HomeMy WebLinkAboutord1993-010WHATCOM COUNTY COUNCIL AGENDA BILL NO. AB93 -04,7
CLEARANCES
Initial
Date
Date Received in Council Office:
A enda date
Assigned to:
•iginator. Treasurer
urvision Head:
02/02
O
�= 993
t
O
4 H ' O M C NT
COUNCIL
2/9/93
Council /Introduction
2/23/93
Finance /Council
Dept. Head:
G
t
Prosecutor.
P uchasng /Budget: ru
Exeiv
SUBJECT'
Ordinance providing for the issuance and sale of limited tax general obligation bonds in the amount of
$8,300,000.00
ATTACHMENTS:
Ordinance
SUMMARY STATEMENT. Please complete sections of box as appropriate & explain the item below.
Related County contract #: N/A
Should Clerk schedule a hearing? NO x YES Requested date:
Amount budgeted for this item roject: $ N/A
Is it or will it be within budget? YES NO Please explain below
Budget line item number(s):
is an ordinance which:
1. Authorizes the issuance and sale of $8,300,000 in limited tax, general obligation bonds;
2. Provides the date, form, terms and maturities of said bonds;
3. Creates a bond fund;
4. Provides for the disposition of the proceeds of sale of such bonds;
5.'Provides for the annual levy of taxes to pay the principal and interest of said bonds; and;
6. Provides for the sale thereof to Seattle Northwest Securities Corporation.
ORIGINATOR'S RECOMMENDED ACTION.-
Approval.
COMMITTEE ACTION TAKEN.-
COUNCIL ACTION TAKEN.•
2/9/93: Introduced
2/23/93: Council adopted the ordinance. 7 -0.
Related File Numbers: Ordinance or Resolution Number (this item only): 093 -010
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WHATCOM COUNTY, WASHINGTON
LIMITED TAX GENERAL OBLIGATION BONDS, 1993
$8,400,000
ORDINANCE NO. 93 -010
AN ORDINANCE OF WHATCOM COUNTY, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED TAX
GENERAL OBLIGATION BONDS OF THE COUNTY IN THE
PRINCIPAL SUM OF $8,400,000, FOR THE PURPOSE OF
PROVIDING THE FUNDS NECESSARY TO PAY A PORTION OF
THE COSTS.TO ACQUIRE, CONSTRUCT AND INSTALL CAPITAL
IMPROVEMENTS TO COUNTY FACILITIES; PROVIDING THE
DATE, FORM, TERMS AND MATURITIES OF SAID BONDS;
CREATING A BOND FUND; PROVIDING FOR THE DISPOSITION
OF THE PROCEEDS OF SALE OF SUCH BONDS; PROVIDING FOR
THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; AND PROVIDING FOR THE SALE
THEREOF TO SEATTLE - NORTHWEST SECURITIES
CORPORATION.
PASSED: FEBRUARY 23, 1993
PREPARED BY:
PRESTON THORGRIMSON SHIDLER GATES & ELLIS
5000 Columbia Center
701 Fifth Avenue
Seattle, Washington 98104 -7078
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Table Of Contents
* This Table of Contents and the Cover Page are not a part of this ordinance and are included only for
the convenience of the reader.
Page
Section1.
Definitions ............................................................................. ...............................
1
Section 2.
Authorization of Project ........................................................... . ..............................3
Section 3.
Authorization of Bonds .......................................................... ...............................
4
Section 4.
Bonds Issued in Registered Form ............................................ ...............................
5
Section 5.
Transfer and Exchange of Bonds ............................................ ...............................
5
Section 6.
Redemption Prior to Maturity and Purchase of Bonds ............. ...............................
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Section 7.
Notice of Redemption ............................................................ ...............................
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Section 8.
Creation of Bond Fund and Provision for Tax Levy Payments ...............................
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Section9.
Defeasance ................................ ............................... ........... ...............................
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Section10.
Tax Covenants ..................................................................... ...............................
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Section 11.
Lost or Destroyed Bonds ...................................................... ...............................
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Section 12.
Form of the Bonds ............................................................... ...............................
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Section 13.
Execution of Bonds .............................................................. ...............................
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Section14.
Bond Registrar ..................................................................... ...............................
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Section15.
Sale of Bonds ...................................................................... ...............................
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Section 16.
Application of Proceeds of Bonds ......................................... ...............................
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Section 17.
Authorization of Temporary Bond ........................................ ...............................
18
Section18.
Severability ......................................................................... ...............................
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Section19.
Effective Date ...................................................................... ...............................
19
* This Table of Contents and the Cover Page are not a part of this ordinance and are included only for
the convenience of the reader.
