8d. Resolution 3787
Item No. 8d_reso
Meeting Date: May 11, 2021
SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3787
A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of revenue refunding bonds in one or more series
in the aggregate principal amount of not to exceed $60,000,000,
for the purpose of refunding certain outstanding revenue bonds of
the Port; setting forth certain bond terms and covenants; and
delegating authority to approve final terms and conditions and the
sale of the bonds.
ADOPTED: _______________, 2021
Prepared by:
K&L GATES LLP
Seattle, Washington
Port of Seattle
Resolution No. 3787
Table of Contents*
Page
Section 1. Definitions............................................................................................................. 4
Section 2. Plan of Finance ................................................................................................... 10
Section 3. Authorization of Series 2021 First Lien Bonds .................................................. 11
Section 4. Series 2021 First Lien Bond Details ................................................................... 11
Section 5. Redemption and Purchase ................................................................................... 12
Section 6. Registration, Exchange and Payments ................................................................ 16
Section 7. Series 2021 Bond Fund and Designation as Covered Bonds .............................. 22
Section 8. Defeasance .......................................................................................................... 24
Section 9 Refunding Procedures ......................................................................................... 25
Section 10. Redemption of Refunded Bonds ......................................................................... 27
Section 11. Tax Covenants .................................................................................................... 28
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2021 First Lien Bonds .................. 28
Section 13. Form of Series 2021 First Lien Bonds and Registration Certificate ................... 29
Section 14. Execution ............................................................................................................ 32
Section 15. Additional Covenant; Defaults and Remedies .................................................... 33
Section 16. Designation of Refunded Bonds; Sale of Series 2021 First Lien Bonds ............ 34
Section 17. Compliance with Parity Conditions .................................................................... 37
Section 18. Undertaking to Provide Ongoing Disclosure ...................................................... 38
Section 19. Bond Insurance ................................................................................................... 38
Section 20. Resolution and Laws a Contract with the Series 2021 First Lien Bond
Owners ................................................................................................................ 39
Section 21. Severability ......................................................................................................... 39
Section 22. Effective Date ..................................................................................................... 39
Exhibit A Refunding Candidates
* This Table of Contents and the cover page are for convenience of reference and are not
intended to be a part of this series resolution.
504151333.1
RESOLUTION NO. 3787
A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of revenue refunding bonds in one or more series
in the aggregate principal amount of not to exceed $60,000,000,
for the purpose of refunding certain outstanding revenue bonds of
the Port; setting forth certain bond terms and covenants; and
delegating authority to approve final terms and conditions and the
sale of the bonds.
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3059, as amended, of the Commission adopted on February 2, 1990,
and as amended and restated by Resolution No. 3577 of the Commission adopted on
February 27, 2007 (collectively, the "Master Resolution"), each series being payable from the
Net Revenues (as such term is defined in the Master Resolution); and
WHEREAS, the Port currently has outstanding five series of first lien revenue bonds
pursuant to the Master Resolution, as follows:
Principal
Authorizing Date of Original Amount
Resolution Original Principal Outstanding Final
Number Issue Series Amount (05/02/2021) Maturity Date
3509 08/20/2003 (A) $ 190,470,000 $ 12,830,000 07/01/2021
3619 07/16/2009 (B-2) 22,000,326(1) 51,848,202(1) 05/01/2031
3653 12/13/2011 (B) 97,190,000 57,790,000(2) 09/01/2026
3721 08/02/2016 (B) 124,380,000 115,885,000 10/01/2032
3721 08/02/2016 (C) 6,180,000 5,475,000 10/01/2032
______________
(1) Series 2009B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted
interest of $29,847,876 through May 2, 2021.
(2) All or part of the Series 2011B Bonds are anticipated to be refunded pursuant to this resolution.
(the "Outstanding Parity Bonds"); and
WHEREAS, each of the resolutions authorizing the issuance of the Outstanding Parity
Bonds permits the Port to issue its revenue bonds having a lien on Net Revenues (as such term is
504151333.1
defined in the Master Resolution) subordinate to the lien thereon of the Outstanding Parity
Bonds; and
WHEREAS, the Port has authorized the issuance of revenue bonds subordinate to the lien
thereon of the Outstanding Parity Bonds in one or more series pursuant to Resolution No. 3540,
as amended, adopted on June 14, 2005 (the "Intermediate Lien Master Resolution"); and
WHEREAS, the Port currently has outstanding sixteen series of intermediate lien revenue
bonds pursuant to the Intermediate Lien Master Resolution, as follows:
Principal
Authorizing Date of Original Amount
Resolution Original Principal Outstanding Final
Number Issue Series Amount (05/02/2021) Maturity Date
3637 08/04/2010 (B) $ 221,315,000(1) $ 184,995,000(1) 06/01/2040
3637 08/04/2010 (C) 128,140,000(1) 48,400,000(1) 02/01/2024
3658 03/14/2012 (A) 342,555,000 302,555,000 08/01/2033
3658 03/14/2012 (B) 189,315,000 68,215,000 08/01/2024
3684 12/17/2013 139,105,000 127,155,000 07/01/2029
3709 08/06/2015 (A) 72,010,000 64,380,000 04/01/2040
3709 08/06/2015 (B) 284,440,000 164,155,000 03/01/2035
3709 08/06/2015 (C) 226,275,000 198,585,000 04/01/2040
3722 08/02/2016 99,095,000 99,095,000 02/01/2030
3735 08/22/2017 (A) 16,705,000 16,705,000 05/01/2028
3735 08/22/2017 (B) 264,925,000 217,405,000 05/01/2036
3735 08/22/2017 (C) 313,305,000 297,045,000 05/01/2042
3735 08/22/2017 (D) 93,230,000 64,900,000 05/01/2027
3749 06/21/2018 (A) 470,495,000 455,410,000 05/01/2043
3749 06/21/2018 (B) 85,145,000 68,340,000 05/01/2028
3758 08/07/2019 457,390,000 452,775,000 04/01/2044
______________
(1) Simultaneously with this issue, all or part of the Series 2010B Bonds and Series 2010C Bonds may be refunded
pursuant to the Intermediate Lien Master Resolution.
(the "Outstanding Intermediate Lien Bonds"); and
WHEREAS, the Master Resolution and the Intermediate Lien Master Resolution permit
the Port to issue its revenue bonds having a lien on Net Revenues (as such term is defined in the
-2-
504151333.1
Intermediate Lien Master Resolution) subordinate to the lien thereon of the Intermediate Lien
Bonds; and
WHEREAS, the Port currently has outstanding three series of subordinate lien revenue
bonds, as follows:
Principal
Authorizing Date of Original Amount
Resolution Original Principal Outstanding Final
Number Issue Series Amount (05/02/2021) Maturity Date
3238 03/26/1997 $ 108,830,000 $ 19,235,000 09/01/2022
3456(1) (CP) 250,000,000 48,470,000 06/01/2021
3598 06/17/2008 200,715,000 158,300,000 07/01/2033
______________
(1) As amended by Resolution No. 3777, adopted on September 22, 2020, authorizing increasing the principal
amount to $400,000,000 and extending the final maturity date to June 1, 2051.
