HomeMy WebLinkAboutResolution 94-014-CC�y
RESOLUTION NO. 94 -14 -CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE
ISSUANCE OF A ROAD IMPROVEMENT DISTRICT NO. 92-1 BOND
IN THE PRINCIPAL AMOUNT OF $385,500; PROVIDING THE
AMOUNT, DATE, DESIGNATION AND FORM OF THE BOND;
PROVIDING FOR REGISTRATION AND AUTHENTICATION OF
THE BOND; PROVIDING FOR THE SALE OF THE BOND;
PROVIDING THAT INTEREST ON THE BOND SHALL BE PAID
ANNUALLY; PROVIDING CERTAIN COVENANTS WITH RESPECT
TO FEDERAL TAX LAW; PROVIDING THE EFFECTIVE DATE OF
THIS RESOLUTION; AND PROVIDING FOR OTHER MATTERS
PROPERLY RELATING THERETO
Table of Contents
Section
1:
Definitions.........................................................................
2
Section
2:
Interpretation......................................................................
4
Section
3:
Authorization of the Bond .......................................................
5
Section
4:
Place and Manner of Payment ..................................................
5
Section
5:
Redemption Prior to Maturity ..................................................
6
Section
6:
Execution of the Bonds..........................................................
7
Section
7:
The Registrar......................................................................
7
Section
8:
Transfer and Exchange of the Bond ...........................................
8
Section
9:
Mutilated, Lost, Stolen or Destroyed Bonds .................................
9
Section
10:
Defeasance of the Bond ........................................................
10
Section
11:
Cancellation of Surrendered Bonds ...........................................
10
Section
12:
Construction Fund..............................................................
10
Section
13:
The Bond Fund..................................................................
11
Section
14:
Guaranty Fund...................................................................
11
Section
15:
Non -Liability of County .......................................................
11
Section
16:
Tax Covenants...................................................................
12
Section
17:
Amendments to this Resolution ...............................................
12
Section
18:
Sale of the Bond Authorized ...................................................
13
Section
19:
Qualified Tax -Exempt Obligations ...........................................
14
Section
20:
No Personal Recourse..........................................................
14
Section
21:
Ratification.......................................................................
14
Section
22:
Severability.......................................................................
14
Section
23:
Repealer; Effective Date .......................................................
15
Exhibit "A": Form of Bond
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RESOLUTION NO. 94 -14 -CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE
ISSUANCE OF A ROAD IMPROVEMENT DISTRICT NO. 92-1 BOND
IN THE PRINCIPAL AMOUNT OF $385,500; PROVIDING THE
AMOUNT, DATE, DESIGNATION AND FORM OF THE BOND;
PROVIDING FOR REGISTRATION AND AUTHENTICATION OF
THE BOND; PROVIDING FOR THE SALE OF THE BOND;
PROVIDING THAT INTEREST ON THE BOND SHALL BE PAID
ANNUALLY; PROVIDING CERTAIN COVENANTS WITH RESPECT
TO FEDERAL TAX LAW; PROVIDING THE EFFECTIVE DATE OF
THIS RESOLUTION; AND PROVIDING FOR OTHER MATTERS
PROPERLY RELATING THERETO
GRANT COUNTY, WASHINGTON
ROAD IMPROVEMENT DISTRICT NO. 92-1 BOND
PRINCIPAL AMOUNT OF $385,500
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON as follows:
WHEREAS, Grant County, Washington (the "County"), is a third-class county duly
organized, existing and operating under and by virtue of the Constitution and laws of the
State of Washington;
WHEREAS, the County is authorized and empowered to create road improvement
districts and to conduct proceedings pursuant to chapter 36.88 RCW;
WHEREAS, the Board of County Commissioners (the "Board"), by Resolution
No. 92 -19 -CC, adopted on March 3, 1992, duly created Road Improvement District No.
92-1 ("RID No. 92-1");
WHEREAS, the Board, by Resolution No. 93 -130 -CC, adopted on November 9,
1993, as amended by Resolution No. 93 -145 -CC, adopted on November 30, 1993, duly
confirmed the assessment roll for RID No. 92-1 in the amount of $385,500;
WHEREAS, pursuant to Resolution No. 93 -130 -CC, as amended, the County
Treasurer caused notice that the assessment roll was in his hands for collection to be
published in the official newspaper of the County and to be mailed to the owners and
reputed owners of property within RID No. 92-1;
WHEREAS, said notice was initially published on December 2, 1993, and during
the 30 days thereafter, the owners of property within RID No. 92-1 paid $0.00 toward their
KA940190.009
assessments, leaving an- unpaid balance of $385,500, which amount shall be produced by
the issuance and sale of bonds;
WHEREAS, during the 10 days following the adoption of Resolution
No. 93 -145 -CC, no appeals were filed challenging the assessments levied on the property
within RID No. 92-1;
WHEREAS, the County is authorized to issue bonds for RID No. 92-1 pursuant to
chapters 36.88 and 39.46 RCW;
WHEREAS, the Board now desires to authorize the issuance of a bond for RID No.
92-1; and
WHEREAS, The Columbia Bank, of Wenatchee, Washington, has offered to
purchase said bond from the County;
NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED
as follows:
Section 1: Definitions.
As used in this Resolution, the following terms have the meanings provided in this
Section 1. Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Words imparting the singular number
shall include the plural number and vice -versa unless the context shall otherwise indicate.
