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HomeMy WebLinkAbout2014 Limited Tax General Obligation Bond Anticipation Notes - $2,250,000 (Ord 2464 - Land Acquisition and Redevelopment)2014 Limited Tax General Obligation Bond Anticipation Notes $2,250,000 FOSTER PEPPERNLLC TRANSCRIPT OF PROCEEDINGS CITY OF TUKWILA, WASHINGTON $2,250,000 LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) BAN Dated: December 18, 2014 Closing Date: December 18, 2014 Bond Counsel FOSTER PEPPER PLLC CITY OF TUKWILA, WASHINGTON $2,250,000 LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) INDEX OF PROCEEDINGS Document Tab Ordinance No. 2464 (Note Ordinance) 1 Ordinance No. 2472 (Amending Ordinance No. 2464) 2 Affidavits of Publication of Ordinance No. 2464 and Ordinance No. 2472 3 Line of Credit Agreement 4 Certificates Relating to Debt Capacity 5 Calculation of Debt Limit Certificate of Assessed Valuation Certificate of General Obligation Debt Outstanding Closing Certificate 6 Certificates of Manual Signature 7 Signature Identification Certificate 8 Washington State Bond Report Form 9 Specimen Note and Note Register 10 Purchaser's Receipt and Certificate 11 Receipt for First Loan Draw 12 Opinion of Bank's Counsel 13 Legal Opinion 14 City of Tukwila Washington Ordinance No. b (, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; AUTHORIZING THE ISSUANCE OF THE CITY'S NOT TO EXCEED $2,250,000 PRINCIPAL AMOUNT LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT), TO PROVIDE INTERIM FINANCING TO CARRY OUT LAND ACQUISITION AND CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S URBAN RENEWAL AREA, AND PAY THE COSTS OF ISSUANCE AND SALE OF THE NOTE; FIXING THE DATE, FORM, MATURITY, INTEREST RATE, TERMS AND COVENANTS OF THE NOTE; APPROVING THE SALE AND DELIVERY OF THE NOTE TO THE BANK IDENTIFIED HEREIN; 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 findings and determinations set forth below. Capitalized terms have the meanings given in Section 2. 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 Note and the Bonds to finance the Project. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 1 of 9 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 authorized herein, additional limited tax general obligation bonds, and such other loans, grants and other money of the City as may be available. Pending the issuance of the Bonds authorized herein and obtaining other available sources of funds, the City is in need of interim financing in the form of the Note authorized herein. C. Debt Capacity. The maximum amount of indebtedness authorized by this ordinance is $2,250,000. 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 Tight, and sewers; and for acquiring or developing open space, park facilities, and capital facilities associated with economic development. Section 2. Definitions. As used in this ordinance, the following capitalized terms have the following meanings: A. "Authorized Increment" means $100,000 or any greater amount. B. "Authorized Officer' means the Finance Director. C. "Bank' means Bank of the West, a California banking corporation organized under the laws of the State of California. D. "Bonds" means the limited tax general obligation bonds to be issued pursuant to Section 3.A of this ordinance. E. "Business Day' means any day except a Saturday, Sunday, or other day, as determined by the Bank, on which commercial banks are authorized or required by law to close. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 2 of 9 F. "City' means the City of Tukwila, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington. G. "City Council' means the legislative authority of the City, as duly and regularly constituted from time to time. H. "Date of Delivery' means the date of the delivery of the Note to the Bank. I. "Drava' means each incremental draw upon the Note in an Authorized Increment. J. "Draw Request" means a request for a Draw submitted to the Bank by the person authorized in Section 4 to make Draws on behalf of the City, in a form attached to the Line of Credit Agreement. K. "Event of Default" means an event described as an event of default under the Line of Credit Agreement. L. "Fixed Rate" means the higher of (1) the Federal Funds Rate then in effect plus 0.5%, or (2) Bank's prevailing Prime Rate then in effect. M. "Interest Rate" means, at the option of the City as designated at the time of making each Draw on each Draw Request, either (1) a Fixed Rate, or (2) a Variable Rate. N. "LIBOR" means the rate per annum (rounded upward, if necessary, to the nearest 1/1000 of 1%) determined pursuant to the following formula: LIBOR equals Base LIBOR divided by (100% minus the LIBOR Reserve Percentage). For such purposes, (1) "Base LIBOR" means the rate per annum for United States dollar deposits quoted by the Bank as the Inter -Bank Market Offered Rate, with the understanding that such rate is quoted by the Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Variable Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Variable Rate Term and in an amount approximately equal to the principal amount to which such Variable Rate Term applies. The City understands and agrees that the Bank may base its quotation of the Inter -Bank Market Offered Rate upon such offers or other market indicators of the Inter -Bank Market as the Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter -Bank Market; and (2) "LIBOR Reserve Percentage" means any reserve percentage, as may be prescribed by the Board of Governors of the Federal Reserve System (or any successor) for "Eurocurrency Liabilities" (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by the Bank for expected changes in such reserve percentage during the applicable Variable Rate Term. O. "Line of Credit Agreement' means a written agreement between the City and the Bank setting forth certain terms and conditions of the issuance, sale and delivery of the Note, and the terms of the line of credit evidenced thereby. W: Word Processing \Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 3 of 9 P. "Maturity Date" means December 1, 2017, which date shall be extended to December 1, 2018 in accordance with Section 5. Q. "Note" means the "City of Tukwila, Washington Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit)" authorized by this ordinance. R. "Note Repayment Account" means the Limited Tax General Obligation Bond Anticipation Note Repayment Account, 2014, of the City created for the payment of the principal of and interest on the Note. S. "Note Register" means the registration records for the Note maintained by the Note Registrar. T. "Note Registrar" means the City Finance Director, whose duties include registering and authenticating the Note, maintaining the Note Register, transferring ownership of the Note, and paying the principal of and interest on the Note. U. "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. V. "Record Date" means the Note Registrar's close of business on the 15th day of the month preceding an interest payment date. With respect to redemption of a Note prior to its maturity, the Record Date shall mean the Note Registrar's close of business on the date on which the Note Registrar provides notice of prepayment. W. "Registered Owner" means the person in whose name the Note is registered on the Note Register. X. "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. Y. "Urban Renewal Project Fund' means the Facilities Fund 302 of the City designated for the purpose of carrying out the Project. Z. "Variable Rate" means a rate per annum that is fixed for a one, three or six month period, as designated by the City in connection with any Variable Rate Draw, based on 100% of LIBOR at the start of each period, plus 1.0%. No LIBOR period designated by the City may extend beyond the Maturity Date. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 4 of 9 AA. "Variable Rate Period' means a one, three or six month period with respect to a Draw which is to bear interest at a Variable Rate, to commence on a Business Day and continue for one, three or six months, as applicable, during which the entire outstanding principal balance of such Draw shall bear interest determined in relation to LIBOR as adjusted as provided herein. If any Variable Rate Period would end on a day which is not a Business Day, then such Variable Rate Period shall be extended, if necessary, to the next day that is followed by a Business Day, and further provided that, if on the first day of the last Variable Rate Period applicable hereto the remaining term of this Note is less than one month, said Variable Rate Period shall be in effect only until the scheduled maturity date thereof. Section 3. Authorization of Indebtedness. A. The Bonds. The City shall borrow money on the credit of the City and issue negotiable limited tax general obligation bonds evidencing that indebtedness in the amount of not to exceed $2,250,000 for general City purposes to provide the funds for the Project and to pay the costs of issuance and sale of the Bonds. The general indebtedness to be incurred shall be within the limit of up to 11A% of the value of the taxable property within the City permitted for general municipal purposes without a vote of the qualified voters therein. B. The Note. Pending the issuance of the Bonds and the resale of the redeveloped properties, the City is authorized to issue the Note in the principal amount not to exceed $2,250,000 for the Project. The Note shall be designated the Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) of the City. It shall be issued in registered form, numbered R-1, dated its date of delivery to the Bank and mature on the Maturity Date. The aggregate amount of Draws on the Note shall not exceed $2,250,000. The Note shall not be a revolving facility; amounts that are drawn under the Note and repaid may not be drawn again. Section 4. Terms of the Note. A. Principal; Designation of Officer to Make Draws on Note. The City Council determines that it is in the best interest of the City that the Finance Director (or her designee) be authorized to make Draws on the Note in such Authorized Increments and at such times, and bearing interest at the Interest Rates, as she may in her discretion determine are necessary or convenient to carrying out the Project. A Draw Request may be made on any Business Day and will be funded on the same Business Day if received by the Bank prior to the time set forth in the Line of Credit Agreement. Principal of the Note is due in full on the Maturity Date, subject to the provisions of Section 5. Principal may be prepaid prior to the Maturity Date as set forth in Section 6. 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 W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 5 of 9 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 1, 2015, and each April 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 1, 2015. D. Finding. The City Council finds and determines that the rate or rates of interest, the standards for the indices for the variable interest rates, and the commitment fee described in this ordinance are in the best interest of the City. Section 5. 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 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. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 6 of 9 Section 6. Prepayment. The City reserves the right to prepay all or a portion of the outstanding principal of the Note in advance of the Maturity Date at any time with no prepayment penalty. If on the date selected for prepayment, a Variable Rate Period is in effect with respect to a Draw that is to be prepaid, the City agrees to pay the Bank's breakage cost, as set forth in the Line of Credit Agreement. Section 7. Note Repayment Account. The Note Account is hereby created within the City's general obligation bond repayment fund, and is designated as the Limited Tax General Obligation Bond Anticipation Note Account, 2014. The Note Account may be drawn upon solely to pay the principal of and interest on the Note and to pay any other amounts due and owing to the Bank with respect to the Note. Principal of and interest on the Note, and commitment fees when due, shall be payable in lawful money of the United States of America by check, warrant, wire transfer or automatic clearinghouse funds, to the Registered Owner of the Note on the applicable Record Date. Section 8. Security for the Note; Pledge of Taxes. The Note constitutes a general indebtedness of the City and is payable from tax revenues of the City and such other money as is lawfully available and pledged by the City for the payment of principal of and interest on the Note. The City irrevocably pledges to redeem the Note on or before its stated maturity from the proceeds of the Bonds, from the proceeds of additional short term obligations or from other money of the City legally available for such purpose. For as long as the Note is outstanding, the City irrevocably pledges that it shall, in the manner provided by law within the constitutional and statutory limitations provided by law without the assent of the voters, include in its annual property tax levy amounts sufficient, together with proceeds of the Bonds, other short term obligation proceeds and other money that is lawfully available, to pay principal of and interest on the Note 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 Note and such pledge shall be enforceable in mandamus against the City. Section 9. Form and Execution of the Note. A. Form of the Note; Signatures and Seal. The Note shall be prepared in a form consistent with the provisions of this ordinance and Washington law. The Note shall be signed by the Mayor and the City Clerk (either or both of whose signatures may be manual or in facsimile) and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. If any officer whose manual or facsimile signature appears on the Note ceases to be an officer of the City authorized to sign Notes before the Note bearing his or her manual or facsimile signature is authenticated by the Note Registrar, or issued or delivered by the City, the Note 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 Notes. The Note also may be signed on behalf of the City by any person who, on the actual date of signing of the Note, is an officer of the City authorized to sign Notes, although he or she did not hold the required office on its Date of Delivery. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 7 of 9 B. Authentication. Only if the Note bears a Certificate of Authentication in substantially the following form, manually signed by the Note Registrar, shall it be valid or obligatory for any purpose or entitled to the benefits of this ordinance: "Certificate of Authentication. This Note is the fully registered City of Tukwila, Washington, Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit)." The authorized signing of the Certificate of Authentication shall be conclusive evidence that the Note so authenticated has been duly executed, authenticated and delivered and is entitled to the benefits of this ordinance. Section 10. Registration and Transfer. The Note shall be issued only in registered form as to both principal and interest and the ownership of the Note shall be recorded on the Note Register. The Finance Director of the City shall serve as the Note Registrar and shall keep, or cause to be kept, at her office in Tukwila, Washington, sufficient books for the registration of the Note, which shall contain the name and mailing address of the Registered Owner. The Note Registrar is authorized, on behalf of the City, to authenticate and deliver the Note in accordance with the provisions of the Note and this ordinance and to serve as the City's paying agent for the Note and to carry out all of the Note Registrar's powers and duties under this ordinance and the System of Registration. The Note may be assigned or transferred only in whole and only if endorsed in the manner provided thereon and surrendered to the Note Registrar, subject to the Bank's representations in a certificate to be provided on the Date of Delivery. Any such transfer shall be without cost to the owner or transferee and shall be noted in the Note Register. The Note may only be assigned by the Bank to another qualified investor satisfying the requirements set forth in the certificate to be signed by the Bank on the Date of Delivery and as set forth on the Note. Upon the final payment of principal of and interest on the Note, the Registered Owner shall surrender the Note to the City for destruction or cancellation in accordance with law. Section 11. Sale of the Note. The City Council has determined that the sale of the Note to the Bank, under the terms and conditions of this ordinance and the Line of Credit Agreement, is in the best interests of the City and is hereby approved and confirmed. Upon delivery of the Note to the Bank, the City shall pay to the Bank a fee of $10,000 for its attorneys' fees and shall pay the other costs of issuance. Section 12. Reporting Requirements. While the Note is outstanding, the City shall provide to the Bank a copy of or internet Zink to its annual financial statements within 270 days after the close of each fiscal year (with a copy of the audited financial statements to follow, if and when available). It shall also provide to the Bank a copy of or internet Zink to its biennial adopted budget within 60 days after adoption. Section 13. Governing Law. This ordinance, the Note and the Line of Credit Agreement shall be governed and interpreted according to the laws of Washington. Nothing in this paragraph shall be construed to limit or otherwise affect any rights or remedies of the Bank under federal law. W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 8 of 9 Section 14. 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 Notes to the Bank and for the proper application, use and investment of the proceeds of the Notes. 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 15. 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 16. Severability. The provisions of this ordinance are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this ordinance in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. Section 17. 