sale of the Bonds, is in full force and effect and has not been modified or repealed.
3. The representations of the City contained in the Bond Purchase Agreement (the
"Purchase Agreement") for the Bonds dated December 16, 2014, between the City and Zions First
National Bank ("Purchaser") were true and correct when made and are true and correct as of this date.
4. No litigation is now pending or to the best of my knowledge, threatened, seeking (A) to
restrain or enjoin the sale or delivery by the City of the Bonds; (B) in any manner questioning the
authority of the City to issue the Bonds or questioning the validity of the Bonds; (C) questioning the
constitutionality or the validity of the Bond Ordinance or of any proceedings authorizing the issuance of
the Bonds; or (D) questioning the enforceability of the Bond Ordinance.
Further, I acknowledge that in the Purchase Agreement, the City has agreed to provide (i) via the
Electronic Municipal Market Access ("EMMA") system of the Municipal Securities Rulemaking Board
(the "MSRB"), its annual financial statements by September 30 of each year, prepared (except as noted in
the financial statements) in accordance with applicable generally accepted accounting principles
applicable to local governmental units of the State of Washington such as the City, as such principles may
be changed from time to time, which statements may be unaudited, provided, that if and when audited
financial statements are prepared and available they will be provided; and (ii) directly to the Purchaser,
such additional financial information as the Purchaser may reasonably request. In the event the Issuer
does not provide its annual financial statements to EMMA by September 30 of each year, the Issuer
agrees to provide said annual financial statements directly to the Purchaser upon request. Notwithstanding
the foregoing, the City and Purchaser have agreed and acknowledged that this paragraph does not and is
not intended to constitute an "undertaking" to provide continuing disclosure under Rule 15c-2(12) of the
United States Securities and Exchange Commission, and the City makes no representation regarding its
prior compliance with any such undertaking that it may have entered into with respect to its outstanding
bonds and obligations.
DATED as of December 16, 2014.
CITYTUKWILAWASHHIINGTON
p'
Peggy Mc(q.,' �� y, Finance Director
CERTIFICATE OF MANUAL SIGNATURE
./</6e
fae signa ure
STATE OF WASHINGTON )
) ss:
COUNTY OF KING
FILED
DEC 1 0 2008
SECRETARY OF STATE
STATE OF WASHINGTON
I, the undersigned affiant, being first duly sworn, on oath depose and say:
My Name is Jim Haggerton
(print or type)
I have been duly chosen and am qualified and acting as:
Mayor
(tide or position)
for City of Tukwila, Washington
(name of entity)
The signature appearing above is my true manual signature.
This affidavit is made to comply with Chapter 86, Washington Laws of 1969.
Signature
Subscribed and sworn to before me this r n W day of December, 2008.
50453594 .1
Notary Publk`in an for the State of
Washington, residing at '(L.e-v0i-o h W f\
Printed Name a c..f-b a (-a
My Commission expires 3-a't -I 0
CERTIFICATE OF MANUAL SIGNATURE
0.74
e signature
FILED
DEC 1 0 2008
STATE OF WASHINGTON ) SECRETARY OF STATE
) ss: STATE OF Wt. €)INr ITON
COUNTY OF KING
I, the undersigned affiant, being first duly sworn, on oath depose and say:
My Name is Christy O'Flaherty
(print or type)
I have been duly chosen and am qualified and acting as:
City Clerk
(title or position)
for City of Tukwila, Washington
(name of entity)
The signature appearing above is my true manual signature.
This affidavit is made to comply with Chapter 86, Washington Laws of 1969.
Subscribed and sworn to before me this a `"° day of December, 2008.
50953599.1
Notary Public innd for the State of
Washington, residing at I�Q-✓\-k--o n e lid EN
Printed Name bar- bA c a - , 56‘
AuB My Commission expires 3 -a 9 - ! 0
•� ,3.29
it OF wp;5N
CERTIFICATE OF MAILING
The undersigned, an employee of Foster Pepper PLLC, DO HEREBY CERTIFY that on
December 8, 2008, I mailed by U.S. mail, postage prepaid, certificates of manual signature in the
form attached hereto executed by the following officials of the City of Tukwila, Washington:
Name Position
Jim Haggerton
Christy O'Flaherty
Mayor
City Clerk
to the Secretary of State of the State of Washington via Federal Express at the following address:
Dated
50954830.1
Office of the Secretary of State
State Archives Division
1129 Washington Street SE
Olympia, WA 98504
(360) 586-1492
* * * * * * * * *
(SIGNATURE)
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 $3,850,000 principal amount Limited Tax General Obligation
Bonds, 2014, of the City dated December 16, 2014, bear my facsimile signature as Clerk of the
City and the facsimile signature of JIM HAGGERTON as Mayor of the City.
