HomeMy WebLinkAboutResolution 16-075-CC ,
October 24, 2016
9:30 a.m.
In Attendance:
Cindy Carter, Chair
Richard Stevens, Member
Barbara J. Vasquez, Clerk of the Board
The Commissioners held a meeting to approve a Resolution for authorizing the issuance and sale of
Sales Tax/Limited Tax General Obligation Refunding Bonds of the County in the aggregate amount of not
to exceed $6,950,000.00 for the purpose of refunding certain outstanding bonds; 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 connection with the sale,
A motion was made by Commissioner Stevens, seconded by Commissioner Carter,to adopt Resolution
No. 16-075-CC as attached. The motion passed with 2 Commissioners in attendance.
,
GRANT COUNTY, WASHINGTON
SALES TAX/LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2017
RESOLUTION NO. 16-075-CC
A RESOLUTION OF THB BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SALES TAX/LIMITED TAX GENFRAL OBLIGATION
REFUNDING BONDS OF THE COUNTY IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $6,950,000 FOR THE
PiJRPOSE OF REFUNDING CERTAIN OUTSTANDING BONDS;
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 OCTOBER 24, 2016
PREPARED BY:
K&L GaTEs LLP
SF,ATTLE,WASHINGTON
GRANT COUNTY
RESOLUTION NO. 16-075-CC
TABLE OF CONTENTS*
Pa�e
Section1. Definitions.............................................................................................................2
Section 2. 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. For�n of Bonds .................................................................................................... 16
Section 6. Execution of Bonds............................................................................................. 18
Section 7. Lost or Destroyed Bonds..................................................................................... 19
Section 8. Bond Fund; Reserve Fund...................................................................................20
Section 9. Pledge of Taxation and Credit............................................................................21
Section 10. Defeasance..........................................................................................................22
Section 11. Application of Bond Proceeds and Redemption of the Refiinded Bonds...........23
Section 12. Tax Covenants; Special Designation..................................................................26
Section13. Sale of Bonds......................................................................................................28
Section 14. Undertaking to Provide Ongoing Disclosure......................................................30
Section15. Severability.........................................................................................................35
* Neither this table o�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. 16-075-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SALES TAX/LIMITED TAX GENERAL OBLIGATION
REFUNDING BONDS OF THE COUNTY IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $6,950,000 FOR THE
PURPOSE OF REFUNDING CERTAIN OUTSTANDING BONDS;
PROVIDING FOR THE ANNUAL LEVY OF TAXES TO PAY THE
PRINCIPAL OF AND 1NTEREST ON THE BONDS; AND DELEGATING
CERTAIN AUTHORITY TO THE COUNTY TREASURER 1N
CONNECTION WITH THE SALE.
WHEREAS, Grant County, Washington (the "County") issued its Sales Tax/Limited Tax
General Obligation Bonds, 2010 (Multi Agency Communications Center) pursuant to Resolution
No. 10-087-CC under date of November 23, 2010 (the "2010 Bond Resolution"), in the original
aggregate principal amount of $9,605,000 (the "2010 Bonds") which remain outstanding as
follows:
Maturity Years
(December 1) Principal Amounts Interest Rates
2016 $ 380,000 3.00%
2017 395,000 4.00
2018 410,000 4.00
2019 425,000 4.00
2020 440,000 4.00
2025 2,540,000 5.00
2030 3,230,000 4.90
; and
WHEREAS, the 2010 Bond Resolution authorizes the defeasance and redemption of the
2010 Bonds maturing on and after December 1, 2021 (the "Refunding Bond Candidates"), in
whole or in part on any date on or after December 1, 2020, at a price of par plus accnied interest
to the date of redemption; and '
WHEREAS, the County is authorized by RCW chs. 36.67 and 39.46 to issue general
obligation bonds; and
' WHEREAS, after due consideration it appears to the Board of Coltnty Commissioners
(the `Board") of the County that soine or all of'the Refunding Bond Candidates may be defeased
and refunded by the proceeds of the bonds herein authorized in total principal amount of not to
exceed $6,950,000 authorized herein (the "Bonds"); 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 the Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF GRANT COLTNTY, WASHINGTON, as follows:
Section 1. Definitions The following words and terms as Ltsed in this resolution shall
have the following meanings for all purposes of this resolution, unless a different meaning
clearly appears from the context:
AcquiNecl Obligations means the Government Obligations acquired by the County under
the terms of this resolution and the Escrow Agreeinent to effect the defeasance and refiinding of
the Refunded Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly to
make investment decisions concerning ownership of any Bonds (including persons holding
Bonds through nominees, depositories or other intermediaries).