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SPONSORED BY: Consent
PROPOSED BY: Treasurer
INTRODUCTION DATE: 2/9/93
ORDINANCE NO. 93 -010
AN ORDINANCE OF WHATCOM COUNTY, WASHINGTON,
PROVIDING FOR THE ISSUANCE AND SALE OF LIMITED TAX
GENERAL OBLIGATION BONDS OP THE COUNTY IN THE
PRINCIPAL SUM OF $8,400,000, FOR THE PURPOSE OF
PROVIDING THE FUNDS NECESSARY TO PAY A PORTION OF
THE COSTS TO ACQUIRE, CONSTRUCT AND INSTALL CAPITAL
IMPROVEMENTS TO COUNTY FACILITIES; PROVIDING THE
DATE, FORM, TERMS AND MATURITIES OF SAID BONDS;
CREATING A BOND FUND; PROVIDING FOR THE DISPOSITION
OF THE PROCEEDS OF SALE OF SUCH BONDS; PROVIDING FOR
THE ANNUAL LEVY OF TAXES TO PAY THE PRINCIPAL OF AND
INTEREST ON SAID BONDS; AND PROVIDING FOR THE SALE
THEREOF TO SEATTLE - NORTHWEST SECURITIES_
CORPORATION.
WHEREAS, Whatcom County, Washington (the "County ") has heretofore determined a need to
construct and install capital improvements to various County facilities; and
WHEREAS, in order to pay part of the costs of said project, the County will need to issue and sell
its general obligation bonds in the aggregate principal amount of $8,400,000; and
WHEREAS, the County has received an offer from Seattle- Northwest Securities Corporation to
underwrite such bonds, which offer is acceptable to this Council;
NOW, THEREFORE, THE WHATCOM COUNTY COUNCIL DOES ORDAIN, as follows:
Section 1. Definitions. As used in this ordinance the following words shall have the following
meanings:
"Arbitrage Certificate" means the Certificate of that name executed and delivered by the County on
the date of issuance and delivery of the Bonds.
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RV
"Bond Fund" means the " Whatcom County, Limited Tax General Obligation Bond Redemption
Fund, 1993" created by Section 8 of this ordinance.
"Bond Re 'roster" means the books or records maintained by the Bond Registrar, pursuant to Section
149(a) of the Code, containing the name and mailing address of the owner of each Bond or nominee of such
owner and the principal amount and number of Bonds held by each owner or nominee.
"Bond Registrar" means the fiscal agency of the State of Washington in either Seattle, Washington,
or New York, New York, for the purposes of registering and authenticating the Bonds, maintaining the
Bond Register, effecting transfer of ownership of the Bonds and paying interest on and principal of the
Bonds.
"Bonds" means the $8,400,000 principal amount of the Whatcom County, Washington, Limited
Tax General Obligation Bonds, 1993, issued pursuant to this ordinance for the purpose of paying costs
authorized by Section 3 hereof.
"Bond Year" has the meaning given such term in the Arbitrage Certificate.
"Code" means the Internal Revenue Code of 1986, as amended, together with all applicable
regulations thereunder.
"Computation Date" means the Installment Computation Date or the Final Computation Date.
"County" means Whatcom County, Washington, a political subdivision duly organized and existing
under and by virtue of the Constitution and laws of the State of Washington.
"Council" means the general legislative body of the County as the same shall be duly and regularly
constituted from time to time.
"Final Computation Date" means the date that the last Bond is discharged. A Bond is discharged on
the date when all amounts due under the terms of the Bond are actually and unconditionally due if cash is
available at the place of payment and no interest accrues with respect to the Bond after such date.
"Government Obligations" means those obligations now or hereafter defined as such in chapter
39.53 RCW.
2 cMwo29.00c 93A=
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"Installment Computation Date" means the last day of the fifth Bond Year and of each succeeding
fifth Bond Year.
"Project" means the construction and installation of capital improvements to County facilities
described in Section 2 of this Ordinance.
"Project Fund" means the " Whatcom County, County Administration Building Project Fund" of the
County authorized to be created by Section 16 of Ordinance No. 91 -045.
" Rebatable Arbitrage" means the amount determined pursuant to Section 10 of this ordinance.
"Rebate Computation Certificate" means the certificate executed by the County setting forth the
methodology for computation of Rebatable Arbitrage.
"Treasurer" means the Treasurer of Whatcom County.
Words importing the singular number include the plural number and vice versa.
Section 2. Authorization of Project. The plan of the County to acquire, construct and install
capital improvements to various County facilities are hereinafter referred to collectively as the "Project."
Proceeds from the sale of the Bonds will be used to provide a portion of the funds required for the
following:
(a) purchase and install additional equipment to complete the integration of the
County's various phone systems into a single; system; .
