Ord 92-149# .. � -, � � .
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ORDINANCE N0. �
AN ORDINANCE of the City Council of the City of
Federal Way, iniashington, providing for the
acquisition of the Financial Center Building
for use as City office space by means of a
lease with option to purchase; authorizing
execution of such lease and related documents,
and approving the financing plan for such�
transaction.
WHEREAS, the City of Federal Way, Washington (the "City°), has
surveyed its existing and future needs for office space to house
city officers and administrative staff, has evaluated the cost�of
continuing to lease its current space in the Financial Center
Building, has surveyed the cost of alternative office space
available within the City, and has evaluated options for financing
the-acquisition of office space; and
WHEREAS, Chapter 35.42 RCW authorizes cities to acquire real
and personal property by means of a lease with option to purchase;
and
WHBREAS, the City has determined that the most efficient and
economical way of ineeting the City's existing and future need for
office space is to acquire the Financial Center Building, as
legally described on Exhibit A attached hereto (the "Property"),
by means of a lease with option to purchase, which lease shall be
for a term not to exceed approximately ten years and shall include
an option to purchase, and such other terms, covenants and
conditions as are set forth herein; and
ORIGINAL
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WHEREAS, the City has heretofore entered into a Real Estate
Purchase and Sale Agreement with Earnest Money Provision with Rokan
Partners (the "Seller°), dated February 28, 1992, as amended (the
"Purchase Agreement"), to acquire the Property, subject to final
approval of the City Council; and
WHEREAS, the City Council has determined that acquiring the
Property on the terms set forth •in the Purchase Agreement is in the
best interest of the City and wishes to give final approval to such
agreement; and
WHEREAS, the City has negotiated a financing plan with the
Seller, Seattle-Northwest Securities Corporation, as Underwriter
(the "Underwriter"), and Seattle-First National Bank, as Trustee
(the "Trustee") to acquire the Property and finance the costs of
such acquisition; and
WHERFAS, the City has determined that such financing plan is
in the best interest of the City and provides the most efficient
and economical way of acquiring the Property;
NOW, THEREFORB, THE CITY COUNCIL OF THF CITY OF FEDFR.AL WAY
DO ORDAIN, as follows:
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A. There exists both a present and future need for
office space for City officers and administrative staff.
B. The Property best meets the criteria of the City for
providing such office space.
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C. Acquiring the Property on the terms set forth in the
Purchase Agreement by means of a lease with option to purchase is
the most efficient and economical way of acquiring the Property.
D. It is hereby found and declared that the public
interest, welfare and benefit require the City to acquire the
Property to meet the needs of the City for office apace by means
of the financing plan described herein.
E. It is further found and declared that the lease of
a portion of the Property to the existing tenant under an existing
lease is incidental to the overall public purpose of acquiring the
building for the existing and future office space needs of the
City.
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The Real Estate Purchase and Sale Agreement with Earnest Money
Provision by and "between the City and Rokan Partners, dated
February 28, 1992, as amended, as set forth on Exhibit B attached
hereto and incorporated herein by this reference (the "Purchase
Agreement"), is hereby approved, ratified and confirmed.
Section 3. A��roval of Lease and Trust Agreement. The Lease
between the City and the Trustee is hereby� approved in
subatantially the form set forth on Exhibit C attached hereto and
. incorporated herein by this reference, and the Trust Agreement
between the Underwriter and the Trustee is hereby approved in
substantially the form set forth on Exhibit D attached hereto and
incorporated herein by this reference.
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Section 4. Execution and Delivery of Purchase Aqreement.
Lease and Trust Agreement. The proper officers of the City,
including but not limited to the City Manager, Finance Director,
and City Clerk, are hereby authorized and directed to do everything
necessary for the performance of the Purchase Agreement and the
Lease and to execute and deliver the Purchase Agreement, the Lease
and the Trust Agreement with such modifications, additiona and
completions oE provisions as the City Attorney or bond counsel to
the City shall approve. -
Section 5. Financing Plan. To complete the financing of the
acquisition of the Property by means of a lease with option to
purchase, the following events and transactions shall take place
and are hereby approved:
The City's right to purchase the Property under the Purchase
Agreement shall be assigned to the Trustee, and the Trustee and the
City shall execute the Lease, pursuant to the Trust Agreement. The
Underwriter shall pay to the Trustee a sum equal to the purchase
price of the Property under the Purchase Agreement, plus
capitalized expensea. The Trustee shall pay the purchase price of
the Property under the Purchase Agreement to the Seller and shall
pay the capitalized expensea. Seller's title to the Property shall
be conveyed to the Trustee for the benefit of the owners of
certificates of participation in payments under the Lease to be
executed and delivered by the Trustee. The Trustee will execute
and deliver to the Underwriter, or to the Underwriter�s designees,
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certificates of participation representing undivided proportionate
ownership intereats in the Lease.. The certificates of
participation may be executed and delivered in two series, one tax-
exempt and one taxable, as set forth in the Trust Agreement. .
The interest rate or rates of the interest component of
payments under such Lease shall be as set forth in the consent of
the Underwriter to execution and delivery of the certificates of
participation, as set forth on Exhibit E attached hereto and
incorporated herein by this reference. �
In addition to the Purchase Agreement, Lease and Trust
Agreement approved hereby, all additional documents, consents and
certificates necessary to accomplish these events and transactions
are hereby approved and authorized to be executed and delivered by
the appropriate officers of the City, including but not limited to
the City Manager, Finance Director, and City Clerk, subject to the
approval of the City At'�orney or bond counsel to the City. All
documents, consents and certificates authorized herein shall be
executed and delivered and all payments made simultaneously through
utilization of such escrow or escrows as the Finance Director of
the City and the City Attorney shall determine.
Section 6. Assessed Value and Existing Debt. The actual
value of the taxable property within the City as ascertained by the
last preceding assessment for City purposes is $3,213,952,495. The
total amount of outstanding general obligation indebtedness of the
City, whether voted or non-voted, as of August 1, 1992, is
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$13,910,000. The total amount of outstanding lease debt of the
City entered into pursuant to Chapter. 35.42 RCW is $1,450,000.
The outstanding obligation of the City represented by the principal
amount of the Lease, when executed and delivered, shall not exceed
$2, 33�, 000 .
Section 7. GPries A Lease Payments Not ArbitraQe Bonds. The
City hereby certifies that on the basis of the facts, estimates
and circumstances in existence on this date, it is not expected
that the Property will be used in a manner that wou2d cause the
Series A Lease Payments (as defined in the Lease) or any
certificates of participation therein to be "arbitrage bonda" under
Section 148 of the United States Internal Revenue Code of 1986, ae
amended, and all regulations relating thereto. '�'he City covenants
that it will comply with said Section 148 and the regulations
thereunder in effect from time to time, as long as the Series A
Lease Payments remain outstanding. .
The City covenants that it will not take any action or permit
any action to be taken that would cause the Series A Lease Payments
in the Lease authorized hereunder to constitute private activity
bonds under Section 141 of the United States Internal Revenue Code
of 1986, as amended.
Section 8. �ecial Designation for Series A Lease Payments.
The City hereby designates the Series A Lease Payments as
"�qualified tax exempt obligations" under Section 265(b) of the
Internal Revenue Code of 1986, as amended. The City does not
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expect to issue tax exempt obligations in an aggregate principal
amount in excess of $10,000,000 during.calendar year 1992.
Section 9. ��ase a Limited Tax General ObliQation. The City
hereby irrevocably covenants and agrees for as long as the Lease
remains in effect and any Lease payments due thereunder are unpaid
that it will include in its budget and cause to be levied annually
a tax upon all property within�the City subject to taxation in an
amount which, .with other moneys of the City that ma.y be legally
used and that the City applies for such purpose, will be sufficient
to pay the principal and interest components of the Lease payments
so due thereunder as the same shall become due.
The City hereby irrevocably pledge� that the annual tax
provided for herein to be levied for the payment of such Lease
payments shall be within and as a part of the tax levy permitted
the City without a vote of the people and that a sufficient portion
of each auch annual tax to be levied and collected by the City
prior to the full payment of such Lease payments due will be and
is hereby,irrevocably set aside, pledged and appropriated for the
payment of the principal and interest components of all Lease
payments so due.
The full faith, credit and resources of the City are hereby
pledged for the annual levy and collection of such taxes and for
the prompt payment of such Lease paymenta as the same shall become
due.
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Section 10. Defeasance. In the event that money and/or
"Government Obligat�ions," as such ob�igations are now or may
hereafter be defined in Ch. 39.53 RCW, maturing at such time or
times and bearing interest to be earned thereon in amounts
sufficient to pay or prepay all Lease payments due under the Lease
in accordance with the terms of the Lease, are set aside in a
special account to effect such payment or prepayment and auch money
and the principal and interest components of such Lease payments
are irrewocably set aside and pledged for such purpose, then no
further payments need to be made of any Lease payments under the
Lease, and such Lease and the lessor thereunder shall cease to be
entitled to any lien, benefit or security of this ordinance except
the right to receive the funds so set aaide and pledged, and such
Lease shall be deemed not to be outstanding hereunder.
Section 11. �rior Acts. Any act taken pursuant to the
authority of this ordinance but prior to its effective date is
hereby ratified and confirmed.
Section 12. Effective Date. This ordinance shall be
effective five days after passage and publication of an approved
summary consisting of the title hereto. , �
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PASSED by the City Council of the City of Federal Way at a
regular meeting thereof, held this 4th.day of August, 1992.
CITY OF FEDER.AL WAY, WASHINGTON
s
�'""`'� f, _-1 Mayor
erk
FILED WITH '1'IiE CITY CLERK: 8/4/92
PASSED BY THE CITY COUNCIL: 8/4/92 _
PUBLISHED: 8/7/92
FsFFBCTIVF DATE: 8/12/92
APPROVED AS TO FORM:
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DAVID 0. THOMPSON
Bond Counsel
City of Federal Way
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DoT536 92/08/04
NOTE:
EXHIBITS TO ORDINANCE NO. 92-149
EXHIBITS A, B, C, D & E ARE ON FILE IN CITY CLERK'S OFFICE
Z
EXHIBIT A
Lot 36,
Township 2i
Washington.
Legal Description of Financial Center Property
West Campus Office Park, Division 1, in Section 17 of
North, Range 4 East, W.1�l. King County, Federal Way,
ORIGINAL PURCHASE AND SALE AGREEMENT
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�'I"� 4A�.�v'is5"i' Y.:bLY 'rr'tCVZa":ON
Tbe CSty �edt_�1 �'�y !.`.°�-e'_.- :'?ye:aa���) a7 aaa to
puzc�ase ar� Ra"r.a.z Part*,�*s, a:..��:_�T;;?a L'���� Pa_•tzar::ip, 3
8u�C8ESQ= 1a ��td_eat to Ro.k�.r r��-::2:d, a C}'_ifo�;,ia ge;,eral
b� w»Ci�B 8t'.+�TBSS i5 s�c�..X11.7 �:.�88�i s11�t@ 7GD�
partrers. i
�ekl�nQ CalifoM^'a 9G612, �'�l:�I�:.� �c �o �_sir.saa i:: «,.5e Sta�e
washinc�4:� (heresafter 5ell�z" aq'=ocs to s=1? on tha
felid�inq ta�a, F�e.2 vY co�ca'_Y :�t:.c:-� aa t':e ?i.�r,�C�al Cent�'
Baildir.q� 93534 1sL �4ay 5cu't,�, P�cer�l wsy, rzs';:}q:e:� S8003,
legally deacrii�ed in =�h:�it A, ntitac::a: ha:a �o �.^.d �"1CG
::ersia by t�i� :e:era^.ce.
1 '.'hB t��l t.`,r.TC;`.,�.58 �.1Cs'"�� T'�'0 ?di lla Or!
F�•� �'+�=c Pz'�..e
Hu`�.:ze3 ,r,�.:..� j a•, .�s..� ___.,"`�:.�s 2 �,$d30 �C 0 C 0 3 es e
�or.as�� 3�prava^ar+ts ave6 eo t�e C::y o: Federn2 Xay ia tb9 =..:.ot*:t
ot Two a•sr.droe �*riirty :���n:.: _3a:s ��z�z,coo.cc},.sv_ a aet
pric: oP ^wo ldill:.:r. ��;o Yu.'.3-�es =TM.,-��st.� Do11n� S
(,a�2bd,CC0.00)�
Z. �pth of Pav�,^e�� Ca�'S e� var.zat at -:oe_ng.
Tr4 Yu c►-hz�e_ nll plaee na�xov a
3. a: n8. K zav. T�:
�,er�c far One T�oLSarr�3 bol:�ro tS�.,C6�.�o� a� La�yara ^itlo
2nsuraace Gb�pan 1Z30 Sou:.' l 3 34: h 5t'eez, Yederal kay� tiar�.s.:�Stoa
9800�� t�► ea: :es� �C: ey:.� �ar't:al �zY�P.^.= �r t`a F'�chase price.
�?�nis ea.• �oney �ha12 bv a?rl! e.3 t.�a �otal �..�e.�:ise yrsce.
q, �or.flitien_ cf Tit�e, L��le3S ot�;�Vi�e s:6o�Sed i:� t-hi8
rgreea::�i titl� to :�e ptoF�Y s t� be *x �e Cf al l 6nc�brt�aGCB
or �af�c�s, excep,, t3� r_�nt� reta..e_ _a .e..:�a: patea��s cr g�zte
daed�S bu_± dir,g e: t�aa res*.2iC�iCn6 �2^.�SZI �o �e ar�a, cther w��.ars
pintt�nq a:� �ub�ivisicn re��e�e'�s, ara ;:�ility 6a9e��r:ts 6h�11
flet be dee�s3 ez_ ane� cz ae QctB E.^.eunb� a�ces to ba
dischargs3 rY the sellar aball bt ;rai4 t.*.e Eeller e:i or before
o?.oainc, i
6. �:ti +s�ee, se:lr.: �e:-rar:t$ c� tr:e �:c�er�y is
cor.acetad ta
1�_ publ^c �:�t�: �e��:.-
3_ vell
i C. �uhlic aa�S;M,: :ti.:
aeptic �a-.k
F. r.��e of ��:c d5c-re
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f. Clcs� r,g G� a C�1 c =:ni 5 ca l� c;_Z1 1„=n C� CSEfj �1�"i.�l:�
sixty (60) cale:;dar c �rs frc.:� �.:e ca=�e o_ t:;e City Cou::cil's
^,i-pti�31 ZS S°t fC�ttil 1'7 C°C`iC �.cl,r,•„� 5��15iZC�lOi OZ all
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pi.^°1' CO]':C11L10T75 ZP.Q CC.^.L� J�C°^C1°_S ^E'_'°_1'1 OZ' �c ano�'r,er �l:�:e corEcu
to in writing by the -arties. in�s =_ale =:^-all be closed b�� a
C� CS1P.C� 2C' G�ES1Ci�Z�°C� larC:.�SE urC::cccr �;iQ �e11er Si^�c� 1�
1-_:� diately liU071 G�e'�ZT:(3 CeDG51 w i C� CSi:'�� cG�;,L Z� ��:,S �?"u':E.�tS
cl'�C� r�onies required �O CCiuD�E�� ��e .J11=C::'c52 1'1 �CCC�G�Z:"C2 'N_�.'7
tnis P.gree�,ent.
7. ClosinQ Coszs and :rora�io:�. Seller and rurcn�ser shall
each pay one-half of t�e Escrcw =�es. Seller =_:^all �ay rE�l 2SLZL2
2XC15@ 't3X� lf ZI'1�. ?�'O real ES�cLE CO?P.�15S10':S SPZ11 L° D'a1C3 c5 c
result of this transaction. Taxes for th Cli?'rET1L year ard all
rents, interest, utilities ar.d o�her lier.s and charces shall be
prorated as of cles? ng. Seller =_::all nay �res° C•^•8rCE5 accruing to
the date of closing on cr befere '�he date of cicsir•g. Seller shall
pay for the cost of Purc'r.aser' s=? T� title i::=_urance policy.
8. Possession. ?urchaser shall be enti�led to possessicn on
closing. "Closing" neans the date upon which all documents are
recorded and the sale proceeds are available to the �eller.
9. Default and Attornev's Fees. If the Seller defaul�s i�
its contractual performance hereiz, �he ?urc'r.aser nay seek specific
performance pursuant to Lhe ter_s of this ?greeTent, c�arages, or
recision. If the Purchaser seeKS dau�ages or recision, the earnest
money, upon demand, shall be re�urned in full �o the Purchaser. If
the Purchaser defaults lri �S CCi�L�2C�i18�. l�c�i01"i::''cT10E hereiz, Li'=°
earnesi aoney, 111�OT1 demand 8.^.�17 b8 IOrIE1�EC� LO L!'i2 Seller 8?7C�
shall be the sole and exclusive �er.:edy fcr de�aul� available to �he
Seller I?7 the event O litig�Lion LO B:7iC?"C2 dl"i� Oi �r2 ter�s or
provisions herein, each party snall pay all its okn cos�s and
attorney's fees.
20. Title Insurance. The Seller, at Se13er's e>:pense, shall,
immediately, upon execution by 2� I PZ?"t1E5 �o this Agree�ent, annly
for an AI:TA for.a of Purcha=_=r's policy of �itle insura�ce. The
preliminary comtnitmen� tI7ErEL0� and the �1.�� E DOZ? Cy �O b2 SSLEQ�
shall contain r,a exceptiors c��::er than 5�::�ral exc?usior.s ar.d
exce�tions in said standard :cr� and any �;:a� T�ay �e excepted
herein Ti �'i.l�le cannot be u:cG° SO 17^,SLiI'eD� E Dr1Gr �O 'C�?E C1051fl.C'j
date, the earnest i�IOP.E� shall �8 I'et �urned 1:� Fll� 1 �O L�'1B P11rCl1zSE?"
any and all costs shall be paic by the Seller, and this P.greer�ent
shall thereupon be terminated. T:^.e Purc::a=_er r«ay elect to waive
any such cefects or encua.bra:
11. Convevar.ce-karrar,tv �eed. Title s�all be ccnveyed Ly
statutory ��arranty ceed.
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1.2 Perfor=�.a �_T'1�.° 1S =S=E C= -O L.^.1S `.c7�"EE'.E':L.
13 Records Ct'��i °S c:''^� =c :^o ccl l cr e;n�l 1 r�'pV?
LO tf:E Purcnaser W1Ln1:"1 ���'z� CZ�P_r:C?I" C�}'S OT c�DrOV21 OI
this P.greement by the rederal ray Ci`y Cc��-:c� 1 a ccpy of any �nd
dll SO11S O1' hazardous u`iZ�ErlZ� S=c_ �1"�S Cr cL'�f7'-ES C1' preli-:iir
reports or studies related to _.._s �rcperty cr ti:e a. prcxi::�ately
five acres adjacent to t'�is ��o. erty c•.;^ed Ly t�.e �eller. In
Zf3Q1't10T1� t.PE Seller shall D1'G'J'_�2 �O L: 2: ill'C.^.cSEr ;:O 1'�LEr L..c7
�7'iE date Oi CZOS1TlC3 dll 'lc.^.S ��c5 �'111 �5'� ci:S S �LQ1°S 2i:�C�
other reports related to t:-:e prcp�rty, �'rle Luilding and its
development.
14. Feasibilitv Contince:-cies. ?urc:Zaser's caligation to
close this transaction is co�ditier.ed L�on and subject to
Purchaser's satisfaction OZ cha=_er's hd1VEr Ci 'C:1E iO��Cwl7'iQ
contingencies These COl�t1T'i�E:':C?8S 'cl'2 ??'I cCQ1�1C71 �O chy O�I:•2?'
contingencies or condiLions co::�ain=_d r
A. Purchaser's dete�ination trat the soils oi the
property, or s�ructures or iu�prove�ents on tne
property,�are free fro� any razardous substanc�s
whatsoever. r�.�rc2:aser has forty-five (45) days
from the date o= Purchaser's receipt of Seller's
acceptance oi ��is offer to notify Seller of
Purcha=_er's dete�ination.
3. During this cor.�.ingency DE1'10CZ the Seller s:�all
reasonably cocperats with ti:e aurch�ser to provide
such informa�ioz �naL �he Purc'r.aser requesLS �o �?�e
extent that suca iniorL.a�ien or documents exist and
are under the ccn�rol of tne Seller, and grant to
the Purchaser L:.e ight to e�ter the property at
reasonable ti�es to inspect and obtain necessary
sa��les froa the same.
C. The Purchaser s^all have the right to extend this
contingency period fcr �hirty (30) days upon notice
of such from :urci:a=_er to Sel�er. The Purch�ser's
contingency ex herein exists solely for the
Purchaser' s be^e= it a*�d s::a 11 be deter�ir.ed in the
exercise of �he ?urchaser's sole discretion.
15. Seller's Re�resenta��cns and warran�ies. Not:aithstanding
the contingency in Section 14 a�e•.�e, it is t::e Seller's obligation
at its �sole cost and ek �o cc-:ply cr er=_ure cor,:pliance with,
and for r,�atters arising oLt c� all feceral, state, foreign and
local laws or ad:ninistrative c.�ers »-ith re=�ect to enviror.-.ental
conditions existing on the cicsing da�e including, without
limitation, the Resource Cc-ser'.'aticn a:.d Recovery zct, the
Comprehensive Environmental RESDC -:se, Ccr.:�er.sation and Liability
Act, the Spill Compensation ar.d Cen�rol =:ct, and the �nvironl;�ental
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Cleanup Respcns i Di 11 �Y =.C� 1`�!7 ES�°_G �O 'C.'i� �urc':ased D1'O'C�er j�
SucZ cblicaticn, a-d �:,y 1_��� 1:=Y t?:at cell°-= -�ay ^ave for a^y
�__ach thereoi, =_i:all c'.lr'J1'.'? cicsir:?.
