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COW 2019-07-08 Item 3B - Public Safety Plan - Ordinances Issuing Unlimited Tax General Obligation Bonds / Limited Tax General Obligation Bonds
COUNCIL AGENDA SYNoPsIs Meeting Date Prepared by Ma or's review Council review 07/08/19 Vicky 01 07/15/19 ITEM INFORMATION ITEM NO. 3.B. STAFF SPONSOR: VICKY CARLSEN ORIGINAL AGENDA DATE: 7/ 8/19 AGENDA ITEM TITLE Approve ordinances to issue UTGO and LTGO debt in 4th quarter 2019 CA TEGORY 1 DiJcunron 07/08/19 Motion Dale 07/15/19 11Roolution Mtg Date E Ordinance Mtg Date El Bid Award MIA Date El Public Hearing Mg Date Ell Other Meg Date Mtg Date Meg SPONSOR Council IMayor Ell-IR ODCD A Fznance LjFire LITS LJP&R Police EPW Court SPONSOR'S Approve ordinance to issue UTGO debt not to exceed $40.885 million and approve SummARy ordinance to issue LTGO not to exceed $25 million; both in 4th quarter of 2019 REVIEWED BY El C.O.W. Mtg. I CDN Comm el Finance Comm. E Public Safety Comm. Comm. 111 Planning Comm. CELAIR: MCLEOD Trans &Infrastructure Arts Comm. 0 Parks commi 1-1EE DATE: 06/24/19 RECOMMENDATIONS: SPONSOR/ADMIN. CONIMIT1EE Finance Unanimous approval; Forward to Committee of the Whole COST IMPACT / FUND SOURCE EXPENDI TURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $ $ $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 07/08/19 07/ /19 MTG. DATE ATTACHMENTS 07/08/ 19 Informational Memorandum dated 6/19/2019 UTGO Debt Issue Ordinance in Draft Form LTGO Debt Issue Ordinance in Draft Form Powerpoint General Obligation Debt Service Attachment added after Finance Corn. 07/15/19 13 14 City of Tukwila Allan Ekberg, Mayor INFOR ATIO AL E ORANDU TO: Finance Council Committee FROM: Vicky Carlsen, Finance Director CC: Mayor Ekberg DATE: June 19, 2019 SUBJECT: Public Safety Plan Unlimited Tax General Obligation Bond (UTGO) and Limited Tax General Obligation Bond (LTGO) Ordinances Updated after Finance Com. to add General Obligation Bond Debt Service ISSUE Approve an ordinance authorizing the issuance of not to exceed $$40.885 million in UTGO bonds and not to exceed $25 million in LTGO bonds; both for the Public Safety Plan. BACKGROUND On July 18, 2016, the City Council authorized placement of the $77.385 million Public Safety Plan bond measure on the November 8, 2016 ballot and was approved by voters on November 8, 2016. Also, in November of 2016, the City Council approved an ordinance authorizing the issuance of up to $36.5 million in UTGO bonds to provide sufficient resources for the first 2 I/2 years of expenditures. The remaining UTGO bonds would be issued in 2019 as outlined in the D-20 Financial Framework approved by Council in 2018 and as approved in the 2019 — 2020 biennial budget. The adopted budget also includes issuing LTGO bonds of not to exceed $25 million. It is currently estimated that both debt issuances would occur during the 4th quarter of 2019. DISCUSSION Based on the cash flow projections received from SOJ in April of 2019, the Public Safety Plan will need additional funding in the 4th quarter of 2019. As mentioned above, the 2019 — 2020 biennial budget includes a provision to issue both UTGO not to exceed $40.885 million and LTGO not to exceed $25 million. Proceeds from the UTGO bond measure would provide funding for the Justice Center and fire stations but not the Public Works Shops facility. The LTGO issue is currently budgeted to allow for up to $7.5 million to fund the Public Works Shops facility and the remaining balance of $17.5 million as funding for the Justice Center and fire stations. In order to reduce debt issuance costs, the LTGO debt issue will be timed to occur within a few weeks of issuing the UTGO debt. Both the UTGO and LTGO issues will not exceed the authorized amount and both will be repaid over 20 years. 15 INFORMATIONAL MEMO Page 2 FINANCIAL IMPACT The adopted budget includes debt service of $875,000 beginning in 2020 for the LTGO bond issue with the general fund contributing 50% of the debt service and the utility funds contributing the other 50%. Given current market conditions, it is anticipated that the budget is sufficient to cover the proposed bond issue. However, if interest rates rise significantly between now and when the bonds are issued in 4th quarter, an adjustment to the budget could be necessary. RECOMMENDATION Council is being asked to approve both ordinances and consider these items at the July 8, 2019 Committee of the Whole meeting and subsequent July 15, 2019 Regular meeting. ATTACHMENTS Draft UTGO bond ordinance Draft LTGO bond ordinance PFM slide presentation General Obligation Bond Debt Service 16 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE OF UNLIMITED TAX GENERAL OBLIGATION BONDS OF THE CITY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $40,885,000, TO FINANCE COSTS RELATED TO ITS PUBLIC SAFETY PLAN AND PAYING COSTS OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF THE SALE OF THE BONDS; DELEGATING AUTHORITY TO APPROVE THE METHOD OF SALE AND THE FINAL TERMS OF THE BONDS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, at an election held in the City of Tukwila, Washington (the "City") on November 8, 2016, the City submitted the question to the qualified electors of the City of whether the City shall issue unlimited tax general obligation bonds in the aggregate principal amount of not to exceed $77,385,000 (the "Bond Authorization") to provide the funds necessary to implement its Public Safety Plan, which includes replacing three fire stations, financing critical items such as fire trucks and other life/safety equipment as necessary, and constructing a Justice Center to hold the Tukwila Police Department and Municipal Court, as identified in Ordinance No. 2509 (the "Election Ordinance") passed by the City Council on August 1, 2016 (collectively, the "Project"); and WHEREAS, the number and proportion of the qualified electors of the City required by law for the adoption thereof voted in favor of the Bond Authorization and the election results were certified by King County Elections, as ex officio supervisor of elections in King County, Washington, on November 29, 2016; and WHEREAS, pursuant to the Bond Authorization and Ordinance No. 2514, adopted on November 21, 2016, the City issued its Unlimited Tax General Obligation Bonds, 2016, and deposited into a designated fund a portion of the sale proceeds thereof in the amount of $36,500,000 (consisting of the par amount of $32,990,000 plus original issue premium of $3,510,000); and W: Word Processing\Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 1 of 16 17 WHEREAS, it is deemed necessary and advisable that the City authorize the issuance of the second series of such Unlimited Tax General Obligation bonds (the "Bonds") to provide part of the funds necessary to finance the Project and to pay costs of issuance for the Bonds; and WHEREAS, this Council wishes to delegate authority to the Finance Director, or his or her designee (the "Designated Representative"), for a limited time, to approve the method of sale and the interest rates, maturity dates, redemption terms and principal maturities for the bonds within the parameters set by this ordinance; and WHEREAS, the Bonds shall be sold by negotiated or competitive public sale as set forth herein; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. As used in this ordinance, the following words and terms shall have the following meanings, unless the context or use indicates another or different meaning or intent. Unless the context indicates otherwise, words importing the singular number shall include the plural number and vice versa. Beneficial Owner means any person that has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). Bond Authorization means the Unlimited Tax General Obligation bonds in the aggregate principal amount of $77,385,000 authorized by the Election Ordinance and approved by the requisite number of voters of the City at a special election held on November 8, 2016 for the purpose of providing the funds necessary to carry out the Project and to pay the costs of issuance of such bonds. Bond Counsel means Pacifica Law Group LLP or an attorney at law or a firm of attorneys, selected by the City, of nationally recognized standing in matters pertaining to the tax exempt nature of interest on bonds issued by states and their political subdivisions. Bond Purchase Contract means the contract, if any, for the purchase of any Bonds sold by negotiated sale to the Underwriter, executed pursuant to Section 12. Bond Register means the registration books showing the name, address and tax identification number of each Registered Owner of the Bonds, maintained pursuant to Section 149(a) of the Code. Bond Registrar means, initially, the fiscal agent of the State, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 2 of 16 18 Bonds mean the City's Unlimited Tax General Obligation Bonds, 20XX, or other such series designation as approved by the Designated Representative, authorized to be issued pursuant to the terms of this ordinance. Certificate of Award means the certificate, if any, for the purchase of any Bonds sold by competitive sale awarding the Bonds to the initial purchaser as set forth in Section 12 of this ordinance. City means the City of Tukwila, a municipal corporation duly organized and existing under the laws of the State. City Administrator means the duly appointed and acting City Administrator, including anyone acting in such capacity for the position, or the successor to the duties of that office. City Clerk means the duly appointed and acting City Clerk of the City or the successor to the duties of that office. Closing means the date of delivery of the Bonds to the Underwriter. Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Commission means the United States Securities and Exchange Commission. Continuing Disclosure Certificate means the written undertaking for the benefit of the owners and Beneficial Owners of the Bonds as required by Section (b)(5) of the Rule. Council or City Council means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. Debt Service Fund means the fund or account created pursuant to this ordinance for the purpose of paying debt service on the Bonds. Designated Representative means the Finance Director, or his or her designee. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, as depository for the Bonds pursuant to Section 4 of this ordinance. Election Ordinance means Ordinance No. 2509 passed by the Council on August 1, 2016. W: Word Processing\Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 3 of 16 19 Fair Market Value means the price at which a willing buyer would purchase an investment from a willing seller in a bona fide, arm's length transaction, except for specified investments as described in Treasury Regulation § 1.148-5(d)(6), including United States Treasury obligations, certificates of deposit, guaranteed investment contracts, and investments for yield restricted defeasance escrows. Fair Market Value is generally determined on the date on which a contract to purchase or sell an investment becomes binding, and, to the extent required by the applicable regulations under the Code, the term "investment" will include a hedge. Federal Tax Certificate means the certificate executed by the Designated Representative setting forth the requirements of the Code for maintaining the tax exemption of interest on the Bonds, and attachments thereto. Finance Director means the duly appointed and acting Finance Director of the City or the successor to such officer. Government Obligations means direct or indirect obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. Letter of Representations means the Blanket Issuer Letter of Representations given by the City to DTC, as amended from time to time. Mayor or City Mayor means the elected Mayor of the City or the successor to the duties of that office. MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Official Statement means the disclosure documents prepared and delivered in connection with the issuance of the Bonds. Project means the capital projects described in Section 2 of this ordinance. Project Fund means the account created pursuant to Section 8 of this ordinance. Record Date means the close of business for the Bond Registrar that is 15 days preceding any interest and/or principal payment or redemption date. Registered Owner means the person named as the registered owner of a Bond in the Bond Register. For so long as the Bonds are held in book -entry only form, DTC or its nominee shall be deemed to be the sole Registered Owner. Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended from time to time. W: Word Processing \Ordinances \UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 20 Page 4 of 16 Sale Document means the Bond Purchase Contract or Certificate of Award, if any, executed by the Designated Representative in connection with the sale of the Bonds pursuant to Section 12 of this ordinance, which shall provide for the name, principal and interest payment dates and amounts, redemption/prepayment rights, and other terms to describe such Bonds as determined to be necessary by the Designated Representative. State means the State of Washington. Underwriter means any underwriter, in the case of a negotiated sale, or initial purchaser, in the case of a competitive sale, the Bonds selected pursuant to Section 12. Section 2. Authorization of the Project. The Bonds are being issued to finance and/or reimburse the City for costs related to implementing its Public Safety Plan, which includes, but is not limited to: (a) replacing three fire stations; (b) financing critical items such as fire trucks and other life/safety equipment as necessary; and (c) constructing a Justice Center to hold the Tukwila Police Department and Municipal Court, as authorized and further described in the Election Ordinance, which description is incorporated herein by this reference (the "Project"); and to pay costs of issuance for the Bonds. Section 3. Authorization of Bonds and Bond Details. For the purpose of paying and/or reimbursing the City for costs of the Project and paying costs of issuance of the Bonds as authorized by the Election Ordinance and by the qualified electors of the City at a special election held on November 8, 2016, the City is hereby authorized to issue and sell unlimited tax general obligation bonds in an aggregate principal amount of not to exceed $40,885,000 (the "Bonds"). Notwithstanding anything in this ordinance to the contrary, the issuance of the Bonds shall be subject to satisfaction of the conditions set forth in Section 12 of this ordinance. The Bonds shall be general obligations of the City and shall be designated "City of Tukwila, Washington, Unlimited Tax General Obligation Bonds, 20XX" with additional series designation or other such designation as determined to be necessary by the Designated Representative. The Bonds shall be dated as of the date of Closing; shall be fully registered as to both principal and interest; shall be in the denomination of $5,000 each, or any integral multiple thereof, within a maturity; shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification; shall bear interest from their date payable on the dates and commencing as provided in the Sale Document; and shall mature on the dates and in the principal amounts set forth in the Sale Document, as approved and executed by the Designated Representative pursuant to Section 12 of this ordinance. Section 4. Registration, Exchange and Payments. (a) Bond Registrar/Bond Register. The City hereby specifies and adopts the system of registration approved by the Washington State Finance Committee from time to time through the appointment of state fiscal agencies. The City shall cause a bond W: Word Processing \Ordinances \UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 5 of 16 21 register to be maintained by the Bond Registrar. So long as any Bonds remain outstanding, the Bond Registrar shall make all necessary provisions to permit the exchange or registration or transfer of Bonds at its designated office. The Bond Registrar may be removed at any time at the option of the Finance Director upon prior notice to the Bond Registrar and a successor Bond Registrar appointed by the Finance Director. No resignation or removal of the Bond Registrar shall be effective until a successor shall have been appointed and until the successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication of the Bonds. (b) Registered Ownership. The City and the Bond Registrar, each in its discretion, may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes (except as provided in the Continuing Disclosure Certificate), and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 4(g), but such Bond may be transferred as herein provided. All such payments made as described in Section 4(g) shall be valid and shall satisfy and discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letters of Representations. The Bonds initially shall be held by DTC acting as depository. The City has executed and delivered to DTC a Blanket Issuer Letter of Representations. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees (or any successor depository) with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC participant, the payment by DTC (or any successor depository) or any DTC participant of any amount in respect of the principal of or interest on Bonds, any notice which is permitted or required to be given to Registered Owners under this ordinance (except such notices as shall be required to be given by the City to the Bond Registrar or to DTC (or any successor depository)), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held by a depository, DTC or its successor depository or its nominee shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of any beneficial interest in such Bonds. (d) Use of Depository. (1) The Bonds shall be registered initially in the name of "Cede & Co.", as nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (A) to any successor of DTC or its nominee, provided 22 W: Word Processing \Ordinances \UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 6 of 16 that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Finance Director pursuant to subsection (2) below or such substitute depository's successor; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Finance Director to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Finance Director may hereafter appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Bond Registrar shall, upon receipt of all outstanding Bonds together with a written request on behalf of the Finance Director, issue a single new Bond for each maturity of that series then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Finance Director. (4) In the event that: (A) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained; or (B) the Finance Director determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain physical Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held by a depository. The Finance Director shall deliver a written request to the Bond Registrar, together with a supply of physical Bonds, to issue Bonds as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds together with a written request on behalf of the Finance Director to the Bond Registrar, new Bonds of such series shall be issued in the appropriate denominations and registered in the names of such persons as are requested in such written request. (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new Registered Owner) of the same date, maturity, and interest rate and for the same aggregate principal amount in any authorized denomination, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of the same date, maturity, and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to register the W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 7 of 16 23 transfer of or to exchange any Bond during the 15 days preceding any principal payment or redemption date. (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the right of the Registered Owners or beneficial owners of Bonds. (g) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds are held by a depository, payments of principal thereof and interest thereon shall be made as provided in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the Bonds are no longer held by a depository, interest on the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register on the Record Date, or upon the written request of a Registered Owner of more than $1,000,000 of Bonds (received by the Bond Registrar at least by the Record Date), such payment shall be made by the Bond Registrar by wire transfer to the account within the United States designated by the Registered Owner. Principal of the Bonds shall be payable upon presentation and surrender of such Bonds by the Registered Owners at the designated office of the Bond Registrar. If any Bond is duly presented for payment and funds have not been provided by the City on the applicable payment date, then interest will continue to accrue thereafter on the unpaid principal thereof at the rate stated on the Bond until the Bond is paid. Section 5. Redemption Prior to Maturity and Purchase of Bonds. (a) Mandatory Redemption of Term Bonds and Optional Redemption. The Bonds shall be subject to mandatory redemption to the extent, if any, set forth in the Sale Document and as approved by the Designated Representative pursuant to Section 12. The Bonds shall be subject to optional redemption on the dates, at the prices and under the terms set forth in the Sale Document approved by the Designated Representative pursuant to Section 12. (b) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds offered to it at any time at a price deemed reasonable by the Finance Director plus accrued interest to the date of purchase. (c) Selection of Bonds for Redemption. For as long as the Bonds are held in book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no longer held by a depository, the selection of such Bonds to be redeemed and the surrender and reissuance thereof, as applicable, shall be made as W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 24 Page 8 of 16 provided in the following provisions of this subsection (c). If the City redeems at any one time fewer than all of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or in such manner determined by the Bond Registrar) in increments of $5,000. In the case of a Bond of a denomination greater than $5,000, the City and the Bond Registrar shall treat each Bond as representing such number of separate Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is redeemed, upon surrender of such Bond at the designated office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in any of the denominations herein authorized. (d) Notice of Redemption. (1) Official Notice. For so long as the Bonds are held by a depository, notice of redemption shall be given in accordance with the operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar shall provide any notice of redemption to any beneficial owners. The notice of redemption may be conditional. Thereafter (if the Bonds are no longer held by a depository), notice of redemption shall be given in the manner hereinafter provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption (which redemption may be conditioned by the Bond Registrar on the receipt of sufficient funds for redemption or otherwise) shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar. All official notices of redemption shall be dated and shall state: (A) the redemption date, (B) the redemption price, (C) if fewer than all outstanding Bonds are to be redeemed, the identification by series and maturity (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (D) any conditions to