CITY OF TUKWILA, WASHINGTON
Ch
tChrist O'FlaerY Clerk
rh-
SUBSCRIBED AND SWORN TO before me this Ick day of December, 2014.
74.400d -
(Signature of Notary)
/-iel r S s(u • v
(Legibly Print or Stamp Name of Notary)
Notary public in and, for the State of Washington,
residing at `77
••%` My appointment expires /1/1/ Cp
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
906 Columbia Street SW
P.O. Box 42525
Olympia, WA 98504-2525
Phone: 360/725-5021
Fax: 360/586-4162
BOND 101 REPORT FORM
Issue ID: 1412-018 Date Submitted: 12/30/2014
ssuer Informatio
Name of Issuer:
City of Tukwila
Address of Issuer:
6200 Southcenter Boulevard
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
ssue T
e and Ti
Was this bond voter approved?
O Yes ■ No
Exact title of issue:
Limited Tax General Obligation Bonds, 2014
Issue Sale Method:
Private Placement
If Competitive Bid, number of bids:
Debt Type:
GO Bond
Debt Category:
Bond
Series:
New/Refund/Combo:
New Issue
sue` -"Date
Dated Date of Issue: 12/16/2014
Issue Closing Date: 12/16/2014
Date of Issue Sale: 12/01/2014
Issue Maturity Date: 12/01/2034
Lir
Purpose of Proceeds:
Land acquisition and capital costs of redevelopment activities within the City's urban
renewal area and to pay the costs of issuance and sale of the bonds
Purpose Type:
Other
Is this a Bond Cap issuance?
❑ Yes ■ No
If yes:
Bond Cap Use Category:
Project Title:
Bond Cap Amount:
ar:Value and"Interes.
Tax -Exempt Par Value: $3,850,000.00
Net Tax -Exempt Interest Rate: 3.039048%
O Variable
Taxable par Value: $0.00
Net Taxable Interest Rate: 0%
O Variable
Total Par Value: $3,850,000.00
Discount: $0.00
Premium: $0.00
sue
Os'
Printed on 12/30/2014 10:20:45 AM
Page 1 of 3
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
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
0 Estimate
Underwriting Spread per $1,000:
$0.00
Bond Counsel Fee:
$15,700.00
0 Estimate
Legal/Underwriter's Counsel Fee:
$0.00
0 Estimate
Adminsitrative/Commission Fee:
$0.00
0 Estimate
Feasiblity Study Cost:
$0.00
0 Estimate
Rating Agency Fee:
$0.00
0 Estimate
Trustee Fee:
$0.00
0 Estimate
Credit Enhancement:
$0.00
0 Estimate
Escrow Costs:
$0.00
0 Estimate
Financial Advisor Fee:
$0.00
0 Estimate
Bond Insurance:
$0.00
0 Estimate
Printing, inc. Office Statement:
$0.00
0 Estimate
Out -of -State Travel:
$0.00
0 Estimate
Miscellaneous:
$0.00
0 Estimate
Issuance Team
;.s.
Name of Financial Advisor:
Public Financial Management, Inc.
Name of Bond Counsel:
Foster Pepper PLLC
Name Of Lead Underwiter(s):
Zions First National Bank
Name Of Company Insuring Bond:
Name of Bond Registrar:
The Bank of New York Mellon
Name of Trustee:
Bond Ratings,'
"A
Standard & Poor's:
Moody's:
Fitch:
Attachments
Are bond covenants available?
■ Yes 0 No
Is an Official Statement available?
0 Yes ■ No
Reporter Contact Information
>��
$
�r
h
Reporter Name:
Alice M Ostdiek
Title:
Bond Counsel
Affiliation:
Foster Pepper PLLC
Printed on 12/30/2014 10:20:45 AM
Page 2 of 3
STATE OF WASHINGTON
DEPARTMENT OF COMMERCE
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 12/30/2014 10:20:45 AM Page 3 of 3
CERTIFICATE REGARDING
REGISTRATION OF BONDS
THE BANK OF NEW YORK MELLON (the "Fiscal Agent"), paying agent and registrar
for the Bonds (defined below), certifies as follows:
1. As Fiscal Agent for the State of Washington and its political subdivisions, in
accordance with the terms and conditions of Resolution Nos. 1045 and 1107 of the State
Finance Committee and that certain Amended and Restated Agreement for Fiscal Agency
Services (the "Agreement") effective as of February 1, 2011, entered into by and between the
Fiscal Agent and the State of Washington, the Fiscal Agent acknowledges that it duly and
properly has authenticated and registered $3,850,000 principal amount of Limited Tax General
Obligation Bonds, 2014 (the "Bonds"), of the City of Tukwila, Washington, through The Bank
of New York Mellon Trust Company, N.A. (the "Trust Company") as set forth in paragraph 2
below.