Applicable Interest Rate shall mean the interest rate per annum designated in Section
3 of this Resolution for a particular Interest Rate Period.
Board shall mean the Board of County Commissioners, as the same shall be duly and
regularly constituted from time to time.
Bond Fund shall mean the "Grant County Road Improvement District No. 92-1 Bond
Fund" created by Section 7 of Resolution No. 92 -19 -CC.
Bond Register shall mean the registration records of the County, maintained by the
Registrar, on which shall appear the names and addresses of the Registered Owners of the
Bonds.
Bond shall mean the herein authorized $385,500 principal amount of the "Grant
County Road Improvement District No. 92-1 Bond."
Chairman shall mean the de facto or de jure Chairman of the Board, or any
presiding officer or titular head of the County's legislative authority, or his successor in
functions, if any.
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Clerk shall mean the de facto or de jure Clerk of the Board, or other officer of the
County who is the custodian of the seal and the records of the proceedings of the Board, or
her successor in functions, if any.
Code shall mean the Internal Revenue Code of 1986, as amended, and the Treasury
Regulations promulgated thereunder.
Construction Fund shall mean the "Grant County Road Improvement District No.
92-1 Construction Fund" created by Section 7 of Resolution No. 92 -19 -CC.
County shall mean the Grant County, Washington.
Guaranty Fund shall mean the "Grant County Road Improvement Guaranty Fund"
created. by Section 1 of Resolution No. 94 -15 -CC, adopted by the Board on January 31,
1994.
Interest Payment Date shall mean each February 1 until the date of maturity or prior
redemption of the Bond, commencing on February 1, 1995.
Interest Rate Period shall mean, as of any particular date, the approximately one-
year period from the immediately preceding Interest Payment Date (or, with respect to the
initial Interest Rate Period, from February 1, 1994) to the immediately succeeding Interest
Payment Date.
Outstanding Principal Sum shall mean, as of any particular date, the amount equal
to: (i) $385,500, less (ii) the aggregate amount of the principal of the Bond redeemed on or
prior to such date under Section 5 of this Resolution, less (iii) the aggregate amount of the
principal of the Bond deemed to have been paid pursuant to Section 10 of this Resolution,
as such amount shall be determined by the Treasurer from time to time and on the date three
business days before each Interest Payment Date. Absent fraud, the Treasurer's
determination of the Outstanding Principal Sum shall be conclusive upon the County and the
Registered Owner.
Project shall mean the improvement of "E" NE Road from 4 NE Road through
Westshores Acres within the County, as more particularly described in Resolution No.
92 -19 -CC.
Purchaser shall mean The Columbia Bank, of Wenatchee, Washington.
Registered Owner shall mean the person whose name and address appears on the
Bond Register as the owner of the Bond.
Registrar shall mean the Treasurer or his successors in functions as registrar,
authenticating agent, paying agent and transfer agent with respect to the Bond, as now or
hereafter designated.
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Resolution shall mean this Resolution No. 94 -14 -CC, adopted by the Board on
January 31, 1994.
RID No. 92-1 shall mean Road Improvement District No. 92-1 of the County,
created by Section 1 of Resolution No. 92 -19 -CC.
Treasurer shall mean the de facto or de jure Treasurer of the County, or other
officer of the County who is the custodian of the funds of the County, or his successor in
functions, if any.
Section 2: Interpretation.
For all purposes of this Resolution, except as otherwise expressly provided or unless
the context otherwise requires:
A. All references in this Resolution to designated "Sections" and other
subdivisions are to the designated sections and other subdivisions of this Resolution. The
words "herein", "hereof", "hereto", "hereby", and "hereunder" and other words of similar
import refer to this Resolution as a whole and not to any particular section or other
subdivision.
B. Words herein importing persons shall include firms, associations,
partnerships (including limited partnerships), trusts, corporations and other legal entities,
including public boards, as well as natural persons.
C. Any headings preceding the texts of the several sections of this Resolution
shall be solely for convenience of reference and shall not constitute a part of this
Resolution, nor shall they affect its meaning, construction or effect.
D. All accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles as in effect
from time to time.
E. Every "notice," "certificate," "consent," or similar action hereunder by the
County shall, unless the form thereof is specifically provided, be in writing signed by an
authorized representative of the County.
F. In the computation of a period of time from a specified date to a later
specified date, the word "from" means "from and including" and each of the words "to" and
"until" means "to but excluding."
G. Words importing the redemption or redeeming of a Bond or the calling of a
Bond for redemption do not include or connote the payment of such Band at its stated
maturity or the purchase of such Bond.
H. References to the payment of the Bonds shall be deemed to include references
to the payment of interest thereon.
me
Section 3: Authorization of the Bond.
The Board hereby authorizes a road improvement district bond of the County,
designated "Grant County Road Improvement District No. 92-1 Bond" (the "Bond"), in the
initial principal sum of $385,500, to be issued, sold and delivered for the purpose of
repaying interfund loans made to pay costs of construction of the improvements made
within RID No. 92-1. The Bond shall be dated February 1, 1994, shall mature on February
1, 2006, shall be issued in fully registered form, shall be numbered in the manner and with
any additional designation as the Registrar deems necessary for purposes of identification,
and shall be issued substantially in the form attached hereto, marked Exhibit "A", and by
reference incorporated herein.
