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HomeMy WebLinkAbout06-100 - Lehman Brothers - Allentown Water Sewer Revenue Bonds Purchaser f- &o4, too f?.;oe hipprdveco,66 i -(-oh CITY OF TUKWILA, WASHINGTON WATER AND SEWER REVENUE BONDS, 2006 PRINCIPAL AMOUNT OF $3,180,000 BOND PURCHASE CONTRACT November 6, 2006 City of Tukwila, Washington 6200 Southcenter Boulevard Tukwila, Washington 98188-2599 Ladies and Gentlemen: The undersigned, Lehman Brothers Inc., as underwriter (the "Underwriter") hereby offers to enter into this bond purchase contract (the "Purchase Contract") with the City of Tukwila, Washington (the "City"), which upon the City's acceptance of this offer, shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. This offer is made subject to the City's acceptance by execution of this Purchase Contract and its delivery to the Underwriter on or before 11:59 P.M., Pacific Time, on the date hereof and, if not so accepted, shall be subject to withdrawal by the Underwriter upon notice delivered by the Underwriter to the City at any time before the acceptance hereof by the City. All capitalized terms not otherwise defined herein shall be as defined in Ordinance No. 2136, passed by the City Council on the date hereof (the "Bond Ordinance"), and the Official Statement referred to herein. 1. Purchase and Sale. Subject to the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City for offering to the public, and the City hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of $3,180,000 aggregate principal amount of the City's Water and Sewer Revenue Bonds, 2006 (the "Bonds"). The aggregate purchase price of the Bonds shall be the purchase price set forth in Exhibit "A" attached hereto. The Bonds shall be issued and secured pursuant to the terms of the Bond Ordinance. The Bonds shall be dated their date of delivery, and shall have the maturities, bear interest at the rates and be subject to redemption as set forth in Exhibit "A" attached hereto, such interest being payable semiannually as described in the Official Statement. The Bonds shall be issued under and pursuant to the Bond Ordinance. • The City acknowledges that the Bonds are being issued for the purposes described in the Official Statement (hereinafter defined), specifically, (i) to pay all or a portion of the costs of the Plan of Additions, as set forth in the Bond Ordinance, and (ii) to pay the costs of issuance of the Bonds. 2. The Official Statement and Authorizing Instruments. The Bonds shall be otherwise as described in the Official Statement of the City, dated the date hereof, relating to the Bonds (together with all appendices attached thereto, and with such changes therein and supplements thereto that are consented to in writing by the Underwriter, the "Official Statement"). The City authorizes the use by the Underwriter of the Official Statement in connection with the public offering and sale of the Bonds. The City also ratifies the use by the Underwriter, before the date hereof, of the Preliminary Official Statement, dated October 30, 2006, relating to the Bonds (together with all appendices attached thereto, the "Preliminary Official Statement"), in connection with the public offering of the Bonds. The City hereby represents and warrants that the Preliminary Official Statement was deemed final by the City as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Rule 15c2-12 under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"). The City hereby represents and warrants that the Official Statement is in substantially that form as the Preliminary Official Statement with only such changes and amendments from that form of the Preliminary Official Statement as shall have been accepted by the City and the Underwriter. Promptly after the acceptance hereof by the City, the City shall cause to be delivered to the Underwriter a copy of the Official Statement. The City covenants and agrees to cause sufficient quantities of the Official Statement to be delivered to the Underwriter to enable the Underwriter to comply with the requirements of Rule 15c2-12 and with all applicable rules of the Municipal Securities Rulemaking Board ("MSRB"), without charge, within seven business days of the date hereof and, if the Closing Date is less than seven business days after the date hereof, upon request of the Underwriter, in sufficient time to accompany any confirmation requesting payment from any customers of the Underwriter. The City agrees to provide to the Underwriter within seven business days of the date hereof information necessary as requested by the Underwriter for inclusion in the Official Statement to enable the Underwriter to comply with the requirements of paragraph (b)(4) of Rule 15c2-12 as promulgated by the Securities and Exchange Commission and with the requirements of Rule G-32 of the MSRB, and the Underwriter agrees to use its best efforts to comply with such requirements. Unless otherwise notified in writing by the Underwriter, the City can assume that the "end of the new issue disclosure period" for purposes of Rule 15c2-12 shall be 25 days from the Closing Date (hereafter defined). In the event such notice is so given in writing by the Underwriter, the Underwriter agrees to notify the City in writing following the occurrence of the end of the new issue disclosure period. The City covenants and agrees that if, after the date hereof and until the end of the new issue disclosure period, any event shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make -2- • • the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not misleading; or if it is necessary to amend or supplement the Official Statement to comply with law, the City will notify the Underwriter and provide the Underwriter with such information as it may from time to time reasonably request, and to prepare and furnish, at its own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not, in light of the circumstances when the Official Statement is delivered to a purchaser, be misleading or so that the Official Statement will comply with law 3. Public Offering. The Underwriter agrees to make a bona fide public offering of all the Bonds initially at the public offering prices (or yields) no higher than those shown on the cover page of the Official Statement, provided that the initial public offering prices (or yields) may be changed, from time to time, by the Underwriter as it deems necessary in connection with the marketing of the Bonds. The Underwriter also reserves the right to offer and sell the Bonds to certain dealers (including the Underwriter and other dealers depositing such Bonds into investment trusts or money market funds) at prices lower than such initial