HomeMy WebLinkAboutResolution 15-014-CC . GRANT COUNTY, WASHINGTON
LIMITED TAX G�NERAL OBLIGATION I2�FUNDING BONDS, 2015
RESOLUTION NO. 15-014-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF LIMITED TAX GENERAL OBLIGATION REFUNDING
BONDS OF THE COUNTY 1N THE AGGREGATE PRINCIPAL AMOUNT
OF NOT TO �XCEED $8,700,000 FOR THE PURPOS� OF It�FUNDING
OF CERTAIN OUTSTANDING BONDS; PROVTDING FOR THE ANNCTAL
LEVY OF TAXES TO PAY THE PRiNCIPAL OF AND INTEREST ON THE
BONDS; AND DELEGATING CERTAIN AUTHOF<ITY TO THE COUNTY
TREASURER 1N CONNECTION WITH THE SALE.
ADOPTED ON FEBRUARY 3, 2015
PREPAR�D BY:
K&L GaTES LLP
SEATTLE,WASITINGTON
i
�
�
, GRANT COUNTY
RESOLUTION NO. 15-014-CC
TABL� OF CONTEN'rS*
Pa�e
Section1. Definitions.............................................................................................................2
' Section 2. Authorization and Description of Bonds ..............................................................6
Section 3. Registration, Exchange and Payments..................................................................7
Section 4. Redemption Prior to Maturity and Purchase of Bonds ....................................... 12
Section5. Form of Bonds .................................................................................................... 15
Section6. ��ecution of Bonds............................................................................................. 17
� Section 7. Lost or Destroyed Bonds..................................................................................... 18
� Section 8. Bond Fund........................................................................................................... 18
�
Section 9. Pledge of Taxation and Credit............................................................................ 19
Section 10. Defeasance.......................................................................................................... 19
Section 11. Application of Bond Proceeds and Redemption of the Refunded Bonds...........20
Section 12. Tax Covenants; Special Designation..................................................................23
Section13. Sale of Bonds......................................................................................................25
Section 14. Undertaking tio Provide Ongoing Disclosure......................................................27
Section15. Severability.........................................................................................................32
* Neitl�er this table of contents nor the preceding cover page are a pai�t of this resolution, and are
included solely for convenience of the reader.
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RESOLUTION NO. 15-014-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE
AND SALE OF LIMITED TAX GENERAL OBLIGATION REFUNDING
SONDS OF TH� COUNTY 1N THE AGGR�GATE PRINCIPAL AMOUNT
OF NOT TO EXCEED $8,700,000 FOR THE PURPOSE Or REFUNDING
OF CERTAIN OUTSTANDING BONDS; PROVIDING rOR THE ANNUAL
L�VY OF TAXES TO PAY THE PRINCIPAL OF AND INTEREST ON THE
BONDS; AND DELEGATING CERTAIN AUTHORTTY TO THE COUNTY
TR�ASURER IN CONNECTION WITH THE SALE.
WHER�AS, Grant County, Washington (the "County") issued its Limited Tax General
Obligation Bonds, 2007 pursuant to Resolution No. 07-120-CC under date of September 12,
2007 (the "2007 Bond Resolution"), in the original aggregate principal amount of $9,945,000
(the "2007 Bonds") which remain outstanding as follows:
' Maturity Years
(December 1) Principal Amounts Interest Rates
2015 $ 535,000 4.00%
2016 555,000 4,25
2017 580,000 4.25
2018 605,000 4.00
2019 630,000 4.00
2020 655,000 4.00
2021 680,000 4.00
2022 710,000 4.00
2023 735,000 4.00
2024 765,000 4.00
2025 795,000 4.00
2026 830,000 4.00
2027 860,000 4.00
; and
WH�REAS, the 2007 Bond Resolution authorizes the defeasance and redeznption of the
2007 Bonds maturing on and after Deceznber 1, 2017, in whole or in part on any date on or after
June 1, 2017, at a price of par plus accrued interest to the date of redemption; and
WH�REAS, the County is authorized by RCW chs. 36.67 and 39.46 to issue general
obligation bonds payable from, inter alia, regular tax levies of the County; and
WHEREAS, after due consideration it appears to the Board of County Commissioners
(the "Boaxd") of the County that the 2007 Bonds may be defeased and refunded by the proceeds
of the bonds herein authorized in total principal amount of not to exceed $8,700,000 authorized
herein (the `Bonds"); and
WHEREAS, the Board has determined to delegate to the County Representative (as
defined below) certain matters relating to the manner and timing of sale of the Bonds;
NOW, THEREFOR�, B� IT RESOLVED BY TH� BOARD OF COUNTY
COMMISSIONERS OF GRANT COLTNTY, WASHINGTON, as follows:
Section 1. Definitions The following words and terms as used in this resolution shall
have the following meanings for a11 puiposes of this resolution, unless a different meaning
clearly appears from the context:
Acquzred Obligations means the Govenunent Obligations acquired by the County under
the terms of this resolution and the Escrow Agreement to effect the defeasance and refunding of
the Refunded Bonds.
I3eneficiaX Ow�zer 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 internlediaries).
Board means the Board of County Commissioners, the general legislative body of the
County, as constituted from time to time.
Bond F��z�l means the "Grant County Limited Tax General Obligation Refunding Bond
F�.ind, 2015" as described in Section 8 hareof.
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Bond Purcl�ase Contract means the purchase contract relating to the Bonds between the
County and the Underwriter.
Boncl Regzster means the registration books inaintained 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
ownei•ship of the Bonds and paying interest on and principal of the Bonds.
Borzds means the Liinited Tax Ge�leral Obligation Refunding Bonds, 2015 of tlie County
issued pursuant to this resolution with a principal amount of not to exceed $8,700,000.
Cnll Date means June 1, 2017.
Code means the federal Inter�ial Revenue Code of 1986, as amended. Any reference to a
provision of the Code shall include the applicable regulations of the Departinent of the Treasury
promulgated with respect to such provision.
Costs of Issucr�zce Agreement means the agreement of that name, to be entered into by
the County and the Refunding Trustee.
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 Represerztative means the Treasurer of the County.
DTC means The Depository Trust Company of New York, a l�mited purpose trust
co�npany organized under the laws of the State of New Yorlc, a depository for the Bonds pursuant
to Section 3 hereof.
Escrow Agreement means the Escrow Deposit Agreement to be dated as of the date of
closing and deliveiy of the Bonds.
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.
Goverrzr�aerrt Obligations has the ineaning given such tenn in Chapter 39.53 RCW, as the
same may be ainended or restated from time to time.
Letter� of Rep�•esentations means the blanlcet issuer letter of representations lrom the
County to DTC.
MSRB means the Municipal Securities Rulemalcing Board or any successor to its
functions.
Privc�te Person means any natural person engaged in a trade or business or any trust,
estate, partnership, association, company or corporation.
Private Persorz Use means the use of property in a trade or business by a Private Person if
such use is other than as a inember of the general public. Private Person Use includes ownership
of the property by the Private Person as well as other arrangeinents that transfer to the Private
Person the actual or beneficial use of the property (such as a lease, management or incentive
pa�ment 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 rant 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 minimzs fee to cover custodial expenses.
dZefu�z�ing Bond Ca�zdidates means all or a portion of the 2007 Bonds.
Refun�ling Trustee means U.S. Bai�lc National Association, Seattle, Washington.
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Refundecl Boncls means those Refunding Bond Candidates designated by the County
, Representative or his/her designee pursuant to authority delegated by Section 13 of this
' resolution.
Registered Owner means the person named as the registered owner of the Bonds in the
Bond Register.
IZule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same inay be amended from tiine to tiine.
Savings Target means a dollar amount at least equal to tluee percent (3.00%) of the
principal amount of the Refunded Bonds.
SEC'means the United States Securities and Exchange Cominission.
Ternz Bonds means any Bonds designated by the Underwritex therefor as Term Bonds in
the Bond Purchase Contract.
Treasurer means the treasurer of the County pursuant to RCW Ch. 36.29, as amended
from time to time.
2007 Bonds means the Limited Tax General Obligation Bonds, 2007, of the County
issued under date of September 26, 2007, and presently outstanding in the aggregate principal
amount of$8,935,000.
2007 Bond Resolution ineans Resolution No. 07-120-CC adopted on SeptemUer 12,
2007.
Uraderwrzter nleans D.A. Davidson& Co., Seattle, Washington.
Rules of Inte�rpretation:
In this resolution, unless the context otherwise requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
ternls, as used in this resolution, refer to this resolution as a whole and not to any particular
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article, section, subdivision or clause hereof, and the tenn "l�ereafter" shall mean after, and the
tenn"heretofore" shall inean 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 nuinber shall mean and include
the plural number and vice versa;
(c) Words importing persons slaall include firms, associations, partnerships (including
limited partnerships), trusts, corporations and other legal entities, i�lcluding public 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 be solely
for convenience of reference and shall not coi�stitute a part of tlus 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 and Description of Bonds. For the purpose of refunding the
Refunded Bonds and paying the costs of issuance of the Bonds, the County shall issue its limited
tax general obligation refunding bonds in the aggregate principal amount of not to exceed
$8,700,000 (the "Bonds"). The Bonds shall be designated the "Grant County, Washington
Liinited Tax General Obligation Refunding Bonds, 2015," shall be dated as of the date of
delivery of the Bonds, shall be fully registered as to both principal and interest, shall be in the
denomination of $5,000 each or any integral multiple thereof, provided that no Bond shall
represent more than one maturity, shall be numbered separately in such manner and with any
additional designation as the Bond Registrar deems necessaiy for purposes of identification and
control, shall bear interest at the per annum rates, payable on the dates arid maturing in principal
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amounts set forth in the Bond Purchase Contract, pursuant to Section 13. The Bonds of any of
the maturities may be combined and issued as term bonds ("Term Bonds"), subject to mandatory
redeinption as provided in the Bond Purchase Contract.
