HomeMy WebLinkAboutResolution 14-063-CC �1.4�1G.1
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GRANT COUNTY, WASHINGTON
SAL�S TAX/LIMITED TAX GENERAL OBLIGATION BONDS, 2014
RESOLUTION NO. 14-063-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SALES TAX/LIMITED TAX G�NERAL OBLIGATION
BONDS OF TH� COUNTY IN THE AGGREGATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $8,300,000 TO FINANCE IMPROVEMENTS TO
THE MULTI AGENCY COMMUNICATIONS CENTER; PROVIDING FOR
THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
1NTEREST ON THE BONDS; AND D�LEGATING CERTAIN
AUTHORITY TO THE COUNTY TREASURER IN CONNECTION WITH
THE SALE.
ADOPTED ON NOVEMBER 14, 2014
PREPARED BY:
K&L GATES LLP
SEATTLE,WASHINGTON
GRANT COUNTY
R�SOLUTION NO. 14-063-CC
TABLE OF CONTENTS*
Pa�e
' Section 1. Definitions.............................................................................................................2
' Section 2. Authorization of the MACC 9-1-1 Dispatch Center Project; Authorization
and Description of Bonds......................................................................................7
Section 3. Registration, Exchange and Payments.................................................................. 8
Section 4. Redemption Prior to Maturity and Purchase of Bonds....................................... 13
Section5. Form of Bonds .................................................................................................... 17
Section 6. Execution of Bonds............................................................................................. 19
Section 7. Lost or Destroyed Bonds.....................................................................................20
Section 8. Bond Fund; Reserve Fund............................................................:......................20
Section 9. Pledge of Taxation and Credit............................................................................22
Section 10. Defeasance..........................................................................................................23
Section 11. Project Fund; Application of Bond Proceeds..................... 24
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Section 12. Tax Covenants; Special Designation..................................................................24
Section13. Sale of Bonds......................................................................................................26
Section 14. Undertaking to Provide Ongoing Disclosure......................................................28
Section15. Severability.........................................................................................................29
Section 16. Effective Date .....................................................................................................29
* Neither this table of contents nor the preceding cover page are a part of this resolution, and are
included solely for convenience of the reader.
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' RESOLUTION NO. 14-063-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SAL�S TAX/LIMITED TAX GENERAL OBLIGATION
BONDS OF THE COUNTY 1N THE AGGREGATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $8,300,000 TO FINANCE IMPROVEMENTS TO
THE MULTI AG�NCY COMMUNICATIONS CENTER, PROVIDING FOR
THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BONDS; AND DELEGATING CERTAIN '
AUTHORITY TO THE COUNTY TREASURER IN CONN�CTION WITH
THE SALE.
WH�R�AS, the Multi Agency Communications Center ("MACC") provides essential
emergency coirununications systems and �acilities for the safety and protections of the residents
of Grant County, Washington(the "County"); and
WHEREAS, pursuant to RCW 82.14.420, the voters of the County on November 8, 2005
approved the imposition of a sales and use tax at the rate of one tenth of one percent in order to
provide funds for the costs associated with the financing emergency communication systems and
facilities (the "911 Salas Tax"); and
WHEREAS, the Board of County Commissioners (the "Board") authorized the issuance
and sale of an initial series of County general obligation bonds in the principal amount of
$9,605,000 in 2010 (hereinafter defined as the "2010 Bonds") to pay a portion of the costs of
electronics infrastructure and acquisition of public safety radio coinmunications equipment for
the countywide Emergency Communications Systems and Facilities operated by MACC; and
WHEREAS, MACC is now prepared to undertalce the construction and equipping of a
new 9-1-1 dispatch center("MACC 9-1-1 Dispatch Center Project"); and
WHEREAS, in order to assist MACC in obtaining the lowest cost of financing for the
MACC 9-1-1 Dispatch Center Project, the Board will authorize the issuance of the County's
sales tax/liinited tax general obligation bonds in the aggragate principal ainount of not to exceed
$8,300,000 (the "Bonds"), secured primarily with the receipts of the 911 Sales Tax, on the terms
and conditions set forth in this resolution; and
WHEREAS, the County is authorized by chapters 36.67 and 39.46 RCW to issue general
obligation bonds payable from, inter alia, regular tax levies of the County; and
WHEREAS, the Board has deternzined to delegate to the County Representative (as
defined below) certain matters relating to the manner and timing of sale of the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF GRANT COLJNTY, WASHINGTON, as follows:
Section 1. Definitions The following words and terms as used in this resolution shall
have the following meanings for all purposes of this resolution, unless a different meaning
clearly appears from the context:
Benefzcial Owner means any person that has or shares the power, directly or indirectly to
make investment decisions concerning ownership of any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries).
Bo�rrd means the Board of County Commissioners, the general legislative body of the
County, as constituted from time to time.
Bon�'Fund means the "MACC Bond" as described in Section 8 hereof.
Bond Purclzase Contract means, the purchase contract relating to the Bonds between the
County and the Underwriter.
