6d reso
INTERMEDIATE LIEN
SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3684
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in the aggregate principal amount of not to exceed
$150,000,000, for the purpose of refunding certain outstanding
revenue bonds of the Port; setting forth certain bond terms and
covenants; and delegating authority to approve final terms and
conditions of the bonds.
ADOPTED: ___________, 2013
Prepared by:
K&L GATES LLP
PORT OF SEATTLE
Resolution No. 3684
Table of Contents*
Page
Section 1. Definitions............................................................................................................. 5
Section 2. Authorization of Series 2013 Bonds ................................................................... 10
Section 3. Bond Details........................................................................................................ 11
Section 4. Redemption and Purchase ................................................................................... 12
Section 5. Registration, Exchange and Payments ................................................................ 15
Section 6. Pledge of Available Intermediate Lien Revenues; Series 2013 Reserve
Account Deposit.................................................................................................. 21
Section 7. Defeasance .......................................................................................................... 23
Section 8 Refunding Procedures ......................................................................................... 23
Section 9. Redemption of Refunded Bonds ......................................................................... 25
Section 10. Tax Covenants .................................................................................................... 26
Section 11. Lost, Stolen, Mutilated or Destroyed Series 2013 Bonds ................................... 27
Section 12. Form of Series 2013 Bonds and Registration Certificate ................................... 27
Section 13. Execution ............................................................................................................ 30
Section 14. Designation of Refunded Bonds; Sale of Series 2013 Bonds ............................. 31
Section 15. Undertaking to Provide Ongoing Disclosure ...................................................... 35
Section 16. Bond Insurance ................................................................................................... 35
Section 17. Compliance with Parity Conditions .................................................................... 35
Section 18. Severability ......................................................................................................... 36
Section 19. Effective Date ..................................................................................................... 37
* This Table of Contents and the cover page are for convenience of reference and are not
intended to be a part of this series resolution.
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RESOLUTION NO. 3684
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in the aggregate principal amount of not to exceed
$150,000,000, for the purpose of refunding certain outstanding
revenue bonds of the Port; setting forth certain bond terms and
covenants; and delegating authority to approve final terms and
conditions of the bonds.
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3059, as amended, of the Commission adopted on February 2, 1990,
as amended by Resolution No. 3214, adopted on March 26, 1996, Resolution No. 3241, adopted
on April 8, 1997, and Resolution No. 3436, adopted on July 11, 2000 and as amended and
restated by Resolution No. 3577 of the Commission adopted on February 27, 2007 (collectively,
the "First Lien Master Resolution"), each series being payable from the Net Revenues (as such
term is defined in the First Lien Master Resolution); and
WHEREAS, the Port currently has outstanding eleven series of first lien revenue bonds
pursuant to the First Lien Master Resolution, as follows:
Authorizing Date of Original Principal Amount Final
Resolution Original Principal Outstanding Maturity
Number Issue Series Amount (10/2/2013) Dates
3430 08/10/2000 (B) $221,590,000 $ 20,485,000 02/01/2015
3509 08/20/2003 (A) 190,470,000 36,600,000 07/01/2021
3509 08/20/2003 (B) 164,900,000* 138,320,000* 07/01/2029
3528 06/30/2004 24,710,000 6,365,000 06/01/2017
3576 03/20/2007 (A) 27,880,000 27,880,000 10/01/2019
3576 03/20/2007 (B) 200,115,000 170,075,000 10/01/2032
3619 07/16/2009 (A) 20,705,000 20,705,000 05/01/2028
3619 07/16/2009 (B-1) 274,255,000 274,255,000 05/01/2036
3619 07/16/2009 (B-2) 22,000,325.95** 29,885,238.68** 05/01/2031
3653 12/13/2011 (A) 11,380,000 7,900,000 09/01/2017
3653 12/13/2011 (B) 97,190,000 93,070,000 09/01/2026
______________
* All or part of the Series 2003B Bonds may be refunded pursuant to this series resolution.
** Series 2009 B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted
interest through October 2, 2013.
(the "Outstanding First Lien Bonds"); and
WHEREAS, the Port has authorized the issuance of revenue bonds having a lien on Net
Revenues subordinate to the lien thereon of the Outstanding First Lien Parity Bonds in one or
more series pursuant to Resolution No. 3540, as amended, adopted on June 14, 2005 (the
"Intermediate Lien Master Resolution"); and
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WHEREAS, the Port currently has outstanding nine series of intermediate lien revenue
bonds pursuant to the Intermediate Lien Master Resolution, as follows:
Principal
Authorizing Date of Original Amount
Resolution Original Principal Outstanding Final
Number Issue Series Amount (10/2/2013) Maturity Dates
3541 07/20/2005 (A) $ 404,595,000 $ 345,645,000 03/01/2035
3541 06/06/2006 (C) 40,120,000 18,265,000 09/01/2017
3563 06/28/2006 124,625,000 124,625,000 02/01/2030
3637 08/04/2010 (A) 25,200,000 10,070,000 06/01/2017
3637 08/04/2010 (B) 221,315,000 221,315,000 06/01/2040
3637 08/04/2010 (C) 128,140,000 127,260,000 02/01/2024
3658 02/22/2012 (A) 342,555,000 342,555,000 08/01/2033
3658 02/22/2012 (B) 189,315,000 168,210,000 08/01/2024
3658 02/22/2012 (C) 80,270,000 78,715,000 11/01/2017
(the "Outstanding Intermediate Lien Bonds"); and
WHEREAS, the First Lien Master Resolution and the Intermediate Lien Master
Resolution permit the Port to issue its revenue bonds having a lien on Net Revenues and
Available Intermediate Lien Revenues (as such terms are defined in the Intermediate Lien
Master Resolution) subordinate to the lien thereon of the Intermediate Lien Bonds; and
WHEREAS, the Port currently has outstanding four series of subordinate lien revenue
bonds, as follows:
Principal
Authorizing Date of Original Amount Final
Resolution Original Principal Outstanding Maturity
Number Issue Series Amount (10/2/2013) Dates
3238 03/26/1997 $ 108,830,000 $108,830,000 09/01/2022
3354 09/01/1999 (A) 127,140,000 56,255,000 09/01/2020
3456 (CP) 250,000,000 06/01/2021
3598 06/17/2008 200,715,000 200,715,000 07/01/2033
(the "Outstanding Subordinate Lien Bonds"); and
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WHEREAS, the Port has issued and outstanding its Revenue Bonds, Series 2003B issued
under date of August 20, 2003, currently outstanding and bearing interest as follows:
Maturity Dates
(July 1) Principal Amounts Interest Rates
2014 $ 8,945,000 5.500%
2022 13,500,000 5.125
2023 14,195,000 5.125
2029 101,680,000 5.200
(the "Series 2003B Bonds"); and
WHEREAS, the Series 2003B Bonds maturing on and after July 1, 2014, are callable at
any time at a price equal 100% of to the principal amount thereof plus accrued interest to the date
of redemption; and
WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its
revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in
the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding
Intermediate Lien Bonds upon compliance with certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to
the chief executive officer of the Port to approve the designation of the bonds to be refunded, the
interest rates, maturity dates, redemption rights, interest payment dates, and principal amounts
under such terms and conditions as are approved by resolution; and
WHEREAS, the Port has held a public hearing on the issuance of the Series 2013 Bonds
(hereinafter defined) as required by Section 147(f) of the Internal Revenue Code, as amended;
and
WHEREAS, it is deemed necessary and desirable that the Series 2013 Bonds be sold
pursuant to negotiated sale as herein provided;
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NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unless otherwise defined herein, the terms used in this series
resolution, including the preamble hereto, that are defined in the Intermediate Lien Master
Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In
addition, the following terms shall have the following meanings in this series resolution:
Acquired Obligations mean the Government Obligations which also satisfy the MBIA
Commitment, dated as of August 14, 2003, if any, acquired by the Port pursuant to Section 8(b)
of this series resolution and the Escrow Agreement, if any, to effect the defeasance and refunding
of all or a portion of the Series 2003B Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Series 2013 Bonds (including
persons holding Series 2013 Bonds through nominees, depositories or other intermediaries).
