PORT OF SEATTLE
RESOLUTION NO. 3703
A RESOLUTION of the Port Commission ofthe Port of Seattle, authorizing
the sale and issuance of limited tax general obligation and refunding bonds
of the Port in the aggregate principal amount of not to exceed
$200,000,000 for eligible Port purposes, including payment of all or a
portion of the Port's contribution for the Alaskan Way viaduct
replacement program, and refunding of certain outstanding obligations of
the Port; and authorizing a Designated Port Representative to approve
certain matters relating to the bonds including date or dates of the sale of
the bonds, approval of the bid offering, acceptance of bids for the bonds,
execution of all documents and actions necessary to sell and deliver the
bonds, preparation and dissemination of a preliminary official statement
and final official statement; and providing for continuing disclosure.
ADOPTED: ff'orlib 10, 2015
Prepared by:
K&L GATES LLP
Seattle, Washington
r
PORT OF SEATTLE
RESOLUTION NO. 3703
TABLE OF CONTENTS*
Section 1. Definitions................... ............... .......................... ........... .... ....... ... ......................... 3
. . . . .
Section 2. Authorization and Description ofBonds .................................... .. .... .................... 7
.
'
..
Section 3. Redemption .... .................... ......... ........................................... ...... ... ....... ............... 8
..
$eytion 4. Registration, Exchange and Payments ................................................................ ll
Section 5. Bond Fund...... .............................. ........................................ ............ .. .. ....... ........ 16
Section 6. Defeasance ... ........ .................. .... .... ........ ......................... .................. .................. 17
Section 7. Tax Covenants .... .................... ........ ..................... .......... .................. .. ....... .. .. ... ... 17
Section 8. Lost, Stolen or Destroyed Bonds ...... .. .... ........ .... ..... ...................... ....... .... ..... .... . 18
Section 9. Form ofBonds and Registration Certificate ....................................................... 18
Section 10. Execution .................................... .......... .. .............................. .............................. 21
Section 11. Ongoing Disclosure .. .. ................ .. .. .... ................................................... ............. 22
Section 12. Sale ofBonds .......................................................................... ... ......................... 22
Section 13. Application ofBond Proceeds .......... ................................... .. .. ...... .... .. .. .......... ... 25
Section 14. Redemption ofRefunded Bonds .............. ...... ....... ....... ..... ............ ..... ...... ...... ... .. 27
Section 15. Severability ........... ......... ... .. ...... .. ...................................... ... ..... ...... .. ...... .. .... ...... }8
Section 16. Effective Date .......... .. .................... ...... ............................................................... 30
Exhibit I - Form ofEscrow Agreement
Exhibit II- Form ofCosts ofIssuance Agreement
This Table ofContents and the Cover Page are for convenience ofreference and are not
intended to be a part of this resolution.
RESOLUTION NO. 3703
A RESOLUTION of the Port Commission of the Port of Seattle, authorizing
the sale and issuance of limited tax general obligation and refunding bonds
of the Port in the aggregate principal amount of not to exceed
$200,000,000 for eligible Port purposes, including payment of all or a.
portion of the Port's contribution for the Alaskan Way viaduct
replacement program, and refunding of certain outstanding obligations of
the Port; and authorizing a Designated Port Representative to approve
certain matters relating to the bonds including date or dates of the sale of
the bonds, approval of the bid offering, acceptance of bids for the bonds,
execution of all documents and actions necessary to sell and deliver the
bonds, preparation and dissemination of a preliminary official statement
and final official statement; and providing for continuing disclosure.
WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of
Washington, owns and operates a system of marine terminals and properties and Seattle-Tacoma
International Airport; and
WHEREAS, the Port is authorized by RCW 53.36.030 and ch. 39.46 to issue general
obligation bonds payable from, inter alia, regular tax levies ofthe Port; and
WHEREAS, the Port entered into the Alaskan Way Viaduct Replacement Program
Funding Agreement on August 27, 2013 with the State of Washington (the "Agreement") to pay
' '
contributions for the Alaskan Way viaduct replacement program after receipt of a request for
payment from the State ofWashington; and
WHEREAS, the Agreement provides that the first such payment, once requested, shall be
paid no later than May 1, 2015; and
WHEREAS, the Port has issued its Limited Tax General Obligation Refunding
Bonds, 2006 under date of January 5, 2006, pursuant to Resolution No. 3551, as amended (the
"2006 Bond Resolution") in the original principal amount of $63,630,000 which remain
outstanding, as follows:
Maturity Year Principal Interest
(June 1) Amounts Rates
2015 $ 2,760,000 5.00%
. 201~ 2,900,000 5.00
2017 3,050,000 5.00
2018 3,205,000 5.00
i
2019 3,370,000 5.00
2020 3,545,00Q 5.00
2021 3,725,000 5.00
2022 3,920,000 5.00
I _j
2023 4,120,000 5.00
~025* 8,880,000 5.00
2027* 10,000,000 5.00
2029* 10,665,000 5.00
*Term Bonds
(the "2006 Bonds"); and
WHEREAS, the 2006 Bonds maturing on or after June 1, 2016 (the "Refunding
Candidates") are subject to redemption at the option of the Port on and after June 1, 2015 in
whole or in part, and 1f in part, with maturities to be selected by the Port at the price of par, plus
acc.med interest to the date ti:x.ed for redemption; and
WHEREAS, the Port has determined that in order to provide for part or all of the
payments that may be required under the Agreement, and to refund part or all of the Refunding
Candidates, the Port shall issue its limited tax general obligation and refunding bonds in one or
more series as provided herein; and
WHEREAS, the Commission wishes to delegate authority to approve the number of
series, the sale date or dates, the final principal amounts ofthe bonds, interest rates, designations
ofthe bonds, principal maturities, redemption provisions, and the true interest cost ofsuch bonds
to be fixed under such terms and conditions as are approved by this resolution; and
WHEREAS, the bonds authorized herein shall be sold pursuant to competitive sale as
herein provided;
-2- P:\20287_CM'IIrl20287_ARS
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 m this
resolution shall have the following meanings:
.
Acquired Obligations means the Government Obligations acquired by the Port under the
terms ofthis resolution and the Escrow Agreement, ifany, to effect the defeasance and refunding
ofthe Refunded Bonds.
Agreement means the Alaskan Way Viaduct Replacement Program Funding Agreement
by and between the Port and the State of Washington on August 27, 2013, obligating the Port to
pay contributions for the Alaskan Way viaduct replacement program after receipt ofa request for
payment from the State ofWashington.
Agreement Bonds mean the Bonds issued for the purpose of funding all or part of the
Port'scontributions under the Agreement.
Approved Bid means the winning bid submitted for a series ofthe Bonds.
Bond Fund means the Port of Seattle Limited Tax General Obligation Bond Redemption
Fund, 2015 or similar fund or account created in the office of the Treasurer of the Port by
Section 5 ofthis resolution.
Bond Register means the registration books maintained by the Registrar containing the
name and mailing address ofthe owner ofeach Bond or nominee ofsuch owner and the principal
amount and number of Bonds held by each owner or nominee.
Bonds mean the Port of Seattle Limited Tax General Obligation and Refunding
Bonds, 2015, authorized to be issued in Section 2(a) of this resolution with appropriate series
designations as provided for by the Designated Port Representative.
-3- P:\20287_CMW\20287_ARS
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings rela,ting thereto.
Commission means the Commission of the Port as the general legislative body of the
Port, or any successor thereto as provided by .law.
Competitive Sale ~teans the process by which the Bonds are sold through the public
solicitation ofbids from underwriting firms.