Bond Register means the registration boolcs maintained by the Bond Registrar for the
purpose of identifying ownership of the Bonds.
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Bond Registrar means the fiscal agency of the State of Washington, for the purposes of
registering and authenticating the Bonds, maintaining the Bond Register, effecting the transfer of
ownership of the Bonds and paying interest on and principal of the Bonds.
Bonds inean the Grant County, Washington Sales Tax/Limited Tax General Obligation
Bonds, 2014 to be issued pursuant to this resolution with the aggregate principal amount of not to
exceed $8,300,000.
Code means the federal Internal Revenue Code of 1986, as amended. Any reference to a
provision of the Code shall include the applicable regulations of the Department of the Treasury
promulgated with respect to such provision.
County means Grant County, Washington, a political subdivision duly organized and
existing by virtue of the Constitution and laws of the State of Washington.
County Representative means the Treasurer of the County.
DTC means The Depository Trust Company of New York, a limited purpose trust
company organized under the laws of the State of New York, a depository for the Bonds pursuant
to Section 3 hereof.
Government Obligations has the meaning given such term in Chapter 39.53 RCW, as the
same may be amended or restated from time to time.
Letter of Representations means the blai�lcet issuer letter of representations from the
County to DTC.
MACC means the Multi Agency Communications Center created through an Interlocal
Agreement for the purpose of providing a consolidated public service 9-1-1 dispatching center
for the County.
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MACC Bonds mean the 2010 Bonds, the Bonds and any general obligation bonds of the
County issued in the future for the purpose of funding capital purposes of MACC and supported
by the 911 Sales Tax.
MACC Funds inean other legally available funds of the MACC, including user fees, to
the extent not required to be used to pay operational expenses of the MACC.
, MACC 9-1-1 Dispatclz Center Project means the construction and equipping of a
new 9-1-1 dispatch center as described and authorized by Section 2 of this resolution and/or other
public safety capital improvements to MACC facilities, if any, approved by the Board.
MSRB means the Municipal Securities Rulemaking Board or any successor to its
functions.
911 S�cles Tax means the tax imposed in the County pursuant to RCW 82.14.420 and a
vote the electors held on November 8, 2005 and shall include any such taxes subsequently
approved by the voters for the funding of MACC purposes.
Private Person means any natural person angaged in a trade or business or any trust,
estate, partnership, association, company or corporation.
Private Person Use means the use of property in a trade or business by a Private Person if
such use is other than as a member of the general public. Private Person Use includes ownership
of the property by the Private Person as well as other arrangements that transfer to the Private
Person the actual or beneficial use of the property (such as a lease, management or incentive
payment contract or other special arrangement) in such a manner as to set the Private Person
apart from the general public. Use of property as a member of the general public includes
attendance by the Private Person at municipal meetings or business rental of property to the
Private Person on a day-to-day basis if the rental paid by such Private Person is the same as the
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rental paid by any Private Person who desires to rent the property. Use of property by nonprofit
community groups or community recreational groups is not treated as Private Person Use if such
use is incidental to the governmental uses of property, the property is made available for such use
by all sucl� community groups on an equal basis and such community groups are charged only a
de minirnis fee to cover custodial expenses.
Project Fund means the 2014 MACC Construction Fund as described in Section 11
hereof, which name of the fund may be changed prior to closing, as directed by the County
Representative.
Registered Owner means the person named as the registered owner of the Bonds in the
Bond Register.
Reserve Fund means the "MACC Bond Reserve" created and maintained in the office of
the Treasurer pursuant to Section 9 of Resolution No. 10-087-CC.
Reserve Requireme�zt means, with respect to MACC Bonds, the least of(a) 10% of the
net proceeds of each series of MACC Bonds, (b) maximum annual debt service on outstanding
MACC Bonds, (c) 1.25 times average annual debt service on outstanding MACC Bonds or
(d) such lesser amount as shall be required to inaintain the exemption of interest of any Bonds
from taxation under the Code. The Reserve Requirement may be recalculated upon each ,
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payment of principal of MACC Bonds.
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same may be amended from time to tiine.
SEC means the United States Securities and Exchange Cominission.
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2010 Bonds mean the County's Sales Tax/Limited Tax General Obligation Bonds, 2010
(Multi Agency Communications Center) issued under date of December 7, 2010 in the initial �
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aggregate principal amount of$9,605,000. ;
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Term Bonds means any Bonds designated by the Underwriter as Tenn Bonds in the Bond i
Purchase Contract. ;
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Treasurer ineans the treasurer of the County pursuant to RCW Ch. 36.29, as amended i
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from time to time.
Underwriter means D.A. Davidson& Co., Seattle, Washington. i
Rules of Interpretation: I
In this resolution, unless the context otherwise requires: !
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any siinilar i
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 i
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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 iinporting the singular number shall mean and include
the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including �
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limited partnerships), trusts, corporations and other legal entities, including public bodies, as well �
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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 ��
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for convenience of reference and shall not constitute a pai�t 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 of the MACC 9-1-1 Dispatch Center Project; Authorization
and Description of Bonds.