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 Scday of 1J QC . mQ r , 2014. ATTEST/AUTHENTICATED: Christy O'Flay, MMC, City Clerk APPROVED AS TO FORM BY: Fos er ' epper PI14 unsel Filed with the City Clerk:_L Passed by the City Council: Published: Effective Date: Ordinance Number: W: Word Processing\Ordinances\LTGO Note -Bank of the West for Urban Renewal 11-19-14 PM:bjs Page 9 of 9 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. aq(( (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 Chri Bank of the West y O'FI )P7-20-0--61-1 rty, MMC, City Cle City of Tukwila Public Notice of Ordinance Adoption for Ordinances 2460-2466. On December 1, 2014 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 2460: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON GRANTING A NON-EXCLUSIVE FRANCHISE TO MCLEODUSA TELECOMMUNICATIONS SERVICES, LLC, LEGALLY AUTHORIZED TO CONDUCT BUSINESS IN THE STATE OF WASHINGTON, FOR THE PURPOSE OF CONSTRUCTING, OPERATING, AND MAINTAINING A TELECOMMUNICATIONS SYSTEM IN CERTAIN PUBLIC RIGHTS-OF-WAY IN THE CITY; REPEALING ORDINANCE NO. 1925; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2461: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, WASHINGTON, REPEALING VARIOUS ORDINANCES AS CODIFIED AT TUKWILA MUNICIPAL CODE CHAPTER 5.44, "TOW TRUCK BUSINESSES;" PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2462: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, WASHINGTON; ESTABLISHING AN EXEMPTION FROM REAL PROPERTY TAXATION FOR DEVELOPMENT OF QUALIFIED MULTI -FAMILY HOUSING; ESTABLISHING NEW REGULATIONS TO BE CODIFIED IN TUKWILA MUNICIPAL CODE CHAPTER 3.90 RELATING TO THE DESIGNATION OF A RESIDENTIAL TARGETED AREA WITHIN THE TUKWILA URBAN CENTER; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2463: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NOS. 2298 §1 (PART) AND 2258 §3, AS CODIFIED AT TUKWILA MUNICIPAL CODE SECTION 3.54.030, EXTENDING THE CITY UTILITY TAX SUNSET PROVISION; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2464: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; AUTHORIZING THE ISSUANCE OF THE CITY'S NOT TO EXCEED $2,250,000 PRINCIPAL AMOUNT LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT), TO PROVIDE INTERIM FINANCING TO CARRY OUT LAND ACQUISITION AND CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S URBAN RENEWAL AREA, AND PAY THE COSTS OF ISSUANCE AND SALE OF THE NOTE; FIXING THE DATE, FORM, MATURITY, INTEREST RATE, TERMS AND COVENANTS OF THE NOTE; APPROVING THE SALE AND DELIVERY OF THE NOTE TO THE BANK IDENTIFIED HEREIN; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2465: 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. The full text of these ordinances will be provided upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: December 4, 2014 City of Tukwila Washington Ordinance No. o(`--7c- AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NO. 2464, SECTION 4 (PART) AND SECTION 5, AND AMENDING EXHIBIT A OF ORDINANCE NO. 2465, TO CONFORM DEBT SERVICE PAYMENT DATES; AND PROVIDING FOR OTHER PROPERLY RELATED MATTERS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City previously issued its Limited Tax General Obligation Bond Anticipation Note, 2014 (the "Note") pursuant to Ordinance No. 2464, and its Limited Tax General Obligation Bonds, 2014 (the "Bonds") pursuant to Ordinance No. 2465; and WHEREAS, this amendment is necessary to conform the debt service payment dates set forth in Ordinance No. 2464 and Ordinance No. 2465, respectively, to the dates specified at closing by the purchasers of the Note and the Bonds, respectively; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Ordinance No. 2464, Section 4, Amended. Except as amended by this ordinance, all other provisions of Ordinance No. 2464 shall remain in full force and effect and all actions taken at any time prior to the effective date of this ordinance, which are consistent with Ordinance No. 2464 as so amended, are hereby ratified and confirmed in all respects. Section 4 of Ordinance No. 2464, subparagraphs B and C, are hereby amended to read as set forth below. (Additions are double underlined and deletions are enclosed in double parentheses and struck through.) W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 1 of 4 Terms of the Note. B. Interest. Each Draw shall bear interest at the Interest Rate selected by the City from the Date of each Draw, which shall be computed on the basis of a year of 360 days for the actual number of days elapsed. The City Finance Director shall designate the Fixed Rate or the applicable Variable Rate Period with respect to each Draw in the Draw Request. So long as no Event of Default has occurred and is continuing, interest shall accrue on each Draw at the applicable Interest Rate. Upon the occurrence of an Event of Default and until such default is cured, the Bank may, at its option, impose the Default Rate. Interest on the outstanding principal amount of the Note will be paid quarterly, beginning ((April))March 1, 2015, and each ((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.) W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs 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 ((ApriI))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. W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 3 of 4 Section 7. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this j& *h day of itY1 mac, , 2015. ATTEST/AUTHENTICATED: Q Christy O'Flahal4 MMC, City Clerk Ji ggertOor APPROVED AS TO FORM BY: Filed with the City Clerk: _---11 -I' Passed by the City Council:--1if -/S Published: S3-1-4 Effective Date: -1 -6 Bond Counsel Ordinance Number: ,2'471, Attachment: Exhibit A, Description of the Bonds W: Word Processing\Ordinances\LTGO Bonds -Conforming debt service payment dates 2-25-15 PM:bjs Page 4 of 4 Exhibit A EXHIBIT A DESCRIPTION OF THE BONDS (a) Principal Amount: $3,850,000 (b) Purchase Price: $3,850,000 (par amount of the Bonds) (c) Interest Payment Dates: June 1 and December 1, commencing June 1, 2015. (d) Maturity and Interest Rates: The Bonds shall mature on the dates and bear interest at the initial rates (computed on the basis of a 360 -day year of twelve 30 -day months), as follows: City of Tukwila, Washington Limited Tax General Obligation Bonds, 2014 (Taxable) Maturity Principal Interest Maturity Principal Interest (Dec 1) Amount Rate (Dec 1) Amount Rate 2015 $141,000 0.85% 2021 $ 165,000 3.93% 2016 149,000 1.17 2022 172,000 4.32 2017 150,000 1.60 2023 179,000 4.63 2018 153,000 2.17 2024 187,000 4.86 2019 156,000 2.67 *** ''* *** 2020 160,000 3.26 2034 2,238,000 2.85(1) (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((Dcccmbcr 31)), 2024. Commencing December 1, 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 ((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 CO 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 ije SeattleTimes 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. Seattle Times 12/04/14 ���,..•./,,,Agent Steve Olen Signature ff°' ig E. o OTA � Subscribed and sworn to before me on he CG/r) bar S a i`y `a DATE U,•: PUB1...10 0��� O(,v L1 I /214 A /� 6Z A.) E OU6 °•:e'.29- `• �f? ry Signature) Notary Public in afor the State of Washington, residing at Seattle c�Op VU...... 1ggq JA -e) (9(7,c, (`the Seattle t'i,imes Re: Advertiser Account # 107510 Ad #: 497007 Agency Account #: 0 Agency Name: AD TEXT City of Tukwlla Public Notice of Ordinance Adoption for Ordinances 2460-2466. On December 1, 2014 the CIIy Council of the CII9 of Tukwila, -Washing on, adorFled which fallowing bythe 11110 as foin llows: Ordinance Ordinance 2460: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA. WASHINGTON GRANT- ING A NON-EXCLUSIVE FRANCHISE TO MCLEODUSA TELECOMMUNICA- _-.-TIO RIZED VICES. LLC. LEGA LY AU- THORIZED TO CONDUCT BUSINESS IN THE STATE OF WASHINGTON, FOR THE PURPOSE OF CONSTRUCTING, OPER- ATING, AND MAINTAINING A TELECOM- MUNICATIONS SYSTEM IN CERTAIN PUBLIC RIGHTS -OF- AY IN THE CITY; REPEALING ORDINANCE NO 1925, PROVIDING ED• BLISHING ASEVERABILITY; EFFECTIVE ATE Ordinance 2461: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON WASHING- TON, REPEALING VARIOUS ORDI- NANCES AS CODIFIED AT TUKWILA ()TOW TRUCK BUSINESSES:" PROVID- ING ROVID- LIHIING AN EFFECTIVE:DATE ESTAB- LISHING COUNCIIL OF THE CITY OF TUKWILA. WASHINGTON, WASHING- TON; ESTABLISHING AN EXEMPTION FROM REAL PROPERTY TAXATION FOR DEVELOPMENT OF QUALIFIED MULTI -FAMILY HOUSING; ESTABLISH- ING NEW REGULATIONS TO BE CODI- F ED 771I24 TUKWILA MUNICIPAL CODE GNAfION 3.90 RELATING L RESIDENTIAL TTAR- GETED AREA WITHIN THE TUKWILA URBAN CENTER; PROVIDING FOR SEVERABILITY: AND ESTABLISHING AN EFFECTIVE DATE. Ordinance 2463: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AMENDING ORDINANCE NOS. 2298 51 (PART) AND 2250 93, AS CODIFIED AT TUKWILA MUNICIPAL CODE SECTION 3.54.030 EXTENDING THE CITY UTILITY TA)2 SEVERABILIITY51 PROVISION; PROVIDING ESTABLISHING AN EFFECTIVE DATE. Ordinance 2464: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA. WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; AUTHORIZING THE ISSUANCE OF THE CITY'S NOT TO EXCEED S2 250,000 PRINCIPAL AMOUNT LIMITE6 TAX GENERAL OBLIGATION BOND AN- TICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT). TO PROVIDE INTERIM FINANCING TO CARRY OUT LAND ACQUISITION AND CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES WITHIN THE CITY'S UR- BAN RENEWAL AREA, AND PAY THE COSTS OF ISSUANCE AND SALE OF THE NOTE; FIXING THE DATE, FORM. .. MATURITY, INTEREST RATE TERMS AND COVENANTS OF THE N6TE: AP- PRROVING THEASALE SAND DELIVERY FFI EDHHEREIN; TPROVI DING FORE EV- ERAEILITY2 DANE, ESTABLISHING AN Ordinance 2405• AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF 33,850,000 AGGREGATE• LIIETAX (GENERAL PAL AMOUNT • BONDS TO PROVIDE FUNDS TO CARRY OUT LAND ACQUISITION AND CAPITAL COSTS OF REDEVELOPMENT ACTIVITIES ,ANREEWAL WITHIN THE TO PAY OFE THOET BONDS SUFIXINGA CERTAIN TERMS AND COVENANTS OF THE BONDS; AND PROVIDING FOR OTHER RELATED MATTERS; PROVIDING FOR ANVEF ECTIVE;DAAND TE. ESTABLISHING The full text of these ordinances will be provided upon request. Christy O'Floherty. MMC, CITY Clerk Published Seattle Times: December 4, 2014 The $eaUteThies 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 Times Company, publisher of The Seattle Times of general circulation published daily in King and Snohomish..Counties, State...:. of Washington: TheSeattle Times has been approved asa 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) Seattle Times 03/19/15 Elana Hansen Signature Age ty.,,,�ii�+ ~,s. . �\\\,,"%1111 ., :N mac_ y5xo1,.E•;pIl,,,� ti. f,� . s. -C.& 54 ` o"' i- �,%,'ub cribed and sworn to before me on ! Y �Qa 1P R. xi, ......., i 'o .' G . .., iv.;, „„,,r,_, e • PAINAina C, McKenna r�i� TF t- ' Notary Public in an • r th- State of Washington, residing at Seattle /1!,I ,�+oF�W Pse., ..;.- • TO -ale-Titties Re: Advertiser Account # 107510 Agency Account #: 0 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 TUICWILA, WASHINGTON, RELATING TO, CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF NOT TO EXCEED 56,250,000 AGGREGATE PRINCIPAL OBLIGATION LIMITEDOTAX PROVIDE FUNDS TO PAY OR REIMBURSE THE CITY FOR THE COST OF ROAD CON- STRUCTION 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; 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. Ordlnance 2472: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUICWILA, WASHINGTON, AMEND- ING ORDINANCE NO. 2464, SECTION 4 (PART) AND EXHIBIT A OF ORDINAND NCES ND - O. 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 AND AUTHORIZING THE DEVELOP- MENT 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 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 upon request. Christy O'Flaherty, MMC, City Clerk Published Seattle Times: March 19, 2015 Ad #: 527077 Agency Name: LINE OF CREDIT AGREEMENT Dated as of December 18, 2014 between CITY OF TUKWILA, WASHINGTON and BANK OF THE WEST 47206371.6 SECTION ARTICLE I Section 1.01. Section 1.02. ARTICLE II Section 2.01. Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 2.10. Section 2.11. Section 2.12. ARTICLE III Section 3.01. Section 3.02. ARTICLE IV Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. Section 4.10. Section 4.12. Section 4.14. Section 4.15. Section 4.16. Section 4.17. Section 4.18. Section 4.20. 47206371.6 TABLE OF CONTENTS HEADING PAGE DEFINITIONS 1 Definitions 1 Accounting Terms and Determinations 8 THE CREDIT 9 Commitment to Lend 9 Method of Borrowing, Continuing or Converting Loans; Account to Which Proceeds of Loans to Be Credited 9 The Notes 11 Maturity of Loans and Term Loans 11 Interest Rates 11 Fees 12 Optional Termination or Reduction of Commitment 13 Mandatory Termination or Reduction of Commitment 13 Optional Prepayments; Funding Indemnity 14 General Provisions as to Payments 14 Computation of Interest and Fees 14 The Term Loans 14 CONDITIONS 15 Effectiveness 15 Borrowings Other Than Refunding Borrowings During the Revolving Credit Period 16 REPRESENTATIONS AND WARRANTIES 16 Organization, Powers, Etc 16 Authorization; No Contravention 16 Binding Effect 17 Financial Information 17 Litigation 17 Employee Benefit Plans, Etc 17 Status of Notes 18 Taxes 18 Full Disclosure 18 No Default 18 No Sovereign Immunity 19 Insurance 19 Pending Legislation and Decisions 19 Incorporation of Representations and Warranties 19 Federal Reserve Board Regulations 19 Environmental Laws 20 Compliance with Laws 20 -1- SECTION Section 4.21. Section 5.22. Section 4.23. ARTICLE V Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12. Section 5.13. Section 5.14. Section 5.15. Section 5.16. Section 5.17. Section 5.19. Section 5.21. Section 5.22. Section 5.23. Section 5.25. Section 5.26. Section 5.27. ARTICLE VI Section 6.01. Section 6.02. Section 6.03. ARTICLE VIII Section 7.01. Section 7.02. TABLE OF CONTENTS (CONTINUED) HEADING PAGE Usury 20 Financing Documents to Constitute a Contract and a Legal Obligation 20 Financing Documents 20 COVENANTS 21 Information 21 Payment of Obligations; Removal of Liens 22 Maintenance of Property 22 Conduct of Business and Maintenance of Existence 22 Compliance with Laws 22 Inspection of Property, Books and Records 22 Use of Proceeds 23 Incorporation of Covenants by Reference; No Amendments; Etc 23 ERISA Matters 23 Further Assurances 23 Related Obligations 23 Insurance 23 Sovereign Immunity 23 Proceeds of Notes 24 Preservation of Lien 24 Additional Note or Collateral 24 Parity Creditors and Covenants 24 Investment Policy 24 Certain Information 24 Consolidation or Merger 24 Accounting Methods and Fiscal Year 24 Impairment of Bank's Rights 24 Investments 25 Swap Contracts 25 EVENTS OF DEFAULT 25 Events of Default 25 Effect of Event of Default 27 Right of Setoff 27 INCREASED COSTS AND TAXES 27 Additional Costs 27 Taxes 28 ARTICLE VIII MISCELLANEOUS Section 8.01. Notices 47206371.6 30 30 -11- SECTION Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. EXHIBIT A-1 EXHIBIT A-2 EXHIBIT B EXHIBIT C EXHIBIT D 47206371.6 TABLE OF CONTENTS (CONTINUED) HEADING PAGE No Waivers 31 Expenses; Documentary Taxes; Indemnification 31 Amendments and Waivers 31 Successors and Assigns 31 Governing Law; Venue 32 Counterparts; Integration 32 Waiver of Jury Trial 32 Severability 32 FORM OF NOTICE OF LOAN DRAW A-1-1 FORM OF NOTICE OF CONTINUATION OR CONVERSION OF LOAN FOLLOWING END OF INTEREST PERIOD A-2-1 FORM OF NOTICE OF CHANGE OF BANK ACCOUNT B-1 FORM OF NOTE C-1 No DEFAULT CERTIFICATE OF THE CITY D-1 -111- LINE OF CREDIT AGREEMENT This Line of Credit Agreement (this `Agreement"), dated as of December 18, 2014, is made between the City of Tukwila, a municipal corporation duly organized and existing under the laws of the State of Washington (the "City"), and Bank of the West, a California banking organization duly organized and existing under the laws of the State of California (the 'Bank"). RECITALS WHEREAS, the City has adopted Ordinance No. 2464 (the "Ordinance ") to finance community renewal projects, including but not limited to land acquisition, demolition, site preparation and other related redevelopment purposes; and WHEREAS, the City is in need of interim financing in the form of the Note authorized by the Ordinance to fulfill the purposes of the Ordinance; and WHEREAS, the City has requested that the Bank purchase the Note and make loans evidenced thereby; and WHEREAS, the Bank has agreed to make loans and purchase the Note evidencing those loans, on the terms and conditions set forth herein; NOW, THEREFORE in consideration of the mutual promises, covenants and conditions contained herein, and for other goodand valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. (a) Capitalized terms used herein but not otherwise defined in subsection (b) below or elsewhere herein shall have the meanings given to thein in the Ordinance. (b) The following terms, as used herein, have the following meanings: "Affiliate" means any other Person controlling or controlled by or under common control with the City. For purposes of this definition, "control," when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting rights, membership, the power to appoint members, trustees or directors, by contract or otherwise. "Applicable Law" shall mean (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rules, regulations and orders of all Governmental Authorities, (B) Governmental Approvals and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity) and arbitrators. Whenever the Applicable 47206371.6 Law of a particular jurisdiction is referred to in this Agreement, such reference shall be deemed to include the Applicable Law of all political subdivisions of such jurisdiction. Notwithstanding the foregoing, this Agreement shall be construed in accordance with and governed as provided in Section 8.06 hereof. "Authorized Officer" means the Finance Director of the City. "Base Rate" means, for any day, a rate of interest per annum equal to the higher of (i) the Prime Rate or (ii) the Federal Funds Rate plus 0.5%. The term "Base Rate" as used herein shall be used interchangeably with the term "Fixed. Rate" as used in the Ordinance. For all purposes under both this Agreement and the Ordinance, the definition of Base Rate set forth in this Agreement shall control. "Business Day" means (i) for all purposes other than as set forth in clause (ii) below, any day except a Saturday, Sunday or any other day on which commercial banks in New York are authorized or required by law to close, and (ii) with respect to all notices and determinations in connection with the LIBOR Rate and Interest Periods, any day that is a Business Day described in clause (i) above and that is also a day for trading by and between banks in U.S. Dollar deposits in the London interbank market. "Change in Law" shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any Law, including, without limitation, any Risk -Based Capital Guidelines, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd -Frank Wall Street Reform and Consumer Protection Act and all requests, rules, ruling, guidelines, regulations or directives thereunder or issued in connection therewith and (ii) all requests, rules, rulings, guidelines, regulations or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued. "City Council" means the legislative authority of the City as duly and regularly constituted from time to time. "Commitment" means the amount of $2,250,000, as such amount may be reduced from time to time pursuant to Sections 2.07, 2.08 and 6.01 hereof. "Commitment Fee" means the Commitment Fee set forth in Section 2.06 hereof. "Controlled Group" 'means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with the City or any of its controlled entities, are treated as a single employer under Section 414 of the Code. 47206371.6 -2- "Debt" of any Person means, at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee which are capitalized in accordance with GAAP, (v) all obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property, (vi) all non -contingent obligations of such Person to reimburse the Bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (vii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, (viii) all Debt of others guaranteed by such Person, and. (ix) all obligations of such Person under any Swap Contract. "Default" means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. "Default Rate" means the Prion Rate plus 5.0%. "Determination Date" has the meaning set forth in Section 2.05(e). "Effective Date" means the date this Agreement becomes effective in accordance with Section 3.01. "Electronic Means" means notice through e-mail or other electronic means of communication. "Environmental Claim" means any administrative, regulatory or judicial investigations, proceedings, actions, suits, demand letters, claims, liens, notices of noncompliance or violation, relating in any way to any Environmental Law likely to result in an Environmental Liability of the City that could reasonably be expected to have a Material Adverse Effect on the City's business, financial condition or operations ("claims ")including without limitation (a) claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial, or other actions or damages pursuant to any applicable Environmental Law, and (b) claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment. "Environmental Law(s) " means any and all federal, state, local andforeign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to air, water or land pollution, wetlands or the protection of the environment or to emissions, discharges or releases of Hazardous Materials into the environment, including, without limitation, ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials or the clean up or other remediation thereof. 47206371.6 -3- "Environmental Liability" means any liability of the City that could reasonably be expected to have a Material Adverse Effect on the City's business, financial condition or operations, contingent or otherwise (including any such liability for damages, costs of environmental remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, presence, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute. "Event of Default" has the meaning set forth in Section 6.01. "Excess Interest Amount" shall have the meaning assigned to such term in Section 2.05(d)(ii). "Excluded Tax" shall mean, with respect to the Bank or any Holder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which the Bank or such Holder is organized or in which its principal office is located, and (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the City is located. "Facility Maturity Date" means December 1, 2017, or such later date agreed to by the Bank in writing. The term "Facility Maturity Date" as used herein shall be used interchangeably with the term "Maturity Date" as used in the Ordinance. