AN ORDINANCE providing for the defeasance and redemption of certain of the City's outstanding Limited Tax General Obligation Improvement and Refunding Bonds, 2007; authorizing the execution of a defeasance trust agreement; authorizing the purchase of certain investments and the use of their proceeds; and appropriating amounts in the defeasance account to carry out the defeasance, and ratifying and confirming certain prior acts.

WHEREAS, pursuant to Ordinance 119155, passed by the City Council on September 21, 1998, and Resolution 29858, adopted by the City Council on October 28, 1998, The City of Seattle, Washington (the "City"), issued its $60,805,000 Limited Tax General Obligation Bonds, 1998, Series F (the "1998F Bonds"), to pay part of the cost of the City's acquisition of a public parking facility in downtown Seattle consisting of the Garage Unit of Pacific Place, a condominium (the "Pacific Place Garage"); and

WHEREAS, pursuant to Ordinance 122286, passed by the City Council on November 20, 2006, and Resolution 30980, adopted by the City Council on April 18, 2007 (collectively, the "2007 Bond Legislation"), the City issued its $95,550,000 Limited Tax General Obligation Improvement and Refunding Bonds, 2007 (the "2007 Bonds"), a portion of which was allocated to refund the thenoutstanding 1998F Bonds and thereby refinance part of the cost of the Pacific Place Garage (the "2007 Pacific Place Garage Bonds"); and

WHEREAS, pursuant to the 2007 Bond Legislation, the City reserved the right to use money available from any lawful source to pay when due the principal of and interest on all or any portion of the 2007 Bonds pursuant to a defeasance plan; and

WHEREAS, pursuant to Council Bill 117719, expected to be passed by the City Council on or about the date of this ordinance, the City has determined that it is in the best interests of the City to sell the Pacific Place Garage to Pine Street Group L.L.C. ("Pine Street Group"), and is expected to approve and authorize the execution and delivery by the Director of the Department of Finance and Administrative Services, on behalf of the City of a Purchase and Sale Agreement for Sale of Real Property (the "Purchase and Sale Agreement"), by and between the City and Pine Street Group for the sale of the Pacific Place Garage to Pine Street Group in a bona fide arm'slength transaction, which sale is expected to close on or about June 1, 2013 (the "Closing Date"); and

WHEREAS, under the terms of the Purchase and Sale Agreement, the City will receive from Pine Street Group on the Closing Date exclusively cash consideration for the sale of the Pacific Place Garage of $55,000,000 ("Disposition Proceeds"), which the City has determined, based upon appraisals prepared and provided to the City by professional real estate appraisers, to be an amount equal to the fair market value of the Pacific Place Garage; and

WHEREAS, in order to preserve the exclusion of interest on the 2007 Pacific Place Garage Bonds from gross income of the owners thereof for federal income tax purposes, the City has determined to carry out a remedial action in respect of the 2007 Pacific Place Garage Bonds, as permitted by Treasury Regulations Section 1.141-12(d), by using all of the Disposition Proceeds of the Pacific Place Garage to establish a yield-restricted defeasance escrow for as much of the outstanding principal of the 2007 Pacific Place Garage Bonds, selected as a pro rata portion of each maturity of such bonds as it is possible to defease with the amount of Disposition Proceeds received by the City (the "2007 Defeased Bonds"), and to call, pay and redeem the 2007 Defeased Bonds on October 1, 2017, which is their earliest optional redemption date and a date less than 10-1/2 years after the issue date of the 2007 Defeased Bonds; and

WHEREAS, the exact principal amounts and maturities of the 2007 Pacific Place Garage Bonds constituting the 2007 Defeased Bonds will be selected pursuant to this ordinance and more particularly described in Schedule 1 to the Defeasance Trust Agreement authorized by this ordinance; NOW, THEREFORE,

BE IT ORDAINED BY THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Definitions . As used in this ordinance, the following words shall have the meanings hereinafter set forth:

"2007 Bonds" means the City's outstanding Limited Tax General Obligation Improvement and Refunding Bonds, 2007, dated May 2, 2007.

"2007 Defeased Bonds" means those 2007 Pacific Place Garage Bonds selected in the manner described in Section 3(b) of this ordinance and described in Schedule 1 to the Defeasance Trust Agreement.

"Bond Counsel" means a lawyer or a firm of lawyers, selected by the City, of nationally recognized standing in matters pertaining to bonds issued by states and their political subdivisions.

"Bond Fund" means the City's General Bond Interest and Redemption Fund, previously created by Ordinance 112112 and established and to be used for the payment of the principal of, premium, if any, and interest on the Bonds.

"City" means The City of Seattle, Washington, a municipal corporation duly organized and existing under the laws of the State of Washington.

"City Council" means the City Council of the City, as duly and regularly constituted from time to time.

