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Home My WebLink About01-19 - Res. Providing Funds to Acquire and Install Water Meters in Beards Cove 'i I I. MASON COUNTY-WASHINGTON "SOL IIT'ON w, Q f -O q 4 RESOLUTION of Mason County t Wasliin vi ' for the �n, l :issuam0p a and delivery of a taxable Liriii Tax General Obligation Bond, Series418 (payable from water revenues of the Beards Cove Area) in the principal amount of not to exceed$165,000, and a taxable Limited Tax,General Obligation Banda,Series 2019 (payable from water revenues of the Beards Cove Area), xn the principal amount of not to exceed "1 07,400, to provide funds necessary to acquire and install water meters wi the Beards Cove ;Asea of Aho County; fixing the terms and covenants of such bg4ds; approving the sale and providing for.the delivery of the bonds to tne'United States of America, acting. through the Department of Agriculture Rural Utilities Service;and providing for Wier matters piroperly relating thereto. Passed January 15;:2U19 This document;prepared by: Foster Pepper PLLC 11110ird Avenue, Suite 3000 Seattle; Washingivn 99101 (206)4474400 52936116.6 TABLE OF CONTENTS Section 1. Definitions.,. ... ..... .r........... ........?...... ............................. Section 2. Findings and Determinations........................... ....................................... SectiqO, Authorization and Description of the Bonds..................................................4 Section4. Extra PaymWs............................. ......;.................... .4........ Section 5. Failure to .P 4y](n'sWIments...........?............................................................. 5 Section 6. Execution I"U801M De onds and RqlaW4,DocqMerits- .5 4dd Avery of ftB Section 7. Registration add—Transfer of the Bonds:..r. .......... ........................ ...... Section 8. Payment of the Bonds..............................I......................... Section 9. 'Priority of Payments from WFiter-Yund..................... ......... ........................... Section0. Bond Fund..................... ........................................ ............ Section l 1. ?!edge of Taxation and Credit .................... ............I................... Section 12. Pledge Of Water Revenue. ..................... .....8 ...................... Section 13. Deposit of Bond Proceeds......, .... ........ ......... Section14. Reserve A6c6 .......................................................................... ......................8 Section 15. Short-Lived Asset Reserve ................................9 Spcoon16, Refunding or pofeasarice of the Bonds ... 9 Section 17. Sale of the>3onds.. . ...................................................... ...........9 `Sects �18. AT- orting Reqi4rehlents............ ...... 9 Seddon 19. 'Ratification',6fthe 2, 018 bfta..............................................................,.,....... .. .. 10 Section 20. General Authorization.............................4.................. .................. ..........—10 Se(*n 21. Severability......;....o-a....a-e...4....... ........ ........................ 10 Sectip'.22. Effective Date of Rpgolufion......... ............... ................................:.................... 10 52936110 8 t MASON COUNTY,WASHINGTON RESOLUTION NO. A :RESOLUTION of Mason County, -Washington, providing for the issuance, sale and delivery of a taxable Limited Tax General ObLgation Bo Series 2f118 (payable. from water :revenues of the Beards Cove Area), in the principal amount of not to exceed $166,000, and a taxable Liimited.Tax General Obligation Bond,. Series 2019 (payable from water revenues of the Beards Cove _ Areal in the principal amount of not to exceed $107,400, `to -provide funds necessary to acquire and install `water meters in the Beards. Cove Area of the County, fixing the terms and covenants of such bonds; approving the sale and providing for the delivery of the bonds to the United States of:America, acting through the Department of Agriculture Rural Utilities. Service; and providing.for other matters properly relatingthereto. THE BOARD OF COUNTY COMMISSIONERS OF MASON COUNTY, WASHINGTON,-DOES RESOL.VE AS FOLLOWS: Section 1. Definitions. As used in this resolution the followin words shad have the g following meanings:- (a) eanings:(a) "Beards Cove,Aree means the area as shown on the maps_attached as Exhibit.A. t 3 (b) "Beards Cove Water Fund'means the Beards