6a reso
ITEM NO: 6a_Reso_
DATE OF MEETING: February 24, 2015
PORT OF SEATTLE
______________________________________
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.
ADOPTED: _______, 2015
Prepared by:
K&L GATES LLP
Seattle, Washington
PORT OF SEATTLE
RESOLUTION NO. _____
TABLE OF CONTENTS*
Page
Section 1. Definitions............................................................................................................. 3
Section 2. Authorization and Description of Bonds .............................................................. 7
Section 3. Redemption ........................................................................................................... 8
Section 4. Registration, Exchange and Payments ................................................................ 11
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 of Bonds and Registration Certificate ....................................................... 18
Section 10. Execution ............................................................................................................ 21
Section 11. Ongoing Disclosure ............................................................................................ 22
Section 12. Sale of Bonds ...................................................................................................... 22
Section 13. Application of Bond Proceeds ............................................................................ 25
Section 14. Redemption of Refunded Bonds ......................................................................... 27
Section 15. Severability ......................................................................................................... 28
Section 16. Effective Date ..................................................................................................... 30
Exhibit I Form of Escrow Agreement
Exhibit II Form of Costs of Issuance Agreement
* This Table of Contents and the Cover Page are for convenience of reference 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 of the 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 of Washington; 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%
2016 2,900,000 5.00
2017 3,050,000 5.00
2018 3,205,000 5.00
2019 3,370,000 5.00
2020 3,545,000 5.00
2021 3,725,000 5.00
2022 3,920,000 5.00
2023 4,120,000 5.00
2025* 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 if in part, with maturities to be selected by the Port at the price of par, plus
accrued interest to the date fixed 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 of the bonds, interest rates, designations
of the bonds, principal maturities, redemption provisions, and the true interest cost of such 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;
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NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unl ess otherwise defined herein, the terms used in this
resolution shall have the following meanings:
Acquired Obligations means the Government Obligations acquired by the Port under the
terms of this resolution and the Escrow Agreement, if any, to effect the defeasance and refunding
of the 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 of a request for
payment from the State of Washington.
Agreement Bonds mean the Bonds issued for the purpose of funding all or part of the
Port's contributions under the Agreement.
Approved Bid means the winning bid submitted for a series of the 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 of this resolution.
Bond Register means the registration books maintained by the Registrar containing the
name and mailing address of the owner of each Bond or nominee of such 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.
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Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating 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 means the process by which the Bonds are sold through the public
solicitation of bids from underwriting firms.
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 Refunding Bonds between the Port and the Escrow
Agent to be executed in connection with paying the costs of issuance of the Refunding Bonds,
substantially in the form attached hereto 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 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 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 of the date
of the closing and delivery of the Refunding Bonds between the Port and the Escrow Agent to be
executed in connection with the refunding of the Refunded Bonds, substantially in the form
attached hereto as Exhibit I.
Federal Tax Certificate means the certificate of that name executed and delivered by the
Port at the time of issuance and delivery of the Bonds of a series.
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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 of Representations means the blanket issuer letter of representations from the Port
to DTC.
Official Notice of Sale means a notice of bond sale authorized to be given in Section 12
of this 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 of this 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 1, 2016.
Registered Owner means the person named as the registered owner of a Bond in the
Bond Register.
Registrar means, the fiscal agency of the State of Washington appointed by the Treasurer
for the purposes of registering and authenticating the Bonds, maintaining the Bond Register and
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effecting transfer of ownership of the Bonds. The term Registrar shall include any successor to
the fiscal agency, if any, 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 amended from time to time.
Savings Target means a dollar amount equal to at least four percent (4.0%) of the
outstanding principal of the 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 of Port funds.
2006 Bond Resolution means Resolution No. 3551, as amended, adopted by the
Commission on November 8, 2005 and authorizing the issuance of the 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
of a 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;
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(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 of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this 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 of Bonds.
(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 of the Refunding Candidates and to pay all or a portion of the allocable costs of issuance
(the "Refunding Bonds"). The Agreement Bonds and the Refunding Bonds may be combined
and sold as a single series of bonds (the "Bonds"). The Bonds shall be designated as the "Port of
Seattle, Limited Tax General Obligation and Refunding Bonds, 2015" with such additional
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designations for identification purposes as may be approved by the Designated Port
Representative at the time of marketing and sale of the Bonds of a series.
(b) Bond Terms. The Bonds shall be issued in the aggregate principal amount of not
to exceed $200,000,000; shall be dated as of the date of their delivery; shall be fully registered as
to both principal and interest; shall be in the denomination of $5,000 or any integral multiple
thereof within a series and maturity, 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 interest
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 in the principal
amounts, each 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
redemption as provided in the Official Notice of Sale 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
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relating to such series and as approved by the Designated Port Representative pursuant to
Section 12.
(c) Selection of Bonds for Redemption. The manner of selection of Bonds of each
series for redemption shall be set forth in the Official Statement relating to the issuance and sale
of the Bonds 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 notice, in the case of an 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 Owners 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-entry only form, notice of redemption shall be given to
beneficial owners of bonds to be redeemed in accordance with the operational arrangements then
in effect at DTC, 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 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) if fewer than all outstanding 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 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
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payable and 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 of Bonds) 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 are to be surrendered for payment at the principal office of the Registrar, (6) the
CUSIP numbers 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 (10) any
other information deemed necessary by the Registrar to identify the Bonds being redeemed.
Upon the payment of the 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 of such 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. If and 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 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 in order to
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maintain compliance with duly promulgated regulations and recommendations regarding notices
of redemption of municipal securities.
