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HomeMy WebLinkAboutResolution 95-033-CCRESOLUTION NO. 95 -33 -CC A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE OF A ROAD IMPROVEMENT DISTRICT NO. 93-3 BOND IN THE PRINCIPAL AMOUNT OF $184,915; PROVIDING THE AMOUNT, DATE, DESIGNATION AND FORM OF THE BOND; PROVIDING FOR REGISTRATION AND AUTHENTICATION OF THE BOND; PROVIDING FOR THE SALE OF THE BOND; PROVIDING THAT INTEREST ON THE BOND SHALL BE PAID ANNUALLY; PROVIDING CERTAIN COVENANTS WITH RESPECT TO FEDERAL TAX LAW; PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO RESOLUTION NO. 95 -33 -CC A RESOLUTION OF THE BOARD OF COUNTY COMIVIISSIONERS OF GRANT COUNTY, WASHINGTON, AUTHORIZING THE ISSUANCE OF A ROAD IMPROVEMENT DISTRICT NO. 93-3 BOND IN THE PRINCIPAL AMOUNT OF $184,915; PROVIDING THE AMOUNT, DATE, DESIGNATION AND FORM OF THE BOND; PROVIDING FOR REGISTRATION AND AUTHENTICATION OF THE BOND; PROVIDING FOR THE SALE OF THE BOND; PROVIDING THAT INTEREST ON THE BOND SHALL BE PAID ANNUALLY; PROVIDING CERTAIN COVENANTS WITH RESPECT TO FEDERAL TAR LAW; PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO GRANT COUNTY, WASHINGTON ROAD IMPROVEMENT DISTRICT NO. 93-3 BOND PRINCIPAL AMOUNT OF $184,915 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF GRANT COUNTY, WASHINGTON as follows: WHEREAS, Grant County, Washington (the "County"), is a third-class county duly organized, existing and operating under and by virtue of the Constitution and laws of the State of Washington; WHEREAS, the County is authorized and empowered to create road improvement districts and to conduct proceedings pursuant to chapter 36.88 RCW; WHEREAS, the Board of County Commissioners (the "Board"), by Resolution No. 93 -51 -CC, adopted on May 25, 1993, duly created Road Improvement District No. 93-3 ("RID No. 93-3"); WHEREAS, the Board, by Resolution No. 95 -7 -CC, adopted on January 17, 1995, duly confirmed the assessment roll for RID No. 93-3 in the amount of $247,589.08; WHEREAS, pursuant to Resolution No. 95 -7 -CC, the County Treasurer caused notice that the assessment roll was in his hands for collection to be published in the official newspaper of the County and to be mailed to the owners and reputed owners of property within RID No. 93-3; WHEREAS, said notice was initially published on January 19, 1995, and during the 30 days thereafter, the owners of property within RID No. 93-3 paid $62,674.08 toward their assessments, leaving an unpaid balance of $184,915, which amount shall be produced by the issuance and sale of bonds; KA950580.004 WHEREAS, during the 10 days following the adoption of Resolution No. 95 -7 -CC, one appeal was filed challenging the assessments levied on the property within RID No. 93-3, which appeal has been resolved; WHEREAS, the County is authorized to issue bonds for RID No. 93-3 pursuant to chapters 36.88 and 39.46 RCW; WHEREAS, the Board now desires to authorize the issuance of a bond for RID No. 93-3; and WHEREAS, Washington Trust Bank, of Wenatchee, Washington, has offered to purchase said bond from the County; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: Section 1: Definitions. As used in this Resolution, the following terms have the meanings provided in this Section 1. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words imparting the singular number shall include the plural number and vice -versa unless the context shall otherwise indicate. Applicable Interest Rate shall mean the interest rate per annum designated in Section 3 of this Resolution for a particular Interest Rate Period. Board shall mean the Board of County Commissioners, as the same shall be duly and regularly constituted from time to time. Bond Fund shall mean the "Grant County Road Improvement District No. 93-3 Bond Fund" created by Section 7 of Resolution No. 93 -51 -CC. Bond Register shall mean the registration records of the County, maintained by the Registrar, on which shall appear the names and addresses of the Registered Owners of the Bonds. Bond shall mean the herein authorized $184,915 principal amount of the "Grant County Road Improvement District No. 93-3 Bond." Chairman shall mean the de facto or de jure Chairman of the Board, or any presiding officer or titular head of the County's legislative authority, or his successor in functions, if any. Clerk shall mean the de facto or de jure Clerk of the Board, or other officer of the County who is the custodian of the seal and the records of the proceedings of the Board, or her successor in functions, if any. 6►AI Code shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. Construction Fund shall mean the "Grant County Road Improvement District No. 93-3 Construction Fund" created by Section 7 of Resolution No. 93 -51 -CC. County shall mean Grant County, Washington. Guaranty Fund shall mean the "Grant County Road Improvement Guaranty Fund" created by Section 1 of Resolution No. 94 -15 -CC, adopted by the Board on January 31, 1994. Interest Payment Date shall mean each April 3 until the date of maturity or prior redemption of the Bond, commencing on April 3, 1996. Interest Rate Period shall mean, as of any