HomeMy WebLinkAboutFIN 2026-06-08 Item 1A - Ordinance - 2016 Unlimited Tax General Obligation (UTGO) Bond RefundingCity of Tukwila
Thomas McLeod, Mayor
Marty Wine, City Administrator
AGENDA BILL
ITEM NO.
1.A.
Agenda Item
Sponsor
2016 Unlimited Tax General Obligation (UTGO) Refunding
Aaron BeMiller, Finance Director
Legislative History June 8, 2026 Finance & Governance Committee
July 13, 2026 Committee of the Whole
August 10, 2026 Special Meeting
Recommended Motion ❑ Discussion Only ❑x Action Requested
MOVE TO adopt an ordinance providing for the issuance and sale of
one or more series of unlimited tax general obligation bonds.
EXECUTIVE SUMMARY
Bond refunding is a financial and debt management strategy governments use to lower interest costs
on current debt to reduce debt service costs and save money. Like refinancing a mortgage, the City
would issue new debt to pay off, or decrease, current debt. The new debt will include lower interest
rates which will reduce interest costs over the remaining life of the bond. As of May 28, 2026, the net
present value savings over 10 years is $1,483,239 or a 6.89% savings from the current bond. Bond
rates change daily and per policy, we will not continue to pursue a refunding if the overall percent
savings falls below 3%. Should rates shift unfavorably before pricing, we have the flexibility to pause
the transaction to protect the City's interests. Staff is requesting this item be forwarded to the July 13,
2026, Committee of the Whole Meeting for further consideration
DISCUSSION
On November 8, 2016, voters approved a $77.385 million bond measure to implement the City's Public
Safety Plan to include funding a Justice Center, rebuilding three (3) fire stations, and providing fire
apparatus and life -safety equipment replacement. In 2016, the City issued UTGO (Unlimited Tax
General Obligation) debt in the amount of $32,990,000 with a final maturity in 2036. Payment for this
voter approved UTGO debt comes from property owners via an excess levy approved by Council
annually. As a UTGO refunding, the savings over the life of the bond will lower the amount of the
excess levy property owners pay.
The City's debt policy allows for refunding debt when the following conditions are met a) net present
value (NPV), a metric used to compare the present value of future payments, of the overall savings is
over 3% and b) the final maturity date of the obligation is not extended. Our refunding strategy meets
both of those criteria.
The 2016 bonds were issued with a redemption date or "call date" 10-years after issuance. The call
date for the 2016 bonds is December 1, 2026. Since the City will be redeeming these bonds as a
current refunding (within 90 days of the call date) we can take advantage of issuing tax-exempt bonds.
The schedule of events has a bond closing date of September 10, 2026.
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The finance department has engaged our municipal advisor, Piper Sandler; Bond Counsel, Pacifica
Law Group; and underwriter, KeyBanc Capital Markets, to serve as the City's refunding team. The City,
along with the refunding team, began work on this process in May. Key upcoming dates:
July 13 — Committee of the Whole
Week of July 27 — Bond rating presentation with Standard & Poor's (S&P)
August 6 — Bond rating due from S&P
August 10 — Bond Ordinance approved by City Council
August 26 — Bond sale date
September 10 — Bond closing and delivery of bond proceeds
FINANCIAL IMPACT
Expenditures: $1.483 million NPV savings over life of bond, as of 5/28/26
Fund Source: Voter approved excess levy.
ATTACHMENTS
A. Presentation
B. Draft Bond Ordinance
C. Debt Policy — Resolution No. 2120
https://tukwilawa.sharepoint.com/sites/clerksintranet/Council Agenda Items/06-08-26 FIN/Bond Refunding/Agenda Bill_Bond Refunding_Final.docx
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PIPER SANDLER
City of Tukwila
Finance & Governance Committee
June 8, 2026 I Bond Issuance Process/Refunding Mechanics
Justui MonwaR
Managing Director
+1 206 628-2899
justin.monwai@psccom
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Debt Profile/Refunding Savings
Outstanding General Obligation Debt
(Excludes 2021 Refunding Bond Bank Loan)
slue'
Dated Date:
Original Par Amount:
Outstanding Par Amount:
Principal Due Dates:
Use of Proceeds:
Next Ca11 Date:
GO Summary SCORE UTGO 2019 LTGO 2019 LTGO 2018 LTGO 2017'
$130,881,702
$103,379,664
12/11/2019
$4,921,702
$3,784,664
December 1
Refunding
12/1/2029 e 100
10/23/2019
$37,770,000
$33,405,000
December 1
New Money
6/1/2029 s 100
10/23/2019
$22,830,000
$19,015,000
December 1
New Money
6/1/2029 @ 100
8/14/2018
$1.8,365,000
$15,220,000
December 1
New Money
6/1/2027 V 100
7/26/2017
$8,180,000
$5,470,000
December 1
New Money
6/1/2027 @ 100
UTGO 2016
12/22/2016
$32,990,000
$23,160,000
December 1
New Money
12/1/2026 @ 100
LTGO 2015
4/28/2015
$5,825,000
$3,325,000
December 1
New Money
6/1/2025 P 100
Year
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
Fixed Rate Par
5,757,864
6,158,950
6,580,036
6,967,086
7,380,100
7,793,114
8,232,092
8,673,660
9,135,710
9,608,242
9,726,738
7,960,234
7,765,838
1,640,000
Principal Coupon
217,864 5.000%
228,950 5.000%
240,036 5.000%
252,086 5.000%
265,100 5.000%
278,114 5.000%
292,092 4,000%
303,660 4.000%
315,710 .4.000%
242 4,000%
41,738 4,000%
55,234 3.000%
65,838 3.000%
Principal Coupon
1,265,000 5.000%
1,455,000 5.000%
1,650,000 3.000%
1,840,000; 3.000%
2,030,000
2,230,000
2,435,000 3.000%
2,660,000 3.000%
2,890,000 3.000'
130,000 3.000%
000
4,105 000 3.000%
4,335,000.
3.000%
Principal Coupon
1,075,000 5.000%
1,130,000 5.000%
1,185,000 3.000%
1,220,000 3.000%
1,255,000 3.000%
1,295,000 3.000%
1;335,000 3.00000
1,375,000 3.000%
1,415,000 3.000%
1,455,000 3,000%
1,500,000 3.000%
1,545,000 3,000%
1,590,000 3,000%
1,640,000 3.000%
Principal Coupon
885,000 5.000%
930,000 5.000%
975,000 5.000%
1,025,000 5.000%
80,000 4,000%
10,000 4.000%
165,000 4.000%
10,000 4.000%
60,000 4.000%
10,000 4.0001
,365,000 4.000%
420,000 4.000%
1,475,000 4,000°l
Principal Coupon
385,000 3.00%
395,000 3.00%
410,000
420,000 3.00%
435,000 3.0001n
445,000 3.00%
460,000 3.00%
475,000 3.00%
490,000
500,000 3,25%
520,000 3.25%
535,000 3,50%
Principal Coupon
1,640,000 5.00%
1,720,000 5,00%
1,810,000 5.00%
1,895,000 5,001"
1,990,000 5.00%""
2,090,000 5.00%.
2,200,000 4,50%
2,295,000 4.5056
2 395,000 4.50%
2,505,000 4.50%
2,620,000 4.50%
Principal Coupon
290,000 2.250%
300,000 3.000%
310,000
315,000 3.000%
3.000%
0 3.000%
345,000 3.000%.
355,000 3.000°t
370,000 3.000%
380,000 3.000of
Notes:
Represents 9.64% of
principal amount
Negative savings (-$40k)
Negative savings (-$73k)
= Noncallable
= Current refunding only (can be advance refunded on taxable basis)
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Piper Sandler € 2
00000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000001
Summary of Refunding Results
Unlimited Tx Ge
11,
er I Obligat n B nds, 2016
Principal Amount of Callable Bonds: $21,520,000
Maturities: December 1, 2027 — 2036
Average Coupon of 2016 Bonds: 4.62`)/0
Call Date and Price: December 1, 2026 @ par
Assumes tax-exempt current refunding based on interest rates as of May 28, 2026
Summary of Refunding Results(1) Public Sale
Average Annual Savings $175,500
All -In True Interest Cost (TIC) 3.32%
Nominal Savings $1,761,014
Net PV Savings $1,483,239
% Savings 6.89%
Present Value
P ri or Prior Prior Refunding to 09/10/2026
Date Debt Service Receipts Net Cash Flow Debt SeRqce Savings g. 3.1200971%
12/01/2026 507,962.50 279,379.3E 228,583.12 222,468.75 6,114.37 4,132.53
12/01/2027 2,735,925.00 - 2,735,925.00 2,558,750.00 177,175.00 170,785.35
12/01/2028 2,739,925.00 2,739,925.00 2„565,250.00 174,675.00 163,190.64
12/01/2029 2,734,425)00 2,734,425.00 2,557,500.00 176,925.00 160,197.14
12/01/2030 2,734,675.00 2,734,675.00 2561.000.00 173,675.00 152,405.44
12/01/2031 2,735,175.00 2,735,175.00 2,560,000.00 175,175.00 148,978.81
12/01/2032 2,740,675.00 2,740,675.00 2,564,500.00 176,175.00 145,2,03.89
12/01/2033 2,736,675.00 2,736„675.00 2,564,000.00 172,675.00 137,988.12
12/01/2034 2,733,400.00 2,733,400.00 2,558,500.00 174,900.00 135,519.70
12/01/2035 2,735,625.00 2,735,625.00 2,558,000.00 177,625.00 133,452.25
12/01/2036 2,737;900.00 2,737,900.00 2,562,000.00 175;900.00 128,145.56
27,872,362.50 279,379.38 27,592,983.12 25„831,968.75 1,761,014.37 1,479,999.45
Piper Sandler 3
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How Does a Refunding Work?
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December 1, 2026
Call Date
AnwAVNUMVP"
Issue
Refunding
Bonds
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Call Feature determines which bonds are callable. In the example, bonds 2027
through 2030 can be redeemed early.
Bonds can be either advance or current refunded depending on time to call date.
8
Piper Sandler 4
02
Bond Issuance Process
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What is a Municipal Bond?