"Defeasance Plan" means:

(a) the placement with the Defeasance Trustee of money of the City, as budgeted and available in the Pacific Place Garage Sale City Fund that will be sufficient to acquire the Escrow Obligations and provide any required beginning cash balance;

(b) the payment of the principal of and interest on the 2007 Defeased Bonds when due up to and including October 1, 2017, and on October 1, 2017, the redemption of all of the remaining principal of the 2007 Defeased Bonds at a price of par; and

(c) the payment of the legal and administrative costs and expenses of carrying out the foregoing elements of the Defeasance Plan.

"Defeasance Trust Agreement" means a Defeasance Trust Agreement between the City and the Defeasance Trustee substantially in the form attached hereto as Attachment 1 and by this reference incorporated herein, with such changes as are consistent with this ordinance and are approved by the Director of Finance.

"Defeasance Trustee" means the defeasance trustee hereafter selected by the Director of Finance, and any successor thereto, as defeasance trustee under the Defeasance Trust Agreement.

"Director of Finance" means the Director of the Finance Division of the Department of Finance and Administrative Services of the City, or any other officer who succeeds to substantially all of the responsibilities of that office.

"Escrow Obligations" means United States Treasury Certificates of Indebtedness, Notes, and Bonds -State and Local Government Series, or other direct, noncallable obligations of the United States of America purchased to accomplish the defeasance of the 2007 Defeased Bonds.

"Pacific Place Garage Defeasance Subfund" means the Pacific Place Garage Defeasance Subfund to be created in the Bond Fund described in Section 2 of this ordinance.

"Pacific Place Garage Sale City Fund" means the Pacific Place Garage Sale City Fund expected to be created pursuant to Council Bill 117719.

Section 2. Pacific Place Garage Defeasance Subfund . The City Council hereby authorizes and directs the Director of Finance to create in the Bond Fund a special account designated as the "Pacific Place Garage Defeasance Subfund," which account is maintained for the sole purpose of implementing the Defeasance Plan. The City Council hereby authorizes and directs the Director of Finance to transfer to the Pacific Place Garage Defeasance Subfund the amount specified in Section 5 of this ordinance for the defeasance of the 2007 Defeased Bonds. The Director of Finance is authorized and directed to transfer, or cause to be transferred, from the Pacific Place Garage Defeasance Subfund to the Pacific Place Garage Sale City Fund any Disposition Proceeds not required to carry out the Defeasance Plan.

Section 3. Defeasance of 2007 Defeased Bonds .

(a) Appointment of Defeasance Trustee; Authorization for Defeasance Trust Agreement . The Director of Finance is hereby authorized and directed to appoint a Defeasance Trustee, negotiate appropriate financial terms for such appointment, and enter into the Defeasance Trust Agreement with the Defeasance Trustee.

(b) Selection of 2007 Defeased Bonds . The Director of Finance is authorized and directed, at the time the defeasance escrow is established and in consultation with appropriate City officials and staff, Bond Counsel and the City's financial advisors, to select the exact principal amounts and maturities of the 2007 Pacific Place Garage Bonds that will constitute the 2007 Defeased Bonds. The 2007 Defeased Bonds shall consist of the largest principal amount of the 2007 Pacific Place Garage Bonds, selected as a pro rata portion of each maturity thereof, as it is possible to defease with the Disposition Proceeds, taking into account the use of Disposition Proceeds to pay costs incidental to the establishment of the defeasance escrow and anticipated investment earnings on the Escrow Obligations acquired to carry out the Defeasance Plan. A particular description of the 2007 Defeased Bonds shall be set forth in Schedule 1 to the Defeasance Trust Agreement.

(c) Acquisition of Escrow Obligations . A sufficient amount of money on deposit in the Defeasance Account shall be transferred to the Defeasance Trustee to be used to discharge the obligations of the City relating to the 2007 Defeased Bonds under the 2007 Bond Legislation, by providing for the payment of the amounts required to be paid under the Defeasance Plan. To the extent practicable, such obligations shall be discharged fully by the Defeasance Trustee's simultaneous purchase of the Escrow Obligations, bearing such interest and maturing as to principal and interest in such amounts and at such times so as to provide, together with a beginning cash balance, if necessary, for the payment of the amount required to be paid under the Defeasance Plan. The Escrow Obligations shall be listed and more particularly described in Exhibit A attached to the Defeasance Trust Agreement. The City shall deliver to the Defeasance Trustee with the Defeasance Trust Agreement (i) a verification by a nationally recognized independent certified public accounting firm acceptable to the Defeasance Trustee confirming that the payments of principal of and interest on the Escrow Obligations, if paid when due, and any other money held by the Defeasance Trustee will be sufficient to carry out the Defeasance Plan; and (ii) an opinion of Bond Counsel to the effect that the interest on the 2007 Defeased Bonds will remain excluded from gross income for federal income tax purposes under Sections 103 and 148 of the Code.