Boa�cl means the Board of County Commissioners, the general legislative body of the
County, as constituted from time to time.
Boncl Fund means the "MACC Bond" as described in Section 8 hereof.
Bon�l Pz�r�chczse Contrccet means the purchase contract relating to the Bonds between the
County and the Underwriter.
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Bond Registey means the registration books maintained by the Bond Registrar for the
purpose of identifying ownership of the Bonds.
Bon�l Registrar means the fiscal agent 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.
Bo�zds ineans the Sales Tax/Limited Tax General Obligation Refunding Bonds, 2017 of
the County issued pursuant to this resolution with a principal amount of not to exceed
$6,950,000.
Call Dczte means December l, 2020.
Code means the federal Internal Revenue Code of 1986, as amended. Any reference to a
provision of the Code shall include the applicable regiilations of the Depai-tment of the Treasury
promulgated with respect to such provision.
Costs of Issuance Agreenaent means the agreelnent of that name, to be entered into by
the County and the Escrow Agent.
County means Grant CoLtnty, Washington, a political subdivision duly organized and
existing by virhie ot'the Constitution and laws of the State of Washington.
Coacnty Representative means the Treasurer of the County.
DTC means The Depository Trust Company of New York, a limited purpose trust
company organized tilnder the laws of the State of New York, a depository for the Bonds pursuant
to Section 3 hereof.
Esc�ow Agent means U.S. Bank National Association, Seattle, Washington.
Esc�ow Ag�^eement means the Escrow Deposit Agreement to be dated as of the date of
closing and delively of the Bonds.
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Governnzent Obligatrons has the meaning given such term in Chapter 39.53 RCW, as the
same may be amanded or restated from time to time.
Lette� of Rep�^eserztations means the blanket 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.
MACC Bonds mean the 2010 Bonds, the 2014 Bonds, the Bonds and any general
obligation bonds of the County issued in the fiiture for the purpose of fiinding capital purposes of
MACC and supported by the 911 Sales Tax.
MACC Funds mean other legally available funds of the MACC, inchiding user fees, to
the extent not required to be used to pay operational expenses of the MACC.
MSRB means the Municipal Securities Rulemaking Board or any successor to its
functions.
911 Sales 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 fiinding of MACC purposes.
Przvc�te PeNson means any natural person engaged in a trade or business or any trust,
estate, partnership, association, company or corporation.
Private Person Use means the use o�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 anangements 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
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apart from the general publia 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
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 such community groups on an equal basis and such community groups are charged only a
cle minimis fee to cover custodial expenses.
Reficnc�ing Bond Canclz�lates means all or a portion of the 2010 Bonds maturing on or
after December 1, 2021.
Reficnclecl Boncls means those Refunding Bond Candidates designated by the County
Representative or his/her designee pursu.ant to authority delegated by Section 13 of this
resolution.
Registered Owne� means the person named as the registered owner of the Bonds in the
Bond Register.
Reserve Facnd 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 Re�acir^errcent 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 �inoLint as shall be required to maintain the exemption of interest of any Boncls
from taxation under the Code. The Reserve Requirement inay be recalculated upon each
payrnent of principal of MACC Bonds.
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Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same inay be amended from tiine to time.
Sava�gs Target means a dollar amount at least equal to four percent (4.00%) of the
principal amount of the Refunded Bonds.
SEC means the United States Securities and Exchange Commission.
Te�^�a Bo�z�ls means any Bonds designated by the Underwriter therefor as Term Bonds in
the Bond Purchase Contract.
Treccsurer^ means the treasurer of the County pursuant to RCW Ch. 36.29, as amended
from time to time.
2010 Boncl Resolaction means Resolution No. 10-087-CC adopted on November 23,
2010.
2010 Bonds means the Sales Tax/Limited Tax General Obligation Bonds, 2010 (Multi
Agency Communications Center), of the County issued under date of December 7, 2010, and
presently outstanding in the aggregate principal amount of$7,820,000.
2014 Bonds means the Sales Tax/Limited Tax General Obligation Bonds, 2014 (Multi
Agency Communications Center), of the County issued under date of Dacember 23, 2014 in the
initial aggregate principal amount of$7,485,000.
Un�ler�writeN means D.A. Davidson& Co., Seattle, Washington.