A bond is a form of a borrowing, similar to but different than a loan
Bonds represent a debt obligation that is being paid back over time
• Bondholders typically receive semi-annual payments from the issuer of the bonds over the life of the bonds
• At the maturity date of the bond, bondholders are paid back the principal of the bond, along with any
interest they are owed
• Bonds are typically used for capital projects with a long useful life and can be refunded/refinanced
• Publicly sold bonds are purchased from the municipal issuer by an underwriting firm (investment bank) and
sold to investors such as money managers, institutional investors and retail
Investment to finance the project
MEM
Principal + Interest
Repayments
Investors
Municipal Bond
Flow of Funds
Tax collections
Piper Sandler 6
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Refunding Team
fill.,111
Special Counsel that prepares all legal
documents related to the bond issuance
Connects the issuer with the investors and can help
provide advice on structure, timing and terms.
Provides fiduciary oversight and helps guide the issuer
through the process to protect issuer's financial interest.
A bank trust department acts as an escrow agent
and holds refunding bond proceeds in an escrow
account to pay existing bond holders until the call
date.
Piper Sandler I 7
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Debt Issuance Flow
Financing
Team
• Hire / Call Bond
Counsel,
Municipal Advisor
and Underwriting
Firm
Develop
Plan of
Finance
• Determine
borrowing amount
and how it fits
with existing and
future debt
• Where to obtain
the funding
Prepare
Documents
• Bond Ordinance
• Official Statement
• Rating
Presentation
• Conduct due
diligence call
• Interest rates are
set
• Bond Purchase
Agreement signed
(underwritten)
44„
Closing
• Funds Available
12
Piper Sandler 8
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Overview of Credit Ratings
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A credit rating is an opinion about the relative risk and potential for
default associated with a particular security
A credit rating is expressed in alphanumeric symbols across a
spectrum from highest to lowest
What area they?
A credit rating is not a recommendation to buy, sell or hold a
particular security
Ratings are not required, although they are helpful
yorgrallorm000000000000000000000000000001111111111111111111111111111111111111111111111111100010000000000001111111111111111rar
111111 '
11111111111111:1,1,1,1,1:111111111111111111111111111111111111111111' 111111
There are three primary rating agencies
Moody's Investors Service
Standard & Poor's
Fitch Ratings
Credit
g .Sc4 I by Age cy
MOODY'S
INVESTORS SERVICE
S&P Global
at ngs Fitch Ratings
aa
Aal
Aa2
0 Aa3
AAA
AAA
AA+
AA
c Al A+ A+
a)
E A2 A A
a) A3 A- A-
>
c Baal BBB+ BBB+
_
Baa2 BBB BBB
Baa3 BBB- BBB-
Bal BB+ BB+
Ba2 BB BB
Ba3 BB- BB -
a)
-0 B1 B+ B+
0 B2 B B
A rating is an Evaluation of an issuer's "Willingness" and "Ability" to a) B3 B- B-
>
pay on their debt ii) Caal CCC+ CCC+
Primary categories of evaluation (general obligation): a Caa2 CCC CCC
a)
Governance & management (budgeting practices, policies) a_
Caa3 CCC- CCC-
Financial position (liquidity, reserves) Ca CC CC
C C C
Local economy (wealth levels, taxpayer concentration, tax D D D
revenue volatility)
Debt levels (net direct debt per capita)
Piper Sandler 9
1 3
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Why Are Credit Ratings Important?
lnterestfiate Saving
An issuer's borrowing cost is primarily made up of:
1) Market interest rates (influenced by global economy, Federal Reserve actions, etc.)
2) Issuer's "credit spread" (amount of "extra" yield issuers must pay to investors, based on their
creditworthiness)
Higher rating = lower credit spread resulting in lower all in borrowing cost
Lower rating = higher credit spread resulting in higher all in borrowing cost
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74
AAA Rating
TIC: 4.12%
Annual DS: $1.487M
Total DS: $29.7M
AA+ Rating
TIC: 4.14%
Annual DS: $1.489M
Total DS: $29.8M
A Rating
TIC: 4.36%
Annual DS: $1.518M
Total DS: $30.4M
14
Piper Sandler I 10
03
Schedule of Events
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Schedule
� l� �� � � Events
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Staff: City Staff
Council: City Council
PSC: Piper Sandler & Co. (Municipal Advisor)
BC: Pacifica Law Group LLP(Bond Counsel)
UW: KeyBanc Capital Markets (Underwriter)
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o m w 15 16 o m
n m 19 20 21 22 23
21 22 o 24 25 26 27
m 20 21 22 23 24 25
24 25 26 27 28 29 30
28 29 30
26 27 28 29 3031
m
Event Participants
Completed Circulate schedule and data requirements request
Completed Kickoff call
Completed Distribute first draft Bond Ordinance for review
May2G Send data requirements for POS
K4ay2B Materials due for F&GCommittee meeting
K4ay28 Comments due onfirst draft Bond Ordinance
June Distribute second draft Bond Ordinance for review
June F&G Committee (5:3Dpm)
June12 Comments due onsecond draft Bond Ordinance
June15 POSdata requirements due
June 18 Distribute final draft Bond Ordinance for review
June22 Distribute 1otdraft POSfor review
June28 Comments due onfinal draft Bond Ordinance
July Materials due for Committee ofthe Whole meeting
July Comments due nn1otdraft POS
Week ofJuly G Send information toS&P
Week ofJuly 8 Rating presentation distributed for review
July 13 Cornnnit1mm nfthe Whole (T pm)
July 13 Distribute 2nd draft POS
July 24 Comments due on 2nd draft P0S
Week ofJuly 27 Practice rating presentation/conference call with S&P
July 31 Bond Ordinance available for Council packets
PSC
Staff, PSC, BC
BC
BC
Staff, PSC
All
BC
Staff, Council, PSC
All
Staff
BC
BC
All
Staff, PSC, BC
All
PSC
Staff, PSC
Council, Staff, PSC, BC
BC
All
Staff, PSC
BC
Piper Sandler 1 12
16
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Schedule of Events
Staff: City Staff
Council: City Council
PSC: Piper Sandler & Co. (Municipal Advisor)
BC: Pacifica Law Group LLP (Bond Counsel)
UW: KeyBanc Capital Markets (Underwriter)
Date
Aug. 3
Week of Aug. 3
Aug. 6
Aug. 10
Aug. 12
Aug. 18
Aug. 24
Aug. 26
Sept. 10
July 2026
SMTVVTFS
August 2026
SMTVVTFS
September 2026
SMTVVTFS
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4
1
1
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28
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24
25
26
27
28
29
27
28
29
30
30
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Event Participants
Distribute 3rd draft POS for review
Due diligence call
Rating(s) due
Bond Ordinance approved by Council (delegated authority)
Comments due on 3rd draft POS
Post POS
Review market conditions
Bond Pricing
Bond Closing and delivery of bond proceeds
BC
All
Council, Staff, PSC, BC
All
UW, BC
Staff, PSC, UW
All
All
Piper Sandler I 13
17
CITY OF TUKWILA, WASHINGTON
UNLIMITED TAX GENERAL OBLIGATION :REFUNDING BONDS, 2026
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF TUKWILA, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF' ONE OR
MORE SERIES OF UNLIMITED TAX GENERAL
OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $[ ] TO REFUND
CERTAIN UNLIMITED TAX GENERAL OBLIGATION
BONDS OF THE CITY, AND TO PAY COSTS OF ISSUANCE
OF THE BONDS; PROVIDING FOR THE DISPOSITION OF
THE PROCEEDS OF SALE OF THE BONDS; DELEGATING
THE AUTHORITY TO APPROVE THE METHOD OF SALE
FOR AND FINAL TERMS OF' THE BONDS; AND APPROVING
RELATED MATTERS AS PROVIDED HEREIN.
Passed: [August 10], 2026
Prepared By
PACIFICA LAW GROUP LLP
Seattle, Washington
18
CITY OF TUKWILA, WASHINGTON
ORDINANCE NO.
TABLE OF CONTENTS*
Page
Section 1. Definitions and Interpretation of Terms 2
Section 2. Findings; Purpose and Authorization of Bonds 7
Section 3. Bond Details; Registration, Exchange and Payments 8
Section 4. Redemption and Purchase of Bonds 14
Section 5. Form of the Bonds 18
Section 6. Execution of the Bonds 18
Section 7. Refunding Plan; Application of Bond Proceeds 19
Section 8. Tax Covenants 21
Section 9. Debt Service Fund and Provision for Tax Levy Payments 23
Section 10. Defeasance 24
Section 11. Sale of the Bonds 24
Section 12. Undertaking to Provide Ongoing Disclosure; Covenants 27
Section 13. Lost or Destroyed Bonds 28
Section 14. S everability 28
Section 15. Corrections 28
Section 16. Effective Date 29
Exhibit A: Faun of Bond
* .
This Table of Contents is provided for reference only and does not constitute a part of the
Ordinance for which it is provided.
19
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF TUKWILA, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF ONE OR
MORE SERIES OF UNLIMITED TAX GENERAL
OBLIGATION BONDS IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $[ ] TO REFUND
CERTAIN UNLIMITED TAX GENERAL OBLIGATION
BONDS OF THE CITY, AND TO PAY COSTS OF ISSUANCE
OF THE BONDS; PROVIDING FOR THE DISPOSITION OF
THE PROCEEDS OF SALE OF THE BONDS; DELEGATING
THE AUTHORITY TO APPROVE THE METHOD OF SALE
FOR AND FINAL TERMS OF THE BONDS; AND APPROVING
RELATED MATTERS AS PROVIDED HEREIN.
