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HomeMy WebLinkAboutResolution 16-009-CC GRANT COUNTY, WASHINGTON LIMITED TAX GENERAL OBLIGATION BONDS, 2016 ; RESOLUTION NO. 16-009-CC A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE COUNTY 1N 'THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO . EXCEED $7,200,000 TO FINANCE CERTAIN COURTHOUSE UPGRADES, MODERNIZATION AND HISTORICAL PRESERVATION AND IMPROVEMENTS TO THE JUVENILE DETENTION FACILITY OF THE COUNTY; 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 1N CONNECTION WITH THE SALE. ADOPTED ON FEBRUARY 1, 2016 PREPARED BY: K&L GATES LLP SEATTLE,WASHINGTON GR.ANT COUNTY RESOLUTION NO. 16-009-CC TABLE OF CONTENTS* Pa�a Section1. Definitions.............................................................................................................2 Section 2. Authorization of the Projects; Authorization and Description of Bonds..............5 Section 3. Registration, Exchange and Payrnents..................................................................6 Section 4. Redeinption Prior to Maturity and Purchase of Bonds ....................................... 11 Section5. Form of Bonds .................................................................................................... 15 Section 6. Execution of Bonds............................................................................................. 17 Section 7. Lost or Destroyed Bonds..................................................................................... 18 Section8. Bond Fund........................................................................................................... 18 Section 9. Pledge of Taxation and Credit............................................................................ 18 Section10. Defeasance.......................................................................................................... 19 Section 11. Project Fund; Application of Bond Proceeds......................................................20 Section 12. Tax Covenants; Special Designation..................................................................20 Section13. Sale of Bonds......................................................................................................22 Section 14. Undertaking to Provide Ongoing Disclosure......................................................24 Section 15. Severability.........................................................................................................25 Section 16. Effectiva Date .....................................................................................................25 * Neither this table of contents nor the preceding cover page are a pai-t of this resohltion, and are included solely for convenience of the reader. -1- P:\20287 CMW\20287 BBL 16/01/29 RESOLUTION NO. 16-009-CC A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE COUNTY 1N THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,200,000 TO FINANCE CERTAIN COURTHOUSE UPGRADES, MODERNIZATION AND HISTORICAL PRESERVA'TION AND IMPROVEMENTS TO THE JUVENILE DETENTION FACILITY OF , THE COUNTY; PROVIDING FOR THE ANN UAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND DELEGATING CERTAIN AUTHORITY TO THE COUNTY TREASURER 1N CONNECTION WITH THE SALE. WHEREAS, the Board of County Commissioners (the "Board") of Grant County, Washington (the "County") has detennined that it is in the best interest of the County that it malce certain Courthouse upgrades, modernization and historical preservation and improvements to the Juvenile Detention Facility of the County (the "Projects", as described in Section 2 of this resolution); and WH�REAS, it is in the best interest of the County to issue limited tax general obligation bonds in order to finance the Projects; and WHEREAS, the County is authorized by chapters 36.67 and 39.46 RCW to issue general obligation bonds payable from, inte�cclia, regular tax levies of the County; and WHEREAS, the Board has determined to delegate to the County Representative (as defined below) certain matters relating to the manner and timing of sale of such bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, as follows: �� i i i Section 1. Definitions The following words and terms as used in this resohYtion shall have the following meanings for all purposes of this resolution, unless a differeilt meaning clearly appears froin the context: Benefzcial Owne�means any person that has or shares the power, directly or indirectly to ' � make investment decisions concerning ownarship of any Bonds (including persons holding j Bonds through nominees, depositories or other intermediaries). Board ineans the Board of County Commissioners, the general legislative body of the i County, as constituted from time to time. j i Boncl Fai�ic�means the "Grant County Limited Tax General Obligation Bond Fund, 2016" ; i as described in Section 8 hereof. i Bond Purchase ContNact means, the purchase contract relating to the Bonds between the � I County and the LJnderwriter. i � Bon�l Registe� means the registration books maintained by the Bond Registrar for the � i purpose of identifying ownership of tha Bonds. � � Bond Registra� ineans the fiscal agency of the State of Washington, for the purposes of I registering and authenticating the Bonds, inaintaining the Bond Register, effecting the transfer of ; � ownership of the Bonds and paying interest on and principal of the Bonds. � I I Bonds mean the Grant County, Washington Limited Tax General Obligation Bonds, 2016 I to be issued pursuant to this resoltition with the aggregate principal amount of not to exceed � $7,200,000. Cocle 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 � �i promulgated with respect to such provision. � i ; i '2' P:\20287_CMW\20287_BBL 16I01/29 I I I i � i � � County