Section 3. Re�istration, Exchan�e and Pa ments.
(a) Bond Registra�/Bond Register. The Board hereby requests that the Treasurer
specify and adopt the systein of registration approved by the Washington State Finance
Coinmittee from time to tirne 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 permit the exchange or
registration or transfer of Bonds at its principal corporate trust offce. The Bond Registrar may
be removed at any time at the option of the Treasui•er upon prior notice to the Bond Registi•ar 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 Certii"icate of Authentication of the Bonds.
(b) Registe�°ed OwneNShr'p. 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
puiposes (except as provided in Section 14 of this resolution), and neither the County nor the
Bond Registrar shall be affected by any notice to the contrary. Payinei�t of any sucl� 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
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' and discl�arge the liability of the County upon such Bond to the extent of the amount or amounts
so paid.
(c) DTC Acceptance/LetteNS of Repr°esentations. The Bonds initially shall be held in
fully immobilized form by DTC acting as depository. To induce DTC to accept the Bonds as
eligiUle for deposit at DTC, the County has executed and delivered to DTC a Blanket Issuer
Letter of Representations. Neither the County nor the Bond Registrar will have any
i•esponsibility or obligation to DTC participants or the persons for whorn they act as nominees (or
any successor depository) with respect to tlle Bonds in respect of the accuracy of any records
maintained by DTC (or any successor depository) or any DTC participant, the payinent by DTC �
(or any successor depository) or any DTC participant of any amount in respect of the priizcipal 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 ba 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. Foz� so long as any Bonds
are held in fully-immobilized foi711 hereunder, DTC or its successor depositoiy shall be deeined
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 xzot mean the
owners of any beneficial interest in such Bonds.
If any Bond shall be duly prasented for payment and funds have not been duly provided
' by the County ou 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 Deposito�y.
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(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 i�laturity 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 aily 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 (ii) below or
such substitute depository's successor; or (C) to any person as provided in subsection(iv) below.
(2) Upon the resignation of DTC or its successor (or any substitute depositoiy
or its successor) from its functions as depository or a deterinination by the Treasurer to
discontinua 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 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 of the Treasurer, issue a single new Bond for each maturity then outstanding, registered
in the �1ame of such successor or such substitute depository, or their nominees, as the case may
be, all as specified in such written request of the Treasurer.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no 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 I'orm of Bond certificates, the ownership of
such Bonds may then be transferred to any person or entity as herein provided, and shall no
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longer be held in fully-iminobilized 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 ii�
any authorized denoinination. Upon receipt by the Bond Registrar of all then outstanding Bonds
together with a written request of the Treasurer to the Bond Registrar, new Bonds shall be issued
in the appropriate denominatiolis and registered in the names of such persons as are requested in
such written requast.
(e) Regist�°ation of Tr°ansfer of Owner°ship or Exchange; ClZange in Deizonzinatio�zs.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form
appearing on such Bond duly executed by the Registered Owner or such Registered Owner's duly
authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond
Registrar shall ca,ncel the sunendered 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, series, 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, inaturity and interest rate, in any authorized denomination. The Bond Registrar
shall not be obligated to register the transfer or to exchange any Bond during the 15 days
preceding any interest payment or principal payinent date any such Bond is to be redeemed.
(� 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 per�nitted by law, may act as depository for and permit any of its
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officers or directors to act as member o�, or in any other capacity with respect to, any coinmittee
formed to protect the right of the Registered Owners of Bonds.
(g) RegistNation Covenant. The County covenants that, until all Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of each such
Bond that complies with the provisions of Section 149 of the Code.
(h) Place and Mediunz of Payment. Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. Interest on the Bonds shall be
calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all Bonds
are in fully iinmobilized fonn, payments of principal and interest thereon shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations. In the event that the Bonds are no loz�ger 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 on the fifteenth day of the month
preceding the interest payment date, or upon the written request of a Registered Owner of more
than $1,000,000 of Bonds (received by the Bond Registrar at least 15 days prior to the applicable
payment date), such payme�lt 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 upo�� presentation and surrender of such Bonds by the Registered Owners at the
principal office of the Bond Registrar.
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Section 4. Redem�tion Prior to Maturity and Purchase of Bonds.
(a) Optio�zal Redemption. The Bonds may be subject to optional redeinption 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) Mandator^y Redemptzon. The Bonds may be subject to mandatozy redernption to
the extent, if any, set forth in the Bond Purchase Contract and as approved by the County
Representative pursuant to Section 13.
(c) Pur°chase of Bonds. The County reserves the right to purchase any of the Bonds
offered to it at any time at a price deemed reasonable by the Treasurer.
(d) Selection of Bonds for Rederrzption. For as long as the Bonds are held in book-
entry only form, the selection of particular Bonds within a inaturity 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 Ue selected by lot (or in such inaruier detennined 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 such Bond at the principal office of tha Bond Registrar there shall be issued to
the Registered Owner, without charge therefor, for the ihen unredeemed balance of the principal
sum thereof, at tlle option of the Registered Owner, a Bond or Bonds of lilce rnaturity and interest
rate in any of the denominations herein authorized.
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(e) Notice of Redemptio�.
' (1) Official Notice. For so long as the Bonds are held in uncertificated form,
notice of redemption (which notice may be conditional) shall be given in accordance with the
operational arrangements of DTC as then in effect, and neither the County nor the Bond Registrar
will provide any notice of redemption to any beneficial owners. Thereafl;er (if the Bonds are no
longer held in uncertificated fornl), 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
redeinption (whicli redemption shall be conditioned by tlze 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 redeinption 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 show�� 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 for Bonds shall be dated and shall state:
(A) the redemption date,
^ (B) the redemption price,
(C) if fewer than all outstailding Bonds are to be redeemed, the identification
by maturity (and, in the case of partial redemption, the respective pi•incipal amounts) of the
Bonds to be redeemed,
(D) that on the redeinption 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 froin and after said date, and
(E) the place where such Bonds are to be sunendered for payment of the
redemption price, which place of payment shall be the pz•incipal offce of the Bond Registrar.
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On or prior to any redemption date, unless the redeinption was conditional and the
conditions for the redemption have not been satisfied, the Cotulty shall deposit with the Bond
Registrar an amount of money sufficient to pay the redeinption price of all the Bonds or portions
of Bonds which are to be redeemed on that date.
(2) �ffect of Notice; Bonds Due. If an unconditional notice of redemption has
been given as aforesaid, the Bonds or portions of Bonds so to be redeeined shall, on the
redemption date, become due and payable at the redemption price therein specified, and from and
after such date such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of
such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. Installments of interest due on or prior to the redemption date
shall be payable as herein provided for payment of interest. All Boi�ds 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 redetnption if notice thereof is given as above prescriUed. Each further notice of redemption
given hereunder shall contain the infoi�natiozz required above for an official notice of redemption
plus (A) the CUSIP nu�ilbers 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 lieeded to identify
accurately the Bonds being redeeined. Each furtl�er no1ice of redeinption may be sent at least
25 days before the redemption date to each party antitled to receive notice pursuant to Section 14,
and to such persons (including securities repositories who customarily at the time receive notices
of redemption in accordance with rules promulgated by the SEC) and with such additional
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il�£ormation as the County shall deem appropriate, but such maiJings shall not be a condition
precedent to the redeinption of such Bonds.
(4) CUSIP Number. Upon the payment of the redemption price of Bonds
being redeemed, each check or other transfer oF funds issuad for such purpose shall bear the
CUSIP number identifying, by issue and maturity, t1�e Bonds being redeemed with the proceeds
of such checic or other transfer.
(5) Amendment of Notice Provisions. The foregoing notice provisions of this
Section 4, including but not limited to the infoi7nation 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 recominendations regarding
notices of redemption of municipal securities.
Section 5. Fonn of Bonds. The Bonds shall be in substantially the following form:
NO. �
UNITED STATES OF AMERICA
STATE OF WASHINGTON
GRANT COUNTY
LIMITED TAX G�NERAL OBLIGATION R�FUNDING BOND, 2015
INTEREST RAT�: % MATURITY DATE: CUSIP NO.:
Registezed Owner: CEDE & CO.
Principal Amount:
Grant County, Washington (the "County"), hereby acknowledges itself to owe and for
value received promises to pay to the Registered Owner identified above, or registered assigns,
on the Maturity Date identified above, the Principal Amount indicated above and to pay interest
thereon from , 2015, or the most recent date to which interest has been paid oi• duly
provided �or until payment of this bond at the Interest Rate set forth above, payable on
, 20_, and semiannually thereafter on the first days of each succeeding
and . Both principal of and interest on this bond are payable in lawful money of the
United States of America. I�or so long as the bollds of this issue are held in fully immobi�ized
fonn, payments of principal and interest thereon shall be nlade as provided in accordance with
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the operational arrangements of The Depositoiy Trust Company ("DTC") referred to in the
Blanket Issuer Letter of Representations (the "Letter of Representations") from the County to
DTC. Initially, the County Treasurer has specified and adopted the registration system for the
bonds of this issue specified by the State Finance Committee, and the fiscal agency of the State
will act as registrar, paying agent and authenticating agent (the "Bond Registrar").
