HomeMy WebLinkAboutResolution 10-087-CCRESOLUTION NO. 10 -087 -CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SALES TAX/LIMITED TAX GENERAL OBLIGATION
BONDS OF THE COUNTY IN THE AGGREGATE PRINCIPAL AMOUNT
OF $9,605,000 TO FINANCE IMPROVEMENTS TO THE MULTI
AGENCY COMMUNICATIONS CENTER; PROVIDING THE DATE,
FORM, TERMS, MATURITIES, AND REDEMPTION PROVISIONS OF
THE BONDS; PROVIDING FOR THE DISPOSITION OF THE BOND
PROCEEDS; PROVIDING FOR THE PLEDGE OF SALES TAXES WITH
THE FURTHER COMMITMENT OF THE COUNTY'S CREDIT TO PAY
THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND
AUTHORIZING THE SALE OF THE BONDS.
ADOPTED ON NOVEMBER 23, 2010
Prepared by:
K&L GATES LLP
Seattle, Washington
GRANT COUNTY, WASHINGTON
RESOLUTION NO. 10 -087 -CC
Neither this Table of Contents nor the preceding cover page is a part of this resolution,
and is included solely for convenience of the reader.
TABLE OF CONTENTS'
Page
Section1.
Definitions..............................................................................................................2
Section 2.
Authorization of Projects......................................................................................6
Section 3.
Authorization and Description of Bonds..............................................................
6
Section 4.
Registration, Exchange and Payments..................................................................
7
Section 5.
Redemption Prior to Maturity and Purchase of Bonds .......................................
12
Section6.
Form of Bonds....................................................................................................
16
Section 7.
Execution of Bonds.............................................................................................19
Section 8.
Lost or Destroyed Bonds....................................................................................19
Section9.
Bond Fund...........................................................................................................20
Section 10.
Pledge of Taxation and Credit............................................................................
21
Section11.
Defeasance..........................................................................................................22
Section 12.
Project Fund; Application of Bond Proceeds......................................................
23
Section 13.
Tax Covenants; Special Designation..................................................................24
Section14.
Sale of Bonds......................................................................................................
26
Section 15.
Undertaking to Provide Ongoing Disclosure......................................................26
Section16.
Severability.........................................................................................................31
Neither this Table of Contents nor the preceding cover page is a part of this resolution,
and is included solely for convenience of the reader.
RESOLUTION NO. 10 -087 -CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF SALES TAX/LIMITED TAX GENERAL OBLIGATION
BONDS OF THE COUNTY IN THE AGGREGATE PRINCIPAL AMOUNT
OF $9,605,000 TO FINANCE IMPROVEMENTS TO THE MULTI
AGENCY COMMUNICATIONS CENTER; PROVIDING THE DATE,
FORM, TERMS, MATURITIES, AND REDEMPTION PROVISIONS OF
THE BONDS; PROVIDING FOR THE DISPOSITION OF THE BOND
PROCEEDS; PROVIDING FOR THE PLEDGE OF SALES TAXES WITH
THE FURTHER COMMITMENT OF THE COUNTY'S CREDIT TO PAY
THE PRINCIPAL OF AND INTEREST ON THE BONDS; AND
AUTHORIZING THE SALE OF THE BONDS.
WHEREAS, the Multi Agency Communications Center ("MACC") provides essential
emergency communications systems and facilities for the safety and protections of the residents
of Grant County, Washington (the "County"); and
WHEREAS, the facilities of MACC are in need of substantive improvements (hereinafter
defined as the "MACC Project"); and
WHEREAS, pursuant to RCW 82.14.420, the voters of the County on November 8, 2005
approved the imposition of a sales and use tax at the rate of one tenth of one percent in order to
provide funds for the costs associated with the financing emergency communication systems and
facilities (the "911 Sales Tax"); and
WHEREAS, in order to assist MACC in obtaining the lowest cost of financing for the
MACC Project, the Board of County Commissioners (the `Board") has agreed to issue limited
tax general obligation bonds, secured primarily with the receipts of the 911 Sales Tax, on the
terms and conditions set forth in this resolution; and
WHEREAS, the County is authorized by RCW 36.67 and ch. 39.46 to issue general
obligation bonds; and
WHEREAS, it is necessary that the designation, date, form, terms and maturities of such
bonds be fixed; and
WHEREAS, the bonds authorized herein shall be sold pursuant to negotiated sale D.A.
Davidson & Co., as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF GRANT COUNTY, WASHINGTON, as follows:
Section 1. Definitions The following words and terms as used in this resolution shall
have the following meanings for all purposes of this resolution, unless some other meaning is
plainly intended.
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 of the County, the general legislative
body of the County, as constituted from time to time.
Bond Fund means the "Grant County MACC Sales Tax Bond Fund, 2010" established
pursuant to Section 9 hereof.
Bond Register means the registration books maintained by the Bond Registrar for the
purpose of identifying ownership of the Bonds.
