HomeMy WebLinkAboutResolution 16-207-CC GRANT COUNTY, WASHINGTON
SALES TAX/LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2017
RESOLUTION NO. 16-207-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, PROVIDING FOR THE ISSUANCE
AND SALE OF A SALES TAX/LIMITED TAX GENERAL OBLIGATION
REFUNDING BOND OF THE COUNTY IN THE AGGREGATE
PRINCIPAL AMOUNT OF NOT TO EXCEED $6,625,000 FOR THE
PURPOSE OF REFUNDING CERTAIN OUTSTANDING BONDS;
PROVIDING THE DATE, FORM, AND REPAYMENT TERMS OF SAID
BOND AND FOR THE ANNUAL LEVY OF TAXES TO PAY THE
PRINCIPAL OF AND INTEREST ON THE BOND; APPROVING THE
SALE OF SUCH BOND, AND RESCINDING RESOLUTION NO. 16-075-
CC.
ADOPTED ON DECEMBER 19, 2016
PREPARED BY:
K&L GaTEs LLP
SEATTLE,WASHINGTON
GRANT COUNTY,WASHINGTON
RESOLUTION NO. 16-207-CC*
TABLE OF CONTENTS
Pa�e
Section1. Definitions.............................................................................................................2
Section 2. Authorization of Bond..........................................................................................7
Section 3. Registration and Payments....................................................................................8
Section4. Prepayment ...........................................................................................................9
Section5. Form of Bond...................................................................................................... 10
Section 6. Execution of Bond.............................................................................................. 12
Section 7. Application of Bond Proceeds and Redemption of the Refunded Bonds........... 13
Section 8. Bond Fund; Reseive Fund .................................................................................. 16
Section 9. Pledge of Taxation and Credit............................................................................ 18
Section 10. Tax Covenants; Special Designation.................................................................. 19
Section 11. Sale of the Bond; In�ormation to Bank...............................................................21
Section12. Defeasance..........................................................................................................22
, Section 13. Severability.........................................................................................................23
' Section 14. Repeal and Rescission of Resohition No. 16-075-CC........................................23
* This table of contents is not a part o�this resolution; it is included for convenience of the
reader only.
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RESOLUTION NO. 16-207-CC
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
GRANT COUNTY, WASHINGTON, PROVIDING FOR THE ISSUANCE
AND SALE OF A SALES TAX/LIMITED TAX GENERAL OBLIGATION
REFUNDING BOND OF THE COUNTY 1N THE AGGREGATE
' PRINCIPAL AMOUNT OF NOT TO EXCEED $6,625,000 FOR THE
PURPOSE OF REFUNDING CERTAIN OUTSTANDING BONDS;
PROVIDING THE DATE, FORM, AND REPAYMENT TERMS OF SAID
BOND AND FOR THE ANNUAL LEVY OF TAXES TO PAY THE
PRINCIPAL OF AND 1NTEREST ON THE BOND; APPROVING THE
SALE OF SUCH BOND, AND RESCINDING RESOLUTION NO. 16-075-
CC.
WHEREAS, Grant County, Washington (the "County") issued its Sales Tax/Limited Tax
General Obligation Bonds, 2010 (Multi Agency Communications Center) pursuant to Resolution
No. 10-087-CC under date of November 23, 2010 (the "2010 Bond Resolution"), in the original
aggregate principal amount of $9,605,000 (the "2010 Bonds") which remain outstanding as
follows:
Maturity Years
(December 1) Principal Amounts Interest Rates
2017 $ 395,000 4.00%
2018 410,000 4.00
2019 425,000 4.00
2020 440,000 4.00
2025 2,540,000 5.00
2030 3,230,000 4.90
; and
WHEREAS, the 2010 Bond Resolution authorizes the defeasance and redemption of the
2010 Bonds maturing on and after December 1, 2021 (the "Refunded Bonds"), in whole or in
part on any date on or after December 1, 2020, at a price of par plus accrued interest to the date
of redemption; and
WHEREAS, the County is authorized by RCW chs. 36.67 and 39.46 to issue general
obligation bonds; and
WHEREAS, after due consideration it appears to the Board of County Commissioners
(the "Board") of the County that the Refunded Bonds may be defeased and refitnded by the
proceeds of the bond herein authorized in total principal amount of not to exceed $6,625,000
authorized herein(the "Bond"); and
WHEREAS, the County has received the offer of JPMorgan Chase Banlc, NA (the
`Banlc"), dated November 23, 2016, to purchase the Bond, and the Board wishes to accept such
offer on the tenns and conditions set forth therein and herein;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF GRANT COUNTY, WASHINGTON, as follows:
Section 1. Definitions. As used in this resolution, the following words shall have the
following meanings:
Acquirecl Obligations means the Government 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.
Ba�zk means JPMorgan Chase Bank, NA, Portland, Oregon, and any business successor
thereto.
