6e Resolution No. 3735, signed
INTERMEDIATE LIEN
SERIES RESOLUTION
PORT OF SEATTLE
RESOLUTION NO. 3735
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue and
refunding bonds in one or more series in the aggregate principal
amount of not to exceed $800,000,000, for the purpose of
financing or refinancing capital improvements to aviation facilities
and 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 and the
sale of the bonds.
ADOPTED: July \ .2017
Prepared by:
K&L GATES LLP
PORT OF SEATTLE
Resolution No. 3735
Table of Contents
Page
Section 1. DEFINITIONS..vevvvreereeiereiieriie entice nies eerste seresrne sense seine asesns sarees ba ess ba esas esses saseesns 5
Section 2. Plan of Finance; Authorization of Series 2017 Bonds.........ccecevvvuvinniiniinncnnnenn 11
Section 3. Series 2017 Bond Details........cccceevvuirerreriieeniiieeiiieeceeciicniceiiecece 12
Section 4. Redemption and Purchase.........c..ccoeveveriiniciiniiiiiniiiiiiineeicceeeccnccence, 13
Section 5. Registration, Exchange and Payments...........c.ccccoocvvnninniininniininniiinnen, 17
Section 6. Pledge of Available Intermediate Lien Revenues; Series 2017 Reserve
ACCOUNE DEPOSIL «cee eer 22
Section 7. Designation of Refunded Bonds; Sale of Series 2017 Bonds...........c.cccene.e. 24
Section 8. Application of Series 2017 Bond Proceeds ............cocveivirveniniinnriienrenninrennenene 27
Section 9. Redemption of Refunded Bonds..........coooviiiiniiiiniinniiiiiiiieiecieciicienencnns 30
Section 10. TaX COVENANLS .......cocueerriurecrenieeieeiieeeirtererenerteeireesearssenatesssbasessssesessesenseene 31
Section 11. Lost, Stolen, Mutilated or Destroyed Series 2017 Bonds.........c.cccovvvreinninnnnnnns 32
Section 12. Form of Series 2017 Bonds and Registration Certificate ............cccceevuvenerrnenn. 32
NY=Tols (0)J 0GTRIN25(Tox113(0) 1OOOOUSPS 35
Section 14. DEfEASANCE ......cocvervirrereriereirereieeeieereneereesetesstsesasbesatesare snnsssrassere saneeasenas 36
Section 15. Undertaking to Provide Ongoing Disclosure...........ccccoveviiniiniiininiiniinnennnnne 37
Section 16. Bond INSUTANCE ......cceeeierrueeeiieeiieerieeieestercieesettee entreesesassoneseinessnessasesans 37
Section 17. Compliance with Parity Conditions...........cccecuvvueirieiiiinieniniiniiniceieeeieeens 37
Section 18. SeVErability.......ccoovevvrierieriiiiiiiieitieeecrecrcecn 38
Section 19. Effective Date ........ccoeeiiuiieiiiiiiiiiiiireeieeeiceiteereececenceesatesree nea 38
Exhibit A Refunding Candidates
Exhibit B Projects
"
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. 3735
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue and
refunding bonds in one or more series in the aggregate principal
amount of not to exceed $800,000,000, for the purpose of
financing or refinancing capital improvements to aviation facilities
and 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 and the
sale 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 nine 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 (07/02/2017) Date
3509 08/20/2003 (A) $ 190,470,000 $ 36,600,000 07/01/2021
3619 07/16/2009 (A) 20,705,000" 20,705,000" 05/01/2028
3619 07/16/2009 (B-1) 274,255,000" 268,160,000" 05/01/2036
3619 07/16/2009 (B-2) 22,000,326® 39,248,676% 05/01/2031
3653 12/13/2011 (A) 11,380,000 2,110,000 09/01/2017
3653 12/13/2011 (B) 97,190,000 83,680,000 09/01/2026
3721 08/02/2016 (A) 19,565,000 19,565,000 10/01/2019
3721 08/02/2016 (B) 124,380,000 124,380,000 10/01/2032
3721 08/02/2016 (C) 6,180,000 6,180,000 10/01/2032
MD All or part of the Series 2009A Bonds and Series 2009B-1 Bonds may be refunded pursuant to this series
resolution.
@
Series 2009B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted
interest through July 2, 2017.