Costs ofIssuance Agreement means the Costs oflssuance Agreement(s), if any, dated as
of the date of the closing and delive~y of the Refunding Bonds _between the Port and the Escrow
Agent to be executed in connection .with payi!lg the costs of issuance of the Refunding Bonds,
substantially in the form attached h~reto as Exhibit II.
Designated Port Representative means the 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 ofthe 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 Bonds
pursuant to Section 4 hereof.
Escrow Agent means U.S. Bank National Association.
Escrow Agreement means the Escrow Deposit Agreement(s), if any, dated as ofthe date
ofthe closing and delivery ofthe Refunding Bonds between the Port and the Escrow Agent to be
executed in connection with the refunding of the Refunded Bonds, substantially in the form
attached hereto as Exhibit I.
Federal Tax Certificate means the certificate ofthat name executed and delivered by the
Port at the time ofissuance and delivery ofthe Bonds ofa series.
-4- P;\20287_CMVII\20287_ARS
First Interest Payment Date means the date specified as such'in the Official Notice of
Sale.
Government Obligations has the meaning given such term in RCW Ch. 39.53, as now or
hereafter amended.
Letter ofRepresentations means the blanket issuer lett~~ ofrepresentations from the Port
to DTC.
Official Notice ofSale means a notice of bond sale authorized to be given in Section 12
ofthis resolution.
Official Statement means a final Official Statement delivered to the initial purchasers of
the Bonds.
Port means the Port of Seattle, a municipal corporation of the State of Washington, as
now or hereafter constituted, or the corporation, authority, board, body, commission, department
or officer succeeding to the principal functions of the Port or to whom the powers vested in the
Port shall be given by law.
Refunded Bonds mean the Refunding Candidates designated by the Designated Port
Representative pursuant to Section 12 ofthis resolution.
Refunding Bonds means the Bonds issued for the purpose of refunding the Refunded
Bonds.
Refunding Candidates mean the 2006 Bonds maturing on and after June .I, 2016.
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register.
Registrar means, the fiscal agency ofthe State of Washington appointed by the Treasurer
for the purposes of registering and authenticating the Bonds, maintaining the Bond Register and
-5- P:\20287_CMW\20287_ARS
effecting transfer of o~nership oft~e Bonds. The term Registrar sh~ll include any successor to
the fiscal agency, ifany, hereafter appointed by the Treasurer.
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same may be ~ended from time to time.
Savings Target means a dollar amount equal to at least four percent (4.0%) of the
outstanding principal ofthe Refunded Bonds.
SEC means the United States Securities and Exchange Commission.
Treasurer means the Chief Financial Officer of the Port, or any other public officer as
may hereafter be designated pursuant to law to have the custody ofPort funds.
2006 Bond Resolution means Resolution No. 3551, as amended, adopted by the
Commission on November 8, 2005 and authorizing the issuance ofthe 2006 Bonds.
2006 Bonds mean the Port of Seattle Limited Tax General Obligation Refunding
Bonds, 2006 issued pursuant to the 2006 Bond Resolution, which remain outstanding in the
amounts and on the dates as shown in the recitals to this resolution.
Underwriter means the successful bidder(s) submitting the Approved Bid for the Bonds
ofa series.
Rules of Interpretation. In this resolution, unless the context otherwise requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this resolution, refer to this 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 resolution;
-6- P:\20287_CMW\20287_ARS
(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 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
resolution, and any table ofcontents or marginal notes appended to copies hereof, shall be solely
for convenience ofreference and shall not constitute a part ofthis resolution, nor shall they affect
its meaning, construction or effect; and
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Authorization and Description ofBonds.