particular date, the approximately one- year period from the immediately preceding Interest Payment Date (or, with respect to the initial Interest Rate Period, from April 3, 1995) to the immediately succeeding Interest Payment Date. Outstanding Principal Sum shall mean, as of any particular date, the amount equal to: (i) $184,915, less (ii) the aggregate amount of the principal of the Bond redeemed on or prior to such date under Section 5 of this Resolution, less (iii) the aggregate amount of the principal of the Bond deemed to have been paid pursuant to Section 10 of this Resolution, as such amount shall be determined by the Treasurer from time to time and on the date three business days before each Interest Payment Date. Absent fraud, the Treasurer's determination of the Outstanding Principal Sum shall be conclusive upon the County and the Registered Owner. Project shall mean the improvement of roads within Marine View and Marine View Heights, within the County, as more particularly described in Resolution No. 93 -51 -CC. Purchaser shall mean Washington Trust Bank, of Wenatchee, Washington. Registered Owner shall mean the person whose name and address appears on the Bond Register as the owner of the Bond. Registrar shall mean the Treasurer or his successors in functions as registrar, authenticating agent, paying agent and transfer agent with respect to the Bond, as now or hereafter designated. Resolution shall mean this Resolution No. 95 -33 -CC, adopted by the Board on March 27, 1995. RID No. 93-3 shall mean Road Improvement District No. 93-3 of the County, created by Section 3 of Resolution No. 93 -51 -CC. -3- Treasurer shall mean the de facto or de jure Treasurer of the County, or other officer of the County who is the custodian of the funds of the County, or his successor in functions, if any. Section 2: Interpretation. For all purposes of this Resolution, except as otherwise expressly provided or unless the context otherwise requires: A. All references in this Resolution to designated "Sections" and other subdivisions are to the designated sections and other subdivisions of this Resolution. The words "herein", "hereof", "hereto", "hereby", and "hereunder" and other words of similar import refer to this Resolution as a whole and not to any particular section or other subdivision. B. Words herein importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public boards, as well as natural persons. C. Any headings preceding the texts of the several sections of this Resolution shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. D. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as in effect from time to time. E. Every "notice," "certificate," "consent," or similar action hereunder by the County shall, unless the form thereof is specifically provided, be in writing signed by an authorized representative of the County. F. In the computation of a period of time from a specified date to a later specified date, the word "from" means "from and including" and each of the words "to" and "until" means "to but excluding." G. Words importing the redemption or redeeming of a Bond or the calling of a Bond for redemption do not include or connote the payment of such Bond at its stated maturity or the purchase of such Bond. H. References to the payment of the Bonds shall be deemed to include references to the payment of interest thereon. Section 3: Authorization of the Bond. The Board hereby authorizes a road improvement district bond of the County, designated "Grant County Road Improvement District No. 93-3 Bond" (the "Bond"), in the initial principal sum of $184,915, to be sold, issued, and delivered for the purpose of -4- repaying interfund loans made to pay costs of construction of the improvements made within RID No. 93-3. The Bond shall be dated April 3, 1995, shall mature on April 3, 2007, shall be issued in fully registered form, shall be numbered in the manner and with any additional designation as the Registrar deems necessary for purposes of identification, and shall be issued substantially in the form attached hereto, marked Exhibit "A", and by reference incorporated herein. Interest shall be paid on the Outstanding Principal Sum from the date of the Bond, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as applicable, at the Applicable Interest Rate for each Interest Rate Period set forth below: Interest Rate Period Applicable Interest Rate Period Applicable endin Anri13. Interest Rate ending April 3 Interest Rate 1996 6.45% 2002 7.15% 1997 6.65 2003 7.25 1998 6.75 2004 7.35 1999 6.85 2005 7.45 2000 6.95 2006 7.55 2001 7.05 2007 7.65 Interest shall be calculated on the basis of a 365/366 -day year, actual days elapsed, and shall be payable on each Interest Payment Date. Section 4: Place and Manner of Payment. The principal of and interest on the Bond shall be payable in lawful money of the United States of America to the Registered Owner. Payment of each installment of interest, or principal and interest, shall be made to the Registered Owner whose name appears on the Bond Register at the close of business on the fifteenth day of the calendar month preceding