HomeMy WebLinkAbout47-98 - Res. Issuing $1,810,000 Limited Tax General Obligation Bonds MASON COUNTY,WASHINGTON
RESOLUTION NO. `'
A RESOLUTION of Mason County. Washington, relating to contracting
indebtedness; providing for the issuance of $1,810,000 par value of Limited Tax
General Obligation Bonds, 1998, of the County for general County purposes to
provide funds with which to pay a part of the cost of acquiring and remodeling
certain land and buildings for general County purposes; fixing the date, form,
maturities, interest rates, terms and covenants of the bonds; establishing a bond
redemption fund and an acquisition fund; providing for bond insurance; and
approving the sale and providing for the delivery of the bonds to BancAmerica
ROBERTSON STEPHENS of Seattle,Washington.
WHEREAS, Mason County, Washington (the "County"), is in need of acquiring and
remodeling land and buildings for general County purposes to provide administrative offices of the
County and other capital purposes, the estimated cost of which is $1,570,000, and the County does
not have available sufficient funds to pay the cost; and
WHEREAS, Financial Security Assurance, Inc. (the `Bond Insurer"), has made a
commitment to issue an insurance policy (the `Bond Insurance Policy") insuring the payment
when due of the principal of and interest on the Bonds as provided therein, and the Board of
County Commissioners deems that the purchase of the Bond Insurance Policy is in the best
interest of the County. NOW,THEREFORE,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS, OF MASON
COUNTY, WASHINGTON, as follows:
Section 1. Debt Capacity. The assessed valuation of the taxable property within the
County as ascertained by the last preceding assessment for County purposes for the calendar year
1998, is $3,082,441,309, and the County has outstanding general indebtedness evidenced by
limited tax general obligation bonds, notes, leases and conditional sales contracts in the principal
amount of$0 incurred within the limit of up to 1-1/2% of the value of the taxable property within
the County permitted for general municipal purposes without a vote of the qualified voters
therein, and unlimited tax general obligation bonds or notes in the principal amount of $0
incurred within the limit of up to 2-1/2% of the value of the taxable property within the County
for capital purposes only.
Section 2. Authorization of Bonds. The County shall borrow money on the credit of the
County and issue negotiable limited tax general obligation bonds evidencing that indebtedness in
the amount of $1,810,000 for general County purposes to provide the funds to pay part of the
cost of acquiring and remodeling certain land and buildings to provide County administrative
offices and other capital purposes (the "Project") and to pay the costs of issuance and sale of the
bonds (the "costs of issuance"). The general indebtedness to be incurred shall be within the limit
of up to 1-1/2% of the value of the taxable property within the County permitted for general
municipal purposes without a vote of the qualified voters therein.
Section 3. Description of Bonds. The bonds shall be called Limited Tax General
Obligation Bonds, 1998, of the County (the "Bonds"); shall be in the aggregate principal amount
of$1,8 10,000; shall be dated May 1, 1998; shall be in the denomination of$5,000 or any integral
multiple thereof within a single maturity; shall be numbered separately in the manner and with
any additional designation as the Bond Registrar (collectively, the fiscal agencies of the State of
Washington) deems necessary for purposes of identification; shall bear interest (computed on the
basis of a 360-day year of twelve 30-day months) payable semiannually on each June 1, and
December 1, 1998, commencing December 1, 1998, to the maturity or earlier redemption of the
Bonds; and shall mature on December 1, in years and amounts and bear interest at the rates per
annum as follows:
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Maturity Interest
Years Amounts Rates
1998 $ 90,000 3.80%
1999 90,000 3.90
2000 95,000 4.05
2001 100,000 4.20
2002 105,000 4.30
2003 105,000 4.40
2004 110,000 4.45
2005 115,000 4.55
2006 125,000 4.60
2007 130,000 4.65
2008 135,000 4.70
2009 140,000 4.75
2010 150,000 4.80
2011 155,000 4.90
2012 165,000 4.95
The life of the capital facilities to be acquired with the proceeds of the Bonds exceeds the term of
the Bonds.