redemption, (E) that unless conditional notice of redemption has been given and such conditions have either been satisfied or waived, on the redemption date the redemption price shall become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 9 of 16 25 (F) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated office of the Bond Registrar. On or prior to any redemption date, unless such redemption has been rescinded or revoked, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. The City retains the right to rescind any redemption notice and the related optional redemption of Bonds by giving notice of rescission to the affected registered owners at any time on or prior to the scheduled redemption date. Any notice of optional redemption that is so rescinded shall be of no effect, and the Bonds for which the notice of optional redemption has been rescinded shall remain outstanding. (2) Effect of Notice; Bonds Due. If notice of redemption has been given and not rescinded or revoked, or if the conditions set forth in a conditional notice of redemption have been satisfied or waived, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be canceled by the Bond Registrar and shall not be reissued. (3) Additional Notice. In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus: (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the series and maturity date of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at least 20 days before the redemption date to each party entitled to receive notice pursuant to Section 14 and the Continuing Disclosure Certificate and with such additional information as the City shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (4) Amendment of Notice Provisions. The foregoing notice provisions of this Section 5, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. W: Word Processing \Ordinances \UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 26 Page 10 of 16 Section 6. Form of Bonds. The Bonds shall be in substantially the form set forth in Exhibit A, which is incorporated herein by this reference. Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile or manual signature of the Mayor and shall be attested to by the facsimile or manual signature of the City Clerk, and shall have the seal of the City impressed or a facsimile thereof imprinted, or otherwise reproduced thereon. In the event any officer who shall have signed or whose facsimile signatures appear on any of the Bonds shall cease to be such officer of the City before said Bonds shall have been authenticated or delivered by the Bond Registrar or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the City as though said person had not ceased to be such officer. Any Bond may be signed and attested on behalf of the City by such persons who, at the actual date of execution of such Bond shall be the proper officer of the City, although at the original date of such Bond such persons were not such officers of the City. Only such Bonds as shall bear thereon a Certificate of Authentication manually executed by an authorized representative of the Bond Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. Section 8. Application of Bond Proceeds. The Finance Director is hereby authorized to create a fund or account (the "Project Fund"), and subaccounts therein as necessary, for the purposes set forth in this section. From the money derived from the sale of the Bonds: (a) Net premium (premium minus costs of issuance) shall be deposited in the Debt Service Fund and/or the Project Fund and used to pay debt service on the Bonds coming due on the next upcoming interest payment date or costs of the Project, respectively; and (b) The balance of the proceeds of the Bonds shall be deposited in the Project Fund and shall be used solely to pay the allocable cost of issuing and selling the Bonds and to finance costs of the Project as authorized by the Election Ordinance. None of the proceeds of the Bonds shall be used for the replacement of equipment or for other than a capital purpose. The Finance Director shall invest money in the Project Fund and the subaccounts contained therein in such obligations as may now or hereafter be permitted to cities of the State by law and which will mature prior to the date on which such money shall be needed, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 11 of 16 27 Section 9. Tax Covenants. The City will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds, including but not limited to the following: (a) Private Activity Bond Limitation. The City will assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Limitations on Disposition of Project. The City will not sell or otherwise transfer or dispose of: (i) any personal property components of the Project other than in the ordinary course of an established government program under Treasury Regulation § 1.141-2(d)(4); or (ii) any real property components of the Project, unless it has received an opinion of nationally recognized bond counsel to the effect that such disposition will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. (c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) Rebate Requirement. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. (e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. (f) Registration Covenant. The City will maintain a system for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code until all Bonds have been surrendered and canceled. (g) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least three years after the Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the City will retain its records of accounting and monitoring at least three years after the earlier of the maturity or redemption of the obligations that refunded the Bonds. W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 28 Page 12 of 16 (h) Compliance with Federal Tax Certificate. The City will comply with the provisions of the Federal Tax Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds. Section 10. Debt Service Fund and Provision for Tax Levy Payments. The City hereby authorizes the creation of a fund or account to be used for the payment of debt service on the Bonds (the "Debt Service Fund"). No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Bond Registrar for the payment of such principal or interest. Money in the Debt Service Fund may be invested in legal investments for City funds, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. Any interest or profit from the investment of such money shall be deposited in the Debt Service Fund. The City hereby irrevocably covenants that, unless the principal of and interest on the Bonds are paid from other sources, it will make annual levies of taxes without limitation as to rate or amount upon all of the property in the City subject to taxation in amounts sufficient to pay such principal and interest as the same shall become due. All of such taxes and any of such other money so collected shall be paid into the Debt Service Fund. None of the money in the Debt Service Fund shall be used for any other purpose than the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of the principal of and interest on the Bonds when due. Section 11. Defeasance. In the event that the City, in order to effect the payment, retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another special account, cash or noncallable Government Obligations, or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Debt Service Fund for the payment of the principal of and interest on such Bond. The owner of a Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive payment of principal, premium, if any, and interest from the Debt Service Fund or such special account, and such Bond shall be deemed to be not outstanding under this ordinance. The City shall give written notice of defeasance of the Bonds in accordance with the Continuing Disclosure Certificate. W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 13 of 16 29 Section 12. Sale of Bonds. (a) Bond Sale. The Council has determined that it would be in the best interest of the City to delegate to the Designated Representative, for a limited time, the authority to determine the method of sale for the Bonds and to approve the final interest rates, maturity dates, redemption terms and principal maturities for the Bonds. (b) Negotiated Bond Sale. If the Designated Representative determines that the Bonds are to be sold by negotiated public sale, the Designated Representative shall solicit proposals from one or more qualified underwriting firms and shall select the Underwriter that submits the proposal that is in the best interest of the City. Such Bonds shall be sold to the Underwriter pursuant to the terms of a Bond Purchase Contract. (c) Competitive Sale. If the Designated Representative determines that the Bonds are to be sold at a competitive public sale, the Designated Representative shall: (1) establish the date of the public sale; (2) establish the criteria by which the successful bidder will be determined; (3) request that a good faith deposit accompany each bid; (4) cause notice of the public sale to be given; and (5) provide for such other matters pertaining to the public sale as he or she deems necessary or desirable. The Designated Representative shall cause the notice of sale to be given and provide for such other matters pertaining to the public sale as he or she deems necessary or desirable. Such Bonds shall be sold to the Underwriter pursuant to the terms of a Certificate of Award. (d) Sale Parameters. Subject to the terms and conditions set forth in this Section 12, the Designated Representative is hereby authorized to approve the method of sale and the final interest rates, aggregate principal amount, principal maturities, and redemption rights for the Bonds in the manner provided hereafter so long as: (1) the aggregate principal amount of the Bonds does not exceed $40,885,000; (2) the final maturity date for the Bonds is no later than 20 years from Closing; (3) the aggregate purchase price for the Bonds shall not be less than 100.5% of the aggregate stated principal amount of the Bonds, excluding any original issue discount; and (4) the true interest cost for the Bonds (in the aggregate) does not exceed 4.50%. Subject to the terms and conditions set forth in this section, the Designated Representative is hereby authorized to execute the appropriate Sale Document on behalf of the City. W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 30 Page 14 of 16 Following the execution of the Sale Document, the Designated Representative shall provide a report to the Council describing the final terms of the Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Representatives by this Section 12 shall expire one year after the effective date of this ordinance. If a Sale Document for the Bonds has not been executed within one year after the effective date of this ordinance, the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved unless such Bonds are re -authorized by ordinance of the Council. The ordinance re- authorizing the issuance and sale of such Bonds may be in the form of a new ordinance repealing this ordinance in whole or in part or may be in the form of an amendatory ordinance approving a Sale Document or establishing terms and conditions for the authority delegated under this Section 12. (e) Delivery of Bonds; Documentation. Upon the passage and approval of this ordinance and execution of the Sale Document, the proper officials of the City, including the Designated Representative, the City Administrator, the Mayor and the City Clerk, are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Underwriter and further to execute all closing certificates and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Sale Document. Such documents may include, but are not limited to, documents related to a municipal bond insurance policy delivered by an insurer to insure the payment when due of the principal of and interest on all or a portion of the Bonds as provided therein, if such insurance is determined by the Designated Representative to be in the best interest of the City. Section 13. Preliminary and Final Official Statements. The Designated Representative is hereby authorized to deem final the preliminary Official Statement relating to the Bonds for the purposes of the Rule. The Designated Representative is further authorized to approve for purposes of the Rule, on behalf of the City, the final Official Statement relating to the issuance and sale of the Bonds and the distribution of the final Official Statement pursuant thereto with such changes, if any, as may be deemed by him or her to be appropriate. Section 14. Undertaking to Provide Ongoing Disclosure. The City covenants to execute and deliver at the time of Closing a Continuing Disclosure Certificate. The Designated Representative is hereby authorized to execute and deliver a Continuing Disclosure Certificate upon the issuance, delivery and sale of the Bonds with such terms and provisions as such officer shall deem appropriate and in the best interests of the City. Section 15. Lost, Stolen or Destroyed Bonds. In case any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, date and tenor to the Registered Owner thereof if the owner pays the expenses and charges of the Bond Registrar and the City in connection therewith and files with the Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or her ownership W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton Page 15 of 16 31 thereof, and furnishes the City and the Bond Registrar with indemnity satisfactory to both. Section 16. Severability; Ratification. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. All acts taken pursuant to the authority granted in this ordinance but prior to its effective date are hereby ratified and confirmed. Section 17. Payments Due on Holidays. If an interest and/or principal payment date for the Bonds is not a business day, then payment shall be made on the next business day and no interest shall accrue for the intervening period. Section 18. Corrections by Clerk. Upon approval of the City Attorney and Bond Counsel, the City Clerk is hereby authorized to make necessary corrections to this ordinance, including but not limited to the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; ordinance numbering and section/subsection numbering; and other similar necessary corrections. Section 19. Effective Date. This ordinance shall be published in the official newspaper of the City, and shall take effect and be in full force five (5) days after the date of the publication. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of , 2019. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Pacifica Law Group LLP, Bond Counsel Allan Ekberg, Mayor Filed with the City Clerk: Passed by the City Council: Published: Effective Date: Ordinance Number: Attachments: Exhibit A — Form of Bond Exhibit B — Certificate of Authentication (substantial form) Exhibit C — Certificate (by City Clerk) W: Word Processing \Ordinances\UTGO Bonds -Public Safety Plan 6-18-19 VC:bjs Review and analysis by Barbara Saxton 32 Page 16 of 16 Exhibit A Form of Bond [DTC LANGUAGE] UNITED STATES OF AMERICA NO. STATE OF WASHINGTON CITY OF TUKWILA UNLIMITED TAX GENERAL OBLIGATION BOND, 20[ 1 INTEREST RATE: MATURITY DATE: CUSIP NO.: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Tukwila, Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest thereon from , 20 , or the most recent date to which interest has been paid or duly provided for until payment of this bond at the Interest Rate set forth above, payable on 1, 20 , and semiannually thereafter on the first days of each succeeding and Both principal of and interest on this bond are payable in lawful money of the United States of America. The fiscal agent of the State of Washington has been appointed by the City as the authenticating agent, paying agent and registrar for the bonds of this issue (the "Bond Registrar"). For so long as the bonds of this issue are held in fully immobilized form, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of The Depository Trust Company ("DTC") referred to in the Blanket Issuer Letter of Representations (the "Letter of Representations") from the City to DTC. The bonds of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and Ordinance No. duly passed by the City Council on , 2019 (the "Bond Ordinance"). Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. A-1 UTGO 33 This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and date of maturity, except as to number and amount in the aggregate principal amount of $ and is issued pursuant to the Bond Ordinance to provide a portion of the funds necessary to: (a) implement its Public Safety Plan, which includes replacing three fire stations, financing critical items such as fire trucks and other life/safety equipment as necessary, and constructing a Justice Center to hold the Tukwila Police Department and Municipal Court, as identified in Ordinance No. 2509 passed by the City Council on August 1, 2016 and approved by the qualified electors of the City at a special election held therein on November 8, 2016; and (b) to pay costs of issuance. The bonds of this issue are subject to redemption prior to their stated maturities as provided in the [Bond Purchase Contract/Certificate of Award]. The City has irrevocably covenanted with the owner of this bond that it will levy taxes annually upon all the taxable property in the City without limitation as to rate or amount and in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond when due. The full faith, credit and resources of the City are irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist and to have happened, been done and performed precedent to and in the issuance of this bond exist and have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the manual or facsimile signatures of the Mayor and the City Clerk and the seal of the City to be imprinted, impressed or otherwise reproduced hereon as of this day of , 20 [SEAL] ATTEST: Christy O'Flaherty, MMC, City Clerk CITY OF TUKWILA, WASHINGTON By Allan Ekberg, Mayor 34 A-2 UTGO Exhibit B The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: Date of Authentication: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within -mentioned Bond Ordinance and is one of the Unlimited Tax General Obligation Bonds, 20 , of the City of Tukwila, Washington, dated , 2019. WASHINGTON STATE FISCAL AGENT, as Bond Registrar By B-1 UTGO 35 Exhibit C CERTIFICATE I, the undersigned, City Clerk of the City Council of the City of Tukwila, Washington (the "City"), DO HEREBY CERTIFY: 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 2019 as that ordinance appears in the minute book of the City; and the Ordinance will be in full force and effect five (5) days after its passage and publication as provided by law; and 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a legal quorum was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper passage of said Ordinance have been fully fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate. 3. That Ordinance No. has not been amended, supplemented or rescinded since its passage and is in full force and effect and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 2019. CITY OF TUKWILA, WASHINGTON Christy O'Flaherty, MMC, City Clerk 36 C-1 UTGO AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, AUTHORIZING THE ISSUANCE OF LIMITED TAX GENERAL OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $25,000,000 TO FINANCE COSTS RELATED TO THE CITY'S PUBLIC SAFETY PLAN AND PUBLIC WORKS FACILITIES AND TO PAY COSTS OF ISSUING THE BONDS; PROVIDING THE FORM, TERMS AND COVENANTS OF THE BONDS; PROVIDING FOR THE DISPOSITION OF THE PROCEEDS OF THE SALE OF THE BONDS; DELEGATING AUTHORITY TO APPROVE THE METHOD OF SALE AND THE FINAL TERMS OF THE BONDS; AND PROVIDING FOR OTHER MATTERS RELATING THERETO; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, the City Council (the "Council") of the City of Tukwila, Washington (the "City") has deemed it is in the best interest of the City to acquire, improve, develop and equip certain capital improvements to City facilities, including but not limited to public works facilities and facilities related to the City's Public Safety Plan (the "Project"); and WHEREAS, after due consideration the Council has determined that it is in the best interest of the City to authorize the issuance and sale of limited tax general obligation bonds to pay all or a portion of the costs of the Project and to pay costs of issuance for the Bonds; and WHEREAS, this Council wishes to delegate authority to the Finance Director, or his or her designee (the "Designated Representative"), for a limited time, to approve the method of sale and the interest rates, maturity dates, redemption terms and principal maturities for the bonds within the parameters set by this ordinance; and WHEREAS, the Bonds shall be sold by negotiated or competitive public sale as set forth herein; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: W: Word Processing\Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 1 of 16 37 Section 1. Definitions. As used in this ordinance, the following words and terms shall have the following meanings, unless the context or use indicates another or different meaning or intent. Unless the context indicates otherwise, words importing the singular number shall include the plural number and vice versa. Beneficial Owner means any person that has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries). Bond Counsel means Pacifica Law Group LLP or an attorney at law or a firm of attorneys, selected by the City, of nationally recognized standing in matters pertaining to the tax exempt nature of interest on bonds issued by states and their political subdivisions. Bond Purchase Contract means the contract, if any, for the purchase of any Bonds sold by negotiated sale to the Underwriter, executed pursuant to Section 12. Bond Register means the registration books showing the name, address and tax identification number of each Registered Owner of the Bonds, maintained pursuant to Section 149(a) of the Code. Bond Registrar means, initially, the fiscal agent of the State, for the purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the Bonds. Bonds mean the City's Limited Tax General Obligation Bonds, 20XX, or other such series designation as approved by the Designated Representative, authorized to be issued pursuant to the terms of this ordinance. Certificate of Award means the certificate, if any, for the purchase of any Bonds sold by competitive sale awarding the Bonds to the initial purchaser as set forth in Section 12 of this ordinance. City means the City of Tukwila, a municipal corporation duly organized and existing under the laws of the State. City Administrator means the duly appointed and acting City Administrator, including anyone acting in such capacity for the position, or the successor to the duties of that office. City Clerk means the duly appointed and acting City Clerk of the City or the successor to the duties of that office. Closing means the date of delivery of the Bonds to the Underwriter. W: Word Processing\Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton 38 Page 2 of 16 Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Commission means the United States Securities and Exchange Commission. Continuing Disclosure Certificate means the written undertaking for the benefit of the owners and Beneficial Owners of the Bonds as required by Section (b)(5) of the Rule. Council or City Council means the Tukwila City Council, as the general legislative body of the City as the same is duly and regularly constituted from time to time. Debt Service Fund means the fund or account created pursuant to this ordinance for the purpose of paying debt service on the Bonds. Designated Representative means the Finance Director, or his or her designee. