Loading...
HomeMy WebLinkAbout08-127 - Seattle Northwest Securities - 1999 Bonds Refund SEATTLE- NORTTFWEST SECURITIES CORPORATION 08 -127 Council Approval 12/01/08 December 1, 2008 City of Tukwila 6200 Southcenter Boulevard Tukwila, Washington 98188 Re: City of Tukwila, Washington $6,180,000 Limited Tax General Obligation Refunding Bonds, 2008 Honorable Mayor and City Council: Seattle- Northwest Securities Corporation (the "Underwriter offers to enter into this purchase agreement (the "Purchase Agreement with the City of Tukwila, Washington (the "Issuer Each of the Underwriter and the Issuer may be referred to herein as a "Party" or collectively as the "Parties." This offer is contingent upon acceptance by the Issuer by execution and delivery of this Purchase Agreement to the Underwriter at or prior to 11:59 p.m. Pacific Time on the date hereof, by means of hand delivery, facsimile or other secure electronic transmission, such as a PDF file. Upon execution of this Purchase Agreement by the Parties, this Purchase Agreement will constitute a binding agreement between the Issuer and the Underwriter. Capitalized terms in this Purchase Agreement that are not otherwise defined herein shall have the meanings given to such terms in the Ordinance as defined below: 1. Authorization and Documents The issuance, sale and delivery of the Bonds (as defined below) shall be authorized by Ordinance No. 2216 (the "Ordinance adopted by the Mayor and City Council of the Issuer on December 1, 2008. The transaction at which the Bonds are delivered by the Issuer to the Underwriter and paid for by the Underwriter is referred to herein as the "Closing" and the date of such transaction, the "Closing Date." The Ordinance includes an undertaking to provide certain information to DisclosureUSA (so long as such method of disclosure continues to be approved by the Securities and Exchange Commission (the "SEC') for such purposes) or to nationally recognized municipal securities information repositories and regulatory bodies or their designees. The Ordinance and this Purchase Agreement are collectively referred to herein as the "Documents." 2. Purchase and Sale Subject to the terms and conditions of this Purchase Agreement, the Underwriter hereby agrees to purchase from the Issuer for offering to the public and the Issuer hereby agrees to sell to the Underwriter all, but not less than all of the $6,180,000 aggregate principal amount of Limited Tax General Obligation Refunding Bonds, 2008 (the 'Bonds The Bonds shall be dated, shall 1420 Fifth Avenue, Suite 4300 Seattle, WA 98101 (206) 628 -2882 1 www.seattlenorthwestcom Washington Oregon Idaho Utah Alaska Honorable Mayor and City CCoffilal City of Tukwila, Washington December 1, 2008 Page 2 mature, shall bear interest, shall be payable, and shall have redemption provisions, all as set forth in Exhibit C attached hereto. The Underwriter's purchase price for the Bonds also is set forth in Exhibit C. 3. Fiscal Agent; Insurance a) The fiscal agent of the state of Washington shall be the fiscal agent for the Bonds, serving as registrar, authenticating agent and paying agent (the "Bond Registrar The Bonds shall be payable and shall be secured as provided in the Ordinance and as described in the document entitled Preliminary Official Statement, which is dated November 24, 2008 and which describes the Issuer and the Bonds (the "POS b) Payment when due of the regularly scheduled principal of and interest on the Bonds shall be insured by a municipal bond insurance policy (the "Policy issued by Assured Guaranty Corporation (the "Insurer 4. Offering The Underwriter agrees to make a bona fide public offering of all the Bonds, at prices not in excess of the initial public offering prices or at yields not lower than the initial yields as set forth in Exhibit C attached hereto. 5. Official Statement a) In the Ordinance, the Issuer has ratified and "deemed final" the POS for purposes of Rule 15c2 -12 of the Securities Exchange Act of 1934, as amended (the "Rule The Issuer approves and ratifies the use and distribution by the Underwriter of the POS in connection with the public offering for sale of the Bonds by the Underwriter. b) The final official statement shall be substantially in the form of the POS with only such changes permitted by the Rule as shall have been reviewed by the Underwriter (such final official statement, incorporating such changes, if any, shall be referred to herein as the "Final Official Statement The Issuer shall cooperate with the Underwriter in the preparation of the Final Official Statement for delivery within seven (7) business days after the date hereof and, in any event, for delivery in sufficient time to accompany any order confirmation from the Underwriter to its customer, and in sufficient time to permit the Underwriter to comply with the provisions of the Rule and with all applicable rules of the Municipal Securities Rulemaking Board. C) The Issuer will not amend or supplement the Final Official Statement without the consent of the Underwriter. The Issuer agrees to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period (as defined below), any event shall occur, or information come to the attention of the Issuer, that would cause the Final Official Statement (whether or not previously supplemented or amended), as of its date, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they -2- Honorable Mayor and City Council City of Tukwila, Washington December 1, 2008 Page 3 were made, not misleading. If, in the opinion of the Issuer, such event requires the preparation and distribution of a supplement or amendment to the Final Official Statement, the Issuer at its expense and with Underwriter's assistance, shall amend or supplement the Final Official Statement in a form and manner approved by the Underwriter and will provide such number of copies of the supplement or amendment to the Final Official Statement, as the Underwriter may reasonably request. For purposes of this Purchase Agreement, the "End of the Underwriting Period" shall occur on the Closing Date. 6. Representations, Warranties and Covenants The Issuer represents, warrants and covenants to the Underwriter that as of the date hereof and as of the Closing Date: a) The Issuer is a municipal corporation duly organized and validly existing under the laws and Constitution of the State of Washington; b) The Issuer has duly adopted the Ordinance and it is a valid, legal and binding ordinance of the Issuer; C) The Issuer is duly authorized and has full legal right, power, and authority to issue, sell and deliver the Bonds and perform its obligations under the Documents; d) The Ordinance is in full force and effect and has not been superseded, rescinded or amended; e) The Issuer has full legal right, power and authority to and will apply or cause to be applied the proceeds of the Bonds as described in the Ordinance; f) The execution of and performance by the Issuer of its obligations under the Documents will not cause the Issuer to be (i) in violation of any constitutional provision, law, court decree, administrative regulation or judgment or (ii) in material default under any loan agreement, indenture, bond, note, resolution or other material agreement or instrument to which the Issuer is a party or to which the Issuer or any of its properties or assets is otherwise subject; g) All governmental approvals or authorizations required to be obtained by the Issuer prior to the Closing in connection with the issuance and delivery of the Bonds or the performance by the Issuer of its obligations under the Documents have been or will be obtained prior to Closing; h) No filing or registration of the Ordinance or other instrument or financing statement is required to be made to create, protect or preserve the pledge of taxing power under the Ordinance or is required