Bond Counsel means a firm of lawyers nationally recognized and accepted as bond
counsel and so employed by the Port for any purpose under this series resolution applicable to
the use of that term.
Bond Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to
insure the Series 2013 Bonds or certain principal maturities thereof.
Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any,
delivered by the Bond Insurer at the time of issuance and delivery of Series 2013 Bonds to be
insured pursuant to the Bond Insurance Commitment.
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Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure
the Series 2013 Bonds, or certain principal maturities thereof, pursuant to the Bond Insurance
Commitment.
Bond Purchase Contract means the Bond Purchase Contract for the Series 2013 Bonds,
providing for the purchase of the Series 2013 Bonds by the Underwriters and setting forth certain
terms authorized to be approved by the Designated Port Representative as provided in Section 14
of this series resolution.
Bond Register means the registration records for the Series 2013 Bonds maintained by
the Registrar.
Chief Executive Officer means the Chief Executive Officer of the Port, or any successor
to the functions of his/her office.
Code means the Internal Revenue Code of 1986, as amended, and all applicable
regulations and rulings relating thereto.
Continuing Disclosure Undertaking means the undertaking for ongoing disclosure
executed by the Port pursuant to Section 15 of this series resolution.
Designated Port Representative, for purposes of this series resolution, means the Chief
Executive Officer of the Port, the Deputy Chief Executive Officer of the Port or the Chief
Financial and Administrative Officer of the Port (or the successor in function to such person(s))
or such other person as may be directed by resolution of the Commission.
DTC means The Depository Trust Company, New York, New York, a limited purpose
trust company organized under the laws of the State of New York, as depository for the
Series 2013 Bonds pursuant to Section 5 of this series resolution.
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Escrow Agent means the Escrow Agent for the Refunded Bonds appointed by the
Designated Port Representative pursuant to this resolution if the Designated Port Representative
determines that an escrow will be necessary or required to carry out the plan of refunding.
Escrow Agreement means the Escrow Deposit Agreement, if any, dated as of the date of
the closing and delivery of the Series 2013 Bonds between the Port and the Escrow Agent to be
executed in connection with the refunding of the Refunded Bonds.
Federal Tax Certificate means the certificate(s) of that name executed and delivered by
the Designated Port Representative at the time of issuance and delivery of the Series 2013 Bonds
that are issued on a tax-exempt basis.
First Lien Master Resolution means Resolution No. 3059, as amended, of the
Commission adopted on February 2, 1990, as amended by Resolution No. 3214, adopted on
March 26, 1996, Resolution No. 3241, adopted on April 8, 1997, and Resolution No. 3436,
adopted on July 11, 2000 and as amended and restated by Resolution No. 3577 of the
Commission adopted on February 27, 2007.
Government Obligation has the meaning given to such term in RCW Chapter 39.53, as
amended from time to time.
Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the
Commission adopted on June 14, 2005.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the Commission, any information, reports
or notices submitted to the MSRB in compliance with the Rule are to be submitted through the
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MSRB's Electronic Municipal Market Access system ("EMMA"), currently located at
www.emma.msrb.org.
Outstanding Intermediate Lien Bonds mean the Port's intermediate lien revenue bonds
identified in the recitals to this series resolution.
Refunded Bonds means those Series 2003B Bonds designated by the Chief Executive
Officer pursuant to authority delegated by Section 14 of this series resolution.
Registered Owner means the person named as the registered owner of a Series 2013
Bond in the Bond Register.
Registrar means the fiscal agency of the State of Washington, appointed by the
Designated Port Representative for the purposes of registering and authenticating the Series 2013
Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2013
Bonds. The term Registrar shall include any successor to the fiscal agency, if any, hereinafter
appointed by the Designated Port Representative.
Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
Savings Target means a dollar amount at least equal to four percent (4.00%) of the
principal amount of the Refunded Bonds.
Series 2003B Bonds mean the Port's Revenue Bonds, Series 2003B, issued under date of
August 20, 2003, outstanding and maturing as provided in the recitals to this series resolution.
Series 2013 Bonds mean the Port of Seattle Intermediate Lien Revenue Refunding
Bonds, Series 2013, authorized to be issued by Section 2 of this series resolution.
Series 2013 Reserve Account Deposit means the amount that is required to be added to
the reserve account balances in the Intermediate Lien Reserve Account to satisfy the
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Intermediate Lien Reserve Requirement and that is identified in a closing certificate or
certificates of the Port.
Subordinate Lien Bond Resolutions mean, collectively, Resolution No. 3238, as
amended, Resolution No. 3276, as amended; Resolution No. 3354, as amended; Resolution
No. 3456, as amended; Resolution No. 3544, as amended and Resolution No. 3598, as amended.
Surety Bond means the surety bond(s), if any, issued by the Surety Bond Issuer on the
date of issuance of the Series 2013 Bonds for the purpose of satisfying the Series 2013 Reserve
Account Deposit. There may be more than one Surety Bond.
Surety Bond Agreement means any Agreement(s) between the Port and the Surety Bond
Issuer with respect to the Surety Bond(s).
Surety Bond Issuer means any issuer(s) of the Surety Bond(s).
Underwriters mean, collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., Backstrom
McCarley Berry & Co., LLC and Drexel Hamilton, LLC.
Rules of Interpretation. In this series resolution, unless the context otherwise
requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this series resolution, refer to this series resolution as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before the date of this series resolution;
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singular number shall mean and include
the plural number and vice versa;
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(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations, limited liability companies and other legal entities,
including public bodies, as well as natural persons;
(d) Any headings preceding the text of the several articles and sections of this series
resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this series resolution, nor shall they
affect its meaning, construction or effect;
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof; and
(f) Whenever any consent or direction is required to be given by the Port, such
consent or direction shall be deemed given when given by the Designated Port Representative.