the annual interest payment date, and shall be paid by check or draft of the Registrar mailed to such Registered Owner on the due date, at the address appearing on the Bond Register, or at such other address as may be furnished in writing by such Registered Owner to the Registrar; provided, that the final installment of the principal of and interest on the Bond shall be paid to the Registered Owner thereof, upon presentation and surrender of the Bond to the Registrar, on or after the date of maturity or prior redemption, at the Registrar's principal office. The County and the Registrar may deem and treat the Registered Owner of the Bond as the absolute owner of such Bond for the purpose of receiving payments of principal and interest due on such Bond and for all other purposes, and neither the County nor the Registrar shall be affected by any notice to the contrary. -5- Section 5: Redemption Prior to Maturity. A. Optional Redemption. The County hereby reserves the right to redeem all or a portion of the Outstanding Principal Sum on any Interest Payment Date, at the price of par plus accrued interest, if any, to the date fixed for redemption, in such amounts as the Treasurer has cash in the Bond Fund to pay the same, over and above the amounts required to pay currently maturing installments of interest on the Bond. B. Notice of Redemption. Unless waived by the Registered Owner, notice of any such redemption shall be sent by the Registrar by first-class mail, postage prepaid, not less than 10 nor more than 30 days prior to the date fixed for redemption, to the Registered Owner at the address shown on the Bond Register. This requirement shall be deemed to be complied with when notice is mailed as herein provided, regardless of whether or not it is actually received by the Registered Owner. C. Effect of Redemption. When so called for redemption, the portion of the Outstanding Principal Sum so called shall cease to accrue interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and such portion of the Outstanding Principal Sum shall not be deemed to be outstanding as of such redemption date. D. Voluntary Redemption Notice. In addition to the notice required by subsection B above, further notice may be given by the Registrar as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed in said subsection B. Each further notice of redemption may be sent at least ten days before the redemption date by registered or certified mail or overnight delivery service to: (1) all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bond, such depositories now being The Depository Trust Company, New York, New York, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania; and to (2) one or more of the national information services that disseminate notices of redemption of obligations such as the Bond (such as Moody's Municipal and Government, or Standard & Poor's Called Bond Record). Each such further notice may be published one time in The Bond Buyer of New York, New York or, if such publication is impractical or unlikely to reach a substantial number of the Registered Owners of the Bond, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bond, such publication to be made at least ten days prior to the date fixed for redemption. E. Open Market Purchase and Cancellation. The County hereby reserves the right to purchase the Bond on the open market at any time and at any price. M Section 6: Execution of the Bonds. Without unreasonable delay the County shall cause the definitive Bond to be prepared, executed and delivered, which Bond shall be lithographed or printed with steel engraved or lithographed borders. The Bond shall be executed on behalf of the County by the manual or facsimile signature of the Chairman, shall be attested by the manual or facsimile signature of the County Auditor, and shall have the seal of the County or a facsimile thereof impressed or imprinted thereon. The Bond shall then be delivered to the Registrar for authentication. In case any of the officers who shall have signed or attested any of the Bond shall cease to be such officer or officers of the County before the Bond so signed or attested shall have been authenticated or delivered by the Registrar, or issued by the County, the Bond may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be as binding upon the County as though those who signed and attested the same had continued to be such officers of the County. The Bond may also be signed and attested on behalf of the County by such persons as at the actual date of execution of such Bond shall be the proper officers of the County although at the original date of such Bond any such person shall not have been such officer of the County. The Bond shall be valid and obligatory for any purpose and entitled to the benefits of this Resolution only if the Bond bears thereon a Certificate of Authentication substantially in the form set forth in Exhibit "A" attached hereto, manually executed by the Registrar, Such Certificate of Authentication shall be conclusive evidence that the Bond has been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Resolution. Section 7: The