Section 4. Registration and Transfer of Bonds. The Bonds shall be issued only in
registered form as to both principal and interest and shall be recorded on books or records
maintained by the Bond Registrar (the 'Bond Register"). The Bond Register shall contain the
name and mailing address of the owner of each Bond and the principal amount and number of
each of the Bonds held by each owner.
Bonds surrendered to the Bond Registrar may be exchanged for Bonds in any authorized
denomination of an equal aggregate principal amount and of the same interest rate and maturity.
Bonds may be transferred only if endorsed in the manner provided thereon and 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 or transfer any Bond during the 15 days
preceding any principal payment or redemption date.
The Bonds initially shall be registered in the name of CEDE & CO., as the nominee of
The Depository Trust Company, New York, New York ("DTC"). The Bonds so registered shall
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be held in fully immobilized form by DTC as depository in accordance with the provisions of a
Blanket Issuer Letter of Representations with DTC substantially in the form on file with the
County Treasurer and by this reference made a part hereof(the "Letter of Representations"). To
induce DTC to accept the Bonds as eligible for deposit at DTC, the County approves the Letter
of Representations. The County Treasurer is authorized and directed to execute and deliver the
Letter of Representations, on behalf of the County, to DTC on or before the date of delivery of
the Bonds to the purchaser thereof and the payment therefor, with such changes as the County
Treasurer deems to be in the best interests of the County, and her execution and delivery of the
Letter of Representations shall evidence irrevocably the approval of the Letter of Representations
by the County. Neither the County nor the Bond Registrar shall have any responsibility or
obligation to DTC participants or the persons for whom they act as nominees with respect to the
Bonds regarding accuracy of any records maintained by DTC or DTC participants of any amount
in respect of principal of or interest on the Bonds, or any notice which is permitted or required to
be given to registered owners hereunder (except such notice as is required to be given by the
Bond Registrar to DTC).
For so long as any Bonds are held in fully immobilized form, DTC or its successor
depository shall be deemed to be the registered owner for all purposes hereunder and all
references to registered owners, bondowners, bondholders or the like shall mean DTC or its
nominees and shall not mean the owners of any beneficial interests in the Bonds. Registered
ownership of such Bonds, or any portions thereof, may not thereafter be transferred except: (i) to
any successor of DTC or its nominee, if that successor shall be qualified under any applicable
laws to provide the services proposed to be provided by it; (ii) to any substitute depository
appointed by the County or such substitute depository's successor; or (iii) to any person if the
Bonds are no longer held in immobilized form.
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Upon the resignation of DTC or its successor (or any substitute depository or its
successor) from its functions as depository, or a determination by the County that it no longer
wishes to continue the system of book entry transfers through DTC or its successor (or any
substitute depository or its successor), the County may appoint a substitute depository. Any such
substitute depository shall be qualified under any applicable laws to provide the services
proposed to be provided by it.
If (i) DTC or its successor (or substitute depository or its successor) resigns from its
functions as depository, and no substitute depository can be obtained, or (ii) the County
determines that the Bonds are to be in certificated form, the ownership of Bonds may be
transferred to any person as provided herein and the Bonds no longer shall be held in fully
immobilized form.
Section 5. Payment of Bonds. Both principal of and interest on the Bonds shall be
payable in lawful money of the United States of America. Interest on the Bonds shall be paid by
checks or drafts of the Bond Registrar mailed on the interest payment date to the registered
owners at the addresses appearing on the Bond Register on the 15th day of the month preceding
the interest payment date. Principal of the Bonds shall be payable upon presentation and
surrender of the Bonds by the registered owners at either of the principal offices of the Bond
Registrar at the option of the owners. Notwithstanding the foregoing, as long as the Bonds are
registered in the name of DTC or its nominee, payment of principal of and interest on the Bonds
shall be made in the manner set forth in the Letter of Representations.
Section 6. Optional Redemption and Open Market Purchase of Bonds. Bonds maturing
in the years 1998 through 2008, inclusive, shall be issued without the right or option of the
County to redeem those Bonds prior to their stated maturity dates. The County reserves the right
and option to redeem the Bonds maturing on or after December 1, 2009, prior to their stated
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maturity dates on or after December 1, 2008, as a whole at any time, or in part on any interest
payment date within one or more maturities selected by the County (and by lot within a maturity
in such manner as the Bond Registrar shall determine), at par plus accrued interest to the date
fixed for redemption.