2. The employees of the Trust Company, as subcontractor for the Fiscal Agent
pursuant to the Fiscal Agency Subcontract (the "Subcontract") effective as of February 28,
2014, entered into by and between the Fiscal Agent and the Trust Company, whose signatures
appear on the Certificate of Authentication on each authenticated Bond are regular employees of
the Trust Company and have authenticated the Bonds as one of their responsibilities as
employees, and each is duly authorized by the Trust Company to do the same.
3. All of such Bonds authenticated by the authorized employees of the Trust
Company bore, in the spaces appropriate for the insertion of such information, the name of the
registered owner, the principal amount, the interest rate, the maturity date, the Bond number,
and the CUSIP number thereof.
4. The Fiscal Agent accepts the duties and responsibilities created in the Agreement
and the Subcontract. The Fiscal Agent shall act in good faith, and no implied duties or
obligations shall be incurred by the Fiscal Agent other than those specified in the Agreement.
51412167.2
5. The Bonds identified below are term bonds and are subject to mandatory
redemption in accordance with the following schedule:
Principal Amount
Term Bond Mandatory Subject to Interest CUSIP
Maturity Call Date Mandatory Call Rate Number
(1)
51412167.2
2025 2025 $197,000 2.85% (1)
2026 202,000
2027 208,000
2028 214,000
2029 220,000
2030 226,000
2031 233,000
2032 239,000
2033 246,000
2034 253,000
Commencing January 1, 2019, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 31, 2024.
Commencing January 1, 2025, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 31, 2029.
Commencing January 1, 2030, interest on those Bonds maturing December 1, 2034, will be adjusted
to the 5 -year Advance Fixed Bullet Rate, as quoted by the Seattle Federal Loan Bank from time to
time, divided by 0.65, which will remain in effect through and including December 1, 2034.
DATED as of December 16, 2014.
THE BANK OF NEW YORK MELLON,
as Fiscal Agent
By: THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., solely as
subcontractor for the Fiscal Agent
By:
Title:
2
Associate
No. R
SPECIMEN
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF TUKWILA
LIMITED TAX GENERAL OBLIGATION BOND, 2014 (TAXABLE)
Interest Rate: Maturity Date: CUSIP No.:
DECEMBER 1,
Registered Owner: ZIONS FIRST NATIONAL BANK
Principal Amount: THOUSAND AND NO/100 DOLLARS
The CITY OF TUKWILA, WASHINGTON (the "City"), a municipal corporation of the State of
Washington, promises to pay to the Registered Owner identified above on the Maturity Date identified
above, from the Limited Tax General Obligation Bond Account, 2014 (the "Bond Account") maintained
by the City to pay this Bond, the Principal Amount identified above and to pay interest thereon (computed
on the basis of a 360 -day year of twelve 30 -day months) from the date of this Bond or from the most
recent interest payment date to which interest has been paid at the Interest Rate per annum set forth
above, payable semiannually on each June 1 and December 1, commencing June 1, 2015, to the maturity
or earlier redemption of this Bond. If this Bond is not redeemed when properly presented at its maturity or
call date, then interest shall continue to accrue at the Interest Rate identified above until this Bond, both
principal and interest, is paid in full or until sufficient money for its payment in full has been deposited in
the Bond Account and this Bond has been called for payment by giving notice to the Registered Owner.
Both principal of and interest on this Bond are payable in lawful money of the United States of
America. Payment of each installment of interest shall be made to the Registered Owner whose name
appears on the registration books of the City (the "Bond Register) maintained by the fiscal agent of the
State of Washington (as the same may be designated by the State of Washington from time to time)
(the "Bond Registrar") at the close of business on the record date, the 15th day of the month preceding the
interest payment date (the "Record Date"). Interest shall be paid by electronic transfer on the interest
payment date, or by check or draft of the Bond Registrar mailed on the interest payment date to the
Registered Owner at the address appearing on the Bond Register as of the Record Date. However, the
City is not required to make electronic transfers except pursuant to a request by the Registered Owner in
writing received on or prior to the Record Date and at the sole expense of the Registered Owner. Principal
is payable upon presentation and surrender of this Bond by the Registered Owner to the Bond Registrar.