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, that: (a) if such day is not a Business Day, then the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day; and (b) if no such rate is so published on such next succeeding Business Day, then the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of one one-hundredth of 1.00%) charged to the Bank on such day on such transactions as determined by the Bank. "Financing Documents" means this Agreement, the Ordinance and the Note. "Fiscal Year" means the fiscal year of the City ending on December 31 of each calendar year. "Fitch" means Fitch, Inc. 47206371.6 -4- "GAAP" has the meaning set forth in Section 1.02. "General Obligation Debt" means any general obligation indebtedness of the City determined in accordance with the laws of the State. "Governmental Approvals" shall mean an authorization, consent, approval, license or exemption of, registration or filing with, or report to, any Governmental Authority. "Governmental Authority" shall mean the government of the United States or any other nation or any political subdivision thereof or any governmental or quasi -governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instrumentality of any governmental entity or other entity exercising executive, legislative, judicial, taxing, regulatory, fiscal, monetary or administrative powers or functions of or pertaining to government, or any arbitrator, mediator or other Person with authority to bind a party at law. "Hazardous Materials" means all explosive or radioactive substances or wastes andall hazardous or toxic substances, contaminants, chemicals, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes andall other substances or wastes of any nature regulated pursuant to any Environmental Law. "Holder" shall mean the Bank and any other holder of the Note, or any entity to which the Bank or any such other holder sells a participation in the Note, as applicable (whether or not the City was given notice of such sale and whether or not the Holder has an interest in the Note at the time amounts are payable to such Holder thereunder and under this Agreement) (and shall include any holder of the Term Loan). "Indemnified Taxes" shall mean Taxes other than Excluded Taxes. "Interest Period" means a period commencing on a Business Day and continuing for 1, 3, or 6 months, as designated by the City, during which all or a portion of the outstanding principal balance of the related LIBOR Loan bears interest determined in relation to the LIBOR Rate; provided however, that (i) no Interest Period may be selected for a principal amount less than two hundred fifty thousand dollars ($250,000) or such greater amount which is an integral multiple of one hundred thousand dollars ($100,000), (ii) if the day after the end of any Interest Period is not a Business Day (so that a new Interest Period could not be selected by the City to start on such day), then unless otherwise expressly indicated by the City to the Bank at the time such Interest Period is selected by the City, such Interest Period shall continue up to, but shall not include, the next Business Day after the end of such Interest Period, unless the result of such extension would be to cause any immediately following Interest Period to begin in the next calendar month in which event the Interest Period shall continue up to, but shall not include, the Business Day immediately preceding the last day of such Interest Period, and (iii) no Interest Period shall extend beyond the Facility Maturity Date. The term "Interest Period" as used herein shall be used interchangeably with the term "Variable Rate Period" as used in the Ordinance. For 47206371.6 -5- all purposes under both this Agreement and the Ordinance, the definition set forth in this Agreement shall control. "Investment Policy" means the investment policy of the City as posted on the City's website as of the Effective Date. "Laws" shall mean any treaty or any federal, regional, state and local law, statute, rule, ordinance, regulation, code, license, authorization, decision, injunction, interpretation, order or decree of any court or other Governmental Authority. "Lending Office" means the office of the Bank to which notices of Loan Draws andother notices hereunder shall be given and to which payments of amounts due hereunder and under the Note shall be made, which office (and any changes thereto) shall be communicated promptly by the Bank to the City at its address specified in or pursuant to Section 8.01. "LIBOR Loan" means any Loan bearing interest at the LIBOR Rate. The term "LIBOR Loan" as used herein shall be used interchangeably with the term "Variable Rate Draw" as used in the Ordinance. For all purposes under both this Agreement and the Ordinance, the definition of LIBOR Loan set forth in this Agreement shall control. "LIBOR Rate" means the rate of interest per annum determined by the Bank based on the rate for United. States dollar deposits for delivery on the first day of each Interest Period for a period approximately equal to such Interest Period as reported on Reuters Screen LIBOR01 page (or any successor page) at approximately 11:00 a.m., London time, two Business Days prior to the first day of such Interest Period (or if not so reported, then as determined by the Bank from another recognized source or interbank quotation), rounded upward, if necessary, to the nearest whole 1/100 of 1%. The term "LIBOR Rate" as used herein shall be used interchangeably with the term "LIBOR" as used in the Ordinance. For all purposes under both this Agreement and the Ordinance, the definition set forth in this Agreement shall control. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, the City shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" means a Loan to be made by the Bank, representing an incremental draw by the City against the Note. All Loans shall be made in accordance with a Notice of Loan Draw that indicates either a LIBOR Loan or a Base Rate Loan. The term "Loan" as used herein shall be used interchangeably with the term "Draw" as used in the Ordinance. "Material Adverse Effect" means (a) a materially adverse effect upon the City's business, financial condition or operations, (b) an adverse effect upon the binding nature, validity or enforceability of the Financing Documents or the City's obligations thereunder, or (c) a material adverse effect (i) on the authority or ability of the City to perform any of its obligations under any Financing Document or the ability of the City to complete the transactions contemplated 47206371.6 -6- hereunder or thereunder or (ii) on the rights, remedies, security or interests of the Bank hereunder or under the other Financing Documents or on the validity, enforceability of the Ordinance. "Maximum Rate" means the maximum rate of interest on the relevant obligation permitted by applicable law. "Moody's" means Moody's Investors Service, Inc. "Note" means the Limited Tax General Obligation Bond Anticipation Note, 2014 of the City substantially in the form set forth in Exhibit C hereto, evidencing the obligation of the City to repay the Loans and interest thereon made in accordance with this Agreement. Upon the Facility Maturity Date and the conversion to the Term Loan in accordance with Section 2.12, the Note shall evidence the obligation to repay the Term Loan in accordance with this Agreement. "Notice of Loan Draw" has the meaning set forth in Section 2.02(a)(i). "Other Taxes" shall mean all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Financing Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Financing Document. "Participant" has the meaning set forth in Section 8.05(b). "Person" means an individual, a corporation, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. "Plan" means, with respect to the City and each subsidiary at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and either (i) is maintained by a member of the Controlled Group for employees of a member of the Controlled Group of which the City or such subsidiary is a part, (ii) is maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group of which the City or such subsidiary is a part is then making or accruing an obligation to make contributions or has within the preceding five plan years made contributions. "Pledged Revenues" means the pledge by the City of its full faith, credit and resources, payable from tax revenues of the City and such other money as is lawfully available and pledged by the City pursuant to the Ordinance and this Agreement for the payment of all Loans evidenced by the Note and all other obligations under this Agreement. "Prime Rate" means, for any date, the per annum rate of interest in effect for such day as publicly announced from time to time by the Bank as its "Prime Rate," such rate being the rate of interest most recently announced within the Bank at its principal office as its "Prime Rate," with 47206371.6 -7- the understanding that the Bank's "Prime Rate" may not be its lowest rate of interest but is one of the Bank's base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as the Bank may designate; any change in the Prime Rate shall take effect at the opening of business on the day specified in the public announcement of such change. "Quarterly Payment Date" means the first day of the last month of each calendar quarter (i.e., each March 1, June 1, September 1 and December 1). "Ratings" means the lowest long-term unenhanced debt ratings assigned at the request of the City to any General Obligation Debt by each of Moody's, Fitch or S&P. "Rating Agency" means each of S&P, Moody's and Fitch. "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. "Risk -Based Capital Guidelines" shall mean (i) the risk-basedcapital guidelines in effect in the United States on the Effective Date, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the Effective Date. "S&P" means Standard & Poor's, a business of Standard & Poor's Financial Services LLC. "State" means the State of Washington. "Taxes" shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. "Term Loan" has the meaning set forth in Section 2.12(a). "Term Loan Maturity Date" means December 1, 2018. "Termination Date" means the Facility Maturity Date or, if earlier, the date on which the Commitment is terminated or permanently reduced to zero in accordance with the terms hereof. Section 1.02. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred with or required by the State's Budgeting, Accounting, and Reporting System ("BARS") manual applicable to the City and by 47206371.6 -8- the Washington State Auditor's Office) with the most recent audited financial statements of the City delivered to the Bank hereunder ("GAAP"). ARTICLE II THE CREDIT Section 2.01. Commitment to Lend. (a) Loans. The Bank agrees, on the terms and conditions set forth in this Agreement, to make Loans to the City pursuant to this Section from time to time in amounts such that the aggregate principal amount of Loans by the Bank at any one time outstanding shall not exceed the amount of the Commitment. Within the foregoing limit, the City may borrow under this subsection (a) or, to the extent permitted by Section 2.09, prepay, the Loans. (b) Extension of Facility Maturity Date. (i) No later than 120 days prior to the Facility Maturity Date, the City may request the Bank to extend the then current Facility Maturity Date for a period of no less than 365 days. If the Bank, in its sole discretion, elects to extend the Facility Maturity Date then in effect, it may deliver to the City within 60 days of receiving said request a written notice of extension (herein referred to as a "Notice of Extension") designating the date to which the Facility Maturity Date is being extended. Such extension of the Facility Maturity Date shall be effective, after receipt of such Notice of Extension, on the Business Day following the date of delivery of such Notice, and thereafter all references in this Agreement to the Facility Maturity Date shall be deemed to be references to the date designated as such in the most recent Notice of Extension delivered to the City. Any date to which the Facility Maturity Date has been extended in accordance with this Section 2.01(b) may be extended in like manner. If the Bank fails to provide the City with a Notice of Extension as provided hereinabove, the Bank shall be deemed not to have consented to the City's request for extension. The Bank shall promptly use commercially reasonable efforts to notify the City if it will not extend the Facility Maturity Date, but the Bank's failure to do so shall be deemed a denial of the extension request. (ii) Notwithstanding the foregoing, it is understood and agreed that the foregoing provisions are intended for the convenience of the parties only and shall in no respect prohibit the parties from agreeing to extend the Facility Maturity Date under other circumstances or at other times. If the Facility Maturity Date is extended under any other circumstances, the Bank shall give prompt written notice thereof to the City. (iii) If the Facility Maturity Date is extended, whether pursuant to subsection (i) above or otherwise, the City shall be deemed to have made the representations and warranties contained herein on the date on which the Facility Maturity Date is so extended. Section 2.02. Method of Making a Loan Draw, Continuing or Converting Loans; Account to Which Proceeds of Loans to Be Credited. (a)(i) The City shall give the Bank notice in the form of Exhibit A-1 hereto, executed by an Authorized Officer of the City (a "Notice of Loan Draw"), by not later than 11:00 a.m. (San Francisco time) on the third Business Day before each LIBOR Loan and not later than 11:00 a.m. (San Francisco time) on the second. Business Date 47206371.6 -9- before each Base Rate Loan (or, in each case, such shorter time as the Bank may agree), specifying: (A) the date of such Loan, which shall be a Business Day, (B) whether such Loan is a LIBOR Loan by selecting the 1 -month, 3 -month or 6 -month LIBOR Rate or the Base Rate for a Base Rate Loan, (C) with respect to any LIBOR Loan, the Interest Period applicable thereto, and. (D) the aggregate amount of such Loan (which shall not exceed the difference between (i) the amount of the Commitment and. (ii) the aggregate principal amount of Loans then outstanding). (ii) Notwithstanding anything contained herein to the contrary, the City may continue (at the end of an Interest Period) or convert (at the end of an Interest Period) any LIBOR Loan to a Base Rate Loan, and vice versa (i) with respect to a Loan of, continuation of or conversion to a LIBOR Loan, only upon three (3) Business Days prior notice in the form of Exhibit A-2 hereto (or such shorter time as the Bank may agree) as provided in in this Section 2.02 and (i) with respect to a borrowing of or conversion to a Base Rate Loan, on the same Business Day, in each case by giving appropriate notice to the Bank prior to 11:00 a.m., San Francisco time, on such Business Day. If the City fails to give notice of continuation of any LIBOR Loan by such time prior to the endof an Interest Period, such Loan shall automatically be continued into a LIBOR Loan of the same Interest Period. Upon the occurrence and during the continuance of any Event of Default, the City shall not be permitted to borrow or continue any LIBOR Loan, and any LIBOR Loans outstanding upon the occurrence of an Event of Default shall automatically be converted to a Base Rate Loan at the end of the then applicable Interest Period for such Loans. (c) Subject to the provisions of subsection (b) of this Section 2.02, by not later than 3:00 p.m. (San Francisco time) on the date of each Loan, the Bank shall wire transfer, in federal or other immediately available funds, the proceeds of such Loan to the following account: Bank Name: US Bank Bank Address: Tukwila Branch 151 Andover Park E Tukwila, WA 98188 Bank Phone Number: (206) 431-2580 Bank Account Number: 153501052069 ABA Routing Number: 125000105 For Account of: City of Tukwila 6200 Southcenter Blvd Tukwila, WA 98188 Contact: Laurie Anderson, (206) 433-1848 The City may, from time to time, change such account by written notice to the Bank, executed by an Authorized Officer of the City, given to the Bank at its address referred to in Section 8.01. 47206371.6 -10- (d) The Bank shall not be obligated to honor more than one Loan on any Business Day. (e) Each Loan shall be in the principal amount requested by the City pursuant to each notice in the form of Exhibit A-1 or Exhibit A-2, as applicable, hereto but in any event in a minimum principal amount of $250,000 or such greater amount which is an integral multiple of $100,000; provided, however, that the Bank shall not be obligatedto make more than three (3) LIBOR Rate Loans to the City in any calendar year. Section 2.03. The Note. (a) The Loans shall be evidenced by a single Note payable to the Bank in an amount equal to the total Commitment. (b) The Bank shall record the date, amount, type, Interest Period (if applicable) and maturity of each Loan made by it and the date and amount of each payment of principal made by or on behalf of the City with respect thereto, and prior to any transfer of a Note shall endorse on the schedule forming a part thereof appropriate notations to evidence the foregoing information with respect to each Loan then outstanding evidenced by such Note; provided, that the failure of the Bank to make any such recordation or endorsement, or any error therein, or failure to submit any such notations to the City shall not affect the obligations of the City hereunder or under such Note. The Bank is hereby irrevocably authorized by the City so to endorse such Note and to attach to and make a part of each such Note a continuation of any such schedule as and when required. Section 2.04. Maturity of Loans and Term Loan. (a) Each Loan evidenced by the Note shall mature, and the principal amount thereof (together with all accrued andunpaidinterest therein) shall be due and payable, on the Facility Maturity Date. (b) The Term Loan shall mature, and the principal amount thereof (together with all accrued and unpaid interest thereon) shall be due and payable, on the Term Loan Maturity Date. Section 2.05. Interest Rates. (a) Subject to subsections (d) and (e) below, each Loan shall bear interest on the outstanding principal amount thereof, for each day from the date such Loan is made until it becomes due or is prepaid, at a rate per annum equal to the LIBOR Rate or the Base Rate, as applicable. Such interest then due shall be payable on each Quarterly Payment Date, on the Facility Maturity Date, any date set for prepayment, and the Term Loan Maturity Date. (b) Reserved. (c) The Bank shall determine the interest rate applicable to each Loan hereunder, based on the index (i.e., Base Rate or LIBOR Interest Period) selected by the City in the Notice of Loan Draw. The Bank shall give prompt notice to the City by facsimile or electronic mail of each rate of interest so determined, and its determination thereof shall be conclusive in the absence of manifest error. (d) (i) If the amount of interest payable for any period in accordance with terms hereof exceeds the amount of interest that would be payable for such period hadinterest for such period 47206371.6 -11- been calculated at the Maximum Rate, then interest for such period shall be payable in an amount calculated at the Maximum Rate for such period. (ii) Any interest that would have been due and payable for any period but for the operation of Section 2.05(d)(i) shall accrue and be payable as provided in this paragraph (ii) and shall, less interest actually paidto the Bank for such period, constitute the "Excess Interest Amount." If there is any accrued and unpaid Excess Interest Amount as of any date then the principal amount with respect to which interest is payable shall bear interest at the Maximum Rate, until the earlier of repayment of such principal or payment to the Bank of the entire Excess Interest Amount. If there is any accrued and unpaid Excess Interest Amount as of any Quarterly Payment Date, then, on the current and each subsequent Quarterly Payment Date, interest shall be paid at the Maximum Rate rather than the otherwise applicable rate until the earlier of (A) payment to the Bank of the entire accrued Excess Interest Amount or (B) the Facility Maturity Date. Notwithstanding the foregoing, all unpaid Excess Interest Amount shall be, to the extent permitted by law, due and payable by the City as a fee on the Facility Maturity Date (or if such Excess Interest relates to the Term Loan, on the Term Loan Maturity Date). (iii) Notwithstanding the foregoing, on the date on which no principal amount hereunder remains unpaid, the City shall pay to the Bank a fee equal to any accrued and unpaid Excess Interest Amount. (e) If the Bank determines in its sole discretion at any time (the "Determination Date ") (andonly during such period) that it can no longer make, fund or maintain LIBOR Rate Loans because of illegality, or the LIBOR Rate cannot be ascertained or does not accurately reflect the Bank's cost of funds, then the Bank will notify the City and thereafter will have no obligation to make, fund or maintain LIBOR Rate Loans. On and after the Determination Date (but only for period such determination continues) Loans already in effect and to be in effect will bear interest at the Base Rate. (f) Subject to subsection (e) above, the Term Loan shall bear interest on the outstanding principal amount thereof, from the Facility Maturity Date to the Term Loan Maturity Date, at a rate per annum equal to the Base Rate plus 2.0%, payable on each Quarterly Payment Date. Such interest shall be payable on each Quarterly Payment Date and on the Term Loan Maturity Date. Section 2.06. Fees. (a) The City agrees to pay to the Bank a nonrefundable fee (the "Commitment Fee ") accruing at a rate per annum on the average daily unused amount of the Commitment of 0.5%. The Commitment Fee shall be payable quarterly in arrears on the Quarterly Payment Date for the period from and including the Effective Date to and including the Facility Maturity Date), and on the Termination Date. The Commitment Fee shall be calculated on the basis of a 360 -day year and actual days elapsed. 