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STATE OF WASHINGTON
COUNTY OF JEFFERSON
IN THE MATTER OF JEFFERSON COUNTY
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the sale and delivery thereof to D.S, Bank, )
National Association, in Seattle, Washington; an.d )
fixing the interest rate on road improvement )
district assessment installments, )
Resolution No. 34-01
A Resolution relating to Road Improvement
District No, 4; fixing the amount, form, date,
interest rate and maturity of the Road
Improvement District No.4 Bond; providing for
NOW, THEREFORE, BE IT RESOLVED as follows:
Section 1. Authorization and Description of Bond, The total amount of the
assessment roll in Road Improvement District No. 4 (the "District") in Jefferson County,
Washington, (the "County"), created by Resolution No. 101-97, adopted August 25, 1997, was
$78,431.00. The 30-day period for making cash payments of assessments without interest in the
District expired on March 2,2001, and $19,156 of the assessments were paid in cash, leaving a
balance of assessments unpaid on the assessment roll in the amount of $59,275. A single Road
Improvement District NO.4 Bond (the "Bond") shall be issued in the principal sum of$59,275.
U.S. Bank, National Association of Seattle, Washington (the "Bank") has offered to
purchase the Bond under the terms of its purchase offer dated March 27, 2001 (the "Offer"), and
this resolution. The Bond shall be dated its date of issuance, shall mature twelve years from the
issue date of the Bond, and shall be numbered R -I, in the manner and with any additional
designation as the Bond Registrar (the Treasurer of the County, who is hereby appointed as Bond
Registrar, located in Port Townsend, Washington) deems necessary for the purpose of
identification. Interest shall be computed on the basis of a 360-day year for the actual number of
days the principal amount is outstanding, shall bear interest at the rate of 6.06% per annum,
payable annually on each April 1, commencing April 1 , 2002 (the "Interest Payment Date") to
maturity or prepayment. Principal is payable at maturity or early prepayment.
Section 2. Registration and Transfer of Bond, Bond Registrar. The Bond shall be issued
to the Bank 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 the Bond and the principal amount
and number of the Bond.
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5024189101
The Bond may not be assigned or transferred by the Bank, except that the Bank may assign
or transfer the Bond to any successor to the business and assets of the Bank. When the Bond has
been paid in full, both principal and interest, the Bond shall be surrendered by the Bank to the Bond
Registrar, who shall cancel the Bond.
The Bond Registrar shall keep, or cause to be kept, at her office, sufficient books for the
registration of the Bond. The Bond Registrar shall serve as the County's authenticating trustee,
transfer agent, registrar and paying agent for the Bond and shall comply fully with all applicable
federal and state laws and regulations respecting the carrying out of those duties. The Bond
Registrar is authorized, on behalf of the County, to authenticate and deliver 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 ofthe Bond Registrar's powers and duties under this resolution.
The Bond shall state on its face that the principal of and interest on the Bond shall be paid
only to the owner thereof registered as such on the Bond Register as of the record date set forth
therein and to no other person or entity, and that the Bond may not be assigned except on the books
of the Bond Registrar.
Section 3. Payment of Bond. Both principal of and interest on the Bond shall be payable
solely out of the Road Improvement Fund, District No.4 (the "Bond Fund"), and from the Road
Improvement Guaranty Fund of the County, and shall be payable in lawful money of the United
States of America. Interest on the Bond shall be paid by check or draft mailed, by electronic or
wire transferred, to the Bank on the Interest Payment Date at the address appearing on the Bond
Register. Principal of the Bond at maturity or prior repayment is payable at the office of the
Bond Registrar in Port Townsend, Washington, upon presentation and surrender of the Bond.
Section 4. Prepayment and Redemption of Bond. On each Interest Payment Date, the
County shall apply all amounts remaining in the Bond Fund, after payment of accrued interest, to
the prepayment at par of outstanding principal of the Bond.
The County shall provide three days written notice to the Bank of the final payment of
principal of and interest on the Bond. Interest on the Bond or the portion thereof so prepaid shall
cease to accrue on the date of such prepayment.
The Bond redeemed under this section shall be cancelled.
Section 5. Failure to Redeem Bond. If the Bond is not redeemed when properly
presented at its maturity or prepayment date, the County shall be obligated to pay interest on the
Bond at the same rate provided in the Bond from and after its maturity or prepayment 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 and the Bond has been called for payment.