for the validity and enforceability of the Ordinance; -3- Honorable Mayor and City CoiWl City of Tukwila, Washington December 1, 2008 Page 4 i) As of the Closing, the Bonds will be legal, valid and binding obligations of the Issuer, and, subject only to the laws of bankruptcy and insolvency, will be enforceable in accordance with their terms and will be in full force and effect; j) Except as described in the Final Official Statement there is no action, suit, proceeding, inquiry or investigation before or by any court, governmental agency, public board or body pending or, to the knowledge of the Issuer, threatened against the Issuer, (i) in any way questioning the legal existence of the Issuer or the titles of the officers of the Issuer to their respective offices; (ii) in any way affecting or contesting or seeking to prohibit, restrain or enjoin the issuance or delivery of the Bonds; (iii) wherein an unfavorable decision, ruling, or finding would have a material adverse effect on the collection and application of taxes that may be levied for the benefit of the Issuer for the payment of the Bonds, the financial condition of the Issuer, or would have an adverse effect on the validity or enforceability of the Bonds or the Ordinance, or which would in any way adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes; (iv) contesting the completeness or accuracy of the POS or the Final Official Statement; or (v) to the actual knowledge of the Issuer, there is no reasonable basis for any action, proceeding, inquiry or investigation of the nature described in the foregoing clauses (i) through (iv); k) The financial statements of the Issuer contained in the Final Official Statement fairly present the financial position of the Issuer as of the dates and for the periods therein set forth in accordance with the accounting standards applicable to the Issuer, and since the date thereof, there has been no material adverse change in the financial position of the Issuer; 1) In connection with the financing process, the Underwriter may have provided the format for and certain of the content for inclusion in the POS and may have assumed principal drafting responsibility for the preparation of the POS and may coordinate the preparation and dissemination of the Final Official Statement. The Issuer understands and acknowledges, however, that the ultimate responsibility for the POS and the Final Official Statement with respect to content, accuracy and completeness is the responsibility of the Issuer as an issuer of municipal securities. The Issuer hereby represents and warrants to the Underwriter that the POS did not, as of its date, and the Final Official Statement will not, as of its date and at the Closing Date, contain any untrue statement of material fact nor omit any statement or information which is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made with respect to information within the POS or the Final Official Statement relating to DTC, the book entry system, the Insurer or the Underwriter; and M) As described in the Final Official Statement, the Issuer failed to comply with its filing deadline of September 30 in the years 2004 through 2007 for its existing undertakings. Subsequently the Issuer complied on or about November 19, 2008 and implemented the procedures to ensure compliance thereafter. -4- Honorable Mayor and City Cu,,-<,il City of Tukwila, Washington December 1, 2008 Page 5 7. Termination The Underwriter may terminate its obligation under this Purchase Agreement, without liability therefor, by notifying the Issuer of its election to do so in writing if, after the execution of this Purchase Agreement and prior to the Closing, any one or more of the following events shall have occurred and such event, in the reasonable opinion of the Underwriter (i) would materially and adversely affect the marketability of the Bonds or the prices or yields of the Bonds as set forth in Exhibit C, or (ii) would materially and adversely affect the Underwriter's ability to enforce contracts for the sale of the Bonds: a) A material disruption in commercial banking or securities settlement or clearance services; or b) The United States shall have become engaged in hostilities or existing hostilities shall have escalated or a national emergency or other national or international calamity, including but not limited to terrorist attack(s) or other event; or C) A general suspension of trading or other material restrictions not in force as of the date of this Purchase Agreement on the New York Stock Exchange or other national securities exchange; or d) Declaration of a general banking moratorium by the United States, New York State or Washington State authorities; or e) Legislation with respect to eliminating or reducing the exemption from federal or state taxation for interest income received on obligations of the general character of the Bonds shall be introduced or enacted by the legislature of the State of Washington or by Congress of the United States or adopted by either the United States House of Representatives or the United States Senate or shall have been recommended to the Congress or otherwise endorsed for passage by the Treasury Department of the United States, the Internal Revenue Service or by the chairman of the Senate Finance Committee or a decision or an order or ruling with respect to eliminating or reducing such exemption, shall have been issued by a court of the United States, including the United States Tax Court, or by or on behalf of the Treasury Department of the United States or the Internal Revenue Service; or f) Legislation shall hereafter be enacted, or actively considered for enactment, or a decision by a court of the United States shall hereafter be rendered, or a ruling, stop order or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall hereafter be made, the effect of which is or would be that the offering and sale of the Bonds would be illegal or that: i) The Bonds are not exempt from the registration, qualification or similar requirements of the Securities Act of 1933, as amended and as then in effect (the "33 Act or distribution of the Bonds, as contemplated herein or in the Final Official Statement, is in violation of or not exempt from the registration, -5- Honorable Mayor and City C=icil City of Tukwila, Washington December 1, 2008 Page 6 qualification or other requirements of the 33 Act, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and then in effect or the Investment Company Act of 1940, as amended and then in effect (the "Investment Company Act or, in each case, the rules or regulations promulgated thereunder as then in effect; or ii) The Ordinance is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or iii) This Purchase Agreement is subject to the Investment Company Act or requires any registration under the Investment Company Act; or g) Any litigation, except as described in the Final Official Statement, shall be instituted or pending at Closing to restrain or enjoin the authorization, issuance, execution, sale or delivery of the Bonds or the execution and delivery of any of the Documents, or in any way contesting or affecting any authority for or the validity or enforceability of the Bonds, the Ordinance or any of the other Documents, any moneys or securities provided for the payment of the Bonds or the existence or powers of the Issuer; or h) Any legislation, ordinance, rule or regulation shall be introduced in or enacted by any governmental body, board, department or agency of Washington State or of the United States, or a decision by any court of competent jurisdiction within Washington State or any court of the United States shall be rendered materially affecting the Issuer or the Bonds; or i) There shall have been established any new restrictions on transactions in securities materially affecting the