Interest shall be paid on the Outstanding Principal Sum from the date of the Bond, or
from the most recent Interest Payment Date to which interest has been paid or duly provided
for, as applicable, at the Applicable Interest Rate for each Interest Rate Period set forth
below:
Interest Rate Period Annlicable Interest Rate Period Aonlicable
nin February 1 Interest Rate ending February I Interest Rate
1995 4.50% 2001 5.15%
1996 4.50 2002 5.25
1997 4.50 2003 5.35
1998 4.65 2004 5.45
1999 4.85 2005 5.55
2000 5.00 2006 5.60
Interest shall be calculated on the basis of a 360 --day year consisting of twelve 30 -
day months, and shall be payable on each Interest Payment Date.
Section 4: Place and Manner of Payment.
The principal of and interest on the Bond shall be payable in lawful money of the
United States of America to the Registered Owner.
Payment of each installment of interest, or principal and interest, shall be made to
the Registered Owner whose name appears on the Bond Register at the close of business on
the fifteenth day of the calendar month preceding the annual interest payment date, and shall
be paid by check or draft of the Registrar mailed to such Registered Owner on the due date,
at the address appearing on the Bond Register, or at such other address as may be furnished
in writing by such Registered Owner to the Registrar; provided, that the final installment of
the principal of and interest on the Bond shall be paid to the Registered Owner thereof,
upon presentation and surrender of the Bond to the Registrar, on or after the date of
maturity or prior redemption, at the Registrar's principal offices.
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The County and the Registrar may deem and treat the Registered Owner of the Bond
as the absolute owner of such Bond for the purpose of receiving payments of principal and
interest due on such Bond and for all other purposes, and neither the County nor the
Registrar shall be affected by any notice to the contrary.
Section 5: Redemption Prior to Maturity.
A. Optional Redemption. The County hereby reserves the right to redeem all or
a portion of the Outstanding Principal Sum on any Interest Payment Date, at the price of
par plus accrued interest, if any, to the date fixed for redemption, in such amounts as the
Treasurer has cash in the Bond Fund to pay the same, over and above the amounts required
to pay currently maturing installments of interest on the Bond.
B. Notice of Redemption. Unless waived by the Registered Owner, notice of
any such redemption shalt be sent by the Registrar by first-class mail, postage prepaid, not
less than 10 nor more than 30 days prior to the date fixed for redemption, to the Registered
Owner at the address shown on the Bond Register. This requirement shall be deemed to be
complied with when notice is mailed as herein provided, regardless of whether or not it is
actually received by the Registered Owner.
C. Effect of Redemption. When so called for redemption, the portion of the
Outstanding Principal Sum so called shall cease to accrue interest on the specified
redemption date, provided funds for redemption are on deposit at the place of payment at
that time, and such portion of the Outstanding Principal Sum shall not be deemed to be
outstanding as of such redemption date.
D. Voluntary Redemption Notice. In addition to the notice required by
subsection B above, further notice may be given by the Registrar 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 manner defeat the effectiveness of a call for redemption if notice thereof is
given as prescribed in said subsection B. Each further notice of redemption may be sent at
least ten days before the redemption date by registered or certified mail or overnight
delivery service to:
(1) all registered securities depositories then in the business of holding
substantial amounts of obligations of types comprising the Bond, such depositories
now being The Depository Trust Company, New York, New York, and Philadelphia
Depository Trust Company, Philadelphia, Pennsylvania; and to
(2) one or more of the national information services that disseminate
notices of redemption of obligations such as the Bond (such as Moody's Municipal
and Government, or Standard & Poor's Called Bond Record).
Each such further notice may be published one time in 7%e Bond Buyer of New
York, New York or, if such publication is impractical or unlikely to reach a substantial
number of the Registered Owners of the Bond, in some other financial newspaper or journal
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which regularly carries notices of redemption of other obligations similar to the Bond, such
publication to be made at least ten days prior to the date fixed for redemption.
E. Open Market Purchase and Cancellation. The County hereby reserves the
right to purchase the Bond on the open market at any time and at any price.
Section 6: Execution of the Bonds.
Without unreasonable delay the County shall cause the definitive Bond to be
prepared, executed and delivered, which Bond shall be lithographer) or printed with steel
engraved or lithographed borders. The Bond shall be executed on behalf of the County by
the manual or facsimile signature of the Chairman, shall be attested by the manual or
facsimile signature of the Clerk, and shall have the seal of the County or a facsimile thereof
impressed or imprinted thereon. The Bond shall then be delivered to the Registrar for
authentication.
In case any of the officers who shall have signed or attested any of the Bond shall
cease to be such officer or officers of the County before the Bond so signed or attested shall
have been authenticated or delivered by the Registrar, or issued by the County, the Bond
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 and
attested the same had continued to be such officers of the County. The Bond may also 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.
The Bond shall be valid and obligatory for any purpose and entitled to the benefits of
this Resolution only if the Bond bears thereon a Certificate of Authentication substantially in
the form set forth in Exhibit "A" attached hereto, manually executed by the Registrar, Such
Certificate of Authentication shall be conclusive evidence that the Bond has been duly
executed, authenticated and delivered hereunder and are entitled to the benefits of this
Resolution.
Section 7: The Registrar.
The Treasurer is hereby appointed as Registrar, authenticating agent, paying agent
and transfer agent with respect to the Bond, subject to the following terms and conditions:
A. .bond Register. The Registrar shall keep or cause to be kept at its principal
office sufficient books for the registration and transfer of the Bond, which shall at all times
be open to inspection by the County.