In the event ?urc:^aser discc or c�ter:-ir.es or is notiiied
�cDQL' the eX15�"i.E:�C@ Ci zi�V E'':1TC':1..E.^.i.Zl CC':Cj1�1Ci� �1I'�CZlid1P.Q�
W1'"i.}':OU� 11:11�i.cT.l0;7� Z SD111 ..:SC^2.�Cp Cr CC�1'�tz:�11:;zL1Ci7� L�:z�
exis�ed 'cS Oi c]'iQ�Or Dr1C?' LO �i:2 C� GS1^� GZLE CI' Z^y cCt C?'
Oiu15S10T1 OCC�1rr1i:0� Dr1Cr L i.O CS1�: 4GL? �i:2 Y'c5ll1+. Oi 'v::71C-'7
-;Z� require I'E cCi.].C;1 Dl:rS''--':t ''i.0 Z„}� z: Cr i g L�?2 DcS15
�O� d552TL10;7 Of cI'i thi 2^.1 cr't� ClZl':S� ir.cluding clai .'�i�5 Oi
qovern�rental Ei,�1L1B5, :11rC^c5c_ S'�dll �rC�. no�i� S211Er
'��?2rEOf ZT1C� Seller S^Z11� a� 1�S SO�E COS'C 'c.:1C� expense, proceed
with due diligence and in good fa_th �o take the �ppropriate action
and response tnereto. In tne e��e:,L t;at Seller fails �o so proceed
wi�h due diligence and �ood =ai�h, the ?urchaser r,�ay, at its
OU�? OTl� proceed �O 'tz}C� ��':E 2. D?"OUrlfl�2 ZCtlOTl Z7�d S1":�� have t?':°
rig�ts to indennity as set fortn below.
16. Seller's Indennities. 2�?otwithstanding Sec�ion 14 above,
the Seller agrees to indea,nify and hold harmless the Purchaser
against and in resnect of, any and all da�ages, claims, losses,
liabilities, judcrents, denznds, iees, obligations, assessments,
and expenses and costs, includi:�g aitnout li�i�ation, reasenable
legal, accounting, consulting, e�gineering and other exnenses wrich
nay be imposed upo� or incurred by Purchaser, or asserted against
t�urchaser, by any other party or parties (including, without
limitation, a governne�tal e�titr), �rising ou� of or in connecticn
with any environ::�ental cor.ditic�, existing as of and/or prior to
L7'IE CZOSI.TIC� date, including �PS ck'UCSUre O'i 27'i perso;� �O 2i�y Si:Ci1
environmental condition, regardless of wnetner such environT�eztal
condition or ex resulted froA activities of Seller or
Seller's pre�ecessors in interest. This ir,�e�nity shall surv?ve
the closing and be in addition to Seller's obligation for breach of
a representation or warranty as may be set forth herein.
�7. Not�ce. Unless other�ise specified, �ny notice required
or �ermitted in or related to ��is Agreement, including any addenda
there�o, r��ust be i� writing, sicr.ec] by t'�e Furchaser cr Seller and
received by the Pl1rC.^.ZSE1" cr celler, as z�ti�icable.. racsinile
transmission of any signed orig:�al docu-,en� shall b� he sa�:e
as transnissio:� of an original. Z(z� JQL
18. Ccnditional Offer =�is offer is subjec\ t2-.e fir.al
at�proval by the receral h�ay City Cou�cil. 5:^.ould Lhis offer not be
approved by the City Counc_1, tne earr.est money shall be
ia�ediately ?'H �O t?i8 C1��jl. �O r1C:iT.S Or respcnsibilities
shall accrue to either �arty a-3 this rgree-.ent shall be null and
void if not appro•.�ed by the Ci��� Council.
�i-
v_c�_ "1p�1 12: p�� D J, ��:�R?� i!a�. =-:Y; �:3 P, ul
W aF f-�'�1�.� i� i ��'vif��i� v. ���i��C�v�o��
rl
19. t�,='- s.
�1:�Chasar o o yu:ohe6e `r::d p:oper:;r cn t':e tsrss nr.d
conditao:sII s�o� :orth .`.oroir.. �e::ar chxl� �.ava •.i.z± 1�� 5a p.a+� ef
/�t,y 3s�Z, �y do'_i�c:y o: a aicra9 co r.ar�of to
J. B�Cer.t xnFall, City �ga_, C:ty cf Fo�a:al +.'ay� M`ac'a:r.q�o.n, to
accept t2Lis ofsicar.
D n� ad thi s�� d a y o r .•^.r�- 1 y s�.
v
s'�"ts ::.P.��, c_� o� p�=.�.s, K?�Y
$v
-ca .y an�qtt
J,
3 at xny �oL-.h
e�a1 Xay, 1+�s::i,�tcn 9EDD3
zo. Eallcr' ael:er ay �es tQ se]1 th� �rcPertY
oat tha '�trs az�d ooa3 t_ar.s �.ere��� 6elltr �tkr.axled�rea receigt ot
a aepy o! �.his �s�arst, a3yried by �ll !e�`tias having r6ad tha
t.�Yas u� it or►s abov� anb sqr�oitiq tbere:o� �;:aa� ±c�' t^� �J"�
!.�►,,L, `�'`a.� "r ,Se� D �"J �1?.b9^v".2 .,u o�.� .:�lv. �os 1-tq �.�e i�( �Pt.�-r es
F�- awA I� ax ��r �b ��t'.s,� a•�, s 1...e,e i-,.-,.� n��t .�ey c� F,.et.�� ��''--�e S�
fi •RL*3R ,'CA.h' FA3tT
vr�'� L's." c�,�� `�'�-1Q
��t «ce:a I
9 ay
Rebert Rsnt�_, Prea��en a n Corp.
6aSa=a1 ?art�sr or �to',s.� Fartziars
1815 P:af�clin SttABL, 8;:ita 700
aaxlar.a, cLi:r_n± e s�612
ZS purehaaer�a R�sitiC. P�:�erx�rr ad,caaWlad.ess� reasipt cS
a SEll�' dl�hd3 ca�y of i..h-a t.a :a�t oa Z•
Pes�s�, CI'i'1' CF 1' waY
�y:
,7� �.n.�t xc�a11, C ty )da.uage2�
93Z10�7
�i�
E�HIBIT
LEG.�L DLSCR?PTIO�
LJ
Lot �6, `�'est C�mpus Oi;ice P�k, D:��:sio;► 1, in Sec:ioz 17 of To•.��nship 21
RanQ 4 East, �'1.:�1. Kir,g Co:.-��v, F�er�l \'�'�y. 4s':�i�:�:on.
2�'orth, �e
9
P� O 2d I S S O R Y ?d O T�
$1,000.00
iebruary 1992
FOR t�P_LUE RECEIV�D, `�:^.e City o= ederal k'ay pr��ises �o
pay to Rokan Partners, a Cali:eYniaM^Y�i�Ea rzr�^ersnip, a
Si1CC2550r lIl interest �O KC}:c:i ?cr�,.c�5, z Cd�i=C000a00��L1?�OTl
Partnership, the sum of One _=.ousar•d Dollars ($1,
closing as earnest noney for -�:�rchase of �reperty leqally d��C?"'-b
in Exhibit A attached hereto.
This note =_hall bear '-TteY°st z� Lhe rate of nine perce
�9 0) per annum a�ter raturi�.Y. If this r.ote =_rall be placed in
hands of an attorney for collection, ti:e_Ci�y of rederal k�ay
promises to pay a reasonable attorr.ey's =ees in addition there�o,
or if suit shall be brought io collect ar,y of t:e principal or
interest of this note, City tro�ises �o pay, in addition to the
costs and disbursements prov�ded by statute, such sum as the cour
may adjudge to be a reasonable attorney's fee in such su?t.
This note is made �nd executed under, and is to be
construed by, the laws of the State of k'ashing�on.
Collections of the �onies owed under this Promissory No
are governed by the teras oi �he Purchase and Sale Agreeraent
executed this same date bet�een �he City vf iederal way and holde
of this note.
DATED THIS 2 day of February, 190
CZ't'Y Or i EDERAL WAY
__F�
J. Bren Mcrall
city N,anager
L.�\EF\CAL\ernie
u
MAY 1, 1992 MEMO
E�HIBIT
LEGAI., D�SCRI�TIO�i
Lot 36, \�'est Campus O�iice P�rl:, D:��;so� 1, :n Sect�on 17 of To�»�nship 21
North, R�noe 4 Fzst, `'1.?�'I. King Co•�-:ty, Feder�l 1�'ay, �'�'2shin�ton.
6 E
CITY OF i =DE:R.P.L WAY
i�;emorandum
DATE: May 1, 1992
10• Steve P�derson, P.ssistant City Manager
Deborah Larson, Finance Director
FROM: Carolyn A. Lake, Acting City Attorn
SUBJ£CT: Proposed Purchase of Financial Center Buildinq
Attached please find a second ad�endum to t'r.e Real Estate Purchase
and Sale Agree�ent for the Financial Center Building (City Hall).
This second addendum clarifies that the financing of the purcha=e
of the property shall occur by means of lease purchase financing,
pursuant to a trust agreement..
Pursuant to this financing structure, the seller will convey the
property by warranty deed to the trustee for the benefit of the
holders of the certificates of participation. Since the warranty
deed is issued to issued not to the City but to the trustee, this
second addendua clarifies that the purchaser may assign its
interest under the Purchase and Sale Agreement ta the trustee.
This second addendum further accomplishes the purpose of outlining
the obligations of the trustee under the proposed fin�ncing
structure.
Finally, this second addendum guts the seller on not?ce that the
financing structure proposes a non-municipal owner. This will
affect the issue of excise tax payment. Should the excise tay
payment become a cause of concern for the seller, I would be happy
to supply a copy of the current proposal submitted on behalf of the
City to the Department of Revenue requesting reconsideration of its
opinion that sale of this type does not qualify as excise tax
exempt.
Please note that certain infora�ation needs to be filled in by you
on this second addendum. Accordingly, please fill in �he identity
of the underwriter. Also, pursuant to paragraph 2, upon
preparation of the trust agreeruent, the specific art'icles or
sections of the pertinent trust agreement can be inserted into the
second addendum.
Thank you fcr providing the requested inforr�tion. ?lease advise
if there is any question with regard to this second addendun.
Attachment
92L275
i
i
SECOND ADDENDL'M TO RF.AL �ST�-.=� PL'F2CYASE PtiD SP.LE P.GREE^`EI1T
This Second Fddendura to =ea1 Estate Purchase and Sale
P.greement ("Addendu�") suppler�er.�s and anends that certain Real
Estate Purchase and Sale P.gree�.ent with Earnest Money Frovision,
dated February 28, 1992 ("P.greeWent"), by and anong the City of
Federal Wdy Washing (��PLrC:125Er��� and Rokan Partners, d
California limited partnership, a successor in interest to Rokan
Partners, a California general partnership, wnose address is 1814
Franklin Street, Suite 700, Oakla*�d, California 94612, qualified to
do business in the State of washi:�gton ("Seller" for the purchase
of certain real property co.�:-::cnly knok-n as r inancial Center
Building, 33530 lst Way South, Federal Way, washington 98003, which
is legally described on Exhibit attached hereto and incorporated
herein by this reference ("Property").
RECITP.LS
w�iEREAS, Purchaser wishes to finance its purchase of the
Froperty by �eans of lease-purc:;�se financing arranged by
("Underwriter"),
pursuant to a Trust Agreement ("Trust Agreement") to be entered
into by and between Underwriter and Seattle-First National Bank, as
trustee ("Trustee"); and
WHEREAS, cursuant to the Trust Agreement, payment to Seller on
the day of closing will be provided for as fallows:
Seller will convey the PrcperLy by warranty deed to Trustee
for the ber.efit of holders of cer�ain certificates of participation
(described hereafter);
Trustee will enter into a lease with option to purchase the
Froparty with Purchaser;
Trustee will execute an3 deliver to the Underwriter
certificates of participation in payments due under the lease;
linderwriter will pay to t'r.e Trustee the principal amount of
the certificates of participatio�;
From such funds Trustee wi�l pay Seller the purchase price of
the Property in the amount and �y the method of payment specified
in the Agreement; and
WNEREAS, this plan of fi-ancing will require Purchaser to
assign to the Trustee Purchase�'s right under the P.greement to
purchase the Property; and
WNEREAS, Purchaser and Seller wish to provide for such right
of assignment and to acknowledge the plan of financing that
Purchaser intends to use for ac:uisition of the Property;
NOW, THEREFORE, Purchaser ar.3 Seller, each in consideration of
the representations, covenants and agreenents of the other as set
forth herein, mutually represent, covenant and agree as follows:
1. Assicrnment. Purchaser reserves the right to assign the
P.greement and its rights thereunder. Seller hereby consents in
advance to the assignment of the F.greenent and the conveyance of
the Property to the Trustee as �ay be necessary to accomplish the
plan of financing outlined in the recitals to this Second Addendum.
2. Obligations of Trustee. Seller hereby acknowledges and
agrees that the Trustee, as assignee of Purchaser's rights under
the Agreement and in its capacity as trustee, shall assume and be
obliged to perform only those obligations of Purcnaser in favor of
Seller that are expressly set forth in Article II of the Trust
Aqreement and that the Trustee's liability under the �gree?;:ent
shall be limited solely to (i) the Trust Estate established under
the Trust Agreement and (ii) any iunds transferred to the Trustee
pursuant to Section of the Trust P.greement.
IN WITNESS WHEREOF, the Parties have caused this Second
Addendum to Real Estate Purchase and Sale P.greement to be duly
executed as of this day of 1992.
PURCHASER:
CZTY Or FED£R.P.L WAY
By:
J. Brent McFall, City Manager
33530 lst Way South
Federal Way, kA 98003
S =L�LER
RC:CA,N PP.ZTNERS
By:
Robert Kantor, President,
Rokan Corp., General Partner
of Rokan ?artners
1814 Franklin Street, Suite 700
Oakland, CA 94612
STATE OF k'ASHINGTON
ss.
COLTiTY OF KING
On this day of 1992, before me, the
undersigned, a Notary Public in and for the State of Washington,
duly commissioned and sworn, personally appeared ,7. Brent McFall,
to re know to be the City Manager of the City of Federal way, a
washington municipal corporation, the corporation that executed the
within and foregoing instrument, and acknowledged the said
instruiaent to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentianed, and on
oath stated that he was authorized to execute the said instrument.
Witness my hand and officia? seal hereto affixed the day and
year first above written.
Notary Public in and for the State
of Washington, residing at
STATE OF WASHINGTON
ss.
COUNTY Or KING
My commission expires on
On this day of 1992, before me, the
undersigned, a Notary Public in and for the State of Washington,
duly co=amissioned and sworn, personally appeared Robert Kantor, to
me known to be the President of Rokan Corporation; General Partner
of Rokan Partners, a corporation qualified to do business in the
State of washington, the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation, for the
uses and purposes therein mentior.ed, and on oath stated that he was
authorized to execute the said instrument.
Witness my hand and official seal hereto affixed the day and
year first above written.
Notary Public in and for the State
of k'ashington, residing at
My cca�mission expires on
92L276
SECOND ADDEI�TDUM
SECOND ADDENDUM TO REAL ESTATE PURCHASE AND SALE AGREEMENT
This Second Addendum to Real Estate �urchase and Sale
Agreement ("Addendum") supplements and amends that certain Real
Estate Purchase and Sale Agreement with Earnest Money Provision,
dated February 28, 1992 ("Agreement"), by and among the City of
Federal Way, Washington ("Purchaser"), and Rokan Partners, a
California limited partnership, a successor in interest to Rokan
Partners, a California general partnership, whose address is 1814
Franklin Street, Suite 700, Oakland, California 94612, qualified to
do business in the State of Washington ("Seller"), for the purchase
of certain real property com�only known as Financial Center
Building 33530 lst way South, Federal Way, Washington 98003, whicn
is legally described on Exhibit A attached hereto and incorporated
herein by this reference ("Property").
RECITALS:
WHEREAS, Purchaser wishes to finance its purchase of the
Property by means of lease-purchase financing arranged by Seattle-
Northwest Securities Corporation ("Underwri�er"), pursuant to a
Trust Agreement ("Trust Agreement") to be entered into by and
between Underwriter and Seattle-First National Bank, as trustee
("Trustee"); and
WHEREAS, pursuant to the Trust Agreement, paya►ent to Seller on
the day of closing will be provided for as follows:
Seller will convey the Property by warranty deed to Trustee
for the benefit of holders of certain certificates of participation
(described hereafter);
Trustee will enter into a lease with option to purchase the
Property with Purchaser;
Trustee will execute and deliver to the� Underwriter
certificates of participation in payments due under the Iease;
Underwriter will pay to the Trustee the principal a�ount of
the certificates of participation;
From such funds Trustee will pay Seller the purchase price of
the Property in the amount and by the method of payment specified
in the Agreement; and
WHEREAS, this plan of financing will require Purchaser to
assign to the Trustee Purchaser's right under the Agreement to
purchase,the Property; and
WHEREAS, Purchaser and Seller wish to provide for such right
of assignment and to acknowledge the plan of financing that
Purchaser intends to use for acquisition of the Property;
NOW, THEREFORE, Purchaser and Seller, each in consideration of
the representations, covenants and agreements of the other as set
forth herein, mutually represent, covenant and agree as follows:
1. Assignment. Purchaser reserves the right to assign the
Agreement and its rights thereunder. Seller hereby consents in
advance to the assignment of the Agreement and the conveyance of
the Property to the Trustee as may be necessary to accomplish the
plan of financing outlined in the recitals to this Second Addendum.
2. Obligations of Trustee. Seller hereby acknowledges and
agrees that the Trustee, as assignee of Purchaser's rights under
the Agreement and in its capacity as trustee, shall assume and be
obliged to perform only those obligations of Purchaser in favor of
Seller that are expressly set forth in Article II of the Trust
Agreement and that the Trustee's liability under the Agreement
shall be limited solely to (i) the Trust Estate established under
the Trust Agreement and (ii) any funds transferred to the Trustee
pursuant to Section 2.01 of the Trust Agreement.
IN WITNESS WHEREOF, the Parties have caused this Second
Addendum to Rea2 Estate Purchase and Sale Agreement to be duly
executed as of this da� of 1992.
PURCHA�SER
CITY OF FEDER.AL WAY
By:
J. Brent McFall, City Manager
33530 lst Way South
Federal Way, WA 98403
SELLER:
ROKAN PARTNERS
By:
Robert Kantor, President,
Rokan Corp., General Partner
of Rokan Partners
1814 Franklin Street, Suite 700
Oakland, CA 94612
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day of 1992, before me, the
undersiqned, a Notary Public in and for the State of Washington,
duly commissioned and sworn, personally appeared J. Brent McFall,
to me known to be the City Manager of the City of Federal Way, a
Washington municipal corporation, the corporation that executed the
within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on
oath stated that he was authorized to execute the said instrument.
Witness my hand and official seal hereto affixed the day and
year first above written.
Notary Public in and for the State
of Washington, residing at
My commission expires on
STATE OF WASHINGTON
ss.
COUNTY OF KING
On this day of 1992, before me, the
undersigned, a Notary Public in and for the State of Washington,
duly commissioned and sworn, personally appeared Robert Kantor, to
me known to be the President of Rokan Corporation; General Partner
of Rokan Partners, a carporation qualified to do business in the
State of Washington, the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation, for the
uses and purposes therein mentioned, and on oath stated that he was
authorized to execute the said instrument.
Witne$s my hand and official seal hereto affixed the day and
year first above written.
Notary Public in and for the State
of washington, residing at
My commission expires on
92L276
I :1�:
LEGAL DESCRIPTIO:�I
Lot 36, �'�'est Campus Office Park, Di��ision l, in Sec�oa 17 of To•�.•nship 21
North, Rz�ge 4 Fzst, �'J.�'I. King Coun�y, Feder�l �'.'ay, \�'zshin�toa.
r�RST ADDENI)UM
i
u
Addendum to Purchase and 6ale Agreement
This Addendum to the Purcha=_e and Sale Agreement ("P.greement"
dated February 28, 1992, between the City of :ederal Way ("City"),
as ?urchaser, and Rokan Partners, a Californ�a Li�ited �artnership,
a successor in interest to Rokzn Partners, a California general
par�nership ���RO!{zll��� whose aC�Ql'25S 1S 181� r?'Z7'Lk1171 Street, SL11�E
700, Oakland, California 94612, qualified to do business in the
S�ate of Washington, is en�e�ed into on this 20th day of
April, 1992.
w'HERr.AS, the
prcperty described
Rokan; and
City seeks to �urchase and �okan seeks to sell
in Exhibit A attached hereto, presently ow by
WHEREAS, the Parties acknowledge that the City, as a public
entity, requires a financing.structure satisfactory to the City and
which complies with all applicable statutes, laws anc� regulations;
NOW, THEREFOR£, the Farties %CfrEB as �ollows:
1. Closina.
The Parties shall proceed with closing. on the subject
property pursuant to the terms a�d conditions of the
Agree�ent, except as �odified r�erein, and including the
amendment to Paragra�h 20 of tre oricinal P_greeraent
proposed by Rokan.
2. ContinQencies.
A. The closing of the sa2e shall be contingent upon
financing of the purchase in a mann�r acceptable to
the City in the City's sole determination which aay
or may not i�clude a tax-exempt financing
structure. The City shall have sixty (60) days
from the date of tre City's receipt of Rokan's
acceptance of t�is Addendum `o notify Rokan of the
City's determination of an acceptable financing
structure. The City shall �ave the right to extend
this contingency period upon notice of such
election to Rckan by the City. The City's
contingency ex herein exists solely for the
City's benefit, and shall be determined in the
exercise of tl:e City's sole discretion.