(g) Purchase. The Port reserves the right to purchase any of the Bonds offe red 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 of transfer
of Bonds at its principal corporate trust office. The Registrar may be removed at any time at the
option of the 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 behalf of the 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
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Registrar's powers and duties under this resolution. The Registrar shall be responsible for its
representations contained in the Certificate of Authentication on the Bonds.
(b) Registered Ownership. The Port and the Registrar, each in its discretion, may
deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes
(except as provided in an ongoing disclosure undertaking pursuant to Section 11 of this
resolution), and neither the Port nor the Registrar shall be affected by any notice to the contrary.
Payment of any 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 of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. 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 DTC
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
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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 beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not been 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 of Depository.
(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.
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(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding 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 the 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 of such Bonds may then be transferred to any persons or entities
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 of the 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 of Transfer of Ownership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
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,
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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 of the
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
act as member of, or in any other capacity with respect to, any committee formed to protect the
right of the Registered Owners of Bonds.
(g) Registration Covenant. The Port covenants that, until all of the Bonds have be en
surrendered and canceled, it will maintain a system for recording the ownership of the Bonds that
complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. 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 of twelve 30-day months. For so long as all
Bonds are in fully immobilized form, payments of principal and interest shall be made as
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provided 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 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 Bonds shall be payable by check upon
presentation and surrender of such 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 Bonds of a 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 of the 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 of principal of and
interest on the Bonds.
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The Port hereby further irrevocably covenants 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 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 of the 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, if necessary) sufficient to redeem and retire part or all of the 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
obligations 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, benefit or
security of this 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 of the Federal Tax Certificate.
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(b) No Designation under Section 265(b) of the Code. The Bonds are not "qualified
tax-exempt obligations" under Section 265(b)(3) of the Code for banks, thrift institutions and
other financial 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 above, 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
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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 of Representations (the "Letter of Representations") 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 of the State will act as
the registrar, authenticating agent and paying agent (the "Registrar"). Capitalized terms used in
this bond which are not specifically defined have the meanings given such terms in the
Resolution No. _____ of the 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 if in part, with maturities to be selected by the
Port at the price of par plus accrued interest to the date fixed for redemption][as described in the
Official Notice of Sale and Approved Bid for the bonds of this 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
______________ of the 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) 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 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 of the electors, in amounts sufficient (together with other legally available funds)
to pay the principal of and interest on the bonds of this issue as the same shall become due. The
full faith, credit and resources of the Port are irrevocably pledged for the annual levy and
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collection of such taxes and for the prompt payment of such principal and interest. The bonds of
this issue are general obligations of the Port. The pledge of tax 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 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, imprinted or otherwise reproduced hereon as of the
____ day of ________, 2015.
PORT OF SEATTLE
By /s/
President, Port Commission
[SEAL]
ATTEST:
/s/
Secretary, Port Commission
The Certificate of Authentication printed on the Bonds shall be substantially in the
following form:
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CERTIFICATE OF AUTHENTICATION
Date of Authentication: ____________________
This bond is one of the bonds described in the within mentioned Bond Resolution and is
one of the 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 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,
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 of Authentication shall be
conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and
delivered hereunder and are entitled to the benefits of this resolution.
In case either of the officers of the Port who shall have executed the Bonds shall cease to
be such officer or officers of the 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 of the Port.
Any Bond may also be signed and attested on behalf of the Port by such persons as at the actual
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date of execution of such Bond shall be the proper officers of the Port although at the original
date of such Bond any such person shall not have been such officer.
Section 11. Ongoing Disclosure. The Designated Port Representative is authorized
to, in his or her discretion, execute and deliver an agreement for ongoing disclosure providing for
an undertaking by the Port to assist the Underwriter(s) in complying with Rule 15c2-12
promulgated by the SEC.
Section 12. Sale of Bonds.
(a) Designation of Refunded Bonds. All or some of the Refunding Candidates, as
approved by the Designated Port Representative pursuant to the authority delegated in
Section 12(b), may be refunded with the proceeds of the Refunding Bonds authorized by this
resolution.
(b) Bond Sale. The Bonds shall be sold by Competitive Sale. Sealed bids will be
received by the Designated Port Representative or the Competitive Sale will be undertaken by
electronic means, in the manner and on such date and time as the Designated Port Representative
hereafter shall determine. The Designated Port Representative will approve the bid offering to
purchase the Bonds at the lowest true interest cost to the Port at such price as shall be determined
at the time of sale by the Designated Port Representative, plus accrued interest to the date of
delivery, on all the terms and conditions set out in the applicable Official Notice of Sale.
The 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 Designated Port Representative for a limited time
the authority with respect the Bonds of a series to select the Refunding Candidates for refunding,
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to combine the sale of the Refunding Bonds and Agreement Bonds as a single series, to approve
the series designations, the date of sale, final interest rates, maturity dates, aggregate principal
amount, principal amounts and prices of each maturity, redemption rights (provided that the
Bonds shall not be subject to optional redemption in less than five years from the date of issue),
and other terms and conditions of the Bonds. The Designated Port Representative is hereby
authorized to approve with respect to each series, the series designations, the date of sale, the
final interest rates, maturity dates, aggregate principal amount, principal amounts of each
maturity and redemption rights (provided that the Bonds shall not be subject to optional
redemption in less than five years from the date of issue) for the Bonds in the manner provided
hereafter (A) so long as the aggregate principal amount of the Bonds issued pursuant to this
resolution does not exceed $200,000,000, (B) so long as the true interest cost for the Bonds of a
series does not exceed 4.5% per annum; and (C) so long as the Savings Target is met with
respect to the Refunding Bonds.