(the “Outstanding First Lien Bonds”); and
WHEREAS, the Port has authorized the issuance of intermediate lien 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
WHEREAS, the Port currently has outstanding ten 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 (07/02/2017) Maturity Dates
3637 08/04/2010 (B) $ 221,315,000 $ 206,200,000 06/01/2040
3637 08/04/2010 © 128,140,000 103,135,000 02/01/2024
3658 03/14/2012 (A) 342,555,000 323,415,000 08/01/2033
3658 03/14/2012 (B) 189,315,000 125,435,000 08/01/2024
3658 03/14/2012 ©) 80,270,000 7,050,000 11/01/2017
3684 12/17/2013 139,105,000 127,155,000 07/01/2029
3709 08/06/2015 (A) 72,010,000 72,010,000 04/01/2040
3709 08/06/2015 B) 284,440,000 255,190,000 03/01/2035
3709 08/06/2015 ©) 226,275,000 222,500,000 04/01/2040
3722 08/02/2016 99,095,000 99,095,000 02/01/2030
(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 Outstanding Intermediate Lien Bonds;
and
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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 (07/02/2017) Dates
3238 03/26/1997 $ 108,830,000 $ 64,940,000 09/01/2022
3354 09/01/1999 (A) 127,140,000 53,175,000 09/01/2020
3456 (CP) 250,000,000 29,655,000 06/01/2021
3598 06/17/2008 200,715,000 184,495,000 07/01/2033
(the “Outstanding Subordinate Lien Bonds”); and
WHEREAS, the Port has issued its Revenue Bonds, Series 2009A issued on July 16,
2009 currently outstanding and bearing interest as follows:
Maturity Dates Principal Interest
(May 1) Amounts Rates
2027 $ 10,080,000 5.25%
2028 10,625,000 5.25
(the “Series 2009A Bonds”); and
WHEREAS, all of the outstanding Series 2009A Bonds are subject to optional
redemption on and after May 1, 2019 at a price equal 100% of the principal amount thereof plus
accrued interest to the date fixed for redemption; and
WHEREAS, the Port has issued its Revenue Bonds, Series 2009B-1 issued on July 16,
2009 currently outstanding and bearing interest as follows:
Maturity Dates Principal Interest
(May 1) Amounts Rates
2019" $ 12,710,000 5.74%
2036" 255,450,000 7.00
*Term Bonds
(the “Series 2009B-1 Bonds”); and
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WHEREAS, the Series 2009B-1 Bonds maturing after May 1, 2019, are subject to
optional redemption on and after May 1, 2019, at a price equal 100% of the principal amount
thereof plus accrued interest to the date fixed for redemption; and
WHEREAS, the Port has determined that the Series 2009A Bonds and the
Series 2009B-1 Bonds described on Exhibit A attached hereto (together, the “Refunding
Candidates”) may be defeased and/or refunded, thereby saving on debt service, through the
issuance of the Series 2017 Bonds; and
WHEREAS, the Port wishes to finance certain capital improvements to aviation facilities
(hereinafter defined as the “Projects”) through the issuance of the Series 2017 Bonds; 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 defeased
and/or refunded, the interest rates, maturity dates, redemption rights, interest payment dates, and
principal maturities under such terms and conditions as are approved by resolution; and
WHEREAS, the Port has held a public hearing on the issuance of certain Series 2017
Bonds (as 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 2017 Bonds be sold
pursuant to one or more negotiated sale(s) 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 noncallable Government Obligations acquired by the
Port pursuant to Section 8(c) of this series resolution and the Escrow Agreement, if any, to effect
the defeasance and refunding of all or a portion of the Refunded Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Series 2017 Bonds (including
persons holding Series 2017 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 one or more series, or certain principal maturities thereof, all or a portion of the
Series 2017 Bonds.
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 2017 Bonds to be
insured pursuant to the Bond Insurance Commitment.
Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure
one or more series, or certain principal maturities thereof, of the Series 2017 Bonds, pursuant to
the Bond Insurance Commitment.
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Bond Purchase Contract means each of the Bond Purchase Contract(s) for the
Series 2017 Bonds of one or more series, providing for the purchase of the Series 2017 Bonds of
such series by the Underwriters and setting forth certain terms authorized to be approved by the
Designated Port Representative as provided in Section 7 of this series resolution.
Bond Register means the registration books maintained by the Registrar containing the
name and mailing address of the owner of each Series 2017 Bond or nominee of such owner and
the principal amount and number of Series 2017 Bonds held by each owner or nominee.
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.
Costs ofIssuance Agreement means the Costs of Issuance Agreement(s), if any, dated as
of the date of the closing and delivery of the Refunding Bonds between the Port and the Escrow
Agent to be executed in connection with paying the costs of issuance of the Refunding Bonds.
Designated Port Representative, for purposes of this series resolution, means the Chief
Executive Officer of the Port or the Chief Financial 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 2017 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 series 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 Refunding Bonds between the Port and the Escrow Agent to be
executed in connection with the defeasance and/or refunding of some or all 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 2017 Bonds
of a series that are issued on a federally 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 ofRepresentations 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 United States Securities and
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Exchange Commission, any information, reports or notices submitted to the MSRB in
compliance with the Rule are to be submitted through the MSRB’s Electronic Municipal Market
Access system, currently located at www.emma.msrb.org.
Outstanding Intermediate Lien Bonds mean the Port’s outstanding intermediate lien
revenue bonds identified in the recitals to this series resolution.
