HomeMy WebLinkAbout66-17 - Res. Providing Issuance, Sale, and Delivery of Limited Tax General Obligation Refunding Bonds51637003.3
MASON COUNTY, WASHINGTON
RESOLUTION No. l.cld {
A RESOLUTION of Mason County, Washington, providing for the
issuance, sale and delivery of not to exceed $7,250,000 aggregate principal
amount of limited tax general obligation refunding bonds to provide funds
necessary to refund certain outstanding general obligation bonds of the County;
fixing or setting parameters with respect to certain terms and covenants of the
bonds; and appointing the County's designated representative to approve the final
terms of the sale of the bonds.
Passed November 7, 2017
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3000
Seattle, Washington 981 OJ
(206) 447-4400
TABLE OF CONTENTS*
Section 1. Definitions ............................................................................................................... 1
Section 2. Findings and Determinations .................................................................................. 4
Section 3. Authorization of Bonds ........................................................................................... 6
Section 4. Description of the Bonds; Appointment of Designated Representative ................. 6
Section 5. Bond Registrar; Registration and Transfer of Bonds .............................................. 7
Section 6 . Form and Execution of Bonds ................................................................................ 8
Section 7. Payment of Bonds ................................................................................................... 9
Section 8. Bond Fund ............................................................................................................... 9
Section 9. Redemption Provisions and Open Market Purchase of Bonds ............................... 9
Section 10. Failure To Pay Bonds ............................................................................................ 11
Section 11. Pledge of Taxes ..................................................................................................... 11
Section 12. Tax Covenants; Designation of Bonds as "Qualified Tax-Exempt
Obligations" .......................................................................................................... 11
Section 13. Refunding or Defeasance of the Bonds ................................................................ 12
Section 14. Refunding of the Refunded Bonds ........................................................................ 12
Section 15. Call for Redemption of the Refunded Bonds ........................................................ 14
Section 16. Findings with Respect to Refunding ..................................................................... 14
Section 17. Sale and Delivery of the Bonds ............................................................................ 15
Section 18. Official Statement ................................................................................................. 15
Section 19. Continuing Disclosure .......................................................................................... 16
Section 20. Supplemental and Amendatory Resolutions ......................................................... 18
Section 21. General Authorization and Ratification ................................................................ 18
Section 22. Severability ........................................................................................................... 19
Section 23. Effective Date of Resolution ................................................................................. 19
*Th e cover page, table of contents and section headings of this reso lution are for convenien ce of reference only,
and shall not be used to resolve any question of interpretation of this resolution .
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5 1637003.3
MASON COUNTY, WASHINGTON
RESOLUTION NO. ---
A RESOLUTION of Mason County, Washington, providing for the
issuance, sale and delivery of not to exceed $7,250,000 aggregate principal
amount of limited tax general obligation refunding bonds to provide funds
necessary to refund certain outstanding general obligation bonds of the County;
fixing or setting parameters with respect to certain terms and covenants of the
bonds; and appointing the County's designated representative to approve the final
terms of the sale of the bonds.
THE BOARD OF COUNTY COMMISSIONERS OF MASON COUNTY,
WASHINGTON, DOES RESOLVE AS FOLLOWS:
Section 1. Definitions. As used in this resolution, the following capitalized terms
shall have the following meanings:
(a) "Acquired Obligations" means those United States Treasury Certificates of
Indebtedness, Notes, and Bonds--State and Local Government Series and other direct,
noncallable obligations of the United States of America purchased to accomplish the refunding
or defeasance of the Refunded Bonds as authorized by this resolution .
(b) "Authorized Denomination" means $5,000 or any integral multiple thereof within
amatmity.
(c) "Beneficial Owner" means , with respect to a Bond, the owner of any beneficial
interest in that Bond.
(d) "Board" means the Board of Commissioners of Mason County, the general
legislative authority of the County.
(e) "Bond Counsel" means the firm of Foster Pepper PLLC, its successor, or any
other attorney or firm of attorneys selected by the County as bond counsel.
(f) "Bond Fund" means the "Limited Tax General Obligation Refunding Bond Fund,
2017" created for the payment of the principal of and interest on the Bonds.
(g) "Bond Register" means the books or records maintained by the Bond Registrar for
the purpose of identifying ownership of the Bonds.
(h) "Bond Registrar" means the Fiscal Agent, or any successor bond registrar selected
by the County.
(i) "Bonds" means the bonds issued pursuant to and for the purposes provided in this
resolution.
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(j) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(k) "County" means Mason County, Washington, a municipal corporation duly
organized and existing under the laws of the State.
(1) "DTC" means The Depository Trust Company, New York, New York, or its
nommee.
(m) "Designated Representative" means the officer of the County appointed in
Section 4 of this resolution to serve as the County's designated representative in accordance with
RCW 39.46.040(2).
(n) "Final Terms" means the terms and conditions for the sale of a Series of Bonds
including, but not limited to the amount, date or dates, denominations, interest rate or rates ( or
mechanism for detennining interest rate or rates), payment dates, final maturity, redemption
rights, price, and other terms or covenants, including minimum savings for refunding bonds (if
the refunding bonds are issued for savings purposes).
( o) "Fiscal Agent" means the fiscal agent of the State, as the same may be designated
by the State from time to time.
(p) "Government Obligations" has the meaning given in RCW 39.53.010, as now in
effect or as may hereafter be amended.
( q) "Issue Date" means, with respect to any Series of Bonds, the date of initial
issuance and delivery of such Series to the Underwriter in exchange for the purchase price of
such Series.
(r) "Letter of Representations" means the Blanket Issuer Letter of Representations
between the County and the Securities Depository, dated May 1, 1998, as it may be amended
from time to time, and any successor or substitute letter relating to the operational procedures of
the Securities Depository.
(s) "MSRB" means the Municipal Securities Rulemaking Board.
(t) "Official Statement" means an offering document, disclosure document, private
placement memorandum or substantially similar disclosure document provided to purchasers and
potential purchasers in connection with the initial offering of a Series of the Bonds in
conformance with Rule 15c2-12 or other applicable regulations of the SEC.
(u) "Owner" means, without distinction, the Registered Owner and the Beneficial
Owner.
(v) "Rating Agency" means any nationally recognized rating agency then maintaining
a rating on the Bonds at the request of the County.
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(w) "Record Date" means the Bond Registrar's close of business on the 15th day of
the month preceding an interest payment date. With respect to redemption of a Bond prior to its
maturity, the Record Date shall mean the Bond Registrar's close of business on the date on
which the Bond Registrar sends the notice of redemption in accordance with Section 9.