(a) MACC 9-1-1 Dispatch Center Project. The Bonds are being issued to provide
funds to pay part of the costs of the construction and equipping of a new 9-1-1 dispatch center
for the countywide Emergency Communications Systems and racilities operated by MACC,
approved by the Board (the "MACC 9-1-1 Dispatch Center Project") and/or other public safety
capital improvements to MACC facilities, if any, approved by the Board.
(b) Bonds. The County shall now issue and sell its sales tax/limited tax general
obligation bonds in the aggregate amount of not to exceed $8,300,000 for the purpose of
providing the funds necessary to finance the MACC 9-1-1 Dispatch Center Project and pay costs
of issuance of the Bonds. The Bonds shall be issued as a single series and shall be designated
"Grant County, Washington, Sales Tax/Limited Tax General Obligation Bonds, 2014" with
additional designation, if any, as approved by the County Representative (the "Bonds"), shall be
dated as of the date of their initial deliveiy, shall be fully registered as to both principal and
interest, shall be in the denomination of $5,000 each or any integral multiple thereof, provided
that no Bond shall represent more than one maturity, shall be numbered separately in such
manner and with any additional designation as the Bond Registrar deems necessaiy for purposes
of identification and control, and shall bear interest at the per annum rates, payable on the dates
and maturing in principal amounts set forth in the Bond Purchase Contract, pursuant to
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Section 13 of this resolution. The Bonds of any of the maturities may be combined and issued as
term bonds ("Term Bonds"), subject to mandatory redainption as provided in the Bond Purchase
Contract.
Section 3. Re�istration, Exchange and Payments.
(a) Bond Registra�/Bond Registe�. The Board hereby requests that the Treasurer
specify and adopt the system of registration approved by the Washington State Finance
Committee from time to time through the appointment of state fiscal agencies. The County shall
cause a bond register to be maintained by the Bond Registrar. So long as any Bonds remain
outstanding, the Bond Registrar shall make all necessary provisions to permit the exchange or
registration or transfer of Bonds at its principal corporate trust office. The Bond Registrar may
be removed at any time at the option of the Treasurer upon prior notice to the Bond Registrar and
a successor Bond Registrar appointed by the Treasurer. No resignation or removal of the Bond
Registrar shall be effective until a successor shall have been appointed and until the successor
Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond
Registrar is authorized, on behalf of the County, to authenticate and deliver Bonds transferred or
exchanged in accordance with the provisions of such Bonds and tlus resolution and to carry out
all of the Bond Registrar's powers and duties under this resolution. The Bond Registrar shall be
responsible for its representations contained in the Certificate of Authentication of the Bonds.
(b) Registered Ownership. The County and the Bond 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 Section 14 of this resolution), and neither the County nor the
Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall
' be made only as described in Section 3(h) hereof, but such Bond may be transferred as herein
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provided. All such payments made as described in Section 3(h) shall be valid and shall satisfy
and discharge the liability ot'the County upon such Bond to the extent of the amount or amounts
so paid.
(c) DTC Acceptance/Lettei°s of Repr^esentations. The Bonds initially shall be held in
fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as
eligible for deposit at DTC, the County has executed and delivered to DTC a Blanlcet Issuer
Letter of Representations. Neither the County nor the Bond 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 County to the
Bond 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 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.
Tf any Bond shall be duly presented for payment and funds have not been duly provided
by the County on such applicable date, then interest shall continue to accrue thereafter on the
unpaid principal thereof at the rate stated on such Bond until it is paid. The Bonds shall not be
subject to acceleration.
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(d) Use of Deposito�y.
(1) The Bonds shall be registered initially in the name of "Cede & Co.", as
i7ominee of DTC, with one Bond inaturing 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 Treasurer 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 depositoiy or a determination by the Treasurer to
discontinue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the Treasurer may hereafter appoint a substitute depository. Any
such substitute depositoiy shall be qualif"ied 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 Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written
request of the Treasurer, issue a single new Bond for each maturity then outstanding, registered
in the naine of such successor or such substitute depository, or their nominees, as the case may
be, all as specified in such written request of the Treasurer.
(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 Treasurer determines that it is in the best interest of the beneficial owners of the Bonds
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that such owners be able to obtain such bonds in the fonn of Bond certificates, the ownership of
such Bonds may then be transferred to any person or entity as herein provided, and shall no
longer be held in fully-immobilized form. The Treasurer shall deliver a written request to the
Bond Registrar, together with a supply of definitive Bonds, to issue Bonds as herein provided in
any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds
together with a written request of the Treasurer to the Bond Registrar, new Bonds shall be issued
in the appropriate denominations and registered in the names of such persons as are requested in
such written request.
(e) Registration of Transfer^ of Ownership or Exchange; Change zn 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 it is surrendered to the Bond 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 Bond Registrar. Upon such sunender, the Bond
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 date, maturity and interest rate and for the same aggregate
principal amount in any authorized denomination, naming as Registered Owner t17e person or
persons listed as the assignee on the assigrunent form appearing on the sunendered Bond, in
exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to the Bond
Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of
the same date, maturity and interest rate, in any authoxized denomination. The Bond Registrar
shall not be obligated to register the transfer or to exchange any Bond during the 15 days
preceding any interest payment or principal payment date any such Bond is to be redeemed.