The bonds of this issue are issued under and in accordance with the provisions of the
Co�lstitution and applicable statutes of the State of Washington and Resolution No. 15-014-CC
duly adopted by the Board on Februaiy 3, 2015 (the "Bond Resolution"). Capitalized terins used
in this bond have the meanings given such terms in the Bond Resolution.
This bond shall not be valid or become obligatoiy for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Bond Registrar.
This bond is one of an authorized issue of bonds of like date, tenor, rate of interest and
date of maturity, except as to number and amount in the aggregate principal amount of
$ and is issued pursuant to the Bond Resolution for providing funds to refund
outstanding limited tax general obligation bonds and pay costs of issuance.
The bonds of this issue are sub'ect to redem tion as stated in the B i
, J p o id Purchase Contract
and the Official Statement dated , 2015.
The County liereby 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 pai-t of the tax levy
permitted to counties without a vote of the electorate, upon all the property subject to taxation in
ainounts 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 payinent of such principal and interest:
The County has designated the Bonds as "qualified tax-exempt obligations" for
investment by financial institutions under Section 265(b) of the Code.
The pledge of tax levies for payment of principal of and interest on the bonds may be
discharged prior to inaturity of the bonds by inaking provision for the paymer�t thereof on the
terms and conditions set fo2•th in the Bond Resolution.
,
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this bond have happened, been done and performed and that
the issuarzce of this bozid and the bonds of this issue does not violate any constitutional, statutory
or other liinitation upon t�le amount of bonded indebtedness that the County inay incur.
-16- P:120287 CMVN20287_AT7
IN WITNESS WHEREOF', Grant County, Washington, 11as caused this bond to be
executed by the manual or facsimile signatures of the Chair and Clerlc of the Board of County
, Commissioners, and the seal of the Coui�ty to be impressed, imprinted, or_otherwise reproduced
hereon, as of this_day of , 2015.
[S�AL]
GRANT COUNTY WASHINGTON
�
/s/facsimile or mai�ual signatiure
Chair of the Board of
County Commissioners
ATT�ST:
_ /s/facsimile or manual si nature
Clerk of the Board of
County Commissioners
The Bond Registrar's Certificate of Authentication on the Bonds shall be in substantially
the following fotm:
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within-mentioned Bond Resolution and is
one of the Limited Tax General Obligation Refunding Bonds, 2015 of Grant County,
Washington, dated , 2015.
WASHINGTON STATE FISCAL
AGENCY, Bond Registrar
By
Authorized Officer
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 thereon.
In case either or both of the offcers 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
-1�- P:�o2a� cMw�o2a� An
delivered by the Bond Registrar, or issued by the County, such Bonds may nevez�theless 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 fornl
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for
any pui•pose or entitled to the benefits of this resolution. Such Certificate of Authentication shall
be conclusive evidence that the Bonds so authenticated have Ueen duly executed, authenticated
and delivered llereunder and are entitled to the benefits of this resolution.
Section 7. Lost ox 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
teizor to the Registered Owner upon the owner paying the expenses and charges of the Bond
Registrar and the County in connection with preparation and authentication of the replacement
Bond or Bonds and upon his or her filing with the Bond Registrar and the County evidence
satisfactory to both that such Bond or Bonds were actually lost, stolen or destroyed and of his or
her ownership, and upon furnishing the County and the Bond Registrar with indeirulity
satisfactory to both.
Section 8. Bond Fund. A special fund of the County to be known as the "Grant
County Limited Tax General Obligation Refunding Bond I'und, 2015" zs 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
'1�' P:�20287 CMW�20287 AT7
Bonds shall be deposited in the Bond Fund no later than the date such funds are required for tl�e
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 Count�funds.
Section 9. Pledge of Taxation and Credit. 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 valorer�z tax upon all the property within the County subject
to taxation in an amount that will ba 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 becoine 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 a11d 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 aruival
levy to be levied and collected by the County prior to the full payinent 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
aru�ual 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. Tn the event that money and/or Government Obligations,
maturi�lg at such time or times and bearing interest to be earned thereon in amounts (together
with such money, if necessary) sufficient to redeem and retire part or all of the Bonds in
-17- P:�20287 CMVN20287 AT7
accordance with theit• terms, are set aside in a special account of the County to effect such
redemption and retirement, and such inoney and the principal of and interest on such
Governinent Obligations are irrevocably set aside and pledged for such purpose, then no fui-ther
payments need be made into the Bond I'und 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 deeined not to be outstanding hereunder. The Counry shall
give written notice of defeasance to the owners of all Bonds so provided and to each party
entitled to receive notice in accordance with Section 14 of this resolution.
Section 11. Application of Bond Proceeds and Redemption of the Refunded Bonds.
(a) Designation of Refunded Bonds. As outlined in the recitals to this resolution,
certain principal maturities of the 2007 Bonds may be called for redemption prior to tlaeir
scheduled maturities. All or soine of these bonds may be refunded and defeased with the
proceeds of the Bonds authorized by this resolution ("Refunding Candidates"). As provided in
Section 13, the County Representative may select some or all of the Refunding Candidates and
designate those Refunding Candidates as the "Refunded Bonds"in the Bond Purchase Contract.
(b) Refunding. A portion of tl�e proceeds of sale of the Bonds in the dollar amount
certified by the County to tl�e Refunding Trustee shall be delivered to the Refunding Trustee for
the purpose of defeasing the Refunded Bonds and paying related costs of issuance.
Money received by the Refunding Trustee from Bond proceeds and other money provided
by the County, shall be used irninediately by the Refunding Trustee upon receipt thereof in
accordance with the terms of the Escrow Agreement to defease the Refunded Bonds as
authorized by the 2007 Bond Resolution, and to pay costs of issuance of tha Bonds. The County
shall defease the Refunded Bonds and discharge such oUligations by the use of money deposited
-ZO- P;�20287 CMVN20287 AT7
with the Refunding Trustee to purchase certain Government Obligations (which obligations so
purchased, are herein called "Acquired Obligations"), bearing such interest and maturing as to
principal and interest i�1 such amounts and at such times which, together with any necessary
begiiuling cash balance, will provide for the payinent of each of the following bonds that have
been designated as "Refunded Bonds":
(1) interest on the Refunded Bonds coming due on each date on which interest
is due and payable, to and including the Call Date; and
(2) the t•edemption price of the Refunded Bonds (100% of the principal
amount thereo� on the Call Date.
Such Acquired Obligations shall be purchased at a yield not greater than the yield
pernlitted by the Code and regulations relating to acquired obligations in connection with
refunding bond issues.
(c) Appoint»zent of Refundzng Trz�stee. The County hereby selects U.S. Bank
National Association, Seattle, Washington to act as the refunding trustee for the Refunded Bonds
(the "Refunding Trustee"). The Bond proceeds designated in the foregoing subsection together
with a cash contribution from the County shall be transferred to the Refuxiding Trustee in order to
implement the refunding plan. A begiruling cash balance, if any, and Acquired Obligations shall
be deposited ii-revocably with the Refunding Trustee in an arnount sufricient to defease the
Refunded Bonds. The proceeds of the Bonds remaining after acquisition of the Acquired
Obligations and provision for the necessary beginning cash balance shall be utilized to pay
expenses of the acquisition and safekeeping of the Acquired Obligations and expenses of the
issuance of the Bonds and/or returned to the County for the payment of such expenses. The
County Representative is hereby further authorized to select a verification agent who will
-21- P:�20287 CMVN20287 A77
confinn the accuracy of certain financial infoi-mation regarding the funds to be deposited with the
Refunding Trustee and the implementation of the refunding plan.
(d) Call For Rede�nption of the Refunded Bonds. The County hereby irrevocably sets
aside sufficient funds out of the purchase of Acquired Obligations from proceeds of the Bonds to
make the payments described in this Section.
The County hereby irrevocably calls the Refunded Bonds for redemption on the Call Date
in accordance with terms of the 2007 Bond Resolution authorizing the redemption and retirement
of the Refunded Bonds prior to their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall be effective and
irrevocable after the final establislunent of the escrow account and delivery of the Acquired
Obligations to the Refunding Trustee.
The Refunding Trustee is hereby authorized and directed to provide for the giving of
notice of the redemption of the Refunded Bonds in accordance with the applicable provisions of
the 2007 Bond Resolution. The Treasurer of the County is authorized and requested to provide
whatever assistance is necessaiy to accornplish such redemption and the giving of notice therefor.
The Refunding Trustee is hereby authorized and directed to pay to the fiscal agency or
agencies of the State of Waslungton, sums sufficient to pay, when due, the payments speci�'ied in
this Section. All such suins shall be paid fron� the moneys and Acquired Obligations deposited
with said Refunding Trustee pursuant to the previous section of this resolution, and the income
therefrom and proceeds thereof. All moneys and Acquired Obligations deposited with said bank
and any income therefrom shall be credited to a refunding account and held, invested (but only at
the direction of the Treasurer) and applied in accordance with the provisions of this resolution
and with the laws of the State of Washington for the benefit of tlie County and owners of the
Refunded Bonds.
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The County will take st�ch actions as are found necessary to see that all necessaty and
proper fees, compensation and expenses of the Kefunding Trustee for the Refunded Bonds shall
be paid when due.
(e) Esc�°ow Agree�nent/Costs of Issuance Ag�°eei�zent. The County Representative is
aut�lorized and directed to execute and deliver to the Refunding Trustee an Escrow Deposit
Agreement (the "Escrow Agreement") and a Costs of Issuance Agreement (the "Cos1s of
Issuance Agreement").
