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HomeMy WebLinkAbout021 16STATE 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, sale and delivery of a limited tax general obligation refunding bond to provide funds to carry out an advanced refunding of all or a portion of the County's outstanding Limited Tax General Obligation Bonds, 2007, to achieve a debt service savings and to pay the administrative costs of such refunding and the costs of issuance and sale of the bond; fixing or setting parameters with respect to certain terms and covenants of the bond; appointing the County's designated representative to approve the final terms of the sale of the bond; and providing for other related matters. 51519951.5 EXECUTION VERSION RESOLUTION NO. 21-16 ADOPTED June 6, 2016 This document prepared by: Foster Pepper PLLC 1111 Third Avenue, Suite 3000 Seattle, Washington 98101 (206) 447-4400 TABLE OF CONTENTS* Page Section1. Definitions............................................................................................................... 1 Section 2. Findings and Determinations.................................................................................. 3 Section 3. Authorization of Bond............................................................................................ 4 Section 4. Description of the Bond; Appointment of Designated ........................................... 4 Section 5. Registrar; Registration and Transfer of Bond ......................................................... 4 Section 6. Form and Execution of Bond.................................................................................. 5 Section 7. Payment of Bond ................................. J, Section 8. Bond Fund; Use of Bond Proceeds; Refunding Plan ............:................................. 5 Section9. Prepayment............................................................................................................. 7 Section 10. Failure To Pay Bond............................................................................................... 7 Section11. Pledge of Taxes...............................................:....................................................... 7 Section 12. Tax Covenants; Designation of Bond as a "Qualified Tax Exempt Obligation."............................................................................................................. 7 Section 13. Refunding or Defeasance of the Bond.................................................................... 8 Section14. Delivery of the Bond............................................................................................... 9 Section 15. Reporting Requirements......................................................................................... 9 Section 16. Supplemental and Amendatory Resolutions........................................................... 9 Section 17. General Authorization and Ratification.................................................................. 9 Section18. Severability............................................................................................................. 9 Section 19. Effective Date of Resolution................................................................................. 10 Exhibit A Parameters for Final Terms *The cover page, table of contents and section headings of this resolution are for convenience of reference only, and shall not be used to resolve any question of interpretation of this resolution. -1- 51519951.5 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, sale and delivery of a limited tax general obligation refunding bond to provide funds to carry out an advanced refunding of all or a portion of the County's outstanding Limited Tax General Obligation Bonds, 2007, to achieve a debt service savings and to pay the administrative costs of such refunding and the costs of issuance and sale of the bond; fixing or setting parameters with respect to certain terms and covenants of the bond; appointing the County's designated representative to approve the final terms of the sale of the bond; and providing for other related matters. RESOLUTION NO. 21-16 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF JEFFERSON COUNTY, WASHINGTON, AS FOLLOWS: Section 1. Definitions. As used in this resolution, the following capitalized terms shall have the following meanings: "2007 Bonds" means the County's $2,560,000 original principal amount of Limited Tax General Obligation Bonds, 2007, dated May 1, 2007, authorized by and issued for the purposes provided in the Refunded Bond Resolution. "Acquired Obligations" means the United States Treasury Certificates of Indebtedness, Notes, and Bonds—State and Local Government Series and other noncallable Government Obligations purchased to accomplish the refunding of the Refunded Bonds as authorized by this resolution and in accordance with the Refunded Bond Resolution. "Board" means the Board of County Commissioners of the County. "Bond" means the Limited Tax General Obligation Refunding Bond, 2016, issued pursuant to and for the purposes provided in this resolution. "Bond Counsel" means the firm of Foster Pepper PLLC, its successor, or any other attorney or firm of attorneys selected by the County with a nationally