(d) Administration of Defeasance Plan . The Defeasance Trustee is authorized and directed to purchase the Escrow Obligations and to make the payments required to be made by the Defeasance Plan from the Escrow Obligations and money deposited with the Defeasance Trustee pursuant to this ordinance. All Escrow Obligations and the money deposited with the Defeasance Trustee and any income therefrom shall be held irrevocably and applied in accordance with the provisions of the 2007 Bond Legislation, this ordinance and the Defeasance Trust Agreement. All necessary and proper fees, compensation, and expenses of the Defeasance Trustee for costs incidental to the establishment of the escrow to accomplish the defeasance of the 2007 Defeased Bonds, including verification fees, bond counsel's fees, and other related expenses, shall be paid by the City from Disposition Proceeds retained in the Pacific Place Garage Sale City Fund for that purpose.

(e) Authorization for Replacement Bonds . The City may issue replacement bonds in principal amounts reflecting the defeased and nondefeased portions of the 2007 Bonds. The replacement bonds shall be printed, executed and authenticated in the same manner as the 2007 Bonds.

Section 4. Findings and Determinations Concerning Defeasance Plan . The City Council finds and determines that it is in the best interest of the City and its taxpayers that the City carry out the Defeasance Plan and hereby ratifies and approves the Defeasance Plan.

Section 5. Appropriation for Defeasanc e . In order to carry out the Defeasance Plan, the appropriations for the following in the 2013 Budget are increased from the fund shown, as follows:

Fund	Department	Budget Control Level	Maximum Amount
Pacific Place Garage Sale City Fund	FAS	Bond Interest and Redemption	$55,000,000

Section 6. Transfer for Defeasance . To support the appropriation made in Section 5 above, the Director of Finance is authorized to transfer or cause to be transferred to the Pacific Place Garage Defeasance Subfund cash up to the amount specified in Section 5 of this ordinance.

Section 7. General Authorization . The Mayor and the Director of Finance and each of the other appropriate officers of the City are each authorized and directed to do everything as in their judgment may be necessary, appropriate, or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated by, this ordinance, including, without limitation, the preparation and timely filing with the Internal Revenue Service pursuant to Treasury Regulations Section 1.141-12(d)(3) of written notice of the establishment pursuant to this ordinance of the defeasance escrow for the 2007 Defeased Bonds.

Section 8. Severability . The provisions of this ordinance are declared to be separate and severable. If a court of competent jurisdiction, all appeals having been exhausted or all appeal periods having run, finds any provision of this ordinance to be invalid or unenforceable as to any person or circumstance, such offending provision shall, if feasible, be deemed to be modified to be within the limits of enforceability or validity. However, if the offending provision cannot be so modified, it shall be null and void with respect to the particular person or circumstance, and all other provisions of this ordinance in all other respects, and the offending provision with respect to all other persons and all other circumstances, shall remain valid and enforceable.

Section 9. Ratification of Prior Acts . Any action taken consistent with the authority of this ordinance, after its passage but prior to the effective date, is ratified, approved, and confirmed.

Section 10. Headings . The section headings in this ordinance are used for convenience only and shall not constitute a substantive portion of this ordinance.

Section 11. Effective Date . This ordinance shall take effect and be in force 30 days after its approval by the Mayor, but if not approved and returned by the Mayor within ten days after presentation, it shall take effect as provided by Municipal Code Section 1.04.020.

Passed by the City Council the ____ day of ________________________, 2013, and signed by me in open session in authentication of its passage this

_____ day of ___________________, 2013.

_________________________________

President __________of the City Council

Approved by me this ____ day of _____________________, 2013.

_________________________________

Michael McGinn, Mayor

Filed by me this ____ day of __________________________, 2013.

____________________________________

Monica Martinez Simmons, City Clerk

(Seal)

William G. Tonkin/Michael Van Dyck FAS Pacific Place Garage, LTGO 1998 E Defeasance ORD March 11, 2013 Version 3a

Attachment

Attachment 1 -Defeasance Trust Agreement

DEFEASANCE TRUST AGREEMENT

THIS DEFEASANCE TRUST AGREEMENT (the "Agreement") is made and entered into as of the __ day of __________, 2013, by and between THE CITY OF SEATTLE, WASHINGTON (the "City"), a municipal corporation, and __________ of __________, Washington (the "Defeasance Trustee").