Section 2. Authorization of Series 2013 Bonds. The Port shall issue the Series 2013
Bonds for the purpose of refunding the Refunded Bonds, paying costs of issuance and funding a
deposit to the Intermediate Lien Reserve Account or purchase a Surety Bond therefor. The
proceeds of the Series 2013 Bonds shall be used for the purposes of providing the funds
necessary to refund all or a portion of the Refunded Bonds, make a deposit to the Intermediate
Lien Reserve Account or purchase a Surety Bond therefor; and pay all or a portion of the costs
incidental to the foregoing and to the issuance of the Series 2013 Bonds.
The aggregate principal amount of the Series 2013 Bonds to be issued under this series
resolution shall not exceed $150,000,000 and shall be determined by the Chief Executive
Officer, pursuant to the authority granted in Section 14 of this series resolution.
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Section 3. Series 2013 Bond Details.
(a) Series 2013 Bonds. The Series 2013 Bonds shall be designated as "Port of Seattle
Intermediate Lien Revenue Refunding Bonds, Series 2013," shall be registered as to both
principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, and shall be numbered separately in the manner and with any additional
designation as the Registrar deems necessary for purposes of identification, shall be dated their
date of delivery to the Underwriters and shall be in the denomination of $5,000 each or any
integral multiple of $5,000 within a maturity. The Series 2013 Bonds shall bear interest from
their date of delivery to the Underwriters until the Series 2013 Bonds bearing such interest have
been paid or their payment duly provided for, at the rates, payable on the dates, set forth in the
Bond Purchase Contract and shall mature on the dates and in the years and in the principal
amounts set forth in the Bond Purchase Contract, all as approved by the Chief Executive Officer
pursuant to Section 14.
(b) Limited Obligations. The Series 2013 Bonds shall be obligations only of the
Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account created under the
Intermediate Lien Master Resolution and shall be payable and secured as provided in the
Intermediate Lien Master Resolution and this series resolution. The Series 2013 Bonds do not
constitute an indebtedness of the Port within the meaning of the constitutional provisions and
limitations of the State of Washington.
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Section 4. Redemption and Purchase.
(a) Optional Redemption. The Series 2013 Bonds of one or more maturities may be
subject to optional redemption on the dates, at the prices and under the terms set forth in the
Bond Purchase Contract all as approved by the Chief Executive Officer pursuant to Section 14.
(b) Mandatory Redemption. The Series 2013 Bonds of one or more maturities may
be subject to mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract
all as approved by the Chief Executive Officer pursuant to Section 14.
(c) Purchase of Series 2013 Bonds for Retirement. The Port reserves the right to use
at any time any surplus Gross Revenue available after providing for the payments required by
paragraph First through Fifth of Section 2(a) of the First Lien Master Resolution, including the
payments required by paragraph First through Eleventh of the priority for use of Gross Revenue
set forth in the Intermediate Lien Master Resolution, to purchase for retirement any of the
Series 2013 Bonds offered to the Port at any price deemed reasonable to the Designated Port
Representative.
(d) Selection of Series 2013 Bonds for Redemption. If Series 2013 Bonds are called
for optional redemption, the maturities of Series 2013 Bonds to be redeemed shall be selected by
the Port. If any Series 2013 Bonds to be redeemed (optional or mandatory) then are held in
book-entry-only form, the selection of Series 2013 Bonds to be redeemed within a maturity shall
be made in accordance with the operational arrangements then in effect at DTC (or at a substitute
depository, if applicable). If the Series 2013 Bonds to be redeemed are no longer held in
book-entry-only form, the selection of such Series 2013 Bonds to be redeemed shall be made in
the following manner. If the Port redeems at any one time fewer than all of the Series 2013
Bonds having the same maturity date, the particular Series 2013 Bonds or portions of Series
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2013 Bonds and maturity to be redeemed shall be selected by lot (or in such other random
manner determined by the Registrar) in increments of $5,000. In the case of a Series 2013 Bond
and maturity of a denomination greater than $5,000, the Port and Registrar shall treat each Series
2013 Bond of the applicable maturity as representing such number of separate Series 2013 Bonds
each of the denomination of $5,000 as is obtained by dividing the actual principal amount of
such Series 2013 Bonds of the applicable maturity by $5,000. In the event that only a portion of
the principal amount of a Series 2013 Bond is redeemed, upon surrender of such Series 2013
Bond at the principal office of the Registrar there shall be issued to the Registered Owner,
without charge therefor, for the then-unredeemed balance of the principal amount thereof a
Series 2013 Bond or, at the option of the Registered Owner, a Series 2013 Bond of like maturity
and interest rate in any of the denominations herein authorized.
(e) Notice of Redemption. Written notice of any redemption of Series 2013 Bonds
prior to maturity shall be given by the Registrar on behalf of the Port by first class mail, postage
prepaid, not less than 20 days nor more than 60 days before the date fixed for redemption to the
Registered Owners of Series 2013 Bonds that are to be redeemed at their last addresses shown on
the Bond Register. This requirement shall be deemed complied with when notice is mailed to the
Registered Owners at their last addresses shown on the Bond Register, whether or not such
notice is actually received by the Registered Owners.
So long as the Series 2013 Bonds are in book-entry only form, notice of redemption shall
be given to Beneficial Owners of Series 2013 Bonds to be redeemed in accordance with the
operational arrangements then in effect at DTC (or its successor or alternate depository), and
neither the Port nor the Registrar shall be obligated or responsible to confirm that any notice of
redemption is, in fact, provided to Beneficial Owners.
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Each notice of redemption (which notice in the case of optional redemption may be
conditional) prepared and given by the Registrar to Registered Owners of Series 2013 Bonds
shall contain the following information: (1) the date fixed for redemption, (2) the redemption
price, (3) if fewer than all outstanding Series 2013 Bonds are to be redeemed, the identification
by maturity (and, in the case of partial redemption, the principal amounts) of the Series 2013
Bonds to be redeemed, (4) whether, in the case of optional redemption, the notice of redemption
is conditional and, if conditional, the conditions to redemption, (5) that (unless the notice of
optional redemption is a conditional notice, in which case the notice shall state that such
Series 2013 Bonds will become due and payable and interest shall cease to accrue from the date
fixed for redemption if and to the extent in each case funds have been provided to the Registrar
for the redemption of such Series 2013 Bonds and if any other condition is satisfied) on the date
fixed for redemption the redemption price will become due and payable upon each Series 2013
Bond or portion called for redemption, and that, unless a conditional notice of optional
redemption has been revoked, interest shall cease to accrue from the date fixed for redemption if
and to the extent that funds have been provided to the Registrar for the redemption of such
Series 2013 Bonds and if any other condition is satisfied, (6) that the Series 2013 Bonds are to be
surrendered for payment at the principal office of the Registrar, (7) the CUSIP numbers of all
Series 2013 Bonds being redeemed, (8) the dated date of the Series 2013 Bonds being redeemed,
(9) the rate of interest for each Series 2013 Bond being redeemed, (10) the date of the notice, and
(11) any other information deemed necessary by the Registrar to identify the Series 2013 Bonds
being redeemed.