public offering prices. On the Closing Date, the Underwriter shall provide to the City a certificate stating the initial offering prices (or yields) at which a substantial amount of the Bonds of each maturity were sold or are reasonably expected to be sold to the general public. Following the initial offering period, at such time as all price restrictions have been lifted by the Underwriter, the offering prices may be changed from time to time by the Underwriter. In connection with the initial public offering of the Bonds, the Underwriter may over - allot or effect transactions that stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time by the Underwriter without prior notice to the City. 4. Representations, Covenants and Warranties. The City represents, covenants and warrants to the Underwriter that as of the date hereof: (a) The City is a non -charter code city duly created and validly existing under the Constitution and laws of the state of Washington (the "State"), with full legal right, power and authority (i) to pass the Bond Ordinance and to perform the agreements on its part contained therein, (ii) to enter into this Purchase Contract, (iii) to issue, sell and deliver the Bonds to the Underwriter as provided herein and in the Official Statement, and (iv) to execute, deliver and approve all of the documents and agreements referred to in the Official Statement or herein. Hereinafter, the Bond Ordinance and this Purchase Contract are collectively referred to as the "Transaction Documents." (b) The Bond Ordinance has been duly passed by the City and no other authorization or approval is required for the execution and delivery of the Transaction Documents or the issuance of the Bonds. -3- • • (c) The execution and delivery of the Transaction Documents, the approval by the City of the Bonds, and the application of the proceeds of the Bonds for the various purposes described in the Official Statement do not and will not conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under, any existing law, charter, court or administrative regulation, decree or order, or any other agreement, indenture, mortgage, lease or instrument by which the City or any of its properties is or may be bound. (d) No authorization or approval is required for the execution and delivery of the Transaction Documents by the City, except such authorizations or approvals as shall have been obtained on or before the Closing Date, copies of which shall be delivered to the Underwriter on the Closing Date. (e) The City is in compliance with the provisions of the Bond Ordinance and with the provisions of the ordinances authorizing the issuance of the Outstanding Parity Bonds (collectively, the "Outstanding Bond Ordinances"), no default exists under the Bond Ordinance or the Outstanding Bond Ordinances and no event has occurred which, with the passing of time or the delivery of notice, would or could constitute a default thereunder. (f) Except for the omission of such information that is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Rule 15c2-12, the Preliminary Official Statement was, as of its date, true and correct in all material respects and did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements and information therein contained, in light of the circumstances under which they were made, not misleading. (g) The Official Statement is and at all times subsequent hereto, up to and including the Closing Date, will be true and correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements and information therein contained, in light of the circumstances under which they were made, not misleading. (h) The City has duly authorized and approved the execution of the Official Statement by its Mayor or the City's Finance Director, as the Mayor's designee, including any amendments thereto under the terms of this Purchase Contract. (i) The City shall advise the Underwriter promptly of any proposal to amend or supplement the Official Statement and shall not effect any such amendment or supplement without the written consent of the Underwriter, which consent shall not be unreasonably withheld. The City shall advise the Underwriter promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Official Statement in connection with the offering, sale or distribution of the Bonds. (j) As of the time of acceptance of this Purchase Contract and as of the Closing Date, the financial information with respect to the City and the Waterworks -4- • Utility contained in the Preliminary Official Statement and the Official Statement do and will fairly present the financial position and results of operations of the City and the Waterworks Utility as of the dates and for the periods therein set forth, in accordance with generally accepted accounting principles applicable to Washington municipal corporations. As of the time of acceptance of this Purchase Contract and as of the Closing Date, except as otherwise disclosed in the Official Statement, there has been no material adverse change since October 30, 2006, in the financial position, results of operations or condition, financial or otherwise, of the City or the Waterworks Utility, other than changes in the ordinary course of business or in the normal operation of the City and the Waterworks Utility or as otherwise disclosed in the Official Statement. (k) When delivered to The Depository Trust Company ("DTC") for the account of the Underwriter and paid for in full in accordance with the terms of this Purchase Contract, the Bonds (i) will have been duly authorized, executed, issued and delivered by the City, (ii) will constitute valid, legally binding obligations of the City enforceable in accordance with their terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights or contractual obligations generally to the extent constitutionally applicable and by the exercise of judicial discretion in appropriate cases, and (iii) will conform to the descriptions thereof contained in the Official Statement. (1) The proceeds of the sale of the Bonds shall be applied as described in the Official Statement under the caption "SOURCES AND USES OF PROCEEDS." (m) Between the time of acceptance hereof and the Closing Date, the City will not, without the prior written consent of the Underwriter, issue any other bonds, securities or other obligations payable from or secured by the gross revenues of the Waterworks Utility. (n) As of the time of acceptance of this Purchase Contract and as of the Closing Date, no litigation is pending against the City in any court that (i) in any way challenges the titles of any principal officer of the City or any member of the City Council to such member's position, (ii) seeks to restrain