Loading...
HomeMy WebLinkAboutResolution 25-019-CCGRANT COUNTY, WASHINGTON LIMITED TAX GENERAL OBLIGATION BONDS, 2025 RESOLUTION NO.25-019-CC A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE COUNTY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $80,000,000 TO FINANCE CAPITAL IMPROVEMENTS FOR THE JAIL AND THE MORGUE OF THE COUNTY; PROVIDING FOR THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND DELEGATING CERTAIN AUTHORITY TO THE COUNTY REPRESENTATIVE IN CONNECTION WITH THE SALE. ADOPTED ON MARCH I I, 2025 PREPARED BY: K&L GATES LLP SEATTLE, WASHINGTON GRANT COUNTY RESOLUTION NO. 25-019-CC TABLE OF CONTENTS* Pale Section 1. Definitions I Section 2. Authorization of the Projects; Authorization and Description of Bonds .............. 5 Section 3. Registration, Exchange and Payments .................................................................. 6 Section 4. Redemption Prior to Maturity and Purchase of Bonds ....................................... I I Section5. Form of Bonds .................................................................................................... 15 Section6. Execution of Bonds ............................................................................................. 17 Section 7. Lost or Destroyed Bonds .................................................................................... 18 Section8. Bond Fund ........................................................................................................... 18 Section 9. Pledge of Taxation and Credit ............................................................................ 19 Section10, Defeasance .......................................................................................................... 19 Section 11. Project Fund; Application of Bond Proceeds ...................................................... 20 Section 12. Tax Covenants ................................. 20 Section13. Sale of Bonds ...................................................................................................... 22 Section 14. Undertaking to Provide Ongoing Disclosure ...................................................... 24 Section 15. Bond Insurance ................................................................................................... 29 Section16. Severability ......................................................................................................... 29 Section 17. Effective Date ............... 29 ' Neither this table of contents nor the preceding cover page area part of this resolution, and are included solely for convenience of the reader. 508933690.1 RESOLUTION NO.25-019-CC A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE AND SALE OF LIMITED TAX GENERAL OBLIGATION BONDS OF THE COUNTY IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $80,000,000 TO FINANCE CAPITAL IMPROVEMENTS FOR THE JAIL AND THE MORGUE OF THE COUNTY; PROVIDING FOR THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND DELEGATING CERTAIN AUTHORITY TO THE COUNTY REPRESENTATIVE IN CONNECTION WITH THE SALE. WHEREAS, the Board of County Commissioners (the "Board" of Grant County, Y, Washington (the "County") has determined that it is in the best interest of the County t tha It make . certain capital improvements to the jail and the morgue of the Count(the "Proects" as y'� described in Section 2 of this resolution); and WHEREAS, it is in the best interest of the County to issue limited tax general obligation g g on bonds in order to finance the Proj ects; and WHEREAS, the County is authorized by chapters 3 6.67 and 39.46 RCW to issue gener al al obligation bonds payable from, inter alia, regular tax levies of the County; and WHEREAS, the Board has determined to delegate to the County Representative (as defined below) certain matters relating to the manner and timing of sale of such bonds; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COU NTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, as follows: Section 1. Definitions The following words and terms as used in this resolution sh all have the following meanings for all purposes of this resolution unless a different mea ning clearly appears from the context: 508933690.1 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). Board means the Board of County Commissioners, the general legislative body of the County, as constituted from time to time. Bond Fund means the "Grant County Limited Tax General Obligation Bond Fund 20 " g 25 as described in Section 8 hereof. Bond Insurance Policy means the municipal bond insurance policy, if an issued b p Y� y, y the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein. Bond Purchase Contract means, the purchase contract relatingto the Bonds between n the County and the Underwriter. Bond Register means the registration books maintained b the Bond Registrar for the Y g purpose of identifying ownership of the Bonds. Bond Registrar means the fiscal agent of the State of Washington, for the u g � purposes s of registering and authenticating the Bonds, maintaining the Bond Register, effecting the g g transfer of ownership of the Bonds and paying interest on and principal of the Bonds. Bonds mean the Grant County, Washington Limited Tax General Obligation Bonds, , 2025 to be issued pursuant to this resolution with the aggregate rinci al amount of principal not to exceed ':1 111 111 Code means the federal Internal Revenue Code of 1986, as amended. Any reference to a provision of the Code shall include the applicable regulations of the Department of the e Treasury promulgated with respect to such provision. -2- 508933690.1 County means Grant County, Washington, a political subdivision duly organized and g existing by virtue of the Constitution and laws of the State of Washington. County Representative means the Chair of the Board or the Treasurer of the County. DTC means The Depository Trust Company of New York, a limited trust company purpose p Y organized under the laws of the State of New York, a depository for the Bonds pursuant to Section 3 hereof. Government obligations has the meaning given such term in Chapter 39.53 RCW as the same may be amended or restated from time to time. Insurer means the insurance company, if any, issuing the Bond