3. The City's closing
conditioned upo�,
engineering repc_t
the City, or t':e
contingency.
of this transaction is further
and is subject to, a structural
of �he building satisfactory to
City's wr�tten �aiver of this
C. The counter-offer is further subject to the final
approval of the rederal h'ay City Council. Should
this offer not be approved by the City Council, the
earnest money shall be immediately returned to tne
City by �okan. '�o rights or responsibilities shall
accrue to either ?arty and this P.greement shall be.
null and void if :.ot�approved by the City Council.
SEL•LER, ROKP.N PARTNERS PL�C�in SER,
CITY Or FEDERAL WAY
By:
President, Rokan Corp.,
General Partner of Rokan Partners
1814 Franklin Street, Suite 700
.Oakland, CA 94612
Date Z y
ed as to Form:
olyn A. Lake, Acting Ci�y AtLorney
�y:
J. Brent NcFall
City Manager
33730 lst Way South
Federal Way, WA 98003
Date:
rT-
92L160
:�:11:
LEGAL DESCRIPTION
Lot 36, West Campus Office Park, Division 1, in Section 17 of Tov��nship 21
rTorth, Range 4 East, ti�J.M. King County, Federl VJay, Washington.
0
ER$IBIT C
0
LEASE WITH OPTION TO PLJRCHASE
by and between
SEATTLE-FIRST NATIONAL BANK, as Trustee, as Lessor
and
CITY OF FEDERAL WAY, WASHINGTON, as Lessee
August 1992
TABLE OF CONTENTS
Page
ARTICLE I: LEASED PREMISES
ARTICLE II: LEASE TBRM
ARTICLE III: LEASL PAYMENTS
3 .1 Lease Payments
3.2 Additional Rent
3 3 Quiet Enj oyment
3 .4 Defeasance
ARTICLE IV: USE
ARTICLE V: TRIPLE NET LBASE
5 .1 Triple Net Lease
5.2 Lease Non-Terminable
5.3 Tax and Utility Charges
5.4 Compliance with Laws
5.5 City's Right to Contest
5.6 Right to Collect from Tenants
ARTICLE VI: ALTERATIONS BY CITY
ARTICLE VII: INDEMNIFICATION AND PIIBLIC
LIABILITY INSIIRANCB
7.1 Indemnification by City
7.2 City's Liability Insurance
ARTICI,E VIII: FIRE AND EBTENDED COVBRAGL INBIIRANCE
ARTICLE I8: OPTION TO PORCHASE LLASLD PREMI888
9 .1 Option to �Purchase
9.2 Exercise of Option
9.3 4ptien,not Exercised
9.4 Conveyance of Leased Premises
ARTICLE B: EMINSNT DOMAIN
10.1 Eminent Domain Proceedings
10.2 Insufficiency of Condemnation Award
10.3 Cooperation of the Lessor
-1-
2
2
2
3
3
4
4
4
5
5
6
6
7
7
7
8
8
9
9
9
9
9
10
10
DOT533 92/08/04
0
n
ARTICLE XI: DESTRUCTION OF LEASLD PREMISES
ARTICLE %II: ACCESS BY LESSOR
ARTICLE XIII: SIIRRENDER OF PREMISES
ARTICLE XIV: ASSIGNMENT AND SOBLLASING
14.1 Assignment by the Lessor
14.2 Assignment and Leasing by the City
14.3 Leases Upon Default
14.4 Notice of Assignment
ARTICLE XV: DEFAIILT BY CITY
15.1 Defaults
15.2 Litigation Expenses
15.3 Waiver
15 4• Force Maj eure
ARTICLE BVI: TAR COVENANTS
ARTICLE BVII: DSFINITIONS
11
11
11
11
11
11
12
12
12
12
13
13
13
14
14
17.1 Definitions 14
ARTICLE 7CVIII: MISCELLANEOIIS 16
18.1 Notices
18.2 No Joint Venture
18.3 Interest
18.4 Entire Agreement
18.5 Registration
18.6 Partial Invalidity
18.7 Recording
18.8 Governing Law, Time
ARTICLE XIR: LESSOR�S LIABILITY
Exhibits
-11-
16
16
16
16
17
17
17
17
17
D0T533 92/08/04
LEASE �PITH OPTION TO PURCHASE
THIS LEASE WITH OPTION TO PURCHASE (the nLease is made as
of the day of August, 1992, by and between Seattle-First
National Bank, as Trustee under that certain Trust Agreement dated
August 1, 1992 (hereinafter defined) approved and consented to by
the City of Federal Way, as lessor ("Lessor"), and the City of
Federal Way, a municipal corporation, duly formed and existing
under the laws of the State of Washington, as lessee (nCity�).
�PITNTs888TH
WHEREAS, pursuant to that certain Trust Agreement dated as of
August 1, 1992, between Lessor and Seattle-Northwest Securities
Corporation (the "Trust Agreement'�), Lessor holds title to certain
real property, including that certain square-foot office
building and other improvements thereon known as the Financial
Center Property located at 33530 1st Way South in the City of
Federal Way. Lessor will execute and� deliver certificates of
participation in this Lease to finance the obligations of the City
to acquire such property under a purchase and sale agreement, as
amended, by and between the City and Rokan Partners, a California
limited partnership. Lessor acts as Trustee in collecting all
rents and sums due under this Lease and forwarding payments due
under such certificates of participation to the Owners thereof; and
WHEREAS, City
laws of the State
enter into a lease
forth herein; and
is authorized
of Washington,
with an option
under the Constitution and the
including Chapter 35.42 RCW, to
to purchase for the purposes set
WHEREAS, the sum of the principal component of Lease Payments
shall not exceed an amount that causes the total indebtedness
created by this Lease, together with all other nonvoted debt of
the City, to exceed one and one-half percent (1.5�) of the value
of taxable property withih the City as of the time the determina-
tion is made, or causes a total amount of lease indebtedness of the
City then outstanding to exceed three quarters of one percent
(.75�) of the value of taxable property within the City, all in
accordance-�rith RCW 39.36.030 and RCW 35.42.200; and
WHEREAS, the Federa7: Way City Council has, by Ordinance No.
adopted on Aug�st 4, 1992, approved this Lease and the
option to purchase contained therein;
NOW, THEREFORE, pursuant to law and for and in consideration
of the mutual premises, covenants and conditions hereinafter
contained, the parties agree as follows:
ARTICLE I: LEASED PREMISES
Lessor hereby leases and grants�immediate possession and use
(in accordance with RCW 84.36.010) to City, and City hereby leases
from Lessor, certain real property legally described in Exhibit A
attached hereto, and by this reference incorporated herein,
together with all buildings and other improvements located thereon
with a street address of 33530 1st Way South in the City of Federal
Way, King County, Washington, commonly known as the Financial
Center Property (the "Leased Premises") subject to all existing
tenant leases, as set forth in the attached Exhibit A-1 (the
"Tenant Leases"). Lessor further unconditionally assigns to City
all of Lessor's rights and interests under the Tenant Leases, and
City assumes all of Lessor's obligations and duties under the
Tenant Leases accruing from and after the date hereof.
ARTICLE II: LEASE TERM
This Lease is effective upon its execution by both Lessor and
City. This Lease shall be for a term of approximately ten years,
commencing on August 1992 and terminating on December 1, 2002,
unless earlier terminated as provided in this Lease. The City's
obligation to make semiannual Lease Payments shall commence on
December 1, 1992.
ARTICLI� IIIt LEASE PAYMENTS
3.1 Lease Pavments.
A. Principal Component of the Lease Pavments. The
principal component of the Lease Payments is reflected in Exhibit
B-1 as the total principal amount of Lease Payments. The principal
component of the Lease Payments includes certain costs, fees, and
expenses incurred in connection with the financing. The Lease
Payments are designated as Series A Lease Payments and Series B
Lease Payments, as set forth in Exhibit B-1. The parties further
agree to the amortization schedules set forth in the attached
Exhibits B-1 and B-2.
B. Interest Comnonent of Lease Pavments. The parties
hereby acknowledge that the interest components of Lease Payments,
representing interest on the principal components of Series•A and
Series B Lease Payments as set forth in Exhibit B-1, has been
determined through negotiation. Such interest shall be calculated
and shall accrue from August 1, 1992. Such process was undertaken
at the direction of the City for the purpose of accomplishing the
financing, through which Lessor obtained title to the Leased
Premises.
2 DOT533 92/08/04
i
C. Pledae to Pay Lease Pavments. City covenants to
make all Lease Payments, as determined in accordance with this
Section 3.1, at such times and in such amounts as set forth in
Exhibit B-2. The obligation of the City•to make the Lease Payments
constitutes a limited tax levy general obligation and indebtedness
of the City. City hereby pledg�s to budget and appropriate from
taxes and other revenues available without a vote of the City's
electors, amounts sufficient, together with other money legally
available therefore, to make such Lease Payments when due, pursuant
to the authority granted the City by RCW 35.42.200.
3.2 Additional Rent. The•City shall be liable for Additional
Rent for costs related to the financing and other costs not
otherwise included in the Lease Payments calculated pursuant to
Section 3.1 above. Such costs may include, but are not limited to,
Trustee's fees pursuant to Section 3.2(A) below, indemnification
of Lessor pursuant to Section 7.1 below, Non-Capitalized Financing
Costs (if any), and costs for which the City is liable pursuant to
Section 5.3 of this Lease. Due to the contingent nature of such
Additional Rent, it shall not constitute a debt of the City for
debt limitation purposes under RCW 39.36.030 and RCW 35.42.200.
A. Compensation of Trustee. Lessor, as Trustee, and
Seattle-Northwest Securities Corporation,� as Underwriter, have
entered into the Trust Agreement, which the City has approved and
consented to. In addition to fees and costs paid at the time of
issuance of the certificates of participation issued as part of the
financing, Lessor, in its capacity as Trustee, Paying Agent and
Registrar for the certificates of participation, shall be entitled
to payment or reimbursement from the City for fees and costs as
provided in Section 6.03 of the Trust Agreement. The City's
obligation to pay any Additional Rent due hereunder shall survive
the termination of this Lease.
3.3 'Quiet Eniovment. Upon payment by the City of the Lease
Payments herein provided, and upon the observance and performance
of the covenants, terms, and conditions on the City's part to be
observed and performed, Lessor covenants that City shall peaceably
and quietly hold and enjoy the Leased Premises for the term hereby
demised without hindrance or interruption by Lessor or any person
or persons lawfully or equitably claiming by, through, or under the
Lessor.
3.4 Defeasance. In the event that money and/or nGovernment
Obligations,n as such obligations are now o�� may hereafter be
defined in Ch. 39.53 RCW, maturing at such time or times and
bearing interest to be earned thereon in amounts sufficient to pay
or prepay all Lease Payments and Additional Rent due under this
Lease in accordance with the terms of this Lease and to satisfy all
claims for indemnification under Section 7.1 hereof, are
3 DOT533 92/08/04
irrevacably set aside and pledged to Lessor in a special account
to effect such payment or prepayment, then no further payments need
be made of any Lease Payments under this Lease and the Lessor shall
not be entitled to any lien, benefit or security in the Leased
Premises, except the right to receive the funds so set aside and
pledged and Lessor shall have no further obligation to the City
hereunder, except under Article IX hereof and under the Trust
Agreement.
ARTICLE IV: USE
City may use the Leased Premises for the occupancy, use,
maintenance and operation of an office building and all uses
incidental thereto, or any other use permitted by law.
ARTICLE V: TRIPI�E NET LEA88
5.1 Triple Net Lease. This Lease is a ntriple net lease"
and except as otherwise expressly provided in this Lease, City's
obligations to make Lease Payments as provided in Section 3.1 of
this Lease, and to pay Additional Rent as provided in Section 3.2
of this Lease, and to perform and observe all other covenants and
agreements of the City contained herein shall be absolute and
unconditional and the failure by the City to make such Lease
Payments at the time and in the amounts set forth in Exhibit B-1
and/or B-2 shall constitute an Event of Default under this Lease.
All Lease Payments shall be made without notice or demand and
without setoff (except as otherwise expressly provided in this
Lease), counterclaim, abatement, deduction or defense whatsoever.
City assumes the sole responsibility for the condition, use,
operation, maintenance, repair and management of the Leased
Premises, and City will, at its cost and expense, keep and maintain
the Leased Premises in good repair and condition and in compliance
with all applicable laws, rules, regulations, statutes, and
ordinances, and will make all structural and nonstructural, and
ordinary and extraordinary changes, repairs and replacements that
may be required to be made upon or in.connection with the building
and other improvements located on the Leased Premises in order to
keep the same in good repair and condition, reasonable wear and
tear and ordinary use and damage by fire or other casualty
excepted. Isot�etithstanding anything in this Lease to the contrary,
City shall have no obligations to indemnify Lessor for any claims,
loss, liabilities or damages arising from the negligent or willful
acts or omissions of Lessor or, in the event of concurrent
negligence, to the extent of Lessor's concurrent negligence.
5.2 Lease Non-Terminable. Except as otherwise expressly
provided in Articles IX, X, XIV, and XV hereof, this Lease shall
not terminate, nor shall City have any right to terminate this
Lease or to be released or discharged from any obligations or
4 DOT533 92/08/04
liabilities hereunder for any reasons, including, without
limitation, damage or destruction of any building or improvements
thereon, it being the intention of the parties hereto that all
Lease Payments payable by City hereunder shall continue to be
payable in all events in the manner and at the times herein
provided unless the obligation to pay the same shall be terminated
pursuant to the express provisions of this Lease. In that
connection, City hereby waives any and all rights which it may now
have or which may at any time hereafter be conferred upon it, by
statute or otherwise, to terminate, cancel, quit or surrender this
Lease except in accordance with the express terms hereof and agrees
that if, for any reason whatsoever, this Lease shall be terminated
in whole or in part by operation of law or otherwise except as
specifically provided herein, City will nonetheless pay to Lessor
(or to whosoever shall be entitled thereto as expressly provided
herein) an amount equal to each Lease Payment at the time such
payment would have become due and payable in accordance with the
terms hereof had such termination not occurred.
5.3 Tax and Utilitv Charges. City shall pay as Additional
Rent all charges �or utility, communication and other services
rendered to or used on or about the Leased Premises assessed and
payable from and after the commencement of this Lease. City also
covenants to and agrees to pay all taxes and assessments levied
upon or payable in respect to the Leased Premises that are assessed
and payable after the commencement of this Lease, provided that if
any such taxes or assessments may be paid in installments without
penalty City shall have the right to pay any such taxes or
assessments in installments. If the City is in default hereunder,,
Lessor shall have no obligation to pay taxes or utility charges,
except as may be specified in the Trust Agreement.
5.4 Compliance with Laws. City shall at all times, at City's
own cost and expense, perform and comply with all laws, rules,
orders, ordinances, regulations and requirements now or hereafter
enacted or promulgated (including, without limitation, all zoning,
pollution and environmental requirements, hereinafter referred to
as "Environmental Requirementsy), of every government and munici-
pality having jurisdiction over the Leased Premises and of any
agency thereof, relating to the Leased Premises, or the facilities
or equipment thereon or therein, or the streets, sidewalks, curbs
and gutters adj�oining the Leased Premises, or the use or operation
of the Leased Premises, whether or not such laws, rules, orders,
ordinances, regulations or requirements so involved shall necessi-
tate structural changes, improvements, interference with use and
enjoyment of the Leased Premises, replacements or repairs, and City
shall so perfona and comply, whether or not such laws, rules,
orders, ordinances, regulations or requirements shall now exist or
shall hereafter be enacted or promulgated, and whether or not such
laws, rules, orders, ordinances, regulations or requirements can
5 DOT533 92/08/04
be said to be within the present contemplation of the parties
hereto.
5.5 Citv's Right to Contest. City sha�l have the right to
contest, by appropriate legal proceedings, any tax, charge, levy,
assessment, lien or other encumbranGe, and/or any law, rule, order,
ordinance, regulation or other governmental requirement affecting
the Leased Premises, and to postpone payment of or compliance with
the same during the pendency of such contest, provided that: (i)
City shall not postpone the payment of any such tax, charge, levy,
assessment, lien or other encumbrance for such length of time as
shall permit the Leased Premises, or any lien thereon created by
such item being contested, to be sold by any federal, state, county
or municipal authority for the non-payment thereof; (ii) City shall
not postpone compliance with any such law, rule, order, ordinance,
regulation or other governmental requirement if Lessor will thereby
be subject to criminal prosecution, or if any municipal or other
governmental authority shall commence a process according to
applicable law to carry out any act to comply With the same or to
foreclose or sell any lien affecting all or part of the Leased
Premises which shall have arisen by reason of such postponement or
failure of compliance; (iii) City shall proceed diligently and in
good faith to resolve such contest; (iv) such contest shall be in
compliance with all laws, rules, orders, ordinances, regulations
or other governmental requirements; and (v) City shall not postpone
compliance with any such laws, rules, orders, ordinances,
regulations or other governmental requirements if the same shall
invalidate any insurance required by this Lease.
5.6 Right to Collect from Tenants. Notwithstanding any
obligations specifically assumed by City under this Lease, City
reserves all rights it may have as assignee to Lessor's interest
in the Tenant Leases to enforce the Tenant Leases according to
their respective terms and City is not releasing any Tenant under
any of Tenant Leases from any obligation which may arise
thereunder.
ARTICLE VI: ALTERATIONS BY CITY
City may, at its own cost and expense, make additions or
improvements to or alterations of the buildings and improvements
now or hereafter erected on the Leased Premises (provided such work
when completed does not impair the structural integrity of such
building or improvements), or construct new buildings and
improvements on any portion of the Leased Premises that is not then
improved with a building or improvement (all of the foregoing are
collectively referred to as nAdditional ImprovementsH).
Notwithstanding the foregoing, City shall not make any Additional
Improvements in violation or the terms of any restriction,
easement, condition or covenant or other matter affecting title to
6 D0T533 92/08/04
the Leased Premises. Any such Additional Improvements shall be
constructed in a good and workmanlike maxiner and in compliance with
all applicable laws, rules, regulations, ordinances and covenants
applicable to the Leased Premises.
ARTICLE VII: INDEMNIFICATION AND POBLIC
I�IABILITY INSIIRANCE
7.1 Indemnification by Citv. To the fullest extent permitted
by law, City covenants to and does hereby indemnify, defend and
hold harmless Lessor from and against all claims and all costs,
expenses and liabilities (including reasonable attorneys' fees)
incurred in connection with all claims, including any action or
proceedings brought thereon, arising from or as a result of the
death of or any accident, injury, loss or damage whatsoever caused
to any natural person, or to the property of any person, as shall
occur in or about the Leased Premises; provided, however, that
Lessor shall not be entitled to such indemnification for damage
caused to Lessor or any third person or entity by reason of the
negligence or intentional acts or omissions of Lessor or in the
event of concurrent negligence, to the extent of Lessor's
comparative negligence. Lessor shall give City prompt notice of
any suit or proceeding entitling the Lessor to indemnification
pursuant to this Section 7.1, and City shall thereafter defend
Lessor in said suit or proceeding at its sole cost and expense.
Lessor shall further be entitled to be indemnified by the City from
any loss, liability, expense, or advance incurred or made, without
negligence or bad faith by the Lessor, in the administration of the
Lease or the performance of Lessor's duties hereunder. Al1
indemnifications and releases from liability granted under this
Lease to Lessor shall extend to its directors, officers, employees
and agents. The Lessor's rights to immunities and protection from
liability hereunder and its right to payment of its fees and
expenses as provided in the Trust Agreement shall survive the
termination.of this Lease. Lessor and City agree that the meaning
of the term "negligencen as used in this Section 7.1 to establish
the obligations of the City in favor of Lessor shall reflect the
standards of care applicable to Lessor hereunder, including without
limitation the standards established in Article XII hereof and
under the Trust Agreement, and shall not reflect any other standard
of care that rnay be applicable to Lessor with respect to third
parties.
7.2 City's Liability Insurance. City shall maintain, or
cause to be maintained, in full force and effect, comprehensive
public general liability insurance covering the Leased Premises in
such amounts as may be established by the City Council from time
to time. City may provide all or a portion of any insurance by
self insurance. Such insurance shall be applied toward
extinguishment or satisfaction of City's liability under
D0T533 92/08/04
a
Section 7.1 of this Lease. Such insurance may be carried under a
blanket policy with umbrella coverage. It is understood that this
insurance covers any and all liabil�ity of the City and its
commissioners, officers, employees and agents, and the procurement
thereof does not constitute a waiver of the defense of governmental
immunity. Such insurance (i) shall include coverage for any
accident resulting in personal injury to or death of any person and
consequential damages arising therefrom; (ii) shall include
comprehensive property damage insurance; (iii) shall be issued by
a financially responsible insurance company or companies; (iv)
shall name Lessor as an additional insured thereunder; (v) shall
provide that the same may not be cancelled without at least 30 days
prior written notice being given by the insurer to Lessor; and (vi)
shall include contractual liability coverage. City shall furnish
to Lessor a certificate of the appropriate City officer that the
City has complied w'ith this Section 7.2.
ARTICLE VIII: FIRE AND EXTENDED COVERAGE INSURANCE
City will carry or cause to be carried fire and extended
insurance coverage covering any building and improvements on the
Leased Premises in.such amounts and covering such risks as the City
Council may require from time to time. Such insurance shall be
carried with financially responsible insurance companies authorized
to do business in the State of Washington, and may be carried under
a policy or policies covering other property owned or controlled
by City. City shall furnish to Lessor, on or before the effective
date of any such policy, certificates of insurance evidencing that
the insurance required by this Article VIII are in force and effect
on the specified date and that the premiums therefor have been paid
and that Lessor is named as an additional insured thereunder. City
agrees that such policies shall contain a provision that the same
may not be cancelled without at least 30 days' prior written notice
being given by the insurer to Lessor and the City shall give Lessor
30 days riotice of any material changes to such policies. The
amount of insurance maintained by City shall be in such amounts as
may be established by the City Council from time to time, or the
City may be self-insured. So lonq as the City is not then in
default under this Lease, the proceeds from any such insurance
shall be paid to the City. If the City is then in default, such
insurance proc�eds, to the extent of the amount in default, will
be paid to Lessor, to be applied as provided in Section 5.09 of the
Trust Agreement.