or enjoin the issuance, sale or delivery of any of the Bonds or the collection of gross revenues of the Waterworks Utility pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, (iii) in any way contests or affects the validity of the Bonds, the Bond Ordinance, this Purchase Contract or the collection of such gross revenues of the Waterworks Utility or the pledge thereof, (iv) contests in any way the powers of the City or any authority for the issuance of the Bonds or the passage of the Bond Ordinance, (v) contests or affects in any way the ability of the City to establish rates and charges for the use of the Waterworks Utility as contemplated herein or in the Official Statement; (vi) contests in any way the completeness, accuracy or fairness of the Official Statement, (vii) would, in the event of a final adverse decision, materially adversely affect the financial condition or operations of the City or its Waterworks Utility, or (viii) in any material respect might affect adversely the transactions contemplated herein; except for any such litigation, even if determined adversely to -5- • the City, that will not materially affect the collection of Waterworks Utility gross revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds and will not materially affect the ability of the City to establish rates and charges for the use of the Waterworks Utility as contemplated herein, in the Bond Ordinance or in the Official Statement. The City has described to the Underwriter in writing all matters known to the City that create a probability that litigation of the type described in clauses (i) through (viii) of the previous sentence will be commenced against the City. (o) As of the time of acceptance of this Purchase Contract and as of the Closing Date, except as may be disclosed in the Official Statement, the City is not and will not be in breach of or in default under any applicable law or administrative regulation of the State or the United States relating to the Waterworks Utility, or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject, the consequence of which or the correction of which materially and adversely affects the operations of the Waterworks Utility as of such dates; and, as of such dates, the execution and delivery of the Preliminary Official Statement, the Official Statement, this Purchase Contract and the Bonds, the passage of the Bond Ordinance and compliance with and fulfillment of the provisions of each of such agreements or instruments do not and will not materially conflict with or constitute a material breach of or default under any applicable law or administrative regulation of the State or the United States or any applicable judgment or decree or any trust agreement, loan agreement, bond, note, resolution, ordinance, agreement or other instrument to which the City is a party or is otherwise subject. (p) Except as may be set forth in the Official Statement, all approvals, consents, authorizations, certifications and other orders of any governmental authority, board, agency, instrumentality or commission having jurisdiction, or filings with any such entities, which are necessary for the performance by the City of its obligations under the Bonds have been obtained or will be obtained prior to the Closing; provided, that no representation or warranty is made by the City with regard to any approvals that may be required for qualification of the Bonds under Blue Sky or other similar laws of any jurisdiction. (q) The City holds title to the properties constituting the Waterworks Utility free and clear of all liens and encumbrances which would unduly interfere with the use of the Waterworks Utility, except as otherwise disclosed in the Official Statement. (r) Under the Bond Ordinance, the gross revenue of the Waterworks Utility is pledged to the payment of principal of and interest and redemption premium, if any, on the Bonds, and the Bonds constitute a charge and lien upon the gross revenue of the Waterworks Utility prior and superior to all other charges of any kind or nature, excluding charges for operation and maintenance, except that the charge and lien on the gross revenue of the Waterworks Utility for the Bonds shall be on a parity with the charge and lien thereon for the Outstanding Parity Bonds and any Future Parity Bonds. -6- • • (s) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as it may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate, except the City shall not be required in connection therewith or as a condition thereof to execute a general consent to service of process or to qualify to do business as a foreign corporation in any state. (t) The City has not defaulted in the payment of principal or interest on any of its debt obligations. (u) Any certificate or copy of any certificate signed by any official of the City and delivered to the Underwriter pursuant hereto or in connection herewith shall be deemed a representation by the City to the Underwriter as to the truth of the statements therein made. 5. The Closing. At 8:00 A.M., Pacific Time, on November 21, 2006, or at such other time or on such earlier or later business day as will have been agreed upon by the City and the Underwriter (the "Closing Date"), the City will deliver or cause to be delivered to the Underwriter the Bonds, duly executed and authenticated, through the facilities of DTC in New York, New York or such other place to be mutually agreed upon by the City and the Underwriter, and will deliver to the Underwriter the documents mentioned in Section 6 hereof, at such place in Seattle, Washington as may be agreed upon by the City and the Underwriter. The Bonds will be issued as one fully registered Bond for each maturity, registered in the name of "Cede and Co.," as registered owner and nominee for DTC, as securities depository. The Underwriter will accept such delivery and pay the Purchase Price of the Bonds as set forth in Exhibit "A" hereto, by wire transfer to the City in immediately available federal funds. The documents mentioned in Section 6 shall be made available for inspection in Seattle, Washington, or at such other location as is mutually agreeable, by the Underwriter at least one full business day before the Closing Date. The Bonds shall be made available to the Underwriter at the offices of DTC (or its agent) at least one business day before the Closing Date for purposes of inspection, and are to be left with DTC (or its agent) for safekeeping until release at Closing. The Underwriter acknowledges that the City is to have no responsibility for such safekeeping of the Bonds. 6. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriter's obligations under this Purchase Contract are and shall be subject to the performance by the City of its obligations to be performed hereunder and under the documents mentioned in this Section 6, on or before the Closing Date, and also shall be subject to the following conditions: (a) receipt of a certificate from a duly authorized officer of the City that the representations and warranties of the City contained herein shall be true, complete and -7- • • correct in all material respects at the date hereof and on the Closing Date, as if made on and as of the Closing Date; (b) on the Closing Date (i) the Transaction Documents shall be in full force and effect, and none of the Transaction Documents shall have been amended, modified or supplemented, except as therein permitted or as may have been agreed by the Underwriter in writing, (ii) the Official Statement shall not have been amended, modified or supplemented, except in such manner as may have been agreed to in writing by the Underwriter, (iii) no change other than such information which is dependent upon the final pricing of the Bonds shall have been made between the Preliminary Official Statement and the Official Statement, except those changes that have been accepted by the Underwriter, and (iv) the City shall perform or shall have performed all of its obligations required under or specified in this Purchase Contract, the Official Statement, the Bond Ordinance and the Outstanding Bond Ordinances to be performed at or prior to the Closing Date; (c) on the Closing Date, no default shall have occurred or be existing under the Bond Ordinance, nor shall any event have occurred which, with the passage of time or the giving of notice, shall constitute a default under the Bond Ordinance, nor shall the City be in default in the payment of principal or interest on any of its obligations for borrowed money; and (d) on or before the Closing Date, the Underwriter shall receive the following documents relating to the issuance of the Bonds: (1) a copy of the Bond Ordinance certified by the City Clerk as having been duly passed or authorized by the City and as being in full force and effect on the Closing Date, together with all changes or amendments so certified; (2) Two copies of the Official Statement manually executed on behalf of the City by the Mayor of the City; and, as promptly as practicable after the Closing Date, such reasonable number of certified or conformed copies of the Official Statement as the Underwriter may request; (3) the approving legal opinion of Foster Pepper PLLC, Bond Counsel to the City, as to the Bonds, dated the Closing Date and substantially in the form included in the Official Statement as Appendix "B", together with a letter addressed to the Underwriter authorizing the Underwriter to rely upon such opinion as if it were addressed to the Underwriter; (4) a supplemental opinion of Bond Counsel, dated the Closing Date, substantially in the form and substance set forth in Exhibit "B" attached hereto, either addressed to the Underwriter, or together with a letter addressed to the Underwriter authorizing the Underwriter to rely upon such opinion as if it were addressed to the Underwriter; -8- • • (5) a certificate of the City's Finance Director, dated the Closing Date, substantially in the form and substance set forth in Exhibit "C" hereto; (6) a policy of municipal bond insurance insuring the payment of principal and interest on the Bonds (the "Municipal Bond Insurance Policy") by Financial Security Assurance Inc., (the "Bond Insurer); (7) An opinion or opinions of internal counsel to the Bond Insurer regarding (i) the enforceability of the Municipal Bond Insurance Policy and (ii) the adequacy of the information regarding the Bond Insurer and the Municipal Bond Insurance Policy set forth in the Official Statement; (8) evidence, satisfactory to the Underwriter, that Moody's Investors Service shall have given the Bonds an underlying rating of A2 and a rating of Aaa based on the purchase of the Municipal Bond Insurance Policy; (9) a certificate of a professional registered engineer experienced in municipal utilities and licensed to practice in the State as required in the Outstanding Bond Ordinances and the Bond Ordinance showing that the coverage requirements set forth in the Outstanding Bond Ordinances and the Bond Ordinance upon the issuance of additional parity bonds, such as the Bonds, have been met; (10) a tax and non -arbitrage certificate of the City containing covenants and representations as to the tax-exempt status of the Bonds, dated the Closing Date, signed by the Mayor of the City, in form and substance satisfactory to the Underwriter; (11) the Letter of Representations between the City and DTC; (12) a copy of the Disclosure, No Default and Tax Certificate of the Bond Insurer (or such certificate of substantially similar title); and (13) such additional certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy as of the Closing Date of the representations of the City and the due performance or satisfaction by the City at or before such time of all agreements then to be performed and all conditions then to be satisfied by the City. (e) Subsequent to the Closing, the Underwriter shall receive no fewer than three hardbound copies and one softbound copy of the transcript proceedings relating to the Bonds. 7. Termination of Contract. In recognition of the desire of the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such public offering, the Underwriter shall have the absolute right to terminate this Purchase Contract by notification to the City if at any time on or before the Closing Date: -9- • • (a) An amendment to the Constitution of the United States or the State shall have been adopted which, in the reasonable judgment of the Underwriter, materially adversely affects the marketability of the Bonds. (b) Legislation is introduced or adopted by the House of Representatives or the Senate of the United States Congress or the State Legislature, or a decision by a court of the United States, the United States Tax Court or a State court shall be rendered, or a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made, with respect to federal or State taxation upon revenues or other income of the general character of the revenues pledged to the payment of the Bonds or upon interest received on bonds of the general character of the Bonds or which ruling, regulation or official statement would, in the reasonable judgment of the Underwriter, have the effect of changing, directly or indirectly, the federal or State income tax consequences of interest on bonds of the general character of the Bonds in the hands of the holders thereof, which in the reasonable judgment of the Underwriter