(b) purchase modular and stand -alone furnishings for the County
Courthouse /Administration Building;
(c) purchase and furnish a mobile home to replace existing Sheriffs Deputy's living
quarters;
(d) acquire and remodel space and purchase equipment to establish a County morgue;
(e) remodel an existing County -owned building into administrative offices;
(f) repay 1992 Bond Anticipation Note;
(g) provide funds to complete the construction of the County
Courthouse /Administration Building.
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CMW023.DOC 93102/22
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(h) remodel County Buildings to comply with requirements of the American with
Disabilities Act; and
(i) provide fimds to pay issuance costs and contingency.
Section 3. Authorization of Bonds. The County hereby authorizes the issuance and sale of limited
tax general obligation bonds in the aggregate principal amount of $8,400,000 (the 'Bonds ") to provide the
fimds necessary to pay part of the costs of the Project and all costs incidental thereto and to the issuance of
the Bonds. The Bonds shall be general obligations of the County; shall be designated "Whatcom County,
Washington, Limited Tax General Obligation Bonds, 1993 "; shall be dated as of March 1, 1993; shall be
issued in fully registered form in the denomination of $5,000 or any integral multiple thereof, provided, that
no Bond shall represent more than one maturity, shall be numbered separately and in the manner and with
any additional designation as the Bond Registrar deems necessary for purposes of identification; shall bear
interest from their date, until the Bonds have been paid or their payment duly provided for, at the following
rates, payable on June 1, 1993, and semiannually thereafter on the first day of each June and December; and
shall mature on December 1 of each year as follows:
Maturity
Year(s)
Principal
Interest
(December 1)
Amounts
Rates
1993
$510,000
6.00%
1994
410,000
6.00
1995
430,000
6.00
1996
445,000
6.00
1997
465,000
3.90
1998
485,000
4.20
1999
505,000
4.35
2000
280,000
4.55
2001
295,000
4.75
2002
310,000
4.80
2003
325,000
4.90
2004
345,000
5.10
2005
365,000
5.20
2006
385,000
5.35
2007
405,000
5.60
2008
430,000
5.70
2009
460,000
5.75
4 CMWMs.00c -93102M
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2010
485,000
5.80
2012 1,065,000 5.75
Section 4. Bonds Issued in Registered Form. The County hereby specifies and adopts the system
of registration for the Bonds approved by the State Finance Committee, and the fiscal agencies of the State
of Washington'in the cities of Seattle, Washington, and New York, New York, shall act as authenticating
trustee, transfer agent, paying agent and registrar for the Bonds (collectively, the 'Bond Registrar "). 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 check or draft of the Bond Registrar mailed (on the date such interest
is due) to the registered owners or nominees at the addresses appearing on the Bond Register as of the 15th
day of the month prior to the interest payment date. Principal of the Bonds shall be payable upon
presentation and surrender of the Bonds to the Bond Registrar by the. registered owners or nominees at the
principal offices of either of the fiscal agencies of the State of Washington in the cities of Seattle,
Washington, or New York, New York.
Section 5. Transfer and Exchange of Bonds. The Bonds may be transferred only on the Bond
Register maintained by the Bond Registrar for that purpose upon the surrender thereof by the registered
owner or nominee or his duly authorized agent and only if endorsed in the manner provided thereon, and
thereupon a new fully registered Bond of like principal amount, maturity and interest rate shall be issued to
the transferee in exchange therefor: Such transfer shall be without cost to the registered owner or transferee.
The County and Bond Registrar may deem the person in whose name each Bond is registered to be the
absolute owner thereof for the purpose of receiving payment of the principal of and interest on such Bonds
and for any and all other purposes whatsoever.
Upon surrender thereof to the Bond Registrar, the Bonds are interchangeable for Bonds in any
authorized denomination of an equal aggregate principal amount and of the same interest rates and
maturities.
The Bond Registrar shall not be required to issue, register, transfer or exchange any of the Bonds
during a period beginning at the opening of business on the 15th day of the month next preceding any
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CMw023.DOC 93/02122
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interest payment date and ending at the close of business on the interest payment date, or, in the case of any
proposed redemption of the Bonds, after the mailing of notice of the call of such Bonds for redemption.
Section 6. Redemption Prior to Maturity and Purchase of Bonds.
A. Optional Redemption. The Bonds maturing on or prior to December 1, 2003 are not
callable for redemption prior to their scheduled maturity. The Bonds maturing on and after December 1,
2004 are subject to redemption at the option of the County, on and after December 1, 2003 in whole at any
time, or in part on any interest payment date (maturities to be selected by the County and by lot within a
maturity in such manner as the Bond Registrar in its discretion shall determine) at a price of 100% of the
principal amount thereof plus accrued interest thereon to the redemption date.
B. Mandatory Redemption. If not redeemed under the optional redemption provision set forth
above, the Bonds maturing in 2012 shall be called for redemption by lot (in such manner as the Bond
Registrar shall determine) at par plus accrued interest on December 1 in the years and amounts as follows:
Year Amounts
2011 $515,000
2012* 550,000
* Final maturity.