All bids submitted for the purchase of Bonds of a series shall be as set forth in the
applicable Official Notice of Sale or otherwise as established by the Designated Port
Representative, which will be furnished upon request made to the Designated Port
Representative. Such bids may be accompanied by surety bond or a cashier's or certified check,
as a good faith deposit, made payable to the order of the Port. The Port reserves the right to
reject any and all bids and to waive any irregularity or informality in any bid.
Subject to the terms and conditions set forth in this section, the Designated Port
Representative is hereby authorized to accept an Approved Bid for each series. Following the
execution of an Official Notice of Sale and Approved Bid, the Designated Port Representative
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shall provide a report to the Commission, describing the final terms of the Bonds approved
pursuant to the authority delegated in this section.
The authority granted to the Designated Port Representative by this section shall expire
on August 31, 2015. If an Official Notice of Sale and Approved Bid for the Bonds of a series
has not been approved and/or executed within such period, the authorization for the issuance of
the Bonds of that series shall be rescinded, and the Bonds of that series shall not be issued nor
their sale approved unless such Bonds shall have been re-authorized by resolution of the
Commission. The resolution reauthorizing the issuance and sale of the Bonds may be in the
form of a new resolution repealing this resolution in whole or in part (only with respect to the
Bonds not issued) or may be in the form of an amendatory resolution approving a bond purchase
contract or establishing terms and conditions for the authority delegated under this section.
(c) Delivery; Documentation. Upon the adoption of this 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 Bonds to the
Underwriter(s) thereof and further to execute all closing certificates and documents required to
effect the closing and delivery of the Bonds in accordance with the terms of the Official Notice
of Sale and Approved Bid.
The Designated Port Representative is authorized to deem final and to approve for
purposes of the Rule, on behalf of the Port, any Preliminary Official Statement and Official
Statement and any supplement thereto relating to the issuance and sale of the Bonds and the
distribution of the Bonds pursuant thereto with such changes, if any, as may be deemed by
him/her to be appropriate.
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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 Bonds to the Underwriter(s) and for the proper application and use of the
proceeds of sale of the 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 Official Notice
of Sale and Approved Bid, including fees and expenses of Underwriters and other retained
services, including bond counsel, disclosure counsel, rating agencies, fiscal agency, Escrow
Agent, financial advisory services, escrow structuring services and other expenses customarily
incurred in connection with issuance and sale of bonds.
Section 13. Application of Bond Proceeds.
(a) Application of Agreement Bond Proceeds. The net proceeds of the Agreement
Bonds (exclusive of any amounts that may be designated by the Designated Port Representative
in a closing certificate to be allocated to pay costs of issuance), together with other available
funds of the Port in the amount specified by the Designated Port Representative, shall be held by
the Port and used at the direction of the Designated Port Representative for eligible Port
purposes, including payment of all or a portion of the Port's contributions pursuant to the
Agreement. The Treasurer shall invest the net proceeds of the Agreement Bonds until expended
in such obligations as may now or hereafter be permitted to port districts of the State of
Washington by law and that will mature prior to the date on which such money shall be needed.
Earnings on such investments, except as may be required to pay Rebatable Arbitrage pursuant to
the Federal Tax Certificate, may be used for Port purposes or transferred to the Bond Fund for
the uses and purposes therein provided.
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(b) Application of Refunding Bond Proceeds. The net proceeds of the Refunding
Bonds (exclusive of any amounts that may be designated by the Designated Port Representative
in a closing certificate to be allocated to pay costs of issuance), together with other available
funds of the Port in the amount specified by the Designated Port Representative, shall be held by
the Port and, at the direction of the Designated Port Representative, be placed into the escrow
account pursuant to the terms of the Escrow Agreement to effect a defeasance of the Refunded
Bonds.
(c) Defeasance of Refunded Bonds. If the Port determines to defease the Refunded
Bonds, the net proceeds of the Refunding Bonds so deposited shall, subject to and in accordance
with the 2006 Bond Resolution authorizing the issuance of the Refunded Bonds, 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 2006 Bond
Resolution, 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 2006 Bond Resolution, when the final transfers have been made for the
payment of such redemption price and interest on the Refunded Bonds, any balance then
remaining shall be transferred to the account designated by the Port and used for the purposes
specified by the Designated Port Representative.
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(d) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such
amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of:
(1) the interest on the Refunded Bonds as such becomes due on and before the
date fixed for redemption or maturity of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the date fixed for
redemption of the Refunded Bonds or the maturity value of the Refunded Bonds that are
defeased to maturity.
(e) Appointing an Escrow Agent and Authorizing a Verification Agent. The
Commission hereby approves the appointment of U.S. Bank National Association to act as
Escrow Agent for the Refunded Bonds (the "Escrow Agent"). The Commission hereby
authorizes and directs the Designated Port Representative to select a verification agent for some
or all of the Refunded Bonds.
Section 14. Redemption of Refunded Bonds. Conditioned upon the issuance, closing
and delivery of the Refunding Bonds, the Commission hereby calls the Refunded Bonds that are
eligible for redemption prior to maturity for redemption on the redemption date specified by the
Designated Port Representative in accordance with the provisions of the 2006 Bond Resolution
authorizing the issuance, redemption and retirement of the Refunded Bonds prior to their stated
maturities.