Section 6. Pledge of Assessment Payments. Assessments collected in Road
Improvement District No.4, together with interest and penalties, if any, are pledged to the
payment of the Bond which are payable solely out of the Bond Fund and the Road Improvement
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5024189101
Guaranty Fund of the County in the manner provided by law. The Bond is not a general
obligation of the County.
The County further covenants that it will not issue bonds for the purpose of advance
refunding the Bond.
Section 7. Form and Execution of Bond. The Bond shall be printed, lithographed or
typed on good bond paper in a form consistent with the provisions of this resolution and state
law, shall be signed by the Chairman of the Board of County Commissioners and the 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.
The Bond shall bear thereon a Certificate of Authentication in the following form, manually
signed by the Bond Registrar, and only if so executed, 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, Road
Improvement District No.4 Bond described in the Bond Resolution.
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Treasurer of Jefferson County, Washington,
Bond Registrar
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.
If any officer whose 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 facsimile signature are
authenticated or delivered by the Bond Registrar or issued 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 date of issuance of the Bond.
Section 8. Preservation of Tax Exemption for Interest on the 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 any use of proceeds of the Bond or other funds of the County treated as proceeds
of the Bond at any time during the term of the Bond which will cause interest on the Bond 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 9. Small Governmental Issuer Arbitrage Rebate Exception and Designation of
the Bond as a "Qualified Tax-Exempt Obligation." 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) the Bond is not 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 Bond will be used for Road 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 ~ntity which the County controls, which derives
its authority to issue tax-exempt obligations from the County or which issues tax-exempt
obligations on behalf of the County) during the calendar year in which the Bond is issued is not
reasonably expected to exceed $5,000,000; and (e) 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. The County therefore certifies that the Bond is eligible for the
arbitrage rebate exception under Section l48(f)( 4)(D) of the Code and designates the Bond as a
"qualified tax-exempt obligation" for the purposes of Section 265(b)(3) of the Code.
Section 10. Use of Bond Proceeds. Principal proceeds of the Bond shall be used to
finance the costs by depositing the proceeds into the County's Road Improvement Fund, District
No.4 (the "Bond Fund"), to repay its interfund loans from other County funds and to pay the
costs of issuance of the Bond. Until needed to pay those costs, the County may invest principal
proceeds temporarily in any legal investment, and the investment earnings may be retained in the
Bond Fund and be spent for the purposes of that fund.
Section 11. Approval of Offer. U.S. Bank, National Association, of Seattle, Washington,
has presented the Offer to the County offering to purchase the Bond under the terms and
conditions provided in the Offer, which written Offer is on file with the County Treasurer and is
incorporated herein by this reference. The Board of County Commissioners finds that entering
into the Offer is in the County's best interest and therefore accepts the Offer contained therein
and authorizes its execution by County officials.
A loan fee of $250 shall be paid to the Bank at closing and may be from bond proceeds or
other money of the County.
The Bond will be printed at County expense and will be delivered to the purchaser in
accordance with the Offer, with the approving legal opinion of Foster Pepper & Shefelman PLLC,
municipal bond counsel of Seattle, Washington, regarding the 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 material, if any, issued or used in connection with
the Bond, and bond counsel's opinion shall so state.
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The proper County officials are authorized and directed to do everything necessary for the
prompt delivery of the Bond to the purchaser and for the proper application and use of the proceeds
of the sale thereof.
Section 12. Fixing Interest Rate on Assessments. The interest rate on the installments
and delinquent payments of the special assessments in the District is revised and fixed at the rate
of 6.56% per annum.
Section 13. Effective Date of Resolution. This resolution shall be effective immediately
upon its passage and adoption.
PASSED AND ADOPTED By the Board of County Commissioners of Jefferson County,
Washington. THIS 2nd DAY OF APRIL, 2001.
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Lorna L. Delaney,
Clerk of the Board
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5024189101
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Dan ;'Tì tterness, Member
CERTIFICATION
I, the undersigned, Clerk of the Board of County Commissioners of Jefferson County,
Washington, hereby certify as follows:
1. The attached copy of Resolution No. 31-0 I (the "Resolution") is a full, true and
correct copy of a resolution duly adopted at a regular meeting of the Board of County
Commissioners of Jefferson County, Washington, at the regular meeting place thereof on
April2, 2001, as that resolution appears on the minute book of the Commission and the
Resolution is now in full force and effect; and
2. A quorum of the members of the Commission was present throughout the meeting
and a majority of those members present voted in the proper manner for the passage of the
Resolution.
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IN WITNESS WHEREOF, I have hereunto set my hand thiséL ð.âay of April, 2001.
Lorna L. Delaney, Clerk of the Board
50219178,01