BoaNcl means the Board of County Commissioners, the general legislative body of the
County, as constituted from time to time.
Bor�cl means the Sales Tax/Limited Tax General Obligation Refunding Bond, 2017 of the
County issued pur.suant to this resohition with a principal amount of not to exceed $6,625,000.
Bond Fu�zcl means the "MACC Bond" as described in Section 8 hereof.
Boncl Regaster means the registration records maintained by the Bond Registrar for the
purpose of identifying ownership of the Bond.
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Bor�d Registrar� ineans U.S. Bank National Association, the curt•ent fiscal agent of the
State of Washington, as designated by the Treasurer, for the purposes of registering and
authenticating the Bond, maintaining the Bond Register, effecting the transfer of ownership of
the Bond and paying interest on and principal of the Bond.
Call Date means December 1, 2020.
Code means the federal Internal Revenue Code of 1986 as amended from time to time,
and the applicable regulations thereunder.
Costs of Issuance Agreement means the agreement of that name, to be entered into by
the County and the Escrow Agent.
County means Grant County, Washington, a political subdivision dtitly organized and
existing by virtue of the Constitution and laws of the State of Washington.
Coacnty RepNesentative means the Treasurer of the County.
DefaultRate means the Fixed Rate, phis 1.50% (150 basis points).
EscNowAgentmeans U.S. Bank National Association, Seattle, Washington.
Esc�^ow Agreenzent means the Escrow Deposit Agreement to be dated as of the date of
closing and delivery of the Bond.
Event of Defaaclt means the occurrence of any of the following:
(i) a failure to pay principal or intarest on the Bond when due, as provided in this
resolution, and the Bond; or
(ii) a failure by the County to comply with any of its obligations, or to perform any of
its duties, under this resolution or the Bond, which failure continues, and is not cured, for a
period of more than 60 days after the Registered Owner has made written demand on the
County to cure such failure; or
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(iii) a material misrepresentation to the Bank by the County in this resolution or the
Bond, as reasonably concl.uded by the Bank after invastigation and discussion with the County.
GoveNn�zent Obligations has the meaning given such term in Chapter 39.53 RCW, as the
same may be amended or restated from time to time.
Fixe�l Rate means a rate of 2.20%per annum.
MACC means the Multi Agency Cornlnunications Center created through an Interlocal
Agreement for the purpose of providing a consolidated public service 9-1-1 dispatching center
for the County.
MACC Bonds mean the 2010 Bonds, the 2014 Bonds, the Bond and any general
obligation bonds of the County issued in the future for the purpose of funding capital purposes of
MACC and supported by the 911 Sales Tax.
MACC Funds mean other legally available fiinds of the MACC, including user fees, to
the extent not required to be used to pay operational expenses of the MACC.
Mc�tuNity Date means December 1, 2030.
911 Sales Tcrx means the tax imposed in the County pursLtant to RCW 82.14.420 and a
vote the electors held on November 8, 2005 and shall include any such taxes subsequently
approved by the voters for the funding of MACC purposes.
Przvate PeNson ineans any natural person engaged in a trade or business or any trust,
estate, partnership, association, coinpany or corporation.
I'Nivate PeNson Use means the use of property in a trade or business by a Private Person
if such use is other than as a meinber of the general public. Private Person Use includes
ownership of the property by the Private Person as well as other arrangements that transfer to the
Private Person the actual or beneficial use of the property (such as a lease, management or
incentive payment contract or other special arrangement) in such a manner as to set the Private
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Person apart from the general public. Use of property as a member of the general public includes
attendance by the Private Person at municipal meetings or business rental of property to the
� Private Person on a day-to-day basis if the rental paid by such Private Person is the same as the
rental paid by any Private Person who desires to rent the property. Use of property by nonprofit
community groups or community recreational groups is not treated as Private Person Use if such
use is incidental to the governmental uses of property, the property is made available for such
use by all suc1� community groups on an equal basis and such community groups are charged
only a de�ninirnis fee to covar custodial expenses.
Refun�le�l Bonds means the 2010 Bonds maturing on or after December 1, 2021.
Registerecl OwneN means the person named as the registered owner of the Bond in the
Bond Register.
ReseNve Funcl means the "MACC Bond Reserve" created and maintained in the office of
the Treasurer pursuant to Section 8 o�Resolution No. 10-087-CC.
Reserve Reqacire�zent means, with respect to MACC Bonds, the least of(a) 10% o�the
net proceeds of each series of MACC Bonds, (b)maximum annual debt service on outstanding
MACC Bonds, (c) 1.25 times average annual debt service on outstanding MACC Bonds or
(d) such lesser amount as shall be required to inaintain the exemption of interest of the Bond
from taxation under the Code. The Reserve Requirement may be recalculated upon each
payment of principal of MACC Bonds.
Treasu�er means the treasurer of the County pursuant to RCW Ch. 36.29, as amended
from time to time.