B. Fees and Costs. The Treasurer shall receive no additional compensation for
services provided to the County as Registrar hereunder; provided, in the event a successor
Registrar is appointed by the County, the County may pay to the Registrar from time to
time reasonable compensation for all services rendered under this Resolution, together with
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reasonable expenses, charges, fees of counsel, accountants and consultants and other
disbursements, including those of its attorneys, agents and employees, incurred in good
faith in and about the performance of its powers and duties under this Resolution.
C. Representations. The Registrar shall be responsible for its representations
contained in the Certificate of Authentication on the Bond.
D. Ownership Rights. The Registrar may become the Registered Owner of Bond
with the same rights it would have if it were not the Registrar, and, to the extent permitted
by law, may act as depositary for and permit any of its officers or directors to act as a
member of, or in any other capacity with respect to, any committee formed to protect the
rights of Registered Owners of the Bond.
E. Registration .System. The County hereby specifies and adopts the system of
registration for the Bond approved by the Washington State Finance Committee.
F. For so long as the Treasurer is Registrar hereunder, the principal offices of
the Registrar shall be the Treasurer's office in Ephrata, Washington.
Section 8: Transfer and Exchange of the Bond.
The Bond shall be transferable by the Registered Owner thereof in person, or by its
attorney duly authorized in writing, upon due completion of the assignment form appearing
thereon and upon surrender of the Bond at the principal offices of the Registrar for
cancellation and issuance of a new Bond registered in the name of the transferee, in
exchange therefor.
The Bond shall be exchangeable by the Registered Owner thereof in person, or by its
attorney duly authorized in writing, for a new Bond, upon surrender and cancellation of said
Bond at the principal offices of the Registrar.
Whenever a Bond shall be surrendered for transfer or exchange, the Registrar shall
authenticate and deliver to the transferee or exchanges, in exchange therefor, a new fully
registered Bond. Notwithstanding the foregoing sentence, the Registrar shall not be
obligated to exchange or transfer the Bond during the 15 days preceding any principal or
interest payment date or date of redemption.
The Registrar shall require the payment by the Registered Owner requesting such
transfer or exchange of any tax, fee or governmental charge required to be paid with inspect
to such transfer or exchange. The costs imposed by the Registrar for such transfer or
exchange shall be borne by the County.
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Section 9: Mutilated, Last, Stolen or Destroyed Bonds.
A. Issuance of a Substitute Bond. If the Bond shall become mutilated, lost,
stolen or destroyed, the affected Registered Owner shall be entitled to the issuance of a
substitute Bond only as follows:
(1) in the case of a lost, stolen or destroyed Bond, the Registered Owner
shall (a) provide notice of the loss, theft or destruction to the County and the
Registrar within a reasonable time after the Registered Owner receives notice of the
loss, theft or destruction, (b) request the issuance of a substitute Bond, (c) provide
evidence, satisfactory to the County and the Registrar, of the ownership and the loss,
theft or destruction of the affected Bond, and (d) file in the offices of the Treasurer
and the Registrar a written affidavit specifically alleging on oath that said Registered
Owner is the proper owner, payee or legal representative of such owner or payee of
the Bond that has been lost, stolen or destroyed, giving the date the Bond was
issued, the number, principal amount and series of such Bond, and stating that the
Bond has been lost, stolen or destroyed, and has not been paid and has not been
received by such Registered Owner;
(2) in the case of a mutilated Bond, the Registered Owner shall surrender
the Bond to the Registrar for cancellation; and
(3) in all cases, the Registered Owner shall provide indemnity against any
and all claims arising out of or otherwise related to the issuance of a substitute Bond
pursuant to this Section 9 satisfactory to the County and the Registrar.
Upon compliancy: with the foregoing, a new Bond of tike tenor, bearing the same
number as the mutilated, destroyed, lost or stolen Bond, and with the word "DUPLICATE"
stamped or printed plainly on its face, shall be executed by the County, authenticated by the
Registrar and delivered to the Registered Owner, all at the expense of the Registered Owner
to whom the substitute Bond is delivered. Notwithstanding the foregoing, the Registrar
shall not be required to authenticate and deliver any substitute Bond for a Bond which has
matured or is about to mature and, in any such case, the principal and interest then due or
becoming due shall be paid by the Registrar in accordance with the terms of the mutilated,
destroyed, lost or stolen Bond without substitution therefor.
B. Notation on Bond Register. Upon the issuance and authentication of any
substitute Bond under the provisions of this Section 9, the Registrar shall enter upon the
Bond Register a notation that the original Bond was canceled and a substitute Bond was
issued therefor.
C. Rights of Registered Owners of Substitute Bonds. Every substituted Bond
issued pursuant to this Section 9 shall constitute an additional contractual obligation of the
County and shall be entitled to all the benefits of this Resolution unless the Bond alleged to
have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser
for value without notice. In the event the Bond alleged to have been destroyed, lost or
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stolen shall be enforceable by anyone, the County may recover the substitute Bond from the
Registered Owner to whom it was issued or from anyone taking under the Registered Owner
except a bona fide purchaser for value without notice.
D. Exclusive Rights. All Bonds shall be held and owned upon the express
condition that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other
rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or of
investment or other securities without their surrender.
Section 10: Defeasance of the Bond.