(x) "Refunded Bonds" means all or a portion of the Refunding Candidates selected by
the Designated Representative to be refunded with proceeds of a Series of the Bonds and
included in the Refunding Plan.
(y) "Refunding Candidates" means the 2002 Refunding Candidates and the 2008
Refunding Candidates.
(z) "Refunding Plan" means:
(i) the placement of sufficient proceeds of the Bonds which, with other
money of the County, if necessary, may be used to acquire the Acquired Obligations to be
deposited, with cash, if necessary, with the Refunding Trustee;
(ii) the payment of the principal of and interest on the Refunded Bonds when
due up to and including the date as determined by the Designated Representative for the 2002
Refunded Bond, and June 1, 2018 for the 2008 Refunded Bonds, and the call, payment, and
redemption on such dates, of all of the then-outstanding Refunded Bonds at a price of par; and
(iii) may include the payment of the costs of issuing the Bonds and the costs of
carrying out the foregoing elements of the Refunding Plan.
(aa) "Refunding Trust Agreement" means a Refunding Trust Agreement between the
County and the Refunding Trustee.
(bb) "Refunding Trustee" means the trustee or escrow agent or any successor trustee or
escrow agent serving as refunding trustee to carry out the Refunding Plan.
(cc) "Registered Owner" means, with respect to a Bond, the person in whose name
that Bond is registered on the Bond Register. For so long as the County utilizes the book-entry
system for the Bonds under the Letter of Representations, Registered Owner shall mean the
Securities Depository.
( dd) "Rule 15c2-l 2" means Rule 15c2-12 promulgated by the SEC under the
Securities Exchange Act of 1934, as amended.
(ee) "SEC" means the United States Securities and Exchange Commission.
(ff) "Securities Depository" means DTC, any successor thereto, any substitute
securities depository selected by the County, or the nominee of any of the foregoing. Any
Securities Depository must be qualified under applicable laws and regulations to provide the
services proposed to be provided by it.
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(gg) "Series of Bonds" or "Series" means a series of Bonds issued pursuant to this
resolution.
(hh) "State" means the State of Washington.
(ii) "Term Bonds" means those Bonds designated as Term Bonds and subject to
mandatory redemption in the years and amounts as determined by the Designated
Representative.
(jj) "2002 Bond" means the outstanding Limited Tax General Obligation Bond, 2002
(Payable from Sewer Revenue), of the County, issued pursuant to Resolution No. 11-02.
(kk) "2002 Refunded Bond" means all or a portion of the 2002 Refunding Candidates
to be repaid with proceeds of a Series of the Bonds and included in the Refunding Plan.
(11) "2002 Refunding Candidates" means the outstanding 2007 Bond, the repayment
of which has been provided for by this resolution.
(mm) "2008 Bonds" means the County's Limited Tax General Obligation Bonds, 2008,
issued pursuant to Resolution No. 21-08.
(nn) "2008 Refunded Bonds" means all or a portion of the 2008 Refunding Candidates
to be refunded with proceeds of a Series of the Bonds and included in the Refunding Plan.
( oo) "2008 Refunding Candidates" means the outstanding 2008 Bonds maturing in the
years 2019, 2021, 2023, 2025 and 2027, the refundings of which has been provided for by this
resolution.
(pp) "Undertaking" means the undertaking to provide continuing disclosure entered
into pursuant to Section 19 of this resolution.
(qq) "Underwriter" means the corporation, film, association, partnership, trust, or other
legal entity or group of entities selected by the Designated Representative to serve as purchaser
in a private placement or underwriter in a negotiated sale of any Series of the Bonds.
Section 2. Findings and Determinations. The County takes note of the following
facts and makes the following findings and determinations:
(a) Authority and Description of the Refunding Plan.
(i) Pursuant to Resolution No. 11-02, the County heretofore issued its
$5,206,200 par value Limited Tax General Obligation Bond (Payable from Sewer Revenue),
2002 (the "2002 Bond"), for the purpose of making additions and bettennents to and extensions
of the sewerage collection and treatment system to serve the North Bay/Case Inlet area, and by
that resolution reserved the right to repay the 2002 Bond, prior to its maturity, at a price of par
plus accrued interest to the date fixed for redemption (the "2002 Refunding Candidates").
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(ii) There is presently $4,313,976.46 par value of 2002 Refunding Candidates
outstanding.
(iii) Pursuant to Resolution No. 21-08, the County heretofore issued its
$3,170,000 par value Limited Tax General Obligation Bonds, 2008 (the "2008 Bonds"), for the
purpose of providing a po1tion of the funds needed to purchase property at Third and Pine,
located adjacent to the County Government Complex in Shelton, and by that resolution reserved
the right to redeem the 2008 Bonds maturing on and after December 1, 2018, prior to their
maturity on or after June 1, 2018, at a price of par plus accrued interest to the date fixed for
redemption (the "2008 Refunding Candidates," and together with the 2002 Refunding
Candidates, the "Refunding Candidates").
(iv) There are presently $2,280,000 par value of 2008 Refunding Candidates
outstanding. In addition, there are an additional $190,000 of outstanding 2008 Bonds maturing
on December 1, 2017.
(v) After due consideration, it appears to the Board that all or a portion of the
Refunding Candidates may be refunded by the issuance and sale of the limited tax general
obligation refunding bonds authorized herein so that a savings will be effected by the difference
between the principal and interest cost over the life of the Bonds and the principal and interest
cost over the life of the Refunded Bonds but for such refunding, which refunding will be effected
by carrying out the Refunding Plan.
(b) D ebt Capacity. The maximum amount of indebtedness authorized by this
resolution is $7,250,000. Based on the following facts, this amount is to be issued within the
amount pennitted to be issued by the County for general municipal purposes without a vote:
(i) The assessed valuation of the taxable prope1ty within the County as
ascertained by the last preceding assessment for County purposes for collection in the calendar
year 2017 is $6,991,537,804.
(ii) As of July 31, 2017, the County had limited tax general obligation
indebtedness, consisting of bonds, notes and conditional sales contracts outstanding in the
principal amount of $13,865,549, including the Refunding Candidates, which is incurred within
the limit of up to 1 ½% of the value of the taxable property within the County permitted for
general municipal purposes without a vote.
(iii) As of July 31, 2017, the County had no unlimited tax general obligation
indebtedness.