Project Bonds mean the Series 2017 Bonds issued for the purpose of funding all or part
of the Projects, capitalizing interest, funding the Series 2017 Reserve Account Deposit and
paying all or a portion of allocable costs of issuance.
Projects mean the capital projects listed in Exhibit B hereto.
Record Date means the close of business on the 15th day prior to each day on which a
payment of interest on the Series 2017 Bonds is due and payable.
Refunded Bonds mean the Refunding Candidates that are designated by the Chief
Executive Officer pursuant to authority delegated by Sections 2 and 7 of this series resolution.
Refunding Bonds means the Series 2017 Bonds issued for the purpose of defeasing
and/or refunding the Refunded Bonds.
Refunding Candidates mean the outstanding revenue bonds of the Port as described on
Exhibit A.
Registered Owner means the person named as the registered owner of a Series 2017
Bond in the Bond Register.
Registrar means the fiscal agent of the State of Washington, appointed by the Designated
Port Representative for the purposes of registering and authenticating the Series 2017 Bonds,
maintaining the Bond Register and effecting transfer of ownership of the Series 2017 Bonds.
The term Registrar shall include any successor to the fiscal agent, if any, hereinafter appointed
by the Designated Port Representative.
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Rule means Rule 15¢2-12(b)(S) 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 of debt service savings at least equal to five
percent (5.00%) of the principal amount of the Refunded Bonds.
Series 2009A Bonds mean the Port’s Revenue Bonds, Series 2009A, issued on July 16,
2009, outstanding and maturing as described in the recitals to this series resolution.
Series 2009B-1 Bonds mean the Port’s Revenue Bonds, Series 2009B-1, issued on
July 16, 2009, outstanding and maturing as described in the recitals to this series resolution.
Series 2017 Bonds mean the Port of Seattle Intermediate Lien Revenue and Refunding
Bonds, Series 2017, authorized to be issued by Section 2 of this series resolution with
appropriate description and series designations as provided for by the Designated Port
Representative.
Series 2017 Reserve Account Deposit means the amount, if any, that is required to be
added to the reserve account balances in the Intermediate Lien Reserve Account to satisfy the
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. 3354, as amended; Resolution No. 3456, 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 2017 Bonds for the purpose of satisfying the Series 2017 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).
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Surety Bond Issuer means any issuer(s) of the Surety Bond(s).
Underwriters mean, collectively, Citigroup Global Markets Inc.; Morgan Stanley &
Co. LLC; Barclays Capital Inc.; Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC;
Merrill Lynch, Pierce, Fenner & Smith Incorporated; Academy Securities, Inc.; Backstrom
McCarley Berry & Co., LLC; and Williams Capital Group, Inc.
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;
(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,”2 &é“sections” and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof; and
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(f) Except as explicitly provided herein, 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. Plan of Finance; Authorization of Series 2017 Bonds.
(a) Plan of Finance. The Port intends to undertake improvements to its airport
facilities at the locations described on Exhibit B (the “Projects”) attached hereto and
incorporated by this reference herein. A portion of the costs of the Projects are expected to be
paid, refinanced or reimbursed with the proceeds of the Project Bonds.
The Refunding Candidates may be defeased or are callable in whole or in part prior to
their scheduled maturities and may be selected for defeasance and/or refunding depending on
market conditions. The final selection of the Refunding Candidates to be designated as
Refunded Bonds and to be defeased and/or refunded by the Refunding Bonds shall be made by
the Chief Executive Officer pursuant to the authority granted in Section 7 of this series
resolution.
(b) Authorization of Series 2017 Bonds. The Port shall issue bonds in one or more
series (the “Series 2017 Bonds”) consisting of the Project Bonds and the Refunding Bonds, if
any. The proceeds of the Project Bonds shall be used for the purpose of providing part of the
funds necessary to (i) pay (or pay subordinate lien commercial paper notes issued to pay) or to
reimburse the Port for all or a portion of the costs of the Projects; (ii) at the option of the
Designated Port Representative, capitalize interest on all or a portion of the Project Bonds;
(iii) make a Series 2017 Reserve Account Deposit or purchase a Surety Bond therefor; and
(iv) pay all or a portion of the costs incidental to the foregoing and to the issuance of the Project
Bonds. The proceeds of the Refunding Bonds, if any, shall be used for the purpose of providing
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the funds necessary to (i) defease and/or refund the Refunded Bonds; and (ii) pay all or a portion
of the costs incidental to the foregoing and to the issuance of the Refunding Bonds.
(©) Maximum Principal Amount. The aggregate principal amount of the Series 2017
Bonds to be issued under this series resolution shall not exceed $800,000,000. The aggregate
principal amount of Project Bonds and the aggregate principal amount of Refunding Bonds shall
be determined by the Chief Executive Officer, pursuant to the authority granted in Section 7 of
this series resolution.
Section 3. Series 2017 Bond Details.