Upon the payment of the redemption price of Series 2013 Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
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identifying, by issue and maturity, the Series 2013 Bonds being redeemed with the proceeds of
such check or other transfer.
(f) Effect of Redemption. Unless the Po rt has revoked a conditional notice of
optional redemption (or unless the Port provided a conditional notice of optional redemption and
the conditions for the optional redemption set forth therein are not satisfied), the Port shall
transfer to the Registrar amounts that, in addition to other money, if any, held by the Registrar
for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of the
Series 2013 Bonds to be redeemed. If and to the extent that funds have been provided to the
Registrar for the redemption of Series 2013 Bonds then from and after the date fixed for
redemption for such Series 2013 Bond or portion thereof, interest on each such Series 2013 Bond
shall cease to accrue and such Series 2013 Bond or portion thereof shall cease to be Outstanding.
(g) Amendment of Notice Provisions. The foregoing notice provisions of this section,
including but not limited to the information to be included in redemption notices and the persons
designated to receive notices, may be amended by additions, deletions and changes to maintain
compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 5. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby adopts the system of registration
approved by the Washington State Finance Committee, which utilizes the fiscal agencies of the
State of Washington, for the purposes of registering and authenticating the Series 2013 Bonds,
maintaining the Bond Register and effecting transfer of ownership of the Series 2013 Bonds
(collectively, the "Registrar"). The Registrar shall keep, or cause to be kept, at its principal
corporate trust office, sufficient records for the registration and transfer of the Series 2013 Bonds
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(the "Bond Register"), which shall be open to inspection by the Port. The Registrar may be
removed at any time at the option of the Designated Port Representative upon prior notice to the
Registrar, DTC (or its successor or alternate depository), each party entitled to receive notice
pursuant to the Continuing Disclosure Undertaking and a successor Registrar appointed by the
Designated Port Representative. No resignation or removal of the Registrar shall be effective
until a successor shall have been appointed and until the successor Registrar shall have accepted
the duties of the Registrar hereunder. The Registrar is authorized, on behalf of the Port, to
authenticate and deliver Series 2013 Bonds transferred or exchanged in accordance with the
provisions of such Series 2013 Bonds and this series resolution and to carry out all of the
Registrar's powers and duties under this series resolution. The Registrar shall be responsible for
its representations contained in the Certificate of Authentication on the Series 2013 Bonds.
(b) Registered Ownership. Except as provided in Section 5(c) or the Continuing
Disclosure Undertaking authorized pursuant to Section 15, the Port and the Registrar may deem
and treat the Registered Owner of each Series 2013 Bond as the absolute owner for all purposes,
and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of
any such Series 2013 Bond shall be made only as described in subsection (h) hereof, but the
transfer of such Series 2013 Bond may be registered as herein provided. All such payments
made as described in subsection (h) shall be valid and shall satisfy the liability of the Port upon
such Series 2013 Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Series 2013 Bonds shall initially
be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Series 2013 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered
to DTC the Letter of Representations.
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Neither the Port nor the Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Series 2013 Bonds
for the accuracy of any records maintained by DTC (or any successor or alternate depository) or
any DTC participant, the payment by DTC (or any successor or alternate depository) or any DTC
participant of any amount in respect of the principal of or interest on Series 2013 Bonds, any
notice that is permitted or required to be given to Registered Owners under this series resolution
(except such notices as shall be required to be given by the Port to the Registrar or, by the
Registrar, to DTC (or any successor or alternate depository)), the selection by DTC or by any
DTC participant of any person to receive payment in the event of a partial redemption of the
Series 2013 Bonds, or any consent given or other action taken by DTC (or any successor or
alternate depository) as the Registered Owner. So long as any Series 2013 Bonds are held in
fully immobilized form, DTC or its successor depository shall be deemed to be the owner and
Registered Owner for all purposes, and all references in this series resolution to the Registered
Owners shall mean DTC (or any successor or alternate depository) or its nominee and shall not
mean the owners of any beneficial interest in any Series 2013 Bonds. Notwithstanding the
foregoing, if a Bond Insurance Policy is issued for the Series 2013 Bonds of any maturity and so
long as the Bond Insurer is not in default under its Policy, the Bond Insurer shall be deemed to be
the owner, Registered Owner, and holder of all bonds of that maturity for the purpose of granting
consents and exercising voting rights with respect thereto and for any other purpose identified
and specified in the Bond Insurance Commitment accepted by the Port as a condition of issuance
of the Bond Insurance Policy.
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(d) Use of Depository.
(1) The Series 2013 Bonds shall be registered initially in the name of
CEDE & Co., as nominee of DTC, with a single Series 2013 Bond for each maturity having the
same interest rate in a denomination equal to the total principal amount of such maturity.
Registered ownership of such immobilized Series 2013 Bonds, or any portions thereof, may not
thereafter be transferred except (A) to any successor of DTC or its nominee, or to any other
nominee requested by an authorized representative of DTC, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(B) to any substitute depository appointed by the Port pursuant to subsection (2) below or such
substitute depository's successor or nominee; or (C) to any person as provided in subsection (4)
below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Port to discontinue the
system of book entry transfers through DTC or its successor (or any substitute depository or its
successor), the Port may appoint a substitute depository. Any such substitute depository shall be
qualified under any applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding Series 2013 Bonds, together with a
written request on behalf of the Port, issue a single new Series 2013 Bond for each maturity then
outstanding, registered in the name of such successor or substitute depository, or its nominee, all
as specified in such written request of the Port.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
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or (B) the Port determines that it is in the best interest of the Beneficial Owners of the
Series 2013 Bonds that the Series 2013 Bonds be provided in certificated form, the ownership of
such Series 2013 Bonds may then be transferred to any person or entity as herein provided, and
shall no longer be held in fully immobilized form. The Port shall deliver a written request to the
Registrar, together with a supply of definitive Series 2013 Bonds (of the appropriate maturities)
in certificated form, to issue Series 2013 Bonds in any authorized denominations. Upon receipt
by the Registrar of all then outstanding Series 2013 Bonds, together with a written request on
behalf of the Port to the Registrar, new Series 2013 Bonds shall be issued in the appropriate
denominations and registered in the names of such persons as are provided in such written
request.
