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Approve the refunding of bonds for Lewis County. BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 20-236 AUTHORIZING THE SALE, ISSUANCE AND DELIVERY OF NOT TO EXCEED $2,100,000 OF THE COUNTY'S LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020, TO COLUMBIA BANK, TO THE COUNTY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; PROVIDING FOR THE DATE, FORM, TERMS, MATURITIES, REDEMPTION PROVISIONS AND DESIGNATION OF THE BOND; AUTHORIZING THE EXECUTION OF A REFUNDING TRUST AGREEMENT FOR USE IN THE PAYMENT OF THE REFUNDED BONDS; AUTHORIZING THE PURCHASE OF CERTAIN GOVERNMENT OBLIGATIONS; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE REFUNDED BONDS; PLEDGING THE COUNTY'S FULL FAITH, CREDIT AND RESOURCES TO THE PAYMENT OF THE BOND; CREATING AND ADOPTING CERTAIN FUNDS AND ACCOUNTS AND PROVIDING FOR DEPOSITS THEREIN; AUTHORIZING THE CHAIR OR THE TREASURER TO EXECUTE THE PURCHASE OFFER; PROVIDING FOR REGISTRATION AND AUTHENTICATION OF THE BOND; COVENANTING TO COMPLY WITH CERTAIN FEDERAL TAX LAWS; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO WHEREAS, Lewis County, Washington (the "County"), is a class A county duly organized and existing under and by virtue of the Constitution and the laws of the state of Washington (the "State") now in effect; and WHEREAS, the County is authorized and empowered by chapters 36.67, 39.36, 39.46 and 39.53 RCW to issue, sell and deliver limited tax general obligation refunding bonds to refund all or a portion of its outstanding limited tax general obligation bonds; and WHEREAS, the County now has outstanding a portion of its "Lewis County Limited Tax General Obligation Refunding Bonds, Series 2009," dated September 2, 2009 (the "2009 Bonds") and authorized to be issued pursuant to Resolution No. 09-211, adopted by the Board of County Commissioners of the County (the "Board") on July 13, 2009, as supplemented by Resolution No. 09-243, adopted by the Board on August 3, 2009, and Resolution No.09-252, adopted by the Board on August 13, 2009 (collectively, the "Refunded Bond Resolution"); and WHEREAS, the Refunded Bond Resolution and the Official Statement provides that the 2009 Bonds maturing on or after December 1, 2019, are subject to redemption prior to their stated dates of maturity at the option of the County, on or after June 1, 2019, in whole or in part (maturities to be selected by the County and randomly within a maturity in such manner as the Registrar shall determine) at any time, at the price of par plus accrued interest, if any, to the date of redemption; and WHEREAS, after due consideration, the Board has determined that it will be financially advantageous to the County and that a savings to its taxpayers will be affected by the issuance and sale of limited tax general obligation bonds to redeem and retire $1,965,000 principal amount of the 2009 Bonds maturing on December 1 in the years 2020 through 2024, inclusive (the "Refunded Bonds"); and WHEREAS, in order to effect such refunding plan in a manner that will be most advantageous to the County, the Board has determined to acquire certain government obligations of the United States of America from a portion of bond proceeds and other available money that bear interest and mature at such times as necessary to: (1) pay interest, when due, on the Refunded Bonds, up to and including August 7, 2020, and (2) redeem the Refunded Bonds on August 7, 2020, at a price equal to 100 percent of the principal to be redeemed; and WHEREAS, the Board deems it necessary and advisable to authorize the issuance, sale and delivery at this time of not to exceed $2,100,000 of its "Limited Tax General Obligation Refunding Bond, Series 2020" (the "Bond"); and WHEREAS, the Bond will be issued to: (1) provide funds to refund the Refunded Bonds; and (2) pay the issuance costs of the Bond, including to manage the Escrow Account; and WHEREAS, the maximum aggregate principal amount of the Bond, when added to all other outstanding nonvoted general obligation debt heretofore authorized and issued by the County as of July 13, 2020 ($9,260,000), does not exceed $141,672,854, which is the County's limitation of nonvoted indebtedness prescribed by RCW 39.36.020(2); and WHEREAS, the Treasurer has agreed to act as the fiscal agent for the Bond; and WHEREAS, the Board desires to confirm the designation of the Treasurer as the County's legally designated fiscal agent with respect to the Bond, and the Board wishes to establish the procedures pursuant to which the Treasurer will carry out its duties with respect to the Refunded Bonds; and WHEREAS, chapter 39.46 RCW authorizes the County to sell its obligations by a direct bank purchase; and WHEREAS, the Board has determined it to be in the best interest of the County to authorize the Chair or the Treasurer to negotiate and accept an offer to purchase the Bond at the prices and according to the terms set forth in a Purchase Offer (as hereafter defined), pursuant to chapter 39.46 RCW, NOW THEREFORE BE IT RESOLVED the Board of County Commissioners approves and authorizes the Treasurer to enter into such Bond Agreement attached hereto. DONE IN OPEN SESSION this 13th day of July, 2020. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Amber Smith Gary Stamper By: Amber Smith, Gary Stamper, Chair Deputy Prosecuting Attorney ATTEST: PRO F`�:�S Edna J . Fund •••Edna J. Fund, Vice Chair .<, g45 Rieva Lester Robert C . Jackson Rieva Lester, Robert C. Jackson, Commissioner Clerk of the Lewis County Board of County Commissioners RESOLUTION NO. 20-236 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON, AUTHORIZING THE SALE, ISSUANCE AND DELIVERY OF NOT TO EXCEED $2,100,000 OF THE COUNTY'S LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020, TO COLUMBIA BANK, TO THE COUNTY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; PROVIDING FOR THE DATE, FORM, TERMS, MATURITIES, REDEMPTION PROVISIONS AND DESIGNATION OF THE BOND; AUTHORIZING THE EXECUTION OF A REFUNDING TRUST AGREEMENT FOR USE IN THE PAYMENT OF THE REFUNDED BONDS; AUTHORIZING THE PURCHASE OF CERTAIN GOVERNMENT OBLIGATIONS; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE REFUNDED BONDS; PLEDGING THE COUNTY'S FULL FAITH, CREDIT AND RESOURCES TO THE PAYMENT OF THE BOND; CREATING AND ADOPTING CERTAIN FUNDS AND ACCOUNTS AND PROVIDING FOR DEPOSITS THEREIN; AUTHORIZING THE CHAIR OR THE TREASURER TO EXECUTE THE PURCHASE OFFER; PROVIDING FOR REGISTRATION AND AUTHENTICATION OF THE BOND; COVENANTING TO COMPLY WITH CERTAIN FEDERAL TAX LAWS; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO 4839-6944-6337.3 TABLE OF CONTENTS Section 1: Definitions 3 Section 2: Interpretation 5 Section 3: Authorization of the Bond 5 Section 4: Prepayment Prior to Maturity 6 Section 5: Place, Manner and Medium of Payment 7 Section 6: Pledge of Full Faith, Credit and Resources of the County 8 Section 7: The Debt Service Fund 8 Section 8: The Refunding Plan 8 Section 9: The Refunding Trustee;Refunding Trust Agreement 9 Section 10: The Escrow Account 9 Section 11: The Government Obligations 10 Section 12: Irrevocable Call 11 Section 13: Execution and Authentication of the Bond 12 Section 14: The Registrar 12 Section 15: Transfer and Exchange of the Bond 13 Section 16: Mutilated, Lost, Stolen or Destroyed Bond 13 Section 17: Defeasance of the Bond 15 Section 18: Tax Covenants 16 Section 19: Amendments to the Resolution 16 Section 20: Sale and Delivery of the Bond and Taking of Other Actions Authorized 17 Section 21: Exemption from Continuing Disclosure Requirements 17 Section 22: Default Provisions 17 Section 23: Contract and Severability of Provisions 18 Section 24: No Personal Recourse 18 Section 25: Ratification 18 Section 26: Repealer 18 Section 27: Effective Date 19 Exhibit"A": Form of Bond Exhibit`B": Form of Refunding Trust Agreement 4839-6944-6337.3 RESOLUTION NO.20-236 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON, AUTHORIZING THE SALE, ISSUANCE AND DELIVERY OF NOT TO EXCEED $2,100,000 OF THE COUNTY'S LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020, TO COLUMBIA BANK, TO REFUND THE COUNTY'S OUTSTANDING LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2009; PROVIDING FOR THE DATE, FORM, TERMS, MATURITIES, REDEMPTION PROVISIONS AND DESIGNATION OF THE BOND; AUTHORIZING THE EXECUTION OF A REFUNDING TRUST AGREEMENT FOR USE IN THE PAYMENT OF THE REFUNDED BONDS; AUTHORIZING THE PURCHASE OF CERTAIN GOVERNMENT OBLIGATIONS; PROVIDING FOR THE CALL, PAYMENT AND REDEMPTION OF THE REFUNDED BONDS; PLEDGING THE COUNTY'S FULL FAITH, CREDIT AND RESOURCES TO THE PAYMENT OF THE BOND; CREATING AND ADOPTING CERTAIN FUNDS AND ACCOUNTS AND PROVIDING FOR DEPOSITS THEREIN; AUTHORIZING THE CHAIR OR THE TREASURER TO EXECUTE THE PURCHASE OFFER; PROVIDING FOR REGISTRATION AND AUTHENTICATION OF THE BOND; COVENANTING TO COMPLY WITH CERTAIN FEDERAL TAX LAWS; AND PROVIDING FOR OTHER MATTERS PROPERLY RELATING THERETO LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF NOT TO EXCEED$2,100,000 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY,WASHINGTON,as follows: WHEREAS,Lewis County,Washington(the"County"),is a class A county duly organized and existing under and by virtue of the Constitution and the laws of the state of Washington(the "State")now in effect; WHEREAS,the County is authorized and empowered by chapters 36.67,39.36,39.46 and 39.53 RCW to issue, sell and deliver limited tax general obligation refunding bonds to refund all or a portion of its outstanding limited tax general obligation bonds; WHEREAS,the County now has outstanding a portion of its"Lewis County Limited Tax General Obligation Refunding Bonds, Series 2009,"dated September 2,2009(the"2009 Bonds") and authorized to be issued pursuant to Resolution No. 09-211, adopted by the Board of County Commissioners of the County(the"Board")on July 13,2009,as supplemented by Resolution No. 09-243,adopted by the Board on August 3,2009,and Resolution No.09-252,adopted by the Board on August 13,2009(collectively,the"Refunded Bond Resolution"); 4839-6944-6337.3 WHEREAS, the Refunded Bond Resolution and the Official Statement provides that the 2009 Bonds maturing on or after December 1,2019,are subject to redemption prior to their stated dates of maturity at the option of the County,on or after June 1,2019,in whole or in part(maturities to be selected by the County and randomly within a maturity in such manner as the Registrar shall determine) at any time,at the price of par plus accrued interest, if any,to the date of redemption; WHEREAS, after due consideration, the Board has determined that it will be financially advantageous to the County and that a savings to its taxpayers will be affected by the issuance and sale of limited tax general obligation bonds to redeem and retire $1,965,000 principal amount of the 2009 Bonds maturing on December 1 in the years 2020 through 2024,inclusive(the"Refunded Bonds"); WHEREAS, in order to effect such refunding plan in a manner that will be most advantageous to the County, the Board has determined to acquire certain government obligations of the United States of America from a portion of bond proceeds and other available money that bear interest and mature at such times as necessary to: (1)pay interest,when due,on the Refunded Bonds, up to and including August 7, 2020, and (2) redeem the Refunded Bonds on August 7, 2020,at a price equal to 100 percent of the principal to be redeemed; WHEREAS,the Board deems it necessary and advisable to authorize the issuance,sale and delivery at this time of not to exceed$2,100,000 of its"Limited Tax General Obligation Refunding Bond, Series 2020"(the"Bond"); WHEREAS the Bond will be issued to: (1)provide funds to refund the Refunded Bonds; and(2)pay the issuance costs of the Bond,including to manage the Escrow Account; WHEREAS, the maximum aggregate principal amount of the Bond, when added to all other outstanding nonvoted general obligation debt heretofore authorized and issued by the County as of July 13,2020($9,260,000), does not exceed$141,672,854,which is the County's limitation of nonvoted indebtedness prescribed by RCW 39.36.020(2); WHEREAS,the Treasurer has agreed to act as the fiscal agent for the Bond; WHEREAS,the Board desires to confirm the designation of the Treasurer as the County's legally designated fiscal agent with respect to the Bond, and the Board wishes to establish the procedures pursuant to which the Treasurer will carry out its duties with respect to the Refunded Bonds; WHEREAS, chapter 39.46 RCW authorizes the County to sell its obligations by a direct bank purchase;and WHEREAS,the Board has determined it to be in the best interest of the County to authorize the Chair or the Treasurer to negotiate and accept an offer to purchase the Bond at the prices and according to the terms set forth in a Purchase Offer (as hereafter defined), pursuant to chapter 39.46 RCW; NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED as follows: -2- 4839-6944-6337.3 Section 1: Definitions As used in this Resolution,the following terms have the meanings provided in this Section 1. Board means the Board of County Commissioners of Lewis County,Washington,as duly and regularly constituted from time to time. Bond Register means the registration records maintained by the Registrar on which shall appear the names and addresses of the Registered Owner. Bond means the herein authorized bond,designated as the County's"Limited Tax General Obligation Refunding Bond, Series 2020." Chair means the Chair of the Board, or any presiding officer or titular head of the Board, or his/her successor in functions. Clerk means the de facto or de jure Clerk of the Board,or other officer of the County who is the custodian of the seal of the County and of the records of the proceedings of the Board, or his/her successor in functions. Code means the Internal Revenue Code of 1986, as amended, and any Treasury Regulations promulgated thereunder. County means Lewis County, Washington, a class A county duly organized and existing under and by virtue of the Constitution and the laws of the State now in effect. Debt Service Fund means the"Lewis County Limited Tax General Obligation Refunding Bond, Series 2020, Debt Service Fund" created by Section by Section 7 of this Resolution, and into which shall be deposited taxes and other revenues to be used to pay principal of and interest on the Bond when due. Escrow Account means the "Lewis County Limited Tax General Obligation Refunding Bond, Series 2020, Escrow Account," maintained by the Refunding Trustee and authorized by Section 10 of this Resolution. Government Obligations means cash or any government obligation defined in chapter 39.53 RCW pledged solely for the redemption of the Refunded Bonds, and referred to in Section 11 of this Resolution. Municipal Advisor means PFM Financial Advisors LLC, Seattle,Washington. Outstanding means, when used with reference to the Bond, as of any particular date, the Bond that has been issued, executed, authenticated and delivered except: (A) any portion of the Bond canceled because of payment prior to their stated dates of maturity; and(B) any portion of the Bond deemed to have been paid pursuant to Section 17 of this Resolution. -3- 4839-6944-6337.3 Purchase Offer means the contract between the County and the Purchaser pertaining to the sale and delivery of the Bond, as more fully described in Section 3 of this Resolution. Purchaser means Columbia Bank of Seattle,Washington. Qualified Institutional Investor shall mean one of the following: A. a bank as defined in Section 3(a)(2)of the Securities Act of 1933 as amended(the "Securities Act"); or B. a savings and loan association or other institution described in Section 3(a)(5)(A) of the Securities Act,whether acting in its individual or fiduciary capacity; or C. a "Qualified Institutional Buyer" as that term is defined in Rule 144A under the Securities Act. Refunded Bonds means the Limited Tax General Obligation Refunding Bonds,Series 2009. Refunded Bond Resolution means Resolution No. 09-211, adopted by the Board on July 13, 2009, as supplemented by Resolution No. 09-243, adopted by the Board on August 3, 2009, and Resolution No.09-252,adopted by the Board on August 13,2009. Refunding Trust Agreement means the agreement by and between the County and the Refunding Trustee,providing for the refunding and defeasance of the Refunded Bonds. Refunding Trustee means U.S. Bank National Association, appointed herein by the Board to maintain the Escrow Account and the Government Obligations. Registered Owner means the person named as the registered owner of a Bond on the Bond Register. Registrar means the Treasurer, or his successor in functions as registrar, paying agent and transfer agent of the Bond. Resolution means this resolution adopted by the Board on July 13, 2020, authorizing the sale, issuance and delivery of the Bond. Resolution No. 09-211 means Resolution No. 09-211, adopted by the Board on July 13, 2009,authorizing the issuance,sale and delivery of the County's Limited Tax General Obligation Refunding Bonds, Series 2009. Resolution No. 09-243 means Resolution No. 09-243, adopted by the Board on August 3, 2009, supplementing Resolution No. 09-211. Resolution No. 09-252 means Resolution No. 09-252,adopted by the Board on August 13, 2009. -4- 4839-69446337.3 Treasurer means the Lewis County Treasurer or his successor in functions, if any. Section 2: Interpretation For all purposes of this Resolution, except as otherwise expressly provided or unless the context otherwise requires: A. Internal References. All references in this Resolution to designated"Sections"and other subdivisions are to the designated sections and other subdivisions of this Resolution. The words"herein,""hereof,""hereto,""hereby,""hereunder"and other words of similar import refer to this Resolution as a whole and not to any particular section or other subdivision. B. Persons. Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public boards,as well as natural persons. C. Headings. Any headings preceding the texts of the several sections of this Resolution and the table of contents, shall be solely for convenience of reference and shall not constitute a part of this Resolution,nor shall they affect its meaning,construction or effect. D. Accounting Terms. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with the generally accepted accounting principles as in effect from time to time. E. Writing Requirement. Every "request," "order," "demand," "application," "appointment," "notice," "statement," "certificate," "consent" or similar action hereunder by the County shall,unless the form thereof is specifically provided,be in writing signed by an authorize officer of the County. F. Approvals, Consents, Agreements and Acceptances. All approvals, consents, agreements and acceptances required to be given or made by any person or party hereunder shall not be unreasonably withheld or unduly delayed. G. Time. In the computation of a period of time from a specified date to a later specified date,the word"from"means"from and including"and each of the words"to"and"until" means"to but excluding." H. Prepayment. Words importing the prepayment of all or any portion of the Bond or the calling of all or a portion Bond for prepayment do not include or connote the payment of such Bond at its stated maturity. I. Payment Terms. References to the payment of the Bond shall be deemed to include references to the payment of interest thereon. Section 3: Authorization of the Bond A. The Bond. A limited tax general obligation refunding bond designated "Lewis County, Washington, Limited Tax General Obligation Refunding Bond, Series 2020," is hereby -5- 4839-6944-6337.3 authorized to be sold, issued and delivered pursuant to chapters 36.67, 39.36, 39.46 and 39.53 RCW in the event that the Purchase Offer is executed as provided in this Section 3. The Bond shall be issued in fully registered form;shall be in the principal amount of not to exceed$2,100,000 and shall be numbered such manner and with any additional designation as the Registrar deems necessary for purposes of identification. The Bond shall be in substantially the form of Exhibit "A"attached hereto. B. Authorization to Execute the Purchase Offer. The Bond shall be sold to the Purchaser pursuant to the Purchase Offer. The Chair or the Treasurer is hereby authorized and directed to execute the Purchase Offer and cause the Bond to be delivered to the Purchaser. The Purchase Offer shall establish the interest rate,the principal amount and the amortization schedule of the Bond. The Chair or the Treasurer is hereby authorized to approve additions, deletions or alterations to the Purchase Offer or any other document or certificate related hereto so long as such additions, deletions or alterations do not substantially alter the intent and substance of this Resolution. The County understands that the Purchaser will make a loan by purchasing the Bond under the following additional conditions: (A)the Bond is not being registered under the Securities Act of 1933 and is not being registered or otherwise qualified for sale under the "Big Sky" laws and regulations of any state;(B)the Purchaser will hold the bond as one single debt instrument;(C)no CUSIP numbers will be obtained for the Bonds; (D) no official statement has been or will be prepared in connection with the private placement of the Bond with the Purchaser; (E) the Bond will not close through the DTC or any similar repository and will not be in book entry form; and (F)the Bond is not listed on any stock or other securities exchange. The County understands that it shall be responsible for the reasonable legal fees and expenses of counsel to the Purchaser as set forth in the Purchase Offer. The Bond shall be a negotiable instrument to the extent provided by chapter 62A.3 RCW. Section 4: Prepayment Prior to Maturity A. Optional Prepayment. The Bond is not subject to prepayment prior to July 30, 2022. The Bond is subject to prepayment in whole or in part prior to its stated date of maturity after July 30, 2022, at the prepayment price of 100 percent of the principal amount thereof plus accrued interest on the amount of such prepayment,if any,to the date of prepayment. B. Notice of Prepayment. Unless waived by the Registered Owner, notice of any prepayment shall be sent by the Registrar by first-class mail,postage prepaid,not less than 15 days prior to the date fixed for prepayment to the Registered Owner at the address shown on the Bond Register,or at such other address as may be furnished in writing by such Registered Owner to the Registrar. The requirements of this subsection B shall be deemed to be complied with three days after when notice is mailed as herein provided, regardless of whether it is actually received by the Registered Owner of the Bond. Each notice of prepayment given under this subsection B shall contain the following information: -6- 4839-6944-6337.3 (1) the prepayment date; (2) the prepayment price; (3) the principal amount of the Bond to be prepaid; (4) notification that on the prepayment date the prepayment price will become due and payable and that interest on the amount prepaid shall cease to accrue from and after the date; (5) the place where such Bond is to be surrendered for payment of the prepayment price if all of the outstanding principal amount of the Bond is being prepaid, which place of payment shall be the office of the Registrar; (6) the date of issue of the Bond as originally issued; and (7) any other descriptive information needed to identify accurately the Bond being prepaid. Any notice given pursuant to this subsection B may be rescinded by written notice given to the Registrar no later than one business day prior to the date specified for prepayment. The Registrar shall give notice of such rescission as soon thereafter as practicable, and to the same Registered Owner, as notice of such prepayment was given pursuant to this subsection B. C. Effect of Prepayment. When so called for prepayment,the principal amount of the Bond being prepaid shall cease to accrue interest on the specified prepayment date,provided funds for prepayment are on deposit at the place of payment at that time, and shall not be deemed to be Outstanding as of such prepayment date. Section 5: Place,Manner and Medium of Payment A. Payment Medium. The principal of and interest on the Bond are payable in lawful money of the United States of America to the Registered Owner. B. Payment of Interest. Payment of each installment of principal of and interest on the Bond,as appropriate,shall be made to the Registered Owner whose name appears on the Bond Register at the close of business on the fifteenth day of the calendar month preceding the interest payment date. Each installment of principal and interest,except the final installment thereof,shall be paid by check,wire or draft of the Registrar sent to such Registered Owner on the due date at the address appearing on the Bond Register,or at such other address as may be furnished in writing by such Registered Owner within the United States to the Registrar. Upon payment of the final installment of principal and interest on the Bond,the Registered Owner shall present and surrender the Bond at the office of the Registrar for cancellation in accordance with law. The County and the Registrar may deem and treat the Registered Owner of the Bond as the absolute owner of such Bond for the purpose of receiving payments of principal and interest due on such Bond and for all other purposes,and neither the County nor the Registrar shall be affected by any notice to the contrary. -7- 4839-6944-6337.3 Section 6: Pledge of Full Faith,Credit and Resources of the County The Bond is a limited tax general obligation of the County and,as such,the full faith,credit and resources of the County are hereby pledged for its payment, within the appropriate constitutional and statutory limitations pertaining to nonvoted general obligations. The officers charged by law with the duty of levying taxes for the payment of the Bond and the interest thereon shall,in the manner provided by law,make annual tax levies upon all of the taxable property within the County sufficient,together with other legally available money to meet the annual payments of principal and interest maturing and accruing on the Bond, complying at all times with the constitutional and statutory tax limitations pertaining to nonvoted general obligations. Section 7: The Debt Service Fund A. Debt Service Fund. There is hereby created by the County