WHEREAS, the City of Tukwila, Washington (the "City") has outstanding its Unlimited
Tax General Obligation Bonds, 2016 (the "2016 Bonds"), issued pursuant to Ordinance No. 2514,
passed by the City Council on November 21, 2016 (the "2016 Bond Ordinance"); and
WHEREAS, pursuant to the 2016 Bond Ordinance, the City may call the 2016 Bonds
maturing on or after December 1, 2027 (the "Refunding Candidates") for redemption on or after
December 1, 2026, in whole or in part on any date, at a price of par plus accrued interest, if any,
to the date of redemption; and
WHEREAS, after due consideration, it appears to the City Council that the City may
defease and refund all or a portion of the Refunding Candidates with the proceeds of unlimited tax
general obligation bonds, at a savings to the City and its taxpayers; and
WHEREAS, the City Council deems it in the City's best interest to issue one or more series
of unlimited tax general obligation refunding bonds (the "Bonds") to defease and/or refund all or
a portion of the Refunding Candidates, and to pay costs of issuing the Refunding Bonds; and
WHEREAS, the City Council wishes to delegate authority to the Finance Director of the
City (the "Designated Representative"), for a limited time, to select the Refunding Candidates to
20
refund (the "Refunded Bonds") and the method of bond sale, and to approve the interest rates,
maturity dates, tax status, redemption terms and principal maturities for the Bonds within the
parameters set by this ordinance, as provided herein;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, DOES ORDAIN AS FOLLOWS:
Section 1. Definitions and Interpretation of Terms. As used in this ordinance, the
following words 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.
Acquired Obligations means the Government
ons acquired by the City under the
terms of this ordinance and the Escrow Agreement to effect the defeasance and refunding of the
Refunded Bonds, but only to the extent that
e acquired at Fair Market Value.
Beneficial Owner means any person that has or shares the power, directly or indirectly, to
make investment decisions concerning ownership of any Underwritten Bonds (including persons
holding Underw
:en 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 one or more contracts, if any, for the purchase of
Underwritten Bonds sold by negotiated sale to the initial purchaser, executed pursuant to
Section 11 of this ordinance.
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21
Bond Register means the registration books showing the name, address, and tax
identification number of each Registered Owner of a series of Bonds, maintained pursuant to
Section 149(a) of the Code.
Bond Registrar means (a) for any Underwritten Bonds, initially, the State fiscal agent, and
(b) for any Direct Purchase Bonds, the State fiscal agent or the City's Finance Director.
Bonds means the unlimited tax general obligation refunding bonds authorized to be issued
from time to time, in one or more series, pursuant to this ordinance.
Call Date means December 1, 2026, or date thereafter selected by the Designated
Representative as the redemption date for the Refunded Bonds.
Certificate of Award means one or more ce
any, for the purchase of any series
of Underwritten Bonds sold by competitive sale, as set forth in Section 11 of this ordinance.
City means the City of Tukwila, Washington, a;municipal corporation duly organized and
existing under and by virtue of the laws of the State of Washington
City Council means the legislative authority of the City as the same shall be duly and
regularly constituted
Closing means the date of issuance and delivery of a series of Bonds to the applicable
Underwriter or Direct Purchase
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.
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22
Continuing Disclosure Certificate means one or more written undertakings for the benefit
of the owners and Beneficial Owners of any series of Underwritten Bonds as required by Section
(b)(5) of the Rule.
Debt Service Fund means the fund or account established by the City for the purpose of
paying debt service on the unlimited tax general obligation bonds.
Designated Representative means the Finance Director and any successor to the functions
of such office, and their designees.
Direct Purchase Bonds means any Bonds o
Section 11 of this ordinance.
Direct Purchaser means any bank or other financial `institution, or entity selected to
purchase one or more Direct Purchase Bonds, o,
Bond sold to a Direct Purchaser pursuant to
o accept delivery of one or more Direct Purchase
Bonds to evidence the City's obligations under a Loan, Agreement, pursuant to Section 11 of this
ordinance.
DTC means The Depository, Trust Company of New York, New York, a limited purpose
trust company organized unde
Underwritten Bonds pursuant
,he laws of the State of New York, as depository for any
Escrow Agent means the trust company or state or national bank having powers of a trust
company selected by the City to serve as escrow agent pursuant to Section 7 of this ordinance.
Escrow Agreement means one or more escrow deposit agreements between the City and
the Escrow Agent, executed in connection with the redemption of the Refunded Bonds.
Escrow Fund means the fund or account established by the Escrow Agent, executed in
connection with the redemption of the Refunded Bonds.
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23
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 U.S. 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 "invest
1 include a hedge.
Federal Tax Certificate means one or more certificates executed by the Designated
Representative setting forth the requirements of the Code for maintaining the tax status of the Tax -
Exempt Bonds, and attachments thereto
Finance Director means the Finance Directory o
functions of such office.
Government Obligations means those obligations now or hereafter defined as such in
chapter 39.53 RCW, as such chap
he City, and any successor to the
may be hereafter amended or restated.
of Representations means the Blanket Issuer Letter of Representations from the City
to DTC, as amended from
Loan Agreement means one or more loan or purchase agreements, if any, between the City
and a Direct Purchaser under which the Direct Purchaser will make a loan to the City, evidenced
by a Direct Purchase Bond, or under which the Direct Purchaser will purchase the Direct Purchase
Bond.
Record Date means the Bond Registrar's close of business on the 15th day of the month
preceding an interest or principal payment date, or for a maturity date. With respect to redemption
of a Bond prior to its maturity, the Record Date shall mean the Bond Registrar's close of business
-5-
24
on the date on which the Bond Registrar sends the notice of redemption in accordance with this
ordinance.
Refunded Bonds means the Refunding Candidates that the Designated Representative
selects for refunding pursuant to this ordinance.
Refunding Account means the account by that name established pursuant to Section 7 of
this ordinance.
Refunding Candidates means the 2016 Bonds maturing on or after December 1, 2027.
Registered Owner means the person named as the registered owner of a Bond in the Bond
Register. For so long as the Bonds of a series are held in book entry only form, DTC or its nominee
shall be deemed to be the sole Registered Owner.
Rule means U.S. Securities and Exchange Commission Rule 15c2-12 under the Securities
Exchange Act of 1934, as the same may be amended from time
Sale Documen
Agreement, if any, executed by the Designated Representative in connection with the sale of the
Bonds, which shall provide for the name, principal and interest payment dates and amounts,
me.
he Bond Purchase Contract, Certificate of Award, or Loan
redemption/prepayment rights, desc
on of the Refunded Bonds, and other terms to describe
such Bonds as the Designated Representative determines necessary.
State means the State of Washington.
Taxable Bonds means any Bonds of a series determined to be issued on a taxable basis
pursuant to Section 11 of this ordinance.
Tax -Exempt Bonds means any Bonds of a series determined to be issued on a tax-exempt
basis under the Code pursuant to Section 11 of this ordinance.
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25
2016 Bond Ordinance means Ordinance No. 2514 passed by the City Council on
November 21, 2016, authorizing issuance of the 2016 Bonds.
2016 Bonds means the City's Unlimited Tax General Obligation Bonds, 2016, as described
in the recitals of this ordinance.
Underwriter means any underwriter, in the case of a negotiated sale, or initial purchaser,
in the case of a competitive sale, for any Underwritten Bonds selected pursuant to Section 11 of
this ordinance.
Underwritten Bonds means one or more series of Bonds sold pursuant to a negotiated or a
competitive sale by the City to an Underwriter pursuant to Section 11 of this ordinance.
Section 2. Findings; Purpose and Authorization of Bonds.
(a) Purpose and Authorization o/ Bonds. For the purpose of defeasing and/or refunding
all or a portion of the Refunding Candidates, if the Designated Representative determines that such
refunding is in the bes
authorized to issue and sel
he City, and paying related costs of issuance, the City is hereby
e series of unlimited tax general obligation refunding bonds
in an aggregate principal amount not to exceed $[ ] (the "Bonds"). The Bonds of each
series shall be general obligati
he City, shall be designated "City of Tukwila, Washington,
Unlimited Tax General Obligation Refunding Bonds, 2026," with any other such designation as
set forth in the applicable Sale Document. The Bonds shall be dated as of the date of Closing. The
Bonds of each series shall be fully registered as to both principal and interest and shall be sold as
either Direct Purchase Bonds or Underwritten Bonds.
The Bonds of each series may be issued simultaneously or from time to time under the
terms of this ordinance as determined by the Designated Representative. The Bonds authorized
herein may be combined with other unlimited tax general obligation bonds of the City and sold as
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one or more series and issue if determined to be in the best interest of the City.
Section 3. Bond Details; Registration, Exchange and Payments.
(a) Underwritten Bonds.
(1) Bond Details. Any Bonds of a series may be sold as Underwritten Bonds.
Underwritten Bonds shall be issued in denominations of $5,000, or any integral multiple thereof,
within a series and maturity; shall be numbered separately in such manner and with any additional
designations as the Bond Registrar deems necessary fo3
poses of identification; shall bear
interest payable on the dates set forth in the applicable Sale Document; and shall be subject to
optional and/or mandatory redemption and mature on the dates and in the principal amounts as set
forth in the applicable Sale Document,
(2) Bond Registrar/Bond. Register. The City hereby specifies and adopts the
system of registration approved by the Washington
e Finance Committee from time to time
through the appointment of the State fiscal agent. The City shall cause a Bond Register to be
maintained by the Bond Registrar: So long as any Underwritten Bonds of a series remain
outstanding, the Bond Registra
shall make al
necessary provisions to permit the exchange or
registration or transfer of Underwritten Bonds at its designated office. The Bond Registrar may
be removed at any time at the option of fhe 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 Underwritten
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
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the Bond Registrar
Bond Registrar shall be responsible for its representations contained in the certificate of
authentication of the Bonds.
(3)
Registered Ownership. The City and the Bond Registrar, each in its
discretion, may deem and treat the Registered Owner of each Underwritten Bond of a series as the
absolute owner thereof for all purposes (except as provided in this ordinance or 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 Underwritten Bond shall be made only as described in
Section 3(a)(8) hereof, but such Underwritten Bond may be transferred as herein provided. All
such payments made as described in Section 3(a)(8) shall be valid and shall satisfy and discharge
the liability of the City upon such Underwritten Bond to the extent of the amount or amounts so
paid.
(4) DTC Acceptance/Le
ers of Representations. ,The Underwritten Bonds of a
series initially shall be held in fully immobilized form by DTC acting as depository. The City has
executed and delivered to DTC a Blanket Issuer Letter of Representations. Neither the City nor
responsibility or obligation to DTC participants or the persons
11 have any 1
for whom they act as no
any successor depository) with respect to the Underwritten
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 Underwritten 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 Underwritten Bonds are held by DTC or its successor
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depository or its nominee, DTC, 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 Beneficial
Owners of such Underwritten Bonds.
(5) Use of Depository.