(the "Outstanding Subordinate Lien Bonds"); and
WHEREAS, the Port has outstanding certain Outstanding Parity Bonds described on
Exhibit A attached hereto (the "Refunding Candidates") that may be defeased and/or refunded,
thereby saving on debt service, by a portion of the proceeds of the Series 2021 First Lien Bonds
authorized (and further defined) herein; and
WHEREAS, each of the resolutions authorizing the issuance of the Outstanding Parity
Bonds permits the Port to issue its revenue bonds having a lien on Net Revenues (as such term is
defined in the Master Resolution) on a parity with the lien thereon of the Outstanding Parity
Bonds upon compliance with certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to
the Executive Director of the Port to approve the designation of the bonds to be refunded, the
-3-
504151333.1
interest rates, maturity dates, redemption rights, interest payment dates, and principal amounts
under such terms and conditions as are approved by resolution; and
WHEREAS, it is necessary that the date, form, and maximum aggregate principal amount
for all bonds to be issued pursuant to this series resolution (hereinafter together defined as the
"Series 2021 First Lien Bonds"), that the determination of maturities, interest rates, redemption
rights and principal amount of each series, and that the lien thereof on the Net Revenues of the
Port be established as herein provided; and
WHEREAS, the Port has provided notice of and held a public hearing on the issuance of
the Series 2021 First Lien Bonds (hereinafter defined) pursuant to Section 147(f) of the Internal
Revenue Code, as amended; and
WHEREAS, it is deemed necessary and desirable that the Series 2021 First Lien Bonds
be sold pursuant to negotiated sale as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unless otherwise defined herein, the terms used in this series
resolution, including the preamble hereto, that are defined in the Master Resolution shall have
the meanings set forth in the Master Resolution. In addition, the following terms shall have the
following meanings in this series resolution:
Acquired Obligations mean the noncallable Government Obligations acquired by the
Port pursuant to Section 9(b) of this series resolution and the Escrow Agreement, if any, to effect
the defeasance and refunding of all or a portion of the Refunded Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Series 2021 First Lien Bonds
-4-
504151333.1
(including persons holding Series 2021 First Lien Bonds through nominees, depositories or other
intermediaries).
Bond Counsel means a firm of lawyers nationally recognized and accepted as bond
counsel and so employed by the Port for any purpose under this series resolution applicable to
the use of that term.
Bond Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to
insure one or more series, or certain principal maturities thereof, of the Series 2021 First Lien
Bonds.
Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any,
delivered by the Bond Insurer at the time of issuance and delivery of Series 2021 First Lien
Bonds to be insured pursuant to the Bond Insurance Commitment.
Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure
one or more series, or certain principal maturities thereof, of Series 2021 First Lien Bonds
pursuant to the Bond Insurance Commitment.
Bond Purchase Contract means the Bond Purchase Contract for the Series 2021 First
Lien Bonds, providing for the purchase of the Series 2021 First Lien Bonds by the Underwriters
and setting forth certain terms authorized to be approved by the Designated Port Representative
as provided in Section 16 of this series resolution.
Bond Register means the registration books maintained by the Registrar containing the
name and mailing address of the owner of each Series 2021 First Lien Bond or nominee of such
owner and the principal amount and number of Series 2021 First Lien Bonds held by each owner
or nominee.
-5-
504151333.1
Code means the Internal Revenue Code of 1986, as amended, together with
corresponding and applicable final, temporary or proposed regulations or revenue rulings issued
or amended with respect thereto by the U.S. Treasury Department or the Internal Revenue
Service, to the extent applicable to the Series 2021 First Lien Bonds.
Continuing Disclosure Undertaking means the undertaking for ongoing disclosure
executed by the Port pursuant to Section 18 of this series resolution.
Costs of Issuance Agreement means the agreement of that name, if any, to be entered
into by the Port and the Escrow Agent, providing for the payment of certain costs of issuance
with respect to the issuance of the Series 2021 First Lien Bonds.
Default has the meaning given such term in Section 15(b) of this series resolution.
Designated Port Representative, for purposes of this series resolution, means the
Executive Director of the Port or the Chief Financial Officer of the Port (or the successor in
function to such person(s)) or such other person as may be directed by resolution of the
Commission.
DTC means The Depository Trust Company, New York, New York, a limited purpose
trust company organized under the laws of the State of New York, as depository for the Series
2021 First Lien Bonds pursuant to Section 6 hereof.
Escrow Agent means U.S. Bank National Association or such other Escrow Agent for the
Refunded Bonds appointed by the Designated Port Representative pursuant to this series
resolution if the Designated Port Representative determines that an escrow will be necessary or
required to carry out the plan of refunding.
-6-
504151333.1
Escrow Agreement means the Escrow Deposit Agreement, if any, dated as of the date of
the closing and delivery of the Series 2021 First Lien Bonds between the Port and the Escrow
Agent to be executed in connection with the refunding of the Refunded Bonds.
Executive Director means the Executive Director of the Port, or any successor to the
functions of his office.
Federal Tax Certificate means the certificate(s) of that name executed and delivered by
the Designated Port Representative at the time of issuance and delivery of the Series 2021 First
Lien Bonds of a series that are issued on a federally tax-exempt basis.
Future Parity Bonds mean those revenue bonds or other revenue obligations that are
issued by the Port in the future as Parity Bonds.
Government Obligations has the meaning given to such term in RCW Chapter 39.53, as
amended from time to time.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
Master Resolution means Resolution No. 3059, as amended, of the Commission adopted
on February 2, 1990, and as amended and restated by Resolution No. 3577 of the Commission
adopted on February 27, 2007.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the United States Securities and
Exchange Commission, any information, reports or notices submitted to the MSRB in
compliance with the Rule are to be submitted through the MSRB's Electronic Municipal Market
Access system, currently located at www.emma.msrb.org.
-7-
504151333.1
Outstanding Parity Bonds mean the Port's outstanding revenue bonds identified in the
recitals to this series resolution.
Parity Bonds mean and include the Outstanding Parity Bonds, the Series 2021 First Lien
Bonds and any Future Parity Bonds and has the meaning ascribed to "Bonds" in the Master
Resolution.
Rating Category means the generic rating categories of a Rating Agency, without regard
to any refinement or gradation of such rating category by a numerical modifier or otherwise.
Record Date means the close of business on the 15th day prior to each day on which a
payment of interest on the Series 2021 First Lien Bonds is due and payable.
Refunded Bonds mean the Refunding Candidates that are designated by the Executive
Director pursuant to Section 16 of this series resolution.
Refunding Candidates mean the outstanding revenue bonds of the Port described on
Exhibit A.
Registered Owner means the person named as the registered owner of a Series 2021 First
Lien Bond in the Bond Register.
Registrar means the fiscal agent of the State of Washington, appointed by the Designated
Port Representative for the purposes of registering and authenticating the Series 2021 First Lien
Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2021
First Lien Bonds. The term Registrar shall include any successor to the fiscal agent, if any,
hereinafter appointed by the Designated Port Representative.
Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
-8-
504151333.1
Series 2021 Bond Fund means the Port of Seattle Revenue Bond Fund, Series 2021
created in the office of the Treasurer by Section 7(a) of this series resolution.
Series 2021 First Lien Bonds mean the Port of Seattle Revenue Refunding Bonds,
Series 2021 (AMT), or with such other appropriate description and series designations as
provided for by the Designated Port Representative, authorized to be issued by Section 3 of this
series resolution.
Subordinate Lien Bond Resolutions mean, collectively, Resolution No. 3238, as
amended, Resolution No. 3456, as amended, as further amended by Resolution No. 3777; and
Resolution No. 3598, as amended.
Surety Bond means one or more of the surety bond(s), if any, issued by the Surety Bond
Issuer on the date of issuance of the Series 2021 First Lien Bonds of a series for the purpose of
satisfying all or a portion of the Common Reserve Fund Requirement; provided that the Surety
Bond meets the requirements for "Qualified Insurance" at the time of issuance of the Surety
Bond. There may be more than one Surety Bond.
Surety Bond Agreement means any Agreement(s) between the Port and the Surety Bond
Issuer with respect to the Surety Bond(s).
Surety Bond Issuer or Surety Bond Issuers means the surety bond issuer(s), if any,
issuing a surety bond for the purpose of satisfying all or a portion of the Common Reserve Fund
Requirement. There may be more than one Surety Bond Issuer.
Underwriters mean, collectively, Barclays Capital Inc., BofA Securities, Inc.; J.P.
Morgan Securities LLC; Morgan Stanley & Co. LLC; Drexel Hamilton, LLC; and Siebert
Williams Shank & Co., LLC.
-9-
504151333.1
Rules of Interpretation. In this series resolution, unless the context otherwise
requires:
(a) The terms "hereby," "hereof," "hereto," "herein," "hereunder" and any similar
terms, as used in this series resolution, refer to this series resolution as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before the date of this series resolution;
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singular number shall mean and include
the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations, limited liability companies and other legal entities,
including public bodies, as well as natural persons;
(d) Any headings preceding the text of the several articles and sections of this series
resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this series resolution, nor shall they
affect its meaning, construction or effect;
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof; and
(f) Except as explicitly provided herein, whenever any consent or direction is
required to be given by the Port, such consent or direction shall be deemed given when given by
the Designated Port Representative.