Insurance Policyfor any one or more of the maturities of the Bonds. Letter of Representations means the blanket issuer letter of representations from the County to DTC. MSRB means the Municipal Securities Rulemaking Board or any successors to its functions. Until otherwise designated by the MSRB or the SEC, an information reports Y p or notices submitted to the MSRB in compliance with the Rule are to be submitted through the MSRB's Electronic Municipal Market Access system ("EMMA"), currently located at www.emma.msrb.or. Private Person 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 of property in a trade or business by a Private Person if such use is other than as a member of the general public. Private Person Use includes ownership of the property by the Private Person as well as other arrangements that transfer to the Priva te ate Person the actual or beneficial use of the property (such as a lease, management or incentive -3 - 508933690.1 payment contract or other special arrangement) in such a manner as to set the Private Person apart from the general public. Use of property as a member of the general public include g p s attendance by the Private Person at municipal meetings or business rental of property to the Priv ate 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 communit y 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 communitygroups g p are charged only a de minimis fee to cover custodial expenses. Projects means the projects described and authorized by Section 2 of this resolution. Project Fund means the 2025 Bond Construction Fund as described in Section 11 hereof , which name of the fund may be changed prior to closing, as directed b the Count Re y y presentative. Record Date means the close of business on the 15th day prior to each day which p y on a payment of interest on the Bonds is due and payable. Registered Owner means the person named as the registered owner of the Bonds in th e Bond Register. Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934 as g the same may be amended from time to time. SEC means the United States Securities and Exchange Commission. Term Bonds means any Bonds designated by the Underwriter as Term Bonds in the Bon d Purchase Contract. Treasurer means the treasurer of the County pursuant to RCW Ch. 3 6.29 as amended fro m time to time. -4- 508933690.1 Underwriter means D.A. Davidson & Co., Seattle, Washington. Rules of Interpretation: In this resolution, unless the context otherwise requires: (a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar ' mllar terms, as used in this resolution, refer to this resolution as a whole and not to an articular y p 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; (b) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and d include the plural number and vice versa; (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities includingpublic p bodies, as well as natural persons; (d) Any headings preceding the text of the several articles and Sections of this resolution, and any table of contents or marginal notes appended to copies hereof, shall pp p 11 be solely for convenience of reference and shall not constitute a art of this resolution nor shall all they affect its meaning, construction or effect; and (e) All references herein to "articles," "sections" and other subdivisions or clau ses are to the corresponding articles, sections, subdivisions or clauses hereof. Section 2. Authorization of the Projects' Authorization and Description of Bonds . (a) Projects. The Bonds are being issued to provide funds to a art of the pay p costs of capital improvements to the jail and the morgue of the Count and other capital improvements, Y p approved by the Board (the "Projects"). -5- 508933690.1 (b) Bonds. The County shall now issue and sell its limited tax general obligation bond g g s in the aggregate amount of not to exceed $80,000,000 for the purpose of providing the funds necessary to finance the Projects and pay costs of issuance of the Bonds. The Bonds shall be issued as a single series and shall be designated "Grant County, Washington, Limited Tax General Y g Obligation Bonds, 2025" with additional designation, if , as an approved b the Y pp y e County Representative (the "Bonds"), shall be dated as of the date of their initial delivery,shall be fully y registered as to both principal and interest, shall be in the denomination of $5,000 each or an y integral multiple thereof, provided that no Bond shall represent more than one maturity,shall 1 be numbered separately in such manner and with any additional designation as the Bond Registrar g g strar deems necessary for purposes of identification and control, and shall bear interest at the per p annum rates, payable on the dates and maturing in principal amounts set forth in the Bond Purchase Contract, pursuant to Section 13 of this resolution. The Bonds of an of the maturities may y be combined and issued as term bonds ("Term Bonds"), subject to mandatory redemption as provi ded in the Bond Purchase Contract. Section 3. Registration, Exchange and Payments. (a) Bond Registrar/Bond Register. The Board herebyrequests that the Treasure q r specify and adopt the system of registration approved by the Washington State Finance Committee tee from time to time through the appointment of state fiscal agencies. The Count hall y scause a bond register to be maintained by the Bond Registrar. So long as an Bonds remain outstanding, g, the Bond Registrar shall make all necessary provisions to permit the exchange or registration gor transfer of Bonds at its principal corporate trust office. The Bond Registrar may be remove d at any time at the option of the Treasurer upon prior notice to the Bond Registrar and a successor sor Bond Registrar appointed by the Treasurer. No resignation or removal of the Bond Registrar g shall -6- 508933690.1 be effective until a successor shall have been appointed and until the succes sor ssor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond Registrar glstrar is authorized, on behalf of the County, to authenticate and deliver Bonds transferred or exchang ed In accordance with the provisions of such Bonds and this resolution and to carryout all of the B ' and Registrar's powers and duties under this resolution. The Bond Registrar shall be responsible g p ble for its representations contained in the Certificate of Authentication of the Bonds. (b) Registered Ownership. The County and the Bond Registrar, each in i ' g is discretion, may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes (except as provided in Section 14 of this resolution), and neither the County nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 3(h) hereof, but such Bond may be transferred as herein provided. All such payments made as described in Section 3(h) shall be valid and shall satisfy and discharge the liability of the County upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letters of Representations. 