(e) Registration of the Transfer of Ownership or the Exchange of Series 2013 Bonds;
Change in Denominations. The transfer of any Series 2013 Bond may be registered and any
Series 2013 Bond may be exchanged, but no transfer of any Series 2013 Bond shall be valid
unless the Series 2013 Bond is surrendered to the Registrar with the assignment form appearing
on such Series 2013 Bond duly executed by the Registered Owner or such Registered Owner's
duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the
Registrar shall cancel the surrendered Series 2013 Bond and shall authenticate and deliver,
without charge to the Registered Owner or transferee, a new Series 2013 Bond (or Series 2013
Bonds at the option of the Registered Owner) of the same date, maturity and interest rate and for
the same aggregate principal amount in any authorized denomination, as and naming as
Registered Owner the person or persons listed as the assignee on the assignment form appearing
on the surrendered Series 2013 Bond, in exchange for such surrendered and canceled Series 2013
Bond. Any Series 2013 Bond may be surrendered to the Registrar, together with the assignment
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form appearing on such Series 2013 Bond duly executed, and exchanged, without charge, for an
equal aggregate principal amount of Series 2013 Bonds of the same date, maturity and interest
rate, in any authorized denomination. The Registrar shall not be obligated to register the transfer
or exchange of any Series 2013 Bond during a period beginning at the opening of business on the
15th day of the month next preceding any interest payment date and ending at the close of
business on such interest payment date, or, in the case of any proposed redemption of the
Series 2013 Bonds, after the mailing of notice of the call for redemption of such Series 2013
Bonds.
(f) Registrar's Ownership of Series 2013 Bonds. The Registrar may become the
Registered Owner of any Series 2013 Bond with the same rights it would have if it were not the
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the rights of the Registered Owners of the Series 2013 Bonds.
(g) Registration Covenant. The Port covenants that, until all Series 2013 Bonds
issued on a tax-exempt basis have been surrendered and canceled, it will maintain a system for
recording the ownership of each Series 2013 Bond that complies with the provisions of
Section 149 of the Code.
(h) Place and Medium of Payment. The principal of, premium, if any, and interest on
the Series 2013 Bonds shall be payable in lawful money of the United States of America. For so
long as all Series 2013 Bonds are in fully immobilized form with DTC, payments of principal,
premium, if any, and interest shall be made as provided in accordance with the operational
arrangements of DTC described in the Letter of Representations. In the event that the
Series 2013 Bonds are no longer in fully immobilized form with DTC (or its successor or
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alternate depository), interest on the Series 2013 Bonds shall be paid by check mailed to the
Registered Owners at the addresses for such Registered Owners appearing on the Bond Register
on the 15th day of the month preceding the interest payment date, and principal and premium, if
any, of the Series 2013 Bonds shall be payable by check upon presentation and surrender of such
Series 2013 Bonds by the Registered Owners at the principal office of the Registrar; provided,
however, that if so requested in writing prior to the opening of business on the 15th day of the
month preceding any interest payment date by the Registered Owner of at least $1,000,000
aggregate principal amount of Series 2013 Bonds, interest on such Series 2013 Bonds will be
paid thereafter by wire transfer on the date due to an account with a bank located within the
United States.
Section 6. Pledge of Available Intermediate Lien Revenues; Series 2013 Reserve
Account Deposit. Pursuant to the Intermediate Lien Master Resolution, the Intermediate Lien
Bond Fund and the Intermediate Lien Reserve Account have been created for the purpose of
paying and securing the payment of the principal of, premium, if any, and interest on all
outstanding Intermediate Lien Parity Bonds. The Port hereby irrevocably obligates and binds
itself for as long as any Series 2013 Bonds remain Outstanding to set aside and pay into the
Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the
Revenue Fund, on or prior to the respective dates the same become due (and if such payment is
made on the due date, such payment shall be made in immediately available funds):
(1) Such amounts as are required to pay the interest scheduled to become due
on Series 2013 Bonds; and
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(2) Such amounts with respect to Series 2013 Bonds as are required (A) to
pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem
Series 2013 Bonds in accordance with any mandatory redemption provisions.
Said amounts so pledged to be paid into such special funds are hereby declared to be a
prior lien and charge upon the Gross Revenue superior to all other liens and charges of any kind
or nature whatsoever except for (i) Operating Expenses, (ii) liens and charges thereon of
Permitted Prior Lien Bonds, and (iii) liens and charges equal in rank that have or may be made
thereon to pay Net Payments due pursuant to any Parity Derivative Product and to pay and
secure the payment of the principal of, premium, if any, and interest on Outstanding Intermediate
Lien Bonds and any Intermediate Lien Parity Bonds issued in the future under authority of a
Series Resolution in accordance with the provisions of Sections 4 and 5 of the Intermediate Lien
Master Resolution.
The Series 2013 Reserve Account Deposit shall be deposited in the Intermediate Lien
Reserve Account (or shall be satisfied through the issuance of one or more Surety Bonds) on the
date of issuance of the Series 2013 Bonds. Together with existing reserve account balances in the
Intermediate Lien Reserve Account, the Series 2013 Reserve Account Deposit shall be at least
sufficient to meet the Intermediate Lien Reserve Requirement.
The Designated Port Representative may decide to utilize one or more Surety Bonds to
satisfy the Series 2013 Reserve Account Deposit; provided that each Surety Bond meets the
qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is
hereby authorized to execute and deliver one or more Surety Bond Agreements with one or more
Surety Bond Issuers to effect the delivery of the Surety Bond(s).
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Section 7. Defeasance. In the event that money and/or noncallable Government
Obligations maturing or having guaranteed redemption prices at the option of the owner at such
time or times and bearing interest to be earned thereon in amounts (together with such money, if
any) sufficient to redeem and retire part or all of the Series 2013 Bonds in accordance with their
terms, are hereafter irrevocably set aside in a special account and pledged to effect such
redemption and retirement, and, if the Series 2013 Bonds are to be redeemed prior to maturity,
irrevocable notice, or irrevocable instructions to give notice of such redemption has been
delivered to the Registrar, then no further payments need be made into the Intermediate Lien
Bond Fund or any account therein for the payment of the principal of, premium, if any, and
interest on the Series 2013 Bonds so provided for and such Series 2013 Bonds shall then cease to
be entitled to any lien, benefit or security of the Intermediate Lien Master Resolution or this
series resolution, except the right to receive the funds so set aside and pledged and such notices
of redemption, if any, and such Series 2013 Bonds shall no longer be deemed to be Outstanding
hereunder, under the Intermediate Lien Master Resolution or under any resolution authorizing
the issuance of bonds or other indebtedness of the Port.
The Port shall provide notice of defeasance of Series 2013 Bonds to Registered Owners
of Series 2013 Bonds being defeased, to the Bond Insurer, if any, and to each party entitled to
receive notice under the Continuing Disclosure Undertaking authorized pursuant to Section 15.
Section 8. Refunding Procedures.
