6c reso
ITEM NO: 6c_Reso_1
DATE OF MEETING: May 24, 2016
INTERMEDIATE LIEN
SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3722
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in one or more series in the aggregate principal
amount of not to exceed $130,000,000, for the purpose of
refunding certain outstanding revenue bonds of the Port; setting
forth certain bond terms and covenants; and delegating authority to
approve final terms and conditions and the sale of the bonds.
ADOPTED: _______________, 2016
Prepared by:
K&L GATES LLP
PORT OF SEATTLE
Resolution No. 3722
Table of Contents*
Page
Section 1. Definitions............................................................................................................. 5
Section 2. Plan of Finance ................................................................................................... 11
Section 3. Authorization of Series 2016 Intermediate Lien Bonds ..................................... 11
Section 4. Bond Details........................................................................................................ 11
Section 5. Redemption and Purchase ................................................................................... 13
Section 6. Registration, Exchange and Payments ................................................................ 17
Section 7. Pledge of Available Intermediate Lien Revenues; Series 2016 Reserve
Account Deposit.................................................................................................. 23
Section 8. Defeasance .......................................................................................................... 25
Section 9 Refunding Procedures ......................................................................................... 26
Section 10. Redemption of Refunded Bonds ......................................................................... 27
Section 11. Tax Covenants .................................................................................................... 28
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2016 Intermediate Lien Bonds ..... 29
Section 13. Form of Series 2016 Intermediate Lien Bonds and Registration Certificate ...... 29
Section 14. Execution ............................................................................................................ 32
Section 15. Designation of Refunded Bonds; Sale of Series 2016 Intermediate Lien
Bonds .................................................................................................................. 34
Section 16. Undertaking to Provide Ongoing Disclosure ...................................................... 37
Section 17. Bond Insurance ................................................................................................... 37
Section 18. Compliance with Parity Conditions .................................................................... 38
Section 19. Severability ......................................................................................................... 39
Section 20. Effective Date ..................................................................................................... 39
Exhibit A Refunding Candidates
* 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. 3722
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in one or more series in the aggregate principal
amount of not to exceed $130,000,000, for the purpose of
refunding certain outstanding revenue bonds of the Port; setting
forth certain bond terms and covenants; and delegating authority to
approve final terms and conditions 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 (06/02/2016) Date
3509 08/20/2003 (A) $ 190,470,000 $ 36,600,000 07/01/2021
3528 06/30/2004 24,710,000 915,000 06/01/2017
3576/3577 03/20/2007 (A) 27,880,000* 27,880,000* 10/01/2019
3576/3577 03/20/2007 (B) 200,115,000* 154,820,000* 10/01/2032
3619 07/16/2009 (A) 20,705,000 20,705,000 05/01/2028
3619 07/16/2009 (B-1) 274,255,000 271,655,000 05/01/2036
3619 07/16/2009 (B-2) 22,000,326 36,275,630 05/01/2031
3653 12/13/2011 (A) 11,380,000 4,115,000 09/01/2017
3653 12/13/2011 (B) 97,190,000 88,380,000 09/01/2026
______________
* Simultaneously with this issue, all or part of the Series 2007A Bonds and Series 2007B Bonds may be refunded
pursuant to the First Lien Master Resolution.
Represents the accreted value of Series 2009 B-2 Bonds, which are capital appreciation bonds, including accreted
interest through June 2, 2016.
(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
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WHEREAS, the Port currently has outstanding twelve 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 (06/02/2016) Maturity Dates
3541 06/06/2006 (C) $ 40,120,000* $ 8,170,000* 09/01/2017
3563 06/28/2006 124,625,000* 124,625,000* 02/01/2030
3637 08/04/2010 (A) 25,200,000 1,100,000 06/01/2017
3637 08/04/2010 (B) 221,315,000 210,895,000 06/01/2040
3637 08/04/2010 (C) 128,140,000 115,190,000 02/01/2024
3658 03/14/2012 (A) 342,555,000 333,170,000 08/01/2033
3658 03/14/2012 (B) 189,315,000 138,455,000 08/01/2024
3658 03/14/2012 (C) 80,270,000 23,010,000 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) 284,440,000 272,005,000 03/01/2035
3709 08/06/2015 (C) 226,275,000 225,475,000 04/01/2040
______________
* All or part of the Series 2006 Bonds may be refunded pursuant to this series resolution.