47206371.6 -12- (b) Upon each amendment hereof, consent or waiver hereunder or under any Financing Document, the City shall pay or cause to be paid reasonable attorneys' fees and expenses, if any, incurred by the Bank in processing such amendment, consent or waiver and a fee to the Bank of $2,500 (or such other amount as the City and the Bank may mutually agree) for each such amendment, consent or waiver. (c) If the City shall fail to pay any amount payable under this Section 2.06 as and when due, each such unpaid amount shall bear interest for each day from and including the date it was due until paid in full at the Default Rate. (d) The City shall pay within thirty (30) days after demand: (i) all costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Financing Documents and such other documents which may be delivered in connection therewith; (ii) the fees and out-of-pocket expenses for counsel or other consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Financing Documents or in connection with Events of Default, potential Events of Default and responding to requests from the City for approvals, consents and waivers; and (iii) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Financing Document, together with interest at the Default Rate. (e) Any principal of, and to the extent permitted by Applicable Law, any interest on, the Loans and any other sum payable hereunder, which is not paid when due shall bear interest, from the date due and payable until paid, payable on demand, at a rate per annum equal to the Default Rate. Section 2.07. Optional Termination or Reduction of Commitment. Prior to the Facility Maturity Date, the City may, upon at least three Business Days' notice to the Bank, (i) terminate the Commitment at any time, if no Loans are outstanding at such time, or (ii) ratably reduce the Commitment from time to time by an aggregate amount of $250,000 or any larger integral multiple of $100,000, which amount shall be not greater than the amount of the Commitment in excess of the aggregate outstanding principal amount of the Loans; provided, that the Bank may require the City to pay any breakage costs if a LIBOR Loan is prepaid mid -contract. Section 2.08. Mandatory Termination or Reduction of Commitment. (a) The Commitment shall terminate on the Termination Date, and any Loans then outstanding (together with accrued interest thereon and all other amounts payable hereunder) shall be due and payable on such date. (b) If at any time an Event of Default shall have occurred and be continuing, the Bank may in accordance herewith deliver a written notice to that effect to the City, and the obligations 47206371.6 -13- of the Bank to fund further Loan Draws shall immediately terminate hereunder, and the Commitment shall be reduced to be equal to the amount of all Loans then outstanding. Section 2.09. Optional Prepayments; Funding Indemnity. The City may, upon at least one (1) Business Days' notice to the Bank, prepay any Loan in whole at any time, or from time to time in part in amounts aggregating $250,000 or any larger integral multiple of $100,000, by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment; provided, however, if the Bank shall incur any loss, cost, or expense (including, without limitation, any loss, cost, or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired or contracted to be acquired by the Bank to make the Loan or the relending or reinvesting of such deposits or other funds or amounts paidor prepaid to the Bank) as a result of any prepayment of LIBOR Loans (or prepayment or repayment for any other reason, including by maturity) on a date other than an Quarterly Payment Date for any reason, whether before or after default, and whether or not such payment is required by any provision of this Agreement or the Ordinance, then upon the demand of the Bank, the City shall pay to the Bank such amount as will reimburse the Bank for such reasonable loss, cost, or expense. If the Bank requests such an amount it shall provide to the City a certificate setting forth the computation of the loss, cost, or expense giving rise to the request for such an amount in reasonable detail and such certificate shall be conclusive absent manifest error. Section 2.10. General Provisions as to Payments. The City shall make each payment of principal of, and interest on, the Loans and the Term Loan and of fees hereunder, not later than 3:00 p.m. (San Francisco time) on the date when due, in federal or other funds immediately available in San Francisco, to the Bank at its address referred to in Section 8.01. Whenever any payment of principal of, or interest on, the Loans or the Term Loan or of fees shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day. If the date for any payment of principal is extended by operation of law or otherwise, interest thereon shall be payable for such extended time. Section 2.11. Computation of Interest and Fees. Interest and fees shall be calculated on the basis of a 360 -day year based upon the actual number of days elapsed. Section 2.12. The Term Loan. (a) Generally. On the Facility Maturity Date, so long as (i) no Default or Event of Default shall have occurred and be continuing, or would result therefrom, and (ii) the representations and warranties of the City set forth in Article IV hereof are true and correct in all material respects as of such date, the Loans, if any, maturing on such date shall be automatically converted to a single term loan (the "Term Loan "), the proceeds of which shall be deemed to have repaid the Loans and the City's obligations under the Note. The Term Loan shall be evidenced by the Note. The Term Loan may be repaid in whole or in part on any Business Date upon prior written notice from the City to the Bank. (b) Repayment. The Term Loan shall be payable in four (4) equal (as nearly as possible) quarterly installments on each Quarterly Payment Date, beginning with the first such date to occur after the making of the Term Loan; provided, however, that, notwithstanding anything contained herein to the contrary, the entire principal amount of the Term Loan, plus 47206371.6 -14- accrued and unpaid interest thereon, shall be due and payable in full on the Term Loan Maturity Date. ARTICLE III CONDITIONS Section 3.01. Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions shall have been satisfied: (a) receipt by the Bank of a counterpart hereof signed by each of the parties hereto; (b) receipt by the Bank of a duly executed Note, dated on or before the Effective Date, complying with the provisions of Section 2.03; (c) receipt by the Bank of opinion of Foster Pepper PLLC, Counsel for the City, in a form acceptable to the Bank andcovering such matters relating to the transactions contemplated hereby or by the Financing Documents as the Bank may reasonably request (including, without limitation, as to the validity and enforceability of the Financing Documents against the City); (d) receipt by the Bank of a certified copy of the Ordinance (as in effect on the Effective Date) and a certificate of an Authorized Officer, dated the Effective Date, certifying that the Ordinance is in full force and effect on the Effective Date and that there has been no other amendment or supplement of, or modification to, any provision of any such instrument, except as set forth therein; (e) receipt by the Bank of a certificate of an Authorized. Officer, dated the Effective Date, certifying that (i) each of the City's representations and warranties contained (or incorporated by reference) herein is true and correct on and as of the Effective Date, (ii) no Default or Event of Default has occurred and is continuing, (iii) no petition by the City has at any time been filed under the United States Bankruptcy Code or under any similar law; and (iv) no material adverse change has occurred in the Ratings, business, financial position, or operations of the City since December 31, 2013, except as disclosed in writing to the Bank prior to the Effective Date; (f) receipt by the Bank of a certificate of the City Clerk or any Deputy City Clerk, dated the Effective Date, certifying as to the authorization and signatures of the officers of the City who are authorized to execute and deliver this Agreement and the Note then being delivered; and (g) receipt by the Bank of all opinions, certificates and other documents it may reasonably request relating to the existence of the City, the corporate authority for and the validity of this Agreement and the Note then being delivered, and any other matters relevant hereto or thereto, all in form and substance satisfactory to the Bank. 47206371.6 -15- Section 3.02. Loan Draws. The obligation of the Bank to fund a Loan Draw on the occasion of any Loan, or to convert any Loan to or continue any LIBOR Rate Loan on or prior to the Facility Maturity Date is subject to the satisfaction of the following conditions: (a) receipt by the Bank of a Notice of Loan Draw (or appropriate notice regarding continuation or conversion) as required by Section 2.02; (b) the fact that, immediately after such Loan, continuation or conversion the aggregate outstanding principal amount of the Loans will not exceed the amount of the Commitment; (c) the fact that, immediately before and as a result of giving effect to such Loan, continuation or conversion no Event of Default to which the Loan relates shall have occurred and be continuing; and (d) the fact that the representations and warranties of the City contained in this Agreement ((i) except the representations and warranties set forth in Section 4.04(c)) shall be true and correct in all material respects on and as of the date of such Loan, continuation or conversion. Each Loan, continuation or conversion hereunder shall be deemed to be a representation and warranty by the City on the date of such Loan as to the facts specified in clauses (b), (c) and. (d) of this Section. ARTICLE IV REPRESENTATIONS AND WARRANTIES The City represents and warrants that: Section 4.01. Organization, Powers, Etc. The City is a municipal corporation duly organized and existing under the laws of the State of Washington and possesses all material governmental licenses, authorization, consents and approvals required to carry on its business as now conducted, to borrow under this Agreement and to issue the Note under the Ordinance and in accordance with this Agreement. Section 4.02. Authorization; No Contravention. The Ordinance has been duly adopted and is in full force and effect. The execution, delivery and performance by the City of this Agreement (including, without limitation, the borrowing of Loans in an aggregate principal amount not to exceed the amount of the Commitment), the Note and the other Financing Documents (as applicable) are within the City's powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official (other than action by the City, which has been taken) and do not contravene, or constitute a default under, any provision of Applicable Law or regulation or of any indenture, mortgage, deed of trust, lease, other agreement, judgment, injunction, order, decree or other 47206371.6 -16- instrument binding upon the City or any of its assets or result in the creation or imposition of any Lien on any asset of the City. Section 4.03. Binding Effect. This Agreement and each of the other Financing Documents constitute legal, valid and binding obligations of the City and the Note will constitute a legal, validand binding obligation of the City, enforceable against the City in accordance with their respective terms, except as such enforceability may be limited by the City's bankruptcy, insolvency, reorganization, moratorium or other laws or equitable principles relating to or limiting creditors' rights generally and by limitations on remedies available against public agencies such as the City in the State. Section 4.04. Financial Information. (a) The audited financial statements of the City as of December 31, 2013 a copy of which has been delivered to the Bank, fairly present, in conformity with GAAP applicable to governmental entities in the State consistently applied throughout the period covered thereby, the financial position of the City as of such date and its results of operations and cash flows for such fiscal year. (b) The unaudited statements of income of the City for the fiscal quarter ended September 30, 2014, a copy of which has been delivered to the Bank, fairly present the unaudited results of the finances of the City for such quarterly period (subject to normal year-end adjustments). (c) Since December 31, 2013 there has been no material adverse change in the business, financial position, or results of operations of the City. Section 4.05. Litigation. There is no action, suit or proceeding pending against, or to the best knowledge of the City threatened against or affecting, the City or relating to the Ordinance or any other Financing Document, or the Note before any court or arbitrator or any governmental body, agency or official in which, if adversely determined, could materially adversely affect the business, financial position or results of operations of the City, or which in any manner draws into question the validity or enforceability of this Agreement or any other Financing Document, or any such action or proceeding affecting the existence of the City, the titles of their respective officers to their respective offices, or seeking to prohibit, restrain or enjoin issuance of the Note, the ability of the City to make the pledge of Pledged Revenues or incur the obligation, for payment of the Note, or in any way contesting or affecting the validity or enforceability of the Note, this Agreement or any other Financing Document to which the City is a party, or contesting the powers of the City or any member of the City for the issuance of the Note or the execution, delivery and performance of this Agreement and any other Financing Documents to which the City is a party. Section 4.06. Employee Benefit Plans, Etc. The City has no funding deficiency with respect to any employee benefit Plan and is otherwise in compliance with terms of any such plan in which the City or any of its employees participates. The City is not subject to ERISA and maintains no Plan as that term is defined in this Agreement. 47206371.6 -17- Section 4.07. Security for the Note; Pledge of Full Faith and Credit. (a) The Note constitutes a general indebtedness of the City and is payable from tax revenues of the City and such other money as is lawfully available and pledged by the City for the payment of principal of and interest on the Note and for any other amount due to the Bank hereunder. For as long as the Note is outstanding, the City irrevocably pledges that it shall, in the manner provided by law within the constitutional and statutory limitations provided by law without the assent of the voters, include in its annual property tax levy amounts sufficient, together with proceeds of the Bonds (as provided in the Ordinance), other short-term obligation proceeds andother money that is lawfully available, to pay principal of and interest on the Note 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 Note and such pledge shall be enforceable in mandamus against the City. (b) The Note constitutes a bond anticipation note, as contemplated by Section 3B of the Ordinance. The City hereby irrevocably pledges to redeem the Note on or before its stated. maturity from the proceeds of the Bonds, from the proceeds of additional short-term obligations or from other money of the City legally available for such purpose. Section 4.08. Taxes. The City has timely filed or caused to be filed all tax returns, if any, which are required to be filed, has correctly stated the facts regarding any tax liability of the City on such returns and has paid all taxes, if any, shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees and other charges imposed on it or any of its property by any governmental body, agency or authority (other than those the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which appropriate reserves in accordance with GAAP have been provided on the books of the City); and no tax liens have been filed and, to the best knowledge of the City, no claims are being actively asserted with respect to any such taxes, fees or other charges (other than those the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which appropriate reserves in accordance with GAAP have been provided on the books of the City). Section 4.09. Accurate Disclosure. All information heretofore furnished (including pursuant to any representation or warranty) by the City to the Bank for purposes of or in connection with this Agreement or any other Financing Document or any transaction contemplated hereby or thereby is, and all such information hereafter furnished by the City to the Bank will be, true and accurate in all material respects on the date as of which such information is stated or certified. Section 4.10. No Default. The City is not in default in the performance, observance or fulfillment of any of its material obligations, covenants or conditions contained in this Agreement. The City is not presently in default under any material agreement to which it is a party which could reasonably be expected to have a Material Adverse Effect and no petition by or against the City has at any time been filed under the United States Bankruptcy Code or any similar federal or State statute. No payment default has occurred and is continuing under any General Obligation Debt. The City is not in violation of any material term of any bond indenture 47206371.6 -18- or agreement to which it is a party or by which any of its property or assets is bound in any manner that would reasonably be expected to have a Material Adverse Effect. Section 4.11. No Sovereign Immunity. Under the laws of the State, the City, and the Pledged Revenues are not exempt or immune from, whether on the basis of sovereign immunity or any similar legal or equitable principle, doctrine or rule of law and whether now or at any time hereafter arising, (1) jurisdiction, (2) liability, suit or other legal or equitable remedy for the amounts due and payable under the Note, this Agreement or any of the other Financing Documents or the performance of any of its other obligations hereunder or thereunder, or (3) enforcement of any judgment, order