2010 Bond Resolaition means Resolution No. 10-087-CC adopted on November 23,
� 2010.
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2010 Bon�ls means the Sales Tax/Limited Tax General Obligation Bonds, 2010 (Multi
Agency Communications Center), of the County issued under date of December 7, 2010, and
presently outstanding in the aggregate principal amount of$7,440,000.
2014 Boncls means the Sales Tax/Limited Tax General Obligation Bonds, 2014 (Multi�
Agency Coinmunications Center), of the County issued under date of Deceinber 23, 2014 in the
, initial aggregate principal amount of$7,485,000.
Rules of Interpretation. In this resolution,unless the context otherwise requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this resolution, refer to this resolution as a whole and not to any particular
article, section, subdivision or clause hereof, and the term "hereafter" shall mean after, and the
term "heretofore" shall mean before, the date of this resolution;
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singialar number shall mean and include
the plural number and vice versa;
(c) Worcls importing persons sha11 include firms, associations, partnerships (including
liinited partnerships), trt.ists, corporations and other legal entities, including 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 constitute a part of this resolution, nor shall they affect
its meaning, construction or effect;
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
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Section 2. Authoi-ization of Bond. The County shall issue and sell to the Bank its
' sales tax/limited tax general obligation refunding bond in the principal amount of not to exceed
$6,625,000 (the `Bond") to provide funds For the purpose of refunding the Refunded Bonds and
, paying the costs of issuance of th� Bond. The Bond shall be designated "Grant County,
Washington, Sales Tax/Limited Tax General Obligation Refiinding Bond, 2017," shall be dated
as of the date of its delivery to the Bank, shall be fully registered as to both principal and interest,
shall be issued as a single fully registered bond, and shall be numbered in such manner and with
any additional designation as the Bond Registrar deems necessary for purposes of identification.
The Bond shall bear interest on unpaid principal from its date or the most recent date to
which interest has been paid at the Fixed Rate. Interest on the Bond shall be calculated on the
basis of a year of 360 days and twelve 30-day months. Interest shall be payable semiannually on
each JLtne 1 and December 1, commencing June 1, 2017 to the Maturity Date. Principal shall be
payable annually on each Deceinber 1, commencing on December 1, 2017 to the Maturity Date.
The amortization schedule for the Bond shall be set forth in the Bond.
If an Event of Default is continuing, the Registered Owner may increase the interest rate
on the Bond to the Default Rate by notice to the County and the Bond Registrar. The Default
Rate will be in effect while the Event of Default is continuing. In addition, in the Event of
Default the R.egistered Owner may exercise any remedy available at law or in equity, other than
acceleration. No xemedy shall be exchisive. The Registered Owner may waive any Event of
Default, but no such waiver shall extend to a subsequent Event of Default. If the Registered
Owner reasonably incurs any expenses in connection with enforcing its rights under this Section,
the County shall pay to the Registered Owner, on cleinand, the Registered Owner's reasonable
costs and reasonable attorneys' fees, whether at trial, on appeal or otherwise, including any
allocated costs of in-house counsel.
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Section 3. Registration and Pa, i�.
(a) Bond Registrar/Bond Registe�^. The Board hereby requests that the Treasurer
specify and adopt the system of registration approved by the Washington State Finance
Committee from time to time through the appointment of state fiscal agents (the "Bond
Registrar"). The Bond Registrar shall lceep, or cause to be kept, at its principal corporate trust
office, sufficient records for the registration and transfer of the Bond (the "Bond Register"),
which shall be open to inspection by the County. The Bond Registrar is authorized, on behalf of
the County, to authenticate and deliver the Bond transferred or exchanged in accordance with the
provisions of such Bond and this resolution and to carry out all of the Bond Registrar's powers
and duties under this resolution. The Bond Registrar shall be responsible for its representations
contained in the Certificate of Authentication on the Bond.
(b) Registe�ecl Ownership. The County and the Bond Registrar may deem and treat
the Registered Owner of the Bond as the absohite owner for all purposes, and neither the County
nor the Bond Registrar shall be affected by any notice to the contrary. Payment of the Bond
shall be made only as described in Section 3 hereof, but such registration may be transferred as
herein provided. All such payments made as described in Section 3 shall be valid and shall
satisfy the liability of the County upon the Bond to the extent o�the amount or amounts so paid.
(c) Ti^ansfeN oN Exchc�nge of Registe�ecl Ownership. The Registered Owner may only
transfer the Bond to (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933 (the
"Act"), as amended; (ii) an insurance company, as defined in Section 2(13) of the Act, as
amended; or (iii) a "Qualified Institutional Buyer" as that term is defined in Rule 144A under the
Act, as amended, at the time of the transfer. Any transfer of the Bond must be in accordance
with the Bond Resolution.