WHEREAS, pursuant to Ordinance 119155, passed by the City Council on September 21, 1998, and Resolution 29858, adopted by the City Council on October 28, 1998, the City issued its $60,805,000 Limited Tax General Obligation Bonds, 1998, Series F (the "1998F Bonds"), to pay part of the cost of the City's acquisition of a public parking facility in downtown Seattle consisting of the Garage Unit of Pacific Place, a condominium (the "Pacific Place Garage"); and

WHEREAS, pursuant to Ordinance 122286, passed by the City council on November 20, 2006, and Resolution 30980, adopted by the City Council on April 18, 2007 (collectively, the "2007 Bond Legislation"), the City issued its $95,550,000 Limited Tax General Obligation Improvement and Refunding Bonds, 2007 (the "2007 Bonds"), a portion of which was allocated to refund the then-outstanding 1998F Bonds and thereby refinance part of the cost of the Pacific Place Garage (the "2007 Pacific Place Garage Bonds"); and

WHEREAS, by Ordinance __________, passed by the City Council on __________, 2013, the City authorized the sale of the Pacific Place Garage to Pine Street Group L.L.C. ("Pine Street Group") and approved and authorized the execution and delivery by the Director of the Department of Finance and Administrative Services, on behalf of the City, of a Purchase and Sale Agreement for Sale of Real Property dated __________, 2013 (the "Purchase and Sale Agreement"), by and between the City and Pine Street Group for the sale of the Pacific Place Garage to Pine Street Group; and

WHEREAS, under the terms of the Purchase and Sale Agreement, on the date of this Agreement the City will receive from Pine Street Group cash consideration for the sale of the Pacific Place Garage in the amount of $55,000,000 (the "Disposition Proceeds"); and

WHEREAS, in order to preserve the exclusion of interest on the 2007 Pacific Place Garage Bonds from gross income of the owners thereof for federal income tax purposes, the City has determined to carry out a remedial action in respect of the 2007 Pacific Place Garage Bonds by using all of the Disposition Proceeds to establish a yield-restricted defeasance escrow for as much of the outstanding principal of the 2007 Pacific Place Garage Bonds, selected as a pro rata portion of each maturity of such bonds as it is possible to defease with the amount of Disposition Proceeds received by the City (the "Defeased Bonds"), more particularly described in Schedule 1 hereto, and has authorized the City's Director of Finance to take such actions he deems necessary or desirable to accomplish such defeasance; and

WHEREAS, the payment of the Defeased Bonds will be accomplished pursuant to this Agreement and the Defeasance Legislation, which documents provide for and, for the purpose of the Internal Revenue Code of 1986, as amended (the "Code"), are to be considered as the Defeasance Plan, by:

(a) The delivery by the City to the Defeasance Trustee on the date of this Agreement (the "Date of Closing") of the Disposition Proceeds;

(b) The purchase by the Defeasance Trustee on the Date of Closing of the noncallable direct obligations of the United States of America listed on Exhibit A attached hereto and made a part hereof by this reference (the "Escrow Obligations"), which Escrow Obligations satisfy the requirements of the Verification described in paragraph (c); and

(c) The delivery to the City and the Defeasance Trustee of a verification (the "Verification") by a nationally recognized independent certified public accounting firm verifying the mathematical accuracy of the computations (which computations shall be attached to that report) showing

(i) the Escrow Obligations to be purchased by the Defeasance Trustee pursuant to the Bond Legislation and this Agreement, together with the specified beginning cash balance, if any, and the maturing principal of and interest on such Escrow Obligations, will provide sufficient money (assuming that all principal of and interest on the Escrow Obligations are paid on the due dates thereof and assuming no reinvestment of such maturing principal and interest) to pay interest on the Defeased Bonds when due up to and including October 1, 2017, and on October 1, 2017, the redemption of all of the remaining principal of the Defeased Bonds at a price of par; and

(ii) the yield on the Escrow Obligations is lower than the arbitrage yield on the 2007 Bonds;

(d) The receipt by the Defeasance Trustee of the maturing installments of principal of and interest on the Escrow Obligations; and

(e) The Defeasance Trustee's payment to the fiscal agent of the State of Washington of money sufficient to make the payments on the Defeased Bonds set forth herein;

and

WHEREAS, upon the deposit of cash with the Defeasance Trustee and the purchase by the Defeasance Trustee of the Escrow Obligations to carry out the Defeasance Plan under the authority of the laws of the State of Washington, the principal amount of the Defeased Bonds no longer shall be considered outstanding pursuant to the defeasance provisions of the 2007 Bond Legislation; and

WHEREAS, the City Council of the City, pursuant to the Defeasance Legislation, has duly and validly authorized the execution and delivery of this Agreement, the purchase by the Defeasance Trustee of the Escrow Obligations and the carrying out of the Defeasance Plan; and

WHEREAS, capitalized words used but not defined in this Agreement have the meanings set forth in the Defeasance Legislation;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained and for the benefit of the City, the parties hereto agree as follows:

Section 1 . Delivery of Money to Defeasance Trustee . On the Date of Closing, the City shall cause to be delivered to the Defeasance Trustee the Disposition Proceeds on deposit in the Pacific Place Garage Defeasance Subfund to establish an irrevocable defeasance escrow for the Defeased Bonds.