Registrar. The Treasurer is hereby appointed as Registrar, authenticating agent, paying agent and transfer agent with respect to the Bond, subject to the following terms and conditions: A. Bond Register. The Registrar shall keep or cause to be kept at its principal office sufficient books for the registration and transfer of the Bond, which shall at all times be open to inspection by the County. B. Fees and Costs. The Treasurer shall receive no additional compensation for services provided to the County as Registrar hereunder; provided, in the event a successor Registrar is appointed by the County, the County may pay to the Registrar from time to time reasonable compensation for all services rendered under this Resolution, together with reasonable expenses, charges, fees of counsel, accountants and consultants and other disbursements, including those of its attorneys, agents and employees, incurred in good faith in and about the performance of its powers and duties under this Resolution. C. Representations. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Bond. de D. Ownership Rights. The Registrar may become the Registered Owner of Bond with the same rights it would have if it were not the Registrar, and, to the extent permitted by law, may act as depositary for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Registered Owners of the Bond. E. Registration System. The County hereby specifies and adopts the system of registration for the Bond approved by the Washington State Finance Committee. F. Principal Offices. For so long as the Treasurer is Registrar hereunder, the principal offices of the Registrar shall be the Treasurer's office in Ephrata, Washington. Section 8: Transfer and Exchange of the Bond. The Bond shall be transferable by the Registered Owner thereof in person, or by its attorney duly authorized in writing, upon due completion of the assignment form appearing thereon and upon surrender of the Bond at the principal offices of the Registrar for cancellation and issuance of a new Bond registered in the name of the transferee, in exchange therefor. The Bond shall be exchangeable by the Registered Owner thereof in person, or by its attorney duly authorized in writing, for a new Bond, upon surrender and cancellation of said Bond at the principal offices of the Registrar. Whenever a Bond shall be surrendered for transfer or exchange, the Registrar shall authenticate and deliver to the transferee or exchangee, in exchange therefor, a new fully registered Bond. Notwithstanding the foregoing sentence, the Registrar shall not be obligated to exchange or transfer the Bond during the 15 days preceding any principal or interest payment date or date of redemption. The Registrar shall require the payment by the Registered Owner requesting such transfer or exchange of any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The costs imposed by the Registrar for such transfer or exchange shall be borne by the County. Section 9: Mutilated, Lost, Stolen or Destroyed Bond. A. Issuance of a Substitute Bond. If the Bond shall become mutilated, lost, stolen or destroyed, the affected Registered Owner shall be entitled to the issuance of a substitute Bond only as follows: (1) in the rase of a lost, stolen or destroyed Bond, the Registered Owner shall (a) provide notice of the loss, theft or destruction to the County and the Registrar within a reasonable time after the Registered Owner receives notice of the loss, theft or destruction, (b) request the issuance of a substitute Bond, (c) provide evidence, satisfactory to the County and the Registrar, of the ownership and the loss, H theft or destruction of the affected Bond, and (d) file in the offices of the Treasurer and the Registrar a written affidavit specifically alleging on oath that said Registered Owner is the proper owner, payee or legal representative of such owner or payee of the Bond that has been lost, stolen or destroyed, giving the date the Bond was issued, the number, principal amount and series of such Bond, and stating that the Bond has been lost, stolen or destroyed, and has not been paid and has not been received by such Registered Owner; (2) in the case of a mutilated Bond, the Registered Owner shall surrender the Bond to the Registrar for cancellation; and (3) in all cases, the Registered Owner shall provide indemnity against any and all claims arising out of or otherwise related to the issuance of a substitute Bond pursuant to this Section 9 satisfactory to the County and the Registrar. Upon compliance with the foregoing, a new Bond of like tenor, bearing the same number as the mutilated, destroyed, lost or stolen Bond, and with the word "DUPLICATE" stamped or printed plainly on its face, shall be executed by the County, authenticated by the Registrar and delivered to the Registered Owner, all at the expense of the Registered Owner to whom the substitute Bond is delivered. Notwithstanding the foregoing, the Registrar shall not be required to authenticate and deliver any substitute Bond for a Bond which has matured or is about to mature and, in any such case, the principal and interest then due or