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(d) Regist�c�tion Covenc�nt. The County covenants that, until the Bond has been
surrendered and canceled, it will maintain a system for recording the ownership of the Bond that
complies with the provisions of Section 149 of the Code.
(e) Plc�ce cznd Medzzc�n of Payment. Principal installments of the Bond shall be
payable in lawful money of the United States of America. Upon payment of the final installment
' of principal of the Bond, the Bond shall be presented and surrendered by the Registered Owner
at the principal office of the Bond Registrar for cancellation.
Section 4. Prepayment. The County reserves the right to prepay principal of the
Bond, in whole or in part, on any date on or after December 1, 2026, at a prepayment price equal
to 100% of tihe principal amount prepaid phis accrlied interest to the date fixed for prepayment.
The County shall provide the Bank with 10 days prior written notice of any such prepayment. A
partial prepayment with respect to the Bond shall not result in a change to its amortization
schedule, and the Bond shall not be ra-amortized but will result in an adjustment to the principal
and interest portions of subsequent debt service payments and earli.er retirement of the prepaid
Bond.
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Section 5. Forin of Bond. The Bond shall be in substantially the following fonn:
THIS BOND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE"SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
STATE OR JURISDICTION, THIS BOND IS SUBJECT TO CERTAlN TRANSFER
RESTRICTIONS AS PROVIDED 1N THE BOND RESOLUTION DESCRIBED BELOW
' AND MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSIJANT TO THE TERMS THEREOF.
UNITED STATES OF AMERICA
NO. R-1 $
STATE OF WASHINGTON
GRANT COUNTY
SALES TAX/LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, 2017
INTEREST RATE: 2.20%
MATURITY DATE: DECEMBER 1, 2030
REGISTERED OWNER: JPMORGAN CHASE BANK,NA
811 SW 6TH AVENUE
FLOOR 2
PORTLAND, OREGON 97204
TAX IDENTIFICATION#: 13-4994650
PRINCIPAL AMOUNT: THOUSAND AND NO/100
DOLLARS
GRANT COLTNTY, WASHINGTON (the "County"), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner identified above, or registered
assigns, the Principal Ainount specified above, together with interest thereon, at the Interest Rate
specified above, calculated on the basis of a 360-day year consisting of twelve 30-day inonths.
Principal and interest shall be repaid in installments set forth below:
AMORTIZATION SCHEDULE
Payinent Date Principal Amount Interest Total
Both principal of and interest on this bond are payable in lawful money of the United
States of America. This bond shall bear interest on unpaid principal from its date or the most
' recent date to which interest has been paid. The final payment of principal of and interest on this
bond shall be paid to the Registered Owner hereof upon presentation and surrender of this bond
to the fiscal agent of the state of Washington, currently U.S. Bank National Association, as,
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authenticating agen.t and paying agent or such other agent as may be appointed by the Grant
County Treasurer(the"Bond Registrar").
This bond is issued pursuant to Resolution No. 16-207-CC of the County (the `Bond
Resolution"), to provide funds to refund outstanding sales tax/limited tax general obligation
bonds of the County and pay costs of issuance. Capitalized terms appearing on this bond and not
otherwise defined herein shall have the meanings given such terms in the Bond Resohition.
' The County reserves the right to prepay principal of this bond in advance of the
scheduled payments set forth above, in whole or in part, on any date on or after December 1,
2026, as set forth in the Bond Resolution.
This bond is not transferable, except as provided in the Bond Resolution.
The County has designated this bond as a "qualified tax-exempt obligation" for
investment by financial institutions under Section 265(b) oFthe Code.
The County has pledged proceeds of the sales and use taxes collected by the CoLtnty
pursuant to RCW 82.14.420 to the repayment of this bond. In the event the sales and use tax
funds and other MACC funds are insufficient, the County will then draw upon the Reserve Fund
to meet such deficiency, and as fiirther security for the repayment of this bond, the County
hereby irrevocably covenants and agrees with the owner of this bond that, to the extent such
sales and use tax receipts are insufficient, it will include in its annual budget and levy taxes
annually, within and as a part of the tax levy permitted to counties without a vote of the
electorate, upon all the property subject to taxation in amounts sufficient, together with other
revenues and money legally available therefor, to pay the principal of and interest on this bond as
the same shall become due. The full faith, credit and resources of the County are hereby
irrevocably pledged for the annual levy and collection of such taxes and the prompt payment of
such principal and interest.
The pledge of tax levies for payment of principal of and interest on this bond may be
discharged prior to maturity of this bond by making provision for the payment thereof on the
terms and conditions set forth in the Bond Resolution.
This bond shall not be valid or become obligatory for any pltrpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon sha11
have been manually signed by or on behalf of the Bond Registrar or its duly designated agent.