In the event that money and/or "government obligations" (as defined in chapter
39.53 RCW) maturing or having guaranteed redemption prices at the option of the owner at
such time or times and bearing interest to be earned thereon in such amounts as are
sufficient, together with any resulting cash balances, to redeem and retire part or all of the
Outstanding Principal Sum, are hereafter irrevocably set aside in a special account and
pledged to effect such redemption and retirement, then no further payments need be made
into the Bond Fund or any account therein for the payment of the principal of and interest
on the Outstanding Principal Sum so provided for, and such Outstanding Principal Sum and
interest accrued thereon shall no longer be deemed to be outstanding hereunder.
If all or a portion of the Outstanding Principal Sum becoming due, together with all
interest accruing thereon to the due date, has been paid or provision therefor made in
accordance with this Section 10, all interest on such Outstanding Principal Sum shall cease
to accrue on the due date and all liability of the County with respect to such Outstanding
Principal Sum shall cease as of the date such Outstanding Principal Sum and interest is so
provided. Thereafter the Registered Owner of the Bond shall be restricted exclusively to the
funds so deposited for any claim of whatsoever nature with respect to such Outstanding
Principal Sum so provided for, and the Registrar shall hold such funds in trust for such
Registered Owners uninvested and without interest.
Section 11: Cancellation of Surrendered Bonds.
Bonds surrendered to the Registrar for payment, transfer or exchange, as well as
Bonds surrendered by the County for cancellation, shall be canceled immediately by the
Registrar and returned to the County. Such Bonds thereafter shall be destroyed pursuant to
RCW 43.80.130 (as it now reads or is hereafter amended or recodified), the Washington
State Fiscal Agency Agreement, or both.
Section 12: Construction Ftind.
There has been created by Section 7 of Resolution No. 92 -19 -CC a special fund of
the County known as the "Grant County Road Improvement District No. 92-1 Construction
Fund" (the "Construction Fund"), to be used for the payment of a part of the cast and
expense of the Project. The proceeds of the Bond (except accrued interest, which shall be
deposited into the Bond Fund) shall be deposited into the Construction Fund. Any interest
earnings on money invested from the Construction Fund shall be deposited into said
Construction Fund. The County's share of any liquidated damages or other money paid by
defaulting contractors or their sureties shall be deposited into the Construction Fund to
assure the completion of the Project. When all costs related to the Project have been paid in
full, any balance remaining in the Construction Fund shall be deposited into the Bond Fund.
Section 13: The Bond Fund.
There has been created by Section 7 of Resolution No. 92 -19 -CC the "Grant County
Road Improvement District No. 92-1 Bond Fund," into which the Treasurer shall deposit all
installment payments of the principal of and interest on special assessments levied within
RID No. 92-1. Money deposited into the Bond Fund shall be used for the sole purpose of
paying the principal of and interest on the Bond.
The Bond Fund shall be maintained by the Treasurer until the principal of and
interest on the Bond have been fully paid. Money in the Bond Fund may be invested as
permitted by law, which investments shall mature prior to the date on which such money
shall be needed for required interest or principal payments. All interest earned and income
derived by virtue of such investments shall remain in the Bond Fund and be used to meet
the required deposits therein. When the Outstanding Principal Sum has been paid in full,
the money remaining in the Bond Fund, if any, shall be transferred to the Guaranty Fund.
Section 14: Guaranty Fund.
The principal of and interest on the Bond shall be payable out of the Bond Fund.
However, the Bond is further secured by a continuing claim and charge against the
Guaranty Fund.
Section 15: Nan -Liability of County.
The Registered Owner of the Bond shall have no claim for the payment of the
principal of and interest on the Bond against the County, except for payment of such Bond
from the special assessments levied within RID No. 92-1 and, to the extent of any
deficiency resulting from the nonpayment of such assessments, from the Guaranty Fund.
The County shall not be liable to the Registered Owner of the Bond for any loss to
the Guaranty Fund occurring in the lawful operation thereof by the County, and the remedy
of the Registered Owner in case of non-payment shall be confined to the enforcement of
assessments made within RID No. 92-1 and to the Guaranty Fund. A copy of RCW
36.88.240 shall be printed on the Bond.
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Section 16: Tax Covenants.
A. The County covenants to comply with each requirement of the Code
necessary to maintain the exclusion of interest on the Bond from gross income for federal
income tax purposes. In furtherance of the covenant contained in the proceeding sentence,
the County covenants to comply with the provisions of the Arbitrage and Tax Regulatory
Certificate executed by the County on the date of initial issuance and delivery of the Bond,
as such Arbitrage and Tax Regulatory Certificate may be amended from time to time.
B. The County covenants to make any and all payments required to be made to
the United States Department of the Treasury in connection with the Bond pursuant to
Section 148(f) of the Code.
C. Notwithstanding any other provision of this Resolution to the contrary, so
long as necessary in order to maintain the exclusion from gross income of interest on the
Bonds for federal income tax purposes, the covenants contained in this Section 16 shall
survive the payment of the Bond and the interest thereon, including any payment or
defeasance thereof pursuant to Section 10 of this Resolution.
D. Notwithstanding any other provision of this Resolution to the contrary,
(1) upon the County's failure to observe or refusal to comply with the above covenants, the
Registered Owner, or any trustee acting on its behalf, shall be entitled to the rights and
remedies provided to the Registered Owner under this Resolution and (2) neither the
registered owner or holder of bonds of any series other than the Bond, nor any trustee
acting on their behalf, shall be entitled to exercise any right or remedy provided to the
Registered Owner under this Resolution based upon the County's failure to observe, or
refusal to comply with, the above covenants.
