WHEREAS, by Ordinance 118745 (the "Bond Ordinance"), The City of Seattle (the "City") authorized the issuance of its Municipal Light and Power Revenue Bonds, 1997, in the aggregate principal amount of not to exceed Thirty Million Dollars ($30,000,000), to provide funds with which to pay for (i) certain additions and betterments to and extensions of the existing municipal light and power plant and system of the City in accordance with the Plan of Additions as described in the Bond Ordinance and (ii) all or part of the costs of issuing and selling the bonds; and

WHEREAS, the City has determined to issue Thirty Million Dollars ($30,000,000) of its Municipal Light and Power Revenue Bonds, 1997 (the "Bonds"); and

WHEREAS, by the Bond Ordinance the City authorized the Finance Director to conduct a public sale of the Bonds and to recommend to the City Council for its approval by resolution the interest rates and other terms of and matters relating to the Bonds consistent with the Bond Ordinance; and

WHEREAS, pursuant to the Bond Ordinance, a preliminary official statement dated November 25, 1997, for the public sale of the Bonds has been prepared, an official notice of such sale (the "Notice") has been duly published and given as required by law, bids have been received in accordance with the Notice, and the proposed sale of the Bonds to Prudential Securities Incorporated has been recommended to the City Council for its approval with the interest rates and other terms of and matters relating to the Bonds set forth in this Resolution; NOW, THEREFORE,

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEATTLE AS FOLLOWS:

Section 1. Definitions. The meanings of capitalized terms used and not otherwise defined in this resolution shall be as set forth in the Bond Ordinance.

Section 2. The Bonds. The Bonds shall be issued in the aggregate principal amount of Thirty Million Dollars ($30,000,000); shall be in the denomination of Five Thousand Dollars ($5000) or any integral multiple thereof; shall be dated December 1, 1997; shall be registered as to both principal and interest and shall bear interest from their date until the Bonds bearing such interest have been paid or their payment has been duly provided for, payable on the first day of each January and July, commencing July 1, 1998; and shall mature on July 1 of the following years and in the following amounts and shall bear interest as follows:

Maturity

Years

Principal Amount

Interest

Rates

2003

930,000

5.00%

2004

970,000

5.00

2005

1,010,000

5.00

2006

1,055,000

5.00

2007

1,105,000

5.00

2008

1,155,000

5.00

2009

1,210,000

5.00

2010

1,265,000

5.00

2011

1,330,000

5.00

2012

1,395,000

5.00

2013

1,465,000

5.00

2014

1,540,000

5.00

2015

1,620,000

5.00

2016

1,700,000

5.00

***

***

***

2018

3,675,000

5.00

***

***

***

2022

8,575,000

5.125

Section 3. Optional Redemption. Bonds maturing in the years 1998 through 2007, inclusive, shall be issued without the right or option of the City to redeem those Bonds prior to their stated maturity dates. The City reserves the right and option to redeem Bonds maturing on or after July 1, 2008, prior to their stated maturity dates, on and after July 1, 2007, as a whole or in part at any time within one or more maturities to be selected by the City, at the following times and prices (expressed as a percentage of par) plus accrued interest to the date fixed for redemption:

Redemption Periods Redemption Prices

July 1, 2007, through June 30, 2008 102%

July 1, 2008, through June 30, 2009 101%

July 1, 2009, and thereafter 100%

Section 4. Mandatory Redemption. Bonds maturing in the years 2018 and 2022 are Term Bonds and, if not redeemed under the optional redemption provisions set forth above or purchased in the open market under the provisions set forth in the Bond Ordinance, shall be called for redemption by lot (in such manner as the Bond Registrar shall determine) at par plus accrued interest on July 1 in the years and amounts as follows:

Term Bonds Maturing on July 1, 2018

Mandatory

Redemption

Years

Mandatory

Redemption

Amounts

2017

1,790,000

2018 (maturity)

1,885,000

Term Bonds Maturing on July 1, 2022

Mandatory

Redemption

Years

Mandatory

Redemption

Amounts

2019

1,980,000

2020

2,085,000

2021

2,195,000

2022 (maturity)

2,315,000

Section 5. Form of Bonds. The Bonds shall be substantially in the form attached hereto as Exhibit A and incorporated herein by this reference.

Section 6. Sale and Delivery of Bonds. The City Council finds that the sale and delivery of the Bonds to Prudential Securities Incorporated at the interest rates and under the conditions set forth in the Bond Ordinance, this resolution, the Notice of Sale attached hereto as Exhibit B, and the bid of Prudential Securities Incorporated attached hereto as Exhibit C, is in the City's best interest and therefore ratifies the award of the Bonds to Prudential Securities Incorporated. The City Council further finds and determines that in accepting such offer it has exercised due regard for the cost of operation and maintenance of the Light System and debt service requirements for obligations (other than the Bonds) payable from Gross Revenues of the Light System and that it has not obligated the City to set aside and pay into the Parity Bond Fund a greater amount of the Gross Revenues than in its judgment will be available over and above such cost of operation and maintenance and such debt service requirements.

Section 7. Preliminary Official Statement Deemed Final.