This Bond is one of an authorized issue of bonds designated Limited Tax General Obligation
Bonds, 2014 (Taxable) (the "Bonds"), aggregating $3,850,000 in principal amount, maturing annually in
the years 2015 through 2024, inclusive, and 2034, of like date, tenor and effect, except as to maturity
Page 1 of 4
51412173.3
dates, interest rates, options of redemption, denominations and numbers, issued by the City for general
City purposes, all as set forth in Ordinance No. 2465 of the City (the "Bond Ordinance"). The Bonds are
issued in fully registered form in the denomination of $1,000 or any integral multiple thereof within a
single maturity.
The Bonds constitute a general indebtedness of the City and are payable from tax revenues of the
City and such other money as is lawfully available and pledged by the City for the payment of principal
of and interest on the Bonds. For as long as any of the Bonds are outstanding, the City irrevocably
pledges that it shall, in the manner provided by law within the constitutional and statutory tax limitations
provided by law without the assent of the voters, include in its annual property tax levy amounts
sufficient, together with other money that is legally available, to pay principal of and interest on the
Bonds as the same become due. The full faith, credit and resources of the City are pledged irrevocably for
the prompt payment of the principal and interest on the Bonds and such pledge shall be enforceable in
mandamus against the City.
The Bonds are subject to optional and mandatory redemption as provided in the Bond Ordinance
and the Bond Purchase Agreement in connection with the Bonds dated December 16, 2014, between the
City and Zions First National Bank.
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, including,
but not limited to, terms pertaining to defeasance, 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.
This Bond may be assigned or transferred only (i) in compliance with all applicable state and
federal securities laws and regulations in connection with such transfer, (ii) to a "qualified institutional
buyer" as defined in Rule 144A promulgated under the Securities Act of 1933, as amended, and (iii) if
endorsed in the manner provided hereon and surrendered to the Bond Registrar.
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 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 Registered Ownership of 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.
Page 2 of 4
51412173.3
IN WITNESS WHEREOF, the City has caused this Bond to be executed on behalf of the City by
the facsimile signatures of its Mayor and City Clerk and a facsimile reproduction of the seal of the City to
be printed hereon, this 16th day of December, 2014.
CITY OF TUKWILA, WASHINGTON
By
By
Date of Authentication: December 16, 2014
CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax General
Obligation Bonds, 2014 (Taxable), described in the Bond Ordinance.
WASHINGTON STATE FISCAL AGENT
Bond Registrar
By THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as subcontractor for The Bank
of New York Mellon, fiscal agent for the State of
Washington
By
Authorized Signer
Page 3 of 4
51412173.3
ASSIGNMENT
For value received, the undersigned.Registered Owner does sell, assign and transfer unto:
(name, address and social security or other identifying number of assignee)
the within mentioned Bond and irrevocably constitutes and appoints
to transfer the same on the Bond Register with full power of
substitution in the premises.
DATED:
Registered Owner
(NOTE: The signature above must correspond with the name
of the Registered Owner as it appears on the front of this Bond
in every particular, without alteration or enlargement or any
change whatsoever.)
Signature Guaranteed:
(NOTE: Signature must be guaranteed
pursuant to law.)
Page 4 of 4
51412173.3
RECEIPT FOR PAYMENT
The CITY OF TUKWILA, WASHINGTON, acknowledges receipt from Zions First
National Bank this day of $3,850,000 in full payment for the City's $3,850,000 principal amount
Limited Tax General Obligation Bonds, 2014,
DATED: December 16, 2014.
51412167.2
CITY OF TUKWILA, WASHINGTON
Peggy �yl,rthy, Finance Dire or
PURCHASER'S RECEIPT AND CERTIFICATE
I, Gary Smith, of Zions First National Bank, Salt Lake City, Utah (the "Purchaser") do
hereby certify and acknowledge on behalf of the Purchaser as follows:
1. The Purchaser acknowledges receipt this day of the $3,850,000 principal amount
of Limited Tax General Obligation Bonds, 2014 (the "Bonds"), of the City of Tukwila,
Washington (the "Issuer"), dated December 16, 2014. The Bonds are authorized pursuant to
Ordinance No. 2465 of the Issuer (the "Ordinance").