. . (a) Bonds. The Port shall issue its limited tax general obligation and refunding bonds
in one or more series in order to (1) provide for all or a portion of the cost of eligible Port
purposes, including payment of all or a portion of the Port's contributions under the Agreement
upon receipt of a proper request for payment from the State of Washington and pay all or a
portion of the allocable costs of issuance (the "Agreement Bonds"); and (2) refund all or a
portion ofthe Refunding Candidates and to pay all or a portion of the allocable costs of issuanc~
(the "Refunding Bonds"). The Agreement Bonds and the Refunding Bonds may be combined
and sold as a single series ofbonds (the "Bonds"). The Bonds shall be designated as the "Pqrt of
Seattle, Limited Tax General Obligation and Refunding Bonds, 2015" with such additional
-7- P:\20287_CMW\20287_ARS
designations for identification purposes as may be approved by the Designated Port
Representativ~ at the time ofmarketing and sale ofthe Bonds of a series.
(b) _ Bond Terms. The Bonds shall be issued in the aggregate principal amount of not
t 0 , 1
to exceed $200,000,000; shall be dated as ofthe date oftheir delivery; shall be fully registered as
to both principal and interest; shall be in the denomination of $5,000 or any. in~egral multiple
thereof within a se!ies and maturi~y, provided that no Bond shall represent more than one series
and maturity within a series; shall be numbered separately and in the manner and with any
additional designation as the Registrar deems necessary for purposes of identification and
control; and shall bear interest from their date of delivery until the Bonds bearing such in~erest
have been paid or their payment is duly provided for. The Bonds shall be issued in the aggregate
principal amount, shall bear interest at the per annum rates, payable semiannually on June 1 and
December 1, commencing on the First Interest Payment Date, and shall mature i!l the principal
amounts, ea..:h as set forth in the Official Notice of Sale and Approved Bid and as approved by
the Designated Port Representative pursuant to Section 12 of this resolution. The Bonds of any
of the maturities of a series may be combined and issued as term bonds, subject to mandatory
I
redemption as provided in the Official Notice ofSale and Approved Bid.
Section 3. Redemption.
(a) Optional Redemption. The Bonds of each series may be subject to optional
redemption on the dates, and under the terms set forth in the Official Notice of Sale and
Approved Bid relating to such series and as approved by the Designated Port Representative
pursuant to Section 12.
(b) Mandatory Redemption. The Bonds of each series may be subject to mandatory
redemption if and to the extent, if any, set forth in the Official Notice of Sale and Approved Bid
-8- P:\20287_CMW\20287_ARS
I .
relating to such series and as approved by the Designated Port Representative pursuant 'to
Section 12.
(c) SelectionofBonds for Redemption. The manner of selection of Bonds of each
series for redemption shall be set forth in the Official Statem~nt relating to the issuance and sale
ofthe B-onds and as approved by the Designated Port Representative pursuant to Section 12.
(d) Notice of Redemption. Written notice of any redemption of Bonds prior to
maturity (which no~ice, in the case ofan optional redemption, may be .conditional) 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 Owner~ of 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 Owner.
So long as the Bonds are in book-e~try only form, notice of redemption shall be given to
beneficial owners ofbonds to be redeemed in accordance with the operational arr~~e~ents then
in effect at DTC, and neither the Port nor the Registrar shall be obligated or responsible to
confirm that any notice ofredemption is, in fact, provided to beneficial owners.
Each notice of redemption prepared and given by the Registrar to Registered Owners of
Bonds of the series being redeemed shall contain the following information: (1) the date fixed
for redemption, (2) the redemption price, (3) iffewer than all outstanding Bonds of a series are to
be redeemed, the identification by maturity and series (and, in the case ofpartial rede~ption, the
principal amounts) of the Bonds to be redeemed, (4) that (unless the notice of redemption is a
conditional notice, in which case the notice shall state that such Bond will become due and
-9-
P;\20287_CMW\20287_ARS
payable (4'1d interest. shall cease to accrue on the date fixed for redemption if and to the extent
that funds have been provided to the Registrar for the redemption ofBonds) on the date fixed. for
redemption the redemption price will become due and payable upon each Bond or portion called
for redemption, and that interest shall .cease to accrue from the date fixed for .redemption, (5) that
the Bonds ~e to be surrendered for payment at the principal office of the Registrar, (6) the
CUSIP n~bers of all Bonds being redeemed, (7) the dated date of the Bonds being redeemed,
(8) the rate of interest for each Bond being redeemed, (9) the date of the notice, and (1 0) any
other information deemed necessary by the Registrar to identify the Bonds being redeemed.