Cove Water Fund of the County: (c) --Boar ' means the Board of Commissioners cif Mason. County, 'the general .legislative authority of the County. (d) "$ono Funif7 means the "Mason County RD Limited Tax General Obligation Bond Fund,201$/2019"created for the payment of the principal.of and interest on.the Bonds,. (e) "Bond Register"means.the books or records maintained by the Bond Registrar for the purpose of identifying ownership of the Bonds.: (fl "Bond Registrar":means the Treasurer of the County, or any successor bund . egistrar selected by the County. (g) "Bq '.M the-2018 Bond and the 2019 Bond. (h) "Colts of Maintenance and Operation";means all necess'ar.. y operating expenses, cup=t maintenance expenses, expenses of reasonable upkeep and repairs, and insurance and administrative .expenses; but excludes depreciation,.payments for debt service or into reserve -1- 51936115,6 accounts and costs of capital additions to or:replacements of the System, taxes levied by the County or payments in heu of such taxes. (i) "County means Mwon County, Washington, a municipal corporation .duly - organized and existing under the laws of the State. (j) "Gross Revenue" means all of the earnings., revenue and money, except utility local improvement district assessments, received by the County from or on account of the: F operation of the Beards.Cove.Area.of the.System iri,cl i& proceeds from the sale,lease or other disposition 9f any pf the prgpert%s or'facilities.of the System in the Beards Cove Area,and the income from investments of money in the Beards Cove water bund. Gross Revenue shall not include grants or bond proceeds,but shall include.federal or state reimbursements of operating. expenses to the extent.such expenses are included as Cysts of Maintenanceand Qpefation.. (k) "Letters of Con litiW means the letter from USDA to the County dated December`7;'20171.as amended on January 1 Q,.2018, and as further amended on February 15, 2018,and the letter from USDA to the County dated.Aiigust 9,2018,establishing the conditions imdei which USDA_would loan money to the Comity to finance the Project, (1) "Project-means the acquisition and installation of water meters in the Beards Cove Area of-the County: Incidental costs incurred in :connection with carrying out and accomplishing the Project, consistent with .RCW 39.46.6.70, may be included as. costs. of the Project. The Project includes acquisition,construction and installation of all necessary fiuniture, equipment,apparatus,accessories,,fixtures and:appurtenances; (m) "Purchaser"means the United States of America, acting through the Department of Agriculture Rural Utilities Sevco,. ('n1.) "RCW*means the Revised Code of Washington. (o) "Regisfei:eci Owner"means the,entity or person maxed tis the registered owner of `the Bonds on the :Bond Register, initially the United States. of America, acting through the Department of Agriculture.. (p) "Rural Development Form Loan ;Resolution" means each Rural :Developinent Form Loan Resolution (Form RD 1780 27)pursuant to the loan condition's established by"the Purchaser, (q) "Senior Lien Bonds"means any revenue bonds,revenue Warrants or other revenue obligations of the County that have:a lien on money in the Beards Cove Water Fund to payand secure the payment of the principal thereof and interest thereon. senior to all other .revenue obligations of the.System and subject to the Costs of Maintenance and Operation. There-are currently no Scnior Lien Bonds outstanding. r) "S stem" means the existing water,system and distribution system of the County and such imi ovemepts or additions as may be made to such system. and shall include the -2- =0361 t6.6 sanitary sewer system of the County and/or the storm drainage system of the County if either is -or both are ever combined with the water system. (s) -State-means.the State of Washington. (t) "2018 Bond' means the not to exceed $166,000 principal amount Limited Tax General Obligation Bond, Series 2018, authorized to be issued by this resolution and purchased by USDA pursuant to the terms of the Letters of Conditions. (u) "2019 Bona' means the not to exceed $107,400 principal amount Limited Tax General Obligation Bond, Series 2019, authorized to be-issued by this resolution and purchased by USDA pursuant to the terms of the Letters of Conditions. (v) "UWW' means the United States of America, acting through the United States. Department of Agriculture,Rural