The County hereby irrevocably sets aside for and pledges to the payment of the Refunded
Bonds the moneys and obligations to be deposited with the Refunding Trustee pursuant to the
Escrow Agreement to accomplish the plan of refunding and defeasance of the Refunded Bonds
set forth herein and in the Escrow Agreement. When all of the Refunded Bonds shall have been
redeemed and retired, the County may cause any remaining money to be transferred to the Bond
Fund for the purposes set forth above. �
Section 12. Tax Covenants; Special Desi nation.
(a) No Arbilrage or PT°ivate Activity Bo�ds. The County hereby covenants that it will
not inalce any use of the proceeds from the sale of the Bonds or any other funds of the County
that rnay 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 tlie Code (or any successor provision
thereof applicable to the Bonds)throughout the term of the Bonds.
"I'he County further covenants that it will not take any action or perniit any action to be
taken that would cause the Bonds to constitute "private activity bonds" under Section 141 of the
Code.
-23^ P;�20287 CMVN20287 AT7
(b) Private Per°son 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 froin 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 fui-ther covenants that, if:
(3) More than five percent of the Net Proceeds of the Bonds ara 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 payinents (whether or not made to the County) in respect of property, or
borrowed money, used or to be used for any Private Person Use, then, (i) any Private Person Use
of the projects desc�ibed in subsection(3) hereof or Private Person Use payments deseribed 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
governrnental use of the projects financed a�Id refinanced with Bond proceeds, and (ii) any
Private Person Use will not exceed the amount of Net Proceeds of the Bonds used for the state or
local goverrunental use portion of the projects to which the Private Person Use of such portion of
'�`7" P:�20287 CM�M20287 AT7
such projects relate. The County furtl�er covenants tliat it will comply with any limitations on the
use of the projects by other than state and local govenunental users that are necessary, in the
opinion of its bond counsel, to preserve the tax exenlption of the interest on the Bonds. The
covenants of this section are specified solely to assure the continued exeinption froin regular
income taxation of the interest on the Bonds.
(c) Designatio�r under Section 265(b) of the Code. The County hereby designates the
Bonds as "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for banks, tluift
institutions and other financial institutions. The County does not anticipate that it will issue
more than$10,000,000 in qualified tax-exempt obligations during the year 2015.
Section 13. Sale of Bonds. The Board has datermined that it is in the best interest of
the County to delegate to the County Representative the authority to approve the Refunded
Bonds, the final interest rates, maturity dates, aggregate principal amount, principal amounts of
each matut�ity, redemption rights and other tenns and conditions of the Bonds. The Board has
been advised by the Underwriter that market conditions are fluctuating and, as a result, the most
favorable inarket conditions may occur on a day other than a regular meeting date of the Board.
The Board has determined that it would be in the best interest of the County to delegate to the
County Representative for a limited time the authority to designate the Refunded Bonds by .
selection from the Refunding Candidates as described in Section 11 of this resolution, to approve
the final interest rates, aggregate principal amount and principal amounts of each maturity of the
Bonds and detern�ine the redemption rights for the Bonds. The County Representative is hereby
authorized to approve the final interest rates, aggregate principal amount, principal inaturities and
redeinption rights for the Bonds in the manner provided hereafter so long as (i)the aggregate
principal amount of the Bonds issued pursuax�t to this resolution does not exceed $8,700,000;
(ii)the true interest cost for the Bonds (in the aggregate) does not exceed 5.00%; and (iii) the net
-25- P:�20287 CMVN20287 AT7
present value aggregate savings with respect to all Refunded Bonds to be realized as a result of
the refunding of the Refunded Bonds (after payment of all costs of issuance) is at least equal to
the Savings Target.
In designating the Refuiided Bonds and determining the final interest rates, aggregate
principal amounts and principal maturities, the County Representative, in consultation with
County staff, shall take into account those factors that, in his/her judgment, will result in the
lowest true interest cost on the Bonds to their maturity, including, but not limited to cui-rent
financial market conditions and current interest rates for obligations comparable in tenor ai�d
quality to the Bonds. The authority granted to the County Representative by this Section 13 shall
expire 180 days after the date of approval of this resolution. If a Bond Purchase Coi�tract for
Bonds has not been executed within 180 days after the date of final approval of this resolution,
the authorization for the issuance of such Bonds shall be rescinded, and Bonds shall not be issued
nor their sale approved unless such Bonds shall have been re-authorized by Resolution of the
Board. The Resolution re-authorizing the issuance and sale of such Bonds may be in the foi7n of
a new resolution repealing this resolution in whole or ii� part or may be in the form of an
amendatoiy resolution approving a bond purchase contract or establishing terms and conditions
for the authority delegated under this Section 13.
Subject to the terms and conditions set forth in tlus Section 13, the County Representative
is hereby authorized to execute the final form of the Bond Purchase Contract, upon his or her
approval of the final interest rates, maturity dates, aggregate principal amount, principal
inaturities and redemption rights set forth therein. rollowing the sale of tl�e Bonds, the Coui�ty
Representative shall provide a report to the Board, describing the final terms of the Bonds
approved pursuant to the authority delegated in this section.
-26` P;�20287 CMVN20287 AT7
Upon the passage and appro�al of this i•esolution, the proper officials of the County
including the County Representative, are authorized and directed to undertake all action
necessaiy for the prompt execution and delivery of the Bonds to the Underwriter thereof and
further to execute all closing certi�cates and documents required to effect the closing and
delivery of the Bonds in accordance with the terms of the Bond Purchase Contract. In
furtherance of the foregoing, the County Representative is authorized to approve and enter into
agreements for the payment of costs of issuance, including Underwriter's discount, the fees and
expenses specified in the Bond Purchase Contract, including fees and expenses of Underwi•iter
and other retained sez•vices, including Bond Counsel, rating agencies, fiscal agency, and other
expenses custoinarily incurred in corulection with issuance and sale of bonds. The disbursement
of Bond proceeds to pay certain costs of issuance shall be made by the Refunding Trustee under
the terms set forth in the Costs of Issuance Agreeinent.
The County Representative is authorized to ratify and to approve for purposes of the
Rule, on behalf of the County, the Official Stateinent (and any Preliminaiy 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 deeined by him/her to be appropriate.
Section 14. Undertalcin�to Provide On�oin�Disclosure.
(a) Conti°act/Unde�°taking. 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/Ope�^atzng Da1a. 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 2016 for the
fiscal year ended December 31, 2015):
'27` P:\20287 CMVN20287 AT7
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 Accounting and Reporting
Systen� prescribed by the Washington State Auditor pursuant to RCW 43.09.200 (or any
successor statute) and generally of the type included in the official statement for the Bonds under
the heading "Historical and Budgeted Cui7ent Expense Fund Operating Results";
2. The assessed valuation of taxable propei�ty in the County;
3. Ad valorem taxes due;
4. Property tax levy rate per$1,000 of assessed valuation; and
5. Outstanding general oUligation debt of the County.
Items 2-5 shall be required only to the extent that such information is not included in the annual
finaiacial 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 MSRS. Ln 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 inter�iet website or
filed with the S�C.
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.
-2g- P:�zo2e� cMw�2ozs� ,4r�
(c) MateNial Events. The County agrees to provide or cause to be provided, in a
tiinely 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:
� Principal and interest payment delinquencies;
• Non-payment related defaults, if material;
s 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 status of the Bonds;
o Modifications to the rights of Bond owners if material;
s Optional, contingent or unscheduled Bond calls othex than scheduled sinking fund
redemptions for which notice is given pursuant to Exchange Act
Release 34-23856, if material, and tender offers;
• Defeasances;
• Release, substitution or sale of property securing the repayment of the Bonds if
material;
• Rating changes;
� Bankruptcy, insolvency, receivership or similar event of the County;
• The consununation 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 agreeinent to undertake such an
-2J- P:�20287 CMVN20287 AT7
action or tlle tennination of a definitive agreeinent to undertake such an action,
other than pursuant to its ternzs, if material; and
• Appointment of a successor or additional trustee or the change of.name of the
trustee, if material.
Solely for puiposes of information, but without intending to modify this undertaking,
with respect to the notice regarding property securing the repayinent 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 Failur°e to Pr°ovide Financial Data. The County agrees to
provide or cause to Ue 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) abave.
(e) Emr�za; Format,for Filings x�ith the MSR13. Until otherwise designated by the
MSRB or the S�C, any inforination or notices submitted to the MSRB in compliance with the
Rule are to be submitted through t11e MSRB's �lectronic Municipal Market Access system
(`BMMA"), currently located at www.einma.insrb.org. All notices, financial information and
operating data required Uy this undertalcing 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.
(� Te�°mination/Modification. 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
-3�^ P;�20287 CMVN20287 A77
the po�-tion of the Rule that requires that provision is invalid, has beer� 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 tlus section with an opinion of nationally recog�lized bond
counsel in accordance with the Rule. In the event of any amendment of this section, the County
shall describe such amendnlent 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 amendinent relates to the aceounting principles
to be followed in preparing financial stateme�its, (A) notice of such change shall be given in the
saine manner as for a rnaterial event under Subsection (c), and (B) the aruzual report for the year
in which the change is made shall present a comparison(in narrative form and also, if feasible, in
quantitative fonn) betwee�i 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) 13ond Owner's Remedies Unde�° 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 coinply with the provisions of this undertalcing shall not be an event of default with
respect to the Bonds. For purposes of this section, "Ueneficial owner" mea,us any person who has
the power, directly or indirectly, to vote or conserit with respect to, or to dispose of ownership of,
any Bonds, including persons holding Bonds througl�i�ominees or depositories.
-3 1- P:�20287 CM1M20287 AT7
Section 15. Severabilitv. If any one or more of the covenants and agreements provided
in this resolution to be performed on the part of the County shall be declared by any court of
competent jurisdiction to ba contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements of this resolution and shall in no way affect the validity of the other provisions of
this resolution or of the Bonds.