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, as depository for the Bonds pursuant to Section 4 of this ordinance. Fair Market Value means the price at which a willing buyer would purchase an investment from a willing seller in a bona fide, arm's-length transaction, except for specified investments as described in Treasury Regulation § 1.148-5(d)(6), including United States Treasury obligations, certificates of deposit, guaranteed investment contracts, and investments for yield restricted defeasance escrows. Fair Market Value is generally determined on the date on which a contract to purchase or sell an investment becomes binding, and, to the extent required by the applicable regulations under the Code, the term "investment" will include a hedge. Federal Tax Certificate means the certificate executed by the Designated Representative setting forth the requirements of the Code for maintaining the tax exemption of interest on the Bonds, and attachments thereto. Finance Director means the duly appointed and acting Finance Director of the City or the successor to such officer. Government Obligations means direct or indirect obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. Letter of Representations means the Blanket Issuer Letter of Representations given by the City to DTC, as amended from time to time. W: Word Processing \Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 3 of 16 39 Mayor or City Mayor means the elected Mayor of the City or the successor to the duties of that office. MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Official Statement means the disclosure documents prepared and delivered in connection with the issuance of the Bonds. Project means the capital projects described in Section 2 of this ordinance. Project Fund means the account created pursuant to Section 8 of this ordinance. Record Date means the close of business for the Bond Registrar that is 15 days preceding any interest and/or principal payment or redemption date. Registered Owner means the person named as the registered owner of a Bond in the Bond Register. For so long as the Bonds are held in book -entry only form, DTC or its nominee shall be deemed to be the sole Registered Owner. Rule means the Commission's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended from time to time. Sale Document means the Bond Purchase Contract or Certificate of Award, if any, executed by the Designated Representative in connection with the sale of the Bonds pursuant to Section 12 of this ordinance, which shall provide for the name, principal and interest payment dates and amounts, redemption/prepayment rights, and other terms to describe such Bonds as determined to be necessary by the Designated Representative. State means the State of Washington. Underwriter means any underwriter, in the case of a negotiated sale, or initial purchaser, in the case of a competitive sale, the Bonds selected pursuant to Section 12. Section 2. Authorization of the Project. The Bonds are being issued to finance and/or reimburse the City for costs of acquiring, improving, developing and equipping certain capital improvements to City facilities, including but not limited to public works facilities and facilities related to the City's Public Safety Plan, as it may be amended from time to time (the "Project") and paying costs of issuance for the Bonds. The cost of all necessary and other costs incurred in connection with the Project shall be paid from other City funds legally available for such purposes. Section 3. Authorization of Bonds and Bond Details. For the purpose of paying and/or reimbursing the City for costs of the Project and paying costs of issuance, the City shall issue and sell limited tax general obligation bonds in an aggregate principal amount not to exceed $25,000,000 (the "Bonds"). W: Word Processing\Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 4 of 16 40 The Bonds shall be general obligations of the City and shall be designated "City of Tukwila, Washington, Limited Tax General Obligation Bonds, 20XX" with additional series designation or other such designation as determined to be necessary by the Designated Representative. The Bonds shall be dated as of the date of Closing; shall be fully registered as to both principal and interest; shall be in the denomination of $5,000 each, or any integral multiple thereof, within a maturity; shall be numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification; shall bear interest from their date payable on the dates and commencing as provided in the Sale Document; and shall mature on the dates and in the principal amounts set forth in the Sale Document, as approved and executed by the Designated Representative pursuant to Section 12 of this ordinance. Section 4. Registration, Exchange and Payments. (a) Bond Registrar/Bond Register. The City hereby specifies and adopts the system of registration approved by the Washington State Finance Committee from time to time through the appointment of state fiscal agencies. The City shall cause a bond register to be maintained by the Bond Registrar. So long as any Bonds remain outstanding, the Bond Registrar shall make all necessary provisions to permit the exchange or registration or transfer of Bonds at its designated office. The Bond Registrar may be removed at any time at the option of the Finance Director upon prior notice to the Bond Registrar and a successor Bond Registrar appointed by the Finance Director. No resignation or removal of the Bond Registrar shall be effective until a successor shall have been appointed and until the successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this ordinance. The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication of the Bonds. (b) Registered Ownership. The City and the Bond Registrar, each in its discretion, may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes (except as provided in the Continuing Disclosure Certificate), and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 4(g), but such Bond may be transferred as herein provided. All such payments made as described in Section 4(g) shall be valid and shall satisfy and discharge the liability of the City upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letters of Representations. The Bonds initially shall be held by DTC acting as depository. The City has executed and delivered to DTC a Blanket Issuer Letter of Representations. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees (or any successor depository) with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC W: Word Processing \OrdinancesITGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 5 of 16 41 participant, the payment by DTC (or any successor depository) or any DTC participant of any amount in respect of the principal of or interest on Bonds, any notice which is permitted or required to be given to Registered Owners under this ordinance (except such notices as shall be required to be given by the City to the Bond Registrar or to DTC (or any successor depository)), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held by a depository, DTC or its successor depository or its nominee shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of any beneficial interest in such Bonds. (d) Use of Depository. (1) The Bonds shall be registered initially in the name of "Cede & Co.", as nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (A) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Finance Director pursuant to subsection (2) below or such substitute depository's successor; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Finance Director to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Finance Director may hereafter appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. (3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Bond Registrar shall, upon receipt of all outstanding Bonds together with a written request on behalf of the Finance Director, issue a single new Bond for each maturity of that series then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Finance Director. (4) In the event that: (A) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained; or (B) the Finance Director determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain physical Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held by a depository. The Finance Director shall deliver a written request to the Bond Registrar, together with a supply of physical Bonds, to issue Bonds as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds together with a written request on behalf of the Finance Director to the Bond Registrar, new Bonds of such W: Word Processing\Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 6 of 16 42 series shall be issued in the appropriate denominations and registered in the names of such persons as are requested in such written request. (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such Bond duly executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new Registered Owner) of the same date, maturity, and interest rate and for the same aggregate principal amount in any authorized denomination, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of the same date, maturity, and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to register the transfer of or to exchange any Bond during the 15 days preceding any principal payment or redemption date. (f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the right of the Registered Owners or beneficial owners of Bonds. (g) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds are held by a depository, payments of principal thereof and interest thereon shall be made as provided in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the Bonds are no longer held by a depository, interest on the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register on the Record Date, or upon the written request of a Registered Owner of more than $1,000,000 of Bonds (received by the Bond Registrar at least by the Record Date), such payment shall be made by the Bond Registrar by wire transfer to the account within the United States designated by the Registered Owner. Principal of the Bonds shall be payable upon presentation and surrender of such Bonds by the Registered Owners at the designated office of the Bond Registrar. If any Bond is duly presented for payment and funds have not been provided by the City on the applicable payment date, then interest will continue to accrue thereafter on the unpaid principal thereof at the rate stated on the Bond until the Bond is paid. W: Word Processing \Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 7 of 16 43 Section 5. Redemption Prior to Maturity and Purchase of Bonds. (a) Mandatory Redemption of Term Bonds and Optional Redemption. The Bonds shall be subject to mandatory redemption to the extent, if any, set forth in the Sale Document and as approved by the Designated Representative pursuant to Section 12. The Bonds shall be subject to optional redemption on the dates, at the prices and under the terms set forth in the Sale Document approved by the Designated Representative pursuant to Section 12. (b) Purchase of Bonds. The City reserves the right to purchase any or all of the Bonds offered to it at any time at a price deemed reasonable by the Finance Director plus accrued interest to the date of purchase. (c) Selection of Bonds for Redemption. For as long as the Bonds are held in book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no longer held by a depository, the selection of such Bonds to be redeemed and the surrender and reissuance thereof, as applicable, shall be made as provided in the following provisions of this subsection (c). If the City redeems at any one time fewer than all of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or