and shall be maintained by the Treasurer, the Debt Service Fund, which name or designation may change to conform to accounting practices. For accounting purposes, separate accounts may be maintained for the purpose of paying the principal of,premium,if any, and interest on the Bond when due. B. Deposits to the Debt Service Fund. Accrued interest,if any,received from the sale of the Bond shall be deposited into the Debt Service Fund. Tax receipts and, as from time to time directed by the Board, other County money legally available for payment of the Bond shall be deposited in the Debt Service Fund to the extent necessary to pay the principal of,premium,if any, and interest on the Bond. The Treasurer is hereby authorized and directed to pay all payments of principal and interest due on the Bond when due. The Lewis County Auditor(the"Auditor")is hereby authorized and directed to transfer or credit property taxes in sufficient amounts received by the County to the Debt Service Fund in sufficient time to make payments of the principal of and interest on the Bond. C. Investment of Money in the Debt Service Fund. Money in the Debt Service Fund may be invested as permitted by law, which investments shall mature prior to the date on which such money shall be needed for required interest or principal payments. All interest earned and income derived by virtue of such investments shall be credited to the fund or account from which such investments were made and shall be used to meet the required deposits therein. D. Additional Accounts or Funds. The Treasurer and/or the Auditor are hereby authorized to create additional accounts or funds in order to implement the purposes of this Resolution. Section 8: The Refunding Plan A. The Refunded Bonds. (1) Description of the Refunded Bonds. The County is desirous of defeasing, paying, redeeming and retiring the Refunded Bonds. The Refunded Bonds bear interest and are callable in accordance with the following schedule: -8- 4839-6944-6337.3 Payment Date Principal Interest Total August 7,2020' $1,965,000.00 $14,410.00 $1,979,410.00 *Redemption Date. (2) Payments on the Refunded Bonds. The County shall irrevocably deposit certain Government Obligations in sufficient amounts and maturing at appropriate times to pay the interest on the Refunded Bonds up to and including August 7,2020,and to redeem and retire the Refunded Bonds on such date at the price of 100 percent of the principal amount thereof plus accrued interest to such date. Any amounts necessary to pay and retire the Refunded Bonds that are not provided for in full by the purchase and deposit of the Government Obligations shall be provided for by an irrevocable deposit of cash from the proceeds of the Bond or from other legally available money of the County. (3) Notice of Redemption. The Refunding Trustee is hereby directed to give notice of the call and redemption of the Refunded Bonds in substantially the form set forth in Attachment II to the Refunding Trust Agreement and in the manner required by the Refunded Bond Resolution. B. Modification of the Refunding Plan. The Board hereby authorizes the Treasurer to modify the refunding plan if he, with advice from the Municipal Advisor, determines such modification to be in the County's best interest. Such modification may consist of the deletion of all or any portion of the Refunded Bonds. Section 9: The Refunding Trustee; Refunding Trust Agreement The County hereby appoints U.S.Bank National Association to serve as Refunding Trustee with respect to the Refunded Bonds. In order to carry out the purposes of this Resolution, the Chair and the Clerk are authorized and directed to execute and deliver to the Refunding Trustee a Refunding Trust Agreement substantially in the form marked Exhibit`B" attached hereto and by this reference incorporated herein. The Refunding Trust Agreement shall set forth the duties, obligations and responsibilities of the Refunding Trustee in connection with the refunding of the Refunded Bonds as provided herein; and the Refunding Trustee shall state therein that such provisions for the payment of the fees,compensation and expenses of such Refunding Trustee are satisfactory to it. The Refunding Trustee shall be entitled to the fees provided in the Refunding Trust Agreement and no other fees. Section 10: The Escrow Account A. Creation of the Escrow Account. The Refunding Trustee is hereby authorized and directed to establish a special account for the County designated the "Lewis County Limited Tax General Obligation Refunding Bond, Series 2020, Escrow Account," or such other designations as conform to accounting principles and banking practices. B. Deposits into the Escrow Account. The proceeds of the Bond allocable to the Refunded Bonds other than: (1)accrued interest,if any,received from the sale of the Bond,which shall be deposited into the Debt Service Fund; (2) amounts paid to the Purchaser as Purchaser's -9- 4839-6944-6337.3 fee in connection with the Bond, which shall be retained by the Purchaser, as well as the Purchaser's legal fees, which shall be paid to the Purchaser's legal counsel; and (3) amounts, if any,received due to rounding the principal amount of the Bond and to pay for any contingencies, which shall be deposited into the Debt Service Fund, shall be deposited with the Refunding Trustee, which shall use such money to acquire Government Obligations for deposit into the Escrow Account and to pay the costs of issuing the Bond on the issue date of the Bond. Such Government Obligations, together with any cash balance remaining after the Government Obligations are purchased and such issuance costs paid, shall be irrevocably deposited into the Escrow Account. The Government Obligations and money to be deposited into the Escrow Account shall be held by the Refunding Trustee in trust. All Government Obligations,all proceeds thereof and all money credited to the Escrow Account shall be deemed so credited to and held in the Escrow Account notwithstanding the fact that such Government Obligations, proceeds and money therein are held by the Refunding Trustee in trust for the owners of the Refunded Bonds. The Refunding Trustee is hereby authorized to create a subaccount into which shall be deposited the proceeds of the Bond allocable to costs of issuance, including to manage the Escrow Account and from which the Refunding Trustee shall pay the costs of issuance. C. Use of Money in the Escrow Account. The Refunding Trustee, on behalf of the County, is hereby authorized and directed to use a portion of the proceeds of the Bond, together with other legally available money of the County, to purchase Government Obligations in the amounts, of the type, bearing interest and maturing in such amounts as are necessary to make the payments described in Section 8 of this Resolution. The investment income from and maturing principal of the Government Obligations and money to be deposited into the Escrow Account shall be transmitted to the Treasurer for the sole purpose of paying the principal of and interest on the Refunded Bonds as herein provided. D. Surplus Money. Any money remaining on deposit in the Escrow Account after the payment in full of the Refunded Bonds and paying the costs of issuing the Bond, as herein set forth, shall be transferred by the Refunding Trustee to the County and deposited into the Debt Service Fund. Section 11: The Government Obligations A. Purpose of the Government Obligations. The Government Obligations shall be used for the sole purpose of making the payments described in Section 8 of this Resolution. The Government Obligations, the earnings thereon and the proceeds therefrom may be used for no other purpose,nor may any of such investments be liquidated prior to maturity without the written opinion of nationally recognized bond counsel that such redemption would not cause the interest on the Refunded Bonds or the Bond to become includable in gross income for federal income tax purposes. B. Sufficiency of the Government Obligations. Prior to the delivery of the Bond, the County shall receive an opinion of a nationally recognized firm of independent certified public accountants or arbitrage consultants stating, in substance, that the money and Government Obligations to be deposited with the Refunding Trustee for the payment of the Refunded Bonds will discharge and satisfy the County's obligations under Refunded Bond Resolution. -10- 4839-6944-6337.3 C. Substitution of the Government Obligations. The County hereby reserves the right to substitute Government Obligations for investments in the Escrow Account in the event it may do so pursuant to Section 103 of the Code;provided,that at all times the money and Government Obligations in the Escrow Account shall be sufficient to refund and retire the Refunded Bonds as provided herein. Prior to each such substitution,the County shall obtain: (1) a supplemental verification addressed to the County and the Refunding Trustee from a nationally recognized firm of certified public accountants or arbitrage consultants, which shall be satisfactory to nationally recognized bond counsel, that the money and Government Obligations on deposit in the Escrow Account after such substitution will be sufficient to affect the refunding of the Refunded Bonds and that such substitute Government Obligations are noncallable; and (2) a written opinion addressed to the County from nationally recognized bond counsel that such substitution will not cause the interest on the Refunded Bonds or the Bond to become includable in gross income for federal income tax purposes. Section 12: Irrevocable Call A. Refunded Bonds. (1) Irrevocable Call for Redemption. In accordance with Section 5 of Resolution No. 09-211, the County hereby calls the Refunded Bonds for redemption on August 7, 2020. Such call for redemption shall be irrevocable upon the delivery of the Bond to the Purchaser. (2) Irrevocable Pledge of Amounts in the Escrow Account. The County hereby irrevocably pledges the Government Obligations and amounts on deposit in the Escrow Account to pay the interest on the Refunded Bonds up to and including August 7, 2020, and to redeem and retire the Refunded Bonds on such date at the price of 100 percent of the principal amount thereof. Such Government Obligations are hereby irrevocably pledged to be set aside to affect such payment,redemption and retirement. (3) Findings Regarding Defeasance of the Refunded Bonds. The County hereby finds that, as of the date the Bond is issued and the money and Government Obligations are deposited into the Escrow Account: (a) no further payments need to be made into the Lewis County Limited Tax General Obligation Refunding Bonds, Series 2009,Debt Service Fund, for the payment of the principal of and interest on the Refunded Bonds; (b) the Refunded Bonds and the interest accrued thereon shall cease to be entitled to any lien,benefit or security of the Refunded Bond Resolution except the right to receive the funds so set aside and pledged; and (c) the Refunded Bonds and the interest accruing thereon shall no longer be deemed to be Outstanding under the Refunded Bond Resolution. B. The Bond. The Board hereby further finds and determines that the issuance and sale of the Bond will benefit the County through a reduction in the debt service requirement, and will thereby affect a savings to the County. In making such finding and determination,the Board has given consideration to the interest to maturity of the Refunded Bonds,the costs of issuance of -11- 4839-6944-6337.3 the Bond, including to manage the Escrow Account, and the expected earned income from the Government Obligations pending the redemption and retirement of the Refunded Bonds. Section 13: Execution and Authentication of the Bond A. Execution of the Bond. Without unreasonable delay after the execution of the Purchase Offer,the Treasurer shall cause a definitive Bond to be prepared,executed,and delivered. The Bond shall be executed on behalf of the County by the manual or facsimile signature of the Chair, shall be attested by the manual or facsimile signature of the Clerk, and shall have the seal of the County impressed or imprinted thereon. B. Authentication of the Bond. The executed Bond shall be delivered to the Registrar for authentication. The Bond shall be numbered in the manner and with any additional designation as the Registrar deems necessary for purposes of identification. Only the Bond that bears a Certificate of Authentication substantially in the form set forth in Exhibit"A"attached hereto and manually executed by the Registrar shall be valid or obligatory for any purpose or entitled to the benefits of this Resolution. Such Certificate of Authentication shall be conclusive evidence that the Bond so authenticated have been duly executed,authenticated and delivered hereunder and are entitled to the benefits of this Resolution. C. Validity of Signatures. In case any of the officers who shall have signed or attested the Bond shall cease to be such officer or officers of the County before the Bond so signed or attested shall have been authenticated or delivered by the Registrar or issued by the County, such Bond may nevertheless be authenticated, delivered and issued; and upon such authentication, delivery and issue, shall be as binding upon the County as though those who signed and attested the same had continued to be such officers of the County. The Bond may also be signed and attested on behalf of the County by such persons as at the actual date of execution of the Bond shall be the proper officers of the County; although at the original date of the Bond, any such person shall not have been such officer of the County. Section 14: The Registrar A. Registrar Appointed. Pursuant to RCW 39.44.130, the Treasurer is hereby designated the Registrar, authenticating agent,paying agent and transfer agent with respect to the Bond, subject to the terms and conditions set forth in this Section 14. B. Delegated Duties. The Registrar is hereby authorized and directed,on behalf of the County, to authenticate and deliver the Bond initially issued or transferred or exchanged in accordance with the provisions of the Bond and this Resolution and to carry out all of the powers and duties under this Resolution. C. Bond Register. The Bond shall be issued only in registered form as to both principal and interest. The Registrar shall keep, or cause to be kept, at its office the Bond Register which shall at all times be open to inspection by the County. D. Fees and Costs. The Treasurer shall receive no additional compensation from the County for performing the functions of the Registrar under this Resolution; provided, in its discretion,the County may pay to any successor Registrar from time to time reasonable expenses, -12- 4839-6944-6337.3 charges, fees of counsel, accountants and consultants and other disbursements,including those of its attorneys, agents and employees, incurred in good faith in and about the performance of their powers and duties under this Resolution. E. Representations. The Registrar shall be responsible for its representations contained in the Registrar's Certificate of Authentication on the Bond. F. Ownership Rights. The Registrar may become the Registered Owner of the Bond with the same rights it would have if it were not the Registrar,and,to the extent permitted by law, may act as depository for and permit any of its officers or employees to act as a member of,or in any other capacity with respect to, any committee formed to protect the rights of Registered • Owners of the Bond. G. Cancellation of Surrendered Bond. If the Bond is surrendered to the Registrar for payment, transfer or exchange, as well as surrendered by the County for cancellation, the Bond shall be canceled immediately by the Registrar and returned to the County. The Bond thereafter shall be destroyed pursuant to RCW 43.80.130 (as it now reads or is hereafter amended or recodified). Section 15: Transfer and Exchange of the Bond Except as provided for a mutilated, lost, stolen or destroyed Bond, the Bond shall not be exchangeable for another Bond. At the request of the Purchaser,the Bond shall not be transferable unless: A. the corporate name of the Purchaser is changed and the transfer is necessary to reflect such change; B. the transferee is a successor in interest of the Purchaser by means of a corporate merger or purchase ,an exchange of stock,a sale of assets or a receivership; C. the Purchaser is dissolved and its assets are liquidated; or D. in whole to a Qualified Institutional Investor. Any transfer of the Bond by the Purchaser to a successor in interest shall be accomplished by the Purchaser in person,or by its attorney duly authorized in writing, surrendering the Bond at the office of the Registrar for cancellation and issuance of a new Bond registered in the name of the transferee in exchange therefor. Whenever the Bond shall be surrendered for transfer as provided in this Section 15, the Registrar shall authenticate and deliver to the transferee, in exchange therefor, a new fully registered Bond of any authorized denomination of the same maturity and interest rate and for the aggregate principal amount of the Bond being surrendered. The Registrar shall not be obligated to transfer the Bond during the 15 days preceding any principal payment date or prepayment date. The Registrar shall require the payment by the Purchaser requesting such transfer of any tax,fee or governmental charge required to be paid with respect to such transfer. The Purchaser shall pay all costs incurred by the County to effectuate such transfer. Section 16: Mutilated,Lost,Stolen or Destroyed Bond -13- 4839-6944-6337.3 A. Issuance of Substitute Bond. If the Bond shall become mutilated, lost, stolen or destroyed,the affected Registered Owner shall be entitled to the issuance of a substitute Bond only as follows: (1) in the case of a lost, stolen or destroyed Bond,the Registered Owner shall: (a)provide notice of the loss,theft or destruction to the County and the Registrar within a reasonable time after the Registered Owner receives notice of the loss,theft or destruction; (b) request the issuance of a substitute Bond; (c)provide evidence, satisfactory to the County and the Registrar,of the ownership and the loss,theft or destruction of the affected Bond; and (d) file in the offices of the County and the Registrar a written affidavit specifically alleging on oath that such Registered Owner is the proper owner,payee or legal representative of such owner or payee of the Bond that has been lost, stolen or destroyed, giving the date the Bond was issued and the number,principal amount and series of such Bond, and stating that the Bond has been lost, stolen or destroyed, and has not been paid and has not been received by such Registered Owner; (2) in the case of a mutilated Bond, the Registered Owner shall surrender the Bond to the Registrar for cancellation; and (3) in all cases,the Registered Owner shall provide indemnity against any and all claims arising out of or otherwise related to the issuance of a substitute Bond pursuant to this Section 16 satisfactory to the County and the Registrar. Upon compliance with the foregoing,a new Bond of like tenor and denomination,bearing the same number as the mutilated, lost, stolen or destroyed Bond, and with the word "DUPLICATE" stamped or printed plainly on its face, shall be executed by the County, authenticated by the Registrar and delivered to the Registered Owner, all at the expense of the Registered Owner to whom the substitute Bond is delivered. Notwithstanding the foregoing,the Registrar shall not be required to authenticate and deliver any substitute Bond for a Bond that has matured or is about to mature and, in any such case, the principal or and interest then due or becoming due shall be paid by the Registrar in accordance with the terms of the mutilated, destroyed, lost or stolen Bond without substitution therefor. B. Notation on the Bond Register. Upon the issuance and authentication of any substitute Bond under the provisions of this Section 16, the Registrar shall enter upon the Bond Register a notation that the original Bond was canceled and a substitute Bond was issued. C. Rights of Registered Owner of Substitute Bond. Every substitute Bond issued pursuant to this Section 16 shall constitute an additional contractual obligation of the County and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bond duly issued hereunder unless the Bond alleged to have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser for value without notice. In the event the Bond alleged to have been destroyed,lost or stolen shall be enforceable by anyone,the County may recover the substitute Bond from the Registered Owner to whom it was issued or from anyone taking under the Registered Owner except a bona fide purchaser for value without notice. -14- 4839-6944-6337.3 D. Exclusive Rights. The Bond shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated,destroyed, lost or stolen Bond, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or of investment or other securities without their surrender. Section 17: Defeasance of the Bond In the event that money and/or"Government Obligations"(as defined from time to time in RCW 39.53.010), maturing or having guaranteed prepayment prices at the option of the owner at such time or times and bearing interest to be earned thereon in such amounts as are sufficient, together with any resulting cash balances,to retire part or all of the Bond in accordance with their terms,are hereafter irrevocably set aside in a special account and pledged to effect such retirement, then no further payments need be made into the Debt Service Fund for the payment of the principal of and interest on the Bond so provided for, and such Bond and interest accrued thereon shall no longer be deemed to be Outstanding hereunder. If the principal of the Bond becoming due, at maturity or otherwise, together with all interest accruing thereon to the due date, has been paid or provision therefor made in accordance with this Section 17, all interest on the Bond shall cease to accrue on the due date and all liability of the County with respect to the Bond shall cease as of the date the principal and interest is so provided for,except as hereinafter provided. Thereafter,the Registered Owner of the Bond shall be restricted exclusively to the money so deposited for any claim of whatever nature with respect to the Bond,and the Registrar shall hold such money in trust for such Registered Owner uninvested and without interest. A defeasance under this Section 17 shall also require that the County shall receive prior or at the time of such defeasance the following: A. an opinion of a nationally recognized firm of independent certified public accountants or arbitrage consultants stating, in substance, that the money and Government Obligations to be irrevocably deposited with the defeasance trustee or escrow agent for the payment of the Bonds will discharge and satisfy the County's obligations under this Resolution to make payments on the Bond; and B. a written opinion addressed to the County from nationally recognized bond counsel that such defeasance will not cause the interest on the Bond to become includable in gross income for federal income tax purposes. -15- 4839-6944-6337.3 Section 18: Tax Covenants A. Compliance with the Code. The County covenants to comply with each requirement of the Code necessary to maintain the exclusion of interest on the Bond from gross income for federal income tax purposes. In furtherance of the covenant contained in the preceding sentence,the County covenants to comply with the provisions of the Tax Compliance Certificate executed by the County on the date of initial issuance and delivery of the Bond, as such Tax Compliance Certificate may be amended from time to time. B. Necessary Payments. The County covenants to make any and all payments required to be made to the United States Department of the Treasury in connection with the Bond pursuant to Section 148(f)of the Code. C. Survival of Tax Covenants. Notwithstanding any other provision of this Resolution to the contrary, so long as necessary to maintain the exclusion from gross income of interest on the Bond for federal income tax purposes,the covenants contained in this Section 18 shall survive the payment of the Bond and the interest thereon, including any payment or defeasance thereof pursuant to Section 17 of this Resolution. D. Remedies. Notwithstanding any other provision of this Resolution to the contrary: (1) upon the County's failure to observe or refusal to comply with the above covenants, the Registered Owner,or any trustee acting on their behalf, shall be entitled to the rights and remedies provided to the Registered Owner under this Resolution; and (2)neither the holder or registered owner of bonds of any series other than the Bond, nor any trustee acting on their behalf, shall be entitled to exercise any right or remedy provided to the Registered Owner under this Resolution based upon the County's failure to observe,or refusal to comply with,the above covenants of this Section 18. Section 19: Amendments to the Resolution A. Amendments Not Requiring Registered Owner Consent. The Board from time to time,and at any time,may adopt a resolution or resolutions supplemental hereto,which resolution or resolutions thereafter shall become a part of this Resolution, for any one or more of all the following purposes: (1)to add to or delete from the covenants and agreements of the County in this Resolution, or to surrender any right or power reserved to the County herein, provided such additions or deletions shall not adversely affect, in any material respect, the interests of the Registered Owner of the Bond;and(2)to cure,correct or supplement any ambiguous or defective provision contained in this Resolution,provided such supplemental resolution shall not adversely affect, in any material respect, the interests of the Registered Owner of the Bond. Any such supplemental resolution may be adopted without the consent of the Registered Owner of the Bond at any time Outstanding,notwithstanding any of the provisions of subsection B of this Section 19. B. Amendments Requiring Registered Owner Consent. With the consent of the Registered Owner of the Bond at the time Outstanding, the Board may adopt a resolution or resolutions supplemental hereto for the purpose of adding any provisions to, or changing in any manner,or eliminating any of the provisions of this Resolution or of any supplemental resolution; provided, however, that no such supplemental resolution shall extend the fixed maturity of any -16- 4839-6944-6337.3 Bond, or reduce the rate of interest thereon, or extend the time of payments of interest from their due date, or reduce the amount of the principal thereof, or alter the prepayment provisions pertaining thereto, without the consent of the Registered Owner of the Bond so affected. It shall not be necessary for the consent of Registered Owner under this subsection B to approve the particular form of any proposed supplemental resolution,but it shall be sufficient if such consent shall approve the substance thereof. C. Effect of Supplemental Resolutions. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section 19, this Resolution shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations of the County under this Resolution and the Registered Owner of the Bond shall thereafter be determined, exercised and enforced thereunder, subject in all respects to such modification and amendments,and all terms and conditions of any such supplemental resolution shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. D. Notations; Replacement Bond. The Bond executed and delivered after the execution of any supplemental resolution adopted pursuant to the provisions of this Section 19 may have a notation as to any matter provided for in such supplemental resolution, and if such supplemental resolution shall so provide,a new Bond so modified as to conform in the opinion of the Board to any modification of this Resolution contained in any such supplemental resolution, may be prepared and delivered without cost to the Registered Owner of the Bond,upon surrender for cancellation of the Bond in equal aggregate principal amounts. Section 20: Sale and Delivery of the Bond and Taking of Other Actions Authorized The County has received the Purchase Offer. The County authorizes the Treasurer to work with the Purchaser to complete the sale of the Bond to the Purchaser upon the terms and conditions deemed most advantageous to the County consistent with this Resolution. The Chair, the Clerk, the Treasurer and Bond Counsel to the County, are hereby further authorized to do everything necessary for the prompt execution and delivery of the Bond to the Purchaser and for the proper application and use of the proceeds of the sale thereof including executing such certificates and receipts as may be necessary to properly document the issuance of the Bond. Section 21: Exemption from Continuing Disclosure Requirements The Purchaser has advised the County that it is exempt from the continuing disclosure requirements by virtue of Rule 15c2-12(d)(1)(i) of the Securities and Exchange Commission, as amended. So long as the Bond remains outstanding, the County will provide the Registered Owner: (A)within 30 days after the completion of the County's audit by the State Auditor,a copy of the audited financial statements of the County for that fiscal year,prepared(except as noted in the financial statements) in accordance with generally accepted accounting principles applicable to governmental units of the State such as the County, as such principles may be changed from time to time; and(B)the County's budget for each fiscal year within 30 days after its adoption or upon material revision. Section 22: Default Provisions -17- 4839-6944-6337.3 In the event of: (a) nonpayment of the principal of or interest on the Bond as specified herein, (b) interest on the Bond becomes subject to federal income taxation or (c) failure by the County to fulfill any other covenant,term or condition of the Bond,the Resolution,or any related document, the Purchaser may elect to increase the interest rate on the Bond from 1.06%to 1.34% per annum. Section 23: Contract and Severability of Provisions The covenants contained in this Resolution and in the Bond shall constitute a contract between the County and the Registered Owner of the Bond. Any action by the Registered Owner of the Bond shall bind all future Registered Owners of the Bond in respect of anything done or suffered by the County or the Registrar in pursuance thereof. All of the covenants,promises and agreements in this Resolution contained by or on behalf of the County, or by or on behalf of the Registrar,shall bind and inure to the benefit of their respective successors and assigns,whether so expressed or not. If any one or more of the covenants or agreements provided in this Resolution to be performed on the part of the County shall be declared by any court of competent jurisdiction on final appeal (if any appeal be taken) to be contrary to law,then such covenant or agreement shall be null and void and shall be deemed separable from the remaining covenants and agreements in this Resolution and shall in no way affect the validity of the other provisions of this Resolution or of the Bond. Section 24: No Personal Recourse No recourse shall be had for any claim based on this Resolution or the Bond against any Board member,officer or employee,past,present or future,of the County or of any successor body as such,either directly or through the County or any such successor body,under any constitutional provision, statute or rule of law or by the enforcement of any assessment or penalty or otherwise. Section 25: Ratification All actions not inconsistent with the provisions of this Resolution heretofore taken by the Board and the County's employees with respect to the adoption of this Resolution and the issuance, sale and delivery of the Bond is hereby in all respects ratified,approved and confirmed. Section 26: Repealer All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and shall have no further force or effect. -18- 4839-6944-6337.3 Section 27: Effective Date This Resolution shall be in full force and effect from and after its adoption. ADOPTED AND APPROVED by the Board of County Commissioners of Lewis County, Washington, at a regular meeting thereof, held on July 13, 2020. LEWIS I OU T- , WASHINGTON dm A Gary Sta per, Chai iisc,i/f4 r- - . "-i , I i - fr/ ill. y Jai son, Commissioner ATTEST: ‘--f--i-e-4--,K-k.-c;i-e--/4.--_______D Rieva Lester, Clerk of the Board of County Commissioners ( SEAL) •.SG'1 ? Si,,.qs • P O 2• if Ji v vhi. • Q $Qr5 ii:,v, 1 -19- 4839-6944-6337.3 * * * * * * * * * * * * * * * CERTIFICATE I, Rieva Lester, Clerk of the Board of County Commissioners of Lewis County, Washington,hereby certify as follows: 1. the foregoing resolution is a full, true and correct copy of a resolution duly passed and adopted at a regular meeting of the Board of County Commissioners of such County (the"Board"); 2. That such meeting was duly convened and held in all respects in accordance with the law; that a quorum was present throughout the meeting through telephonic, electronic, internet or other means of remote access, and a majority of the Board so present voted in the proper manner for the adoption of such resolution; 3. That in accordance with Proclamation 20-28 by the Governor of the state of Washington, dated March 24, 2020: (a) such meeting was not conducted in person, (b) one or more options provided for the public to attend the meeting remotely, including by telephone access, which mean(s) of access provided the ability for all persons attending the meeting remotely to hear each other at the same time and (c) adoption of such resolution is necessary and routine action of the Board; and 4. Such resolution was adopted by the following vote: AYES, and in favor thereof: 3 NAYS: ABSENT:/ ABSTAIN/ I further certify that I have carefully compared the same with the original resolution on file and of record in my office;that such resolution is a full,true and correct copy of the original resolution adopted at such meeting; and that such resolution has not been amended, modified or rescinded since the date of its adoption,and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the County on this 13th day of July,2020. ..... LEWIS COUNTY,WASHINGTON 3,S,6 PTiD OF ',yj4".• l •�; o. Rieva Lester,Clerk of the Board ° SIC �,;2 of County Commissioners •• 1%45 • ( SEAL) •::sib �.� • •••://vcTONS.- 4839-6944-6337.3 * * * * * * * * * * * * * * * CERTIFICATE I, Rieva Lester, Clerk of the Board of County Commissioners of Lewis County, Washington,hereby certify as follows: 1. the foregoing resolution is a full, true and correct copy of a resolution duly passed and adopted at a regular meeting of the Board of County Commissioners of such County (the"Board"); 2. That such meeting was duly convened and held in all respects in accordance with the law; that a quorum was present throughout the meeting through telephonic, electronic, internet or other means of remote access, and a majority of the Board so present voted in the proper manner for the adoption of such resolution; 3. That in accordance with Proclamation 20-28 by the Governor of the state of Washington, dated March 24, 2020: (a) such meeting was not conducted in person, (b) one or more options provided for the public to attend the meeting remotely, including by telephone access, which mean(s) of access provided the ability for all persons attending the meeting remotely to hear each other at the same time and (c) adoption of such resolution is necessary and routine action of the Board;and 4. Such resolution was adopted by the following vote: AYES, and in favor thereof: ,3 NAYS: ABSENT: ABSTAIN: I further certify that I have carefully compared the same with the original resolution on file and of record in my office; that such resolution is a full, true and correct copy of the original resolution adopted at such meeting; and that such resolution has not been amended, modified or rescinded since the date of its adoption,and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the County on this 13th day of July,2020. •••••••.• LEWIS COUNTY, WASHINGTON ••GO)NTO, was•• ••\`' ''RDOF'.9j•• o; s ' ' %91.4. Rieva Lester, Clerk of the Board 4.; 1 $45 •; of County Commissioners _� ��777• �•�c� r;�1}COM; G•• 4839-6944-6337.3 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 RECEIPT FOR PROCEEDS OF THE BOND I, Amy Davis, the duly elected Treasurer of Lewis County, Washington (the "County"), HEREBY CERTIFY AND ACKNOWLEDGE that on the date hereof the County issued a bond designated "Lewis County, Washington, Limited Tax General Obligation Refunding Bond, Series 2020"(the"Bond),which was authorized pursuant to Resolution No.20-236,adopted by the Board of County Commissioners of the County(the"Board")on July 13,2020(the"Resolution"). The Bond shall be dated the date hereof and have a final maturity date of December 1, 2024. The Bond shall be issued in fully registered form,be issued in the form of a single bond in the principal amount of$2,021,000, and be numbered in such manner and with any additional designation as the Registrar deems necessary for purposes of identification. Principal of and interest on the Bond is subject to payment and prepayment as set forth in the Resolution and the Purchase Offer of Columbia State Bank,dated June 25,2020. The Purchaser has retained$3,000 for its legal counsel fee and$1,500 as its Commitment Fee. The amount received by the County is as follows: Principal Amount of the Bond: $2,021,000.00 Less Funds retained by Purchaser for Commitment Fee and and Bank Counsel Services: (4,500.00) Less Wire to the Refunding Trustee as Cash Deposit: (1,979,410.00) Less Wire to the Refunding Trustee to Pay Costs of Issuance and Contingency: (37,090.00) TOTAL RECEIVED: $ 0.00 DATED as of July 30,2020. COUNTY, W• SHINGTON Amy Davis,Tress rer KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 Form 8038—G Information Return for Tax-Exempt Governmental Bonds ■Under Internal Revenue Code section 149(e) (Rev.September 2018) 11.-See separate instructions. OMB No. 1545-0720 Department of the Treasury Caution:If the issue price is under$100,000, use Form 8038-GC. Internal Revenue Service O."Go to www.irs.gov/F8038G for instructions and the latest information. Part I Reporting Authority If Amended Return,check here ► ❑ I Issuer's name 2 Issuer's employer identification number(EIN) Lewis County, Washington 91-6001351 3a Name of person(other than issuer)with whom IRS may communicate about return 3b Telephone number of other person shown on 3a Roy J.Koegen, Bond Counsel (509)343-4470 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 360 N.W. North St. 1 3 I 1 6 City,town,or post office,state,and ZIP code 7 Date of issue Chehalis, WA 98532-1900 _ 07/30/2020 8 Name of issue 9 CUSIP number Limited Tax General Obligation Refunding Bond, Series 2020 N/A 10a Name and title of officer or other employee of the issuer whom the IRS may call for more lob Telephone number of officer or other information(see instructions) employee shown on 10a Am Davis, Treasurer (360) 740-1110 Type of Issue(enter the issue price).See instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other.Describe• Design,Construction&Renovation of County Facilities 18 $2,021,000 00 19 If obligations are TANs or RANs,check only box 19a • ❑ If obligations are BANs,check only box 19b • ❑ 20 If obligations are in the form of a lease or installment sale,check box • ❑ Part III Description of Bonds. Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted (a)Final maturity date (b)Issue price price at maturity (e)Yield P Y average maturity 21 12/01/2024 $2,021,000.00 $2,021,000.00 2.472 years 1.0601 Part IV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest 22 $0 00 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 $2,021,000 00 24 Proceeds used for bond issuance costs(including underwriters'discount) 24 $41,590 00 25 Proceeds used for credit enhancement 25 $0 00 26 Proceeds allocated to reasonably required reserve or replacement fund 26 $0 00 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V 27 $ 1,979,410 00 28 Proceeds used to refund prior taxable bonds.Complete Part V 28 $0 00 29 Total(add lines 24 through 28) 29 $2,021,000 00 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 $0 00 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded ► 2.396 years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded • 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ► 08/07/2020 34 Enter the dates the refunded bonds were issued • (MM/DD/YYYY) 09/02/2009 For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-0(Rev 9-2018) 4835-9722-7715.1 Form 8038-G(Rev.9-2018) _ Page 2 Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 $0 00 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC)(see instructions) 36a $0 00 b Enter the final maturity date of the GIC • (MM/DD/YYYY) c Enter the name of the GIC provider • 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 $0 00 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box ►❑ and enter the following information: b Enter the date of the master pool obligation • (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool obligation • d Enter the name of the issuer of the master pool obligation • 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box • 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► El 41a If the issuer has identified a hedge,check here • El and enter the following information: b Name of hedge provider• c Type of hedge ► d Term of hedge • 42 If the issuer has superintegrated the hedge,check box • ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds on this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box • El 44 If the issuer has established written procedures to monitor the requirements of section 148,check box • El 45a If some portion of the proceeds was used to reimburse expenditures,check here• ❑and enter the amount of reimbursement • b Enter the date the official intent was adopted I. (MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge and belief,they are true,correct,and complete.I further declare that;consent to the IRS's disclosure of the issuer's return information,as necessary Signature to process this retu ,1to the person that I h horized above and Consent 07/30/2020 Amy Davis, Treasurer Signature of issuer's authori > representative Date Type or print name and title Print/Type preparers name Prep er s • ature "/� /�_ Date Check if self- PTIN Paid Adam R.Baird,Esq.. Y V'� 07/30/2020 employed 0 P01540175 • Preparer Use Only Firm's name • Kutak Rock LLP Firm's EIN• 47-0597598 Firm's address • 510 W.Riverside Ave., Ste.800, Spokane, WA 99201 Phone no.: (509)747-4040 Form 8038-G(Rev.9-2018) 4835-9722-7715.1 AFFIDAVIT OF MAILING STATE OF WASHINGTON ) )ss. County of Spokane ) The undersigned affiant, an employee of Kutak Rock LLP, being first duly sworn, on oath deposes and says: On August 5, 2020, I sealed the original of the attached Internal Revenue Service Form 8038-G,Information Return for Tax-Exempt Governmental Obligations, for Lewis County, Washington, Limited Tax General Obligation Refunding Bond, Series 2020, in an envelope with the requisite postage and caused it to be delivered to the post office for delivery by the United States Postal Service by certified mail with a return receipt requested. Such envelope was addressed as follows: Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 DATED at Spokane, Washington,on August 5,2020. Allatf4 Nicholas Dvorak SUBSCRIBED AND SWORN to before me on August 5, 2020. t4 ]cLCL �o Debbi J. aski ��oumm,�,,i� Notary • m and for the State of , oseBla��''�., Washington,residing at Liberty Lake '• �s S My Commission Expires: August 9, 2020• • NOT'4RY •• COM '80c A!/� fXP1RfS • • b 09,202p • 41 • • • . ,'•,y .'•• .• „ of I'VASH11$C';��`` KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 SIGNATURE AND NO LITIGATION CERTIFICATE GARY STAMPER,as Chair of the Board of County Commissioners,and RIEVA LESTER, as Clerk of the Board of County Commissioners, of Lewis County, Washington (the "County"), HEREBY CERTIFY that our manual signatures on the bond designated "Lewis County, Washington, Limited Tax General Obligation Refunding Bond, Series 2020" (the `Bond"), are our true and correct signatures. The Bond is authorized pursuant to Resolution No. 20-236, adopted by the Board of County Commissioners of the County(the"Board")on July 13,2020 (the"Resolution"). The Bond shall be dated the date hereof and have a final maturity date of December 1, 2024. The Bond shall be issued in fully registered form, be issued in the form of a single bond in the principal amount of$2,021,000, and be numbered in such manner and with any additional designation as the Registrar deems necessary for purposes of identification. Principal of and interest on the Bond is subject to payment and prepayment as set forth in the Resolution and the Purchase Offer of Columbia State Bank,dated June 25,2020. WE FURTHER CERTIFY that we are on the date of signing this Certificate, and were on the date of the Bond, the duly qualified and acting officers of the County as indicated herein and are duly authorized to execute the same. WE FURTHER CERTIFY that the Bond has been in all respects duly executed pursuant to our authority as such officers; that only the Bond described above has been issued pursuant to such authority; that the proceedings or records which have been certified to the Purchaser of the Bond, or to the attorneys approving the same, have not been repealed, amended or changed in any manner; that there has been no material change in the facts affecting the Bond or the use of the proceeds thereof; and that, to the best of our knowledge and belief, none of the County's officials have any personal interest in the Purchaser of the Bond or in the bonds being refunded by the Bond. KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 WE FURTHER CERTIFY that no litigation of any nature is now pending, or to our knowledge, threatened, restraining or enjoining the issuance and delivery of the Bond; questioning the proceedings and authority under which the same is made, including the validity of the Resolution, or affecting the validity of the Bond issued thereunder; or contesting the corporate existence or boundaries of the County or the title of the present officers to their respective offices. DATED as of July 30,2020. LEWIS COUNTY, WASHINGTON LEWIS COUNTY, WASHINGTON Gary Stamper Chair of the oard Rieva Lester, Clerk of the Board of County Commissioners of County Commissioners SIGNATURE GUARANTEE I hereby certify that the signatures on the above Certificate are the genuine signatures of the officials named herein. DATED as of July 30,2020. KUTAK ROCK LLP 13(D 1 — Roy J. Koegen, Bond Counse KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 TAX COMPLIANCE CERTIFICATE In connection with the issuance by Lewis County, Washington (the "County"), of its $2,021,000 aggregate principal amount of Limited Tax General Obligation Refunding Bond, Series 2020 (the"Bond"), and in furtherance of the covenants of the County contained in Section 18 of Resolution No. 20-236, adopted by the Board of County Commissioners of the County (the "Board"), on July 13, 2020 (the "Resolution"), and pursuant to Treasury Regulation Section 1.148-2(b)(2), the County makes and enters into the following Tax Compliance Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Internal Revenue Code of 1986 (the"Tax Certificate"). Accordingly,the County represents, certifies and covenants as follows: 1. DEFINITIONS. Capitalized terms have the meanings set forth herein or in Appendix I attached hereto or,where not so defined, in the Resolution. 2. REPRESENTATIONS. In connection with the issuance of the Bond,the County represents as follows: 2.1. Purpose. The County is issuing the Bond for the purpose of providing funds for: (i) paying, redeeming and refunding, on a current refunding basis, the Refunded Bonds (described below); and (ii) the payment of the costs incurred in connection with the issuance of the Bond. 2.2. Responsible Person. The undersigned is an officer of the County responsible for the issuance of the Bond, and has made due inquiry with respect to and is fully informed as to the matters set forth herein. 2.3. Statement as to Facts, Estimates and Circumstances. The facts and estimates set forth in this Tax Certificate on which the County's expectations as to the amount and use of the Gross Proceeds of the Bond are based, are made to the best knowledge and belief of the undersigned officer of the County and the County's expectations are reasonable. The County understands that, for the purposes of the Code, the statements of fact, estimates, representations and expectations contained herein constitute evidence of the County's expectations but do not establish any conclusions of law. 2.4. Reliance by Bond Counsel. Bond Counsel is permitted to rely, after due inquiry, on the contents of any certifications, documents or instructions provided pursuant to this Tax Certificate and will not be responsible or liable in any way for the accuracy of its contents or the failure of the County to deliver any required information. 2.5. Representations Concerning Refunding. The County represents as follows with respect to the refunding: 4817-2886-0099 (1) The "Refunded Bonds" consist of the County's Limited Tax General Obligation Refunding Bonds, Series 2009, which the County issued on September 2,2009, in an original aggregate principal amount of$4,925,00 for the purposes of: (A) current refunding the County's 1999 Refunded Bonds (described below); and(B)paying costs of issuance of the Refunded Bonds. (ii) The "1999 Refunded Bonds" consist of the County's Limited Tax General Obligation and Refunding Bonds, Series 1999, which the County issued on October 15, 1999, in an original aggregate principal amount of$13,795,000 for the purpose of: (A) financing capital improvements related to the County's Capital Facilities Plan (the "1999 Financed Property"); (B) advance refunding the County's 1992 Refunded Bonds (described below); and (C) paying costs of issuing the 1999 Refunded Bonds. (iii) The "1992 Refunded Bonds" consist of the County's Limited Tax General Obligation Bonds, Series 1992, which the County issued on or about December 1, 1992, in an original aggregate principal amount of$7,145,000 for the purpose of: (A) financing capital improvements related to the County's Department of Public Services project and jail renovation project (the "1992 Financed Property"); and(B)paying costs of issuing the 1992 Refunded Bonds. (iv) The 1992 Financed Property and the 1999 Financed Property are together referred to herein as the "Financed Property" and the County maintains complete records concerning the expenditure of proceeds of the all the bonds described above, and with respect to the Financed Property. (v) The County is not aware of any breach of any representation or covenant made in connection with the Refunded Bonds. In particular, the County represents that it is in compliance with all representations and covenants it made regarding the expenditure of Proceeds of the Refunded Bonds that were made in connection with the issuance thereof, including without limitation all such representations and covenants in any tax compliance certificates (or similar documents) and other documents relating to the Refunded Bonds designed to satisfy the tax requirements of the Code in order for interest on such obligations to be excludable from gross income for federal income tax purposes. 2.6. The Financed Property; No Replacement; Average Maturity. No portion of the amounts received from the sale of the Bond will be used as a substitute for other funds which were otherwise to be used as a source of financing for the Financed Property, and which will be used to acquire, directly or indirectly, Investment Property producing a yield in excess of the Bond Yield. The weighted average maturity of the Bond does not exceed 120 percent of the reasonably expected combined and remaining economic life of the Financed Property. 2.7. Refunded Bonds Not Hedge Bonds. On the date of issuance of the Refunded Bonds and each of the bonds refinanced by the Refunded Bonds, the County reasonably expected that at least 85% of the Net Sale Proceeds of such issues would be 2 4817-2886-0099 expended within three years of its date of issuance, and not more than 50% of the Proceeds of such issues would be invested in Nonpurpose Investments having substantially guaranteed yield for four years or more. 2.8. Security for the Bond. The Bond constitutes a limited tax general obligation of the County and is payable as such from the full faith, credit, and resources of the County. 