materially and adversely affects (i) the market price or marketability of the Bonds or (ii) the ability of the Underwriter to enforce contracts for sale of the Bonds. (c) Legislation shall be introduced, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate of the United States Congress of the United States, or a decision by a court of the United States shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect, or with the purpose or effect of otherwise prohibiting the issuance, offering or sale of obligations of the general character of the Bonds, or the Bonds, as contemplated by this Purchase Contract or by the Official Statement. (d) Any legislation, resolution, ordinance, rule or regulation shall be introduced in, or be enacted or promulgated by, any governmental body, department or agency of the United States or in the State, or a decision by any court of competent jurisdiction within the United States or within the State shall be rendered which, in the reasonable judgment of the Underwriter, materially and adversely affects (i) the market price or marketability of the Bonds or (ii) the ability of the Underwriter to enforce contracts for sale of the Bonds. (e) There shall have occurred any outbreak of hostilities or escalation of current hostilities or any national or international calamity or crisis, the effect of such outbreak, escalation, calamity or crisis, in the reasonable judgment of the Underwriter, being such as would materially and adversely affect (i) the market price or marketability of the Bonds or (ii) the ability of the Underwriter to enforce contracts for sale of the Bonds. -10- • (f) There shall be in full force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange, whether by virtue of a determination by the New York Stock Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction. (g) A general banking moratorium shall have been declared by federal, New York or State authorities having jurisdiction over banking matters and shall be in force or there shall have occurred a major financial crisis or material disruption in commercial banking or securities settlement or clearance services which, in the reasonable opinion of the Underwriter, materially impairs the investment quality, the marketability or the market price of the Bonds. (h) A change other than such information which is dependent upon the final pricing of the Bonds shall have been made between the Preliminary Official Statement and the Official Statement, except those changes that have been agreed to in writing by the Underwriter. (i) Any event shall occur which, in the reasonable judgment of the Underwriter, results in the Official Statement containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements and information therein contained, in light of the circumstances under which they were made, not misleading or any fact or condition as contemplated by the fifth paragraph of Section 2 hereof shall have occurred or become known which, in the reasonable opinion of the Underwriter, would materially and adversely affect the marketability or market price of the Bonds and which, in the reasonable opinion of the Underwriter, requires the preparation and publication of a supplement or amendment to the Official Statement. (j) There shall have occurred, after the signing hereof, a default with respect to the debt obligations of the City or proceedings under the federal or State bankruptcy laws shall have been instituted by or against the City, the effect of which, in the reasonable judgment of the Underwriter, is such as to materially and adversely affect (i) the market price or marketability of the Bonds or (ii) the ability of the Underwriter to enforce contracts for sale of the Bonds. (k) The ratings of the City by any rating agency, including Moody's Investors Service, in effect as of the date hereof shall be withdrawn or lowered, and, in the reasonable judgment of the Underwriter, such action materially and adversely affects: (i) the market price or marketability of the Bonds, or (ii) the ability of the Underwriter to enforce contracts for sale of the Bonds. If the City shall be unable to satisfy the conditions contained in this Purchase Contract or if the obligations of the Underwriter shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and neither the Underwriter nor the City shall be under a further obligation hereunder, except as set forth in Section 8 hereof. -11- • • 8. Expenses. The City shall pay or cause to be paid from the proceeds of the Bonds or other funds of the City available to it, the expenses incident to the performance of its obligations hereunder, including, but not limited to: (i) the fees and disbursements of the Bond Registrar in connection with the issuance of the Bonds; (ii) the fees and disbursements of Bond Counsel, special counsel to the City, if any, and any other financial advisors, experts or consultants retained by the City in connection with the transactions contemplated hereby; (iii) the cost of obtaining ratings and municipal bond insurance on the Bonds; and (iv) the cost of preparing and printing the Preliminary Official Statement and the final Official Statement. The Underwriter shall pay the cost of delivering the purchase price of the Bonds in immediately available federal funds and all other expenses it incurs in connection with the Underwriter's public offering and distribution of the Bonds, including the costs of any Blue Sky or legal investment memoranda, any Blue Sky filings and any fees and disbursements of its counsel. 9. Notice. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the City, City Hall, 6200 Southcenter Boulevard, Tukwila, Washington 98188-2599, Attention: Kevin Fuhrer, Finance Director, and any notice or other communication to be given to the Underwriter under this Purchase Contract may be given by delivering the same in writing to Sean Keatts, Vice President, Lehman Brothers Inc., 701 Fifth Avenue, Suite 7101, Seattle, Washington 98104- 7016. 10. Entire Agreement. This Purchase Contract shall constitute the entire agreement between the City and the Underwriter and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter). This Purchase Contract shall become effective when accepted by the City in writing as heretofore specified, shall constitute the entire agreement between the City and the Underwriter and may not be amended or modified except in writing. No other person shall acquire or have any right hereunder by virtue hereof. All the City's representations, warranties and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract. 11. Governing Law. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State. 