(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 (06/02/2016) Dates
3238 03/26/1997 $ 108,830,000 $ 72,055,000 09/01/2022
3354 09/01/1999 (A) 127,140,000 56,255,000 09/01/2020
3456 (CP) 250,000,000 38,655,000 06/01/2021
3598 06/17/2008 200,715,000 192,725,000 07/01/2033
(the "Outstanding Subordinate Lien Bonds"); and
WHEREAS, the Port has outstanding certain Outstanding Intermediate Lien Bonds
described on Exhibit A attached hereto (the "Refunding Candidates") that may be defeased and
refunded, thereby saving on debt service, through the issuance of the Series 2016 Intermediate
Lien Bonds authorized (and further defined) herein; and
WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its
revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in
the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding
Intermediate Lien Bonds upon compliance with certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to
the chief executive officer of the Port to approve the designation of the bonds to be refunded, the
interest rates, maturity dates, redemption rights, interest payment dates, and principal amounts
under such terms and conditions as are approved by resolution; and
WHEREAS, it is deemed necessary and desirable that the Series 2016 Intermediate Lien
Bonds be sold pursuant to negotiated sale as herein provided;
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NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unless otherwise defined herein, the terms used in this series
resolution, including the preamble hereto, that are defined in the Intermediate Lien Master
Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In
addition, the following terms shall have the following meanings in this series resolution:
Acquired Obligations mean the noncallable Government Obligations acquired by the
Port pursuant to Section 9(a) 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 2016 Intermediate Lien Bonds
(including persons holding Series 2016 Intermediate Lien 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, of the Series 2016 Intermediate
Lien 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 2016 Intermediate
Lien Bonds to be insured pursuant to the Bond Insurance Commitment.
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Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure
one or more series, or certain principal maturities thereof, of Series 2016 Intermediate Lien
Bonds pursuant to the Bond Insurance Commitment.
Bond Purchase Contract means the Bond Purchase Contract for the Series 2016
Intermediate Lien Bonds, providing for the purchase of the Series 2016 Intermediate Lien Bonds
by the Underwriters and setting forth certain terms authorized to be approved by the Designated
Port Representative as provided in Section 15 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 2016 Intermediate Lien Bond or nominee
of such owner and the principal amount and number of Series 2016 Intermediate Lien 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 16 of this series resolution.
Costs of Issuance Agreement means the Costs of Issuance Agreement(s), if any, dated as
of the date of the closing and delivery of the Series 2016 Intermediate Lien Bonds between the
Port and the Escrow Agent to be executed in connection with paying the costs of issuance of the
Series 2016 Intermediate Lien 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
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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
2016 Intermediate Lien Bonds pursuant to Section 6 of this series resolution.
Escrow Agent means U.S. Bank National Association or such other 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 Series 2016 Intermediate Lien Bonds between the Port and the
Escrow Agent to be executed in connection with the 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 2016
Intermediate Lien 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.
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Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the
Commission adopted on June 14, 2005.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the United States Securities and
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.
Refunded Bonds mean the Refunding Candidates that are designated by the Chief
Executive Officer pursuant to Section 15 of this series resolution.
Refunding Candidates mean the outstanding intermediate lien revenue bonds and
revenue bonds of the Port as described on Exhibit A.
Registered Owner means the person named as the registered owner of a Series 2016
Intermediate Lien 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 2016
Intermediate Lien Bonds, maintaining the Bond Register and effecting transfer of ownership of
the Series 2016 Intermediate Lien 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 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
Savings Target means a dollar amount of debt service savings at least equal to four
percent (4.00%) of the principal amount of the Refunded Bonds.
Series 2016 Intermediate Lien Bonds mean the Port of Seattle Intermediate Lien
Revenue Refunding Bonds, Series 2016 (Non-AMT), or with such other appropriate description
and series designations as provided for by the Designated Port Representative, collectively,
authorized to be issued by Section 3 of this series resolution.
Series 2016 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. 3276, as amended; Resolution No. 3354, as amended; Resolution
No. 3456, as amended; Resolution No. 3544, as amended and Resolution No. 3598, as amended.
Surety Bond means the surety bond(s), if any, issued by the Surety Bond Issuer on the
date of issuance of the Series 2016 Intermediate Lien Bonds for the purpose of satisfying the
Series 2016 Reserve Account Deposit. There may be more than one Surety Bond.
Surety Bond Agreement means any Agreement(s) between the Port and the Surety Bond
Issuer with respect to the Surety Bond(s).
Surety Bond Issuer means any issuer(s) of the Surety Bond(s).