Utilities Service,.an agency in Rural Development. Section.2. Findings and Determinationg. The County takes note of the following fits and makes the following findings:and determinations: (a) Authority and Description of the Project. The County has created a water supply and distribution system (the"System'). The County has authorized the undertaking of"uiring and installifig water meters in the Beards Cove Area (the lwjeof), the total cost of which is estimated to be$436,794. (b) Debt Capacity. The maximum amount of indebtedness authorized by this .resolution is $273,400. Based on'the following facts, this amount is to be issued vOthin the amount permitted to be issued by the County for general mu,nicipalpurposes VA . ou(a'VOW (i) The assessed valuation of the taxable property within the County as ascertained by the last preceding assessment for County purposes for collection in the calendar year 2610 18 8,213;805,4b7. i (ii) As of December 12;2018, the County had limited tax general obligation indebtedness, consisting of bonds,, notes and conditional sales contracts: outstanding in the principal amount of$19,883,355,which is incurred within the limit of up to 11%°fo of the value of the taxable property withinthe County permitted for general municipal purposes ,without a vote: (iii), As of December 12, 2018, the County had no unlimited tax general obligation indebtedness.. j (c) 7'he Bonds. For tie Purpose of providing the foods necesaay to f�nyance the Project and pay the cost of issuance and sale of the.Bonds, the Board finds that it is in the best interest of the County and its ratepayers to issue and sell the Bonds(payable from water revenue of the Beards Cove Area)to the Purchaser. -3 52936116.¢ Section 3. Authorization and Description of the Bonds. For the purpose of paying part of the costs of the Projects including paying the Costs of issuing the Bonds,the County shall .a cause to be issued !;united Tax. Oetieral Obligation bond, Series 2018 (payable from water :revenues of the Beards Cove Area of the County)(the 12018 Bond")and a Limited Tax General. Obligation Bond, Series 2019 (payable from water.revenues of the Beards Cove Area of the County) (the Y`2019 Bond,"and together with the 2018 Bond;the "Bonds"), as set forth in this resolution The Series 2018 Bond shall be designated"Mason County,Washington,Limited Tax. General.Obligattton Bond(Payable from Water Revenue),2018,73 shall be in the principal amount.. Df_not to exe. $1.66,000, shall be dated as of.Oecember 1�, 2018, to USDA- as the initial purchaser, shall be-numbered R=2018-1, and shall be fully registered. The draws on the Series 2018 Bond "shall bear interest at the rate of 2.75% per:anii im (computed on the basis .of a 365-day year for..actual iduml*of days elapsed 'and interest shall accrue from the date of each . ut4ty, draw on the Series 2018,Bdnd. The Series 2, Bond shall be designated Mason Ca. Washington,Limited Tax General Obligation Bond(Payable from Water Revenue),2019,"-shall, be in the.principal amount of not to exceed $107,400, shallbe dated as of the date of delivery thereof to USDA, as the _tial purchaser, shall .be numbered R-20191, aild shall be fully xegistered, The draws on the Series 2019 Bond'shall bear interest at the irate of 3.125% per annum(or the rate.in effect.for USDA as of the dated date of the'Series 2019 Bond) (computed on the basis of a 365-day year for:actual number of days elapsed) and interest shall accrue from the." of each draw on the Series 2019 Bond. Principal of and interest on the Bonds shall be payable in semiannual amortized installments in the amount set forth in the Letters of Conditions beginning six.months..follovhn' the date of the Bonds and semiannually thereafter (each an . `Installment Payment Date"), with the last payment to be made not later than the 40th anniversary of the date of the Bonds, except that the last payment may be more or.;less than the annual installment as rewired to pay the remaining principal and interest due. (if the date of loan cYosing is the 29th, 30th, or 31st of-the month, the due date will be the .28th). If:any installment of principal and interest is notpaid when due,the'County shall be obligated to pay interest on that;installment'at the same rate provided herein from and after its due date until.that. :installment is paid infull. Payments shall be applied first to iriteres#and then to principal. The outstanding principal balance