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HomeMy WebLinkAboutOrd 2216 - $6,180,000 Limited Tax General Obligation Bonds - 1999 BondsCity of Tukwila Washington Ordinance No. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUKWILA, WASHINGTON, RELATING TO CONTRACTING INDEBTEDNESS; PROVIDING FOR THE ISSUANCE OF $6,180,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2008, OF THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO PAY THE COST OF ADVANCE REFUNDING A PORTION OF THE CITY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS, 1999, AND PAYING THE ADMINISTRATIVE COSTS OF SUCH REFUNDING AND THE COSTS OF ISSUANCE AND SALE OF SUCH BONDS; FIXING THE DATE, FORM, MATURITIES, INTEREST RATES, TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A BOND FUND; PROVIDING FOR AND AUTHORIZING THE PURCHASE OF CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE SALE OF THE BONDS HEREIN AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY DERIVED FROM THOSE INVESTMENTS; AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH U.S. BANK NATIONAL ASSOCIATION OF SEATTLE, WASHINGTON, AS REFUNDING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; PROVIDING FOR THE PURCHASE OF BOND INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO SEATTLE NORTHWEST SECURITIES CORPORATION OF SEATTLE, WASHINGTON; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 1884 (the "Refunded Bond Ordinance the City of 1 ukwila, Washington (the "City issued and sold its $10,000,000 par value Limited Tax General Obligation Bonds, 1999 (the "1999 Bonds for the purpose of providing funds with which to pay and redeem the City's outstanding Limited Tax General Obligation Bond Anticipation Note, 1998 (City Hall), and to pay a part of the cost of acquiring property for and constructing a City office and resource facility, parking area and other developments in connection with the Tukwila Village Program, and by that ordinance reserved the right to redeem the 1999 Bonds maturing on or after December 1, 2010, prior to their maturity at any time on or after December 1, 2009, at a price of par plus accrued interest to the date fixed for redemption; and WHEREAS, there are presently outstanding $6,260,000 par value of 1999 Bonds maturing on December 1 of each of the years 2010 through 2016 (inclusive), and 2019, and bearing various interest rates from 5.20% to 5.70% (the "Refunded Bonds and WHEREAS, after due consideration, it appears to the City Council that the Refunded Bonds may be refunded by the issuance and sale of the limited tax general obligation refunding bonds authorized herein (the 'Bonds so that a substantial savings will be effected by the difference between the principal and interest cost over the life of the Bonds and the principal and interest cost over the life of the Refunded Bonds but for such refunding, which refunding will be effected by carrying out the Refunding Plan, as defined below; and WHEREAS, to effect that refunding in the manner that will be most advantageous to the City, it is found necessary and advisable that certain Acquired Obligations C: \Documents and Settings\All Users\ Desktop \Kelly`.MSDATA \Ordinances \Bond doc SH:ksn 12/1/2008 Page 1 of 13 (defined below) bearing interest and maturing at such time or times as necessary to accomplish the refunding as aforesaid be purchased out of a portion of the proceeds of the Bonds; and WHEREAS, the City Council deems it to be in the best interests of the City to issue and sell the Bonds to pay part of the cost of advance refunding the Refunded Bonds and to pay the administrative costs of such refunding and the costs of issuance and sale of the Bonds; and WHEREAS, Seattle Northwest Securities Corporation 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, Assured Guaranty Corp. 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 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 TUKWILA, WASHINGTON, HEREBY ORDAINS AS FOLLOWS: Section 1. Definitions. For the purposes of this ordinance the words or phrases defined in this section shall have the following meanings: 1. "Acquired Obligations" means those United States Treasury Certificates of Indebtedness, Notes, and Bonds -State and Local Government Series and other direct, non callable obligations of the United States of America purchased to accomplish the refunding of the Refunded Bonds as authorized by this ordinance. 2. "Bond Fund" means the Limited Tax General Obligation Refunding Bond Fund, 2008, created by this ordinance for the payment of the Bonds. 3. "Bond Insurer" means Assured Guaranty Corp. 4. "Bond Register" means the books or records maintained by the Bond Registrar containing the name and mailing address of the owner of each Bond and the principal amount and number of Bonds held by each owner. 5. "Bond Registrar" means the Fiscal Agent. 6. "Bonds" means the $6,180,000 par value Limited Tax General Obligation Refunding Bonds, 2008, of the City issued pursuant to and for the purposes provided in this ordinance. 7. "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. 8. "Code" means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. 9. "DTC" means The Depository Trust Company, New York, New York. 10. "Financial Guaranty Insurance Policy" means the financial guaranty insurance policy issued by the Bond Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. 