Section 17: Amendments to this Resolution.
A. Adoption of Supplemental Resolution. The Board may adopt a resolution
supplemental hereto, which resolution thereafter shall become a part of this Resolution, for
any one or more of all of the following purposes:
(1) to add to or delete from the covenants and agreements of the County
in this Resolution in a manner that shall not adversely affect in any material respect
the interests of the Registered Owner; or
(2) to cure, correct or supplement any defective or ambiguous provision
contained in this Resolution or in any resolution authorizing future bonds in regard
to matters or questions arising under such resolutions as the Board may deem
necessary or desirable and not inconsistent with such resolutions and which shall not
adversely affect, in any material respect, the interests of the Registered Owner of the
Bond.
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Any such supplemental resolution may be adopted without the consent of the
Registered Owner, notwithstanding any of the provisions of subsection B of this Section 17.
B. Amendments with Consent of the Registered Owner. With the consent of the
Registered Owner, the Board may adopt a resolution supplemental hereto for the purpose of
adding any provisions to, or changing in any manner, or eliminating any of the provisions
of this Resolution or of any supplemental resolution; provided however, that no such
supplemental resolution shall extend the fixed maturity of the Bond, or reduce the rate of
interest thereon, or extend the time of payments of interest from their due date, or reduce
the amount of the principal thereof, without the consent of the Registered Owner.
It shall not be necessary for the consent of Registered Owner under this subsection B
to approve the particular form of any proposed supplemental resolution, but it shall be
sufficient if such consent shall approve the substance thereof.
C. Effect of Amendments. Upon the adoption of any supplemental resolution
pursuant to the provisions of this Section 17, this Resolution shall be deemed to be modified
and amended in accordance therewith, and the respective rights, duties and obligations of
the County under this Resolution and the Registered Owner shall thereafter be determined,
exercised and enforced thereunder, subject in all respects to such modification and
amendments, and all terms and conditions of any such supplemental resolution shall be
deemed to be part of the terms and conditions of this Resolution for any and all purposes.
D. Notations; Replacement Bonds. Bonds executed and delivered after the
execution of any supplemental resolution adopted pursuant to the provisions of this Section
17 may have a notation as to any matter provided for in such supplemental resolution, and if
such supplemental resolution shall so provide, new Bonds so modified as to conform in the
opinion of the Board to any modification of this Resolution contained in any such
supplemental resolution, may be prepared and delivered without cost to the Registered
Owner upon surrender for cancellation of such Bond.
Section 18: Sale of the Bond Authorized.
The sale of the Bond to the Purchaser is hereby authorized and approved. The terms
of said sale are contained in the Purchaser's offer to purchase the Bond on file with the
Clerk, dated January 31, 1994, which is hereby adopted and approved. The Board is of the
opinion that no better price could be obtained for the Bond, and that it is in the best interests
of the County and the public to accept said offer and sell the Bond by private sale, without
giving any prior notice thereof by publication or otherwise, as permitted by chapter 39.46
RCW.
The Chairman and/or Clerk are hereby authorized and directed to execute a bond
purchase contract on behalf of the County, and to do everything necessary for the prompt
execution and delivery of the Bond to said Purchaser and for the proper application and use
of the proceeds of the sale thereof.
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Section 19: Qualified Tax -Exempt Obligations.
The County hereby designates the Bond as a "Qualified Tax -Exempt Obligation"
pursuant to and as defined in Section 265(b) of the Code. The County covenants that it
shall not designate more than $10,000,000 of tax-exempt obligations during the calendar
year 1994. The County does not reasonably anticipate that it will issue in the aggregate
more than $10,000,000 principal amount of tax-exempt obligations during the calendar year
1994. In applying this $10,000,000 limitation, the County has taken into account (1) tax-
exempt obligations that it has issued and anticipates issuing, (2) tax-exempt obligations that
any "subordinate entity" has issued or anticipates issuing, (3) tax-exempt obligations that
any entity that issues obligations on behalf of the County has issued or anticipates issuing,
and (4) tax-exempt obligations that an entity formed to avoid this $10,000,000 limitation
has issued or anticipates issuing. However, in applying this $10,000,000 limitation, the
County has not taken into account any private activity bond (other than qualified 501(c)(3)
bonds) or any obligation issued to refund (other than in an advance refunding) another
obligation to the extent the amount of the refunding obligation does not exceed the amount
of the refunded obligation.
Section 20: No Personal Recourse.
No recourse shall be had for any claim based on the Resolution or the Bond against
any member, officer or employee, past, present or future, of the County or of any successor
body as such, either directly or through the County or any such successor body, under any
constitutional provision, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise.
Section 21: Ratification.
All actions heretofore taken by the Board, its officers, agents and employees, with
respect to the creation of RID No. 92-1, the levying and confirming of assessments therein
and the issuance of the Bond, are hereby ratified and approved.
Section 22: Severability.
If any provisions of this Resolution shall be declared by any court of competent
jurisdiction to be contrary to law, then said provisions shall be null and void, and shall be
deemed separable from the remaining provisions of this Resolution, and shall in no way
affect the validity of the other provisions of this Resolution.
-14-
Section 23: Repealer; Effective Date.
