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STATE OF WASHINGTON
COUNTY OF JEFFERSON
A RESOLUTION of the Board of County )
Commissioners of Jefferson County, )
Washington, relating to contracting )
indebtedness; providing for the issuance of )
$3,150,000 par value of Limited Tax General )
Obligation Bonds, 2011, of the County for )
general County purposes to provide funds with )
which to pay (i) a portion of the costs of )
constructing certain capital improvements for )
an emergency communications 911 Dispatch )
Center, (ii) a portion of the costs of designing )
and purchasing land . for a new wastewater )
treatment plant, and (ill) the costs of issuance )
and sale of the bonds; fixing the date, fonn, )
maturities, interest rates, terms and covenants )
of the bonds; establishing a bond redemption )
fund; and approving the sale and providing for
the delivery of the bonds to Martin Nelson &
Co., Inc. ofSeatt1e, Washington.
RESOLUTION NO. 07-11
ADOPTED February 15,2011
This document prepared by:
Foster Pepper PLLe
1111 Third Avenue, Suite 3400 .
Seattle, Washington 98101
(206) 447-4400
51121892.3
TABLE OF CONTENTS'"
Page
Section 1. Definitions.............................................. .....................................................:.......:... 2
Section 2. Authorization of Bonds........................................................... ................................4
Section 3. Description of Bonds .............................................................................................. 5
Section 4.. Registration and Transfer of Bonds ........................................................................ 5
SectionS. Payment of Bonds........................................................................................... ........7
Section 6. Redemption Provisions and Open Market Purchase of Bonds ...............................8
Section 7. Notice of Redemption ............................................................................................ 10
Section 8. Failure To Redeem Bonds ..........................................................................:......... 11
Section 9. Pledge of Taxes........................................................................ ............................. 11
Section 10. Form and Execution of Bonds ..............................................................................11
Section 11. Bond Registrar ........:............................................................................................. 12
Section 12. Preservation of Tax Exemption for Interest on Bonds.......................................... 13
Section 13. Small Govermnental Issuer Arbitrage Rebate Exception and Designation'
of Bonds as "Qualified Tax-Exempt Obligations." ...................................................................... 13
Section 14. Advance Refunding or Defeasance of Bonds ....................................................... 14
Section 15. Bond Fund and Deposit of Bond Proceeds........................................................... 15
Section 16. Approval of Bond Purchase Contract ................................................................... 16
Section 17. Official Statement ................................................................................................. 16
Section 18. Undertaking to Provide Continuing Disclosure.................................................... 17
Section 19. Severability ....................:......................................................................................21
Section 20. Effective Date ....................................................................................................... 21
*The caver page. table of contents and section captions of this resolution are for convenience of reference only, and
shall not be used to resolve any question of interpretation of this resolution.
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STATE OF WASHINGTON
COUNTY OF JEFFERSON
A RESOLUTION of the Board of County )
Commissioners of Jefferson County, )
Wa"hington, re1atingtO contracting ) .
indebtedness; providing for.the issuance of )
$3,150,000 par value of Limited Tax General )
Obligation Bonds, 2011, ()fthe County for )
general County purposes to provide funds with )
which to pay (i) a portion of the costs of )
constructing certain capital improvements for )
an emergency communications 911 Dispatch )
Center, .(ii) a portion of the costs of designing )
and purchasing land for a new wastewater )
treatment plant, and (ill) the costs of issuance )
and sale of the bonds; fixing the date, form, )
maturities, interest rates, terms and covenants )
of the bonds; establishing a bond redemption )
:fund; and approving the sale and providing for
the delivery of the bonds to Martin Nelson &
Co., Inc. ofSeatt1e, Washington.
RESOLUTION NO.