It is hereby certified that all acts, conditions and things required by the Constitution and
statutes of the State of Washington to exist, to have happened, been done and performed
precedent to and in the issuance of this bond have happened, been done and performed and that
the issuance of this bond does not violate any constitutional, statutory or other limitation upon
the amount of bonded indebtedness that the County may incur.
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IN WITNESS WHEREOF, Grant County, Washington, has 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 County to be impressed, imprinted, or otherwise reproduced
hereon, as of this Sth day of January, 2017.
[SEAL]
GRANT COUNTY, WASHINGTON
/s/facsimile or manual si�nature
Chair of the Board of
County Commissioners
ATTEST:
/s/facsimile or manual si ature
Clerk of the Board of
County Commissioners
The Bond Registrar's Certificate of Authentication on the Bond shall be in substantially
the following form:
CERTIFICATE OF AUTHENTICATION
Date of Authentication: January 5, 2017
This is the Sales Tax/Limited Tax General Obligation Refunding Bond, 2017, of Grant
County, Washington, as described in the within mentioned Bond Resolution and dated this Sth
day of January, 2017.
WASHINGTON STATE FISCAL AGENT,
as Bond Registrar
By
Authorized Signer
Section 6. Execution of Bond. The Bond shall be executed on behalf of the Countiy
with the manual or facsimile signatures of the Chair of the Board ancl the Clerk of the Board, and
the corporate seal of the County shall be impressed, imprinted or otherwise reproduced thereon.
In case either or both of the officers who shall have executed the Bond shall cease to be
an officer or officers of the County before the Bond so signed shall have been authenticated or
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delivered by the Bond Registrar, or issued by the County, such Bond inay nevertheless be
authenticated, delivered and isstled, and upon such authentication, delivery and issuance, shall be
as binding upon the County as though fhose who signed the same had continued to be such
officers of the County. The Bond also may be signed and attested on behalf of the County by
such persons as at the actual date of execution of the Bond shall be the proper officers of the
County although at the original date of the Bond any such person shall not have been such
officer of the County.
Only such Bond as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Bond Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this resolution. Such Certificate of Authentication shall
be conclusive evidence that the Bond so authenticated has been duly executed, authenticated and
delivered hereunder and are entitled to the benefits of this resolution.
Section 7. A1�plication of Bond Proceeds and Redemption of the Refiinded Bonds.
(a) Refianc�ing. A portion of the proceeds of sale of the Bond in the dollar amount
certified by the County to the Escrow Agent shall be deliverecl to the Escrow Agent for the
purpose of defeasing the Refunded Bonds and paying related costs of issuance.
Money received by the Escrow Agent from Bond proceeds and other money provided by
the County, if any, sha11 be used immediately by the Escrow Agent upon receipt thereof in
accordance with the terms of the Escrow Agreement to defease the Refunded Bonds as
authorized by the 2010 Bond Resolution, and to pay costs of issuance ot'the Bond. The County
shall defease the Refiinded Bonds and discharge such obligations by the use of money deposited
with the Escrow Agent to purchase certain Government Obligations (which obligations so
purchased, are herein called "Acquired Obligations"), bearing such interest and maturing as to
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principal and interest in such amounts and at such times which, together with any necessary
beginning cash balance, will provide for the payment of each of the Refunded Bonds:
. (1) interest on the Refiinded Bonds coming due on each date on which interest
is due and payable, to and including the Call Date; and
(2) the redemption price of the Refunded Bonds (100% o� the principal
amount thereo� on the Call Date.
Such Acquired Obligations shall be purchased at a yield not greater than the yield
permitted by the Code and regulations relating to acquired obligations in connection with
refunding bond issues.
(b) Appointment of Escrow Agent. The County hereby selects U.S. Bank National
Association, Seattle, Washington to act as the Escrow Agent for the Refunded Bonds (the
"Escrow Agent"). The Bond proceeds designated in the foregoing subsection together with a
cash contribution from the County, if any, shall be transferred to the Escrow Agent in order to
implement the refunding plan. A beginning cash balance, if any, and Acquired Obligations shall
be depositecl irrevocably with the Escrow Agent in an amount sufficient to defease the Refunded
Bonds. The proceeds of the Bond 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
Bond and/or returned to the County for the payinent of such expenses. The County
Representative is hereby further authorizecl to select a verification agent who will confirm the
accuracy of certain financial information regarding the fiinds to be deposited with the Escrow
Agent and the impleinentation of the refiinding plan.
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(c) Cczll For Rec�emption of the Refunded Bonds. The County hereby inevocably sets
' aside sufficient fiinds out of the purchase of Acquired Obligations from proceeds of the Bond 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 2010 Bond Resolution authorizing the redemption and
retirement of the Refunded Bonds prior to their fixed maturities.
Said defeasance and call for redemption of the Refitnded Bonds shall be effective and
irrevocable after the final establishinant of the escrow accoltnt and delivery of the Acquired
Obligations to the Escrow Agent.