Bond Registrar means the fiscal agency of the State of Washington for the purposes of
registering and authenticating the Bonds, maintaining the Bond Register, effecting the transfer of
ownership of the Bonds and paying interest on and principal of the Bonds or any registrar
hereafter appointed by the Treasurer.
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Bonds means the Sales Tax/Limited Tax General Obligation Bonds, 2010 (Multi Agency
Communications Center) of the County issued pursuant to this resolution.
Code means the federal Internal Revenue Code of 1986, as amended. Any reference to a
provision of the Code shall include the applicable regulations of the Department of the Treasury
promulgated with respect to such provision.
County means Grant County, Washington, a political subdivision duly organized and
existing by virtue of the Constitution and laws of the State of Washington.
County Representative means the Treasurer.
DTC means The Depository Trust Company of New York, a limited purpose trust
company organized under the laws of the State of New York, a depository for the Bonds
pursuant to Section 4 hereof.
Government Obligations has the meaning given such term in Chapter 39.53 RCW, as the
same may be amended or restated from time to time.
Letter of Representations means the blanket issuer letter of representations from the
County to DTC.
MACC means the Multi Agency Communications Center of the County.
MACC Funds mean other legally available funds of the MACC, including user fees, to
the extent not required to be used to pay operational expenses of the MACC.
MACC Projects mean those projects described and authorized by Section 2 of this
resolution.
MSRB means the Municipal Securities Rulemaking Board or any successor to its
functions.
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911 Sales Tax means the tax imposed in the County pursuant to RCW 82.14.420 and a
vote the electors held on November 8, 2005.
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
Private Person the actual or beneficial use of the property (such as a lease, management or
incentive payment contract or other special arrangement) in such a manner as to set the Private
Person apart from the general public. Use of property as a member of the general public includes
attendance by the Private Person at municipal meetings or business rental of property to the
Private Person on a day-to-day basis if the rental paid by such Private Person is the same as the
rental paid by any Private Person who desires to rent the property. Use of property by nonprofit
community groups or community recreational groups is not treated as Private Person Use if such
use is incidental to the governmental uses of property, the property is made available for such
use by all such community groups on an equal basis and such community groups are charged
only a de minimis fee to cover custodial expenses.
hereof.
Project Fund means the "2010 MACC Construction Fund" as described in Section 12
Registered Owner means the person named as the registered owner of the Bond in the
Bond Register.
Reserve Fund means the MACC Bond Debt Service Reserve Fund created and
maintained in the office of the Treasurer pursuant to Section 9 of this resolution.
4- a:120287_cnry 0287_927 wnnmo
Reserve Requirement means the least of (a) 10% of the net proceeds of the Bonds,
(b) maximum annual debt service on the Bonds, (c) 1.25 times average annual debt service or
(d) such lesser amount as shall be required to maintain the exemption of interest of any Bonds
from taxation under the Code. The Reserve Requirement may be recalculated upon each
payment of principal of the Bonds
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same may be amended from time to time.
SEC means the Securities and Exchange Commission.
Treasurer means the treasurer of the County pursuant to RCW Ch. 36.29, as amended
from time to time.
Underwriter means D.A. Davidson & Co., Spokane, Washington.
Rules of Interpretation:
In this resolution, unless the context otherwise requires:
(a) The terms "hereby," "hereof .. "hereto," "herein, "hereunder" and any similar
terms, as used in this resolution, refer to this resolution as a whole and not to any particular
article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the
term "heretofore" shall mean before, the date of this resolution;
(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 include
the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations and other legal entities, including public bodies, as well
as natural persons;
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(d) Any headings preceding the text of the several articles and Sections of this
resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this resolution, nor shall they affect
its meaning, construction or effect; and
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Authorization of MACC Proiects. The Bonds are being issued to provide
funds to pay a portion of the costs of electronics infrastructure and the acquisition of radio
equipment for MACC. Bond proceeds also may be used for other capital improvements for
MACC, including land acquisition. The cost of all necessary architectural, engineering, and
other consulting services, inspection and testing, administrative expenses, on and off-site utilities
related improvements and other costs incurred in connection with the making of the capital
improvements shall be deemed a part of the costs of such improvements. Such improvements
shall be complete with all necessary furniture, equipment and appurtenances. No other County
funds, other than Bond proceeds, shall be used to pay the cost of the MACC Projects.
The above -referenced improvements are hereinafter collectively referred to as the
"MACC Projects".
Section 3. Authorization and Description of Bonds. The County hereby authorizes
the issuance and sale of the Bonds for the purposes of assisting MACC in the financing of the
costs of the MACC Projects and paying the expenses incidental to the issuance of the Bonds.
The Bonds shall be in the aggregate principal amount of $9,605,000 and shall be
designated "Grant County, Washington Sales Tax/Limited Tax General Obligation Bonds, 2010
(Multi Agency Communications Center)". The Bonds shall be dated as of their initial date of
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delivery, shall be fully registered as to both principal and interest, shall be in the denomination of
$5,000 each or any integral multiple thereof, provided that no Bond shall represent more than
one maturity, and shall be numbered separately in such manner and with any additional
designation as the Bond Registrar deems necessary for purposes of identification, and shall bear
interest from their date or from the most recent interest payment date to which interest has been
paid or duly provided for, whichever is later, payable on June 1, 2011, and semiannually
thereafter on each succeeding June 1 and December 1, to the maturity or earlier redemption of
the Bonds, at the following rates, and shall mature on December 1 of the following years in the
following principal amounts.