Section 2. Plan of Finance. The Refunding Candidates may be defeased or are
callable in whole or in part prior to their scheduled maturities and may be selected for defeasance
-10-
504151333.1
and/or refunding depending upon market conditions. The final selection of the maturities, if any,
within the Refunding Candidates to be designated as Refunded Bonds and to be defeased and/or
be refunded by the Series 2021 First Lien Bonds shall be made by the Executive Director
pursuant to the authority granted in Section 16 of this series resolution.
Section 3. Authorization of Series 2021 First Lien Bonds. The Port shall issue the
Series 2021 First Lien Bonds for the purpose of refunding all or a portion of the Refunding
Candidates. The proceeds of the Series 2021 First Lien Bonds shall be used for the purposes of
providing the funds necessary to refund the Refunded Bonds, to make a deposit, if any, to the
Common Reserve Fund, or to purchase one or more Surety Bonds, and to pay all or a portion of
the costs incidental to the foregoing and to the issuance of the Series 2021 First Lien Bonds.
The aggregate principal amount of the Series 2021 First Lien Bonds to be issued under
this series resolution shall not exceed $60,000,000 and shall be determined by the Executive
Director, pursuant to the authority granted in Section 16 of this series resolution.
Section 4. Series 2021 First Lien Bond Details.
(a) Series 2021 First Lien Bonds. The Series 2021 First Lien Bonds shall be issued in
one or more series, shall be designated as "Port of Seattle Revenue Refunding Bonds,
Series 2021," with such description and additional designations for each series for identification
purposes as may be approved by the Designated Port Representative, shall be registered as to
both principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, shall be numbered separately in the manner and with any additional
designation as the Registrar deems necessary for purposes of identification, shall be dated their
date of delivery to the Underwriters, and shall be in the denomination of $5,000 each or any
integral multiple of $5,000 within a series and maturity, bearing interest as and at the rates set
-11-
504151333.1
forth in the Bond Purchase Contract and as approved by the Executive Director pursuant to
Section 16. The Series 2021 First Lien Bonds shall bear interest from their date of delivery to
the Underwriters until the Series 2021 First Lien Bonds bearing such interest have been paid or
their payment duly provided for, payable semiannually on the dates set forth in the Bond
Purchase Contact for each series and shall mature on the dates and in the principal amounts set
forth in the Bond Purchase Contract and as approved by the Executive Director pursuant to
Section 16 of this series resolution.
(b) Limited Obligations. The Series 2 021 First Lien Bonds shall be obligations only
of the Series 2021 Bond Fund and the Common Reserve Fund and shall be payable and secured
as provided in the Master Resolution and herein.
The Series 2021 First Lien Bonds do not constitute an indebtedness of the Port within the
meaning of the constitutional provisions and limitations of the State of Washington.
Section 5. Redemption and Purchase.
(a) Optional Redemption. One or more series and maturities of Series 2021 First
Lien Bonds may be subject to optional redemption on the dates, at the prices and under the terms
set forth in the Bond Purchase Contract relating to such series, all as approved by the Executive
Director pursuant to Section 16 of this series resolution.
(b) Mandatory Redemption. One or more Series 2021 First Lien Bonds may be
subject to mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract, all
as approved by the Executive Director pursuant to Section 16 of this series resolution.
(c) Purchase of Series 2021 First Lien Bonds for Retirement. The Port reserves the
right to use at any time any surplus Gross Revenue available after providing for the payments
required by paragraphs First through Fifth of Section 2(a) of the Master Resolution, including the
-12-
504151333.1
payments required by paragraphs First through Seventh of the priority for use of Gross Revenue
set forth in the Subordinate Lien Bond Resolutions, to purchase for retirement any of the
Series 2021 First Lien Bonds offered to the Port at any price deemed reasonable to the
Designated Port Representative.
(d) Selection of Series 2021 First Lien Bonds for Redemption. If Series 2021 First
Lien Bonds are called for optional redemption, the maturities of such Series 2021 First Lien
Bonds to be redeemed shall be selected by the Port. If any Series 2021 First Lien Bonds to be
redeemed (optional or mandatory) then are held in book entry only form, the selection of such
Series 2021 First Lien Bonds to be redeemed within a maturity shall be made in accordance with
the operational arrangements then in effect at DTC (or at a substitute depository, if applicable).
If the Series 2021 First Lien Bonds to be redeemed are no longer held in book entry only form,
the selection of such Series 2021 First Lien Bonds to be redeemed shall be made in the following
manner. If the Port redeems at any one time fewer than all of the Series 2021 First Lien Bonds
having the same maturity date within a series, the particular Series 2021 First Lien Bonds or
portions of Series 2021 First Lien Bonds to be redeemed within the series and maturity shall be
selected by lot (or in such other random manner determined by the Registrar) in increments of
$5,000. In the case of a Series 2021 First Lien Bonds within a maturity of a denomination
greater than $5,000, the Port and Registrar shall treat each Series 2021 First Lien Bonds of the
applicable maturity as representing such number of separate Series 2021 First Lien Bonds each
of the denomination of $5,000 as is obtained by dividing the actual principal amount of such
Series 2021 First Lien Bonds of the applicable maturity by $5,000. In the event that only a
portion of the principal amount of a Series 2021 First Lien Bond is redeemed, upon surrender of
such Series 2021 First Lien Bond at the principal office of the Registrar there shall be issued to
-13-
504151333.1
the Registered Owner, without charge therefor, for the then-unredeemed balance of the principal
amount thereof a Series 2021 First Lien Bond or, at the option of the Registered Owner, a
Series 2021 First Lien Bond of like maturity and interest rate in any of the denominations herein
authorized.
(e) Notice of Redemption. Written notice of any redemption of Series 2021 First Lien
Bonds prior to maturity shall be given by the Registrar on behalf of the Port by first class mail,
postage prepaid, not less than 20 days nor more than 60 days before the date fixed for
redemption to the Registered Owners of Series 2021 First Lien Bonds that are to be redeemed at
their last addresses shown on the Bond Register. This requirement shall be deemed complied
with when notice is mailed to the Registered Owners at their last addresses shown on the Bond
Register, whether or not such notice is actually received by the Registered Owners.
So long as the Series 2021 First Lien Bonds are in book-entry only form, notice of
redemption shall be given to Beneficial Owners of Series 2021 First Lien Bonds to be redeemed
in accordance with the operational arrangements then in effect at DTC (or its successor or
alternate depository), and neither the Port nor the Registrar shall be obligated or responsible to
confirm that any notice of redemption is, in fact, provided to Beneficial Owners.
Each notice of redemption (which notice in the case of optional redemption may be
conditional and/or may be rescinded at the option of the Port) prepared and given by the
Registrar to Registered Owners of Series 2021 First Lien Bonds shall contain the following
information: (1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all
outstanding Series 2021 First Lien Bonds of a series are to be redeemed, the identification by
maturity and series (and, in the case of partial redemption, the principal amounts) of the
Series 2021 First Lien Bonds to be redeemed, (4) whether, in the case of optional redemption,
-14-
504151333.1
the notice of redemption is conditional and, if conditional, the conditions to redemption, (5) that
(unless the conditions, if any, to redemption have not been satisfied or unless the notice of
redemption shall have been rescinded) such Series 2021 First Lien Bonds will become due and
payable and interest shall cease to accrue from the date fixed for redemption if and to the extent
in each case funds have been provided to the Registrar for the redemption of such Series 2021
First Lien Bonds on the date fixed for redemption the redemption price will become due and
payable upon each Series 2021 First Lien Bond or portion called for redemption, and that (unless
the conditions, if any, to redemption have not been satisfied or unless the notice of redemption
shall have been rescinded) interest shall cease to accrue from the date fixed for redemption if and
to the extent that funds have been provided to the Registrar for the redemption of such Series
2021 First Lien Bonds, (6) that the Series 2021 First Lien Bonds are to be surrendered for
payment at the principal office of the Registrar, (7) the CUSIP numbers of all Series 2021 First
Lien Bonds being redeemed, (8) the dated date of the Series 2021 First Lien Bonds being
redeemed, (9) the rate of interest for each Series 2021 First Lien Bond being redeemed, (10) the
date of the notice, and (11) any other information deemed necessary by the Registrar to identify
the Series 2021 First Lien Bonds being redeemed.