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(� Bond RegistraN's OwneNShip of Bonds. The Bond Registrar may bacome the
Registered Owner of any Bond with the same rights it would have if it were not the Bond
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 County covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each such
Bond 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 year of 360 days and twelve 30-day months. For so long as all Bonds
are in fully immobilized form, payments of principal and interest thereon shall be made as
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 or draft mailed to the Registered Owners at the addresses for
such Registered Owners appearing on the Bond Register on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a Registered Owner of more
than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the applicable
payment date), such payment shall be made by the Bond Registrar by wire transfer to the account
within the continental United States designated by the Registered Owner. Principal of the Bonds
shall be payable upon presentation and surrender of such Bonds by the Registered Owners at the
principal office of the Bond Registrar.
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Section 4. Redemption Prior to Maturity and Purchase of Bonds.
(a) Optional Rede�zption. The Bonds inay be subject to optional redemption on the
dates, at the prices and under the terms set forth in the Bond Purchase Contract approved by the
County Representative pursuant to Section 13.
(b) Mandatory Redemption. The Bonds may be subject to mandatory redemption to
the extent, if any, set forth in the Bond Purchase Contract and as approved by the County
Representative pursuant to Section 13.
(c) Purchase of Bonds. The County reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Treasurer and the County
Representative.
(d) Selection of Bonds.for Redemption. For as long as the Bonds are held in book-
entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made
in accordance with the operational ai�rangements then in effect at DTC. If the Bonds are no
longer held in uncertificated form, the selection of such Bonds to be redeemed shall be made as
provided in this subsection(d). If the County redeems at any one time fewer than all of the
Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity
to be redeemed shall be selected by lot (or in such manner determined by the Bond Registrar) in
increments of$5,000. In the case of a Bond of a denomination greater than $5,000, the County
and the Bond Registrar shall treat each Bond as representing such number of separate Bonds each
of the denomination of $5,000 as is obtained by dividing the actual principal amount of such
Bond by $5,000. Tn the event that only a portion of the principal sum of a Bond is redeemed,
upon surrender o�such Bond at the principal office of the Bond Registrar there shall be issued to
the Registered Owner, without charge therefor, for the then unredeemed balance of the principal
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sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest
rate in any o�the denominations herein authorized.
(e) Notice of Redemption.
(1) Official Notice. For so long as the Bonds are held in uncertificated forin,
notice of redemption (which notice may be conditional) shall be given in accordance with the
operational arrailgements of DTC as then in effect, and neither the County nor the Bond Registrar
will provide any notice of redemption to any beneficial owners. Thereafter (if the Bonds are no
longer held in uncertificated form), notice of redemption shall be given in the manner hereinafter I
provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such
redeinption (which redemption shall be conditioned by the Bond Registrar on the receipt of
sufficient funds for redemption) shall be given by the Bond Registrar on behalf of the County by
mailing a copy of an official redemption notice by first class mail at least 20 days and not more
than 60 days prior to the date fixed for redemption to the Registered Owner of the Bond or Bonds
to be redeeined at the address shown on the Register or at such other address as is furnished in
writing by such Registered Owner to the Bond Registrar.
All official notices of redemption for Bonds shall be dated and shall state: ,
(A) the redemption date, �
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by maturity (and, in the case of partial redemption, the respective principal
amounts) of the Bonds to be redeemed,
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(D) that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue froin and after said date, and
(E) the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the principal office of the Bond Registrar.
On or prior to any redemption date, unless the redemption was conditional and the
conditions for the redeniption have not been satisfied, the County shall deposit with the Bond
Registrar an amount of money sufficient to pay the redemption price of all the Bonds or poi�tions
of Bonds which are to be redeemed on that date.
(2) Effect of Notice; Bonds Due. If an unconditional notice of redemption has
been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the
redemption date, become due and payable at the redemption price therein specified, and from and
after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of
such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. Installments of interest due on or prior to the redemption date
shall be payable as herein provided for payment of interest. All Bonds which have been
redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued.
(3) Additional Notice. In addition to the foregoing notice, further notice shall
be given by the County as set out below, but no defect in said further notice nor any failure to
giv.e all or any portion of such further notice shall in any manner defeat the effectiveness of a call
for redemption if notice thereof is given as above prescribed. Each further notice of redemption
given hereunder shall contain the information required above for an official notice of redemption
plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as
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originally issued; (C)the rate of interest borne by each Bond being redeemed; (D)the maturity
date of each Bond being redeemed; and (E) any other descriptive information needed to identify
accurately the Bonds being redeemed. Each fui�ther notice of redemption may be sent at least
25 days before the redemption date to each party entitled to receive notice pursuant to Section 14,
and to such persons (including securities repositories who customarily at the time receive notices
of redemption in accordance with rules proinulgated by the S�C) and with such additional
information as the County shall deem appropriate, but such mailings shall not be a condition
precedent to the redemption of such Bonds.