2.9. Single Issue. The County does not expect to issue other obligations which will be: (i) sold at substantially the same time as the Bond(i.e., within 15 days of July 13, 2020, the date on which the County accepted the offer for the purchase the Bond); (ii) sold pursuant to the same plan of financing with the Bond; and (iii) reasonably expected to be paid from substantially the same source of funds as will be used to pay the Bond. 3. REASONABLE EXPECTATIONS OF THE COUNTY AS TO FACTS, ESTIMATES AND CIRCUMSTANCES CONCERNING USE AND INVESTMENT OF GROSS PROCEEDS. The County agrees and covenants that it shall not permit at any time times any of the Gross Proceeds of the Bond or other funds of the County to be used, directly or indirectly, to acquire any asset or obligation, the acquisition of which would cause the Bond to be an "arbitrage bond" for purposes of Section 148 of the Code. Accordingly, the County makes the following representations and statements of fact and expectation on the basis of which it is not expected that the Gross Proceeds of the Bond will be used in a manner that will cause the Bond to be arbitrage bonds. 3.1. Application of Sale Proceeds; No Overissuance. The amount received by the County from the sale of the Bond (the "Sale Proceeds") is $2,021,000.00, which amount consists of the aggregate principal amount of the Bond of$2,021,000.00. The Sale Proceeds and the investment earnings thereon do not exceed the amount reasonably necessary for the purposes set forth in Section 2.1. The County reasonably expects to need and fully expend the $2,021,000.00 available to the County in connection with the execution and delivery of the Bond as set forth below, notwithstanding any direct tracing or wire transactions: (i) Current Refunding of the Refunded Bonds. An amount of the Sale Proceeds equal to $1,979,410.00 will be used to accomplish the current refunding of the Refunded Bonds on August 7, 2020, which is within 90 days from the date hereof. (ii) Costs of Issuance. Sale Proceeds equal to $41,590.00 will be used for the payment of the costs of issuance incurred in connection with the issuance of the Bond. The final transaction numbers for the Bond as prepared by PFM Financial Advisors LLC, as municipal advisor to the County for the Bond (the "Municipal Advisor"), are attached as Schedule A to the Municipal Advisor's Certificate (Exhibit B hereto). The County has no reason to question the accuracy of the final transaction numbers prepared for the Bond. 3 4817-2886-0099 3.2. Limitations on Investment of Gross Proceeds; Establishment of Funds and Accounts. Any amounts constituting Gross Proceeds of the Bond may not be invested in Investments bearing a Yield in excess of the Bond Yield and are, to the extent required by the Code and Treasury Regulations, subject to the Rebate Requirement, except as provided in the paragraphs below or elsewhere in this Tax Certificate: (i) Gross Proceeds Relating to Minor Portion. A minor portion of the Gross Proceeds of the Bond (the "Minor Portion") may be invested without yield restriction in an amount not exceeding the lesser of(a) $100,000 or (b) five percent of the Sale Proceeds of the Bond,as further described in Section 148(e) of the Code. (ii) Gross Proceeds Relating to Debt Service Fund. The Resolution establish a Debt Service Fund, which will be used primarily to achieve a proper matching of revenues with principal and interest payments on the Bond within each Bond Year and will be depleted at least annually, except for a reasonable carryover amount not to exceed the greater of(a) the earnings on such fund for the immediately preceding Bond Year; or (b) one-twelfth of the principal and interest payments on the Bond for the immediately preceding Bond Year. (iii) Gross Proceeds Relating to the Refunded Bonds. Sale Proceeds of the Bond allocated to the Refunded Bonds are expected to redeem and refund the Refunded Bonds on August 7,2020,on a current refunding basis. (iv) Gross Proceeds Related to Payment of Costs of Issuance. Sale Proceeds of the Bond allocated to payment of costs of issuance are expected to be used for such purpose on the date hereof. (v) Rebate Fund. Any money of the County deposited in the Rebate Fund, if one is established, from time to time and not constituting Gross Proceeds of the Bond, together with any Investment earnings on such money, may be invested without regard to investment yield limitation, and any such earnings are not subject to the Rebate Requirement described herein. Investment Proceeds of the Bond deposited in the Rebate Fund may be invested without regard to investment yield limitation for a period of one year beginning on the date of receipt thereof and thereafter at a Yield not in excess of the Bond Yield. Investment of such Proceeds of the Bond in the Rebate Fund is subject to the Rebate Requirement described herein. No Sale Proceeds of the Bond will be deposited to the Rebate Fund. 3.3. No Other Funds or Accounts. Except for the establishment of the funds and accounts described above in this Section 3, neither the County nor a related party (as defined in Section 1.150-1(b) of the Treasury Regulations), nor any other substantial beneficiary of the Bond has created or established and none of the foregoing parties are expected to create or establish any other fund to pay debt service on the Bond, or a debt service reserve fund or any other similar fund or account with respect to the Bond, or a negative pledge or right of set-off in any funds, accounts or assets of the County. 4 4817-2886-0099 Further, there are no other funds that are reasonably expected to be used to pay debt service on the Bond and for which there is a reasonable assurance that amounts on deposit therein or the investment income earned thereon will be available to pay debt service on the Bond if the County encounters financial difficulties. The County shall not create or establish, and shall not allow to be created or established, any such fund, account, negative pledge or right of set-off unless the County obtains an opinion of Bond Counsel to the effect that the creation or establishment of such fund, account, negative pledge or right of set-off will not adversely affect the excludability of interest on the Bond from gross income for federal income tax purposes. 3.4. Abusive Arbitrage Devices. The County covenants to not enter into or engage in any abusive arbitrage device that has the effect of(a) enabling the County to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage and (b) overburdening the tax-exempt bond market as defined in Section 1.148-10 of the Treasury Regulations. 3.5. Issue Price of the Bond and Bond Yield. (i) Issue Price. The Issue Price of the Bond is $2,021,000.00 (consisting of the principal amount of the Bond), based on the representations of Columbia State Bank of Seattle, Washington (the "Purchaser"), in the Issue Price Certificate (attached as Exhibit A). The Issue Price of the Bond has been calculated as the price paid by the Purchaser for the Bond. The Purchaser has represented in its Issue Price Certificate that the Purchaser is not acting as an "underwriter"(as defined in such certificate) with respect to the Bond. (ii) Bond Yield. As used in this Tax Certificate, the term "Yield" refers to the discount rate which, when used in computing the present value of all payments of principal and interest to be paid on an obligation, produces an amount equal to the Issue Price. The calculations of Yield are to be made on the basis of semiannual compounding using a 360-day year and upon the assumption that payments are made on the last day of each semiannual interest payment period (unless a different reasonable standard financial convention is explicitly adopted in accordance with Section 1.148-4(a) of the Treasury Regulations). For purposes of computing Yield, the purchase price of any obligation is equal to the fair market value as of the date of a binding contract to acquire such obligation. The yield on the Bond as computed and verified by the Municipal Advisor is 1.0601%. Other computations concerning the weighted average maturity of the Bond, the remaining weighted average maturity of the Refunded Bonds, and the final transaction numbers are provided by the Municipal Advisor in the Municipal Advisor's Certificate. (iii) Hedging Transactions. The County does not currently expect to enter into any hedging transaction with respect to the Bond and covenants that it will contact Bond Counsel prior to entering into any hedging transaction that may relate to the Bond. 5 4817-2886-0099 3.6. Expectations Regarding Yield Limitations — Summary Chart. The following chart summarizes the County's expectations with respect to the investment of the Gross Proceeds of the Bond in relation to the applicable temporary period of unrestricted investment, restrictions imposed following an applicable temporary period, and whether amounts earned during such periods are excepted from the Rebate Requirement. Fund or Account Temporary Period of Restriction After Excepted From Unrestricted Investment Temporary Period Rebate Requirement (Y)/(N) Debt Service Fund 13 months Bond Yield plus Y 1/1000 of 1 percentage point Replacement Proceeds 30 days Bond Yield plus N 1/1000 of 1 percentage point Investment Earnings - 1 Year Bond Yield plus N Debt Service Fund 1/8 of 1 percentage point 4. REBATE REQUIREMENT, CALCULATIONS AND PAYMENT. The County covenants to comply with the "Rebate Requirement" of Section 148(f) of the Code as it applies to the Bond and the Refunded Bonds. The Treasury Regulations promulgated thereunder are described in Appendix II. Certain exceptions to the Rebate Requirement are available and are described in Appendix III. The County intends to apply any applicable exception to the Rebate Requirement based on actual facts. 5. ALLOCATION AND ACCOUNTING RULES. The County covenants to comply with this Tax Certificate which includes the allocation and accounting rules described in Appendix IV for purposes of allocating Gross Proceeds to the Bond, allocating Gross Proceeds to investments,and allocating Gross Proceeds to expenditures. 6. PROHIBITED INVESTMENTS AND DISPOSITIONS. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of the Bond are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the fair market value of the Nonpurpose Investment as of the purchase or sale date. The fair market value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from, a Nonpurpose Investment. The County covenants to comply with the procedures with respect to compliance with these requirements contained in Appendix V. 7. NO FEDERAL GUARANTEE. The County covenants that the Bond is not and will not become directly or indirectly federally guaranteed. Unless otherwise excepted under Section 149(b) of the Code, the Bond will be considered to be "federally guaranteed" if(i) the payment of principal or interest with respect to the Bond is guaranteed (in whole or in part) by 6 4817-2886-0099 the United States of America (or any agency or instrumentality thereof), (ii) 5% or more of the Proceeds of the Bond are (A) used in making loans the payment of principal or interest with respect to which is guaranteed (in whole or in part) by the United States of America (or any agency or instrumentality thereof) or (B) invested (directly or indirectly) in federally insured deposits or accounts, or (iii) the payment of principal or interest on the Bond is otherwise indirectly guaranteed (in whole or in part) by the United States of America (or any agency or instrumentality thereof). 8. REMEDIAL ACTION. The County shall monitor the expenditure of Bond proceeds and the use of the projects financed or refinanced with proceeds of the Bond in order to assure that the Bond does not become a private activity bond in violation of Section 11 hereof, and the County shall consult with Bond Counsel as necessary to determine whether, and to what extent, if as a result of any change in the use or purpose of the Financed Property any remedial action is required under Section 1.141-12 of the Treasury Regulations. The Treasury Regulations promulgated thereunder are described in Appendix VI. 9. POST-ISSUANCE COMPLIANCE PROCEDURES. The County has previously adopted post-issuance tax compliance procedures in connection with all of its tax- exempt bonds. The County agrees to comply with such procedures in connection with the Bond and any other tax-advantaged bonds, notes, leases, loans or similar types of obligations heretofore or hereafter issued, reissued or executed and delivered by it. If, after the issuance or execution and delivery of the Bond, the use of the projects financed or refinanced with the proceeds of the Bond changes or if another violation of these procedures occurs which requires correction, the County shall, in consultation with its counsel, undertake a closing agreement through the Voluntary Closing Agreement Program of the Internal Revenue Service or take one of the actions permitted by the Code and associated Treasury Regulations. 10. ADDITIONAL TAX COVENANTS. In order to ensure that interest on the Bond is and remains excludable from gross income for federal income tax purposes, the County represents and covenants to comply with, and make all filings required by, all effective rules, rulings or regulations promulgated by the Department of the Treasury or the Internal Revenue Service with respect to obligations described in Section 103 of the Code, such as the Bond. 11. RESTRICTIONS ON NONGOVERNMENTAL USE AND USE TO MAKE LOANS. In order to ensure that the Bond continues to qualify for treatment as tax-exempt bonds for purposes of federal income taxation, the County hereby covenants, represents and acknowledges, as applicable,as follows: 11.1. Nongovernmental Use. The County covenants that not more than 10%of the Proceeds of the Bond or the Financed Property will be used for a private business use. In addition, the County covenants that the payment of the principal of, or the interest on no more than 10% of the Proceeds of the Bond is directly or indirectly (a) secured by an interest in (i) property used or to be used for a private business use, (ii) or payments in respect of such property; or (b) to be derived from payments (whether or not to the County) in respect of property, or borrowed money, used or to be used for a private business use. 7 4817-2886-0099 11.2. Loan Limitations. The County further covenants that no portion of the Proceeds of the Bond will be used in such a manner that an amount exceeding the lesser of 5% or$5 million of the Proceeds of the Bond is to be used to make or finance loans to persons other than state or local governmental units. 12. MANAGEMENT OR SERVICE CONTRACTS. The County acknowledges that in determining whether all or any portion or function of the Financed Property is used, directly or indirectly, in the trade or business of an entity that is not a state or local government (a "non-Exempt Person"), use of any portion or function of the Financed Property by a non- Exempt Person pursuant to a lease, sublease, management contract, research contract, service contract or other arrangement must be examined. A lease, sublease, management contract, research contract, service contract or other arrangement between the County and a non-Exempt Person with respect to the Financed Property or any portion or function thereof will not result in private trade or business use of a non-Exempt Person if the guidelines set forth in the Treasury Regulations, Rev. Proc. 2017-13 (or subsequent or supplemental guidance, including in I.R.S. Notice 2014-67) or Rev. Procs. 97- 14 or 2007-47 (or subsequent guidance) are met or an approving opinion of Bond Counsel is delivered to the County. 13. INFORMATION REPORTING. The County has reviewed the Internal Revenue Service Form 8038-G to be filed in connection with the issuance of the Bond, and all of the information contained therein is,to the best of the County's knowledge,true and complete. 14. QUALIFIED TAX-EXEMPT OBLIGATION. The County hereby designates the Bond as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code and covenants that the aggregate face amount of all tax-exempt obligations issued or executed and delivered by the County, together with governmental entities which derive their issuing authority from the County or are subject to substantial control by the County, will not be more than $10,000,000 during calendar year 2020. The County recognizes that such tax-exempt obligations include notes,leases, loans and warrants,as well as bonds. 15. AMENDMENTS. This Tax Certificate sets forth the information, representations, and procedures necessary in order for Bond Counsel to render its opinion regarding the exclusion of interest on the Bond from gross income for purposes of federal income taxation and may be amended or supplemented from time to time to maintain such exclusion only with the approval of Bond Counsel. Notwithstanding any other provision herein, the covenants and obligations contained herein may be and will be deemed modified to the extent the County secures an opinion of Bond Counsel that any action required hereunder is no longer required or that some further action is required in order to maintain the exclusion of interest on the Bond from gross income for purposes of federal income taxation. 16. SUPPLEMENTATION OF THIS TAX CERTIFICATE. The County understands the need to supplement this Tax Certificate periodically to reflect further developments in the Federal income tax laws governing the exclusion from federal gross income of interest on the Bond and will, periodically, seek the advice of its Bond Counsel as to the propriety of seeking the review of and supplements to this Tax Certificate from Bond Counsel. 8 4817-2886-0099 Dated: July 30,2020. LEWIS COUNTY, WASHINGTON 0 0 Arny Davis,Trea`rer [Signature Page to Tax Compliance Certificate] 9 4817-2886-0099 APPENDIX I GENERAL DEFINITIONS "Bond Counsel" means Kutak Rock LLP or any other law firm appointed by the issuer, having a national reputation in the field of municipal finance whose opinions are generally accepted by purchasers of municipal bonds. "Bond Year" means each one year period that ends on the day selected by the issuer. The first and last Bond Years may be short periods. If no day is selected by the issuer before the date that is five years from the issue date, each Bond Year ends on the anniversary of the issue date and on the final maturity date. "Bond Yield" has the Yield of the Bond calculated in accordance with Section 1.148-4 of the Treasury Regulations. "Code"means the Internal Revenue Code of 1986,as amended. "Commingled Fund" means any fund or account containing both Gross Proceeds of an issue and amounts in excess of$25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively,without regard to the source of funds deposited in the fund or account. "Computation Date" means each date on which the rebate amount for an issue is computed. "Computation Date Credit" means, with respect to an issue of obligations, the "computation credit" treated as a Payment for Nonpurpose Investments allocable to such obligations as of the end of each Bond Year for such obligations and on the Final Computation Date for such obligations pursuant to Section 1.148-3(d)(I)(iv) of the Regulations. "Computation Period" means the period between Computation Dates. The first Computation Period begins on the date hereof and ends on the first Computation Date. Each succeeding Computation Period begins on the date immediately following the Computation Date and ends on the next Computation Date. "Discharged" means, with respect to a particular obligation, the date on which all amounts due with respect to such obligation are actually and unconditionally due, if cash is available at the place of payment, and no interest accrues with respect to such obligation after such date. "Final Computation Date"means the date the last obligation is Discharged. "Gross Proceeds"means any Proceeds and Replacement Proceeds of an issue. "Investment" means any Purpose Investment or Nonpurpose Investment, including any other tax-exempt obligation. 4817-2886-0099 "Investment Proceeds" means any amounts actually or constructively received from investing Proceeds of an issue. "Investment Property" means any security or obligation within the meaning of Section 148(b)(2) of the Code, any annuity contract, any interest in any residential rental property for family units which is not located within the jurisdiction of the issuer, any "specified private activity bond" within the meaning of Section 57(a)(5)(C) of the Code, and any other Investment-Type Property. "Investment-Type Property"means any property, other than property described in Section 148(b)(2)(A), (B), (C) or (E) of the Code that is held principally as a passive vehicle for the production of income. Except as otherwise provided, a prepayment for property or services is Investment-Type Property if a principal purpose for prepaying is to receive an Investment return from the time the prepayment is made until the time payment otherwise would be made. Generally,a prepayment is not Investment-Type Property if: (a)prepayments on substantially the same terms are made by a substantial percentage of persons who are similarly situated to the issuer but who are not beneficiaries of the tax-exempt financing; (b) the prepayment is made within 90 days of the reasonably expected date of delivery to the issue of all of the property or services for which the prepayment is made; or (c) the prepayment meets the requirements of Treasury Regulation Section 1.148-1(e)(2)(iii)(A) or(B) of the Treasury Regulations, relating to certain natural gas prepayments and electricity prepayments. "Issue Price" of obligations means the "issue price" defined in Section 1.148-1(f) of the Regulations. Except as otherwise defined in such section of the Regulations, the Issue Price of obligations issued for money is the first price at which ten percent of the obligations is sold to the public (as defined in Section 1.148-1(f)(3)(ii) of the Regulations). If an obligation is issued for money in a private placement to a single buyer that is not an underwriter (as defined in Section 1.148-1(f)(3)(iii) of the Regulations) or a related party (as defined in Section 1.150-1(b) of the Regulations) to an underwriter, the Issue Price of the obligations is the price paid by that buyer. The Issue Price is not reduced by any issuance costs (as defined in Section 1.150-1(b) of the Regulations). Under the so-called "hold the price rule," the issuer of the obligations may treat the initial offering price of the public as of the sale date of the obligations as the Issue Price of the obligations if the requirements of paragraphs (f)(2)(ii)(A) and (B) of Section 1.148-1(f) are met. For obligations issued for money in a competitive sale (as defined in Section 1.148-1(f)(3)(i) of the Regulations), the issuer of the obligations may treat the reasonably expected initial offering price to the public as of the sale date as the Issue Price of the obligations if the issuer obtains from the winning bidder a certification of the obligations' reasonably expected initial offering price to the public as of the sale date upon which the price in the winning bid is based. The Issue Price of the Bond is identified in Section 3.6 of this Tax Certificate. "Net Sale Proceeds" means Sale Proceeds, less the portion of those Sale Proceeds invested in a reasonably required reserve or replacement fund. "Nonpurpose Investments" means any security, obligation, annuity contract or Investment-Type Property as defined in Section 148(b) of the Code, including"specified private activity bonds" as defined in Section 57(a)(5)(C) of the Code, but excluding all other obligations Appendix 1-2 4817-2886-0099 the interest on which is excludible from federal gross income, which is not acquired to carry out the governmental purpose of an issue. "Payments"means, for purposes of computing the rebate amount: (a) amounts actually or constructively paid to acquire a Nonpurpose Investment (or treated as paid to a commingled fund); (b) for a Nonpurpose Investment that is first allocated to an issue on a date after it is actually acquired (e.g., an Investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the Rebate Requirement on a date after it is actually acquired (e.g., an Investment allocated to a reasonably required reserve or replacement fund for a construction issue at the end of the two-year spending period), the Value of that Investment on that date; (c)for a Nonpurpose Investment that was allocated to an issue at the end of the preceding computation period, the Value of that Investment at the beginning of the computation period; (d) on the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of an issue that are subject to the Rebate Requirement, and on the final maturity date, a Computation Date Credit; and (e) Yield Reduction Payments on Nonpurpose Investments made pursuant to Section 1.148-5(c) of the Regulations. For purposes of computing the Yield of an Investment (including the Value of the Investment), "Payment" means amounts to be actually or constructively paid to acquire the Investment, except that payments made by a conduit borrower are not treated as paid until the conduit borrower ceases to receive the benefit of earnings on those amounts. Payments on Investments other than Investments that are Purpose Investments as a part of a "governmental program" as that term is used in Section 1.148-1(b) of the Regulations, including guaranteed investment contracts, are adjusted for Qualified Administrative Costs of acquiring such Investments. "Pre-Issuance Accrued Interest"means amounts representing interest that has accrued on an obligation for a period of not greater than one year before its issue date but only if those amounts are paid within one year after the issue date. "Proceeds" means any Sale Proceeds, Investment Proceeds and Transferred Proceeds of an issue. "Purpose Investment"means an investment that is acquired to carry out the governmental purpose of an issue. "Qualified Administrative Costs" means reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage or selling commissions, but not legal and accounting fees, recordkeeping, custody and similar costs. General overhead costs and similar indirect costs of the issuer such as employee salaries and office expenses and costs associated with computing the rebate amount are not Qualified Administrative Costs. In general, administrative costs are not reasonable unless they are comparable to administrative costs that would be charged for the same Investment