Upon the payment of the redemption price of Series 2021 First Lien Bonds being
redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP
number identifying, by issue, series, and maturity, the Series 2021 First Lien Bonds being
redeemed with the proceeds of such check or other transfer.
(f) Effect of Redemption. Unless the Port has rescinded a notice of optional
redemption (or unless the Port provided a conditional notice of optional redemption and the
conditions for the optional redemption set forth therein are not satisfied), the Series 2021 First
-15-
504151333.1
Lien Bonds to be redeemed shall become due and payable on the date fixed for redemption, the
Port shall transfer to the Registrar amounts that, in addition to other money, if any, held by the
Registrar for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of
the Series 2021 First Lien Bonds to be redeemed. If and to the extent that funds have been
provided to the Registrar for the redemption of Series 2021 First Lien Bonds, then from and after
the date fixed for redemption for such Series 2021 First Lien Bond or portion thereof, interest on
each such Series 2021 First Lien Bond shall cease to accrue and such Series 2021 First Lien
Bond or portion thereof shall cease to be Outstanding.
(g) Amendment of Notice Provisions. The foregoing notice provisions of this section,
including but not limited to the information to be included in redemption notices and the persons
designated to receive notices, may be amended by additions, deletions and changes to maintain
compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 6. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby specifies and adopts the system of
registration and transfer for the Series 2021 First Lien Bonds approved by the Washington State
Finance Committee, which utilizes the fiscal agent of the State of Washington, for the purposes
of registering and authenticating the Series 2021 First Lien Bonds, maintaining the Bond
Register and effecting transfer of ownership of the Series 2021 First Lien Bonds (the
"Registrar"). The Registrar shall keep, or cause to be kept, at its principal corporate trust office,
sufficient records for the registration and transfer of the Series 2021 First Lien Bonds (the "Bond
Register"), which shall be open to inspection by the Port. The Registrar may be removed at any
time at the option of the Designated Port Representative upon prior notice to the Registrar, DTC
-16-
504151333.1
(or its successor or alternate depository), each party entitled to receive notice pursuant to the
Continuing Disclosure Undertaking and a successor Registrar appointed by the Designated Port
Representative. No resignation or removal of the Registrar shall be effective until a successor
shall have been appointed and until the successor Registrar shall have accepted the duties of the
Registrar hereunder. The Registrar is authorized, on behalf of the Port, to authenticate and
deliver Series 2021 First Lien Bonds transferred or exchanged in accordance with the provisions
of such Series 2021 First Lien Bonds and this series resolution and to carry out all of the
Registrar's powers and duties under this series resolution. The Registrar shall be responsible for
its representations contained in the Certificate of Authentication on the Series 2021 First Lien
Bonds.
(b) Registered Ownership. Except as provided in Section 6(c) or the Continuing
Disclosure Undertaking authorized pursuant to Section 18 of this series resolution, the Port and
the Registrar may deem and treat the Registered Owner of each Series 2021 First Lien Bond as
the absolute owner for all purposes, and neither the Port nor the Registrar shall be affected by
any notice to the contrary. Payment of any such Series 2021 First Lien Bond shall be made only
as described in subsection (h) of this Section 6, but the transfer of such Series 2021 First Lien
Bond may be registered as herein provided. All such payments made as described in
subsection (h) of this Section 6 shall be valid and shall satisfy the liability of the Port upon such
Series 2021 First Lien Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Series 2021 First Lien Bonds
shall initially be held in fully immobilized form by DTC acting as depository. To induce DTC to
accept the Series 2021 First Lien Bonds as eligible for deposit at DTC, the Port has heretofore
executed and delivered to DTC the Letter of Representations.
-17-
504151333.1
Neither the Port nor the Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Series 2021 First
Lien Bonds for the accuracy of any records maintained by DTC (or any successor or alternate
depository) or any DTC participant, the payment by DTC (or any successor or alternate
depository) or any DTC participant of any amount in respect of the principal of or interest on
Series 2021 First Lien Bonds, any notice that is permitted or required to be given to Registered
Owners under this series resolution (except such notices as shall be required to be given by the
Port to the Registrar or, by the Registrar, to DTC (or any successor or alternate depository)), the
selection by DTC or by any DTC participant of any person to receive payment in the event of a
partial redemption of the Series 2021 First Lien Bonds, or any consent given or other action
taken by DTC (or any successor or alternate depository) as the Registered Owner. So long as
any Series 2021 First Lien Bonds are held in fully immobilized form hereunder, DTC or its
successor depository shall be deemed to be the owner and Registered Owner for all purposes,
and all references in this series resolution to the Registered Owners shall mean DTC (or any
successor or alternate depository) or its nominee and shall not mean the owners of any beneficial
interest in any Series 2021 First Lien Bonds. Notwithstanding the foregoing, if a Bond Insurance
Policy is issued for any series or maturity of the Series 2021 First Lien Bonds and so long as the
Bond Insurer is not in default under its Bond Insurance Policy, the Bond Insurer shall be deemed
to be the owner, Registered Owner, and holder of all bonds of that series or maturity for the
purpose of granting consents and exercising voting rights with respect thereto and for any other
purpose identified and specified in the Bond Insurance Commitment accepted by the Port as a
condition of issuance of the Bond Insurance Policy.
-18-
504151333.1
(d) Use of Depository.
(1) The Series 2021 First Lien Bonds shall be registered initially in the name
of CEDE & Co., as nominee of DTC, with a single Series 2021 First Lien Bond for each series
and maturity having the same interest rate in a denomination equal to the total principal amount
of such series and maturity. Registered ownership of such immobilized Series 2021 First Lien
Bonds, or any portions thereof, may not thereafter be transferred except (A) to any successor of
DTC or its nominee, or to any other nominee requested by an authorized representative of DTC,
provided that any such successor shall be qualified under any applicable laws to provide the
service proposed to be provided by it; (B) to any substitute depository appointed by the Port
pursuant to subsection (2) below or such substitute depository's successor or nominee; or (C) to
any person as provided in subsection (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its functions as depository or a determination by the Port to discontinue the
system of book entry transfers through DTC or its successor (or any substitute depository or its
successor), the Port may appoint a substitute depository. Any such substitute depository shall be
qualified under any applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding Series 2021 First Lien Bonds, together
with a written request on behalf of the Port, issue a single new Series 2021 First Lien Bond for
each series and maturity then outstanding, registered in the name of such successor or substitute
depository, or its nominee, all as specified in such written request of the Port.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
-19-
504151333.1
or (B) the Port determines that it is in the best interest of the Beneficial Owners of the
Series 2021 First Lien Bonds of any series that the Series 2021 First Lien Bonds of that series be
provided in certificated form, the ownership of such Series 2021 First Lien Bonds may then be
transferred to any person or entity as herein provided, and shall no longer be held in fully
immobilized form. The Port shall deliver a written request to the Registrar, together with a
supply of definitive Series 2021 First Lien Bonds (of the appropriate series and maturities) in
certificated form, to issue Series 2021 First Lien Bonds in any authorized denominations. Upon
receipt by the Registrar of all then outstanding Series 2021 First Lien Bonds (of the appropriate
series), together with a written request on behalf of the Port to the Registrar, new Series 2021
First Lien Bonds of such series shall be issued in the appropriate denominations and registered in
the names of such persons as are provided in such written request.