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 Blanket Issuer Letter of Representations (the "Letter of Representations"). Neither the County nor the Bond Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees (or any successor depository) with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC participant, the payment by DTC (or any successor depository) or any DTC participant of any 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 -7- 508933690.1 the County to the Bond Registrar or to DTC (or any successor depository)), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held in fully -immobilized form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of any beneficial interest in such Bonds. 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 the unpaid principal thereof at the rate stated on such Bond until it is paid. The Bonds shall not be subject to acceleration. (d) Use of Depository. (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 pursuant to subsection (2) below or such substitute depository's successor; or (C) to any person as provided in subsection (4) below. (2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Treasurer to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Treasurer may hereafter appoint a substitute depository. Any such substitute -S- 508933690.1 depository shall be qualified under any applicable laws to provide the se rvices ervices proposed to be provided by it. (3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Bond Registrar shall, upon receipt of all outstandingBonds ' together with a written request of the Treasurer, issue a single new Bond for each maturitythen outstanding, ' g, registered In the name of such successor or such substitute depository, or their nominee s, 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 substitute de osito (or depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (B) the Treasurer determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of Bond certificates, the ownership of such Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fully -immobilized form. The Treasurer shall deliver a written request to the Bond Registrar, together with a supply of definitive Bonds, to issue Bonds as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all then outstanding Bonds together with a written request of the Treasurer to the Bond Registrar, new Bonds shall be issued in the appropriate denominations and registered in the names of such persons as are requested in such written request. (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any Bond may be registered and Bonds may bYe exchanged,but no transfer of any such Bond shall be valid unless it is surrendered to the Bond Registrar with g the assignment form appearing on such Bond duly executed by the Registered Owner or such Registered ' g ed Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such g p h surrender, the Bond -9- 508933690.1 Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without ch arge to the Registered Owner or transferee therefor, a new Bond Bonds at the o tion (or p of the new Registered Owner) of the same date, maturity and interest rate and for the same aggregate ri principal al amount in any authorized denomination, naming as Registered Owner the persons or person listed p p as the assignee on the assignment form appearing on the surrendered Bond in exchange g 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 sam e me date, maturity and interest rate, in any authorized denomination. The Bond Registrar shall not t 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. (f) Bond Registrar's Ownership of Bonds. The Bond may Registrar b g yecome the Registered Owner of any Bond with the same rights it would have if it were not the Bond Registrar, g strar, and to the extent permitted by law, may act as depository for and permit any of Its officers or directors to act as member of, or in any other capacity with respect to any committe e formed to protect the right of the Registered Owners of Bonds. (g) Registration Covenant. The County covenants that, until all Bonds have been surrendered and canceled, it will maintain a system for recordingthe ownership of each such p Bond that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. Both principal of and interest on the Bonds p shall be payable in lawful money of the United States of America. Interest on the Bond s shall be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as al Y g 1 Bonds are in fully immobilized form, payments of principal and interest thereon shall be made to the -10- 508933690.1 parties entitled to receive payment as of each Record Date in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the Bonds are no longer in fully immobilized form, interest on the Bonds shall be paid by check or draft mailed to the Registered Owners at the addresses for such Registered Owners appearing on the Bond Register as of the Record 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. Section 4. Redemption Prior to Maturity and Purchase of Bonds. (a) Optional Redemption. The Bonds shall be subject to optional redemption on the dates, at the prices and under the terms set forth in the Bond Purchase Contract approved by the County Representative pursuant to Section 13. (b) Mandatory Redemption. The Bonds may be subject to mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract and as approved by the County Representative pursuant to Section 13. (c) Purchase of Bonds. The County reserves the right to purchase any