recognized standing as bond counsel in the field of municipal finance. "Bond Fund" means the Limited Tax General Obligation Refunding Bond Fund, 2016, of the County created for the payment of the principal of and interest on the Bond. 51519951.5 "Bond Register" means the books or records maintained by the Registrar for the purpose of identifying ownership of the Bond. "Code" means the United States Internal Revenue Code of 1986, as amended, and applicable rules and regulations promulgated thereunder. "County" means Jefferson County, Washington, a political subdivision of the State of Washington duly organized and existing under and by virtue of the laws of the State. "Designated Representative " means each of the officers of the County appointed in Section 4 to serve as the County's designated representative in accordance with RCW 39.46.040(2). "Final Terms" means the terms and conditions for the purchase of the Bond, including the amount, date, denomination, interest rate or rates (or mechanism for determining interest rate or rates), payment dates, final maturity, prepayment rights, price, and other terms or covenants, including minimum savings for refunding bonds. "Government Obligations" has the meaning given in RCW 39.53.010, as now in effect or as may hereafter be amended. "Issue Date" means the date of initial issuance and delivery of the Bond to the Purchaser in exchange for the purchase price of the Bond. "Purchase Offer" means an offer to purchase the Bond, setting forth certain terms and conditions of the issuance, sale and delivery of the Bond, which offer is authorized to be accepted by the Designated Representative on behalf of the County, if consistent with this resolution. "Purchaser " means the bank, financial institution or other entity selected by the Designated Representative to serve as purchaser of the Bond in a private placement. "Redemption Date" means June 1, 2017, the earliest date on which the Refunded Bonds may be called for redemption. "Refunded Bonds" means the Refunding Candidates selected by the Designated Representative and designated in the Refunding Plan to be refunded with proceeds of the Bond. "Refunded Bond Resolution" means Resolution No. 37-07 adopted by the Board on April 16, 2007. "Refunding Candidates" means the outstanding 2007 Bonds maturing on or after December 1, 2018. "Refunding Plan " means (as further described in the Refunding Trust Agreement): (1) the deposit with the Refunding Trustee of proceeds of the Bond (together with other money of the County, if necessary); 2 51519951.5 (2) the purchase by the Refunding Trustee of the Acquired Obligations and the application of the principal of and interest on the Acquired Obligations (and any cash balance) to the call, payment and redemption of the Refunded Bonds on the Redemption Date at a price of the principal amount being redeemed plus any accrued interest; and (3) the payment of the costs of issuing the Bond and the costs of carrying out the foregoing elements of the Refunding Plan. "Refunding Trust Agreement" means a refunding trust or escrow agreement between the County and the Refunding Trustee, dated as of the Issue Date, providing for carrying out the Refunding Plan. "Refunding Trustee" means U.S. Bank National Association, serving as refunding trustee, or any successor trustee or escrow agent. "Registered Owner" means, initially, the Purchaser, and thereafter, the person in whose name the Bond is registered on the Bond Register. "Registrar" means the Treasurer or any successor bond registrar selected by the Designated Representative. "State" means the State of Washington. "System of Registration" means the system of registration for the County's bonds and other obligations set forth in Resolution No. 47-91. "Treasurer" means the Treasurer of the County or his or her designee. Section 2. Findings and Determinations. The County takes note of the following facts and makes the following findings and determinations: (a) The County issued the 2007 Bonds pursuant to the Refunded Bond Resolution for the purpose of providing funds with which to pay the cost of capital improvements for an emergency communications 911 Dispatch Center and reserved the right and option to redeem the 2007 Bonds maturing on or after December 1, 2017, prior to their stated maturity dates at any time on or after June 1, 2017, as a whole or in part, at par plus accrued interest to the date fixed for redemption. (b) 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 Bond so that a substantial savings will be effected by the difference between the principal and interest cost over the life of the Bond 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. (c) To carry out the Refunding Plan in the manner that will be most advantageous to the County it is found necessary and advisable that certain Acquired Obligations bearing interest 3 51519951.5 and maturing at such time or times as necessary to carry out the Refunding Plan be purchased out of a portion of the proceeds of the Bond and other money of the County, if necessary. (d) RCW 39.46.040(2) provides that a resolution authorizing the issuance of bonds may authorize an officer of the County to serve as the County's designated representative and to accept, on behalf of the County, an