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HomeMy WebLinkAboutOrd 2027 - $9,850,000 Limited Tax General Obligation Bonds - Foster Golf Course Clubhouse Improvements �..11 55 21 Vii; 1908 Tukwi*la C ity f Washington Ordinance No. _P- G d AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE OF $9,850,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2003A OF THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO REIMBURSE ITSELF FOR A PART OF THE COST OF TRANSFERRING CERTAIN PROPERTY BETWEEN THE CITY AND KING COUNTY, TO PAY OR REIMBURSE ITSELF FOR A PART OF THE COST OF MAKING VARIOUS ARTERIAL STREET IMPROVEMENTS, TO REDEEM THE CITY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION BOND ANTICIPATION NOTE, 2000 (FOSTER GOLF COURSE) FOR OTHER CITY PURPOSES, AND TO PAY THE COSTS OF ISSUANCE OF THE SERIES 2003A BONDS; PROVIDING FOR THE ISSUANCE OF $2,200,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2003T (TAXABLE) OF THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO MAKE CERTAIN IMPROVEMENTS TO THE FOSTER GOLF COURSE CLUBHOUSE AND TO PAY THE COSTS OF ISSUANCE OF THE SERIES 2003T (TAXABLE) BONDS; FIXING THE DATE, FORM, MATURITIES, INTEREST RATES, TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A 2003A BOND FUND, A 2003T BOND REDEMPTION ACCOUNT, A 2003A PROJECT ACCOUNT AND A 2003T PROJECT ACCOUNT; PROVIDING FOR THE PURCHASE OF BOND INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO LEHMAN BROTHERS INC. OF SEATTLE, WASHINGTON. WHEREAS, pursuant to Ordinance No. 1938, the City of Tukwila, Washington (the "City issued and sold its not to exceed $3,500,000 par value Limited Tax General Obligation Bond Anticipation Note, 2000 (Foster Golf Course) (the "Note for the purpose of paying a part of the cost of making certain improvements to the Foster Golf Course including a new clubhouse, parking, course improvements, a maintenance facility and other facility upgrades (the "Foster Golf Course Project and WHEREAS, the City is in need of transferring certain property between the City and King County, making various arterial street improvements, redeeming the City's outstanding Note, making certain improvements to the restaurant at the Foster Golf Course clubhouse, and for other City purposes (collectively, the "Projects the estimated cost of which is more than $12,050,000, and the City does not have available sufficient funds to pay the cost; and WHEREAS, the City Council on February 18, 2003 adopted Resolution No. 1514 declaring its intent to reimburse itself from the proceeds of a future borrowing for the transfer of certain property between the City and King County, and on May 27, 2003 adopted Resolution No. 1523 declaring its intent to reimburse itself from the proceeds of a fixture borrowing for certain street improvements; and WHEREAS, the City Council deems it to be in the best interest of the City to borrow money by the issuance of limited tax general obligation bonds in two series, the first in the principal amount of $9,850,000 to provide funds with which to pay and redeem the Note and to pay the costs of the 2003A Projects (as defined below), and the second in the principal amount of $2,200,000 to provide funds with which to pay the costs of the Restaurant Improvements Project (as defined below); and Genend'Tie Bond 2003 1 WHEREAS, Lehman Brothers Inc. has offered to purchase the Bonds authorized herein under the terms and conditions set forth in this Ordinance in the form of a bond purchase contract; and WHEREAS, Ambac Assurance Corporation, a Wisconsin- domiciled stock insurance company "Ambac Assurance" or the "Bond Insurer has made a commitment to issue an insurance policy (the "Financial Guaranty Insurance Policy insuring the payment when due of the principal of and interest on the Bonds as provided therein, and the City Council deems that the purchase of the Financial Guaranty Insurance Policy is in the best interest of the City; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF THE CITY OF TUKWILA, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Debt Capacity. The assessed valuation of the taxable property within the City as ascertained by the last preceding assessment for City purposes for the calendar year 2003 is $3,489,704,657, and the City has outstanding general indebtedness evidenced by limited tax general obligation bonds in the principal amount of $18,677,000 incurred within the limit of up to 1 -1/2% of the value of the taxable property within the City permitted for general municipal purposes without a vote of the qualified voters therein, no outstanding unlimited tax general obligation bonds issued pursuant to a vote of the qualified voters of the City, and the amount of indebtedness for which bonds are authorized herein to be issued is $12,050,000. Section 2, Authorization of Bonds. The City shall borrow money on the credit of the City and issue negotiable limited tax general obligation bonds evidencing that indebtedness in the combined amount of $12,050,000 in two Series for the purposes described in subsections (A) and (B) of this Section. The general indebtedness to be incurred shall be within the limit of up to 1- 1/2% of the value of the taxable property within the City permitted for general municipal purposes without a vote of the qualified voters therein. A. The Series 2003A Bonds shall be issued in the amount of $9,850,000 for general City purposes to provide the funds to pay and redeem the outstanding Note, to reimburse itself for a part of the costs of certain property transfers between the City and King County, to pay or reimburse itself for a part of the costs of various arterial street improvements, and for other City purposes (the "2003A Projects and to pay the costs of issuance and sale of the Series 2003A Bonds. B. The Series 2003T Bonds shall be issued in the amount of $2,200,000 to provide the funds to pay a part of the cost of constructing and equipping a restaurant and related facilities at the Foster Golf Course clubhouse (the "Restaurant Improvements Project and to pay the costs of issuance and sale of the Series 2003T Bonds. Section 3. Description of Bonds. The bonds shall be called Limited Tax General Obligation Bonds, Series 2002A (the "Series 2003A Bonds and Limited Tax General Obligation Bonds, Series 2003T (Taxable) (the "Series 2003T Bonds of the City (collectively, the "Bonds The Bonds shall be dated the date of delivery; shall be in the denomination of $5,000 or any integral multiple thereof within a single maturity; shall be numbered separately in the manner and with any additional designation as the Bond Registrar (the fiscal agent of the State of Washington) deems necessary for purposes of identification; shall bear interest (computed on the basis of a 360 -day year of twelve 30 -day months) payable semiannually on each June 1 and December 1, commencing December 1, 2003 to the maturity or earlier redemption of the Bonds; and shall mature on December 1 in years and amounts and bear interest at the rates per annum as described in this Section. A. The Series 2003A Bonds shall be in the aggregate principal amount of $9,850,000 and shall mature on the dates and bear interest at the rates as follows: General Tax Bond 2003 2 Maturity Interest Maturity Interest Years Amounts Rates Years Amounts Rates 2009 410,000 4.250 2017 675,000 4.250 2010 510,000 4.250 2018 705,000 4.350 2011 530,000 4.250 2019 735,000 4.450 2012 555,000 4.250 2020 765,000 4.500 2013 575,000 4.000 2021 800,000 4.550 2014 600,000 3.950 2015 625,000 4.050 2023 1,715,000 4.650 2016 650,000 4.150 The life of the capital facilities to be acquired with the proceeds of the Bonds exceeds the term of the Bonds. B. The Series 2003T Bonds shall be term bonds in an aggregate principal amount of $2,200,000 and shall mature on December 1, 2009 and bear interest at a rate of 3.210% calculated as described above. Interest on the Series 2003T Bonds will not be excludable from the gross income of a registered owner for federal income tax purposes. Section 4. Registration and Transfer of Bonds. A. The Bonds shall be issued only in registered form as to both principal and interest and shall be recorded on books or records maintained by the Bond Registrar (the "Bond Register The Bond Register shall contain the name and mailing address of the owner of each Bond and the principal amount and number of each of the Bonds held by each owner. B. Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any authorized denomination of an equal aggregate principal amount and of the same interest rate and maturity. Bonds may be transferred only if endorsed in the manner provided thereon and surrendered to the Bond Registrar. Any exchange or transfer shall be without cost to the owner or transferee. The Bond Registrar shall not be obligated to exchange or transfer any Bond during the 15 days preceding any principal payment or redemption date. C. The Bonds initially shall be registered in the name of Cede Co., as the nominee of The Depository Trust Company, New York, New York "DTC The Bonds so registered shall be held in fully immobilized form by DTC as depository in accordance with the provisions of a Blanket Issuer Letter of Representations with DTC substantially in the form on file with the City Clerk and by this reference made a part hereof (as it may be amended from time to time, the "Letter of Representations To induce DTC to accept the Bonds as eligible for deposit at DTC, the City approves the Letter of Representations. The Finance Director of the City is authorized and directed to execute and deliver the Letter of Representations, on behalf of the City, to DTC on or before the date of delivery of the Bonds to the purchaser thereof and the payment therefor, with such changes as the Finance Director deems to be in the best interest of the City, and his execution and delivery of the Letter of Representations shall evidence irrevocably the approval of the Letter of Representations by the City. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Bonds regarding accuracy of any records maintained by DTC or DTC participants of any amount in respect of principal of or interest on the Bonds, or any notice which is permitted or required to be given to registered owners hereunder (except such notice as is required to be given by the Bond Registrar to DTC). D. For as long as any Bonds are held in fully immobilized form, DTC, its nominee or its successor depository shall be deemed to be the registered owner for all purposes hereunder and all references to registered owners, bondowners, bondholders or the like shall mean DTC or its nominee and shall not mean the owners of any beneficial interests in the Bonds. Registered ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: 1. To any successor of DTC or its nominee, if that successor shall be qualified under any applicable laws to provide the services proposed to be provided by it; 2. To any substitute depository appointed by the City or such substitute depository's successor; or 3. To any person if the Bonds are no longer held in immobilized form. General Tax Bond 2003 3 E. Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository, or a determination by the City that it no longer wishes to continue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the City may 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. F. If (1) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (2) the City determines that the Bonds are to be in certificated form, the ownership of Bonds may be transferred to any person as provided herein and the Bonds no longer shall be held in fully immobilized form. Section 5. Payment of Bonds. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be paid by checks or drafts of the Bond Registrar mailed on the interest payment date to the registered owners at the addresses appearing on the Bond Register on the 15 day of the month preceding the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners at either of the principal offices of the Bond Registrar at the option of the owners. Notwithstanding the foregoing, for as long as the Bonds are registered in the name of DTC or its nominee, payment of principal of and interest on the Bonds shall be made in the manner set forth in the Letter of Representations. Section 6. Redemption Provisions and Open Market Purchase of Bonds. A. Series 2003A Bonds maturing in the years 2009 through 2013, inclusive, shall be issued without the right or option of the City to redeem those Series 2003A Bonds prior to their stated maturity dates. The City reserves the right and option to redeem the Series 2003A Bonds maturing on or after December 1, 2014, prior to their stated maturity dates at any time on or after December 1, 2013, as a whole or in part (within one or more maturities selected by the City and randomly within a maturity in such manner as the Bond Registrar shall determine), at par plus accrued interest to the date fixed for redemption. The Series 2003T Bonds are not subject to optional redemption prior to their stated maturities. B. Series 2003A Bonds maturing in 2023 are Term Bonds and, if not redeemed under the optional redemption provisions set forth above or purchased in the open market under the provisions set forth below, shall be called for redemption randomly (in such manner as the Bond Registrar shall determine) at par plus accrued interest on December 1 in years and amounts as follows: C. The Series 2003T Bonds are Term Bonds and, if not purchased in the open market under the provisions set forth below, shall be called for redemption randomly (in such manner as the Bond Registrar shall determine) at par plus accrued interest on December 1 in years and amounts as follows: D. If the City shall redeem Series 2003A Term Bonds under the optional redemption provisions set forth above or purchase Series 2003A or Series 2003T Term Bonds in the open General Tax Bond 2003 Series 2003A Bonds: Series 2003T Bonds: Mandatory Mandatory Redemption Redemption Years Amounts 2022 840,000 2023 (maturity) 875,000 Mandatory Mandatory Redemption Redemption Years Amounts 2004 $390,000 2005 410,000 2006 425,000 2007 445,000 2008 460,000 2009 (maturity) 70,000 4 market as set forth below, the par amount of the Term Bonds so redeemed or purchased (irrespective of their actual redemption or purchase prices) shall be credited against one or more scheduled mandatory redemption amounts for those Term Bonds (as allocated by the City) beginning not earlier than 60 days after the date of the optional redemption or purchase, and the City shall promptly notify the Bond Registrar in writing of the manner in which the credit for the Term Bonds so redeemed or purchased has been allocated. E. Portions of the principal amount of any Bond, in installments of $5,000 or any integral multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is redeemed, upon surrender of that Bond at either of the principal offices of the Bond Registrar, there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds, at the option of the registered owner) of the same maturity and interest rate in any of the denominations authorized by this ordinance in the aggregate principal amount remaining unredeemed. F. The City further reserves the right and option to purchase any or all of the Bonds in the open market at any time at any price plus accrued interest to the date of purchase. G. All Bonds purchased or redeemed under this section shall be canceled. H. Notwithstanding the foregoing, for as long as the Bonds are registered in the name of DTC or its nominee, selection of Bonds for redemption shall be in accordance with the Letter of Representations. Section 7. Notice of Redemption. The City shall cause notice of any intended redemption of Bonds to be given not less than 30 nor more than 60 days prior to the date fixed for redemption by first -class mail, postage prepaid, to the registered owner of any Bond to be redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares the notice, and the requirements of this sentence shall be deemed to have been fulfilled when notice has been mailed as so provided, whether or not it is actually received by the owner of any Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the call. In addition, the redemption notice shall be mailed within the same period, postage prepaid, to Moody's Investor Service, Inc., and Fitch Ratings at their offices in New York, New York, or their successors, to Lehman Brothers Inc., at its principal office in Seattle, Washington or its successor, to the Bond Insurer's Surveillance Department in New York, New York, or its successor; and to such other persons, including registered securities depositories, and with such additional information as the City Finance Director shall determine, but these additional mailings shall not be a condition precedent to the redemption of Bonds. Notwithstanding the foregoing, for as long as the Bonds are registered in the name of DTC or its nominee, notice of redemption shall be given in accordance with the Letter of Representations. Section 8. Failure To Redeem Bonds. If any Bond is not redeemed when properly presented at its maturity or call date, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity or call date until that Bond, both principal and interest, is paid in full or until sufficient money for its payment in full is on deposit in the bond redemption fund hereinafter created and the Bond has been called for payment by giving notice of that call to the registered owner of each of those unpaid Bonds. Section 9. Pledge of Taxes. For as long as any of the Bonds are outstanding, the City irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory tax limitations provided by law without a vote of the electors of the City on all of the taxable property within the City in an amount sufficient, together with other money legally available and to be used therefor, to pay when due the principal of and interest on the Bonds, and the full faith, credit and resources of the City are pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. Section 10. Form and Execution of Bonds. A. The Bonds shall be printed on good bond paper in a form consistent with the provisions of this ordinance and state law and shall be signed by the Mayor and City Clerk, either or both of whose signatures may be manual or in facsimile, and the seal of the City or a facsimile reproduction thereof shall be impressed or printed thereon. General Tax Bond 2003 5 B. Only Bonds bearing a Certificate of Authentication in the following form, manually signed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this ordinance: This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax General Obligation Bonds, [Series 2003A] [Series 2003T (Taxable)], described in the Bond Ordinance. By Section 11. Bond Registrar. General Tax Bond 2003 CERTIFICATE OF AUTHENTICATION WASHINGTON STATE FISCAL AGENT Bond Registrar Authorized Signer The authorized signing of a 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. C. If any officer whose facsimile signature appears on the Bonds ceases to be an officer of the City authorized to sign bonds before the Bonds bearing his or her facsimile signature are authenticated or delivered by the Bond Registrar or issued by the City, those Bonds nevertheless may be authenticated, issued and delivered and, when authenticated, issued and delivered, shall be as binding on the City as though that person had continued to be an officer of the City authorized to sign bonds. Any Bond also may be signed on behalf of the City by any person who, on the actual date of signing of the Bond, is an officer of the City authorized to sign bonds, although he or she did not hold the required office on the date of issuance of the Bonds. A. The Bond Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient books for the registration and transfer of the Bonds, which shall be open to inspection by the City at all times. The Bond Registrar is authorized, on behalf of the City, to authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of the Bonds and this ordinance, to serve as the City's paying agent for the Bonds and to carry out all of the Bond Registrar's powers and duties under this ordinance and City Ordinance No. 1338 establishing a system of registration for the City's bonds and obligations. B. The Bond Registrar shall be responsible for its representations contained in the Bond Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may become the owner of Bonds with the same rights it would have if it were not the Bond Registrar and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as members of, or in any other capacity with respect to, any committee formed to protect the rights of Bond owners. Section 12. Preservation of Tax Exemption for Interest on Series 2003A Bonds. The City covenants that it will take all actions necessary to prevent interest on the Series 2003A Bonds from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit any use of proceeds of the Series 2003A Bonds or other funds of the City treated as proceeds of the Series 2003A Bonds at any time during the term of the Series 2003A Bonds which will cause interest on the Series 2003A Bonds to be included in gross income for federal income tax purposes. The City also covenants that it will, to the extent the arbitrage rebate requirement of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code is applicable to the Series 2003A Bonds, take all actions necessary to comply (or to be treated as having complied) with that requirement in connection with the Series 2003A Bonds, including the calculation and payment of any penalties that the City has elected to pay as an alternative to calculating rebatable arbitrage, and the payment of any other penalties if required under Section 148 of the Code to prevent interest on the Series 2003A Bonds from being included in gross income for federal income tax purposes. The City certifies that it has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. 