(c) The Bonds. For the purpose of providing the funds necessary to cany out the
Refunding Plan and to pay the costs of issuance and sale of the Bonds, the Board finds that it is
in the best interests of the County and its taxpayers to issue and sell the Bonds to the
Underwriter, pursuant to the tenns set forth in the Bond Purchase Agreement as approved by the
County's Designated Representative consistent with this resolution.
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Section 3. Authorization of Bonds . The County shall hon-ow money on the credit of
the County and issue negotiable limited tax general obligation refunding bonds evidencing
indebtedness in the amount of not to exceed $7,250,000 to provide funds necessary to can-y out
the Refunding Plan and to pay the costs of issuance and sale of the Bonds. Any remaining
proceeds of the Bonds, after payment of costs of issuance, shall be deposited into the Bond Fund
to pay interest and principal on the Bonds on their first interest payment date.
Section 4. Description of the Bonds; Appointment of Designated Representative.
The County Treasurer, or the County Auditor in the absence of the Treasurer, is appointed as the
County's Designated Representative and is autho1ized and directed to conduct the sale of such
Bonds in the manner and upon the te1ms deemed most advantageous to the County, and to
approve the Final Tenns of the Bonds , with such additional te1ms and covenants as she deems
advisable, within the following parameters:
(a) Principal Amount. The Bonds may be issued in one or more Series and shall not
exceed the aggregate principal amount of $7,250,000.
(b) Date or Dates. Each Series of Bonds shall be dated as of its date of delivery to
the Underwriter, which date may not be later than December 31, 2018.
(c) Denominations, Series D esignation, etc. The Bonds must be issued in Authorized
Denominations, shall be numbered separately in the manner and shall bear any name and
additional designation as deemed necessary or appropriate by the Designated Representative.
(d) Interest Rate(s). The Bonds shall bear interest at fixed rates per annum
(computed on the basis of a 360-day year of twelve 30-day months) from their date or from the
most recent interest payment date for which interest has been paid or duly provided for,
whichever is later. One or more rates of interest may be fixed for the Bonds, provided that no
rate of interest for any Bond may exceed 5.50%, and the true interest cost to the County for a
Series of Bonds may not exceed 4.50%.
(e) Payment Dates . Interest must be payable at fixed rates semiannually on such
dates as are acceptable to the Designated Representative, commencing no later than one year
following the Issue Date. Principal payments shall commence on a payment date acceptable to
the Designated Representative and must be payable at matmity or in mandatory redemption
installments on such dates as are acceptable to the Designated Representative.
(f) Final Maturity. The Bonds shall mature no later than December 1, 2042.
(g) Redemption Rights. In her discretion, the Designated Representative may approve
provisions for the optional and mandatory redemption of Bonds, as follows:
(i) Optional Redemption. Any Bond or Series of Bonds may be designated as
being (A) subject to redemption at the option of the County prior to its maturity date on the dates
and at the prices as determined by the Designated Representative or (B) not subject to
redemption prior to its maturity date.
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(ii) Mandatory Redemption . Any Bond may be designated as a Term Bond,
subject to mandatory redemption prior to its maturity on the dates and in the amounts as
determined by the Designated Representative.
(h) Price. The purchase price for any Series of Bonds may not be less than 95% or
more than 125% of the stated principal amount of that Series.
(i)
Bonds.
Savings. There is a minimum net present value savings of 5.00% of the Refunded
(j) Other Terms and Conditions.
(i) A Series of Bonds may not be issued if it would cause the indebtedness of
the County to exceed the County's legal debt capacity on the Issue Date.
(ii) The Bonds may be sold in accordance with Section 18 of this resolution.
(iii) The Designated Representative may determine whether it is in the
County's best interest to provide for bond insurance or other credit enhancement, and may accept
such additional terms, conditions and covenants as she or he may determine are in the best
interests of the County, consistent with this resolution.
Section 5. Bond Registrar; Registration and Transfer of Bonds.
(a) Registration of Bonds. The Bonds shall be issued only in registered form as to
both principal and interest and the ownership of each Bond shall be recorded on the Bond
Register.
(b) Bond Registrar; Duties. The Fiscal Agent is appointed as initial Bond Registrar
for the Bonds . The Bond Registrar shall keep, or cause to be kept, sufficient books for the
registration and transfer of the Bonds, which shall be open to inspection by the County at all
times. The Bond Registrar is authorized, on behalf of the County, to authenticate and deliver
Bonds transferred or exchanged in accordance with the provisions of the Bonds and this
resolution, to serve as the County's paying agent for the Bonds 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 Bond Registrar's Certificate of Authentication on each Bond.
The Bond Registrar may become an Owner of a Bond with the same rights it would have if it
were not the Bond Registrar and, to the extent permitted by law, may act as depository for and
permit any of its officers or directors to act as members of, or in any other capacity with respect
to, any committee formed to protect the rights of Beneficial Owners.
(c) Bond Register; Transfer and Exchange. The Bonds shall be issued only in
registered form as to both principal and interest and shall be recorded on the Bond Register. The
Bond Register shall contain the name and mailing address of the Registered Owner of each Bond
and the principal amount and number of each Bond held by each Registered Owner. A Bond
smrendered to the Bond Registrar may be exchanged for a Bond or Bonds in any Autho1ized
Denomination of an equal aggregate principal amount and of the same Series, interest rate and
maturity. Bonds may be transferred only if endorsed in the manner provided thereon and
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surrendered to the Bond Registrar. Any exchange or transfer shall be without cost to the Owner
or transferee. The Bond Registrar shall not be obligated to exchange any Bond or transfer
registered ownership during the period between the applicable Record Date and the next
upcoming interest payment or redemption date.
(d) Securities Depository; Book-Entry Form. If a Bond is to be issued in book-entry
form, DTC shall be appointed as initial Securities Depository and each such Bond initially shall
be registered in the name of Cede & Co., as the nominee of DTC. Each Bond registered in the
name of the Securities Depository shall be held fully immobilized in book-entry only f01m by the
Securities Depository in accordance with the provisions of the Letter of Representations.
Registered ownership of any Bond registered in the name of the Securities Depository may not
be transferred except: (i) to any successor Securities Depository; (ii) to any substitute Securities
Depository appointed by the County; or (iii) to any person if the Bond is no longer to be held in
book-entry only form. Upon the resignation of the Securities Depository, or upon a termination
of the services of the Securities Depository by the County, the County may appoint a substitute
Securities Depository. If (i) the Securities Depository resigns and the County does not appoint a
substitute Securities Depository, or (ii) the County terminates the services of the Securities
Depository, the Bonds no longer shall be held in book-entry only form and the registered
ownership of each Bond may be transferred to any person as provided in this resolution.