'(4) CUSIP Number. Upon the payment of tihe 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.
(5) Amendment of Notice Provisions. The foregoing notice provisions of this
Section 4, 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 maintain compliance with duly promulgated regulations and reconunendations regarding
notices of redemption of inunicipal securities.
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, Section 5. Form of Bonds. The Bonds shall be in substantially the following form:
NO. $
UNITED STATES OF AMERICA
STATE OF WASHINGTON
GRANT COUNTY
SALES TAX/LIMITED TAX GENERAL OBLIGATION BOND, 2014
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
Registered Owner: CEDE & CO.
Principal Amount:
Grant County, Washington (the "County"), hereby acknowledges itself to owe and for
value received 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 , 2014, or the most recent date to which interest has bean paid or duly
provided for until payment of this bond at the Interest Rate set forth above, payable on
, 20_, and semiannually thereafter on the first days of each succeeding
and . Both principal of and interest on this bond are payable in lawful money of the
United States of America. For so long as the bonds of this issue are held in fully immobilized
form, payments of principal and interest thereon shall be made as provided in accordance with
the operational arrangements of The Depository Trust Company ("DTC") referred to in the
Blanket Issuer Letter of Representations (the "Letter of Representations") from the County to
DTC. Initially, the County's Treasurer has specified and adopted the registration system for the
bonds of this issue specified by tha State Finance Committee, and the fiscal agency of the State
will act as registrar,paying agent and authenticating agent (the "Bond Registrar").
The bonds of this issue are issued under and in accordance with the provisions of the
Constitution and applicable statutes of the State of Washington and Resolution No. 14-063-CC
duly adopted by the Board of County Commissioners on November 14, 2014 (the "Bond
Resolution"). Capitalized terms used in this bond have the ineanings given such terms in the
Bond Resolution.
This bond shall not be valid or becorne obligatory for any purpose or be ezltitled 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 Bond Registrar.
!
This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and !
date of maturity, except as to number and amount in the aggregate principal amount of �
$ and is issued pursuant to the Bond Resolution for providing funds for the ;
MACC 9-1-1 Dispatch Center Project and pay costs of issuance.
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The bonds of this issue are subject to redeinption as stated in the Bond Purchase Contract
and Official Statement dated
The County has pledged proceeds of the sales and use taxes collected by the County
pursuant to RCW 82.14.420 to the repayment of the bonds of this issue. In the event the sales
' and use tax funds and other MACC funds are insufficient, the County will then draw upon the
Reserve Fund to meet such deficiency, and as further security for the repayment of the bonds of
this issue, the County hereby irrevocably covanants and agrees with the owner of this Uond that,
to the extent such sales and use tax receipts are insufficient, it will include in its annual budget
and levy taxes annually, within and as a part of the tax levy permitted to counties without a vote
of the electorate, upon all the property subject to taxation in amounts sufficient, together with
other revenues and inoney legally availabla therefor, to pay the principal of and interest on this
bond as the same shall become due. The full faith, credit and resources of the County are hereby
irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of
such principal and interest.
The County has designated the Bonds as "qualified tax-exempt obligations" for
investment by financial institutions under Section 265(b) of the Code.
The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payment thereof on the
terms and conditions set forth in the Bond Resolution.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this bond have happened, been done and performed and that
the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory
or other limitation upon the amount of bonded indebtedness that the County may incur.
IN WITNESS WHEREOF, Grant County, Washington, has caused this bond to be
executed by the manual or facsimile signatures of the Chair and Clerk of the Board of County
Commissioners, and the seal of the County to be impressed, imprinted, or otherwise reproduced
hereon, as of this day of , 2014.
[SEAL]
GRANT COUNTY, WASHINGTON
/s/facsimile or manual signature
Chair of the Board of
County Commissioners
ATTEST:
/s/facsimile or manual si ng ature
Clerk of the Board of
County Commissioners
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The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially
the following for�n:
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 Sales Tax/Limited Tax General Obligation Bonds, 2014 of Grant County, Washington,
dated , 2014.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
By THE BANK OF NEW YORK MELLON
TRUST COMPANY,N.A., as subcontractor
to The Bank of New York Mellon, fiscal
agent for the State of Washington
By
Authorized Signer
Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the County
with the manual or facsimile signatures of the Chair of the Board and the Clerk of the Board, and
the corporate seal of the County shall be impressed, imprinted or otherwise reproduced thereon.
In case either or both of the officers who shall have executed the Bonds shall cease to be
an officer or officers of the County before the Bonds so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the County, such Bonds may nevertheless be
authenticated, delivered and issued, and upon such authentication, delivery and issuance, shall be
as binding upon the County as though those who signed the same had continued to be such
officers of the County. Any Bond also may be signed and attested on behalf of the County by
,
such persons as at the actual date of execution of such Bond shall be the proper officers of the ;
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' County although at the original date of such Bond any such person shall not have been such
officer of the County.
Onl� such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this resolution. Such Certiiicate 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.