means Grant County, Washington, a political subdivision duly organized and ; i existing by virtue of the Constitution and laws of the State of Washington. ; County RepNesentative means the Treasurer of the County. DTC ineans The Depository Tn.ist Company of New Yorlc, a limited purpose trust � coinpany organized under the laws of the State of New York, a depository for the Bonds pursuant , to Section 3 hereof. Government Obligatzorzs has the meaning given such tenn in Chapter 39.53 RCW, as the same may be amended or restated from time to time. Letter of Representations ineans the blanket issuer letter of representations from the County to DTC. MSRB means the Municipal Securities Rulemalcing Board or any successor to its functions. Private PeNso�z ineans any natural person engaged in a trade or business or any tnist, estate, partnership, association, company or corporation. PNivate PeNson 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 arrangeinents that transfer to the Private Person tlie 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 apai-t 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 propei-ty to the Private Person on a day-to-day basis if the rental paid by such Private Person is the same as the rental paid by any Private Person who desires to rent the property. Use of property by nonprofit �3- P:\20287 CMW\20287 BBL 16/01/29 , , cominunity groups or corrununity recreational groups is not treated as Private Person Use if sltch use is incidental to the govermnental uses of property, the property is made available for stich use by all such community groups on an equal basis and such community groups are charged only a de minimzs fee to cover custodial expenses. PNojects means the projects described and authorized by Section 2 of this resolution. PNoject Funcl means the 2416 Bond Constri.iction Fund as described in Section 11 hereof, which name of the fiind may be changed prior to closing, as directed by the County Representative. Registerecl Ow�zeN means the person named as the registered owner of the Bonds in the Bond Register. Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended froin time to time. SEC means the United States Securities and Exchange Commission. Te�m Bon�ls means any Bonds designated by the Underwriter as Term Bonds in the Bond Purchase Contract. TNeasuNer means the treasurer of the County pursuant to RCW Ch. 36.29, as amended from time to time. Uncle�wr�iter means D.A. Davidson& Co., Seattle, Washington. Rules of Interpretation: In this resolution, unless the context otherwise requires: � (a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar terms, as used in this resolution, refer to this resohition as a whole and not to any particular -4- P:\20287 CMW\20287 BBL 16/01/29 f article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the tenn "heretofore" shall mean before, the date of this resolution; (b) Words of the masculine gender shall inean and include correlative words of the feminine and neuter genders and words importing the singular number shall inean and include the plural number and vice versa; (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well ' as natural persons; � I (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 hereo�, shall be solely � I for convenience of reference and shall not constitute a part of this resolution, nor shall they affect , � its meaning, construction or effect; and j I (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 Proiects; Authorization and Description of Bonds. � (a) P�ojects. The Bonds are being issued to provide funds to pay part of the costs of � , courthouse upgrades, modernization and historical preservation and improvements to the Juvenile I Detention Facility of the County and other capital improvements, approved by the Board (the I "Proj ects"). � i (b) Boncls. The County shall now issue and sell its limited tax general obligation j I bonds in the aggregate amount of not to exceed $7,200,000 for the purpose of providing the � funds necessary to finance the Projects and pay costs of issuance of the Bonds. The Bonds shall �� � be issued as a single series and shall be designated "Grant County, Washington, Limited Tax � I � -5- P:\20287_CMW\20287_BBL 16/01/29 � I General Obligation Bonds, 2016" with additional designation, if any, as approved by the County Representative (the "Bonds"), shall be dated as of the date of their initial delivery, shall be fiilly 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 nuinbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification and control, and shall bear interest at the per annuin rates, payable on the dates and maturing in principal amounts set forth in the Bond Purchase Contract, pursuant to Section 13 of this resolution. The Bonds of any of the maturities may be combined and issued as tenn bonds ("Term Bonds"), subject to mandatory redemption as provided in the Bond Purchase Contract. Section 3. Re�istration, Exchan�e and Pa ents. (a) Boncl Regist�ar/Boncl Register. The Board hereby requests that the Treasurer specify and adopt the systein of registration approved by the Washington State Finance Cominittee froln 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 malce all necessary provisions to permit the exchange or registration or trans�er of Bonds at its principal corporate trust office. The Bond Registrar may be reinoved 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 ef'fective 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 authentieate and deliver Bonds transferred or exchanged in accordance with the provisions of such Bonds and this resolution and to carry out -6- P:120287 CMW\20287 BBL 16/01/29 i • i i � all of the Bond Registrar's powers and duties Ltndar this resolution. The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication of the Bonds. (b) Registe�ed Owne�^ship. The County and the Bond Registrar, each in its discretion, inay deem and treat the Registered Owner of each Bond as the absolute owner thereof for all puiposes (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. Payrnent of any such Bond shall be made only as described in Section 3(h) hereof, but such Bond may be transferred as herein provided. All such payments made as described in Section 3(h) shall be valid and sl�all satisfy and discharge the liability of the County upon such Bond to the extent o�the amount or amounts so paid. (c) DTC Acceptc�nce/Lette�s of Rep�esentc�tzons. The Bonds initially shall be held in fiilly immobilized forin 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 Blanket Issuer Letter of Representations (the "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 ainoltnt 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 tal�en by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held in fully-immobilized form hereunder, -7- P;\20287 CMW\20287 BBL 16/01/29 i . � , � � DTC or its successor depository shall be deeined to be the Registered Owner for all purposes , i I hereunder, and all references herein to the Registered Owners shall mean DTC (or any successor ' � depository) or its nominee and shall not inean the owners of any beneficial interest in such j Bonds. � i If any Bond shall be duly presented for payment and fiinds have not been duly provided � by the County on such applicable date, then interest shall continue to accrue thereafter on the I i unpaid principal thereof at the rate stated on such Bond until it is paid. The Bonds shall not be , subject to acceleration. ' (d) Use of Deposito�y. i � (1) The Bonds shall be registered initially in the name of "Cede & Co.", as ; nominee of DTC, with one Bond maturing on each of the maturity dates for the Bonds in a ! ; denomination corresponding to the total principal therein designated to mature on such date. j Registered ownership of such iminobilized Bonds, or any portions thereof, may not thereafter be I 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. � i (2) Upon the resignation o�DTC or its successor (or any substitute depository � i or its successor) from its fiinctions as depositoiy or a determination by the Treasurer to � � discontinue the system of book entry transfers through DTC or its successor (or any substitute � i depository or its successor), the Treasurer may hereafter appoint a substitute clepository. Any � i such substitute depository shall be qualified under any applicable laws to provide the services ; I proposed to be provided by it. � � I i O � -O- P;\20287_CMW\20287_BBL 16/01/29 � I (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 name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Treasurer. (4) In the event that (A) DTC or its successor (or substitute depository or its successor) resigns from its fiinctions as depository, and no substitute depository can be obtained, or (B) the Treas�.irer determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fiilly-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 tha Treasurer to the Bond Registrar, new Bonds sh�ll be issued in the appropriate denominations and.registered in the names of such persons as are requested in such written request. (e) RegzstNation of Tr^ansfe�^ of Ownership or Exehctnge; Chc�nge in Denomznc�tions. 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 fonn 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 surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to I the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new ^>' P:\20287 CMW\20287 BBL 16/01/29 Registered Owner) of the saine date, maturity and interest rate and for the same aggregate principal amount in any authorized denoinination, naining as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered Bond, in exchange for such surrendered and 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 authorized 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. (� Bond Registrar's Ownershzp of Boncls. The Bond Registrar may become 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, inay 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) RegzstNation Covenant. The County covenants that, until all Bonds have baen 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) Plc�ee cend Meditiam of Pc�y�nent. Both principal of ancl interest on the Bonds shall be payable in lawfiil money of the United States o� America. Interest on the Bonds sha11 be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds are in fiilly iinmobilized form, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of DTC refened to in the Letter of Representations. In the event that the Bonds are no longer in fiilly immobilized form, interest on the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for -1�- P:\20287 CMW\20287 BBL 16/01/29 such Registered Owners appearing on the Bond Register on the fifteenth day of the month preceding the interast payrnent 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 payrnent 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 sur�ender of such Bonds by the Registered Owners at the principal office of the Bond Registrar. Section 4. Redemption Prior to Maturity and Purchase of Bonds. (a) Optzonal Redefnption. The Bonds shall 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) Mandc�to�y Redemptzon. The Bonds may be subject to inandatory redemption to the extent, if any, set forth in the Bond Purchase Contract and as approved by the County Representative pltrsuant to Section 13. (c) Pzc�chase 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 County Representative. (d) Seleetion of Bonds for Reclemptzon. For as long as the Bonds are held in boolc- entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no