(e) Registration of the Transfer of Ownership or the Exchange of Series 2021 First
Lien Bonds; Change in Denominations. The transfer of any Series 2021 First Lien Bond may be
registered and any Series 2021 First Lien Bond may be exchanged, but no transfer of any Series
2021 First Lien Bond shall be valid unless the Series 2021 First Lien Bond is surrendered to the
Registrar with the assignment form appearing on such Series 2021 First Lien Bond duly executed
by the Registered Owner or such Registered Owner's duly authorized agent in a manner
satisfactory to the Registrar. Upon such surrender, the Registrar shall cancel the surrendered
Series 2021 First Lien Bond and shall authenticate and deliver, without charge to the Registered
Owner or transferee, a new Series 2021 First Lien Bond (or Series 2021 First Lien Bonds at the
option of the Registered Owner) of the same date, series, maturity and interest rate and for the
same aggregate principal amount in any authorized denomination, as and naming as Registered
Owner the person or persons listed as the assignee on the assignment form appearing on the
-20-
504151333.1
surrendered Series 2021 First Lien Bond, in exchange for such surrendered and canceled Series
2021 First Lien Bond. Any Series 2021 First Lien Bond may be surrendered to the Registrar,
together with the assignment form appearing on such Series 2021 First Lien Bond duly executed,
and exchanged, without charge, for an equal aggregate principal amount of Series 2021 First
Lien Bonds of the same date, series, maturity and interest rate, in any authorized denomination.
The Registrar shall not be obligated to register the transfer or exchange of any Series 2021 First
Lien Bond during a period beginning at the opening of business on the Record Date with respect
to an interest payment date and ending at the close of business on such interest payment date, or,
in the case of any proposed redemption of the Series 2021 First Lien Bonds, after the mailing of
notice of the call of such Series 2021 First Lien Bonds for redemption.
(f) Registrar's Ownership of Series 2021 First Lien Bonds. The Registrar may
become the Registered Owner of any Series 2021 First Lien Bond with the same rights it would
have if it were not the Registrar, and to the extent permitted by law, may act as depository for
and permit any of its officers or directors to act as member of, or in any other capacity with
respect to, any committee formed to protect the rights of the Registered Owners of the Series
2021 First Lien Bonds.
(g) Registration Covenant. The Port covenants that, until all Series 2021 First Lien
Bonds issued on a tax-exempt basis have been surrendered and canceled, it will maintain a
system for recording the ownership of each Series 2021 First Lien Bond that complies with the
provisions of Section 149 of the Code.
(h) Place and Medium of Payment. The principal of, premium, if any, and interest on
the Series 2021 First Lien Bonds shall be payable in lawful money of the United States of
America. Interest on the Series 2021 First Lien Bonds shall be calculated on the basis of a
-21-
504151333.1
360-day year and twelve 30-day months. For so long as all Series 2021 First Lien Bonds are in
fully immobilized form with DTC, payments of principal, premium, if any, and interest shall be
made as provided to the parties entitled to receive payment as of each Record Date in accordance
with the operational arrangements of DTC described in the Letter of Representations. In the
event that the Series 2021 First Lien Bonds are no longer in fully immobilized form with DTC
(or its successor or alternate depository), interest on the Series 2021 First Lien Bonds shall be
paid by check mailed to the Registered Owners at the addresses for such Registered Owners
appearing on the Bond Register as of the Record Date, and principal and premium, if any, of the
Series 2021 First Lien Bonds shall be payable by check upon presentation and surrender of such
Series 2021 First Lien Bonds by the Registered Owners at the principal office of the Registrar;
provided, however, that if so requested in writing prior to the opening of business on the Record
Date by the Registered Owner of at least $1,000,000 aggregate principal amount of Series 2021
First Lien Bonds, interest will be paid thereafter by wire transfer on the date due to an account
with a bank located within the United States.
Section 7. Series 2021 Bond Fund and Designation as Covered Bonds.
(a) Series 2021 Bond Fund. A special fund of the Port designated the "Port of Seattle
Revenue Bond Fund, Series 2021" (the "Series 2021 Bond Fund") is hereby authorized to be
created in the office of the Treasurer for the purpose of paying and securing the payment of the
Series 2021 First Lien Bonds. The Series 2021 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 of the
Series 2021 First Lien Bonds.
The Series 2021 First Lien Bonds shall be Covered Bonds and secured by the Common
Reserve Fund maintained pursuant to the Master Resolution. The Series 2021 First Lien Bonds
-22-
504151333.1
shall be obligations only of the Series 2021 Bond Fund and Common Reserve Fund and shall be
payable and secured as provided herein. The Series 2021 First Lien Bonds do not constitute an
indebtedness of the Port within the meaning of the constitutional and statutory provisions and
limitations of the laws of the State of Washington.
The Port hereby irrevocably obligates and binds itself for so long as any Series 2021 First
Lien Bonds remain Outstanding to set aside and pay into the Series 2021 Bond Fund from Net
Revenues or money in the Revenue Fund, on or prior to the respective dates on which the same
become due:
(1) such amounts as are required to pay the interest scheduled to
become due and redemption premium, if any, on Outstanding Series 2021 First Lien Bonds; and
(2) such amounts as are required to pay maturing principal or principal
being redeemed of Outstanding Series 2021 First Lien Bonds.
(b) Pledge and Lien. The Port does hereby pledge and bind itself to set aside from
Net Revenues, and to pay into the Series 2021 Bond Fund and the Common Reserve Fund the
various amounts required herein to be paid into and maintained in said Funds, all within the
times provided herein. Said amounts so pledged to be paid into the Series 2021 Bond Fund and
the Common Reserve Fund are hereby declared to be a prior lien and charge upon Gross
Revenues superior to all other charges of any kind or nature whatsoever, except for Operating
Expenses and except that the amounts so pledged are of equal lien to the lien and charge thereon
of the Outstanding Parity Bonds, and to any lien and charge thereon which may hereafter be
made to pay and secure the payment of the principal of, premium, if any, and interest on any
Future Parity Bonds.
-23-
504151333.1
(c) Use of Excess Money. Money in the Series 2021 Bond Fund not needed to pay
the interest or principal and interest next coming due on any Outstanding Series 2021 First Lien
Bonds or to maintain required reserves therefor may be used to purchase or redeem and retire
Series 2021 First Lien Bonds within the limitations provided herein, subject to the further
limitations set forth in the Federal Tax Certificate, and in Section 2 of the Master Resolution.
Money in the Series 2021 Bond Fund, and money in the Revenue Fund of the Port may be
invested in any investments legal for port districts and, with respect to the Series 2021 Bond
Fund, subject to the further limitations set forth in the Federal Tax Certificate with respect to
Series 2021 First Lien Bonds issued on a tax-exempt basis.
(d) Surety Bond Agreement. The Designated Port Representative may solicit bids
from surety bond issuers, and the Designated Port Representative is hereby authorized to select a
proposal and to execute the Surety Bond Agreement(s), which may include such covenants and
conditions as shall be approved by the Designated Port Representative.
Section 8. Defeasance. Except as otherwise set forth in the Bond Purchase Contract,
the Series 2021 First Lien Bonds shall be subject to defeasance as follows. In the event that
money and/or noncallable Government Obligations maturing or having guaranteed redemption
prices at the option of the owner thereof at such time or times and bearing interest to be earned
thereon in amounts (together with such money, if any) sufficient to redeem and retire part or all
of the Series 2021 First Lien Bonds in accordance with their terms, are hereafter irrevocably
delivered to the Registrar for payment of such Series 2021 First Lien Bonds or set aside in a
special account and pledged to effect such redemption and retirement, and, if the Series 2021
First Lien Bonds (or portion thereof) of such series are to be redeemed prior to maturity,
irrevocable notice, or irrevocable instructions to give notice of such redemption has been
-24-
504151333.1
delivered to the Registrar, then no further payments need be made into the Series 2021 Bond
Fund or any account therein for the payment of the principal of, premium, if any, and interest on
such Series 2021 First Lien Bonds (or portion thereof) so provided for and the Series 2021 First
Lien Bonds shall then cease to be entitled to any lien, benefit or security of the Master
Resolution or this series resolution, except the right to receive the funds so set aside and pledged
and such notices of redemption, if any, and such Series 2021 First Lien Bonds (or portion
thereof) shall no longer be deemed to be Outstanding hereunder, under the Master Resolution or
under any resolution authorizing the issuance of bonds or other indebtedness of the Port.