or decree to which the City or the Pledged Revenues may be made subject. Section 4.12. Insurance. The City currently maintains, by way of participation in a joint intergovernmental insurance pool, insurance against such fire, public liability and such other risks and in such amounts as are customarily insured against by entities of like type, size and. character to the City. Section 4.13. Pending Legislation and Decisions. To the best knowledge of the City, there is no (a) pending amendment to the Constitution of the State; (b) administrative interpretation of the Constitution of the State or any State law; (c) legislation that has passed either house of the legislature of the State in the current legislative session; or (d) published judicial decision interpreting any of the foregoing, the effect of which will materially adversely affect (i) the issuance of the Note, the security for the Note or the City's obligations hereunder or under any of the other Financing Documents; (ii) the creation, organization, or existence of the City or the titles to office of the officer executing this Agreement or any other Financing Documents to which the City is a party; or (iii) the City's ability to repay when due its obligations under this Agreement, the Note, any obligations hereunder and the other Financing Documents. Section 4.14. Incorporation of Representations and Warranties. The City hereby makes to the Bank the same representations and warranties made by the City in the Ordinance, which representations and warranties, together with the related definitions of terms contained therein, are incorporated herein by this reference with the same effect as if each and every such representation and warranty and definition were set forth herein in its entirety. No amendment to or waiver of such representations, warranties or definitions made pursuant to the Ordinance shall be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Bank. Section 4.15. Federal Reserve Board Regulations. The City will not use any part of the proceeds of the Note or the funds advanced under any Loan and has not incurred any indebtedness to be reduced, retired or purchased by the City out of such proceeds, for the purpose of purchasing or carrying any margin stock or violating Regulation T, U or X of the Board of Governors of the Federal Reserve System, and the City does not own and will not acquire any such "margin stock" as defined in Regulation U. 47206371.6 -19- Section 4.16. Environmental Laws. In the ordinary course of its business, the City conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the City, in the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean up or closure of properties presently or previously owned or operated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, and related constraints on operating activities, andany actual or potential liabilities to third parties, including employees, and any related costs and expenses). To the best knowledge of the City, and except as described to the Bank with respect to the Duwamish Waterway cleanup, the City and its assets and property (1) have not become subject to any Environmental Liability nor does the City know of any basis for any Environmental Liability that is likely to have a Material Adverse Effect on the City's business, financial condition or operations, (2) has not received notice of any Environmental Claim or of any failure or alleged failure to comply with applicable federal, state or local health and safety statutes or regulations, except for notices of Environmental Claims or of failures or alleged failures to comply that, singly or in the aggregate, have not had and cannot have a Material Adverse Effect, and (3) to the best knowledge of the City, is in compliance with all Environmental Laws and has obtained and maintains or complies with, in all material respects, any permit, license or other approval required under any Environmental Law. Section 4.17. Compliance with Laws. The City is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign. Section 4.18. Usury. Under State law, the City may not assert a defense of usury with respect to the rate of interest payable by the City with respect to Note held by the Bank or the obligations to the Bank hereunder. Section 4.19. Financing Documents to Constitute a Contract and a Legal Obligation. The provisions of the Note, this Agreement, the Ordinance and any other Financing Documents constitute a contract between the City and the Bank and the Holders, as applicable, and a separate legal obligation of City, and, in each case, such provisions are enforceable by appropriate suit, action or proceedings at law or in equity in any court of competent jurisdiction. Section 4.20. Financing Documents. The City has delivered to the Bank a true and correct copy of the Ordinance. 47206371.6 -20- ARTICLE V COVENANTS The City agrees that, so long as the Bank has any Commitment hereunder or any amount payable under any Loan (including the Term Loan) or this Agreement remains unpaid: Section 5.01. Information. The City will deliver to the Bank: (a) as soon as available and in any event no later than the last day of the ninth month following the end of each fiscal year of the City, the balance sheets of the City as of the end of such fiscal year and the related statements of income and cash flow for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, prepared in accordance with Washington BARS manual, which financial statements may be unaudited if the audit is not yet available from the Washington State Auditor's Office (provided that the audited version will be provided to the Bank once it is available); (b) as soon as available and in any event within sixty (60) days after adoption, the annual budget of the City and subsequently, any amendments adopted or approved by the City Council; (c) simultaneously with the delivery of each set of financial statements referred to in clause (a) above, the Authorized Officer shall deliver a certificate in the form of Exhibit D hereto to the Bank stating that no Default or Event of Default has occurred and is continuing under this Agreement; (d) promptly and in any event within five Business Days after the Finance Director of the City obtains knowledge of any Default, if such Default is then continuing, a certificate of an Authorized Officer or other representative of the City setting forth the details thereof and the action which the City is taking or proposes to take with respect thereto; (e) promptly and in any event within five Business Days after the Finance Director obtains knowledge of any litigation and any other action, suit, proceeding, inquiry or investigation that is commenced or threatened (A) against the City and that seeks damages in excess of applicable insurance coverages then in effect, (B) which seeks injunctive relief, which, if granted, would be likely to have a Material Adverse Efffect on the City's ability to perform its obligations hereunder, (C) which alleges criminal misconduct by the City or any officer, employee or agent of the City that could reasonably be expected to have a Material Adverse Effect on the City, or (D) which alleges the violation of any law regarding, or seeks remedies in connection with, any Environmental Liabilities that singly or in the aggregate could reasonably be expected to exceed applicable insurance coverages then in effect; 47206371.6 -21- (f) promptly after the occurrence or receipt thereof, as applicable, (A) written notice of a communication from any labor union of an intent to strike the City at a future date (in each case that could reasonably be expected to have a Material Adverse Effect on the City) with such notice to include a description of the action or actions that the City propose to take with respect thereto; and (B) the passage of a bill or other legislation through at least one house of the State legislature, or the certification to a ballot of any initiative or referendum which ,if passed, would be likely to have a Material Adverse Effect on the validity or enforceability of any of the Financing Documents or the City's ability to repay the Note; (g) promptly after the adoption thereof, copies of any amendments to the Financing Documents; and (h) from time to time such additional information regarding the financial position or business of the City as the Bank may request. Section 5.02. Payment of Obligations; Removal of Liens. The City will (a) pay and discharge, at or before maturity, all obligations and liabilities which, if not promptly paid would be likely to have a Material Adverse Effect on the City's ability to repay the Note, in accordance with the terms thereof, including, without limitation, tax liabilities, except where the same may be contested in good faith by appropriate proceedings, and will maintain, in accordance with GAAP appropriate reserves, if any, for the accrual of any of the same. Section 5.03. Maintenance of Property. The City will keep all of its property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted. Section 5.04. Conduct of Business and Maintenance of Existence. The City will continue to engage in business of the same general type as now conducted by the City, and will preserve, renew and keep in full force and effect its existence and its rights, privileges and franchises necessary or desirable in the normal conduct of a municipal corporation organized in the State. Section 5.05. Compliance with Laws. The City will comply in all material respects with all Applicable Laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, environmental laws), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings. Section 5.06. Inspection of Property, Books and Records. The City will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to the business and activities of the City; and will permit representatives of the Bank to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, and employees, all at such reasonable times and as often as may reasonably be desired. 47206371.6 -22- Section 5.07. Use of Proceeds. The proceeds of the Loans made under this Agreement will not be used, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any "margin stock" within the meaning of Regulation U. Section 5.08. Performance of Covenants; No Amendments; Etc. (a) The City agrees that it will perform and observe each and every covenant and agreement required to be performed or observed by it under this Agreement and each of the other Financing Documents. (b) The City will not amend, modify, waive or terminate, or consent to any amendment to or modification, waiver or termination of, any provision of the Ordinance or any other Financing Document which would in any respect adversely affect the rights, remedies, security or interests of the Bank under this Agreement, the Ordinance, the Note or any of the other Financing Document, if any, without the prior written consent of the Bank. Section 5.09. ERISA Matters'. The City will not adopt, or incur any material obligation or liability under or in respect of, any employee benefit plan, within the meaning of Section 3(3) of ERISA, that is subject to Title I or Title IV of ERISA. Section 5.10. Further Assurances. The City shall, upon the request of the Bank, from time to time, execute and deliver and, if necessary, file, register and record such financing statements, amendments, confirmation statements and other documents and instruments and take such further action as may be reasonably necessary to effectuate the provisions of this Agreement and the Financing Documents. Except to the extent it is exempt therefrom, the City will pay or cause to be paid all filing, registration and recording fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment of such instruments of further assurance, and all federal or state fees and other similar fees, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Agreement, the Financing Documents and such instruments of further assurance. Section 5.11. Related Obligations. The City shall promptly pay all amounts payable by it hereunder and under the Financing Documents according to the terms hereof or thereof and shall duly perform each of its obligations under this Agreement and the other Financing Documents to which it is a party; which provisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such provision were set forth herein in its entirety without giving effect to any amendment or supplement of the Financing Documents to which the Bank has not given its express written consent. Section 5.12. Insurance. The City will at all times maintain the insurance described in Section 4.12. Section 5.13. Sovereign Immunity. To the fullest extent permitted by Applicable Law, the City irrevocably agrees that it will not claim any immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction or order for specific performance, or (iv) enforcement of any judgment to which it or its revenues might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably 47206371.6 -23- waives, to the fullest extent permitted by Applicable Law, with respect to itself and its revenues (irrespective of their use or intended use), all such immunity. To the extent that the City has or hereafter may acquire under any Applicable Law any right to immunity from setoff or legal proceedings on the grounds of sovereignty or otherwise, the City, to the extent permitted by law, hereby irrevocably waives such rights to immunity for itself and agrees not to invoke any defense of immunity in respect of its obligations arising under or related to this Agreement. Section 5.14. Proceeds of Note. The proceeds of the Note will be used by the City solely for the purposes described in the Ordinance. Section 5.15. Preservation of Pledge. The City shall take all necessary action to maintain, perfect and preserve the Pledge securing the Note and the payment and performance of the City's obligations hereunder. Section 5.16. Additional Note or Collateral. If at any time the City shall seek to restrain or preclude payment of a Loan or the Term Loan or any court shall extend the term of this Agreement or take any other action which has a similar effect, then, in each case, the City shall provide the Bank with a Note or other collateral of a type and value satisfactory to the Bank as security for the obligations of the City hereunder. Section 5.17. Reserved. Section 5.18. Investment Policy. The City shall provide the Bank with a copy of any amendment to its Investment Policy following the adoption of any such amendment. In no event shall the City make any investment of funds by (i) increasing or compounding the dollar amount of funds available for investment by obtaining loans or purchasing securities on margin or (ii) materially deviating from the Investment Policy in effect on the Effective Date, without the prior written consent of the Bank. Section 5.19. Certain Information. The City shall not include in an offering document any information concerning the Bank that is not supplied in writing, or otherwise approved, by the Bank expressly for inclusion therein. Section 5.20. Consolidation or Merger. The City shall not, in any manner that is likely to have a Material Adverse Effect on the City's ability to repay the Note, consolidate with or merge into another Person, or permit one or more other Persons to consolidate with or merge into it, or acquire all or substantially all of the property and assets of any other Person, without prior written consent of the Bank. Section 5.21. Accounting Methods and Fiscal Year. The City will not adopt, permit or consent to any change in accounting practices other than as required by GAAP and will not adopt, permit or consent to any change in its Fiscal Year without the prior written consent of the Bank. Section 5.22. Impairment of Bank's Rights. The City shall not take or permit any action, under the Ordinance or any other Financing Document, or under any General Obligation Debt 47206371.6 -24- otherwise inconsistent with or impairing the rights, remedies, security or interests of the Bank under this Agreement including, without limitation, the obligation of the City to pay any obligations owed to the Bank. Section 5.23. Investments. The City will not make any investment, nor enter into any agreements for the purpose of effecting any investment, which is not permitted under State law, the City's organizational documents or the Ordinance. Section 5.24. Swap Contracts. The City will not enter into any rate swap transactions, basis swaps, total return swaps, credit derivative transactions, forward rate transactions, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward. bond or forward bond price or forward bond index transactions, interest rate options, cap transactions, floor transactions, collar transactions, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. ARTICLE VI EVENTS OF DEFAULT Section 6.01. Events of Default. If one or more of the following events ("Events of Default ") shall have occurred and be continuing, they shall each constitute an Event of Default hereunder: (a) the City shall fail to pay when due any principal of or interest on any Loan, the Term Loan, the Note, the Commitment Fee, any other fees or amounts payable hereunder, provided that failure to pay the Loans on the Facility Maturity Date shall not be an Event of Default if the Loans are converted to a Term Loan in accordance with Section 2.12; (b) the City shall fail to observe or perform any covenant contained (or incorporated by reference) herein and such failure shall continue for a period of sixty (60) days, unless the City is diligently pursuing cure of any such failure; (c) the City shall fail to make any payment in respect of any General Obligation Debt when due or within any applicable grace period; (d) the City shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of 47206371.6 -25- creditors, or shall fail generally to pay its debts as they become due, or shall take any action to authorize any of the foregoing; (e) an involuntary case or other proceeding shall be commenced against the City seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) days; or an order for relief shall be entered against the City under the federal bankruptcy laws or applicable state law as now or hereafter in effect; (f) (i) a judgment or order for the payment of money in excess of applicable insurances coverages in an amount that is likely to have a Material Adverse Effect on the City's ability to repay the Note shall be rendered against the City andsuch judgment or order shall continue unsatisfied and unstayed for a period of thirty (30) days, or (ii) the City shall have failed to promptly lift any execution, garnishment, or attachment pursuant to a judgment or order which could reasonably be expected to impair the City's ability to carry on its business; (g) any material provision of this Agreement or any other Financing Document, shall at any time cease to be valid and binding on the City, or shall be declared to be null and void as a result of a final non -appealable judgment by a court of competent jurisdiction or by any Governmental Authority having jurisdiction, or the validity or enforceability thereof shall be contested by the City; (h) there shall occur a termination, winding up, liquidation or dissolution of the City or the consolidation or merger of the City with or into any Person in any manner that is likely to have a Material Adverse Effect on the repayment of the Note; (i) a moratorium shall have been declared or announced (whether or not in writing) by official action of the City Council with respect to any General Obligation Debt; (j) the powers of the City shall be materially limited, or the Ordinance shall be modified or amended without the prior written consent of the Bank, in either case, in any way such that such limitation, modification or amendment prevents the City from paying its General Obligation Debts as they become due; (k) any "event of default" under any Financing Document shall have occurred; or (1) a downgrade of any Rating on General Obligation Debt below "Baa2" by Moody's or "BBB" by either S&P or Fitch or any withdrawal or suspension for credit related reasons of any Rating on General Obligation Debt. 47206371.6 -26- then, and in every such event, the Bank (i) may, by written notice to the City terminate the Commitment to make additional Loans evidenced by the Note, and (ii) the Bank shall also be