becoming due shall be paid by the Registrar in accordance with the terms of the mutilated, destroyed, lost or stolen Bond without substitution therefor. B. Notation on Bond Register. Upon the issuance and authentication of any substitute Bond under the provisions of this Section 9, the Registrar shall enter upon the Bond Register a notation that the original Bond was canceled and a substitute Bond was issued therefor. C. Rights of Registered Owners of Substitute Bonds. Every substituted Bond issued pursuant to this Section 9 shall constitute an additional contractual obligation of the County and shall be entitled to all the benefits of this Resolution unless the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser for value without notice. In the event the Bond alleged to have been destroyed, lost or stolen shall be enforceable by anyone, the County may recover the substitute Bond from the Registered Owner to whom it was issued or from anyone taldng under the Registered Owner except a bona fide purchaser for value without notice. D. Exclusive Rights. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or of investment or other securities without their surrender. M Section 10: Defeasance of the Bond. In the event that money and/or "government obligations" (as defined in chapter 39.53 RCW) maturing or having guaranteed redemption prices at the option of the owner at such time or times and bearing interest to be earned thereon in such amounts as are sufficient, together with any resulting cash balances, to redeem and retire part or all of the Outstanding Principal Sum, are hereafter irrevocably set aside in a special account and pledged to effect such redemption and retirement, then no further payments need be made into the Bond Fund or any account therein for the payment of the principal of and interest on the Outstanding Principal Sum so provided for, and such Outstanding Principal Sum and interest accrued thereon shall no longer be deemed to be outstanding hereunder. If all or a portion of the Outstanding Principal Sum becoming due, together with all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with this Section 10, all interest on such Outstanding Principal Sum shall cease to accrue on the due date and all liability of the County with respect to such Outstanding Principal Sum shall cease as of the date such Outstanding Principal Sum and interest is so provided. Thereafter the Registered Owner of the Bond shall be restricted exclusively to the funds so deposited for any claim of whatsoever nature with respect to such Outstanding Principal Sum so provided for, and the Registrar shall hold such funds in trust for such Registered Owners uninvested and without interest. Section 11: Cancellation of the Surrendered Bond. Bonds surrendered to the Registrar for payment, transfer or exchange, as well as Bonds surrendered by the County for cancellation, shall be canceled immediately by the Registrar and returned to the County. Such Bonds thereafter shall be destroyed pursuant to RCW 43.80.130 (as it now reads or is hereafter amended or recodified). Section 12: Construction Fund. There has been created by Section 7 of Resolution No. 93 -51 -CC a special fund of the County known as the "Grant County Road Improvement District No. 93-3 Construction Fund" (the "Construction Fund"), to be used for the payment of a part of the cost and expense of the Project. The proceeds of the Bond (except accrued interest, which shall be deposited into the Bond Fund) shall be deposited into the Construction Fund. Any interest earnings on money invested from the Construction Fund shall be deposited into said Construction Fund. The County's share of any liquidated damages or other money paid by defaulting contractors or their sureties shall be deposited into the Construction Fund to assure the completion of the Project. When all costs related to the Project have been paid in full, any balance remaining in the Construction Fund shall be deposited into the Bond Fund. Section 13: The Bond Fund. There has been created by Section 7 of Resolution No. 93 -51 -CC the "Grant County Road Improvement District No. 93-3 Bond Fund," into which the Treasurer shall deposit all -10- installment payments of the principal of and interest on special assessments levied within RID No. 93-3. Money deposited into the Bond Fund shall be used for the sole purpose of paying the principal of and interest on the Bond. The Bond Fund shall be maintained by the Treasurer until the principal of and interest on the Bond have been fully paid. Money in the Bond Fund may be invested as permitted by law, which investments shall mature prior to the date on which such money shall be needed for required interest or principal payments. All interest earned and income derived by virtue of such investments shall remain in the Bond Fund and be used to meet the required deposits therein. When the Outstanding Principal Sum has been paid in full, the money remaining in the Bond Fund, if any, shall be transferred to the Guaranty Fund. Section 14: Guaranty Fund. The principal of and interest on the Bond shall be payable out of the Bond