(A) The Underwritten Bonds of a series shall be registered initially in
the name of "Cede & Co.", as nominee of DTC, with one Bond of a series maturing on each of the
maturity dates for the Underwritten Bonds in a denomination corresponding to the total principal
therein designated to mature on such date. Regis
ed ownership of such immobilized Bonds, or
any portions thereof, may not thereafter be transferred except (i) 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
,(
) to any substitute depository appointed by the Finance
Director pursuant to subsection (B) below or such substitute depository's successor; or (iii) to any
person as provided in subsection (D) below.
B) Upon the resignation of DTC or its successor (or any substitute
depository or its success°
nctions 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 thereafter 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.
(C) In the case of any transfer pursuant to clause (i) or (ii) of
subsection (A) above, the Bond Registrar shall, upon receipt of all outstanding Underwritten
Bonds, together with a written request on behalf of the Finance Director, issue a single new
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Underwritten Bond for each maturity 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.
(D) In the event that (i) DTC or its successor (or substitute depository or
its successor) resigns from its functions as depository, and no substitute depository can be
obtained, or (ii) the Finance Director determines that it is
Owners of the Underwritten Bonds that such owners be abl
he best interest of the Beneficial
obtain such Bonds in the form of
Bond certificates, the ownership of such Underwritten Bonds may then be transferred to any person
or entity as herein provided, and such Bonds shall no longer be held in fully -immobilized form.
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 Underwritten Bonds together with a written
request on behalf of the Finance Director to the Bond Registrar, new Bonds of each series shall be
issued in the appropriat
requested in such
denominations and registered in the names of such persons as are
Transfer of Ownership or Exchange; Change in
Denominations. The transfer of any Underwritten Bond may be registered and Underwritten
Bonds may be exchanged, but no transfer of any such Underwritten Bond shall be valid unless it
is surrendered to the Bond Registrar with the assignment form appearing on such Underwritten
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 Underwritten Bond and shall authenticate and deliver, without charge to
the Registered Owner or transferee therefor, a new Underwritten Bond (or Underwritten Bonds at
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the option of the new Registered Owner) of the same series, 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 Underwritten Bond, in exchange for such surrendered and canceled Underwritten
Bond. Any Underwritten Bond may be surrendered to the Bond Registrar and exchanged, without
charge, for an equal aggregate principal amount of Underwritten Bonds of the same series, date,
maturity, and interest rate, in any authorized denomination. The Bond Registrar shall not be
obligated to register the transfer or to exchange any Underwritten Bond following the Record Date
preceding any principal payment or redemption date.
(7) Bond Registrar's Ownership of Bonds. The Bond Registrar may become
the Registered Owner of any Underwritten Bond with the same rights it would have if it were not
the Bond Registrar, and to the extent pe
of its officers or directors to act as membe
committee formed to protect the right of the Regi
Unde
may act as depository for and permit any
n any other capacity with respect to, any
ered Owners of Bonds.
Place and Medium of Payment. Both principal of and interest on the
n lawful money of the United States of America. Interest
on the Underwritten Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day
months. For so long as all Underwritten Bonds are held by a depository, payments of principal
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 Underwritten Bonds are no
longer in fully immobilized form, interest on the Underwritten 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
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than $1,000,000 of Underwritten 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 Underwritten Bonds shall
be payable upon presentation and surrender of such Underwritten Bonds by the Registered Owners
at the principal office of the Bond Registrar.
(b) Direct Purchase Bonds.
(1) Bond Details. Any Bonds may be sold as Direct Purchase Bonds. Direct
Purchase Bonds shall be dated as of the date of delivery to the Direct Purchaser, shall be fully
registered as to both principal and interest, shall be in one denomination, and shall mature on the
date set forth in the applicable Sale Document. Direct Purchase Bonds shall bear interest from
the dated date or the most recent date to which interest has been paid at the interest rate set forth
in the applicable Sale Document. Interest on the principal amount of Direct Purchase Bonds shall
be calculated per annum on a 30/360 basis, or as otherwise provided in the Bond and in the
applicable Sale Document. Principal of and inte
at the
Bond.
es and in the amounts set
on Direct Purchase Bonds shall be payable
orth in the payment schedule attached to the Direct Purchase
(2) Registrar/Bond Registrar. The Finance Director or the State fiscal agent
shall act as Bond Regis
y Direct Purchase Bonds. The Bond Registrar is authorized, on
behalf of the City, to authenticate and deliver the Direct Purchase Bonds if transferred or
exchanged in accordance with the provisions of the Direct Purchase Bonds and this ordinance, and
to carry out all of the Bond Registrar's powers and duties under this ordinance with respect to
Direct Purchase Bonds.
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(3)
Registered Ownership. The City and the Bond Registrar may deem and
treat the Registered Owner of any Direct Purchase Bond as the absolute owner for all purposes,
and neither the City nor the Bond Registrar shall be affected by any notice to the contrary.
(4) Transfer or Exchange of Registered Ownership. Direct Purchase Bonds
shall not be transferrable without the consent of the City unless (i) the Direct Purchaser's
corporate name is changed and the transfer is necessary to reflect such change, or (ii) the
transferee is a successor in interest of the Direct Purchaser by means of a corporate merger, an
exchange of stock, or a sale of assets. Notwithstanding the foregoing, Direct Purchase Bonds
may be transferred upon satisfaction of the requirements, if any, set fo
Document and the Direct Purchase Bonds.
(5)
n the applicable Sale
Place and Medium of Payment. Both principal of and interest on Direct
Purchase Bonds shall be payable in lawful money of the United States of America. Principal and
interest on Direct Purchase Bonds shall be payable by check, warrant, ACH transfer or by other
means mutually acceptable to the Direct Purchaser and the City as set forth in the Sale Document.
Section 4.
and Purchase of Bonds.
Mandatory Redemption of Term Bonds and Optional Redemption, if any. The
Bonds of each series shall be subject to optional redemption on the dates, at the prices and under
the terms set forth m the applicable Sale Document and as approved by the Designated
Representative pursuant to Section 11 of this ordinance. The Bonds of each series shall be subject
to mandatory redemption to the extent, if any, set forth in the applicable Sale Document approved
by the Designated Representative pursuant to Section 11 of this ordinance.
(b) Purchase of Bonds. The City reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Finance Director.
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(c) Selection of Bonds for Redemption. If the Underwritten Bonds are held in
book -entry only form, the selection of particular Underwritten Bonds within a series and maturity
to be redeemed shall be made in accordance with the operational arrangements then in effect at
DTC. If the Underwritten Bonds are no longer held by a depository, the selection of such
Underwritten 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). Except as otherwise
provided in the applicable Sale Document, if the City redee'
any one time fewer than all of
the Bonds having the same maturity date, the particular Underwritten Bonds or portions of
Underwritten Bonds of such maturity to be redeemed shall be selected by lot (or in such manner
determined by the Bond Registrar) in increments of $5000. In the case of an Underwritten Bond
of a denomination greater than $5,000 the City and the Bond Registrar shall treat each
Underwritten Bond as representing such'numbe
separate Underwritten Bonds each of the
denomination of $5,000 as is obtained by dividing the actual principal amount of such
Underwritten Bond by
Underwri
en Bond is redeemed,
office of the Bond Registra]
In the event that only a portion of the principal sum of a
upon surrender of such Underwritten Bond at the designated
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, an Underwr
en Bond
Bonds of like series maturity and interest rate in any of the
denominations herein authorized.
(d) Notice of Redemption.
(1) Official Notice. Notice of any prepayment of Direct Purchase Bonds shall
be provided by the City to the Direct Purchaser as provided in the applicable Sale Document.
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For so long as the Underwritten Bonds of a series are held by a depository, notice of
redemption (which notice may be conditional) shall be given in accordance with the operational
arrangements of DTC as then in effect, and neither the City nor the Bond Registrar will provide
any notice of redemption to any Beneficial Owners. Thereafter (if the Underwritten Bonds are no
longer held in uncertificated form), notice of redemption shall be given in the manner hereinafter
provided. Unless waived by any owner of Underwritten Bonds to be redeemed, official notice of
any such redemption 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 Underwritten Bond or Bonds to be
redeemed at the address shown on the Bond Registe
writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state: (A) the redemption date,
such other address as is furnished in
(B) the redemption price,
er than all outstanding Underwritten Bonds are to be redeemed,
the identification by series and maturity (and, in the case of partial redemption, the respective
principal amounts) of
be redeemed, (D) any conditions to redemption, (E) that (unless
such notice is conditional) on the redemption date the redemption price will become due and
payable upon each such Underwritten 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
Underwritten 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 any condition to such redemption has not been
satisfied or waived or notice of such redemption has been rescinded, the City shall deposit with
the Bond Registrar an amount of money sufficient to pay the redemption price of all the
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Underwritten Bonds or portions of Underwritten 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
Underwritten 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 Underwritten Bonds for which the notice of optional redemption has
been rescinded shall remain outstanding.
(2) Effect of Notice; Bonds Due. If an unconditional notice of redemption has
been given as aforesaid, or if the conditions to redemption have been satisfied or waived, and the
notice of such redemption has not been rescinded, the Underwritten Bonds or portions of
Underwritten Bonds so to be redeemed shall, on the
the redemption price therein specified, and
on date, become due and payable at
om and after such date, unless the City defaults in the
payment of the redemption price, such Underwritten Bonds or portions of Underwritten Bonds
shall cease to bear
Upon surrender of such Underwritten Bonds for redemption in
accordance with said notice, such Underwritten Bonds shall be paid by the Bond Registrar at the
redemption price. !.
as herein
est due on or prior to the redemption date shall be payable
ovided for payment of interest. All Underwritten 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 Underwritten Bonds being redeemed; (B) the date of issue of the
36
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Underwritten Bonds as originally issued; (C) the rate of interest borne by each Underwritten Bond
being redeemed; (D) the maturity date of each Underwritten Bond being redeemed; and (E) any
other descriptive information needed to identify accurately the Underwritten 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 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 Underwritten 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 regu
notices of redemption of municipal secur
Section 5.
ons and recommendations regarding
Form of the Bonds. The Bonds of each series shall be in substantially the
form set forth in Exhibit A, which is incorporated herein by this reference.
behalf of the City with the
of the Bonds. The Bonds of each series shall be executed on
acsimile signature of the Mayor and attested by the manual
or facsimile signature of the City Clerk and the seal of the City shall be impressed, imprinted or
otherwise reproduced thereon.
case either or both of the officers who have signed or attested
any of the Bonds cease to be such officer before such Bonds have been actually issued and
delivered, such Bonds shall be valid nevertheless and may be issued by the City with the same
effect as though the persons who had signed or attested such Bonds had not ceased to be such
officers, and any Bond may be signed or attested on behalf of the City by officers who at the date
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37
of actual execution of such Bond are the proper officers, although at the nominal date of execution
of such Bond such officer was not an officer of the City.