free market for securities or the extension of credit by, or the charge to the net capital requirements of the Underwriter, including without limitation, the fixing of minimum or maximum prices for trading or maximum ranges of prices, by any exchange, the Securities and Exchange Commission, any other federal or state agency or the Congress of the United States, or by Executive Order; or j) Except for such changes to the Final Official Statement as provided in Section 5(c) of this Purchase Agreement, there shall have been a material adverse change in the affairs of the Issuer or there shall exist any event or fact or set of facts that either (a) makes untrue or incorrect in any material respect any statement or information contained in the Final Official Statement or (b) is not reflected in the Final Official Statement but should be reflected therein to make the statements and information contained therein under the circumstances in which made not misleading in any material respect; or k) The withdrawal or downgrading of any rating of the Bonds by a national rating agency from those shown in (c)(i) of Exhibit B. -6- Honorable Mayor and City COMTcil City of Tukwila, Washington December 1, 2008 Page 7 8. Closing; Conditions of Closing The Closing shall occur on such date and at such time and place as is set forth in Exhibit C or otherwise agreed between the Issuer and the Underwriter, and subject to the satisfaction of the terms and conditions of this Purchase Agreement. At Closing, the following shall occur: the Issuer will deliver the duly executed Bonds or cause to be delivered to the fiscal agent for re- delivery through Fast Automated Transfer System to DTC and will deliver or cause to be delivered to the Underwriter the Ordinance; the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Exhibit C hereof in same day funds. The Issuer shall cause the applicable CUSIP identification numbers to be printed on the Bonds of each maturity, but neither the failure to print such number on any such Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and to pay for the Bonds. The Bonds shall be prepared and delivered to the Bond Registrar at or prior to the Closing Date. In addition to the other requirements of this Purchase Agreement, Underwriter's obligations hereunder are subject to and conditioned upon Issuer, at or prior to the Closing Date, delivering or making available to Underwriter copies of the Documents and such items as are listed in Exhibit B attached hereto and incorporated herein. 9. Fees and Expenses The Issuer will pay the cost of preparing, printing and executing the Bonds; the fees and disbursements of Bond Counsel; bond registration and rating fees and expenses; the bond insurance premium; the refunding trustee fee; escrow verification fee; the cost of printing and distributing the POS and Final Official Statement; travel and lodging expenses of the Issuer's employees and representatives; and other expenses of the Issuer. The Underwriter will pay fees and disbursements of its counsel, if any, the cost of preparation and filing of blue sky and legal investment surveys where necessary, the Underwriter's travel expenses, and other expenses of the Underwriter. As a convenience to the Issuer, the Underwriter may from time to time, but only upon the prior written direction from the Issuer, make arrangements for certain items for which Issuer is responsible hereunder, such as printing of the POS and the Final Official Statement and travel or lodging arrangements for the Issuer's representatives. The Underwriter also may advance for the Issuer's account when appropriate and when directed in advance in writing by the Issuer, the cost of the items for which the Issuer is responsible by making payments to third -party vendors. In such cases, the Issuer shall pay such costs or expenses directly, upon submission of appropriate invoices by the Underwriter, or promptly reimburse the Underwriter in the event the Underwriter has advanced such costs or expenses for the Issuer's account. It is understood that the Issuer shall be primarily responsible for payment of all such items and that the Underwriter may agree to advance the cost of such items from time to time solely as an accommodation to the Issuer and on the condition that it shall be reimbursed in full by the Issuer. -7- Honorable Mayor and City Lo'vpmil City of Tukwila, Washington December 1, 2008 Page 8 10. Miscellaneous a) All matters relating to the Purchase Agreement shall be governed by the laws of the state of Washington. b) This Purchase Agreement is intended to benefit only the parties hereto. Unless it can be shown that the untruth of any representation or warranty of the Issuer or the violation of any agreement of the Issuer hereunder actually was or should have been discovered by the Underwriter through its review of the information in the Final Official Statement in accordance with and as a part of its responsibilities under federal securities laws as applied to the facts and circumstances of this transaction, all representations and warranties and agreements of the Issuer in this Purchase Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the Underwriter, (ii) delivery of and payment for the Bonds hereunder, or (iii) any termination of this Purchase Agreement. If the Issuer fails to satisfy any of the foregoing conditions or covenants, or if the Underwriter's obligations are terminated for any reason permitted under this Purchase Agreement, then neither the Underwriter nor the Issuer shall have any further obligations under this Purchase Agreement, except that any expenses incurred shall be borne in accordance with the Fees and Expenses Section hereof. C) Any notice or other communication to be given to the Issuer by the Underwriter under this Purchase Agreement may be given by delivering the same in writing to the Finance Director or other authorized official of the Issuer at 6200 Southcenter Boulevard, Tukwila, Washington 98188; and any notice or other communication to be given to the Underwriter by the Issuer under this Purchase Agreement may be given by delivering the same in writing to the attention of the officer of the Underwriter executing this Purchase Agreement at Seattle- Northwest Securities Corporation, 1420 Fifth Avenue, Suite 4300, Seattle, Washington, 98101. Written communications may be delivered by electronic means. d) This Purchase Agreement may be executed in any number of counterparts, all of which shall be one and the same instrument, and either Party hereto may execute this Purchase Agreement by signing any such counterpart. e) This Purchase Agreement, including all documents incorporated herein by reference, constitutes the entire agreement between and among the Parties, supersedes any other representations, understandings or communications between the Parties or their representatives, and may be amended only in a writing signed by both Parties. This Purchase Agreement is intended solely for the benefit of the Parties (including any successors and assigns thereof but not any holder of any Bonds). No other person shall acquire or have any rights hereunder or by virtue hereof. -8- Honorable Mayor and City C7nncil City of Tukwila, Washington December 1, 2008 Page 9 Respectfully submitted, SEATTLE NORTHWEST SECURITIES CORPORATION By: wo Am V�vv� Lindsay A. Sovde, Senior Vice President Accepted December 1, 2008 CITY OF TUKWILA, WASHINGTON Y: Shawn Hunstock, Finance Director Time Signed -9- EXHIBIT A FINAL PRICING NUMBERS BOND DEBT SERVICE City of Tukwila, Washington Limited Tax General Obligation Refunding Bonds, 2 _008 (Ref. 99) FINAL NUMBERS Dated Date 12!16 /2008 Delivery Date 12/16i2008 Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06, 138,600 138,600 12/01/2009 35,000 4.000% 151,200 186,200 324,800 06/01 150,500 150,500 1210112010 515,000 4.000% 