6 Section 13. Refunding or Defeasance of the Bonds. A. The City may issue refunding bonds pursuant to the laws of the State of Washington or use money available from any other lawful source to pay when due the principal of and interest on the Bonds, or any portion thereof included in a refunding or defeasance plan, and to redeem and retire, refund or defease all such then outstanding Bonds (hereinafter collectively called the "defeased Bonds and to pay the costs of the refunding or defeasance. If money and /or direct obligations of the United States of America maturing at a time or times and bearing interest in amounts (together with money, if necessary) sufficient to redeem and retire, refund or defease the defeased Bonds in accordance with their terms are set aside in a special trust fund or escrow account irrevocably pledged to that redemption, retirement or defeasance of defeased Bonds (hereinafter called the "trust account then all right and interest of the owners of the defeased Bonds in the covenants of this ordinance and in the funds and accounts obligated to the payment of the defeased Bonds shall cease and become void. The owners of defeased Bonds shall have the right to receive payment of the principal of and interest on the defeased Bonds from the trust account. The City shall include in the refunding or defeasance plan such provisions as the City deems necessary for the random selection of any defeased Bonds that constitute less than all of a particular maturity of the Bonds, for notice of the defeasance to be given to the owners of the defeased Bonds and to such other persons as the City shall determine, and for any required replacement of Bond certificates for defeased Bonds. The defeased Bonds shall be deemed no longer outstanding, and the City may apply any money in any other fund or account established for the payment or redemption of the defeased Bonds to any lawful purposes as it shall determine. B. If the Bonds are registered in the name of DTC or its nominee, notice of any defeasance of Bonds shall be given to DTC in the manner prescribed in the Letter of Representations for notices of redemption of Bonds. C. Notwithstanding anything in this section to the contrary, if the principal of and/or interest due on the Bonds is paid by the Bond Insurer pursuant to the Financial Guaranty Insurance Policy, the Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the City, and all covenants, agreements and other obligations of the City to the registered owners of the Bonds shall continue to exist and run to the benefit of the Bond Insurer shall be subrogated to the rights of the registered owners. Section 14. Designation of Series 2003A Bonds as "Qualified Tax Exempt Obligations." The City has determined and certifies that (a) the Series 2003A Bonds are not "private activity bonds" within the meaning of Section 141 of the Code; (b) the reasonably anticipated amount of tax exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) which the City and any entity subordinate to the City (including any entity that the City controls, that derives its authority to issue tax exempt obligations from the City, or that issues tax exempt obligations on behalf of the City) will issue during the calendar year in which the Series 2003A Bonds are issued will not exceed $10,000,000; and (c) the amount of tax exempt obligations, including the Series 2003A Bonds, designated by the County as "qualified tax exempt obligations" for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Series 2003A Bonds are issued does not exceed $10,000,000. The County designates the Series 2003A Bonds as "qualified tax exempt obligations" for the purposes of Section 265(b)(3) of the Code. Section 15. Bond Fund and Deposit of Bond Proceeds. A. Bond Fund and Bond Redemption Account. 1. There is created and established in the office of the City Finance Director a special fund designated as the Series 2003A Limited Tax General Obligation Bond Fund 209 (the "2003A Bond Fund for the purpose of paying principal of and interest on the Series 2003A Bonds. Accrued interest on the Series 2003A Bonds, if any, received from the sale and delivery of those Bonds shall be paid into the 2003A Bond Fund. All taxes collected for and allocated to the payment of the principal of and interest on the 2003A Bonds shall be deposited in the 2003A Bond Fund. 2. There is created and established in the office of the City Finance Director a special account within the existing Golf Course Fund designated as the Series 2003T Limited Tax General Obligation Bond Debt Service Account (the "2003T Bond Redemption Account for the purpose of paying principal of and interest on the Series 2003T Bonds. Accrued interest on General Tax Bond 2003 7 the Series 2003T Bonds, if any, received from the sale and delivery of those Bonds shall be paid into the 2003T Bond Redemption Account. All taxes collected for and allocated to the payment of the principal of and interest on the 2003T Bonds shall be deposited in the 2003T Bond Redemption Account. B. Deposit of Proceeds. 1. Series 2003A Bond Proceeds. a. Note Redemption. A portion of the principal proceeds received from the sale and delivery of the 2003A Bonds sufficient in amount, together with other funds available therefor, to pay and redeem the Note shall be deposited in the previously established Limited Tax General Obligation Bond Anticipation Note Account within the Foster Golf Course Fund. b. 2003A Project Account. There is created and established in the office of the City Finance Director a special account within the existing Arterial Street Fund designated as the 2003A Arterial Street Improvements Account (the "2003A Project Account The Finance Director is authorized to establish within the 2003A Project Account such subaccounts for the 2003A Projects as he may deem appropriate. The remaining principal proceeds and premium, if any, received from the sale and delivery of the Series 2003A Bonds shall be paid into one or more subaccounts within the 2003A Project Account and used for the purposes specified in Section 2.A of this ordinance. Until needed to pay the costs of the 2003A Projects and costs of issuance of the Bonds, the City may invest principal proceeds temporarily in any legal investment, and the investment earnings may be retained in the 2003A Project Account and be spent only for the purposes of that account except that earnings subject to a federal tax or rebate requirement may be withdrawn from the 2003A Project Account and used for those tax or rebate purposes. 