WHEREAS, Jefferson County, Washington (the "County''), is in need of constructing
certain capital improvements for an emergency communications 911 Dispatch Center and
designing and purchasing land for a new wastewater treatment plant (the "Project"), the
estimated cost of which is $3,080,000, and the County does not have available sufficient funds to
pay the cost; and
WHEREAS, under the laws governing the limitation of indebtedness, the County
currentlpnay issue and it has need for the proceeds of $3,150,000 par value of limited tax
general obligation bonds (the "Bonds"); and
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WHEREAS, the Board of County Commissioners of the County deems it to be in the
best interests of the County to.issue and sell the Bonds to pay costs of carrying out the Project
and to pay the costs of issuance and sale of the Bonds; and
WHEREAS, Martin Nelson & Co., Inc. has offered to purchase the Bonds under the
terms and conditions hereinafter set forth in the form of a bond purchase contract; NOW,
THEREFORE,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
JEFFERSON COUNTY, WASHINGTON, as follows:
i
Section 1. Definitions. As nsed in this resolution. the following words shall have the
following meanings:
(a) "Board" means the Board of County Commissioners of the County.
(b) "Bond Counser means a firm oflawyers nationally recognized and accepted as
bOnd counsel and so employed by the County for any purpose under this resolution applicable to
the use of that term.
(c) "Bond Fund'" means the Limited Tax General Obligation Bond Fund, 2011,
created by Section 15 of this resolution for the payment of the Bonds.
(d) "Bond Purchase Contract' means the offer dated the date hereo:t: presented by
the Purchaser to purchase the Bonds.
(e) "Bond Register" meatis the books or records maintained by the Bond Registrar
containing the name and mailing address of the owner of each Bond and the principal amount
and number of Bonds held by eac4 owner.
(f) "Bond Registrar' means the Fiscal Agent.
(g) "Bonds" means the $3,150,000 par value Limited Tax General Obligation Bonds,
2011, of the County issued pursuant to and for the purposes provided in this resolution.
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(h) "Code" means the United States Internal Revenue Code of 1986, as amended, and
applicable rules and regulations promulgated thereunder.
(i) "County" means Jefferson County, Washington.
(j) "DTC' means The Depository Trust Company, New York, New York.
(k) "Fiscal Agent' means the fiscal agent of the State of Washington, as the same
may be designated by the State from time to time.
(I) "Letter of Representations" means the Blanket Issuer Letter of Representations
dated November 2, 1998, between the County and DTC, as it may be amended from time to
time.
(m) "MSBE' means the Municipal Securities Rulemaking Board.
(n) ''Project' means constructing certain capital improvements for an emergency
co=unications 911 Dispatch Center and designing and purchasing land for a new wastewater
treatment plant.
(0) "Project Funds" means collectively the County's Sewer Fund (405000010) and
JeflCom Capital Fund (119000010), described under Section 15 of this resolution.
(p). "Purchaser" means Martin Nelson & Co., Inc., ofSeattJe, Washington.
(q) "Ru.ting Agency" means any nationally recognized rating agency then
maiDt"ining a rating on the Bonds at the request of the County.
(r) "Rub! 15c:z..12" means Rule 15c2-12 promulgated by the SEC under the
Securities Ex:change Act of 1934, as amended.
(s) "SEe'means the United States Securities and Ex:change Commission.
(t) "State" means the State of Washington.
(u) "Term Bonds" means Bonds payable prior to their stated maturity through
mandatory sinking fund redemption.
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(v) "Treasurer" means the Treasurer of the County.
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 $3,150,000 for general County purposes to provide the funds
necessary to pay for the Project and to pay the costs of issuance and sale of the bOnds. The
geIieral 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 peimitted for general municipal purposes without a vote of
the qualified voters therein.
The Board shall determine the exact order, extent and apecifications of the Project. The
cost of all necessary architectural, engineering, legal and other consulting services, inspection
and testing, "tlministrative and relocation expenses, site acquisition or improvement, demolition,
on and off-site utilities, related improVements and other costs incurred in connection with the
m"~ng of the capital improvements c6itstituting the Project shall be deemed a part of the costs
of such improvements. The Project shall include all necessary furniture, equipment and
appurtenances.