longer held in uncei-tificated 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 -1 1- P:\20287 CMW\20287 BBL 16/01/29 increments of$5,000. In the case of a Bond of a denoinination 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 ainount of such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is redeemed, upon sul�render of 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 suin thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest rate in any of the denoininations herein authorized. (e) Notice of Recleinption. (1) Official Notice. For so long as the Bonds are held in uncertificated fonn, notice of redemption (which notice may be conditional) shall be given in accordance with the operational arrangements 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 forin), notice of redemption shall be given in the manner hereinafter provided. Unless waived by any owner of Bonds to be redeeined, official notice of any such redemption (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 bahalf 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 �xed for redemption to the Registered Owner of the Bond or Bonds to be recleemed at the address shown on the Register or at such other address as is fiirnished in writing by such Registered Owner to the Bond Registrar. -12- P:\20287 CMW\20287 BBL 16/01/29 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 ainounts) of the Bonds to be redeemed, , (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 from and after said date, and (E) the place where such Bonds are to be surrendered for payinent of the redemption price, which place of payment shall be the principal offica of the Bond Registrar. On or prior to any redemption date, unless the redemption was conclitional and the conditions for the redemption 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 portions of Bonds which are to be redeemed on that date. (2) Effect of Notice; Bonds Due. If notice of redamption has been given as aforesaid and the conditions for redemption have been satisfied, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redeinption price therein specified, and from and after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of sitch Bonds �or 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 redeinption date shall be payabla as herein provided for payinent of interest. -13- P;\20287 CMW\20287 BBL 16/01/29 i i All Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and ; I shall not be reissued. (3) Additional Notice. In addition to the foregoing notice, fiirther notice shall be given by the County as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any inanner 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 originally issued; (C) the rate of interest borne by each Bond being redeemed; (D)the maturity date of each Bond being redeeined; and (E) any other descriptive infor�nation needed to identify accurately the Bonds being redeemed. Each further notice of reclemption may be sent at least 25 days before the redemption date to each pai-ty 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 accordanca with rules promulgated by the SEC) and with such additional information as the County shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of sltch Bonds. (4) CUSI�' Number. Upon the payment of the redeinption price of Bonds being redeemed, each check or other transfer of fiinds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of slich 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 amendad by additions, deletions and changes in -14- P:\20287 CMW\20287 BBL 16/01/29 order to inaintain coinpliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. Section 5. Form of Bonds. The Bonds shall be in substantially the following form: NO. $ UNITED STATES OF AMERICA STATE OF WASHINGTON GRANT COUNTY LIMITED TAX GENERAL OBLTGATION BOND, 2016 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 idantifiad above, the Principal Amount indicated above and to pay interast thereon from , 2016, or the most recent date to which interest has been paid or duly provided for until payinent of this bond at the Interest Rate set forth above, payable on , 20_, and semianmtally thereafter on the first days of each succeeding and . Both principal of and interest on this bond are payable in lawfiil money of the United States of America. For so long as the bonds of this issue are held in fully immobilized form, pay�nents of principal and interest thereon shall be made as provided in accordance with the operational arrangeinents 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 the 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. 16-009-CC duly adopted by the Board of County Commissioners on February 1, 2016 (the "Bond Resohition"). Capitalized t�rms used in this bond have the ineanings given such tenns in the Bond Resolution. This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificata of Authentication hereon shall have been manually signed by or on behalf of the Bond Registrar. -15- P:\20287 CMW\20287 BBL 16/01/29 This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and date of maturity, except as to nlunber and amount in the aggregate principal amount of $ and is issued pursuant to the Bond Resolution for providing funds for the Projects and pay costs of issuance. The bonds of this issue are sltbject to redemption as stated in the Bond Purchase Contract and Official Statement dated The County hereby irrevocably covenants and agrees with the owner of this bond that 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 o�the electorate, upon all the property subject to taxation in ainounts sufficient, together with other revenues and inoney legally available 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 o�such principal and interest. The