Section 2 . Investment and Expenditure of Money . On the Date of Closing, the Defeasance Trustee shall apply $__________ to pay on behalf of the City the purchase and/or subscription prices of the Escrow Obligations, from the sources, in the principal amounts, with the dates of maturity and bearing the interest rates or yields set forth in Exhibit A, and $__________ to establish a beginning cash balance, to carry out the Defeasance Plan. Upon receipt thereof, the Defeasance Trustee shall deliver to the City copies of the documents evidencing the purchase of and payment for the Escrow Obligations. Investments in mutual funds and unit investment trusts are prohibited.

On the Date of Closing, or as soon thereafter as final statements have been received, the Defeasance Trustee, on behalf of the City, shall pay the costs of the Defeasance as set forth in the closing memorandum for the Defeasance from the funds deposited with the Defeasance Trustee. Any remaining funds shall be transferred to the City for application in accordance with the Defeasance Legislation.

Section 3 . Sufficiency of and Yield on Escrow Obligations . Based upon the Verification, the City represents (i) that the Escrow Obligations and the maturing principal thereof and the interest thereon, if paid when due, together with the beginning cash balance, shall be sufficient to make when due the payments required by the Defeasance Plan; and (ii) that the yield on the Escrow Obligations is lower than the arbitrage yield on the 2007 Bonds. Such amounts coming due are sometimes referred to hereinafter as the "payments described in Section 3." The schedules of the sources, amounts, maturities, and interest rates or yields of the Escrow Obligations and of the Defeased Bonds that will fulfill the foregoing requirements are set forth in the Verification.

Section 4 . Collection of Proceeds of Escrow Obligations and Application of Such Proceeds and Money . The Defeasance Trustee shall present for payment and shall collect and receive on the due dates thereof the maturing installments of the principal of and the interest on the Escrow Obligations and any Substitute Obligations (defined hereinafter). The Defeasance Trustee shall make payments, but only in the amounts received pursuant to this section, in a timely manner to the Fiscal Agent of the State of Washington (the "Fiscal Agent") of the amounts to be paid on the Defeased Bonds as shown in the Verification. Those payments shall be made by check, wire transfer, or such other method of transfer of funds as shall be agreed upon by the Defeasance Trustee and the Fiscal Agent.

Section 5 . Notice of Defeasance/Notice of Redemption . The Defeasance Trustee agrees to give a notice of defeasance and a notice of redemption of the Defeased Bonds pursuant to the terms of the Defeased Bonds, and in substantially the forms attached hereto as and as described in Exhibits B and C, to the Fiscal Agent for distribution as described therein. The notice of defeasance shall be given immediately following the execution of this Agreement, and the notice of redemption shall be given in accordance with the 2007 Bond Legislation. The cost of giving the notice shall be paid by the City.

Section 6 . All Obligations and Money and Proceeds Thereof Held in Trust . The Defeasance Trustee irrevocably agrees to hold the Escrow Obligations, the Substitute Obligations, if any, the principal thereof and interest thereon, and any other money it may receive pursuant to this Agreement, in trust and separate at all times from all other funds and investments held by the Defeasance Trustee, solely for the purpose of making the payments described in Section 3. The City irrevocably conveys, transfers, and assigns to the Defeasance Trustee the Escrow Obligations, any Substitute Obligations, the principal thereof and the interest thereon, and any other money and investments deposited with the Defeasance Trustee pursuant to this Agreement, for the purpose of making such payments. The Defeasance Trustee shall not sell, transfer, assign, or hypothecate any Escrow Obligations or Substitute Obligations except pursuant to Sections 8, 13 and 14 hereof.

Section 7 . Reports and Notice of Insufficiency . The Defeasance Trustee shall submit a report to the City, at least semiannually, which report shall set forth the cash, Escrow Obligations, and any Substitute Obligations held hereunder by the Defeasance Trustee, the obligations which have matured and amounts received by the Defeasance Trustee by reason of such maturity, the interest earned on such obligations, a list of any investments made by the Defeasance Trustee in other obligations and the interest and/or principal derived therefrom, the amounts paid to the Fiscal Agent, and any other transaction of the Defeasance Trustee pertaining to its duties and obligations as set forth herein.

If the maturing principal of and interest on the Escrow Obligations, any Substitute Obligations, and other money held by the Defeasance Trustee pursuant to this Agreement shall be insufficient or shall be projected to become insufficient at any time in the future to make the payments described in Section 3, the Defeasance Trustee shall give the City prompt notice of such insufficiency or project insufficiency.