The Port shall provide notice of defeasance of any Series 2021 First Lien Bonds to the
Registered Owners of the Series 2021 First Lien Bonds being defeased, to the Bond Insurer, if
any, and to each party entitled to receive notice under the Continuing Disclosure Undertaking
authorized pursuant to Section 18 of this series resolution.
Section 9. Refunding Procedures.
(a) Application of Series 2021 First Lien Bond Proceeds. The net proceeds of the
Series 2021 First Lien Bonds (exclusive of the Underwriters' discount and any amounts that may
be designated by the Designated Port Representative in a closing certificate to be allocated to pay
costs of issuance or any Bond Insurance Policy premium and/or a Surety Bond premium, or to
satisfy a portion of the Common Reserve Fund Requirement, together with other available funds
of the Port in the amount specified by the Designated Port Representative, shall be utilized
immediately upon receipt thereof to pay and redeem the Refunded Bonds or shall be paid at the
direction of the Treasurer to the Escrow Agent (if the Designated Port Representative has
determined that an escrow is necessary or desirable to effect the defeasance of all or a portion of
the Refunded Bonds).
-25-
504151333.1
(b) Defeasance of Refunded Bonds. Subject to and in accordance with the resolutions
authorizing the issuance of the Refunded Bonds, the net proceeds of the Series 2021 First Lien
Bonds so deposited shall be utilized immediately upon receipt thereof to pay and redeem the
Refunded Bonds or to purchase the Government Obligations specified by the Designated Port
Representative (which obligations so purchased, are herein called "Acquired Obligations") and
to maintain such necessary beginning cash balance to defease the Refunded Bonds and to
discharge the other obligations of the Port relating thereto under the resolutions authorizing their
issuance, by providing for the payment of the interest on the Refunded Bonds to the dates fixed
for redemption and the redemption price (the principal amount plus any premium required) on
the redemption dates for the Refunded Bonds. Subject to compliance with all conditions set
forth in the respective resolutions authorizing the issuance of the Refunded Bonds, when the
final transfers have been made for the payment of such redemption price and interest on the
Refunded Bonds, any balance then remaining shall be transferred to the account designated by
the Port and used for the purposes specified by the Designated Port Representative.
(c) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such
amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of:
(1) the interest on the Refunded Bonds as such becomes due on and before the
dates fixed for redemption of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the dates fixed for
redemption of the Refunded Bonds.
(d) Authorizing Appointment of Escrow Agent and Verification Agent. The
Commission hereby authorizes and directs the Designated Port Representative (if the Designated
-26-
504151333.1
Port Representative determines that an escrow would be necessary or desirable to effect the
defeasance of all or a portion of the Refunded Bonds) to select a financial institution to act as the
escrow agent for all or a portion of the Refunded Bonds and also to select a verification agent for
some or all of the Refunded Bonds.
Section 10. Redemption of Refunded Bonds. The Commission hereby calls the
Refunded Bonds for redemption on the redemption dates specified by the Designated Port
Representative in accordance with the provisions of the resolutions authorizing the issuance,
redemption and retirement of the Refunded Bonds, respectively, prior to their fixed maturities.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Series 2021 First Lien Bonds.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the closing and delivery of the Series 2021 First Lien Bonds.
If so appointed, the Escrow Agent shall be authorized and directed to provide for the
giving of irrevocable notice of the redemption of those Refunded Bonds designated in the
Escrow Agreement in accordance with the terms of resolutions authorizing the issuance of such
Refunded Bonds and as described in the Escrow Agreement, if any. The Treasurer is authorized
and directed to provide whatever assistance is necessary to accomplish such redemption and the
giving of notice therefor. The costs of mailing of such notice shall be an expense of the Port.
The Port, or the Escrow Agent on behalf of the Port, shall be authorized and directed to
pay to the fiscal agent of the State of Washington, sums sufficient to pay, when due, the
payments specified in Section 9(c) of this series resolution. All such sums shall be paid from the
moneys and the Acquired Obligations pursuant to the previous section of this series resolution,
and the income therefrom and proceeds thereof.
-27-
504151333.1
If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees,
compensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when
due. If an Escrow Agent is appointed, the Designated Port Representative is authorized and
directed to execute and deliver the Escrow Agreement to the Escrow Agent when the provisions
thereof have been fixed and determined for closing and delivery of the Series 2021 First Lien
Bonds. The Escrow Agreement, if any, shall be in form and substance satisfactory to the
Designated Port Representative and the Escrow Agent, and may include a separate Costs of
Issuance Agreement.
Section 11. Tax Covenants.
(a) General. The Port covenants that it will not take or permit to be taken on its
behalf any action that would adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Series 2021 First Lien Bonds issued on a federally tax-exempt
basis and will take or require to be taken such acts as may reasonably be within its ability and as
may from time to time be required under applicable law to continue the exclusion from gross
income for federal income tax purposes of the interest on such Series 2021 First Lien Bonds
issued on a federally tax-exempt basis. The Port shall comply with its covenants set forth in the
Federal Tax Certificate with respect to the Series 2021 First Lien Bonds issued on a federally
tax-exempt basis.
(b) No Bank Qualification. The Series 2021 First Lien Bonds shall not be qualified
tax-exempt obligations pursuant to Section 265(b) of the Code for investment by financial
institutions.
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2021 First Lien Bonds. In
case any Series 2021 First Lien Bond shall be lost, stolen, mutilated or destroyed, the Registrar
-28-
504151333.1
may execute and deliver a new Series 2021 First Lien Bond of like series, maturity, date, number
and tenor to the Registered Owner thereof upon the owner's paying the expenses and charges of
the Port in connection therewith and upon his/her filing with the Port evidence satisfactory to the
Port that such Series 2021 First Lien Bond was actually lost, stolen or destroyed (including the
presentation of a mutilated Series 2021 First Lien Bond) and of his/her ownership thereof, and
upon furnishing the Port and the Registrar with indemnity satisfactory to both.
Section 13. Form of Series 2021 First Lien Bonds and Registration Certificate.
(a) Series 2021 First Lien Bonds. The Series 2021 First Lien Bonds shall be in
substantially the following form with modifications to reflect a particular series:
[STATEMENT OF INSURANCE, if any]
[DTC LEGEND]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
REVENUE REFUNDING BOND, SERIES 2021 (AMT)
Maturity Date: _________, _____ CUSIP No. _______
Interest Rate:
Registered Owner: Cede & Co.
Principal Amount:
THE PORT OF SEATTLE, a municipal corporation organized and existing under and by
virtue of the laws of the State of Washington (the "Port"), promises to pay to the Registered
Owner identified above, or registered assigns, on the Maturity Date identified above, solely from
the special fund of the Port known as the "Port of Seattle Revenue Bond Fund, Series 2021" (the
"Series 2021 Bond Fund") created by Resolution No. 3787 (together with Resolution No. 3059,
as amended, and as amended and restated by Resolution No. 3577, hereinafter collectively
referred to as the "Bond Resolution") the Principal Amount indicated above and to pay interest
thereon from the Series 2021 Bond Fund from the date of initial delivery, or the most recent date
to which interest has been paid or duly provided for or until payment of this bond at the Interest
Rate set forth above, payable semiannually on the first days of each _______ and _________
beginning on _______________. The principal of, premium, if any, and interest on this bond are
payable in lawful money of the United States of America. The principal, premium, if any, and
-29-
504151333.1
interest shall be paid as provided in the Blanket Issuer Letter of Representations (the "Letter of
Representations") by the Port to The Depository Trust Company ("DTC"). Capitalized terms
used in this bond which are not specifically defined have the meanings given such terms in the
Bond Resolution. The Treasurer of the Port has appointed the fiscal agent for the State of
Washington as the initial registrar, authenticating and paying agent for the bonds of this series.
This bond is one of a series of bonds of the Port in the aggregate principal amount of
$__________, of like date, tenor and effect, except as to number, amount, rate of interest and
date of maturity, and is issued pursuant to the Bond Resolution to refund certain outstanding
revenue bonds. [Simultaneously herewith, the Port is issuing its Intermediate Lien Revenue
Refunding Bonds, Series 2021[A][B][C][D] [(Non-AMT)][(Private Activity - Non-
AMT)][(Private Activity - AMT)][(Taxable)] in the principal amount of $_________.]