Maturity Year
(December 1)
Principal Amount
Interest Rate
2011
$ 345,000
3.00%
2012
350,000
2.00
2013
355,000
2.00
2014
365,000
2.00
2015
370,000
3.00
2016
380,000
3.00
2017
395,000
4.00
2018
410,000
4.00
2019
425,000
4.00
2020
440,000
4.00
2025
2,540,000
5.00
2030
3,230,000
4.90
Section 4. Registration Exchange and Payments.
(a) Bond Registrar/Bond Register. The Board hereby requests that the Treasurer
specify and adopt the system of registration and transfer for the Bonds approved by the
Washington State Finance Committee from time to time through the appointment of state fiscal
agencies. The County shall cause a bond register to be maintained by the Bond Registrar. So
long as any Bonds remain outstanding, the Bond Registrar shall make all necessary provisions to
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permit the exchange or registration of transfer of Bonds at its principal corporate trust office.
The Bond Registrar may be removed at any time at the option of the Treasurer upon prior notice
to the Bond Registrar, DTC, each entity entitled to receive notices pursuant to Section 15, any,
and a successor Bond Registrar appointed by the Treasurer. No resignation or removal of the
Bond Registrar shall be effective until a successor shall have been appointed and until the
successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The
Bond Registrar is authorized, on behalf of the County, to authenticate and deliver Bonds
transferred or exchanged in accordance with the provisions of such Bonds and this resolution and
to carry out all of the Bond Registrar's powers and duties under this resolution. The Bond
Registrar shall be responsible for its representations contained in the Certificate of
Authentication on the Bonds.
(b) Registered Ownership. The County and the Bond Registrar, each in its discretion,
may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all
purposes (except as provided in Section 15 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 hereof, but such Bond may be transferred as herein
provided. All such payments made as described in Section 3 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/Letter of Representations. To induce DTC to accept the Bonds
as eligible for deposit at DTC, the County has executed and delivered to DTC a Letter of
Representations.
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Neither the County nor the Bond Registrar will have any responsibility or obligation to
DTC participants or the persons for whom they act as nominees (or any successor depository)
with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any
successor depository) or any DTC participant, the payment by DTC (or any successor
depository) or any DTC participant of any amount in respect of the principal of or interest on
Bonds, any notice which is permitted or required to be given to Registered Owners under this
resolution (except such notices as shall be required to be given by the County to the Bond
Registrar or to DTC (or any successor depository), or any consent given or other action taken by
DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held
in fully -immobilized form hereunder, DTC or its successor depository shall be deemed to be the
Registered Owner for all purposes hereunder (except as provided in Section 15 of this
resolution), 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 such Bond is paid.
(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
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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 County Representative 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 Board to discontinue
the system of book entry transfers through DTC or its successor (or any substitute depository or
its successor), the County Representative may hereafter appoint a substitute depository. Any
such substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Bond Registrar shall, upon receipt of all outstanding Bonds, together with a written
request on behalf of the County Representative, issue a single new Bond for each maturity then
outstanding, registered in the name of such successor or such substitute depository, or their
nominees, as the case may be, all as specified in such written request of the County
Representative.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or (B) the County Representative 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 County Representative shall deliver a
written request to the Bond Registrar, together with a supply of definitive Bonds, to issue Bonds
_10- P:=87_C�289_927 11=010
as herein provided in any authorized denomination. Upon receipt by the Bond Registrar of all
then outstanding Bonds together with a written request on behalf of the County Representative 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 be exchanged, but no transfer of any
such Bond shall be valid unless such Bond is surrendered to the Bond Registrar with the
assignment form appearing on such Bond duly executed by the Registered Owner or such
Registered Owner's duly authorized agent in a manner satisfactory to the Bond Registrar. Upon
such surrender, the Bond Registrar shall cancel the surrendered Bond and shall authenticate and
deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at
the option of the new Registered Owner) of the same date, maturity and interest rate and for the
same aggregate principal amount in any authorized denomination, naming as Registered Owner
the person or persons listed as the assignee on the assignment form appearing on the surrendered
Bond, in exchange for such surrendered and cancelled Bond. Any Bond may be surrendered to
the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of
Bonds of the same date, maturity and interest rate, in any authorized denomination. The Bond
Registrar shall not be obligated to register the transfer or to exchange any Bond during the 15
days preceding the date any such Bond is to be redeemed.
(f) Bond Registrar's Ownership of Bonds. The Bond Registrar may become the
Registered Owner of any Bond with the same rights it would have if it were not the Bond
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
-11- P:120287_CMN^202B7_927 IM10
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the right of the Registered Owners of Bonds.