150,500 665,500 816,000 06/01/2011 140,200 140.200 12,01/2011 535,000 4.000% 140,200 675,200 815,400 06/01'2012 129,500 129,500 12/01/2012 550,000 4.000% 129,500 679,500 809,000 06/01 119,500 118,500 12!012013 500,000 4.000% 118.500 618,500 737,000 06/01/2014 108,500 108,500 12012014 595,000 6.000% 108,500 703,500 812,000 06/012015 90,650 90,650 12 %01/2015 630,000 4.000% 90,650 720,650 811,300 06/01/2016 78,050 78,050 12 655,000 4.000% 78.050 733,050 811,100 06/01/2017 64,950 64,950 12!01;2017 680,000 6.000% 64,950 744.950 809,900 0601/2018 44.550 44,550 12,01 720,000 6.000% 44.550 764,550 809,100 06/01/2019 22,950 22.950 12i0l/2019 765,000 6.000% 22,950 787,950 810,900 6,180,000 2.186,500 8,366.500 8.366,500 Dec 1, 2008 12.41 pm Prepared by Seattle Northwest Securities Corp JM W (k:\.. fukwila:TUKWIt.A- R99LT,R991,T) Page 3 BOND PRICING City of rukwila, Washington Limited Tax General Obligation Refunding Bonds, 2008 (Ref. 99) FINAL NUMBERS Maturity Premium Bond Component Date Amount Rate Yield Price Discount) Serial Bonds: 12 35,000 4.000% 1.300% 102.562 896.70 1201 2010 515.000 4.000% 2.390% 103.061 15.764.15 12.01 2011 535.000 4.000% 2.630% 103.873 20.720.55 12x01 2012 550,000 4.000% 2.980% 103.780 20,790.00 12 01'2013 500,000 4.000% 3.200% 103.639 18,195.00 12'01'2014 595,000 6.000% 3.390% 113.972 83,133.40 12'01'2015 630,000 4.000% 3.630% 102.255 14.206.50 12101 %2016 655,000 4.000% 3.880% 100.813 5,325.15 12 01'2017 680,000 6.000% 4.090% 114.203 96,580.40 12 +01 2018 720,000 6.000% 4.290% 113.738 98,913.60 12012019 765.000 6.000% 4.350% 114.258 109.073.70 6.180,000 483,599.15 Dated Date 12162008 Delivery Date 12;162008 First Coupon 06/01 Par Amount 6,180.000.00 Premium 483,599.15 Production 6,661599.15 107.825229% Underwriter's Discount 54,075.00 0.875000% Purchase Price 6,609,524.15 106.950229% Accrued Interest Net Proceeds 6.609,524.15 Dec 1, 2008 12.41 pin Prepared by Seattle- Northwest Securities Corp 1MW (k:... Tukwila:TIJKWILA- R99L1'.R99LT) Page 2 SOURCES AND USES OF FUNDS City of Tukwila, Washington Limited Tax General Obligation Refunding Bonds, 2008 (Ref. 99) FINAL NUMBERS Dated Date 12 16 2008 Delivery Date 12 162008 Sources: Bond Proceeds: Par Amount 6,180,000.00 Premium 483,599.15 6,663,599.15 Uses: Refunding Escrow Deposits: Cash Deposit 1.90 SLGS Purchases 6 ,553.897.0 0 6,553,898.90 Delivery Date Expenses: Cost of Issuance 35,845.00 Underwriter's Discount 54,075.00 Bond Insurance (Assured Guaranty (nd 22 bps) 18,406.30 108,326.30 Other Uses of Funds: Additional Proceeds 1,373.95 6,663,599.15 Dec 1. 2008 12:41 pin Prepared by Seattle- Northwest Securities Corp JMW (k:... rukwila.TtJKWILA- R99LT.R99L'T) Page 1 EXHIBIT B CLOSING DOCUMENTS Issuer's Closine Documents At Closing, Issuer shall provide the following: a) Copies of the Ordinance and the Blanket Issuer Letter of Representation; b) The approving opinion of Bond Counsel dated as of the Closing Date and addressed to the Issuer, substantially in the form set forth in Appendix A to the Final Official Statement and a letter addressed to the Insurer and the Underwriter to the effect that the Insurer and the Underwriter may rely upon such opinion as if it were addressed to the Insurer and the Underwriter; C) Evidence of each of the following: i) That Moody's Investors Service "Moody's has assigned its (i) underlying rating of "A1" to the Bonds and that such rating is in full force and effect on and as of the date of Closing and (ii) insured rating of "Aa2 based upon the Issuer's purchase of the Policy issued by the Insurer; ii) Issuer's purchase of the Policy, including a copy of the Policy and an opinion of counsel to the Insurer in form and substance satisfactory to the Underwriter; and iii) Designation of the Bonds as "qualified tax exempt obligations" for banks, thrift institutions and other financial institutions, as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. d) A report from Grant Thornton LLP (the "Verification Agent verifying the accuracy of (a) the mathematical computations concerning the adequacy of the maturing principal amounts of and interest earned on the Government Obligations, together with other escrowed moneys, to be placed in the escrow account to pay when due, pursuant to stated maturity or call for redemption, as the case may be, the principal of, premium, if any, and interest on the Refunded Bonds and (b) the mathematical computations of the yield on the Bonds and the yield on the Government Obligations purchased with a portion of the proceeds of the sale of the Bonds, together with a letter from the Verification Agent consenting to the inclusion in the POS and in the Final Official Statement under the heading "Verification" of references to the Verification Agent and to its report. e) A copy of completed Form 8038 -G; f) The following certifications, which may be combined, executed by an authorized officer of the Issuer and dated as of the Closing Date, to the effect that: i) The representations, warranties and covenants of the Issuer contained herein and in the Ordinance are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; ii) No litigation or other proceedings are pending or, to the knowledge of the Issuer, threatened in any court in any way (a) affecting the position or title of the authorized officers of the Issuer, or (b) seeking to restrain or to enjoin the authorization, issuance, sale or delivery of, or security for, any of the Bonds, or (c) contesting or affecting the validity or enforceability of the Bonds, the Ordinance, this Purchase Agreement, or (d) contesting the completeness or accuracy of the POS or the Final Official Statement, or (e) contesting the powers of the Issuer or its authority with respect to the Bonds, the Ordinance or this Purchase Agreement, or (f) materially affecting the finances of the Issuer. For the purpose of this subparagraph, the Issuer may rely upon a certificate of the Issuer's legal counsel with respect to the legal matters set forth therein; and iii) No event affecting the Issuer has occurred since the date of the Final Official Statement which should be disclosed in the Final Official Statement for the purpose for which it is to be used or which is necessary to disclose therein in order to make the statements therein not misleading, and the Final Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made with respect to information within the Final Official Statement relating to DTC, the book entry system, the Insurer, the State Guarantee or the Underwriter. g) Such additional certificates, instruments or opinions or other evidence as the Underwriter or Bond Counsel may deem reasonably necessary or desirable to evidence the due authorization, issuance, execution, authentication and delivery of the Bonds, the truth and accuracy as of the time of the Closing of the representations and warranties contained in this Purchase Agreement, and the conformity of the Bonds and Ordinance with the terms thereof as summarized in the POS and the Final Official Statement, and to cover such other matters as the Underwriter or Bond Counsel reasonably requests. Underwriter's Closing Documents At Closing, Underwriter shall deliver or cause to be delivered to the Issuer or Bond Counsel a receipt for the Bonds including therein a representation that all closing conditions set forth in this Purchase Agreement have been provided to the satisfaction of the Underwriter or waived by it. EXHIBIT C DESCRIPTION OF THE BONDS (a) Principal Amount: $6,180,000 (b) Purchase Price: $6,609,524.15 ($106.950229 per $100), representing an original issue premium of $483,599.15 and an underwriter's discount of $54,075.00. (c) Denominations: $5,000, or integral multiples thereof. (d) Form: Registered; Book -entry only. (e) Interest Payment Dates: June 1 and December 1, commencing June 1, 2009. (f) Maturity and Interest Rates: The Bonds