(a) Series 2017 Bonds. The Series 2017 Bonds shall be issued in one or more series,
shall be designated as “Port of Seattle Intermediate Lien Revenue and Refunding Bonds,
Series 2017,” with such description and additional designations for each series for identification
purposes as may be approved by the Designated Port Representative, shall be registered as to
both principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, 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 series and maturity. The Series 2017 Bonds of each series
shall bear interest from their date of delivery to the Underwriters until the Series 2017 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 for each series 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 7 of this series resolution.
(b) Limited Obligations. The Series 2017 Bonds shall be obligations only of the
Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account created under the
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Intermediate Lien Master Resolution and shall be payable and secured as provided in the
Intermediate Lien Master Resolution and this series resolution. The Series 2017 Bonds do not
constitute an indebtedness of the Port within the meaning of the constitutional provisions and
limitations of the State of Washington.
Section 4. Redemption and Purchase.
(a) Optional Redemption. The Series 2017 Bonds of one or more series and
maturities may be subject to optional redemption on the dates, at the prices and under the terms
relating to such series set forth in the Bond Purchase Contract, all as approved by the Chief
Executive Officer pursuant to Section 7 of this series resolution.
(b) Mandatory Redemption. The Series 2017 Bonds of one or more series and
maturities may be subject to mandatory redemption to the extent, if any, set forth in the Bond
Purchase Contract relating to such series, all as approved by the Chief Executive Officer
pursuant to Section 7 of this series resolution.
(c) Purchase of Series 2017 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
paragraphs First through Fifth of Section 2(a) of the First Lien Master Resolution, including the
payments required by paragraphs 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 2017 Bonds offered to the Port at any price deemed reasonable to the Designated Port
Representative.
(d) Selection of Series 2017 Bonds for Redemption. If Series 2017 Bonds are called
for optional redemption, the series maturities, and interest rates of such Series 2017 Bonds to be
redeemed shall be selected by the Port. If any Series 2017 Bonds to be redeemed (optional or
mandatory) then are held in book-entry-only form, the selection of such Series 2017 Bonds
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within a series maturity, and interest rate to be redeemed within a maturity and interest rate shall
be made in accordance with the operational arrangements then in effect at DTC (or at a substitute
depository, if applicable). If the Series 2017 Bonds to be redeemed are no longer held in
book-entry-only form, the selection of such Series 2017 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 2017
Bonds having the same maturity date and interest rate within a series, the particular Series 2017
Bonds or portions of Series 2017 Bonds to be redeemed within the series, maturity, and interest
rate 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 2017 Bond within a series, maturity, and interest
rate of a denomination greater than $5,000, the Port and Registrar shall treat each Series 2017
Bond of the applicable series, maturity and interest rate as representing such number of separate
Series 2017 Bonds each of the denomination of $5,000 as is obtained by dividing the actual
principal amount of such Series 2017 Bonds of the applicable series, maturity, and interest rate
by $5,000. In the event that only a portion of the principal amount of a Series 2017 Bond is
redeemed, upon surrender of such Series 2017 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 2017 Bond or, at the option of the Registered
Owner, a Series 2017 Bond of like series, maturity, and interest rate in any of the denominations
herein authorized. Provided however, that the manner of selection of Series 2017 Bonds issued
on a federally taxable basis for redemption may be set forth in the Bond Purchase Contract
relating to such series and as approved by the Designated Port Representative.
(e) Notice of Redemption. Written notice of any redemption of Series 2017 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
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Registered Owners of Series 2017 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 2017 Bonds are in book-entry only form, notice of redemption shall
be given to Beneficial Owners of Series 2017 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.
Each notice of redemption (which notice in the case of optional redemption may be
conditional and/or may be rescinded at the option of the Port) prepared and given by the
Registrar to Registered Owners of Series 2017 Bonds shall contain the following information:
(1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all outstanding
Series 2017 Bonds of a series are to be redeemed, the identification by series, maturity, and
interest rate (and, in the case of partial redemption, the principal amounts) of the Series 2017
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 conditions, if
any, to redemption have not been satisfied or unless the notice of redemption shall have been
rescinded) such Series 2017 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 2017 Bonds on the date fixed for
redemption the redemption price will become due and payable upon each Series 2017 Bond or
portion called for redemption, and that (unless the conditions, if any, to redemption have not
been satisfied or unless the notice of redemption shall have been rescinded) interest shall cease to
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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 2017 Bonds, (6) that the Series 2017 Bonds are to
be surrendered for payment at the principal office of the Registrar, (7) the CUSIP numbers of all
Series 2017 Bonds being redeemed, (8) the dated date of the Series 2017 Bonds being redeemed,
(9) the rate of interest for each Series 2017 Bond being redeemed, (10) the date of the notice, and
(11) any other information deemed necessary by the Registrar to identify the Series 2017 Bonds
being redeemed.
Upon the payment of the redemption price of Series 2017 Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
identifying, by issue, series and maturity, the Series 2017 Bonds being redeemed with the
proceeds of such check or other transfer.