2. Series 2003T Bond Proceeds. There is created and established in the office of the City Finance Director a special account within the existing Golf Course Fund designated as the Foster Golf Course Restaurant Improvements Account (the "Restaurant Improvements Account The Finance Director is authorized to establish within the Restaurant Improvements Account such subaccounts as he may deem appropriate. The principal proceeds and premium, if any, received from the sale and delivery of the Series 2003T Bonds shall be paid into one or more subaccounts within the Restaurant Improvements Account and used for the purposes specified in Section 2.B of this ordinance. Until needed to pay the costs of the 2003T Projects and costs of issuance of the Bonds, the City may invest principal proceeds in any legal investment, and the investment earnings may be retained in the Restaurant Improvements Account and be spent only for the purposes of that account. Section 16. Approval of Bond Purchase Contract. A. Lehman Brothers Inc. of Seattle, Washington, has presented a purchase contract (the "Bond Purchase Contract to the City offering to purchase the Bonds under the terms and conditions provided in the Bond Purchase Contract, which written Bond Purchase Contract is on file with the City Clerk and is incorporated herein by this reference. The City Council finds that the purchase price offered is acceptable to the City and that entering into the Bond Purchase Contract is in the City's best interest. Therefore, the City approves the Bond Purchase Contract, accepts the offer contained therein, and authorizes its execution by City officials. B. The Bonds will be printed at City expense and will be delivered to the purchaser in accordance with the Bond Purchase Contract, with the approving legal opinion of Foster Pepper Shefelman PLLC, municipal bond counsel of Seattle, Washington, regarding the Bonds. All prior actions taken by the City consistent with this Ordinance are ratified, confirmed and approved. C. The proper City officials are authorized and directed to do everything necessary for the prompt delivery of the Bonds to the purchaser and for the proper application and use of the proceeds of the sale thereof. Section 17. Preliminary Official Statement Deemed Final. The City Council has been provided with copies of a preliminary official statement dated August 28, 2003 (the "Preliminary Official Statement prepared in connection with the sale of the Bonds and hereby ratifies and approves the distribution of that preliminary official statement and the final official statement by the Bond purchaser. For the sole purpose of the Bond purchaser's compliance with Securities General Tax Bond 2003 8 and Exchange Commission Rule 15c2- 12(b)(1), the City "deems final" that Preliminary Official Statement as of its date, except for the omission of information as to offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, maturity dates, options of redemption, delivery dates, ratings and other terms of the Bonds dependent on such matters. Section 18. Undertaking to Provide Continuing Disclosure. To meet the requirements of United States Securities and Exchange Commission "SEC Rule 15c2- 12(b)(5) (the "Rule as applicable to a participating underwriter for the Bonds, the City makes the following written undertaking (the "Undertaking for the benefit of holders of the Bonds: 1. Undertaking to Provide Annual Financial Information and Notice of Material Events. The City undertakes to provide or cause to be provided, either directly or through a designated agent: a. To each nationally recognized municipal securities information repository designated by the SEC in accordance with the Rule "NRMSIR and to a state information depository, if any, established in the State of Washington (the "SID annual financial information and operating data of the type included in the final official statement for the Bonds and described in subsection (2) of this section "annual financial information b. To each NRMSIR or the Municipal Securities Rulemaking Board "MSRB and to the SID, timely notice of the occurrence of any of the following events with respect to the Bonds, if material: c. To each NRMSIR or to the MSRB, and to the SID, timely notice of a failure by the City to provide required annual financial information on or before the date specified in subsection (2) of this section. 2. Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City undertakes to provide in subsection (1) of this section: General Tax Bond 2003 (1) principal and interest payment delinquencies; (2) non payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax exempt status of the Bonds; (7) modifications to rights of holders of the Bonds; (8) Bond calls (other than scheduled mandatory redemptions of Term Bonds); (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes; and a. Shall consist of (1) annual financial statements prepared (except as noted in the financial statements) in accordance with applicable generally accepted accounting principles applicable to governmental units in Washington State, as such principles may be changed from time to time and in conformity with state law and regulations pertaining to cities, which statements shall not be audited, except, however, that if and when audited financial statements are otherwise prepared and available to the City they will be provided; (2) authorized, issued and outstanding balance of general obligation debt of the City; (3) the assessed value of the property within the City subject to ad valorem taxation; and (4) ad valorem tax levy rates and amounts and percentage of taxes collected; 9 b. Shall be provided to each NRMSIR and the SID, not later than the last day of the ninth month after the end of each fiscal year of the City (currently, a fiscal year ending December 31), as such fiscal year may be changed as required or permitted by State law, commencing with the City's fiscal year ending December 31, 2003; and c. May be provided in a single or multiple documents, and may be incorporated by reference to other documents that have been filed with each NRMSIR and the SID, or, if the document incorporated by reference is a "final official statement" with respect to other obligations of the City, that has been filed with the MSRB. 3. Amendment of Undertaking. a. The Undertaking is subject to amendment after the primary offering of the Bonds without the consent of any holder of any Bond, or of any broker, dealer, municipal securities dealer, participating underwriter, rating agency, NRMSIR, the SID or the MSRB, under the circumstances and in the manner permitted by the Rule. b. The City will give notice to each NRMSIR or the MSRB, and the SID, of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment. If the amendment changes the type of annual financial information to be provided, the annual financial information containing the amended financial information will include a narrative explanation of the effect of that change on the type of information to be provided. 4. Beneficiaries. The Undertaking evidenced by this section shall inure to the benefit of the City and any holder of Bonds, and shall not inure to the benefit of or create any rights in any other person. 5. Termination of Undertaking. The City's obligations under this Undertaking shall terminate upon the legal defeasance of all of the Bonds. In addition, the City's obligations under this Undertaking shall terminate if those provisions of the Rule which require the City to comply with this Undertaking become legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of nationally recognized bond counsel or other counsel familiar with federal securities laws delivered to the City, and the City provides timely notice of such termination to each NRMSIR or the MSRB and the SID. 6. Remedy for Failure to Comply with Undertaking. As soon as practicable after the City learns of any failure to comply with the Undertaking, the City will proceed with due diligence to cause such noncompliance to be corrected. No failure by the City or other obligated person to comply with the Undertaking shall constitute a default in respect of the Bonds. The sole remedy of any holder of a Bond shall be to take such actions as that holder deems necessary, including seeking an order of specific performance from an appropriate court, to compel the City or other obligated person to comply with the Undertaking. 