Section 8 . Substitution of Different Obligations or Other Investments . The City reserves the right to substitute from time to time for Escrow Obligations initially purchased in accordance with Section 2 hereof, or for obligations purchased under this section, other noncallable, nonprepayable direct obligations of the United States of America and/or obligations unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest authorized to be acquired with the Defeasance Funds (the "Substitute Obligations"). Prior to effecting any such substitution, the City shall have obtained at its expense and delivered to the Defeasance Trustee:

(a) A verification by a nationally recognized independent certified public accounting firm acceptable to the Defeasance Trustee confirming that the maturing principal of and interest on the Substitute Obligations and any remaining Escrow Obligations to be held by the Defeasance Trustee in the defeasance escrow, if paid when due and assuming no reinvestment thereof, together with any other cash then held by the Defeasance Trustee, will be sufficient to carry out the Defeasance Plan and make all remaining payments described in Section 3; and

(b) An opinion from Foster Pepper PLLC, bond counsel to the City, its successor or other nationally recognized bond counsel to the City ("Bond Counsel"), that the disposition and substitution or purchase of such securities, under the statutes, rules, and regulations then in force and applicable to the Defeased Bonds, will not cause the interest on the Defeased Bonds to be included in gross income for federal income tax purposes and that such disposition and substitution or purchase is in compliance with the statutes and regulations applicable to the Defeased Bonds.

If the verification delivered to the Defeasance Trustee pursuant to Section 8(a) shows that surplus money not needed to make the payments described in Section 3 will result from the sale, transfer, or other disposition of Escrow Obligations and the substitution of Substitute Obligations therefor, that surplus money at the written request of the City shall be released from the trust estate and shall be transferred to the City to be used for any lawful City purpose, subject to any restrictions stated in the opinion of bond counsel required by Section 8(b).

Section 9 . Amendments to Agreement . The Defeasance Trustee and the City recognize that the owners of the Defeased Bonds from time to time have a beneficial interest in the Escrow Obligations, the Substitute Obligations, and money to be held by the Defeasance Trustee as herein provided. Therefore, this Agreement is irrevocable and shall not be subject to amendment except for the purpose of clarifying any ambiguity herein, increasing the protection of the rights of the owners of the Defeased Bonds, or preserving the exclusion of the interest on the Defeased Bonds from gross income for federal income tax purposes, and only if such amendment is accompanied by an opinion addressed to the City and the Defeasance Trustee from Bond Counsel, to the effect that such change is necessary for one of the above reasons and does not detrimentally affect the owners of the outstanding Defeased Bonds or that it strengthens the protection of the owners of the Defeased Bonds and does not detrimentally affect the owners of the Defeased Bonds. If such amendment affects the amount of money and investments in the escrow account or the application thereof, prior to the amendment's taking effect there also shall be a verification by a nationally recognized independent certified public accounting firm satisfactory to the Defeasance Trustee to the effect that after such amendment the Escrow Obligations, Substitute Obligations, and other money in the escrow account will be sufficient to make the payments described in Section 3. A copy of such verification shall be delivered to the Defeasance Trustee.

Section 10 . Limitation of Liability of Defeasance Trustee . None of the provisions contained in this Agreement shall require the Defeasance Trustee to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Defeasance Trustee shall be under no liability for the payment of interest on any funds or other property received by it hereunder except to the extent the Defeasance Trustee is required by the express terms of this Agreement to invest such funds.

The Defeasance Trustee's liabilities and obligations in connection with this Agreement are confined to those specifically described herein. The Defeasance Trustee is authorized and directed to comply with the provisions of this Agreement and is relieved from all liability for so doing notwithstanding any demand or notice to the contrary by any party hereto. The Defeasance Trustee shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the Escrow Obligations or the Substitute Obligations deposited with it; the performance or compliance by any party other than the Defeasance Trustee with the terms or conditions of any such instruments; or any loss which may occur by reason of forgeries, false representations, or the exercise of the Defeasance Trustee's discretion in any particular manner unless such exercise is negligent or constitutes willful misconduct.

If any controversy arises between the City and any third person, the Defeasance Trustee shall not be required to determine the same or to take any action in the premises, but it may institute, in its discretion, an interpleader or other proceedings in connection therewith as it may deem proper, and in following either course, it shall not be liable.

Section 11 . City Deposit of Additional Money . The City agrees that it will deposit with the Defeasance Trustee in time to make the then-current scheduled debt service payment the additional money specified in the Defeasance Trustee's notice of insufficiency given pursuant to Section 8 hereof.

Section 12 . Remittance of Funds When Defeased Bonds Paid in Full . At such time as the Defeasance Trustee has received the representation of the City that all of the payments described in Section 3 have been made and the confirmation of such representation by the Fiscal Agent, together with such other evidence of such payments as shall be satisfactory to the City and the Defeasance Trustee, the Defeasance Trustee shall deliver forthwith or remit to the City any remaining Escrow Obligations, Substitute Obligations, and money held pursuant to this Agreement.