in such manner determined by the Bond Registrar) in increments of $5,000. In the case of a Bond of a denomination greater than $5,000, the City and the Bond Registrar shall treat each Bond as representing such number of separate Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is redeemed, upon surrender of such Bond at the designated office of the Bond Registrar there shall be issued to the Registered Owner, without charge therefor, for the then unredeemed balance of the principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in any of the denominations herein authorized. (d) Notice of Redemption. (1) Official Notice. For so long as the Bonds are held by a depository, notice of redemption shall be given in accordance with the operational arrangements of DTC as then in effect, and neither the City nor the Bond Registrar shall provide any notice of redemption to any beneficial owners. The notice of redemption may be conditional. Thereafter (if the Bonds are no longer held by a depository), notice of redemption shall be given in the manner hereinafter provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such redemption (which redemption may be conditioned by the Bond Registrar on the receipt of sufficient funds for redemption or otherwise) shall be given by the Bond Registrar on behalf of the City by mailing a copy of an official redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar. W: Word Processing \OrdinancesITGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 8 of 16 44 All official notices of redemption shall be dated and shall state: (A) the redemption date, (B) the redemption price, (C) if fewer than all outstanding Bonds are to be redeemed, the identification by series and maturity (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (D) any conditions to redemption, (E) that unless conditional notice of redemption has been given and such conditions have either been satisfied or waived, on the redemption date the redemption price shall become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (F) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated office of the Bond Registrar. On or prior to any redemption date, unless such redemption has been rescinded or revoked, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. The City retains the right to rescind any redemption notice and the related optional redemption of Bonds by giving notice of rescission to the affected registered owners at any time on or prior to the scheduled redemption date. Any notice of optional redemption that is so rescinded shall be of no effect, and the Bonds for which the notice of optional redemption has been rescinded shall remain outstanding. (2) Effect of Notice; Bonds Due. If notice of redemption has been given and not rescinded or revoked, or if the conditions set forth in a conditional notice of redemption have been satisfied or waived, the Bonds or portions of Bonds to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. All Bonds which have been redeemed shall be canceled by the Bond Registrar and shall not be reissued. (3) Additional Notice. In addition to the foregoing notice, further notice shall be given by the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus: (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the series and maturity date of each W: Word Processing \Ordinances\LTGO Bonds-PSP and PIN Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 9 of 16 45 Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at least 20 days before the redemption date to each party entitled to receive notice pursuant to Section 14 and the Continuing Disclosure Certificate and with such additional information as the City shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (4) Amendment of Notice Provisions. The foregoing notice provisions of this Section 5, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended by additions, deletions and changes in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. Section 6. Form of Bonds. The Bonds shall be in substantially the form set forth in Exhibit A, which is incorporated herein by this reference. Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the City by the facsimile or manual signature of the Mayor and shall be attested to by the facsimile or manual signature of the City Clerk, and shall have the seal of the City impressed or a facsimile thereof imprinted, or otherwise reproduced thereon. In the event any officer who shall have signed or whose facsimile signatures appear on any of the Bonds shall cease to be such officer of the City before said Bonds shall have been authenticated or delivered by the Bond Registrar or issued by the City, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the City as though said person had not ceased to be such officer. Any Bond may be signed and attested on behalf of the City by such persons who, at the actual date of execution of such Bond shall be the proper officer of the City, although at the original date of such Bond such persons were not such officers of the City. Only such Bonds as shall bear thereon a Certificate of Authentication manually executed by an authorized representative of the Bond Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this ordinance. W: Word Processing \Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton 46 Page 10 of 16 Section 8. Application of Bond Proceeds. The Finance Director is hereby authorized to create a fund or account (the "Project Fund"), and subaccounts therein as necessary, for the purposes set forth in this section. A portion of the proceeds of the Bonds net of any Underwriter's discount and fees, shall be deposited in the Project Fund in the amounts specified in the closing memorandum prepared in connection with the issuance of the Bonds. Such proceeds shall be used to pay and/or reimburse the City for the costs of the Project and to pay costs of issuance of the Bonds. The Finance Director shall invest money in the Project Fund and the subaccounts contained therein in such obligations as may now or hereafter be permitted to cities of the State by law and which will mature prior to the date on which such money shall be needed, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. Upon completion of the Project, Bond proceeds (including interest earnings thereon) may be used for other capital projects of the City or shall be transferred to the Debt Service Fund. Section 9. Tax Covenants. The City will take all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds, including but not limited to the following: (a) Private Activity Bond Limitation. The City will assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code. (b) Limitations on Disposition of Project. The City will not sell or otherwise transfer or dispose of: (i) any personal property components of the Project other than in the ordinary course of an established government program under Treasury Regulation § 1.141-2(d)(4); or (ii) any real property components of the Project, unless it has received an opinion of nationally recognized bond counsel to the effect that such disposition will not adversely affect the treatment of interest on the Bonds as excludable from gross income for federal income tax purposes. (c) Federal Guarantee Prohibition. The City will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. (d) Rebate Requirement. The City will take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the Bonds. W: Word Processing \Ordinances \LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 11 of 16 47 (e) No Arbitrage. The City will not take, or permit or suffer to be taken, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code. (f) Registration Covenant. The City will maintain a system for recording the ownership of each Bond that complies with the provisions of Section 149 of the Code until all Bonds have been surrendered and canceled. (g) Record Retention. The City will retain its records of all accounting and monitoring it carries out with respect to the Bonds for at least three years after the Bonds mature or are redeemed (whichever is earlier); however, if the Bonds are redeemed and refunded, the City will retain its records of accounting and monitoring at least three years after the earlier of the maturity or redemption of the obligations that refunded the Bonds. (h) Compliance with Federal Tax Certificate. The City will comply with the provisions of the Federal Tax Certificate with respect to the Bonds, which are incorporated herein as if fully set forth herein. The covenants of this Section will survive payment in full or defeasance of the Bonds. Section 10. Debt Service Fund and Provision for Tax Levy Payments. The City hereby authorizes the creation of a fund or account to be used for the payment of debt service on the Bonds (the "Debt Service Fund"). No later than the date each payment of principal of or interest on the Bonds becomes due, the City shall transmit sufficient funds, from the Debt Service Fund or from other legally available sources, to the Bond Registrar for the payment of such principal or interest. Money in the Debt Service Fund may be invested in legal investments for City funds, but only to the extent that the same are acquired, valued and disposed of at Fair Market Value. Any interest or profit from the investment of such money shall be deposited in the Debt Service Fund. The City hereby irrevocably covenants and agrees for as long as any of the Bonds are outstanding and unpaid that each year it shall include in its budget and levy an ad valorem tax upon all the property within the City subject to taxation in an amount that will be sufficient, together with all other revenues and money of the City legally available for such purposes, to pay the principal of and interest on the Bonds as the same shall become due. The City hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and interest shall be within and as a part of the property tax levy permitted to cities without a vote of the electorate, and that a sufficient portion of each annual levy to be levied and collected by the City prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the payment of the principal of and interest on the Bonds. The full faith, credit and resources of the City are hereby irrevocably W: Word Processing \OrdinancesITGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton 48 Page 12 of 16 pledged for the annual levy and collection of such taxes and for the prompt payment of the principal of and interest on the Bonds when due. Section 11. Defeasance. In the event that the City, in order to effect the payment, retirement or redemption of any Bond, sets aside in the Debt Service Fund or in another special account, cash or noncallable Government Obligations, or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon, and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Debt Service Fund for the payment of the principal of and interest on such Bond. The owner of a Bond so provided for shall cease to be entitled to any lien, benefit or security of this ordinance except the right to receive payment of principal, premium, if any, and interest from the Debt Service Fund or such special account, and such Bond shall be deemed to be not outstanding under this ordinance. The City shall give written notice of defeasance of the Bonds in accordance with the Continuing Disclosure Certificate. Section 12. Sale of Bonds. (a) Bond Sale. The Council has determined that it would be in the best interest of the City to delegate to the Designated Representative, for a limited time, the authority to determine the method of sale for the Bonds and to approve the final interest rates, maturity dates, redemption terms and principal maturities for the Bonds. (b) Negotiated Bond Sale. If the Designated Representative determines that the Bonds are to be sold by negotiated public sale, the Designated Representative shall solicit