of the Bonds. on any particular date shall be fhe aggregate of aB fuirds which the County has drawn from the date of each Bond to that day less the aggregate of-allprincipal payments made by County on or before that date for each Bond. Interest on a particular principal amount so advanced shall.be determined froni the date of the advance of$ond'proceeds pursuant.to a request for draw by which the County drew that principal amount from tlie'U$DA. Section4.. Extra Payments. To the extent the County's scheduled principal and interest payment obligation bit the Bonds is current(or willbe made current upon such payment), •the County may make payments to the entity or person roamed as the registered owner of the Bonds on the Bond Registeron l ally the United States of America(the Megistered Owner"), on any Installment Payment Date, that are in addition to the regularly scheduled payments of principal and interest on the Bonds. The amount.of such extra payment shall be applied first to interest on.the Bonds accrued to the date:of receipt of such extra payment, and shall be applied I second to the outstanding p6n yal of tlhe Bonds. After such extra payment 1s received by the. ;Registered.Owner?the amount of the annual installments of principal and interest on the Bonds i � >5293G115b. t shall remain unchanged but shall.be recalculated to reflect the reduction in the duWmidiug .principal balance of the Bonds-44 the resulting inti ease.in the porhoti of each ffte uistallnnent, payment credited to the principal. of the Bonds. The:final Installment Payment Date of the Bonds,and the amountpayable able on such nate,shall be adjusted to reflect such extra.payment and _. the increased amount of,future installmentpayments that is:applied to principal- Notice of any :such extra payment shall be given at least 1 . 'days prior to the Installment Payment tato by mailing to the Registered Owner a.notice specifying the amount'of such extra.payment. Section 5. Failure to Pay Installments. If any installment of principal of and interest on the Bonds is not paid when due,-the County shalll be obligated, to pay intetost on that installment at.the same. rate provided in the-Bonds from and after its:payment date until `that installment,both principal arid.interest,is paid 3n full. Section 6. Execution Issuance and Delivery of the Bonds and Related Documents. (a) The Bonds shall be:in:forth consistent with the provisions of this resolution and State law, shall,be signed by the Chair Ofthe Board of County Commissioners.and the Clerk of the Board of County Commissioners, either or both of whose signatures maybe manual or in facsimile, and shall have the seal of the County(or a facsimile reproduction thereof) impressed or printed thereon. (b) The Bonds shall not be valid or obligatory for any purpose, or entitled to the benefits of this resolution,unless such bond bears a certificate of authentication manually signed by the Bond Registrar stating: "This Bond is the fully registered Ma"sori County, Washington, Limited Tax General Obligation Bond, [2018%2019] (Payable from Water Rovenue),described in the Bond Resolution." A minor deviation in the'language of such certificate $Wnot void a certificate of.authentication that otherwise is substantially in the form of the foregoing. The authorized signing of a certificate of authentication shall be conclusive evidence that the Bond.so authenticated has been duly executed, authenticated and delivered and is entitled to`the benefits of this resolutliin. (c) The Chair and Clerk,or their.designees, are severally authorized and directed to: (i)do everything necessary for the execution, issuance and. delivery of the Bonds; and (ii)execute and deliver any-documents,agreements,certificates,'rece pts and instruments that are necessary or appropriate-in their discretion.to.give effect to this resolution and to consummate the borrowing of money authorized herein. (d) The County directs Foster Pepper PLLC,as the County's bond counsel,to prepare the Bonds and such other documents, agreenieuts, certificates, receipts and instruments'as may be necessary and appropriate to properly document the issuance and delivery of the Bonds to the Purchaser and the receipt of money by the County from the Purchaser. Such laver`firm shall coordinate the execution and delivery of such documents ori behalf of the County, rind'shall compile and distribute to the.County and the USDA°a transcript containing such documents (or copies thereof) as it deems necessaryto.support its-legal opinions rendered in connection with the issuance of the Bonds. 