The Escrow Agent is hereby authorized and directed to provide for the giving of notice of
the redemption of the Refunded Bonds in accordance with the applicable provisions of the 2010
Bond Resolution. The Treasurer of the County is authorized and requested to provide whatever
assistance is necessary to accomplish such redemption and the giving of notice therefor.
The Escrow Agent is hereby authorized and directed to pay to the fiscal agent or agents
of the State of Washington, sums sufficient to pay, when due, the payments specified in this
Section. All such sums shall be paid from the moneys and Acquired Obligations deposited with
said Escrow Agent pursuant to the previous section of this resohttion, and the income therefrom
and proceeds thereoF All inoneys and Acquired Obligations deposited with said bank and any
income therefrom shall be credited to a refiinding account and held, invested (but only at the
direction of the Treasurei•) and applied in accordance with the provisions of this resolution and
with the laws of the State of Washington for the benefit of the County and owners of the
Refunded Bonds.
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I
I
I
The County will take such actions as are found necessary to see that all necessary and ':
�
proper fees, compensation and expenses of the Escrow Agent for the Refiinded Bonds sha11 be i
i
paid when due. '
�
(d) Esc�ow Ag�eement/Costs of Isszcance Agreement. The County Represantative is I
i
I
authorized and directed to execute and deliver to the Escrow Agent an Escrow Deposit I
�
Agreement (the "Escrow Agreement") and a Costs of Issuance Agreement (the "Costs of I
Issuance Agreement").
The County hereby irrevocably sets aside for and pledges to the payinent of the Refunded
I
Bonds the moneys and obligations to be deposited with the Escrow Agent pursuant to the Escrow
I
Agreement to accomplish the plan of refunding and defeasance of the Refiinded Bonds set forth �
I
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
i
Fund for the purposes set forth above. j
i
Section 8. Bond Fund; Reserve Fund. ;
I
(a) Bond Fzcncl. A fund of the County known as the "MACC Bond" has been created �
I
in the office of the County Treasurer. The taxes hereafter levied for the purpose of paying i
i
principal of and interest on the Bond and other funds to be used to pay the Bond shall be
I
deposited in the Bond Fund no later than the date such fitnds are required for the payment of
I
principal of and interest on the Sond. The Bond Fund shall be drawn ttpon for the sole purpose '
of paying the principal of and interest on the Bond. Money in the Bond Fund not needed to pay I
the interest or principal next coining due may temporarily be deposited in such institutions or �
invested in such obligations as may be lawfiil for tha investment of County money. '
(b) Rese�ve Funcl. A fiind of the County lcnown as the "MACC Bond Reserve" has ;
been created in the office of the County Treasurer. The Reserve Fund shall be maintained for the
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purpose of securing the payinent of the principal of and interest on all MACC Bonds. The �
County covenants and agrees that from and after the closing and delivery of the Bond, it will at
all times maintain an amount in the Reserve Fund at least equal to the Reserve Requirement
except for withdrawals therefroin authorized hereinafter, at all times for so long as any MACC
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Bonds reinain outstanding. ,
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If the balances on hand in the Reserve Fund are sufficient to satisfy the Reserve �
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Requirement, interest earnings shall be applied as provided in the following sentences. �
Whenever there is a sufficient amount in the Bond Fund, including the Reserve Fund and the �
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Bond Fund to pay the principal of and interest on all outstanding MACC Bonds, the money in �
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the Reserve Fund may be used to pay such principal and interest. As long as the money left '
remaining on deposit in the Reserve Fund is equal to the Reserve Requirement, money in the
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Reserve Fund may be used to pay the principal of and interest on MACC Bonds as the same �
becomes due and payable. The County also may transfer out of the Reserve Fund any money �
required in order to prevent any MACC Bonds from becoming "arbitrage bonds" under the '
Code. ;
i
If a deficiency in the Bond Fund shall occur as a result of insufficient collections of the '
911 Sa1es Taxes, and other MACC Funds have not been deposited into the Bond Fund, such �
deficiency shall first be made up from the Reserve Fund by the withdrawal of cash therefrom for I
that purpose and by the sale or redemption of obligations held in the Reserve Fund, in such i
amounts as will provide cash in the Reserve Fund sufficient to make up any such deficiency with �
�
respect to the Bond. Any deficiency created in the Reserve Fund by reason of any such '
withdrawal and transfer to the Bond Fund shall then be made up within one year of the date of j
;
withdrawal from 911 Sales Tax receipts, other MACC Funds or other legally available funds. ;
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(c) Applzccction and InvestnZent of Moneys in the Bond Fund and ReseNve Funcl.
Money in the Bond Fund and Reseive Fund may be invested as permitted by law.
Investments in the Bond Fund shall mature prior to the date on which such money shall
be needed for required interest or principal payments. Investments in the Reserve Fund shall
mature not later than the last maturity of any then outstanding MACC Bonds. All interest earned
and income derived by virtue of such investments shall remain in the Bond Fund or the Reserve
Fund, as specified by the Treasurer, and be used to meet the required deposits therein.