Said call for redemption of the Refunded Bonds shall be irrevocable after the closing and
delivery of the Refunding Bonds.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Refunding Bonds.
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If so appointed, the Escrow Agent shall be authorized and directed in the Escrow
Agreement to provide for the giving of irrevocable notice of the redemption of the Refunded
Bonds in accordance with the terms of 2006 Bond Resolution authorizing the issuance of the
Refunded Bonds and as described in the Escrow Agreement. The Treasurer is authorized and
directed to provide whatever assistance is necessary to accomplish such redemption and the
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 agency or agencies of the State of Washington, sums sufficient to pay, when
due, the payments specified in Section 13(d) of this resolution. All such sums shall be paid from
the moneys and the Acquired Obligations pursuant to the previous section of this resolution, and
the income therefrom and proceeds thereof.
The Port will cause all necessary and proper fees, compensation and expenses of the
Escrow Agent for the Refunded Bonds to be paid when due. The Designated Port Representative
is authorized and directed to execute and deliver the Escrow Agreement to the Escrow Agent
when the provisions thereof have been fixed and determined for closing and delivery of the
Refunding Bonds. The Escrow Agreement and Costs of Issuance Agreement, if any, shall be
substantially in the form of Exhibits I and II attached to this resolution and by this reference
hereby made a part of this resolution.
Section 15. Severability. If any one or more of the covenants or agreements provided
in this 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
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and agreements in this resolution and shall in no way affect the validity of the other provisions of
this resolution or of any Bonds.
[Signature Page follows]
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[Bond Resolution Signature Page]
Section 16. Effective Date. This resolution shall be effective immediately upon its
adoption.
ADOPTED by the Commission of the Port of Seattle at a meeting thereof, held this
_____ day of _____________, 2015, and duly authenticated in open session by the signatures of
the Commissioners present and voting in favor thereof.
PORT OF SEATTLE
Commissioners
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 _____ (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 ____________, 2015, 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
_______________, 2015.
Secretary
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EXHIBIT I
E S C R O WD E P O S I TA G R E E M E N T
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS, 2015
THIS ESCROW AGREEMENT, dated as of ___________, 2015 (herein, together with
any amendments or supplements hereto, called the "Agreement") is entered into by and between
THE PORT OF SEATTLE (herein called the "Port") and U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent (herein, together with any successor in such capacity, called
the "Escrow Agent"). The notice addresses of the Port and the Escrow Agent are shown on
Exhibit A attached hereto and made a part hereof.
WITNESSETH:
WHEREAS, the Port has issued and there presently remain outstanding the obligations
described in Exhibit B (the "Refunded Bonds"); and
WHEREAS, pursuant to Resolution No. ______ adopted on _______________, 2015
(the "Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation
and Refunding Bonds, 2015 (the "Bonds") for the purpose of providing funds to pay the costs of
defeasing and/or refunding the Refunded Bonds; and
WHEREAS, the Escrow Agent has reviewed this Agreement and the Bond Resolution,
and is willing to serve as Escrow Agent; and
WHEREAS, _____________, a firm of independent certified public accountants, has
prepared a verification report which is dated _____________, 2015 (the "Verification Report")
relating to the source and use of funds available to accomplish the defeasance and/or refunding
of the Refunded Bonds, the investment of such funds and the adequacy of such funds and
investments to provide for the payment of the debt service due on the Refunded Bonds; and
WHEREAS, pursuant to the Bond Resolution, certain Refunded Bonds have been
designated for redemption prior to their scheduled maturity dates and, after provision is made for
such redemption, such Refunded Bonds will come due in such years, bear interest at such rates,
and be payable at such times and in such amounts as are set forth in Exhibit C; and certain
Refunded Bonds have been designated for defeasance and shall be paid on their scheduled
maturity dates, and will come due in such years, bear interest at such rates, and be payable at
such times and in such amounts as are set forth in Exhibit C; and
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for
the payment of all principal of and interest on the Refunded Bonds when due, then the Refunded
Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
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WHEREAS, the Bonds have been duly authorized to be issued, sold, and delivered for
the purpose, in part, of obtaining the funds required to provide for the payment of the principal
of, interest on, and redemption premium (if any) on the Bonds when due as shown on Exhibit C;
and
WHEREAS, the Port desires that, concurrently with the delivery of the Bonds to the
purchasers, proceeds of the Bonds, together with certain other available funds of the Port, shall
be applied to purchase certain direct obligations of the United States of America hereinafter
defined as (the "Escrowed Securities") for deposit to the credit of the Refunding Account and to
establish a beginning cash balance (if needed) in the Refunding Account; and
[WHEREAS, simultaneously herewith, the Port [may enter][is entering] into a Costs of
Issuance Agreement with the Escrow Agent to provide for the payment of costs of issuance
relating to the Bonds;]
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure
the full and timely payment of principal of and interest on the Refunded Bonds, the Port and the
Escrow Agent mutually undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
Article 1. Definitions
Section 1.1. Definitions.
Unless the context clearly indicates otherwise, the following terms shall have the
meanings assigned to them below when they are used in this Agreement:
Escrow Account Deposits mean the cash deposits from proceeds of the Bonds and
contributions from the Port in the amount and all as described in Exhibit D.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D, or cash or other noncallable obligations substituted therefor pursuant to Section 4.2 of
this Agreement.