shall mature on December 1 of each year and bear interest as follows: Due Interest CU5IP Due Interest CUSIP Dec. 1, Amounts Rates Yields 899052, Dec. 1 Amounts Rates Yields 899052 2009 35,000 4.00% 1.30% ERl 2015 630,000 4.00% 3.63% EX8 2010 515,000 4.00 2.39 ES9 2016 655,000 4.00 3.88 EY6 2011 535,000 4.00 2.63 ET7 2017 680,000 6.00 4.09 EZ3 2012 550,000 4.00 2.98 EU4 2018 720,000 6.00 4.29 FA7 2013 500,000 4.00 3.20 EV2 2019 765,000 6.00 4.35 FB5 2014 595,000 6.00 3.39 EWO (g) Optional Redemption: The Bonds are not subject to optional redemption prior to maturity. (h) Dated Date: Date of Delivery, expected to be December 16, 2008. (i) Offer Expires: 11:59 p.m. Pacific Time, December 1, 2008. (j) Bond Counsel: Foster Pepper PLLC. (k) Closing: Via conference call initiated by Bond Counsel on December 16, 2008, at 9:00 a.m. Pacific Time. (l) Delivery: To the Bond Registrar on behalf of DTC by Fast Automated Securities Transfer. (m) Bond Insurance: Payment of the principal of and interest on the Bonds, when due, will be insured by the Policy to be issued by the Insurer (Assured Guaranty Corporation) simultaneously with the delivery of the Bonds. (n) Ratings: Moody's will assign its rating of "Aa2" to the Bonds based on the Issuer's purchase of the Policy described above. Further, Moody's has assigned its underlying rating of "Al" to the Bonds. DRAFT DATED 11/21/08 REFUNDING TRUST AGREEMENT THIS AGREEMENT is made and entered into as of the 16th day of December, 2008, by and between the CITY OF TUKWILA, WASHINGTON (the "City a Municipal corporation, and U.S. BANK NATIONAL ASSOCIATION of Seattle, Washington (the "Refunding TPUStee WHEREAS, the City now has outstanding $6,260,000 par value of its Limited Tax General Obligation Bonds, 1999, maturing on December 1 of each of the years 2010 through 2016, inclusive, and in 2019, and bearing interest at various rates ranging from 5.20% to 5.70% (the "Refunded Bonds and] WHEREAS, pursuant to Ordinance No. of the City (the `Bond Ordinance the City has determined that the Refunded Bonds be refunded out of the proceeds of the sale of its Limited Tax General Obligation Refunding Bonds, 2008 (the "Bonds for the purpose of realizing a debt service savings for the City; and WHEREAS, the payment, through advance refunding of the Refunded Bonds will be accomplished pursuant to this Refunding Trust Agreement (including Exhibit A attached hereto) and the Bond Ordinance, which documents provide for and, for the purpose of Sections 103, 148, and 149(d) of the Internal Revenue Code of 1986, as amended (the "Code are to be considered as the Refunding Plan, by: (a) The delivery by the City to the Refunding Trustee of the proceeds of the Bonds; (b) The purchase by the Refunding Trustee of the noncallable direct obligations of the United States of America listed on Exhibit A attached hereto and made a part hereof by this reference or substituted obligations purchased pursuant to Section 2 of this Agreement (the "Acquired Obligations at or prior to the date the Bonds are delivered to the original purchaser thereof and the City receives full payment therefor (the "Date of Closing which Acquired Obligations satisfy the requirements of the Verification described in paragraph (c); (c) The delivery to the City and the Refunding Trustee of a verification (the "Verification by a nationally recognized independent certified public accounting firm verifying the mathematical accuracy of the computations (which computations shall be attached to that report) showing that the Acquired Obligations to be purchased by the Refunding Trustee pursuant to the Bond Ordinance and this Refunding Trust Agreement, together with the specified beginning cash balance, if any, and the maturing principal of and interest on such Acquired Obligations, will provide sufficient money (assuming that all principal of and interest on the Acquired Obligations are paid on the due dates thereof and assuming no reinvestment of such maturing principal and interest) to pay interest on the Refunded Bonds when due up to and including December 1, 2009, and on December 1, 2009, call, pay, and redeem all of the outstanding Refunded Bonds at a price of par; and (d) The receipt by the Refunding Trustee of the maturing installments of principal of and interest on the Acquired Obligations; and (e) The Refunding Trustee's payment to the fiscal agent of the State of Washington of money sufficient to make the payments on the Refunded Bonds set forth herein; and WHEREAS, upon the issuance of the Bonds to carry out the Refunding Plan under the authority of chapter 39.53 RCW and other laws of the State of Washington (collectively, the "Refunding Bond Act the principal amount of the Refunded Bonds no longer shall be considered outstanding pursuant to the defeasance provisions of Ordinance No. 1884 that authorized the issuance of the Refunded Bonds (the "Refunded Bond Ordinance and WHEREAS, the City Council of the City has found that the refunding of the Refunded Bonds, through the issuance of the Bonds, is beneficial and will realize a debt service savings to the City and its taxpayers; and WHEREAS, the City Council of the City, pursuant to the Bond Ordinance, has duly and validly authorized the execution and delivery of this Refunding Trust Agreement, the delivery of the proceeds of the Bonds to the Refunding Trustee, the purchase by the Refunding Trustee of the Acquired Obligations and the carrying out of the Refunding Plan; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and [or the benefit of the City, the parties hereto agree as follows: Section 1. Delivery of Monev to Refunding Trustee. On the Date of Closing, the City shall cause to be delivered to the Refunding Trustee all of the proceeds of the Bonds. Section 2. Investment and Expenditure of Monev. On the Date of Closing, the Refunding Trustee shall apply S to pay on behalf of the City the purchase and /or subscription prices of the Acquired Obligations, from the sources, in the principal amounts. Nvith the dates of maturity and bearing the interest rates or yields set forth in Exhibit A, and S to establish a beginning cash balance. Upon receipt thereof, the Refunding Trustee shall deliver to the City copies of the documents evidencing the purchase of and payment for the Acquired Obligations. Investments in mutual funds and unit investment trusts are prohibited. On the Date of Closing, the Refunding Trustee shall pay the costs of issuance and sale of the Bonds as set forth on the attached Exhibit B from the Bond proceeds deposited with the -2- Refunding T7 Ustec and not needed to refund the Refunded Bonds, and shall transfer all remaining proceeds to the City for application in accordance with the Bond Ordinance. Section 3. Sufficiencv of Acauired Obligations. Based upon the Verification, the City represents that the Acquired Obligations and the maturing principal thereof and the interest thereon, if paid when due, together with the beginning cash balance, shall be sufficient to make wlhen due the payments required by the Refunding Plan. Such amounts coming due are sometimes referred to hereinafter as the "payments described in Section 3." The schedules of the sources, amounts, maturities, and interest rates or yields of the Acquired Obligations and of the Refunded Bonds that will fulfill the foregoing requirements are set forth in the Verification. Section 4. Collection of Proceeds of Acquired Obli.v-ations and Application of Such Proceeds and Monev. The Refunding Trustee shall present for payment and shall collect and receive on the due dates thereof the maturing installments of the principal of and the interest on the Acquired Obligations and any Substitute Obligations (defined hereinafter). The Refunding Trustee shall make payments, but only in the amounts received pursuant to this section, in a timely manner to