(g) Registration Covenant. The County covenants that, until all Bonds have been
surrendered and cancelled, it will maintain a system for recording the ownership of each Bond
that complies with the provisions of Section 149 of the Code.
Section 5. Redemption Prior to Maturity and Purchase of Bonds.
(a) Optional Redemption. The Bonds maturing on and prior to December 1, 2020
shall not be subject to optional redemption prior to their scheduled maturity. The Bonds
maturing on and after December 1, 2021 are subject to redemption at the option of the County in
whole or in part on any date on and after December 1, 2020 at a price of par plus accrued interest
to the date of redemption.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing on December 1, 2025
are subject to mandatory sinking fund redemption at a price of par plus accrued interest to the
date of redemption on December 1 of the following years in the following principal amounts:
Redemption
Redemption Years Amounts
2021 $ 460,000
2022 485,000
2023 505,000
2024 530,000
2025* 560,000
* Maturity.
The Bonds maturing on December 1, 2030 are subject to mandatory sinking fund
redemption at a price of par plus accrued interest to the date of redemption on December I of the
following years in the following principal amounts:
-12- PX20287_CMVA20287_927 77f12MO
* Final Maturity.
To the extent the County shall have optionally redeemed or purchased any Bonds since
the last scheduled mandatory redemption of such Bonds, the County may reduce the principal
amount of the Bonds of the same maturity to be redeemed in like aggregate principal amount.
Such reduction may be applied in the year specified by the County.
(c) Purchase of Bonds. The County reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Treasurer.
(d) Selection of Bonds for Redemption. For as long as the Bonds are held in
book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be
made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no
longer held in uncertificated form, the selection of such Bonds to be redeemed shall be made as
provided in this subsection (d). If the County redeems at any one time fewer than all of the
Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity
to be redeemed shall be selected by lot (or in such manner determined by the Bond Registrar) in
increments of $5,000. In the case of a Bond of a denomination greater than $5,000, the County
and the Bond Registrar shall treat each Bond as representing such number of separate Bonds
each of the denomination of $5,000 as is obtained by dividing the actual principal amount of
such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of the such Bond at the principal office of the Bond Registrar there
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Redemption
Redemption Years
Amounts
2026
$ 585,000
2027
615,000
2028
645,000
2029
675,000
2030*
710,000
* Final Maturity.
To the extent the County shall have optionally redeemed or purchased any Bonds since
the last scheduled mandatory redemption of such Bonds, the County may reduce the principal
amount of the Bonds of the same maturity to be redeemed in like aggregate principal amount.
Such reduction may be applied in the year specified by the County.
(c) Purchase of Bonds. The County reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Treasurer.
(d) Selection of Bonds for Redemption. For as long as the Bonds are held in
book -entry only form, the selection of particular Bonds within a maturity to be redeemed shall be
made in accordance with the operational arrangements then in effect at DTC. If the Bonds are no
longer held in uncertificated form, the selection of such Bonds to be redeemed shall be made as
provided in this subsection (d). If the County redeems at any one time fewer than all of the
Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity
to be redeemed shall be selected by lot (or in such manner determined by the Bond Registrar) in
increments of $5,000. In the case of a Bond of a denomination greater than $5,000, the County
and the Bond Registrar shall treat each Bond as representing such number of separate Bonds
each of the denomination of $5,000 as is obtained by dividing the actual principal amount of
such Bond by $5,000. In the event that only a portion of the principal sum of a Bond is
redeemed, upon surrender of the such Bond at the principal office of the Bond Registrar there
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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 rate 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 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 long 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 to the Registered Owner of the Bond or Bonds to be redeemed at the
address shown on the Register or at such other address as is furnished in writing by such
Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(A) the redemption date,
(B) the redemption price,
(C) if fewer than all outstanding Bonds are to be redeemed, the
identification by maturity (and, in the case of partial redemption, the respective principal
amounts) of the Bonds to be redeemed,
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(D) that on the redemption date the redemption price will become due
and payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue 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 principal office of the Bond Registrar.
On or prior to any redemption date, the County shall deposit with the Bond Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds
which are to be redeemed on that date.
(2) Effect of Notice: Bonds Due. Official notice of redemption having been
given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption
date, become due and payable at the redemption price therein specified, and from and after such
date (unless the County shall default in the payment of the redemption price) such Bonds or
portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in
accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption
price. Installments of interest due on or prior to the redemption date shall be payable as herein
provided for payment of interest: Upon surrender for any partial redemption of any Bond, there
shall be prepared for the Registered Owner a new Bond or Bonds of the same maturity in the
amount of the unpaid principal. All Bonds which have been redeemed shall be canceled and
destroyed by the Bond Registrar and shall not be reissued.