of the Bonds offered to it at any time at a price deemed reasonable by the County Representative. (d) Selection of Bonds fog Redemption. For as long as the Bonds are held in book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be made in accordance with the operational 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 -11- 508933690.1 in this subsection (d). If the County redeems at any one time fewer than all of the B ' Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to be redeemed shall be selected by lot (or in such manner determined b the Bond Registrar) in Y g ) increments of $5,000. In the case of a Bond of a denomination eater than $5,000, the Cou �'my and the Bond Registrar shall treat each Bond as representing such number of separate Bonds eac h ch of the denomination of $5,000 as is obtained by dividing the actual amount of principal such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is redeemed, d, 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 unredeemed balance of the ' principal sum thereof, at the option of the Registered Owner, a Bond or Bonds of like maturity and interest ra te in any of the denominations herein authorized. (e) Notice of Redemption. (1) Official Notice. For so long as the Bonds are held in uncertificated form, notice of redemption (which notice may be conditional or may be rescinded at the option of the County) shall be given in accordance with the operational arrangements of DTC as then in effect, and neither the County nor the Bond Registrar will provide any notice of redemption to any beneficial owners. Thereafter (if the Bonds are no longer held in uncertificated 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 redemption shall be conditioned by the Bond Registrar on the receipt of sufficient funds for redemption) shall be given by the Bond Registrar on behalf of the County by mailing a copy of an official redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption -12- 508933690.1 to the Registered Owner of the Bond or Bonds to be redeemed at the address shown o ' n the Register or at such other address as is furnished in writing by such Registered Owner to the Bond d Registrar. All official notices of redemption for Bonds shall be dated and shall state: (A) the redemption date, (B) the redemption price, (C) if fewer than all outstanding Bonds are to be redeemed, the identification by maturity (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (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 in terest nterest thereon shall cease to accrue 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 payment shall be the office of the Bond principal Registrar. On or prior to any redemption date, unless the redemption was conditional p and the conditions for the redemption have not been satisfied, the Count shall deposit y p with the Bond Registrar an amount of money sufficient to pay the redemption rice of all the Bond p p s or portions of Bonds which are to be redeemed on that date. (2) Effect of Notice; Bonds Due. If notice of redemption has been given as aforesaid and the conditions for redemption have been satisfied the Bonds or o p rtions of Bonds so to be redeemed shall, on the redemption date, become due and at the redemption payable demption price therein specified, and from and after such date such Bonds or portions of Bonds shall hall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notic e, such Bonds shall be paid by the Bond Registrar at the redemption rice. Installments of interes t st due on or prior -13- 508933690.1 to the redemption date shall be payable as herein provided for of interest. Al payment 1 Bonds which have been redeemed shall be canceled and destroyed b the Bond Registrar and s Y g hall not be reissued. (3) Additional Notice. In addition to the foregoing notice, further notice shall be given by the County as set out below, but no defect in said further notice nor any failure to 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 above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all Bonds being redeemed; (B) the date of issue of the Bonds as originally issued; (C) the rate of interest borne by each Bond being redeemed; (D) the maturity date of each Bond being redeemed; and (E) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption may be sent at least 20 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 information as the County shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such Bonds. (4) CUSIP Number. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such shall bear th purpose e CUSIP number identifying, by issue and maturity, the Bonds beingredeemed with the proceeds p s 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 not ices tices and -14- 508933690.1 the persons designated to receive notices, may be amended b additions deletions ' Y and changes in order to maintain compliance with duly promulgated regulations and recommendations regardin g notices of redemption of municipal securities. Section 5. Form of Bonds. The Bonds shall be in substantially the following for • NO. � STATEMENT OF INSURANCE (if any) UNITED STATES OF AMERICA STATE OF WASHINGTON GRANT COUNTY LIMITED TAX GENERAL OBLIGATION BOND, 2025 INTEREST RATE: % MATURITY DATE: CU S IP NO.: Registered Owner: CEDE & CO. Principal Amount: Grant County, Washington (the "County"), hereby acknowledges itself to owe and d for value received promises to pay to the Registered Owner identified above or registered g d assigns, on the Maturity Date identified above, the Principal Amount indicated above and to pay interest thereon from , 2025, 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 a p gable 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 moneyof the Unite States d of America. For so long as the bonds of this issue are held in full immobilize . y d form, payments of principal and interest thereon shall be made as provided in accordance with p the operational arrangements of The Depository Trust Company("DTC")referred to in the Blanket Issuer Letter of Representations (the "Letter of Representations" from the Count .. ) y to DTC. Initially, the County's Treasurer has specified and adopted the registration system for th g y e bonds of this issue specified