(a) Application of Series 2013 Bond Proceeds. The net proceeds of the Series 2013
Bonds (exclusive of any amounts that may be designated by the Designated Port Representative
in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy
and/or Surety Bond premium or to satisfy a portion of the Intermediate Lien Reserve
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Requirement), together with other available funds of the Port in the amount specified by the
Designated Port Representative, shall be utilized immediately upon receipt thereof to pay and
redeem the Refunded Bonds and/or shall be paid at the direction of the Treasurer to the Escrow
Agent (if the Designated Port Representative has determined that an escrow is necessary or
desirable to effect the defeasance of all or a portion of the Refunded Bonds).
(b) Defeasance of Series 2003B Bonds. Subject to and in accordance with the
resolution authorizing the issuance of the Series 2003B Bonds, the net proceeds of the
Series 2013 Bonds so deposited shall be utilized immediately upon receipt thereof to pay and
redeem the Refunded Bonds and/or or to purchase the Government Obligations specified by the
Designated Port Representative (the "Acquired Obligations") and to maintain such necessary
beginning cash balance to defease the Refunded Bonds and to discharge the other obligations of
the Port relating thereto under the resolution authorizing their issuance, by providing for the
payment of the interest on the Refunded Bonds to the dates fixed for redemption and the
redemption price (the principal amount plus any premium required) on the dates fixed for
redemption of the Refunded Bonds. Subject to compliance with all conditions set forth in the
resolution authorizing the issuance of the Series 2003B Bonds, when the final transfers have
been made for the payment of such redemption price and interest on the Series 2003B Bonds,
any balance then remaining shall be transferred to the account designated by the Port and used
for the purposes specified by the Designated Port Representative.
(c) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such
amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of:
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(1) the interest on the Refunded Bonds as such becomes due on and before the
dates fixed for redemption of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the dates fixed for
redemption of the Refunded Bonds.
(d) Authorizing Appointment of Escrow Agent and Verification Agent. The
Commission hereby authorizes and directs the Designated Port Representative (if the Designated
Port Representative determines that an escrow would be necessary or desirable to effect the
defeasance of the Refunded Bonds) to select an Escrow Agent for the Refunded Bonds and also
to select a verification agent for the Refunded Bonds.
Section 9. Redemption of Refunded Bonds. The Commission hereby calls the
Refunded Bonds for redemption on the redemption date specified by the Designated Port
Representative in accordance with the provisions of the resolution authorizing the issuance,
redemption and retirement of the Series 2003B Bonds prior to their maturity dates.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Series 2013 Bonds.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable from
and after the closing and delivery of the Series 2013 Bonds.
If so appointed, the Escrow Agent shall be authorized and directed to provide for the
giving of irrevocable notice of the redemption of the Refunded Bonds in accordance with the
terms of resolution authorizing the issuance of the Series 2003B Bonds and as described in the
Escrow Agreement. The Treasurer is authorized and directed to provide whatever assistance is
necessary to accomplish such redemption and the giving of notice therefor. The costs of mailing
of such notice shall be an expense of the Port.
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The Port or the Escrow Agent on behalf of the Port shall be authorized and directed to
pay to the fiscal agency or agencies of the State of Washington, sums sufficient to pay, when
due, the payments specified in Section 8(c) of this series resolution. All such sums shall be paid
from the moneys and the Acquired Obligations pursuant to the previous section of this series
resolution, and the income therefrom and proceeds thereof.
If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees,
compensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when
due. If an Escrow Agent is appointed, the Designated Port Representative is authorized and
directed to execute and deliver an Escrow Agreement to the Escrow Agent when the provisions
thereof have been fixed and determined for closing and delivery of the Series 2013 Bonds. The
Escrow Agreement shall be in form and substance satisfactory to the Designated Port
Representative and the Escrow Agent, and may include a separate costs of issuance agreement
with respect to the payment of the fees and expenses of the Escrow Agent.
Section 10. Tax Covenants.
(a) General. The Port covenants that it will not take or permit to be taken on its
behalf any action that would adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Series 2013 Bonds and will take or require to be taken such
acts as may reasonably be within its ability and as may from time to time be required under
applicable law to continue the exclusion from gross income for federal income tax purposes of
the interest on the Series 2013 Bonds. The Port shall comply with its covenants set forth in the
Federal Tax Certificate.
(b) No Bank Qualification. The Series 2013 Bonds shall not be qualified tax-exempt
obligations pursuant to Section 265(b) of the Code for investment by financial institutions.
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Section 11. Lost, Stolen, Mutilated or Destroyed Series 2013 Bonds. In case any
Series 2013 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and
deliver a new Series 2013 Bond of like maturity, date, number and tenor to the Registered Owner
thereof upon the owner's paying the expenses and charges of the Port in connection therewith
and upon his/her filing with the Port evidence satisfactory to the Port that such Series 2013 Bond
was actually lost, stolen or destroyed (including the presentation of a mutilated Series 2013
Bond) and of his/her ownership thereof, and upon furnishing the Port and the Registrar with
indemnity satisfactory to both.
Section 12. Form of Series 2013 Bonds and Registration Certificate.
The Series 2013 Bonds shall be in substantially the following form:
[DTC HEADING]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
INTERMEDIATE LIEN REVENUE REFUNDING BOND
SERIES 2013
Maturity Date: ________, _____ CUSIP No. _______
Interest Rate:
Registered Owner: Cede & Co.
Principal Amount:
THE PORT OF SEATTLE, a municipal corporation organized and existing under and by
virtue of the laws of the State of Washington (the "Port"), promises to pay to the Registered
Owner identified above, or registered assigns, on the Maturity Date identified above, solely from
the special fund of the Port known as the "Port of Seattle Revenue Intermediate Lien Bond
Fund" (the "Intermediate Lien Bond Fund") created by Resolution No. 3540, as amended (the
"Intermediate Lien Master Resolution" and together with Resolution No. 3684, hereinafter
collectively referred to as the "Bond Resolution"), the Principal Amount indicated above and to
pay interest thereon from the Intermediate Lien Bond Fund from the date of initial delivery, or
the most recent date to which interest has been paid or duly provided for or until payment of this
bond at the Interest Rate set forth above, payable semiannually on the first days of each January
and July beginning on July 1, 2014. The principal of, premium, if any, and interest on this bond
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are payable in lawful money of the United States of America. Principal, premium, if any, and
interest shall be paid as provided in the Blanket Issuer Letter of Representations (the "Letter of
Representations") by the Port to The Depository Trust Company ("DTC") (or its successor or
alternate depository) or registered owner. Capitalized terms used in this bond which are not
specifically defined have the meanings given such terms in the Bond Resolution. The Treasurer
of the Port has appointed the fiscal agent for the State of Washington as the initial registrar,
authenticating and paying agent for the bonds of this series.
This bond is one of a series of bonds of the Port in the aggregate principal amount of
$__________, of like date, tenor and effect, except as to number, amount, rate of interest and
date of maturity and is issued pursuant to the Bond Resolution to refund certain outstanding Port
obligations.