Neither the County nor the Bond Registrar shall have any obligation to participants of
any Securities Depository or the persons for whom they act as nominees regarding accuracy of
any records maintained by the Securities Depository or its participants. Neither the County nor
the Bond Registrar shall be responsible for any notice which is pe1mitted or required to be given
to a Registered Owner except such notice as is required to be given by the Bond Registrar to the
Securities Depository.
Section 6. Form and Execution of Bonds.
(a) Form of Bonds; Signatures and Seal. Each Bond shall be prepared in a form
consistent with the provisions of this resolution and State law. Each Bond shall be signed by the
Chair of the Board and County Auditor as ex officio Clerk of the Board, either or both of whose
signatures may be manual or in facsimile, and the seal of the County or a facsimile reproduction
thereof shall be impressed or printed thereon. If any officer whose manual or facsimile signature
appears on a Bond ceases to be an officer of the County authorized to sign bonds before the
Bond bearing his or her manual or facsimile signature is authenticated by the Bond Registrar, or
issued or delivered by the County, that Bond nevertheless may be authenticated, issued and
delivered and, when authenticated, issued and delivered, shall be as binding on the County as
though that person had continued to be an officer of the County authorized to sign bonds. Any
Bond also may be signed on behalf of the County by any person who, on the actual date of
signing of the Bond, is an officer of the County authorized to sign bonds, although she or he did
not hold the required office on its Issue Date.
(b) Authentication. Only Bonds bearing a Certificate of Authentication m
substantially the following form, manually signed by the Bond Registrar, shall be valid or
obligatory for any purpose or entitled to the benefits of this resolution: "Certificate of
Authentication. This Bond is one of the fully registered Mason County, Washington, Limited
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Tax General Obligation Refunding Bonds, 2017." 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 resolution.
Section 7. Payment of Bonds. Principal of and interest on each Bond shall be
payable in lawful money of the United States of America. Principal of and interest on each Bond
registered in the name of the Securities Depository is payable in the manner set forth in the
Letter of Representations. Interest on each Bond not registered in the name of the Securities
Depository is payable by electronic transfer on the interest payment date, or by check or draft of
the Bond Registrar mailed on the interest payment date to the Registered Owner at the address
appearing on the Bond Register on the Record Date. However, the County is not required to
make electronic transfers except pursuant to a request by a Registered Owner in writing received
on or p1ior to the Record Date and at the sole expense of the Registered Owner. P1incipal of
each Bond not registered in the name of the Securities Depository is payable upon presentation
and smTender of the Bond by the Registered Owner to the Bond Registrar. The Bonds are not
subject to acceleration under any circumstances.
Section 8. Bond Fund. The Bond Fund is created as a special fund for the sole
purpose of paying p1incipal of and interest on the Bonds. Bond proceeds in excess of the
amounts needed to carry out the Refunding Plan and paying the costs of issuance, if any, shall be
deposited into the Bond Fund. All amounts allocated to the payment of the principal of and
interest on the Bonds shall be deposited in the Bond Fund as necessary for the timely payment of
amounts due with respect to the Bonds. The principal of and interest on the Bonds shall be paid
out of the Bond Fund, and until needed for this purpose, the County may invest money in the
Bond Fund temporarily in any legal investment, and the investment earnings shall be retained in
the Bond Fund and be used for the purposes of that fund .
Section 9. Redemption Provisions and Open Market Purchase of Bonds.
(a) Optional Redemption. The Bonds may be subject to optional redemption on
tenns acceptable to the Designated Representative, within the parameters set forth in Section 4.
Any Bond that is subject to optional redemption may be selected by the County, in its sole
discretion, for redemption in whole or in part at any time at which redemption is pe1mitted as
detennined by the Designated Representative.
(b) Mandatory Redemption. Bonds designated as Term Bonds by the Designated
Representative, within the parameters set forth in Section 4, if not previously redeemed under
any optional redemption provisions, defeased or purchased and surrendered for cancellation
under the provisions set forth below, shall be called for redemption at a price equal to the stated
principal amount to be redeemed, plus accrned interest, on the redemption dates and in the
redemption amounts as determined by the Designated Representative. If Te1m Bonds are
redeemed under the optional redemption provisions, defeased or purchased by the County and
cancelled, the principal amount of the Tenn Bonds so redeemed, defeased or purchased
(irrespective of their actual redemption or purchase prices) shall be credited against one or more
scheduled mandatory redemption amounts for those Term Bonds. The County shall determine
the manner in which the credit is to be allocated and shall notify the Bond Registrar in writing of
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its allocation prior to the earliest mandatory redemption date for that maturity of Tenn Bonds for
which notice of redemption has not already been given.
( c) Selection of Bonds for Redemption; Partial Redemption. All or a portion of the
principal amount of any Bond that is subject to optional or mandatory redemption may be
redeemed in any Authorized Denomination. If less than all of the outstanding principal amount
of any Bond is redeemed, upon surrender of that Bond to the Bond Registrar, there shall be
issued to the Registered Owner, without charge, a new Bond ( or Bonds, at the option of the
Registered Owner) of the same Series, maturity and interest rate in any Authorized
Denomination in the aggregate principal amount remaining unredeemed. The principal portion
of any Bond registered in the name of the Securities Depository which is to be partially
redeemed shall be selected in accordance with the Letter of Representations. If a Bond ceases to
be held in book-entry form, the portion to be partially redeemed shall be selected randomly in
such manner as the Bond Registrar shall determine.
(d) Notice of Redemption. While a Bond is registered in the name of the Securities
Depository, notice of redemption shall be given as required in accordance with the Letter of
Representations. If a Bond ceases to be held in book-entry fonn, unless waived by the
Registered Owner of the Bond to be redeemed, the County shall cause notice of an intended
redemption of Bonds to be given by the Bond Registrar not less than 20 nor more than 60 days
prior to the date fixed for redemption by first-class mail, postage prepaid, to the Registered
Owner of each Bond to be redeemed at the address appeaiing on the Bond Register on the
Record Date. The requirements of the preceding sentence shall be satisfied when notice has been
mailed as so provided, whether or not it is actually received by an Owner of any Bond. In
addition, the redemption notice shall be mailed or sent electronically within the same period to
the MSRB (if required under the Undertaking), to each Rating Agency, and to such other persons
and with such additional information as the Designated Representative shall detennine, but these
additional mailings shall not be a condition precedent to the redemption of a Bond.