Portions of the principal amount of any Bond, in installments of$5,000 or any integral
multiple thereof, may be redeemed. If less than all of the principal amount of any Bond is
redeemed, upon surrender of that Bond at either of the principal offices of the Bond Registrar,
there shall be issued to the registered owner, without charge therefor, a new Bond (or Bonds, at
the option of the registered owner) of the same maturity and interest rate in any of the
denominations authorized by this resolution in the aggregate principal amount remaining
unredeemed.
The County further reserves the right and option 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.
All Bonds purchased or redeemed under this section shall be canceled.
Notwithstanding the foregoing, for so long as the Bonds are registered in the name of
Cede & Co., as nominee of DTC, selection of Bonds for redemption shall be in accordance with
the Letter of Representations (as it may be changed).
Section 7. Notice of Redemption. The County shall cause notice of any intended
redemption of Bonds to be given not less than 30 nor more than 60 days prior to the date fixed
for redemption by first-class mail, postage prepaid, to the registered owner of any Bond to be
redeemed at the address appearing on the Bond Register at the time the Bond Registrar prepares
the notice, and the requirements of this sentence shall be deemed to have been fulfilled when
notice has been mailed as so provided, whether or not it is actually received by the owner of any
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Bond. Interest on Bonds called for redemption shall cease to accrue on the date fixed for
redemption unless the Bond or Bonds called are not redeemed when presented pursuant to the
call. In addition, the redemption notice shall be mailed within the same period, postage prepaid,
to Moody's Investors Service, Inc., and Standard& Poor's at their offices in New York, New
York, or their successors, to BancAmerica Robertson Stephens, at its principal office in Seattle,
Washington, or its successor, to Financial Security Assurance Inc. at its principal office in New
York, New York, and to such other persons, and with such additional information as the County
Treasurer shall determine, but these additional mailings shall not be a condition precedent to the
redemption of Bonds. Notwithstanding the foregoing, for so long as the Bonds are registered in
the name of Cede& Co., as nominee of DTC, notice of redemption shall be given in accordance
with the Letter of Representations (as it may be changed).
Section 8. Failure To Redeem Bonds. If any Bond is not redeemed when properly
presented at its maturity or call date, 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 call date 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 redemption fund hereinafter created and the Bond has been called for payment by
giving notice of that call to the registered owner of each of those unpaid Bonds.
Section 9. Pledge of Taxes. For as long as any of the Bonds are outstanding, the County
irrevocably pledges to include in its budget and levy taxes annually within the constitutional and
statutory tax limitations provided by law without a vote of the electors of the County on all of the
taxable property within the County in an amount sufficient, together with other money legally
available and to be used therefor, to pay when due the principal of and interest on the Bonds, and
the full faith, credit and resources of the County are pledged irrevocably for the annual levy and
collection of those taxes and the prompt payment of that principal and interest.
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Section 10. Form and Execution of Bonds. The Bonds shall be printed or lithographed
on good bond paper in a form consistent with the provisions of this resolution and state law and
shall be signed by the Chair of the Board of County Commissioners and Clerk of the Board of
County Commissioners, 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.
Only Bonds bearing a Certificate of Authentication in 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
Tax General Obligation Bonds, 1998, described in the Bond Resolution.
WASHINGTON STATE FISCAL AGENCY
Bond Registrar
By
Authorized Signer
The authorized signing of a Certificate of Authentication shall be conclusive evidence that the
Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the
benefits of this resolution.
If any officer whose facsimile signature appears on the Bonds ceases to be an officer of
the County authorized to sign bonds before the Bonds bearing his or her facsimile signature are
authenticated or delivered by the Bond Registrar or issued by the County, those Bonds
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
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by any person who, on the actual date of signing of the Bond, is an officer of the County
authorized to sign bonds, although he or she did not hold the required office on the date of
issuance of the Bonds.