by the State Finance Committee, and the fiscal agent of the ' . g 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 provision s s of the Constitution and applicable statutes of the State of Washington and Resolution No. 2 - g 5 019-CC duly adopted by the Board of County Commissioners on March 11 2025 (the "Bond Resolution"). Capitalized terms used in this bond have the meanings given such terms in the Bond Res olution. -15- 508933690.1 This bond shall not be valid or become obligatory for any purpose or be entit led to any security or benefit under the Bond Resolution until the Certificate of Authentication he reon 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 inter of m � interest and date maturity, except as to number and amount in the aggregate principal amount of $ and is issued pursuant to the Bond Resolution for providingfunds for the Project of issuance. Projects pay costs The bonds of this issue are subject to redemption as stated in the Bond Purcha se Contract and Official Statement dated The County hereby irrevocably covenants and agrees with the owner of this bond that it will include in its annual budget and levy taxes annually,within and as a a part of the tax levy permitted to counties without a vote of the electorate, upon all the property subject ' p p p y � to taxation in amounts sufficient, together with other revenues and money legally available therefor, . Y g Y , to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and resources of the County are hereby irrevocably pledged for the annual levy and collectio n of such taxes and the prompt payment of such principal and interest. The County has not designated the bonds of this issue as "qualified tax-exempt " . q p obligations for investment by financial institutions under Section 265 b of the Code. The pledge of tax levies for payment of principal of and interest on the bond s may be discharged prior to maturity of the bonds by making provision for the payment the reof on the terms and conditions set forth in the Bond Resolution. It is hereby certified that all acts, conditions and things required b the Constitution g q y and statutes of the State of Washington to exist, to have happened, been done and performe d d precedent to and in the issuance of this bond have happened, been done and performed and that t the Issuance of this bond and the bonds of this issue does not violate an constitutional limitationY ,statutory or other upon the amount of bonded indebtedness that the County may incur. Y IN WITNESS WHEREOF, Grant County, Washington, has caused this bon d ndtobe executed by the manual or facsimile signatures of the Chair and Clerk of the Board of County Commissioners, and the seal of the County to be impressed, imprinted, or otherwise p � p rw se reproduced hereon, as of this day of , 2025. [SEAL] GRANT COUNTY, WASHINGTON /s/ facsimile or manual signature Chair of the Board of County Commissioners -16- 508933690.1 ATTEST: /s/ facsimile or manual signature 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 Resolution utlon and is one of the Limited Tax General Obligation Bonds, 2025 of Grant Count Washin gton, ngton, dated 2025. WASHINGTON STATE FISCAL AGENT, Bond Registrar is Authorized Signer Section 6. Execution of Bonds. The Bonds shall be executed on behalf of the County with the manual or facsimile signatures of the Chair of the Board and the Clerk of the Board, and the corporate seal of the County shall be impressed, imprinted or otherwise reproduced p p oduced thereon. In case either or both of the officers who shall have executed the Bonds shall cea se to be an officer or officers of the County before the Bonds so signed shall have been authenticated uthenticated or delivered by the Bond Registrar, or issued by the Count such Bonds Y� may' nevertheless be authenticated, delivered and issued, and upon such authentication deliveryand issuance, s suance, shall be as binding upon the County as though those who signed the same had continued to be such officers of the County. Any Bond also may be signed and attested on behalf of the Count y 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. -17- 508933690.1 Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore recited, manually executed by the Bond Registrar, shall be v ' g valid or obligatory for any purpose or entitled to the benefits of this resolution. Such Certificate of Authenticatio n shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this resolution. Section 7. Lost or Destroyed Bonds. If any Bonds are lost stolen or destroyed, the Bond Registrar may authenticate and deliver a new Bond or Bonds of like am ount, maturity and tenor to the Registered Owner upon the owner payingthe ex and expenses p charges of the Bond Registrar and the County in connection with preparation and authentication of the replacement Bond or Bonds and upon his or her filing with the Bond Registrar and th e he County evidence satisfactory to both that such Bond or Bonds were actuallylost stolen or destroyed troyed and of his or her ownership, and upon furnishing the County and the Bond with Registrar ' g h indemnity satisfactory to both. Section 8. Bond Fund. A fund of the Count to b e known as the "Grant Grant County Limited Tax General Obligation Bond Fund, 2025" is herebyauthorized and d directed to be created in the office of the Treasurer. The taxes hereafter levied for the purpose of ' p rp paying principal of and interest on the Bonds and other funds to be used to a the Bonds shall b e ' pay deposited in the Bond Fund no later than the date such funds are required for the payment a of principal p y p ipal of and Interest on the Bonds. The Bond Fund .shall be drawn upon for the sole purpose o f paying the principal nclp al of and interest on the Bonds. Money in the Bond Fund not needed to a ' 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. Y 508933690.1 Section 9. Pledae of Taxation and Credit. The Count irrevocably covenants Y y and agrees for as long as any of the Bonds are outstanding and unpaid that each year it ' p y well Include In its budget and levy an ad valorem tax upon all the property within the Count ' p p Y y subject to taxation in an amount that will be sufficient, together with all other