The Board hereby finds and determines the County has satisfied the requirements of
chapter 36.94 RCW relating to the adoption of a sewerage general plan by (i) conducting a
properly noticed public hearing on the plan to construct the wastewater treatment plant being
financed with a portion of the Bonds (the "Plan"); (ii) IlUbmitting the Plan to a review committee
established pursuant to RCW 36.94.050; (iii) adopting the Plan as an element of the County's
comprehensive plan; and (iv) submitting the PIan to the State Department of Health and
Department of Ecology for written approval, which written approval has been received.
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Section 3.
Description of Bonds. The bonds shall be called Limited Tax General
Obligation Bonds, 2011, of the County, shall be in the aggregate principal amount of$3,150,000
and shall be dated their date of initilil delivery. The Bonds shall be in the denomination of
$5,000 or any integral multiple thereof within a single maturity and shall be numbered separately
in the manner and with any additional designation as the Bond Registrar deems necessary for
purposes of identification. Interest, computed on the basis of a 360-day year of twelve 30-day
months, shall be payable semiannually on each June 1 and December 1, commencing June 1,
2011, to the maturity or earlier redemption of the Bonds.
The Bonds shall mature on December 1 in years and amounts and bear interest at the
rates per annum as follows:
Maturity Interest Maturity Interest
Years Amounts Rates Years Amounts Rates
2011 $105,000 1.00% 2019 $100,000 3.75%
2012 85,000 1.25 2020 100,000 4.00
2013 85,000 1.40 ** ** **
** ** ** 2025 985,000 4.20
2017 360,000 2.60 ** ** **
2018 100,000 3.25 2030 1,230,000 4.50
The life of the capital facilities to be constructed and acquired with the proceeds of the
Bonds exceeds the term of the Bonds.
Section 4.
R~stration and Transfer of Bonds. 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 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.
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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.toexchange or transfer any Bond during the 15 days
preceding any principal payment or redeIIiption date.
The Bonds initially shall be registered in the name of Cede & Co., as the nominee of
DTC. The Bonds so registered shall be held in fully immobilized form by DTC as depository in .
accordance with the Letter of Representations. 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 aro.ount 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 as long as any Bonds are held in fully immobilized form, DTC, its nominee or its
successor depository shall be deeIIied 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
nominee and, except for the purpose of the County's undertaking herein to provide continuing
disclosure, shall not mean the owners of any beneficial interests in the Bonds. Registered
ownership of such Bonds, or any portions thereof, IIlaY 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 fOI1Il, 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. Pavment 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 mailed by the Bond Registrar on the interest payment date to the registered
owners at the addresses appearing. on the Bond Register on the fifteenth day of the month
preceding the interest payment date or, if requested in writing by a registered owner of
$1,000,000 or more in principal amouot of Bonds prior to the applicable record date, by wire
transfer on the interest payment date. Principal of the Bonds shall be payable upon presentation
and surrender of the Bonds by the registered owners to the Bond Registrar. Notwithstanding the
foregoing, for 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.
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Section 6.
Redemption Provisions and Open Market Purchase of Bonds. The County
reserves the right and option to redeem the Bonds maturing or subject to mandatory redemption
oIl, or after December 1, 2021, prior to their stated maturity dates at any time on or after
December 1, 2020, as a whole or in part (within one or more maturities selected by the County
and randomly within a maturity in such manner as the Bond Registrar shall determine), at par
pIns accrued interest to the date fixed for redemption.
Bonds maturing in 2017, 2025, and 2030 are Term Bonds and, if not redeemed under the
optional redemption provisions set. forth. above or purchased in the open market under the
provisions setforth below, sba1l be Called for redemption randomly (in such manner as the Bond
Registrar shall determine) at par pIns accrued interest on December 1. in years and amounts as
follows:
2017 Term Bonds
. Mandatory
Redemption Year
2014
2015
2016
2017*
(,Maturity)
Mandatory
Redemption Amount
$85,000
90,000
90,000
95,000
2025 Term Bonds
Mandatory
Redemption Year
2021
2022
2023
2024
2025*
('Maturity)
stl21892.3
Mandatory
Redemption Amount
$185,000
185,000
195,000
205,000
215,000
2030 Term Bonds
Mandatory
Redemption Year
2026
2027
2028
2029
2030*
('Maturity)
Mandatory
Redemption Amount
$225,000
235,000
245,000
255,000
270,000
If the County redeems under the optional redemption provisions, purchases in the open
market or defeases Term Bonds, the par amount of the Term Bonds so redeemed, purchased or
defeased (irrespective of their actual redemption or purchase prices) shall be credited against one
or more scheduled mandatory redemption amounts for those Term Bonds. The Countysha11
determine the mauner in which the credit is to be allocated and shall notify the Bond Registrar in
writing of its allocation at least 60 days prior to the earliest mandatory redemption date for that
maturity of Term Bonds for which notice of redemption has not already been given.