( e) Rescission of Optional Redemption Notice. In the case of an optional redemption,
the notice of redemption may state that the County retains the right to rescind the redemption
notice and the optional redemption of those Bonds by giving a notice of rescission to the affected
Registered Owners at any time p1ior to the scheduled optional redemption date. Any notice of
optional redemption that is so rescinded shall be of no effect, and a Bond for which a notice of
optional redemption has been rescinded shall remain outstanding.
(f) Effect of Redemption. Interest on Bonds called for redemption shall cease to
accrue on the date fixed for redemption, unless either the notice of redemption is rescinded as set
forth above, or money sufficient to effect such redemption is not on deposit in the Bond Fund ( or
in an escrow account established to carry out a refunding or defeasance of the redeemed Bonds,
if any).
(g) Open Market Purchase. The County reserves the right to purchase any or all of
the Bonds in the open market at any time at any price acceptable to the County plus accrued
interest to the date of purchase.
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Section 10. Failure To Pay Bonds. If any Bond is not redeemed when properly
presented at its maturity date or date fixed for redemption, the County shall be obligated to pay
interest on that Bond at the same rate provided in the Bond from and after its maturity or date
fixed for redemption until that Bond, both principal and interest, is paid in full or until sufficient
money for its payment in full is on deposit in the Bond Fund and the Bond has been called for
payment by giving notice of that call to the Registered Owner.
Section 11. Pledge of Taxes. The Bonds constitute a general indebtedness of the
County and are payable from tax revenues of the County, and sewer revenue from the North
Bay/Case Inlet portion of the sewerage collection and treatment system for the portion of the
Bonds used to repay the 2002 Bond, and such other money as is lawfully available and pledged
by the County for repaying the Bonds. For as long as any of the Bonds are outstanding, the
County irrevocably pledges that it shall, in the manner provided by law within the constitutional
and statutory limitations provided by law without the assent of the voters, include in its annual
levy amounts sufficient, taking into account other money that is lawfully available, to pay
principal of and interest on the Bonds as the same becomes due. The full faith, credit and
resources of the County are pledged irrevocably for the prompt payment of the principal of and
interest on the Bonds and such pledge shall be enforceable in mandamus against the County.
Nothing would prevent the County from issuing additional debt payable from the sewer
revenue of the North Bay/Case Inlet p01iion of the sewerage collection and treatment system of
the County, and to establish a priority of payments from such sewer revenue.
Section 12. Tax Covenants; Designation of Bonds as "Qualified Tax-Exempt
Obligations."
(a) Preservation of Tax Exemption for Interest on Bonds. The County covenants that
it will take all actions necessary to prevent interest on the Bonds from being included in gross
income for federal income tax purposes, and it will neither take any action nor make or permit
any use of proceeds of the Bonds or other funds of the County treated as proceeds of the Bonds
at any time during the term of the Bonds which will cause interest on the Bonds to be included in
gross income for federal income tax purposes. The County also covenants that it will, to the
extent the arbitrage rebate requirements of Section 148 of the Code are applicable to the Bonds,
take all actions necessary to comply ( or to be treated as having complied) with those
requirements in connection with the Bonds, including the calculation and payment of any
penalties that the County has elected to pay as an alternative to calculating rebatable arbitrage,
and the payment of any other penalties if required under Section 148 of the Code to prevent
interest on the Bonds from being included in gross income for federal income tax purposes.
(b) Post-Issuance Compliance. The Treasurer, or her designee, is authorized and
directed to review and update the County's written procedures to facilitate compliance by the
County with the covenants in this resolution and the applicable requirements of the Code that
must be satisfied after the Issue Date to prevent interest on the Bonds from being included in
gross income for federal tax purposes.
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51637003.3
(c) Designation of Bonds as "Qualified Tax-Exempt Obligations." The Bonds shall
be designated as "qualified tax-exempt obligations" for the purposes of Section 265(b )(3) of the
Code, if the following conditions are met:
(i) the Bonds are not "private activity bonds" within the meaning of
Section 141 of the Code;
(ii) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds and other obligations not required to be included in such calculation)
which the County and any entity subordinate to the County (including any entity that the County
controls, that derives its authority to issue tax-exempt obligations from the County, or that issues
tax-exempt obligations on behalf of the County) will issue during the calendar year in which the
Bonds are issued will not exceed $10,000,000; and
(iii) the amount of tax-exempt obligations, including the Bonds, designated by
the County as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3) of the
Code during the calendar year in which the Bonds are issued does not exceed $10,000,000.
Section 13. Refunding or Defeasance of the Bonds. The County may issue refunding
bonds pursuant to State law or use money available from any other lawful source to carry out a
refunding or defeasance plan, which may include (a) paying when due the principal of and
interest on the affected Bonds (the "defeased Bonds"); (b) redeeming the defeased Bonds prior to
their maturity; and ( c) paying the costs of the refunding or defeasance . If the County sets aside
in a special trust fund or escrow account irrevocably pledged to that redemption or defeasance
(the "trust account"), money and/or Government Obligations maturing at a time or times and
bearing interest in amounts sufficient to redeem, refund or defease the defeased Bonds in
accordance with their terms , then all right and interest of the Owners of the defeased Bonds in
the covenants of this resolution and in the funds and accounts obligated to the payment of the
defeased Bonds shall cease and become void. Thereafter, the Owners of defeased Bonds shall
have the right to receive payment of the principal of and interest on the defeased Bonds solely
from the trust account and the defeased Bonds shall be deemed no longer outstanding. In that
event, the County may apply money remaining in any fund or account ( other than the trust
account) established for the payment or redemption of the defeased Bonds to any lawful purpose.
While a Bond is registered in the name of the Securities Depository, notice of any
defeasance shall be given in the manner prescribed in the Letter of Representations for notices of
redemption of Bonds. If a Bond ceases to be held in book-entry fo1m, then unless specified by
the County in a refunding or defeasance plan, selection of Bonds to be defeased, notice of
defeasance and replacement of Bond certificates shall be done in accordance with the provisions
of this resolution for the redemption of Bonds prior to their maturity.
Section 14. Refunding of the Refunded Bonds.
(a) Appointment of Refunding Trustee. The Designated Representative is authorized
to appoint a Refunding Trustee in connection with the Bonds.