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 100% of the principal amount thereof plus accrued interest to the date fixed
for redemption.
The bonds of this series are private activity bonds. The bonds of this series are not
"qualified tax-exempt obligations" eligible for investment by financial institutions within the
meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
So long as this bond is held by DTC or its nominee, the manner of selection of bonds of
this issue within a maturity for redemption and transfer of bonds and the provision of notice of
redemption shall be governed by the Letter of Representations and DTC's operational
arrangements. Except as provided in the Bond Resolution, the Port and Registrar shall deem the
person in whose name this bond is registered to be the absolute owner hereof for the purpose of
receiving payment of the principal of, premium, if any, and interest on the bond and for any and
all other purposes whatsoever.
The Port hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port does hereby pledge and bind itself to set aside from Gross Revenue after
payment of Operating Expenses, and to pay into the Series 2021 Bond Fund and the Common
Reserve Fund the various amounts required by the Bond Resolution to be paid into and
maintained in such Funds, all within the times provided by said Bond Resolution.
Said amounts so pledged to be paid out of Gross Revenue into the Series 2021 Bond
Fund and Common Reserve Fund are hereby declared to be a first and prior lien and charge upon
the Gross Revenue, subject to payment of the Operating Expenses of the Port and equal in rank
to the lien and charge upon such Gross Revenue of the amounts required to pay and secure the
payment of the Outstanding Parity Bonds, the Series 2021 First Lien Bonds and any revenue
bonds of the Port hereafter issued on a parity with the bonds of this issue.
-30-
504151333.1
The Port has further bound itself to maintain all of its properties and facilities that
contribute in some measure to such Gross Revenue in good repair, working order and condition,
to operate the same in an efficient manner and at a reasonable cost, to establish, maintain and
collect rentals, tariffs, rates, fees, and charges in the operation of all of its businesses for as long
as any bonds of this issue are outstanding that will make available, for the payment of the
principal thereof and interest thereon as the same shall become due, Net Revenues (as the same
are defined in the Bond Resolution) in an amount equal to or greater than the Rate Covenant
defined in the Master Resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Registrar.
It is hereby certified and declared that this bond and the bonds of this issue are issued
pursuant to and in strict compliance with the Constitution and laws of the State of Washington
and resolutions of the Port and that all acts, conditions and things required to be done precedent
to and in the issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the
manual or facsimile signatures of the President and Secretary of the Port Commission, and the
corporate seal of the Port to be impressed or a facsimile thereof imprinted or otherwise
reproduced hereon as of the ____ day of __________, 2021.
PORT OF SEATTLE
By /s/
President, Port Commission
(SEAL)
ATTEST:
/s/
Secretary, Port Commission
-31-
504151333.1
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 Revenue Refunding Bonds, Series 2021 (AMT) of the Port of Seattle, dated
____________, 2021.
WASHINGTON STATE FISCAL AGENT, as
Registrar
By
Authorized Signer
In the event any Series 2021 First Lien Bonds are no longer in fully immobilized form,
the form of such Series 2021 First Lien Bonds may be modified to conform to printing
requirements and the terms of this series resolution.
Section 14. Execution. The Series 2021 First Lien Bonds shall be executed on behalf
of the Port with the manual or facsimile signature of the President of its Commission, shall be
attested by the manual or facsimile signature of the Secretary thereof and shall have the seal of
the Port impressed or a facsimile thereof imprinted or otherwise reproduced thereon.
Only such Series 2021 First Lien Bonds as shall bear thereon a Certificate of
Authentication in the form hereinbefore recited, manually executed by the Registrar, shall be
valid or obligatory for any purpose or entitled to the benefits of this series resolution. Such
Certificate of Authentication shall be conclusive evidence that the Series 2021 First Lien Bonds
so authenticated have been duly executed, authenticated and delivered hereunder and are entitled
to the benefits of this series resolution.
In case either of the officers of the Port who shall have executed the Series 2021 First
Lien Bonds shall cease to be such officer or officers of the Port before the Series 2021 First Lien
Bonds so signed shall have been authenticated or delivered by the Registrar, or issued by the
-32-
504151333.1
Port, such Series 2021 First Lien Bonds may nevertheless be authenticated, delivered and issued,
and upon such authentication, delivery and issuance, shall be as binding upon the Port as though
those who signed the same had continued to be such officers of the Port. Any Series 2021 First
Lien Bond may also be signed and attested on behalf of the Port by such persons as at the actual
date of execution of such Series 2021 First Lien Bond shall be the proper officers of the Port
although at the original date of such Series 2021 First Lien Bond any such person shall not have
been such officer.
Section 15. Additional Covenant; Defaults and Remedies.
(a) Disposal of Income Properties. In the event of voluntary or involuntary sale,
lease, or other conveyance, transfer or disposal of all or substantially all of the marine and
aviation properties, assets or facilities, the Port shall require that contemporaneously with such
disposition, there shall be paid into a special fund a sum which shall be sufficient to defease all
Series 2021 First Lien Bonds then Outstanding; provided, however, that such defeasance will not
be required so long as the Port maintains primary responsibility for the management and
operation of the affected facilities and provided further that all Gross Revenue from such
facilities continues to be pledged to all Series 2021 First Lien Bonds then Outstanding.
(b) Defaults and Remedies. The Port hereby finds and determines that the failure or
refusal of the Port or any of its officers to perform the covenants and obligations of this series
resolution will endanger the operation of the Facilities and the application of Gross Revenue and
such other moneys, funds and securities to the purposes herein set forth. Any one or more of the
following shall constitute a Default under this series resolution:
-33-
504151333.1
(1) The Port shall fail to make payment of the principal of any Series 2021
First Lien Bond when the same shall become due and payable whether by maturity or scheduled
redemption prior to maturity; or
(2) The Port shall fail to make payments of any installment of interest on any
Series 2021 First Lien Bond when the same shall become due and payable; or
(3) The Port shall default in the observance or performance of any other
covenants other than conditions, or agreements on the part of the Port contained in Section 17 of
this series resolution, and such default shall have continued for a period of 90 days.
In determining whether a payment default has occurred or whether a payment on the
Series 2021 First Lien Bonds has been made under this series resolution, no effect shall be given
to payments made under the Bond Insurance Policy, if any. Upon the occurrence and
continuation of any Default, the Registered Owners of the Series 2021 First Lien Bonds shall be
entitled to exercise the remedies specified in Section 21 of the Master Resolution; but only with
respect to the Series 2021 First Lien Bonds.
Section 16. Designation of Refunded Bonds; Sale of Series 2021 First Lien Bonds.
(a) Designation of Refunded Bonds. As outlined in Section 2 and Section 10 of this
series resolution, the Refunding Candidates may be called for redemption prior to their scheduled
maturities. All or some of the Refunding Candidates may be refunded with the proceeds of the
Series 2021 First Lien Bonds authorized by this series resolution. The Executive Director may
select some or all of the Refunding Candidates and designate those Refunding Candidates as the
"Refunded Bonds" in the Bond Purchase Contract.
(b) Series 2021 First Lien Bond Sale. The Series 2021 First Lien Bonds shall be sold
at negotiated sale to the Underwriters pursuant to the terms of the Bond Purchase Contract. The
-34-
504151333.1
Designated Port Representative is hereby authorized to negotiate terms for the purchase of the
Series 2021 First Lien Bonds and to execute the Bond Purchase Contract, with such terms
(including the designation of the Refunded Bonds) as are approved by the Executive Director
pursuant to this section and consistent with this series resolution and the Master Resolution. The
Port Commission has been advised by the Port's financial advisor that market conditions are
fluctuating and, as a result, the most favorable market conditions may occur on a day other than a
regular meeting date of the Commission. The Commission has determined that it would be in
the best interest of the Port to delegate to the Executive Director for a limited time the authority
to approve the designation of the Refunded Bonds and to approve the interest rates, maturity
dates, aggregate principal amount, principal amounts and prices of each maturity, redemption
rights, and other terms and conditions of the Series 2021 First Lien Bonds. The Executive
Director is hereby authorized to approve the designation of the Refunded Bonds and to approve
the interest rates, maturity dates, aggregate principal amount, principal amounts of each maturity
and redemption rights for the Series 2021 First Lien Bonds in the manner provided hereafter
(A) so long as the aggregate principal amount of the Series 2021 First Lien Bonds does not
exceed the maximum principal amount set forth in Section 3, and (B) so long as the true interest
cost for the Series 2021 First Lien Bonds does not exceed 2.50% per annum.