5?93¢11G6 Section 7. Registration and Transfer of the Bonds. (a) The County Treasurer.is appointed as'the initial Bond Registrar for the Bonds. The Bond Registrar shall keep,or cause to be Dept,afits office, sufficient books for purposes of registering the name and mailing address of the Registered Owner of the Bonds, and for registering any transfer of Bond ownership. The books and.records-maintained by the Bond Registrar for such purpose shall be considered the Bond Register for purposes of this resolution. The Bond Register shall at :all times. be open to inspection by the County.. In addition. to mawtawing the Bond Register, the Bond Registrar is' authorized and directed to perform the following duties with respect to the Bonds: i to authenticate the Bonds upon the initial issuance thereof by'executing the Certificate.of,Authentication ciontai ied thereon; (u)W. authenticate and dehver iity Bond:that is'transferred.in accordance with the provisions thereof and this:resolution; County's paying-agent for the Bonds;Civ)to imprint rint on any Bond transferred or (iu)to.serve as the Coon s (' ) p exchanged pursuant to this resolution the name of the Registered Owner,the principal amount of the'Bond,the interest rate bomeby the Bond,and the maturity date of the_Bond;(v)to cancel the Bonds returned to the Bond Registrar upon the payment in full thereof, and:(vi)do carry out all of the Bond Registrar's duties otherwise described,.*in this resolution. (b) The Bonds may be transferred only in whole and only if endorsed in:the manner provided thereon and surrendered to the Bond Registrar. Any transfer shall be without cost to the Registered Owner.or-transfetee and shall be noted iti.the Bond Register. The Bond;Registror shall opt be obligated. to .transfer the Bondsduring the 1.5 days preceding any Installment 'Payment Date. The:Bonds may only be assigned to another qualifiedinvestor satisfying the .requirements set forth in the certificate to be signed by Purchaser on the dated date of the Bonds-. Section 8. Payment of the'Bonds. Both.principal of andinterest on.the Bonds shall be payable:in;lowful money of the United.States of America to the owner thereof at the address_ appearing on -the. registration books of the County maintained by the Treasurer; provided, however,that-as long as the USDA is the owner and holder of the Bonds,the County shall make payments directly to the financial office of the USDA serving'the Mason County area; and. provider: further,however,-that'1he Treasurer is hereby re quested to establish a.:Preauthorized Debit Payment("PAD") process whereby the Bond Ire_gistrar authorizes funds to be withdrawn electronically from the County's bank:account on the exact day that the payment is due. The Bonds shall be an obligation only of the Bond Fund and shall be payable.and secured as provided j herein !I The Bonds shall be registered as to both principal and interest as hong:as any of the installments of the:Bonds remain unpaid, and the County shall maintain in the office. of the. County Trea§urer books for the registration and transfer of the:Bonds. No Uansfer of the Bonds so registered shall be valid unless:made on said boobs upon the written request of the registered owner or the owner's duly authorized.agent. Section 9. Priori ►of Payments:from.Water Fund. There has been established.in the office of the Treasurer a special find of the County designated as the`Beards:Cove Water Fund" (the "Beards Cove Nater Fund"). All.of the Gross Revenue shall.be deposited in the Beards Cove-Water:Bund.as collected. The Beards Cove Water'Fund shall be held separate and apart -6- 52976116.6 from all other fiords and accounts of the County,and the Gross Revenue deposited in the Beards - Cove Water Fund shall'be used only for the following purposes and in the following order of Priontr 4 (a) First,to pay the Costs of Maintenance and Operation, 1 (fi) second,to pay the interest on any Senior Lieii.Bonds; c Third,`to pay the principal of any Senior Lien (d) .Fourth, to make all payments required to be made into any -reserve account created to secure the payment of Senior Lien Bonds; (e) Fifth,.to`pay the principal of and interest on the Bonds and any other limited tax general obligation oflhe County thatis also payable from Gross Revenue; (B , 'Sixth, to make all payments required to lie made into any revenue bond edempOm fund or revenue warrant redemption fund and debt service account or reserve account created to pay and secure the payment of the'principal of and interest:on any revenue bonds or revenue warrants of the County having a lien upon the Gross Revenue junior and inferior to the lien thereon for the payment of the.principal of and i1fterest on the Senior Lien : . Bonds'iricludwg any D epartment of Ecology loans; I (g) Seventh, to pay .into the Reserve Account and the Short-Lived Asset Reserve Account descn'bed in Sections 14 and:15,and another other reserve account as may be created by the County;.and j (h) Eighth, to retire by redemption or.purchase, in the open market any outstanding revenue bonds or revenue warrants of the County; to make necessary additions, betterments, j improvements and repairs to or extensions and replacements of the System of the County, or for any other lawful System purposes, Section 10. Bond Fund, A special fund of the County designated as the "Mason County RD Limited Tax General Obligation Bond Fund'2018/2019" (the. ".Bond.Fund") is hereby authorized.to be created in.the office of the Treasurer,.which fund is to be drawn upon for the sole purpose of paying the principal of andIaterest oto the Bonds.. Section 11. Pledge of Taxation and Credit. The County hereby irrevocably covenants and agrees for as long as any installments of;the,Bands are outstanding and unpaid that each year will it include in its budget:and . ::. ge levy an ad ualorem fait upon all property within the County subject to tax0on i#i an amount that will be sufficient together with other water revenues from the Beards Cove Area and money of the County legally available for such purposes,,to pay the principal of and interest on the Bonds: as the same shall become due. :All .of such taxes so collected shall be paid into the Bond Fund no later than the date'su0 i funds are required for the payment a�f principal and.interest on the Badds. 7- . 3]936116.6 The County hereby irrevocably pledges that the annual tax provided for herein to be levied for the payment of such principal and.interest shall be within and as a part of the tax levy permitted to counties without a vote of the people, and that a sufflojent portion of each annual, levy to be levied and collected by the County,prior to the full paymqA of the, principal of and 'interest on the Ponds.will be and is hereby irrevocably set aside,pledged and appropriated for thp.payment of the-principal of and interest on the Bonds. The full faith, credit aud.m9outces of the County are hereby irrevocably pledged far-the annual levy and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds as the same shall become due. Section 12. Pledge of Water Revenue. As long as the Bonds remain outstanding,the County-liereby.filTevocoly obligates afta binds itself,to-set:aside nd paybrpi nthe Beards Cove Water Fund into the Bond Fund, those amounts necessary,.after taldng into consideration such other funds as are on hand in the Bond Fund and available for the payment of principal and interest on the Bonds,to pay the o interest or principal and interest next coming due ori"the..Bonds. Such payments fromAheBeards Cove Water fund shall be-made on or before the day ou Which. the regular semiannual I payment of principal of and interest on the,130nds is due and payable an amount equal to such regular semiannual payment Said.amounts 96-pledged to be paid into the Bond Pund out Of the Beards,Cove Water :Fund afire hereby declared to be alien and charge upon 04 Oro ss Revenue and.the money M the 'Beards Cove Water;Fund.junior, subordinate and inferior to the Costs of Maintenance and Operation,junior, subordinate and inferior to the Hen and charge thereon of any lien and:charge that may hd6bler be made to pay and secure the payment of any 96hioi Lieh:Bonds and other water revenue obligations that the County may issue. "Nothing in this resolution shall restrict the County's. to right' issue future water revenue obligations with 4 lien on Qrpss Revenue superior to the'lien of the Bonds, -- that so long as United States of America is the Registered Owner of oxe ep the Bonds, no such obligations shall be issued without the written consent of the USDA. In addition,nothing in this resolution shall restrict the.County's'right to issue future water revenue obligations With a.ben on Gross