11. "Fiscal Agent" means the fiscal agent of the State of Washington, as the same may be designated by the State from time to time. 12. "Letter of Representations" means the Blanket Issuer Letter of Representations dated October 18, 1999, between the City and DTC, as it may be amended from time to time. 13. "Refunded Bonds" means all of the outstanding Limited Tax General Obligation Bonds, 1999, of the City maturing in the years 2010 through 2016, inclusive, and in 2019, issued pursuant to Ordinance No. 1884, the refunding of which has been provided for by this ordinance. C: \Documents and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 2 of 13 14. "Refunding Plan" means: a. the deposit of a sufficient amount of the proceeds of the Bonds with the Refunding Trustee for the purchase of the Acquired Obligations; b. the payment of the interest on the Refunded Bonds when due up to and including December 1, 2009, and the call, payment, and redemption on December 1, 2009, of all of the outstanding Refunded Bonds at a price of par; and c. the payment of the costs of issuing the Bonds and the costs of carrying out the foregoing elements of the Refunding Plan. 15. "Refunding Trust Agreement" means a Refunding Trust Agreement between the City and the Refunding Trustee substantially in the form of that which is on file with the City Clerk and by this reference incorporated herein. 16. "Refunding Trustee" means U.S. Bank National Association of Seattle, Washington, serving as trustee or escrow agent or any successor trustee or escrow agent. Section 2. 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 2008 is $4,437,340,786, and the City has outstanding general indebtedness evidenced by limited tax general obligation bonds in the principal amount of $20,843,000 incurred within the limit of up to 1 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 $6,180,000. Section 3. 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 amount of $6,180,000 for general City purposes to provide the funds to advance refund the Refunded Bonds by carrying out the Refunding Plan. The general indebtedness to be incurred shall be within the limit of up to 1 of the value of the taxable property within the City permitted for general municipal purposes without a vote of the qualified voters therein. Section 4. Description of Bonds. The Bonds shall be called Limited Tax General Obligation Refunding Bonds, 2008. The Bonds shall be dated the date of their initial 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 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 June 1, 2009 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 follows: Maturity Interest Maturity Interest Years Amounts Rates Years Amounts Rates 2009 35,000 4.00% 2015 $630,000 4.00% 2010 515,000 4.00 2016 655,000 4.00 2011 535,000 4.00 2017 680,000 6.00 2012 550,000 4.00 2018 720,000 6.00 2013 500,000 4.00 2019 765,000 6.00 2014 595,000 6.00 Section 5. 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. C: \Documents and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 3ofl3 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 DTC. The Bonds so registered shall be held in fully immobilized form by DTC as depository in accordance with the provisions of the Letter of Representations. Neither the City nor the Bond Registrar shall have any responsibility or obligation to DTC participants or the persons for whom they act as nominees 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. 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 6. 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 15th day of the month preceding the interest payment date or, if requested in writing by a registered owner of $1,000,000 or more in principal amount of Bonds prior to the applicable record date, by wire transfer on the interest payment date. Principal of the Bonds shall be payable upon presentation and surrender of the Bonds by the registered owners to the Bond Registrar. 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 7. Redemption Provisions and Open Market Purchase of Bonds. A. The Bonds shall be issued without the right or option of the City to redeem the Bonds prior to their stated maturity dates. C: \Documents and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 4 of 13 B. The City 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. All Bonds purchased under this section shall be cancelled. Section 8. Failure to Redeem Bonds. If any Bond is not redeemed when properly presented at its maturity, the City shall be obligated to pay interest on that Bond at the same rate provided in the Bond from and after its maturity 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 Fund 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 therefore, 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. 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: CERTIFICATE OF AUTHENTICATION This Bond is one of the fully registered City of Tukwila, Washington, Limited Tax General Obligation Refunding Bonds, 2008, described in the Bond Ordinance. WASHINGTON STATE FISCAL AGENT Bond Registrar By Authorized Signer C. 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. D. 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. Section 11. Bond Registrar. 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 C: \Documents and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 5 of 13 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 Bonds. The City covenants that it will take all actions necessary to prevent interest on the 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 Bonds or other funds of the City treated as proceeds of the Bonds at any time during the term of the Bonds which will cause interest on the 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 Code is applicable to the Bonds, take all actions necessary to comply (or to be treated as having complied) with that requirement in connection with the 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 Bonds from being included in gross income for federal income tax purposes. Section 13. Designation of Bonds as "Qualified Tax Exempt Obligations." The City has determined and certifies that: 1. the Bonds are not "private activity bonds" within the meaning of Section 141 of the Code; 2. 