Rules of Interp�etation:
In this resohition, unless the context otherwise requires:
(a) The tenns "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this resolution, refer to this resolution as a whole and not to any particular
article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the
term "heretofore" shall mean before, the date of this resolution;
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(b) Words of the inasculine gender sha11 inean and include correlative words of the
feininine and neuter genders and words iinporting the singiilar n�unber shall mean and include
the plural number and vice versa;
(c) Words iinporting persons shall include fir�ns, associations, partnerships (including
limited partnerships), tilists, corporations and other legal entities, inchiding public bodies, as well
as natural persons;
(d) Any headings preceding the text of the several articles and Sections of this
resohition, and any table of contents or inarginal notes appended to copies hereof, shall be solely
for convenience o�reference and shall not constitute a part of this resohYtion, 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. ALrthorization and Describtion of Bonds. For the purpose of refiinding the
Refiinded Bonds and paying the costs of issuance of the Bonds, the County shall issue its sales
tax/limited tax general obligation refunding bonds in the aggregate principal ainount of not to
exceed $6,950,000 (the "Bonds"). The Bonds shall be designated the "Grant County,
Washington Sales Tax/Limited Tax General Obligation Refiinding Bonds, 2017," shall be dated
as of the date of dalivery of the Bonds, 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 sitch manner and
with any additional designation as the Bond Registrar deems necessary for purposes of
identification and control, shall bear interest at the per annum rates, payable on the dates and
maturing in principal amounts set foi-th in the Bond Purchase Contract, pursuant to Section 13.
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The Bonds of any of the maturities inay be coinbined and issued as tei7n bonds ("Term Bonds"),
subject to mandatory redemption as provided in the Bond Purchase Contract.
Section 3. Re�istration, Exchan�e and Pa i�s.
(a) Boncl Regzst�^cc�/Bonc� Regzste�^. The Board hereby requests that the Treasurer
specify and adopt the systein of registration approved by the Washington State Finance
Committee from time to time through the appointment of state fiscal agents. 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 o�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 this 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 con.tained in the Certificate of Authentication of the Bonds.
(b) Registe�ecl Owne�ship. 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 Colmt� 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 payrnents made as described in Section 3(h) shall be valid and shall satisfy
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and discharge the liability of the County upon such Bond to the extent of the amount or amounts
so paid.
(c) DTC Acceptcznce/Letters of Rep�esentcztzons. 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
inaintained 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
talcen by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds
are held in fiilly-immobilized form hereunder, DTC or its successor depository shall be deeinecl
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 noininee and shall not mean the
owners of any beneficial interest in such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
by the County on such applicable date, then interest shall continue to accrue thereafter on tihe
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 ofDepositor^y.
(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.
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 put•suant to subsection(ii) below or
such substitute depository's successor; or (C) to any person as provided in subsection(iv)below.
(2) Upon the resignation of DTC or its successor (or any substitute depository
or its successor) from its fiinctions as depository or a detennination by the Treasurer to
discontinue the systein of boolc entry transfers through DTC or its successor (or any substitute
depository or its successor), the Treasltrer may hereafter appoint a substitute depository. Any
such substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
(3) In the case of any transfer pLtrsuant 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 functions as depository, and no sltbstitute depository can be obtained,
or (B) the Treasurer 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
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such Bonds may then be transferred to any person or entity as herein provided, and shall no
longer be held in fiilly-immobilized fonn. 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 denoinination. 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) Regist�cctiorz of Ti^ansfet^ of Ownership oN Exchc�nge; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless 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 surrender, 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 the person or
persons listed as the assignee on the assignmenti 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 RegistNczr^'s Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond
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Registrar, and to the extent per�nitted by law, may act as depository for and permit any oF itis
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 Covenc�nt. 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) Plccce and Medizc�n of Pc�yment. Both principal of and interesti 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 fiilly iminobilized 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 fiilly immobilized form, interest on
the Bonds shall be paid by check or draft mailed to tha 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 Reclemptzon. The Bonds may be subject to optional redemption on the
dates, at the prices and under the ter�ns set forth in the Bond Purchase Contract approved by the
County Representative pursuant to Section 13.
(b) Mandc�tory Rec�e�nption. The Bonds may be subjeet to mandatoiy 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 raserves the right to purchase any of the Boncls
offered to it at any tima at a price deemed reasonable by the Treasurer.
(d) Selection of Bonds foN Redemption. For as long as the Bonds are held in book-
entry only for�n, 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 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 saine 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 clenomination greater than $5,000, the County
ancl 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. In the event that only a portion of the principal sum of a Bond is redeemed,
upon surrender 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 unredaemed balance of the principal
sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest
rate in any of the denominations herein authorized.
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(e) Notice of Reclemption.