(fH) Effect of Redemption. Unless the Port has rescinded a 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 Series 2017 Bonds
to be redeemed shall become due and payable on the date fixed for redemption, and 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 2017 Bonds to be redeemed. If and to the extent that funds have been provided to the
Registrar for the redemption of Series 2017 Bonds then from and after the date fixed for
redemption for such Series 2017 Bond or portion thereof, interest on each such Series 2017 Bond
shall cease to accrue and such Series 2017 Bond or portion thereof shall cease to be Outstanding.
(g) Amendment ofNotice 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
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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 specifies and adopts the system of
registration and transfer for the Series 2017 Bonds approved by the Washington State Finance
Committee, which utilizes the fiscal agent of the State of Washington, for the purposes of
registering and authenticating the Series 2017 Bonds, maintaining the Bond Register and
effecting transfer of ownership of the Series 2017 Bonds (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 2017 Bonds (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 2017 Bonds transferred or exchanged in accordance with the provisions of such
Series 2017 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 2017 Bonds.
(b) Registered Ownership. Except as provided in the last sentence of Section 5(c) or
the Continuing Disclosure Undertaking authorized pursuant to Section 15 of this series
resolution, the Port and the Registrar may deem and treat the Registered Owner of each
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Series 2017 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 2017 Bond shall be
made only as described in subsection (h) of this Section 5, but the transfer of such Series 2017
Bond may be registered as herein provided. All such payments made as described in
subsection (h) of this Section 5 shall be valid and shall satisfy the liability of the Port upon such
Series 2017 Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Series 2017 Bonds shall initially
be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Series 2017 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered
to DTC the Letter of Representations.
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 2017 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 2017 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 2017 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 2017 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
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mean the owners of any beneficial interest in any Series 2017 Bonds. Notwithstanding the
foregoing, if a Bond Insurance Policy is issued for any series or maturity of the
Series 2017 Bonds 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 series
or 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.
(d) Use ofDepository.
(1) The Series 2017 Bonds shall be registered initially in the name of
CEDE & Co., as nominee of DTC, with a single Series 2017 Bond for each series and maturity
having the same interest rate in a denomination equal to the total principal amount of such series
and maturity. Registered ownership of such immobilized Series 2017 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.
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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 2017 Bonds, together with a
written request on behalf of the Port, issue a single new Series 2017 Bond for each series and
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.
@) 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,
or (B)the Port determines that it is in the best interest of the Beneficial Owners of the
Series 2017 Bonds of any series that the Series 2017 Bonds of that series be provided in
certificated form, the ownership of such Series 2017 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 2017 Bonds (of the appropriate series and maturities) in certificated form, to issue
Series 2017 Bonds in any authorized denominations. Upon receipt by the Registrar of all then
outstanding Series 2017 Bonds (of the appropriate series), together with a written request on
behalf of the Port to the Registrar, new Series 2017 Bonds of such series 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 2017 Bonds;
Change in Denominations. The transfer of any Series 2017 Bond may be registered and any
Series 2017 Bond may be exchanged, but no transfer of any Series 2017 Bond shall be valid
unless the Series 2017 Bond is surrendered to the Registrar with the assignment form appearing
on such Series 2017 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
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Registrar shall cancel the surrendered Series 2017 Bond and shall authenticate and deliver,
without charge to the Registered Owner or transferee, a new Series 2017 Bond (or Series 2017
Bonds at the option of the Registered Owner) of the same date, series, 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 2017 Bond, in exchange for such surrendered and canceled Series 2017
Bond. Any Series 2017 Bond may be surrendered to the Registrar, together with the assignment
form appearing on such Series 2017 Bond duly executed, and exchanged, without charge, for an
equal aggregate principal amount of Series 2017 Bonds of the same date, series, maturity and
interest rate, in any authorized denomination. The Registrar shall not be obligated to register the
transfer or exchange of any Series 2017 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 2017 Bonds, after the mailing of notice of the call for redemption of such Series 2017
Bonds.
(f) Registrar's Ownership of Series 2017 Bonds. The Registrar may become the
Registered Owner of any Series 2017 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 2017 Bonds.
(2) Registration Covenant. The Port covenants that, until all Series 2017 Bonds
issued on a federally tax-exempt basis have been surrendered and canceled, it will maintain a
system for recording the ownership of each Series 2017 Bond that complies with the provisions
of Section 149 of the Code.