7. Designation of Official Responsible to Administer Undertaking. The Finance Director of the City (or such other officer of the City who may in the future perform the duties of that office) or his or her designee is authorized and directed in his or her discretion to take such further actions as may be necessary, appropriate or convenient to carry out the Undertaking of the City in respect of the Bonds set forth in this section and in accordance with the Rule, including, without limitation, the following actions: provided; b. Determining whether any event specified in subsection (a) has occurred, assessing its materiality with respect to the Bonds, and, if material, preparing and disseminating notice of its occurrence; c. Determining whether any person other than the City is an "obligated person" within the meaning of the Rule with respect to the Bonds, and obtaining from such person an undertaking to provide any annual financial information and notice of material events for that person in accordance with the Rule; General Tax Bond 2003 a. Preparing and filing the annual financial information undertaken to be 10 d. Selecting, engaging and compensating designated agents and consultants, including but not limited to financial advisors and legal counsel, to assist and advise the City in carrying out the Undertaking; and e. Effecting any necessary amendment of the Undertaking. Section 19. Bond Insurance. The City is authorized to purchase from the Bond Insurer the Financial Guaranty Insurance Policy insuring the prompt payment of the principal of and interest on the Bonds and agrees to the conditions for obtaining that policy, including the payment of the premium therefor. Any notice required to be given to the Bond Insurer shall be sent by certified or registered mail to Ambac Assurance Corporation, One State Street Plaza, New York, New York 10004. While the Financial Guaranty Insurance Policy is in effect, the City or the Bond Registrar shall furnish to the Bond Insurer (to the attention of the Surveillance Department, unless otherwise indicated): a. As soon as practicable after the filing thereof, copies of any financial statements, audits and annual reports of the City; b. copies of any notices given to the registered owners of the Bonds, including, without limitation, notices of any redemption of or defeasance of Bonds, and any certificate rendered pursuant to this resolution relating to the security for the Bonds at no cost to the Bond Insurer; c. to the extent that the City has entered into a continuing disclosure agreement with respect to the Bonds, the Bond Insurer shall be included as a party to be notified; and d. such additional information the Bond Insurer may reasonably request. The Bond Registrar shall notify the Bond Insurer (to the attention of the General Counsel Office) of any failure of the City to provide relevant notices and certificates. The City will permit the Bond Insurer to discuss the affairs, finances and accounts of the City or any information the Bond Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the City. The Bond Registrar and the City will permit the Bond Insurer to have access to and make copies of all books and records relating to the Bonds at any reasonable time. The Bond Insurer shall have the right to direct an accounting at the City's expense, and the City's failure to comply with such direction within 30 days after receipt of written notice of the direction from the Bond Insurer shall be deemed a default hereunder unless compliance cannot occur within such period. In that event and only if an extension would not materially adversely affect the interest of any registered owner of the Bonds, that 30 -day period will be extended so long as compliance is begun within that period and diligently pursued. Section 20. Payment Procedures Under Financial Guaranty Policy. The Bond Insurer requires that the following sections be included in this resolution: "As long as the bond insurance shall be in full force and effect, the Obligor, the Trustee and any Paying Agent agree to comply with the following provisions "(a) At least one (1) day prior to all Interest Payment Dates the Trustee or Paying Agent [the Bond Registrar], if any, will determine whether there will be sufficient funds in the Funds and Accounts to pay the principal of or interest on the Obligations on such Interest Payment Date. If the Trustee or Paying Agent, if any, determines that there will be insufficient funds in such Funds or Accounts, the Trustee or Paying Agent, if any, shall so notify Ambac Assurance. Such notice shall specify the amount of the anticipated deficiency, the Obligations to which such deficiency is applicable and whether such Obligations will be deficient as to principal or interest, or both. If the Trustee or Paying Agent, if any, has not so notified Ambac Assurance at least one (1) day prior to an Interest Payment Date, Ambac Assurance will make payments of principal or interest due on the Obligations on or before the first (1st) day next following the date on which Ambac Assurance shall have received notice of nonpayment from the Trustee or Paying Agent, if any. General Tax Bond 2003 11 "(b) the Trustee or Paying Agent, if any, shall, after giving notice to Ambac Assurance as provided in (a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of New York as insurance trustee for Ambac Assurance or any successor insurance trustee (the "Insurance Trustee the registration books of the Obligor maintained by the Trustee or Paying Agent, if any, and all records relating to the Funds and Accounts maintained under this resolution. "(c) the Trustee or Paying Agent, if any, shall provide Ambac Assurance and the Insurance Trustee with a list of registered owners of Obligations entitled to receive principal or interest payments from Ambac Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Obligations entitled to receive full or partial interest payments from Ambac Assurance and (ii) to pay principal upon Obligations surrendered to the Insurance Trustee by the registered owners of Obligations entitled to receive full or partial principal payments from Ambac Assurance, "(d) the Trustee or Paying Agent, if any, shall, at the time it provides notice to Ambac Assurance pursuant to (a) above, notify registered owners of Obligations entitled to receive the payment of principal or interest thereon from Ambac Assurance (i) as to the fact of such entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest payments next coming due upon proof of Holder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from Ambac Assurance, they must surrender their Obligations (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such Obligations to be registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not the Trustee or Paying Agent, if any, and (iv) that should they be entitled to receive partial payment of principal from Ambac Assurance, they must surrender their Obligations for payment thereon first to the Trustee or Paying Agent, if any, who shall note on such Obligations the portion of the principal paid by the Trustee or Paying Agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. "(e) in the event that the Trustee or Paying Agent, if any, has notice that any payment of principal of or interest on a Bond which has become Due for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee or Paying Agent, if any, shall, at the time Ambac