Upon the payment ofthe redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds ofsuch check or other transfer.
(e) Effect of Redemption. Unless the Port has revoked a notice of optional
redemption prior to the date fixed for redemption (or unless the Port provided a conditional
notice and the conditions for redemption set forth therein are not satisfied prior to the date fixed
for redemption), the Port shall transfer to the Registrar amounts that, in addition to other money,
if any, held by the Registrar, will be sufficient to redeem, on the date fixed for redemption, all
the Bonds to be redeemed. Ifand to the extent that funds have been provided to the Registrar for
the redemption of Bonds then from and after the date fixed for redemption for such Bond,
interest on each such Bond shall cease to accrue.
(f) Amendment ofNotice Provisions. The foregoing notice provisions ofthis 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 in order to
-10- P:\20287_CMW\20287_ARS
maintain compliance with duly promulgated regulations and recommendations regarding notice~
o ' I ' '
ofredemption ofmunicipal securities.
(g) Purchase. The Port reserves the right to purchase any ofthe Bonds offered to the
Port at any price deemed reasonable by the Designated Port Representative at any time. To the
extent the Port purchases for cancellation or optionally redeems any Bonds that are term Bonds,
the Port may reduce the mandatory sinking fund requirements of such Bonds of the same series
and maturity, in like aggregate principal amount for the year as specified in the final Official
Statement.
Section 4. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby specifies and adopts the system of
registration and transfer for the Bonds approved by the Washington State Finance Committee
from time to time through the appointment of state fiscal agencies. The Port shall cause a bond
register to be maintained by the Registrar. So long as any Bonds remain outstanding, the
:: Registrar shall make all necessary provisions to permit the exchange and registration oftransfer
of Bonds at its principal corporate trust office. The Registrar may be removed at any .time at the
option ofthe Designated Port Representative upon prior notice to the Registrar, DTC, each party
entitled to receive notice pursuant to an ongoing disclosure undertaking pursuant to Section 11
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 behalfofthe Port, to authenticate and deliver Bonds transferred or exchanged in
accordance with the provisions of such Bonds and this resolution and to carry out all of the
-11-
P:\20287_CMW\20287_ARS
Registr~'s powers and duties unde~ this. resolution. The Registrar shall be responsible for its
representations contained in the Certificate ofAuthentication on the Bonds.
(b) Registered Ownership. The Port and the Registrar, each in its discretion, may
deem and treat the_ Registered Owner ofeach Bond as the absolute owner thereof. for all purposes
(except as pr~vided in an ongoing disclosure undertaking pursuant to Section 11 of this
resoluiion), an~ neither the port nor the Registrar shall be affected by any notice to the contrary.
Payment ofany such Bond shall be made only as described in Section 4(h) hereof, but such Bond
may be transferred as herein provided. All such payments made as described in Section 4(h)
shall be valid and shall satisfy and discharge the liability of the Port upon such Bond to the
extent ofthe amount or amounts so paid.
(c) DTC Acceptance/Letter ofRepresentations. To induce DTC to accept the Bonds
as eligible for deposit at DTC, the Port has executed and delivered to DTC a Letter of
Representations.
Neither the Port nor the Registrar will have any responsibility or obligation to D'TC
participants or the persons for whom they act as nominees (or any successor depository) with
respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any
successor depository) or any DTC participant, the payment by DTC (or any successor
depository) or any DTC participant of any amount in respect of the principal of or interest on
Bonds, any notice which is permitted or required to be given to Registered Owners under this
resolution (except such notices as shall be required to be given by the Port to the Registrar or to
DTC (or any successor depository), or any consent given or other action taken by DTC (or any
successor depository) as the Registered Owner. For so long as any Bonds are held in fully
immobilized form hereunder, DTC or its successor depository shall be deemed to be the
-12- P-120287_CMW\20287_ARS
Registered Owner for all purposes hereunder, and all references herein to the Registered Owners
shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of
any be.n~ficial i~terest in such Bonds.