offer to purchase the bonds so long as the acceptance of such offer is consistent with terms established by a resolution that establishes the following terms for the bonds (or parameters with respect thereto): the amount, date, denominations, interest rates (or mechanism for determining interest rates), payment dates, final maturity, redemption rights, price, minimum savings for refunding bonds and any other terms or conditions deemed appropriate by the Board. (e) In order to carry out the Refunding Plan it is in the best interest of the County to delegate to the Designated Representative the authority to determine the Refunding Candidates to be refunded by the Bond and the Final Terms and to take additional action necessary for the refunding of the Refunded Bonds and the issuance of the Bond pursuant to the terms of this resolution. (f) For the purpose of providing the funds necessary to carry out the Refunding Plan and to pay the costs of issuance and sale of the Bond, the Board finds that it is in the best interests of the County and its taxpayers to issue and sell the Bond to the Purchaser, pursuant to the terms set forth in the Purchase Offer as approved by the Designated Representative consistent with this resolution. Section 3. Authorization of Bond. The County is authorized to borrow money on the credit of the County and issue a negotiable limited tax general obligation refunding bond evidencing indebtedness to provide a portion of the funds necessary to carry out the Refunding Plan and to pay the costs of issuance and sale of the Bond. Section 4. Description of the Bond; Appointment of Designated Representative. The County Administrator and County Treasurer are each individually and severally appointed as the Designated Representative of the County, and each is individually and severally authorized and directed to conduct the sale of the Bond in the manner and upon the terms deemed most advantageous to the County and to approve the Final Terms, with such additional terms and covenants as the Designated Representative deems advisable, within the parameters set forth in Exhibit A, which is attached to this resolution and incorporated by this reference. Section 5. Registrar; Registration and Transfer of Bond. (a) Registration of Bond. The Bond shall be issued only in registered form as to both principal and interest, and the ownership of the Bond shall be recorded on the Bond Register. (b) Registrar; Duties. The Treasurer is appointed as initial Registrar. The Registrar shall keep, or cause to be kept, sufficient books for the registration and transfer of the Bond, which shall be open to inspection by the County at all times. The Registrar is authorized, on behalf of the County, to authenticate and deliver the Bond upon issuance and to transfer the Bond in accordance with the provisions of the Bond and this resolution, to serve as the County's paying agent for the Bond and to carry out all of the Registrar's powers and duties under this 4 51519951.5 resolution and the System of Registration. The Registrar shall be responsible for its representations contained in the Registrar's Certificate of Authentication on the Bond. (c) Bond Register; Transfer of Bond. The Bond Register shall contain the name and mailing address of the Registered Owner and the principal amount and number of the Bond. The Bond may be transferred only if endorsed in the manner provided thereon and surrendered to the Registrar, subject to any restrictions set forth in the Bond. Any transfer shall be without cost to the Registered Owner or transferee. Section 6. Form and Execution of Bond. (a) Form of Bond; Signatures and Seal. The Bond shall be prepared in a form consistent with the provisions of this resolution and State law. The Bond 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. If any officer whose manual or facsimile signature appears on the 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 Registrar, or issued or delivered by the County, the 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. The 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 Issue Date. (b) Authentication. Only if the Bond bears a Certificate of Authentication in substantially the following form, manually signed by the Registrar, shall the Bond be valid or obligatory for any purpose or entitled to the benefits of this resolution: "Certificate of Authentication. This Bond is the fully registered Jefferson County, Washington, Limited Tax General Obligation Refunding Bond, 2016, described in the Bond Resolution." 