the Fiscal Agent of the State of Washington (the "Fiscal Agent of the amounts to be paid on the Refunded Bonds as shown in the Verification. Those payments shall be made by check, wire transfer, or such other method of transfer of fields as shall be agreed upon by the Refunding Trustee and the Fiscal Agent. Section 5. Notice of Defeasance /Notice of Redemption. The Refunding Trustee agrees to give a notice of defeasance and a notice of redemption of the Refunded Bonds pursuant to the terms of the Refunded Bonds, and in substantially the forms attached hereto as and as described in Exhibits C and D, to the Fiscal Agent for distribution as described therein. The notice of defeasance shall be given immediately following the execution of this Refunding Trust Agreement, and the notice of redemption shall be given in accordance with the Refunded Bond Ordinance. The cost of giving the notice shall be paid by the City. Section 6. All Obligations and Monev and Proceeds Thereof Held in Trust. The Refunding Trustee irrevocably agrees to hold the Acquired Obligations, the Substitute Obligations, if any, the principal thereof and interest thereon, and any other money it may receive pursuant to this Refunding Trust Agreement and any reinvestments thereof made pursuant to Sections 8 and 9 hereof, in trust and separate at all times from all other funds and investments held by the Refunding Trustee, solely for the purpose of making the payments described in Section 3. The City irrevocably conveys, transfers, and assigns to the Refunding Trustee the Acquired Obligations, any Substitute Obligations, the principal thereof and the interest thereon, and any other money and investments deposited with the Refunding Trustee pursuant to this Refunding, Trust Agreement, for the purpose of making such payments. The Refunding Trustee shall not sell, transfer, assign, or hypothecate any Acquired Obligations, reinvestments, or Substitute Obligations except pursuant to Sections 8, 9, 13 and 14 hereof. Section 7. Reports. The Refunding Trustee shall submit a report to the City, at least semiannually, which report shall set forth the cash, Acquired Obligations, and any Substitute Obligations held hereunder by the Refunding Trustee, the obligations which have matured and amounts received by the Refunding Trustee by reason of such maturity, the interest earned on -3- such obligations, a list of any investments or reinvestments made by the Refunding Trustee in other obligations and the interest and /or principal derived therefrom, the amounts paid to the Fiscal Agent, and any other transaction of the Refunding Trustee pertaining to its duties and obligations as set forth herein. Section 8. Substitution of Different Oblivations or Other Investments. The City reserves the right to substitute from time to time for Acquired Obligations initially purchased in accordance with Section 2 hereof, or for obligations purchased under this section, other noncallable, nonprepayable direct obligations of the United States of America and /or obligations unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest authorized to be acquired with the proceeds of Bonds under the Refunding Bond Act (the "Substitute Obligations Prior to effecting any such substitution, the City shall have obtained at its expense and delivered to the Refunding Trustee: (a) A verification by a nationally recognized independent certified public accounting firm acceptable to the Refunding Trustee confirming that the maturing principal of and interest on the Substitute Obligations and any remaining Acquired Obligations to be held by the Refunding Trustee in the refunding escrow, if paid when due and assuming no reinvestment thereof, together with any other cash then held by the Refunding Trustee, will be sufficient to carry out the Refunding Plan and make all remaining payments described in Section 3; and (b) An opinion from Foster Pepper PLLC, bond counsel to the City, its successor or other nationally recognized bond counsel to the City, 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. If the verification delivered to the Refunding Trustee pursuant to Section 8(a) shows that surplus money not needed to make the payments described in Section 3 will result from the sale, transfer, or other disposition of Acquired Obligations and the substitution of Substitute Obligations therefor, that surplus money at the written request of the City shall be released from the trust estate and shall be transferred to the City to be used for any lawful City purpose, subject to any restrictions stated in the opinion of bond counsel required by Section 8(b). Section 9. Reinvestment of Proceeds of ACQlrlred and /or Substitute Obligations. The proceeds (principal and interest) and reinvestment proceeds of any Acquired Obligations and /or Substitute Obligations held by the Refunding Trustee in accordance with this Refunding Trust Agreement, which are not needed within five business days of the receipt thereof to make the payments described in Section 3, shall be reinvested by the Refunding Trustee, but only upon receipt of written request of the City, on such date of receipt or the next business day. The City shall direct such reinvestment subject to the following conditions: -4- (a) Except as provided in subsection (c) below, the proceeds of such Acquired Obligations and /or Substitute Obligations shall be reinvested in Substitute Obligations at a yield that will not cause the composite yield on the refunding escrow to exceed during its tern or such higher yield as may be directed by letter of instructions from the City to the Refunding Trustee, but if the composite yield on the directed investments made pursuant to this Refunding Trust Agreement would exceed such letter of instructions shall contain a verification of such composite yield and shall be based upon and accompanied by the opinion of Foster Pepper PLLC, bond counsel to the City, its successor, or other nationally recognized bond counsel to the City, approving reinvestment of such proceeds at such higher yield. (b) The obligations in which such proceeds are reinvested shall mature in an amount at least equal to their purchase price on the date or dates directed by the City, but not later than the date (as shown by the then most recent certified public accountant verification) the principal thereof is needed to make the payments described in Section 3; (c) if such proceeds, together with other funds remaining in trust, are insufficient to reinvest in the smallest denomination of such obligations or are required to be used to make payments described in Section 3 sooner than the Shortest maturity available for such obligations, then those proceeds and funds either shall be converted to United States currency and retained or shall remain uninvested in the refunding escrow and carried on the books of the Refunding Trustee until required to make the payments described in Section 3, or until sufficient money is accumulated to permit the investment thereof, and (d) "Yield," as used in paragraph (a) of this section with respect to the Acquired Obligations and Substitute Obligations, means that yield computed in accordance with and permitted by the Code applicable to the Bonds and the trust under this Refunding Trust Agreement so as to preserve the exclusion from gross income for federal income tax purposes of the interest on the Bonds. The Refunding Trustee may make any and all investments permitted by the provisions of this Section through its own investment department or the investment departments of any of its affiliates. Section 10. Amendments to Refunding Trust Agreement. The Refunding Trustee and the City recognize that the owners of the Refunded Bonds and the Bonds from time to time have a beneficial interest in the Acquired Obligations, the Substitute Obligations, and money to be