Section 11. Bond Registrar. The Bond Registrar shall keep, or cause to be kept, at its
principal corporate trust office, 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 and the County's resolution adopted the date hereof establishing a system of
registration for the County's bonds and obligations.
The Bond Registrar shall be responsible for its representations contained in the Bond
Registrar's Certificate of Authentication on the Bonds. The Bond Registrar may become the
owner of Bonds 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 Bond owners.
Section 12. 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 certifies that it has not
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been notified of any listing or proposed listing by the Internal Revenue Service to the effect that
it is a bond issuer whose arbitrage certifications may not be relied upon.
Section 13. Small Governmental Issuer Arbitrage Rebate Exception and Designation of
Bonds as "Qualified Tax-Exempt Obligations." The County finds and declares that (a) it is a
duly organized and existing governmental unit of the State of Washington and has general taxing
power; (b) no Bond which is part of this issue of Bonds is a "private activity bond" within the
meaning of Section 141 of the United States Internal Revenue Code of 1986, as amended (the
"Code"); (c) at least 95% of the net proceeds of the Bonds will be used for local governmental
activities of the County (or of a governmental unit the jurisdiction of which is entirely within the
jurisdiction of the County); (d)the aggregate face amount of all tax-exempt obligations (other
than private activity bonds and other obligations not required to be included in such calculation)
issued by the County and all entities 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) during the calendar year in which the
Bonds are issued is not reasonably expected to exceed $5,000,000; and (e)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. The County therefore certifies that the Bonds
are eligible for the arbitrage rebate exception under Section 148(f)(4)(D) of the Code and
designates the Bonds as "qualified tax-exempt obligations" for the purposes of Section 265(b)(3)
of the Code.
Section 14. Bonds Negotiable. The Bonds shall be negotiable instruments to the extent
provided by RCW 62A.8-102 and 62A.8-105.
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Section 15. Refunding or Defeasance of the Bonds. The County may issue refunding
bonds pursuant to the laws of the State of Washington or use money available from any other
lawful source to 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 such
then-outstanding Bonds (hereinafter collectively called the "defeased Bonds") and to pay the
costs of the refunding or defeasance. If money and/or "government obligations" (as defined in
chapter 39.53 RCW, as now or hereafter amended) maturing at a 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 their terms are set aside in a special trust fund or
escrow account irrevocably pledged to that redemption, retirement or defeasance of defeased
Bonds (hereinafter called the "trust account"), 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. The owners of defeased Bonds
shall have the right to receive payment of the principal of and interest on the defeased Bonds
from the trust account. The County, shall include in the refunding or defeasance plan such
provisions as the County deems necessary for the random selection of any defeased Bonds that
constitute less than all of a particular maturity of the Bonds, for notice of the defeasance to be
given to the owners of the defeased Bonds and to such other persons as the County shall
determine, and for any required replacement of Bond certificates for defeased Bonds. The
defeased Bonds shall be deemed no longer outstanding, and the County may apply any money in
any other fund or account established for the payment or redemption of the defeased Bonds to
any lawful purposes as it shall determine.
Notwithstanding anything in this section to the contrary, if the principal of and/or interest
due on the bonds is paid by the Bond Insurer pursuant to the Bond Insurance Policy, the Bonds
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shall be treated as remaining outstanding for all purposes and shall not be considered paid by the
County, and the covenants, agreements, and other obligations of the County to the registered
owners of the Bonds shall continue to exist, and the Bond Insurer shall be subrogated to the
rights of the registered owners.
Section 16. Bond Fund and Deposit of Bond Proceeds. There is created and established
in the office of the County Treasurer a special fund designated as the Limited Tax General
Obligation Bond Fund, 1998 (the "Bond Fund"), for the purpose of paying principal of and
interest on the Bonds. Accrued interest on the Bonds, if any, received from the sale and delivery
of the Bonds shall be paid into the Bond Fund. All taxes collected for and allocated to the
payment of the principal of and interest on the Bonds shall be deposited in the Bond Fund.