All resolutions and resolutions, or parts thereof, in conflict with this Resolution are,
to the extent of said conflict, hereby repealed. This Resolution shall be in full force and
effect immediately after its adoption.
ADOPTED by the Board of Commissioners of Grant County, Washington, at a
regular meeting thereof on January 31, 1994.
ATTEST:
Clerk f e Board�of
County Commissioners
(SEAL)
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
Helen Fancher,A 'rman
n
Tim Snead, Commissioner
LeRoy Alj' n, Commissioner
-15-
CERTIFICATE
I, Peggy Grigg, Clerk of the Board of County Commissioners of Grant County,
Washington, hereby certify that the foregoing resolution is a hull, true and correct copy of a
resolution duly adopted at a regular meeting of the Board of County Commissioners of said
County, duly and regularly held at the regular meeting place thereof on January 31, 1994, of
which meeting all members of said Board had due notice and at which a majority thereof
were present; and that at said meeting said resolution was adopted by the following vote:
AYES, and in favor thereof, Commissioners: J
NOES, Commissioners: 0
ABSENT, Commissioners: 0
ABSTAIN, Commissioners: 0
I further certify that I have carefully compared the same with the original resolution
on file and of record in my office; that said resolution is a full, true and correct copy of the
original resolution adopted at said meeting; and that said resolution has not been amended,
modified or rescinded since the date of its adoption, and is now in full force and effect.
IN WITNESS WHEREOF, I have set my hand and affixed the official seal of said
County on January 31, 1994.
QgANT COUNTY, WASHINGTON
Peggy 41, Clerk of* Board of
County Commissioners
(SEAL)
[Face of Bond]
UNITED STATES OF AMERICA
STATE OF WASHINGTON
GRANT COUNTY
ROAD IMPROVEMENT DISTRICT NO. 92-1 BOND
This Bond has been designated a "Qualified Tax -Exempt Obligation"
See Reverse Side For
Additional Provisions
GRANT COUNTY, WASHINGTON (the "County"), a third-class county duly
organized, existing and operating under and by virtue of the Constitution and laws of the
State of Washington, for value received, promises to pay from the "Grant County Road
Improvement District No. 92-1 Bond Fund" (the "Bond Fund"), created by Resolution No.
92 -19 -CC, adopted on March 3, 1992, and referred to in Resolution No. 94 -14 -CC,
adopted on January 31, 1994 (the "Resolution"), to
THE COLUMBIA BANK, a Washington corporation
or registered assigns, on February 1, 2006 (the "Maturity Date"), the Outstanding Principal
Sum hereof, as such amount shall be determined by the Treasurer from time to time and on
the date three business days before each Interest Payment Date, and to pay interest on the
Outstanding Principal Sum from the aforesaid Bond Fund from February 1, 1994, or the
most recent Interest Payment Date to which interest has been paid or duly provided for, at
the Applicable Interest Rate, payable commencing on February 1, 1995, and annually on
each Interest Payment Date thereafter until the Maturity Date or date of prior redemption of
this Bond. Interest for each Interest Rate Period shall be calculated at the respective
Applicable Interest Rate per annum specified below on the basis of a 360 -day year
consisting of twelve 30 -day months.
Interest Rate Period
Applicable
Interest Rate Period
Applicable
endin February 1
Interest Rate,
endin February I
Interest Rate
1995
4.50%
2001
5.15%
1996
4.50
2002
5.25
1997
4.50
2003
5.35
1998
4.65
2004
5.45
1999
4.85
2005
5.55
2000
5.00
2006
5.60
Absent fraud, the Treasurer's determination of the Outstanding Principal Sum shall
be conclusive upon the County and the Registered Owner.
Exhibit "A"
Page 1
Principal of and interest on this Bond are payable in lawful money of the United
States of America to the Registered Owner hereof, whose name and address shall appear on
the registration books of the County (the "Bond Register") maintained by the Treasurer (the
"Registrar"). Payment of each installment of interest, or principal and interest, shall be
made to the Registered Owner whose name appears on the Bond Register at the close of
business on the fifteenth day of the calendar month preceding the annual interest payment
date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner
on the due date, at the address appearing on the Bond Register, or at such other address as
may be furnished in writing by such Registered Owner to the Registrar; provided, that the
final installment of the principal of and interest on this Bond shall be paid to the Registered
Owner hereof, upon presentation and surrender of this Bond on or after the date of maturity
or prior redemption, at the principal offices of the Registrar.
RCW 36.88.240 provides as follows: "The owner of any bond or warrant issued
under the provisions of this chapter shall not have any claim therefor against the county by
which the same is issued., except for payment from the special assessments made for the
improvement for which said bond or warrant was issued and except as against the
improvement guaranty fund of such county, and the county shall not be liable to any owner
of such bond or warrant for any loss to the guaranty fund occurring in the lawful operation
thereof by the county. The remedy of the owner of a bond, or warrant in case of
nonpayment, shall be confined to the enforcement of any assessments made in such road
improvement district and to the guaranty fund."
Foreclosures for collection of delinquent assessments are subject to homestead
exemptions, as such are set forth in chapter 6.13 RCW.
Reference is hereby made to the Additional Provisions of this Bond set forth on the
reverse side hereof, and such Additional Provisions shall for all purposes have the same
effect as if set forth in this space.
This Bond shall not be valid or become obligatory for any purpose or be entitled to
any security or benefit under the Resolution until the Certificate of Authentication hereon
shall have been manually signed by the Registrar.