revenues and mon ey of the County legally available for such purposes, to pay the of and interest on th principal e Bonds as the same shall become due. All of such taxes so collected and an other money to be use Y y d for such purposes shall be paid into the Bond Fund. The County hereby irrevocably pledges that the annual tax provided for herein n to be leveed for the payment of such principal and interest shall be within and as a art of the e tax levy permitted to counties without a vote of the people, and that a sufficient portion of each annual p levy to be levied and collected by the County prior to the full payment of the principal of and interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for th ge payment of the principal of and interest on the Bonds. The full faith, credit and resources of the County are herebyirrevocably l y pledged for the annual levy and collection of said taxes and for the prompt payment of the principal of and Interest on the Bonds as the same shall become due. Section 10. Defeasance. In the event that moneyand/or Government ' Obligations that are noncallable and unconditional obligations of the United State of America or obligations gations unconditionally guaranteed by the United State of America maturingat h time such me or times and bearing interest to be earned thereon in amounts money, with such (together y, if necessary) sufficient to redeem and retire part or all of the Bonds in accordance with their terms are se ' t aside in a special account of the County to effect such redemption and retirement and such moneyand ' the principal of and interest on such Government Obligations are irrevocablyaside set e and pledged for such -19- 508933690.1 purpose, then no further payments need be made into the Bond Fund for the a p yment of the principal of and interest on the Bonds so provided for, and the registered owners g of such Bonds shall cease to be entitled to any lien, benefit or securityof this resolution except ' p 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 owne rs of all Bonds so provided and to each party entitled to receive notice in accordance with Sectio n 14 of this resolution. Section 11. Project Fund; Application of Bond Proceeds. There is herebyauthorized orized to be created a separate fund of the County to be known as the "2025 Bond Construction" Fund (the "Project Fund"), which fund is to be drawn upon for the purpose of paying the costs of the Projects as directed by the Board from time to time and payingcosts of issuance of the Bo ' Bonds. At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited into the p Project Fund and used to pay the costs of the Projects as described in Section 2 and all costs inciden tal thereto and to the issuance of the Bonds. Money in the Project Fund shall be invested as provided by the Treasurer or his designee in legal investments for Count funds. ' y Earnings on such Investments shall accrue to the benefit of the fund earning such interest. An art of th y p e proceeds ceeds of the Bonds remaining in the Project Fund after all costs of the Projects have been(including� paid costs of issuance) may be used for any capital purpose of the Count or may be transferred y y to the Bond Fund. Section 12. Tax Covenants. (a) No Arbitrage or Private Activity Bonds. The County hereby covenants that it will not make any use of the proceeds from the sale of the Bonds or any other funds of the County that maybe deemed to be proceeds of such Bonds pursuant to Section 148 of the Code that will cause -20- 508933690.1 the Bonds to be "arbitrage bonds" within the meaningof said Section. The County y well 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 County further covenants that it will not take an action or permit an action y p y on to be taken that would cause the Bonds to constitute "private activity bonds" under Sectio n 141 of the Code. (b) Private Person Use Limitation for Bonds. The County covenants that for as long as the Bonds are outstanding, it will not permit: (1) More than 10% of the Net Proceeds of the Bonds to be allocated to any Private Person Use; and (2) More than 10% of the principal or interest payments on the Bonds in a Bond Year to be directly or indirectly: (A) secured by any interest in property used or to be used for any Private Person Use or secured 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. 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 payments on the Bonds in a bond year are (under the terms of this resolution or any underlying arrangement) directly or indirectly: (A) secured by any interest in property used or to be used for any Private Person Use or secured by payments in respect of property used or to be used for any Private Person Use, or (B) derived from payments (whether or not made to the County) in respect of property, or -21- 508933690.1 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 with Bond proceeds, and (ii) any Private Person Use will not exceed the amount of Net Proceeds of the Bonds used for the state or local governmental use portion of the project to which the Private Person Use of such portion of such projects relate. The County further covenants that it will comply with any limitations on the use of the project by other than state and local governmental users that are necessary, in the opinion of its bond counsel, to preserve the tax exemption of the interest on the Bonds. The covenants of this section are specified solely to assure the continued exemption from regular income taxation of the interest on the Bonds. Section 13_ Sale of Rnnr1c (a) Bond Sale. The Bonds shall be sold by negotiated sale to the Underwriter pursu ant ant to the terms of the Bond Purchase Contract. The County Representative is hereby authoriz ed to negotiate terms for the purchase of the Bonds and to execute the Bond Purchase Contract with such terms as are approved by the County Representative pursuant to this section and cons istent slstent with this resolution. The Board has been advised by the Underwriter that market conditio ns are fluctuating and, as a result, the most favorable market conditions may occur on a day other y y r than a regular meeting date of the Board. The Board has determined that it is in the best