(3) Additional Notice. In addition to the foregoing notice, further notice shall
be given by the County as set out below, but no defect in said further notice nor any failure to
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
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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
25 days before the redemption date to each person entitled to receive notice pursuant to
Section 15 of this resolution, and to the Underwriter or to its business successor, if any, 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) Amendment of Notice Provisions. The foregoing notice provisions of this
Section 5, including but not limited to the information to be included in redemption notices and
the persons designated to receive notices, may be amended by additions, deletions and changes
in order to maintain compliance with duly promulgated regulations and recommendations
regarding notices of redemption of municipal securities.
Section 6. Form of Bonds. The Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
STATE OF WASHINGTON
GRANT COUNTY, WASHINGTON
SALES TA)ULIMITED TAX GENERAL OBLIGATION BOND, 2010
(MULTI AGENCY COMMUNICATIONS CENTER)
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
Registered Owner: CEDE & CO.
Principal Amount:
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Grant County, Washington (the "County"), hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner identified above, or registered assigns,
on the Maturity Date identified above, the Principal Amount indicated above and to pay interest
thereon from December 7, 2010, or the most recent date to which interest has been paid or duly
provided for until payment of this bond at the Interest Rate set forth above, payable on
June 1, 2011, and semiannually thereafter on the first days of each succeeding June and
December. Both principal of and interest on this bond are payable in lawful money of the United
States of America. For so long as the bonds of this issue are held in fully immobilized form,
payments of principal and interest thereon shall be made as provided in accordance with the
operational arrangements of The Depository Trust Company ("DTC") referred to in the Blanket
Issuer Letter of Representations (the "Letter of Representations") from the County to DTC.
Initially, the County's Treasurer has specified and adopted the registration system for the bonds
of this issue specified by the Washington State Finance Committee, and the fiscal agency of the
State will act as registrar, paying agent and authenticating agent (the "Bond Registrar").
The bonds of this issue are issued under and in accordance with the provisions of the
Constitution and applicable statutes of the State of Washington and Resolution No. 10 -087 -CC
duly adopted by the Board on November 23, 2010 (the "Bond Resolution"). Capitalized terms
used in this bond have the meanings given such terms in the Bond Resolution.
This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and
date of maturity, except as to number and amount in the aggregate principal amount of
$9,605,000 and is issued pursuant to the Bond Resolution for providing funds to pay part of the
cost of the MACC Projects and pay costs of issuance.
The bonds of this issue are subject to optional and mandatory redemption as stated in the
Bond Resolution.
The County has pledged proceeds of the sales and use taxes collected by the County
pursuant to RCW 82.14.420 to the repayment of the bonds of this issue. In the event the sales
and use tax funds and other MACC funds are insufficient, the County will then draw upon the
Reserve Fund to meet such deficiency, and as further security for the repayment of the bonds of
this issue, the County hereby irrevocably covenants and agrees with the owner of this bond that,
to the extent such sales and use tax receipts are insufficient, it will include in its annual budget
and levy taxes annually, within and as a part of the tax levy permitted to counties without a vote
of the electorate, upon all the property subject to taxation in amounts sufficient, together with
other revenues and money legally available therefor, to pay the principal of and interest on this
bond as the same shall become due. The full faith, credit and resources of the County are hereby
irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of
such principal and interest.
The County has designated the bonds of this issue as "qualified tax-exempt obligations"
for investment by financial institutions under Section 265(b) of the Code.
The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to maturity of the bonds by making provision for the payment thereof on the
terms and conditions set forth in the Bond Resolution.
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This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Bond Registrar.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this bond have happened, been done and performed and that
the issuance of this bond and the bonds of this issue does not violate any constitutional, statutory
or other limitation upon the amount of bonded indebtedness that the County may incur.
IN WITNESS WHEREOF, Grant County has caused this bond to be executed by the
manual or facsimile signatures of the Chair and Clerk of the Board of County Commissioners,
and the seal of the County to be impressed, imprinted or otherwise reproduced hereon, as of this
7th day of December, 2010.
(SEAL)
GRANT COUNTY, WASHINGTON
/s/ facsimile or manual signature
Chair of the Board of
County Commissioners
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
This bond is one of the bonds described in the within -mentioned Bond Resolution and is
one of the Sales Tax/Limited Tax General Obligation Bonds, 2010 (Multi Agency
Communications Center) of Grant County, Washington, dated December 7, 2010.
WASHINGTON STATE FISCAL
AGENCY, as Bond Registrar
a
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Section 7. Execution of Bonds. The Bonds shall be executed on behalf of the County
with the manual or facsimile signatures of the Chair of the Board and the Clerk of the Board, and
the corporate seal of the County shall be impressed, imprinted or otherwise reproduced thereon.
In case either or both of the officers who shall have executed the Bonds shall cease to be
an officer or officers of the County before the Bonds so signed shall have been authenticated or
delivered by the Bond Registrar, or issued by the County, such Bonds may nevertheless be
authenticated, delivered and issued, and upon such authentication, delivery and issuance, shall be
as binding upon the County as though those who signed the same had continued to be such
officers of the County. Any Bond also may be signed and attested on behalf of the County by
such persons as at the actual date of execution of such Bond shall be the proper officers of the
County although at the original date of such Bond any such person shall not have been such
officer of the County.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this resolution. Such Certificate of Authentication shall
be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated
and delivered hereunder and are entitled to the benefits of this resolution.