Government Obligations means direct, noncallable (a) United States Treasury
Obligations, (b) United States Treasury Obligations - State and Local Government Series,
(c) non-prepayable obligations which are unconditionally guaranteed as to full and timely
payment of principal and interest by the United States of America or (d) REFCORP debt
obligations unconditionally guaranteed by the United States.
Paying Agent means the fiscal agency of the State of Washington, as the paying agent for
the Refunded Bonds.
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Refunded Bonds mean the portion of the Port's outstanding Limited Tax General
Obligation Refunding Bonds, 2006 that are being refunded by the Bonds.
Refunding Account means the tax-exempt escrow account of that name established
pursuant to this Agreement for the purpose of defeasing and refunding the Refunded Bonds.
Section 1.2. Other Definitions.
The terms "Agreement," "Port," "Escrow Agent," "Bond Resolution," "Bonds", and
"Refunded Bonds," when they are used in this Agreement, shall have the meanings assigned to
them in the preamble to this Agreement.
Section 1.3. Interpretations.
The titles and headings of the articles and sections of this Agreement have been inserted
for convenience and reference only and are not to be considered a part hereof and shall not in any
way modify or restrict the terms hereof. This Agreement and all of the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the
intended purpose of providing for the refunding of the Refunded Bonds in accordance with
applicable law.
Article 2. Deposit of Funds and Escrowed Securities
Section 2.1. Deposits in the Refunding Account.
Concurrently with the sale and delivery of the Bonds the Port shall deposit, or cause to be
deposited, with the Escrow Agent, for deposit in the Refunding Account, the funds sufficient to
purchase the Escrowed Securities described in Exhibit D, and the Escrow Agent shall, upon the
receipt thereof, acknowledge such receipt to the Port in writing.
Article 3. Creation and Operation of Refunding Account
Section 3.1. Refunding Account.
The Escrow Agent is authorized and directed to create on its books a special trust account
and irrevocable escrow to be known as the Refunding Account. The Refunding Account shall be
established for the purpose of refunding the Refunded Bonds. The Escrow Agent agrees that
upon receipt it will deposit to the credit of the Refunding Account certain amounts described in
Exhibit D. Such deposits, all proceeds therefrom, and all cash balances on deposit therein
(a) shall be the property of the Refunding Account, (b) shall be applied only in strict conformity
with the terms and conditions of this Agreement, and (c) are hereby irrevocably pledged to the
payment of the principal of and interest on the Refunded Bonds, which payment shall be made
by timely transfers of such amounts at such times as are provided for in Section 3.2. When the
final transfers have been made for the payment of such principal of and interest on the Refunded
Bonds, any balance then remaining in the Refunding Account shall be transferred to the Port, and
the Escrow Agent shall thereupon be discharged from any further duties hereunder.
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Section 3.2. Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from
the cash balances on deposit in the Refunding Account, the amounts required to pay the principal
of the Refunded Bonds at their respective redemption dates and interest thereon to such
redemption dates in the amounts and at the times shown in Exhibit C.
Section 3.3. Sufficiency of Refunding Account.
The Port represents that the successive receipts of the principal of and interest on the
Escrowed Securities will assure that the cash balance on deposit in the Refunding Account will
be at all times sufficient to provide money for transfer to the Paying Agent at the times and in the
amounts required to pay the interest on the Refunded Bonds as such interest comes due and the
principal of the Refunded Bonds as the Refunded Bonds are paid on an optional redemption date
prior to maturity, all as more fully set forth in Exhibit E. If, for any reason, at any time, the cash
balances on deposit or scheduled to be on deposit in the Refunding Account shall be insufficient
to transfer the amounts required by the Paying Agent to make the payments set forth in
Section 3.2., the Port shall timely deposit in the Refunding Account, from any funds that are
lawfully available therefor, additional funds in the amounts required to make such payments.
Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow
Agent shall not in any manner be responsible for any insufficiency of funds in the Refunding
Account or the Port's failure to make additional deposits.
Section 3.4. Trust Fund.
The Escrow Agent shall hold at all times the Refunding Account, the Escrowed Securities
and all other assets of the Refunding Account, wholly segregated from all other funds and
securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or any
other assets of the Refunding Account to be commingled with any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the Refunding Account only as set
forth herein. The Escrowed Securities and other assets of the Refunding Account shall always be
maintained by the Escrow Agent as trust funds for the benefit of the owners of the Refunded
Bonds, and a special account shall at all times be maintained on the books of the Escrow Agent.
The amounts received by the Escrow Agent under this Agreement shall not be considered as a
banking deposit by the Port, and the Escrow Agent shall have no right to title with respect thereto
except as an Agent and Escrow Agent under the terms of this Agreement.
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Article 4. Limitation on Investments
Section 4.1. Investments.
Except for the initial investment in the Escrowed Securities, and except as provided in
Section 4.2, the Escrow Agent shall not have any power or duty to invest or reinvest any money
held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or
otherwise dispose of the Escrowed Securities.
Section 4.2. Substitution of Securities.
At the written request of the Port, and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall utilize cash balances in the Refunding Account, or sell, transfer,
otherwise dispose of or request the redemption of the Escrowed Securities and apply the
proceeds therefrom to purchase Refunded Bonds or noncallable Government Obligations. Any
such transaction may be effected by the Escrow Agent only if (a) the Escrow Agent shall have
received a written opinion from a firm of certified public accountants that such transaction will
not cause the amount of money and securities in the Refunding Account to be reduced below an
amount sufficient to provide for the full and timely payment of principal of and interest on all of
the remaining Refunded Bonds as they become due, taking into account any optional redemption
thereof exercised by the Port in connection with such transaction; and (b) the Escrow Agent shall
have received the unqualified written legal opinion of its bond counsel or tax counsel to the
effect that such transaction will not cause any of the Bonds or Refunded Bonds to be an
"arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended.