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Underwriters mean, collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated;
Barclays Capital Inc.; Citigroup Global Markets Inc.; Goldman Sachs & Co.; Drexel Hamilton,
LLC; and Siebert Brandford Shank & Co.
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," "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. The Refunding Candidates are callable in whole or in
part prior to their scheduled maturities and may be selected for refunding depending upon market
conditions. The final selection of the Refunding Candidates to be designated as Refunded Bonds
and to be refunded by the Series 2016 Intermediate Lien Bonds shall be made by the Chief
Executive Officer pursuant to the authority granted in Section 15 of this series resolution.
Section 3. Authorization of Series 2016 Intermediate Lien Bonds. The Port is
authorized to issue the Series 2016 Intermediate Lien Bondsfor the purpose of refunding all or a
portion of the Refunding Candidates. The proceeds of the Series 2016 Intermediate Lien Bonds
shall be used for the purposes of (a) providing the funds necessary to refund the Refunded
Bonds, (b) making the Series 2016 Reserve Account Deposit, if any, to the Intermediate Lien
Reserve Account or purchasing a Surety Bond therefor; and (c) paying all or a portion of the
costs incidental to the foregoing and to the issuance of the Series 2016 Intermediate Lien Bonds.
The aggregate principal amount of the Series 2016 Intermediate Lien Bonds to be issued
under this series resolution shall not exceed $130,000,000 and shall be determined by the Chief
Executive Officer, pursuant to the authority granted in Section 15 of this series resolution.
Section 4. Series 2016 Intermediate Lien Bond Details.
(a) Series 2016 Intermediate Lien Bonds. The Series 2016 Intermediate Lien Bonds
shall issued in one or more series, shall be designated as "Port of Seattle Intermediate Lien
Revenue Refunding Bonds, Series 2016," with such description and additional designations for
each series for identification purposes as may be approved by the Designated Port
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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 2016 Intermediate Lien Bonds of each series shall bear interest from their
date of delivery to the Underwriters until the Series 2016 Intermediate Lien 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 15 of this series resolution.
(b) Limited Obligations. The Series 2016 Intermediate Lien Bonds shall be
obligations only of the Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account
created under the Intermediate Lien Master Resolution and shall be payable and secured as
provided in the Intermediate Lien Master Resolution and this series resolution. The Series 2016
Intermediate Lien Bonds do not constitute an indebtedness of the Port within the meaning of the
constitutional provisions and limitations of the State of Washington.
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Section 5. Redemption and Purchase.
(a) Optional Redemption. The Series 2016 Intermediate Lien 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 15 of this series resolution.
(b) Mandatory Redemption. The Series 2016 Intermediate Lien 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 15 of this series resolution.
(c) Purchase of Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds offered to the Port at any price
deemed reasonable to the Designated Port Representative.
(d) Selection of Series 2016 Intermediate Lien Bonds for Redemption. If Series 2016
Intermediate Lien Bonds are called for optional redemption, the series and maturities of such
Series 2016 Intermediate Lien Bonds to be redeemed shall be selected by the Port. If any Series
2016 Intermediate Lien Bonds to be redeemed (optional or mandatory) then are held in
book-entry-only form, the selection of such Series 2016 Intermediate Lien Bonds to be redeemed
within a maturity shall be made in accordance with the operational arrangements then in effect at
DTC (or at a substitute depository, if applicable). If the Series 2016 Intermediate Lien Bonds to
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be redeemed are no longer held in book-entry-only form, the selection of such Series 2016
Intermediate Lien 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 2016 Intermediate Lien Bonds having the
same maturity date within a series, the particular Series 2016 Intermediate Lien Bonds or
portions of Series 2016 Intermediate Lien Bonds to be redeemed within the series and maturity
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 2016 Intermediate Lien Bonds within a series and
maturity of a denomination greater than $5,000, the Port and Registrar shall treat each Series
2016 Intermediate Lien Bond of the applicable series and maturity as representing such number
of separate Series 2016 Intermediate Lien Bonds each of the denomination of $5,000 as is
obtained by dividing the actual principal amount of such Series 2016 Intermediate Lien Bonds of
the applicable series and maturity by $5,000. In the event that only a portion of the principal
amount of a Series 2016 Intermediate Lien Bond is redeemed, upon surrender of such Series
2016 Intermediate Lien 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 2016 Intermediate Lien Bond or, at the option of the Registered Owner,
a Series 2016 Intermediate Lien Bond of like series, maturity and interest rate in any of the
denominations herein authorized.