(1) Official Notice. For so long as the Bonds are held in uncertificated form,
notice of redeinption (which notice inay be condition�l) sha11 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 form), notice of redemption shall be given in the manner hereinafter
provided. Unless waived by any owner of Bonds to be redeemed, official notice of any such
redemption (which redeinption shall be conditioned by the Bond Registrar on the receipt of
sufficient fiinds for redernption) shall be given by the Bond Registrar on behalf of the County by
mailing a copy of an official recleinption 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 redeemed at the address shown on the Register or at such other adclress 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 redeinption date,
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to ba redeemed, the identification
by maturity (and, in the case of partial redemption, the respective principal amounts) 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 aceriie from and after said date, and
(E) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payinent shall be the principal office of the Bond Registrar.
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On or prior to any redemption date, unless the redamption was conditional 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 redeeined 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, becoine 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 fiirther notice nor any faihire to
give all or any portion of such fiirther notice shall in any manner defeat the effectiveness of a call
for redemption if notice thereof is given as abova prescribed. Each fiirther notice of redemption
given hereunder shall contain the information required above t'or an official notice of redemption
phis (A) the CUSIl' numbers of a11 Bonds being redeeined; (B) the date of isstite of the Bonds as
originally issued; (C)the rate of interest borne by each Bonci being redeemed; (D) the maturity
date of each Bond being redeemed; and (E) any other descriptive information needed to identify
accLtrately the Bonds being redeemed. Each fiirther 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 promulgated by the SEC) and with such additional
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inforination 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 the redemption price of Bonds
being redeeined, 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 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 proinulgatecl regulations and recommendations regarding
notices of redemption of municipal securities.
Section 5. Form of Bonds. The Bonds s�iall be in substantially the following form:
NO. $
UNITED STATES OF AMERICA
STATE OF WASHINGTON
GRANT COUNTY
SALES TAX/LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2017
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
lZegistered Owner: CEDE & CO.
Principal Amount:
Grant County, Washington (the "County"), hereby acknowledges itself to owe and for
vahie 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 , 2017, or the most recent date to which interest has been 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
forin, payments of principal and interest thereon shall be made as provided in accordance with
-16- P;\20287 CMW\20287 BMF
the operational arrangements of The Depository Trust Company ("DTC") referred to in the
Blanket Issuer Letter of Representations (the "Letter of Representations") froin the County to
DTC. Tnitially, the County Treasurer has specified and adopted the registration system for the
bonds of this issue specified by the State Finance Cominittee, and the fiscal agent 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. 16-075�CC
duly adopted by the Board on October 24, 2016 (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 become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the 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 to refund
outstanding sales tax/limited tax general obligation bonds and pay costs of issuance.
The bonds of this issue are subject to redemption as stated in the Bond Purchase Contract
and the Official Statement dated , 2016.
The County has pledged proceeds of the sales and use taxes collected by the County
pursuant to RCW 82.14.420 to the repayrnent of the bonds of this issue. In the event the sales
and use tax funds and other MACC fiinds are insufficient, the County will then draw upon the
Reserve Fund to ineet such deficiency, and as further security for the repayment of the bonds of
this issue, the County hereby inevocably covenants and agrees with the owner of this bond 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 money legally available therefor, to pay the principal of and interest on this
bond as the same shall become due. The fiill 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 tha Code.
The pledge of tax levies for payrnent of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payrnent thereof on the
terms and conditions set forth in the Bond Resohition.
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
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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 inay iiicur.
IN WITNESS WHEREOF, Grant County, Washington, has caused this bond to be
executed by the manual or facsiinile signatures of the Chair and Clerk of the Board o�Cotinty
Coininissioners, and the seal of the County to be impressed, imprinted, or otherwise reproduced
hereon, as of this_day of , 2017.
[SEAL]
GRANT COUNTY, WASHINGTON
/s/facsimile 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
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 Sales Tax/Limited Tax General Obligation Refiinding Bonds, 2017 of Grant County,
Washington, dated , 2017.
WASHINGTON STATE FISCAL AGENT,
Bond Registrar
By
Authorized Officer
Section 6. Execution of Bonds. The Bonds sh.all 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.
-1 O- P:\20287 CMW\20287 BMF
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 bet'ore 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 signeci 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, shall be valid or obligatory for
any purpose or entitled to the benefits of this resohrtion. 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 Destro�d Bonds. If any Bonds are lost, stolen or destroyed, the
Bond Registrar may authenticate and deliver a new Bond or Bonds of like ainount, inatltrity 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
Boncl 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 fiirnishing the County and the Bond Registrar with indemnity
satisfactory to both.
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Section 8. Bond FundLReserve Fund.