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(h) Place and Medium ofPayment. The principal of, premium, if any, and interest on
the Series 2017 Bonds shall be payable in lawful money of the United States of America. For so
long as all Series 2017 Bonds are in fully immobilized form with DTC, payments of principal,
premium, if any, and interest shall be made as provided to the parties entitled to receive payment
as of each Record Date in accordance with the operational arrangements of DTC described in the
Letter of Representations. In the event that the Series 2017 Bonds are no longer in fully
immobilized form with DTC (or its successor or alternate depository), interest on the Series 2017
Bonds shall be paid by check mailed to the Registered Owners at the addresses for such
Registered Owners appearing on the Bond Register as of the Record Date, and principal and
premium, if any, of the Series 2017 Bonds shall be payable by check upon presentation and
surrender of such Series 2017 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 2017 Bonds of a series, interest on such
Series 2017 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 2017 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 2017 Bonds remain Outstanding to set aside and pay into the
Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the
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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 2017 Bonds; and
(2) Such amounts with respect to Series 2017 Bonds as are required (A) to
pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem
Series 2017 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 2017 Reserve Account Deposit, if any, 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 2017 Bonds. Together with existing reserve account
balances in the Intermediate Lien Reserve Account, the Series 2017 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 2017 Reserve Account Deposit; provided that each Surety Bond meets the
qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is
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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).
Section 7. Designation of Refunded Bonds; Sale of Series 2017 Bonds.
(a) Designation of Refunded Bonds. As outlined in Section 2 and Section 9 of this
series resolution, the Refunding Candidates may be called for redemption prior to their scheduled
maturities. All or some of the Refunding Candidates may be defeased and/or refunded with the
proceeds of the Series 2017 Bonds authorized by this series resolution. The Chief Executive
Officer may select some or all of the Refunding Candidates and designate those Refunding
Candidates 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 defeasance and/or refunding of the Refunded Bonds, after payment of all costs of issuance
of allocated to the Series 2017 Bonds, is at least equal to the Savings Target.
b) Series 2017 Bond Sale. The Series 2017 Bonds shall be sold at one or more
negotiated sale(s) to the Underwriters pursuant to the terms of the applicable Bond Purchase
Contract. The Designated Port Representative is hereby authorized to negotiate terms for the
purchase of the Series 2017 Bonds and to execute one or more Bond Purchase Contracts, with
such terms (including the designation of the Refunded Bonds and the Series 2017 Reserve
Account Deposit) as are approved by the Chief Executive Officer pursuant to this section and
consistent with this series resolution and the Intermediate Lien Master Resolution. The Port
Commission has been advised by the Port’s financial advisor that market conditions are
fluctuating and, as a result, 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 Refunded Bonds and to approve the number of series,
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final series designations, and with respect to each series, the date of sale, the tax status of each
series, interest rates, maturity dates, aggregate principal amount, principal amounts and prices of
each maturity, redemption rights, and other terms and conditions of the Series 2017 Bonds. The
Chief Executive Officer is hereby authorized to approve the designation of the Refunded Bonds
and to approve the number of series, final series designations, and with respect to each series, the
date of sale, the tax status, interest rates, maturity dates, aggregate principal amount, principal
amounts of each maturity and redemption rights for the Series 2017 Bonds in the manner
provided hereafter (A) so long as the aggregate principal amount of the Series 2017 Bonds does
not exceed the maximum principal amount set forth in Section 2, (B) so long as the true interest
cost for the Series 2017 Bonds of a series issued on a federally tax-exempt basis does not exceed
5.25% per annum, and (C) so long as the Savings Target is met with respect to the Refunding
Bonds (as described in subsection (a) of this Section 7).
In designating the Refunded Bonds, determining the number of series, final series
designations, the date of sale, tax status of each series, interest rates, prices, maturity dates,
aggregate principal amount, principal maturities, redemption rights or provisions of the
Series 2017 Bonds for approval and the Series 2017 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 most favorable interest cost on
the Series 2017 Bonds of a series, including, but not limited to, current financial market
conditions and current interest rates for obligations comparable in tenor and quality to the
Series 2017 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 Refunded Bonds, number of series,
final series designations, the date of sale, tax status of each series, interest rates, maturity dates,
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aggregate principal amount, principal maturities and redemption rights 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 2017 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 December 31, 2017. If a Bond Purchase Contract for the Series 2017
Bonds has not been executed by December 31, 2017, the authorization for the issuance of the
Series 2017 Bonds of that series shall be rescinded, and the Series 2017 Bonds shall not be
issued nor their sale approved unless the Series 2017 Bonds shall have been re-authorized by
resolution of the Commission. The resolution reauthorizing the issuance and sale of the
Series 2017 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 2017 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 2017 Bonds to the Underwriters
thereof and further to execute all closing certificates and documents required to effect the closing
and delivery of the Series 2017 Bonds in accordance with the terms of the Bond Purchase
Contract.
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 2017 Bonds to the Underwriters and for the proper application and use
of the proceeds of sale of the Series 2017 Bonds. In furtherance of the foregoing, the Designated
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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, disclosure counsel, rating agencies, fiscal agent, escrow agent, if any,
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, execute, deliver and approve
for purposes of the Rule, on behalf of the Port, the final official statement(s) (and to approve,
deem final and deliver any preliminary official statement) and any supplement thereto relating to
the issuance and sale of the Series 2017 Bonds and the distribution of the Series 2017 Bonds
pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate.