(b) Use of Bond Proceeds ; Acquisition of Acquired Obligations. A sufficient amount
of the proceeds of the sale of the Bonds and other funds of the County, if available, shall be
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5 1637003.3
deposited immediately upon the receipt thereof with the Refunding Trustee and used to discharge
the obligations of the County relating to the Refunded Bonds under Resolutions Nos. 11-02 and
82-08 by providing for the payment of the amounts required to be paid by the Refunding Plan.
To the extent practicable, such obligations shall be discharged fully by the Refunding Trustee's
simultaneous purchase of the Acquired Obligations, bearing such interest and maturing as to
principal and interest in such amounts and at such times so as to provide, together with a
beginning cash balance, if necessary, for the payment of the amount required to be paid by the
Refunding Plan. The Acquired Obligations, if acquired, will be listed and more particularly
described in an exhibit to be attached to the Refunding Trust Agreement between the County and
the Refunding Trustee, but are subject to substitution as set forth below. Any Bond proceeds or
other money deposited with the Refunding Trustee not needed to purchase the Acquired
Obligations and provide a beginning cash balance, if any, and pay the costs of issuance of the
Bonds shall be returned to the County and deposited into the Bond Fund to pay interest on the
Bonds on the first interest payment date.
If payment of the costs of issuance of the Bonds is not included in the Refunding Plan,
the Bond proceeds that are not deposited with the Refunding Trustee will be deposited with the
County to be used to pay the costs of issuance of the Bonds.
( c) Substitution of Acquired Obligations. Prior to the purchase of any Acquired
Obligations by the Refunding Trustee, the County reserves the right to substitute other direct,
noncallable obligations of the United States of America ("Substitute Obligations") for any of the
Acquired Obligations and to use any savings created thereby for any lawful County purpose if,
(a) in the opinion of the County's bond counsel, the interest on the Bonds and the Refunded
Bonds will remain excluded from gross income for federal income tax purposes under
Sections 103, 148, and 149(d) of the Code, and (b) such substitution shall not impair the timely
payment of the amounts required to be paid by the Refunding Plan, as verified by a nationally
recognized independent certified public accounting firm.
After the purchase of the Acquired Obligations by the Refunding Trustee, the County
reserves the right to substitute therefor cash or Substitute Obligations subject to the conditions
that such money or securities held by the Refunding Trustee shall be sufficient to carry out the
Refunding Plan, that such substitution will not cause the Bonds or the Refunded Bonds to be
arbitrage bonds within the meaning of Section 148 of the Code and regulations thereunder in
effect on the date of such substitution and applicable to obligations issued on the issue dates of
the Bonds and the Refunded Bonds, as applicable, and that the County obtain, at its expense:
(1) a verification by a nationally recognized independent certified public accounting firm
acceptable to the Refunding Trustee confirming that the payments of principal of and interest on
the substitute securities, if paid when due, and any other money held by the Refunding Trustee
will be sufficient to carry out the Refunding Plan; and (2) an opinion from a nationally
recognized bond counsel to the County, to the effect that the disposition and substitution or
purchase of such securities, under the statutes, rules, and regulations then in force and applicable
to the Bonds, will not cause the interest on the Bonds or the Refunded Bonds to be included in
gross income for federal income tax purposes and that such disposition and substitution or
purchase is in compliance with the statutes and regulations applicable to the Bonds. Any surplus
money resulting from the sale, transfer, other disposition, or redemption of the Acquired
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Obligations and the substitutions therefor shall be released from the trust estate and transferred to
the County to be used for any lawful County purpose.
(d) Administration of Refunding Plan. The Refunding Trustee is authorized and
directed to purchase the Acquired Obligations (or substitute obligations), if so directed by the
Designated Representative, and to make the payments required to be made by the Refunding
Plan from the Acquired Obligations (or substitute obligations) and money deposited with the
Refunding Trustee pursuant to this resolution. All Acquired Obligations ( or substitute
obligations) and the money deposited with the Refunding Trustee and any income therefrom
shall be held irrevocably, invested and applied in accordance with the provisions of Resolutions
Nos. 11-02 and 21-08, this resolution, chapter 39.53 RCW and other applicable statutes of the
State of Washington and the Refunding Trust Agreement. All necessary and proper fees,
compensation, and expenses of the Refunding Trustee for the Bonds and all other costs
incidental to the setting up of the escrow to accomplish the refunding or defeasance of the
Refunded Bonds and costs related to the issuance and delivery of the Bonds, including bond
printing, Bond Counsel's fees, and other related expenses, shall be paid out of the proceeds of
the Bonds.
( e) Authorization for Refunding Trust Agreement. To carry out the Refunding Plan
provided for by this resolution, the Designated Representative is authorized and directed to
execute and deliver to the Refunding Trustee a Refunding Trnst Agreement setting forth the
duties, obligations and responsibilities of the Refunding Trnstee in connection with the payment,
redemption, and retirement of the Refunded Bonds as provided herein and stating that the
provisions for payment of the fees, compensation, and expenses of such Refunding Trnstee set
forth therein are satisfactory to it. Prior to executing the Refunding Trnst Agreement, the
Designated Representative is authorized to make such changes therein that do not change the
substance and purpose thereof or that assure that the escrow provided therein and the Bonds are
in compliance with the requirements of federal law governing the exclusion of interest on the
Bonds from gross income for federal income tax purposes.
Section 15. Call for Redemption of the Refunded Bonds . The County calls for the
repayment on or shortly after the issuance of the Bonds of the 2002 Bond at par plus accrned
interest and for the redemption on June 1, 2018 all of the 2008 Bonds to be refunded at par plus
accrned interest, or such other date(s) as may be determined by the Designated Representative.
Such call for redemption shall be irrevocable after the delivery of the Bonds to the initial
purchaser thereof.
The proper County officials are authorized and directed to give or cause to be given such
notices as required, at the times and in the manner required, pursuant to Resolutions Nos. 11-02
and 21-08 in order to effect the redemption prior to their maturity of the Refunded Bonds.
Section 16. Findings with Respect to Refunding. The Board authorizes the
Designated Representative to issue the Bonds if it will achieve debt service savings to the
County and is in the best interest of the County and its taxpayers. In making such finding and
dete1mination, the Designated Representative will give consideration to the fixed maturities of
the Bonds and the Refunded Bonds, the costs of issuance of the Bonds and the known earned
income from the investment of the proceeds of the issuance and sale of the Bonds and other
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money of the County used in the Refunding Plan, if any, pending payment and redemption of the
Refunded Bonds.