(a) Bond Fzcnd. A fiind of the County 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 sha11 be
deposited in the Bond Fund no later than the date such fiinds are required for the payrnent of
principal of and interest on the Bonds. The Bond Fund shall be drawn upon for the sole pLtrpose
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.
(b) Reser�ve Fund. A fiind of the County 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 tiines 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 FLtnd and the
Bond Fund to pay the principal of and interest on all outstanding MACC Bonds, the money 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 Fund 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
-GO- P:\20287 CMW\20287 BMF
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 Ftinds 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 Fund, in such
amounts as will provide cash in the Reserve Fund sufficient to make up any such deficiency with
respect to the Bonds. Any deficiency created in the Reserve Fund by reason of any such
withdrawal and transfer to the Bond Fund 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) Appliecetion ctncl Investnzent of Moneys in the Boncl Fund and Reserve Funcl.
Money in the Bond Fund and Reserve Fund may be invested as permitted 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 clerived by virtue of such investments shall remain in the Bond Fund 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. In 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 security 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
-21- P:\20287 CMW\20287 BMF
tha 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 Ltnpaid that each year it will inchide in
its budget and levy an ctcl vc�lorem tax upon all the propei-ty within the County subject to taxation
in an ainount that will be sufficient, together with all other revenues and inoney of the County
legally available for such purposes, 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 tha 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 tihe people, and that a sufficient portion of each annual
levy to be levied and collected by the County pi-ior to the full payment of the principal o�and
interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for the
payrnent 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 proinpt 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 Govermnent Obligations,
maturing at such time or times and bearing interest to be earned thereon in ainounts (together
with such money, if necessary) slifficient 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 siich
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 fiirther
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
-22�^ P:\20287 CMW\20287 BMF
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
give written notice of defeasance to the owners of all Bonds so provided and to each party
entitled to receive notice in accordance with Section 14 of this resolution.
Section 11. Application of Bond Proceeds and Redemption of the Refunded Bonds.
(a) Designc�tion of Reficncled Bonds. As oLttlined in the recitals to this resolution,
certain principal matui-ities of the 2010 Bonds may be called for redemption prior to their
schedulad maturities. All or some of these bonds may be refiinded and defeased with the
proceeds of the Bonds authorized by this resohition ("Refunding Bond Candidates"). As
provided in Section 13, the County Representative may select some or all of the Refunding Bond
Candidates and designate those Refunding Bond Candidates as the "Refiinded Bonds" in the
Bond Purchase Contract.
(b) Reficncling. A portion of the proceeds of sale of the Bonds in the dollar amount
cei-tified by the County to the Escrow Agent shall be delivered to the Escrow Agent for the
purpose of defeasing the Refiinded Bonds and paying related costs of issuance.
Money received by the Escrow Agent from Bond proceeds and other money provided by
the County, shall be used immediately by the Escrow Agent upon receipt thereof in accordance
with the terms of the Escrow Agreement to defease the Refunded Bonds as authorized by the
2010 Bond Resolution, and to pay costs of issuance of the Boncls. The County shall defease the
Refiinded Bonds and discharge such obligations by the use of money deposited with the Escrow
Agent to purchase certain Government Obligations (which obligations so purchased, are herein
called "Acquired Obligations"), bearing such interest and inaturing as to principal and interest in
stitch amounts and at such times which, together with any necessary beginning cash balance, will
-G3- P:\20287 CMW\20287 BMF
provide for the payrnent of each of the following bonds that have been designated as "Refiinded
Bonds":
(1) interest on the Refiinded Bonds coming due on each date on which interest
is due and payable, to and including the Call Date; and
(2) the redemption price of the Refunded Bonds (100% of the principal
ainount thereo fl on the Call Date.
Such Acquired Obligations shall be purchased at a yield not greater than the yield
permitted by the Code and reglilations relating to acquired obligations in connection with
refunding bond issues.
(c) Appointneent of EscNow Agent. The County hereby selects U.S. Bank National
Association, Seattle, Washington to act as the Escrow Agent for the Refunded Bonds (the
"Escrow Agent"). The Bond proceeds designated in the foregoing subsection together with a
cash contribution from the County shall be transferred to the Escrow Agent in order to implement
the refunding plan. A beginning cash balance, if any, and Acquired Obligations shall be
deposited irrevocably with the Escrow Agent in an amount sufficient to defease the Refunded
Bonds. The proceeds of the Bonds remaining after acquisition of the Acquired Obligations and
provision for the necessary beginning cash balance shall be utilized to pay expenses of the
acquisition and safekeeping of the Acquired Obligations and expenses of the issuance of the
Bonds and/or returned to the County for the payinent of such expenses. The County
Representative is hereby further authorized to select a verification agent who will confirm the
accuracy of certain financial infornlation regarding the fiinds to be deposited with the Escrow
Agent and the implementation of the refunding plan.