Section 13 . Compensation of Defeasance Trustee . The payment arrangement heretofore made between the Defeasance Trustee and the City on compensation and expenses of the Defeasance Trustee for services rendered by it pursuant to the provisions of this Agreement is satisfactory to it and to the City, and no further payment to the Defeasance Trustee shall be required for such purpose. Such arrangement for compensation and expenses is intended as compensation for the ordinary services as contemplated by this Agreement, and if the Defeasance Trustee renders any service hereunder not provided for in this Agreement, or the Defeasance Trustee is made a party to or intervenes in any litigation pertaining to this Agreement or institutes interpleader proceedings relative hereto, the Defeasance Trustee shall be compensated reasonably by the City for such extraordinary services and reimbursed for all fees, costs, liability, and expenses (including reasonable attorneys' fees) occasioned thereby. The Defeasance Trustee shall not have a lien against or otherwise be compensated for its services and expenses from the money, Escrow Obligations, and Substitute Obligations held pursuant to this Agreement to make the payments described in Section 3.

Section 14 . Successor Defeasance Trustee . The obligations assumed by the Defeasance Trustee pursuant to this Agreement may be transferred by the Defeasance Trustee to a successor if (a) the Defeasance Trustee has presented evidence satisfactory to the City and to Bond Counsel that the successor trustee meets the requirements of RCW 39.53.070, as now in effect or hereafter amended; (b) the City approves the appointment of the successor trustee; (c) the successor trustee has assumed all of the obligations of the Defeasance Trustee under this Agreement and has been compensated; and (d) all of the Escrow Obligations, Substitute Obligations, and money then held by the Defeasance Trustee pursuant to this Agreement have been duly transferred to such successor trustee.

Notwithstanding anything to the contrary contained in this Agreement, any company into which the Defeasance Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion, or consolidation to which the Defeasance Trustee is a party, or any company to which the Defeasance Trustee may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Defeasance Trustee without execution or filing of any paper or further act, if such company is eligible to serve as Defeasance Trustee under RCW 39.53.070.

Section 15 . Miscellaneous . This Agreement is governed by Washington law without regard to the conflict of laws provisions thereof and may not be modified except by a writing signed by the parties and subject to the limitations of Section 9. If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 16 . Notice to Rating Agencies . The Defeasance Trustee shall notify all national rating agencies maintaining (at the request of the City) a rating on the Defeased Bonds, in writing upon timely receipt of notice or evidence of either of the following circumstances:

(a) Prior to their taking effect, any amendments to this Agreement under Section 9, enclosing the proposed amendatory documents; and

(b) The holding (referred to in Section 15) that one or more provisions of this Agreement are invalid, illegal, or unenforceable in any respect, enclosing a copy of that holding.

Such notices shall be sent to the applicable rating agencies by first class mail to the addresses advised by those rating agencies.

Section 17 . Counterparts . This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement pursuant to due and proper authorization, all as of the date and year first above written.

THE CITY OF SEATTLE, WASHINGTON	__________, as Defeasance Trustee
By	By
	Title:

SCHEDULE 1

2007 DEFEASED BONDS

Maturity Year	Par Amount	Interest
(October1)	2007 Defeased Bonds	Rate
2014		5.00%
2015		5.00
2016		5.00
2017		5.00
2018		5.00
2019		5.00
2020		5.00
2021		5.00
2022		5.00
2023		5.00
2024		5.00
2025		5.00
2026		5.00
2027		5.00
2028		5.00

* Represents a portion of the principal due on each maturity date of the City's Limited Tax General Obligation Improvement and Refunding Bonds, 2007.

[USE THIS SCHEDULE FOR OPEN MARKET ESCROW]

EXHIBIT A

THE CITY OF SEATTLE, WASHINGTON

__________

ESCROW OBLIGATIONS

MATURITY PAR INTEREST PURCHASE

TYPE* DATE AMOUNT RATE PRICE

*#[insert description of abbreviation of type of security]#

[USE THIS SCHEDULE FOR SLGS ESCROW]

EXHIBIT A

THE CITY OF SEATTLE, WASHINGTON

__________

ESCROW OBLIGATIONS

TYPE*	MATURITY DATE	PAR AMOUNT	INTEREST RATE

*CERT United States Treasury Certificate of Indebtedness--State and Local Government Series

NOTE United States Treasury Note--State and Local Government Series

EXHIBIT B

Notice of Defeasance*

The City of Seattle, Washington

Limited Tax General Obligation Improvement and Refunding Bonds, 2007

NOTICE IS HEREBY GIVEN to the owners of the above-captioned bonds with respect to which, pursuant to the Defeasance Trust Agreement dated as of ____________, 2013, by and between The City of Seattle, Washington (the "City"), and __________ (the "Defeasance Trustee"), there has been deposited into an escrow account, held by the Defeasance Trustee, cash and non-callable direct obligations of the United States of America, the principal of and interest on which, when due, will provide money to pay each year, to and including the respective maturity or redemption dates of such bonds so provided for, the principal thereof and interest thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemed to be no longer outstanding pursuant to Section 16 of Ordinance 122286 of the City relating to the Defeased Bonds, but will be paid by application of the assets in such escrow account.