(e) Notice of Redemption. Written notice of any redemption of Series 2016
Intermediate Lien Bonds prior to maturity shall be given by the Registrar on behalf of the Port by
first class mail, postage prepaid, not less than 20 days nor more than 60 days before the date
fixed for redemption to the Registered Owners of Series 2016 Intermediate Lien Bonds that are
to be redeemed at their last addresses shown on the Bond Register. This requirement shall be
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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 2016 Intermediate Lien Bonds are in book-entry only form, notice
of redemption shall be given to Beneficial Owners of Series 2016 Intermediate Lien 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) prepared and given by the Registrar to Registered Owners of Series 2016
Intermediate Lien Bonds shall contain the following information: (1) the date fixed for
redemption, (2) the redemption price, (3) if fewer than all outstanding Series 2016 Intermediate
Lien Bonds of a series are to be redeemed, the identification by maturity and series (and, in the
case of partial redemption, the principal amounts) of the Series 2016 Intermediate Lien Bonds to
be redeemed, (4) whether, in the case of optional redemption, the notice of redemption is
conditional and, if conditional, the conditions to redemption, (5) that (unless the notice of
optional redemption is a conditional notice, in which case the notice shall state that such Series
2016 Intermediate Lien 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 2016 Intermediate Lien Bonds and if any other
condition is satisfied) on the date fixed for redemption the redemption price will become due and
payable upon each Series 2016 Intermediate Lien Bond or portion called for redemption, and
that, unless a conditional notice of optional redemption has been revoked, 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 2016 Intermediate Lien Bonds and if any other
condition is satisfied, (6) that the Series 2016 Intermediate Lien Bonds are to be surrendered for
payment at the principal office of the Registrar, (7) the CUSIP numbers of all Series 2016
Intermediate Lien Bonds being redeemed, (8) the dated date of the Series 2016 Intermediate Lien
Bonds being redeemed, (9) the rate of interest for each Series 2016 Intermediate Lien Bond
being redeemed, (10) the date of the notice, and (11) any other information deemed necessary by
the Registrar to identify the Series 2016 Intermediate Lien Bonds being redeemed.
Upon the payment of the redemption price of Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds
being redeemed with the proceeds of such check or other transfer.
(f) Effect of Redemption. Unless the Port has revoked a conditional notice of
optional redemption (or unless the Port provided a conditional notice of optional redemption and
the conditions for the optional redemption set forth therein are not satisfied), the Series 2016
Intermediate Lien Bonds to be redeemed shall become due and payable on 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 for such purpose, will be sufficient to redeem, on the date fixed for
redemption, all of the Series 2016 Intermediate Lien Bonds to be redeemed. If and to the extent
that funds have been provided to the Registrar for the redemption of Series 2016 Intermediate
Lien Bonds, then from and after the date fixed for redemption for such Series 2016 Intermediate
Lien Bond or portion thereof, interest on each such Series 2016 Intermediate Lien Bond shall
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cease to accrue and such Series 2016 Intermediate Lien Bond or portion thereof shall cease to be
Outstanding.
(g) Amendment of Notice Provisions. The foregoing notice provisions of this section,
including but not limited to the information to be included in redemption notices and the persons
designated to receive notices, may be amended by additions, deletions and changes to maintain
compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 6. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby specifies and adopts the system of
registration and transfer for the Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds,
maintaining the Bond Register and effecting transfer of ownership of the Series 2016
Intermediate Lien 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
2016 Intermediate Lien 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 2016 Intermediate Lien
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Bonds transferred or exchanged in accordance with the provisions of such Series 2016
Intermediate Lien 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 2016 Intermediate Lien Bonds.
(b) Registered Ownership. Except as provided in Section 6(c) or the Continuing
Disclosure Undertaking authorized pursuant to Section 16 of this series resolution, the Port and
the Registrar may deem and treat the Registered Owner of each Series 2016 Intermediate Lien
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 2016 Intermediate Lien Bond
shall be made only as described in subsection (h) of this Section 6, but the transfer of such Series
2016 Intermediate Lien Bond may be registered as herein provided. All such payments made as
described in subsection (h) of this Section 6 shall be valid and shall satisfy the liability of the
Port upon such Series 2016 Intermediate Lien Bond to the extent of the amount or amounts so
paid.