If any ~ond shall ~e duly presented for payment ~d funds have not beet?- duly provided
by the Port on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bond until such Bond is paid.
(d) Use ofDepository.
(1) The Bonds shall be registered initially in' the name of "Cede & Co.," as
nominee of DTC, with one Bond for each series maturing on each of the maturity dates for the
Bonds in a denomination corresponding to the total principal therein designated to mature on
such date. Registered ownership of such immobilized Bonds, or any portions thereof, may not
thereafter be transferred except (A) to any successor of DTC or its nominee, 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 Designated Port Representative
pursuant to subsection (2) below or such substitute depository's successor; 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 Designated Port
Representative to discontinue the system of book-entry transfers through DTC or its successor
(or any substitute depository or its successor), the Designated Port Representative may hereafter
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.
-13- P\20287_CMW\20287_ARS
(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 Bonds, together with a written request
on behalf of the Designated Port Representative, issue a single new Bond for each series and
maturity of the Bonds then outstanding, registered in the name of such successor or such
substitute depository, or their nominees, as the case may be, all as specified in such written
request of~he Designated Port Representative.
(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,
or (B) the Designated Port Representative determines that it is in the best interest of the
beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of
Bond certificates, the ownership ofsuch Bonds may then be transferred to any persons or entiti~s
as herein provided, and shall no longer be held in fully immobilized form. The Designated Port
Representative shall deliver a written request to the Registrar, together with a supply of
definitive Bonds for each series, to issue Bonds as herein provided in any authorized
denomination. Upon receipt by the Registrar of all then outstanding Bonds together with a
written request on behalf ofthe Designated Port Representative to the Registrar, new Bonds shall
be issued in the appropriate denominations and registered in the names of such persons or
entities as are requested in such written request.
(e) Registration ofTransfer ofOwnership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer ofany
such Bond shall be valid unless such Bond is surrendered to the Registrar with the assignment
form appearing on such 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,
-14- P.\20287_CMV\1120287_ARS
the Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without
'
charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option ofthe
new Registered Owner) of the same series, date, maturity and interest rate and for the same
aggregate principal amount in any authorized denomination, naming as Registered Owner the
person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and canceled Bond. Any Bond may be surrendered to
the Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds
of the same series, date, maturity and interest rate, in any authorized denomination or
denominations. The Registrar shall not be obligated to register the transfer or to exchange any
Bond during the 15 days preceding the date any such Bond is to be redeemed.
(f) Registrar's Ownership of Bonds. The Registrar may become the Registered
Owner of any 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
, a~t as member of, or in any other capacity with respect to, any committee formed to protect the
right ofthe Registered Owners ofBonds.
(g) Registration Covenant. The Port covenants that, until all of the Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership ofthe Bonds that
complies with the provisions ofSection 149 ofthe Code.
(h) Place and Medium ofPayment. Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. Interest on the Bonds shall be
calculated on the basis of a 360-day year, consisting oftwelve 30-day months. For so long as all
Bonds are in fully immobilized form, payments of principal and interest shall be made as
-15-
P:\20287_CMW\20287_ARS
prpvided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations.
In the event that the Bonds are no longer in fully immobilized form, interest on the Bonds
shall be paid by check mailed to the Registered Owners at the addresses for such Registered
Owners ~ppearing on the Bond ~egister on the 15th day of th~ month p~eceding the interest
payment date, and principal and premium, if any, of the Bonds shall be payable by check upon
presentation and surrender of such Bonds by the Registered Owners at the principal office ofthe
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 Bonds ofa series, interest will be paid thereafter
by wire transfer on the date due to an account with a bank located within the United States.