entitled to exercise any and all other rights and remedies available at law or in equity. Promptly following the taking of any action or the occurrence of any event or condition referred to above, the Bank shall give notice thereof to the City, but the failure to give any such notice or any delay in giving any such notice shall not impair the validity or effect of any action or event or condition referred to above. Section 6.02. Effect of Event of Default. From and after the occurrence of an Event of Default, all amounts owing to the Bank hereunder and amounts owing on any Note and all other obligations of the City hereunder shall bear interest at the Default Rate. Section 6.03. Right of Setoff. Upon the occurrence of an Event of Default, the Bank and its affiliates may, at any time and from time to time, without notice to the City or any other Person (any such notice being expressly waived), set off and appropriate and apply, against and on account of, any obligations and liabilities of the City to the Bank or its affiliates arising under or connected with this Agreement and the Financing Documents, without regard to whether or not the Bank shall have made any demand therefor, and although such obligations and liabilities may be contingent or unmatured, any and all deposits (general or special, including but not limited to indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts or accounts subject to a prior lien in favor of a creditor extending credit to the City) and any other indebtedness or other payment obligation at any time held or owing by the Bank or its affiliates to or for the credit or the account of the City. ARTICLE VII INCREASED COSTS AND TAXES Section 7.01. Additional Costs. (a) Increased Costs Generally. If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or advances, loans or other credit extended or participated in by, the Bank or any Holder; (ii) subject to the Bank or any Holder to any Tax of any kind whatsoever with respect to this Agreement, the related Note, any Loan or Term Loan made by it, or change the basis of taxation of payments to the Bank or such Holder in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 7.02 hereof and the imposition of, or any change in the rate of any Excluded Tax payable by the Bank or such Holder); or (iii) impose on the Bank or any Holder any other condition, cost or expense affecting this Agreement or the Note or the Term Loan; 47206371.6 -27- and the result of any of the foregoing shall be to increase the cost to the Bank or such Holder of making Loans or the Term Loan or maintaining the Commitment, or to reduce the amount of any sum received or receivable by the Bank or such Holder hereunder, under the related Note, under any Loan or under the Term Loan(s) (whether of principal, interest or any other amount) then, upon written request of the Bank or such Holder, the City shall promptly pay to the Bank or such Holder, as the case may be, such additional amount or amounts as will compensate the Bank or such Holder, as the case may be, for such additional costs incurred or reduction suffered. (b) Capital or Liquidity Requirements. If the Bank or any Holder determines that any Change in Law affecting the Bank or such Holder or the Bank's or such Holder's parent or holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on the Bank's or such Holder's or the Bank's or such Holder's parent or holding company holding, if any, as a consequence of this Agreement, or of making Loans or the Term Loan or maintaining the Commitment, to a level below that which the Bank or such Holder or the Bank's or such Holder's parent or holding company could have achieved but for such Change in Law (taking into consideration the Bank's or such Holder's policies and the policies of the Bank's or such Holder's parent or holding company with respect to capital or liquidity adequacy), then from time to time upon written request of the Bank or such Holder the City shall promptly pay to the Bank or such Holder, as the case may be, such additional amount or amounts as will compensate the Bank or such Holder or the Bank's or such Holder's parent or holding company for any such reduction suffered. (c) Certificates for Reimbursement. A certificate of the Bank or any Holder setting forth the amount or amounts necessary to compensate the Bank or any such Holder or the Bank's or any such Holder's parent or holding company, as the case may be, as specified in paragraph (a) or (b) of this Section in reasonable detail setting forth the computation of such compensation (including the reason therefor), and delivered to the City, shall be conclusive absent manifest error. The City shall pay the Bank or any such Holder, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. (d) Delay in Requests. Failure or delay on the part of the Bank or any such Holder to demand compensation pursuant to this Section shall not constitute a waiver of the Bank's or any such Holder's right to demand such compensation. Section 7.02. Taxes. (a) Payments Free of Taxes. Any and all payments to the Bank or other Holder by or on account of any obligation of the City hereunder or under the Note shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the City shall be required by Applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required. deductions (including deductions applicable to additional sums payable under this Section) the Bank or such Holder receives an amount equal to the sum it would have received had no such deductions been made, (ii) the City shall make such deductions and (iii) the City shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law. 47206371.6 -28- (b) Payment of Other Taxes by the City. Without limiting the provisions of paragraph (a) above, the City shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law. (c) Indemnification by the City. The City shall indemnify the Bank and the other Holders, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Bank or such Holder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the City by the Bank or such Holder shall be conclusive if reasonably determined. In addition, the City shall indemnify the Bank and the other Holders, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by the Bank as a result of any failure of the City to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Bank and the other Holders, pursuant to clause (d), documentation evidencing the payment of Taxes. (d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the City to a Governmental Authority, the City shall deliver to the Bank and such other Holder, as applicable, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Bank or such Holder, as applicable. (e) Treatment of Certain Refunds. If the Bank or any other Holder determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section (including additional amounts paidby the City pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Bank or such Holder, as applicable, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the Bank or such Holder, as applicable, agrees to repay the amount paid over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or such Holder, as applicable, in the event the Bank or such Holder, as applicable, is requiredto repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Bank or such Holder, as applicable, be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the Bank or such Holder, as applicable, in a less favorable net after -Tax position than the Bank or such Holder, as applicable, would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This paragraph shall not be construed to require the Bank or such Holder, as applicable, to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the City or any other Person. 47206371.6 -29- (f) Survival. Without prejudice to the survival of any other agreement of the City hereunder, the agreements and obligations of the City contained in this Section shall survive the termination of this Agreement and the payment in full of the Note and the obligations of the City thereunder and hereunder. ARTICLE VIII MISCELLANEOUS Section 8.01. Notices. All notices, requests, consents and other communications to either party hereunder shall be in writing (including by Electronic Means) and shall be given to such party at its address or by Electronic Means set forth below or at such other address or other manner as such party may hereafter specify for the purpose by at least five (5) Business Days' prior notice to the other party. Each such notice, request, consent or other cominunication shall be effective (i) if given by Electronic Means and the appropriate answerback is received, (ii) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid or (iii) if given by any other means, when deliveredat the address specified in this Section; provided, that notices to the Bank under Article II or Article VII shall not be effective until received. Bank: If to City: 47206371.6 Bank of the West 180 Montgomery Street, 9th Floor San Francisco, California 94104 Telephone: (415) 765-4938 E -Mail: Ted.Neu@bankofthewest.com Attention: Edward C. Neu, Director With a copy to: Marjorie Antaki Matthews E-mail: Mariorie.AntakiMatthews@bankofthewest.com Wire instructions: Bank of the West ABA #121100782 Account: Commercial Loan Servicing Account#239855332 Ref: City of Tukwila 1060637853 City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 Telephone: (206) 433-1838 E -Mail: peggy.mccarthy(ctukwilawa.gov Attention: Finance Director -30- Section 8.02. No Waivers. No failure or delay by the Bank in exercising any right, power or privilege hereunder or under the Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Section 8.03. Expenses; Documentary Taxes; Indemnification. (a) The City shall pay (i) all out-of-pocket expenses of the Bank, including fees and disbursements of counsel for the Bank, in connection with the preparation of this Agreement, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) all out-of-pocket expenses incurred by the Bank, including fees and disbursements of counsel, in connection with any Event of Default or alleged Event of Default, and collection, bankruptcy, insolvency and other enforcement proceedings resulting therefrom. The City shall, to the extent permitted by law, indemnify the Bank against any transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the Note. (b) To the fullest extent permitted by Applicable Laws of the State, the City agrees to indemnify the Bank and hold the Bank harmless from and against any and all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, the reasonable fees and disbursements of counsel, which may be incurred by the Bank in connection with or relating to or arising out of this Agreement or any other Financing Document, or any of the transactions contemplated hereby or thereby, or any actual or proposed use of proceeds of Loans hereunder; provided that the Bank shall not have the right to be indemnified hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non -appealable judgment. Section 8.04. Amendments and Waivers. Any provision of this Agreement or the Note may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the City and approved by or signed by, as applicable, the Bank. Section 8.05. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that neither party may assign or otherwise transfer any of its rights under this Agreement without the prior consent of the other party. (b) The Bank may at any time grant to one or more banks or other institutions (each a "Participant") participating interests in its Commitment or any or all of its Loans or the Term Loan. In the event of any such grant by the Bank of a participating interest to a Participant, whether or not upon notice to the City, the Bank, shall remain responsible for the performance of its obligations hereunder, and the City shall continue to deal solely and directly with the Bank in connection with the Bank's rights and obligations under this Agreement. Any agreement pursuant to which the Bank may grant such a participating interest shall provide that the Bank shall retain the sole right and responsibility to enforce the obligations of the City hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement. The City agrees that each Participant shall, to the extent provided 47206371.6 -31- in its participation agreement, be entitled to the benefits of Section 2.09 and Article VII with respect to its participating interest; provided that no Participant shall be entitled to receive any greater amount pursuant to such provisions than the Bank would have been entitled to receive thereunder in respect of the participating interest granted by the Bank had it not granted such participating interest. Section 8.06. Governing Law; Venue. This Agreement shall be construed in accordance with and governed by the internal laws of the State of California; provided, that the obligations of the City shall be construed in accordance with and governed by the internal laws of the State. Venue shall lie in any Federal District Court sitting in San Francisco, California. Section 8.07. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement constitutes the entire agreement andunderstanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof. Section 8.08. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Section 8.09. Severability. The invalidity or unenforceability of anyone or more phrases, sentences, clauses, or Sections contained in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement, or any part thereof. 47206371.6 -32- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. Name: 0 'i s��-] r C.o�.� t 9 Title: City Clerk J CITY OF TUKWILA By: ! Name: ,: g6 McCarthy Title: Finance Director BANK OF THE WEST By: Name: Edward C. Neu Title: Director [Signature Page to Line of Credit Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. (SEAL) Attest: By: Name: Title: City Clerk CITY OF TUKWILA By: Name: Peggy McCarthy Title: Finance Director BANK OF THE WEST By: Name: Edward C. Neu Title: Director [Signature Page to Line of Credit Agreement] EXHIBIT A-1 FORM OF NOTICE OF LOAN DRAW [Date] To: Bank of the West (the "Bank") 180 Montgomery Street, 9`1 Floor San Francisco, California 94104 Telephone: (415) 765-4938 E -Mail: Ted.Neu(i4bankofthewest.coin Attention: Edward C. Neu, Director FROM: City of Tukwila Re: Line of Credit Agreement (the "Credit Agreement") dated as of December 1, 2014 between the City of Tukwila and the Bank We hereby give notice, pursuant to Section 2.02(a) of the Credit Agreement, of the following proposed Loan Draw (a "Loan"): Date of Loan [Date] Loan Principal Amount [$xx,xxx,xxx] Amount of Loans Outstanding [$xxx,xxx,xxx] The Loan shall mature on the Facility Maturity Date. The Proceeds of such Loan are to be wire transferred to the following account: The Rate for such Loan is to be [LIBOR Rate] or [Base Rate] [The Interest Period for such LIBOR Loan is to be [One-month] [Three-month] [Six- month]] The rates of interest on the Loan will not exceed the maximum rate permitted by law. 47206371.6 Terms used herein have the meanings assigned to them in the Line of Credit Agreement. 47206371.6 CITY OF TUKWILA By: Name: Title: A-1-2 EXHIBIT A-2 FORM OF NOTICE OF CONTINUATION OR CONVERSION OF LOAN FOLLOWING END OF INTEREST PERIOD [Date] To: Bank of the West (the "Bank") 180 Montgomery Street, 9t1i Floor San Francisco, California 94104 Telephone: (415) 765-4938 E -Mail: Ted.Neu@bankofthewest.com Attention: Edward C. Neu FROM: City of Tukwila Re: Line of Credit Agreement (the "Credit Agreement') dated as of December 1, 2014 between the City of Tukwila and the Bank We hereby give notice, pursuant to Section 2.02(a) of the Credit Agreement, of the following proposed continuation or conversion of a Loan Draw (a "Loan"): Original Date of Loan [Date] Loan Principal Amount [Sxx,xxx,xxx] Amount of Loans Outstanding [$xxx,xxx,xxx] Existing Loan Interest Period Expiration Date (if applicable)* (or effective date of requested conversion from Base Rate) [Date] New Interest Period Expiration Date (if applicable)* [Date] * No Interest Period expiration date applies to Base Rate Loans. Rate for continued or converted Loan is to be [LIBOR Rate] or [Base Rate] [The Interest Period for such LIBOR Loan is to be [One-month] [Three- month] [Six-month] ]. The rates of interest on the Loan will not exceed the maximum rate permitted by law. 47206371.6 Terms used herein have the meanings assigned to them in the Line of Credit Agreement. 47206371.6 CITY OF TUKWILA By: Name: Title: A-2-2 EXHIBIT B FORM OF NOTICE OF CHANGE OF BANK ACCOUNT [Date] To: Bank of the West (the `Bank") FROM: City of Tukwila Re: Line of Credit Agreement (the "Credit Agreement") dated as of December 1, 2014 between the City of Tukwila and the Bank We hereby give notice, pursuant to Section 2.02(c) of the Credit Agreement, of a change to the account to which the proceeds of Loans are to be wire transferred. From and after the date hereof, the proceeds of all Loans should be wire transferredto the following account: [account information to be inserted] Terms used herein have the meanings assigned to them in the Credit Agreement. CITY OF TUKWILA By: Name: Title: 47206371.6 No. R-1 EXHIBIT C FORM OF NOTE Not to Exceed $2,250,000 UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) The CITY OF TUKWILA, WASHINGTON (the "City"), a municipal corporation of the State of Washington, promises to pay to BANK OF THE WEST, or its registered assigns (the "Registered Owner"), on or before December 1, 2017 (the "Facility Maturity Date") or on earlier prepayment, an amount equal to the total outstanding incremental draws (the "Loans" or "Loan Draws") made in accordance with the terms of this Note, Ordinance No. 2464 of the City (the "Note Ordinance"), and the Line of Credit Agreement by and between the City and Bank of the West, dated as of December 18, 2014 (the "Line of Credit Agreement"). This Note is an authorized Note of the City designated its Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) (the "Note"), in the principal amount of not to exceed $2,250,000, issued by the City for general City purposes, all as set forth in the Note Ordinance. The Note is issued in fully registered form in Authorized Increments of $250,000 or any greater amount which is an integral multiple of $100,000. The aggregate principal amount of all Loan Draws evidenced by this Note shall not exceed $2,250,000; the facility is non -revolving and principal repaid may not be reborrowed. The Facility Maturity Date may be extended in accordance with the Line of Credit Agreement. However, the maximum term of the Note (including the Term Note, as defined below) shall not be extended beyond December 1, 2018 without written approval by the Registered Owner and approval by the City Council. Upon the final payment of principal of and interest on the Note, the Registered Owner shall surrender the Note to the City for destruction or cancellation in accordance with law. This Note evidences a general indebtedness of the City, 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 Note. The City irrevocably pledges to redeem the Note on or before its stated maturity from the proceeds of Bonds authorized in the Note Ordinance, from the proceeds of additional short term obligations or from other money of the City legally available for such purpose. For as long as the Note is outstanding, the City irrevocably pledges that it shall, in the manner provided by law within the constitutional and statutory tax limitations provided by law without the assent of the voters, include in its annual property tax levy amounts sufficient, together with proceeds of the Bonds, other short term obligation proceeds and other money that is lawfully available, to pay principal of and interest on the Note as the same becomes due. The full faith, credit and resources of the City are pledged irrevocably for 47206371.6 the prompt payment of the principal of and interest on the Note and such pledge shall be enforceable in mandamus against the City. All interest hereunder shall be computed on the basis of a year of 360 days for the actual number of days elapsed. If any date on which a principal and/or interest payment is due is not a Business Day, the payment shall be due on the next succeeding Business Day. Interest on the outstanding principal amount of the Note will be paid quarterly, beginning March 1, 2015, and each March 1, June 1, September 1 and December 1 thereafter, to and including the Facility Maturity Date. From the dated date hereof until the Facility Maturity Date (i.e., prior to the "Term -Out Period" as defined below), the following provisions shall be in effect: 1. Each Loan Draw shall be in an Authorized Increment, shall bear interest at a Fixed Rate (also referred to as the "Base Rate") or a Variable Rate (also referred to as a "LIBOR Rate"), as designated by the City with respect to that Loan Draw no later than at the time the Loan Draw Request is submitted to the Registered Owner. The City shall designate the Fixed Rate (Base Rate) or the applicable Variable Rate Period (LIBOR Interest Period) with respect to each Loan Draw in the Loan Draw Request. 