(c) DTC Acceptance/Letter of Representations. The Series 2016 Intermediate Lien
Bonds shall initially be held in fully immobilized form by DTC acting as depository. To induce
DTC to accept the Series 2016 Intermediate Lien 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 2016
Intermediate Lien 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
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interest on Series 2016 Intermediate Lien 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 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds are held in fully immobilized form,
DTC or its successor depository shall be deemed to be the owner and Registered Owner for all
purposes, and all references in this series resolution to the Registered Owners shall mean DTC
(or any successor or alternate depository) or its nominee and shall not mean the owners of any
beneficial interest in any Series 2016 Intermediate Lien Bonds. Notwithstanding the foregoing,
if a Bond Insurance Policy is issued for any series or maturity of the Series 2016 Intermediate
Lien 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 of Depository.
(1) The Series 2016 Intermediate Lien Bonds shall be registered initially in
the name of CEDE & Co., as nominee of DTC, with a single Series 2016 Intermediate Lien 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
2016 Intermediate Lien Bonds, or any portions thereof, may not thereafter be transferred except
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(A) to any successor of DTC or its nominee, or to any other nominee requested by an authorized
representative of DTC, provided that any such successor shall be qualified under any applicable
laws to provide the service proposed to be provided by it; (B) to any substitute depository
appointed by the Port pursuant to subsection (2) below or such substitute depository's successor
or nominee; or (C) to any person as provided in subsection (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Port to discontinue the
system of book entry transfers through DTC or its successor (or any substitute depository or its
successor), the Port may appoint a substitute depository. Any such substitute depository shall be
qualified under any applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding Series 2016 Intermediate Lien Bonds,
together with a written request on behalf of the Port, issue a single new Series 2016 Intermediate
Lien 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.
(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 Port determines that it is in the best interest of the Beneficial Owners of the Series
2016 Intermediate Lien Bonds of any series that the Series 2016 Intermediate Lien Bonds of that
series be provided in certificated form, the ownership of such Series 2016 Intermediate Lien
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
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with a supply of definitive Series 2016 Intermediate Lien Bonds (of the appropriate series and
maturities) in certificated form, to issue Series 2016 Intermediate Lien Bonds in any authorized
denominations. Upon receipt by the Registrar of all then outstanding Series 2016 Intermediate
Lien Bonds (of the appropriate series), together with a written request on behalf of the Port to the
Registrar, new Series 2016 Intermediate Lien 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 2016
Intermediate Lien Bonds; Change in Denominations. The transfer of any Series 2016
Intermediate Lien Bond may be registered and any Series 2016 Intermediate Lien Bond may be
exchanged, but no transfer of any Series 2016 Intermediate Lien Bond shall be valid unless the
Series 2016 Intermediate Lien Bond is surrendered to the Registrar with the assignment form
appearing on such Series 2016 Intermediate Lien Bond duly executed by the Registered Owner
or such Registered Owner's duly authorized agent in a manner satisfactory to the Registrar.
Upon such surrender, the Registrar shall cancel the surrendered Series 2016 Intermediate Lien
Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee, a
new Series 2016 Intermediate Lien Bond (or Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bond, in exchange for such surrendered and canceled Series 2016
Intermediate Lien Bond. Any Series 2016 Intermediate Lien Bond may be surrendered to the
Registrar, together with the assignment form appearing on such Series 2016 Intermediate Lien
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Bond duly executed, and exchanged, without charge, for an equal aggregate principal amount of
Series 2016 Intermediate Lien 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 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds, after the mailing of notice of the call for redemption of
such Series 2016 Intermediate Lien Bonds.
(f) Registrar's Ownership of Series 2016 Intermediate Lien Bonds. The Registrar
may become the Registered Owner of any Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds.
(g) Registration Covenant. The Port covenants that, until all Series 2016
Intermediate Lien 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 2016 Intermediate
Lien Bond that complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. The principal of, premium, if any, and interest on
the Series 2016 Intermediate Lien Bonds shall be payable in lawful money of the United States
of America. For so long as all Series 2016 Intermediate Lien Bonds are in fully immobilized
form with DTC, payments of principal, premium, if any, and interest shall be made as provided
in accordance with the operational arrangements of DTC described in the Letter of
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Representations. In the event that the Series 2016 Intermediate Lien Bonds are no longer in fully
immobilized form with DTC (or its successor or alternate depository), interest on the Series 2016
Intermediate Lien Bonds shall be paid by check mailed to the Registered Owners at the addresses
for such Registered Owners appearing on the Bond Register on the 15th day of the month
preceding the interest payment date, and principal and premium, if any, of the Series 2016
Intermediate Lien Bonds shall be payable by check upon presentation and surrender of such
Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds of a series,
interest on such Series 2016 Intermediate Lien Bonds will be paid thereafter by wire transfer on
the date due to an account with a bank located within the United States.