Section 8. Lost or Destroyed Bonds. If any Bonds are lost, stolen or destroyed, the
Bond Registrar may authenticate and deliver a new Bond or Bonds of like amount, maturity and
tenor to the Registered Owner upon the owner paying the expenses and charges of the Bond
Registrar and the County in connection with preparation and authentication of the replacement
Bond or Bonds and upon his or her filing with the Bond Registrar and the County evidence
satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or
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her ownership, and upon furnishing the County and the Bond Registrar with indemnity
satisfactory to both.
Section 9. Bond Fund, Reserve Fund.
(a) Bond Fund. A fund of the County to be known as the "Grant County MACC
Sales Tax Bond Fund, 2010" is hereby authorized and directed to be created in the office of the
County Treasurer. The taxes hereafter levied for the purpose of paying principal of and interest
on the Bonds and other funds to be used to pay the Bonds shall be deposited in the Bond Fund no
later than the date such funds are required for the payment of principal of and interest on the
Bonds. The Bond Fund shall be drawn upon for the sole purpose of paying the principal of and
interest on the Bonds. Money in the Bond Fund not needed to pay the interest or principal next
coming due may temporarily be deposited in such institutions or invested in such obligations as
may be lawful for the investment of County money.
(b) Reserve Fund. A fund of the County to be known as the "MACC Bond
Debt Service Reserve Fund" is hereby authorized and directed to be created in the office of the
County Treasurer. The Reserve Fund shall be maintained for the purpose of securing the
payment of the principal of and interest on Bonds. The County covenants and agrees that from
and after the closing and delivery of the Bonds, it will at all times maintain an amount in the
Reserve Fund at least equal to the Reserve Requirement except for withdrawals therefrom
authorized hereinafter, at all times for so long as any Bonds remain outstanding.
If the balances on hand in the Reserve Fund are sufficient to satisfy the Reserve
Requirement, interest earnings shall be applied as provided in the following sentences.
Whenever there is a sufficient amount in the Bond Fund, including the Reserve Fund and the
Bond Fund to pay the principal of and interest on all outstanding Bonds, the money in the
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Reserve Fund may be used to pay such principal and interest. As long as the money left
remaining on deposit in the Reserve Fund is equal to the Reserve Requirement, money in the
Reserve Fund may be transferred to the Bond Fund and used to pay the principal of and interest
on the Bonds as the same becomes due and payable. The County also may transfer out of the
Reserve Fund any money required in order to prevent any Parity Bonds from becoming
"arbitrage bonds" under the Code.
If a deficiency in the Bond Fund shall occur as a result of insufficient collections of the
911 Sales Taxes, and other MACC Funds have not been deposited into the Bond Fund, such
deficiency shall first be made up from the Reserve Fund by the withdrawal of cash therefrom for
that purpose and by the sale or redemption of obligations held in the Reserve Fund, in such
amounts as will provide cash in the Reserve Fund sufficient to make up any such deficiency with
respect to Bonds. Any deficiency created in the Reserve Fund by reason of any such withdrawal
and transfer to the Bond Fund shall then be made up within one year of the date of withdrawal
from 911 Sales Tax receipts, other MACC Funds or other legally available funds.
(c) Application and Investment of Moneys in the Bond Fund and Reserve Fund.
Money in the Bond Fund and Reserve Fund may be invested as permitted by law.
Investments in the Bond Fund shall mature prior to the date on which such money shall
be needed for required interest or principal payments. Investments in the Reserve Fund shall
mature not later than the last maturity of any then outstanding Bonds. All interest earned and
income derived by virtue of such investments shall remain in the Bond Fund or the Reserve
Fund, as specified by the Treasurer, and be used to meet the required deposits therein.
Section 10. Pledge of Taxation and Credit. The County hereby pledges and covenants
that all taxes imposed and collected pursuant to RCW 82.14.420 ("911 Sales Tax") shall be
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applied as a priority for the payment of debt service on the Bonds. In addition, other MACC
Funds, if not then required for operational purposes, shall be deposited into the Bond Fund, if
required. As an additional priority, the Reserve Fund shall be drawn upon to pay debt service on
the Bonds. As additional security for the repayment of the Bonds and to the extent 911 Sales
Tax collections, other MACC Funds and money on hand in the Reserve Fund is insufficient for
the payment of debt service on the Bonds, the County hereby irrevocably covenants and agrees
for as long as any of the Bonds are outstanding and unpaid that each year it will include in its
budget and levy an ad valorem tax upon all the property within the County subject to taxation in
an amount that will be sufficient, together with all other revenues and money of the County
legally available for such purposes, to pay the principal of and interest on the Bonds as the same
shall become due. All of such taxes so collected and any other money to be used for such
purposes shall be paid into the Bond Fund.