or a reasonably comparable Investment if acquired with a source of funds other than Gross Proceeds of tax-exempt obligations. "Rebate Fund" with respect to any particular obligations means any fund or account in which the County accounts for amounts to be used to pay any rebate owed under Section 148 of the Code with respect to such obligations. The Rebate Fund may be established and maintained in book-entry form. Appendix I-3 4817-2886-0099 "Rebate Requirement"with respect to particular obligations means the rebate requirement contained in Section 148 of the Code as applicable to such obligations and as further described in Section 4 of this Tax Certificate as well as Appendix II. "Replacement Proceeds" means amounts that have a sufficiently direct nexus to an issue to conclude that the amounts would have been used for that governmental purpose if the Proceeds of the issue were not used or to be used for that governmental purpose. For this purpose, governmental purposes include the expected use of amounts for the payment of debt service on a particular date. The mere availability or preliminary earmarking of amounts for a governmental purpose, however, does not in itself establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement Proceeds include, but are not limited to, amounts held in a sinking fund or a pledged fund. For these purposes, an amount is pledged to pay principal of or interest on an issue if there is reasonable assurance that the amount will be available for such purposes in the event that the issuer encounters financial difficulties. Replacement Proceeds also include working capital reserves that are directly or indirectly financed with Proceeds of the issue. Replacement Proceeds also include amounts held under an agreement to maintain the amount at a particular level for the direct or indirect benefit of the holders of the bonds or any guarantor of the bonds (known as a"negative pledge"), unless either (i) the issuer may grant rights in the amount that are superior to the rights of the bondholders or (ii) the amount is not in excess of the reasonable needs for which it is maintained, is tested not more frequently than once every six months and may be spent without any substantial restriction other than it be replenished before the next testing date. "Sale Proceeds" means any amounts actually or constructively received by the issuer from the sale of an issue, including amounts used to pay underwriters' discount or compensation and accrued interest other than Pre-Issuance Accrued Interest. The Sale Proceeds of the Bond are described in Section 3.1. "Transferred Proceeds" means Proceeds of a prior issue which become transferred proceeds (within the meaning of Section 1.148-9(b) of the Treasury Regulations) of a refunding issue and cease to be Proceeds of a prior issue when Proceeds of the refunding issue discharge any of the outstanding principal amount of the prior issue. The amount of Proceeds of the prior issue that become Transferred Proceeds of the refunding issue is an amount equal to the unspent Proceeds of the prior issue on the date of that discharge multiplied by a fraction: (a) the numerator of which is the principal amount of the prior issue discharged with Proceeds of the refunding issue on the date of that discharge; and (b)the denominator of which is the total outstanding principal amount of the prior issue on the date immediately before the date of that discharge. "Tax-exempt Bond" means any bond, note or other obligation the interest on which is excludable from gross income under Section 103 of the Code. In addition, in the context of investments of Gross Proceeds in Tax-exempt Bonds, such investments also include (i) an interest in a regulated investment company to the extent that at least 95 percent of the income to the holder thereof is interest excludable from gross income under Section 103 of the Code or(ii) a United States Treasury State and Local Government Series-Demand Deposit Certificate of Indebtedness. Appendix I-4 4817-2886-0099 "Treasury Regulations" means the Treasury Regulations promulgated pursuant to Sections 103 and 141 through 150 of the Code, as in effect and applicable to the issue, and to the extent applicable,any subsequent amendments to such regulations or any successor regulations. "Universal Cap" with respect to any particular obligations means the Value of all such outstanding obligations pursuant to Section 1.148-6(b)(2)of the Regulations. "Value" means Value as determined under Section 1.148-4(e) of the Regulations for an obligation and Value determined under Section 1.148-5(d) of the Regulations for an Investment. "Yield" means (a) with respect to obligations such as the obligations issued or executed and delivered as described in this tax document, the yield of such obligations computed in accordance with Section 1.148-4 of the Treasury Regulations, and (b) with respect to an Investment, the yield of such Investment computed in accordance with Section 1.148-5 of the Treasury Regulations. "Yield Reduction Payment" means a payment to the United States of America with respect to an Investment which is treated as a Payment for that Investment that reduces the Yield of that Investment in accordance with Section 1.148-5(c) of the Regulations. Yield Reduction Payments include rebate amounts paid to the United States of America. Appendix I-5 4817-2886-0099 APPENDIX II REBATE REQUIREMENT 1. Generally. Section 148(f) of the Code requires that certain earnings on Nonpurpose Investments allocable to the Gross Proceeds of an issue be paid to the United States to prevent the bonds of the issue from being arbitrage bonds. The arbitrage that must be rebated is based on the difference between the amount actually earned on Nonpurpose Investments and the amount that would have been earned if those investments had a yield equal to the yield on the issue. As of any date, the rebate amount for an issue is the excess of the future value, as of that date, of all receipts on Nonpurpose Investments over the future value, as of that date, of all payments on Nonpurpose Investments. The future value of a payment or receipt at the end of any period is determined using the economic accrual method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded over the period at a rate equal to the yield on the issue, using the same compounding interval and financial conventions used to compute that yield. 2. Computation Dates (Other than the Final Computation Date). For a fixed yield issue, an issuer may treat any date as a Computation Date provided such date is within five years of the issue date. For a variable yield issue, an issuer may treat the last day of any Bond Year that is not later than five years from the issue date as a Computation Date and may not change that treatment after the first rebate payment, if any, is due. After the first rebate payment, if any, is due, an issuer must consistently treat either the end of each Bond Year or the end of each fifth Bond Year as Computation Dates and may not change these Computation Dates after the first rebate payment, if any, is due. 3. Final Computation Date. The date that an issue is discharged is the Final Computation Date. For an issue retired within three years of its issue date, however, the Final Computation Date need not occur before the end of eight months after the issue date or during the period in which the issuer reasonably expects that any of the spending exceptions to the Rebate Requirement will apply to the issue. 4. Amount of Required Rebate. The arbitrage rebate is generally paid in installments. The first rebate installment payment must be made for a Computation Date that is not later than five years after the issue date of the bonds of an issue. Subsequent installment payments must be made for a Computation Date that is not later than five years after the previous Computation Date for which an installment payment was made. For installment payment Computation Dates other than the Final Computation Date, an issuer must rebate an amount that when added to the future value, as of that Computation Date, of previous rebate payments made for the issue, equals at least 90 percent of the rebate amount as of that date. For the Final Computation Date, a final rebate payment must be paid in an amount that, when added to the future value of previous rebate payments made for the issue, equals 100 percent of the rebate amount as of that date. 5. Time and Manner of Payment. Each rebate payment must be paid no later than 60 days after the Computation Date to which the payment relates. Any rebate payment paid 4817-2886-0099 within this 60-day period may be treated as paid on the Computation Date to which it relates. Each payment made by an issuer pursuant to this Appendix shall be filed with the Internal Revenue Service Center, Ogden, Utah 84201,and shall be accompanied by Form 8038-T. 6. Penalty in Lieu of Loss of Tax Exemption. The failure to pay the correct rebate amount when required will cause the bonds of the issue to be arbitrage bonds, unless the Commissioner determines that the failure was not caused by willful neglect and the issuer promptly pays a penalty to the United States. If no bond of the issue is a private activity bond (other than a qualified 501(c)(3) bond), the penalty equals 50 percent of the rebate amount not paid when required to be paid, plus interest on that amount. Otherwise, the penalty equals 100 percent of the rebate amount not paid when required to be paid, plus interest on that amount. Interest accrues at the underpayment rate under Section 6621 of the Code, beginning on the date the correct rebate amount is due and ending on the date 10 days before it is paid. The penalty is automatically waived if the rebate amount that the issuer failed to pay plus interest is paid within 180 days after discovery of the failure, unless the Commissioner determines that the failure was due to willful neglect, or the issue is under examination by the Commissioner at any time during the period beginning on the date the failure first occurred and ending on the date 90 days after the receipt of the rebate amount. Generally, extensions of this 180-day period and waivers of the penalty in other cases will be granted by the Commissioner only in unusual circumstances. 7. Recovery of Overpayment of Rebate. An issuer may recover an overpayment of a rebate amount for an issue of Tax-exempt Bonds by establishing to the satisfaction of the Commissioner that the overpayment occurred. An overpayment is the excess of the amount paid to the United States for an issue under Section 148 of the Code over the sum of the rebate amount for the issue as of the most recent Computation Date and all amounts that are otherwise required to be paid under Section 148 of the Code as of the date the recovery is requested. Notwithstanding the preceding sentence, an overpayment may be recovered only to the extent that a recovery on the date that it is first requested would not result in an additional rebate amount if that date were treated as a Computation Date. Furthermore, except for overpayments in certain limited circumstances, an overpayment of less than $5,000 may not be recovered before the Final Computation Date. 8. Recordkeeping Requirement. An issuer must retain records of the determination of its Rebate Requirement until six years after the retirement of the last obligation of the issue. 9. Exception for earnings on gross proceeds in certain "bona fide debt service funds". Earnings on Nonpurpose Investments of Gross Proceeds in a bona fide debt service fund are not taken into account in computing the arbitrage rebate liability for an issue if either(i) the gross earnings on such fund for the Bond Year is less than $100,000 or (ii) the issue is a long-term, fixed rate governmental bond issue (i.e., the issue has an average maturity of at least five years and each of the bonds that are part of such issue are neither private activity bonds nor have rates of interest that vary during the term of the issue). For purposes of clause (i), an issuer may treat an issue with average annual debt service not exceeding $2,500,000 as satisfying the $100,000 limitation and therefore not earning more than$100,000 in any Bond Year. Appendix 1I-2 4817-2886-0099 APPENDIX III SPENDING EXCEPTIONS TO REBATE 1. Generally. All, or certain discrete portions, of an issue are treated as meeting the Rebate Requirement if one or more of the spending exceptions set forth in this Appendix are satisfied. Use of the spending exceptions is not mandatory, except that where an issuer elects to apply the 1-1/2 percent penalty (as described below) the issuer must apply that penalty to the Construction Issue. An issuer may apply the Rebate Requirement to an issue that otherwise satisfies a spending exception. Special definitions relating to the spending exceptions are contained in Section 8 of this Appendix. Where several obligations that otherwise constitute a single issue are used to finance two or more separate governmental purposes, the issue constitutes a "multipurpose issue" and the bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as separate issues for purposes of the spending exceptions. In allocating an issue among its several separate governmental purposes, "common costs" are generally not treated as separate governmental purposes and must be allocated ratably among the discrete separate purposes unless some other allocation method more accurately reflects the extent to which any particular separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the certain common costs (e.g., a newly funded reserve for a parity issue that is partially new money and partially a refunding for savings on prior bonds). Separate purposes include refunding a separate prior issue, financing a separate Purpose Investment (e.g., a separate loan), financing a Construction Issue, and any clearly discrete governmental purpose reasonably expected to be financed by the issue. In addition, as a general rule, all integrated or functionally related capital projects qualifying for the same initial temporary period(e.g.,three years)are treated as having a single governmental purpose. Finally, separate purposes may be combined and treated as a single purpose if the proceeds are eligible for the same initial temporary period (e.g., advance refundings of several separate prior issues could be combined, or several non-integrated and functionally unrelated capital projects such as airport runway improvements and a water distribution system). The spending exceptions described in this Appendix are applied separately to each separate issue component of a multipurpose issue unless otherwise specifically noted. 2. Six-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if(i) the gross proceeds of the issue are allocated to expenditures for the governmental purposes of the issue within the six-month period beginning on the issue date (the "six-month spending period") and (ii) the Rebate Requirement is met for amounts not required to be spent within the six-month spending period (excluding earnings on a bona fide debt service fund). For purposes of the six-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the six-month spending period, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose 4817-2886-0099 Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In the case of an issue no bond of which is a private activity bond (other than a qualified 501(c)(3) bond) or a tax or revenue anticipation bond, the six-month spending period is extended for an additional six months for the portion of the proceeds of the issue which are not expended within the six-month spending period if such portion does not exceed the lesser of five percent of the Proceeds of the issue or $100,000. 3. 18-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if all of the following requirements are satisfied: (i) the gross proceeds are allocated to expenditures for a governmental purpose of the issue in accordance with the following schedule (the "18-month expenditure schedule") measured from the issue date: (A) at least 15 percent within six months,(B)at least 60 percent within 12 months and(C) 100 percent within 18 months; (ii) the Rebate Requirement is met for all amounts not required to be spent in accordance with the 18-month expenditure schedule (other than earnings on a bona fide debt service fund); and (iii) all of the gross proceeds of the issue qualify for the initial temporary period under Treasury Regulation Section 1.148-2(e)(2). For purposes of the 18-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fund, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the 18-month expenditure schedule, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In addition, for purposes of determining compliance with the first two spending periods, the investment proceeds included in gross proceeds are based on the issuer's reasonable expectations as of the issue date rather than the actual Investment Proceeds; for the third, final period, actual Investment Proceeds earned to date are used in place of the reasonably expected earnings. An issue does not fail to satisfy the spending requirement for the third spending period above as a result of a Reasonable Retainage if the Reasonable Retainage is allocated to expenditures within 30 months of the issue date. The 18-month exception does not apply to an issue any portion of which is treated as meeting the Rebate Requirement as a result of satisfying the two-year exception. 4. Two-Year Exception. A Construction Issue is treated as meeting the Rebate Requirement for Available Construction Proceeds under this exception if those proceeds are allocated to expenditures for governmental purposes of the issue in accordance with the following schedule (the "two-year expenditure schedule"), measured from the issue date: (1) at least 10 percent within six months; (2) at least 45 percent within one year; (3) at least 75 percent within 18 months; and, (4) 100 percent within two years. Appendix III-2 4817-2886-0099 An issue does not fail to satisfy the spending requirement for the fourth spending period above as a result of unspent amounts for Reasonable Retainage if those amounts are allocated to expenditures within three years of the issue date. 5. Expenditures for Governmental Purposes of the Issue. For purposes of the spending exceptions, expenditures for the governmental purposes of an issue include payments for interest, but not principal, on the issue, and for principal or interest on another issue of obligations. The preceding sentence does not apply for purposes of the 18-month and two-year exceptions if those payments cause the issue to be a refunding issue. 6. De Minimis Rule. Any failure to satisfy the final spending requirement of the 18-month exception or the two-year exception is disregarded if the issuer exercises due diligence to complete the project financed and the amount of the failure does not exceed the lesser of three percent of the issue price of the issue or$250,000. 7. Elections Applicable to the Two-Year Exception. An issuer may make one or more of the following elections with respect to the two-year spending exception: (i) Earnings on Reasonably Required Reserve or Replacement Fund. An issuer may elect on or before the issue date to exclude from Available Construction Proceeds the earnings on any reasonably required reserve or replacement fund. If the election is made, the Rebate Requirement applies to the excluded amounts from the issue date. (ii) Actual Facts. For the provisions relating to the two-year exception that apply based on the issuer's reasonable expectations, an issuer may elect on or before the issue date to apply all of those provisions based on actual facts. This election does not apply for purposes of determining whether an issue is a Construction Issue if the 1- 1/2 percent penalty in lieu of rebate election described in Section 7(iv) of this Appendix is made. (iii) Separate Issue. For purposes of the two-year exception, if any proceeds of an issue are to be used for Construction Expenditures, the issuer may elect on or before the issue date to treat the portion of the issue that is not a refunding issue as two, and only two, separate issues,if(i)one of the separate issues is a Construction Issue, (ii) the issuer reasonably expects, as of the issue date, that such Construction Issue will finance all of the Construction Expenditures to be financed by the issue and (iii) the issuer makes an election to apportion the issue in which it identifies the amount of the issue price of the issue allocable to the Construction Issue. (iv) Penalty in Lieu of Rebate. An issuer of a Construction Issue may irrevocably elect on or before the issue date to pay a penalty(the "1-1/2 percent penalty") to the United States in lieu of the obligation to pay the rebate amount on Available Construction Proceeds upon failure to satisfy the spending requirements of the two-year expenditure schedule. The 1-1/2 percent penalty is calculated separately for each spending period, including each semiannual period after the end of the fourth spending period, and is equal to 1.5 percent times the under expended proceeds as of the end of the Appendix III-3 4817-2886-0099 spending period. For each spending period, under expended proceeds equal the amount of Available Construction Proceeds required to be spent by the end of the spending period, less the amount actually allocated to expenditures for the governmental purposes of the issue by that date. The 1-1/2 percent penalty must be paid to the United States no later than 90 days after the end of the spending period to which it relates. The 1-1/2 percent penalty continues to apply at the end of each spending period and each semiannual period thereafter until the earliest of the following: (i) the termination of the penalty under Treasury Regulation Section 1.148-7(1), (ii) the expenditure of all of the Available Construction Proceeds or (iii) the last stated final maturity date of bonds that are part of the issue and any bonds that refund those bonds. If an issue meets the exception for Reasonable Retainage except that all retainage is not spent within three years of the issue date, the issuer must pay the 1-1/2 percent penalty to the United States for any Reasonable Retainage that was not so spent as of the close of the three-year period and each later spending period. 8. Special Definitions Relating to Spending Exceptions. (i) "Available Construction Proceeds" means, with respect to an issue, the amount equal to the sum of the issue price of the issue, earnings on such issue price, earnings on amounts in any reasonably required reserve or replacement fund not funded from the issue (subject to the election referred to in Section 7(i) of this Appendix) and earnings on all of the foregoing earnings, less the amount of such issue price in any reasonably required reserve or replacement fund and less the issuance costs financed by the issue. For purposes of this definition, earnings include earnings on any Tax-exempt Bond. Unless the issuer otherwise elects as described in Section 7(ii) of this Appendix, for the first three spending periods of the two-year expenditure schedule described in Treasury Regulation Section 1.148-7(e), Available Construction Proceeds include the amount of future earnings that the issuer reasonably expected as of the issue date. For the fourth spending period described in Treasury Regulation Section 1.148-7(e) and any subsequent date, as of which computations are made, Available Construction Proceeds include the actual earnings received to that date and earnings expected as of that date to be earned in the future. Earnings on any reasonably required reserve or replacement fund are Available Construction Proceeds only if the issuer did not elect to exclude such earnings pursuant to the election described in Section 7(i) of this Appendix and only to the extent that those earnings accrue before the earlier of (i) the date construction is substantially completed or (ii) the date that is two years after the issue date. For this purpose, construction may be treated as substantially completed when the issuer abandons construction or when at least 90 percent of the total costs of the construction that the issuer reasonably expects as of such date will be financed with proceeds of the issue have been allocated to expenditures. If only a portion of the construction is abandoned, the date of substantial completion is the date that the non-abandoned portion of the construction is substantially completed. (ii) "Construction Expenditures" means capital expenditures (as defined in Treasury Regulation Section 1.150-1) that are allocable to the cost of Real Property or Constructed Personal Property. Construction Expenditures do not include expenditures for acquisitions of interests in land or other existing Real Property. Appendix III-4 4817-2886-0099 (iii) "Construction Issue"means any issue that is not a refunding issue if(i) the issuer reasonably expects, as of the issue date, that at least 75 percent of the Available Construction Proceeds of the issue will be allocated to Construction Expenditures for property owned by a governmental unit or a 501(c)(3) organization and (ii) any private activity bonds that are part of the issue are qualified 501(c)(3) bonds or private activity bonds issued to finance property to be owned by a governmental unit or a 501(c)(3) organization. (iv) "Constructed Personal Property" means Tangible Personal Property or Specially Developed Computer Software if (i) a substantial portion of the property is completed more than six months after the earlier of the date construction or rehabilitation commenced and the date the issuer entered into an acquisition contract; (ii) based on the reasonable expectations of the issuer, if any, or representations of the person constructing the property, with the exercise of due diligence, completion of construction or rehabilitation (and delivery to the issuer) could not have occurred within that six-month period; and (iii) if the issuer itself builds or rehabilitates the property, not more than 75 percent of the capitalizable cost is attributable to property acquired by the issuer. (v) "Real Property" means land and improvements to land, such as buildings or other inherently permanent structures, including interests in real property. For example, Real Property includes wiring in a building, plumbing systems, central heating or air-conditioning systems, pipes or ducts, elevators, escalators installed in a building,paved parking areas, roads, wharves and docks,bridges,and sewage lines. (vi) "Reasonable Retainage" means an amount, not to exceed five percent of(i)Available Construction Proceeds as of the end of the two-year expenditure schedule (in the case of the two-year exception to the Rebate Requirement) or (ii) Net Sale Proceeds as of the end of the 18-month expenditure schedule (in the case of the 18-month exception to the Rebate Requirement), that is retained for reasonable business purposes relating to the property financed with the issue. For example, a Reasonable Retainage may include a retention to ensure or promote compliance with a construction contract in circumstances in which the retained amount is not yet payable, or in which the issuer reasonably determines that a dispute exists regarding completion or payment. (vii) "Specially Developed Computer Software" means any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided that the software is specially developed and is functionally related and subordinate to Real Property or other Constructed Personal Property. (viii) "Tangible Personal Property" means any tangible property other than Real Property, including interests in tangible personal property. For example, Tangible Personal Property includes machinery that is not a structural component of a building, subway cars, fire trucks, automobiles, office equipment, testing equipment, and furnishings. Appendix II1-5 4817-2886-0099 9. Special Rules Relating to Refundings. (i) Transferred Proceeds. In the event that a prior issue that might otherwise qualify for one of the spending exceptions is refunded, then for purposes of applying the spending exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent proceeds satisfy the requirements of one of the spending exceptions then they are not subject to rebate either as proceeds of the prior issue or of the refunding issue. Generally, the only spending exception applicable to refunding issues is the six-month exception. In applying the six-month exception to a refunding of a prior issue, only transferred proceeds of the refunding issue from a taxable prior issue and other amounts excluded from the definition of gross proceeds of the prior issue under the special definition of gross proceeds contained in Section 2 above are treated as gross proceeds of the refunding issue and so are subject to the six-month exception applicable to the refunding issue. (ii) Series of Refundings. In the event that an issuer undertakes a series of refundings for a principal purpose of exploiting the difference between taxable and tax- exempt interest rates, the six-month spending exception is measured for all issues in the series commencing on the date the first bond of the series is issued. 10. Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect to apply the spending exceptions separately to each loan from the date such loan is made or, if earlier, on the date one year after the date the pool bonds are issued. In the event this election is made, no spending exceptions are available and the normal Rebate Requirement applies to Gross Proceeds prior to the date on which the applicable spending periods begin. In the event this election is made, the issuer may also elect to make all elections applicable to the two-year spending exception, described in Section 7 above, separately for each loan; any such elections that must ordinarily be made prior to the issue date must then be made by the issuer before the earlier of the date the loan is made or one year after the issue date. Appendix III-6 4817-2886-0099 APPENDIX IV ALLOCATION AND ACCOUNTING RULES 1. General Rule. An issuer may use any reasonable, consistently applied accounting method to account for Gross Proceeds, investments and expenditures of an issue. An accounting method is "consistently applied" if it is applied uniformly within a Fiscal Period (as defined in Section 6 of this Appendix)and between Fiscal Periods to account for Gross Proceeds of an issue and any amounts that are in a Commingled Fund. 2. Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds only when those amounts (i) are allocated to an expenditure for a governmental purpose; (ii) are allocated to transferred proceeds of another issue of obligations; or (iii) cease to be allocated to that issue at retirement of the issue or under the Universal Cap. 3. Allocation of Gross Proceeds to Investments. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the fair market value of the Nonpurpose Investment as of the purchase or sale date. For purposes of the preceding sentence, the fair market value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from,a Nonpurpose Investment. 4. Allocation of Gross Proceeds to Expenditures. Reasonable accounting methods for allocating funds from different sources to expenditures for the same governmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first" method, a "first-in-first-out" method or a "ratable allocation" method, so long as the method used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure must involve a current outlay of cash for a governmental purpose of the issue. A current outlay of cash means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the expenditure is made. 5. Universal Cap. Amounts that would otherwise be Gross Proceeds allocable to an issue are allocated (and remain allocated) to the issue only to the extent that the Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to Gross Proceeds in a bona fide debt service fund for an issue are not taken into account in determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of that issue, an issuer should seek the advice of Tax Counsel for the procedures necessary to comply with the Universal Cap. 4817-2886-0099 6. Commingled Funds. All payments and receipts (including deemed payments and receipts) on investments held by a Commingled Fund must be allocated (but not necessarily distributed) among each different source of funds invested in the Commingled Fund in accordance with a consistently applied, reasonable ratable allocation method. Reasonable ratable allocation methods include, without limitation, methods that allocate payments and receipts in proportion to either (i) the average daily balances of the amounts in the Commingled Fund from each different source of funds during any consistent time period within its fiscal year,but at least quarterly (the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the amounts in the Commingled Fund from each different source of funds for a Fiscal Period that does not exceed one month. Investments in a Commingled Fund that serves as a common reserve fund, replacement fund or sinking fund (referred to herein as a"commingled reserve") for two or more issues, after making reasonable adjustments to account for proceeds allocated in accordance with paragraphs (b) and (e) of this Appendix, must be allocated ratably among those issues served by the commingled reserve in accordance with one of the following methods: (i) the relative Values of the bonds of those issues; (ii) the relative amounts of the remaining maximum annual debt service requirements on the outstanding principal amounts of those issues; or (iii) the relative original stated principal amounts of the outstanding issues. Allocations under this paragraph must be made at least once every three years and as of each date that an issue first becomes secured by the commingled reserve. Allocations must also be made on the retirement of any issue secured by the commingled reserve if that commingled reserve is allocated based on the method described in clause(iii)above. Funds invested in the Commingled Fund may be allocated directly to expenditures for governmental purposes pursuant to a reasonable, consistently applied accounting method. If a ratable allocation method is used to allocate expenditures from the Commingled Fund, the same ratable allocation method must be used to allocate payments and receipts on investments in the Commingled Fund. Generally a Commingled Fund must treat all its investments as if sold at fair market value either on the last day of the fiscal year or on the last day of each Fiscal Period. The net gains or losses from these deemed sales of investments must be allocated to each different source of funds invested in the Commingled Fund during the period since the last allocation. This market-to-market requirement does not apply if(i)the remaining weighted average maturity of all investments held by a Commingled Fund during a particular fiscal year does not exceed 18 months, and the investments held by the Commingled Fund during that fiscal year consist exclusively of obligations; or (ii)the Commingled Fund operates exclusively as a reserve fund, sinking fund or replacement fund for two or more issues of the same issuer. 7. Expenditure for Working Capital Purposes. Subject to certain exceptions, the Proceeds of an issue may only be allocated to "working capital expenditures" as of any date to the extent that those expenditures exceed "available amounts" as of that date (i.e., "proceeds- spent-last"). Appendix IV-2 4817-2886-0099 For purposes of this Section, the term "working capital expenditures" means all expenditures other than "capital expenditures." "Capital expenditures" are costs of a type properly chargeable (or chargeable upon proper election) to a capital account under general federal income tax principles. Such costs include, for example, costs incurred to acquire, construct, or improve land, buildings and equipment having a reasonably expected useful life in excess of one year. Thus, working capital expenditures include, among other things, expenditures for current operating expenses and debt service. For purposes of this Section,"available amount"means any amount that is available to an issuer for working capital expenditure purposes of the type financed by the issue. Available amount excludes Proceeds of the issue but includes cash, investments and other amounts held in accounts or otherwise by an issuer or a related party if those amounts may be used by the issuer for working capital expenditures of the type being financed by the issue without legislative or judicial action and without a legislative,judicial, or contractual requirement that those amounts be reimbursed. Notwithstanding the preceding sentence, a"reasonable working capital reserve" is treated as unavailable. A working capital reserve is reasonable if it does not exceed five percent of the actual working capital expenditures of an issuer in the fiscal year before the year in which the determination of available amounts is made. For purposes of the preceding sentence only, in determining the working capital expenditures of an issuer for a prior fiscal year, any expenditures (whether capital or working capital expenditures) that are paid out of current revenues may be treated as working capital expenditures. In addition, certain "qualified endowment funds"are treated as unavailable. The proceeds-spent-last requirement does not apply to expenditures to pay (i) any issuance costs of the issue or any Qualified Administrative Costs;. (ii) fees for qualified guarantees of the issue or payments for a qualified hedge for the issue; (iii) interest on the issue for a period commencing on the issue date and ending on the date that is the later of three years from the issue date or one year after the date on which the financed project is placed in service; (iv) amounts to the United States for yield reduction payments (including rebate payments) or penalties for the failure to meet the spend down requirements associated with certain spending exceptions to the Rebate Requirement; (v) costs, other than those described in (i) through (iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are directly related to capital expenditures financed by the issue (e.g., initial operating expenses for a new capital project); (vi) principal or interest on an issue paid from unexpected excess sale or investment proceeds; (vii) principal or interest on an issue paid from investment earnings on a reserve or replacement fund that are deposited in a bona fide debt service fund; and (viii) principal, interest, or redemption premium on a prior issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the foregoing, the exceptions described in this paragraph do not apply if the allocation merely substitutes Gross Proceeds for other amounts that would have been used to make those expenditures in a manner that gives rise to Replacement Proceeds. Appendix IV-3 4817-2886-0099 APPENDIX V VALUE OF INVESTMENTS The County shall maintain records adequate to determine the "fair market value" of the investments described below. "Fair Market Value" means the price at which a willing buyer would purchase an Investment from a willing seller in a bona fide, arm's-length transaction. Fair Market Value is generally determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (i.e., the trade date rather than the settlement date). Except as otherwise provided in this definition, an Investment that is not of a type traded on an established securities market (within the meaning of Section 1273 of the Code) is rebuttably presumed to be acquired or disposed of for a price that is not equal to its Fair Market Value. The Fair Market Value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price. The following guidelines apply for purposes of determining the Fair Market Value of the obligations described below: 1. Certificates of Deposit. The purchase of certificates of deposit with fixed interest rates, fixed payment schedules and substantial penalties for early withdrawal will be deemed to be an Investment purchased at its Fair Market Value on the purchase date if the Yield of the certificate of deposit is not less than: (i)the Yield of reasonably comparable direct obligations of the United States of America; and (ii) the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public. 2. Guaranteed Investment Contracts. The purchase price of a guaranteed investment contract is treated as its fair market value on the purchase date if: (i)the issuer makes a bona fide solicitation from at least three reasonably competitive providers (i.e., a provider that has an established industry reputation as a competitive provider of the type of investments being purchased) for a specified guaranteed investment contract and receives at least three bona fide bids from providers (one of which is from a reasonably competitive provider) that have no material financial interest in the issue (e.g., a lead underwriter, financial advisor or broker); (ii) the issuer purchases the highest-yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker's or other third party's fees); (iii) the yield on the guaranteed investment contract(determined net of broker's or other third party's fees) is not less than the yield then available from the provider on reasonably comparable guaranteed investment contracts, if any, offered to other persons from a source of funds other than gross proceeds of tax-exempt bonds; (iv) the determination of the terms of the guaranteed investment contract takes into account as a significant factor the issuer's reasonably expected drawdown schedule for the amounts to be invested, exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement funds; (v) the terms of the guaranteed investment contract, including collateral security requirements, are reasonable; (vi) the obligor on the guaranteed investment contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the guaranteed investment contract; and (vii) the broker's commission or fee is reasonable as determined under Section 1.148-5(e)(2)(iii)(B) of the Treasury Regulations. 4817-2886-0099 APPENDIX VI REMEDIAL ACTION RULE WRITTEN PROCEDURES UNDER SECTION 141 OF THE CODE AND SECTION 1.141-12 OF THE TREASURY REGULATIONS. The purpose of this Appendix is to set forth certain written procedures that may be required to be taken by Lewis County, Washington (the "County"), in connection with its $2,021,000 aggregate principal amount of Limited General Obligation Refunding Bond, Series 2020 (the "Bond"). Capitalized terms used herein without definition have the meanings ascribed to such terms in the Tax Certificate to which this Appendix is attached. The maintenance of the status of the Bond as a tax-exempt obligations of the County for purposes of federal tax law depends upon the County's compliance with the requirements set forth in the Internal Revenue Code of 1986,as amended, as described in the Tax Certificate. Written Procedures Regarding Remedial Action. If the County takes any Deliberate Action subsequent to the issuance of the Bond, then the County shall consult with nationally recognized Bond Counsel regarding permissible Remedial Actions that may be taken to remediate the effect of any such Deliberate Action upon the federal tax status of the Bond. 1. Conditions to Availability of Remedial Actions. Unless Bond Counsel advises the County otherwise, none of the Remedial Actions described in this Appendix will be available to the County to remediate the effect of any Deliberate Action with respect to the Bond unless the following conditions have been satisfied: (i) The County, as of the date the Bond was issued, did not expect to satisfy either the Private Business Tests or the Private Loan Financing Test of Section 141 of the Code and the Treasury Regulations thereunder for the entire term of the Bond; (ii) The average maturity of the Bond does not, as of the date the Bond was issued, exceed 120 percent of the average economic life of the project financed or refinanced by the Bond(the"Financed Project"); (iii) Unless otherwise excepted under the Treasury Regulations, the County shall deliver a certificate, instrument or other written records satisfactory to Bond Counsel demonstrating that the terms of the arrangement pursuant to which the Deliberate Action is taken is bona fide and arm's length, and that the nongovernmental person using the Financed Project as a result of the relevant Deliberate Action will pay fair market value for the use thereof; (iv) Any disposition must be made at fair market value and any Disposition Proceeds actually or constructively received by the County as a result of the Deliberate Action must be treated as Gross Proceeds of the Bond and may not be invested in 4817-2886-0099 obligations bearing a yield in excess of the Bond Yield subsequent to the date of the Deliberate Action; and (v) Proceeds of the Bond affected by the Remedial Action must have been allocated to Expenditures for the Financed Project before the date on which the Deliberate Action occurs. Remedial Actions may include the following types of actions and are subject generally to the below conditions. Please note that these procedures apply where the relevant obligations are all maturing or callable within ten and one-half years(10.5)of their date of issuance. 2. Types of Remedial Action. Subject to the condition precedent that the County obtain an opinion of Bond Counsel prior to the taking of any of the below actions to the effect that taking any of the below actions will not result in interest on the Bond becoming included in gross income for federal income tax purposes, the following types of Remedial Actions may be available to remediate a Deliberate Action subsequent to the issuance of the Bond: (i) Redemption or Defeasance of the Bond. A. If the Deliberate Action taken by the County causing either the Private Business Use Test or the Private Loan Financing Test to be satisfied consists of a fair market value disposition of any portion of the Financed Project exclusively for cash,then the County may allocate the Disposition Proceeds to the redemption of Nonqualified Bonds pro rata across all of the then-outstanding maturities of the Bond at the earliest call date of such maturity of the Bond after the taking of the Deliberate Action or, if any of the maturities of the Bond outstanding at the time of the taking of the Deliberate Action are not callable within 90 days of the date of the Deliberate Action, allocate the Disposition Proceeds to the establishment of a Defeasance Escrow for any such maturities of the Bond within 90 days of the taking of such Deliberate Action. B. If the Deliberate Action taken by the County consists of a fair market value disposition of any portion of the Financed Project for other than exclusively cash, then the County may use any funds (other than Proceeds of the bonds or proceeds of any obligation the interest on which is excludable from the gross income of the holders thereof for purposes of federal income taxation) for the redemption of all Nonqualified Bonds within 90 days of the date that the County takes such Deliberate Action or, in the event that insufficient maturities of the Bond is callable by the date which is within 90 days after the date of the Deliberate Action, then the County may use such funds for the establishment of a Defeasance Escrow within 90 days of the date of the Deliberate Action for all of the maturities of the Nonqualified Bonds not callable within 90 days of the date of the Deliberate Action. C. If the County creates a Defeasance Escrow for any maturities of Nonqualified Bonds which are not callable within 90 days of the date of the Deliberate Action, the County shall provide written notice to the Commissioner of Appendix VI-2 4817-2886-0099 Internal Revenue Service at the times and places as may be specified by applicable regulations, rulings or other guidance issued by the Department of the Treasury or the Internal Revenue Service. (ii) Alternative Use of Disposition Proceeds. Use by the County of any Disposition Proceeds in accordance with the following requirements may be treated as a Remedial Action with respect to the Bond if taken in conjunction with the opinion of Bond Counsel: A. the Deliberate Action consists of a disposition of all or any portion of the Financed Project for not less than the fair market value thereof for cash; B. the County reasonably expects to expend the Disposition Proceeds resulting from the Deliberate Action within two years of the date of the Deliberate Action; C. the Disposition Proceeds are treated by the County as Proceeds of the Bond for purposes of Section 141 of the Code and the Treasury Regulations thereunder, and the use of the Disposition Proceeds in the manner in which such Disposition Proceeds are in fact so used by the County would not cause the Disposition Proceeds to satisfy the Private Activity Bond Tests; D. the County does not take action after the date of the Deliberate Action to cause the Private Activity Bond Tests to be satisfied with respect to the Bonds, the Financed Project or the Disposition Proceeds (other than any such use that may be permitted in accordance with the Treasury Regulations); E. Disposition Proceeds used in a manner that satisfies the Private Activity Bond Tests or which are not expended within two years of the date of the Deliberate Action must be used to redeem or defease Nonqualified Bonds in accordance with the requirements set forth in Section(2)(i)hereof; and F. In the event that Disposition Proceeds are to be used by any organization described in Section 501(c)(3) of the Code, the County shall consult with Bond Counsel as to any additional requirements which may be applicable. (iii) Alternative Use of Financed Project Financed or Refinanced by the Bond. If the County has obtained the opinion of Bond Counsel and, subsequent to the County taking any Deliberate Action with respect to all or any portion of the Financed Project: A. the portion of the Financed Project subject to the Deliberate Action is used for a purpose that would be permitted for qualified tax-exempt bonds; B. the disposition of the portion of the Financed Project subject to the Deliberate Action is not financed by a person acquiring the Financed Project with proceeds of any obligation the interest on which is exempt from the gross income Appendix VI-3 4817-2886-0099 of the holders thereof under Section 103 of the Code for purposes of federal income taxation;and C. any Disposition Proceeds other than those arising from an agreement to provide services (including Disposition Proceeds arising from an installment sale) resulting from the Deliberate Action are used to pay the debt service on the Bond on the next available payment date or, within 90 days of receipt thereof, are deposited into an escrow that is restricted as to the investment thereof to the Bond Yield to pay debt service on the Bond on the next available payment date; then the County may be considered to have taken sufficient Remedial Actions under Section 1.141-12 of the Treasury Regulations to cause the Bond to continue to be treated as qualified tax-exempt bonds. 