Section 7. Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the
Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, maturity and
tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond
Registrar and the County in connection with preparation and authentication of the replacement
Bond or Bonds and upon his or her filing with the Bond Registrar and the County evidence
satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or
her ownership, and upon furnishing the County and the Bond Registrar with indemnity
satisfactory to both.
Section 8. Bond Fund; Reserve Fund.
�
(a) Bond Fund. A fund of the County to be known as the "MACC Bond" has been
created in the office of the County Treasurer. The taxes hereafter levied for the purpose of
paying principal of and interest on the Bonds and other 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. The Bond Fund shall be drawn upon for the sole purpose
of paying the principal of and interest on the Bonds. Money in the Bond Fund not needed to pay
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the interest or principal next coming due may temporarily be deposited in such institutions or
invested in such obligations as may be lawful for the investment of County money.
(b) Reserve Fund. A fund of the County to be known as the "MACC Bond Reserve"
has been created in the office of the County Treasurer. The Reserve Fund shall be maintained for
the purpose of securing the payment of the principal of and interest on all MACC Bonds. The
County covenants and agrees that from and after the closing and delivery of the Bonds, it will at
all times maintain an amount in the Reserve Fund at least equal to the Reserve Requirement
except for withdrawals therefrom authorized hereinafter, at all times for so long as any MACC
Bonds remain outstanding.
If the balances on hand in the Reserve Fund are sufficient to satisfy the Reserve
Requirement, interest earnings shall be applied as provided in the following sentences.
Whenever there is a sufficient amount in the Bond Fund, including the Reserve Fund and the
Bond Fund to pay the principal of and interest on all outstanding MACC Bonds, the inoney in the
Reserve Fund may be used to pay such principal and interest. As long as the money left
remaining on deposit in the Reserve Fu�d is equal to the Reserve Requirement, money in the
Reserve Fund may be used to pay the principal of and interest on MACC Bonds as the same
becomes due and payable. The County also may transfer out of the Reserve Fund any money
required in order to prevent any MACC Bonds froin becoming"arbitrage bonds" under the Code.
If a deficiency in the Bond Fund shall occur as a result of insufficient collections of the
911 Sales Taxes, and other MACC Funds have not been deposited into the Bond Fund, such
deficiency shall first be made up from the Reserve Fund by the withdrawal of cash therefrom for
that purpose and by the sale or redemption of obligations held in the Reserve rund, in such
amounts as will provide cash in the Reserve Fund sufficient to make up any such deficiency with
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respect to the Bonds. Any deficiency created in the Reserve Pund by reason of any such
withdrawal and transfer to the Bond I'und shall then be made up within one year of the date of
withdrawal from 911 Sales Tax receipts, other MACC Funds or other legally available funds.
(c) Application and Investment of Moneys in the Bond Fund and Reser�ve Fund.
Money in the Bond Fund and Reserve Fund may be invested as perinitted by law.
Investments in the Bond Fund shall mature prior to the date on which such money shall
be needed for required interest or principal payments. Investments in the Reserve Fund shall
mature not later than the last maturity of any then outstanding MACC Bonds. All interest earned
and income derived by virtue of such investments shall remain in the Bond rund or the Reserve
Fund, as specified by the Treasurer, and be used to meet the required deposits therein.
Section 9. Pled�e of Taxation and Credit. The County hereby pledges and covenants
that all taxes imposed and collected pursuant to RCW 82.14.420 ("911 Sales Tax") shall be
applied as a priority for the payment of debt service on the Bonds. Tn addition, other MACC
Funds, if not then required for operational purposes, shall be deposited into the Bond Fund, if
required. As an additional priority, the Reserve Fund shall be drawn upon to pay debt service on
MACC Bonds. As additional sacurity for the repayment of the Bonds and to the extent 911 Sales
Tax collections, other MACC Funds and money on hand in the Reserve Fund is insufficient for
the payment of debt service on MACC Bonds, the County hereby irrevocably covenants and
agrees for as long as any of the Bonds are outstanding and unpaid that each year it will include in
its budget and levy an ad>>alorein tax upon all the property within the County subject to taxation
in an amount that will be sufficient, together with all other revenues and money of the County
legally available for such purposes, to pay tha principal of and interest on the Bonds as the same
'22' P:�20287 CMVN20287 APK 14/11/13
shall become due. All of such taxes so collected and any other mone� to be used for such
purposes shall be paid into the Bond Fund.
The County hereby irrevocably pledges that the annual tax provided for herein to be
levied for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to counties without a vote of the people, and that a sufficient poi�tion of each annual
levy to be levied and collected by the County prior to the full payment of the principal of and
interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the
payment of the principal of and interest on the Bonds.
The full faith, credit and resources of the County are hereby irrevocably pledged for the
annual levy and collection of said taxes and for the prompt payment of the principal of and
interest on the Bonds as the same shall become due.