Only Bonds that bear a Certificate of Authentication in the form set forth in Exhibit A,
manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled
to the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence
that the Bonds so authenticated have been duly executed, authenticated and delivered and are
entitled to the benefits of this ordinance.
Section 7. Refunding Plan. If market conditions allow' for debt service savings, the
City proposes to refund and defease the Refunded Bonds, as set forth in this refunding plan. If the
Designated Representative determines that it is in the best interest of the City to proceed with the
refunding authorized herein, the Designated Representative shall designate all or a portion of the
Refunding Candidates as Refunded Bonds and such designation shall be set forth in the Sale
Document and the Escrow Agreement, if any. The DesignatedRepresentative is hereby authorized
to select the Refunded Bonds from the Refunding Candidates, to establish the Call Date for the
Refunded Bonds,
o be provided notice of redemption of the
Refunded Bonds in accordance with the applicable provisions of the 2016 Bond Ordinance
authorizing the issuance of the Refunded Bonds, and to take any action as determined to be
necessary and in the best interest
he City to refund the Refunded Bonds.
Net proceeds of the Bonds shall either be remitted to the City or deposited with the Escrow
Agent pursuant to an Escrow Agreement, and shall be used immediately upon receipt thereof to
defease and refund the Refunded Bonds as authorized by the 2016 Bond Ordinance and to pay
costs of issuance of the Bonds as set forth in the closing memorandum prepared in connection with
the issuance of the Bonds.
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Any Bond proceeds and any other available funds of the City, if any, deposited with the
Escrow Agent shall be used to defease and refund the Refunded Bonds and discharge the
obligations thereon by either being held uninvested as cash or by the purchase of Acquired
Obligations bearing such interest and maturing as to principal and interest in such amounts and at
such times which, together with any necessary beginning cash balance, will provide for the
payment of interest on such Refunded Bonds on the Call Date and the redemption price of such
Refunded Bonds on the Call Date. Such Acquired Obligations, if any, shall be purchased at a yield
not greater than the yield permitted by the Code and regulations relating to acquired obligations in
connection with refunding the bond issues.
(b) Escrow Agent /EscrowAgreement. The City hereby appoints J.S. Bank Trust
Company, National Association, Seattle, Washington, as the Escrow Agent for the Refunded
Bonds (the "Escrow Agent"). To carry out the purposes of this Section 7, the Designated
Representative is authorized and directed to execute and deliver to the Escrow Agent an Escrow
Agreement. A beginning cash balance, if any, and the Acquired Obligations shall be deposited
irrevocably with'the Escrow Agent in an amount sufficient to defease the Refunded Bonds. The
proceeds of the Bonds re
acquisition of the Acquired Obligations and provision for
the necessary beginning cash balance shall be utilized to pay expenses of the acquisition and
safekeeping of the Acquired Obligations and costs of issuance of the Bonds.
(c) Call for Redemption of Refunded Bonds. The City hereby sets aside sufficient funds
out of the purchase of Acquired Obligations from proceeds of the Bonds to make the payments
described above. The City further calls the Refunded Bonds for redemption on their Call Date in
accordance with the provisions of the ordinances authorizing the redemption and retirement of the
Refunded Bonds prior to their fixed maturities. Said defeasance and call for redemption of the
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Refunded Bonds shall be irrevocable after the issuance of the Bonds and delivery of the Acquired
Obligations to the Escrow Agent.
If the Designated Representative determines to proceed with the refunding of all or a
portion of the Refunding Candidates, the City hereby agrees to set aside available funds of the City
and sufficient funds out of proceeds of the Bonds, including from the purchase of the Acquired
Obligations, if any, to make payments described above. The City authorizes the Designated
Representative to call the Refunded Bonds for redemption in accordance with the provisions of
the 2016 Bond Ordinance. Such defeasance and call for redemption of the Refunded Bonds shall
be irrevocable after the issuance of the Bonds. The Escrow Agent is hereby authorized to carry
out the terms of the Escrow Agent on behalf of the City, including the giving of notice of
defeasance and redemption of the Refunded Bonds in accordance with the applicable provisions
of the 2016 Bond Ordinance.
Section 8. Tax Covenants. The C
ake all actions necessary to assure the
exclusion of interest on the Tax -Exempt Bonds from the gross income of the owners of the Tax -
Exempt Bonds to the same extent as such interest is permitted to be excluded from gross income
under the Code as in effect on the date of issuance of the Tax -Exempt Bonds, including but not
limited to the following, except as otherwise set forth in the Federal Tax Certificate:
(a) Private Activity Bond Limitation. The City will assure that the proceeds of the Tax -
Exempt Bonds are not so used as to cause the Tax -Exempt Bonds to satisfy the private business
tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.
(b) Limitations on Disposition of Project. The City will not sell or otherwise transfer
or dispose of (i) any personal property components of the projects refinanced with proceeds of the
Tax -Exempt Bonds (the "Tax -Exempt Projects") other than in the ordinary course of an established
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40
government program under U.S. Treasury Regulation § 1.141-2(d)(4) or (ii) any real property
components of the Tax -Exempt Projects, unless it has received an opinion of Bond Counsel to the
effect that such disposition will not adversely affect the treatment of interest on the Tax -Exempt
Bonds as excludable from gross income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The City will not take any action or permit or
suffer any action to be taken if the result of such action would be to cause the Tax -Exempt Bonds
to be "federally guaranteed" within the meaning of Secti
49(b) of the Code.
(d) Rebate Requirement. The City will take any and all actions necessary to assure
compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,
if any, to the federal government, to the extent that such section is applicable to the Tax -Exempt
Bonds.
(e) No Arbitrage. The City will not take, or permit or suffer to be taken any action
with respect to the proceeds of the Tax -Exempt Bonds which, if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally taken, on the date of
issuance of the Tax -Exempt Bonds would have caused the Tax -Exempt Bonds to be "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 the Tax -Exempt Bonds that complies with the provisions of Section 149 of the Code
until the Bonds have been surrendered and canceled.
(g)
Record Retention. The City will retain its records of all accounting and monitoring
it carries out with respect to the Tax -Exempt Bonds for at least three years after the Tax -Exempt
Bonds mature or are redeemed (whichever is earlier); however, if the Tax -Exempt Bonds are
redeemed and refunded, the City will retain its records of accounting and monitoring at least three
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41
years after the earlier of the maturity or redemption of the obligations that refunded the Tax -
Exempt Bonds.
(h) Compliance with Federal Tax Certificate. The City will comply with the provisions
of the Federal Tax Certificate with respect to the Tax -Exempt Bonds, which provisions are
incorporated herein as if fully set forth herein. In the event of any conflict between this section
and the Federal Tax Certificate, the provisions of the Federal Tax Certificate will prevail.
The covenants of this section will survive payment
Bonds.
or defeasance of the Tax -Exempt
Section 9. Debt Service Fund and Provision for Tax Levy Payments. The City has
created a fund to be used for the payment of debt service on the Bonds, designated as 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. Any interest or profit
from the investment of such money shall be deposited in the Debt Service Fund, but only to the
extent that the same are acquired, valued and disposed of at Fair Market Value.
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.
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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 10. Defeasance. In the event that money and/or noncallable Government
Obligations, maturing at such time or times and bearing interest to be earned thereon in amounts
(together with such money, if necessary) sufficient to redeem and retire part or all of the Bonds in
accordance with their terms, are set aside in a special account of the City to effect such redemption
and retirement, and such money and the principal of and interest on such 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 the Bonds so
provided for, and such Bonds shall cease to be entitled
ordinance except the right to receive the money so set
any lien, benefit or security of this
aside and pledged, and such Bonds shall be
deemed not to be outstanding hereunder. The City shall give or cause to be given written notice
of defeasance in accordance with the Continuing Disclosure Certificate.
Section 1'1 Sale of the Bonds.
Bond Sale.
has determined that it is in the best interest of the City to
delegate to the Designated Representative: for a limited time the authority to authorize the Bonds
to be issued in one o:
o designate each series of Bonds, Tax -Exempt Bonds or Taxable
Bonds, to determine the method of sale for each series of Bonds, to approve the selection of the
Refunded Bonds, and to approve the final interest rates, maturity dates, redemption terms and
principal maturities for each series of Bonds issued hereunder. The Designated Representative is
hereby authorized to approve the issuance of each series of Bonds issued from time to time under
this ordinance and to approve whether each series of Bonds shall be sold in a private placement to
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a Direct Purchaser or to an Underwriter through a competitive public sale or a negotiated sale, for
current or forward delivery, as set forth below.
(b) Direct Purchase. If the Designated Representative determines that each series of
Bonds are to be sold by private placement, the Designated Representative shall solicit proposals
to purchase the Direct Purchase Bonds and shall select the Direct Purchaser that submits the
proposal that is in the best interest of the City. Direct Purchase Bonds shall be sold to the Direct
Purchaser pursuant to the terms of a Loan Agreement.
(c) Negotiated Bond Sale. If the Designated Representative determines that each series
of Bonds are to be sold by negotiated public sal
e Designated Representative shall solicit bond
underwriting proposals and shall select the Underwriter hat submits the proposal that is in the best
interest of the City. Such Bonds shall be sold to the Underwriter pursuant to the teliiis of a Bond
Purchase Contract.
(d) Competitive Sale. If,the Designated Representative determines that each series of
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 triter
determined; (3) request tha
a by which the successful bidder will be
with deposit in an amount not less than one percent of the
principal amount of the offering accompany each bid; and (4) provide for such other matters
pertaining to the public sale as they deem 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 they deem necessary or desirable. Such Bonds shall be sold to the Underwriter pursuant to
the terms of a Certificate of Award.