Section 8. Application of Series 2017 Bond Proceeds.
(a) Application of Project Bond Proceeds. The proceeds of the Project Bonds
(exclusive of the Underwriters’ discount and 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 premium and/or a Surety Bond premium) shall be applied as follows:
(1) An amount(s), if any, specified by the Designated Port Representative
shall be deposited into one or more capitalized interest accounts (hereinafter authorized to be
created);
(2) An amount specified by the Designated Port Representative as required to
pay the Series 2017 Reserve Account Deposit shall be deposited into the Intermediate Lien
Reserve Account; and
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3) An amount specified by the Designated Port Representative shall be
deposited into one or more capital project accounts and used to pay costs of issuance and,
together with other available moneys, to pay costs of the Projects.
If interest on Project Bonds is to be capitalized, the Treasurer of the Port is hereby
authorized and directed to create one or more capitalized interest accounts for the purpose of
holding certain Project Bond proceeds and interest earnings thereon to be used and disbursed to
pay interest on the Project Bonds through the date or dates specified by the Designated Port
Representative.
The Treasurer shall invest the net proceeds of the Project Bonds in such obligations as
may now or hereafter be permitted to port districts of the State of Washington by law and that
will mature prior to the date on which such money shall be needed. Earnings on such
investments, except as may be required to pay rebatable arbitrage pursuant to the Federal Tax
Certificate, may be used for Port purposes or transferred to the Intermediate Lien Bond Fund for
the uses and purposes therein provided.
The Port shall maintain books and records regarding the use and investment of proceeds
of Series 2017 Bonds issued on a federally tax-exempt basis in order to maintain compliance
with its obligations under its Federal Tax Certificate.
(b) Application of Refunding Bond Proceeds. The net proceeds of the Refunding
Bonds (exclusive of the Underwriters’ discount and 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 premium and/or a Surety Bond premium, or to satisfy a portion of the
Intermediate Lien Reserve 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
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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).
(c) Defeasance of Refunded Bonds. Subject to and in accordance with the resolution
authorizing the issuance of the Refunded Bonds, the net proceeds of the Refunding Bonds so
deposited shall be utilized immediately upon receipt thereof to pay and redeem Refunded Bonds
and/or or to purchase the noncallable Government Obligations that are direct or indirect
obligations of the United States or obligations unconditionally guaranteed by the United States
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 date fixed for redemption
and the redemption price (the principal amount plus any premium required) on the date fixed for
redemption of the Refunded Bonds. Subject to compliance with all conditions set forth in the
resolution authorizing the issuance of the Refunded Bonds, when the final transfers have been
made for the payment of such redemption price and interest on the Refunded 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.
(d) 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:
(H the interest on the Refunded Bonds as such becomes due on and before the
dates fixed for redemption of the Refunded Bonds; and
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(2) the price of redemption of the Refunded Bonds on the date fixed for
redemption of the Refunded Bonds.
(e) 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 all or a portion of the Refunded Bonds) to select a financial institution to act as the
escrow agent for all or a portion of the Refunded Bonds and also to select a verification agent for
some or all of the Refunded Bonds.
Section 9. Redemption of Refunded Bonds. The Commission hereby calls the
callable 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 Refunded Bonds, respectively, 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 Refunding Bonds and if a notice of
redemption has been disseminated, such notice may be revoked at the option of the Designated
Port Representative.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the closing and delivery of the Refunding Bonds.
If so appointed, the Escrow Agent shall be authorized and directed to provide for the
giving of irrevocable notice of the redemption of those Refunded Bonds designated in the
Escrow Agreement in accordance with the terms of the resolution authorizing the issuance of
such Refunded 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
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giving of irrevocable notice therefor. The costs of mailing of such notice shall be an expense of
the Port.
The Port or the Escrow Agent, if any, on behalf of the Port, shall be authorized and
directed to pay to the fiscal agent of the State of Washington, sums sufficient to pay, when due,
the payments specified in Section 8(d) 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 the Escrow Agreement to the Escrow Agent when the provisions
thereof have been fixed and determined for closing and delivery of the Refunding Bonds. The
Escrow Agreement, if any, 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.
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 such Series 2017 Bonds issued on a federally tax-exempt basis
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 2017 Bonds issued on a federally
tax-exempt basis. The Port shall comply with its covenants set forth in the Federal Tax
Certificate with respect to the Series 2017 Bonds issued on a federally tax-exempt basis.
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(b) No Bank Qualification. The Series 2017 Bonds shall not be qualified tax-exempt
obligations pursuant to Section 265(b) of the Code for investment by financial institutions.
Section 11. Lost, Stolen, Mutilated or Destroyed Series 2017 Bonds. In case any
Series 2017 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and
deliver a new Series 2017 Bond of like series, 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 2017 Bond was actually lost, stolen or destroyed (including the presentation of a mutilated
Series 2017 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 2017 Bonds and Registration Certificate.