Section 7. Pledge of Available Intermediate Lien Revenues; Series 2016 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 2016 Intermediate Lien Bonds remain Outstanding to set aside and
pay into the Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money
in the Revenue Fund, on or prior to the respective dates the same become due (and if such
payment is made on the due date, such payment shall be made in immediately available funds):
(1) Such amounts as are required to pay the interest scheduled to become due
on Series 2016 Intermediate Lien Bonds; and
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(2) Such amounts with respect to Series 2016 Intermediate Lien Bonds as are
required (A) to pay maturing principal, (B) to make any required sinking fund payments, and
(C) to redeem Series 2016 Intermediate Lien 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 2016 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 2016 Intermediate Lien Bonds. Together with existing
reserve account balances in the Intermediate Lien Reserve Account, the Series 2016 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 2016 Reserve Account Deposit; provided that each Surety Bond meets the
qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is
hereby authorized to execute and deliver one or more Surety Bond Agreements with one or more
Surety Bond Issuers to effect the delivery of the Surety Bond(s).
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Section 8. Defeasance. In the event that money and/or noncallable Government
Obligations maturing or having guaranteed redemption prices at the option of the owner at such
time or times and bearing interest to be earned thereon in amounts (together with such money, if
any) sufficient to redeem and retire part or all of the Series 2016 Intermediate Lien Bonds in
accordance with their terms, are hereafter irrevocably delivered to the Registrar for payment of
such Series 2016 Intermediate Lien Bonds or set aside in a special account and pledged to effect
such redemption and retirement, and, if the Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds so provided for and
such Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds shall no longer be deemed to be Outstanding hereunder,
under the Intermediate Lien Master Resolution or under any resolution authorizing the issuance
of bonds or other indebtedness of the Port.
The Port shall provide notice of defeasance of any Series 2016 Intermediate Lien Bonds
to the Registered Owners of the Series 2016 Intermediate Lien 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 16 of this series resolution.
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Section 9. Refunding Procedures.
(a) Application of Series 2016 Intermediate Lien Bond Proceeds. The net proceeds
of the Series 2016 Intermediate Lien 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 Refunded
Bonds and/or shall be paid at the direction of the Treasurer to the Escrow Agent (if the
Designated Port Representative has determined that an escrow is necessary or desirable to effect
the defeasance of all or a portion of the Refunded Bonds).
(b) Defeasance of Refunded Bonds. Subject to and in accordance with the resolutions
authorizing the issuance of the Refunded Bonds, the net proceeds of the Series 2016 Intermediate
Lien Bonds so deposited shall be utilized immediately upon receipt thereof to pay and redeem
Refunded Bonds and/or or to purchase the Government Obligations specified by the Designated
Port Representative (the "Acquired Obligations") and to maintain such necessary beginning cash
balance to defease the Refunded Bonds and to discharge the other obligations of the Port relating
thereto under the resolutions authorizing their issuance, by providing for the payment of the
interest on the Refunded Bonds to the dates fixed for redemption and the redemption price (the
principal amount plus any premium required) on the dates fixed for redemption of the Refunded
Bonds. Subject to compliance with all conditions set forth in the respective resolutions
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
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remaining shall be transferred to the account designated by the Port and used for the purposes
specified by the Designated Port Representative.
(c) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such
amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of:
(1) the interest on the Refunded Bonds as such becomes due on and before the
dates fixed for redemption of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the dates fixed for
redemption of the Refunded Bonds.
(d) Authorizing Appointment of Escrow Agent and Verification Agent. The
Commission hereby authorizes and directs the Designated Port Representative (if the Designated
Port Representative determines that an escrow would be necessary or desirable to effect the
defeasance of 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 10. Redemption of Refunded Bonds. The Commi ssion hereby calls the
Refunded Bonds for redemption on the redemption dates specified by the Designated Port
Representative in accordance with the provisions of the resolutions 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 Series 2016 Intermediate Lien Bonds.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the closing and delivery of the Series 2016 Intermediate Lien Bonds.
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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 resolutions authorizing the issuance of such
Refunded Bonds and as described in the Escrow Agreement, if any. The Treasurer is authorized
and directed to provide whatever assistance is necessary to accomplish such redemption and the
giving of notice therefor. The costs of mailing of such notice shall be an expense of the Port.
The Port or the Escrow Agent 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 9(c) of this series resolution. All such sums shall be paid from the
moneys and the Acquired Obligations pursuant to the previous section of this series resolution,
and the income therefrom and proceeds thereof.