ADOPTED this 3rd day of February, 2015.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
� � �-T-e.�._.._____.
� Richard Stevens, Chair
Carolann Swartz, Member
�,����
Cindy Carter, Member
ATT , :
le oF the Board
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CERTIFICATE
I, the undersigned, Clerk of the Board of County Cotrunissioners of Grant County,
Washington (herein called the `Board") and keeper of the records of the County, DO HEREBY
C�RTITY:
1. That the ati:ached Resolution is a true and correct copy of Resolution No. 15-014-
CC of the Cou�lty (herein called the "Resolution"), as finally adopted at a regular meeting of the
Board held on the 3rd day of February, 2015, and duly recorded in my office.
2. That said meeting was duly convened and IZeld 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 maiuler for the approval of said Resolution; that all
other requirements and proceedings incident to the proper approval of said Resolution have been
duly fulfilled, carried out and otherwise observed, and that I a�i1 authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set iny hand this 3rd day of February, 2015.
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Clerk f t oar
P:�20287 CM1M20267 AT7
K15-01�'
' ESCROW DEPOSIT AGREEMENT
GRANT COUNTY, WASHINGTON
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2015
THIS ESCR.OW AGREEMENT, dated as of March 10, 2015 (herein, together with any
ainendments or supplements hereto, called the "Agreement") is entered into by and between
Grant County, Washington (herein called the "County"), and U.S. Bank National Association,
Seattle, Washington, as Refiinding Trustee (herein, together with any successor in such capacity,
called the "Refunding Trustee"). The notice addresses of the County and the Refiinding Tnistee
are shown on Exhibit A attached hereto and made a part hereof. '',
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WITNESSETH : I
WHEREAS, the County heretofore has issued and there presently rem�,in outstanding the
obligations described in Exhibit B attached hereto (the"Refiinded Bonds"); and
' WHEREAS, pursuant to Resolution No. 15-014-CC, passed on Febniary 3, 2015 (the
"Bond Resohition"), the CoLlnty has determined to issue its Limited Tax General Obligation
Refilnding Bonds, 2015 (the"Bonds"); and
WHEREAS, the proceeds of the Bonds are being used for the purpose of providing funds
to pay the costs of refiinding the Refiinded Bonds; and
WHEREAS, Grant Thornton LLP has prepared a verification r.eport which is dated
March 10, 2015 (the "Verification Report") relating to the soLYrce and use of fiinds available to
accomplish the refiinding o�'the Refilnded Bonds, the investment of such fiinds and the adequacy
of such fiinds and investments to provide For the payn�ent of the debt service due on the
Refiinded Bonds; and
WHEREAS, simultaneously hexewith, the County is entering into a Cost of Issuance
Agreement with the Refiinding Tnistee to provide for the payment of costs of issuance relating to
the Bonds; and �
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WHEREAS, pursuant to the Bond Resolution, the Refiinded Bonds have been designated �
for reclemption prior to their scheduled maturity dates and, after provision is made for such I
redemption, the R�fiinded Bonds will come due in such years, bear interest at such rates, and be �
payable at such times and in such amounts as are set forth in Exhibit C attached hereto and made I
a part hereof; and �
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WHEREAS, when Escrowed Securities have been deposited with the Refunding Tnistee I
for the payment of all principal and interest of the Refiinded Bonds wlien due, then the Refiinded ;�
Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funcls provided for such purpose; and �
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WHEREAS, the issuance, sale, and delivery of the Bonds have been duly authorized to
be issued, sold, and delivered for the purpose of obtaining the fiinds required to provide for tihe !
payment of the principal of, ii�terest on and redemption premium (if any) on the Refunded Bonds '
when due as shown on Exhibit C attached hereta; �
NOW, THEREFORE, in consideration of the mtrtual undei�takings, promises and ;
agreements herein contained, the sufficiency o�which hereby are acknowledged, and to seclire ;
the filll and timely payment of princi�al of and the interest on the Refiinded Bonds, the County �
and the Refilnding Trustee mutually undertake, promise and agree for themselves and their �
respective representatives and successors, as follows: '�
Article 1. Definitions
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Section 1.1. Definitions. '
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Unless the contex� clearly in�icates otherwise, �he following tei�ns sha11 have the ,
meanings assigned to them below when they a�e used in this Agreernent:
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Escr^ow Fzcn�l means the funcl created by this Agreement to be established, held and j
administered by the Refunding Trustee pu�suant to the provisions of this Agreement. �
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EscNOwe�l Secac�ities mean the noncallable Government Obligations described in '
Exhibit D attacl�ed to this Agreement, or cash or otl�er noncallable obligations substit�ited '
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therefor pursuant to Section 4.2 of this Agreement.
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GoveNnrreent Obligatzons mean direct, noncallable (a)United States Treasury �
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Obligations, (b) United States Treasury Obligations - State and Local Government Series, �
(c) non-prepayable obligations which are unconditionally guaranteed as to full and timely ;
payment of principal and interest by the United States of America or (d) REFCORP debt j
oblig�tions unconditionally guaranteed by the United States. �
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Pcc in A erzt means th� fiscal a enc of the Stat�of Washin on as the a in a ent for �
Y g g g Y � � p Y g g '�;
the Refiinded Bonds. '�
Section 1.2. Other Definitions.
« ,� « » « ,� « » ';
The terms Agreement, County, Refiinding Tnistee, Bond Resolution,
"Verification Report," "Refiinded Bonds," and "Bonds" when they are used in this Agj'eement,
shall have the meanings assigned to them in the preamble to this Agreement.
Section 1.3. Interpretations.
The titles an�l headings of the articles and sections of this Agreement have been i�serted ���
for convenience and reference only and are not to be considered a part hereof and shall not in any ;
way modify or restrict the terms hereo£ This Agreeinent and all of the terms and provisions ,�
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hereof shall be liberally construed to effectuate the p�.irposes set forth herein and to acllieve the �
fundin o� the Refiinded Bonds in accordance with ,
intended purpose of providing for the re g
applicable law. �
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Article 2. De�osit of Funds and Escrowed Securities ';
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Section 2.1. Deposits in the Escror�v Fund. !
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Concurrently with the sale and delivery of the Bonds tihe County shall deposit, or cause to �
be deposited, with the Refunding Trt.istee, for deposit in the Escrow Ftrnd, the filnds (from the �
proceeds of the Bonds and a cash contribution by the County) sufficient to purchase the I
Escrowed Securi.ties described in Exhibit D attached hereto, and the Refiinding Tn.lstee shall, �
t�pon the receipt thereo�, acknowledge such receipt to the County in writing. �
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Article 3. Creation and 4peration of Escrow Fund
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Section 3.1. Escrow Fund. I
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The Refiinding Tri.istee has created on its books a special tri.ist filnd and irrevocable {
ascrow to be known as the Refunding Account (the "Escrow Fund"). The Refunding Trlistee �
hereby agrees that upon receipt thereof it will deposit to the creciit of the Escrow Fund the fiinds '
and the Escrowed Securities described in Exhibit D attached hereto. Such deposit, all proceeds
therefrom, and all cash balances from time to time on deposit therein (a) shall be the property of ;
the Escrow Fund, (b) shall be applied only in strict conformity with the terms and conditions of ;
this Agreement, and (c) are hereby irrevocably pledged to the payrnent of the principal of and ;
interest on the Refiinded Bonds, which payment shall be made by timely transfers of such ";
amounts at such times as are provided for in Section 3.2 hereof. When the final transfers have ,�
been made foz the payznent of sucl��rincipal of and intarest on the Refiu�ded Bonds, any balance ;
then remaining in the Escrow Fund shall be transferred to the County, and the Refunding Tri.lstee ;
shall thereupon be discharged from any fiirther duties hereunder. ;
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Section 3.2. Payment of Principal and Tnterest. �
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The Refiinding Trlistee is hereby irrevocably instnicted to transfer to the Paying Agent �
from the cash balances from.time to time on deposit in the Escrow Fund, the amounts required to "�
pay the principal of the Refiinded Bonds at their respective redemption dates and interest thereon '
to such redemption clates in the amounts and at the times shown in Exhibit C attached hereto.
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Section 3.3. Sufficiency of�scrow Fund.
The County represents that, based upon the information provided in the Verification
Report, the successive receipts of the principal of and interest on the Escrowed Securities will
assure that the cash balance on deposit from time to time in the Escrow Fund will be at all times
sufficient to provide moneys for trazzsfer to the Paying Agent at the times and in the amounts
required to pay the interest on the Refiinded Bonds as such interest comes due and the principal
of the Refiinded Bonds as the Refiinded Bonds are paid on an optional redemption date prior to
inaturity, all as inore fiilly set forth in Exhibit E attached hereto. If, for any reason, at any time,
the cash balances on deposit or scheduled to be on deposit in the Escrow Fund shall be
insufficient to transfer the amounts required by the Paying Agent to make the payments set forth
in Section 3.2. hereof, the County shall timely deposzt in the Escrow Fltnd, from any funds that
are lawfiilly available therefor, additional fiinds in the amounts required to make such payments.
Notice of any such insufficiency shall be given promptly as hereinafter provided, but the
Refilnding Tn.istee shall not in any manner be responsible for any insufficiency of funds in the
Escrow Fund or the County's failure to make additional deposits thereto.
Section 3.4. Trust Fund.