C. Selection of Bonds For Redemption. If the County redeems at any one time fewer than all
of the Bonds having the same maturity date, the particular Bonds or portions of Bonds of such maturity to
be redeemed shall be selected by lot in increments of $5,000. In the case of a Bond of a denomination
greater than $5,000, the County shall treat each Bond as representing such number of separate Bonds each
of the denomination of $5,000 as is obtained by dividing the actual principal amount of such Bond by
$5,000. In the event that only a portion of the principal sum of a Bond is redeemed, upon surrender of the
Bond at the principal office of the Bond Registrar there shall be issued to the registered owner, without
charge therefor, for the then unredeemed balance of the principal sum thereof, at the option of the owner, a
Bond or Bonds of like maturity and interest rate in any of the denominations herein authorized.
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CMW023.DOC 93/0222
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D. Purchase of Bonds. The County reserves the right to use any legally available money at
any time to purchase. any of the Bonds for retirement at a price deemed reasonable by the County.
Section 7. Notice of Redemption.
A. Official Notice. Unless waived by the owner of any Bond, official notice of any such
intended redemption shall be given not fewer 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. The requirements of this section shall be deemed to be complied
with when notice is mailed as herein provided, regardless of whether it is actually received by the owner of
any Bond.
All official notices of redemption shall be dated and shall state:
(a) the redemption date;
(b) the redemption price;
(c) if fewer than all outstanding Bonds are to be redeemed the identification (and, in
the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;
(d) that on the redemption date the redemption price will become due and payable upon
each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from
and after said date; and
(e) the place .where such Bonds are to be surrendered for payment of the redemption
price, which place of payment shall be the principal office of the Bond Registrar.
On or prior to any redemption date, the County shall deposit with the Bond Registrar an amount of
money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed
on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to
be redeemed shall, on the redemption date, become due and payable at the redemption price therein
specified, and from and after such date (unless the County shall default in the payment of the redemption
price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for
7
CMW023.DOC 93102122
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redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the
redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein
provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be
prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid
principal. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and
shall not be reissued.
B. Additional Notice. Notice shall also be mailed within the same time period, postage
prepaid, to Seattle - Northwest Securities Corporation at its office in Seattle, Washington, or to its business
successor, if any, but mailing of the notice shall not be a condition precedent to the call of any Bonds for
redemption.
In addition to the foregoing notice, further notice shall be giyen by the Bond Registrar as set out
below, but no defect in said further notice nor failure to give all or any portion of such further notice shall in
any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed.
(1) Each further notice of redemption given hereunder shall contain the information
required above for an official notice of redemption plus: (i) the CUSIP numbers of all Bonds being
redeemed; (ii) the date of issue of the Bonds as originally issued; (iii) the rate of interest borne by each Bond .
being redeemed; (iv) the maturity date of each Bond being redeemed; and (v) any other descriptive
information needed to identify accurately the Bonds being redeemed.
(2) Each further notice of redemption shall be sent at least 35 days before the
redemption date by registered or certified mail or overnight delivery service to all registered securities
depositories then in the business of holding substantial amounts of obligations of types comprising the
Bonds (such depositories now being The Depository Trust Company of New York, New York, Midwest
Securities Trust Company of Chicago, Illinois, and Philadelphia Depository Trust Company of
Philadelphia, Pennsylvania).
8 CMW023.DOC 93/02122
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(3) Upon the payment of the redemption'price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue or
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
Section 8. Creation of Bond Fund and Provision for Tax Leyy Payments. A special fund of the
County known as the' "Whatcom County Limited Tax General Obligation Bond Redemption Fund, 1993"
(the 'Bond Fund ") is hereby authorized and directed to be created in -the office of the Treasurer. The Bond
Fund shall be drawn upon for the sole purpose of paying the principal of and interest on the Bonds.
The County hereby further irrevocably covenants and agrees for as long as any of the Bonds are
outstanding and unpaid, that each year it will include in its budget and levy an ad valorem tax upon all the
property within the County subject to taxation in an amount which will be sufficient, together with all other
moneys of the County which may legally be used and which the County may apply for such purposes to pay
the principal of and interest on the Bonds as the same shall become due. All of such taxes and any of such
other moneys so collected shall be paid into the Bond Fund. None of the moneys in the Bond Fund shall be
used for any other purpose than the payment of the principal of and interest on the Bonds. Moneys in the
Bond Fund not needed to pay the interest or principal next coming due may temporarily be deposited in such
institutions or invested in such obligations as may be lawful for the investment of County moneys. Any
interests or profit from the investment of such moneys shall be deposited in the Bond Fund.