County has designated the bonds of this issue 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 issua 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 tha County to be impressed, imprinted, or otherwise reproduced hereon, as of this day of , 2016. [SEAL] GRANT COUNTY, WASHINGTON /s/ facsiinile or manual si�nature Chair of the Board of County Commissioners ATTEST: /s/facsimile or manual si ng ature Clerk of the Board of County Commissioners -16- P:\20287 CMW\20257 BBL 16/01/29 The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially the following form: ' CERTIFICATE OF AUTHENTICATION Date of Authentication: This bond is one of the bonds described in the within-mentioned Bond Resohition and is one of the Limited Tax General Obligation Bonds, 2016 of Grant County, Washington, dated , 2016. WASHINGTON STATE FISCAL AGENCY, Bond Registrar By _ Authorized Signer Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the County with the inanual 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 CoLtnty, such Bonds may nevertheless be altthenticated, 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 ' County although at the original date of such Bond any such person shall not have been such officer of the County, Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Bond Registrar, sha11 be valid or obligatory for -17- P:\20287 CMW\20287 BBL 16/01/29 any purpose or entitled to the benefits of this resolution. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this resolution. Section 7. Lost or Destroved Bonds. If any Bonds are lost, stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of lilce ainount, 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. A fiind of the County to be known as the "Grant County Limited Tax General Obligation Bond Fund, 2016" is hereby authorized and directed to be created in the office of the 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 daposited in the Bond Fund no later than the date such fiinds 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 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. Section 9. Pled�e of Taxation and Credit. The County 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 acl vcclorern tax upon all the property within the County subject to taxation -�O- P:\20287 CMW\20287 BBL 16/01/29 in an arnount that will be sufficient, together with all other revenues and inoney of the County legally available for such put�poses, to pay the principal of and interest on the Bonds as the same shall become due. All of such taxes so collected and any other money 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 pat-t of th� tax levy permitted to cotinties without a vote of the people, and that a sufficient portion of each annual levy to be levied and collected by the County prior to the fiill 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 times and bearing interest to be earned thereon in amounts (together with such money, if necessary) sufficient to redeem and retire part or all of the Bonds in accordance with their terms, are set aside in a special account of the County to effect such redemption and retirement, and sL�ch monay 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 payinent 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 resohition except the right to receive the money so set aside and pledged, and such Bonds shall be cleemed not to be olttstanding hereunder. The County shall -1>- P:\20287 CMW\20287 BBL 16/01/29 give written notice of defeasance to the owners of all Bonds so providecl and to each party entitled to receive notice in accordance with Section 14 of this resolution, Section 11. Project Fund; Application of Bond Proceeds. There is hereby authorized to be created a separate fund of the County to be known as the "2016 Bond Construction Fund" (the "Project Fund"), which fiind is to be drawn upon for the purpose of paying the costs of the Projects as directed by the Board fiom 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 into the Project Fund and used to pay the costs of the Projects as clescribed in Section 2 and all costs incidental thereto and to the issLtance 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 Fund after all costs of the Projects have been paid (including costs of issuance) may be used for any capital purpose of the County or may be transferred to the Bond Fund. Section 12. Tax Covenants; Special Desi ng ation. (a) No Arbit�^cege or^Privicete Aetivity Boncls. The County hereby covenants that it will not make any use of the proceeds from the sale of the Bonds or any other funds of the County that may be deemed to be proceeds of such Bonds pursu�nt to Section 148 ot'the Code that will cause the Bonds to be "arbitrage bonds" within the meaning of said Section. The County will comply with the applicable requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) throughout the term of the Bonds. -2�- P:\20287 CMW\20287 BBL 16/01/29 Tha County further covenants that it will not take any action or perinit any action to be taken that would cause the Bonds to constitute "private activity bonds" under Section 141 of the Code. (b) Privc�te Pe�son Use Limitcetion fo�Boncls. The County eovenants 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 by payrnents 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 fiirther covenants that, if: (3) More than five percent of the Net Proceeds of the Bonds are allocable to any Private Person Use; 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 payrnents 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 inoney, used or to be used for any Private Person Use, then, (i) any Private Person Use of the projects 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 -21- P:\20287 CMW\20287 BBL 16/01/29 subsections (3) or (4) will be for a