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(d) Call For Redemption of the Reficnded Boncls. The County hereby irrevocably sets
aside sufficient fiinds out of the purchase of Acquired Obligations from proceeds of the Bonds to
make the payrnents described in this Section.
The County hereby irrevocably calls the Refiinded Bonds for redemption on the Call Date
in accordance with terms of the 2010 Bond Resolution authorizing the redemption and retirement
of the Rafiinded Bonds prior to their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall be effective and
irrevocable after the final establishment of the escrow account and delivery of the Acquired
Obligations to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notice of
the redemption of the Refiinded Bonds in accordance with the applicable provisions of the 2010
Bond Resohrtion. The Treasurer of the County is authorized and requested to provide whatever
assistance is necessary to accomplish such redemption and the giving of notice therefor,
The Escrow Agent is hereby authorized and directed to pay to the fiscal agent or agents of
the State of Washington, sums sufficient to pay, when due, the payments specified in this
Section. All such sums shall be paid from the moneys and Acquired Obligations deposited with
said Escrow Agent pursuant to the previous section of this resolution, and the income therefrom
and proceeds thereof. All moneys and Acquixed Obligations deposited with said banlc and any
income therefrom shall be credited to a refiinding account and held, invested (but only at the
direction of the Treasurer) and applied in accordance with the provisions of this resohttion and
with the laws of the State of Washington for the benefit of the County and owners of the
Refiinded Bonds.
-ZS- P:\20287 CMW\20287 BMF
The County will take such actions as are fouild necessary to see that all necessary and
proper fees, compensation and expenses of the Escrow Agent for the Refunded Bonds sha11 be
paid when due.
(e) Escrow Ag�eement/Costs of Issuance Ag�ee�nent. The County Representative is
authorized and directed to execute and deliver to the Escrow Agent an Escrow Deposit
Agreement (the `Bscrow Agreement") and a Costs of Issuance Agreement (the "Costs of
Issuance Agreement").
The County hereby irrevocably sets aside for and pledges to the payrnent of the Refunded
Bonds the moneys and obligations to be deposited with the Escrow Agent pursuant to the Escrow
Agreement to accomplish the plan of refunding and defeasance of the Refitnded Bonds set forth
herein and in the Escrow Agreement. When all of the Refunded Bonds shall have been redeemed
and retired, the County may cause any remaining money to be transferred to the Bond Fund for
the purposes set forth above.
Section 12. Tax Covenants; Special Desi ng ation.
(a) No ArbitNczge oN Przvate Activity Bonds. The County hereby covenants that it will
not malce any use of the proceeds from the sale of the Bonds or any other fiinds of the County
that may be deeined 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
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.
The Coun�y fiirther covenants that it will not take any action or pennit any action to be
taken that would cause the Bonds to constitute "private activity bonds" under Section 141 of the
Code.
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(b) Private Pe�son Use Limitation fo�^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 by payments in respect of property used or to be used for
any Private Person Use, or (B) derived from payinents (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, 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 payinents 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 propei-ty 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 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 '
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 and refinanced 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 govei�unental use portion of the projects to which the Private Person Use of such portion of
'27' P:\20287 CMW\20287 BMF
such projects relate. The County fiirther covenants that it will comply with any limitations on the
use of the projects by other than state and local goverrunental �.isers 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 from regillar
income taxation of the interest on the Bonds.
(c) Designation uncle�^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 banlcs, thrift
institutions and other financial institutions. The County does not anticipate that it will issue
more than$10,000,000 in qualified tax-exeinpt obligations during the year 2017.
Section 13. Sale of Bonds. The Board has determined that it is in the best interest of
the County to delegate to the County Representative the authority to approve the Refunded
Bonds, the final interest rates, maturity dates, aggregate principal amount, principal amounts of
each maturity, redemption rights and other terms and conditions of the Bonds. The Board has
been advised by the Underwriter that market conditions are fluctuating and, as a result, the most
favorable inarket conditions may occur on a day other than a regular meeting date of the Board.