Exhibit "A"
Page 2
IN WITNESS WHEREOF, Grant County, Washington, has caused this Bond to be
executed by the manual signature of the Chairman of its Board of County Commissioners,
attested by the manual signature of the Clerk of its Board of County Commissioners, and
impressed with the seal of its Board of County Commissioners on February 1, 1994.
ATTEST:
[manual signature]
Clerk, Board of County Commissioners
[seal]
GRANT COUNTY, WASHINGTON
[manual signature]
Chairman, Board of County Commissioners
CERTIFICATE OF AUTHENTICATION
Date of Authentication: February 1, 1994
This Bond is the Grant County Road Improvement District No. 92-1 Bond, dated as
of February 1, 1994, described in the within -mentioned Resolution.
GRANT COUNTY, WASHINGTON
[manual signature]
Treasurer, as Registrar
[Reverse Side of Bond]
ADDITIONAL PROVISIONS
The Board, as the agent for Road Improvement District No. 92-1 ("RID No. 92-1"),
has caused this Bond to be issued in the name of the County as the Bond of RID No. 92-1,
the proceeds of which are to be applied in repayment of interfund loans made to pay the
costs of the Project. Capitalized terms used herein shall have the meanings set forth in the
Resolution.
RID No. 92-1 was created pursuant to Resolution No. 92 -19 -CC, adopted by the
Board on March 3, 1992, for the purpose of financing the improvement of "E" NE Road
from 4 NE Road through Westshores Acres within the County, as more particularly
described in Resolution No. 92 -19 -CC.
Exhibit "A"
Page 3
Payment of the principal of and interest on this Bond is to be borne by owners of
property within RID No. 92-1 upon which special assessments have been levied. The
Registered Owner of this Bond shall look only to the Bond Fund and the Road Improvement
Guaranty Fund, created by Resolution No. 94 -15 -CC of the County for the payment of the
principal of and interest on this Bond.
This Bond is issued pursuant to and in full compliance with the Constitution and
laws of the State of Washington now in force, particularly chapters 36.88 and 39.46 RCW,
and the proceedings duly adopted and authorized by the Board, more particularly the
Resolution.
The County has reserved the right to redeem all or a portion of the Outstanding
Principal Sum, on any Interest Payment Date, at the price of par plus accrued interest, if
any, to the date fixed for redemption, in such amounts as the Treasurer has cash in the Bond
Fund to pay same, over and above the amounts required to pay currently maturing
installments of interest on the Bond. Notice of any intended redemption, unless waived by
the Registered Owner, shall be given not less than 10 nor more than 30 days prior to the
redemption date by first-class mail, postage prepaid, to the Registered Owner of the Bond to
be redeemed at the address appearing on the Bond Register. The requirements of the
Resolution shall be deemed to be complied with when notice is mailed as therein provided,
regardless of whether or not it is actually received by the Registered Owner. Interest on the
portion of the Outstanding Principal Sum so called for redemption shall cease to accrue on
the date fixed for redemption, provided funds for redemption are on deposit at the place of
payment at that time, and such portion of the Outstanding Principal Sum shall not be
deemed to be outstanding as of such redemption date.
This Bond is transferable or exchangeable by the Registered Owner hereof in person
or by his attorney duly authorized in writing upon presentation and surrender of this Bond at
the principal office of the Registrar. Upon such transfer or exchange a new Bond will be
issued to the transferee or exchangee, in exchange therefor. The Registrar is not required to
transfer or exchange this Bond during the 15 days preceding the principal payment date, any
interest payment date or the date on which notice of redemption of the Bond is to be given,
or after such notice has been given.
Reference is hereby made to chapter 36.88 RCW and the Resolution for the
covenants and declarations of the County and other terms and conditions under which this
Bond has been issued. The covenants contained herein and in the Resolution may be
discharged by making provision, at any time, for the payment of the principal of and
interest on this Bond in the manner provided in the Resolution.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required by the Constitution and laws of the State of Washington now in force,
and the resolutions of the County, specifically the Resolution, 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 does not violate any constitutional,
Exhibit "A"
Page 4
statutory or other limitation upon the amount of bonded indebtedness that the County may
incur.
LEGAL OPINION
IT IS HEREBY CERTIFIED that the legal opinion of Perkins Coie, of Spokane,
Washington, is on file in my office, which opinion is dated the date of delivery of and
payment for the Bond, an original of which was delivered to me on said date, and is a part
of the permanent records of the County.
GRANT COUNTY, WASHINGTON
[manual signature]
Clerk of the Board of County Commissioners
The following abbreviations, when used in the inscription on the face of this Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants
in common
TEN ENT -- as tenants
by the entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants
in common
UNIF TRFS MIN ACT .................. .
(Cost) (Minor)
under Uniform Transfer to Minors Act ..........
(State)
Additional abbreviations may also be used although not in the above list.
Exhibit "A"
Page 5
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
Name of Transferee:
Address:
Taut Identification No.
the within Bond and hereby irrevocably constitutes and appoints
to transfer said Bond on
the books kept for registration thereof with full power of substitution in the premises.
Registered Owner
NOTE: The signature on this Assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular, without alteration or
enlargement or any change whatever.
Dated:
SIGNATURE GUARANTEED:
Bank, Trust Company or Member
Firm of the New York Stock Exchange
Authorized Officer
Exhibit "A"
Page 6