3. Absent an opinion of Bond Counsel, no Remedial Actions will be available to remediate the satisfaction of the"private security or payment test"of Section 141(b) of the Code and the Treasury Regulations thereunder regarding the same with respect to the Bond. 4. Nothing herein prohibits the County from taking any Remedial Actions not described herein that may become available subsequent to the date of issue of the Bond to remediate the effect of a Deliberate Action taken with respect to the Bond, the proceeds thereof, or the Financed Project. Additional Defined Terms For purposes of this Appendix,the following terms have the following meanings: "Commissioner" means the Commissioner of Internal Revenue, including any successor person or body. "Defeasance Escrow" means an irrevocable escrow established to redeem obligations on their earliest call date in an amount that, together with investment earnings thereon, is sufficient to pay all the principal of, and interest and call premium on, obligations from the date the escrow is established to the earliest call date. A Defeasance Escrow may not be invested in higher yielding investments or in any investment under which the obligor is a user of the Proceeds of the obligations. "Deliberate Action" means any action, occurrence or omission by the County that is within the control of the County which causes either (1) the private business use test of Section 141(b) of the Code to be satisfied with respect to the Bond, the Financed Project (without regard to the private security or payment test of Section 141(b) of the Code), or (2) the private loan financing test of Section 141(c) of the Code to be satisfied with respect to the Bond or the proceeds thereof. An action, occurrence or omission is not a Deliberate Action if(1) the action, occurrence or omission would be treated as an involuntary or compulsory conversion under Section 1033 of the Code, or(2) the action, occurrence or omission is in response to a regulatory directive made by the government of the United States. Appendix VI-4 4817-2886-0099 "Disposition Proceeds" means any amounts (including property, such as an agreement to provide services) derived from the sale, exchange or other disposition of property (other than Investments) financed with the proceeds of the Bond. "Nonqualified Bonds" means that portion of the Bond outstanding at the time of a Deliberate Action in an amount that, if the outstanding Bond was issued on the date on which the Deliberate Action occurs, the outstanding Bond would not satisfy the Private Business Use Test or the Private Loan Financing Test, as applicable. For this purpose, the amount of private business use is the greatest percentage of private business use in any one-year period commencing with the Deliberate Action. "Private Activity Bond Tests" means, collectively, the Private Business Use Test, the private security or payment test of Section 141(b)(2) of the Code and the Treasury Regulations thereunder, and the Private Loan Financing Test. "Private Business Use Test"has the meaning set forth in Section 141(b)(1) of the Code. "Private Loan Financing Test"has the meaning set forth in Section 141(c) of the Code. "Remedial Action" means any of the applicable actions described in Section 2 hereof, or such other actions as may be prescribed from time to time by the Department of the Treasury or the Internal Revenue Service, which generally have the effect of rectifying noncompliance by the County with certain provisions of Section 141 of the Code and the Treasury Regulations thereunder and are undertaken by the County to maintain the federal tax status of the Bond as a qualified tax-exempt bond. Appendix VI-5 4817-2886-0099 EXHIBIT A LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 ISSUE PRICE CERTIFICATE The undersigned, on behalf of Columbia Bank (the "Purchaser") hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the "Bond"). 1. Purchase of the Bond. The Purchaser is purchasing the Bond for the amount of $2,021,000.00. The Purchaser is not acting as an Underwriter with respect to the Bond. The Purchaser has no present intention to sell, reoffer,or otherwise dispose of the Bond (or any portion of the Bond or any interest in the Bond). The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Bond and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Bond to persons other than the Purchaser or a related party to the Purchaser. 2. Defined Terms. a. Issuer means Lewis County, Washington. b. Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party. The term"related party" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership,directly or indirectly. c. Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bond to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bond to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bond to the Public). [Signature page follows] KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Purchaser's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the County with respect to certain of the representations set forth in the Tax Compliance Certificate and with respect to compliance with the federal income tax rules affecting the Bond, and by Kutak Rock LLP in connection with rendering its opinion that the interest on the Bond is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the County from time to time relating to the Bond. Dated: July 30, 2020. COLUMBIA STATE BANK, as Purchaser Luke Pingel, Senior Vice President Commercial Banking Officer; Municipal and Non-Profit Finance [Signature Page to Issue Price Certificate] KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 EXHIBIT B LEWIS COUNTY, WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 MUNICIPAL ADVISOR CERTIFICATE July 30,2020 The undersigned, on behalf of PFM Financial Advisors, LLC, as municipal advisor (the "Municipal Advisor") of the above captioned obligation (the "Bond") issued by Lewis County, Washington(the"Issuer"), hereby certifies as set forth below. 1. As shown on the final transaction numbers attached hereto as Schedule A, the weighted average maturity of the Bond is 2.472 years. The weighted average maturity of the Bond is equal to the sum of the products of the issue price of maturity of the Bond and the number of years to maturity (using the same day count convention as for the calculation of yield below) for such maturity of the Bond, divided by the total issue price of the Bond (taking into account mandatory sinking fund redemptions). The remaining weighted average maturity of the Refunded Bond(as described in the Tax Certificate to which this Certificate is attached) is 2.396 years 2. As shown on the final transaction numbers attached hereto as Schedule A, the yield of the Bond is 1.0601 percent. Such yield was derived by determining the discount rate which, when used in computing the present value of all payments of principal and interest to be paid on the Bond produces an amount equal to the aggregate issue price of the Bond. The undersigned, on behalf of the Municipal Advisor, understands that this Certificate forms a part of the basis for the opinion, dated the date hereof, of Kutak Rock LLP, as bond counsel, to the effect that interest on the Bond is excludable from gross income for purposes of federal income taxation under existing laws, regulations, rulings and judicial decisions. Nothing herein represents the Municipal Advisor's interpretation of any laws, including, without limitation, any provisions of section 148 of the Internal Revenue Code of 1986, as amended, or the Treasury Regulations thereunder. The Municipal Advisor makes no representation as to the legal sufficiency of the representations of fact set forth herein, and the Municipal Advisor makes no representation as to any conclusions of law made by bond counsel. [Signature page follows] 1 4817-2886-0099 IN WITNESS WHEREOF, the undersigned, on behalf of the Municipal Advisor, has set his or her hand as of the date first written above. PFM FINANCIAL ADVISORS,LLC By: Name: Michael Berwanger Title: Managing Director [Signature page to Municipal Advisor's Certificate] SCHEDULE A FINAL TRANSACTION NUMBERS [SEE ATTACHED] 3 4817-2886-0099 TABLE OF CONTENTS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Report Page Sources and Uses of Funds 1 Summary of Refunding Results 2 Summary of Bonds Refunded 3 Bond Summary Statistics 4 Savings 5 Bond Pricing 7 Bond Debt Service 8 Escrow Cost 10 Escrow Requirements 11 Escrow Statistics 12 Escrow Sufficiency 13 Cost of Issuance 14 Form 8038 Statistics 15 Proof of Arbitrage Yield 17 Jul 14,2020 3:56 pm Prepared by PFM SOURCES AND USES OF FUNDS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Sources: Bond Proceeds: Par Amount 2,021,000.00 2,021,000.00 Uses: Refunding Escrow Deposits: Cash Deposit 1,979,410.00 Delivery Date Expenses: Cost of Issuance 41,590.00 2,021,000.00 Jul 14,2020 3:56 pm Prepared by PFM Page 1 SUMMARY OF REFUNDING RESULTS Lewis County, Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Dated Date 07/30/2020 Delivery Date 07/30/2020 Arbitrage yield 1.060127% Escrow yield 0.000000% Value of Negative Arbitrage Bond Par Amount 2,021,000.00 True Interest Cost 1.060127% Net Interest Cost 1.060000% Average Coupon 1.060000% Average Life 2.473 Par amount of refunded bonds 1,965,000.00 Average coupon of refunded bonds 4,000000% Average life of refunded bonds 2.412 PV of prior debt to 07/30/2020 @ 1.060127% 2,114,502.62 Net PV Savings 93,502.62 Percentage savings of refunded bonds 4.758403% Percentage savings of refunding bonds 4.626552% Percentage savings of refunding proceeds 4.626552% Jul 14,2020 3:56 pm Prepared by PFM Page 2 SUMMARY OF BONDS REFUNDED Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Maturity Interest Par Call Call Bond Date Rate Amount Date Price Limited Tax General Obligation Refunding Bonds,Series 2009,2009,2009ACT: 12/01/2020 4.000% 365,000.00 08/07/2020 100.000 12/01/2021 4.000% 375,000.00 08/07/2020 100.000 12/01/2022 4.000% 395,000.00 08/07/2020 100.000 12/01/2023 4.000% 405,000.00 08/07/2020 100.000 12/01/2024 4.000% 425,000.00 08/07/2020 100.000 1,965,000.00 Jul 14,2020 3:56 pm Prepared by PFM Page 3 BOND SUMMARY STATISTICS Lewis County,Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Dated Date 07/30/2020 Delivery Date 07/30/2020 Last Maturity 12/01/2024 Arbitrage Yield 1.060127% True Interest Cost(TIC) 1.060127% Net Interest Cost(NIC) 1.060000% All-In TIC 1.922542% Average Coupon 1.060000% Average Life(years) 2.473 Duration of Issue(years) 2.437 Par Amount 2,021,000.00 Bond Proceeds 2,021,000.00 Total Interest 52,969.09 Net Interest 52,969.09 Total Debt Service 2,073,969.09 Maximum Annual Debt Service 443,999.32 Average Annual Debt Service 478,301.65 Underwriter's Fees(per$1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Term Bond 2,021,000.00 100.000 1.060% 2.473 483.75 2,021,000.00 2.473 483.75 All-In Arbitrage TIC TIC Yield Par Value 2,021,000.00 2,021,000.00 2,021,000.00 +Accrued Interest +Premium(Discount) -Underwriter's Discount -Cost of Issuance Expense -41,590.00 -Other Amounts Target Value 2,021,000.00 1,979,410.00 2,021,000.00 Target Date 07/30/2020 07/30/2020 07/30/2020 Yield 1.060127% 1.922542% 1.060127% Jul 14,2020 3:56 pm Prepared by PFM Page 4 SAVINGS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Present Value Prior Refunding to 07/30/2020 Date Debt Service Debt Service Savings @ 1.0601266% 12/31/2020 404,300.00 310,771.37 93,528.63 93,196.84 12/31/2021 439,000.00 438,999.74 0.26 119.93 12/31/2022 444,000.00 443,999.32 0.68 91.82 12/31/2023 438,200.00 438,199.62 0.38 61.81 12/31/2024 442,000.00 441,999.04 0.96 32.22 2,167,500.00 2,073,969.09 93,530.91 93,502.62 Savings Summary PV of savings from cash flow 93,502.62 Net PV Savings 93,502.62 Jul 14,2020 3:56 pm Prepared by PFM Page 5 SAVINGS Lewis County,Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Present Value Prior Refunding Annual to 07/30/2020 Date Debt Service Debt Service Savings Savings @ 1.0601266% 12/31/2020 404,300.00 310,771.37 93,528.63 93,528.63 93,196.84 06/30/2021 32,000.00 9,102.37 22,897.63 22,696.10 12/31/2021 407,000.00 429,897.37 -22,897.37 0.26 -22,576.17 06/30/2022 24,500.00 6,872.16 17,627.84 17,288.92 12/31/2022 419,500.00 437,127.16 -17,627.16 0.68 -17,197.10 06/30/2023 16,600.00 4,591.81 12,008.19 11,653.45 12/31/2023 421,600.00 433,607.81 -12,007.81 0.38 -11,591.63 06/30/2024 8,500.00 2,318.02 6,181.98 5,936.25 12/31/2024 433,500.00 439,681.02 -6,181.02 0.96 -5,904.04 2,167,500.00 2,073,969.09 93,530.91 93,530.91 93,502.62 Savings Summary PV of savings from cash flow 93,502.62 Net PV Savings 93,502.62 Jul 14,2020 3:56 pm Prepared by PFM Page 6 BOND PRICING Lewis County,Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Maturity Bond Component Date Amount Rate Yield Price Term Bond: 12/01/2020 303,571 1.060% 1.060% 100.000 12/01/2021 420,795 1.060% 1.060% 100.000 12/01/2022 430,255 1.060% 1.060% 100.000 12/01/2023 429,016 1.060% 1.060% 100.000 12/01/2024 437,363 1.060% 1.060% 100.000 2,021,000 Dated Date 07/30/2020 Delivery Date 07/30/2020 First Coupon 12/01/2020 Par Amount 2,021,000.00 Original Issue Discount Production 2,021,000.00 100.000000% Underwriter's Discount Purchase Price 2,021,000.00 100.000000% Accrued Interest Net Proceeds 2,021,000.00 Jul 14,2020 3:56 pm Prepared by PFM Page 7 BOND DEBT SERVICE Lewis County,Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Period Ending Principal Coupon Interest Debt Service 12/31/2020 303,571 1.060% 7,200.37 310,771.37 12/31/2021 420,795 1.060% 18,204.74 438,999.74 12/31/2022 430,255 1.060% 13,744.32 443,999.32 12/31/2023 429,016 1.060% 9,183.62 438,199.62 12/31/2024 437,363 1.060% 4,636.04 441,999.04 2,021,000 52,969.09 2,073,969.09 Jul 14,2020 3:56 pm Prepared by PFM Page 8 BOND DEBT SERVICE Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/2020 303,571 1.060% 7,200.37 310,771.37 12/31/2020 310,771.37 06/01/2021 9,102.37 9,102.37 12/01/2021 420,795 1.060% 9,102.37 429,897.37 12/31/2021 438,999.74 06/01/2022 6,872.16 6,872.16 12/01/2022 430,255 1.060% 6,872.16 437,127.16 12/31/2022 443,999.32 06/01/2023 4,591.81 4,591.81 12/01/2023 429,016 1.060% 4,591.81 433,607.81 12/31/2023 438,199.62 06/01/2024 2,318.02 2,318.02 12/01/2024 437,363 1.060% 2,318.02 439,681.02 12/31/2024 441,999.04 2,021,000 52,969.09 2,073,969.09 2,073,969.09 Jul 14,2020 3:56 pm Prepared by PFM Page 9 ESCROW COST Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 07/30/2020 1,979,410.00 1,979,410.00 0 1,979,410.00 1,979,410.00 Jul 14,2020 3:56 pm Prepared by PFM Page 10 ESCROW REQUIREMENTS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Period Principal Ending Interest Redeemed Total 08/07/2020 14,410.00 1,965,000.00 1,979,410.00 14,410.00 1,965,000.00 1,979,410.00 Jul 14,2020 3:56 pm Prepared by PFM Page 11 ESCROW STATISTICS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Modified Yield to Yield to Perfect Value of Total Duration Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 1,979,410.00 1,979,003.09 406.91 1,979,410.00 1,979,003.09 0.00 406.91 Delivery date 07/30/2020 Arbitrage yield 1.060127% Jul 14,2020 3:56 pm Prepared by PFM Page 12 ESCROW SUFFICIENCY Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 07/30/2020 1,979,410.00 1,979,410.00 1,979,410.00 08/07/2020 1,979,410.00 -1,979,410.00 1,979,410.00 1,979,410.00 0.00 Jul 14,2020 3:56 pm Prepared by PFM Page 13 COST OF ISSUANCE Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Cost of Issuance $/1000 Amount Financial Advisor 9.89609 20,000.00 Bond Counsel 7.54577 15,250.00 Bank Commitment Fee 0.74221 1,500.00 Bank Legal Fee 1.48441 3,000.00 Escrow Agent 0.04948 100.00 Verification Agent 0.74221 1,500.00 Miscellaneous 0.11875 240.00 20.57892 41,590.00 Jul 14,2020 3:56 pm Prepared by PFM Page 14 FORM 8038 STATISTICS Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Dated Date 07/30/2020 Delivery Date 07/30/2020 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Term Bond: 12/01/2020 303,571.00 1.060% 100.000 303,571.00 303,571.00 12/01/2021 420,795.00 1.060% 100.000 420,795.00 420,795.00 12/01/2022 430,255.00 1.060% 100.000 430,255.00 430,255.00 12/01/2023 429,016.00 1.060% 100.000 429,016.00 429,016.00 12/01/2024 437,363.00 1.060% 100.000 437,363.00 437,363.00 2,021,000.00 2,021,000.00 2,021,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2024 1.060% 437,363.00 437,363.00 Entire Issue 2,021,000.00 2,021,000.00 2.4726 1.0601% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs(including underwriters'discount) 41,590.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to refund prior tax-exempt bonds 1,979,410.00 Proceeds used to refund prior taxable bonds 0.00 Remaining WAM of prior tax-exempt bonds(years) 2.3966 Remaining WAM of prior taxable bonds(years) 0.0000 Last call date of refunded tax-exempt bonds 08/07/2020 2011 Form 8038 Statistics Proceeds used to currently refund prior issues 1,979,410.00 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 2.3966 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Jul 14,2020 3:56 pm Prepared by PFM Page 15 FORM 8038 STATISTICS Lewis County,Washington LTGO Refunding Bond, Series 2020 Proposed Final Numbers Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Limited Tax General Obligation Refunding Bonds,Series 2009: 2009ACT 12/01/2020 365,000.00 4.000% 102.020 372,373.00 2009ACT 12/01/2021 375,000.00 4.000% 101.611 381,041.25 2009ACT 12/01/2022 395,000.00 4.000% 100.799 398,156.05 2009ACT 12/01/2023 405,000.00 4.000% 100.000 405,000.00 2009ACT 12/01/2024 425,000.00 4.000% 98.869 420,193.25 1,965,000.00 1,976,763.55 Remaining Last Weighted Call Issue Average Date Date Maturity Limited Tax General Obligation Refunding Bonds,Series 2009 08/07/2020 09/02/2009 2.3966 All Refunded Issues 08/07/2020 2.3966 Jul 14,2020 3:56 pm Prepared by PFM Page 16 PROOF OF ARBITRAGE YIELD Lewis County,Washington LTGO Refunding Bond,Series 2020 Proposed Final Numbers Present Value to 07/30/2020 Date Debt Service @ 1.0601265693% 12/01/2020 310,771.37 309,668.91 06/01/2021 9,102.37 9,022.26 12/01/2021 429,897.37 423,866.88 06/01/2022 6,872.16 6,740.03 12/01/2022 437,127.16 426,462.23 06/01/2023 4,591.81 4,456.16 12/01/2023 433,607.81 418,579.51 06/01/2024 2,318.02 2,225.88 12/01/2024 439,681.02 419,978.13 2,073,969.09 2,021,000.00 Proceeds Summary Delivery date 07/30/2020 Par Value 2,021,000.00 Target for yield calculation 2,021,000.00 Jul 14,2020 3:56 pm Prepared by PFM Page 17 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 REGISTRAR'S CERTIFICATE I, Amy Davis, hereby certify that I am the duly qualified and acting Treasurer of Lewis County, Washington (the "County") (herein sometimes referred to as the "Registrar"); and as such,I am authorized to execute and deliver this Certificate as Registrar. This Certificate is being delivered to the County in connection with the issuance,sale and delivery of its bond designated "Lewis County, Washington, Limited Tax General Obligation Bond, Series 2020" (the "Bond"), which was authorized pursuant to Resolution No. 20-236, adopted by the Board of County Commissioners of the County on July 13, 2020 (the "Resolution"). The County is authorized to borrow$2,021,000 in principal amount from Columbia State Bank(the"Purchaser"),and will evidence such borrowing by the issuance of the Bond. The Bond shall be dated the date hereof and have a final maturity date of December 1, 2024. The Bond shall be issued in fully registered form, be issued in the form of a single bond in the principal amount of$2,021,000, and be numbered in such manner and with any additional designation as the Registrar deems necessary for purposes of identification. Principal of and interest on the Bond is subject to payment and prepayment as set forth in the Resolution and the Purchase Offer of Columbia State Bank, dated June 25,2020. As Registrar, I have duly and properly authenticated and registered the Bond pursuant to the instructions given to me by the Purchaser. I acknowledge that, as Registrar, I am responsible for the authentication of the Bond and for the performance of my duties and obligations as specifically set forth herein and in the Resolution. I shall act in good faith, and no implied duties or obligations shall be incurred by me as Registrar other than those specified in the Resolution. DATED as of July 30,2020. LEWIS COUNTY TREASURER, as Re istrar Amy Davis,T asurer KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 July 30,2020 Carolyn Morrison, Vice President U.S. Bank National Association 1420 Fifth Avenue, Seventh Floor Seattle, Washington 98101 Re: Lewis County, Washington; Limited Tax General Obligation Refunding Bond, Series 2020; Principal Amount of$2,021,000; Dated July 30,2020 Dear Carolyn: You have been tendered $2,016,500.00 in immediately available federal funds pursuant to the Refunding Trust Agreement by and between U.S. Bank National Association, Seattle, Washington, as Refunding Trustee,and Lewis County, Washington,dated as of July 30,2020. You are hereby authorized to disburse the amounts set forth as follows: 1. $1,979,410.00 to be deposited as the cash deposit pursuant to the Refunding Trust Agreement; 2. 20,000.00 to PFM Financial Advisors LLC for municipal advisory services and expenses; 3. 15,250.00 to Kutak Rock LLP for bond counsel services and transcript preparation; 4. 100.00 to U.S. Bank National Association for Refunding Trustee services; 5. 1,500.00 to Causey Demgen& Moore P.C. for verification agent services; and 6. 240.00 to be held as a contingency. Total: $2,016.500.00 Very truly yours, LEWIS COUNTY, WASHINGTON • Arny Davis,TrA urer KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 l - �, r _ ,' pit , \ ;:,CiL APS. \ __ b •'52021000"• UNITED STATES OF AMERICA STATE OF WASHINGTON COUNTY OF LEWIS • LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 - This Bond has been designated as a"Qualified Tax Exempt Obligation." INTEREST RATE: MATURITY DATE: 1.06% December I,2024 -I LEWIS COUNTY,Washington(the"County"),a political subdivision duly organized and odsting4 and by virtue of the Constitution and the laws of the state of Washington(the"State"),acknowledges itself to owe and,for value rec d,promises to pay from its"Debt Service Fund"(the"Debt Service Fund"),referred to in Resolution No.20-236,adopted by the B of the County Commissioners(the"Board")on July 13,2020(the"Resolution"),to /r74, COLUMBIA STATE BANK . "'`! % N,, or registered assigns,on the Maturity Date set forth above,the principal sum of ,1?' �" % p TWO MILLION TWENTY-ONE THOUSAND AND 1, 00 DOL >RS /'"%ii '` Principal of and interest on this Bond is subject to payment and prepay as !;. 1e Resol'on,- e Purchase Offer of N�,7 Columbia State Bank,dated June 25,2020,and in accordance with the schedule ed as A. -�/�x"A"hereto, Interest shall be computed on the basis of a 360-day year consisting of"' ''4/,0day mo%;,,/,,,,,'. screst payments for this Bond shall be payable in semi-annual installments of all then accrued but unpaid interest y'y� and De . I of each year,commencing ' on December I,2020,with final payment on the Maturity Date set f;4.<,above,or t'' da . reps ent in full,whichever occurs first. Principal payments for this Bond shall be payable in annual inst.,"f 44. a I,cod°„;,'ing on December I,2020,up to and ' including the Maturity Date as set forth above or the date of p;-.ayme',>., `' %;,rf� .'er occ.-first. The final installment of principal , and interest shall be sufficient to fully pay the Bond. /d /A_ The principal of and interest on this Bond are,Qayabl r',1,wful mo of the United States of America to the Registered Owner M hereof,whose name and address shall appear on the,ation .■*".„.7 of the C.",,,,,1' the"Bond Register")maintained by the Treasurer (the"Registrar"). Interest shall be paid to the Rc ' ered O(Nner here.Ifiose m appears on the Bond Register at the close of business on the fifteenth day of the calendar month prec g the interest payment' shall be paid by check,wire or draft of the Registrar sent to the Registered Owner on the due date at the%.dress appearing on the ''''F. Register,or at such other address as may be furnished in writing by such Registered Owner to the Reg;r . Upon payment f 'final installment of principal and interest on this Bond.the . Registered Owner shall present and su t.-,.er thi il,,: d at the office o the Registrar for cancellation in accordance with law. // The County and the Re•; . may,deem '�.,;:tTa the ;--` stered Owner of this Bond as the absolute owner for the purpose of receiving payments of princip:j; 'nterest dii j on this'-:e.', or all other purposes;and neither the County nor the Registrar shall be affected by any notice to the,in i'O'�, , y The Bond is i';•,•,,..'the'4,>,,,. al amount .2,021,000 with a Maturity Date as set forth above. Capitalized terms used herein shall have the meant i"'° em in ,;,esolut', . The B %i limit general�� d n of the County and,as such,the full faith,credit and resources of the County have ' been pledged for the,"''r, ::' and full pay,'"nt within the appropriate constitutional and statutory limitations pertaining to nonvoted general oltr its. The I.-E is now or hereafter charged by law with the duty of levying taxes for the payment of the principal of and the interest the ff"ond shall, manner provided by law,make annual tax levies upon all of the taxable property within the County i suflici together with other ,, available money, to pay the maturing principal of the Bond and the interest accruing thereon, comply �s y ,N sthe cotrtutional and statutory tax limitations pertaining to nonvoted general obligations. The r and is iss'+ by the County pursuant to and in full compliance with the Constitution and laws of the State now in force, particularly chapters 36.67/9.36,39.46 and 39.53 RCW,and proceedings duly adopted and authorized by the Board,more particularly the Resolution tiff:.. ,.fr ide funds to refund the Refunded Bonds;and(2)pay the issuance costs of the Bond,including to manage the Escrow Account,: : more particularly described in the Resolution. After July 30,2022,the County has reserved the right to prepay the Bond in whole or in part in accordance with the terms of the Resolution.This Bond is transferable or exchangeable only as provided in the Resolution. Reference is hereby made to the Resolution for the covenants and declarations of the County and other terms and conditions under which this Bond has been issued. The covenants contained herein and in the Resolution,as they may apply to this Bond,may be discharged by making provision,at any time,for the payment of the principal of and interest on this Bond in the manner provided in the Resolution. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been manually signed by the Registrar. .,^,` —_— – Page I of4 _____ KUTAK ROCK LLP —^— • 1 ` I,. J. \ f1�,. 1 • -- , ?, ... I. IT IS HEREBY CERTIFIED,RECITED AND DECLARED that all acts,conditions and things essential to the validity of this Bond do exist,have happened,been done and been performed and that the County has complied with every requirement of the Constitution , and the laws of the State now in force and the ordinances and resolutions of the County,particularly the Resolution,affecting the issue hereof;and that the issuance of this Bond does not exceed any constitutional,statutory or other limitation upon the amount of bonded ' indebtedness that the County may incur. This Bond is issued pursuant to and in strict compliance with the Constitution and the laws of the •( State now in force,and the ordinances and resolutions of the County,specifically the Resolution,and that all acts,conditions and things . I required to be done precedent to and in the issuance of this Bond have happened,been done and been performed. I IN WITNESS WHEREOF,Lewis County, Washington,has caused this Bond to be executed by the manual signature of its Chair,attested by the manual signature of its Clerk,and impressed with its seal on July 30,2020. LEWIS COUNTY,WASHINGTON Chair of the Board of County Commissioners ATTEST: Clerk of the Board of County Commissioners (SEAL) * / Y! y yay .'9 ,i. yij� 1. i � '4 / . CERTIFICATE OF..Y ENTICA" 0 .!y, Date of Authentication: y/ "'';, //U This Bond is the Lewis County Limited Tax en' ibligatio funding/Bond, Series 2020, dated July 30, 2020, and described in the within-mentioned Resolution. ""%., ,% y/ i/yy L'. IS COUNTY TREASURER.,as Registrar . is f By - %%iu %i/o. �N/ i Authorized Signatory /y Page 2 of 4 .h"--n- KUTAK ROCK LIP a .i 1 R+ 1 • 4^.