Article 5. Application of Cash Balances
Section 5.1. In General.
Except as provided in Section 2.1, 3.2 and 4.2 hereof, no withdrawals, transfers or
reinvestment shall be made of cash balances in the Refunding Account. Cash balances shall be
held by the Escrow Agent in United States currency as cash balances as shown on the books and
records of the Escrow Agent and, except as provided herein, shall not be reinvested by the
Escrow Agent; provided, however, a conversion to currency shall not be required (i) for so long
as the Escrow Agent's internal rate of return does not exceed 20%, or (ii) if the Escrow Agent's
internal rate of return exceeds 20%, the Escrow Agent receives a letter of instructions,
accompanied by the opinion of nationally recognized bond counsel, approving the assumed
reinvestment of such proceeds at such higher yield.
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Article 6. Redemption of Refunded Bonds
Section 6.1. Call for Redemption.
The Port hereby irrevocably calls for redemption those Refunded Bonds designated for
redemption on their earliest redemption dates, as shown in Appendix A attached hereto.
Section 6.2. Notice of Redemption/Notice of Defeasance.
The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption of
the Refunded Bonds to the Paying Agent for dissemination in accordance with the terms of
Resolution No. 3551, as amended, of the Port Commission of the Port and in substantially the
forms attached as and as described in Appendices A and B to the Paying Agent for distribution
as described therein. The notice of defeasance shall be given immediately following the
execution of this Agreement, and the notice of redemption shall be given in accordance with the
ordinance or resolution authorizing the Refunded Bonds. The Escrow Agent hereby certifies that
provision satisfactory and acceptable to the Escrow Agent has been made for the giving of notice
of redemption of the Refunded Bonds.
Article 7. Records and Reports
Section 7.1. Records.
The Escrow Agent will keep books of record and account in which complete and accurate
entries shall be made of all transactions relating to the receipts, disbursements, allocations and
application of the money and Escrowed Securities deposited to the Refunding Account and all
proceeds thereof, and such books shall be available for inspection during business hours and
after reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Escrow Agent annually shall prepare and
send to the Port a written report summarizing all transactions relating to the Refunding Account
during the preceding year, including, without limitation, credits to the Refunding Account as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Refunding Account for payments on the Refunded Bonds or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Refunding Account
as of the end of such period.
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Article 8. Concerning the Paying Agent and Escrow Agent
Section 8.1. Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter
into this Agreement and undertake the obligations and responsibilities imposed upon it herein,
and that it will carry out all of its obligations hereunder.
Section 8.2. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the principal of and
interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and
the cash balances from time to time on deposit in the Refunding Account. Notwithstanding any
provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever
for the insufficiency of funds from time to time in the Refunding Account or any failure of the
obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to
notify the Port promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the
statements of the Port and shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent.
It is the intention of the parties that the Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial liability in the performance of any of
its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the same shall have been through its
negligence or want of good faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Port with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Refunding Account
and to dispose of and deliver the same in accordance with this Agreement. If, however, the
Escrow Agent is called upon by the terms of this Agreement to determine the occurrence of any
event or contingency, the Escrow Agent shall be obligated, in making such determination, only
to exercise reasonable care and diligence, and in event of error in making such determination, the
Escrow Agent shall be liable only for its own misconduct or its negligence. In determining the
occurrence of any such event or contingency, the Escrow Agent may request from the Port or
any other person such reasonable additional evidence as the Escrow Agent in its discretion may
deem necessary to determine any fact relating to the occurrence of such event or contingency,
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and in this connection may make inquiries of, and consult with, among others, the Port at any
time.
Section 8.3. Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or successors should become
unable, through operation or law or otherwise, to act as Escrow Agent hereunder, or if its
property and affairs shall be taken under the control of any state or federal court or
administrative body because of insolvency or bankruptcy or for any other reason, a vacancy shall
forthwith exist in the office of Escrow Agent hereunder. In such event the Port, by appropriate
action, promptly shall appoint a successor Escrow Agent to fill such vacancy. If no successor
Escrow Agent shall have been appointed by the Port within 60 days, a successor may be
appointed by the owners of a majority in principal amount of the Refunded Bonds then
outstanding by an instrument or instruments in writing filed with the Port, signed by such owners
or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment of a successor
Escrow Agent shall be made pursuant to the foregoing provisions of this section within three
months after a vacancy shall have occurred, the owner of any Refunded Bond may apply to any
court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon,
after such notice, if any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States or any state, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000 and subject to the
supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Port and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent, subject to the
terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon
the request of any such successor Escrow Agent, the Port shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent
all such rights, powers and duties.
The obligations assumed by the Escrow Agent pursuant to this Agreement may be
transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this
Section 8.3 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the
Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by
the Escrow Agent pursuant to this Agreement have been duly transferred to such successor
Escrow Agent.
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Article 9. Miscellaneous
Section 9.1. Notice.
Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the Port or the Escrow Agent at the
address shown on Exhibit A attached hereto. The United States Post Office registered or
certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date
and fact of delivery. Any party hereto may change the address to which notices are to be
delivered by giving notice thereof to the other parties not less than ten days prior.
Section 9.2. Termination of Responsibilities.
Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow
Agent shall have no further obligations or responsibilities hereunder to the Port, the owners of
the Refunded Bonds or to any other person or persons in connection with this Agreement.
Section 9.3. Binding Agreement.
This Agreement shall be binding upon the Port and the Escrow Agent and their respective
successors and legal representatives, and shall inure solely to the benefit of the owners of the
Refunded Bonds, the Port, the Escrow Agent and their respective successors and legal
representatives.
Section 9.4. Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall
be construed as if such invalid or illegal or unenforceable provision had never been contained
herein.
Section 9.5. Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable laws of the State of Washington.
Section 9.6. Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Agreement.
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Section 9.7. Notice to Moody's and S&P.
In the event that this Agreement or any provision thereof is severed, amended or revoked,
the Port shall provide written notice of such severance, amendment or revocation to Moody's
Investors Service at 7 World Trade Center at 250 Greenwich Street, New York, New York,
10007, Attention: Public Finance Rating Desk/Refunded Bonds; and to Standard & Poor's
Rating Service, a Division of the McGraw Hill Companies, 55 Water Street, New York, New
York 10041, Attention: Public Finance Rating Desk/Refunded Bonds.
Section 9.8. Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or
omission in this Agreement. No amendment shall be effective unless the same shall be in
writing and signed by the parties thereto. No such amendment shall adversely affect the rights of
the holders of the Refunded Bonds. No such amendment shall be made without first receiving
written confirmation from the rating agencies (if any) that have rated the Refunded Bonds that
such administrative changes will not result in a withdrawal or reduction of its rating then
assigned to the Refunded Bonds. If this Agreement is amended, prior written notice and copies
of the proposed changes shall be given to the rating agencies that have rated the Refunded
Bonds.
EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial and Administrative Officer
U.S. BANK NATIONAL ASSOCIATION
Authorized Signer
Exhibit A - Addresses of the Port and the Escrow Agent
Exhibit B - Description of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Escrow Deposit
Exhibit E - Refunding Account Cash Flow
Appendix A - Notice of Redemption for the 2006 Bonds
Appendix B - Notice of Defeasance for the 2006 Bonds
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EXHIBIT A
Addresses of the Port and the Escrow Agent
Port: Port of Seattle
2711 Alaskan Way
Pier 69
Seattle, WA 98121
Attention: Daniel R. Thomas, Chief Financial and Administrative Officer
Escrow Agent: U.S. Bank National Association
Corporate Trust Services PD-WA-T7CT
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attention: Carolyn Morrison, Vice President
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EXHIBIT B
Description of the Refunded Bonds
(the "Refunded Bonds")
Port of Seattle
Limited Tax General Obligation Refunding Bonds, 2006
Maturity Year Principal Interest
(June 1) Amounts Rates
2016 $ 2,900,000 5.00%
2017 3,050,000 5.00
2018 3,205,000 5.00
2019 3,370,000 5.00
2020 3,545,000 5.00
2021 3,725,000 5.00
2022 3,920,000 5.00
2023 4,120,000 5.00
2025* 8,880,000 5.00
2027* 10,000,000 5.00
2029* 10,665,000 5.00
* Term Bonds
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EXHIBIT C
Schedule of Debt Service on Refunded Bonds
Principal/
Date Interest Redemption Price Total
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EXHIBIT D
Escrow Deposit
I. Cash $_____
II. Other Obligations
Principal
Description Maturity Date Amount Interest Rate Total Cost
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EXHIBIT E
Refunding Account Cash Flow
Escrow Net Escrow Excess
Date Requirement Receipts Receipts Cash Balance
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APPENDIX A
Notice of Redemption*
Port of Seattle
Limited Tax General Obligation Refunding Bonds, 2006
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
June 1, 2015, its then outstanding Limited Tax General Obligation Refunding Bonds, 2006 (the
"Bonds").
The Bonds will be redeemed at a price of one hundred percent (100%) of their principal
amount, plus interest accrued to June 1, 2015. The redemption price of the Bonds is payable on
presentation and surrender of the Bonds at the office of:
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Ave E
St. Paul, MN 55107
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
June 1, 2015.
The following Bonds are being redeemed:
Maturity Years Principal Interest CUSIP
(June 1) Amounts Rates Numbers
2016 $ 2,900,000 5.00% 73537lKR6
2017 3,050,000 5.00 73537lKS4
2018 3,205,000 5.00 73537lKT2
2019 3,370,000 5.00 73537lKU9
2020 3,545,000 5.00 73537lKV7
2021 3,725,000 5.00 73537lKW5
2022 3,920,000 5.00 73537lKX3
2023 4,120,000 5.00 73537lKY1
2025* 8,880,000 5.00 73537lKZ8
2027* 10,000,000 5.00 73537lLA2
2029* 10,665,000 5.00 73537lLBO
* Term Bonds
* This notice shall be given not more than 60 nor less than 15 days prior to June 1, 2015 by first class mail to
each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to June 1,
2015 to The Depository Trust Company of New York, New York; First Albany Capital; Fitch Ratings, Moody's
Investors Service, Standard & Poor's and to the Municipal Securities Rulemaking Board.
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The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP
numbers selected, nor is any representation made as to their correctness indicated in the notice or
as printed on any Bond. They are included solely for the convenience of the holders.
By Order of Port of Seattle
U.S. Bank National Association, as Paying Agent
Dated: .
Withholding of 28% of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004
(the "Act") unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number) or exemption certificate of the payee. Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting your
Bonds.