proposals from one or more qualified underwriting firms and shall select the Underwriter that submits the proposal that is in the best interest of the City. Such Bonds shall be sold to the Underwriter pursuant to the terms of a Bond Purchase Contract. (c) Competitive Sale. If the Designated Representative determines that the Bonds are to be sold at a competitive public sale, the Designated Representative shall: (1) establish the date of the public sale; (2) establish the criteria by which the successful bidder will be determined; (3) request that a good faith deposit accompany each bid; (4) cause notice of the public sale to be given; and (5) provide for such other matters pertaining to the public sale as he or she deems necessary or desirable. The Designated Representative shall cause the notice of sale to be given and provide for such other matters pertaining to the public sale as he or she deems necessary or desirable. Such Bonds shall be sold to the Underwriter pursuant to the terms of a Certificate of Award. W: Word Processing \OrdinancesITGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 13 of 16 49 (d) Sale Parameters. Subject to the terms and conditions set forth in this Section 12, the Designated Representative is hereby authorized to approve the method of sale and the final interest rates, aggregate principal amount, principal maturities, and redemption rights for the Bonds in the manner provided hereafter so long as: (1) the aggregate principal amount of the Bonds does not exceed $25,500,000; (2) the final maturity date for the Bonds is no later than 21 years from Closing; (3) the aggregate purchase price for the Bonds shall not be less than 100.5% of the aggregate stated principal amount of the Bonds, excluding any original issue discount; and (4) the true interest cost for the Bonds (in the aggregate) does not exceed 4.50%. Subject to the terms and conditions set forth in this section, the Designated Representative is hereby authorized to execute the appropriate Sale Document on behalf of the City. Following the execution of the Sale Document, the Designated Representative shall provide a report to the Council describing the final terms of the Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Representatives by this Section 12 shall expire one year after the effective date of this ordinance. If a Sale Document for the Bonds has not been executed within one year after the effective date of this ordinance, the authorization for the issuance of the Bonds shall be rescinded, and the Bonds shall not be issued nor their sale approved unless such Bonds are re -authorized by ordinance of the Council. The ordinance re- authorizing the issuance and sale of such Bonds may be in the form of a new ordinance repealing this ordinance in whole or in part or may be in the form of an amendatory ordinance approving a Sale Document or establishing terms and conditions for the authority delegated under this Section 12. (e) Delivery of Bonds; Documentation. Upon the passage and approval of this ordinance and execution of the Sale Document, the proper officials of the City, including the Designated Representative, the City Administrator, the Mayor and the City Clerk, are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Underwriter and further to execute all closing certificates and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Sale Document. Such documents may include, but are not limited to, documents related to a municipal bond insurance policy delivered by an insurer to insure the payment when due of the principal of and interest on all or a portion of the Bonds as provided therein, if such insurance is determined by the Designated Representative to be in the best interest of the City. W: Word Processing \OrdinancesITGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton 50 Page 14 of 16 Section 13. Preliminary and Final Official Statements. The Designated Representative is hereby authorized to deem final the preliminary Official Statement relating to the Bonds for the purposes of the Rule. The Designated Representative is further authorized to approve for purposes of the Rule, on behalf of the City, the final Official Statement relating to the issuance and sale of the Bonds and the distribution of the final Official Statement pursuant thereto with such changes, if any, as may be deemed by him or her to be appropriate. Section 14. Undertaking to Provide Ongoing Disclosure. The City covenants to execute and deliver at the time of Closing a Continuing Disclosure Certificate. The Designated Representative is hereby authorized to execute and deliver a Continuing Disclosure Certificate upon the issuance, delivery and sale of the Bonds with such terms and provisions as such officer shall deem appropriate and in the best interests of the City. Section 15. Lost, Stolen or Destroyed Bonds. In case any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, date and tenor to the Registered Owner thereof if the owner pays the expenses and charges of the Bond Registrar and the City in connection therewith and files with the Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or her ownership thereof, and furnishes the City and the Bond Registrar with indemnity satisfactory to both Section 16. Severability; Ratification. If any one or more of the covenants or agreements provided in this ordinance to be performed on the part of the City shall be declared by any court of competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no way affect the validity of the other provisions of this ordinance or of the Bonds. All acts taken pursuant to the authority granted in this ordinance but prior to its effective date are hereby ratified and confirmed. Section 17. Payments Due on Holidays. If an interest and/or principal payment date for the Bonds is not a business day, then payment shall be made on the next business day and no interest shall accrue for the intervening period. Section 18. Corrections by Clerk. Upon approval of the City Attorney and Bond Counsel, the City Clerk is hereby authorized to make necessary corrections to this ordinance, including but not limited to the correction of clerical errors; references to other local, state or federal laws, codes, rules, or regulations; ordinance numbering and section/subsection numbering; and other similar necessary corrections. W: Word Processing \Ordinances\LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 15 of 16 51 Section 19. Effective Date. This ordinance shall be published in the official newspaper of the City, and shall take effect and be in full force five (5) days after the date of the publication. PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of , 2019. ATTEST/AUTHENTICATED: Christy O'Flaherty, MMC, City Clerk APPROVED AS TO FORM BY: Pacifica Law Group LLP, Bond Counsel Allan Ekberg, Mayor Filed with the City Clerk: Passed by the City Council: Published: Effective Date: Ordinance Number: Attachments: Exhibit A — Form of Bond Exhibit B — Certificate of Authentication (substantial form) Exhibit C — Certificate (by City Clerk) W: Word Processing \Ordinances \LTGO Bonds-PSP and PW Shops Facility 6-17-19 VC:bjs Review and analysis by Barbara Saxton Page 16 of 16 52 Exhibit A Form of Bond [DTC LANGUAGE] UNITED STATES OF AMERICA NO. STATE OF WASHINGTON CITY OF TUKWILA LIMITED TAX GENERAL OBLIGATION BOND, 20[ 1 INTEREST RATE: cyo MATURITY DATE: REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP NO.: The City of Tukwila, Washington (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest thereon from , 20 , or the most recent date to which interest has been paid or duly provided for until payment of this bond at the Interest Rate set forth above, payable on 1, 20 , and semiannually thereafter on the first days of each succeeding and . Both principal of and interest on this bond are payable in lawful money of the United States of America. The fiscal agent of the State of Washington has been appointed by the City as the authenticating agent, paying agent and registrar for the bonds of this issue (the "Bond Registrar"). For so long as the bonds of this issue are held in fully immobilized form, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of The Depository Trust Company ("DTC") referred to in the Blanket Issuer Letter of Representations (the "Letter of Representations") from the City to DTC. The bonds of this issue are issued under and in accordance with the provisions of the Constitution and applicable statutes of the State of Washington and Ordinance No. duly passed by the City Council on [ 1, 2019 (the "Bond Ordinance"). Capitalized terms used in this bond have the meanings given such terms in the Bond Ordinance. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar or its duly designated agent. A-1 53 This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and date of maturity, except as to number and amount in the aggregate principal amount of $ and is issued pursuant to the Bond Ordinance to provide a portion of the funds necessary to pay the cost of acquiring, improving, developing and equipping certain capital improvements to City facilities, including but not limited to public works facilities and facilities related to the City's Public Safety Plan, and to pay costs of issuance. The bonds of this issue are subject to redemption prior to their stated maturities as provided in the [Bond Purchase Contract/Certificate of Award]. The City has irrevocably covenanted with the owner of this bond that it shall include in its annual budget and levy taxes annually, within and a part of the tax levy permitted to the City without a vote of the electorate, upon all the taxable property in the City and in amounts sufficient, together with other money legally available therefor, to pay the principal of and interest on this bond when due. The full faith, credit and resources of the City are irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of such principal and interest. The pledge of tax levies for payment of principal of and interest on the bonds may be discharged prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set forth in the Bond Ordinance. It is hereby certified that all acts, conditions and things required by the Constitution and statutes of the State of Washington to exist and to have happened, been done and performed precedent to and in the issuance of this bond exist and have happened, been done and performed and that the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory or other limitation upon the amount of bonded indebtedness that the City may incur. IN WITNESS WHEREOF, the City of Tukwila, Washington, has caused this bond to be executed by the manual or facsimile signatures of the Mayor and the City Clerk and the seal of the City to be imprinted, impressed or otherwise reproduced hereon as of this day of , 20 . [SEAL] ATTEST: Christy O'Flaherty, MMC, City Clerk CITY OF TUKWILA, WASHINGTON By Allan Ekberg, Mayor 54 A-2 Exhibit B The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: Date of Authentication: CERTIFICATE OF AUTHENTICATION This bond is one of the bonds described in the within -mentioned Bond Ordinance and is one of the Limited Tax General Obligation Bonds, 20 , of the City of Tukwila, Washington, dated , 2019. WASHINGTON STATE FISCAL AGENT, as Bond Registrar By B-1 55 Exhibit C CERTIFICATE I, the undersigned, City Clerk of the City Council of the City of Tukwila, Washington (the "City"), DO HEREBY CERTIFY: 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 2019 as that ordinance appears in the minute book of the City; and the Ordinance will be in full force and effect five (5) days after its passage and publication as provided by law; and 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; that a legal quorum was present throughout the meeting and a legally sufficient number of members of the Council voted in the proper manner for the passage of said Ordinance; that all other requirements and proceedings incident to the proper passage of said Ordinance have been fully fulfilled, carried out and otherwise observed; and that I am authorized to execute this certificate. 