Section 9. Pled�e of Taxation and Credit. The County hereby pledges and covenants
that all taxes imposed and collected pursuant to RCW 82.14.420 ("911 Sales Tax") shall be
applied as a priority for the payment of debt service on the Bond. In addition, other MACC
Funds, if not then required for operational purposes, shall be deposited into the Bond Fund, if
required. As an additional priority, the Reserve Fund shall be drawn upon to pay debt service on
MACC Bonds. As additional security for the repayment of the Bond and to the extent 911 Sales
Tax collections, other MACC Funds and money on hand in the Reserve Fund is insufficient for
the payment of debt service on MACC Bonds, the County hereby irrevocably covenants and
agrees for as long as the Bond is outstanding and unpaid that each year it will include in its
budget and levy an czd vc�lo�em tax upon all the property within the County subject to taxation in
an amount that will be sufficient, together with all other revenues and money of the County
legally available for such purposes, to pay the principal of and interest on the Bond as the same
shall become due. All of such taxes so collected and any other money to be used for such
purposes shall be paid into tha Bond Fund.
The County hereby irrevocably pledges that the annual tax provided for harein to be
levied for the payment of such principal and intarest shall be within and as a part of the tax levy
perinitted to counties withoizt a vote of the people, and that a sufficient portion of each annual
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levy to be levied and collected by the County prior to the full payment of the principal of and
interest on the Bond will be and is hereby irrevocably set aside, pledged and appropriated for the
payment of the principal of and interest on the Bond.
The full faith, credit and resources of the County are hereby irrevocably pledged for the
annual levy and collection of said taxes and for the prompt payinent of the principal of and
interest on the Bond as the same shall becoine due. '
The County reserves the right to pledge the MACC Funds to the payment of other
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obligations on an equal basis with the Bond as long as the fiill faith, credit and resources of the i
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County have also been irrevocably pledged for the timely payment of such principal and interest, �
within the constitutional and statutory limitations applicable to non-voted general obligations. �
Section 10. Tax Covenants; Special Desi nation.
(a) No ArbitNage or^P�ivccte Activity Bonds. The County hereby covenants that it will ;
not malce any use of the proceeds from the sale of the Bond or any other funds of the County that ,
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may be deemed to be proceeds of such Bond pursuant to Section 148 of the Code that will cause �
the Bond to be an "arbitrage bond" within the meaning of said Section. The County will comply ''
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with the applicable requirements of Section 148 of tha Code (or any successor provision thereof ;
applicable to the Bond) throughout the term of the Bond.
The County fiirther covenants that it will not talce any action or permit any action to be ;
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taken that would cause the Bond to constitute "private activity bonds" under Section 141 of the i
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Code. �
(b) Private Per^son Use Limitation foN Bonc�. The County covenants that for as long
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as the Bond is outstanding, it will not permit:
(1) More than 10% of the Net Proceeds of the Bond to be allocated to any j
Private Person Use; and �
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, I
(2) More than 10% of the principal or interest payments on the Bond in a
Bond Year to be directly or indirectly: (A) secured by any interest in property used or to be used
for any Private Person Use or secured by payments in respect of property used or to be used for
any Private Person Use, or (B) derived from payinents (whether or not made to the County) in
respect of property, or borrowed money,used or to ba used for any Private Person Use,
The County further covenants that, if:
(3) More than five percent of the Net Proceeds of the Bond are allocable to
any Private Person Use; and
(4) More than five percent of the principal or interest payments on the Bond
in a bond year are (under the terms of this resohition or any underlying arrangement) directly or
indirectly: (A) secured by any interest in property used or to be used for any Private Person Use
or secured by payments in respect of property used or to be used for any Private Person Use, or
(B) derived from payments (whether or not made to the County) in respect of property, or
borrowed money, used or to be used for any Private Person Use, then, (i) any Private Person Use
of the projects described in subsection(3) hereof or Private Person Use payments desci-ibed in
subsection(4) hereof that is in excess of the five percent limitations described in such
subsections (3) or (4) will be for a Private Person Use that is related to the state or local
governmental use of the projects financed and refinanced with Bond proceeds, and (ii) any
Private Person Use will not exceed the amount of Net Proceeds of the Bond used for the state or
local governmental use portion of the projects to which the Private Person Usa of such portion of
such projects relate. The County further covenants that it will comply with any limitations on
the use of the projects by other than state and local governmental users that are necessary, in the
opinion of its bond counsel, to preserve the tax exemption o� the interest on the Bond. The
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covenants of this section are specified solely to assure the continued exemption from regular
income taxation of the interest on the Bond.