The Board has determined that it would be in the best interest of the County to delegate to the
County Representative for a limited time the authority to designate the Refunded Bonds by ,
selection fiom the Rafiinding Bond Candidates as described in Section 11 of this resolution, to
approve the final interest rates, aggregate principal amount and principal amounts of each
maturity of the Bonds and determine the redemption rights for the Bonds. The County
Representative is hereby authorized to approve the final interest ratas, aggregate principal
amount, principal maturitias 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 $6,950,000; (ii.) the trt.le interest cost for the Bonds (in the aggregate)
�2,0- P:\20287 CMW\20287 BMF
does not exceed 3.70%; and (iii) the net present vahle aggregate savings with respect to all
Refunded Bonds to be realized as a result of the refunding of the Refiinded Bonds (after payment
of all costs of issuance) is at least equal to the Savings Target.
In designating the Refunded Bonds and detennining the final interest rates, aggregate
principal amounts and principal maturities, the County Reprasentative, in consultation with
County staff, shall take into account those factors that, in his/her judgment, will result in the
lowest ttue interest cost on the Bonds to their maturity, including, but not limited to current
financial inarket conditions and current interest rates for obligations comparable in tenor and
quality to the Bonds. 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 Purchasa 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 Resolution of the
Board. The Resohrtion re-authorizing the issuance and sale of such Bonds may be in the form of
a new resohition repealing this resolution in whole or in part or may be in the form of an
amendatory resolution approving a bond purchase contract or establishing terms and conditions
for the authority delegated under this Section 13.
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, upon his or her
approval of the final interest rates, maturity dates, aggregate principal amount, principal
inaturities and redemption rights set forth therein. Following the sale of the Bonds, the County
Representative shall provide a repoi-t to the Board, describing the final terms of the Bonds
approved pursltant to the authority delegated in this section.
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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 deliveiy of the Bonds to the Underwriter thereof and
fiirther to execute all closing certificates and docuinents 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, inchiding Underwriter's discount, the fees and
expanses specified in the Bond Purchase Contract, including fees and expenses of Underwriter
and other retained services, including Bond Counsel, rating agencies, fiscal agent, and other
expenses customarily incurred in connection with issuance and sale of bonds. The disbursament
of Bond proceeds to pay certain costs of issuance shall be made by the Escrow Agent under the
terms set forth in the Costs of Issuance Agreement.
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 by him/her to be appropriate.
Section 14. Undertakinp�to Provide Ongoin�Disclosure.
(a) Contract/Underta7zing. This section constitutes the County's written undertaking
for the benefit of the owners of the Bonds as required by Section (b)(5) of the Rule.
(b) Finaneiczl Statements/Operating Dcztc�, The County agrees to provide or cause to ,
be provided to the Municipal Securities Ruleinaking Board ("MSRB"), the following annual ;
�
financial information and operating data for the prior fiscal year (commencing in 2017 for the �
fiscal year ended December 31, 2016):
�
-3�- P:\20287 CMW\20287 BMF �
1. Annual financial statements, which statements may or may not be audited,
showing ending fiind balances for the County's general fund prepared in accordance with the
Bltdget Accounting and Reporting Systein prescribed by the Budget Accounting and Reporting
Systein prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any
successor statute) and generally of the type included in the official statement for the Bonds under
the heading "Historical and Budgeted Current Expense Fund Operating Results";
2. 911 Sales Tax Receipts collections;
3. The assessed valuation of taxable property in the County;
4. Ad valorem taxes due;
5. Property tax levy rate per$1,000 of assessed valuation; and
6. Outstanding general obligation debt of the County.
Items 2-6 shall be required only to the extent that such infor�nation is not included in the anntlal
financial statements.
The information and data described above shall be provided on or before nine months
after the end of the County's fiscal year. The County's current fiscal year ends December 31.
The County may adjust such fiscal year by providing written notice of the change of fiscal year to
the MSRB. In lieu of providing such anmial financial information and operating data, the County
may cross-re�er to other documents available to the public on the MSRB's internet website or
filed with the SEC.
If not provided as part of the annual financial information discussed above, the County
shall provide the County's audited annual financial statement prepared in accordance with the
Budget Accounting and Reporting System prescribed by the Washington State Auditor pursuant
to RCW 43.09.200 (or any successor statute) when and if available to the MSRB.