The County hereby irrevocably pledges that the annual tax provided for herein to be levied for the
payment of such principal and interest shall be within and as a part of the tax millage levy permitted to
counties without a vote of the people, and that a sufficient portion of each annual levy to be levied and
collected by the County prior to the full payment of the principal of and interest on the Bonds, together with
other legally available funds, will be and is hereby irrevocably set aside, pledged and appropriated for the
payment of the principal of and interest on the Bonds as aforesaid.
The full faith, credit and resources of the County are hereby irrevocably pledged for the annual levy
and collection of said taxes and for the prompt payment of the principal of and interest on the Bonds as the
same shall become due.
9 CMW023.DOC 93/02/22
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Section 9. Defeasance. In the event that money and/or Government Obligations maturing at such
time or times and bearing interest to be earned thereon in amounts sufficient to redeem and retire the Bonds
in accordance with their terms, are set aside in a special account to effect such redemption or retirement and
such money and the principal of and interest on such obligations are irrevocably set aside and pledged for
such purpose, then no further payments need be made into the Bond Fund for the payment of the principal of
and interest on the Bonds so provided for and such Bonds shall cease to be entitled to any lien, benefit or
security of this ordinance except the right to receive the funds so set aside and pledged, and such Bonds
shall be deemed not to be outstanding hereunder.
Section 10. Tax Covenants.
A. Covenants Regarding Arbitrage and Private Activity Bonds. The County hereby covenants
that it will not make any use of the proceeds of sale of the Bonds or any other funds of the County which
may be deemed to be proceeds of such Bonds pursuant to Section 148 of the Code which will cause the
Bonds to be "arbitrage bonds" within the meaning of said section. The County will comply with the
requirements of Section 148 of the Code (or any successor provision thereof applicable to the Bonds) and
the applicable Regulations thereunder throughout the term of the Bonds.
The County further covenants that it will not take any action or permit any action to be taken that
would cause the Bonds to constitute "private activity bonds" under Section 141 of the Code.
B. Bonds "Oualified •Tax- Exempt Obligations." The County hereby designates the Bonds as
"qualified tax- exempt obligations" for purchase by financial institutions pursuant to Section 265(b) of the
Code. The County does not anticipate that it will issue more than $10,000,000 in tax- exempt obligations
during 1993.
C. Arbitrage Rebate. The County will pay to the United States of America in accordance with
the provisions of this section (i) at least 90% of the Rebatable Arbitrage with respect to the Bonds as of
each Installment Computation Date, (ii) 100% of the Rebatable Arbitrage with respect to the Bonds as of
the Final Computation Date and (iii) any income attributable to such Rebatable Arbitrage.
10 CMW023.DOC 9310222
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Section 11. Lost or Destroyed Bonds. In case the Bonds, or any of them, shall be lost, stolen or
destroyed, the Bond Registrar may execute and deliver a new Bond or Bonds of like amount, date, and tenor
to the registered owner thereof upon the owner's paying the expenses and charges of the County and the
Bond Registrar. in connection therewith and upon his filing with the County and the Bond Registrar evidence
satisfactory to said County and Bond Registrar that such Bond or Bonds were actually lost, stolen or
destroyed and of his/her ownership thereof, and upon furnishing the County and Bond Registrar with
indemnity satisfactory to the County and Bond Registrar.
Section 12. Form of the Bonds. The Bonds shall be in substantially the following form:
UNITED STATES OF AMERICA
NO.
STATE OF WASHINGTON
WHATCOM COUNTY
LIMITED TAX GENERAL OBLIGATION BOND, 1993
INTEREST RATE:
SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
REGISTERED OWNER:
PRINCIPAL AMOUNT:
MATURITY DATE: December 1,
DOLLARS
Whatcom County, Washington, a municipal corporation organized and existing under and by virtue
of the laws and Constitution of the State of Washington (the "County "), hereby acknowledges itself to owe
and for value received promises to pay to the Registered Owner identified above, or registered assigns, on
the Maturity Date identified above, the Principal Amount specified above, unless redeemed prior thereto as
provided herein, together with interest on such Principal Amount from the date hereof or the most recent
date to which interest has been paid or duly provided for at the Interest Rate set forth above payable on
June 1, 1993, and semiannually thereafter on each June 1 and December 1 until payment of the principal
sum has been made or duly provided for. Both principal of and interest on this bond are payable in lawful
money of the United States of America. Interest on this bond is payable by check or draft of the Bond
Registrar mailed (on the date such interest is due) to the Registered Owner hereof at the address appearing
on the records maintained by the Bond Registrar as of the 15th day of the month prior to the interest
payment date. Principal shall be paid to the registered owner hereof upon presentation and surrender of this
bond at the principal offices of either of the fiscal agencies of the State of Washington in Seattle,
Washington or New York, New York (collectively, the "Bond Registrar ").