12. Counterparts. This Purchase Contract may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one and the same document. -12- • • 13. Severability. If any one or more of the provisions of this Purchase Contract are declared by a court of competent jurisdiction to be contrary to law, then such provision shall be deemed separable from, and shall in no way affect the validity of, any of the other provisions in this Purchase Contract. LEHM BR TH RS INC. Sean Keat s, Vice 'resident Accepted and agreed to as of the date first above written: CITY OF TUKWILA, WASHINGTON By: Print Name: 6%EvEdj /4 , M U Lt& T Print Title: M 4 Yt -13- • • EXHIBIT C CERTIFICATE REQUIRED BY SECTION 6(d)(5) OF THE PURCHASE CONTRACT I, Kevin Fuhrer, Finance Director of the City of Tukwila, Washington (the "City"), in connection with the issuance by the City of its $3,180,000 Water and Sewer Revenue Bonds, 2006 (the "Bonds"), hereby certify as follows: (1) The representations and warranties of the City contained in the Bond Purchase Contract dated November 6, 2006, between the City and Lehman Brothers Inc., relating to the sale of the Bonds, are true and correct in all material respects on and as of the date hereof as if made on the date hereof. (2) To the best of my knowledge, after due inquiry, no event materially affecting the Waterworks Utility or the City has occurred since the date of the Official Statement that has not been disclosed therein by supplement or amendment and that should be disclosed in the Official Statement for the purpose for which it is to be used or for which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect. (3) Nothing has occurred since October 30, 2006, that is material and that has not been disclosed and should be disclosed to make the District's financial statements true and correct. (4) The information contained in the Official Statement (excluding therefrom the information regarding DTC and its Book Entry Transfer System and Financial Security Assurance, Inc.), to the best of my knowledge, fairly and accurately summarizes the information presented therein and does not misstate or omit any material information required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. (5) Subsequent to the date of the Official Statement there has not been any change, or any development involving a prospective change, which would make any of such statements and information inaccurate or incomplete in any material respect on and as of the Closing Date and which has not been set forth accurately and completely in an amendment or supplement to the Official Statement. maY- /- IN WITNESS WHEREOF, I have set my signature od'-1e 14,2006. CITY OF TUKWILA King County, Was gton 1 14 a Kevin Fuhrer; Finance Director • a CLOSING CERTIFICATE I, STEVEN M. MULLET, certify that I am the duly elected and acting Mayor of the City of Tukwila, Washington, (the "City"), authorized to execute and deliver this certificate and further certify on behalf of the City as follows: 1. This certificate is delivered in connection with the issuance of the $3,180,000 par value Water and Sewer Revenue Bonds, 2006 (the "Bonds"), of the City. 2. To my knowledge and belief, the Official Statement dated November 6, 2006 (the "Official Statement"), relating to the Bonds, is accurate and complete, and neither the Official Statement nor any information furnished by the City supplementary thereto contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. Since the date of the Official Statement, no event occurred which should have been set forth in an amendment or supplement to the Official Statement. 3. There has been no material adverse change in the operation or financial affairs of the City since the date of the Official Statement. 4. No litigation of any nature is now pending or, to my knowledge, threatened, seeking to restrain or enjoin the issuance and delivery of the Bonds or the collection of the revenues, rates and charges pledged to pay the principal of and interest on the Bonds, or in any manner questioning the proceedings and authority under which the Bonds are issued or the validity of the Bonds thereunder; neither the corporate existence or boundaries of the City nor the title of the present officers to their respective offices is being contested; and no authority or proceeding for the issuance of the Bonds has been repealed, revoked or rescinded. 5. Ordinance No. 2136 of the City, the ordinance authorizing the issuance and sale of the Bonds, has not been modified or repealed. 6. The execution of this certificate shall constitute the execution of the Official Statement by the City. 7. The representations of the City contained in the Purchase Contract for the Bonds dated November 6, 2006, between the City and Lehman Brothers Inc. were true and correct when made and are true and correct as of this date. 50742912.1 DATED as of November 21, 2006. CIT OF TUKWILA, WASHINGTON Lout y'v\ A/\�E-- Steven M. Mullet, Mayor • SIGNATURE IDENTIFICATION CERTIFICATE STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) I, JANE E. CANTU, certify that I am the Clerk of the City of Tukwila, Washington, (the "City"), and have been at all times since June 4, 1990 and that STEVEN M. MULLET is the Mayor of the City and has been at all times since January 1, 2000. I further certify that the $3,1$0,000 par value Water and Sewer Revenue Bonds, 2006, of the City dated November 21, 2006, bear my facsimile signature as Clerk of the City and the facsimile signature of STEVEN M. MULLET as Mayor of the City. CITY OF TUKWILA, WASHINGTON E. Cantu, Clerk SUBSCRIBED AND SWORN TO before me this day of November, 2006. 50742912.1 A1407A- gnature of Notary) X A -O 11 (Legibly Print or Stamp Name of Notary) Notary publicin and for the State of Washington, Ke- residing at ir\.e- I J,i4k6 \ , My appointment expires 3 - — i 0 • • EXHIBIT A DESCRIPTION OF CERTAIN TERMS OF THE BONDS City of Tukwila, Washington Water and Sewer Revenue Bonds, 2006 Principal Amount of $3,180,000 Aggregate Principal Amount: less aggregate underwriter's discount: plus aggregate original issue premium: Aggregate Purchase Price: Maturity Dates, Principal Amounts, Interest Rates, Due Principal December 1 Amount 2007 $ 100,000 2008 110,000 2009 115,000 2010 120,000 2011 125,000 2012 130,000 2013 135,000 2014 140,000 2015 145,000 2016 150,000 *** *** 2026 1,910,000 Redemption Provisions: $3,180,000.00 (26,791.50) 58,885.20 $3,212,093.70 Yields and Prices: Interest Rate Yield Price Cusip No. 4.00% 3.62% 100.379 899057FQ1 4.00 3.64 100.696 899057FR9 4.00 3.66 100.965 899057FS7 4.00 3.68 101.186 899057FT5 4.00 3.70 101.363 899057FU2 4.00 3.73 101.444 899057FV0 4.00 3.77 101.407 899057FW8 4.00 3.81 101.302 899057FX6 4.00 3.85 101.133 899057FY4 4.00 3.89 100.905 