(c) Designation uncle�Section 265(b) of the Code. The County hereby designates the
Bond as a"qualified tax-exempt obligation"under Section 265(b)(3) of the Code for banks, thrift
institutions and other financial institutions. Tha County does not anticipate that it will issue
more than$10,000,000 in qualified tax�exempt obligations during the year 2017.
Seetion 11. Sale of the Bond; Information to Banlc.
(a) Sale of the Boncl. The County heraby ratifies and confirms its acceptance of the
Bank's offer dated November 23, 2016, to purchase the Bond on the terms specified therein and
in this resolution. The County shall pay the Bank's legal counsel fee of$4,000, which shall be
payable upon the closing and delivery of the Bond. The proper County officials are hereby
authorized and directed to do everything necessary for the prompt execution and delivery of the
Bond to the Bank and for the proper application and use of the proceeds of the Bond.
The County acknowledges that the Banlc will make a loan by purchasing the Bond under
the following additional conditions: (a) the Bond is not being registered under the Securities Act
of 1933 and is not being registexed or otherwise qualified for sale under the "Blue Sky" laws and
regulations of any state; (b) the Bank will hold the Bond as one single debt instrument; (c) no ;
i
CUSIP numbers will be obtained for the Bond; (d) no official statement has been or will be �
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prepared in connection with the private placement of the Bond with the Bank; (e) the Bond will �
�
not close through The Depository Trust Company or any similar repository and will not be in '
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book entry form; and (� the Bond is not listed on any stock or other securities exchange. '
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(b) Informc�tion to Bcznk. The County shall provide the Bank (i) within 180 days after �
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the end of each fiscal year, a copy of the unaudited financial statements of the County for that j
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fiscal year, prepared (except as noted in the financial statements) in accordance with generally �
;
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i
accepted accounting principles applicable to governmental units of the State of Washington such
as the County, as such principles may be changed from time to time; (ii) annual audited financial
stateinents within 30 days of receipt, prepared in accordance with generally accepted accounting
principles applicable to local governtnental units of the State of Washington such as the County,
as such principles may be changed froin time to time; (iii) promptly after adoption by the
County, the budget of the County for each fiscal year; and (iv) such other financial information
of the County as the Bank may froin time to time reasonably request.
Section 12. Defeasance. The County may defease the Bond, which shall result in the
Bond being paid solely from the inoney and Government Obligations deposited with an
independent trustee or escrow agent, and the County shall have no fiirther obligation to pay the
defeased Bond from any source except the ainounts deposited in the escrow. Bonds shall be
deemed defeased if the County:
A. irrevocably deposits money or noncallable Government Obligations in
escrow with an independent trustee or escrow agent which are calculated to be sufficient for the
payment of Bonds which are to be defeased without reinvestment;
B. where the escrow will be funded in whole or in part with Government
Obligations, files with the escrow agent or trlistee an opinion from an independent, certified
public accountant to the effect that the inoney and the principal and interest to be received from
the Government Obligations are calculated to be sufficient, without fiirther reinvestment, to pay
the defeased Bonds when due; and
C. files with the escrow agent or trustee an opinion of nationally recognized
Bond counsel that the proposed defeasance will not materially advarsely affect the excludability
of interest on the defeased Bond under the Code.
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Section 13. Severabilitv. If any one or more of the covenants or agreements provided
in this resolution to be performed on the part of the County shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deeined 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 Bond.
Section 14. Repeal and Rescission of Resolution No. 16-075-CC. The County does
hereby rescind the authority of the County to issue not to exceed $6,950,000 principal amount of
sales tax/limited tax general obligation refunding bonds, 2017 in a negotiated sale referred to in
Resolution No. 16-075-CC. Such authorization has been given within this resolution to allow for
the issuance of not to exceed$6,625,000 in a sales tax/limited tax general obligation refunding
bond, 2017 in a private placement with a bank. Resolution No. 16-075-CC is hereby rescinded
and rapealed in its entirety.
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ADOPTED this 19th day of December, 2016.
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
�� ����;5�
Cindy Carter, Chair
1
Carolann Swartz, Member
a ���� Y -
a
Richard Stevens, Member
AT � T:
..-�- � "U
� �,
C erk of the Board �
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CERTIFICATE
I, the undersigned, Clerk of the Board of County Commissioners of Gran.t County,
Washington (herein called the "Board") and keeper oF the records of the County, DO HEREBY
CERTIFY:
1. That the attached Resohition is a true and correct copy of Resolution
No. 16-207-CC of the County (herein called the "Resolution"), as finally adopted at a regular
meeting of the Board held on the 19th day of December, 2016, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by 1aw, due and proper notice of such meeting was given; that
quorum of the Board was present throughout the meeting and a legally sufficient number of
members of the Board voted in the proper manner for the 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 am authorized to execute this
certificate.
TN WITNESS WHEREOF, I have hereunto set my hand this 19th day of December,
2016.
G�- 1,.�.
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Clerlc of t Bo �
500168373 v1