(e) Sale Parameters. The Designated Representative is hereby authorized to approve
the method of sale for each Series of Bonds, designate such series as Tax -Exempt or Taxable
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Bonds, select the Refunded Bonds, and determine the final interest rates, aggregate principal
amount, principal maturities, and redemption terms for each series of Bonds in the manner
provided hereafter so long as:
(1) the aggregate principal amount of all Bonds issued pursuant to this
ordinance does not exceed $[ ];
(2) the final maturity date for each series Bonds is no later than December 1,
20[];
(3) the true interest cost for any Tax -Exempt Bonds of a series (in the
aggregate) does not exceed [ ]%;
(4) the true interest cost for any Taxable Bonds of a series (n;the aggregate)
does not exceed [ ]%;
(5) each series of Bonds are sold (in the aggregate) at a price not less than [98]%
and not greater than [
(6)
service savings equa.
ssuance of the Bonds results in a minimum net present value debt
(7) the Bonds conform to all other terms of this ordinance.
Subject to the terms and conditions set forth in this Section 11, the Designated
Representative is hereby authorized to execute the applicable Sale Document for the Bonds.
Following the execution of a Sale Document, the Designated Representative shall provide a report
to the City describing the final terms of the Bonds approved pursuant to the authority delegated in
this section. The authority granted to the Designated Representative by this Section 11 to execute
a Sale Document shall expire one year after the effective date of this ordinance. If a Sale Document
for the Bonds has not been executed by such date, the authorization for the issuance of such Bonds
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45
shall be rescinded, and such Bonds shall not be issued nor their sale approved unless such Bonds
shall have been reauthorized by resolution of the City. If a Sale Document for the Bonds has been
executed by such date, the Bonds may be issued pursuant to such Sale Document on any date
thereafter (including without limitation pursuant to a Sale Document that provides for the forward
delivery of the Bonds).
(f) Delivery of Bonds; Documentation. Upon he passage and approval of this
ordinance, the proper officials of the City, including the Designated Representative, are authorized
and directed to undertake all action necessary for the prompt execution and delivery of the Bonds
to the Underwriter thereof and further to execute all closing certificates and documents required
to effect the closing and delivery of the Bonds.
(g)
Preliminary and Fina
cial Statements. The City authorizes the Designated
Representative to approve the preliminary official statement
distribution of the pi
nary official state
he Bonds and authorizes the
on with the offering of the Bonds.
Pursuant to the Rule, the Designated Representative is hereby authorized to deem the preliminary
official stat
ent as final as o
s date except for the omission of information dependent upon the
pricing of the Bonds. The City agrees to cooperate with the Underwriter to deliver or cause to be
delivered, within seven business days from the date of the sale of the Bonds and in sufficient time
to accompany any confirmation that requests payment from any customer of the Underwriter,
copies of a final official statement in sufficient quantity to comply with paragraph (b)(4) of the
Rule and the rules of the Municipal Securities Rulemaking Board. The Designated Representative
is authorized to approve, supplement or amend the final official statement.
Section 12. Undertaking to Provide Ongoing Disclosure; Covenants.
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46
(a) The City covenants to execute and deliver at the time of Closing of any
Underwritten Bonds 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 any Underwritten Bonds with such terms and provisions as such individuals
shall deem appropriate and in the best interests of the City.
(b) The City may agree to provide the Direct Purchaser certain financial or other
information and agree to such additional covenants
determined to be necessary by the
Designated Representative and as set forth in any Loan Agreement and approved by the
Designated Representative pursuant to Section
Section 13.
Lost or Destroyed Bonds. I
Bond or Bonds are lost, stolen or
destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like series,
date, number and tenor to the Registered Owner upon the owner paying the expenses and charges
of the Bond Registrar and the City in connect
herewith and upon the owner's filing with the
Bond Registrar and the City evidence satisfactory to both that such Bond or Bonds were actually
lost, stolen or destroyed and o
with indemnity satisfacto
Section 14. Severability. If any provision in this ordinance is declared by any court of
competent jurisdiction to be contrary to law, then such provision shall be null and void and shall
be deemed separable from the remaining provisions of this ordinance and shall in no way affect
the validity of the other provisions of this ordinance or of the Bonds.
Section 15. Corrections. 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,
nership, and upon furnishing the City and the Bond Registrar
y and the Bond Registrar.
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47
rules, or regulations; ordinance numbering and section/subsection numbering; and other similar
necessary corrections.
Section 16. 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 THIS [10th] DAY OF [AUGUST], 2026, by the City Council of the City of
Tukwila, and signed in approval therewith this [ ] day of [ ], 2026.
ATTEST/AUTHENTICATED: CITY OF TUKWILA, WASHINGTON
Andy Youn-Bamett, City Clerk
Thomas McLeod, Mayor
Approved as to form: Filed with the City Clerk:
Passed by the City; Council:
Pacifica Law Group I LP Published:
Effective Date:
Ordinance Number:
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48
Exhibit A
Form of Bond
[DTC LANGUAGE] [TRANSFER RESTRICTIONS]
UNITED STATES OF AMERICA
STATE OF WASHINGTON
CITY OF TUKWILA
UNLIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2026
INTEREST RATE: %
REGISTERED OWNER:
PRINCIPAL AMOUNT:
MATURITY DATE: [CUSIP NO.:]
[The City of Tukwila, Washington (the "City") hereby acknowledges itselfto 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 the date of delivery, or the most recent date to which interest has been paid, at the
Interest Rate set forth above. Interest on this bond shall accrue from its dated date until paid and
shall be computed per annum on the principal amount outstanding on a 30/360 basis. Principal of
and accrued interest on this bond shall be payable on the dates set forth in the payment schedule
attached hereto. Both principal of and interest on this bond are payable in lawful money of the
United States of America.] [The City of Tukwila, Washington, (the "City"), hereby acknowledges
itselfto 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 at the Interest Rate set forth above payable 1, 20 , and semiannually
thereafter on the first days of each succeeding 1 and 1. Interest on this bond
shall accrue from its dated date until paid and shall be computed per annum on the principal amount
outstanding on a 30/360 basis. 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 thereof 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 [August 10], 2026 (the "Bond Ordinance"). Capitalized terms used
in this bond have the meanings give such terms in the Bond Ordinance.
49
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 on behalf of the Bond Registrar or its duly designated agent.
This bond is one of an authorized issue of bonds in the aggregate principal amount of
$ , issued pursuant to the Bond Ordinance to provide a portion of the funds necessary
to refund certain outstanding unlimited tax general obligations of the City, and to pay costs of
issuance of the Bonds.
The bonds of this issue are [not] subject to redemption prior to their stated maturities as
stated in the Sale Document.
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 this bond may be
discharged prior to maturity of this bond 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 signature of the Mayor the Clerk of the City, and the seal of
the City imprinted, impressed or otherwise reproduced hereon as of this day of
2026.
[SEAL]
CITY OF TUKWILA, WASHINGTON
By /s/ manual or facsimile
Mayor
50
ATTEST:
/s/ manual or facsimile
City Clerk
[FOR UNDERWRITTEN BONDS]
The Certificate of Authentication for the Bonds shall be in substantially the following form
and shall appear on each Bond:
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 Refunding Bonds, 2026 of the City of Tukwila,
Washington, dated , 2026.
WASHINGTON STATE FISCAL AGENT,
as Registrar
By
Authorized Officer
[FOR DIRECT PURCHASE BONDS]
REGISTRATION CERTIFICATE
This bond is registered in the name of the Registered Owner on the books of the City, in
the office of the (the "Bond Registrar"), as to both principal and interest, as noted
in the registration blank below. All payments of principal of and interest on this bond shall be
made by the City as provided in the Bond Ordinance.
Date o
Registration
, 2026
Name and Address of
Registered Owner
Signature of
Bond Registrar
PAYMENT SCHEDULE
Principal and interest on this bond shall be payable as set forth in the following schedule:
Date Principal Interest Total Payment
51
CERTIFICATE
I, the undersigned, Clerk of the City of Tukwila, Washington, DO HEREBY CERTIFY:
1. That the attached ordinance is a true and correct copy of Ordinance No. (the
"Ordinance") of the City duly passed at a regular meeting of the City Council (the "Council") of
the City held on the [10]th day of [August], 2026.
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
he passage of said ordinance; that all other
requirements and proceedings incident to the proper
on or passage of said ordinance have
been fully fulfilled, carried out and otherwise observed, and that I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this [10]th day of [August], 2026.
City Clerk
52
0
Washington
Resolution No. ilk)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUKWILA, WASHINGTON, ADOPTING A DEBT POLICY;
AND REPEALING RESOLUTION NO. 1840
WHEREAS, on September 2, 2014, the City Council adopted Resolution No. 1840
adopting a debt policy; and
WHEREAS, a debt policy and appropriate management of debt issued by the City is
an important factor in measuring the City's financial performance and condition; and
WHEREAS, the proper management of borrowing can yield significant advantages;
and
WHEREAS, debt issuance planning with the City's Capital Improvement Program
(GIP), will ensure alignment between financing strategies and long-term capital priorities;
and
WHEREAS, the use of long-term debt for operating or maintenance costs, except in
declared emergencies authorized by the City Council, promotes fiscal discipline and
responsible debt management; and
WHEREAS, clear delineation of the roles and responsibilities of the City Council and
Finance Director, including authority over interfund loans, delegation of bond issuance
approvals, and oversight of post -issuance compliance activities, will ensure appropriate
checks and balances; and
WHEREAS, expanding the range of eligible financing tools and debt instruments,
including interfund loans, state and federal loan programs, and other legal financing
contracts, provides the City with greater flexibility and cost-effective funding options; and
WHEREAS, enhancing compliance with federal and state laws by establishing
comprehensive procedures for continuing disclosure, arbitrage rebate monitoring, and
Legislation: Debt Policy
Version: 6/16/2025
Staff: T. Cullerton
Page 1 of 2
53
post -issuance compliance with IRS and SEC regulations, thereby safeguards the City's
credit standing and legal obligations.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF TUKWILA,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1, Repealer. Resolution No. 1840 is hereby repealed,
Section 2. Findings Incorporated and Adoption. The above "whereas" recitals are
adopted as findings in support of this resolution, and the City of Tukwila Debt Policy
attached hereto as Exhibit A is adopted.