Section 10. Defeasance. In the event that money and/or Government Obligations,
maturing at such time or tirnes and bearing interest to be eanled thereon in amounts (together
with such monay, if necessary) sufficient to redeem and retire part or all of the Bonds in
accordance with their terms, are set aside in a special account of the County to effect such
redemption and retirement, and such money and the principal of and interest on such
Government Obligations are irrevocably set aside and pledged for such purpose, then no further
payments need be made into the Bond Fund for the payment of the principal of and interest on
the Bonds so provided for, and the registered owners of such Bonds shall cease to be entitled to
any lien, benefit or security of this resolution except the right to receive the money so set aside
and pledged, and such Bonds shall be deemed not to be outstanding hereunder. The County shall �
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give written notice of defeasance �o the owners of all Bonds so provided and to each party 'I
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entitled to receive notice in accordance with Section 14 of this resolution.
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Section 11. Project Fund; Application of Bond Proceeds. There is hereby authorized
to be created a separate fund of the County to be 1cilown as the"2014 MACC Construction Fund"
(the "Project Fund"), which fund is to be drawn upon for the purpose of paying the costs of the
MACC 9-1-1 Dispatch Center Project as directed by the Board from time to time and paying
costs of issuance of the Bonds. At the time of delivery of the Bonds, the proceeds of the Bonds
shall be deposited as provided into the Reserve Fund and the Project Fund, as set forth in the
closing memorandum for the Bonds, approved by the County Representative. Deposits in the
Project Fund shall be used to pay the costs of the MACC 9-1-1 Dispatch Center Project as
described in Section 2 and all costs incidental thereto and to the issuance of the Bonds. Money in
the Project Fund shall be invested as provided by the Treasurer or his designee in legal
investments for County funds. Earnings on such investments shall accrue to the benefit of the
fund earning such interest. Any part of the proceeds of the Bonds remaining in the Project rund
after all costs of the Projects have been paid (including costs of issuance) may be used for any
capital purpose of the MACC or may be trans�erred to the Bond Fund.
Section 12. Tax Covenants; Special Desi ng ation.
(a) No Arbit�°age or�P�°ivate Activity Bonds. The County hereby covanants that it will
not make any use of the proceeds from the sale of the Bonds or any other fitnds of the County �
that may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code that will �
cause the Bonds to be "arbitrage bonds" within the meaning of said Section. The County will i
comply with the applicable requirements of Section 148 of the Code (or any successor provision
thereof applicable to the Bonds)througliout the term of the Bonds. ;
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The County further covenants that it will not talce any action or permit any action to be
talcen that would cause the Bonds to constitute "private activity bonds" under Section 141 of the
Code.
(b) P�°ivate Person Use Limitation for Bonds. The County covenants that for as long
as the Bonds are outstanding, it will not permit:
(1) More than 10% of the Net Proceeds of the Bonds to be allocated to any
Private Person Use; and
(2) More than 10% of the principal or interest payments on the Bonds in a
Bond Year to be directly or indirectly: (A) secured by any interest in property used or to be used
for any Private Person Use or secured b� payinents in respect of property used or to be used for
any Private Person Use, or (B) derived from payments (whether or not made to the County) in
respect of property, or borrowed money, used or to be used for any Private Person Use.
The County further covenants that, i£
(3) More than five percent of the Net Proceeds of the Bonds are allocable to
any Private Person Usa; and
(4) More than five percent of the principal or interest payments on the Bonds
in a bond year are (under the terms of this resolution or any underlying arrangement) directly or
indirectly: (A) secured by any interest in property used or to be used for any Private Person Use
or secured by payments in respect of property used or to be used for any Private Person Use, or
(B) derived from payments (whether or not made to the County) in respect of property, or
borrowed money, used or to be used for any Private Person Use, then, (i) any Private Person Use
of the project described in subsection (3) hereof or Private Person Use payments described in
subsection(4) hereof that is in excess of the five percent limitations described in such
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subsections (3) or (4) will be for a Private Person Use that is related to the state or local
governmental use of the MACC 9-1-1 Dispatch Center Project financed with Bond proceeds, and
(ii) any Private Person Use will not exceed the amount of Net Proceeds of the Bonds used for the
state or local governmental use portion of the project to which the Private Person Use of such
portion of such MACC 9-1-1 Dispatch Center Project relate. The County further covenants that
it will comply with any limitations on the use of the project by other than state and local
governmental users that are necessary, in the opinion of its bond counsel, to preserve the tax
exemption of the interest on the Bonds. The covenants of this section are specified solely to
assure the continued exemption froin regular income taxation of the interest on the Bonds.
(c) Designation under Section 265(b) of the Code. The County hereby designates the
Bonds as "qualified tax-exempt obligations"under Section 265(b)(3) of the Code for banks, thrift
institutions and other financial institutions. The County does not anticipate that it will issue
more than$10,000,000 in qualified tax-exempt obligations during the year 2014. '
Section 13. Sale of Bonds.