ARTICLE I8: OPTION TO PORCHASE I,]3ASED PREMI8E8
9.1 Option to Purchase. Provided City is not then in default
under this Lease, the City shall have the option to purchase the
Leased Premises and thereby terminate this Lease upon any
g D07533 92/08/04
termination of this_Lease. The purchase price of the Leased
Premises shall be an amount equal to the total principal component
of Lease Payments set forth on Exhibit�B-1, plus interest accrued
thereon to the date of termination of this Lease at the applicable
rate(s) set forth on Exhibit B-1 less a credit of all Lease
Payments paid by the City prior to the date of prepayment, plus an
option fee of One Hundred Dollars ($100.00).
9.2 Exercise of Option. The City shall give Lessor not less
than 60 days' written notice of its election to exercise its option
to purchase under Section 10.1 hereof in the form set forth in
Exhibit C attached hereto. The purchase price shall be paid in
cash or same-day available funds on the closing date specified in
such notice (or such other date as the City and Lessor may mutually
agree).
9.3 Option not Exercised. If the City does not exercise the
purchase option hereunder upon expiration of the term of this
Lease, then, after giving City 90 days' written notice, Lessor may
sell the Leased Premises to any third party. The proceeds from
such sale, less the Lessor's costs in connection with the sale and
any other sums owing to the Lessor hereunder, shall be distributed
to the City.
9.4 Conveyance of Leased Premises. On the closing date
specified in the notice of election to exercise purchase option,
or such other date as the City and Lessor may mutually agree,
Lessor shall convey the Leased Premises as they may then exist to
the City by special warranty deed, subject only to (i) those liens
and encumbrances, if any, to which title to the Leased Premises
were subject when conveyed to Lessor, (ii) those liens and
encumbrances created by the City or to the creation or suffering
of which the City consented, (iii) those liens and encumbrances
resulting from the failure of the City to perform or observe any
of the agreements on its part contained in this Lease, and (iv) the
rights and title of any condemning authority described in Article X
hereof, and this Lease shall terminate, if this Lease has not
already terminated by its terms. Lessor shall not be required to
make any representations regarding the condition of the Leased
Premises and City agrees to accept the Leased Premises in an "as
is" condition._ Nothing herein shall be construed to require City
to exercise the purchase option herein granted.
ARTICLE B: EMINENT DOMAIN
10.1 Eminent Domain Proceedinas. The following provisions
shall apply with respect to eminent domain proceedings:
A. Total Takincr. If all of the Leased Premises are
taken by eminent domain, then the City shall comply with the
g D0T533 92/08/04
Defeasance provisions as described in Section 3.4 of this Lease
and the parties sha•11 have no further obligations to each other,
except such obligations that survive termination of this Lease
pursuant to the express provisions hereof.
B. Partial Takina. If there is a partial taking of
the LeasecY Premises by eminent domain, this Lease shall not
terminate as to the remainder of the Leased Premises and there
shall be no abatement of Lease Payments otherwise payable by the
City hereunder and the City may either retain any condemnation
proceeds or apply them to repair, rebuild or restore all or any
portion of the Leased Premises that shall have been taken as nearly
as practicable in full compliance with all legal requirements and
to the same condition, character and at least equal value and
utility to that existing prior to such taking.
C. Awards. In any proceeding whereby all or part of
the Leased Premises are taken by eminent domain, all of the
condemnation award shall be paid to the City. Lessor shall have
no claim therein or thereto. The City shall apply such portion of
the condemnation award as may be necessary to make Lease Payments
to the extent they become due, and may apply any balance of such
award to repair, rebuild or restore all or any portion of the
Leased Premises that may have been taken as nearly as practicable
in full compliance with all legal requirements and to the s�me
condition, character and at least equal value and utility to that
existing�prior to such eondemnation or for other City purposes.
Upon any condemnation, there shall be no abatement of Lease
Payments otherwise payable by City under this Lease.
10.2 Insufficiency of Condemnation Award. If the condemnation
award is insufficient to pay in full the cost of any Lease Payments
or any repair, restoration, modification or improvement of any
component� of the Leased Premises, the City may, subject to
appropriation of sufficient funds, complete the work and pay any
cost in excess of the amount of the condemnation award. The City
shall not be entitled to any reimbursement therefor from the Lessor
nor shall the City be entitled to any diminution of any Lease
Payments otherwise payable hereunder.
10.3 Cooperation of the Lessor. The Lessor shall cooperate
fully wi�h the City and at the expense of the City in filing any
proof of loss with respect to any insurance policy covering the
events described in Articles X and XI hereof and in the prosecution
or defense of any prospective or pending condemnation proceeding
with respect to the Leased Premises or any part thereof and, to the
extent it may lawfully do so, authorizes the City to litigate in
any proceeding resulting therefrom in the name of and on behalf of
the Lessor. So long as the City has not been dispossessed of the
Leased Premises pursuant to Section 15.1 hereof, Lessor will not
-10- D0T533 92/08/04
voluntarily settle, or consent to the settlement of, any proceeding
arising out of any insurance claim or.any prospective or pending
condemnation proceeding with respect to the Leased Premises or any
part thereof without the prior written consent to the City.
ARTICLE XI: DESTRIICTION OF LEASED PRBMISES
In the event the Leased Premises are damaged or destroyed by
fire or other casualty, this Lease shall not terminate nor shall
there be any abatement of the Lease Payments otherwise payable by
City hereunder, and City may repair, rebuild or restore all or any
portion of the Leased Premises that have been damaged or destroyed.
ARTICLE BII: ACCESS BY LTSSOR
At any time during the term hereof Lessor or Lessor's agents
shall have the right to enter the Leased Premises on reasonable
notice to examine the same. Nothing contained herein shall be
construed to impose upon Lessor any duty of re�air of the Leased
Premises. In the absence of Lessor's actual knowledge of a default
by the City hereunder, Lessor shall have no obligation whatsoever
to monitor the City's performance of its obligations hereunder or
to inspect the Property with respect to condition or use at any
time.
1s,RTICLE BIII: SURRENDER OF PRFMISLS
The City shall promptly yield and deliver to Lessor possession
of the Leased Premises upon the expiration date of this Lease or
at any prior termination date, unless the Leased Premises are
purchased by the City in accordance with the terms hereof.
ARTICLE RIV: ASSIGNMBNT AND SIIBLEASING
14.1 Assianment by the Lessor. The Lessor's right, title and
interest in and obligations and duties under this Lease, including
the right to receive and enforce payment of the Lease Payments to
be made by the City under this Lease may be assigned and reassigned
pursuant to the Trust Agreement and subject to prior written
consent of the City. Notwithstanding the foregoing, at any time
that Lesso-r ia replaced as Trustee under the Trust Agzeement,
Lessor may, without the City's consent, assign its rights, title
and interest in and obligations and duties under this Lease, and
convey the Leased Premises by Special Warranty Deed to the
Successor Trustee, as named under the Trust Agreement.
14.2 Assianment and Leasing bv the Citv. This Lease may not
be assigned by the City without the written consent of Lessor.
The City, however, shall have the right to sublease all or part of
the Leased Premises. Notwithstanding the foregoing, City shall not
-11- D0T533 92/08/04
sublease any additional space in the Leased Premises (beyond that
called for in the Tenant Leases) to any person or entity other than
the City or a municipal corporation of the State of Washington or
other governmental entity (except for the federal government or any
agency thereof) unless the City shall first obtain an opinion from
nationally recognized bond counsel that the proposed sublease of
the Leased Premises or portion thereof to the proposed tenant will
not have an adverse effect on the tax-exempt status of the interest
portion of the Series A Lease Payments. The City shall remain
obligated to make all Lease Payments, notwithstanding any such
subleases.
14.3 Leases Upon Default. If the City defaults under
Section 15.1 hereof and Lessor re-enters the Leased Premises
without terminating this Lease, then Lessor shall use its
reasonable efforts to sublease the Leased Premises.
Notwithstanding anything in this Lease to the contrary, all rental
income received by Lessor from such tenants shall be credited first
against Additional Rent, including but not limited to Lessor's
expenses in retaking and leasing the Leased Premises and against
claims for indemnification under Section 7.1 hereof, and second
against Lease Payments otherwise payable by the City under this
Lease. Upon payment in full of all Lease Payments to Lessor
(whether by payment from City or credits from payments from tenants
other than the City, or otherwise) this Lease shall terminate.
14.4 Notice of Assignment. Notice of any assignment of this
Lease shall be given by the Lessor to Moody's Investors Service,
99 Church Street, New York, New York 10007, Attention: Public
Finance.
ARTICLE 7N: DEFAOLT BY CITY
15.1 Defaults. Time is of the essence hereof, and in the
event that City sYiall default in the payment of Lease Payments;
or (ii) City shall default in the performance or observance of any
of the other terms, covenants, conditions or agreements of this
Lease which default is not cured within 30 days after written
notice and demand from Lessor; provided, however, if such default
shall be of such a nature that the same cannot practicably be cured
within said 30=day period, then City shall not be deemed to be in
default if City shall within said 30-day period commence with due
diligence and dispatch the curing and performance of such defaulted
term, covenant, condition or agreement and thereafter diligently
prosecute such cure to completion; or (iii) there shall be filed
by or against City in any court or other tribunal pursuant to any
statute or other rule of law, either of the United States or of any
state or of any other authority now or hereafter exercising
jurisdiction, a petition in bankruptcy or insolvency proceedings
or for reorganization or for the appointment of a receiver or
-12- 00T533 92/08/04
trustee of all or substantially all of City's property, or for any
other form of debtor reTief, unless such petition be filed against
City and if in good faith City shall promptly thereafter commence
and diligently prosecute any and all proceedings appropriate to
secure the dismissal of such petition and shall secure such
dismissal within 60 days after the date of filing or the
commencemerrt of such proceeding; or (iv) if City makes an
assignment for the benefit of creditors, then and in any such case,
at Lessor's option and in addition to all other rights or remedies
Lessor may, following the expiration of the cure period, if any,
provided herein for such default, immediately declare City's rights
under this Lease terminated, and re-enter the Leased Premises,
using such force as may be necessary, and repossesses itself
thereof, as of its former estate, and remove all persons and
property from the Leased Premises, other than tenants under the
Tenant Leases. Notwithstanding any such re-entry, the liability
of City for the Lease Payments at such times and in such amounts
provided for herein by Exhibits B-1 and B-2 shall not be
extinguished for the balance of the term of this Lease and City
shall make good to Lessor any deficiency arising from receipt by
Lessor of a lesser rental than hereinbefore•.agreed upon. All
rental income received by Lessor for the Leased Premises pursuant
to Section 14.3 hereof in such event shall be credited as provided
in Section 14.3 against the Lease Payment obligations of the City.
Upon receipt by Lessor of all Lease Payments (whether from payments
by the City or credits of payments from lessees other than the
City), this Lease shall terminate.
15.2 Litigation Expenses. In the event Lessor is required to
bring any action�for the enforcement of any of the covenants, terms
and conditions of this Lease, and shall be successful in such
action, City shall, in addition to all other payments required
herein, pay all the costs of any actions brought by Lessor
including reasonable attorneys' fees.
15.3 Waiver. Neither the acceptance of Lease Payments nor any
other actions or omissions of Lessor at any time or times after the
happening of any event authorizing the cancellation or termination
of this Lease, shall operate as a waiver of any past or future
violation, breach or failure to keep or perform any covenant,
agreement, term or condition hereof, or deprive Lessor of its right
to cancel or forfeit this Lease, upon the written notice provided
for herein, at any time that cause for cancellation or termination
may exist, or be construed so as to at any future time estop Lessor
from promptly exercising any other option, right or remedy that it
may have under any term or provision of this Lease.
15.4 Force Majeure. If by reason of force majeure the City
is unable in whole or in part to carry out its obligations under
this Lease, other than its obligation to pay Lease Payments and
-13- D0T533 92/08/04
Additional Rent with respect thereto, and to indemnify Lessor
pursuant to Section�7.1 of this Lease, the City shall not be deemed
in default during the continuance of such inability, provided
notice thereof is given to the Lessor. The term nforce maieuren
as used herein means, without limitation, the following: acts of
God; strikes, lockouts or other industrial disturbances; acts of
public enemies; orders or restraints of any kind of the government
of the United States �f America or the State of Washington or their
respective departments, agencies, or officials, or any civil or
military authority; insurrections; riots; landslides; volcanoes;
earthquakes; fires; storms; droughts; floods; explosions; breakage
or accident to machinery, transmission pipes or canals; or any
other cause or event not reasonably within the control of the City
and not resulting from its negligence. The City agrees, however,
to remedy with all reasonable dispatch the cause or causes
preventing the City from carrying out its agreements hereunder;
provided that the settlement of strikes, lockouts and other
industrial disturbances shall be entirely within the discretion of
the City and the City shall not be required to make settlement of
strikes, lockouts and other industrial disturbances by acceding to
the demands of the opposing party or parties when such course is
in the judgment of the City unfavorable to the City.
ARTICLE 7NI: TAX COVENANTS
The City intends, and the Lessor agrees to accommodate such
intention, that the interest portion of the Series A Lease Payments
hereunder shall be exempt from federal income tax payable by the
owners of the certificates of participation issued pursuant to the
Trust Agreement. City and Lessor hereby each covenant that they
will not, to their knowledge, make any use of the Leased Premises
which will cause this Lease to be treated as an yarbitrage bond"
Within the meaning of Section 148(a) of the federal Internal
Revenue Code of 1986, as amended, and applicable regulations
thereunder (the "Coden), at the time of such use. The City will
comply with the applicable requirements of Section 148(a) of the
Code and the applicable regulations thereunder throughout th� term
of the Lease. City and Lessor each covenant that they will not,
to their knowledge, act or fail to act in a manner which will cause
the Series A Lease Payments to be considered obligations not
described in Section 103(a) of the Code. The�City and Lessor each
further covenant that they will,,to their knowledge, take no
actions which would cause the Series A Lease Payments to be treated
as a nprivate activity bond" as defined in Section 141 of the Code
then in effect.
ARTICLE 7NII: DEFINITIONB
17.1 Definitions. As used in this Lease, the following terms
shall have the following meanings:
-14- DOT533 92/08/04
"Additional �mprovementsy means any improvements or
alterations to the Improvements that the �ity elects to make in
accordance with Article VI hereof.
�'Additional Rent" means those amounts payable by the City to
parties pursuant to Section 3.2 hereof including but not limited
to taxes and utilities and Non-Capitalized Financing Costs.
"Capitalized Financing Costs" means those
the City, in its sole discretion, determines
such amounts to the principal component of
made hereunder.
Financing Costs that
:o finance by adding
ease Payments to be
"Citv" means the City of Federal Way, a municipal corporation
of the State of Washington:
nCitv CouncilN means the City Council for the City of Federal
Way as th�e same may be constituted from time to time.
Code means the federal Internal Revenue Code of 1986, as
amended, together with applicable regulations thereunder.
"Financing Costsn means any and all costs incurred or owed by
the City relating to financing the acquisition of the Leased
Premises, including but not limited to legal fees, financial
advisor fees, underwriting fees, printing fees, insurance fees,
trustee fees and expenses, and other costs that the City is
obligated to pay in connection therewith. The City, in its sole
discretion shall determine which of the Financing Costs shall be
treated as Capitalized Financing Costs and which shall be paid as
Non-Capitalized Financing Costs.
"Lease" means this Lease by and between Lessor and City.
"Lease Paymentsn means the aggregate of all payments due under
Section 3.1 hereof, excluding Additional Rent payable under Section
3.2 hereof.
"Leased Premisesn means the real property legally described
in Exhibit A 1�ereto and all buildings and other improvements
located thereon.
n Lessor n means Seattle-First National Bank, as Trustee under
the Trust Agreement, or its assignee hereunder.
nNon-Capitalized Financing Costsn mean
that the City, in its sole discretion,
Additional Rent, including but not limited
s those Financing Costs
determines to pay as
to fees of the Trustee.
-15- DOT533 92/08/04
"Series A Lease Payments means the payments designated as such
in Exhibit B-1.
"Series B Lease Payments means the payments designated as such
in Exhibit B-1.
nTenant Leasesy means those certain tenant leases for portions
of the building located on the Leased Premises, which are listed
in the attached Exhibit A-1.
ARTICLE XVIII: MISCELLANEOIIS
18.1 Notices. Any notices required in accordance with any of
the provisions herein shall be sent by registered or certified mail
addressed to Lessor or City, respectively as follows:
City: City of Federal Way
33530 First Way South
Federal Way, Washington 98003
Attention: Finance Director
Lessor: Seattle-First National Bank
1001 Fourth Avenue, 11th Floor
Seattle, Washington 98154
Attention: Corporate Trust Department
or at such other place as Lessor or City may in writing direct.
All notices shall be deemed effective upon receipt, refusal of
delivery or attempted delivery.
18.2 No Joint Venture. It is not intended by this Lease to,
and nothing contained in this Lease shall, create any partnership,
joint venture or other arrangement� between Lessor and City. No
term or provision of this Lease is intended to be, or shall be, for
the benefit of any person, firm, organization or corporation not
a party hereto, nor shall any such person, firm, organization or
corporation have any right or cause of action hereunder.
18.3 Interest. If City shall fail to pay, when the same is
due and payable, any Lease Payment set forth in Article III, or
any Additional-Rent or additional sums of money to be paid by City
under this Lease, such unpaid amounts shall bear interest from the
due date thereof until paid at the rate of 12� per annum.
18.4 Entire Agreement. This Lease, any exhibits or
attachments hereto and forming a part hereof, and the Trust
Agreement set forth the entire agreement of Lessor and City
concerning the Leased Premises, and there are no other agreements
or understandings, oral or written, between Lessor and City. Any
subsequent modification of this Lease shall be binding upon Lessor
-16 00T533 92/08/04
a
and City only if reduced to writing and signed by the party
intended to be bound.
18.5 Recristration. Lessor agrees to maintain books setting
forth complete records of any and all transfers and assignments of
any interests in this Lease.
18.6 Partial Invaliditv. If any term, covenant or condition
of this Lease or the application thereof to any person or circum-
stance shall, to any extent, be invalid or unenforceable, the
remainder of this Lease, or the application of such term, covenant
or condition to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall nat be affected
thereby and each term, covenant or condition of this Lease shall
be valid and be enforced to the fullest extent permitted by law.
18.7 Recordinct. Lessor shall not record this Lease without
the written consent of City; however, upon the request of either
party hereto the other party shall join in the execution of a
memorandum or so-called nshort formn of this Lease for the purposes
of recordation. Said memorandum or short form of this Lease shall
describe the parties, the Leased Premises and the term of this
Lease and shall incorporate this Lease by reference.
18.8 Governincr Law, Time. This Lease and the rights of the
parties hereto shall be governed and construed in accordance with
the laws of the State of Washington. Time is of the essence of
this Lease.
r
ARTICLE XIX: LESSOR'S LIABILITY
The City expressly acknowledges and agrees that except in the
case of Lessor's negligence or willful mi5conduct all remedies or
actions against Lessor are strictly and solely limited to recovery
against Lessor in its capacity as Trustee under the Trust Agree-
ment; that any and all recovery under this Lease shall be limited
to those trust assets held by or on behalf of Lessor pursuant to
the Trust Agreement; and that under no circumstances shall any
monies, properties, or assets owned by Lessor in its individual
_1']- D0T533 92/08/04
L�
capacity be subject to demand, collection, judgment, execution, or
any other enforcement hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this
instrument the day and year first above set forth.
CITY:
THE CITY OF FEDERAL WAY,
WASHING'i'ON
By
City Manager
ATTEST:
By
City Clerk
(Seal)
SEATTLE-FIRST NATIONAL BANK, as
Trustee
By
Its
STATE OF WASHINGTON
COUNTY OF KING
ss.
APPROVED AS TO FORM:
By
City Attorney
LESSOR:
I certify that I know or have satisfactory evidence that
J. BRENT McFALL, MAUREEN M. SWANEY and CAROLYN LAKE signed this
instrument, on oath stated that they were authorized to execute the
instrument and acknowledged it as the City Clerk and City
Attorney, respectively, of the CITY O FEDERAL WAY, a municipal
M�►d�.�
-18-
DOT533 92/Q8/04
corporation, to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.
Notary Public
My commission expires:
STATE OF WASHINGTON
ss.
COUNTY OF KING
I certify that I know or have satisfactory evidence that DYAN
SCHULTZ signed this instrument, on oath stated that she was
authorized to execute the instrument and acknowledged it as a Trust
Officer of SEATTLE-FIRST NATIONAL BANK to be the free and voluntary
act of such party for the uses and purposes mentioned in the
instrument.
Notary Public
My commission expires:
-],9- DOT533 92/08/04
EXHIBIT A
Legal Description of Leased Premises
Lot 36, West Campus Office Park, Division 1, in
Section 17 of Township 21 North, Range 4 East, W.M. King
County, Federal Way, Washington.
A- 1 DOT533 92/OS/04
CJ
EXHIBIT A-1
List of Tenant Leases
Brantley-Janson
j�-2 DOT533 92/08/04
E7CHIBIT B-1
Lease Term and Lease Payment Schedule
Series A Lease Payments
1. Tota1 Principal Component of Series A Lease
Payments as of original execution of Lease: $2,215,000
2. Interest shall be calculated and shall accrue
from August 1, 1992.