PASSED BY THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, at
a Regular Meeting thereof this fl.-1 day of .TvA) , 2025.
ATTEST/AUTHENTICATED.
ne , MC, City Clerk Tosh Sharp, Co esidertt
APPROVED AS TO FORM BY:
Filed with the City Clerk:
Passed by the City Council:
Resolution Number:
Attachment: Exhibit A— City of Tukwila Debt Policy - 2025
Legislation: Debt Policy
Version: 6/16/2025
Staif T. CuRerton
Page 2 of 2
54
City of Tukwila
Debt Policy
Adopted 2025
City of Tukwila Debt Policy
Page 1 of 10
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TABLE OF CONTENTS
SECTION 1. INTRODUCTION
SECTION11, GOVERNING PRINCIPLES
SECTION III, ROLES AND RESPONSIBILITVES
SECTION IV. PROFESSIONAL SERVICES
SECTION V. TRANSACTION-SPEanc POLICIES
SECTION VI. COMPLIANCE POLICIES
SECTION VII. OTHER POUCIES
9
10
City of Tukwila Debt Poky Page 2 of 10
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Section
Purpose and Overyigw
ntro
ction
The objective of this policy is to provide general guidance for the issuance and management of all City of
Tukwila (the City) debt. Further, this policy establishes criteria to protect the City's financial integrity while
providing a mechanism to fund the 1City's capital needs prudently and cost effectively. Adherence to this
policy is essential to ensure that the City Council (Council) maintains a debt position which ailows the
Council to protect the City, its functionality, and the credit quality of its obligations.
The City's Finance Department is charged with ensuring compliance with ail debt policy requirements,
Capital Planning
The City shalll integrate its debt issuance with its Capital Improvement Program (referred to herein as CIIP
or Capital Facilities Plan) spending to ensure that planned financing conforms to policy targets regarding
the level and composition of outstanding debt. This planning considers the long-terrn horizon, paying
particular attention to financing priorities, capital outlays and competing projects.
Long-term borrowing shall be confined to the acquisition and/or construction of capital improvements
and shall not be used to fund operating or maintenance costs. The issuance of debt to fund operating
deficits is not permitted except in emergencies as adopted by formal action by the City Council. For all
capital projects under consideration, the City shall budget and set aside sufficient revenue from
operations ti fund ongoing maintenance needs and to provide reserves for periodic replacement and
renewal. The source of funds for the project should reflect the intended use of bond financing.
Section U.Governing Principles
In the issuance and management of debt, the City shall comply with the State of Washington (State)
constitution and with all other legal requirements imposed by federal, State, and llocal rules and
regulations, as applicable, The following section highlights the legal framework for debt issuance.
Governing.Law
State Statutes, The City issues debt in accordance with the Revised Code of 'Washington (RCW), in
particular chapters 39.36, 39.46, and 39.53, the State constitution along with all other City„ State, and
federal laws, rules, and regulations.
Feder& Rules and Regulations, The City shall issue and manage debt in accordance with the limitations
and constraints imposed by federal rules and regulations, including but not limited to, Internal Revenue
Code of 1986, as amended, and Treasury Department Regulations thereunder lTax Law), and the
Securities Acts of 1933 and 1934 (Securities Law).
Local Rules and Regulations. The City shall issue and sell debt in accordance with the limitations and
constraints imposed by the Tukwila Municipal Code (TMC), including but not iinnited to Title 3 (Revenue
and Finance) and City ordinances, resolutions, policies, procedures, and bond covenants,
City of Tukwila Debt Policy Page 3 of 10
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Legal Debt Limits for GO Debt
State law (RCW 39.36 020) allows for the issuance of general obligation (GO) debt, through a public vote,
of up to 7.5 of the City's, assessed property valuation. The limit of 7.5% of assessed valuation for GO
debt is divided between three different use types; 1) 2,5! for municipally owned water, sewer, or electric
faciiities; 2) 2.5% for open space and parks; and 3) 2.5% for general government purposes. Within the
2.5 limit for general government purposes, State law allows the Council to issue debt without a vote of
the people. This non -voted debt (also called councilmanic debt) cannot be greater than 1.5% of the
assessed property valuation of the City.
Sec
Responsibflties of City Council
ion
. Roes and Responsbilites
Approve this poky arid any updates/changes to this poky to help ensure compliance with all
applicable rules and regulations for debt issuance.
Approve projects to be financed as part of the City Capital Facilities Plan.
Adopt an ordinance authorizing the issuance and sale of debt, and, as applicable, setting forth the
delegation requirements provided for in RCW 39.46.040 when appointin a designated
representative, the City Finance Director or their designee, to approve the final terms of the debt.
Approve budgets sufficient to provide for the timely payment of principal and interest on all debt,
Responsibiities of the Finance Director
Apply and promote prudent fiscal practices.
Oversee any debt issuance includirn sale of bonds and review and approval of disclosure
documents,
Approve the issuance of debt at the lowest acceptable cost and risk within the pararneters
authorized by City Council in the bond ordinance.
Provide for the timely payment of principal and interest payment on all debt and ensure the fiscal
agent receives funds for payment of debt service on or prior to the payment date,
Ensure compliance with all Tax Laws, Securities Laws, contractual requirements, and other rules
and regulations governing the issuance of debt,
Ensure compliance with all terms, conditions, post -issuance requirements, and fax Law
requirements imposed by law and/or the legal documents governing the debt issued,
Ensure any annual disclosure reports and notices regarding the occurrence of certain events are
timely posted to the EMMA (Electronic Municipal Market Access) system in accordance with
continuing disclosure undertakings of the City pursuant to Securities Law,
Maintain records for ail outstanding debt.
Oversee all aspects of debt management.
Solicit and select professional services providers as necessary, to administer debt financing.
Consult with the City's contracted municipal advisor to determine the method of sale best suited
for each issue of debt (competitive sale, negotiated sale, or bank/direct placement).
Select the manner of sale of debt.
Monitor opportunities to refund debt and recommend such refunding as appropriate,
City of Tukwila Debt Policy Page 4 of 10
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Provide pertinent information to credit rating agencies when issuing debt and as routine credit
reviews occur.
V. Professional Services
The City's Finance Director will be responsible for the solicitation and selection of professional services as
necessary to administer the City's debt program. Professional service providers necessary to issue debt
may include, but are not limited to bond counsel, disclosure counsel (which may be bond counsel),
municipal advisor, underwriters, banks, rating agencies, and fiscal agent. Selection of the service providers
will consider availability, professional knowledge, accountability, cost, as well as successful partnerships
in previous debt issuances, The City will issue debt considering cost and associated risk,
Professional Service Providers
Bond Counsel — Debt issued by the City will generally include a written opinion by bond counsel affirming
that the City is legally authorized to issue the proposed debt. The opinion shall provide that the obligation
is legal, valid and binding, and enforceable against th City. In the case of tax exempt financing, the legal
opinion will address the treatment of interest for purposes of Tax Law.
Municipal Advisor — A Municipal Advisor may be used to assist in the issuance of the City's debt, The
Municipal Advisor will provide the City with objective advice and analysis on debt issuance, This includes,
but is not limited to, coordinating of finance team, monitoring of market opportunities, structuring and
pricing of debt, competitive sale execution, and reviewing the preliminary and final official statements,
Disclosure Counsel - The Disclosure Counsel (which may be bond counsel) plays a critical role in ensuring
that the City's preliminary and final official statements comply with Securities Laws and disclosure
requirements, Disclosure Counsel provides legal guidance on the accuracy, completeness, and
transparency of the information presented to investors, helping to mitigate the risk of material
misstatements 0 r omissions. Working closely with the City's finance team, bond counsel, and municipal
advisor, Disclosure Counsel reviews financial and operational disclosures, drafts legal sections of the
official statements, and provides legal advice in connection with the City's obligations under SEC Rule
15c2-12 and other applicable regulations. Their expertise helps protect the City from potential legal and
regulatory risks while maintaining investor confidence in the bond issuance process,
Underwriters — An Underwriter will be selected in advance for all debt issued in a negotiated sale method,
The Underwriter is responsible for purchasing debt and reselling the debt to investors
Arbitrage Rebate Consultant —As necessary, the City may engage with an arbitrage rebate consultant to
ensure the City is compliant with Tax Law on tax-exempt bonds by calculating potential arbitrage rebate
liabilities, The consultant wile analyze investment earnings, determine rebate amounts owed under IRS
Code 148(f), and assist with documentation, deadlines, and best practices to minimize exposure and avoid
penalties,
City of 'ukwila Debt Policy Page of 10
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Fiscal Agent —A fiscal agent may be used to provide accurate and timely securities processing and payment
to bondholders. As provided under RCW 43.80, the City will work with the Fiscal Agent that is determined
by the State.
Section V. Transaction -Specific Policies
For any City project planned to be funded through debt, an analysis will be done to consider (a) other
potential ways to finance the project; (b) future operating and maintenance costs, including debt
repayment; (c) expected cash inflows that could help offset the amount borrowed; and (d) anticipated
cash outflows for construction or equipment to ensure compliance with arbitrage rules,
Mettagf Sale
The Finance Director, in consultation with the City's municipal advisor, will determine the method of sale
best suited for each issue of debt (competitive sale, negotiated sale, or bank/direct placement), The type
of debt to be issued and manners of the sae will be submitted to the City Council for approval in the bond
ordinance. The bond ordinance will authorize the issuance and sale of debt, and, as applicable, set forth,
the delegation requirements provided for in RCW 39,46,040 when appointing a designated
representative, the City Finance Director or their designee, to approve the final terms of the debt
„Bond Insurance
For each issue, the City, in conjunction with its municipal advisor, will evaluate the costs and benefits of
bond insurance or other credit enhancernents. Any credit enhancement purchases by the City must be
competitively procured in a manner deemed reasonable by the City Finance Director„
Bond illiptivleasures
Prior to any unlimited tax general obligation bond (described below) proposition being placed before the
voters, the capital project under consideration must, unless otherwise justified and have found to be in
the best interest of the City, have been included in the City's Capital Facilities Plan. The source of funds
for the project should reflect the intended use of bond financing.
lirlyeagr and Rating A enc Relations
The City will maintain good communications with bond rating agencies and investors about its fiscal
condition. The City will provide full, accurate and complete disclosure on financial reports and in disclosure
documents to comply with the anti -fraud requirements of Securities Laws.