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 Bond. Principal of and interest on the Bond shall be payable in lawful money of the United States of America. Principal of and interest on the Bond shall be payable by electronic funds transfer on the payment date or, if unavailable, by check or draft of the Registrar mailed on or prior to the payment date to the Registered Owner at the address appearing on the Bond Register. The Bond is not subject to acceleration under any circumstances. Section 8. Bond Fund; Use of Bond Proceeds; Refunding Plan. (a) Bond Fund. The Bond Fund is created as a special fund of the County for the sole purpose of paying principal of and interest on the Bond. All amounts allocated to, the payment of the principal of and interest on the Bond shall be deposited in the Bond Fund as necessary for the timely payment of amounts due with respect to the Bond. The principal of and interest on the 5 51519951.5 Bond shall be paid out of the Bond Fund. Until needed for that 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 used for the purposes of that fund. (b) Appointment of Refunding Trustee; Selection of Refunded Bonds. U.S. Bank National Association of Seattle, Washington, is appointed Refunding Trustee. The Designated Representative is authorized and directed to select the Refunding Candidates to be refunded by the Bond. The Designated Representative may choose to refund fewer than all of the Refunding Candidates. The Refunded Bonds, as selected by the Designated Representative, shall be designated in the Refunding Plan set forth in the Refunding Trust Agreement. (c) Use of Bond Proceeds; Acquisition of Acquired Obligations. On the Issue Date, the proceeds of the Bond shall be deposited with the Refunding Trustee and used to discharge the obligations of the County relating to the Refunded Bonds by carrying out the Refunding Plan in accordance with the Refunding Trust Agreement. 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 amounts required to be paid by the Refunding Plan. The Acquired Obligations shall be listed and more particularly described in a schedule attached to the Refunding Trust Agreement. Any Bond proceeds or other money deposited with the Refunding Trustee not needed to carry out the Refunding Plan shall be returned to the County for deposit in the Bond Fund to pay interest on the Bond on the first interest payment date. (d) Refunding Trust Agreement; Administration of Refunding Plan. The Designated Representative is authorized and directed to execute a Refunding Trust Agreement setting forth the duties, obligations and responsibilities of the Refunding Trustee in connection with carrying out the Refunding Plan. The Refunding Trust Agreement shall, among other things, authorize and direct the Refunding Trustee to purchase the Acquired Obligations and to make the payments required to be made by the Refunding Plan. All Acquired 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 the Refunded Bond Resolution, this resolution, chapter 39.53 RCW and other applicable State law. All administrative costs (including all necessary and proper fees, compensation, and expenses of the Refunding Trustee and all other costs incidental to the setting up of the escrow to accomplish the Refunding Plan) and costs of issuance of the Bond may be paid out of the amounts deposited with the Refunding Trustee or other available money of the County, in accordance with the Refunding Trust Agreement. (e) Call for Redemption of the Refunded Bonds. The Designated Representative is authorized and directed, on behalf of the County, to call the Refunded Bonds for redemption on the Redemption Date. The redemption price shall be equal to the aggregate stated principal amount of the Refunded Bonds, plus accrued interest to the Redemption Date. Such call for redemption shall be irrevocable after the delivery of the Bond to the Purchaser. ro 51519951.5 (f) Additional Findings with Respect to Refunding. Prior to approving the issuance and delivery of the Bond, the Designated Representative shall make the following determinations in writing if in his or her judgment the following conditions are met: (1) The savings that will be effected (as measured by the difference between the principal and interest cost over the life of the Bond and the principal and interest cost over the life of the Refunded Bonds, but for such refunding) shall be equal to at least the percentage savings set forth in Exhibit A. In making such determination, the Designated Representative shall give consideration to the fixed maturities of the Bond and the Refunded Bonds, the costs of issuance of the Bond and the known earned income from the investment of the proceeds of the Bond pending redemption of the Refunded Bonds. (2) The Refunding Plan will provide sufficient funds to discharge and satisfy the obligations of the County under the Refunded Bond Resolution with respect to the Refunded Bonds. In making such determination, the Designated Representative may rely upon a verification by a nationally recognized independent certified public accounting firm. Section 9. Prepayment. The Bond shall be subject to prepayment at the option of the County on terms acceptable to the Designated Representative, as set forth in the Purchase Offer, consistent with the parameters set forth in Exhibit A. Section 10. Failure To Pam. Except as otherwise provided in the Purchase Offer, if the principal of the Bond is not paid when due, the County shall be obligated to pay interest on the Bond at the same rate provided in the Bond from and after its due date until the 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, or in a trust account established to refund or defease the Bond. Section 11. Pledge of Taxes. The Bond constitutes a general indebtedness of the County and is payable from tax revenues of the County and such other money as is lawfully available and pledged by the County for the payment of principal of and interest on the Bond. For as long as the Bond is 