2. Upon notice given and otherwise in the manner set forth in Section 2.02 of the Line of Credit Agreement, the City may elect to convert any Fixed Rate Draw (Base Rate Loan) to a Variable Rate (LIBOR Loan) and may convert any Variable Rate Draw (LIBOR Loan) to a different Variable Rate Period (LIBOR Interest Period) or to a Fixed Rate (Base Rate) at the expiration of any Variable Rate Period (LIBOR Interest Period). 3. Prior to the Term -Out Period (as defined below), principal shall be due and payable at the Facility Maturity Date. The City reserves the right to prepay all or a portion of the outstanding principal of the Note in advance of the Facility Maturity Date at any time with no prepayment penalty, upon notice given as set forth in the Line of Credit Agreement. If on the date selected for prepayment, a Variable Rate Period (LIBOR Interest Period) is in effect with respect to a Loan Draw that is to be prepaid, the City agrees to pay the Registered Owner's breakage cost, as set forth in the Line of Credit Agreement. 4. The City shall pay a commitment fee of 0.50% on the average daily balance of the unused portion of the Commitment (as defined in the Line of Credit Agreement), calculated on the basis of a 360 -day year and the actual days elapsed, all as provided in the Line of Credit Agreement. The Commitment fee shall be payable quarterly in arrears on each interest payment date, commencing on March 1, 2015 through and including the Facility Maturity Date. From and after the Facility Maturity Date (i.e., during the Term -Out Period), the following provisions shall be in effect: On the Facility Maturity Date, so long as (i) no Event of Default shall have occurred and be continuing, or would result therefrom, and (ii) the representations and warranties of the City set forth in Article IV of the Line of Credit Agreement are true and correct in all material respects as of such date, then all then -outstanding Loan Draws shall be automatically converted to a single term loan (the "Term Loan"). Such conversion shall not result in a Default or Event of Default. The proceeds of the Term Loan shall be deemed to have repaid the then -outstanding Loan Draws and this Note shall be converted to and thereafter be referred to as the "Term Note." The maturity of the Term Note shall be automatically extended for a term of one additional year (the "Term Loan Maturity Date"). This period shall be referred to as the "Term -Out Period." Page 3 of 6 Error! Unknown document property name. 1. Interest on the outstanding principal amount of the Term Loan shall accrue from and after the date of conversion to the Term Loan at a rate equal to the Fixed Rate (Base Rate), plus 2.0%. Interest and Principal shall be due and payable in four approximately equal quarterly installments, on March 1, June 1, September 1 and December 1. 2. The entire principal amount of the Term Loan then outstanding, plus accrued and unpaid interest thereon, shall be due and payable in full on the Tenn Loan Maturity Date. The Term Loan may be repaid in whole or in part on any Business Day upon prior written notice from the City to the Bank. Reference is made to the Note Ordinance and the Line of Credit Agreement for other covenants and declarations of the City and other terms and conditions upon which this Note has been issued, including without limitation terms relating to Events of Default and remedies, which terms and conditions are made a part hereof by this reference. The City irrevocably and unconditionally covenants that it will keep and perform all of the covenants of this Note, the Note Ordinance and the Line of Credit Agreement. Reference also is made to the Note Ordinance and Line of Credit Agreement for the definitions of the capitalized terms used and not otherwise defined herein. This Note may be assigned or transferred only in whole and only if endorsed in the manner provided hereon (including execution by the Transferee of a certificate in the form of the Certificate of Transferee attached hereto) and surrendered to the Note Registrar, subject to the Registered Owner's representations in a certificate to be provided on the date of delivery of the Note to the Registered Owner. Any such transfer shall be without cost to the owner or transferee and shall be noted in the Note Register. The Note may only be assigned by the Registered Owner to another qualified investor satisfying the requirements set forth in the Certificate of Transferee attached hereto. The principal of and interest on this Note shall be paid only to the registered owner as of the Record Date and to no other person or entity, and this Note may not be assigned except on the Note Register. The City and the Note Registrar may deem and treat the Registered Owner of this Note 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 Note 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 Note on the front hereof and on the Note Register. It is certified that all acts, conditions and things required to be done precedent to and in the issuance of this Note have been done, have happened and have been performed as required by law, and that the total indebtedness of the City, including the Note, does not exceed any constitutional or statutory limitations. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon has been signed by the Note Registrar. Error! Unknown document property name. Page 4 of 6 To the extent of any discrepancies between this Note and the Line of Credit Agreement, the Line of Credit Agreement shall control. IN WITNESS WHEREOF, the City has caused this Note 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 18th day of December, 2014. CITY OF TUKWILA, WASHINGTON By Mayor By City Clerk Date of Authentication: December 18, 2014 CERTIFICATE OF AUTHENTICATION This Note is the fully registered City of Tukwila, Washington, Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit), described in the Note Ordinance. Error! Unknown document property name. By Peggy McCarthy, Finance Director and Note Registrar Page 5 of 6 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 Note and irrevocably constitutes and appoints to transfer the same on the Note 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 Note in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed: (NOTE: Signature must be guaranteed pursuant to law.) Page 6 of 6 Error! Unknown document property name. I, , of of the Transferee as follows: CERTIFICATE OF TRANSFEREE (the "Transferee"), do hereby certify and acknowledge on behalf 1. The Transferee has made a complete investigation of the facts and circumstances furnished to the Transferee relating to the assignment and transfer of this Note numbered R-1, which is the not to exceed $2,250,000 principal amount Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) (the "Note"), of the City of Tukwila, Washington (the "City"), dated December 18, 2014. The Note is authorized pursuant to Ordinance No. 2464, adopted by the City Council of the City on December 1, 2014 (the "Note Ordinance"). The Transferee's investigation included, without limitation, a review of: (i) the nature and purpose of the Note and application of the Note proceeds as set forth in the Note Ordinance, (ii) the financial condition of the City, including its outstanding debt and its ability to repay the principal of and interest on the Note, (iii) the Transferee's remedies in the event of default in the payment of principal of and interest on the Note, subject to applicable laws affecting creditors' rights, and (iv) the Note Ordinance and the Line of Credit Agreement by and between the City and Bank of the West, dated as of December 18, 2014 (the "Line of Credit Agreement"). 2. The Transferee acknowledges that (i) the Note is 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 Note Ordinance has not been qualified under the Trust Indenture Act of 1939, as amended, (ii) the Note carries no rating from any credit rating agency, (iii) no trading market exists or is expected to exist for the Note, (iv) no official statement or other offering material is being provided with respect to the Note and the Transferee has made its own inquiry and analysis with respect to the Issuer and the Note and the security therefor, and (v) the City's financial statements and all other information regarding the City speaks only as of its date and does not contain all material information regarding the City. 3. The Transferee has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of general obligations of municipal corporations, to be able to evaluate the risks and merits of the purchase of this Note. The Transferee is satisfied that it has had access to all material information necessary to make a sound investment decision and that the Transferee has responded fully and accurately to all requests for information and no further information is desired. 4. This Note will be held by the Transferee for its own accord and will not be reoffered to the public. The Transferee is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933 (the "Act"). Any transfer of this Note must be in accordance with the Note Ordinance. 5. The undersigned is a duly appointed and acting representative of the Transferee and is authorized to cause the Transferee to make the certifications contained herein by execution of this endorsement on behalf of the Transferee. DATED as of , 20_ 47206371.6 By: Title: EXHIBIT D FORM OF NO DEFAULT CERTIFICATE OF THE CITY To: Bank of the West (the `Bank") 180 Montgomery Street, 9th Floor San Francisco, California 94104 Telephone: (415) 765-4938 E -Mail: Ted.Neu@bankofthewest.com Attention: Edward C. Neu, Director FROM: City of Tukwila Reference is made to that certain Line of Credit Agreement (the "Credit Agreement"), dated as of December 1, 2014 between the City of Tukwila and the Bank. In connection with the submission to the Bank of the financial statements required to be delivered pursuant to Section 5.01(a) of the Credit Agreement, I hereby certify that no Default or Event of Default has occurred and is continuing under the Credit Agreement. Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Credit Agreement. Dated: , 20 CITY OF TUKWILA By: Authorized. Officer 47206371.6 CITY OF TUKWILA, KING COUNTY, WASHINGTON LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) 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); 1''A% of the value of taxable property: $71,345,605 Less: Nonvoted Debt Outstanding as of December 16, 2014, per the City's Certificate of General Obligation Debt Outstanding, dated as of December 18, 2014 (the "Debt Certificate"): Less: The maximum principal amount of the above -captioned Note (the "Note"): REMAINING NONVOTED DEBT CAPACITY: TOTAL DEBT CAPACITY FOR GENERAL PURPOSES (Nonvoted and Voted, per RCW 39.36.020) 2'/2% of the value of taxable property: Less: Voted Debt Outstanding as of December 16, 2014, per the Debt Certificate: Less: Nonvoted Debt Outstanding as of December 16, 2014, per the Debt Certificate: Less: The Note: REMAINING DEBT CAPACITY: (25,157,728) (2,250,000) $43,937,877 $118,909,342 -0- (25,157,728) (2,250,000) $91,501,614 Based upon the AV Certificate and the Debt Certificate, the issuance of the Note is within the applicable constitutional and statutory debt capacity of the City. DATED as of December 18, 2014. 51412687.2 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 http://www.kinecountv.aov/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. King County Assessor LH:dsm 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 16, 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 $25,157,728. (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 16, 2014, except for the City's Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit), in the principal amount of $2,250,000, issued on the date hereof. DATED as of December 18, 2014. 51412687.2 CITY OF TUKWILA, WASHINGTON Peggy M Finance or CLOSING CERTIFICATE I, PEGGY McCARTHY, deliver this certificate in connection with the issuance of the $2,250,000 principal amount Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) (the "Note"), of the City of Tukwila, Washington (the "City"), pursuant to Section 3.01(d) and (e) of the Line of Credit Agreement between the City and Bank of the West (the "Bank"), dated as of December 1, 2014 (the "Line of Credit Agreement"). Capitalized terms used herein have the meanings given in the Line of Credit Agreement. I hereby certify on behalf of the City, as of the date of this certificate, as follows: 1. I am the duly appointed and acting Finance Director of the City, authorized to execute and deliver this certificate. 2. Ordinance No. 2464 of the City, the ordinance authorizing the issuance and sale of the Note, is in full force and effect and there has been no amendment, supplement or modification thereof. 3. Each of the City's representations and warranties contained (or incorporated by reference) in the Line of Credit Agreement is true and correct on and as of the date of this certificate. 4. No Default or Event of Default, as defined in the Line of Credit Agreement, has occurred and is continuing. 5. No petition by the City has at any time been filed under the United States Bankruptcy Code or under any similar law. 6. No material adverse change has occurred in the Ratings, business, financial position or operations of the City since December 31, 2013. DATED as of December 18, 2014. CITY OF TUKWILA, WASHINGTON Peggy f rthy, Finance ector CERTIFICATE OF MANUAL SIGNATURE 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: for Mayor (tide or position) 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 SPNt a o 0 1 /11 /4 t ic1OF v1MA'� v S0953594.1 Signature day of December, 2008. (A.Ck Notary Publ Win and for the State of Washington, residing at g—QAAA-v n / w {3 Printed Name ?.6./-1,9 a ra • .5a -x* My Commission expires 3-a q--1 0 CERTIFICATE OF MANUAL SIGNATURE 11 fa ' ile signature STATE OF WASHINGTON ) ss: COUNTY OF KING FILED DEC 1 0 2008 SECRETARY OF STATE STATE OF 1A1, INTO ,z 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 for (title or position) 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 50953599.1 „„ • J 111.4IIltt+ .ss ON i %/ (0 U130 U 130 p ,gip '', 29- c > Q Signature day of December, 2008. Notary Public iiijnd for the State of Washington, residing at 1242-✓ k --c> n Ul f1 Printed Name liar` be, ra 3. 5o 6:4-n My Commission expires 3 -a. 9 i O 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: Office of the Secretary of State State Archives Division 1129 Washington Street SE Olympia, WA 98504 (360) 586-1492 Dated /44/€4 08 'x' (SIGNATURE) 50954850.1 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 $2,250,000 principal amount Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit), of the City dated December 18, 2014, bears my facsimile signature as Clerk of the City and the facsimile signature of JIM HAGGERTON as Mayor of the City. CITY OF TUKWILA, WASHINGTON Christy O'Flahert MMC, Clerk SUBSCRIBED AND SWORN TO before me this le" 4)CIAtuk Cami day of December, 2014. (Signatur&.6f Notary) `l r AtImho- (Legibly Print or Stamp`Name of Notary) Notary public in and for the State of Washington, residing at `TG' L-004,1 a My appointment expires 1 a - 1c/- / S 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: 1412-019 Date Submitted: 12/30/2014 Issuer informatio Name of Issuer: City of Tukwila, Washington 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 slue Tyl eandTi Was this bond voter approved? O Yes ■ No Exact title of issue: Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) Issue Sale Method: Private Placement If Competitive Bid, number of bids: Debt Type: Bond Anticipation Note Debt Category: Note Series: New/Refund/Combo: New Issue Issue Date; Dated Date of Issue: 12/18/2014 Issue Closing Date: 12/18/2014 Date of Issue Sale: 12/01/2014 Issue Maturity Date: 12/01/2017 ssue Prpo Purpose of Proceeds: Interim financing to carry out land acquisition and capital costs of redevelopment activities within the City's urban renewal area and to pay costs of issuance and sale of the Note. Purpose Type: Other Is this a Bond Cap issuance? ❑ Yes ■ No If yes: Bond Cap Use Category: Project Title: Bond Cap Amount: Par Value and Interest Ra Tax -Exempt Par Value: $2,250,000.00 Net Tax -Exempt Interest Rate: • Variable Taxable par Value: $0.00 Net Taxable Interest Rate: 0% 0 Variable Total Par Value: $2,250,000.00 Discount: $0.00 Premium: $0.00 Printed on 12/30/2014 10:48:46 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 ue. OS Underlying security that supports the Taxes debt (e.g. taxes or other revenue streams Gross Underwriting Spread: $0.00 O Estimate Underwriting Spread per $1,000: $0.00 Bond Counsel Fee: $12,400.00 O Estimate Legal/Underwriter's Counsel Fee: $0.00 O Estimate Adminsitrative/Commission Fee: $0.00 O Estimate Feasiblity Study Cost: $0.00 O Estimate Rating Agency Fee: $0.00 O Estimate Trustee Fee: $0.00 O Estimate Credit Enhancement: $0.00 O Estimate Escrow Costs: $0.00 O Estimate Financial Advisor Fee: $0.00 O Estimate Bond Insurance: $0.00 O Estimate Printing, inc. Office Statement: $0.00 O Estimate Out -of -State Travel: $0.00 O Estimate Miscellaneous: $0.00 0 Estimate ssuance:Team Name of Financial Advisor: Public Financial Management, Inc. Name of Bond Counsel: Foster Pepper PLLC Name Of Lead Underwiter(s): Bank of the West Name Of Company Insuring Bond: Name of Bond Registrar: City Finance Director Name of Trustee: and Rating Standard & Poor's: Moody's: Fitch: ttachments Are bond covenants available? ■ Yes 0 No Is an Official Statement available? O Yes ■ No eporter Contact Information Reporter Name: Alice M Ostdiek Title: Bond Counsel Affiliation: Foster Pepper PLLC Printed on 12/30/2014 10:48:46 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 10:48:46 AM Page 3 of 3 No. R-1 SPECIMEN Not to Exceed $2,250,000 UNITED STATES OF AMERICA STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) The CITY OF TUKWILA, WASHINGTON (the "City"), a municipal corporation of the State of Washington, promises to pay to BANK OF THE WEST, or its registered assigns (the "Registered Owner"), on or before December 1, 2017 (the "Facility Maturity Date") or on earlier prepayment, an amount equal to the total outstanding incremental draws (the "Loans" or "Loan Draws") made in accordance with the terms of this Note, Ordinance No. 2464 of the City (the "Note Ordinance"), and the Line of Credit Agreement by and between the City and Bank of the West, dated as of December 18, 2014 (the "Line of Credit Agreement"). This Note is an authorized Note of the City designated its Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) (the "Note"), in the principal amount of not to exceed $2,250,000, issued by the City for general City purposes, all as set forth in the Note Ordinance. The Note is issued in fully registered form in Authorized Increments of $250,000 or any greater amount which is an integral multiple of $100,000. The aggregate principal amount of all Loan Draws evidenced by this Note shall not exceed $2,250,000; the facility is non -revolving and principal repaid may not be reborrowed. The Facility Maturity Date may be extended in accordance with the Line of Credit Agreement. However, the maximum term of the Note (including the Term Note, as defined below) shall not be extended beyond December 1, 2018 without written approval by the Registered Owner and approval by the City Council. Upon the final payment of principal of and interest on the Note, the Registered Owner shall surrender the Note to the City for destruction or cancellation in accordance with law. This Note evidences a general indebtedness of the City, 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 Note. The City irrevocably pledges to redeem the Note on or before its stated maturity from the proceeds of Bonds authorized in the Note Ordinance, from the proceeds of additional short term obligations or from other money of the City legally available for such purpose. For as long as the Note is outstanding, the City irrevocably pledges that it shall, in the manner provided by law within the constitutional and statutory tax limitations provided by law without the assent of the voters, include in its annual property tax levy amounts sufficient, together with proceeds of the Bonds, other short term obligation proceeds and other money that is lawfully available, to pay principal of and interest on the Note as the same becomes due. The full faith, credit and resources of the City are pledged irrevocably for the prompt payment of the principal of and interest on the Note and such pledge shall be enforceable in mandamus against the City. All interest hereunder shall be computed on the basis of a year of 360 days for the actual number of days elapsed. If any date on which a principal and/or interest payment is due is not a Business Day, the payment shall be due on the next succeeding Business Day. Interest on the outstanding principal amount of the Note will be paid quarterly, beginning March 1, 2015, and each March I, June 1, September 1 and December 1 thereafter, to and including the Facility Maturity Date. From the dated date hereof until the Facility Maturity Date (i.e., prior to the "Term -Out Period" as defined below). the following provisions shall be in effect: 1. Each Loan Draw shall be in an Authorized increment, shall bear interest at a Fixed Rate (also referred to as the "Base Rate") or a Variable Rate (also referred to as a "LIBOR Rate"), as designated by the City with respect to that Loan Draw no later than at the time the Loan Draw Request is submitted to the Registered Owner. The City shall designate the Fixed Rate (Base Rate) or the applicable Variable Rate Period (LIBOR Interest Period) with respect to each Loan Draw in the Loan Draw Request. 