The Designated Representative may also purchase Acquired Obligations to be deposited
with the Refunding Trustee, together with the income therefrom, and with any necessary
beginning cash balance, which will be sufficient to redeem the Refunded Bonds and will
discharge and satisfy the obligations of the County under Resolutions Nos. 11-02 and 21-08 with
respect to the Refunded Bonds, and the pledges, charges, trusts, covenants, and agreements of
the County therein made or provided for as to the Refunded Bonds, and that the Refunded Bonds
shall no longer be deemed to be outstanding under such resolutions immediately upon the deposit
of such money with the Refunding Trustee.
Section 17. Sale and Delivery of the Bonds .
(a) Manner of Sale of Bonds; Delivery of Bonds. The Designated Representative
is authorized to sell each Series of the Bonds by negotiated sale or private placement consistent
with this resolution, based on her assessment of market conditions, in consultation with
appropriate County officials and staff, Bond Counsel and other advisors . In determining the
method of sale of a Series and accepting the Final Terms of the Bonds, the Designated
Representative shall take into account those factors that, in her judgment, may be expected to
result in the lowest true interest cost on the Bonds to their maturity, including, but not limited to
cun-ent interest rates for obligations comparable to the Bonds.
(b) Procedure for Negotiated Sale or Private Placement. If the Designated
Representative determines that a Series of the Bonds are to be sold by negotiated sale or private
placement, the Designated Representative shall select one or more purchasers with which to
negotiate such sale. A bond purchase agreement for each Series of the Bonds shall set forth the
Final Terms. The Designated Representative is authorized to execute the bond purchase
agreement on behalf of the County, so long as the terms provided therein are consistent with the
terms of this resolution.
( c) Preparation, Execution and Delivery of the Bonds . The Bonds will be prepared at
County expense and will be delivered to the Underwriter with the approving legal opinion of
Bond Counsel regarding the Bonds.
Section 18. Official Statement.
(a) Preliminary Official Statement Deemed Final. The Designated Representative
shall review and, if acceptable to her, approve the preliminary Official Statement prepared in
connection with each sale of a Series of the Bonds to the public or through a Purchaser as a
placement agent. For the sole purpose of the Purchaser's compliance with paragraph (b)(l) of
Rule 15c2-12, if applicable, the Designated Representative is auth01ized to deem that
preliminary Official Statement final as of its date, except for the omission of information
pennitted to be omitted by Rule 15c2-12. The County approves the distiibution to potential
purchasers of the Bonds of a preliminary Official Statement that has approved by the Designated
Representative and been deemed final, if applicable, in accordance with this subsection.
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5 163 7003.3
(b) Approval of Final Official Statement. The County approves the preparation of a
final Official Statement for each Series of the Bonds to be sold to the public in the form of the
preliminary Official Statement that has been approved and deemed final in accordance with
subsection (a), with such modifications and amendments as the Designated Representative deems
necessary or desirable, and further authorizes Designated Representative to execute and deliver
such final Official Statement to the Purchaser if required under Rule 15c2-l 2. The County
authorizes and approves the distribution by the Purchaser of the final Official Statement so
executed and delivered to purchasers and potential purchasers of a Series of the Bonds.
Section 19. Continuing Disclosure. To meet the requirements of paragraph (b)(5) of
Rule 15c2-12, as applicable to a participating underwriter for the Bonds, the County makes the
following written Undertaking for the benefit of holders of the Bonds:
(a) Undertaking to Provide Annual Financial Information and Notice of Listed
Events. The County undertakes to provide or cause to be provided, either directly or through a
designated agent, to the MSRB, in an electronic format as prescribed by the MSRB,
accompanied by identifying information as prescribed by the MSRB:
(i) Annual financial information and operating data of the type included in
the final official statement for the Bonds and described in subsection (b )(i) of this section
("annual financial infmmation").
(ii) Timely notice (not in excess of 10 business days after the occmTence of
the event) of the occun-ence of any of the following events with respect to the Bonds (which may
be amended if Rule 15c2-12 is amended prior to the Issue Date of the Bonds): (1) principal and
interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled
draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit
enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or
their failure to perfonn; (6) adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701 -TEB)
or other material notices or dete1minations with respect to the tax status of the Bonds, or other
material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the
Bonds, if material; (8) bond calls ( other than scheduled mandatory redemptions of Term Bonds),
if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property
securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency,
receivership or similar event of the County, as such "Bankruptcy Events" are defined in Rule
15c2-12; (13) the consummation of a merger, consolidation, or acquisition involving the County
or the sale of all or substantially all of the assets of the County other than in the ordinary course
of business, the entry into a definitive agreement to undertake such an action or the termination
of a definitive agreement relating to any such actions, other than pursuant to its terms, if
mate1ial; and (14) appointment of a successor or additional trustee or the change of name of a
trustee, if material.
(iii) Timely notice of a failure by the County to provide the required annual
financial information described in paragraph (b )(i) on or before the date specified in
paragraph (b )(ii).
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5 1637003 .3
(b) Type of Annual Financial Information Undertaken to be Provided. The annual
financial information that the County undertakes to provide in subsection (a) of this section:
(i) Shall consist of (1) annual financial statements prepared ( except as noted
in the financial statements) in accordance with applicable generally accepted accounting
principles applicable to local governmental units of the State such as the County, as such
principles may be changed from time to time; (2) authorized, issued and outstanding balance of
general obligation bonds; (3) assessed valuation for the fiscal year; and (4) regular property tax
levy rate for the fiscal year;
(ii) Shall be provided not later than the last day of the ninth month after the
end of each fiscal year of the County ( currently, a fiscal year ending December 31 ), as such
fiscal year may be changed as required or pe1mitted by State law, commencing with the County's
fiscal year ending December 31, 2017; and
(iii) May be provided in a single or multiple documents, and may be
incorporated by specific reference to documents available to the public on the Internet website of
the MSRB or filed with the SEC.
If not submitted as part of the annual financial information described in paragraph (b )(i)
above, the County will provide or cause to be provided to the MSRB audited financial
statements, when and if available.
(c) Amendment of Undertaldng. The Undertaking is subject to amendment after the
primary offering of the Bonds without the consent of any holder of any Bond, or of any broker,
dealer, municipal securities dealer, paiiicipating underwriter, Rating Agency or the MSRB,
under the circumstances and in the manner permitted by Rule 15c2-12. The County will give
notice to the MSRB of the substance ( or provide a copy) of any amendment to the Undertaking
and a brief statement of the reasons for the amendment. If the amendment changes the type of
annual financial information to be provided, the annual financial infonnation containing the
amended financial information will include a narrative explanation of the effect of that change on
the type of information to be provided.