Revenue on a parity on the lien of the Bonds.,except*#,�;o long as United States of America is the Registered Owner of the Bonds, no such obligations shall.be issued without the written consent of the USDA. Section 13. Deposit of Bond Proceeds. The prim- PAI -proceeds of the sale of the Bonds"I be paid into a fund created or established by the Tmisurcr to fmance the Project and shall be used to pay costs of the Project and costs of issuing theonds. -9 -B Section 14. Reserve Account The County will create an Account lwilhiu the Bedrds Cove fund obwt of accounts to be named the Reserve Account,or such other designation as" meet applicable accounting requirements. The County shall I deposit the sum of$08.7,annually into the Reserve Account until the amount in such fimd is equal to at least one annual loan installment of$6,870 for the 2018 Bond, and the sum of$472.40 annually into the Reserve. Account' of until the amount in such fimd is equal to at least one annual loan installment �Ibt the 2019 gpjW. Prior written cducturelim h:orn the`Purchaser is.required before funds may be withdrawn1rom this account while the BoAdsAre outstandingi 4- 52MIA0. .Section 15. Short Lived Asset Reserve Account; The County will create an account. within the Beards Cove fund chart of accounts to be named the Short Lived Asset Reserve Account, or such other designation 'as shall meet applicable accounting requirements. The County shall deposit the sum of$4,667 annually into the Short-Lived Asset Reserve Account. until the final maturity ar:earlier prepayment of the.Bor ds,whichever comes first. Money in the Short-Lived.Asset Reserve Account shall beused by the County from time to time to repair or replace short-lived equipment or apparatus of the Beards Cove water system. The required balance on hand may be adjusted to meet the County's shout-lived asset needs. Section 16. Refunding;or Defeasance of the Bonds. The County.mayissue refunding: bonds pursuant to the laws of the:State or use money available from any other lawful source to j pay when due the principal of and interest on the-Bonds, or any portion thereof included in a refunding or defeasance plan, and to redeem and retire, refund or defease all of the principal amount of the Bonds(hereinafter collectively called the"defeased Bond'}and to.pay the costs of the refunding or defeasance.If money and/or noncallable"government obligations (as defined by chapter 39.53 RCW) maturing ata time or times and bearing interest in amounts (together with money,if necessary) sufficient to redeem and retire,refund or defease the defeased Bonds in accordance with its terms are set aside in.a special trust fiord or:escrow"account irrevocably pledged to that iedezriptio retirement or defeasance of the defeased Bonds (hereinafter railed the"trust account'');then all right and interest of any Registered Owner of the de'feased Bonds in the covenants of this resolution and in the funds obligated to the payment of the defeased Bonds shall cease and become void. Any Registered Owner.of the defeased Bonds shall have the right to itceive payment of the puncaipal gf.and interest On.the defeasett 13011dS, onl the trust.4 oust. he County;shall include in the refunding or defeasance plan.such. provisions as the County deems necessary for notice of the•defeasance to be given to any Registered Owner of the defeased Bonds and to such other persons as the County shall determine, and for.any required replacement of a Bond certificate for the defeased Bonds. 'The defeased Bonds shall.be deemed no longer outstandwg, and the Cgunty may apply any, rhotiey in any other fund. or account: established for the payment or redemption of the defeased Bonds to any lawful purposes as it shalldetermine. NOTWITHSTANDING THE ABOVE, FOR AS LONG AS THE UNITED. STATES OF 'AMERICA IS. THE.REGISTERED OWNER OF THE BOND, TBE COUNTY AGREES.90T TODEFEASE THB BONbS. ection 17.. Sale of the Bonds. The Bonds shall be sold to thePurchaser at aprice of par on the terms and conditions set forth herein. The proper oflic als of the County are hereby authorized anddirected to do all: things necessary for the prompt execution and delivery of the Bonds and the items requiredto be delivered to the Purchaser under the terms of the Letters of Conditions and for proper use and application of the proceeds of sale thereof. Section 18. Reporting Requirements. With.respect to the,Bonds,the County is exempt from the