There also is created and established in the office of the County Treasurer a special fund
designated as the Building Acquisition Fund, 1998 (the "Acquisition Fund"). The principal
proceeds and premium, if any, received from the sale and delivery of the Bonds shall be paid into
the Acquisition Fund and used for the purposes specified in Section 2 of this resolution. Until
needed to pay the costs of the Project and costs of issuance of the Bonds, the County may invest
principal proceeds temporarily in any legal investment, and the investment earnings may be
retained in the Acquisition Fund and be spent for the purposes of that fund .
Section 17. Approval of Bond Purchase Contract. BancAmerica Robertson Stephens of
Seattle, Washington, has presented a purchase contract (the "Bond Purchase Contract") to the
County offering to purchase the Bonds under the terms and conditions provided in the Bond
Purchase Contract, which written Bond Purchase Contract is on file with the County Treasurer
and is incorporated herein by this reference. The Board of County Commissioner finds that
entering into the Bond Purchase Contract is in the County's best interest and therefore accepts the
offer contained therein and authorizes its execution by County officials.
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The Bonds will be printed at County expense and will be delivered to the purchaser in
accordance with the Bond Purchase Contract, with the approving legal opinion of Foster
Pepper& Shefelman PLLC, municipal bond counsel of Seattle, Washington, regarding the
Bonds printed on each Bond. Bond counsel shall not be required to review and shall express no
opinion concerning the completeness or accuracy of any official statement, offering circular or
other sales or disclosure material issued or used in connection with the Bonds, and bond
counsel's opinion shall so state.
The proper County officials are authorized and directed to do everything necessary for
the prompt delivery of the Bonds to the purchaser and for the proper application and use of the
proceeds of the sale thereof.
Section 18. Preliminary Official Statement Deemed Final. The Board of County
Commissioner has been provided with copies of a preliminary official statement dated April 27,
1998 (the "Preliminary Official Statement"), prepared in connection with the sale of the Bonds.
For the sole purpose of the Bond purchaser's compliance with Securities and Exchange
Commission Rule 15c2-12(b)(1), the County "deems final" that Preliminary Official Statement
as of its date, except for the omission of information as to offering prices, interest rates, selling
compensation, aggregate principal amount, principal amount per maturity, maturity dates,
options of redemption, delivery dates, ratings and other terms of the Bonds dependent on such
matters.
Section 19. Undertaking to Provide Continuing Disclosure. To meet the conditions of
paragraph (d)(2) of United States Securities and Exchange Commission ("SEC") Rule 15c2-12 (the
"Rule") as required to qualify for the limited exemption from paragraph (b)(5) of the Rule, as
applicable to a participating underwriter for the Bonds,the County makes the following undertaking
(the"Undertaking") for the benefit of holders of the Bonds:
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(a) Undertaking to Provide Annual Financial Information and Notice of
Material Events. The County undertakes to provide or cause to be provided, either
directly or through a designated agent:
(i) To any person upon request, or annually to a state information
depository, if any, established in the state of Washington(the"SID"), annual
financial information and operating data of the type included in the final
official statement for the Bonds and described in Section 19(b) ("annual
financial information") that is customarily prepared by the County and is
otherwise publicly available; and
(ii) To each nationally recognized municipal securities information
repository designated by the SEC in accordance with the Rule ("NRMSHV')
or the Municipal Securities Rulemaking Board ("MSRB"), and to the SID,
timely notice of the occurrence of any of the following events with respect to
the Bonds, if material: (1) principal and interest payment delinquencies; (2)
non-payment related defaults; (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 perform; (6) adverse tax opinions or
events affecting the tax-exempt status of the Bonds; (7) modifications to
rights of holders of the Bonds; (8) Bond calls (other than scheduled
mandatory redemptions of Tenn Bonds); (9) defeasances; (10) release,
substitution, or sale of property securing repayment of the Bonds; and (11)
rating changes.
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Type of Annual Financial Information Undertaken to be Provided.
The annual financial information that the County undertakes to provide:
(i) Shall consist of(1) annual financial statements for the prior fiscal
year generally of the type included in the Official Statement under the
caption "Comparative Statement of Current Expense Fund Revenues and
Expenditures," (2) a statement of authorized, issued and outstanding general
obligation debt of the County, (3) the current assessed value of the property
within the County subject to ad valorem taxation, and (4) current tax levy
rates and amounts and percentages of taxes collected; and
(ii) Shall be available from the Treasurer of the County, whose
current address and telephone number are identified in the final official
statement for the Bonds.