The Refiinding Tnistee or its affiliate, shall hold at all times the Escrow Fund, the
Escrowed Securities and all other assets of the Escrow Fund, wholly segregated from all other
fiinds and securities on deposit with the Refunding Tri.istee; it shall never allow the Escrowed
Securities or any other assets of the Escrow Fund to be coinmingled with any other fi�nds or
securities of the Refiinding Tnlstee; and it shall hold and dispose of the assets of the Escrow
Fund only as set forth herein. The Escrowed Securities and other assets of the Escrow Fund shall
�lways be maintained by the Refiinding Tnlstee as tn.ist fiinds for the benefit of the owners of the ��
Refunded Sonds; and a special account thereof shall at all times be maint�ined on the books of �'
tlae Refiinding Tnistee. The owners of the Refilnded Bonds shall be entitled to tlle same '
preferred claim and first lien upon the Escrowed Securities, the proceeds thereof, and all other �;
assets of the Escrow Fund to which they are entitled as owners of the Refiinded Bonds, The
amounts received by the Refiinding Tnistee under this Agreernent shall not be considered as a 1
banking deposit by the County, and the Refiinding Trustee shall have no right to title with I
respect thereto except as a tnistee and Refiinding Tnistee under the terms of this Agraement. ;
The amounts received by the Refiinding Trl,istee Ltnder this Agreement shall not be subject to
warrants, drafts or checks drawn by the Cotinty or, except to the extent expressly herein :;
providecl, by the Paying Agent. �
Article 4. Limitation on Investments ;
Section 4.1. Investments. ,
Excapt for the initial investment in the Escrowed Securities, and except as provided in �i
Section 4.2 hereof, the Refiinding Trt,istee shall not have any power or duty to invest or reinvest ,��
any money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, �
transfer, or otherwise dispose of the Escrowed Securities. ,I)
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Section 4.2. Substitution of Securities.
At the written request of the County, and upon compliance with the conditions hereinafter
stated, the Refiinding Trustee shall utilize cash balances in the Escrow Fund, or sell, transfer,
otherwise dispose of or reqtiest the redemption of the Escrowed Securities and apply the
proceeds therefroln to purchase Refiinded Bonds or Government Obligations which do not
pennit the redemption thereof at the option of the obligor. Any such transaction may be effected
by the Refiinding Titiistee only if(a) the Refiinding Trl.istee shall have received a written opinion
fr.o�n a firm of certified public accountants that such transaction will not cause the amount of
money and securities in the Escrow Fund to be recluced below an amount sufficient to provide
for the fiill and timely payment of principal of and interest on all of the remaining Refiinded
Bonds as they become due, taking into account any optional redemption thereof exercisecl by the
County in connection with such transaction; and (b) the Refiinding Tr�.istee shall have received
the unqualified written legal opinion of its bond cotmsel or tax counsel to the effect that such
transaction will not cal�se �ny of the Bonds or Refi�nded Bonds to be an "arbitraga bond" within
the meaning of Section 148 of the Tnternal Revenue Code of 1986, as amended.
Article 5. Application of Cash Balances
Section 5.1. In General.
Except as provided in Section 2.1, 3.2 and 4.2 hereof, no withdrawals, transfers or
reinvestment shall be made of cash balances in the Escrow Fund. Cash balances shall be held by
the Refiinc�ing Trustee as cash balances as shown on the boolcs ancl records of the Refiinding
Tri.istee and, except as provided herein, shall not be reinvested by the Refiinding Trustee;
provided, however, a conversion to currency shall not be required (i) for so long as the
Refiinding Tri.istee's internal rate of return does not exceed 20%, or (ii) if the Refiinding Tnastee's
internal rate of return exceeds 20%, the Refiinding Tnlstee receives a letter of instrlictions,
accompanied by the opinion of nationally recognized bond counsel, approving the assltmed
reinvestment of such proceeds at such higher yield.
Article 6. Redemption of Refunded Bonds
Section 6.1. Call for Redemption. '
The County hereby irrevocably calls the Refiinded Bonds for redemption on their earliest
redemption dates, as shown in the Verification Report and on Appendix A attached hereto.
Section 6.2. Notice of Redemption/Notice of Defeasance.
The Refiinding Trt.lstee agrees to give a notice of defeasance and a notice of the
redeinption of the Refiincled Bonds pursuant to the terms of the Refunded Bonds and in ,
substantially the forms attachecl hereto as Appendices A and B att�ched hereto and as described
on said Appendices A and B to the Paying Agent for distribution as described therein. The
notice of defeasance shall be given immediately following the execution of this Agreement, and ;
tha notice of redemption shall be given in accordance with the resohition authorizing the �
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Refunded Bonds. The Refunding Trt.YStee hereby certifies th�t provision satisfactory and
acceptable to the Refiincling Trustee has been made for the giving of notice of redemption of tl�e
Refiinded Bonds,
Article 7. Recoxds and Reports
Section 7.1. Records.
The Refiinding Trlistee will keep books of record and account in which compl.ete and
accurate entries shall be made of all transactions relating to the receipts, disbursements,
allocations and application of the money and Escrowed Securities deposited to the Escrow Fund
and all proceeds thereof, and such boolcs shall be available for inspection during business hours '
and after reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Refiinding Tnistee quarterly shall prepare
and send to the County a written report summarizing all transactions relating to the Escrow Fund
durinb the preceding financial q�iarter, including, without limitation, credits to the Escrow Fund
as a result of interest payinents on or inaturities of the Escrowed Sacurities and transfers from the
Escrow Fund for payments on the Rafiinded Bonds or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Escrow Fund as of
the end of such period.
Article 8. Concerning the Paying Agent and Refiinding Trustee
Section 8.1. Representations.
The Refiinding Tn.istee hereby rapresents that it has all necessary power and authority to
enter into this Agreement and undertake the obligations and responsibilities imposed upon it
herein, and that it will carry out all o�'its obligations hereunder.
Section 8.2. Limitation on Liability. ,�
The liability of the Refunding Tz-�.istee to transfer fiinds for the payrnent of the principal
of anc� interest on the Refiinded Bonds sh�.11 be limited to the proceeds of the Escrowed
Securities an.d the cash balances from time to time on deposit in the Escrow Fund.
Notwithst�nding any provision contained h.erein to the contrary, the Refi,inding Trustee shall
have no liability whatsoever for the insufficiency of fiinds from time to time in the Escrow Fund
or any failure of the obligors of the Escrowed Securities to make timely payment thereon, except
for the obligation to notify the County prolnptly of�ny such occurrence.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the
statements of the County and shall not be considered as made by, or iinposing any obligation or �
liability upon, the Refiinding Tnistee. �I
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' The Refiincling Trl.lstee is not a party to the proceedings authorizing the Bozids or the
Refitnded Bonds and is not responsible fox nor bound by any of the provisions thereof(except to
the extent that the Refiii�ding Tri.istee may be a place of payment �nd paying agent andlor a
paying agent/registrar therefor). In its capacity as Refiinding Trustee, it is agreed that the
Refiinding Tn.istee need look only to the terms and provisions of this Agieeinent.
The Refiinding Tri.lstee znakes no representations as to the vahie, conditions or
sufficiency of the Escrow Fund, or any part thereof, or as to the title of the County thereto, or as
, to the secttrity afforded thereby or hereby, and the Refi.inding Tnistea shall not incur any liability
or responsibility in respect to any o�such matters.
It is the intention of the parties hereto that the Refunding Trustee shall never be required
, to use or advance its own fiinds or otherwise incur personal financial liability in the perfor�nance
, of any of its duties or the exercise of any of its rights and powers hereunder.
The Refiinding Trl.istee shall not be liable for any action taken or neglected to be tal�en by '
it in good faith in any exercise of reasonable care and believecl by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Refiinding Tnistee be responsible for
the consequences of any error of judgment; and the Refiinding Tri.tstee shall not be answerable
� except for its own neglect or willfiil misconduct, nor for any loss unless the same shall have been
through its negligence or bad faith, ,
Unless it is specifically otherwise provided herein, the Refiinding Tr�istee has no dtirty to
determine or inquire into the happening or occurrence of any event or contingency or the
perfonnance or failltre of parformance of the County with respect to arrangements or contracts
with others, with the Refi.inding Trtlstee's sole duty hereunder being to safeguard the Escrow
Fiind, to dispose of an� delivar the same in accordance with this Agreement. If, however, the
Refiinding Tn.istee is called upon by the terms of this Agreement to determine the occurrence of �
any event or contingezlcy, the Refunding Trustee sl�all be obligated, in making such
determination, only to exercise reasonable care and diligence, and in event of error in making
such determination the Refi�nding Tn.istee shall be liable only for its own wi11fii1 misconduct or
its negligence, In determining the occurrence of any such event or contingency the Refiinding
Tnistee may request froln the County or any other person such reasonable additional evidence as
the Refitnding Tnistee in its discretion rnay deem necessary to determine any fact relating h:o the
occurrence of such event or contingency, and in this connection may make inq�.iiries of, and
consult with, among others, the County at any tiine.
Section 8.3. Successor Refuncling Trustees.