, (a) Bond Sale. The Bonds shall be sold by negotiated sale to the Underwriter
pursuant to the terms of the Bond Purchase Contract. The County Representative is hereby
authorized to negotiate terms for the purchase of the Bonds and to execute the Bond Purchase
Contract, with such terms as are approved by the County Representative pursuant to this section
and consistent with this resolution. The Board has been advised by the Underwriter 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 Board. The Board has determined that it is in the
best interest of the County to delegate to the County Representative for a limited time the
authority to approve the final interest rates, aggregate principal amount and principal amounts of j'�
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each maturity of the Bonds and determine the redeinption rights for the Bonds. The County
Representative is hereby authorized to approve the final interest rates, aggregate principal
amount, principal maturities and redemption rights for the Bonds in the manner provided
hereafter so long as (i)the aggregate principal amount of the Bonds issued pursuant to this
resolution does not exceed $8,300,000; (ii)the true interest cost for the Bonds (in the aggregate)
does not exceed 5.00%; and (iii) the Bonds shall be subject to optional redemption in no less than
10.5 years from date of issuance.
' In determining the final interest rates, aggregate principal amount, principal maturities
and redemption rights, the County Representative, in consultation with County staff and the
Underwriter, shall take into account those factors that, in lus or her judgment, will result in the
lowest true interest cost on the Bonds to their maturity, including, but not limited to current
financial marlcet conditions and current interest rates for obligations comparable in tenor and
quality to the Bonds. Subject to the terms and conditions set forth in this Section 13, the County
Representative is hereby authorized to execute the final form of the Bond Purchase Contract.
Following the execution of the Bond Purchase Contract, the County Representative shall provide
a report to the Board, describing the final tenns of the Bonds approved pursuant to the authority
delegated in this section. The authority granted to the County Representative by this Section 13 '
shall expire 180 days after the date of approval of this resolution. If a Bond Purchase Contract �
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for Bonds has not been executed within 180 days after the date of final approval of this ;
resolution, the authorization for the issuance of such Bonds shall be rescinded, and Bonds shall �
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not be issued nor their sale approved unless such Bonds shall have been re-authorized by i
Resolution of the Board. The Resolution re-authorizing the issuance and sale of such Bonds may '
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be in the form of a new resolution repealing this resolution in whole or in part or may be in the
'27' P:�20287 CM1M20287 APK 14/11l13 I
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form of an ainendatory resolution approving a bond purchase contract or establishing terms and
conditions for the authority delegated under this Section 13.
(b) DelzveNy; Documentation. Upon the passage and approval of this i•esolution, the
proper officials of the County including the County Representative, are authorized and directed
to undertake all action necessary for the proinpt execution and delivery of the Bonds to the
Underwriter thereof and further to execute all closing certificates and documents requirad to
effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase
Contract. In furtherance of the foregoing, the County Representative is authorized to approve
and enter into agreements for the payment of costs of issuance, including Underwriter's discount,
the fees and expenses specified in the Bond Purchase Contract, including fees and expenses of
Underwriter and other retained services, including bond counsel, financial advisor, rating
agencies, fiscal agency, and other expenses customarily incurred in connection with issuance and
sale of bonds.
(c) Prelin2inary and Final Offzcial Statements. The County Representative is
authorized to ratify and to approve for purposes of the Rule, on behalf of the County, the Official
Statement (and any Preliminary Official Statement) relating to the issuance and sale of the Bonds
and the distribution of the Official Statement pursuant thereto with such changes, if any, as may I
be deemed to be appropriate by the County Representative.
Section 14. Undertaking to Provide On oin� Disclosure. The County Representative
is hereby authorized to enter into a written undertalcing for the benefit of the owners of the Bonds
as required by Section (b)(5) of the Rule (the "Continuing Disclosure Agreement"). The
Continuing Disclosure Agreement constitutes the County's written undertaking for the benefit of
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the owners(including Beneficial Owners) of the Bonds as required by Section(b)(5) of the Rule. i
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Section 15. Severabilitv. If any one or more of the covenants and agreements provided
in this resolution to be perforined on the part of the County 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 of this resolution and shall in no way affect the validity of the other provisions of
this resolution or of the Bonds.
Section 16. Effective Date. This resolution shall be effective from and after its
adoption as provided by law.
ADOPTED by the Board of County Commissioners of Grant County, Washington, at a
regular ineeting thereof held this 14th day of November, 2014.
BOARD OF COUNTY
COMMISSIONERS:
r
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Carolann Swartz, Chair
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Richard Stevens, Member
indy Carter, ember
ATTEST:
. ���� �
� ��t �,...°.
/� 1er c of the Boarl.�I � `"�
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CERTIFICAT�
I, the undersigned, Clerk of the Board of County Commissioners of Grant County,
Washington (herein called the "Board") and keeper of the records of the County, DO HEREBY
CERTIFY:
l. That the attached Resolution is a true and correct copy of Resolution
No. 14-063-CC of the County (herein called the "Resolution"), as finally adopted at a regular
meeting of the Board held on the 14th day of November, 2014, 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
quorum of the Board was present throughout the meeting and a legally sufficient number of
members of the Board voted in the proper manner for the approval of said Resolution; that all
other requirements and proceedings incident to the proper approval of said Resolution have been
duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this
certificate.
IN WITNESS WHER�OF, I have hereunto set my hand this �� day of '��� �.�-
2014:
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