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 to the Bond Registrar, there shall be issued to the
registered ownt;r, 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.
Notwithstanding the foregoing, for as long as the. Bonds are registered in the name of
DTC. or its nominee, selection of Bonds for redemption shall be in accordance with the Letter of
Rt;preSentations.
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The redemption notice shall be mailed within the same period, postage prepaid, to the
MSRB, the Rating Agencies, and to such other persons and with such additional information as
the Treasurer shall determine, but these additional mailings shall not be a condition precedent to
the redemption of Bonds.
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 Fund and the Bond has been called for payment by giving notice of that call to the
registered owner thereof.
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.
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 Chairman and 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.
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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 Jefferson County, Washington,
Limited Tax General Obligation Bonds, 2011, described in the Bond Resolution.
W ASHlNGTON STATE FISCAL AGENT
Bond Registrar
By
rSnecimenl
Authorized Signer
The authorized signing of a Certificate of Authentication shall be conclusive evidence that the
Bond so authenticated bas been dwy executed, authenticated and delivered and is entitled to the
benefits of this resolntion.
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
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 Reeistrar. 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
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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 County Resolution No.
47-91 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 lll?:Y 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.
Section 13. Small Governmental Issuer Arbitrage Rebate Exception and Desil>lllltion
of Bonds as "Oualified Tax-Exempt Oblil!3.tions." The County finds and declares that (a) it is a
duly organized and existing governmental unit of the State 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 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
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511218923
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.
If the Bonds are registered in the name of DTC or its nominee, notice of any defeasance
of Bonds shall be given to DTC in the manner prescribed in the Letter of Representations for
notices of redemption of Bonds.
Section 15. Bond Fund and DepOsit of Bond Proceeds. There is created and
established in the office of the Treasurer a special fund designated as the Limited Tax General
Obligation Bond Fund, 2011 (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 has been previously created and established in the office of the Treasurer special
funds designated as the Sewer Fund (405000010) and the JeOCom Capital Fund (199 000 010)
(together, the "Project Funds"). The principal proceeds and premium, if any, received from the
sale and delivery of the Bonds shall be paid into the Project Funds and used for the purposes
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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 investmenteamings may be retained in the Project Funds and be spent for
the purposes of those funds.
Section 16. Approval of Bond Purchase Contract The Purchaser has presented 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 Clerk of the Board and is incorporated herein by this reference. The Board 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. The Bonds
will be printedat County expense and will be delivered to the purchaser in accordance with the
Bond Purchase Contract, with the approving legal opinion of Bond Counsel, regarding the
Bonds. 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 17. Official Statement. The County has been provided with copies of a
preliminary official statement dated February 8, 2011, prepared in connection with the sale of the
Bonds. For the sole purpose of the Underwriter's compliance with paragraph (b)(I) of Rule 15c2
12, the County deems "final" that preliminary official statement as of its date, except for the
omission of information permitted to be omitted by Rule 15c2-12. The County authorizes,
approves and ratifies the distribution by the Purchaser of that preliminary official statement to
potential purchasers of the Bonds.
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opinions, the issuance by the Internal Revenue Service of proposed or fina1
determinations of taxability, Notice of Proposed Issue (IRS Form 5701 - TEB) or other
material notices or determinations with respect to 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; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of
the County; (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 material; and (14) appointment of a successor or additional
trustee or the change of name of a trustee, if material.