Any corporation, association or other entity into which the Refitnding Tnistee may be
converted or merged, or with which it :may be consolidatecl, o�' to which it may sell or otherwise
' transfer all or substantially all of its corporate tnist assets and business or any corporation,
�,ssociation o�' other entity resulting froin any such conversion, sale, merger, consolidation or
other transfer to which it is a party, zpso fcceto, shall be and become successor Refilnding Triistee
heretitnder, vested with all other matters as was its predecessor, without the execution or filing of
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any insti�.iinent or azly fiir-ther act on the part of the parties hereto, notwithstanding anything ,
herein to the cozltrary. �
If at any time the Refiinding Trtistee or its legal successor or successors should become
unable, tiv�ough operation or law or otherwise, to act as Refiinding Tntstee hereunder, or if its
property and affa.irs shall be taken under the control of any state or federal court or
administrative body because of insolvency or bankr�.iptcy or for any other reason, a vacancy shall
Forthwith exist. in. the office of Refiinding Trustee hereunder. In stich event the County, by
appropriate action, promptly shall appoint a Refiinding Tz-tistee to fill such vacancy. If no
successor Refunding Tn.istiee shall have been appointed by the County within 60 days, a
successor may be appointed by the owners of a inajority in principal �moLU1t of the Refi�nded
Bonds then outstanding by an instz2iment or instn.unents in writing filed with the County, signed
' by such owners or by their duly authorized attorneys-in-fact. If, in a proper case, no appointment
of a successor Refiinding Trustee shall be made pursuant to the foregoing provisions of this
section within three months after a vacancy shall have occurred, the owner of any Refunded
Bond rnay apply to any court of competent jurisdiction to appoint a successor Refiinding Tnistee.
Such court may thereupon, after such notice, if any, as it may deem proper, prescribe and appoint
a successor Refiinding Tn.istee.
Any successor Refiinding Trtistee shall be a corporation organized and doing business
under the laws of the United States or the State of Washington, authorized under such la.ws to
exercise corporate trust powers, having its principal office and place of business in the State of
Washington, having a combined capital and surplus of at least $100,000,000 and subject to the
supervision or examination by federal or state authority,
Any successor Refi.inding Tn.istee shall execute, acknowledge �nd deliver to the County
, and the Refitnding Triistee an instniment accepting such appointment hereunder, and the
Refi.inding Trustee shall execute and deliver an instrument transferring to suc11 successor
Refunding Trustee, subject to the terms of this Agreement, all the rights, powers and trusts of the
Refiinding Trustee hereunder. Upon the request o�any such successor Refiinding Tnlstee, the
County shall execute any and all instniments in writing for more fiilly and certainly vesting in
and confirming to such successor Refiinding Tn.istee 111 such rights, powers and duties.
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The obligations assumed by the Refiinding Trl.istee pursuan.t to this Agreement may be
transferred by the Refiinding Tnistee to a successor ReFiinding Tnistee if(a) the requirements of
this Section 8.4 are satisfied; (b) the successor Refiinding Tnistee has assurned all the obligations
of the Refiinding Tn.istee under this Agreement; and (c) all of the Escro�ved Securities and
money held by the Refiinding Trustee pursuant to this Agreement have been duly transferred to
such successor Refiinding Tn.lstee.
Article 9. Miscellaneous
Section. 9.1. Notice. '
Any notice, authorization, request, or demand required or pennitted to be given ;
heraunder shall be in writing and shall be deemed to have been duly given when mailed by
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registered or cer-tified mail, postage prepaid addressed to the County or the Refiinding Tilistee at
the address shown on Exhibit A attached hereto, The United States Post Office registered or '
certified mail receipt showing delivery of the aforesaicl shall be conclusive evidence of the date
and fact of delivery. Any party hereto lnay change the address to which notices are to be
delivered by giving to the other parties not less th�n ten days prior notice thereof: �
Section 9.2. Termination of Responsibilities. �
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Upon the taking of all the actions as described herein by the Refunding Titiistee, the I
Refiinding Tn.istee shall have no fiirther obligations or responsibilities hereunder to the County, i
the owners of the Refiinded Bond.s or to any other person or persons in connection with this i
Agreement. I
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Section 9.3. Binding A;reement.
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This Agreement shall be binding upon the County ancl the Refiinding Trustee and their '
respective successors and legal representatives, and shall inure solely to the benefit of the owners �
of the Refunded Boncls, the County, the Refunding Tnistee and their respective successors and !
legal representatives. �
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Section 9.4. Severability. I
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In case any one or more of the provisions contained in this Agreement shall for any ;
reason be held to be invalid., illegal or unenforceable in any respect, such invalidity, illegality or 'I
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall ,
be constnied as i� such invalid or illegal or unenforceable provision had never been contained
herein. '
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Section 9.5. Washington Law Governs. ;
This Agreement shall. be governed exclusively by the provisions hereof and by the ';
applicable laws of the State ot'Washington, ;
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Section 9.6. Time of the Essence. ,i
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Time shall be of the essence in the performance of obligations from time to time imposed
upon the Refiinding Tnistee by this Agreement.
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Section 9.7. Notice to Stanclarcl &Poor, Moody's ancl Fitch. i
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In the event that this Agreement or any provision thereof is severed, amended or revolced, �
the County shall provide writtieri riofice of such seve"rance;°'ameridinent--or revocation to �
Standard & Poor's Ratings Service, 55 Water Street, New Yorlc, New York 10041, Attention:
Refiinded Bonds Municipal Bond Department, Moody's Investor Services, 7 World Trade �
Center at 250 Greenwich Street,New York, New York 10007, Attention: Public Finance Rating '
Desk/ReFiinded Bonds, and to Fitch, Inc, at One State Street Plaza, New York, New Yorlc,
10004, Attention: Public Finance Rating Desk/Refiinded Bonds. ,
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Section 9.8. Amendments. �
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This Agreement shall not be amended except to cura any ambiguity or formal defect or '
omission in this Agreement. No amendment shall be effective unless the sa�ne shall be in �
writing �nd signed by the parties thereto. No such amendment shall adversely affect the rights of
the holders of the Refiinded Bonds, No such ainendment shall be made without first receiving �
written confirmation froin the rating agencies (if any) which have rated the Refiinded Bonds that j
such administrative changes will not resttlt in a withdrawal or reduction of its rating then �
assigned to the Refiinded Bonds. If this Agreement is amended, prior written notice and copies �
of the proposed changes shall be given to the rating agencies which have rated the Refunded i
Bonds. �
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EXECUTED as of the date first written above. '
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GRANT COUNTY, `VASHINGTON
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��q)��"�;.�.���p.��
�� Treasurer
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U.S. BANK NATIONAL ASSOCIATION �
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Authorized Signer .
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Exhibit A — Addresses of the County and the Refunding Tri.istee i
Exhibit B — Description of the Refiinded Bonds �
Exhibit C — Schedule of Debt Service on Refunded Bonds '
Exhibit D — Description of Beginning Cash Deposit (if any) and Escrowed Securities 'I
Exhibit E — Escrow Fund Cash Flow �i
Appendix A — Notice of Redemption for the 2007 Bonds ��
Appendix B — Notice of Defeasance.for the 2007 Boncls
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EXHISIT A �
Addi°esses of the County and Refunding Trustee '
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County: Grant County
35 "C" Street NW
Ephrata, WA 98823 �
A.ttention: Treasurer
Refunding Trustee: U.S, Bank National Association j
Corporate Tn.ist Division I
1420 Fifth Avenue 7th Floor
Seattle, WA 98101 ,
Attention: Greg Sl�.itnik, Assistant Vice President
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EXHIBIT B
;Description of the]Eiefuncled Bond� '
���.,�.�..�,.�.��.,,�.�m��,,.,�.�..,�� ,
Gr�nt County, Washington
Limited Tax General Obligation Bonds,2007 �
(Dated September 26, 2007) �
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Maturity Dates CUSIP i
(Deceinber 1) _ Principal Amounts Interest Rates Nos. ,
2018 $ 605,000 4.00% 387802AU5
2019 630,000 4.00 387802AV3 '
2020 655,000 4.00 387802AW1 ;
2021 680,000 4.00 387802AX9 j
2022 710,000 4,00 387802AY7 i
2023 735,000 4.00 387802AZ4 i
2024 765,000 4.00 387802BA8 ;
2025 795,000 4.00 387802BB6 ';
2026 830,000 4.00 387802BC4 �
2027 860,000 4.00 3 87802BD2 ,�
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EXHISIT C
Schedule of Debt Service on the Refunded Bonc�s '
Principal/ I
Date Interest Red��,p.���,xjc�,,,,�.,,��,otal�
06/O1/2015 $ 145,300.00 - — $ 145,300.00 �
12/O1/2015 145,300.00 -- 145,300.00
06/Ol/2016 145,300.00 -- 145,300.00
12/O1/2016 145,300.00 -- 145,300.00 �
06/O1/2017 145,300.00 $ 7,265,000.00 7,410,300.00 i
Total $ 726,500.00 $ 7,265,000.00 $ 7,991,500.00 I
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EXHIBIT D
Escrow Deposit ,
' I:�..�„Cash$0:43 ��.M�"�„�.�„'�,»�.'.��� �'
II. Other Obligations
Principal I
Description Mnturity Date Amount Yield Total Cost '
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SLGS-Cert. 06/01/2015 $ 133,126 0.01% $ 133,126.00 !
SLGS-Cert. 12/Ol/2015 118,517 0.11 118,517.00 �
SLGS-Note O6/Ol/2016 118,611 0.29 118,611.00 i
SLGS-Note 12/O1/2016 118,784 0.51 118,784.00 i
SLGS-Note 06/01/2017 7,384,086 0.71 7,384,086.00 ;
Total $ 7,873,124 $ 7,873,124.00
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�XHIBIT E
Escrow Funcl Cash Flow
—�---"�-'���'°�"' EsCrow Net Escrow�"'��E�C'�s�""�"��"�"Cash'�""�°'�';
Date Requirement Receipts Receipts Balance
03/10/2015 -- $ 0.43 $ 0.43 $ 0.43
O6/01/2015 $ 145,300.00 145,300.10 0.10 0.53
12/01/2015 145,300.00 145,300.15 0.15 0.68 !