(c) Amendment of Undertaking. 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,
participating underwriter, rating agency, NRMSIR, the SID or the MSRB, under the
circumstances and in the manner permitted by the Rule.
The County will give notice to each NRMSIR or the MSRB, and the SID, 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.
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(d) Beneficiaries. The Undertaking evidenced by this Section 19 shall
inure to the benefit of the County and any holder of Bonds, and shall not inure to the
benefit of or create any rights in any other person.
(e) Termination of Undertaking. The County's obligations under this
Undertaking shall terminate upon the legal defeasance of all of the Bonds. In
addition, the County's obligations under this Undertaking shall terminate if those
provisions of the Rule 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 nationally recognized bond counsel or other counsel familiar with
federal securities laws delivered to the County, and the County provides timely
notice of such termination to each NRMSIR or the MSRB and the SID.
(f) Remedy for Failure to Comply with Undertaking. 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 Bonds. The sole remedy of
any holder of a Bond shall be to take such actions as that holder deems necessary,
including seeking an order of specific performance from an appropriate court, to
compel the County or other obligated person to comply with the Undertaking.
(g) Designation of Official Responsible to Administer Undertaking. The
Treasurer of the County (or such other officer of the County who may in the future
perform the duties of the Treasurer) or his or her designee is authorized and directed
in his or her discretion to take such further actions as may be necessary, appropriate
or convenient to carry out the Undertaking of the County in respect of the Bonds set
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forth in this Section 19 and in accordance with the Rule, including, without
limitation,the following actions:
(i) Preparing, filing and/or making available the annual financial
information undertaken to be provided;
(ii) Determining whether any event specified in Section 19(a) has
occurred, assessing its materiality with respect to the Bonds, and, if material,
preparing and disseminating notice of its occurrence;
(iii) Determining whether any person other than the County is an
"obligated person"within the meaning of the Rule with respect to the Bonds,
and obtaining from such person an undertaking to provide any annual
financial information and notice of material events for that person in
accordance with the Rule;
(iv) Determining and monitoring the aggregate amount of
outstanding municipal securities of the County and of any other obligated
person for purposes of the qualification of the County and any other
obligated person for the limited exemption from paragraph (b)(5) of the
Rule;
(v) 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
(vi) Effecting any necessary amendment of the Undertaking.
Section 20. Bond Insurance. The Board of County Commissioners finds that it is in the
County's best interest to purchase from Financial Security Assurance Inc., or any successor
thereto (the "Bond Insurer"), the municipal bond new issue insurance policy (the "Bond Insurance
Policy") issued by the Bond Insurer insuring the prompt payment of the principal of and interest
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on the Bonds and agrees to the conditions for obtaining the Bond Insurance Policy, including the
payment of the premium therefor. Any notice required to be given to the Bond Insurer shall be
sent by certified or registered mail to Financial Security Assurance Inc., New York, New York,
10022-6022, Attention: Managing Director-Surveillance; Re Policy No.
Telephone: (212) 826-0100; Telecopier: (212) 339-3529.
Section 21. Temporary Bond. Pending the printing, execution and delivery to the
purchaser of definitive Bonds, the County may cause to be executed and delivered to the
purchaser a single temporary Bond in the total principal amount of the Bonds. The temporary
Bond shall bear the same date of issuance, interest rates, principal payment dates and terms and
covenants as the definitive Bonds, shall be issued as a fully registered Bond in the name of the
purchaser, and otherwise shall be in a form acceptable to the purchaser. The temporary Bond
shall be exchanged for definitive Bonds as soon as they are printed, executed and available for
delivery.
ADOPTED by the Board of County Commissioners of Mason County, Washington, at a
regular open public meeting thereof, this 5th day of May 1998
Chair/
o�vssi�is�: on-.
Cb=� i loner
ATTEST:
2-J,
C16rk of he Board of County Comfifissioners
AP OVE ASf TO FORM:
PIn
1,V
Prosecuting Attorney
18
50005365.02