The bonds of this issue maturing on and after ________ 1, ____ shall be subject to
optional redemption in advance of their scheduled maturity on and after ____________ in whole
or in part on any date at a price equal to 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption.
[The bonds of this issue maturing on _______ 1, ___ shall be redeemed by the Port on
_______ 1 of the following years in the following principal amounts at a price equal to 100% of
the principal amount thereof plus accrued interest to the date fixed for redemption:
Redemption
Dates Amounts
$
* Final Maturity]
The bonds of this series are private activity bonds. The bonds of this series are not
"qualified tax exempt obligations" eligible for investment by financial institutions within the
meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
The Port hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port does hereby pledge and bind itself to set aside and pay into the Intermediate
Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien
Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution
to be paid into and maintained in said Funds, all within the times provided by said Bond
Resolution.
The amounts pledged to be paid out of Gross Revenue into the Intermediate Lien Bond
Fund and Intermediate Lien Reserve Account are hereby declared to be a first and prior lien and
charge upon the Gross Revenue, subject to the payment of Operating Expenses of the Port and
subject further to the liens thereon of the Permitted Prior Lien Bonds and equal in rank to the lien
and charge upon such Gross Revenue of the amounts required to pay and secure the payment of
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any Net Payments due pursuant to any Parity Derivative Product, any Outstanding Intermediate
Lien Bonds and any revenue bonds of the Port hereafter issued on a parity with the Outstanding
Intermediate Lien Bonds and the bonds of this issue.
The Port has further bound itself to establish, maintain and collect rentals, tariffs, rates
and charges in the operation of all of its business for as long as any bonds of this issue are
outstanding that it will make available, for the payment of the principal thereof and interest
thereon as the same shall become due, Available Intermediate Lien Revenues in an amount equal
to or greater than the Rate Covenant defined in the Intermediate Lien Master Resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Registrar.
It is hereby certified and declared that this bond and the bonds of this issue are issued
pursuant to and in strict compliance with the Constitution and laws of the State of Washington
and resolutions of the Port and that all acts, conditions and things required to be done precedent
to and in the issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the
manual or facsimile signatures of the President and Secretary of the Port Commission, and the
corporate seal of the Port to be impressed or a facsimile thereof imprinted hereon as of the
____ day of __________, 2013.
PORT OF SEATTLE
By /s/
President, Port Commission
ATTEST:
/s/
Secretary, Port Commission
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CERTIFICATE OF AUTHENTICATION
Date of Authentication: _______________
This bond is one of the bonds described in the within mentioned Bond Resolution and is
one of the Intermediate Lien Revenue Refunding Bonds, Series 2013 of the Port of Seattle, dated
____________, 2013.
WASHINGTON STATE FISCAL AGENCY, as
Registrar
By
Authorized Signer
* * * * * * * *
In the event any Series 2013 Bonds are no longer in fully immobilized form, the form of
such Series 2013 Bonds may be modified to conform to printing requirements and the terms of
this series resolution.
Section 13. Execution. The Series 2013 Bonds shall be executed on behalf of the Port
with the manual or facsimile signature of the President of its Commission, shall be attested by
the manual or facsimile signature of the Secretary thereof and shall have the seal of the Port
impressed or a facsimile thereof imprinted thereon.
Only such Series 2013 Bonds as shall bear thereon a Certificate of Authentication in the
form hereinbefore recited, manually executed by the Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this series resolution. Such Certificate of
Authentication shall be conclusive evidence that the Series 2013 Bonds so authenticated have
been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this
series resolution.
In case either of the officers of the Port who shall have executed the Series 2013 Bonds
shall cease to be such officer or officers of the Port before the Series 2013 Bonds so signed shall
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have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2013
Bonds may nevertheless be authenticated, delivered and issued and upon such authentication,
delivery and issuance, shall be as binding upon the Port as though those who signed the same had
continued to be such officers of the Port. Any Series 2013 Bond may also be signed and attested
on behalf of the Port by such persons as at the actual date of execution of such Series 2013 Bond
shall be the proper officers of the Port although at the original date of such Series 2013 Bond any
such person shall not have been such officer.
Section 14. Designation of Refunded Bonds; Sale of Series 2013 Bonds.
(a) Designation of Refunded Bonds. As outlined in Section 2 and Section 8 of this
series resolution, the Series 2003B Bonds may be called for redemption prior to their scheduled
maturities. All or some of the Series 2003B Bonds may be refunded with the proceeds of the
Series 2013 Bonds authorized by this series resolution. The Chief Executive Officer may select
some or all of the Series 2003B Bonds and designate those Series 2003B Bonds as the
"Refunded Bonds" in the Bond Purchase Contract if and to the extent that the net present value
aggregate savings with respect to all Refunded Bonds to be realized as a result of the refunding
of the Refunded Bonds, after payment of all costs of issuance of the Series 2013 Bonds), is at
least equal to the Savings Target.
(b) Series 2012 Bond Sale. The Series 2013 Bonds shall be sold at negotiated sale to
the Underwriters pursuant to the terms of the Bond Purchase Contract. The Designated Port
Representative is hereby authorized to negotiate terms for the purchase of the Series 2013 Bonds
and to execute the Bond Purchase Contract, with such terms (including the designation of the
Series 2003B Bonds to be refunded and the Series 2013 Reserve Account Deposit) as are
approved by the Chief Executive Officer pursuant to this section and consistent with this series
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resolution and the Intermediate Lien Master Resolution. The Port Commission has been advised
by the Port's financial advisor that the most favorable market conditions may occur on a day
other than a regular meeting date of the Commission. The Commission has determined that it
would be in the best interest of the Port to delegate to the Chief Executive Officer for a limited
time the authority to approve the designation of the Series 2003B Bonds to be refunded and to
approve the final series designation, the final interest rates, maturity dates, aggregate principal
amount, principal amounts and prices of each maturity, redemption rights, and other terms and
conditions of the Series 2013 Bonds. The Chief Executive Officer is hereby authorized to
approve the designation of the Series 2003B Bonds to be refunded and to approve the final series
designations, final interest rates, maturity dates, aggregate principal amount, principal amounts
of each maturity and redemption rights for the Series 2013 Bonds in the manner provided
hereafter so long as the aggregate principal amount of the Series 2013 Bonds does not exceed the
maximum principal amount set forth in Section 2 and if and to the extent that the net present
value aggregate savings with respect to all Series 2003B Bonds to be realized as a result of the
refunding of the Refunded Bonds, after payment of all costs of issuance of allocated to the
Series 2013 Bonds, is at least equal to the Savings Target (as described in subsection (a) of this
Section 14).