If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees,
compensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when
due. If an Escrow Agent is appointed, the Designated Port Representative is authorized and
directed to execute and deliver the Escrow Agreement to the Escrow Agent when the provisions
thereof have been fixed and determined for closing and delivery of the Series 2016 Intermediate
Lien 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 11. Tax Covenants.
(a) General. The Port covenants that it will not take or permit to be taken on its
behalf any action that would adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Series 2016 Intermediate Lien Bonds issued on a federally tax-
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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 such Series 2016 Intermediate
Lien 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 2016 Intermediate Lien Bonds
issued on a federally tax-exempt basis.
(b) No Bank Qualification. The Series 2016 Intermediate Lien Bonds shall not be
qualified tax-exempt obligations pursuant to Section 265(b) of the Code for investment by
financial institutions.
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2016 Intermediate Lien
Bonds. In case any Series 2016 Intermediate Lien Bond shall be lost, stolen, mutilated or
destroyed, the Registrar may execute and deliver a new Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bond was
actually lost, stolen or destroyed (including the presentation of a mutilated Series 2016
Intermediate Lien Bond) and of his/her ownership thereof, and upon furnishing the Port and the
Registrar with indemnity satisfactory to both.
Section 13. Form of Series 2016 Intermediate Lien Bonds and Registration Certificate.
The Series 2016 Intermediate Lien Bonds shall be in substantially the following form:
[DTC HEADING]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
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INTERMEDIATE LIEN REVENUE REFUNDING BOND
SERIES 2016 (Non-AMT)
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. 3722, as amended,
hereinafter collectively referred to as the "Bond Resolution"), the Principal Amount indicated
above and to pay interest thereon from the Intermediate Lien Bond Fund from the date of initial
delivery, or the most recent date to which interest has been paid or duly provided for or until
payment of this bond at the Interest Rate set forth above, payable semiannually on the first days
of each _______ and __________ beginning on ______ 1, 201____. 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 refund certain outstanding Port
obligations. [Simultaneously herewith, the Port is issuing _______ other series of revenue
bonds: its Revenue Refunding Bonds, Series 2016[A][B][C] [(Non-AMT)][(AMT)][(Taxable)]
in the principal amount of $_________].
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:
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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 hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port does hereby pledge and bind itself to set aside and pay into the Intermediate
Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien
Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution
to be paid into and maintained in said 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 WHEREOF, the Port of Seattle has caused this bond to be executed by the
manual or facsimile signatures of the President and Secretary of the Port Commission, and the
corporate seal of the Port to be impressed or a facsimile thereof imprinted hereon as of the
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____ day of __________, 2016.
PORT OF SEATTLE
By /s/
President, Port Commission
(SEAL)
ATTEST:
/s/
Secretary, Port Commission
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 2016 (Non-AMT) of the Port of
Seattle, dated ____________, 2016.
WASHINGTON STATE FISCAL AGENT, as
Registrar
By
Authorized Signer
* * * * * * * *
In the event any Series 2016 Intermediate Lien Bonds of a series are no longer in fully
immobilized form, the form of such Series 2016 Intermediate Lien Bonds may be modified to
conform to printing requirements and the terms of this series resolution.
Section 14. Execution. The Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds as shall bear thereon a Certificate of
Authentication in the form hereinbefore recited, manually executed by the Registrar, shall be
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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 2016 Intermediate Lien
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 2016
Intermediate Lien Bonds shall cease to be such officer or officers of the Port before the Series
2016 Intermediate Lien Bonds so signed shall have been authenticated or delivered by the
Registrar, or issued by the Port, such Series 2016 Intermediate Lien 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 2016 Intermediate Lien 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 2016 Intermediate
Lien Bond shall be the proper officers of the Port although on the original date of such Series
2016 Intermediate Lien Bond any such person shall not have been such officer.
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Section 15. Designation of Refunded Bonds; Sale of Series 2016 Intermediate Lien
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 refunded with the proceeds of the
Series 2016 Intermediate Lien 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 refunding of the Refunded Bonds, after payment of all costs of issuance of allocated to the
Series 2016 Intermediate Lien Bonds, is at least equal to the Savings Target.