held by the Refunding Trustee as herein provided. Therefore, this Refunding Trust Agreement is irrevocable and shall not be subject to amendment except for the purpose of clarifying any ambiguity herein, increasing the protection of the rights of the owners of the Refunded Bonds or the Bonds, or preserving the exclusion of the interest on the Refunded Bonds and the Bonds from gross income for federal income tax purposes, and only if such amendment is accompanied by an opinion addressed to the City and the Refunding Trustee from Foster Pepper PLLC, its successor -5- or other nationally recognized bond counsel to the City, to the effect that such change is necessary for one of the above reasons and does not detrimentally affect the owners of the outstanding Refunded Bonds and the Bonds or that it strengthens the protection of the owners of the Refunded Bonds and the Bonds and does not detrimentally affect the owners of the Refunded Bonds and the Bonds. If such amendment affects the amount of money and investments in the escrow account or the application thereof, prior to the amendment's taking effect there also shall be a verification by a nationally recognized independent certified public accounting firn satisfactory to the Refunding Trustee to the effect that after such amendment the Acquired Obligations, Substitute Obligations, and other money in the escrow account will be sufficient to make the payments described in Section 3. A copy of such verification shall be delivered to the Refunding Trustee. Section H. Limitation of Liability of Refimdlmz Trustee. None of the provisions contained in this Refunding Trust Agreement shall require the Refunding Trustee to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or pow'ei hereunder. The Refunding Trustee shall be under no liability for the payment of interest on any funds or other property received by it hereunder except to the extent the Refunding Trustee is required by the express terms of this Refunding Trust Agreement to invest such funds. The Refunding Trustee's liabilities and obligations in connection with this Refunding Trust Agreement are confined to those specifically described herein. The Refunding Trustee is authorized and directed to comply with the provisions of this Refunding Trust Agreement and is relie� from all liability for so doing notwithstanding any demand or notice to the contrary by any party lhcreto. The Refunding Trustee shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the Acquired Obligations or the Substitute Obligations deposited with it; the performance or compliance by any party other than the Refunding Trustee \N ith the terms or conditions of any such instruments; or any loss which may occur by reason of forgeries, false representations, or the exercise of the Refunding Trustee's discretion in any particular manner unless such exercise is negligent or constitutes willful misconduct. If any controversy arises between the City and any third person, the Refunding Trustee shall not be required to determine the same or to take any action in the premises, but it may institute, in its discretion, an interpleader or other proceedings in connection therewith as it may deem proper, and in following either course, it shall not be liable. Section 12. Remittance of Funds When Refunded Bonds Paid in Full. At such time as the Refunding Trustee has received the representation of the City that all of the payments described in Section 3 have been made and the confirmation of such representation by the Fiscal Agent, toucther with such other evidence of such payments as shall be satisfactory to the City and the Refunding Trustee, the Refunding Trustee shall deliver forthwith or remit to the City any remaining Acquired Obligations, Substitute Obligations, and money held pursuant to this Refunding Trust Agreement. Section 13. Compensation of Refundinu Trustee. The payment arrangement heretofore made bem,cen the Refunding Trustee and the City (attached hereto as Exhibit E and by this -6- reference made a part hereof) on compensation and expenses of the Refunding Trustee for services rendered by it pursuant to the provisions of this Refunding Trust Agreement is satisfactory to it and to the City, and no further payment to the Refunding Trustee shall be required for such purpose. Such arrangement for compensation and expenses is intended as compensation for the ordinary services as contemplated by this Refunding Trust Agreement, and if the Refunding Trustee renders any service hereunder not provided for in this Refunding Trust Agreement, or the Refunding Trustee is made a party to or intervenes in any litigation pertaining to this Refunding Trust Agreement or institutes interpleader proceedings relative hereto, the Refunding Trustee shall be compensated reasonably by the City for such extraordinary services and reimbursed for all fees, costs, liability, and expenses (including reasonable attorneys' fees) occasioned thereby. The Refimding Trustee shall not have a lien against or otherwise be compensated for its services and expenses from the money, Acquired Obligations, and Substitute Obligations held pursuant to this Refunding Trust Agreement to make the payments described in Section 3. Section 14. Successor Refunding Trustee. The obligations assumed by the Refunding Trustee pursuant to this Refunding Trust Agreement may be transferred by the Refunding Trustee to a successor if (a) the Refunding Trustee has presented evidence satisfactory to the City and to Foster Pepper PLLC, its successor or other nationally recognized bond counsel to the City that the successor trustee meets the requirements of RCW 39.53.070, as now in effect or hereafter amended; (b) the City approves the appointment of the successor trustee; (c) the successor trustee has assumed all of the obligations of the Refunding Trustee under this Refundin- Trust Agreement and has been compensated; and (d) all of the Acquired Obligations, reinvestments, Substitute Obligations, and money then held by the Refunding Trustee pursuant to this Refunding Trust Agreement have been duly transferred to such successor trustee. Notwithstanding anything to the contrary contained in this Agreement, any company into v the Refunding Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion, or consolidation to which the Refunding Trustee is a party, or any company to which the Refunding Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Refunding Trustee without execution or filing of any paper or further act, if such company is eligible to serve as Refunding Trustee under RCW 39.53.070. Section 15. Miscellaneous. This Refunding Trust Agreement is governed by Washington law without regard to the conflict of laws provisions thereof and may not be modified except by a writing signed by the parties and subject to the limitations of Section 10. If any one or more of the provisions contained in this Refunding Trust Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Refunding Trust Agreement, but this Refunding Trust Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 16. Notice to Rating A,encies. The Refunding Trustee shall notify all national rating agencies maintaining (at the request of the City) a rating on the Refunded Bonds or the -7- Bonds, in writing" upon timely receipt of notice or evidence of either of the following circumstances: (a) Prior to their taking effect, any amendments to this Refunding Trust Agreement under Section 10, enclosing the proposed amendatory documents; and (b) The holding (referred to in Section 15) that one or more provisions of this Refunding Trust Agreement are invalid, illegal, or unenforceable in any respect, enclosing a copy of that holding. Such notices shall be sent to the applicable rating agencies by first class mail to the addresses advised by those rating agencies. Section 17. COLlntemarts. This