11
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Reference is hereby made to additional provisions of this bond set forth on the reverse side hereof
and such additional provisions shall for all purposes have the same effect as if set forth in this space.
Reference also is made to the Bond Ordinance (defined on the reverse side hereof) as more fully describing
the covenants with and the rights of registered owners of the bonds or registered assigns and the meanings of
capitalized terms appearing on the bonds which are defined in such Bond Ordinance.
This bond shall not be valid or become obligatory for any purpose or be entitled to any security or
benefit under the Bond Ordinance until the Certificate of Authentication hereon shall have been manually
signed by or on behalf of the Bond Registrar or by its duly designated agent.
The County hereby irrevocably covenants and agrees with the owner of this bond that it will include
in its annual budget and levy taxes annually within and as a part of the tax levy permitted to counties
without a vote of the electorate, amounts sufficient, together with all other moneys legally available therefor,
to pay the principal of and interest on this bond as the same shall become due. The full faith, credit and
resources of the County are hereby irrevocably pledged for the annual levy and collection of such taxes and
the prompt payment of such principal and interest.
It is hereby certified and declared that this bond is issued pursuant to and in strict compliance with
the Constitution and laws of the State of Washington, the Charter and Code of the County and its duly
passed ordinances, that all acts, conditions and things required to be done precedent to and in the issuance of
this bond and the bonds of this issue have happened, been done and performed and that this bond and the
bonds of this issue do not exceed any Constitutional, Charter, Code or statutory limitations.
IN WITNESS WHEREOF, Whatcom County, Washington, has caused this bond to be signed on
behalf of the County with the facsimile signature of its County Executive, to be attested by the facsimile
signature of the Clerk of its County Council, and the official seal of the County to be impressed or a
facsimile thereof to be imprinted hereon, as of this first day of March, 1993.
ATTEST:
Clerk of the County Council
[SEAL]
WHATCOM COUNTY, WASHINGTON
County Executive
12 CMWO23.00c 93102/22
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CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within- referenced Bond Ordinance of Whatcom
County, Washington, and is one of the Limited Tax General Obligation Bonds, 1993, dated March 1, 1993,
of such County.
WASHINGTON STATE FISCAL AGENCY, As
Bond Registrar
Authorized Signer
ADDITIONAL BOND PROVISIONS
This bond is one of an issue of limited tax general obligation bonds of the County of like date and
tenor, except as to number, interest rate and date of maturity, i6 the aggregate principal amount of
$8,400,000, issued pursuant to Ordinance No. ' passed by the County Council on February 23, 1993
(the 'Bond Ordinance "), to provide funds to pay part of the costs of renovating and expanding the County
Courthouse and Administration facilities and other County facilities.
The bonds maturing on or prior to December 1, 2003, are not subject to redemption prior to their
scheduled maturity. The bonds of this issue maturing on or after December 1, 2004, are subject to
redemption at the option of the County on and after December 1, 2003, in whole on any date or in part on
any interest payment date, with maturities to be selected by the County and by lot within a maturity, in such
manner as the Bond Registrar shall determine, at a price of 100% of the principal amount thereof plus
accrued interest to the date of redemption.
The Bonds of this issue which mature on December 1, 2012, if not previously redeemed pursuant to
optional call provisions set forth above, are subject to mandatory redemption by lot, at par, in the following
sinking fund installments, plus accrued interest on December 1 of the following years:
Year Amounts
2011 $515,000
2012* 550,000
Final maturity.
If the County redeems at any one time fewer than all of the bonds having the same maturity date,
the particular bonds or portions of bonds of such maturity to be redeemed shall be selected by lot in
increments of $5,000. In the case of a bond of a denomination greater than $5,000, the County shall treat
each such bond as representing such number of separate bonds each of the denomination of $5,000 as is
obtained by dividing the actual principal amount of such bond by $5,000. In the event that only a portion of
13 CMW023.DOC 93102/22
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the principal sum of a bond is redeemed, upon surrender of the bond at the principal office of the Bond
Registrar, there shall be issued to the registered owner, a bond or bonds of like maturity and interest rate in
any of the denominations authorized in the Bond Ordinance.
Notice of any such intended redemption shall 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. The requirements of the Bond Ordinance shall
be deemed to be complied with when notice is mailed as therein provided, regardless of whether or not it is
actually received by the owner of any bond.
Interest on any bond so called for redemption shall cease to accrue on the date fixed for redemption
unless such bond or bonds so called are not redeemed upon presentation made pursuant to such call.