Short-term debt
The City may use short-term debt, defined as a period not to exceed three years, to fund cash flow needs,
which may be caused by a delay in receipting tax revenues or issuing long-term debt. The City will not
issue short-term debt for current operations, except in the event of an emergency.
The City may issue interfund loans rather than issuing outside debt to meet short-term cash flow needs.
The issuance of an interfund loan will be permissible only after an analysis of the loaning fund(s) indicate(s)
that excess funds are available, and the use of these funds will not impact the loaning fund(s) current
City of Tukwila Debt Policy Page 6 of 10
60
operations or constitute a permanent diversion of funds, All interfund borrowing will bear interest based
upon at least the prevailing LGIP (Local Government Investment Pool) rate,
Council authorizes the City's Finance Director to approve short-term interfund loans for a period not to
exceed three calendar months and the City Administrator to approve short-term interfund loans for a
period not to exceed 12 calendar months. See long-term debt section below for policy on ioans exceeding
12 calendar months The Finance Director shall notify the Finance & Governance Committee and/or City
Council of any use of directorial or administrator approved interfund loans at the first reasonable
opportunity,
Interfund loans are not considered "debt" for purposes of State aw, Securities Law, or Tax Law.
to ngje rrn debt
The City will issue long-term debt, defined as a period greater than three years„ for capital projects which
cannot reasonably be financed on a pay-as-you-go funding strategy from anticipated cash flows.
Acceptable uses of bond proceeds are one-time capital projects that can be capitalized and depreciated
in accordance with the City's accounting principles. (Refunding debt is also an acceptable use. See
refunding debt section below)
The City Council may issue long-term interfund loans rather than issuing outside debt instruments as a
means of financing capital improvements, The issuance of an interfund loan will be permissible only after
an analysis of the loaning fund(s) indicate that excess funds are available, and the use of these funds will
not impact the loaning fund(s) current operations or constitute a permanent diversion of funds. All
interfund borrowing will bear interest based upon at least the prevailing LGIP (Local Government
Investment Pool) rate,
The decision to use an interfund loan rather than outside debt to fund capital projects will be based on
which is deemed to be the most cost-effective approach to meet City capital needs. The City's 1Finance
Department is responsible for making such an assessment. Interfund loans are not considered "debt" for
purposes of State law, Securities Law, or Tax Law.
The City will not issue long-terrn debt for current operational eeds, except in the event o an emergency,
Types of long-term debt the City may issue.
tapited_Ta2( gencialphligation LTG° Bonds: 1TGO debt is secured by a pledge of the full faith and credit
of the City and is payable from regular property taxes and other legally available funds. These bonds can
be issued without a vote of registered voters but are limited in that debt service payments must be paid
from legally available City revenue sources. The amount of LTGO outstanding debt cannot exceed the
threshold stated above,
Unlimited Tax General Obli ation (U.icip) Bonds1 UTGO debt is secured by a pledge of the full faith and
credit of the City and is payable from excess property taxes and other legally available funds. These bonds
can only be issued when authorized by a 6O% majority vote of registered voters (meeting the minimum
voter turnout requirement). As part of the ballot proposition, voters will approve the issuance of the UTGO
debt and an excess property tax levy, as a completely new and dedicated source of revenue, to pay the
debt service. The amount of UTGO debt cannot exceed the thresholds stated above, Proceeds of UTGO
debt are limited to capital purposes only and not the replacement of equipment.
City of Tukwila Debt Policy Page 7 of
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Revenue Bonds: Revenue bonds are used to finance construction of and/or improvements to facilities of
enterprise systems operated by the City in accordance with the Capital Facilities Plan and are payable
from and secured by a pledge of revenue of the enterprise. No taxing power or general fund pledge is
provided as security, with the exception of double -barrel bonds. Double -barrel bonds are a type of
municipal bond that are backed by enterprise funds and the full faith and credit of the City. Unlike general
obligation bonds, revenue bonds are not subject to the City's statutory debt limitation nor is voter
approval required. Revenue bonds may contain certain covenants and obligations of the City, including
but not limited to, future parity bond tests, annual debt service coverage requirements, restrictions on
disposal of the enterprise facility/utility, and other terms to protect the stream of revenue pledged to the
repayment of the revenue bonds.
Reserve accounts may be created on a transaction -by -transaction basis. Any reserve account created shall
be maintained and funded as required by bond ordinances and as deemed advisable by the City Council
or the designated representative on behalf of the City. The City shall structure any debt service reserve
fund to not violate the Tax Code,
The City will strive for annual revenue bond debt coverage of at least 1,5 times the annual debt service
paid in such year. Additional bonds issued may be subject to additional bonds tests as described in bond
ordinances.
52esialAsse.s5raenitionAL'i Also referred to as Local Improvement District (LD) bonds, this type of debt is
used to finance capital improvements that benefit property owners within the LID. LID debt is repaid from
annual assessments paid to the City by property owners within the LID, LVDs are formed by City Council
following the process outlined in State statutes and chapter 13.04 IMC, The cost is borne only by those
who receive a special benefit from the, improvements. LID debt is not part of the debt capacity calculation,
Other Debt Instruments: Instruments such as Public Works Trust Fund bans or other financing contracts
issued through the State of Washington, federal rant loans, bond anticipation notes (BAN), tax
anticipation notes (TAN), bank loans, and/or other legal debt issues may be incurred as allowed by law,
ftviy.usting_Peg
Refunding debt may be issued by the City in accordance with chapter 39.53 RCW, Refunding debt is
typically issued to take advantage of lower interest rates for overall cost savings, restructure debt, or
modify bond covenants, Refunding bonds are an acceptable use of bond proceeds provided that, and
unless otherwise justified and found to be in the best interest of the City, a) the net present value (NPV)
of the overall savings (not by maturity) is at least 3% and b) the final maturity date of the obligation is not
extended.
Other Considerations
The following terms shall be applied to the City's debt transactions, as appropriate. Individua
change as dictated by the marketplace or the unique qualities of the transaction.
te rn
ay
City of Tukwila Debt Policy Page 8 of 10
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Maturity —The City shall SSue debt with an average life less than or equal to the average life of
the assets being financed, Unless otherwise stated in law, the final maturity of the debt shall be
no longer than 40 years (RCW 39.46,110).
Debt Service Structure — Unless otherwise justified', debt service should be structured on a level
basis (Le., level annual payments). Refunding bonds should be structured to produce equal
savings by fiscal year. Unless otherwise justified, debt shall not have capitalized interest, If
appropriate, debt service reserve funds may be used for revenue bonds.
Price Structure — The City's long-term debt may include par, discount, and premium bonds. Cali
Provisions For each transaction, the City shall evaluate the costs and benefits of callprovisions,
In general, the City shall opt for a call date no later than 10 Yi years from the date of the bonds.
Tax -exemption — Unless otherwise justified and deemed necessary, the City shall issue its debt on
a tax-exempt basis,
Reimbursement declaration — Must be made prior to bond issuance if the City intends to be
reimbursed out of tax exempt bond proceeds far capital costs paid prior to the closing date,
The City will not use derivatives in connection with any new financings,
The City will not become obligated for any new City debt or otherwise be involved in any new
financing that would include a variable rate of interest or variable debt service (excluding of any
additional rent payable under a financing lease or other obligation for ongoing transaction fees),
Section VI. Compliance Policies
The City will comply with all federal, State, contractual restrictions and City policies regarding the
investment of bond proceeds and associated funds subject to debt -related investment limitations. Such
requirements may include restrictions on the type of securities allowed the yield on such securities, and
the length of time that such proceeds and funds may be invested.
For refunding escrows, the City may invest funds in State and Local Government Series (SLGS) securities
issued by the U.S. Treasury, or, after satisfying requirements of Tax Law and if determined advisable after
consultation with the City's municipal advisor and bond counsel, in open -market securities as permitted
under State law and relevant bond covenants,
The City will maintain a system for tracking bond proceeds, including how proceeds are invested, when
they are spent, and for what purpose, Bond proceeds shall, unless otherwise permitted, be tracked
separately from other City funds and on an issue by issue basis,
The City shall maintain records related to the bonds for the Ilife of the bonds (plus any refunding bonds)
plus three years,
The City will, unless otherwise permitted, spend at ieast 85% of taxexempt bond proceeds within three
years from the date of issuance pursuant to Tax Law, and take such steps as necessary to avoid or manage
arbitrage. The City will maintain a system of recordkeeping and reporting to meet the arbitrage rebate
compliance requirement of the IRS (Internal Revenue Service, IRC 148) regulation. For each bond issue,
the recordkeeping, will include tracking the yield and investment earnings on bond proceeds, calculating
rebate payments, and remitting any rebate earnings to the federal government in a timely manner to
preserve the tax-exempt status of the outstanding debt obligation. Any bond proceeds invested will
comply with the City's investment policy and strategies, unless further restricted by bond covenant. The
City of Tukwila Debt Policy Page 9 of 10
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City may, when determined to be in the best interest of the City or required, contract with an arbitrage
rebate consultant to assist with the arbitrage rebate calculation.
The City will repay principal plus interest in accordance with the payment terms of the bond or contract.
Furthermore, the City will comply with all bond or contract covenants. This includes, but is not limited to,
any undertakings to provide ongoing disclosure and notice of certain listedl events under Securities Laws
Annual disclosure will take the form of the City's audited annual financial statements as well as other
information required by the bond or contract that is not reasonably contained in the annual report. The
City Finance Director will develop and comply with all post -issuance compliance policies and procedures
related to Tax Law and policies and procedures relatinto initial and ongoing disclosure under Securities
Laws
The Finance Director and bond counsel will coordinate their activities and review all debt issuance to
ensure that all securities are issued in compliance with State and federal legal and regulatory
requirements by the State law, Tax Law, Securities Law, rules and regulations.
The Finance Director may institute procedures to inipiement this policy and other bond covenants and
provisions related to State law, Tax Law, Securities Law, rules and regulations applicable to the City's debt.
No derivative products shall be used in connection with City debt.
Section VII, Other Policies
Periodic Illeviltyy
This debt policy must be adopted by Council, The policy will be reviewed at least every four years by the
Finance Department and modifications must be submitted to and approved by the Council,
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