3. Maturity Schedule for Series A Lease Payments:
Interest Rate
Date Princit�al Component Applicable
12/1/93 10,000 3.00�
12/1/94 200,000 3.50
12/1/95 205,000 4.00
12/1/96 215,000 4.30
12/1/97 225,000 4.60
12/1/98 235,000 4.80
12/1/99 245,000 5.00
sa/1/ao a6o,000 s.ao
12/1/2001 270,000 5.35
12/1/2002 285,000 5.45
Series B Lease Payments (Taxable)
1. Total Principal Component of Series B Lease
Payments as of original execution of Lease: $180,000
2. Interest_shall be calculated and shall accrue
from August 1, 1992.
3. Maturity Schedule for Series B Lease Payments:
Interest Rate
Date Principal ComQonent A�Alicable
12/1/93 r $180,000 4.25�
1 D0T533 92/OS/04
t
n
1
EXHIBIT B-8
Lease
Payment
Date
12/1/92
6/1/93
12/1/93
6/1/94
12/1/94
6/1/95
12/1/95
6/1/96
12/1/96
6/1/97
12/1/97
6/1/98
12/1/98
6/1/99
12/1/99
6/1/2000
12/1/2000
6/1/2001
12/1/2001
6/1/2002
12/1/2002�
Amortization Schedule of Total Lease Payments
(Excluding Additional R�nt}
Series A Lease PaYments
Principal
Component Interest
of Lease •Component of
Payment Lease Payment
0
O
10,000
200,000
0
205,000
0
215,000
0
225,000
0
235,000
0
245,000
0
260,000
0
270,000
0
285,000
0
0
B� 2
Total
Lease
Payment
DOT533 92/08/04
f
Lease
Payment
Date
12/1/92
6/1/93
12/1/93
EXHIBIT B-2
Page 2
Series B Lease Payments (Taxable)
Principal
Component Interest
of Lease Component of
Payment Lease Payment
0
0
$180,000
0
B-3
Total
Lease
Pavment
DOT533 92/08/04
i
r,
EBHIBIT C
Form of Notice of Election of Option to Purchase
(Date)
TO: Lessor
You are hereby notified that the City of Federal Way,
Washington, has elected to exercise on
its option to purchase the Leased Premises
(including the real property and all buildings and improvements
located thereon) currently leased by the City pursuant to th� Lease
by and between the City and Lessor dated August 1992. This
purchase option is being exercised pursuant to Article IX of said
Lease. The City is now, and on the date set forth above for
payment will be, in full compliance with all terms and�conditions
of the Lease. In accordance with Article IX of the Lease, the City
shall purehase the Improvements for a price of the total principal
component of the Lease Payments set forth in Exhibit B-1 to the
Lease plus accrued interest thereon to the date of payment at the
rates set forth in Exhibit B-1 of the Lease, less all Lease
Payments previously paid to Lessor, for a total Purchase Price of
CITY OF FEDERAL WAY
By
Authorized Representative
C- 1 DOT533 92/08/04
EXHIBIT D
TRUST AGREEMENT
BY AND BETWEEN
SEATTLE-FIRST NATIONAL BANIt,
as Trustee
0
SEATTLE-NORTHWEST SECURITIES CORPORATION,
as Underwriter
Dated; August 1, 1992
0
a
Section 1.01. Definitiona
Section 1.02. Rules of Construction
ARTICLE II
APPLICATION OF FUNDS; ACQUISITION OF PROPERTY
0
Section 2.01.
TABLE OF CONTENTS
Section 2.02.
Section 2.03.
Section 2.04.
u
P acre
Section 3.01.
Section 3.02.
AR.TICLE I
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
DEFINITIONS AND CONSTRUCTION
Section 3.07.
Section 3.08.
Section 3.9.
Section 3.10.
ARTICLE III
AUTHORIZATION OF CERTIFICATES
Acquisition of Seller's Right,
Title and Interest in Property,
and Payment of Certain Costs
Related to Issuance of
Certif icates
Trustee to Enter into Lease
Property and Lease Held in Trust
Release of Trust Estate
Authorization of Certificates
Prepayment of Lease Payments
Evidenced by Certificates
Form of Certificates
Execution of Certificates
Registrar
Provision for Payments; Remedies
in Fvent of Default
Mutilated, Destroyed, Lost or
Stolen Certificates
Cancellation and Destruction of
Surrendered Certificates
Execution and Delivery of
Certificates
Security for Certificates
-1-
2
5
5
6
6
-6
8
8
8
9
9
9
10
10
11
D0T532 92/08/04
ARTICLE IV
LEASE PAYMENT FUNDS
Section 4.01.
Section 4.02.
Section 4.03.
Lease Payment Funds 11
Deposits and Security Therefor 12
Investment or Deposit of Funds 12
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Sect�,on 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
Section 5.08.
Section 5.09.
Section 5.10.
Section 5.11.
Section 5.12.
Section 6.01.
Section 6.02.
Section 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
Section 6.07.
Section 6.08.
Section 6.09.
Events of Default Defined
Remedies
Legal Proceedings by Trustee
Discontinuance of Proceedings by
Trustee
Owners May Direct Proceedings
Limitations on Actions by Owners
Trustee May Enforce Rights
Without Possession of
Certificates
Delays and Omissions Not to
Impair Rights
Application of Money in Event of
Default
Moneys Held by Trustee One Year
After Due Date
Trustee's Right to Receiver
Trustee and Owners Entitled to
All Remedies Under Law; Remedies
Not Exclusive
ARTICLE VI
THP TRUSTEE
Acceptance of Trust
Trustee May Act Through Agents;
Answerable Only for Willful
Misconduct or Negligence
Compensation
Notice of Default; Right to
Investigate
Duties and Responsibilities
Reliance on Requisition, Etc
Construction of Ambiguous
Provisions
Resignation of Trustee
Removal of Trustee
-11-
13
13
13
14
14.
15
15
15
15
16
16
16
17
17
17
18
18
19
19
19
19
D0T532 92/08/04
Section 6.10. Appointment of Successor Trustee
Section 6.11. Qualification of Successor
Section 6.12. Instruments of Succession
Section 6.13. Merger of Trustee
Section 6.14. Survival of Rights
Section 6.15. Representation and Covenants of
theTrustee
ARTICLE VII
ACTS OF OWNERS: EVIDENCE OF OWNERSHIP OF CFs'RTIFICATES
Section 7.01. Actions of Owners; Evidence of
Ownership
ARTICLTs VIII
AMENDMENTS AND SUPPLEMENTS
Section 8.01. Amendments and Supplements
Without Owners' Consent
Section 8.02. Amendments with Owners' Consent
Section 8.03. Amendment of Lease
Section 8.04. Trustee Authorized to Join in
Amendments and Supplements;
Reliance on Counsel
Section 8.05. Notice to Moody's
ARTICLE IX
DEFEASANCE
Section 9.01.
Section 9.02.
Section 10.01.
Section 11.01.
Section 11.02.
Section 11.03.
Defeasance.
Transfer of Title to Property
ARTICLF X
FORM OF CERTIFICATES
Form of Certificates
ARTICLF XI
MISCELLANEOUS PROVISIONS
No Personal Recourse
No Rights Conferred on Others
Illegal, Etc. Provisions
Disregarded.
-111
19
20
20
20
20
21
22
22
22
23
23
23
24
25
25
29
29
30
DOT532 92/OS/04
i� r
n
Section 11.04. Notices to Trustee and
Underwriter 30
Section 11.05. Suc�essors and Assigns. 30
Section 11.06. Headings for Convenience Only 30
Section 11.07. Counterparts 30
Section 11.08. Title and Security Documents 30
Section 11.09. Information Under Commercial
Code 31
Section 11.10. Payments Due on Saturdays,
Sundays and Holidays 31
Section 11.11. Applicable Law 31
Exhibit A Lease
Exhibit B Warranty Deed
lV D0T532 92/08/04
TRUST AGREEMENT
THIS TRUST AGREEMENT (the "Trust Agreement") is entered into
as of this ist day of August, 1992, between Seattle-First National
Bank, Seattle, Washington, as trustee (the "Trustee"), and Seattle-
Northwest Securities Corporation, Seattle, Washington (the
"Underwriter").
RECITALS:
WHEREAS, the City of Federal Way, Washington (the "City") is
authorized by Chapter 35.42 RCW to lease real property with an
option to purchase; and
WHEREAS, the City has entered into a purchase and sale
agreement, as amended (the "Agreement") with Rokan Partners, a
California limited partnership, a successor in interest to Rokan
Partners; a California general partnership (the "Seller") to
acquire the Financial Center Building, located at 33530 First Way
South in the City of Federal Way (the "Property") by means of a
lease with option to purchase; and
WHEREAS, the Underwriter has agreed to finance the City's
acquisition of the Property by entering into this Trust Agreement
providing for the execution and delivery by the Trustee of
certificates of participation (the "Certificates") evidencing
undivided proportionate ownership interests in the Lease
(hereinafter described) which Certificatea w_ill be executed and
delivered in two series, one taxable and one tax exempt, pursuant
to this Trust Agreement; and
WHEREAS, to accomplish this plan of financing, the City has
assigned or will assign to the Trustee the City's rights under the
Agreement to purchase the Property so that the Property may be
conveyed by statutory warranty deed to the Trustee to be held in
trust for the benefit of the Owners from time to time of the
Certificates; and
WHTsREtAS, in exchange for the Certificates, the Underwriter
will pay the Trustee the full principal amount due under the Lease
in accordance with the Agreement; the Trustee, in turn, will pay
from such funds the full purchase price due the Seller, pursuant
to the Agreement, and the Seller has conveyed or will convey all
its right, title, and interest in and to the Property to the Trus-
tee by statutory warranty deed, and the Trustee has accepted or
hereby accepts such statutory warranty deed in trust for the
benefit of the Owners from time to time of the Certificates, and
the Trustee and the City shall enter into a lease with an option
0
to purchase the Property (the "Lease"), which is attached hereto
as Exhibit A;
NOW, THEREFORE, the parties hereby agree as follows:
ARTICLE I
DFFINITIONS AND CONSTRUCTION
Section 1.01. D?�initions. The following terms shall have
the meanings given below unless the context clearly requires
otherwise:
"Additional Rent" means amounts payable by the City pursuant
to Section 3.2 of the Lease, including but not limited to taxes
and utilities and Non-Capitalized Financing Costs.
"Agreement" means the purchase and sale agreement by and
between City and Seller, dated February 28, 1992, as amended, for
acquisition of the Property by means of a lease with option to
purchase.
"Authorized Representative of the City" means the Mayor, the
City Manager, the Director of Finance of the City, and anyother
person designated in writing by the Mayor and whose signature is
on file with the Trustee.
°Capitalized Financing Costs" means those Financing Costs that
the City, in its sole discretion, determines to finance by
including such amounts in the principal component of Lease
Payments.
°Certificate Register° means the books or records maintained
by the Trustee for the purposes of registration of the
Certificates.
"Certificatea" means the Series A Certificates and the Series
B Certificates executed and delivered by the Trustee pursuant to
Article III of this Trust Agreement.
"City" means the City of Federal Way, a duly organized and
existing municipal corporation of the State of Washington.
"Code" means the federal Internal Revenue Code of 1986, as
amended, and the applicable rulings and regulations, proposed or
promulgated thereunder.
°Event of Default" means any of the events of default
hereunder as defined in Section 5.01 hereof.
2 D0T532 92/08/04
°Financing Costs" means any and all costs incurred or owed by
the City relating to financing the acquisition of the Property
contemplated by the Agreement, including but not limited to legal
fees, financial advisor fees, underwriting fees, printing fees,
insurance premiums, trustee fees and expenses, and other costs that
the City is obligated to pay in connection therewith. The City,
in its sole discretion, shall determine which of the Financing
Costs shall be treated as Capitalized Financing Costs and which
shall be paid as Non-Capitalized Financing Costs.
°Lease" means the Lease dated August 1992, between the
Trustee and the City providing for the lease of the Property by
the City with option to purchase, which Lease is attached as
Exhibit A hereto.
°Lease Payments" means the aggregate of all payments due under
Section 3.1 of the Lease (excluding Additional Rent payable under
Section 3.2 of the Lease).
"Lease Payment Dates" means dates on which Lease Payments are
due as indicated in Exhibit B of the Lease.
"Lease Payment Funds" means the Seriea A and Series B Lease
Payment Funds established by the Trustee pursuant to Section 4.01
hereof
"Non-Capitalized Financing Costs" means those Financing Costs
that the City, in its sole discretion, determines to pay as
Additional Rent, including but not limited to fees and expenses of
the Trustee
"Outstanding" means, in connection with the Certificates as
of the time in question, a11 Certificates executed and delivered
under this Trust Agreement, except:
Certificates theretofore canceled or required to be
canceled under Section 3.09 hereof;
(b) Certificates representing Lease Payments that have
been or shall concurrently be paid to the Trustee or for which
provision shall have been made in accordance with Section 9.01
hereof; provided that, if such Certificates are being prepaid prior
to maturity of the Lease Payment represented thereby, the required
notice of prepayment shall have been given or provision
satisfactory to the Trustee shall have been made therefor; and
(c) Certificates in substitution for which other
Certificates have been executed and delivered pursuant to
Article III hereof.
3 DOT532 92/08/04
In determining whether the Owners of a requisite aggregate
principal amount of Lease Payments represented by Certificates
Outstanding have concurred in any requ�st, demand, authorization,
direction, notice, consent or waiver under the provisions thereof,
Certificates that are held by the City or its designee shall be
disregarded and deemed not to be Outstanding for the purpose of
such determination.
"Owner" means the owner of a Certificate as indicated on the
Certificate Register.
°Paying Agent" means the Trustee, in its capacity as paying
agent for the Certificates.
°Principal Office of the Trustee° means the principal
corporate trust office of the Trustee, presently situated at 1001
4th Avenue, llth Floor, Seattle, Washington 98154.
"Property" means the Financial Center Building, located at
33530 First Way South, in Federal Way, King County, Washington,
and all other property subject to the Lease.
°Qualified Investments" means those investments permitted
under the laws of the State of WashingtQn.
!'Seller" means Rokan Partners, a California limited
partnership, a successor in interest to Rokan Partners, a
California general partnership, or any successor thereto.
°Series A Certificates" means the certificates of
participation executed and delivered by the Trustee pursuant to
Article III of this Trust Agreement evidencing undivided
proportionate interests in the Series A Lease Payments.
"Series B Certificates" means the certificates of
participation executed and delivered by the Trustee pursuant to
Article III of this Trust Agreement evidencing undivided
proportionate interests in the Series B Lease Payments.
"Seriea A Lease Paymenta" means the Lease Payments designated
as such under the Lease.
"Series'B Lease Payments" means the Lease Payments designated
as such under the Lease.
"Special Counsel" means the law firm of Preston Thorgrimson
Shidler Gates Ellis, or any other nationally recognized bond
counsel firm acceptable to the City and the Trustee.
°Trust Agreement" means this Trust Agreement.
4 DOT532 92/08/04
"Trust Estate" �means all right, title and interest in the
Lease and Property �ransferred, conveyed, sold and assigned to the
Trustee in trust for the benefit of the Owners of the Certificates
from time to time, as set forth in Section 2.03 hereof.
"Trustee" means Seattle-First National Bank or any successor
thereto, in its capacity as trustee, paying agent and registrar
hereunder.
"Underwriter" means Seattle-Northwest Securities Corporation,
Seattle, Washington, or any successor thereto.
°Warranty Deed" means that certain statutory warranty deed,
attached as Exhibit B, of even date herewith executed by Seller
for purposes of conveying all of Seller�s right, title and interest
in the Property to the Trustee for the benefit of the Owners from
time to time of the Certificates.
Section 1.02. Rules of Construction.
(a) The words "hereof," "herein," "hereto," "hereby"
and "hereunder° (except in the form of Certificate) refer to the
entire Trust Agreement.
(b) Every "request," "order," "demand," "application,"
"appointment," "notice," "statement," °certificate,° "consent" or
similar action hereunder by the City shall, unleas the form thereof
is specifically provided, be in writing signed by the Mayor of the
City or Authorized Representative of the City.
ARTICLF II
APPLICATION OF FUNDS; ACQUISITION OF PROPERTY
Section 2.01. A�o» sit�on of Seller's Right Title_and
Issuance of Certificates. For the purpose of acquiring the
Property and issuing the Certificates, and in conaideration for
the Trustee's agreeing to perform certain�duties necessary thereto
all as further described in this Trust Agreement, the Underwriter
has transferred to Trustee as of the date of Closing, the sum of
to be applied as follows:
(a) shall be applied to pay for
and interest of the Seller in the Property, which
by the Warranty Deed. Said Warranty Deed shall
executed, as Exhibit B to this Trust Agreement.
all right, title
shall be conveyed
be attached, as
5 D0T532 92/08/04
a
(b) shall be deposited in the Series A Lease
Payment Fund and applied to pay interest coming due on the Series
A Certificates on 1, 1993.
shall be deposited in the Series B Lease
Payment Fund and applied to pay interest coming due on the Series
B Certificates on 1, 1993.
(d) The remaining shall be applied to pay
Capitalized Financing Costs, as set forth in Exhibit C hereto.
Section 2. 02 Truatee to Enter into Lease For the purposes
of financing acquisition of the Property and providing for issuance
of the Certificates, the Trustee shall, simultaneously upon receipt
of Seller's right, title and interest in the Property, execute as
lessor a lease of the Property to City (the °Lease").
Section 2.03. Property and Lease Held in Trust. All right,
title and interest in the Property, as conveyed to the Trustee by
the Warranty Deed and as leased pursuant to the Lease (the "Trust
Estate") shall be held by the Trustee in trust for the benefit of
the Owners from time to time of the Certificates pursuant to this
Trust Agreement. Trustee shall execute said Lease as Lessor, in
its capacity as Trustee, in contemplation of creation of the Trust
Estate and of acting as Trustee hereunder for the benefit of the
Owners from time to time of the Certificates. Trustee ahall assign
or release the Trust Estate only in accordance with the terms of
this Trust Agreement.
Section 2.04. Release of Trust Estate. So long as any
Certificates are Outstanding, the Trustee is authorized to assign
or release the Trust Estate only to a successor trustee following
removal or resignation of the Trustee in accordance with Article
VI hereof
ARTICLE III
AUTHORIZATION OF CERTIFICATES
Section 3.01. Authorization of �ertificates. Pursuant to
this Trust Agreement, the Underwriter authorizes and directs the
Trustee to iseue the Series A Certificates in an aggregate
principal amount equal to the outstanding principal balance of all
Series A Lease Payments due or to become due under the Lease
and the Series �B Certificates in an aggregate
principal amount equal to the outstanding principal balance of all
Series B Lease Payments due or to become due under the Lease
and to act as Paying Agent and Registrar of the
Certificates. Each Series A Certificate shall evidence an
undivided proporti.onate ownership interest in all right, title and
DOT532 92/08/04
interest of the lessor in the principal and interest components of
the Series A Lease Payments. The Series A Lease Payments are set
forth in Exhibit B-2 of the Lease. Each�Series B Certificate shall
evidence an undivided,proportionate ownership interest in all
right, title and interest of the lessor in the principal and
interest components of the Series B Lease Payments. The Series B
Lease Payments are set forth in Exhibit B-2 of the Lease.
The Certificates shall be issued in fully-registered form;
shall be dated as of August 1, 1992; shall be in denominations
representing $5,000 increments of the principal component of such
Lease Payments or any integral multiple thereof, except that no
Certificate shall represent more than one principal maturity; shall
be numbered separately in such manner and with any additional
designation as the Trustee or its agent deems necessary for
purposes of identification; bear interest at the rates per annum
set forth in the following schedules, calculated on a year of 360
days and twelve 30-day months, payable on December 1, 1992, and
semiannually thereafter on June 1 and December 1 of each year, and
mature on December 1 in the years and amounts as follows:
Series A Certificates
Year Principal Interest
(December 1) Amount Rates
1993 10,000 3.00�
1994 200,000 3.50
1995 205,000 4.00
1996 215,000 4.30
1997 225,000 4.60
1998 235,000 4.80
1999 245,Q00 5.00
2000 260,000 5.20
2001 270,000 5.35
2002 285,000 5.45
Series B Certificates (Taxable)
Year Principal Interest
(December 1) Amount Rates
1993 $180,000 4.25�
The Trustee or its agent shall maintain the Certificate
Register. The Certificate Register shall contain the name and
mailing address of the Owner of each Certificate or nominee of such
-'7 D0T532 92/08/04
Owner and the principal amount and number of Certificates held by
each Owner or nominee.
Upon surrender thereof to the Trustee, the Certificates are
interchangeable for Certificates of the same series in any
authorized denomination of an equal aggregate principal amount and
of the same interest rate and maturity. Certificates may be
transferred only if endorsed in the manner provided therein and
surrendered to the Trustee. Such exchange or transfer shall be
without cost to the owner or transferee. The cost of printing any
new Certificates and any services rendered or any reasonable
expenses incurred by the Trustee in connection with any exchange
or transfer shall be paid by the City.
The Trustee shall not be required (a) to issue,.register,
transfer or exchange any Certificates for a period of 15 days next
preceding any interest payment date; or (b) to register, transfer
or exchange any Certificate selected, called or being called for
redemption.