(d) Beneficiaries. The Undertaking evidenced by this section shall inure to the
benefit of the County and the Beneficial Owner of a Bond, and shall not inure to the benefit of or
create any rights in any other person.
(e) Termination of Undertaldng. The County's obligations under this Unde1iaking
shall tenninate upon the legal defeasance of all of the Bonds. In addition, the County's
obligations under this Undertaking shall terminate if those provisions of Rule 15c2-12 which
require the County to comply with this Undertaking become legally inapplicable in respect of the
Bonds for any reason, as confirmed by an opinion of Bond Counsel delivered to the County, and
the County provides timely notice of such tennination to the MSRB.
(t) Remedy for Failure to Comply with Undertaldng. As soon as practicable after the
County learns of any failure to comply with the Undertaking, the County will proceed with due
diligence to cause such noncompliance to be corrected. No failure by the County or other
obligated person to comply with the Undertaking shall constitute a default in respect of the
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51637003.3
Bonds. The sole remedy of a Beneficial Owner of a Bond shall be to take action to compel the
County or other obligated person to comply with the Undertaking, including seeking an order of
specific performance from an appropriate comi.
(g) Designation of Official Responsible to Administer Undertaldng. The Designated
Representative or her designee is authorized to take such further actions as may be necessary,
appropriate or convenient to carry out this Undertaking in accordance with Rule 15c2-12,
including, without limitation, the following actions:
(i) Preparing and filing the annual financial information undertaken to be
provided;
(ii) Determining whether any event specified in subsection (a) has occurred,
assessing its materiality, where necessary, with respect to the Bonds, and preparing and
disseminating any required notice of its occurrence;
(iii) Determining whether any person other than the County is an "obligated
person" within the meaning of Rule 15c2-12 with respect to the Bonds, and obtaining from such
person an undertaking to provide any annual financial information and notice of listed events for
that person in accordance with Rule 15c2-12;
(iv) Selecting, engaging and compensating designated agents and consultants,
including but not limited to financial advisors and legal counsel, to assist and advise the County
in carrying out the Undertaking; and
(v) Effecting any necessary amendment of the Undertaking.
Section 20. Supplemental and Amendatory Resolutions. The County may supplement
or amend this resolution for any one or more of the following purposes without requiring the
consent of any Owners of the Bonds:
( a) To add covenants and agreements that do not adversely affect the interests of the
Beneficial Owners of the Bonds, or to surrender any right or power reserved to or conferred upon
the County.
(b) To cure any ambiguities, or to cure, correct or supplement any defective provision
contained in this resolution in a manner that does not materially adversely affect the interest of
the Beneficial Owners of the Bonds.
Section 21. General Authorization and Ratification. The Designated Representative,
and other appropriate officers of the County are severally authorized to take such actions and to
execute such documents as in their judgment may be necessary or desirable to carry out the
transactions contemplated in connection with this resolution, and to do everything necessary for
the prompt delivery of the Bonds to the Underwriter and for the proper application, use and
investment of the bond proceeds. All actions taken prior to the effective date of this resolution in
furtherance of the purposes described in this resolution and not inconsistent with the terms of this
resolution are ratified and confirmed in all respects .
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51637003 .3
Section 22. Severability. The provisions of this resolution are declared to be separate
and severable. If a court of competent jurisdiction, all appeals having been exhausted or all
appeal periods having run, finds any provision of this resolution to be invalid or unenforceable as
to any person or circumstance, such offending prov ision shall , if feasible , be deemed to be
modified to be within the limits of enforceability or validity. However, if the offending
provision cannot be so modified, it shall be null and void with respect to the particular person or
circumstance, and all other provisions of this resolution in all other respects, and the offending
provision with respect to all other persons and all other circumstances, shall remain valid and
enforceable.
Section 23. Effective Date of Resolution. This resolution shall be effective
immediately after its adoption in the manner provided by law.
ADOPTED by the Board of County Commissioners of Mason County, Washington at a
regular meeting held on November 7, 2017.
ATTEST:cQ L
e,
~eBoard
5 1637003.3
MASON COUNTY, WASHINGTON
By 1-~~\nmissioner
By L of)"\ 1---dL
County Commissioner
-19-
CERTIFICATE OF MANUAL SIGNATURE
STATE OF WASHING TON )
) ss.
COUNTY OF MASON )
I , the undersigned affiant, being first duly sworn, on oath depose and say:
My Name is ______ -=M=e=l=is=sa=D~r~ew~ry.,__ ______ _
(print or type)
I have been duly chosen and am qualified and acting as:
Clerk of the Board of County Commissioners
(title or position)
for Mason County, Washington
The signature appearing above is my true manual signature.
This affidavit is made to comply with Chapter 86, Washington Laws of 1969.
Notary public u, • .._,_ ....... ~ ington
residing at __,,~~,,....;,-=-==~CL.!.,rF--------==------1----
Printed Name ----i.L£tP:-'IQ.~~~!..-!-~u_~--
52878523 .1
CERTIFICATION
I, the undersigned, Clerk of the Board of Commissioners of Mason County, Washington
(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 Resolution No. (o(o -17
of the County (herein called the "Resolution"), as finally passed at a regular meeting of the
Board of the County held on the 7th day of November, 2017, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
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 passage of said Resolution; that all
other requirements and proceedings incident to the proper adoption or passage of said Resolution
have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the County this lt-V\. day of November, 2017.
51637003.3
CERTIFICATE OF MANUAL SIGNATURE
11£5l 1csrn11 e signature
STATE OF WASHINGTON )
) ss.
COUNTY OF MASON )
I, the undersigned affiant, being first duly sworn, on oath depose and say:
My Name is _______ K_e_v_i_n_S_h_u_tt_._y _____ _
(print or typ e)
I have been duly chosen and am qualified and acting as:
for
Chair, Board of County Commissioners
(title or position)
Mason County, Washington
The signature appearing above is my true manual signature.
This affidavit is made to comply with Chapter 86, Washington Laws of 1969.
Sig nature
Subscribed and sworn to before me this --r"' day of ............... ~~-2017.
-,,
h.
52878523 .1
Notary Public
State of Washington
MELISSA DREWRY
MY COMMISSION EXPIRES
OCTOBER 20, 2019
l-
Please sign three times (in the center of each box) using black ink. This signature will be used as
your facsimile signature on the Limited Tax General Obligation Refunding Bonds, 201 7.
Kevin Shutty: Melissa Drewry:
52878523 .1