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 property tax levy amounts sufficient, together with other money that is lawfully available, to pay principal of and interest on the Bond as the same become 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 Bond and such pledge shall be enforceable in mandamus against the County. Section 12. Tax Covenants; Designation of Bond as a "Qualified Tax Exempt Obligation." (a) Preservation of Tax Exemption for Interest on Bond. The County covenants that it will take all actions necessary to prevent interest on the Bond from being included in gross income for federal income tax purposes, and it will neither take any action nor make or permit 7 51519951.5 any use of proceeds of the Bond or other funds of the County treated as proceeds of the Bond that will cause interest on the Bond 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 Bond, take all actions necessary to comply (or to be treated as having complied) with those requirements in connection with the Bond. (b) Post -Issuance Compliance. The Treasurer is authorized and directed to adopt and implement 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 Bond from being included in gross income for federal tax purposes. (c) Designation of Bond as a "Qualified Tax -Exempt Obligation." The Board designates the Bond as a "qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Code, and makes the following findings and determinations: (1) the Bond does not constitute a "private activity bond" within the meaning of Section 141 of the Code; (2) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds and other obligations not required to be included in such calculation) that 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 Bond is issued will not exceed $10,000,000; and (3) the amount of tax-exempt obligations, including the Bond, 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 Bond is issued does not exceed $10,000,000. Section 13. Refunding or Defeasance of the Bond. 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 all or a portion of the principal of and interest on the Bond (the "defeased Bond"); (b) redeeming the defeased Bond prior to its 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 Bond in accordance with its terms, then all right and interest of the Registered Owner of the defeased Bond in the covenants of this resolution and in the funds and accounts obligated to the payment of the defeased Bond shall cease and become void. Thereafter, the Registered Owner of the defeased Bond shall have the right to receive payment of the principal of and interest on the defeased Bond solely from the trust account and the defeased Bond shall be -deemed no longer outstanding. In that event, the County may apply money remaining in any fund or account (other 8 51519951.5 than the trust account) established for the payment or redemption of the defeased Bond to any lawful purpose. Section 14. Delivery of the Bond. The Designated Representative is authorized to select the Purchaser and accept the Purchase Offer, based on the assessment of the Designated Representative of market conditions, in consultation with appropriate County officials and staff, the County's placement agent, Bond Counsel and other advisors. In accepting the Final Terms, the Designated Representative shall take into account those factors that, in the judgment of the Designated Representative, may be expected to result in the lowest true interest cost to the County. The Purchase Offer shall set forth the Final Terms, and the terms provided therein shall be consistent with the terms of this resolution. The County is authorized to pay the fees and expenses of the Purchaser set forth in the Purchase Offer. The Bond will be prepared at County expense and will be delivered to the Purchaser in accordance with the Purchase Offer, together with the approving legal opinion of Bond Counsel regarding the Bond. Section 15. Reporting Requirements. The County covenants to provide to the Purchaser the financial and other information set forth in the Purchase Offer. Section 16. Supplemental and Amendatory Resolutions. The County may supplement or amend this resolution for any one or more of the following purposes without the consent of the Registered Owner: (a) To add covenants and agreements that do not materially adversely affect the interests of the Registered Owner, 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 Registered Owner. Section 17. General Authorization and Ratification. The Designated Representative and other appropriate officers of the County are individually and 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 Bond to the Purchaser and for the proper application, use and investment of the proceeds of the Bond. 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. Section 18. 