In designating the Refunded Bonds and determining the interest rates, prices, maturity
dates, aggregate principal amount, principal maturities, redemption rights or provisions of the
Series 2021 First Lien Bonds for approval, the Designated Port Representative, in consultation
with Port staff and the Port's financial advisor, shall take into account those factors that, in his
judgment, will result in the most favorable interest cost on the Series 2021 First Lien Bonds,
including, but not limited to, current financial market conditions and current interest rates for
-35-
504151333.1
obligations comparable in tenor and quality to the Series 2021 First Lien Bonds. Subject to the
terms and conditions set forth in this section, the Designated Port Representative is hereby
authorized to execute the final form of the Bond Purchase Contract, upon the Executive
Director's approval of the Refunded Bonds, interest rates, maturity dates, aggregate principal
amount, principal maturities and redemption rights set forth therein. Following the execution of
the Bond Purchase Contract, the Executive Director or Designated Port Representative shall
provide a report to the Commission, describing the final terms of the Series 2021 First Lien
Bonds approved pursuant to the authority delegated in this section. The authority granted to the
Designated Port Representative and the Executive Director by this section shall expire on
December 31, 2021. If a Bond Purchase Contract for the Series 2021 First Lien Bonds has not
been executed by December 31, 2021, the authorization for the issuance of the Series 2021 First
Lien Bonds shall be rescinded, and the Series 2021 First Lien Bonds shall not be issued nor their
sale approved unless the Series 2021 First Lien Bonds shall have been re-authorized by
resolution of the Commission. The resolution reauthorizing the issuance and sale of the
Series 2021 First Lien Bonds may be in the form of a new series resolution repealing this series
resolution in whole or in part (only with respect to the Series 2021 First Lien Bonds not issued)
or may be in the form of an amendatory resolution approving a bond purchase contract or
extending or establishing new terms and conditions for the authority delegated under this section.
Upon the adoption of this series resolution, the proper officials of the Port, including the
Designated Port Representative, are authorized and directed to undertake all other actions
necessary for the prompt execution and delivery of the Series 2021 First Lien Bonds to the
Underwriters thereof and further to execute all closing certificates and documents required to
-36-
504151333.1
effect the closing and delivery of the Series 2021 First Lien Bonds in accordance with the terms
of the Bond Purchase Contract.
The Designated Port Representative is authorized to ratify and to approve for purposes of
the Rule, on behalf of the Port, the Official Statement (and to approve and deem final any
Preliminary Official Statement) and any supplement thereto relating to the issuance and sale of
the Series 2021 First Lien Bonds and the distribution of the Series 2021 First Lien Bonds
pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate.
The Designated Port Representative and other Port officials, agents and representatives
are hereby authorized and directed to do everything necessary for the prompt issuance, execution
and delivery of the Series 2021 First Lien Bonds to the Underwriters and for the proper
application and use of the proceeds of sale of the Series 2021 First Lien Bonds. In furtherance of
the foregoing, the Designated Port Representative is authorized to approve and enter into
agreements for the payment of costs of issuance, including Underwriters' discount, the fees and
expenses specified in the Bond Purchase Contract, including fees and expenses of Underwriters
and other retained services, including Bond Counsel, disclosure counsel, rating agencies, fiscal
agent, escrow agent, if any, verification agent, financial advisory services, escrow structuring
services and other expenses customarily incurred in connection with issuance and sale of bonds.
Section 17. Compliance with Parity Conditions. The Commission hereby finds and
determines as required by Section 5 of the Master Resolution, as follows:
First: The Port is not and has not been in default of its covenant under Section 7 of the
Master Resolution for the immediately preceding fiscal year (2020); and
Second: The Commission has been assured that prior to the issuance and delivery of the
Series 2021 First Lien Bonds, the Port will meet the conditions set forth in Section 6 of the
-37-
504151333.1
Master Resolution and/or will deliver a certificate (prepared as prescribed by the Master
Resolution) demonstrating fulfillment of the Coverage Requirement, commencing on the first
full fiscal year following the earlier of (1) the Date of Commercial Operation of the Facilities to
be financed with the proceeds of the Series 2021 First Lien Bonds as reasonably estimated by the
Port or (2) the date on which any portion of interest on the Series 2021 First Lien Bonds will not
be paid from the proceeds thereof and for the following two fiscal years.
The limitations contained in the conditions provided in Section 5 of the Master
Resolution having been complied with, the payments required herein to be made out of the Net
Revenues to pay and secure the payment of the principal of, premium, if any, and interest on the
Series 2021 First Lien Bonds shall constitute a lien and charge upon such Net Revenues equal in
rank to the lien and charge thereon of the Outstanding Parity Bonds.
Section 18. Undertaking to Provide Ongoing Disclosure. The Designated Port
Representative is authorized to, in his or her discretion, execute and deliver a Continuing
Disclosure Undertaking providing for an undertaking by the Port to assist the Underwriters in
complying with the Rule.
Section 19. Bond Insurance. The payments of the principal of and interest on one or
more series, or principal maturities within one or more series, of the Series 2021 First Lien
Bonds may be insured by the issuance of the Bond Insurance Policy. The Designated Port
Representative may solicit proposals from municipal bond insurance companies, and the
Designated Port Representative, in consultation with the Port's financial advisor, is hereby
authorized to select the proposal that is deemed to be the most cost effective and further to
execute the Bond Insurance Commitment with the Bond Insurer, which may include such
covenants and conditions as shall be approved by the Designated Port Representative.
-38-
504151333.1
Section 20. Resolution and Laws a Contract with the Series 2021 First Lien Bond
Owners. This series resolution is adopted under the authority of and in full compliance with the
Constitution and laws of the State of Washington. In consideration of the purchase and
ownership of the Series 2021 First Lien Bonds, the provisions of this series resolution and of said
laws shall constitute a contract with the owners of the Series 2021 First Lien Bonds, and the
obligations of the Port and its Commission under said laws and under this series resolution shall
be enforceable by any court of competent jurisdiction; and the covenants and agreements herein
and in the Series 2021 First Lien Bonds set forth shall be for the equal benefit of the owners of
the Series 2021 First Lien Bonds.
Section 21. Severability. If any one or more of the covenants or agreements provided
in this series resolution to be performed on the part of the Port shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this series resolution and shall in no way affect the validity of the other
provisions of this series resolution or of any Parity Bonds.
Section 22. Effective Date. This series resolution shall be effective immediately upon
its adoption.
-39-
504151333.1
ADOPTED by the Port Commission of the Port of Seattle at a duly noticed meeting
thereof, held this _______ day of _______________, 2021, and duly authenticated in open
session by the signatures of the Commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
-40-
504151333.1
EXHIBIT A
REFUNDING CANDIDATES
Port of Seattle Revenue Refunding Bonds, Series 2011B (AMT)(1)
Maturity Dates Principal Interest
(September 1) Amounts Rates
2021 $ 8,405,000 5.00%
2022 8,935,000 5.00
2023 9,385,000 5.00
2024 9,855,000 5.00
2025 10,345,000 5.00
2026 10,865,000 5.00
(1) Callable at any time on and after September 1, 2021, in whole or in part on any date,
with maturities to be selected by the Port, at a redemption price equal to 100% of the principal
amount thereof, plus interest accrued to the date fixed for redemption.
A-1
504151333.1
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 3787 (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 ______________, 2021, 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
_______________, 2021.
Secretary
504151333.1
Limitations of Translatable Documents
PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.