In designating the Series 2003B Bonds to be refunded and determining the final series
designation, final interest rates, maturity dates, aggregate principal amount, principal maturities,
redemption rights or provisions of the Series 2013 Bonds for approval and the Series 2013
Reserve Account Deposit, the Designated Port Representative, in consultation with Port staff and
the Port's financial advisor, shall take into account those factors that, in his judgment, will result
in the lowest true interest cost on the Series 2013 Bonds to their maturity, including, but not
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limited to current financial market conditions and current interest rates for obligations
comparable in tenor and quality to the Series 2013 Bonds. Subject to the terms and conditions
set forth in this section, the Designated Port Representative is hereby authorized to execute the
final form of the Bond Purchase Contract, upon the Chief Executive Officer's approval of the
Series 2003B Bonds to be refunded, final series designation, final interest rates, maturity dates,
aggregate principal amount, principal maturities and redemption rights for the Series 2013 Bonds
set forth therein. Following the execution of the Bond Purchase Contract, the Chief Executive
Officer or Designated Port Representative shall provide a report to the Commission, describing
the final terms of the Series 2013 Bonds approved pursuant to the authority delegated in this
section. The authority granted to the Designated Port Representative and the Chief Executive
Officer by this section shall expire on May 5, 2014. If a Bond Purchase Contract for the
Series 2013 Bonds has not been executed by May 5, 2014, the authorization for the issuance of
the Series 2013 Bonds shall be rescinded, and the Series 2013 Bonds shall not be issued nor their
sale approved unless the Series 2013 Bonds shall have been re-authorized by resolution of the
Commission. The resolution reauthorizing the issuance and sale of the Series 2013 Bonds may
be in the form of a new series resolution repealing this series resolution in whole or in part (only
with respect to the Series 2013 Bonds not issued) or may be in the form of an amendatory
resolution approving a bond purchase contract or extending or establishing new terms and
conditions for the authority delegated under this section.
Upon the adoption of this series resolution, the proper officials of the Port including the
Designated Port Representative, are authorized and directed to undertake all other actions
necessary for the prompt execution and delivery of the Series 2013 Bonds to the Underwriters
thereof and further to execute all closing certificates and documents required to effect the closing
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and delivery of the Series 2013 Bonds in accordance with the terms of the Bond Purchase
Contract.
The Designated Port Representative is authorized to ratify and to approve for purposes of
the Rule, on behalf of the Port, the Official Statement (and to approve and deem final any
Preliminary Official Statement) and any supplement thereto relating to the issuance and sale of
the Series 2013 Bonds and the distribution of the Series 2013 Bonds pursuant thereto with such
changes, if any, as may be deemed by him/her to be appropriate.
The Designated Port Representative and other Port officials, agents and representatives
are hereby authorized and directed to do everything necessary for the prompt issuance, execution
and delivery of the Series 2013 Bonds to the Underwriters and for the proper application and use
of the proceeds of sale of the Series 2013 Bonds. In furtherance of the foregoing, the Designated
Port Representative is authorized to approve and enter into agreements for the payment of costs
of issuance, including Underwriters' discount, the fees and expenses specified in the Bond
Purchase Contract, including fees and expenses of Underwriters and other retained services,
including Bond Counsel, rating agencies, fiscal agency, escrow agent, verification agent,
financial advisory services, escrow structuring services and other expenses customarily incurred
in connection with issuance and sale of bonds.
The Designated Port Representative is authorized to ratify, executive, deliver and
approve for purposes of the Rule, on behalf of the Port, the Official Statement (and to approve,
deem final and deliver any Preliminary Official Statement) and any supplement thereto relating
to the issuance and sale of the Series 2013 Bonds and the distribution of the Series 2013 Bonds
pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate.
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Section 15. Undertaking to Provide Ongoing Disclosure. The Designated Port
Representative is authorized to, in his or her discretion, execute and deliver a Continuing
Disclosure Undertaking providing for an undertaking by the Port to assist the Underwriters in
complying with Rule 15c2-12 promulgated by the Securities and Exchange Commission.
Section 16. Bond Insurance. The payments of the principal of and interest on
principal maturities of the Series 2013 Bonds may be insured by the issuance of the Bond
Insurance Policy. The Designated Port Representative may solicit proposals from municipal
bond insurance companies, and the Designated Port Representative, in consultation with the
Port's financial advisor, is hereby authorized to select the proposal that is deemed to be the most
cost effective and further to execute the Bond Insurance Commitment with the Bond Insurer,
which may include such covenants and conditions as shall be approved by the Designated Port
Representative.
Section 17. Compliance with Parity Conditions. The Commission hereby finds and
determines as required by Section 5(b) of the Intermediate Lien Master Resolution, as follows:
First: The Port is not in default of its covenant under Section 5 of the
Intermediate Lien Master Resolution; and
Second: The Commission has been assured that prior to the issuance and delivery
of the Series 2013 Bonds, the Port will meet the conditions set forth in Section 5(c) of the
Intermediate Lien Master Resolution and/or will deliver either:
(A) a certificate prepared as provided in the Intermediate Lien
Master Resolution and executed by the Designated Port Representative stating that Available
Intermediate Lien Revenues as First Adjusted during the Base Period were at least equal to
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110 percent of Annual Debt Service in each year of the Certificate Period with respect to all
Intermediate Lien Parity Bonds then Outstanding and then proposed to be issued; or
(B) a Consultant's certificate, prepared as provided in the
Intermediate Lien Master Resolution and stating that projected Available Intermediate Lien
Revenues as First Adjusted will be at least equal to 110 percent of Annual Debt Service in each
year of the Certificate Period.
The limitations contained in the conditions provided in Section 5(b) of the Intermediate
Lien Master Resolution having been complied with, the payments required herein to be made out
of the Available Intermediate Lien Revenues to pay and secure the payment of the principal of,
premium, if any, and interest on the Series 2013 Bonds shall constitute a lien and charge upon
such a charge and lien upon the Available Intermediate Lien Revenues equal to the lien thereon
of Outstanding Intermediate Lien Parity Bonds.
Section 18. Severability. If any one or more of the covenants or agreements provided
in this series resolution to be performed on the part of the Port shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this series resolution and shall in no way affect the validity of the other
provisions of this series resolution or of any Intermediate Lien Parity Bonds.
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Section19. Effective Date. This series resolution shall be effective immediately upon
its adoption.
ADOPTED by the Port Commission of the Port of Seattle at a regular meeting thereof,
held this __th day of ________, 2013, and duly authenticated in open session by the signatures of
the commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
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CERTIFICATE
I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of
Seattle (the "Port"), DO HEREBY CERTIFY:
1. That the attached resolution numbered 3684 (the "Resolution"), is a true and
correct copy of a resolution of the Port, as finally adopted at a meeting of the Commission held
on the _____ day of ________, 2013, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum of the Commission was present throughout the meeting and a legally sufficient number
of members of the Commission voted in the proper manner for the adoption of said Resolution;
that all other requirements and proceedings incident to the proper adoption of said Resolution
have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of _______,
2013.
Secretary
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