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APPENDIX B
Notice of Defeasance*
Port of Seattle
Limited Tax General Obligation Refunding Bonds, 2006
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned
bonds with respect to which, pursuant to an Escrow Agreement dated _________, 2015, by and
between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow
Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and noncallable
direct obligations of the United States of America, the principal of and interest on which,
when due, will provide money sufficient to pay each year, to and including the respective
maturity or redemption dates of such bonds so provided for, the principal thereof and interest
thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemed to be no longer
outstanding pursuant to the provisions of Resolution No. 3551, as amended, of the Port,
authorizing the issuance of the Defeased Bonds, but will be paid by application of the assets of
such escrow account.
The Defeased Bonds are described as follows:
Port of Seattle
Limited Tax General Obligation Refunding Bonds, 2006
(Dated January 5, 2006)
Maturity Years Principal Interest CUSIP
(June 1) Amounts Rates Numbers
2016 $ 2,900,000 5.00% 73537lKR6
2017 3,050,000 5.00 73537lKS4
2018 3,205,000 5.00 73537lKT2
2019 3,370,000 5.00 73537lKU9
2020 3,545,000 5.00 73537lKV7
2021 3,725,000 5.00 73537lKW5
2022 3,920,000 5.00 73537lKX3
2023 4,120,000 5.00 73537lKY1
2025* 8,880,000 5.00 73537lKZ8
2027* 10,000,000 5.00 73537lLA2
2029* 10,665,000 5.00 73537lLBO
* Term Bonds
Information for Individual Registered Owner
* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.
In addition notice shall be mailed to The Depository Trust Company of New York, New York; First Albany Capital;
Fitch Ratings, Moody's Investors Service, Standard & Poor's, and to the Municipal Securities Rulemaking Board.
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The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_______.
Dated: ____________, 2015.
U.S. Bank National Association, as Escrow Agent
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EXHIBIT II
C O S T SO FI S S U A N C EA G R E E M E N T
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS, 2015
THIS COSTS OF ISSUANCE AGREEMENT, dated as of _________, 2015 (herein,
together with any amendments or supplements hereto, called the "Agreement"), is entered into
by and between the PORT OF SEATTLE, (herein called the "Port") and U.S. BANK
NATIONAL ASSOCIATION, as Escrow Agent (herein, together with any successor in such
capacity, called the "Escrow Agent").
WITNESSETH:
WHEREAS, pursuant to Resolution No. _______ adopted on ___________, 2015 (the
"Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation and
Refunding Bonds, 2015 (the "Bonds") for the purpose in part of providing funds to pay the costs
of refunding certain outstanding bonds of the Port; and
WHEREAS, simultaneously herewith, the Port is entering into an Escrow Deposit
Agreement, dated _______________, 2015 under which the Escrow Agent will hold invested
proceeds of the Bonds in order to pay and redeem the refunded bonds under the terms set forth
therein; and
WHEREAS, certain proceeds of the Bonds will be delivered to the Escrow Agent on the
date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the
Bonds; and
WHEREAS, the Escrow Agent has agreed, without additional compensation to disburse
the Bond proceeds received to pay costs of issuance under the terms of this Agreement;
Section 1. Deposit in the Costs of Issuance Fund.
The Escrow Agent has created on its books a special trust fund and escrow fund to be
known as the Costs of Issuance Fund. The Escrow Agent agrees that upon receipt it will deposit
to the credit of the Costs of Issuance Fund the sum of $_______ to pay those costs of issuance
set forth on Exhibit A. Such deposit, all proceeds therefrom, and all cash balances on deposit
therein shall be the property of the Costs of Issuance Fund to pay those costs of issuance set forth
on Exhibit A upon receipt of invoices. If any of the $________ deposit allocated for costs of
issuance for the Bonds remains unspent on ________, 201_, the Escrow Agent shall transfer
such unspent amount to the Port, and this Agreement shall be deemed fully performed and
terminated.
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Section 2. Investments.
The Escrow Agent shall not have any power or duty to invest or reinvest any money held
hereunder.
Section 3. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the costs of
issuance identified herein shall be limited to the proceeds of the Bonds delivered to the Escrow
Agent.
Section 4. Compensation.
The Port shall pay to the Escrow Agent fees for performing the services hereunder and
under the Escrow Agreement for the expenses incurred or to be incurred by the Escrow Agent in
the administration of this Agreement and the Escrow Agreement pursuant to the terms of the Fee
Schedule attached as Exhibit B. The Escrow Agent hereby agrees that in no event shall it ever
assert any claim or lien against funds held under the Escrow Agreement for any fees for its
services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for
reimbursement for any of its expenses as Escrow Agent or in any other capacity.
Section 5. Notice.
Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the Port and the Escrow Agent at the
address shown on Exhibit A to the Escrow Agreement.
Section 6. Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable laws of the state of Washington.
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EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial and Administrative Officer
U.S. BANK NATIONAL ASSOCIATION
Authorized Signer
Exhibit A - Costs of Issuance Schedule
Exhibit B - Fee Schedule
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EXHIBIT A
Costs of Issuance
Escrow Agent Fee (U.S. Bank National
Association) ....................................................... $
Bond Counsel Fee (K&L Gates LLP) ....................
Disclosure Counsel Fee (Pacifica Law Group
LLP) ........................................................................
Financial Advisor Fee (Piper Jaffray) ....................
[Verification Agent Fee (__________)] .................
Official Statement Printing/Distribution ................
Rating Agency Fees ([Moody's, S&P]) .................
Total: .................................................................. $
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EXHIBIT B
Fee Schedule
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