The County hereby irrevocably pledges that the annual tax provided for herein to be
levied for the payment of such principal and interest shall be within and as a part of the tax levy
permitted to counties without a vote of the people, and that a sufficient portion of each annual
levy to be levied and collected by the County prior to the full payment of the principal of and
interest on the Bonds will be and is hereby irrevocably set aside, pledged and appropriated for
the payment of the principal of and interest on the Bonds.
The full faith, credit and resources of the County are hereby irrevocably pledged for the
annual levy and collection of said taxes and for the prompt payment of the principal of and
interest on the Bonds as the same shall become due.
Section 11. Defeasance. In the event that money and/or Government Obligations,
maturing at such time or times and bearing interest to be earned thereon in amounts (together
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with such money, if necessary) sufficient to redeem and retire part or all of the Bonds in
accordance with their terms, are set aside in a special account of the County to effect such
redemption and retirement, and such money and the principal of and interest on such
Government Obligations are irrevocably set aside and pledged for such purpose, then no further
payments need be made into the Bond Fund for the payment of the principal of and interest on
the Bonds so provided for, and the registered owners of such Bonds shall cease to be entitled to
any lien, benefit or security of this resolution except the right to receive the money so set aside
and pledged, and such Bonds shall be deemed not to be outstanding hereunder.
Within 30 days of any defeasance of Bonds, the Bond Registrar shall provide notice of
defeasance of Bonds to Registered Owners and to each entity entitled to receive notice pursuant
to Section 15 of this resolution.
Section 12. Project Fund; Application of Bond Proceeds. There is hereby authorized
to be created a separate fund of the County to be known as the "2010 MACC Project Fund" (the
"Project Fund"), which fund is to be drawn upon for the purpose of paying the costs of the
MACC Projects as directed by the Board from time to time and paying costs of issuance of the
Bonds. At the time of delivery of the Bonds, the proceeds of the Bonds shall be deposited as
provided into the Reserve Fund and the Project Fund, as set forth in the closing memorandum for
the Bonds, approved by the County Representative. Deposits in the Project Fund shall be used to
pay the costs of the MACC Projects as described in Section 2 and all costs incidental thereto and
to the issuance of the Bonds. Money in the Project Fund shall be invested as provided by the
Treasurer or his designee in legal investments for County funds.
_23_ P520287_CMVIA20287 927 11=010
Section 13. Tax Covenants; Special Designation.
(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 may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code that will
cause the Bonds to be "arbitrage bonds" within the meaning of said Section. The County will
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 any action or permit any action to be
taken that would cause the Bonds to constitute "private activity bonds" under Section 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
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(4) More than five percent of the principal or interest payments on the Bonds
in a bond year are (under the terms of this resolution or any underlying arrangement) directly or
indirectly: (A) secured by any interest in property used or to be used for any Private Person Use
or secured by payments in respect of property used or to be used for any Private Person Use, or
(B) derived from payments (whether or not made to the County) in respect of property, or
borrowed money, used or to be used for any Private Person Use, then, (1) any Private Person Use
of the Project described in subsection (3) hereof or Private Person Use payments described in
subsection (4) hereof that is in excess of the five percent limitations described in such
subsections (3) or (4) will be for a Private Person Use that is related to the state or local
governmental use of the projects financed and refinanced with Bond proceeds, and (2) 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 projects 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 projects 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.
(c) Designation under Section 265(6) of the Code. The County hereby designates the
Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for banks,
thrift institutions and other financial institutions. The County does not anticipate issuing more
than $30,000,000 in qualified tax-exempt obligations during 2010 (excluding obligations
permitted by the Code to be excluded for purposes of the County's qualification as a qualified
small issuer).
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Section 14. Sale of Bonds. The Bonds shall be sold by negotiated sale to the
Underwriter, under the terms and conditions thereof as provided in its purchase offer and in this
resolution. The County Representative or his designee is hereby authorized and directed to
execute said purchase offer on behalf of the County.
The County Representative or his designee are hereby authorized to review and approve
on behalf of the County the preliminary and final Official Statements relative to the Bonds with
such additions and changes as may be deemed necessary or advisable to them. The preliminary
Official Statement for the Bonds, dated November 10, 2010, is hereby deemed final for the
purposes of Securities and Exchange Commission Rule 15c2-12.
The County Representative and other County officials, agents and representative are
hereby authorized and directed to do everything necessary for the prompt issuance, execution
and delivery of the Bonds to the Underwriter and for the proper application and use of the
proceeds of sale of the Bonds.
Section 15. 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 2011 for the
fiscal year ended December 31, 2010):
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
Budgeting Accounting and Reporting System prescribed by the Washington State Auditor
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0
pursuant to RCW 43.09.200 (or any successor statute) and generally of the type included in the
official statement for the Bonds under the heading "Comparative General Fund Statement of
Revenues, Expenditures and Changes in Fund Balance";
2. 911 Sales Tax Receipts collections;
3. The assessed valuation of taxable property in the County;
4. Ad valorem taxes due and percentage of taxes collected;
5. Property tax levy rate per $1,000 of assessed valuation; and
6. Outstanding general obligation debt of the County.
Items 2-6 shall be required only to the extent that such 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
County may cross-refer to other documents available to the public on the MSRB's intemet
website.