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 Bonds are issued will not exceed $10,000,000; and 3. the amount of tax exempt obligations, including the Bonds, designated by the City as "qualified tax exempt obligations" for the purposes of Section 265(b)(3) of the Code during the calendar year in which the Bonds are issued does not exceed $10,000,000. The City designates the Bonds as "qualified tax exempt obligations" for the purposes of Section 265(b)(3) of the Code. Section 14. 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 C: \Documents and Settings \All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 6 of 13 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, and the Bond Insurer shall be subrogated to the rights of the registered owners. Section 15. Bond Fund. The Bond Fund is created and established in the office of the City Finance Director as a special fund designated the Limited Tax General Obligation Bond Fund, 2008 (the "Bond Fund for the purpose of paying principal of and interest on the Bonds. Accrued interest on the Bonds, if any, received from the sale and delivery of those Bonds shall be paid into the Fund. All taxes collected for and allocated to the payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund. Section 16. Refunding of Refunded Bonds. A. Appointment of Refunding Trustee. U.S. Bank National Association of Seattle, Washington, is appointed Refunding Trustee. B. Use of Bond Proceeds; Acquisition of Acquired Obligations. All of the proceeds of the sale of the Bonds, exclusive of the accrued interest thereon (if any) which shall be paid into the Bond Fund, shall be deposited immediately upon the receipt thereof with the Refunding Trustee and used to discharge the obligations of the City relating to the Refunded Bonds under Ordinance No. 1884 by providing for the payment of the amounts required to be paid by the Refunding Plan. To the extent practicable, such obligations shall be discharged fully by the Refunding Trustee's simultaneous purchase of the Acquired Obligations, bearing such interest and maturing as to principal and interest in such amounts and at such times so as to provide, together with a beginning cash balance, if necessary, for the payment of the amount required to be paid by the Refunding Plan. The Acquired Obligations are listed and more particularly described in Exhibit A attached to the Refunding Trust Agreement between the City and the Refunding Trustee, but are subject to substitution as set forth below. Any Bond proceeds or other money deposited with the Refunding Trustee not needed to purchase the Acquired Obligations and provide a beginning cash balance, if any, and pay the costs of issuance of the Bonds shall be returned to the City at the time of delivery of the Bonds to the initial purchaser thereof and deposited in the Bond Fund to pay interest on the Bonds on the first interest payment date. C. Substitution of Acquired Obligations. Prior to the purchase of any Acquired Obligations by the Refunding Trustee, the City reserves the right to substitute other direct, non callable obligations of the United States of America "Substitute Obligations for any of the Acquired Obligations and to use any savings created thereby for any lawful City purpose if, 1. in the opinion of Foster Pepper PLLC, the City's bond counsel, the interest on the Bonds and the Refunded Bonds will remain excluded from gross income for federal income tax purposes under Sections 103, 148, and 149(d) of the Code; and C: \Documents and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 7of13 2. such substitution shall not impair the timely payment of the amounts required to be paid by the Refunding Plan, as verified by a nationally- recognized independent certified public accounting firm. D. After the purchase of the Acquired Obligations by the Refunding Trustee, the City reserves the right to substitute therefor cash or Substitute Obligations subject to the conditions that such money or securities held by the Refunding Trustee shall be sufficient to carry out the Refunding Plan, that such substitution will not cause the Bonds and the Refunded Bonds to be arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in effect on the date of such substitution and applicable to obligations issued on the issue date of the Bonds, and that the City obtain, at its expense: 1. a verification by a nationally- recognized independent certified public accounting firm acceptable to the Refunding Trustee confirming that the payments of principal of and interest on the substitute securities, if paid when due, and any other money held by the Refunding Trustee will be sufficient to carry out the Refunding Plan; and 2. an opinion from Foster Pepper PLLC, bond counsel to the City, its successor, or other nationally recognized bond counsel to the City, to the effect that the disposition and substitution or purchase of such securities, under the statutes, rules, and regulations then in force and applicable to the Bonds, will not cause the interest on the Bonds or the Refunded Bonds to be included in gross income for federal income tax purposes and that such disposition and substitution or purchase is in compliance with the statutes and regulations applicable to the Bonds. Any surplus money resulting from the sale, transfer, other disposition, or redemption of the Acquired Obligations and the substitutions therefor shall be released from the trust estate and transferred to the City to be used for any lawful City purpose. E. Administration of Refunding Plan. The Refunding Trustee is authorized and directed to purchase the Acquired Obligations (or substitute obligations) and to make the payments required to be made by the Refunding Plan from the Acquired Obligations (or substitute obligations) and money deposited with the Refunding Trustee pursuant to this ordinance. All Acquired Obligations (or substitute obligations) and the money deposited with the Refunding Trustee and any income therefrom shall be held irrevocably, invested and applied in accordance with the provisions of Ordinance No. 1884, this ordinance, chapter 39.53 RCW and other applicable statutes of the State of Washington and the Refunding Trust Agreement. All necessary and proper fees, compensation, and expenses of the Refunding Trustee for the Bonds and all other costs incidental to the setting up of the escrow to accomplish the refunding of the Refunded Bonds and costs related to the issuance and delivery of the Bonds, including bond printing, verification fees, bond insurance premium, bond counsel's fees, and other related expenses, shall be paid out of the proceeds of the Bonds. F. Authorization for Refunding Trust Agreement. To carry out the Refunding Plan provided for by this ordinance, the Mayor or the Finance Director of the City is authorized and directed to execute and deliver to the Refunding Trustee a Refunding Trust Agreement substantially in the form on file with the City Clerk and by this reference made a part hereof setting forth the duties, obligations and responsibilities of the Refunding Trustee in connection with the payment, redemption, and retirement of the Refunded Bonds as provided herein and stating that the provisions for payment of the fees, compensation, and expenses of such Refunding Trustee set forth therein are satisfactory to it. Prior to executing the Refunding Trust Agreement, the Mayor or Finance Director of the City is authorized to make such changes therein that do not change the substance and purpose thereof or that assure that the escrow provided therein and the Bonds are in compliance with the requirements of federal law governing the exclusion of interest on the Bonds from gross income for federal income tax purposes. C: \Documents and SettingskAll Users\ Desktop\ Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 8 of 13 Section 17. Call for Redemption of the Refunded Bonds. The City calls for redemption on December 1, 2009, all of the outstanding Refunded Bonds at a price of par plus accrued interest. Such call for redemption shall be irrevocable after the delivery of the Bonds to the initial purchaser thereof. The date on which the Refunded Bonds are herein called for redemption is the first date on which those bonds may be called. The proper City officials are authorized and directed to give or cause to be given such notices as required, at the times and in the manner required, pursuant to Ordinance No. 1884 in order to effect the redemption prior to their maturity of the Refunded Bonds. Section 18. City Findings with Respect to Refunding. A. The City Council of the City finds and determines that the issuance and sale of the Bonds at this time will effect a savings to the City and is in the best interest of the City and its taxpayers and in the public interest. In making such finding and determination, the City Council has given consideration to the fixed maturities of the Bonds and the Refunded Bonds, the costs of issuance of the Bonds and the known earned income from the investment of the proceeds of the issuance and sale of the Bonds and other money of the City, if any, used in the Refunding Plan pending payment and redemption of the Refunded Bonds. B. The City Council further finds and determines that the money to be deposited with the Refunding Trustee for the Refunded Bonds in accordance with Section 16 of this ordinance will discharge and satisfy the obligations of the City under Ordinance No. 1884 with respect to the Refunded Bonds, and the pledges, charges, trusts, covenants, and agreements of the City therein made or provided for as to the Refunded Bonds, and that the Refunded Bonds shall no longer be deemed to be outstanding under such ordinance immediately upon the deposit of such money with the Refunding Trustee. Section 19. Approval of Bond Purchase Contract. A. Seattle Northwest Securities Corporation 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. The City therefore 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 PLLC, municipal bond counsel of Seattle, Washington, regarding the Bonds. 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. All prior actions taken by the City consistent with the provisions of this ordinance are ratified, confirmed and approved. Section 20. Preliminary Official Statement Deemed Final. The City Council has been provided with copies of a preliminary official statement dated November 24, 2008 (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 United States Securities and Exchange Commission "SEC 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 C: \Documents and Settings\AII Users\ Desktop\ Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 9 of 13 maturity, maturity dates, options of redemption, delivery dates, ratings and other terms of the Bonds dependent on such matters. Section 21. Undertaking to Provide Continuing Disclosure. To meet the requirements of 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: A. 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: 1. To each nationally recognized municipal securities information repository "NRMSIR designated by the SEC in accordance with the Rule 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 (B) of this section "annual financial information 2. 