2. The Purchaser has made an investigation of all of the facts and circumstances
furnished to it by the Issuer relating to the issuance and delivery of the Bonds. Such investigation
included, without limitation, a review of: (i) the nature and purpose of the Bonds and application
of the Bond proceeds as set forth in the Ordinance, (ii) the financial condition of the Issuer,
including its outstanding debt and its ability to repay the principal of and interest on the Bonds,
(iii) the Purchaser's remedies in the event of default in the payment of principal of and interest
on the Bonds subject to applicable laws affecting creditors' rights, and (iv) the Ordinance.
3. The Purchaser acknowledges that (i) the Bonds are not registered under the
Securities Act of 1933 or 1934 or otherwise qualified for sale under the "blue sky" laws and
regulations of any state and the Ordinance has not been qualified under the Trust Indenture Act
of 1939, as amended, (ii) the Bonds carry no rating from any credit rating agency, (iii) no trading
market exists or is expected to exist for the Bonds, (iv) no official statement or other offering
material is being provided with respect to the Bonds and the Purchaser has made its own inquiry
and analysis with respect to the Issuer and the Bonds and the security therefor, and (v) the
Issuer's Consolidated Annual Financial Report and all other information regarding the Issuer
speaks only as of its date and does not contain all material information regarding the Issuer.
4. The Purchaser has sufficient knowledge and experience in financial and business
matters, including the purchase and ownership of tax exempt municipal obligations, to be able to
evaluate the risks and merits of the purchase of the Bonds. The Purchaser is satisfied that it has
had access to all information which the Purchaser as a reasonable investor has requested of the
Issuer as a result of the Purchaser having attached significance thereto in order to make a sound
investment decision and that the Issuer has responded to all requests for information, and no
further information is desired.
5. The Bonds will be held by the Purchaser for its own accord and will not be
reoffered to the public. The Purchaser is a "qualified institutional buyer" as defined in Section
144A of the Securities Act of 1933 (the "Act") and is a bank within the meaning of Section
(a)(1)(vi) of the Act. The Purchaser may only transfer the Bonds in such a manner that it will
comply with all applicable state and federal securities laws and regulations in connection with
each such transfer. Any transfer of the Bonds must be in accordance with the Ordinance and the
Bonds.
6. The undersigned is a duly appointed and acting representative of the Purchaser
and is authorized to cause the Purchaser to make the certifications contained herein by execution
of this certificate on behalf of the Purchaser.
DATED as of December 16, 2014.
ZIO
T NATIONAL BANK
FOSTER PEPPER,,,,
December 16, 2014
City of Tukwila, Washington
Zions First National Bank
Salt Lake City, Utah
Re: City of Tukwila, Washington, $3,850,000
Limited Tax General Obligation Bonds, 2014
We have served as bond counsel to the City of Tukwila, Washington (the "City"), in connection
with the issuance of the above referenced bonds (the "Bonds"), 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 Bonds are issued by the City pursuant to Ordinance No. 2465 (the "Bond Ordinance") for
general City purposes to provide the funds to carry out land acquisition and capital costs of
redevelopment activities within the City's urban renewal area, and to pay the costs of issuance and sale of
the Bonds, all as set forth in the Bond Ordinance.
Reference is made to the Bonds 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 Bonds or otherwise used in connection with the Bonds.
Based upon the foregoing, as of the date of initial delivery of the Bonds to the purchaser thereof
and full payment therefor, it is our opinion that under existing law:
1. The City is a duly organized and legally existing code city under the laws of the State of
Washington.
2. The Bonds have been duly authorized and executed by the City and are 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.
TEL: 206.447.4400 FAX: 206.447.9700 1111 THIRD AVENUE, SUITE 3400 SEATTLE, WASHINGTON 98101-3299 www.FOSTER.coM
51412214.1 SEATTLE WASHINGTON SPOKANE WASHINGTON
City of Tukwila, Washington
Zions First National Bank
December 16, 2014
Page 2
3. The Bonds constitute valid and binding general obligations of the City payable from tax
revenue of the City and such other money as is lawfully available and pledged by the City to be levied
within the constitutional and statutory limitations provided by law without the assent of the voters, 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.
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 Zions First National
Bank in connection with the Bonds or by virtue of this letter.
Respectfully submitted,
FOSTER PEPPER PLLC
Jtvr-L 7erer,1
51412214.1