899057FZ1 *** *** *** *** 4.50 4.21 102.351 899057GA5 Optional Redemption. Bonds maturing in the years 2007 through 2016, inclusive, shall be issued without the right or option of the City to redeem those Bonds prior to their stated maturity dates. The City reserves the right and option to redeem the Bonds maturing on December 1, 2026, prior to their stated maturity date at any time on or after December 1, 2016, as a whole or in part (within one or more maturities selected by the City and randomly within a maturity in such manner as the Bond Registrar shall determine), at par plus accrued interest to the date fixed for redemption. Mandatory Sinking Fund Redemption. The Bonds maturing in 2026 are Term Bonds and, if not optionally redeemed or purchased in the open market as provided in the Bond Ordinance, shall be called for redemption randomly (in such manner as the Bond Registrar shall determine) at par plus accrued interest, if any, on December 1 in the years and amounts as follows: Mandatory Redemption Years December 1, 2017 December 1, 2018 December 1, 2019 December 1, 2020 December 1, 2021 December 1, 2022 December 1, 2023 December 1, 2024 December 1, 2025 December 1, 2026* *Redemption Date Mandatory Redemption Amounts $155,000 165,000 170,000 180,000 185,000 195,000 200,000 210,000 220,000 230,000 Open Market Purchase. 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 acceptable to the City plus accrued interest to the date of purchase. All Bonds purchased or redeemed by the City under and pursuant to the Bond Ordinance shall be cancelled. • • EXHIBIT B [Letterhead of Foster Pepper PLLC] , 2006 City of Tukwila, Washington 6200 Southcenter Boulevard Tukwila, Washington 98188-2599 Lehman Brothers Inc. 701 Fifth Avenue, Suite 7101 Seattle, Washington 98104 Re: City of Tukwila, Washington $3,180,000 Water and Sewer Revenue Bonds, 2006 Dear Ladies and Gentlemen: At the request of the City of Tukwila, Washington (the "City"), we have served as bond counsel to the City in connection with the issuance of $3,180,000 aggregate principal amount of the City's Water and Sewer Revenue Bonds, 2006 (the "Bonds"). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Ordinance No. 2136 of the City (the "Bond Ordinance") passed by the City Council on November 6, 2006, or in the bond purchase contract, dated November 6, 2006 (the "Purchase Contract"), between the City and Lehman Brothers Inc., as Underwriter for the Bonds. In such connection we have examined a certified transcript of proceedings relating to the issuance of the Bonds and such letters, documents and materials relating to the Bonds, including the Bond Ordinance, the Preliminary Official Statement and the Official Statement and such other documents and materials as we have deemed relevant and necessary in order to enable us to express the opinions set forth below. This opinion is being delivered to each of you pursuant to the requirements of Section 6(d)(4) of the Purchase Contract. Based upon such examination, it is our opinion that: 1. The City has the requisite right and power under the Constitution and the laws of the state of Washington (the "State") to pass the Bond Ordinance, and the Bond Ordinance has been duly and lawfully passed by the City, is in full force and effect, is valid and binding on the City and is enforceable in accordance with its terms except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, or other similar laws affecting the rights and remedies of creditors and principles of equity if equitable principles are sought. 2. The City has all requisite right, power and authority to execute and deliver the Purchase Contract, to perform its obligations thereunder and to carry out the transactions • • described therein; the Purchase Contract has been duly and lawfully authorized, executed and delivered by the City, is in full force and effect, and, assuming due authorization, execution and delivery by the Underwriter, is the legal, valid and binding obligation of the City enforceable against it in accordance with its terms except to the extent that the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors or as to the availability of any particular equitable remedy. 3. All authorizations, approvals or other actions required for the valid execution and delivery by the City of the Bond Ordinance and the Purchase Contract have been obtained and no authorization, approval or other action of the United States of America, the State or any other governmental authority or agency is required therewith, except as otherwise disclosed in the Official Statement. The execution and delivery by the City of the Purchase Contract and the Bonds, and the passage by the City of the Bond Ordinance does not conflict with any existing law of the State or of the United States or the Bond Ordinance. 4. The City has duly ratified the distribution of the Preliminary Official Statement and has duly authorized the execution and delivery of the Official Statement and the distribution thereof by the Underwriter. 5. The statements contained in the Official Statement under the captions "THE BONDS," "SOURCES AND USES OF PROCEEDS," "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS," "RISKS TO BONDHOLDERS," "TAX EXEMPTION," "CERTAIN OTHER FEDERAL TAX CONSEQUENCES," "CONTINUING DISCLOSURE" and "LEGAL MATTERS — 'Litigation,'" insofar as the statements under these captions purport to describe certain provisions of the Bonds, the Bond Ordinance, the laws of the State of Washington, or federal securities and federal tax laws, are true and correct in all material respects; provided, however, that no opinion is expressed as to any statistical or financial information contained therein or information regarding Financial Security Assurance Inc. or DTC and provided further, that our opinion with respect to the statements contained in the Official Statement under the caption "LEGAL MATTERS — 'Litigation,'" is qualified to our actual knowledge, after due inquiry. 6. Although we have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the information contained in the Official Statement, including the appendices thereto (except to the extent expressly set forth in paragraph 5 above), we have participated in the preparation of the Official Statement with representatives of the City's Finance Department and Waterworks Utility and, in the course of such participation, but without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, no facts have come to our attention that caused us to believe that the Official Statement (except for financial and statistical data contained therein, as to which we express no view) as of its date, or as of the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein for the purposes for which the Official Statement is to be used or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. • • 7. The Bond Ordinance, the Purchase Contract, and the Bonds conform in all material respects as to form and tenor with the terms and provisions thereof as summarized and set out in the Official Statement. 8. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and of Section 304(a)(4) of the Trust Indenture Act of 1939, as amended; and it is not necessary in connection with the sale of the Bonds to the public to register the Bonds under the Securities Act of 1933, as amended, or to qualify the Bond Ordinance under the Trust Indenture Act of 1939, as amended. The foregoing opinion is being delivered solely to you in connection with the execution and delivery of the Bonds and may not be relied on by you for any other purpose or by any other person for any purpose without our written consent. We consent to the references to us contained in the Official Statement. Respectfully submitted, FOSTER PEPPER PLLC FSA • • MUNICIPAL BOND INSURANCE COMMITMENT FINANCIAL SECURITY ASSURANCE INC. ("Finandal Security' or "FSA") hereby commits to issue its Municipal Bond Insurance Policy (the "Policy') relating to whole maturities of the debt obligations described in Exhibit A attached hereto (the "Bonds'', subject to the terms and conditions set forth in this Commitment, of which Commitment Exhibit A is an integrated part, or added hereto (the "Commitment'). To keep this Commitment in effect after the Expiration Date set forth in Exhibit A attached hereto, a request for renewal must be submitted to Fi nandal Security prior to such Expiration Date. Finandal Security reserves the right to refuse wholly or in part to grant a renewal. THE MUNICIPAL BOND INSURANCE POLICY SHALL BE ISSUED IF THE FOLLOWING CONDITIONS ARE SATISFIED: 1. The documents to be executed and delivered in connection with the issuance and sale of the Bonds shall not contain any untrue or misleading statement of a material fact and shall not fail to state a material fact necessary in order to make the information contained therein not misleading. 2. No event shall occur whidi would permit any underwriter or purchaser of the Bonds, otherwise required, not to be required to underwrite or purchase the Bonds on the date scheduled for the issuance and delivery thereof ("Closing Date"). 3. There shall be no material change in or affecting the Bonds (induding, without limitation, the security for the Bonds) or the financing documents or the Official Statement (or any similar disdosure documents) to be executed and delivered in connection with the issuance and sale of the Bonds from the descriptions or forms thereof approved by Finandal Security. 4. The Bonds shall contain no reference to Finandal Security, the Policy or the insurance evidenced thereby except as may be approved by Financial Security BOND PROOFS SHALL HAVE BEEN APPROVED BY FINANCIAL SECURITY PRIOR TO PRINTING. The Bonds shall bear a Statement of Insurance in the form provided by Financial Security. 5. Finandal Security shall be provided with: (a) Executed copies of all financing documents, any disclosure document (the "Official Statement') and the various legal opinions delivered in connection with the issuance and sale of the Bonds (which shall be dated the Closing Date and which, except for the opinions of counsel relating to the adequacy of disdosure, shall be addressed to Finandal Security or accompanied by a letter of such counsel permitting Finandal Security to rely on such opinion as if such opinion were addressed to Financial Security), including, without limitation, the approving opinion of bond counsel. Each of the foregoing shall be in form and substance acceptable to Finandal Security. Copies of all drafts of such documents prepared subsequent to the date of the Commitment (blacklined to reflect all revisions from previously reviewed drafts) shall be furnished to Finandal Security for review and approval. Final drafts of such documents shall be provided to Finandal Security at least three (3) business days prior to the issuance of the Policy, unless Finandal Security shall agree to some shorter period. (b) Evidence of wire transfer in federal funds of an amount equal to the insurance premium, unless alternative arrangements for the payment of such amount acceptable to Fi nandal Security have been made prior to the delivery date of the Bonds. (c) Standard & Poor's Credit Market Services, Moody's Investors Service Inc, and Fitch IBCA, Inc. will separately present bills for their respective fees relating tothe Bonds. Payment of such bills by the Issuer should be made directly to such rating agency. Payment of the rating fee is not a condition to release of the Policy by Finandal Security. 6. Promptly after the dosing of the Bonds, Finandal Security shall receive three completed sets of executed documents (one original and either (i) two photocopies (each unbound) or (ii) three compact discs). 7. The Official Statement shall contain the language provided by Finandal Security and only such other references to Finandal Security or otherwise as Finandal Security shall supply or approve FINANCIAL SECURITY SHALL BE PROVIDED WITH FOUR PRINTED COPIES OF THE OFFICIAL STATEMENT 1 • MUNICIPAL BOND .INS URANCE COMMITMENT TERM SHEET Issuer: City of Tukwila, Washington Name of Bonds Insured: Water and Sewer Revenue Bonds, 2006 Principal Amount of Bonds Insured: Not to Exceed $3,220,000 Date of Commitment EXHIBIT A October 24, 2008 Expiration Date: Friday, December 29, 2006* Premium: .34% of total debt service on the Bonds Insured Additional Conditions: 1. The amortization schedule for, and final maturity date of, the Bonds shall be acceptable to Financial Security. 2. See attached Exhibits B -C. Terms used in this Commitment and not otherwise defined shall have the meanings ascribed to them in the transaction document authorizing the issuance of, and setting forth the terms for, the Bonds described above (the "Ordinance'). FINANCIAL SECURITY ASSURANCE INC. Authorized Officer *To maintain the Commitment in effect until the Expiration Date, Finanaal Security must receive a duplicate of this Exhibit A executed by an authorized officer of the Issuer by the earlier of the date on which the Official Statement containing disclosure language regarding Financial Security is circulated and ten days from the date of this Commitment The undersigned agrees that if the Bonds are insured bya policy of municipal bond insurance, such insurance shall be provided by Financial Security in accord ance with the terms of this Commitment CITY OF TUKWILA (WASHINGTON) 4,2AA. Authorized Officer