(ill) Timely notice of a failure by the County to provide required annnal
financial information on or before the date specified in subsection (b) of this section.
(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 Washington state local governmental units, as such principles
may be changed from time to time, which statements shall not be audited, except,
however, that if and when audited financial statements are otherwise prepared and
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available to the County they will be provided; (2) authorized, issued and outstanding
balance of general obligation bonds; (3) assessed valuation for the fiscal year; and
(4) regular property tax levy rate and regular property tax . levy rate limit 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 permitted by State law, commencing with
the County's fiscal year ending December 31, 2012; and
(iii) May be provided in a single or multiple documents, and maybe
incorporated by specific reference to documents available to the public on the Internet
website of the MSRB or filed with the SEC.
(c) Amendment of Undertakinl!. 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 or the MSRB,
under the circUlllStljnces and in the manner perrnittedby Rule 15c2-12.
The County will give notice to the MSRB of the substance (or provide a copy) of
any amendmoot 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 information 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 any holder of Bonds, and shal1 not inure to the benefit of or create
any rights in any other person.
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(e) Termination of Undertakuw, The County's obligations' under' this
counselor other counsel familiar with federal securities laws delivered to the County, and',the
County provides timely notice of such termination to the MSRB.
(f) Remedv for Failure to Comply with UndertllkinlJ. 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 ~ Undertaking shall constitute a default in respect of the
Bonds; The sole remedy of any holder Qf 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) Desil!I1ation of. Official Responsible to -Administer Undertakinl!. The
Treasurer (or such other officer of the County who may in the future perform the duties of that
office) or his or her designee is authorized and directed in his or her discretion to talce such
further actions as may be necessary, appropriate or convenient to carry out the Undertaking of
the County in respect of the Bonds set forth in this section and in accordance with Rule15c2-12,
including, without limitation, the following actions:
(i) Preparing and ' filing the annual financial information undertalcen to be
provided;
-20-
;51I21892.3
(ii) Determining whether any event specified in subsection (a) has occurred,
assessing its materiality with respect to the Bonds, and preparing and disseminating
notice of its occurrence;
-21-
51121892.3
CERTIFICATION
r. the undersigned, Clerk of the Board of County Commissioners of Jefferson County,
Washington (the "County"), hereby certify as follows:
1. The attached copy of Resolution No. 07-11 (the "Resolution") is a full, true and
correct copy of an Resolution duly passed at a special meeting of the Board of County
Commissioners (the "Board") of the County held at the regular meeting place thereof on
Fehruary 15, 2011, as that Resolution appears on the minute book of the County; and the
Resolution is now in full force and effect; and
2. A quorum of the members of the Board was present throughout the meeting and a
majority of those members present voted in the proper manner for the adoption of the Resolution.
3. Written notice specifying the time and place of the special meeting and noting the
business to be transacted was given to all members of the Board personally, by mail, by fax, or
by electronic mail at least 24 hours prior to. the special meeting, a true and complete copy of
which notice is attached hereto as Appendix 1;
4. Written notice of the special meeting was given to each local radio or television
station and to each newspaper of general circulation that has on file with the County a written
request to be notified of special meetings, or to which such notice customarily is given;
IN WiTNEss WHEREOF, I have hereunto set my hand this 15th day of February, 2011.
BOARD OF COUNTY COMMISSIONERS,
JEFFERSON COUNTY, WASHINGTON
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Lorna Delaney, CMC
Clerk of the Board
51121892.3
ADOPTED by the Board of County Commissioners of Jefferson County, Washington, at
a special open public meeting the~of,this 15th day of February, 2011.
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BOARD OF COUNTY COMMISSIONERS,
JEFFERSON COUNTY, WASHINGTON
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DavidW. Sullivan, Commissioner
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Lorna Delaney, CMC
Clerk of the Board
Approved as to Form: _ I , I
()ONJ Q~ 4111 &Ill
David Alvarez
Deputy Prosecuting Attorney of Jefferson County
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51121892.3