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RESOLUTION NO. 3774

A RESOLUTION of the Port of Seattle Commission, authorizing the

Port to establish one or more credit facilities in an aggregate

outstanding principal amount not to exceed $150,000,000; and

delegating authority to the Executive Director and/or the Chief

Financial Officer of the Port to approve final terms and conditions

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Resolution No. 3774

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Page

Section 6. Procedures for Draws; Disposition of Proceeds .................................................... 5

Section 7. Tax Status ............................................................................................................ 6

Section 8. Ongoing Disclosure; Financial Reporting ............................................................. 6

Section 9. Resolution and Laws a Contract with the Obligation Owners ............................... 6

Section 10. Severability .......................................................................................................... 6

Section 11. Effective Date ...................................................................................................... 7

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RESOLUTION NO. 3774

A RESOLUTION of the Port of Seattle Commission, authorizing the

Port to establish one or more credit facilities in an aggregate

WHEREAS, current financial conditions have occasioned the need for the Port to

establish one or more credit facilities in order to meet potential cash flow needs of the Port; and

WHEREAS, the Port is authorized to incur indebtedness for Port purposes pursuant to

RCW 53.36.030; and

WHEREAS, this Commission has determined to delegate authority to the Port’s

Executive Director and/or the Chief Financial Officer (each, the “Designated Port

Representative”) to solicit proposals for credit facilities (herein documented and defined as the

“Obligations”) and to select the purchasing entities or financial institutions, and to approve the

number of facilities, the final principal amount of each Obligation, interest rates, payment dates,

redemption provisions and maturity dates of the Obligations to be fixed under such terms and

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with the Port or purchases an Obligation from the Port.

the functions of his/her office.

the same shall be duly and regularly constituted from time to time.

office of the Treasurer pursuant to Section 4 of this resolution.

Director of the Port or the Chief Financial Officer of the Port (or the successor in function to

existing under and by virtue of the laws of the State of Washington.

pursuant to RCW 53.36.010.

(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

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article, section, subdivision or clause hereof, and the term “hereafter” means after, and the term

“heretofore” means before, the date of this resolution;

(b) Words of a specific gender mean and include correlative words of any other or

neuter genders, and words importing the singular number mean and include the plural number

and vice versa;

(c) Words importing persons include firms, associations, partnerships (including

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, are solely for

and/or debt service, the Port shall solicit proposals for and enter into one or more financial

instruments evidencing lines of credit which may or may not be revolving or terms loans (each

an “Obligation” and collectively, the “Obligations”) with one or more Banks. The aggregate

principal amount and terms of each Obligation shall be determined by the Designated Port

Representative, pursuant to the authority granted in Section 5. The aggregate principal amount

of all outstanding Obligations issued or delivered under this resolution shall not exceed

$150,000,000.

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Interest on Obligations shall accrue and be payable as provided in each respective Obligation.

Section 3. Payment and Prepayment. The Obligations shall be payable and may

include provision for payment as set forth therein.

Section 4. Debt Service Fund; Security for the Obligations. A fund of the Port

known as the “Port of Seattle Debt Service Fund, 2020” (the “Debt Service Fund”) is hereby

authorized to be created in the office of the Treasurer. The Debt Service Fund shall be drawn

upon for the sole purpose of paying the principal of and interest on the Obligations. The Port

hereby further irrevocably covenants that, unless the principal of and interest on the Obligations

are paid from other sources, it will make annual levies of taxes upon all of the property within

the Port subject to taxation within and as a part of the tax levy permitted to the Port without a

payment when due of each installment of interest and the principal upon maturity of the

Obligations.

Section 5. Authorization to Designated Port Representative. The Commission has

determined that it would be in the best interest of the Port to delegate and hereby delegates to the

Designated Port Representative, with the assistance of the Financial Advisor, the authority to

negotiate terms of the Obligations and to approve the final terms therein, including but not

limited to interest rates, payment terms, covenants and maturity dates (not to exceed five years)

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consistent with this resolution and subject to the following additional parameters with respect to

the initial interest rate on the Obligations: (a) for Obligations bearing variable rates of interest,

(i) the basis for setting the interest rate on an Obligation shall be a common index (e.g., LIBOR);

and (ii) the maximum initial interest rate spread to the index is 2.5% (i.e. index rate plus spread =

interest rate for the applicable period) and (b) for Obligations bearing a fixed rate of interest, the

initial interest rate shall not be greater than 3.5% per annum. Upon approval by the Designated

Port Representative of the terms therein, he Designated Port Representative is hereby authorized

to execute and deliver each Obligation to the respective Bank.

The authority granted to the Designated Port Representative by this section shall remain

in effect until December 31, 2020. If the sale for an Obligations has not been completed by

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 the fees and expenses

specified in the Obligation, including fees and expenses of the Bank and other retained services,

including bond counsel, Financial Advisor, and other expenses customarily incurred in

connection with the incurrence of limited tax general obligations.

Section 6. Procedures for Draws; Disposition of Proceeds. If the Obligation provides

for periodic drawings thereunder, the terms and procedures for drawings shall be set forth in the

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Obligation. The proceeds received under an Obligation shall be deposited in the fund or account

by the Designated Port Representative and shall be used or applied by the Port in accordance

with its customary disbursement procedures for on-going expenses and operating costs, capital

costs and/or debt service on or the redemption of existing obligations.

Section 7. Tax Status. The Port has taken no action to cause the interest on the

Obligations to be excluded from federal income taxation.

Section 8. Ongoing Disclosure; Financial Reporting. The Designated Port

Representative is authorized upon the Designated Port Representative’s determination that an

Obligation is subject to Rule 15c2-12 of the Securities and Exchange Commission under the

Securities Exchange Act of 1934, to enter into an undertaking regarding ongoing disclosure with

Obligation, the provisions of this resolution and of said laws shall constitute a contract with the

respective Bank, and the obligations of the Port and its Commission under said laws and under

this resolution shall be enforceable by any court of competent jurisdiction.

Section 10. 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 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

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resolution and shall in no way affect the validity of the other provisions of this resolution or of

the Obligations.

Section 11. Effective Date. This resolution shall be effective immediately upon its

adoption.

ADOPTED by the Port Commission of the Port of Seattle at duly noticed meeting

thereof, held this ____ day of ________, 2020, and duly authenticated in open session by the

signatures of the commissioners voting in favor thereof.

PORT OF SEATTLE