Private Person Use that is related to the state or local governmental use of the projects financed with Bond proceeds, and (ii) any Private Person Use will not axceed the ainount of Net Proceeds of the Bonds used for the state or local govermnental ' use portion of the project to which the Private Person Use of such portion of such projects relate. The County fiirther covenants that it will.coinply 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) Designc�tion zanc�er 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 2016 (excluding obligations permitted by the Code to be exchided for purposes of tha County's qualification as a qualified small issuer). Section 13. Sa1e of Bonds. (a) Bond Sale. The Bonds shall be sold by negotiated sale to the Underwriter pLtrsuant to the tenns of the Bond Purchase Contract. The County Representative is heraby 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 -22- P:\20287 CMW\20287 BBL 16/01/29 best interest of the County to delegate to the County Representative for a limited time the authority to approve the final interest rates, aggragate principal amount and principal amounts of each maturity of the Bonds and determine the redemption rights for the Bonds. The County Representative is hareby authorized to approve the final interest rates, aggregate principal ainount, principal maturities and redeinption 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 $7,200,000; (ii) the true interest cost for the Bonds (in the aggregate) does not exceed 3.85%; and (iii) the Bonds shall be subject to optional redemption within 10.5 years from date of iss�.iance. Tn determining tha final interest rates, aggregate principal amount, principal maturities � and redemption rights, the County Representative, in consultation with County staff and the Underwriter, shall talce into account those factors that, in his or her judgment, will result in the lowest titiie interest cost on the Bonds to their maturity, inchiding, but not limited to current financial market conditions and current interest rates for obligations comparable in tenor and quality to the Bonds. Subject to the tarms 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 terms 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 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 not be issued nor their sale approved unless such Bonds shall have been re-authorized by -23- P:\20287 CMW\20287 BBL 16/01/29 resolution of the Board. The i•esolution re-authorizing the issuance and sale of such Bonds may be in the form of a new resolution repealing this resolution in whole or in part or inay be in the foi7n of an amendatoiy resohition approving a bond purchase contract or establishing tenns and conditions for the authority delegated under this Section 13. (b) Delivery; Documentation. Upon the passage and approval of this resolution, the proper officials of the County including the County Representative, are authorized and directed to undertake all action necessary for the prompt execution and delivery of the Bonds to the Underwriter thereof and fiirther to execute all closing certificates and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract. In fiirtherance 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 �nd 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) P�elzminc��y and Fznccl Official 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 be deemed to be appropriate by the County Representative. Section 14. Undertaking to Provide Ongoin� Disclosure. The County Representative is hereby authorized to enter into a written undei�taking for the benefit of the owners of the Bonds as required by Section (b)(5) of the Rule (the "Continuing Disclosure Agreement"). The -24'- P:\20287 CMW\20287 BBL 16/01129 Continuing Disclosure Agreemant constitutes the County's written undertaking for tha benefit of the owners (including Beneficial Owners) of the Bonds as required by Section(b)(5) of the Rule. Section 15. Severabilitv. If any one or more of the covenants and agreements provided , in this resolution to be performed on the part of the County shall be declared by any court of coinpetent jurisdiction to be contraiy 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 agreeinants of this resohition 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. -ZJ- P:\20257 CMW\20287 BBL 16/01/29 ADOPTED by the Board of County Commissioners of Grant County, Washington, at a regl.tlar meeting thereof held this 1 st day of February, 2016. BOARD OF COUNTY COMMISSIONERS: I ,,,,,,"�,��������,,,,,,, G� �,\`\�yo�M\SSlp�y������' 'ndy Carter, Chair �' +. :' ���r � � � �iQ� , "�i��,?.. "°'"y^� ;+�� ,��1"'� �w/ � r �• �y �fy�� ',,, ,p'+•,.,,.: Q�?!a`'.y��'�` Carolann Swartz Memba rp���/���j�B���N��"�������� � Richard Stevens, Member ATTEST: � , �� ,-.. i �,.` ,. � � 1 k of the Board -26- P:\20287 CMW\20287 BBL 16/01/29 i CERTIFICATE 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: 1. That the attached Resolution is a true and correct copy of Resolution No. 16-009-CC o�the County (herein called the "Resolution"), as finally adopted at a regular meeting of the Board held on the 1 st day of February, 2016, and duly recorded in my office. 2. That said meeting was duly convened and held in all respects in accordance with law, and to the extent required by law, due and proper notice of such meeting was given; tha� quori.im of the Board was present throughout the meeting and a legally sufficient number of ineml�ers of the Board voted in the proper inanner for the approval of said Resolution; that all other reqltirements 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 axecute this cartificata. IN WITNES S WHEREOF, I have hereunto set my hand this 1 st day of FebrLtary, 2016. � ,.- � ��.� ' Clerk the� oard P:\20287 CMW\20287 66L 1/29116