Section 5. Bond Fund. A special fund of the Port designated the "Port of Seattle
Limited Tax General Obligation Bond Redemption Fund, 2015" (the "Bond Fund") is hereby
authorized to be created in the office of the Treasurer of the Port for the purpose of paying and
securing the payment of the Bonds. The Bond Fund may be maintained as a single account or
multiple accounts at the option of the Port and may be re-designated in accordance with the
accounting procedures then followed by the Port. The Bond Fund shall be held separate and
apart from all other funds and accounts ofthe Port and shall be a trust fund for the owners, from
time to time, of the Bonds. The taxes levied for the purpose of paying principal of and interest
on the Bonds and other legally available funds to be used to pay the Bonds shall be deposited in
the Bond Fund no later than the date such funds are required for the payment ofprincipal ofand
interest on the Bonds.
-16- P:\20267_CMW\20267_ARS
The Port hereby further irrevocably covenants that it will budget and make annual levies
of ad valorem taxes upon all ofthe taxable property within the boundaries of the Port subject to
taxation within and as a part of the tax levy permitted to be levied by the Port without a vote of
the electors, in amounts sufficient (together with other legally available funds) to pay the
principal of and interest on the Bonds as the same shall become due. The full faith, credit and
resources of the Port are hereby irrevocably pledged for the annual levy and collection of such
taxes and for the prompt payment of such principal and interest. The Bonds _are general
obligations ofthe Port.
Section 6. Defeasance. In the event that money and/or Government Obligations
maturing at such time or times and bearing interest to be earned thereon in amounts (together
with such money, ifnecessary) sufficient to redeem and retire part or all ofthe Bonds authorized
hereunder in accordance with their terms, are set aside in a special account of the Port to effect
such redemption and retirement, and such moneys and the principal of and interest on such
...... o_.l2ligations are irrevocably set aside and pledged for such purpose, then no further payments
need be made into the Bond Fund of the Port for the payment of the principal of and interest on
the Bonds so provided for, and such Bonds shall cease to be entitled to any lien, benefi~ or
security ofthis resolution except for the right to receive the moneys so set aside and pledged, and
such Bonds shall be deemed not to be outstanding hereunder.
The Registrar shall provide notice of defeasance of Bonds to registered owners and to
each party entitled to receive notice pursuant an ongoing disclosure undertaking pursuant to
Section 11.
Section 7. Tax Covenants.
(a) The Bonds. The Port shall comply with the terms ofthe Federal Tax Certificate.
-17- P-120287_CMV\1120287_ARS
(b) No pesignation unde_r Section 265(b) ofthe Code. The Bonds are not "qualified
tax-exempt obligations" under Section 265(b)(3) of the Code for banks, thrift institutions and
other financ.ial institutions.
Section 8. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost,
stolen or destroyed, the Registrar may execute and deliver a new Bond or Bonds 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 Bond was actually lost, stolen or destroyed and of
his/her ownership thereof, and upon furnishing the Port with indemnity satisfactory to the Port.
Section 9. Form of Bonds and Registration Certificate. The Bonds of each series
shall be in substantially the following form:
[DTC Legend]
UNITED STATES OF AMERICA
NO. ___ $_____
STATE OF WASHINGTON
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION AND REFUNDING BOND, 2015
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 abov, or registered assigns, on the Maturity Date identified above the
Principal Amount indicated above and to pay interest thereon from the Bond Fund from
_____, 2015, or the most recent date to which interest has been paid or duly provided for
-18- P:\20287_CMW\20287_ARS
or until payment of this bond at the Interest Rate set forth above, payable on ,
and semiannually thereafter on the first days of each June and December. The principal of,
premium, if any, and interest on this bond are payable in lawful money of the United States of
America. Principal and interest on this bond shall be paid as provided in the Blanket Issuer
Letter ofRepresentations (the "Letter ofRepresentations") from the Port to The Depository. Trust
Company ("DTC"). The Port has specified and adopted the registration system for the bonds of
this issue specified by the State Finance Committee, and the fiscal agency ofthe State will act as
the registrar, authenticating agent and paying agent (the "Registrar"). Capitalized terins used in
this bond which are not specifically defined have the meanings given such terms in the
Resolution No. __ofthe Port Commission (the "Bond Resolution").