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 provision 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 9 51519951.5 provision with respect to all other persons and all other circumstances, shall remain valid and enforceable. Section 19. Effective Date of Resolution. This resolution shall become effective immediately upon its adoption. ADOPTED by the Board of County Commissioners of Jefferson County, Washington, at a regular open public meeting thereof, this 6th day of June, 2016. r N _4Y..004 t � �`� '+� � t •�'s tip, "Zi�.'ti�. ATTEST: N11n41/L-&A--1�n___ Carolyn Aery Deputy Clerk of the Board APPROVED AS TO FORM: Foster Pepper PLLC Bond Counsel 10 51519951.5 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS EXHIBIT A PARAMETERS FOR FINAL TERMS (a) Principal Amount. The Bond shall not exceed the principal amount of $1,600,000. (b) (c) (d) (e) (fl (g) Date. The Bond shall be dated its Issue Date, which date may not be later than one year after the effective date of this resolution. Denomination, Name. The Bond shall be issued in the denomination of its principal amount, shall be numbered in the manner and shall bear any name and additional designation as deemed necessary or appropriate by the Designated Representative. Interest Rate. The Bond shall bear interest at a fixed rate per annum (computed on the basis of a 360 -day year of twelve 30 - day months) from the Issue Date or from the most recent date for which interest has been paid or duly provided for, whichever is later. The rate of interest for the Bond may not exceed 2.46%, and the true interest cost to the County for the Bond may not exceed 2.10% Payment Dates. Interest shall be payable at the rates and on such dates as are acceptable to the Designated Representative. Principal payments shall commence on a payment date acceptable to the Designated Representative and must be payable at maturity or in installments on such dates as are acceptable to the Designated Representative. Final Maturity. The Bond shall mature no later than six months after the final maturity of the Refunded Bonds. Prepayment Rights. The Designated Representative may approve in the Purchase Offer provisions for the optional prepayment of the Bond. (h) Price. (i) 51519951.5 The purchase price for the Bond may be in an amount as is acceptable to the Designated Representative. Savings. The Bond shall produce a minimum net present value savings to the County and its taxpayers of at least 5.00% (as a percentage of the Refunded Bonds). A-1 (j) Other Terms and Conditions. (1) The Bond 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. (2) The Designated Representative may accept such additional terms, conditions and covenants as he or she may determine are in the best interests of the County, consistent with this resolution. A-2 51519951.5 CERTIFICATION I, 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.._2_ (the "Resolution") is a full, true and correct copy of an Resolution duly adopted at a regular meeting of the Board of County Commissioners (the "Board") of the County held at the regular meeting place thereof on June 6, 2016, as that Resolution appears on the minute book of the County; and the Resolution is now in full force and effect; 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. IN WITNESS WHEREOF, I have hereunto set my hand this & L day of u h� 2016. JEFFERSON COUNTY, WASHINGTON BOARD OF COUNTY COMMISSIONERS w' — (1A1y41L- Carolyn Ave , Deputy Cler of the Board 51519951.5 Consent Agenda Treasurer JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Jefferson County Board of Commissioners THROUGH: Philip Morley, County Administrator FROM: Stacie Prada, Treasurerp DATE: June 6, 2016 SUBJECT: RESOLUTION to refund the 2007 LTGO Bond and appoint the County Administrator and Treasurer to conduct the sale of the Bond and approve final terms. Bond to be known as the 2016 Limited Tax General Obligation Refunding Bond (LTGO) STATEMENT OF ISSUE: The existing 2007 LTGO that was approved by Resolution 37-07 to fund E911 improvements has the opportunity for refunding in order to reduce the payments over the remainder of the bond. ANALYSIS: The County Administrator and Treasurer have coordinated with Mr. Jim Nelson of D.A. Davidson & Co. to complete an RFP for bids to refund the bond and Mr. Marc Greenough of Foster Pepper PLLC, Bond Council, to prepare a resolution to approve the refunding. The Board of County Commissioners approved the Bond Counsel Service Agreement on May 2, 2016 and conducted a first reading the bond resolution on May 23, 2016. The Board provided direction to pursue refinancing maturities 2017-2026 with an estimated total net savings of $127,061. The original 2007 LTGO bonds were issued by Jefferson County when JeffCom was still a department of the County. Since JeffCom's reorganization, the County and JeffCom have an Interlocal Agreement (ILA) to ensure tax revenues collected by the County for JeffCom are applied to the bond payments. Under this bond refund, the new bonds would be issued by the County and serviced under the same arrangement. FISCAL IMPACT: Estimated total net savings is $127,061 over the remainder of the debt service schedule through 2026. Estimated average annual net savings for 11 years is $11,551 per year. Bond payments are funded by the 1/10th of a percent sales tax approved by the voters. Under the existing ILA, savings will benefit JeffCom as less sales tax revenue will be retained each month to service the bond. RECOMMENDATION: Approve the bond resolution to refund the 2007 LTGO Bond and appoint the County Administrator and Treasurer to conduct the sale of the Bond and approve final terms. REVIEWED BY: 61111tK1 "-'Pw'Frmorley, Co my mini Date k_--