interest of the County to delegate to the County Representative for a limited time the authorityapprove to pp e the final interest rates, aggregate principal amount and principal amounts of each maturity y of the Bonds and determine the redemption rights for the Bonds. The Count Representative is y p hereby -22- 508933690.1 authorized to approve the final interest rates, aggregate principal amount, principal maturities ties and redemption rights for the Bonds in the manner provided hereafter so ton(i)g as the aggregate principal amount of the Bonds issued pursuant to this resolution does not exceed 80 • $ ,000,000, (ii) the true interest cost for the Bonds (in the aggregate) does not exceed 6.00%• and (iii) the final maturity for the Bonds will be no later than 38 years from the date of closing of the Bonds. In determining the final interest rates, aggregate principal amount, principal maturities p p sand redemption rights, the County Representative, in consultation with Count staff y f and the Underwriter, shall take into account those factors that, in his or her judgment, will re suit in the lowest true interest cost on the Bonds to their maturity, including, but not Y g, limited to current financial market conditions and current interest rates for obligations comparable in g p tenor and quality to the Bonds. Subject to the terms and conditions set forth in this Section 13 th e County Representative is hereby authorized to execute the final form of the Bond Purchase Co ntract. Following the execution of the Bond Purchase Contract, the County Representative shall provid e a report to the Board, describing the final terms of the Bonds approved pp pursuant to the authority delegated in this section. The authority granted to the Count Representative b this ' Y p y s Section 13 shall expire 180 days after the date of approval of this resolution. If a Bond Purchase Contract for Bonds has not been executed within 180 days after the date of final approval of this resolution, lution, 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 b resolution y of the Board. The resolution re -authorizing the issuance and sale of such Bonds may bin the form ye e rmofanew resolution repealing this resolution in whole or in part or may be in the form of an amendatory mendatory resolution approving a bond purchase contract or establishingterms and conditions ns for the authority delegated under this Section 13. -23- 508933690.1 (b) Delivery; Documentation. Upon the passage and approval of this resolution, on, the proper officials of the County including the County Representative, are authorized and direc ted to undertake all action necessary for the prompt execution and deliveryof the e Bonds to the Underwriter thereof and further to execute all closing certificates and documents required q d to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purcha se Contract. In furtherance of the foregoing, the County Representative is authorized to approve and d enter Into agreements for the payment of costs of issuance, including Underwriter's discount the fees and expenses specified in the Bond Purchase Contract, including fees and expenses of Underwriter and d other retained services, including bond counsel, financial advisor, ratingagencies, fiscal g 9 agent, and other expenses customarily incurred in connection with issuance and sale of bonds. (c) Preliminary and Final Official Statements. The Count Representative y p ive is authorized to ratify and to approve for purposes of the Rule, on behalf of the County, the Official Statement (and any Preliminary Official Statement) relating to the issuance and sale of the Bonds and the distribution of the Official Statement pursuant thereto with such changes, if any, as may be deemed to be appropriate by the County Representative. Section 14. Undertaking to Provide Ongoing Disclosure. (a) Contract/Undertaking. 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) Financial Statements/Operating Data. The County agrees to provide or cause to be provided to the Municipal Securities Rulemaking Board ("MSRB"), the following annual financial information and operating data for the prior fiscal year (commencing in 2026 for the fiscal year ended December 31, 2025): -24- 508933690.1 1. Annual financial statements, which statements may or may not be audited showing ending fund balances for the County's general fund prepared in accordance with the Budget Accounting and Reporting System prescribed by the Budget Accountingand Reporting p g System prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or Y an 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. The assessed valuation of taxable property in the County; 3. County's General/Current Expense Fund Ad valorem taxes due; 4. County's General/Current Expense Fund property tax levy rate per $1,000 of assessed valuation; and 5. Outstanding general obligation debt of the County. Items 2-5 shall be required only to the extent that such information is not included in the annual 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 annual financial information and operating data the Count p g � Y may cross-refer 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. -25- 508933690.1 (c) Listed Events. The County agrees to provide notice of the following material events not in excess often business days after the occurrence of the event: (1) Principal and interest payment delinquencies; (2) Nonpayment related defaults if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) 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 the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to the rights of Bond holders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds if material; , (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the County; (13) The consummation of a merger, consolidation, or acquisition involving the q g 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 action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a g trustee, if material; (15) Incurrence of a financial obligation of the County, if material or agreement greement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the County, any of which affect security holders, if material; and -26- 508933690.1 (16) Default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial obligation of the Co unty, ounty, any of which reflect financial difficulties. The term "financial obligation" means a (i) debt obligation;(ii)derivative g instrument entered into in connection with, or pledged as security or a source of for an existing payment ng or planned debt obligation; or (iii) guarantee of (i) or (ii). The term "financial obligation" g shall not include municipal securities as to which a final official statement has been provided to the p MSRB consistent with the Rule. Solely for purposes of information, and not intending to modifythis undertaking, g, the County advises that there is no property securing repayment of the Bonds and there is no debt service reserve fund or account for the Bonds, as the County lacks legal authority for either measure. If further changes in the law permit such measures, and if the Count subsequently y q ly chooses to establish such reserves or provide such propertyas security for the Bonds th Y e County will provide notice of such establishment or provision and undertake to provide notices of p material events relating thereto, should such events occur. The County shall promptly determine whether p p Y the events described above are material. (d) Notification Upon Failure to Provide Financial Data. The Count re y agrees es to provide or cause to be provided, in a timely manner to the MSRB notice of its failure to r p ovlde the annual financial information described in Subsection rior to the date (b) above on or p set forth in Subsection (b) above. (e) Emma; Format for Filings with the MSRB. Until otherwise designated b g y the MSRB or the SEC, any information or notices submitted to the MSRB in compliance with h the Rule are to be submitted through the MSRB's Electronic Municipal Market Access s system ("EMMA"), currently located at www.emma.msrb.org. All notices financial informat ion and operating data required by this undertaking to be provided to the MSRB must be in an electronic tronlc _27_ 508933690.1 format as prescribed by the MSRB. All documents provided to the MSRB pursuant to this undertaking must be accompanied by identifying information as prescribed by the MSRB. (f) Termination/Modification. The County's obligations to provide annual financial information and notices of listed events shall terminate upon the legal defeasance, prior redemption or payment 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 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 County may amend this section with an opinion of nationally recognized bond counsel g in accordance with the Rule. In the event of any amendment of this section the County shall describe such amendment in the next annual report, and shall include a narrative explanation p on of the reason for the amendment and its impact on the type (or in the case of a change of account ing ting principles, on the presentation) of financial information or operatingdata being resented b t g p y he County. 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 ge is made shall present a comparison (in narrative form and also, if feasible in quantitative form) , q between the financial statements as prepared on the basis of the new accounting and those prepared on the basis of the former accounting principles. (g) Bond Owner's Remedies Under This Section. The an right of bondowner or g Y beneficial owner of Bonds to enforce the provisions of this section shall be limited to a rig ht to obtain specific enforcement of the County's obligations under this section and an failure y by the -28- 508933690.1 County to comply with the provisions of this undertaking shall not be an event of defau lt with respect to the Bonds. For purposes of this section, "beneficial owner" means an person who y p has the power, directly or indirectly, to vote or consent with respect to or to dispose of p � p ownership of, any Bonds, including persons holding Bonds through nominees or depositories. Section 15. Bond Insurance. A County Representative is herebyalso authorized to consider proposals from bond insurers and determine whether the use of bond insurance for the Bonds is economically advantageous to the District. If a Count Representative determines Y p to obtain bond insurance, a County Representative is authorized to execute a commit ment for insurance. Section 16. Sever If any one or more of the covenants and agreements provided g p ed in this resolution to be performed on the part of the Count shall be declared b an Y y y court of competent jurisdiction to be contrary to law, then such covenant or covenants agreement g 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 validityof the other provisions p visions of this resolution or of the Bonds. Section 17. Effective Date. This resolution shall be effective from and after its adoption p on as provided by law. -29- 508933690.1 ADOPTED by the Board of County Commissioners of Grant County,g Washington, at a regular meeting thereof held this 11 th day of March, 2025. BOARD OF COUNTY COMMISSIONERS: oboe Chair f Kevig,8urgess, Member ATTEST: -3 0- 508933690.1 CERTIFICATE I, the undersigned, Clerk of the Board of Count Commissioners of y Grant County, Washington (herein called the "Board") and keeper of the records of the Cou nty, DO HEREBY CERTIFY: 1. That the attached Resolution is a true and correct copy of Resolution No. 25- 019-CC of the County (herein called the "Resolution"), as finallyadopted at p a regular meeting of the Board held on the 11 th day of March, 2025, and dulyrecorded in m of y face. 2. That said meeting was duly convened and held in all respects in accordance ordance with law, and to the extent required by law, due and notice of such proper meeting was given, that quorum of the Board was present throughout the meeting and a legally sufficie nt number of members of the Board voted in the proper manner for the approval of said Resolution; utlon, that all other requirements and proceedings incident to the proper approval of said Resolution on have been duly fulfilled, carried out and otherwise observed, and that I am authorized toe ' execute this certificate. IN WITNESS WHEREOF, I have hereunto set my hand this 11 th dayof March, ch, 2025. 508933690.1