Assurance is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee or Paying Agent, if any, shall furnish to Ambac Assurance its records evidencing the payments of principal of and interest on the Obligations which have been made by the Trustee or Paying Agent, if any, and subsequently recovered from registered owners and the dates on which such payments were made. "(f) in addition to those rights granted Ambac Assurance under this resolution, Ambac Assurance shall, to the extent it makes payment of principal of or interest on Obligations, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee or Paying Agent, if any, shall note Ambac Assurance's rights as subrogee on the registration books of the Obligor maintained by the Trustee or Paying Agent, if any, upon receipt from Ambac Assurance of proof of the payment of interest thereon to the registered owners of the Obligations, and (ii) in the case of subrogation as to claims for past due principal, the Trustee or Paying Agent, if any, shall note Ambac Assurance's rights as subrogee on the registration books of the Obligor maintained by the Trustee or Paying Agent, if any, upon surrender of the Obligations by the registered owners thereof together with the proof of the payment of principal thereof." General Tax Bond 2003 12 Section 21. Parties Interested Herein. To the extent that this resolution confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by reason of this resolution, the Bond Insurer is explicitly recognized as being a third -party beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or granted hereunder. Nothing expressed or implied in this resolution is intended or shall be construed to confer upon, or to give or grant to, any person or entity, other than the City, the Bond Insurer and the registered owners of the Bonds, any right, remedy or claim under or by reason of this resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this resolution contained by and on behalf of the City shall be for the sole and exclusive benefit of the City, the Bond Insurer and the registered owners of the Bonds. Notwithstanding any other provision of this resolution, the City shall notify the Bond Insurer immediately if at any time there are insufficient funds to make any payments of principal and /or interest as required and immediately upon the occurrence of any event of default hereunder. Anything in this resolution to the contrary notwithstanding, upon the occurrence and continuance of an event of default, the Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bond owners for the benefit of the Bond owners pursuant to state law. Any provision of this resolution expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any manner which affects the rights of the Bond Insurer hereunder without the prior written consent of the Bond Insurer. Unless otherwise provided in this section, the Bond Insurer's consent shall be required, in addition to Bond owner consent, when required, for the following purposes: (i) execution and delivery of any supplemental resolution, and (ii) initiation or approval of any other action which requires Bond owner consent. Any reorganization or liquidation plan with respect to the City must be acceptable to the Bond Insurer. In the event of any reorganization or liquidation, the Bond Insurer shall have the right to vote on behalf of all Bond owners who hold Ambac Assurance- insured bonds absent a default by the Bond Insurer under the applicable Financial Guaranty Insurance Policy insuring such bonds. Section 22. Severability. If any section, subsection, paragraph, sentence, clause or phrase of this ordinance or its application to any person or situation should be held to be invalid or unconstitutional for any reason by a court to competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of the remaining portions of this ordinance or its application to any other person or situation. Section 23. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in force five days following its passage and publication as required by law. JAS SIrD BY THE CITY COUNCIL OF THE 2 OF TUKWILA, WASHINGTON, at a eeting thereof this day of z i 2003. ATTEST /AUTHENTICATED: C A„-4/1/4...C1..t ,/ane E. Cantu, CMC, City Clerk APPROVED S TO FORM BY: Lk, Office of the Cify Attorney General Tax Bond 2003 Steven M. Mullet, Mayor Filed with the City Clerk: 9 Passed by the City Council: 9 Published: 9- /%2 Effective Date: -/'2 G "3 Ordinance Number: U:2 7 13 CERTIFICATION I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City hereby certify as follows: 1. The attached copy of Ordinance No. 2027 (the "Ordinance is a full, true and correct copy of an ordinance duly passed at a special meeting following the regular meeting of the City Council of the City held at the regular meeting place thereof on September 8, 2003, as that ordinance appears on the minute book of the City; and the Ordinance will be in full force and effect five days after the publication of its summary in the City's official newspaper; and 2. Written notice specifying the time and place of the special meeting and noting the business to be transacted was given to all members of the City Council by mail or by personal delivery at least 24 hours prior to the special meeting, a true and complete copy of which notice is attached hereto as Appendix 1; and 3. No local radio or television stations, or newspapers of general circulation, have on file with the City a written request to be notified of any special meetings; and 4. A quorum of the members of the City Council was present throughout the meeting and a majority of those members present voted in the proper manner for the passage of the Ordinance. 2003. 50306361 06 IN WITNESS WHEREOF, I have hereunto set my hand this g day of September, CITY OF TUKWILA, WASHINGTON 0_ z r ang E. Cantu, City Clerk Appendix A CITY OF TUKWILA NOTICE OF CITY COUNCIL SPECIAL MEETING NOTICE IS HEREBY GIVEN the Tukwila City Council will hold a special meeting on Monday, September 8, 2003, immediately following the Committee of Whole meeting, at Tukwila City Hall, 6200 Southcenter Blvd., Tukwila. The City Council will consider the following: 1. An ordinance relating to contracting indebtedness, providing for the issuance of limited tax general obligation bonds re: Foster Golf Course Clubhouse, Arterial Street Improvements and sale of South Park Bridge to King County. 