Portions of the principal sum of this bond in installments of $5,000 or any integral multiple thereof
may also be redeemed at the times set forth above, and if less than, all of the principal sum hereof is to be
redeemed, upon the surrender of this bond at the principal office of the Bond Registrar there shall be issued
to the registered owner, without charge therefor, for the then unredeemed balance of the principal sum
hereof, at the option of the owner, a bond or bonds of like maturity and interest rate in any of the
denominations authorized by the Bond Ordinance.
The pledge of tax levies for payment of principal of and interest on the bonds may be discharged
prior to maturity of the bonds by making provision for the payment thereof on the terms and conditions set
forth in the Bond Ordinance.
The Bonds of this issue are not private activity bonds within the meaning of Section 141 of the
Internal Revenue Code of 1986, as amended (the "Code "). The bonds of this issue are eligible for
investment by financial institutions pursuant to Section 265(b) of the Code.
The bonds of this issue are issued in fully registered form in the denomination of $5,000 each or any
integral multiple thereof provided that no bond shall represent more than one maturity. Upon surrender to
the Bond Registrar, bonds are interchangeable for bonds in any authorized denomination of an equal
aggregate principal amount and of the same interest rate and maturity. This bond is transferable only on the
records maintained by the Bond Registrar for that purpose upon the surrender of this bond by the registered
owner hereof or his/her duly authorized agent and only if endorsed in the manner provided hereon, and
thereupon a new fully registered bond of like principal amount, maturity and interest rate shall be issued to
the transferee in exchange therefor. Such exchange or transfer shall be without cost to the registered owner
or transferee. The County and Bond Registrar may deem the person in whose name this bond is registered
to be the absolute owner hereof for the purpose of receiving payment of the principal of and interest on the
bond and for any and all other'purposes whatsoever.
The Bond Registrar is not required to issue, register, transfer or exchange any of the bonds during a
period beginning at the opening of business on the 15th day of the month next preceding any interest
payment date and ending at the close of business on the interest payment date, or, in the case of any
proposed redemption of the bonds, after the mailing of notice of the call of such bonds for redemption.
14 CMWO23.00c 93/02122
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The following abbreviations, when used in the inscription on the face of the within bond, shall be
construed as though they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UNIF GIFT (TRANSFER)
M1N ACT - Custodian
(Cult) (Minor)
under Uniform Gifts (Transfer) to Minors Act
(State)
Additional abbreviations may also be used although not listed above.
(Form of Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR TAXPAYER
IDENTIFICATION NUMBER OF TRANSFEREE
(Please print or typewrite name and address, including zip code of Transferee)
the within bond and all rights thereunder and does hereby
irrevocably constitute and appoint of , or its
successor, as Agent to transfer said bond on the books kept by the Bond Registrar for registration thereof,
with full power of substitution in the premises.
DATED: 19
SIGNATURE GUARANTEED:
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NOTE: The signature of this Assignment must
correspond with the name of the registered owner
as it appears upon the face of the within bond in
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every particular, without alteration or enlargement
or any change whatever.
Section 13. Execution of Bonds. The Bonds shall be signed on behalf of the County by the
facsimile signature of the County Executive, shall be attested by the facsimile signature of the Clerk of the
County Council, and shall have the corporate seal of the County impressed or a facsimile thereof imprinted
on each bond.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form hereinbefore
recited, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to
the benefits of this ordinance. Such Certificate of Authentication shall be conclusive evidence that the
Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to
the benefits of this ordinance.
In case either of the officers who shall have executed the Bonds shall cease to be such officer or
officers of the County before the Bonds so signed shall have been authenticated or delivered by the Bond
Registrar, or issued by the County, such Bonds may nevertheless be authenticated, delivered and issued and
upon such authentication, delivery and issuance, shall be as binding upon the County as though those who
signed the same had continued to be such officers of the County. Any Bond may also be signed and attested
on behalf of the County by such persons as at the actual date of execution of such Bond shall be the proper
officers of the County although at the original date of such Bond any such person shall not have been such
officer of the County.
Section 14. Bond Registrar. The Bond Registrar shall keep, or cause to be kept, at its principal
corporate trust -office, sufficient books or records for the registration and transfer of the Bonds which shall
at all times be open to inspection by the County. The Bond Registrar is authorized, on behalf of the County,
to authenticate and deliver the Bonds transferred or exchanged in accordance with the provisions of such
Bonds and this ordinance and to carry out all of the Bond Registrar's powers and duties under this
ordinance.
16 CMW023.DOC 93/02172
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The Bond Registrar shall be responsible for its representations contained in the 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 depositary for
and permit any of its officers or directors to act as a member of, or in any other capacity with respect to,
any committee formed to protect the rights of owners of the Bonds.
Section 15. Sale of Bonds. The sale of the Bonds to Seattle - Northwest Securities Corporation,
Seattle, Washington, at the price and pursuant to the terms and conditions set forth herein and in its offer
dated as of the date of final passage of this ordinance, is hereby in all respects ratified and confirmed.