06/O1/2016 145,300.00 145,299.40 (0.60) 0.08 ',
12/01/2016 145,300.00 145,300.41 0.41 0,49
06/01/2017 7,410,300.00 7,410,299.51 _�0.49� 0.00
$ 7,991,500.00 $ 7,991,500.00 $ 0.00 �
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APPENDIX A '
NOTICE OF REDEMPTIONX ,
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.�.."�.�"�-` Gr�nfCounty,Was�irig�'"on�.�.°"""""'"",�""""'"µ����"""`�`"�.,��
Limited Tax General Oblig�tion Bonds, 2007 �
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NOTICE IS HEREBY GIVEN that Grant County, Washington has called for redemption �
on Jt�ne l, 2017, the outstanding Limited Tax General Obligation Bonds, 2007 (the `Bonds") ,I
descri.bed below. I�
`I'he Bonds will be redeemed at a price of one hundred percent (100%) of their principal �
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amount, phis interest accri.ied to June 1, 2017. The redemption price of the Bonds is payable on �
presentation and surrender of the Bonds at the office of:
U.S. Bank National Association �;
Global Corporate Tnist Services I
111 Filmore Ave E i
St. Pat�l, MN 55107 ;
Interest on all Bonds or portions thereof which are redeemed shall cease to accnie on
June 1, 2017.
The following Bonds are being redeemed:
Manirity Years Principal Interest CUSIP
(December 1) Amounts Rates Nos.
2018 $ 605,000 4.00% 387802AU5
2019 630,000 4.00 387802AV3
2020 655,000 4,00 387802AW1
2021 680,000 4.00 387802AX9 ,
2022 710,000 4.00 387802AY7
2023 735,000 4.00 387802AZ4
= 2024 765,000 4.00 387802BA8 ,
2025 795,000 4.00 387802BB6 I
2026 830,000 4.00 387802BC4
2027 860,000 4.00 387802BD2
By Order of Grant County, Washington
U.S. Banle Natior�al Association, as Paying Agent
'k This notice shall be given not more than 60 nor less than 30 days prior to June 1,2017 by first class mail to ,
each registered owner of the Refiinded Bonds. In adciition notice shall be mailed at least 35 days prior to June 1,
2017 to The Depository Tnist Company of New York, New York; D.A, Davidson & Co., Moody's Investors '
Service,Fitch,Inc.,MBIA Insurance Corporation and to the Municipal Securities Rulemaking Board.
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Dated: '
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Withllolding of 28% of gross redemption proceeds of any payment made within fhe �I
United States iri.ay be required by the Jobs aricl Growtli Tax"'Relief'Recoriciliatioii`1-"1ct of�2003�---J--�
(the "AcY') unless the Paying Agent has the coz�rect taxpayer identification number (social �
security or employer identification number) or exemption certificate of the payee. Please fiirnish �
a properly coznpleted Fonn W-9 or exemption certificate or equivalent when presenting your �
Bonds. I
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APPENDIX B
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Notice of Defensance* j
Grant County, Washington j
Limited Tax General Oblig�tion Bonds, 2007 '
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned 'i
bonds wit� respect to which, pursuant to an Escrow Agreement dated March 10, 2015, by and i
between Grant County, Washington (the "County"), and U.S. Bank National Association, '
Seattle, Washington (the "Refiuld.ing Trt.istee"), the County has deposited into an escrow j
account, held by the Refiinding Tnistee, cash and non-callable direct obligations of the United
States of Amei°ica, the principal of and interest on which, when due, will provide money �
sufficient to pay each year, to and including the respective maturity or redeinption date of such
bonds so provided for, the principal thereof and interest thereon (the "Defeased Bonds"). Such
Defeased Bonds are thereFore deemed to be no longer outstanding pursuant to the provisions of
Resolution No. 07-120-CC of the County, authorizing the issuance of the Defeased Bonds, bu�
will be paid by application of the assets of such escrow account.
The Defeased Boncls are described as follows:
' Limited Tax General Obligation Bonds, 2007 (Dated September 26, 2007)
Mahirity Years Principal Interest CUSIP Call Date
(December 1) Amounts Rates Nos. (at 100%)
2018 $ 605,000 4.00% 387802AU5 06/Ol/2017
2019 630,000 4.00 387802AV3 06/Ol/2017
2020 655,000 4.00 387802AW1 06/O1/2017
2021 680,000 4.00 387802AX9 06/O1/2017
2022 710,000 4.00 387802AY7 06/O1/2017
2023 735,000 4.00 387802AZ4 06/O1/2017
2024 765,000 4.00 387802BA8 06/O1/2017
2025 795,000 4.00 387802BB6 06/O1/2017 '
2026 830,000 4.00 387802BC4 06/01/2017
2027 860,000 4.00 387802BD2 06/O1/2017
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. of the
Defeased Bonds described above, which certificate is in the principal amount of $
All of which has been defeased as described above.
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* This notice shall be given immediately by �rst class mail to each registered owner of the Defeased Bonds. In ,
�ddition notice shall be mailed to The Depository Trust Company of New Yarlc, New York; U.S. Bank National
Association, as Fiscal Agent; D.A. Davidson & Co., Moody's In.vestors Service, Fitch, Inc., MBIA InsLtrance
Corparation,and to the M�.rnicipal Securities Rulemalcing Board.
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COSTS OF ISSUANCE AGREEMENT �
GRANT COUNTY, WASHINGTON �
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2015
THIS COSTS OF ISSUANCE AGREEMENT, dated as of March 10, 2015 (herein,
together with any amendments or supplements hereto, called the "Agreemezlt"), is entered into �
by and between Grant County, Washington, (herein called the"County") and U.S, Bank National
Association, Seattle, Washington, as Refiinding Tn.istee (herein, togethar with any successor in i
such capacity, called the "Refiinding Triistee"). �
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WITNESSETH : �
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WHEREAS, pursuant to Resolution No. 15-014-CC, passed on Febn.lary 3, 2015 (the '
"Bond Resolution"), the County has determined to issue its Limited Tax General Obligation
Refunding Bonds, 2015 (the "Bonds"); and ;
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WHEREAS, simultaneo�isly herewith, the County is entering into an Escrow Deposit
Agreement, dated March 10, 2015 under which the Refiinding Tn.istee will hold invested i
proceeds ot'the Bonds in order to pay and redeem the �efiinded bonds under the ter�ns set forth '
therein; and
WHEREAS, certain proceeds of the Bonds will be delivered to the Refiinding Tnistee on
the date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the ,
Bonds; and '
WHEREAS, the Refiinding Tnastee has agreed, withot�t additional compensation to
disburse the Boi�d proceeds received to pay costs of issuance under the terms of this Agreement; ;
Section 1. Deposit in the Costs of Issuance Fund. �i
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The Refiinding Tn,istee has created on its books a special tilist fund and escrow fund to be �
known as the Costs of Issuance Fund. The Refiinding Trt,istee agrees that upon receipt it will i
deposit to the credit of the Costs of Issuance Fund Account the sum of$32,762.00 to pay those �
costs of issuance set forth on Exhibit A. Such deposit, all proceeds therefrom, and all cash
balances on deposit therein shall be the property of the Costs of Issuance Fund to pay those costs
of issuance set forth on Exhibit A upon receipt of invoices. If any of the $32,762.00 deposit �
allocated for costs of issuance for the Bonds remains unspent on May 10, 2015, the Refiinding
Trustee shall transfer such unspent amount to the County, and this Agreement shall be deemed
fiilly performed and terminated.
Section 2. Investments. ;
The Refiinding Tnistee shall not have any power or duty to invest or reinvest any money '
held hereunder. �
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Section 3. Limit�tion on Liability.
The liability of the Refitnding Tnistee to transfer funds for the payment of the costs of
issuance identifiecl herein shall be limited to the proceeds of the Bonds delivered to the �
Refunding Tnistee.
Section 4. Compensation.
The County shall pay to the Refunding Titiistee fees for performing the services �
hereunder and under the Escrow Agreement for the expezzses incurred or to be incurred by the i
Refiinding Trtistee in the administration of this Agreement and the Escrow Agreement pursuant �
to the terms of the Fee Schedule attached as Exhibit B. The Refiinding Tn.istee hereby agrees �
that in no event shall it ever assert any claim or lien against fiinds held under the Escrow
Agreement for any fees for its services, whether regular or extraordinary, as Refunding Trt�stee,
or in any other capacity, or for reimbursement for any of its expenses as Refiinding Tnistee or in �
any other capacity.
Section 5. Notice.
Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified rnail, postage prepaid addressed to the County or the Refi.inding Trt.istee at �
the address shown on Exhibit A to the Escrow Agreement. �
Section 6. Washington Law Governs.
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This Agreement shall be governed exclusively by the provisions hereof and by the �
applicable laws of the state of Washington. I
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EXECUTED as of t11e date first wxitten above. ;
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GRANT COUNTY, WASHINGTON i
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Treasurer i
U.S. BANK NATIONAL ASSOCIATION �I
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Allthorized Signatory �
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Exhibit A - Costs of Issuance Scheclule �'
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Exhibit B - Fee Schedule I�
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EXHII3IT A
Costs of Issaance �
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Bond Counsel Fee (K&L Gates LLP).,.....,e........ $ 19,500.00 �
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Refiinding Trtlstee Fee (U.S. B�nk National �
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Association).................................................... 1,200.00 �
Verification Agent Fee (Grant Thornton LLP).., 2,500.00
Rating Agency ree (Standard &Poor's) ......,...., 9,562.00 i
Total: .......................................................e...... $ 32,762.00 ��
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EXHIBIT B '
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FEE SCHEDULE
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