Both principal of and interest on the Certificates shall be
payable in lawful money of the United States of America. Interest
on the Certificates shall be paid by check or draft mailed by
firat-class mail (on the date such interest is due) to the
registered owners or assigns at the addresses appearing on the
Certificate Register as of the 15th day of the month preceding the
interest payment date, or upon request, received upon or before the
15th day of the month preceding any Lease Payment date, of a
Certificate Owner of $1,000,000 or more in principal amount of
Certificates, a payment shall be ma.de on the interest payment date
by wire transfer in immediately available funds to an account
designated by such Certificate Owner to the Trustee. Principal of
the Certificates shall be payable upon presentation and surrender
of the Certificates by the registered owners at the principal
office of the Trustee in Seattle, Washington.
Section 3.02. Pre�avment of Lease Payments Evidenced bv
Certificates. The City has not reserved the right in the Lease to
prepay all or any portion of the principal component of the Lease
Payments.
Section 3.Q3. F�� of Certificates. The Certificates ahall
be in substantially the form set forth in Section 10.01 with such
modifications as may be necessary for the issuance of the Series
A Certificates and Series B Certificates.
Section 3.04. Execution of �ertificates. The Certificates
shall be executed by the manual signature of an authorized officer
of the Trustee. Only such Certificates as shall have been executed
D07532 92/08/04
manually by the Trustee shall be valid or obligatory for any
purpose.
Section 3.05. Registrar. The Trustee shall keep, or cause
to be kept, at its principal corporate trust office, sufficient
books for the registration and transfer of the rights to receive
the Lease Payments evidenced by the Certificates, which shall at
all times be open to inspection by the City. The Trustee is
authorized, on behalf of the Underwriter, to execute and deliver
the Certificates transferred or exchanged in accordance with the
provisions of such Certificates and this Trust Agreement and to
carry out all of the Trustee's powers and duties under this Trust
Agreement. The Certificate Own°er shall be required to pay any tax
or other governmental charge required to be paid for any exchange
or registration of transfer, and the Certificate Owner shall be
required to pay the fees and expenses of the City and
Trustee in connection with the replacement of any mutilated, lost
or stolen certificates.
The Trustee shall be responsible for its representations
contained in the Certificate of Execution on the Certificates, but
for no other representations contained in the Certificates or in
the recitals hereof. The Trustee may become the owner of
Certificates with the same rights it would have if it were r�ot the
registrar for the Certificates, and to the extent permitted by law,
may act as depositary for and permit any of its officers or
directors to act as a member of, or in any other capacity with
respect to, any committee formed to protect the rights of
Certificate Owners. As compensation for its services hereunder,
the Trustee shall be paid by the City in Additional Rent payable
under the Lease. The Trustee shall not be required to risk any of
its own funds in the performance of any duties hereunder or under
the Lease.
Section 3.06. Proviaion for Pa,yments• Remedies in Fvent of
Default. �The Lease Payments and the Certificates evidencing rights
to receive such Lease Payments are payable solely from payments to
be received by the Trustee from the City pursuant to the Lease.
The Trustee is only obligated to pass through such payments to
Certificate Ownera in accordance with their relative interests; the
Certificates ahall not be obligations of the Trustee.
Section 3.07. Mutilated Destro.yed Lost or Stolen Certifi-
cat If any Certificate shall become mutilated, the Trustee
shall execute and deliver a new Certificate of like series, tenor
and denomination in exchange and substitution for the Certificate
so mutilated, but only upon surrender to the Trustee of such
mutilated Certificate for cancellation, and the Trustee may require
reasonable indemnity therefor. If any Certifica�e shall be
reported lost, stolen or destroyed, evidence as to the ownership
9 D0T532 92/08/04
thereof and the loss, theft or destruction thereof shall be
submitted to the Trustee; and if such evidence shall be
satisfactory and if�indemnity satisfactQry to the Trustee shall be
requested and given, the Trustee shall execute and deliver a new
Certificate of like series, tenor and denomination. The cost of
providing any substitute Certificate under the provisions of this
section shall be borne by the Owner for whose benefit such
substitute Certificate is provided. If any such mutilated, lost,
stolen or destroyed Certificate shall have matured or be about to
mature, the Trustee may pay to the Owner the principal amount of
such Certificate upon the maturity thereof and the compliance with
the aforesaid conditions by such Owner, without the issuance of a
substitute Certificate therefor.
Al1 Certificates shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or
stolen Certificates and shall preclude any and all other rights or
remedies, notwithstanding any law or statute existing or hereafter
enacted to the contrary with respect to the replacement or payment
of participations, negotiable instruments or investment or
securities without their surrender. The cost of printing any
Certificates and any services rendered or any expenses incurred by
the Trustee in connection with the exchange or transfer shall be
paid by the City as Additional Rent under the Lease.
Section 3.08. Cancellation and Destruction of Surrendered
Certificates. Certificates surrendered for payment or redemption,
and the Certificates purchased from any money held by the Trustee
hereunder or surrendered to the Trustee for cancellation, shall be
canceled and destroyed by the Trustee following payment therefor,
provided that no petition in bankruptcy shall have been filed by
or against the City and not dismissed.
Section 3.9. Execution and Deliverv of Certificates. The
Trustee shall execute and deliver the Certificates follow�ng the
execution of this Trust Agreement and filing with the Trustee the
following:
(a) a certified copy of �the resolution(s) or
ordinance(s) of the City Council authorizing (1) the execution and
delivery of the Lease and the Warranty Deed; and (2) the execution
and delivery of this Trust Agreement;
(b) an original executed counterpart of the Lease and
this Trust Agreement;
(c) an original executed Warranty Deed; and
(d) an approving opinion of Special Counsel.
-1 DOT532 92/08/04
Section 3.10. Securi�y for Certificates. The Certificates
represent undivided proportionate beneficial interests in all
right, title and interest of the Trustee in the Property (subject
to the terms of the Lease including the City's pledge of its full
faith, credit and reaources) and in the Lease Payments. The
Certificates are not separately secured and are not obligations of
the Underwriter, Truatee, or any other entity.
AR.TICLE IV
LEASE PAYMENT FUNDS
Section 4.01. Tease Pakment Funds.
A. Establishment. The Trustee shall establish special
trust funds designated as`the "Series A Lease Payment Fund" and the
°Series B Lease Payment Fund," shall keep such funds aeparate and
apart from all other accounts and moneys held by it, and shall
administer such funds as provided in this Section and Article VI
hereof
B. Deposits. In the Series A Lease Payment Fund shall
be deposited all Series A Lease Payments received by the Trustee
from the City under the Lease. In the Series B Lease Payment Fund
shall be deposited all Series B Lease Payments received by the
Trustee from the City under the Lease.
C. Disbursements. The moneys deposited in the Series
A Lease Payment Fund and the Series B Lease Payment Fund shall be
applied by the Trustee solely for the benefit of the Owners of the
Seriea A Certificates and the Series B Certificatea, respectively.
The Trustee shall promptly distribute any Series A Lease Payments
in the Series A Lease Payment Fund for payment to the Owners of the
Series A Certificates, pro rata in accordance with maturities of
the principal components of Series A Lease Payments evidenced by
their Series A Certificates and their respective percentages of
ownership interest therein, so that payment may be made to said
Owners on the dates and as contemplated by Section 3. 01 hereof
The Trustee shall promptly distribute any Series B Lease Payments
in the Series B Lease Payment Fund for payment to the Owners of the
Series B Certificates, pro rata in accordance with maturities of
the principal componenta of Series B Lease Payments evidenced by
their Series B Certificates. and their respective percentages of
ownership interest therein, so�that payment may be made to said
Owners on the dates and as contemplated by Section 3.01 hereof.
Upon the occurrence of an Event of Default, notwithstanding the
foregoing, moneys deposited in the Lease Payment Funds shall be
applied as set forth in Section 5.09 hereof.
-11- DOT532 92/08/04
The moneys credited to either the Series A Lease Payment Fund
or the Series B Lease Payment Fund shall not be commingled, except
for investment purposes pursuant to Se�tion 4.02, with any other
moneys held by the Trustee under this Trust Agreement or any other
funds. Any amounts in the Series A Lease Payment Fund remaining
after all Series A Certificates are fully paid and any amounts in
the Series B Lease Payment Fund remaining after all Series B
Certificates are fully paid shall be paid to the City after all
fees and expenses of the Trustee have been paid and all
indemnification claims of the Lessor against the City under the
Lease have been satisfied.
Section 4.02. Dex�osits and Security Therefor. All money
received by the Trustee under this Trust Agreement shall, except
as hereinafter provided, be deposited with the Trustee until
invested or deposited as provided in this Section 4.02. All
deposits with the Trustee shall be held by it as required by
applicable law for such trust deposits. The Trustee may deposit
such money with any other depositary that is authorized to receive
them and is a qualified public depository under RCW 39.58, as now
or hereafter amended, subject to supervision by public authorities.
Section 4.03. Investment or De..posit of Funds. The Trustee
shall invest money held in the Lease Payment Funds at the written
direction of the City in Qualified Investments. In the absence of
such written direction from the City, the Truatee shall invest
funds in short-term direct obligations of the United States
government, ,short-term direct obligations of United States
government-sponsored agencies, or the Washington State investment
pool. All such investments shall mature not later than the date
when the amounts will foreseeably be needed for timely payment of
the Certificates or for purposes of this Trust Agreement. The
Trustee shall also, at the written direction of the City, sell any
such investment and deposit the proceeds in the Lease Payment Fund
from which moneys were uaed to purchase such investment. The
investments permitted hereunder shall include only Qualified
Investments. The Trustee shall not be held liable for any loss on
any investment made pursuant to the Section.
If the Truatee has been informed that, or has learned that,
an Event of Default has occurred and is continuing, the Trustee
shall invest any available moneys held in the Lease Payment Funds
in short-term direct obligations of the United States Government.
Any securities purchased with the money in either of the Lease
Payment Funds shall be deemed part of such fund and, for the
purpose of determining the amount of money in such fund, the
securities therein shall be valued at their cost or market,
whichever is lower. The proceeds of any such investment (including
interest or realized discount) shall be deposited to such fund.
12 D0T532 92/08/04
The Trustee may, and to the extent required for payments from
either of the Lease Payment Funds, shall sell without prior notice
to the City any such obligation at any time, and the proceeds of
such sale, and of all payments at maturity and upon redemption of
such investments, shall be held in such fund. The Trustee shall
not be liable for losses incurred by reason of purchases or sales
of investments made in accordance with this section, unless the
Trustee has acted in direct violation of the City's direction.
All interest or income received in the Series A Lease Payment
Fund shall be held therein with a corresponding credit against the
City!s obligation to make Series A Lease Payments under the Lease.
All interest or income received in the Series B Lease Payment Fund
shall be held therein with a corresponding credit against the
City's obligation to make Series B Lease Payments under the Lease.
The Trustee may make any or all investments permitted by the
provisions of this Section 4.03 through its own investment
department.
ARTICLE V
EVENTS OF DEFAULT AND REMEDIES
Section 5.01. Events of Default Defined. Each of the
following shall be an Event of Default hereunder:
(a) if payment of the principal of or redemption price
of any Certificate is not made when due and payable pursuant to
scheduled payment dates or upon call for redemption; or
(b) if payment of any interest on any Certificate is not
made when due and payable; or
(c) if a default as defined in the Lease occurs, all of
which events of default are incorporated herein by this reference.
Section 5.02. Remedies. If any Event of Default occurs and
is continuing, the Trustee may enforce each and every right granted
to the Lesaor under the Lease or any supplements or amendments
thereto. In exercising such rights and the rights given the
Trustee under this Article V, the Trustee shall take such action,
as in the judgment of the Trustee, applying the standard described
in Section 6.05 hereof, would best serve the interests of the
Owners.
Section 5.03. Legal Proceedings by Trustee. If any Event
of Default has occurred and is continuing, the Trustee in its
discretion may, and upon the written request of the Owners of
Outstanding Certificates then representing a majority in principal
-13 D0T532 92/08/04
ARTICLE VI
THE TRUSTEE
Section 6.01. Acceptance c�f Trust. The Trustee accepts and
agrees to execute the trusts hereby created or by the Warranty Deed
created, but only upon the additional terms set forth in this
Article VI, to all of which the parties hereto and the Owners
agree.
Section 6.02. Trustee May Act Through Agenta: Answerable
Only for Willful Misconduct or Negligence. The Trustee may exer-
cise any powers hereunder and perform any duties required of it
pursuant to this Trust Agreement through attorneys, agents,
officers or employees, and shall be entitled to advice of counsel
concerning all questions hereunder. The Trustee shall not be
answerable for the exercise of any discretion or power under this
Trust Agreement nor for anything whatever in connection with the
trust hereunder, except only its own willful misconduct or
negligence or that of its agents, officers and employees. The
Trustee may consult with counsel and the advice of such counsel or
any opinion of counsel shall be full and complete authorization and
protection in respect of any action taken or omitted by it here-
under in good faith in accordance with such advice or opinion of
counsel. The Trustee shall not be responsible for any loss or
damage resulting from any action or inaction in good faith in
reliance upon such opinion or advice. The permissive right of the
Trustee to do things enumerated in this Trust Agreement shall not
be construed as a duty. All money received by the Trustee shall,
until used or applied as herein provided, be held in trust as set
forth in this Agreement. Neither the Trustee nor any paying agent
ahall be under any liability for interest on any money received by
it hereunder.
Section 6.03. Comnensation. The Trustee shall receive from
the City as compensation for its services hereunder and under the
Lease initial fees of $5,000 and subsequent administrative fees
according to the fee schedule submitted to the City at or prior to
closing, for so long as the Certificates or any of them are
Outstanding. In addition, in accordance with the Lease, the
Trustee shall be entitled to payment or reimbursement from the City
for reasonable fees for its services rendered hereunder,
disbursements and all advances, counsel fees and other expenses
reasona.bly and necessarily made or incurred by the Trustee (includ-
ing the reasonable compensation and the expenses and disbursements
of its counsel and all persons not regularly in its employ), in
connection with such services hereunder and, in the event that it
should become necessary that the Trustee perform extraordinary
services, it shall be entitled to reasonable extra compensation
-17 D0T532 92/08/04
therefor from the City, and to reimbursement from the City for
reasonable and necesaary extraordinary expenses in connection
therewith; provided, that if such extraordinary services are due
to the willful misconduct or negligence of the Trustee, it shall
not be entitled to compensation or reimbursement therefor.
Section 6.04. Notice of Default• Right to Investicrate.
Within 30 days after the occurrence of an Event of Default as
defined in clauses (a) and (b) of Section 5.01 hereof, and within
30 days after the later of the occurrence of an Event of Default
as defined in clause (c) of Section 5.01 hereof or receipt by the
Trustee of notice that an Event of Default as defined in clause (c)
of Section 5.01 hereof has occurred, the Trustee shall, unless such
Events of Default have been remedied, give written notice by first
class mail to Owners of Certificates, of all Events of Default
known to the Trustee and send a copy of such notice to the City
(the tenn Events of Default for purposes of this Section 6.04 and
Section 6.05 hereof being defined to include the events specified
in clauses (a) through (c) of Section 5.01 hereof, not including
any notice or periods of grace provided for therein); provided
that, except in the case of an Event of Default under clausea (a)
or (b) of Section 5.01, the Trustee may withhold such notice so
long as it in good faith determines that such withholding is in the
interest of the Owners. The Trustee shall not be deemed to have
notice of any Default unless it has actual knowledge thereof or has
been notified in writing of such Event of Default by the Owners of
at least a majority in principal amount of the Certificates then
Outstanding. The Trustee may, however, at any time require of the
City full information as to the performance of any covenant under
the Lease; and, if information satisfactory to it is not
forthcoming, the Trustee may make or cause to be made an
investigation into the affairs of the City related to this Trust
Agreement.
Section 6.05. Duties and Res,ponsibilities. Except during
the continuance of an Event of Default, the Trustee undertakes to
perform such duties and only such duties as are specifically set
forth in this Trust Agreement, and no implied covenants or
obligations ahall be read into this Trust Agreement against the
Trustee and in the absence of bad faith on its part, the Trustee
may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates
and opinione furnished to the Trustee and conforming to the
requirements of this Trust Agreement. If any Event of Default
shall have occurred and be continuing, the Trustee shall exercise
such of the rights and remedies vested in it by this Trust
Agreement and shall use the same degree of care in their exercise
as a prudent person would exercise or use in the circumstances in
the conduct of his or her own affairs; provided, that if in the
opinion of the Trustee such action may tend to involve expense or
1 g DOT532 92/08/04
liability, it shall not be obligated to take such action unless it
is furnished with indemnity by one or more Owners, and arrangements
for payment thereof, satisfactory to it.
The Trustee ahall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the direction of the Owners of Certificates representing not less
than a majority in principal amount of the Lease Payments at the
time Outstanding, related to the time, method, and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred upon the Trustee, under
this Trust Agreement or the Lease.
Section 6.06. Reliance on Requisition, Etc. The Trustee
may act on any resolution, notice, telegram, request,
consent, waiver, certificate, statement, affidavit, voucher, bond,
or other paper or document which it in good faith believes to be
genuine and to have been passed or signed by the proper persons or
to have been prepared and furnished pursuant to any of the provi-
sions of this Trust Agreement; and the Trustee shall be under no
duty to make any investigation as to any statement contained in any
such instrument, but may accept the same as conclusive evidence of
the accuracy of sueh statement.
Section 6.07. Construction of Ambiguous Provisions. The
Trustee may construe any ambiguous or inconsistent provisions of
this Trust Agreement, and any such construction by the Trustee
shall be binding upon the Owners.
Section 6.08. Resignation of Trustee. The Trustee may
resign and be discharged of the trusts created by this Trust
Agreement by written resignation filed with the City no fewer than
60 days before the date when it is to take effect. Such
resignation shall take effect only upon the appointment of a
successor, Trustee. If no successor Trustee shall have been
appointed within 45 days of giving notice as aforesaid, the
resigning Trustee may petition a court of competent jurisdiction
for the appointment of a successor Trustee, and which court may
thereupon appoint such successor Trustee.
Section 6.09. RPmoval of Trustee. The Owners of
Certificates representing a majority in principal amount of the
Lease Payments then Outstanding may on 30 days' written notice
given to the Trustee, the Underwriter and the City, replace the
Trustee or any succesaor thereto, and may appoint a successor
thereto, which successor shall be a bank or trust company meeting
the requirements set forth herein.
Section 6.10. A��ointment of Successor Trustee. If the
Trustee or any successor Trustee resigns or is removed or
19 D0T532 92/08/04
dissolved, or if its property or business is taken under the
control of any state° or federal court or administrative body, a
vacancy shall forthwith exist in the office of the Trustee, and
the Underwriter shall appoint a successor. If the Underwriter
fails to make such appointment within 60 days after the date notice
of resignation is filed, or after the effective date of the
Trustee's removal or dissolution and no appointment has previously
been made pursuant to Section 6.08 hereof, the Owners of
Certificates representing a ma.jority in principal amount of the
Lease Payments then Outstanding may do so and shall cause notice
of such successor Trustee to be given to the City and to all
Owners.
Section
Trustee shall
trust company
surplus of at
to accept the
6.11. 4�alification of Successor. A successor
be a national bank with trust powers or a bank and
or a trust company, in each case having capital and
least $50,000,000, if there be one able and willing
trust on reasonable and customary terms.
Section 6.12. Instruments of Succession. Any succesaor
Trustee shall execute, acknowledge and deliver to the City and the
Underwriter an instrument accepting such appointment hereunder; and
thereupon such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the estates
(including the Trust Estate), properties, rights, powers, trusts,
duties and obligations of its predecessor in the trust hereunder,
with like effect as if originally named Trustee herein. The
Trustee ceasing to act hereunder shall pay over to the successor
Trustee all money held by it hereunder; and, upon request of the
successor Trustee, the Trustee ceasing to act and the City shall
execute and deliver an instrument transferring to the successor
Trustee all the estates (including the Trust Estate), properties,
rights, powers and trusts hereunder of the Trustee ceasing to act.
The City shall be provided with a copy of each instrument mentioned
herein.
Section 6.13. Merger of Trustee. Any corporation into which
any Trustee hereunder may be merged or with which it may be con-
solidated, or any corporation resulting from any merger or con-
solidation to which any Trustee hereunder shall be a party, shall
be the succesaor Trustee under this Truat Agreement, without the
execution or filing of any paper or any further act on the part of
the parties hereto, anything herein to the contrary notwithstand-
ing. Notice of such merger or consolidation shall be given to the
City. If such corporation fails to be eligible to serve as Trustee
under Section 6.11, then the Trustee must comply with the
resignation procedures set forth in Section 6.08.
Section 6.14. Survival of Rights. The Trustee's rights to
immunities, indemnifications and protection from liability
2 Q D0T532 92/08/04
hereunder and under the Lease and its rights to payment of its fees
and expenses ahall survive its resignation or removal; the final
payment or the defeasance of the Certificates and the termination
of the Lease.
Section 6.15. Representa ion and Covenants of the Trustee.