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(c) Listed Events. The County agrees to provide or cause to be provided, in a timely
manner to the MSRB notice of the occurrence of any of the following events with respect to the
Bonds not in excess of ten bLtsiness days after the occurrence of the event:
• Principal and intet•est payrnent delinquencies;
• Non-payment related defaults, if material;
• Unscheduled draws on debt service reserves reflecting financial difficulties;
• Unscheduled draws on credit enhancements reflecting financial difficulties;
• Substitution of credit or liquidity providers, or their failure to perform;
• Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-
TEB) or other material notices or determinations with respect to tha tax status of
the security, or other material or events affecting the tax status of the Bonds;
• Modifications to the rights of Bond owners if material;
• Optional, contingent or unscheduled Bond calls other than scheduled sinlcing fiind
redemptions for which notice is given pursuant to Exchange Act
Release 34-23856, if material, and tender offers;
• Defeasances;
• Release, substitution or sale of property securing the repayment of the Bonds if
material;
• Rating changes;
• Bankniptcy, insolvency, receivership or similar event of the County;
• The consummation of a merger, consolidation, or acquisition of the County or the ,
sale of all or substantially all of the assets of the County, other than in the ordinary
course of business, the entry into a definitive agreement to undertake such an ,
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action or the termination of a definitive agreement to undertake stilch an action,
' other tihan pursuant to its terms, if material; and
• Appointinent of a successor or additional trustee or the change of name of the
trustee, if material.
Solely for purposes of information, but without intending to modify this undertaking,
with respect to the notice regarding property securing the repayment of the Bonds, the County
will state in its Preliminary and Final Official Statements that there is no property securing the
repayinent of the Bonds. The County shall promptly deter�nine whether the events described
above are material.
(d) Notifiecttion Upon Fc�ilze�e to P�ovide Finc�neic�l Dc�tct. The County agrees to
provide or cause to be provided, in a timely manner to the MSRB notice of its faihlre to provide
the annual financial information described in Subsection(b) above on or prior to the date set
forth in Subsection (b) above.
(e) Em�na; FoNmat for Filings with the MSRB. Until otherwise designated by the
MSRB or the SEC, any information or notices submitted to the MSRB in compliance with the
Rule are to be submitted through the MSRB's Electronic Municipal Market Access system
(`BMMA"), cunently located at www.einma.msrb.org. All notices, financial information and
operating data required by this undertaking to be provided to the MSRB inust be in an electronic
format as prescribed by the MSRB. All documents provided to the MSRB pursuant to this
undertalcing must be accompanied by identifying information as prescribed by the MSRB.
(fl Terminc�tion/Moclifiec�tion. The County's obligations to provide annual financial
information and notices of listed events shall terminate upon the legal defeasance, prior
redemption or payrnent in full of all of the Bonds. Any provision of this section shall be null and
void if the County(1) obtains an opinion of nationally recognized bond counsel to the effect that
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the portion of the Rule that requires that provision is invalid, has been repealed retroactively or
otherwise does not apply to the Bonds and (2) notifies the MSRB of such opinion and the
cancellation of this section.
The Coltnty may amend this section with an opinion of nationally recognized bond
counsel in accordance with the Rule. In the event of any amendment of this section, the County
shall describe such amendment in the next anmial report, and shall include, a narrative
explanation of the reason for the amendment and its iinpact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data
being presented by the Cotinty. In addition, if the amendment relates to the accounting principles
to be followed in preparing financial statements, (A) notice of such change shall be given in the
same manner as for a listed event under Subsection(c), and (B) the annual report for the year in
which the change is made shall present a comparison (in narrative form and also, if feasible, in
quantitative form) between the financial statements as preparecl on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles.
(g) Bond Owner's Refneclies UndeN This Section. The right of any bondowner or
beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to '
obtain specific enforcement of the County's obligations under this section, and any failure by the '�
County to comply with the provisions of this unclertaking shall not be an event of default with
respect to the Bonds. For purposes of this section, "beneficial owner"means any person who has
the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, !
any Bonds, inchiding persons holding Bonds through nominees or depositories.
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I
'34- P:\20287 CMW\20287 BMF
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.
ADOPTED this 24th day of October, 2016.
BOARD OF COUNTY COMMISSIONERS
GRAiI'�T�,COUNTY, WAS�INGTON
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Carolann Swartz, Member
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Richard Stevens, Member
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CERTIFICATE '
I, the undersigned, Clerk of the Board of County Corrunissioners of Grant County,
Washington (herein called the "Board") and keeper of the records of the County, DO HEREBY
CERTIFY:
1, That the attached Resohition is a true and correct copy of ;
Resolution No. 16-075-CC of the County(herein called the "Resohition"), as finally adopted at a
regular meeting of the Board held on the 24th day of October, 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; that �
quorum of the Board was present throughout the meeting and a legally sufficient number of
mexnbers 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 fiilfilled, carried out and otherwise observed, and that I am authorized to execute this
certificate. '
IN WTTNESS WHEREOF, I have hereunto set my hand this 24th day of October, 2016.
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