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: a) principal and interest payment delinquencies; b) non payment related defaults; c) unscheduled draws on debt service reserves reflecting financial difficulties; difficulties; perform; the Bonds; Bonds); Bonds; and d) unscheduled draws on credit enhancements reflecting financial e) substitution of credit or liquidity providers, or their failure to f) adverse tax opinions or events affecting the tax exempt status of g) modifications to rights of holders of the Bonds; h) Bond calls (other than scheduled mandatory redemptions of Term i) defeasances; j) release, substitution, or sale of property securing repayment of the k) rating changes. 3. 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 (B) of this section. B. Type of Annual Financial Information Undertaken to be Provided. The annual financial information that the City undertakes to provide in subsection (A) of this section: 1. Shall consist of: a) 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; C: \Documents and SettingskAll Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 10 of 13 debt of the City; b) authorized, issued and outstanding balance of general obligation c) the assessed value of the property within the City subject to ad valorem taxation; and d) ad valorem tax levy rates and amounts and percentage of taxes collected. 2. 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, 2008. 3. 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. C. Amendment of Undertaking. 1) 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. 2) 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. D. 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. E. 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. F. 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. G. 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: 1. Preparing and filing the annual financial information undertaken to be provided; C: \Documents and Settings\All Users \Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 11 of 13 2. 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; 3. 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; 4. 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 5. Effecting any necessary amendment of the Undertaking. H. Centralized Dissemination Agent. To the extent authorized by the SEC, the City may satisfy the Undertaking by transmitting the required filings using http: /www.disclosureusa.org (or such other centralized dissemination agent as may be approved by the SEC). 22. Bond Insurance. The City Council finds that it is in the City's best interest to purchase, and that a savings will result from purchasing, the Financial Guaranty Insurance Policy for the Bonds. The City shall 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. The Mayor is authorized to execute on behalf of the City a commitment for the purchase of the Financial Guaranty Insurance Policy, including such terms as he deems appropriate and consistent with the purposes of this ordinance, and any and all other documents required or requested in connection with the Financial Guaranty Insurance Policy. 23. 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. 24. Effective Date. This ordinance or a summary thereof shall be published in the official newspaper of the City, and shall take effect and be in full force five days after passage and publication as provided by law. PASSED BY THE CITY COUNCIL OF THE CITOF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 1 0 m b->?/' 2008. Christy O'Flerty, CMC, City Clerk Ofe of the(ttorney ATTEST /AUTHENTICATED: n C: \Documents and Settings \AII Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Published: Effective Date: Ordinance Number: Filed with the City Clerk: 1- :)-t:7-0 Passed by the City Council: 1 1 (7 L /_e)fli Page 12 of 13 SUMMARY OF Ordinance No. 2216 City of Tukwila, Washington On December 1, 2008 the City Council of the City of Tukwila, Washington, adopted Ordinance No. 2216, 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 $6,180,000 PAR VALUE OF LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2008, OF THE CITY FOR GENERAL CITY PURPOSES TO PROVIDE FUNDS WITH WHICH TO PAY THE COST OF ADVANCE REFUNDING A PORTION OF THE CITY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION BONDS, 1999, AND PAYING THE ADMINISTRATIVE COSTS OF SUCH REFUNDING AND THE COSTS OF ISSUANCE AND SALE OF SUCH BONDS; FIXING THE DATE, FORM, MATURITIES, INTEREST RATES, TERMS AND COVENANTS OF THE BONDS; ESTABLISHING A BOND FUND; PROVIDING FOR AND AUTHORIZING THE PURCHASE OF CERTAIN OBLIGATIONS OUT OF THE PROCEEDS OF THE SALE OF THE BONDS HEREIN AUTHORIZED AND FOR THE USE AND APPLICATION OF THE MONEY DERIVED FROM THOSE INVESTMENTS; AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH U.S. BANK NATIONAL ASSOCIATION OF SEATTLE, WASHINGTON, AS REFUNDING TRUSTEE; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE OUTSTANDING BONDS TO BE REFUNDED; PROVIDING FOR THE PURCHASE OF BOND INSURANCE; AND APPROVING THE SALE AND PROVIDING FOR THE DELIVERY OF THE BONDS TO SEATTLE NORTHWEST SECURITIES CORPORATION 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 Regular Meeting thereof on December 1, 2008. Published Seattle Times: December 4, 2008 7 4 Christy O'Flahe y, CMC, City Clerk CERTIFICATION I, the undersigned, City Clerk of the City of Tukwila, Washington (the "City hereby certify as follows: 1. The attached copy of Ordinance No. (the "Ordinance is a full, true and correct copy of an ordinance duly passed at a regular meeting thereof on 0. 0, rn. h 2r 1 20 f as that ordinance appears on the minute book of the City; and the Ordinance will be in full force and effect five days after publication in the City's official newspaper as provided by law; and 2. 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. IN WITNESS WHEREOF, I have hereunto set my hand this day of 11 .0 r b or 20 C77 C: \Documents and Settings\All Users\ Desktop \Kelly\MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 CITY OF TUKWILA, WASHINGTON 0 1 Christy O'Flaher y, CMC, City Clerk U Page 13 of 13