(i) THE TRUSTEE WILL NOT BE REQUIRED TO MAKE ANY INSPECTION OF THE
PROPERTY, AND THE TRUSTEE SHALL, PURSUANT TO THE LEASE, LEASE THE
PROPERTY AS IS, AND THE TRUSTEE (WHETHER ACTING AS TRUSTEE
HEREUNDER OR A LESSOR UNDER THE LEASE OR IN ITS INDIVIDUAL
CAPACITY) HAS MADE, MAKES AND SHALL BE DEEMED TO HAVE MADE, NO
REPRESENTATION OR WARR.ANTY, EXPRESS OR IMPLIED, AS TO THE TITLE,
VALUE, COMPLIANCE WITH SPECIFICATIONS, CONDITION, MERCHANTABILITY,
DESIGN, QUALITY, DUR.ABILITY, OPER.ATION OR FITNESS FOR USE OR
PURPOSE OF THE PROPERTY OR ANY COMPONENT PART THEREOF (EXCEPT THAT
THE TRUSTEE, ON THE CLOSING DATE OR, IN THE CASE OF A SUCCESSOR
TRUSTEE, ON THE DATE OF TRANSFER TO IT OF TITLE TO THE PROPERTY,
SHALL POSSESS WHATEVER TITLE TO THE PROPERTY THEREOF WAS
TRANSFERRED TO IT), (ii) the Trustee makes no representation or
warranty�as to the validity, legality or enforceability of this
Trust Agreement (except with respect to its enforceability against
the Trustee), any agreement, certificate or document referred to
herein or involved in the transactions contemplated by this Trust
Agreement, or as to the correctness of any statement contained in
any such agreement, certificate or document, (iii) the�Trustee
makes no other repreaentation or warranty relating to the
transactions contemplated by this Trust Agreement not expressly set
forth in this Trust Agreement or by the Trustee in any agreement,
certificate or document referred to herein or involved in the
transactions contemplated by this Trust Agreement, except that the
Trustee represents and warrants for the benefit of the Underwriter
and each Owner that this Trust Agreement has been, and the Lease
and Certificates to be signed by the Trustee, have been or will be,
executed and delivered by one or more of its officers who are, or
at the time of execution and delivery were or will be, duly
authorized to effect such execution and delivery on its behalf,
(iv) except as expressly set forth herein or in the Lease, until
the Trustee shall have actual knowledge of an Event of Default
hereunder, the Trustee shall have no obligation whatsoever to
monitor any aspect of the City's use or administration of the
Property or to inspect the Property with respect to condition or
use at any time, and (v) the Trustee in its individual capacity
covenants and agrees, at its own expense, promptly to take such
action as may be necessary duly to discharge or bond or eliminate
any lien on the Property (A) arising as a result of claims against
the Trustee not related to the transactions contemplated by this
Trust Agreement or (B) arising as a result of the Trustee's willful
misconduct or negligence in administering the Property.
2 1 D0T532 92/08/04
CJ
ARTICLE VII
ACTS OF OWNERS: EVIDENCE OF OWNERSHIP OF CERTIFICATES
Section 7.01. Actions of Owners• fividence of Ownershin.
Any action to be taken by Owners may be evidenced by one or more
concurrent written instruments of similar tenor signed or executed
by such Owners in person or by an agent appointed in writing. The
fact and date of the execution by any person of any such instru-
ments may be proved by acknowledgment before a notary public or
other officer empowered to take acknowledgments or by an affidavit
of a witness to such execution. Any action by the Owner of any
Certificate shall bind all future Owners of the same Certificate
in respect of anything done or suffered by the City or the Trustee
in pursuance thereof.
ARTICLE VIII
AMENDMENTS A1JD SUPPLSMENTS
Section 8.01.� Amendments and Sug�lements Without Owners'
Consent. This Trust Agreement may be amended or supplemented at
any time and from time to time, without notice to or the consent
of the Owners, by delivery of an amendment requested by Special
Counsel filed with the Trustee, for the purpose of curing any
ambiguity or curing, correcting or supplementing any defective
provision of this Trust Agreement in such manner as shall not be
inconsistent with this Trust Agreement and shall not impair the
security hereof or adversely affect the Owners. As a condition of
its effectiveness, any such request shall be accompanied by (1) a
consent by the City to such, which consent shall not be
unreasonably withheld; and (2) an opinion of.Special Counsel that
such change shall not impair the tax-exempt status of the interest
component of the Series A Lease Payments, and is not in violation
of any law; provided further, that no such change may adversely or
materially impair the City's obligations under the Lease.
Section 8.02. Amendments with Owners' Consent. This Trust-
Agreement may be amended from time to time, except with respect
to (1) the principal or interest payable upon Lease Payments
represented by any Certificate, (2) the dates of maturity or
redemption proviaions of any Certificates, and (3) this Article
VIII, by a supplemental indenture approved by the Owners of at
least a majority in aggregate principal amount of the Certificates
then Outstanding; provided, that no amendment shall be made which
�ffects the rights of some but fewer than all the Outstanding
Certificates without the consent of the Owners of Certificates
representing a majority in aggregate principal amount of the Lease
Payments so affected, and provided further that no amendment shall:
22 DOT532 92/08/04
(a) extend the fixed maturity of the principal component
of Lease Payments represented by any Certificates or reduce the
rate of interest thereon, or extend the time of payment of interest
from their due date, or reduce the amount of principal thereof, or
reduce any premium payable on the redemption thereof, without the
consent of the Owner of each Certificate so effected; or
(b) reduce the aforesaid percentage of Certificate
Owners required to approve such proceeding or action without the
consent of the Owners of all of the Outstanding Certificates, and
provided further that no amendment shall become effective without
a consent by the City thereto being placed on file with the
Trustee, which consent shall not be unreasonably withheld.
Section 8.03. Amendment of Lease. If the City proposes to
amend the Lease, the Trustee, as Lessor thereunder, may, in its
reasonable discretion, consent thereto; provided, that if such
proposal would amend the Lease in such a way as would, in the
opinion of the Trustee, adversely affect the interests of the
Owners, the proposed amendment shall not become effective without
the consent thereto of the Owners of at least a majority in
aggregate principal amount of the Certificates then Outstanding;
provided, that the Trustee shall not, without the unanimous consent
of all owners of Certificates then Outstanding, consent to any
amendment which would (1) decrease the amounts payable under the
Lease, (2) change the date of payment or prepayment provisions
under the Lease, or (3) change any provisions with reapect to
amendment; and further provided, that no amendment shall be con-
sented to which affects the rights of some but fewer than all the
Outstanding Certificates without the consent of the Owners of
Certificates representing at least 66-2/3� in aggregate principal
amount of the Lease Payments so affected.
Section 8.04. Trustee Authorized to Join in Amendments and
��vlements• Reliance on Counsei. The Trustee is authorized to
join with the Certificate Owners in the execution and delivery of
any supplemental agreement or amendment permitted by this Article
VIII and in so doing shall be fully protected by an opinion of
counael that such supplemental indenture or amendment is so
permitted and has been duly authorized by the City and that all
things neceasary to make it a valid and binding agreement have been
done. The Trustee's consent is required in the event of amendment
or supplement hereto affecting its rights or duties hereunder.
Section 8.05. Notice to Moody's. Th
written notice of any supplemental agreement
Trust Agreement or the Lease to Moody's
e Trustee shall give
or amendment to this
Investors, Service
2 3 D0T532 92/08/04
AR.TICLE IX
DEFEASANCE
Section 9.01. Defeasance. When the principal or prepayment
price (as the case may be) of, and interest on, the Lease and all
Certificates issued hereunder have been paid, as provided in this
Section 9.01, or provision has been made for payment of the same,
and all payment of obligations of the City under Section 6.03
hereof have been satisfied, then simultaneously with the Trustee's
disposition of the Property (pursuant to Article IX of the Lease,
if the Trustee has not previously sold the Property pursuant to
Section 5.03 hereof), then the Trustee's right, title and interest
in the Property and the Lease, and the money payable under the
Lease shall thereupon cease and the Trustee shall release the Trust
Estate and this Trust Agreement in respect thereto and shall
execute such documents to evidence such release as may be
reasonably required by the City and shall turn over to the City or
its assigns all balances then held by it hereunder not required for
the payment of the Certificates and such other sums as may be due
under this Trust Agreement or the Lease. If the principal or
prepayment price (as the case ma.y be) of, and interest on, any of
the Lease Payments represented by the Certificates issued hereunder
has been paid, or provision has been made for the payment of the
same in the manner stipulated therein and in this Trust Agreement,
then such Certificates shall cease to be entitled to any lien,
benefit or security under this Trust Agreement or the Lease, and
all covenants, agreements and obligations of the City with respect
to payment of the Lease Payments represented by the Certificates
shall thereupon cease, terminate and become void and be discharged
and satisfied.
Without limiting the generality of the foregoing, provision
for the payment of Lease Payments and Certificates shall be deemed
to have been made when the Trustee shall hold in the Lease Purchase
Fund for payment of interest on the Lease Payments represented by
the Certificates when due and payment of the principal component
or prepayment price of the Lease Payments represented by the
Certificates when due (whether at maturity or upon prepayment at
the option of the City or otherwise) ti) cash in an amount
sufficient to make all payments specified above, or (ii) non-
callable obligations issued_by the United States of America,
maturing on or before the date or dates when the payments specified
above shall become due and/or on demand of the Trustee, the
principal amount of which and the interest thereon, when due, is
or will be, in the aggregate, sufficient without reinvestment to
make all such payments, or (iii) any combination of cash and such
obligations. The obligations and money deposited with the Trustee
pursuant to this Section shall be segregated by it and held in
2 4 D0T532 92/08/04
i
trust for the payment of trie principal of, redemption price and
interest on said Lea�e Payments represented by the Certificates.
Section 9.02. Transfer of Title to Prouertv. Upon the
payment in full of all principal components of the Lease Payments
and interest thereon, or provision therefor and upon satisfaction
of the City's payment of obligations under Section 6.03 hereof, in
conformity with Article IX of the Lease, the Trustee is authorized
and directed to deliver and transfer to the City all documents
evidencing title to the Property and release of the Trust Estate.
ARTICLE X
FORM OF CERTIFICATES
Section 10.01. Form of Certificatea. The Certificates shall
be in substantially the following form, with modifications
appropriate to each series of Certificates:
No. R-
UNITFD STATES OF AMERICA
STATE OF WASHINGTON
CERTIFICAT$ OF PARTICIPATION, 1992 SERIES A
IN EVIDENCING UNDIVIDED PROPORTIONATE
INTERESTS LEASE PAYMENTS BY
THE CITY OF FEDERAL WAY, WASHINGTON, AS LESSEE
UNDER A LEASE FOR THE FINANCIAL CENTER BUILDING
Registered Owner:
Interest Rate:
_Maturity Date of Series A Lease Payments:
Principal Sum of Series A Lease Payments:
CUSIP:
Date of Original Issue:
This is to certify that the Registered Owner named above is
the Registered Owner of the following interest in the right to
receive a portion of certain Series A Lease Payments (the "Series
A Lease Payments") to be paid under the Lease (the "Lease°) dated
Auguat 1992, entered into by and between Seattle-First
National Bank (the °Lessor and Trustee") and the City of Federal
Way, Washington (the "City"), as lessee of certain real property
together with improvements thereon (the "Property") under the
Lease. The Lessor�s interests in the Lease and the Property
(subject to the terms of the Lease) are held pursuant to a Warranty
Deed in favor of the Trustee and to the terms of a trust agreement
between Seattle-Northwest Securities Corporation and the Trustee
2 5 D0T532 92/08/04
dated August 1, 1992 •(the "Trust Agreement" for the benefit of the
owners of certificates of participation evidencing undivided
proportionate ownership interests in the Lessor's interests under
the Lease and the Series A Lease Payments (the "Series A
Certificates")
The Registered Owner is entitled to receive, subject to the
terms of the Lease, on the Maturity Date specified above, the
Principal Sum of Series A Lease Payments specified above,
representing a portion of the principal amount of the Series A
Lease Payments owing under the Lease, and to receive interest on
such principal amount from the date hereof, or the most recent date
to which interest has been paid or duly provided for, at the
Interest Rate specified above, payable on December 1, 1992, and
semiannually thereafter on each June 1 and December i thereafter,
to and including the Maturity Date specified above.
All amounts payable hereunder are payable in lawful money of
the United States of America. The principal component of Series
A Lease Payments payable under this certificate shall be payable
upon presentation and surrender of this certificate at the
principal office of the Trustee in Seattle, Washington. Interest
payable under this certificate is payable by check or draft mailed
by first-class mail on the date such interest is due by the Trustee
to the Registered Owner of this certificate at the address
appearing on the records maintained by the Trustee as of the 15th
day of the month preceding the interest payment date.
The full faith, credit and resources of the City are pledged
irrevocably by the City under the Lease for the payment of the
principal and interest components of the Series A Lease Payments.
The City has pledged under the Lease to budget and appropriate from
taxes and other revenues available without a vote of the City's
electora, amounts sufficient, together with other money legal�y
available therefor, to pay the principal and interest components
of said Series A Lease Payments when due.
This certificate is transferable only on the records main-
tained by the Registrar for that purpose upon the surrender of this
certificate by the Registered Owner and only if endorsed in the
manner provided hereon, and thereupon a new fully registered
certificate shall be issued to the transferee in exchange therefor.
ADDITIONAL PROVISIONS OF THIS CERTIFICATB APPEAR ON THE
REVERSE SIDE HEREOF; SUCH PROVISIONS HAVE THE SAME EFFECT AS IF
THEY WERE PRINTED HEREIN.
THIS CERTIFICATE SHALL NOT BE VALID UNLESS PROPERLY EXFCUTED
BY THE TRUSTEE IN THE SPACE INDICATED BELOW.
2 D0T532 92/08/04
i
CERTIFICATE OF EXECUTTON
This is one of the Series A Certificates of Participation in
the Series A Lease Payments due under the Lease described herein,
and is properly registered and executed pursuant to the Trust
Agreement.
Date of Execution:
SEATTLE-FIRST NATIONAL BANK,
as Trustee
By
Authorized Officer
ADDITIONAL PROVISIONS
This certificate and other certificates of this issue of like
date and tenor, except as to interest rate and date of maturity,
represent undivided, proportionate interests in the Series A Lease
Payments due from the City under the Lease and are issued in the
aggregate principal amount of pursuant to the
terms of the Trust Agreement. An additional principal
amount of payments due under the Lease is designated the Series B
Lease Payments, and a separate series of certificates of
participation representing undivided proportionate interests in
such Series B Lease Payments is being issued simultaneously
herewith in the aggregate principal amount of
This certificate has been executed by the Trustee. Al1 right,
title and interest of the Lessor under the Lease and the Warranty
Deed are held by the Trustee pursuant to the terms of the Trust
Agreement. The Warranty Deed is without recourse, and neither the
Trustee nor the Registered Owner of this certificate has rights
against any prior owner of the Property in the event of nonpayment
hereunder or under the Lease.
In the event of default by the City in the payment of
principal or interest components of the Series A Lease Payments,
the Registered Owner of this certificate has no recourse against
the Trustee therefor. The Trustee's liability to the Registered
Owner hereof shall consist of the duty to remit to the Registered
Owner his or her pro rata share of the Series Lease A Payments,
when, as and if collected from the City pursuant to the Lease.
The Trustee's only obligations are to hold the Lease and title to
the Property for the benefit of the Certificate Owners, and to
administer for the benef it of the Certif icate Owners the various
funds and accounts established in the Trust Agreement.
2 7 D0T532 92/08/04
Copies of the Trust Agreement, Lease, and Warranty Deed are
on file at the principal offices of the.Trustee and at the City of
Federal Way, Washington. Reference to the Trust Agreement, Lease,
Warranty Deed and any and all amendments thereto is made for a
description of the covenants of the City securing the Series A
Lease Payments, the nature, extent and manner of enforcement of
such covenants, the rights and remedies of the Registered Owners
of the Certificates with respect thereto and the other terms and
conditions upon which the Certificates are delivered thereunder.
The City has not reserved the right to prepay principal
components of the Series A Lease Payments.
To the extent and in the manner permitted by the terms of the
Trust Agreement, the provisions of the Trust Agreement may be
amended by the parties thereto with the written consent of the
Owners of Certificates representing at least a majority in
principal amount of the Lease Payments then Outstanding.
The ownership of thia certificate must be registered upon the
books of the Trustee as provided in the Trust Agreement. The
Trustee may treat the registered Owner hereof as the absolute Owner
hereof for all purposes, and the Trustee shall not be affected by
any notice to the contrary.
The following abbreviations, when used in the inscription on
the face of the within certificate, shall be construed as though
they were written out in full according to applicable laws or
regulations.
TEN COM as tenants in common
TEN ENT as tenants by the entireties
JT TEN as joint tenants with right of survivorship and
not as tenanta in common
UNIF GIFT (TRANSFER) MIN ACT Cuatodian
(Custodian) (Minor's Name)
under Uniform Gifts (Transfers) to Minors Act
(State)
Additional abbreviations may also be used though
not in list above.
2 D0T532 92/08/04
Warranty Deed
FOR VALUE RECEIV£D, the undersigned sells, assigns and trana-
fers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER IDENTIFICATION
NUMBER OF TRANSFEREE
(Please print or typewrite name and address, including zip code of
Transferee.)
the within certificate and all rights thereunder and does hereby
irrevocably constitute and appoint
of or its
successor, as Agent to transfer said certificate on the books kept
by the Trustee for registration thereof with full power of sub-
stitution in the premises.
DATED:
SIGNATURE GUARANTEED:
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. �To Peraonal Recourse. No recourse shall be
had for any claim based on this Trust Agreement or the
Certificates, including but not limited to the payment of the
principal or prepayment price of, or iriterest on, the Lease
Payments represented by Certificates, against any officer, agent
or employee, past, present or future, of the City or of any
successor body, as such, either directly or through the City or
any such successor body, under any constitutional provision,
statute or rule of law or by the enforcement of any assessment or
penalty or by any legal or equitable proceeding or otherwise.
Section 11.02. No Rights Conferred on Others. Nothing herein
contained shall confer any right upon any person other than the
parties hereto and the Owners of the Certificates.
2 9 D0T532 92/08/04
Section 11.03. -Illegal Etc Provisions Disrecrarded. In case
any provision in this Trust Agreement or the Certificates shall for
FAX: (206) any reason be held invalid, illegal or unenforceable
in any respect, this Trust Agreement shall be construed as if such
provision had never been contained herein.
Section 11.04. Notices to Trustee and Underwriter. Any
notice to or demand upon the Underwriter and the Trustee shall be
deemed to have been sufficiently given or served for all purposes
by being sent by registered mail, by telegram or by telephone or
telefax confirmed in writing, and addressed to the parties, respec-
tively, or at such other address as may be filed in writing by such
parties to the others as follows:
To the Underwriter:
Seattle-Northwest Securities
Corporation
1420 Fifth Avenue, Suite 4300
Seattle, Washington 98101
To the Trustee: Seattle-First National Bank,
1001 Fourth Avenue, lith Floor
Seattle, Washington 98154
Attention: Corporate Trust Dept.
To the City: City of Federal Way
33530 ist Way South
Federal Way, Washington 98003
Attention: Finance Director
Section 11.05. Successors and Assi.gns. All the covenants,
promises and agreements in this Trust Agreement contained by or on
behalf of the Trustee, shall bind and inure to the benefit of their
respective successors and assigns, whether so expressed or not.
Section 11.06. Headinga for Convenience Onlv. The
descriptive headings in this Trust Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any�of the provisions hereof.
Section 11.07. Counterparts. This Trust Agreement may be
executed in any number of counterparts, each of which when so
executed and delivered shall be an original; but such counterparts
shall together constitute but one and the same instrument.
Section 11.08. Title and Security Documents. The City shall
cause this Trust Agreement and title documents and/or a financing
statement relating thereto under the Uniform Commercial Code of the
State of Washington to be filed, as may be required by law fully
3 0 D0T532 92/08/04
to protect the right, title and interest of the Trustee in the
Lease and in title to the Property held pursuant to this Trust
Agreement. The Sel'ler and the City shall execute or cause to be
executed any and all further instruments as may be required by law
or as shall reasonably be requested by the Z'rustee for such protec-
tion of the interests of the Trus�ee and the Owners, and shall
furnish satisfactory evidence to the Trustee of filing and refiling
of such instruments and of every additional instrument which shall
be necessary to preserve the lien of this Trust Agreement upon the
rights and interests assigned to the Trustee under this Trust
Agreement until the principal, or redemption price of, and interest
on the Lease Payments represented by the Certificates issued
hereunder shall have been paid. The Trustee shall execute or join
in the filing thereof at such time or times and in such place or
places as it �►ay be advised by an opinion of Counsel will preserve
the lien of this Trust Agreement upon the rights and interests
assigned to the Trustee under this Trust Agreement until the
aforesaid principal shall have been paid.
Section 11.09. Information Under Commercial Code. The
following information is stated in order to facilitate filings
under the Uniform Commercial Code, if necessary:
The title holder (or secured party, if applicable�)
is Seattle-First National Bank, Trustee. Its address
from which information concerning the security interest
may be obtained is 1001 4th Avenue, llth Floor, Seattle,
Washington 98154. The debtor is the City of Federal Way,
Washington. Its mailing address is 33530 ist Way South,
Federal Way, Washington 98003.
Section 11.10. PaYments Due on Saturdays Sundays and Holi-
days In any case where the date of maturity of interest on or
principal of the Lease Payments represented by the Certificates or
the date fixed for prepayment of any or all of the Lease Payments
represented by the Certificates shall be a Saturday, Sunday or date
which banks are authorized to remain closed, then payment of
interest or principal or prepayment price need not be made on such
date but may be made on the next succeeding business day with the
same force and effect as if made on the date of maturity or the
date fixed for prepayment, and no interest on such payment shall
accrue for the period after such date.
Section 11.11. A�nlicable Law. This Trust Agreement shall
be governed by and construed i� accordance with the laws of the
State of Washington.
31- DOT532 92/08/04
i
IN WITNESS WHEREOF, the parties have executed this Trust
Agreement as of the day and year first above written.
SEATTLE-NORTHWEST STCURITIES
CORPORATION,
as Underwriter
By
Its
SEAZTLE-FIRST NATIONAL BANR, as
Trustee
By
Trust Officer.
FORM OF APPROVAL BY CITY
The City of Federal Way (the "City") hereby acknowledges and
consents to the terms of this Trust Agreement and its rights and
obligations thereunder. The City hereby represents, warrants and
certifies to the Trustee and the Underwriter, or their designees,
that Exhibit A contains true and correct copies of the Lease and
all amendments or supplements, if any, thereto, that no prepayments
have been made on the Lease and that the City's obligations under
the Lease remain in full force �nd effect. The City hereby
approves all provisiona of this Trust Agreement.