The Chairman of the County Council and the County Executive, Clerk of the Council and County
Treasurer each is hereby authorized to review and approve on behalf of the County the preliminary and final
Official Statements relative to the Bonds with such additions and changes as may be deemed necessary or
advisable to each of them. The Preliminary Official Statement for the Bonds, dated as of February 11,
1993, is hereby deemed. final for purposes of Securities and Exchange Commission Rule 15c2 -12. The
proper County officials are hereby authorized and directed to do everything necessary for the prompt
execution and delivery of the Bonds to said purchaser and for the proper application and use of the proceeds
of sale thereof.
Section 16. Application of Proceeds of Bonds. There has heretofore been created in the office of
the Treasurer a special fund of the County to be known as the "County Courthouse /Administration Building
Fund" (the "Project Fund "). At the time of delivery of the Bonds, the proceeds of the Bonds, with the
exception of accrued interest to the date of delivery which shall be deposited in the Bond Fund, shall be paid
into the Project Fund to be used for the purpose of paying the costs of the Project authorized in Section 2
hereof, including costs necessary and incidental thereto and the costs of issuance of the Bonds, or for the
purpose of reimbursing any fund or funds of the County for advances, if any, made to pay such costs.
Other money of the County may be deposited in the Project Fund for the purpose of paying costs of the
Project; however, the County Treasurer shall maintain separate records of investments and expenditures of
Bond proceeds in order to comply with the requirements of Section 10 of this ordinance.
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If available funds are sufficient, the County shall acquire, construct, equip and make other
improvements to the facilities of the County, all as the County Council finds necessary.
The County shall determine the application of available moneys as between the components of the
Project so as to accomplish, as nearly as may be, the entire Project. The County shall determine the exact
extent and specifications for construction of structures or other improvements. If the County shall
determine that it has become impracticable to accomplish any portion of the Project by reason of changed
conditions or needs, incompatible development, costs substantially in excess of those estimated, or
acquisition by a superior governmental authority, the County shall not be required to accomplish such
portion and may apply Bond proceeds as set forth in this section. If any or all of the Project has been
completed, or their completion duly provided for, or their completion found to be impractical, the County
may apply the Bond proceeds or any portion thereof to other portions of the Project or other public purposes
of the County, or to payment of principal of or interest on the Bonds, as the County in its discretion shall
determine. In the event that the proceeds of sale of the bonds, plus any other moneys of the County legally
available, are insufficient to accomplish all of the Project, the County shall use the available funds for
paying the cost of that portion of the Project deemed by the County most necessary and in the best interest
of the County.
The Council will amend its current annual budget, if necessary, to include an appropriation for
expenditure of funds for the Project. Money on hand in the Project Fund shall be invested as provided by
direction of the County Treasurer in legal investments for County funds.
Upon completion of the Project, any remaining money in the Project Fund shall be transferred to the
Bond Fund, and the Project Fund shall be closed.
Section 17. Authorization of Temporary Bond. Until the definitive Bonds are prepared, the County
may, if deemed necessary by the County Executive, utilize a temporary Bond which shall be typewritten,
and which shall be delivered to the purchaser or purchasers of the Bonds in lieu of definitive Bonds, but
subject to the same provisions, limitations and conditions as the definitive Bonds. The temporary Bond shall
be dated March 1, 1993, shall be in the denomination of $8,400,000, shall be substantially of the tenor of
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such definitive Bonds, but with such omissions, insertions and variations as may be appropriate to
temporary bonds, and shall be signed by the County Executive and the Clerk of the Council.
Upon surrender to the County of the temporary Bond, the County, without charge to the holder,
shall execute and deliver to the holder of the temporary Bond, in exchange therefor, definitive Bonds of the
same maturities, interest rates, redemption provisions and aggregate principal amount as the temporary
Bond, if any, surrendered. Until so exchanged, the temporary Bond shall be in all respects entitled to the
same benefit and security as definitive Bonds executed and issued pursuant to this ordinance.
Section 18. Severability. If any one or more of the covenants or agreements provided in this
ordinance to be performed on the part of the County shall be declared by any court of competent jurisdiction
to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and
shall be deemed separable from the remaining covenants and agreements of this ordinance and shall in no
way affect the validity of the other provisions of this ordinance or of the Bonds.
Section 19. Effective Date. This ordinance shall be effective after its passage and publication as
required by law.
APPROVED this 23rd day of February, 1993.
ATTEST:
of the Council
APPROVED AS TO FORM:
Deputy Prosecuting Attorney
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WHATCOM COUNTY COUNCIL
WHATCOM COUNTY, WASHINGTON
Chair
(✓j Approved
Alu- , 1. V ,
Shirley Van Zante
County Executive
Date
( ) Vetoed
CMw0n.D0C 9310=