The City has prepared a preliminary official statement dated November 25, 1997 (the "Preliminary Official Statement"), in connection with the sale of the Bonds. For the sole purpose of the purchaser's compliance with Securities and Exchange Commission Rule 15c2-12, the City "deems final" that Preliminary Official Statement as of its date, except for the omission of information on offering prices, interest rates, selling compensation, delivery dates, any other terms or provisions required by the City to be specified in a competitive bid, ratings, other terms of the Bonds dependent on such matters and the identity of the purchaser. The Finance Director is hereby authorized and directed to review and approve on behalf of the City a final official statement (the "Official Statement") with respect to the Bonds substantially in the form of the Preliminary Official Statement, supplemented or amended as he, with the approval of Bond Counsel, deems necessary or appropriate.

Section 8. Undertaking to Provide Continuing Disclosure . This Section 8 constitutes the written undertaking (the "Undertaking") for the benefit of the holders of the Bonds as required by United States Securities and Exchange Commission (the "SEC") Rule 15c2-12(b)(5) (the "Rule") and pursuant to Section 21 of the Bond Ordinance. The City as an "obligated person" within the meaning of the Rule undertakes to provide or cause to be provided:

(a) to each nationally recognized municipal securities information repository designated by the SEC in accordance with the Rule (each "NRMSIR") and to a state information depository, if one is established in the state of Washington and recognized by the SEC (the "SID"), annual financial information and operating data regarding the Light System of the type included in the Official Statement for the Bonds as follows: (i) annual financial statements prepared in accordance with generally accepted accounting principles applicable to governmental units, as such principles may be changed from time to time and as permitted by state law; (ii) a statement of authorized, issued and outstanding bond debt secured by Gross Revenues of the Light System; (iii) debt service coverage ratios; (iv) sources of Light System power and the cost thereof; (v) general customer statistics, such as number and type of customer and power consumed, and revenues by customer class; and (vi) average revenue per kWh of sales for each customer class.

Annual financial information, as described above, will be provided to each NRMSIR and the SID, not later than the last day of the ninth month after the end of each fiscal year of the City, as such fiscal year may be changed as required or permitted by state law, commencing with the City's fiscal year ending December 31, 1997. The annual financial statements so provided will not be audited, except that if and when audited financial statements are otherwise prepared and available to the City they will be provided. The annual financial information may be provided in a single or multiple documents, and may be incorporated by reference from other documents, including official statements of debt issues with respect to which the City is an obligated person as defined by the Rule, which documents have been filed with each NRMSIR and the SID. If the document incorporated by reference is a "final official statement," it must be available from the Municipal Securities Rulemaking Board ("MSRB"). The City will clearly identify each such other document so incorporated by reference.

(b) to each NRMSIR or the MSRB, and to the SID, timely notice of the occurrence of any of the following events with respect to the Bonds if applicable and material, as set forth in the Rule, of which the City has knowledge: (i) principal and interest payment delinquencies; (ii) non-payment related defaults; (iii) unscheduled draws on debt service reserves reflecting financial difficulties; (iv) unscheduled draws on credit enhancements reflecting financial difficulties; (v) substitution of credit or liquidity providers, or their failure to perform; (vi) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (vii) modifications to the rights of the holders of the Bonds; (viii) Bond calls (other than scheduled mandatory redemptions of Term Bonds); (ix) defeasances; (x) release, substitution, or sale of property securing repayment of the Bonds; and (xi) rating changes.

The City will also provide to each NRMSIR or to the MSRB and to the SID timely notice of a failure by the City to provide required annual financial information on or before the date specified above.

The Undertaking may be amended without the consent of any holder of any Bond, any broker, dealer, municipal securities dealer, participating underwriter, rating agency, NRMSIR, the SID or the MSRB, under the circumstances and in the manner permitted by the Rule. The City will give notice to each NRMSIR or the MSRB, and the SID, of the substance (or provide a copy) of any amendment to the Undertaking and a brief statement of the reasons for the amendment.

If the City fails to comply with the Undertaking, the City will proceed with due diligence to cause such noncompliance to be corrected as soon as practicable after the City learns of that failure. No failure by the City or other obligated person to comply with the Undertaking shall constitute a default with respect to the Bonds. The sole remedy of any holder of a Bond will be to take such actions as that holder deems necessary and appropriate to compel the City or other obligated person to comply with the Undertaking.

Section 9. Termination of Undertaking. The City's obligations under the Undertaking shall terminate upon the legal defeasance, prior redemption or payment in full of the then outstanding Bonds. The Undertaking, or any provision thereof, will be null and void if the City (i) obtains an opinion of nationally recognized bond counsel or other counsel familiar with the federal securities laws to the effect that those portions of the Rule which require the Undertaking, or any such provision, are invalid, have been repealed retroactively or otherwise do not apply to the Bonds; and (ii) notifies and provides to the SID and either the MSRB or each then existing NRMSIR copies of such opinion.

Section 10. General Authorization. The Mayor and the Finance Director of the City 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, the Bond Ordinance and this resolution.

Section 11. Severability. The provisions of this Resolution 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 resolution 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 resolution in all other respects, and the offending provision with respect to all other persons and circumstances, shall remain valid and enforceable.

Section 12. Ratification of Prior Acts. All acts taken pursuant to the authority of this resolution but prior to its effective date are ratified, approved and confirmed.

Section 13. Section Headings. Section headings in this Resolution are used for convenience only and shall not constitute a substantive portion of this resolution.

ADOPTED by the City Council the 9th day of December, 1997, and signed by me in open session in authentication of its adoption this ______ day of ____________, 1997.

President _________ of the City Council

Filed this ________ day of _________________, 1997.

(SEAL)

City Clerk

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