The Defeased Bonds are described as follows:

The City of Seattle, Washington

Limited Tax General Obligation Improvement and Refunding Bonds, 2007

(Dated May 2, 2007)

Maturity Date (October 1)	Current CUSIP Nos.	Interest Rate	Par Amount Defeased	Call Date for Defeased Bonds	Defeased Bonds CUSIP Nos.	Amount Undefeased	Non-Defeased CUSIP Nos.
2014	812626UD9	5.00%	$_______	10/1/2017		$_______
2015	812626UE7	5.00		10/1/2017
2016	812626UF4	5.00		10/1/2017
2017	812626UG2	5.00		10/1/2017
2018	812626UH0	5.00		10/1/2017
2019	812626UJ6	5.00		10/1/2017
2020	812626UK3	5.00		10/1/2017
2021	812626UL1	5.00		10/1/2017
2022	812626UM9	5.00		10/1/2017
2023	812626UN7	5.00		10/1/2017
2024	812626UP2	5.00		10/1/2017
2025	812626UQ0	5.00		10/1/2017
2026	812626UR8	5.00		10/1/2017
2027	812626US6	5.00		10/1/2017
2028	812626UT4	5.00		10/1/2017

__________, as Defeasance Trustee

Dated:

EXHIBIT C

Notice of Redemption*

The City of Seattle, Washington

Limited Tax General Obligation Improvement and Refunding Bonds, 2007

NOTICE IS HEREBY GIVEN that The City of Seattle, Washington, has called for redemption on October 1, 2017, all of its then-outstanding Limited Tax General Obligation Improvement and Refunding Bonds, 2007 (the "Bonds").

The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus accrued interest to October 1, 2017. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of:

[By Mail or in Person] The Bank of New York Mellon Worldwide Securities Processing 2001 Bryan Street, 9th Floor Dallas, TX 75201

-or-

[In Person Only] Any branch of Wells Fargo Bank, National Association in the State of Washington

Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on October 1, 2017.

The following Bonds are being redeemed:

Maturity Date (October 1)	Current CUSIP Nos.	Interest Rate	Par Amount Defeased	Defeased Bonds CUSIP Nos.	Amount Undefeased	Non-Defeased CUSIP Nos.
2018	812626UH0	5.00	$_______		$_______
2019	812626UJ6	5.00
2020	812626UK3	5.00
2021	812626UL1	5.00
2022	812626UM9	5.00
2023	812626UN7	5.00
2024	812626UP2	5.00
2025	812626UQ0	5.00
2026	812626UR8	5.00
2027	812626US6	5.00
2028	812626UT4	5.00

By Order of The City of Seattle, Washington

The Bank of New York Mellon, as Paying Agent

Dated:

Under Section 3406(a)(1) of the Internal Revenue Code the Registrar may be obligated to withhold a percentage of the principal of a holder who has failed to furnish the Registrar with a valid taxpayer identification number and a certification that the owner is not subject to backup withholding. Owners who wish to avoid the application of these provisions should submit a completed IRS Form W-9 when presenting their certificates for payment.

* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds. In addition, notice shall be mailed within the same period, postage prepaid, to Moody's Investors Service, Inc., and Standard & Poor's at their offices in New York, New York; J.P. Morgan Securities Inc. at its principal office in New York, New York; The Depository Trust Company of New York, New York, and the Municipal Securities Rulemaking Board. * This notice shall be given not less than 30 nor more than 60 days prior to October 1, 2017, by first class mail, postage prepaid, to each registered owner of the redeemed bonds. In addition, notice shall be mailed within the same period, postage prepaid, to Moody's Investors Service, Inc., and Standard & Poor's at their offices in New York, New York; J.P. Morgan Securities Inc. at its principal office in New York, New York; The Depository Trust Company of New York, New York, and the Municipal Securities Rulemaking Board.

-551279630.2 William G. Tonkin/Michael Van Dyck FAS, Pacific Place Garage LTGO 1998 E Defeasance ORD Attachment 1 March 11, 2013 Version 3a

51279630.2 FAS Pacific Place Garage LTGO 1998 E Defeasesance ORD Attachment 1 51279630.2 51279630.2