2. Authorize Mayor to sign an agreement with Lehman Brothers, Inc., to purchase bonds from the City of Tukwila. This is a 24 -hour notice and not required by law to be published. Emailed to the Seattle Times: 09-04-03 Se V, N Jane E. Cantu, CMC, City Clerk City of Tukwila, Washington 6200 Southcenter Boulevard Tukwila, Washington 98188 Lehman Brothers Inc. 701 Fifth Avenue, Suite 7101 Seattle, Washington 98104 Re: City of Tukwila, Washington $9,850,000 Linnted Tax General Obligation Bonds, Series 2003A and $2,200,000 Limited Tax General Obligation Bonds, Series 2003T (Taxable) Dear Ladies and Gentlemen: EXHIBIT B [Letterhead of Foster Pepper Shefelman PLLC] September 25, 2003 At the request of the City of Tukwila, Washington (the "City we have served as bond counsel to the City in connection with the issuance of $9,850,000 aggregate principal amount of the City's Limited Tax General Obligation Bonds, Series 2003A (the "2003A Bonds and $2,200,000 aggregate principal amount of the City's Limited Tax General Obligation Bonds, Series 2003T (Taxable) (the "2003T Bonds" and together with the 2003A Bonds, the "Bonds All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Ordinance No. 2027 of the City (the "Bond Ordinance passed by the City Council on September 8, 2003, or in the bond purchase contract, dated September 8, 2003 (the "Purchase Contract between the City and Lehman Brothers Inc., as Underwriter for the Bonds. In such connection we have examined a certified transcript of proceedings relating to the issuance of the Bonds and such letters, documents and materials relating to the Bonds, including the Bond Ordinance, certain portions (referred to hereinafter) of the Preliminary Official Statement dated August 28, 2003 and the Official Statement dated September 2003 and such other documents and materials as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. This opinion is being delivered to each of you pursuant to the requirements of Section 7(d)(3) of the Purchase Contract. Based upon such examination, it is our opinion that: 1. The City has the requisite right and power under the Constitution and the laws of the state of Washington (the "State to pass the Bond Ordinance and the Bond Ordinance has been duly and lawfully passed by the City, is in full force and effect, is valid and binding on the City and is enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the rights and remedies of creditors and principles of equity if equitable principles are sought. 2. The City has all requisite right, power and authority to execute and deliver the Purchase Contract, to perform its obligations thereunder and to carry out the transactions described therein; the Purchase Contract has been duly and lawfully authorized, executed and delivered by the City, is in full force and effect, and, assuming due authorization, execution and delivery by the Underwriter, is the legal, valid and binding obligation of the City enforceable against it in accordance with its terms except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors or as to the availability of any particular equitable remedy. 3. All authorizations, approvals or other actions required for the valid execution and delivery by the City of the Bond Ordinance and the Purchase Contract have been obtained and no authorization, approval or other action of the United States of America, the State or any other governmental authority or agency is required therewith, except as otherwise disclosed in the Official Statement. The execution and delivery by the City of the Purchase Contract and the Bonds, and the passage by the City of the Bond Ordinance does not conflict with any existing law of the State or of the United States or the Bond Ordinance. 4. The City has duly ratified the distribution of the Preliminary Official Statement and has duly authorized the execution and delivery of the Official Statement and the distribution thereof by the Underwriter. 5. The statements contained in the Official Statement under the captions "THE BONDS;" "SOURCES AND USES OF BOND PROCEEDS;" "TAXING POWER AND LIMITATIONS `Levy Limitation' and `Initiatives and Referenda;' and "LEGAL AND TAX INFORMATION `Litigation,' `Tax Exemption of the Series 2003A Bonds,' `Certain Other Federal Tax Consequences Relating to the Series 2003A Bonds,' `Tax Treatment of the Series 2003T Bonds' and `Continuing Disclosure'," insofar as the statements under these captions purport to describe certain provisions of the Bonds, the Bond Ordinance, the laws of the State of Washington, or federal securities and federal tax laws, are true and correct in all material respects; provided, however, that no opinion is expressed as to any statistical or financial information contained therein or information regarding Ambac Assurance Corporation or The Depository Trust Company and provided further, that our opinion with respect to the statements contained in the Official Statement under the caption "LEGAL AND TAX INFORMATION 'Litigation,'" is qualified to our actual knowledge, after due inquiry. 6. Although we have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Official Statement, including the appendices thereto (except to the extent expressly set forth in paragraph 5 above), we have participated in the preparation of the Official Statement with representatives of the City's Finance Department and, in the course of such participation, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement no facts have come to our attention that caused us to believe that the Official Statement (except for financial and statistical data contained therein, as to which we express no view) as of its date, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein for the purposes for which the Official Statement is to be used or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 7. The Bond Ordinance, the Purchase Contract, the 2003A Bonds and the 2003T Bonds conform in all material respects as to form and tenor with the terms and provisions thereof as summarized and set out in the Official Statement. 8. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and of Section 304(a)(4) of the Trust Indenture Act of 1939, as amended; and it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bond Ordinance under the Trust Indenture Act of 1939, as amended. The foregoing opinion is being delivered solely to you in connection with the execution and delivery of the Bonds and may not be relied on by you for any other purpose or by any other person for any purpose without our written consent. No attorney- client relationship has existed or exists between our firm and any addressee hereof other than the City in connection with the Bonds or by virtue of this letter. We consent to the references to us contained in the Official Statement. Respectfully submitted, FOSTER PEPPER SHEFELMAN PLLC SUMMARY OF ORDINANCE No. 2027 City of Tukwila, Washington On September 2, 2003, the City Council of the City of Tukwila, Washington, adopted Ordinance No. 2027, the main points of which are summarized by its title as follows: An Ordinance of the City Council of the City of Tukwila, Washington, relating to contracting indebtedness; providing for the issuance of $9,850,000 par value of Limited Tax General Obligation Bonds, Series 2003A and $2,200,000 par value of Limited Tax General Obligation Bonds, Series 2003T (taxable) of the City for general City purposes to provide funds with which to reimburse itself for a part of the cost of transferring certain property between the City and King County, to pay or reimburse itself for a part of the cost of making various arterial street improvements, to redeem the City's outstanding Limited Tax General Obligation Bond Anticipation Note, 2000 (Foster Golf Course), to make certain improvements to the Foster Golf Course Clubhouse, for other City purposes, and to pay the costs of issuance of the bonds; fixing the date, form, maturities, interest rates, terms and covenants of the bonds; establishing a Note Redemption Fund and a Project Fund; and approving the sale and providing for the delivery of the bonds to Lehman Brothers Inc. of Seattle, Washington; providing for severability and establishing an effective date. The full text of this ordinance will be mailed upon request. Approved by the City Council at a Special Meeting on September 2, 2003. 7 Jare E. Cantu, CMC, City Clerk Published Seattle Times: September 1 2, 2003 d