3. That Ordinance No. has not been amended, supplemented or rescinded since its passage and is in full force and effect and that I am authorized to execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 2019. CITY OF TUKWILA, WASHINGTON Christy O'Flaherty, MMC, City Clerk 56 C-1 City of Tukwila, Washington it ance Committee Meeting I Upcoming UTGO & LTGO Financings une 24, 2019 . PFM Financial 1200 Fifth Avenue Advisors LLC Suite 1220 Seattle, WA 98101 Duncan Brown (206) 858-5367 Steven Amano (206) 858-5366 pfm Background Timing Considerations PFM Recommendation Unlimited Tax General Obligation Bonds Limited Tax General Obligation Bonds Timing: Key Milestones Appendix — Debt Capacity & Market Update 1 Background The City is considering the issuance of both Limited Tax General Obligation Bonds ("LTGO Bonds") and Unlimited Tax General Obligation Bonds ("UTGO Bonds") • Proceeds of the LTGO Bonds may be used to finance project costs related to the City's Public Safety Plan and Public Works Facilities • Proceeds of the UTGO Bonds may only be applied to the projects included in the Public Safety Plan The City's cash flow projections suggest that bond proceeds to finance the Public Safety Plan projects will be needed in the fourth quarter of 2019 The City expects it will need additional funds for the Public Works Facilities in the first quarter of 2020 PFM 2 Timing Considerations Key considerations regarding bond sale timing include: Cash flow needs — Q4 2019 for Public Safety Plan (LTGO or UTGO); Q1 2020 for Public Works Facilities (LTGO only) Source of repayment — UTGO Bonds are payable from a separate, excess property tax levy; LTGO Bonds are payable from general resources of the City Issuance cost savings — issuing the two series of Bonds at the same time (or close to the same time) allows for shared issuance costs, a single credit rating, and reduced staff time commitment Tax levy timing — UTGO Bonds' excess levy must be finalized prior to the year in which it is imposed, typically by late November or early December Cost of carry — Issuing either series of Bonds before proceeds are actually needed results in added "cost of carry" Interest rate risk — ng to issue either series of Bonds exposes the City to changes in interest rates 0 PFIVI 3 PFM Recommendation PFM recommends that the City target both UTGO and LTGO bond sales in October 2019. This will allow the City to: Meet its project cash flow needs Avoid duplicative bond issuance costs and minimize required staff time commitment Minimize interest rate risk Come October, the City could consider postponing the sale of its LTGO Bonds until later in 2019, if market conditions are stable. This would allow the City to reduce its cost of carry while still capturing the cost and time efficiencies associated with a combined transaction. ©PFM 4 Unlimited Tax General Obligation Bonds, 2019 • The City's original plan in 2016 assumed the authorized borrowing amount ($77,385,000) would be issued in smaller amounts, over a longer term • The current expectation is that the City will issue the remainder of the 2016 Authorization with the 2019 UTGO Bonds • The table to the right compares the levy rate projections at the time of the 2016 Bond issuance vs. current projections • Note: the City's UTGO Bonds are limited to a 20-year term (may not mature more than 20 years from the closing date) PFM 2016 — Levy Rate Year Estimates 2017 0.47 2019 — Updated Levy Rate Estimates 0.47* 2018 0.47 0.46* 2019 0.47 0.43 2020 0.47 0.54 2021 0.47 0.54 2022 0.55 0.64 2023 0.62 0.64 2024 - 2036 0.69 0.67 2037 0.70 0.43 2038 0.70 0.43 2039 0.70 2040 0.09 2041 0.09 2042 0.09 2043 0.09 *Actual Levy Rates 5 Unlimited Tax General Obligation Bonds, 2019 (continued) • The graph below details the estimated debt service requirements and levy rates following the issuance of the 2019 UTGO Bonds (and compared to the levy rate estimates made at the time of the 2016 UTGO Bonds) $8.0 $7.0 $6.0 $5.0 U) -2 $4.0 $3.0 $2.0 $1.0 $0.0 PFM 0) c7) 0 N C "cc.r cp. ('\1 N CO "cr LC) CO N- CO 0) 0 ;.—.) N CO Tr LO CO r-- CO 0) 0 N— N CO N N N N N N N N CO CO CO CO CO CO CO CO CO ,:t 'T •Cl" 'Cr 0000000000000000000000 NNNNNNNNNC\INNNNNNNNNNNN 2016 Bonds Debt Service 0.164. $0.80 $0.70 $0.60 $0.50 $0.40 $0.30 $0.20 $0.10 $0.00 2019 Bonds Debt Service —2016 Levy Projection ..2019 Levy Projection Assumes remainder of the 2016 Authorization is issued ($40,885,000), AA MMD as of 6/6/2019 plus 0.50% cushion, shared issuance costs with UTGO Bonds totaling $250,000, underwriters discount of $7 per $1,000 of par amount, 2.50% annual growth rate assumed for assessed valuation growth to calculate future levy rates CD 6 UTGO Bond Ordinance The City Council is being asked to adopt an ordinance that would authorize the issuance of Unlimited Tax General Obligation (UTGO) debt within the following parameters: • Par amount: Not -to -exceed $40.885 million (remainder of 2016 Authorization) • Final maturity: No later than 20 years from the Closing Date • True Interest Cost: Not -to -exceed 4.50°/0 • The authority granted to the Designated Representative shall expire one year after the effective date of the Bond Ordinance If authorized, proceeds of the 2019 UTGO Bonds would be used to finance costs related to the City's Public Safety Plan UTGO Bonds payable from an excess property tax levy upon all property in the City PFM 7 Limited Tax General Obligation Bonds, 2019 • The graph below reflects the estimated debt service requirements of non -voted debt issued to finance the Public Works Shops and Public Safety Plan projects following the issuance of the 2019 LTGO Bonds • The annual debt service requirement of the 2019 LTGO Bonds is estimated to be approximately $1.7 million(1) LTGO Debt Service Estimate $3.5 $3.0 $2.5 $2.0 $1.5 $1.0 $0.5 $0.0 Outstanding LTGO PW Shops/PSP Debt (2018 Bonds) 2019 Bonds Interest 2019 Bonds Principal (1) Assumes level debt service structure, project funding of $25 million, AA MMD as of 6/6/2019 plus 0.50% cushion, shared issuance costs with UTGO Bonds totaling $250,000, underwriters discount of $7 per $1,000 of par amount 8 LTGO Bond Ordinance The City Council is being asked to adopt an ordinance that would authorize the issuance of Limited Tax General Obligation (LTGO) debt within the following parameters: • Par amount: Not -to -exceed $25 million • Final maturity: No later than 21 years from the Closing Date • True Interest Cost: Not -to -exceed 4.50% • The authority granted to the Designated Representative shall expire one year after the effective date of the Bond Ordinance If authorized, proceeds of the 2019 LTGO Bonds would be used to finance costs related to the City's Public Safety Plan and Public Works Facilities LTGO Bonds will be secured by the City's full faith and credit and non -voted property taxing authority PFM 9 Timing: Key Milestones 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SMTWT 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 AUGUST SM T W T F 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SEPTEMBER OCTOBER T W T F S 1 2 3 4 5 6 7 1 2 3 4 5 8 9 10 11 12 13 14 6 7 8 9 10 11 12 15 16 17 18 19 20 21 13 14 15 16 17 18 19 22 23 24 25 26 27 28 20 21 22 23 24 25 26 29 30 27 28 29 30 31 SMTWT F S Finance Committee Meeting — Consideration of Bond Ordinance (5:30 p.m.) Committee of the Whole — Consideration of Bond Ordinance (7:00 p.m.) City Council Meeting — Consideration of Bond Ordinance (7:00 p.m.) Bond Rating Agency Call Bond Sale Bond Closing — funds delivered 6/24 7/8 7/15 Week of 9/9 10/9 10/23 10 6) op Calculation of Debt Capacity • The table below summarizes the City's non -voted and total general obligation debt capacity, as limited by statute Non -Voted General Obligation Debt Capacity 2018 Assessed Value for 2019 Tax Year Non -Voted Debt Capacity (1.5% of AV) Less: Outstanding Non -Voted Debt Less: LTGO 2019 Bonds (Estimated) $6,685,919,176 100,288,788 (49,251,753) (25,000,000) Remaining Non -Voted Debt Capacity eneral Obligation Debt Capacity for General Municipal Purposes 2018 Assessed Value for 2019 Tax Year Total Debt Capacity (2.5% of AV) Less: Outstanding Voted Debt Less: Outstanding Non -Voted Debt Less: LTGO 2019 Bonds (Estimated) Less: UTGO 2019 Bonds (Estimated) Remaining Total Debt Capacity for General Municipal Purposes 26,037,035 $6,685,919,176 167,147,979 (30,635,000) (49,251,753) (25,000,000) (40,885,000) 21,376,226 12 Recent AAA MMD Yield Curve Movement AAA MMD Yield Curve Movement Current (06/17/2019) Last Year (06/18/2018) Past Year Low (06/07/2019) 3.50% 3.00% 2.50% 2.00% 1.50% 1.00% 0.50% 0.00% eb-C .rd.0 rd-C r§ 'Zfr• ‘§- e§ '§ r§ r§ 12± '§ eik* .4:21.1.1.ker AZ 40 _AZ 4.(Z) ..ke) ..ke, Az Az Az _k0 _Aso :_ke) ;.ke (1/' (b- <0' co' crY NQs. P\N' h.rt; t\n)' NI)" NV N:"' P\c3' n9r N' /9: (1,n5 ri?` et) ftc,3 ri3) rfb Maturity A Since A Since 06/18/2018 06/07/2019 1-Year -0.16% 0.00% 2-Year -0.34% 0.00% 3-Year -0.48% 0.00% 4-Year -0.56% 0.00% 5-Year -0.64% 0.01% 6-Year -0.72% 0.02% 7-Year -0.78% 0.04% 8-Year -0.83% 0.05% 9-Year -0.83% 0.05% 10-Year -0.82% 0.05% 11-Year -0.80% 0.05% 12-Year -0.77% 0.05% 13-Year -0.75% 0.04% 14-Year -0.74% 0.04% 15-Year -0.74% 0.05% 16-Year -0.75% 0.05% 17-Year -0.75% 0.05% 18-Year -0.75% 0.05% 19-Year -0.73% 0.05% 20-Year -0.71% 0.05% 21-Year -0.69% 0.05% 22-Year -0.67% 0.05% 23-Year -0.65% 0.05% 24-Year -0.64% 0.05% 25-Year -0.64% 0.05% 26-Year -0.64% 0.05% 27-Year -0.64% 0.05% 28-Year -0.64% 0.05% 29-Year -0.64% 0.05% 30-Year -0.64% 0.05% Source: Thomson Reuters PFM 1 3 AAA MMD Position Since Inception AAA MMD Rate Position 81, inception to June 17, 201 14.00% 12.00% 10.00% 8.00% 6.00% 4.00% 2.00% 0.00% �c 0 Current isAverage MMD Range at 40 40 r summary cif Jun 7, 2019 vs. Historical {since Inception) MMD Rates Statistic June 17, 2019 Historical Average Spread to Average Minimum Maximum % of Time Lower 1-Year 1.31% 1.32% 1.33% 1.34% 1.36% 1.46% 1.66% 3.00% 3,32% 3.55% 3.75% 3.94% 4.28% 4.68% -1.69% -2.00% -2.22% -2.41% -2.58% -2.82% -3.02% 0.11% 0.25% 0.36% 0.44% 0.62% 0.89% 1.29% 9.65% 9.85% 10.05% 10.30% 10.65% 11.05% 11.50% 27.62% 24.58% 22.24% 19.05% 15.08% 6.57% 1.76% 2-Year 3-Year Source: Thomson Reuters 4-Year 5-Year 7-Year 10-Year 15-Year 20-Year 25-Year 30-Year 1.96% 2.16% 2.30% 2.35% 5.17% 5.43% 5.55% 5,59% -3.21% -3.27% -3.25% -3.24% 1.57% 1.80% 1.88% 1.93% 12.40% 12.70% 12.80% 12.90% 1.24% 0.98% 0.93% 0.93% 14 Municipal Market Supply & Demand • New issuance volume was down 21.88% year -over -year and down 0.15% year-to-date through May. Overall Municipal Market Volume (Supply) $40 Bn $35 Bn $30 Bn $25 Bn $20 Bn $15 Bn $10 Bn $5 Bn $0 Bn 6 6 soc (<0 • 2018 • 2019 oci\ \>- 4e,cc''' c"." co Municipal Fund Flows (Demand) $15 Bn $10 Bn $5 Bn $ Bn ($5) Bn ($10) Bn ($15) Bn ($20) Bn Source: Bond Buyer, Investment Company Institute CO CO CO CO CO CO N- I,- N- 1"-- N- N- CO CO CO CO CO CO CD 0) CY) 1 1 1 -.,,— >, 3 0_ > > C 1.... >, • ,,,, C n.— >`• g a) 0 ri CO (--= (1)U- 0 Of C'S 01 =, W 0 ..C.2, CO co g - up z 2 ' cn z --, 2 cn z 2 1 5 PFM Financial Advisors PLC 20 Fifth Avenue LiSUite 1220 I Seattle,- WA 98101 Duncan Brown, --Senior Managing Consultant krawn�fm.com seven Amsno, Senior Analyst 001858-5 88 I arr arnos©pfm.com A $10,000 13 0 $9,000 $8,000 $7,000 $6,000 $5,000 $4,000 $3,000 $2,000 $1,000 $0 City of Tukwila General Obligation Bond Debt Service 01> "4A 4, " -15) • SCORE • SC Parkway Extension/HHD mi 42nd & 53rd Sidewalk C Urban Renewal LOC Refunding `k, PSP - PW Shops R Interurban Ave S/BAR Bridge PW Shops Debt: 1/2 paid by general fund, 1/2 paid by utility funds ix Arterial Street, KC Bridge MK) Capital Loan New - PSP PW Shops • City Hall Annex, Tukwila Village C Urban Renewal Ness - PSP Justice Center, Ore Stations