Fund. However, the Bond is further secured by a continuing claim and charge against the Guaranty Fund. Section 15: Non -Liability of County. The Registered Owner of the Bond shall have no claim for the payment of the principal of and interest on the Bond against the County, except for payment of such Bond from the special assessments levied within RID No. 93-3 and, to the extent of any deficiency resulting from the nonpayment of such assessments, from the Guaranty Fund. The County shall not be liable to the Registered Owner of the Bond for any loss to the Guaranty Fund occurring in the lawful operation thereof by the County, and the remedy of the Registered Owner in case of non-payment shall be confined to the enforcement of assessments made within RID No. 93-3 and to the Guaranty Fund. A copy of RCW 36.88.240 shall be printed on the Bond. Section 16: Tax Covenants. A. The County covenants to comply with each requirement of the Code necessary to maintain the exclusion of interest on the Bond from gross income for federal income tax purposes. In furtherance of the covenant contained in the proceeding sentence, the County covenants to comply with the provisions of the Arbitrage and Tax Regulatory Certificate executed by the County on the date of initial issuance and delivery of the Bond, as such Arbitrage and Tax Regulatory Certificate may be amended from time to time. B. The County covenants to make any and all payments required to be made to the United States Department of the Treasury in connection with the Bond pursuant to Section 148(f) of the Code. C. Notwithstanding any other provision of this Resolution to the contrary, so long as necessary in order to maintain the exclusion from gross income of interest on the -11- Bonds for federal income tax purposes, the covenants contained in this Section 16 shall survive the payment of the Bond and the interest thereon, including any payment or defeasance thereof pursuant to Section 10 of this Resolution. D. Notwithstanding any other provision of this Resolution to the contrary, (1) upon the County's failure to observe or refusal to comply with the above covenants, the Registered Owner, or any trustee acting on its behalf, shall be entitled to the rights and remedies provided to the Registered Owner under this Resolution and (2) neither the registered owner or holder of bonds of any series other than the Bond, nor any trustee acting on their behalf, shall be entitled to exercise any right or remedy provided to the Registered Owner under this Resolution based upon the County's failure to observe, or refusal to comply with, the above covenants. Section 17: Amendments to this Resolution. A. Adoption of Supplemental Resolution. The Board may adopt a resolution supplemental hereto, which resolution thereafter shall become a part of this Resolution, for any one or more of all of the following purposes: (1) to add to or delete from the covenants and agreements of the County in this Resolution in a manner that shall not adversely affect, in any material respect, the interests of the Registered Owner; or (2) to cure, correct or supplement any defective or ambiguous provision contained in this Resolution or in any resolution authorizing future bonds in regard to matters or questions arising under such resolutions as the Board may deem necessary or desirable and not inconsistent with such resolutions and which shall not adversely affect, in any material respect, the interests of the Registered Owner of the Bond. Any such supplemental resolution may be adopted without the consent of the Registered Owner, notwithstanding any of the provisions of subsection B of this Section 17. B. Amendments with Consent of the Registered Owner. With the consent of the Registered Owner, the Board may adopt a resolution supplemental hereto for the purpose of adding any provisions to, or changing in any manner, or eliminating any of the provisions of this Resolution or of any supplemental resolution; provided however, that no such supplemental resolution shall extend the fixed maturity of the Bond, or reduce the rate of interest thereon, or extend the time of payments of interest from their due date, or reduce the amount of the principal thereof, without the consent of the Registered Owner. It shall not be necessary for the consent of Registered Owner under this subsection B to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent shall approve the substance thereof. -12- C. Effect of Amendments. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 17, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations of the County under this Resolution and the Registered Owner shall thereafter be determined, exercised and enforced thereunder, subject in all respects to such modification and amendments, and all terms and conditions of any such supplemental resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. D. Notations, Replacement Bonds. Bonds executed and delivered after the execution of any supplemental resolution adopted pursuant to the provisions of this Section 17 may have a notation as to any matter provided for in such supplemental resolution, and if such supplemental resolution shall so provide, new Bonds so modified as to conform in the opinion of the Board to any modification of this Resolution contained in any such supplemental resolution, may be prepared and delivered without cost to the Registered Owner upon surrender for cancellation of such Bond. Section 18: Sale of the Bond Authorized. The sale of the Bond to the Purchaser is hereby authorized and approved. The terms of said sale are contained in the Purchaser's offer to purchase the Bond on file with the Clerk, dated January 18, 1995, which is hereby adopted and approved. The Board is of the opinion that no better price could be obtained for the Bond, and that it is in the best interests of the County and the public to accept said offer and sell the Bond by private sale, without giving any prior notice thereof by publication or otherwise, as permitted by chapter 39.46 RCW. The Chairman and/or Clerk are hereby authorized and directed to execute a bond purchase contract on behalf of the County, and to do everything necessary for the prompt execution and delivery of the Bond to said Purchaser and for the proper application and use of the proceeds of the sale thereof. Section 19: Qualified Tax -Exempt Obligations. The County hereby designates the Bond as a "Qualified Tax -Exempt Obligation" pursuant to and as defined in Section 265(b) of the Code. The County covenants that it shall not designate more than $10,000,000 of tax-exempt obligations during the calendar year 1995. The County does not reasonably anticipate that it will issue in the aggregate more than $10,000,000 principal amount of tax-exempt obligations during the calendar year 1995. In applying this $10,000,000 limitation, the County has taken into account (1) tax- exempt obligations that it has issued and anticipates issuing, (2) tax-exempt obligations that any "subordinate entity" has issued or anticipates issuing, (3) tax-exempt obligations that any entity that issues obligations on behalf of the County has issued or anticipates issuing, and (4) tax-exempt obligations that an entity formed to avoid this $10,000,000 limitation has issued or anticipates issuing. However, in applying this $10,000,000 limitation, the County has not taken into account any private activity bond (other than qualified 501(c)(3) bonds) or any obligation issued to refund (other than in an advance refunding) another -13- obligation to the extent the amount of the refunding obligation does not exceed the amount of the refunded obligation. Section 20: No Personal Recourse. No recourse shall be had for any claim based on the Resolution or the Bond against any member, officer or employee, past, present or future, of the County or of any successor body as such, either directly or through the County or any such successor body, under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. Section 21: Ratification. All actions heretofore taken by the Board, its officers, agents and employees, with respect to the creation of RID No. 93-3, the levying and confirming of assessments therein and the issuance of the Bond, are hereby ratified and approved. Section 22: Severability. If any provisions of this Resolution shall be declared by any court of competent jurisdiction to be contrary to law, then said provisions shall be null and void, and shall be deemed separable from the remaining provisions of this Resolution, and shall in no way affect the validity of the other provisions of this Resolution. -14- Section 23: Repealer; Effective Date. All ordinances and resolutions, or parts thereof, in conflict with this Resolution are, to the extent of said conflict, hereby repealed. This Resolution shall be in full force and effect immediately after its adoption. ADOPTED by the Board of Commissioners of Grant County, Washington, at a regular meeting thereof on March 27, 1995. ATTEST: Q-e-',a0,4j C Clerk A,% Board ofi County Commissioners (SEAL) BOARD OF COUNTY COMMISSIONERS GRANT COUNT WASHINGTON Tim Srpd, Chairman Helen Fancher, Commissioner zc- , LeRoy #flison Commissioner -15- CERTIFICATE I, Peggy Grigg, Clerk of the Board of County Commissioners of Grant County, Washington, hereby certify that the foregoing resolution is a full, true and correct copy of a resolution duly adopted at a regular meeting of the Board of County Commissioners of said County, duly and regularly held at the regular meeting place thereof on March 27, 1995, of which meeting all members of said Board had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES, and in favor thereof, Commissioners: 3 NOES, Commissioners: 0 ABSENT, Commissioners: b ABSTAIN, Commissioners: 0 I further certify that I have carefully compared the same with the original resolution on file and of record in my office; that said resolution is a full, true and correct copy of the original resolution adopted at said meeting; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and is now in full force and effect. IN WITNESS WHEREOF, I have set my hand and affixed the official seal of said County on March 27, 1995. GRANT COUNTY, W SHINGTON �D Peggy G ge,Clerk �� of the d of County Commissioners (SEAL)