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 prior to are not subject to
redemption in advance of their scheduled maturity. [The bonds of this issue maturing on and
after are subject to redemption at the option of the Port on and after
_______.[in whole or in part on any date, and ifin part, with maturities to be selected by the
Port at the price ofpar plus accrued interest to the date fixed for redemption] [as described in the
Official Notice of Sale and Approved Bid for the bonds ofthis issue/______.
[Unless previously redeemed pursuant to the foregoing optional redemption provisions,
the bonds of this issue maturing in the year __ are subject to mandatory redemption on
______ ofthe following years at a price of par plus accrued interest to the date fixed
for redemption:
Year Amount
$
*
* Final maturity]
The bonds of this issue are not private activity bonds and are not "qualified tax exempt
obligations" eligible for investment by financial institutions within the meaning of
Section 265(b) ofthe Internal Revenue Code of 1986, as amended.
The Port hereby covenants and agrees with the owner and holder ofthis bond that it will
keep and perform all the covenants ofthis bond and the Bond Resolution.
The Port has irrevocably covenanted in the Bond Resolution that it will budget and make
annual levies of ad valorem taxes upon all of the taxable property within the boundaries of the
Port subject to taxation within and as a part of the tax levy permitted to be levied by the Port
without a vote ofthe electors, in amounts sufficient (together with other legally available funds)
to pay the principal ofand interest on the bonds ofthis issue as the same shall become due. The
full faith, credit and resources of the Port are irrevocably pledged for the annual levy and
-19-
P:\20287_CMW\20287_ARS
collection ofsuch taxes and for the prompt payment ofsuch principal and interest. The bonds of
this issue are general obligations ofthe Port. The pledge oftax levies may be discharged prior to
maturity of the bonds of this by making provision for the payment thereof on the terms and
conditions set forth in the Bond 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 ofAuthentication hereon shall
have been manually signed by or on behalf ofthe 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 ofthis 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, imprinted or otherwise reproduced hereon as of the
__dayof ,2015.
PORT OF SEATTLE
By ____________~/s=/__________________
President, Port Commission
[SEAL]
ATTEST:
Is/
Secretary, Port Commission
The Certificate of Authentication printed on the Bonds shall be substantially in the
following form:
-20- P:\20287_CMW\20287_ARS
CERTIFICATE OF AUTHENTICATION
Date ofAuthentication:
------------------
This bond is one ofthe bonds described in the within mentioned Bond Resolution and is
one of the Limited Tax General Obligation and Refunding Bonds, 2015 of the Port of Seattle,
dated , 2015.
WASHINGTON STATE FISCAL AGENCY,
Registrar
By ________________________________
Authorized Signer
Section 10. Execution. The Bonds shall be executed on behalf of the Port with the
manual or facsimile signature ofthe 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,
imprinted or otherwise reproduced thereon.
Only such 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 resolution. Such Certificate ofAuthentication shall be
conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and
delivered hereunder and are entitled to the benefits ofthis resolution.
In case either of the officers of the Port who shall have executed the Bonds shall cease to
be such officer or officers ofthe Port before the Bonds so signed shall have been authenticated or
delivered by the Registrar, or issued by the Port, such 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 ofthe Port.
Any Bond may also be signed and attested on behalf of the Port by such persons as at the actual
-21- P\20287_ CMW\20287_ARS
date of execution of such Bond shall be the proper officers of the Port although at the original
date ofsu~h Bond any. _such person shall not have been such officer.
Section 11. Ongoing Disclosure. The Designated Port Representative is authorized
t
Limitations of Translatable Documents
PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.