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
Budgeting 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.
(c) Material Events. The County agrees to provide or cause to be provided, in a
timely manner, to the MSRB notice of the occurrence of any of the following events with respect
to the Bonds not in excess of ten business days after the occurrence of the event:
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• Principal and interest payment delinquencies;
• Non-payment related defaults, if material;
• Unscheduled draws on debt service reserves reflecting financial difficulties;
• Unscheduled draws on credit enhancements reflecting financial difficulties;
• Substitution of credit or liquidity providers, or their failure to perform;
• Adverse tax opinions, the issuance by the Internal Revenue Service of proposed
or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other
material notices or determinations with respect to the tax status of the security, or other material
or events affecting the tax-exempt status of the Bonds;
• Modifications to the rights of Bond owners if material;
• Optional, contingent or unscheduled Bond calls other than scheduled sinking fund
redemptions for which notice is given pursuant to Exchange Act Release 34-23856, if material,
and tender offers;
material;
• Defeasances;
• Release, substitution or sale of property securing the repayment of the Bonds if
• Rating changes;
• Bankruptcy, insolvency, receivership or similar event of the County;
• The consummation of a merger, consolidation, or acquisition of the County or the
sale of all or substantially all of the assets of the County, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an action or the termination of a
definitive agreement to undertake such an actions, other than pursuant to its terms, if material;
memo
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• Appointment of a successor or additional trustee or the change of name of the
trustee, if material.
Solely for purposes of information, but without intending to modify this undertaking,
with respect to the notice regarding property securing the repayment of the Bonds, the County
will state in its Preliminary and Final Official Statements that there is no property securing the
repayment of the Bonds. The County shall promptly determine whether the events described
above are material.
(d) Notification Upon Failure to Provide Financial Data. The County agrees to
provide or cause to be provided, in a timely manner to the MSRB notice of its failure to provide
the annual financial information described in Subsection (b) above on or prior to the date set
forth in Subsection (b) above.
(e) EMMA; Format for Filings with the MSRB. Until otherwise designated by the
MSRB or the Commission, any information or notices submitted to the MSRB in compliance
with the Rule are to be submitted through the MSRB's Electronic Municipal Market Access
system ("EMMA"), currently located at www.emma.msrb.org. All notices, financial information
and operating data required by this undertaking to be provided to the MSRB must be in an
electronic 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/Modifcation. The County's obligations to provide annual financial
information and notices of material 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
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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 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 of the reason for the amendment and its impact on the type (or in the case of a
change of accounting principles, on the presentation) of financial information or operating data
being presented by the County. In addition, if the amendment relates to the accounting
principles to be followed in preparing financial statements, (i) notice of such change shall be
given in the same manner as for a material event under subsection (c), and (ii) the annual report
for the year in which the change is made shall present a comparison (in narrative form and also,
if feasible, in quantitative form) between the financial statements as prepared on the basis of the
new accounting principles and those prepared on the basis of the former accounting principles.
(g) Bond Owner's Remedies Under This Section. The right of any bondowner or
beneficial owner of Bonds to enforce the provisions of this section shall be limited to a right to
obtain specific enforcement of the County's obligations under this section, and any failure by the
County to comply with the provisions of this undertaking shall not be an event of default with
respect to the Bonds. For purposes of this section, "beneficial owner" means any person who has
the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of,
any Bonds, including persons holding Bonds through nominees or depositories.
(h) No Default. The County is not and has not been in default in the performance of
its obligations of any prior undertaking for ongoing disclosure with respect to its obligations.
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Section 16. Severabilitv. If any one or more of the covenants and agreements
provided in this resolution to be performed on the part of the County shall be declared by any
court of competent jurisdiction to be contrary to law, then such covenant or covenants,
agreement or agreements, shall be null and void and shall be deemed separable from the
remaining covenants and agreements of this resolution and shall in no way affect the validity of
the other provisions of this resolution or of the Bonds.
ADOPTED by the Board of County Commissioners of Grant County, Washington, at a
regular meeting thereof held this 23rd day of November, 2010.
BOARD OF COUNTY
COMMISSIONERS:
Cir4y C. Carter, Chair
Carolann Swartz, Vice -Coir
Richard B. Stevens, Member
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CERTIFICATE
I, the undersigned, Clerk of the Board of County Commissioners of Grant County,
Washington (herein called the "Board") and keeper of the records of the County, DO HEREBY
CERTIFY:
1. That the attached resolution is a true and correct copy of Resolution
No. 10 -087 -CC of the County (herein called the "Resolution"), as finally passed at a regular
meeting of the Board held on the 23rd day of November, 2010, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that
quorum of the Board was present throughout the meeting and a legally sufficient number of
members of the Board voted in the proper manner for the adoption of said Resolution; that all
other requirements and proceedings incident to the proper adoption of said Resolution have been
duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this day of pa/ ,
011101
P =87_CMYA20287_927 11/1?1M10