official:statement and ongoing disclosure requirements of the Securities and Exchange Commission Rule 15c2=12 under the Securities Exchange Act of 1934. -9- ,sz�+sir�s I C The County.hereby covenants and agrees with the Registered Owner of the.Bonds as follows: (a) For so long as the:United States of America is the Registered Owner of the Bonds, the County will:. (i)annually submit to the ,Purchaser the Comity's operating budget, and ro jected cash flow at.least 30 days P nor to the be P J s . - - gig Qftheounty'`s fispalYear,(ii) submit to the Purchaser the County's audits within nine months of the end of the County's fiscal year-on an annual. basis l and (iii)provide such additional information and reports as may, be reasonably requested by the Purchaser from time to time. (b) It will-abide byte.conditions,of the Loan Resoluhoiis relating to the Bonds for so Long as the United States of America is the Registered Owner ofthgBonds. Section 19. Ratification of the 2618 Bond. On June 1 27-2018 the Board approved the Rural Developme it l~grin Loan.Resolution:for the 2018 Bond.. This.r'esolutionratifies the date of the 2018 Bond. of December 15,2018,:.and the payment by the Registered Owner of the first draw on the'2018 Bond on:December 12,2018, in the amount of$132,360.05. All actions taken prior to the effective date of this resolution in furtherance,of fine purposes described in t1us: ;resolution and not inconsistent with the terms of this resolution are ratified,and confirmed in all I fes , Section 20. General Authorization. The County 'Treasurer, Auditor, and other appropriate officers of the County are severally authorized to take such actions and to execute such doeunients as in their judgment may be necessary or desirable.-to carry out the transactions contemplated in.connection with this resolution, and to do'evegd ng necessary for th:e-prompt delivery of the.Bonds to the Purchaser and for the proper application,use and investment of the bond proceeds. Section 21. Severability. The,provisions of this resolution are deelared to'be separate and sevetable. If a cqurt of competent jurisdiction, all appeals having been exhausteii 'or all appeal periods having run,finds any provision of this resolution to be invalid.or unenforceable as Ad any person or circumstance, such offending provision .shall, if feasible, be deemed to be niodiif'ied to be within the limits of enforceability or validity. However', if the offeiidiiig provision cannot be sq modified,.it shall be null and:void wth,respect to the particular persoyn or circumstance, and all other provisions of this resolution in rill anther respects, and the of provision with respect to all other:persons and all other circumstances, shall;remain:valid.and enforceable. Section 22. Effective Date of Resolution. Tliis resolution shall be effective immediately after its adoption in the manner provided bylaw., I i i I a r .10- -52936116.6 ADOPTED by the Board of.County Commissioner of.Mason County, Washington`at a L k ieguiar fneeting held 9u January 15,2019. MASON COUNTY,WASHINGTON By Chair of the o. d of County Commissioners W. C' Commissioner By ounty CombAssioner ATTEST: Cl k o oard AM VE AS TO FORM Clue D. �omey�� -11- �cir6.a i 9VI EOM I i 1 7 v J11a t i CERTIFICATION 1, the undersigfied..Clerk of the Board of Comtnissiondrs of Mason County,*Mhiiigton (herein called the "County") and keeper of the records of the Board of Commissioners of the County(herein called the Board"),"DO HEREBY CERTIFY: 1. That the attached Resolution is a true and correct copy of Pesoiutit)nXo..._0 9 of the County (herein called the x'Res .h finally passed at a regular meeting of the Board of the County held:oo the 15` day of January,2019 and duly recorded..0 yrecor e mmyoffic.e. 2. That said meeting was duly convened and held in all respects in accordance with jaw, and to the extent required by law, due and proper notice of such meeting was given; that a quorum of the Ward was present throughout the meeting.and a legallysufficient number of members of the Board.-voted in the proper manner for the passage of said Resolution; that all other requirements and proceedings incident to the proper adoption or=passage of said Resolution Dave been dul fulfilled, carried out,and otherwise observed,.and that duly at 1 am authorized to execute this certificate. IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of -the County this 15.4:iUy of japuaTy .2 Jerk of the and