(b) Series 2016 Intermediate Lien Bond Sale. The Series 2016 Intermediate Lien
Bonds shall be sold at negotiated sale to the Underwriters pursuant to the terms of the Bond
Purchase Contract. The Designated Port Representative is hereby authorized to negotiate terms
for the purchase of the Series 2016 Intermediate Lien Bonds and to execute the Bond Purchase
Contract, with such terms (including the designation of the Refunded Bonds) 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, final series designations, and with respect
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to each series, the final 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 2016 Intermediate Lien 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 final tax status, interest rates,
maturity dates, aggregate principal amount, principal amounts of each maturity and redemption
rights for the Series 2016 Intermediate Lien Bonds in the manner provided hereafter so long as
the aggregate principal amount of the Series 2016 Intermediate Lien Bonds does not exceed the
maximum principal amount set forth in Section 3 and so long as the Savings Target is met (as
described in subsection (a) of this Section 15).
In designating the Refunded Bonds and determining the number of series, final series
designations, final tax status of each series, interest rates, prices, maturity dates, aggregate
principal amount, principal maturities, redemption rights or provisions of the Series 2016
Intermediate Lien Bonds for approval, 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 2016 Intermediate Lien
Bonds, including, but not limited to, current financial market conditions and current interest rates
for obligations comparable in tenor and quality to the Series 2016 Intermediate Lien 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 designation,
final tax status of each series, interest rates, maturity dates, aggregate principal amount, principal
maturities and redemption rights set forth therein. Following the execution of the Bond Purchase
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Contract, the Chief Executive Officer or Designated Port Representative shall provide a report to
the Commission, describing the final terms of the Series 2016 Intermediate Lien 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 October 31, 2016.
If a Bond Purchase Contract for the Series 2016 Intermediate Lien Bonds has not been executed
by October 31, 2016, the authorization for the issuance of the Series 2016 Intermediate Lien
Bonds shall be rescinded, and the Series 2016 Intermediate Lien Bonds shall not be issued nor
their sale approved unless the Series 2016 Intermediate Lien Bonds shall have been re-authorized
by resolution of the Commission. The resolution reauthorizing the issuance and sale of the
Series 2016 Intermediate Lien 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 2016 Intermediate Lien
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 2016 Intermediate Lien Bonds to
the Underwriters thereof and further to execute all closing certificates and documents required to
effect the closing and delivery of the Series 2016 Intermediate Lien 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 2016 Intermediate Lien Bonds to the Underwriters and for the proper
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application and use of the proceeds of sale of the Series 2016 Intermediate Lien Bonds. In
furtherance of the foregoing, the Designated Port Representative is authorized to approve and
enter into agreements for the payment of costs of issuance, including Underwriters' discount, the
fees and expenses specified in the Bond Purchase Contract, including fees and expenses of
Underwriters and other retained services, including Bond Counsel, 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 Official Statement (and to approve, deem final
and deliver any Preliminary Official Statement) and any supplement thereto relating to the
issuance and sale of the Series 2016 Intermediate Lien Bonds and the distribution of the Series
2016 Intermediate Lien Bonds pursuant thereto with such changes, if any, as may be deemed by
him/her to be appropriate.
Section 16. 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 17. 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 2016 Intermediate
Lien 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
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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 18. 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 2016 Intermediate Lien Bonds, the Port will meet the conditions set forth in Section
5(c) of the Intermediate Lien Master Resolution and/or will deliver either:
(A) a certificate prepared as provided in the Intermediate Lien
Master Resolution and executed by the Designated Port Representative stating that Available
Intermediate Lien Revenues as First Adjusted during the Base Period were at least equal to
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 2016 Intermediate Lien Bonds shall constitute a lien
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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 19. 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 20. Effective Date. This series resolution shall be effective immediately upon
its adoption.
ADOPTED by the Port Commission of the Port of Seattle at a regular meeting thereof,
held this _______ day of _______________, 2016, and duly authenticated in open session by the
signatures of the commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
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EXHIBIT A
REFUNDING CANDIDATES
Port of Seattle Intermediate Lien Revenue Refunding Bonds, Series 2006 (Non-AMT)*
Maturity Dates
(February 1) Principal Amounts Interest Rates
2025 $ 18,270,000 5.000%
2026 19,205,000 5.000
2027 20,185,000 5.000
2028 21,220,000 5.000
2029 22,315,000 5.000
2030 23,430,000 4.750
* Callable at any time on and after February 1, 2016, 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.
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 3722 (the "Resolution"), is a true and
correct copy of a resolution of the Port, as finally adopted at a meeting of the Commission held
on the _______ day of _______________, 2016, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum of the Commission was present throughout the meeting and a legally sufficient number
of members of the Commission voted in the proper manner for the adoption of said Resolution;
that all other requirements and proceedings incident to the proper adoption of said Resolution
have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of __________,
2016.
Secretary
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