2. Upon notice given and otherwise in the manner set forth in Section 2.02 of the Line of Credit Agreement, the City may elect to convert any Fixed Rate Draw (Base Rate Loan) to a Variable Rate (LIBOR Loan) and may convert any Variable Rate Draw (LIBOR Loan) to a different Variable Rate Period (LIBOR Interest Period) or to a Fixed Rate (Base Rate) at the expiration of any Variable Rate Period (LIBOR Interest Period). 3. Prior to the Term -Out Period (as deflfied belo"ra), principal shall be due and payable at the Facility Maturity Date. The City reserves the right to prepay all or a portion of the outstanding principal of the Note in advance of the Facility Maturity Date at any time with no prepayment penalty, upon notice given as set forth in the Line of Credit Agreement. If on the date selected for prepayment, a Variable Rate Period (LIBOR Interest Period) is in effect with respect to a Loan Draw that is to be prepaid, the City agrees to pay the Registered Owner's breakage cost, as set forth in the Line of Credit Agreement. 4. The City shall pay a commitment fee of 0.50% on the average daily balance of the unused portion of the Commitment (as defined in the Line of Credit Agreement), calculated on the basis of a 360 -day year and the actual days elapsed, all as provided in the Line of Credit Agreement. The Commitment fee shall be payable quarterly in arrears on each interest payment date, commencing on March 1, 2015 through and including the Facility Maturity Date. From and after the Facility Maturity Date (i.e., during the Term -Out Period), the following provisions shall be in effect: On the Facility Maturity Date, so long as (i) no Event of Default shall have occurred and be continuing, or would result therefrom, and (ii) the representations and warranties of the City set forth in Article IV of the Line of Credit Agreement are true and correct in all material respects as of such date, then all then -outstanding Loan Draws shall be automatically converted to a single term loan (the "Term Loan"). Such conversion shall not result in a Default or. Event of Default. The proceeds of the Term Loan shall be deemed to have repaid the then-oufstandirig Loan Draws and this Note shall be converted to and thereafter be referred to as the "Term Note." The maturity of the Term Note shall be automatically extended for a term of one additional year (the "Term Loan Maturity Date"). This period shall be referred to as the "Term -Out Period." 1. Interest on the outstanding principal amount of the Term Loan shall accrue from and after the date of conversion to the Term Loan at a rate equal to the Fixed Rate (Base Rate), plus 2.0%. Page 2 of 6 51412799.2 Interest and Principal shall be due and payable in four approximately equal quarterly installments, on March 1, June 1, September 1 and December 1. 2. The entire principal amount of the Term Loan then outstanding, plus accrued and unpaid interest thereon, shall be due and payable in full on the Term Loan Maturity Date. The Term Loan may be repaid in whole or in part on any Business Day upon prior written notice from the City to the Bank. Reference is made to the Note Ordinance and the Line of Credit Agreement for other covenants and declarations of the City and other terms and conditions upon which this Note has been issued, including without limitation terms relating to Events of Default and remedies, which terms and conditions are made a part hereof by this reference. The' City irrevocably and unconditionally covenants that it will keep and perform all of the covenants of this Note, the Note Ordinance and the Line of Credit Agreement. Reference also is made to the Note Ordinance and Line of Credit Agreement for the definitions of the capitalized terms used and not otherwise defined herein. This Note may be assigned or transferred only in whole and only if endorsed in the manner provided hereon (including execution by the Transferee of a certificate in the form of the Certificate of Transferee attached hereto) and surrendered to the Note Registrar, subject to the Registered Owner's representations in a certificate to be provided on the date of delivery of the Note to the Registered Owner. Any such transfer shall be without cost to the owner or transferee and shall be noted in the Note Register. The Note may only be assigned by the Registered Owner to another qualified investor satisfying the requirements set forth in the Certificate of Transferee attached hereto. The principal of and interest on this Note shall be paid only to the registered owner as of the Record Date and to no other person or entity, and this Note may not be assigned except on the Note Register. The City and the Note Registrar may deem and treat the Registered Owner of this Note 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 Note 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 Note on the front hereof and on the Note Register. It is certified that all acts, conditions and things required to be done precedent to and in the issuance of this Note have been done, have happened and have been performed as required by law, and that the total indebtedness of the City, including the Note, does not exceed any constitutional or statutory Iimitations. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon has been signed by the Note Registrar. Page 3 of 6 51412799.2 To the extent of any discrepancies between this Note and the Line of Credit Agreement, the Line of Credit Agreement shall control. IN WITNESS WHEREOF, the City has caused this Note 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 18t day of December, 2014. CITY OF TUKWILA, WASHINGTON By By Date of Authentication: December 18, 2014 Mayor City - erk CERTIFICATE OF AUTHENTICATION This Note is the fully registered City of Tukwila, Washington, Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit), described in the Note Ordinance. By 1 Peggy Page 4 of 6 51412799.2 y, Finance Direr and Note Registrar 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 Note and irrevocably constitutes and appoints to transfer the same on the Note 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 Note in every particular, without alteration or enlargement or any change whatsoever.) Signature Guaranteed: (NOTE: Signature must be guaranteed pursuant to law.) Page 5 of 6 51412799.2 CERTIFICATE OF TRANSFEREE I, , of (the "Transferee"), do hereby certify and acknowledge on behalf of the Transferee as follows: 1. The Transferee has made a complete investigation of the facts and circumstances furnished to the Transferee relating to the assignment and transfer of this Note numbered R-1, which is the not to exceed $2,250,000 principal amount Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) (the "Note"), of the City of Tukwila, Washington (the "City"), dated December 18, 2014. The Note is authorized pursuant to Ordinance No. 2464, adopted by the City Council of the City on December 1, 2014 (the "Note Ordinance"). The Transferee's investigation included, without limitation, a review of: (i) the nature and purpose of the Note and application of the Note proceeds as set forth in the Note Ordinance, (ii) the financial condition of the City, including its outstanding debt and its ability to repay the principal of and interest on the Note, (iii) the Transferee's remedies in the event of default in the payment of principal of and interest on the Note, subject to applicable laws affecting creditors' rights, and (iv) the Note Ordinance and the Line of Credit Agreement by and between the City and Bank of the West, dated as of December 18, 2014 (the "Line of Credit Agreement"). 2. The Transferee acknowledges that (i) the Note is 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 Note Ordinance has not been qualified under the Trust Indenture Act of 1939, as amended, (ii) the Note carries no rating from any credit rating agency, (iii) no trading market exists or is expected to exist for the Note, (iv) no official statement or other offering material is being provided with respect to the Note and the Transferee has made its own inquiry and analysis with respect to the Issuer and the Note and the security therefor, and (v) the City's financial statements and all other information regarding the City speaks only as of its date and does not contain all material information regarding the City. 3. The Transferee has sufficient knowledge and experience in financial and business matters, including the purchase and ownership ,of general obligations of municipal corporations, to be able to evaluate the risks and merits of the purchase of this Note. The Transferee is satisfied that it has had access to all material information necessary to make a sound investment decision and that the Transferee has responded fully and accurately to all requests for information and no further information is desired. 4. This Note will be held by the Transferee for its own accord and will not be reoffered to the public. The Transferee is a "qualified institutional buyer" as defined in Rule 144A promulgated under the Securities Act of 1933 (the "Act"). Any transfer of this Note must be in accordance with the Note Ordinance. 5. The undersigned is a duly appointed and acting representative of the Transferee and is authorized to cause the Transferee to make the certifications contained herein by execution of this endorsement on behalf of the Transferee. DATED as of _, 20_ 51412799 2 By: Title: Page 6 of 6 NOTE REGISTER CITY OF TUKWILA, WASHINGTON Not to Exceed $2,250,000 LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2014 (TAXABLE NON -REVOLVING LINE OF CREDIT) Name of Registered Owner: Note No.: Tax ID No.: Dated: December 18, 2014. 51412687.2 Bank of the West 180 Montgomery Street, 9th Floor San Francisco, California 94104 R-1 94-0475440 Peggy Registrar y, Finance Director and Note PURCHASER'S RECEIPT AND CERTIFICATE I, Edward C. Neu, Director, of Bank of the West (the "Purchaser") do hereby certify and acknowledge on behalf of the Purchaser as follows: 1. The Purchaser acknowledges receipt this day of the not to exceed $2,250,000 principal amount Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non - Revolving Line of Credit) (the "Note"), of the City of Tukwila, Washington (the "Issuer"), dated December 18, 2014. The Note is authorized pursuant to Ordinance No. 2464 of the Issuer (the "Ordinance") and the Line of Credit Agreement, dated the date hereof (the "Line of Credit Agreement"), between the Issuer and the Purchaser. 2. The Purchaser has made a complete investigation of the facts and circumstances furnished to it by the Issuer relating to the issuance and delivery of the Note. Such investigation included, without limitation, a review of: (i) the nature and purpose of the Note and application of the Note 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 Note, (iii) the Purchaser's remedies in the event of default in the payment of principal of and interest on the Note subject to applicable laws affecting creditors' rights, and (iv) the Ordinance and the Line of Credit Agreement. 3. The Purchaser acknowledges that (i) the Note is not registered under the Securities Act of 1933 (the "Act") 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 Note carries no rating from any credit rating agency, (iii) no trading market exists or is expected to exist for the Note, (iv) no official statement or other offering material is being provided with respect to the Note and the Purchaser has made its own inquiry and analysis with respect to the Issuer and the Note and the security therefor, and (v) the Issuer's Comprehensive Annual Financial Report and all other information regarding the Issuer speaks only as of its date. 4. The Purchaser has sufficient knowledge and experience in financial and business matters, including the purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the purchase of the Note. The Purchaser is satisfied that it has had access to all material information necessary to make a sound investment decision and that the Issuer has responded fully and accurately to all requests for information, and no further information is desired. 5. The Note 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 Act and is a bank within the meaning of Section (a)(1)(vi) of the Act. The Purchaser may only transfer the Note to another bank within the meaning of Section (a)(1)(vi) of the Act at the time of the transfer. Any transfer of the Note must be in accordance with the Ordinance. The transferee must sign and deliver a certificate substantially in the form attached to the Note. 51412687.2 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 18, 2014. BANK OF THE WEST Edward C. Neu, Director TO BE PROVIDED UPON FIRST LOAN DRAW December 18, 2014 City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 Bank of the West 180 Montgomery Street, 9th Floor San Francisco, California 94104 A NORTON ROSE FULBRIGHT Fulbright & Jaworski LLP 555 South Flower Street Forty -First Floor Los Angeles, California 90071 United States Tel +1 213 892 9200 Fax +1 213 892 9494nortonrosefulbright.com Re: Line of Credit Agreement, dated as of December 18, 2014, between City of Tukwila, Washington and the Bank of the West; Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) Ladies and Gentlemen: We have acted as special counsel to Bank of the West (the "Bank"), in connection with the Line of Credit Agreement, dated as of December 18, 2014 (the "Line of Credit Agreement"), between City of Tukwila, Washington (the "City") and the Bank. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Line of Credit Agreement. In our capacity as special counsel to the Bank, we have examined an execution copy of the Line of Credit Agreement and such other documents and corporate records of the Bank, and have made such factual investigations in respect of the Bank, as we have deemed necessary or appropriate for the purpose of rendering the opinions expressed herein. The opinions expressed herein are limited to the laws of the State of California. Based upon and subject to the foregoing, we are of the opinion that: 1. The Bank is a California banking organization duly organized and existing under the laws of the State of California and has the power to execute, deliver and perform its obligations under the Line of Credit Agreement. 2. The Line of Credit Agreement has been duly authorized, executed and delivered by the Bank and, assuming it has been duly authorized, executed and delivered by the City, the Line of Credit Agreement constitutes a legal, valid and binding obligation of the Bank and is enforceable against the Bank in accordance with its terms, except as such enforcement may be limited by Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas. Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. City of Tukwila, Washington Bank of the West December 18, 2014 Page 2 applicable bankruptcy, reorganization, insolvency, liquidation, readjustment of debt, moratorium or other similar laws affecting the enforcement of the rights of creditors generally as such laws may be applied in the event of a bankruptcy, reorganization, insolvency, liquidation, readjustment of debt or other similar proceedings of or moratorium affecting the Bank and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). This opinion is rendered in connection with the transactions described herein, and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon, by, any other firm, corporation or other entity without our prior written consent. No attorney-client relationship has existed or exists between our firm and the addressees hereto except for the Bank. No opinion is expressed herein regarding the Notes. Our engagement with respect to this matter terminates upon the delivery of this opinion, and we have no obligation to update this opinion. Respectfully submitted, Tat-LA/7-2-k LLP 41334510.1 FOSTER PEPPER„„ December 18, 2014 City of Tukwila, Washington Bank of the West San Francisco, California Re: City of Tukwila, Washington, Not to Exceed $2,250,000 Limited Tax General Obligation Bond Anticipation Note, 2014 (Taxable Non -Revolving Line of Credit) We have served as bond counsel to the City of Tukwila, Washington (the "City"), in connection with the issuance of the above referenced note (the "Note"), 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 Note is issued by the City pursuant to Ordinance No. 2464 (the "Note Ordinance") for general City purposes to provide interim financing 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 Note, all as set forth in the Note Ordinance. Reference is made to the Note and the Note 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 Note or otherwise used in connection with the Note. The opinions expressed herein are limited to the laws of the State of Washington. Based upon the foregoing, as of the date of the first substantial draw on the Note, 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 Note Ordinance has been duly and validly passed by the City and is enforceable in accordance with its terms, 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. TEL: 206.447.4400 FAX: 206.447.9700 1111 THIRD AVENUE, SUITE 3400 SEATTLE, WASHINGTON 98101-3299 www.FOSTER.coM 51412763.2 SEATTLE WASHINGTON SPOKANE WASHINGTON City of Tukwila, Washington Bank of the West December 18, 2014 Page 2 3. The Note has been duly authorized and executed by the City and is issued in full compliance with the provisions of the Constitution and laws of the State of Washington and the ordinances of the City relating thereto, and constitutes a valid and binding general obligation 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. 4. The Line of Credit Agreement between the City and Bank of the West dated December 18, 2014 (the "Line of Credit Agreement"), has been duly authorized, executed and delivered by the City and, assuming it has been duly authorized, executed and delivered by the Bank, the Line of Credit Agreement constitutes a legal, valid and binding obligation of the City and is enforceable against the City in accordance with its terms, 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 principals 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 Bank of the West in connection with the Note or by virtue of this letter. Respectfully submitted, FOSTER PEPPER PLLC 51412763.2