Agreement may be executed in counterparts. IN WITNESS WHEREOF, the parties have executed and delivered this Refunding Trust Agreement pursuant to due and proper authorization, all as of the date and year first above �tiritten. CITY OF TUILWILA, WASHINGTON U.S. BANK NATIONAL ASSOCIATION, as Refunding Trustee By By Title: -8- EXHIBIT A CITY OF TUKWILA, WASHINGTON I.INIITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2008 ACOUIRED OBLIGATIONS MATURITY PAR INTEREST TYPE' DATE AMOUNT RATE �`CLK7 United States Treasury Certificate of Indebtedness -State and Local Government Series \(CIF. United States Treasury Notc- -State and Local Government Series EXHIBIT B CITY OF TUKWILA, WASHINGTON LI VIITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2008 COSTS OF ISSUANCE EXHIBIT C Notice of Defeasance City of Tukwila, Washington Limited Tax General Obligation Bonds, 1999 NOTICE 1S HEREBY GIVEN to the owners of the above captioned bonds with respect to which, pursuant to the Refunding Trust Agreement dated as of December 16, 2008, by and between the City of Tuk\Vila, Washington (the "City and U.S. Bank National Association (the "Refunding Trustee there has been deposited into an escrow account, held by the Refunding Trustee, cash and non- callable direct obligations of the Unitcd States of America, the principal of and interest on which, when due, will provide money to pay each year, to and including the respective maturity or redemption dates of such bonds so provided for. the principal thereof and interest thereon (the "Refunded Bonds Such Refunded Bonds are therefore deemed to be no longer outstanding pursuant to Section 14 of Ordinance No. 1884 of the City relating to the Refunded Bonds, but will be paid by application of the assets in such escrow account. The Refunded Bonds are described as follows: City of Tukwila, Washington Limited Tax General Obligation Bonds, 1999 (Dated October 15, 1999) Maturity Date Par Amount Interest Call Date CUSIP (December 1) Defeased Rate (at 100 Nos. 2010 S 490,000 5.200% 12/1/2009 899052DFS 2011 515,000 5.250 12/1/2009 899052DG6 2012 540,000 5.300 12/1/2009 899052DH4 2013 570,000 5.375 12/1/2009 899052DJO 2014 600,000 5.450 12/1 /2009 899052DK7 2015 635,000 5.550 12/1/2009 899052DM3 2016 670,000 5.600 12/1/2009 899052DNI 2019 2 ,240.000 5.700 12/1/2009 899052DL5 tT.S. Bank National Association, as Refunding Trustee Dated: This notice shall be given immediately by first class mail to each registered owner of the Refunded Bonds, to Ambac Assurance Corporation and to each Nationally Recognized Municipal Securities Information Repository. EXHIBIT D Notice of Redemption City of Tukwila, Washington Limited Tax General Obligation Bonds, 1999 NOTICE E IS HEREBY GIVEN that the City of Tukwila, Washington, has called for redemption on December 1. 2009, all of its then- outstanding Limited Tax General Obligation Bonds, 1999 (the "Bonds The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus accrued interest to December 1, 2009. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of: IBy Mail or in Person] -or- [In Person Only] The Bank of New York Any branch of Wells Fargo Worldwide Securities Processing Bank, National Association in the 2001 Bryan Street, 9" Floor State of Washington Dallas, TX 75201 Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on December 1. 2009. The lollovrin, Bonds are being redeemed: Maturity Date Par Amount Interest CUSIP (December 1) Defcased Rate Nos. 2010 490,000 5.200% 899052DF8 2011 515,000 5.250 899052DG6 2012 540,000 5.300 899052DH4 2013 570,000 5.375 899052DJO 2014 600,000 5.450 899052DK7 2015 635,000 5.550 899052DM3 2016 670,000 5.600 899052DNI 2019 2.240.000 5.700 899052DL5 By Order of the City of Tukwila, Countyname County, 'Washington The Bank of New York, as Paying Agent Dated: I his notice shall be given not less than 30 nor more than 60 days prior to December I, 2009, by first class mail, postage prepaid, to each registered owner of the redeemed bonds. In addition, notice shall be mailed within the same period, postage prepaid. to Moody's Incstors Service, Inc., and Standard Poor's at their offices in New York, New York; Ambac Assurance Corporation at its principal office in Nc%\ York, New York, to Lehman Brothers, or its successor, at its principal office in Seattle, \ashington: and The Depository Trust Company of New York, New York, and each NRMSIR. t;ndcr Section 3406(a)(1) of the Internal Revenue Code the Registrar may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number and a certification that the owner is not subject to backup withholding. Owners who wish to avoid the application of these provisions should submit a completed IRS Form W -9 when presenting their certificates for payment. EXHIBIT E U.S. BANK NATIONAL ASSOCIATION FEE SCHEDULE [INSERT SCHEDULE FROM BANK] N ysos C i ty of u la Washington Ordinance No. 1,! 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 Tukwila, 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 12/112008 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 Insure" 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 I 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 /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 $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 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. 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 12w2008 Page 3 of 13 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 \Ordin all ces \B end. doe 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:\Documcnts 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. Appointnzent 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 Sx:ksn 12/1/2008 Page 7 of 13 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. Autliorization 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:\Documcnts and Settings\All Users\ Desktop \Kelly \MSDATA \Ordinances \Bond. doe 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 CADocuments and Settings\AII Users\ Desktop\ Kelly \MSDATA \Ordinances \Bond.doc SHIsn I2/1/2008 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; d) unscheduled draws on credit enhancements reflecting financial difficulties; e) substitution of credit or liquidity providers, or their failure to perform; f) adverse tax opinions or events affecting the tax exempt status of the Bonds; g) modifications to rights of holders of the Bonds; h) Bond calls (other than scheduled mandatory redemptions of Term Bonds); i) defeasances; j) release, substitution, or sale of property securing repayment of the Bonds; and 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 SettingsWll Users\ Desktop \Kelly \MSDATA \Ordinances \Bond. doe SH:ksn 12/1/2008 Page 10 of 13 b) authorized, issued and outstanding balance of general obligation debt of the City; 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 SettingAAll Users \Desktop \Kelly \MSDATA \Ordinances \Bond.doe 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 CIT,OF TUKWILA, WASHINGTON, at a Regular Meeting thereof this day of 1 l -0 b-0 2008. ATTEST/ AUTHENTICATED: n v r ,�or Christy O'Flaherty, CMC, City Clerk v Filed with the City Clerk: APPROV AST ORM BY: Passed by the City Council: Published: 1 t,/ ZAP Effective Date: 1 r rl Offi of th�ttorney Ordinance Number: 1 C:\Documents and Settings \AII Users\ Desktop \Kelly \MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 12 of 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. (e (the "Ordinance is a full, true and correct copy of an ordinance duly passed at a regular meeting thereof on D 0- 0, M hrr I 20_f") V 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 r c.., b or 20--OW CITY OF TUKWILA, WASHINGTON 1 Christy O'Flaherty, CMC, City Clerk a C: \Documents and Settings\All Users\ Desktop \Kelly\MSDATA \Ordinances \Bond.doc SH:ksn 12/1/2008 Page 13 of 13