Dated this day of August, 1992.
CITY OF FEDfiRAL WAY, WASHINGTON
By
City Manager
3 2 DOT532 92/08/04
U
Approved by:
City Attorney
Attest:
City Clerk
[Seal]
3 3 DOT532 92/08/04
EXHIBIT A
Lease with OAtion to Purchase
A 1 DOT532 92/08/04
u
amount of the Lease Payments and receipt of indemnity to its
satisfaction, shall, in its own name:
(a) by mandamus, or other suit, action or proceeding at
law or in equity, enforce all rights of the Owners, including the
right as Lessor under the Lease to collect the amounts payable
under the Lease or to enforce any and�all provisions of the Lease
or this Trust Agreement for the benefit of the Owners;
(b) bring suit upon the Certificates;
(c) take such actions as are allowed by law or in equity
to realize upon the Trust Esta�e;
(d) by action or suit in equity enjoin ariy acts or
things which may be unlawful or in violation of the rights of the
Owners.
Section 5.Q4. Discontinuance of Proceedings by Trustee. If
any proceeding taken by the Trustee on account of any Event of
Default is discontinued or is determined adversely to the Trustee,
the City, the Trustee and the Owners shall be restored to their
former positions and rights hereunder as though no such proceeding
had been taken, but subject to the limitations of any such adverse
determination.
Section 5.05. Owners Mav Direct ProceedinQS. The Owners of
Outstanding Certificates repreaenting a majority in principal
amount of the Lease Payments hereunder shall have the right to
direct the method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power
conferred on the Trustee, provided that such direction shall not
be .in c�nflict with any rule of law or with this Trust Agreement
or be unduly prejudicial to Owners not joining therein, and the
Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction; provided, however,
that no proceedings by the Trustee or the Owners of Certificates
Outstanding shall:
(a) extend the fixed maturity of�any principal component
of Lease Payments represented by Certificates or reduce the rate
of interest thereon, or extend the time of payment of interest from
their due date, or reduce the amount of principal thereof, or
reduce any premium payable on the redemption thereof, without the
consent of the Owner of each Certificate so affected; or
(b) reduce the aforesaid percentage of Certificate
Owners required to approve such proceeding or action without the
consent of the Owners of all of the Outstanding Certificates.
-14 D0T532 92/08/04
Section 5.06. Limitations on Actions bv Owners. No 4wner
shall have any right°to pursue any remedy hereunder unless:
(a) the Trustee shall have been given written notice of
an Event of Default;
(b) the Owners of at least a majority in principal
amount of the Certificates then Outstanding respecting which there
has been an Event of Default shall have requested the Trustee, in
writing, to exercise the powers hereinabove granted or to pursue
such remedy in its or their name or names;
(c) the Trustee shall have been offered indemnity
satisfactory to it against costs, expenses and liabilities; and
(d) the Trustee shall have failed to comply with such
request within 60 days or such shorter time as shall be reasonable
in the circumstances.
Section 5.07. Trustee Mav Enforce RiQ,hts Without Possession
of Certificates. All rights under this Trust Agreement and the
Certificates may be enforced by the Trustee without the possession
of any Certificates or the production thereof at the trial or other
proceedings relative thereto, and any proceeding instituted by the
Trustee shall be brought in its name for the ratable benefit of all
Owners of the Certificates.
Section 5.08. Delays and Omissions Not to Impair Ricrhta.
No delay or omission in respect of exercising any right or power
accruing upon any Event of Default shall impair such right or power
or be a waiver of such Event of Default and every remedy given by
this Article may be exercised from time to time and as often as may
be deemed expedient.
Section 5.09. A��lication of Money in Event of Default.
Any money received by the Trustee under this Article V shall be
applied:
First: To the payment of all,amounts due the Trustee
under Section 6.03 hereof;
Second: To the payment of the principal component (or
prepayment price, as the case.may be) and interest component
then owing on the Lease Payments represented by the
Certificates� including any interest on overdue payments, and
in case such money shall be insufficient to pay the same in
full, then to the payment of the principal component (or
prepayment price) and interest component ratably, without
preference or priority of one over another, of one series over
-15 D0T532 92/08/04
another or of any installment of interest over any other
installment of interest; and
Third: Once no Certificate is Outstanding, the payment
of expenses of the City, including reasonable counsel fees,
actually incurred in connection with this financing, and
remaining unpaid.
Upon termination of this trust, the surplus, if any, shall be
paid to the City or the person or persons lawfully entitled to
receive the same as a court of competent jurisdiction may direct.
Section 5.10. Moneys Held bY Trustee One Year After Due
Date. Moneys or investments held by the Trustee in trust for the
payment and discharge of any of the Certificates which remain
unclaimed for one year after the date when such Certificates shall
have become due and payable, either at their stated maturity dates
or by call for earlier redemption, if such moneys were held by the
Trustee at such date or for one year after the date of deposit of
such moneys if deposited with the Trustee after the said date when
such Certificates become due and payable, shall be repaid by the
Trustee to the City (subject to any right of set-off) as the City's
property, and the Trustee shall thereupon be released and
discharged with respect thereto, and the owners of the Certificates
payable from such moneys shall look only to the City for the
payment of �such Certif icates
Section 5.11. Trustee's Riqht to Receiver. If any Event of
Default has occurred and is continuing, the Trustee shall, to the
extent permitted by law, be entitled as of right to the appointment
of a receiver; and the Trustee, the Owners and any receiver so
appointed shall have such rights and powers and be subject to such
limitationa and restrictions as may be contained in or permitted
by the law.
Section 5.12. Trustee and Owners Entitlea to �l xemea�es
Under Law• Remed�es Not Exclusive. It is the purpose of this
Article to provide to the Trustee and Owners all rights and reme-
dies as may be lawfully granted under the provisions of law, but
should any remedy herein granted be held unlawful, the Trustee and
the Ownera shall nevertheless be entitled to every remedy per-
mitted. It is further intended that, insofar as lawfully possible,
the provisions of this Article V shall apply to and be binding upon
any trustee or receiver appointed. No remedy herein conferred is
intended to be exclusive of any•other remedy or remedies, and each
remedy is in addition to every other remedy given hereunder or now
or hereafter existing at law or in equity or by statute.
-16 D0T532 92/08/04
EXHIBIT B
Warranty Deed
1 D0T532 92/08/04
EXHIBIT C
�a�italized Financinq Costs
C 1 D0T532 92/08/04
CERTIFICATES OF PARTICIPATION
(lease and Installment Sale Methods►
�e�:s:a: �e 5ocy
ci CCuxpr
Ap�rves Lease
or Irs:eli^;ent
Sale �reement
Publ�t Cy n?SCiu;tCr.
Entity
(Obiigor)
eooee0000�
Pavr.':en:s
0
e
0
e
0
e
F:r,a�ConS Plar
Recavr^er.t Pfan
Trusteei
e e e s a e fisCil A9lnt
e
e
6
C
C
C
0
GxKV�CS
�Q�IVQt$
�,lRIfICB�lS
t ol Pettipp8ti�t
s n
e
a
e
Investors
Cena�cate
ProceeCs
:;;�i�c Improveme�ts
:anc. Fac�lmes
�r Fpuipment
CERTIFICATES OF PARTICIPATION
(Lease and Installment Sale Methods)
Legislative Body
ot Ob��gor
Approves Lease
Or Instailment
=za Sate Agreement
Public by Resolubon
Entity
(Obligor)
000000000�
0
o Payments
0
0
0
0
0
e
0 0
o
o
o
0 0
o
0
0
0
0
0
=sasza
PubhC or
Private
Entity
Assigns
Righi to
Receive Payments
to Trustee
11
II
e Trusteei
000000
o FiSCaI Agent
a
o
e
o
o e
p b
0 0
e O
O 0
o Ezecutes and
o
Generat Fund (Lease)
Special Fund pnstaflment $afe)
0
0
0
e
e
e
0
0
a 000i
0
0
0
Revenue
CoMribution
(It any)
0
0
0
0
00000000000000000000000000000
Rinancing Plan
Repayment Plan
Delrv6t5
Certificates
ot FgrGcipation
�nvestas
Certiticate
Proceecs
PuDGt Improvements
Land. Fac�hues
or Equipment
FRESTO�•1 TNORGRII�1�OPd
I�� c ���21��e
�y;�� Northwres�
SEMRIT�ES CORPOpAT10N
142Q l9PTM AVENUE
e„E',��n ASHINGTCYN 4BtD�
{tobf�jg•�ee
Augus4 �,1992
Honorable 1NYa �nd City
City of Fed�ral Way
33530 �rst'Way Sout,h
Federal Wa�►, Wa�hi�ton
TD �;��:��-6�3-7���L
Councii
98003
EXHIBIT "E"
�EP
1'�,�: Cily of Federal Way, Washingtan
Pagme»ta Urider the �in�ncial Center PropertY Leage
Series A,'Y'ax-�xempt, (5�►
Se�ie� II, Taxable, (5180�004)
Honarable Mayar and City Counail.
Seattl+�-Northwest Securities C�orporata on�the Series A Ce te�� �d� o�ao
Tax Exem Gortificates of Part�ap y
�sxable Cortificates of Participation (tbe "Series B� b City af Federal Way
"Cex�tificates� based an the sb�ve-described lease p�
{the "City") Thi.s offer ta t or below.� App�ndix A, which i�incarpocoven��,n
re�xesentat�ans a�d v�arran
this agreement by refer�nce, contaix�s a brief descripLion af �,he Certaficat�e, in�u
ri r
principal ama�ants, ma�turitiea. Yntex�est rat�eg, gurchgse price, and t,he propoged tiate
plgce of delivery aayd payment (the "Cloaing"). Uther prov�aiona af this agreoment are a�
follows:
1. '�k�e Purchaser s� f�atee b y the City af i electian 1ta do so f� h afLer the
purchas� the C�r
execut�on af this Cantr�ct of FurGhage and Prior ta the Closing:
Cg)
(b)
(C�
decision bx a court of the United Statee or the U�ited States Ta� Court
ahall be xende�d, or a ruli�g or a regulation (final, te�n.porarY� or ProP�d�
gul
by or on belx�lf of the Zlceasur�► Deparrment af the United Staates the
x�
Intern�l Rovenue Se�rvice ar other gavernmental agen sha11 be ig8
ira the ct�e v� any �uch regulation, p��1� f
legi$lataon shall have been intraduced in e Y
to e
ither the House of YYteepree�eatativoa ar the Senatg af the United t,�tes
with resp�c� to Federal taxation upon interost x�eceivsd on Certificatee of
th►e t�►pe and haracter a£ any af the CertifiGat�s which, in the r�asouable
jud� �nt of the Purchaser, at the cantempla
of th� CertY�cates or their sale by
public offering prices, or
the X3nited States shall war or n�t onal omergenc�,►� ar other na c tiopal
reaulted in declaration a
international calamity or otbgr event ahatl have oceurred or accel�r��� a
�uch au extent as, iu the reasanable apinion of the Purchase�'�
mat.�r�ally advc�rse eflfect on the marketa�iDzf.y of tho CertificaLea; or
thero shalfl have aecurred a general auspenaion of Lr�ding o� the New York
Stack Exchango; or
.o�
ocy�err F
PRESTOi�J THORGRIM�ON ID �2C;6-r�23-7G�2
Hanorabl� Ma�c�r and G�i�y �ouncil
�^f1,y of Foderal Way
Augu�t �.1992
Pa�e Two
�EP �2'
le�islHfaan shall hereaft�x the date a� th delivery of h� Certific o
wii,l� �n et�ective dati� pri�
a decision by c�un b the Se es and �xchange C m iasnon or �hall
�rng flr regulatw Y �u����ian of the subjoct matter s
gavernm�ntal �gency having
hereai�.er be mad�� the o!"fect of whYCh ia that
the Certif'icates aa'e nat oxempt firom the registrati�n. qualificati�n
(1 ar other raquirements af the Securitios Act of 1933, ag azn�nded and
as then in e�'fe�t, ar the Securi#,ies �xchange Act of 1934, as
amcnded and then in effect, or
�2} The City s Orclinanee is not e�cempt �rom the registra�nan,
quaiafi�►t�on or ot�er requirement of t�e �gt �ddenture A:ct of
1939, �s amcnded and as then in effoct, or
a stap urder reiling or be�iss ed or e, he effect aw hich tha
(;ommisaian s�.aU hereafte
t,he isauance, offerin ar sale of the Cor�ific�tes, a.g cantomPl�s a�
n t h e i n a l 7 f 6 c i al StatemQnt, is in viaiation of a�_ y p
e c� r i t i e� Act of 1933, as �men d e d an d as t h e n i n ff e c t,
the Sec�ties
Exch a ng e A c t o f 1934,as am nded snd as hen i n e#'�ect, a�nd w h i c h���
�r�dentuxe Act af 1939�
reaESnnalale judgment af��cl the marketabili�y of t,he Cert�t`icates
or the market grice t
2. Tho Purchaser's oblig�tians hereunder �re also subject ta the followi.ng canr�itions:
(a) At or prior h��r o �avo adop�d p��� �ll deliver, axake
'1 bl to the Furc
ava� a e
(i)
(ii)
(iu
under t e
taxos on corporati�ns.
'The CertiGcates> in definiLive form and dt�lY executc3d, or a
lsmporary Certi$cate;
A certificate, in farm and substance acce a t t�,e�exeeution af
statin� that exe.cuLion of the certi at �the k�na1 Ot�iiclal Statement
the F�n�l 4�.'icial Statement, t,h
attached thereto. to the knawledge and belief of such ot'ficore. �r
due review, doea n�t contain any untrue �tatement of a aa�aterial
faet or omit any statement or inform�t which i$ nece$�ary
m81ce the statements therein, in the light af t,he cire s�� ne
uuder which made, not misleading, and that ths repre
contained in this agroeme�t wer� tru� and correct when m�►de and
are true and cax•rect as of th�e Clasing�
The �ppraving opinion of Band Cowasel datcsd the Clasing da�e
stating that under existing laws regulations� r�►linga and judicisl
decisiona, the interes� companont of the Seri�s A Lease Paymentg
made by the C�ty under the Lease receivc�d i�ii�me gu '�ect to
Seri�s A Certi$cate� is excluded �rom
ec
federal inco end�d a s bj�t to certa ��ndi�o and aseumpti�n�
1986 a$ axr►
The l�b h�Lease s�i cl ded tho comput,ation of c�rta n fedaral
.�3
PRE�TO(V TH�RGRIr�ISON ID�20�-623-7022
Honorahle May and Cii,� (:ouncil
City of Faderal tiVay
Aug►�at 4,1992
Page Three
(iv)
3E� LG �7G
13�31 No.�23 P.C
The fo�lc�wing docum�nts ex�cuted by authori�ed oi�cera:
af the Cit Ordinance appr�ving the LeasQ
�g� A certifiQd capy
��d '1�.uat �igreement, establishing that th� lease payanents
are a Dimited t,a1c general obligatioa of thA ��nd���
ar authorizing oth�r a�ions pertaining
A certifice►te, dated the day af the Closing to the ef�ect that
no litigatian ar al,her procoedings ate pending or threat�ed
in any way affectiug the issu�noe, s�le or delivery of, or
security far, any of tho Gert�ficat,�s•
(c)
(d)
(e)
A certi.ficate eetting fbrth th� facts, estimateg and
�ir�u�nst�nces in existenoe on the date af Clo�ing wbich
�stablish that it is nat expected that tho pmceeds of the
Sories A Certificates will be used in a manner t,hat oould
cause the Series A Certificates to be "arbitrage bnnds° within
f,he meanin of �ection ��8 of thn Ynternal ti,evenue Code and
any applica�le regulatians thereunder.
Such additivnal certificatog, iu�truments ar oginions at,her
evidence as the Purchaser may dee�u reasonably nece��erY
or desirable to evideuce the due authorization� sxeeutioa+
�uthentication and delivery af the CertiScatea� the truth snd
aCCUr�cy e,s o� the time of tbe Clasing of the City's
represeatations aad warranties� aad the e�rms�the�ceof he
Cert,ificates and City Ordinanc�e wYth the
summariz+ed in the Uf�icial Statement� and to ca�rer sucls
other mgttera it rea�onably requogts.
The �.ease and the Tru�t A�reement.
The City will pay the Qast of preparing. px�inting and execut�n� the CertiScaiuee,
�he fees and disbursoments of Bond Counsel, Certlficate registratian� txustec+ fees,
and rating feea �nd expenaes, insuranco, the cost printing and distributuxg the
preliminary and F�inal Of�icial Statements.
Purchaser will pay feeg and disbursement� af Puroha�er'a caunsel� if anY� the c�st
of preparatian and rling of blue �ky and legal inve�tmenl, aurveya whare
�eces��ry� Purehas�r's travel expenses, and �ther �xponses af Purcha�'.
This agroement is Yntendod to benefit only the parl,ies her�to� and the Cit 'e
re resentation� and warranties shall survive any lnvcstig�,tion nnad f���,r��
P u�chaser, delivery and pa� ent for the Cert,ificates, and the terin
Purchase Cantract. Shoutd the C�ty fai1, ta aatisfy any af the. fare g ndi��
nr covenants, or if �the Puxchaser'e obugal;aous ��haser�ndr the Gily shall
pe rmit4ed under th� �`e�ment, then n��tiher the
have tiny further obligationg undQr thfg Purchas� Contrs�ct, exc�pt t.hat any
oxpenses incurred shall be borne in ac�or�a�nce wif.h Se�tion S.
�'2EST�hJ TNJ��RIf�ISOh� I I1 2GF�-623- r C722
anarable Mavur and ��Caunei�
�iLy af reder„il 1�Vay
2lugust �99�
�'age Four
�EF �2'Q2
13 32 hJo 023 P. u5
This of�'er expires on the da'�e and at t,�ao time, set fox�h on Appet�dix A.
R,�$pectful�y submitted,
sE1�sT1'LE-NQR3'HWEST S�CURITIES COIt�ORA�ION
8
Jamee S. attori� ice Presider�t
Aacepted snd �pproved Augugt 4,1992
CrTY OF FFDi�'•RE1L WAY, W�1SI�INGTQN
1 i�.�
PRESTON THORGRIM�QN
���n�hr�s� YI-ice: $2,830,U00, plus accrueci ;n+t.erest from the dat�ed date �f
August 1,1992 to c�ate af Closin�.
1)enami��iQn�: $5,004, or integral multiples. there�f.
Z3�32 Na.023 P.05
APP�ND�X A
The Ccjrtifieat,es af Particip�tion, 1992 9eries A(the "Series A Certificat�es") and the
Gertificatee of Particip�t�ion� 1992 Scr�cs B(t�so Series R(:ertif�ict�k.ea) (��1�1� of
°CertiC'icateg'") wilY be executed and deliver�d pursu�nt tu a�t Agree
August 1, 1992 (the "Tru�t` A�ree�ent")� 1�tween S�atP�e•Nort ���n
(;orporation {the, "Underwriter") and SeaEtle-�irst National Bank, Sea1,tle�
1,ruatee (i�he "Tru�tae"}. "I`he Cortific�tes evidenco und7,vidt�d prop ���t
1,he ownere theroof in payments t� be n'lade by the City of Fed�ral lA x
"City"), lessoe (th� "IQ�ae Pa�rmants" pursuant t� a ground lease wit,h �p#.ion ta
purchase the Financial Center Bu1lding (t�e "Lease") betwc3eri the City tuid Ll�e Tr�xa�tee.
The prinr�p�l com�onent af tha Series A Lease Payments c�astitutea the principal
amaunt of the Senea A Certificat��. '!'he inter�st compuueut af the �eric:� A Ireaea
Payment� constit�l,es the interest able r�vith respect to the Series A Certificatea The
princip�l oomponent oi� the SeraeB P�Y�eu� ���tutcss thQ principal ameunt of
tha Senes B Certlfi�ates. The interost compo�ne� os B Certifica �ase Payments
oonstitut�s the intc�te�t paya�Ulc� vvzt.h respect, ta
(a)
{i�}
(G)
(f`}
Fully rogistered.
fd) June 1 ax�d Deoember com�encing Decxsm}�r 1� 1982.
�g,�� Certifii�&tes ehall maturo an I�c.:c�ul'�er 1 vf each year omd
bear interest as follaws:
ID�206-��3-�022
SEP ��"92
i
il! 4 li
Gertific�teg of Partiaipation, �992 $eric:s A
{Ta�-F.xe�pt)
Maturity Dt�ta
�.f�� �41�
xsss �o,oao
1994 200�OQQ
1$9� 805,000
1996 21�,000
if?E�7 2�6,400
lrtt+�rest
3.00'ib
3.50
4.0(?
4.90
4.fiU
lV[a ty� aie
1�98 S
1988 245�000
2ao0 260>000
20�1 270,000
2002 285�004
Intcrest
4.809b
s.00
lS.20
5.S$
8.4b
Certi�cates of Participat�an� �992 �ries B (Taxable)
Maturity Date ��re$�
r AID,��
1993 1F30.004 �.2�
The Certif'icat,es are not gu6ject to redemption prior to
maturity.
P�ES70N THO�G�iMSON
(g}
(i?
IL��"?Q5-623-7�22
SEP 22�92
13�33 No.02� p.��
S�1S�i�..I�t�.�
With deCinitive C�rt;ific�tes or a te�porai'Y'C�'�'t'���� °n °r ab°ut
Augu�t 26, 1�92.
�g, ir 11:00 p.m.. August 4,1992.
S�e '�c,� Coun��.: Prest4n Thorgrimson �hidler Gates Ellis.
$17,591.5C1 ($7.55 per $100).
Net Intereat Coat; 5.09596
u