The Series 2017 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 2017[A][B][CI[D][[Non-AMT][AMT][Taxable]
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. 3735, hereinafter
collectively referred to as the “Bond Resolution”), the Principal Amount indicated above and to
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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
and beginning on 1,20 . The principal of, premium, if
any, and interest on this bond 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 other 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 [defease and/or refund certain
outstanding Port obligations][to pay costs of capital improvement projects]. [Simultaneously
herewith, the Port is issuing other series of revenue bonds: its Revenue [Refunding]
Bonds, Series 2017[A][B][C][D][[Non-AMT][AMT][Taxable] in the principal amount of
$ 1
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 [not] 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 has
taken no action to cause the interest on this bond to be exempt from general federal income
taxation.]
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
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500357693 v1
Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution
to be paid into and maintained in said Fund and Account, 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
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 businesses 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 WHEREQOF, 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 , 2017.
PORT OF SEATTLE
By /s/
President, Port Commission
ATTEST:
Is/
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
2017[A][BI[CI[D][[Non-AMT][AMT][Taxable] of the Port of Seattle, dated , 2017.
WASHINGTON STATE FISCAL AGENT, as
Registrar
By
Authorized Signer
dk ck ok ok ok kk
In the event any Series 2017 Bonds are no longer in fully immobilized form, the form of
such Series 2017 Bonds may be modified to conform to printing requirements and the terms of
this series resolution.
Section 13. Execution. The Series 2017 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 2017 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 2017 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 2017 Bonds
shall cease to be such officer or officers of the Port before the Series 2017 Bonds so signed shall
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500357693 v1
have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2017
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 2017 Bond may also be signed and attested
on behalf of the Port by such persons as on the actual date of execution of such Series 2017 Bond
shall be the proper officers of the Port although on the original date of such Series 2017 Bond
any such person shall not have been such officer.
Section 14. Defeasance. In the event that money and/or noncallable Government
Obligations that are direct or indirect obligations of the United States or obligations
unconditionally guaranteed by the United States 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 2017 Bonds in accordance with their terms, are hereafter irrevocably delivered to the
Registrar for payment such Series 2017 Bonds or set aside in a special account and pledged to
effect such redemption and retirement, and, if the Series 2017 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 2017 Bonds so provided for and such Series 2017 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 2017 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.
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500357693 v1
The Port shall provide notice of defeasance of any Series 2017 Bonds to the Registered
Owners of the Series 2017 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 of this series resolution.
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 the Rule.
Section 16. Bond Insurance. The payments of the principal of and interest on one or
more series, or principal maturities within one or more series, of the Series 2017 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 2017 Bonds, the Port will meet the conditions set forth in Section 5(c) of the
Intermediate Lien Master Resolution and/or will deliver either:
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500357693 vi
(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
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 2017 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.
Section 19. Effective Date. This series resolution shall be effective immediately upon
its adoption.
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500357693 v1
ADOPTED by the Port Commission of the Port of Seattle at duly noticed meeting
thereof, held this [th day of JULY | 2017, and duly authenticated in open session by the
signatures of the commissioners voting in favor thereof.
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JEAN Te Fn JOHN CREIGHTON
Commissioners
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500357693 v1
EXHIBIT A
REFUNDING CANDIDATES
Port of Seattle Revenue Bonds, Series 2009A7Y
Maturity Dates
(May 1) Principal Amounts Interest Rates
2027 $ 10,080,000 5.25%
2028 10,625,000 5.25
Port of Seattle Revenue Bonds, Series 2009B-1 (Taxable)
(Current interest bonds)
Maturity Dates Principal Interest
(May 1) Amounts Rates
2036 $255,450,000 7.00%
“Term Bonds
(1 Callable
at any time on and after May 1, 2019, in whole or in part on any date, with
maturities to be selected by the Port, at a redemption price equal to 100% of the principal amount
thereof, plus interest accrued to the date fixed for redemption.
@ Callable
at any time on and after May 1, 2019, as a whole or in part or any date, and if
in part pro rata within a maturity, at a redemption price equal to 100% of the principal amount
thereof plus interest accrued to the date fixed for redemption.
A-1
500357693 v1
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 3735 (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 pw day of Wy and duly recorded in my office.
, 2017,
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 lw day ofHu
2017.
fs
STEPHANIE BOWMAN
500357693 v1
EXHIBIT B
PROJECTS
Runway, apron and safety areas construction, repairs and improvements; airfield infrastructure
construction, repairs and upgrades; noise mitigation; Airport Terminal and parking garage
construction, modification, repairs, improvements including equipment acquisition; roadway and
ground transportation improvements; planning work relating to future facilities on or near the
Airport; property acquisitions for Airport expansion adjacent or near to the Airport and other
airport improvements that are functionally related to the airfield, air terminal and Airport
property improvements described above at Seattle-Tacoma International Airport, 17801 Pacific
Highway South, Seatac, WA 98158, which is owned and operated by the Port.
B-1
500357693 v1
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