>' w� •• 1 i ,1 - "J.. BOND COUNSEL OPINION It is hereby certified that the following is a true and complete copy of the bond counsel opinion of Kutak Rock LLP,Spokane, Washington,on file in my office,which opinion is dated the date of delivery of and payment for the Bond described therein,an original of which was delivered to me on such date,and is a part of the permanent records of the County. LEWIS COUNTY,WASHINGTON • Clerk of the Board of County Commissioners The Honorable Chair and Members of the Board of County Commissioners Lewis County 351 NW North Street Chehalis,Washington 98532 Re: Lewis County,Washington;Limited Tax General Obligation Refunding Bond,Series 2020;Principal Amount of $2,021,000;Dated July 30,2020 Honorable Chair and Members of the Board of County Commissioners: " - We have acted as bond counsel in connection with the issuance by Lewis County,Washington(the"Co‘,..v ),of$2,021,000 aggregate principal amount of the above-captioned bond(the"Bond"). The Bond is authorized pursuant to Resolutio ',,..20-236 of the Board of County Commissioners of the County(the"Board"),adopted on July 13,2020(the"Reso;•,r,y' .jn acco'�� ce with the provisions of chapters 36.67,39.36,39.46 and 39.53 of the Revised Code of Washington,as : en. .;, Issued to provide funds to refund the Refunded Bonds;and pay the issuance costs of the Bond,all as spec y.>.�and m articularly in the Resolution. Any capitalized term used but not defined herein has the meaning given it in the••'.lutton. In such connection,we have examined the record of proceedings submitted to relative taifhe issuanc th Bond including the Resolution;the Refunding Trust Agreement;the Tax Compliance Certificate in tonne rith th'B€t d dated th to of this opinion letter(the"Tax Certificate");other certifications of the County;and such other d';tments ,+. rs deemednee ssary by us to render the opinions set forth herein. Although in doing so,we have not undertaken fy indepe'� ly the a .•y of the factual matters represented,warranted or certified therein;and we have assumed the genuineness ,e;, rc atus F; '' • The opinions expressed herein are based upon an analysis and interp i j existing ,/regulations,rulings and court decisions. Such opinions may be affected by actions taken or omitted or even • •• after a date hereof. We have neither undertaken to determine nor to inform any person whether any such r��.-,re taken omi nts do occur. Furthermore,we have assumed compliance with the agreements and covenants cont. - - 3 ; luti h, the nding Trust Agreement and the Tax Certificate including(without limitation)agreements and c. nants wiflh w ✓';;,!.. ce necessary to assure that future actions, omissions or events will not cause interest on the Bond to ded in g iFsitts incom ,-;federal income tax purposes retroactive to their i date of issuance. We call attention to the fact that +e rich/WIN obligauogk under the Bond, the Resolution, the Refunding Trust Agreement and the Tax Certificate may be subj j)ynkrup yyjnsolvencce;01�fsrganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or afTccti,/Creditors`rights;M applicomon of equitable principles;to the exercise of judicial discretion in appropriate cases;and to the limit eons contained in the t Vision and the laws of the state of Washington(the"State") regarding legal remedies against the County. Based on and subject to the fo going `in reliance thereo',,as of the date hereof,we are of the following opinions: ke 1. The County has1'autho the issu: of the Bond;and the Bond constitutes a legal,valid and binding limited tax 'faith,credit and resources of the County have been pledged for the punctual and general payment of the print pal of.�gremium,''f. interest on the Bond,within the appropriate constitutional and statutory limitations pertaining to nonJoted genctal uhtigations.`,The officers now or hereafter charged by law with the duty of levying taxes for the payment of the principal; d the intcre-t on the Bond are required by the Resolution to make annual tax levies upon all of the taxable property within the y, t; cicnt. together scith other legally available money,to pay the maturing principal of the Bond and the • interest accruing th, n,with : +;e consti j t alb i statutory tax limitations pertaining to nonvoted general obligations. • 2. °, t on Bond is ex.,•.ed from gross income for federal income tax purposes under Section 103 of the Internal Revenue C of 1986, .ed(the"C, a"). Interest on the Bond is not a tax preference item for purposes of calculating the federal individupreaipprate alt risative minimum tax. 3. The Reumding'f st Agreement has been duly authorized,executed and delivered by the County and assuming due authorization.execution and deli' by the Refunding Trustee,constitutes a legal,valid and binding agreement of the County enforceable - against the County in accordant ith its terms. 4. the Refunded Bonds have been defeased under the resolution under which they were issued and are no longer deemed to be Outstanding un er jsch resolution. We exprco opinion on whether any portion of the interest on the Bond is excluded from adjusted current earnings when calculating corporate alternative minimum taxable income. The County has designated the Bond as a"qualified tax-exempt obligation"within the meaning of Section 265(b)of the Code. We are members of the bar of the State. The foregoing opinion is limited to matters involving laws of the State and federal laws of the United States(subject to current interpretations,if any,of the Supreme Court of the United States and the United States Court of Appeals for the Ninth Circuit),and we do not express any opinion as to the laws of any other jurisdictions. This opinion letter is given as of the date hereof. We assume no obligation to update,revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. As bond I counsel,we are passing upon only those matters set forth in this opinion letter and not upon the accuracy or completeness of any statements made in connection with any sale of the Bond or upon any federal tax consequences arising from the receipt or accrual of interest on or the ownership of the Bond except those specifically addressed above. • We bring to your attention the fact that the foregoing opinions arc expressions of our professional judgment on the matters expressly addressed and do not constitute guarantees of result. Respectfully submitted, • KUTAK ROCK LLP I ' Page 3 of 4 1. KUTAK ROCK LLP The following abbreviations,when used in the inscription on the face of this Bond,shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM- as tenants in common UNIF TRFS MIN ACT—Under Uniform Transfer to Minors Act ' TEN ENT-as tenants by the entireties (Cust) (Minor) IT TEN- as joint tenants with right of survivorship and not as tenants in common (State) Additional abbreviations may also be used although not in the above list. 2 N 0 ..tw ,:r ) S S' ° p — gvl y Z 4 Cal LA pq 1 y ' IlLL.1 'CSI,., .. ,-.. _ ._ .`� / // ii(.4?ite i ASSIGNMENT FOR XALUE EIVED,the undersigned hereby sells,assigns and transfers unto Name of Transferee Address: Tax Identification No.: the within Bond and hereby irrevocably constitutes and appoints to transfer such Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Registered Owner NOTE:The signature on this Assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular,without alteration or enlargement or any change whatsoever. SIGNATURE GUARANTEED: Bank,Trust Company or Member Firm of the New York Stock Exchange Authorized Officer Page 4 of 4 • BOND DEBT SERVICE Lewis County,Washington LTGO Refunding Bond,Series 2020 Period Annual Ending Principal Coupon Interest Debt Service Debt Service 12/01/2020 303,571 1.060% 7,200.37 310,771.37 12/31/2020 310,771.37 06/01/2021 9,102.37 9,102.37 12/01/2021 420,795 1.060% 9,102.37 429,897.37 12/31/2021 438,999.74 06/01/2022 6,872.16 6,872.16 12/01/2022 430,255 1.060% 6,872.16 437,127.16 12/31/2022 443,999.32 06/01/2023 4,591.81 4,591.81 12/01/2023 429,016 1.060% 4,591.81 433,607.81 12/31/2023 438,199.62 06/01/2024 2,318.02 2,318.02 12/01/2024 437,363 1.060% 2,318.02 439,681.02 12/312024 441,999.04 2,021,000 52,969.09 2,073,969.09 2,073,969.09 Appendix A LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 TRANSCRIPT CERTIFICATE I, Rieva Lester, the duly appointed and acting Clerk of the Board of County Commissioners of Lewis County, Washington (the "County"), DO HEREBY CERTIFY that the within and attached documents of the County are in each case true and correct originals or copies of originals of such documents, and that none of the resolutions, proceedings, statements, affidavits or certificates contained herein have been repealed,rescinded or canceled. DATED as of July 30,2020. LEWIS COUNTY, WASHINGTON .•04;1:4,1.. ptYcie• �„0 'y • ter` • s CE 9Z Rieva Lester W; 845 a; LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 CERTIFICATE OF GENERAL OBLIGATION DEBT OUTSTANDING I, Arny Davis, the duly elected Treasurer of Lewis County, Washington (the "County"), HEREBY CERTIFY that the outstanding general obligation debt of the County, as of June 30, 2020, is as follows: (1) Nonvoted Debt: (a) The nonvoted debt of the County (including, but not limited to, nonvoted general obligation bonds, long-term leases and other contracts) is$897,160(as of December 31,2019). (b) Cash and investment balances in the County's General Fund total $11,079,628. (2) Voted Debt: (a) The voted debt of the County (excluding cash on hand, uncollected taxes and the above-captioned bonds)is$9,260,000. (b) Cash and investment balances in the County's Debt Service Fund total $16,926. I further certify that the County has not incurred additional nonvoted or voted debt in an amount in excess of$500,000 since June 30,2020. DATED as of July 30,2020. LEWIS COUNTY, WASHINGTON Arny Davis,T ��.urer KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suite 800 Lewis,Washington 99201 4848-6148-9858.3 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND, SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 REFUNDING TRUST AGREEMENT This REFUNDING TRUST AGREEMENT is made and entered into on July 30,2020,by and between Lewis County, Washington (the "County"), a municipal corporation created under the Constitution and laws of the state of Washington (the "State"), and U.S. Bank National Association (the "Refunding Trustee"), with respect to the redemption and defeasance of certain bonds, as provided for in Resolution No. 20-236 of the County, adopted on July 13, 2020 (the "Resolution"). Unless otherwise defined in this Refunding Trust Agreement,all capitalized terms shall have the meanings set forth in Section 1 of the Resolution. WITNESSETH WHEREAS, the Board of County Commissioners of Lewis County, Washington (the "Board"), authorized this Refunding Trust Agreement to be executed pursuant to Section 9 of the Resolution; WHEREAS, the County now has outstanding a portion of its"Lewis County Limited Tax General Obligation Refunding Bonds,Series 2009,"dated September 2,2009,(the"2009 Bonds") and authorized to be issued pursuant to Resolution No. 09-211,adopted by the Board on July 13, 2009, as supplemented by Resolution No. 09-243, adopted by the Board on August 3, 2009, and Resolution No.09-252, adopted by the Board on August 13, 2009 (collectively, the "Refunded Bond Resolution"); WHEREAS,the Refunded Bond Resolution provides that the 2009 Bonds maturing on or after December 1, 2020, are subject to redemption prior to their stated dates of maturity at the option of the County,on or after June 1,2019, in whole or in part(maturities to be selected by the County and randomly within a maturity in such manner as the Registrar shall determine) at any time,at the price of par plus accrued interest, if any, to the date of redemption; WHEREAS, after due consideration, the Board has determined that it will be financially advantageous to the County and that a savings to its taxpayers will be affected by the issuance and sale of limited tax general obligation bonds to redeem and retire $1,965,000 principal amount of the 2009 Bonds maturing on December 1 in the years 2020 through 2024,inclusive(the"Refunded Bonds"); and WHEREAS,pursuant to the Resolution,the Board determined to defease,pay,redeem and retire the Refunded Bonds by the sale,issuance and delivery of$2,021,000 principal amount of its Limited Tax General Obligation Refunding Bond, Series 2020 (the"Bond"); NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained,the parties hereto covenant, agree and bind themselves as follows: Page 1 4840-1098-5410.2 Section 1. Acceptance of Refunding Trustee Duties. U.S. Bank National Association, of Seattle, Washington, hereby accepts its appointment by the County as the Refunding Trustee with respect to the Refunded Bonds. Section 2. County Representations. The County represents to the Refunding Trustee that: (a)the County is a third class county duly organized and existing under and by virtue of the Constitution and laws of the State; and (b)the County is authorized to enter into this Refunding Trust Agreement. Section 3. Refunding Trustee Representations. The Refunding Trustee represents to the County that: (a)the Refunding Trustee is a trust company or state or national bank having the powers of a trust company within or without the State;and(b)the Refunding Trustee is authorized to enter into this Refunding Trust Agreement. Section 4. The Escrow Account. The Refunding Trustee hereby agrees to establish, hold, invest and otherwise administer the Escrow Account in the manner provided by Section 10 of the Resolution. Section 5. Receipt of Certain Money. Execution of this Refunding Trust Agreement by the Refunding Trustee shall constitute written acknowledgment by the Refunding Trustee of its receipt from the County of$2,021,000, $1,979,410 of which will be held as cash and the balance of$41,590, of which will be used to pay costs of issuance of the Bond. The Refunding Trustee may establish separate subaccounts within the Escrow Account for the purposes of paying costs of issuance of the Bond. Section 6. Sufficiency of Cash. Based on the escrow verification report of Causey Demgen & Moore P.C., the County represents that the cash of$1,979,410, will be sufficient to make the payments described in Section 7 hereof. Section 7. Payments on the Refunded Bonds. The Refunding Trustee will transfer money from the Escrow Account to the Washington State Fiscal Agent in the amounts,and at the times, necessary to enable the Washington State Fiscal Agent to make the payments described in the following schedules: (A) Description of the Refunded Bonds. The County is desirous of defeasing, paying, redeeming and retiring the Refunded Bonds. The Refunded Bonds bear interest and are callable in accordance with the following schedule: Payment Date Principal Interest Total August 7,2020' $1,965,000.00 $14,410.00 $1,979,410.00 *Redemption Date. (B) Payments on the Refunded Bonds. The County shall irrevocably deposit cash in a sufficient amount to pay the interest on the Refunded Bonds up to and including August 7, 2020, and to redeem and retire the Refunded Bonds on such date at the price of 100 percent of the principal amount thereof. Page 2 4840-1098-5410.2 (C) Notice of Redemption. The Refunding Trustee is hereby directed to give notice of the call and redemption of the Refunded Bonds in substantially the form set forth in Attachment II to the Refunding Trust Agreement and in the manner required by Refunded Bond Resolution. Section 8. Safekeeping of Money and Investments. All money deposited with or received by the Refunding Trustee pursuant to this Refunding Trust Agreement shall be subject to the trust created by this Refunding Trust Agreement,and the Refunding Trustee shall be liable for the safekeeping thereof. Section 9. Transfer of Surplus Money Prior to Full Redemption. The Refunding Trustee will transfer to the County any money remaining on deposit in the Escrow Account prior to the payment in full of the Refunded Bonds if the County furnishes to the Refunding Trustee: (a)a supplemental verification addressed to the County and the Refunding Trustee of an independent firm of certified public accountants or arbitrage consultants, which shall be satisfactory to nationally recognized bond counsel, that the money on deposit after such transfer will be sufficient to effect the refunding of the Refunded Bonds; and (b) an opinion addressed to the County and to the Refunding Trustee from nationally recognized bond counsel that such transfer will not cause the interest on the Refunded Bonds or the Bond to become includable in gross income for federal income tax purposes. Section 10. Transfer of Surplus Money After Full Redemption. The Refunding Trustee will transfer to the County any money remaining on deposit in the Escrow Account after the payment,redemption and retirement in full of all of the Refunded Bonds. Section 11. Notices of Defeasance and Redemption. The Refunding Trustee will cause notice of the defeasance of the Refunded Bonds to be given, substantially in the form set forth in Attachment I hereto, not later than 10 days after the Bond is delivered to the Purchaser by the County. The notice of defeasance shall be given to the Municipal Securities Rulemaking Board at its Electronic Municipal Market Access system.The Refunding Trustee will direct the Washington State Fiscal Agent to give notice,or cause notice to be given, at the expense of the County, of the redemption of the Refunded Bonds in the form and manner required by the Refunded Bond Resolution. Such notices of redemption shall be substantially in the form set forth in Attachment II hereto, and shall be given not less than 30 or more than 60 days prior to the redemption date. Section 12. Limitation of Refunding Trustee's Duties. The duties and obligations of the Refunding Trustee shall be prescribed by the provisions of this Refunding Trust Agreement and Sections 8 through 10 of the Resolution, and the Refunding Trustee shall not be liable except for the performance of its duties and obligations as specifically set forth herein or therein and the duty to act in good faith in the performance thereof and no implied duties or obligations shall be incurred by such Refunding Trustee other than those specified herein and therein.Nothing contained herein shall require the Refunding Trustee to advance its own money or otherwise to incur any financial liability to carry out its obligations hereunder. The Refunding Trustee shall not be responsible or liable for: (a)of the cash deposit; (b)the performance or compliance by any party other than the Refunding Trustee with the terms or conditions of any such instruments;or(c)any loss which may occur by reason of forgeries, false representations or the exercise of the Refunding Trustee's Page 3 4840-1098-5410.2 discretion in any particular manner, unless such exercise is negligent or constitutes willful misconduct. Section 13. Interpleader. If any controversy arises between the County and any third person,the Refunding Trustee shall not be required to determine the same or to take any action in the premises, but it may institute, in its discretion, an interpleader or other proceedings in connection therewith as it may deem proper,and in following either course, it shall not be liable. Section 14. Reporting Requirements. For as long as any of the Refunded Bonds are outstanding,the Refunding Trustee shall render a statement on August 31, 2020,to the Treasurer setting forth: (a) the amount paid to the Washington State Fiscal Agent pursuant to Section 7 of this Refunding Trust Agreement and the date of such payment, for payments on the Refunded Bonds; and (b)any other transactions of the Refunding Trustee pertaining to its duties and obligations as set forth herein. Section 15. Compensation of the Refunding Trustee. The Refunding Trustee hereby acknowledges receipt of payment from the County for services rendered and to be rendered by it pursuant to the provisions of this Refunding Trust Agreement in payment of all fees,compensation and expenses of the Refunding Trustee. The Refunding Trustee hereby agrees that such compensation has been made to the satisfaction of the Refunding Trustee. Such amount does not take into consideration any extraordinary fees and expenses of the Refunding Trustee. The Refunding Trustee represents that it has incurred no extraordinary fees and expenses pertaining to this Refunding Trust Agreement. The Refunding Trustee shall comply with the requirements of the following paragraph before incurring any extraordinary fees and costs to be billed to the County. The Refunding Trustee acknowledges that it is not entitled to a lien on any obligations or money of the County held by it pursuant to this Refunding Trust Agreement or any other agreement. The Refunding Trustee shall provide the County with a good faith estimate of its fees and costs if and when it is requested by the County to: (a)render any service that is not provided for in this Refunding Trust Agreement; (b)amend this Refunding Trust Agreement; or(c)substitute securities under this Refunding Trust Agreement. The County will pay the Refunding Trustee reasonable compensation for such unanticipated services, provided the County is first provided with such estimate and approves thereof in writing. Section 16. Amendments to this Refunding Trust Agreement. The Refunding Trustee and the County recognize that the owners of the Refunded Bonds have a beneficial interest in the money to be held in trust by the Refunding Trustee pursuant to this Refunding Trust Agreement. Therefore,this Refunding Trust Agreement shall be subject to amendment only in writing executed by the County and the Refunding Trustee for the purposes of: (a)clarifying an ambiguity in the duties and obligations set forth hereunder; or (b)altering the reporting or other ministerial obligations of the Refunding Trustee to the County. The parties will not amend this Refunding Trust Agreement in such a manner as to permit the Refunding Trustee to invest in or deposit in the Escrow Account any obligations other than noncallable, nonprepayable obligations of, or obligations unconditionally guaranteed by,the United States of America. Each amendment to this Refunding Trust Agreement shall be accompanied by an opinion addressed to the County and to the Refunding Trustee from nationally recognized bond counsel that such amendment will not Page 4 4840-1098-5410.2 cause the interest on the Refunded Bonds or the Bond to become includable in gross income for federal income tax purposes. Section 17. Notification of Deficiency. The Refunding Trustee will give the County prompt notice if the Refunding Trustee shall determine there are or will be insufficient money to make the payments specified in Section 7 of this Refunding Trust Agreement,and the County shall promptly deposit with the Refunding Trustee additional sums of money required to correct such deficiencies. This Section 17 is not intended to create an obligation on the part of the Refunding Trustee to calculate or in any way verify the sufficiency of money held by the Refunding Trustee pursuant to this Refunding Trust Agreement to pay the debt service on the Refunded Bonds. Section 18. Successor Refunding Trustee. The Refunding Trustee shall,upon receiving a written request from the County, or may, upon providing 30 days prior written notice to the County, be removed as Refunding Trustee hereunder; provided, the Refunding Trustee will not relinquish its duties hereunder until a qualified successor accepts its appointment. The County shall promptly appoint a successor Refunding Trustee upon the removal of the Refunding Trustee; provided,the Refunding Trustee may petition a court of competent jurisdiction for the appointment of a successor Refunding Trustee if the successor Refunding Trustee appointed by the County does not accept its appointment within 45 days after the giving of notice described in the preceding sentence. Any successor Refunding Trustee shall meet the requirements of RCW 39.53.070, as now in effect or hereafter amended, and shall assume all the obligations of the Refunding Trustee under this Refunding Trust Agreement. Any corporation or association into which the Refunding Trustee may be merged or with which it may be consolidated, or any corporation or association resulting from any merger, consolidation or reorganization to which the Refunding Trustee may be a party,or any corporation or association to which the Refunding Trustee may sell or transfer all or substantially all of its corporate trust business, shall be the successor to the Refunding Trustee without the execution or filing of any paper or any further act on the part of the County or the Refunding Trustee. Section 19. Receipt ofStatements. The Refunding Trustee hereby acknowledges receipt from the County of statements setting forth the interest payment schedules and maturity schedules of the Refunded Bonds by number, amount, date of maturity and interest rates, the amount of interest to be paid on each semiannual interest payment date of the Refunded Bonds, if any, and the amount of the principal to be paid on the date that the Refunded Bonds are to be redeemed. Section 20. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right or duty,as provided in this Refunding Trust Agreement, shall be a legal holiday, a day on which banking institutions in Seattle, Washington, and New York, New York, are authorized by law to remain closed, or a day on which the New York Stock Exchange is closed, such payment may be made, such act performed, or such right exercised on the next succeeding day, with the same force and effect as if done on the nominal date provided in this Refunding Trust Agreement. Page 5 4840-1098-5410.2 Section 21. Term. The term of this Refunding Trust Agreement shall commence on the date the Bond is delivered to the Purchaser and shall expire on the later of: (a)the date the final payment is made pursuant to Section 7 hereof; (b)the date any surplus money remaining in the Escrow Account is transferred to the County pursuant to Section 12 hereof; and (c)the date the final statement required by Section 16 hereof is received by the County. Notwithstanding the expiration of this Refunding Trust Agreement,the Refunding Trustee shall not be relieved of any liability for a breach of this Refunding Trust Agreement occurring during the term hereof. Section 22. Writings Required. Any notice, authorization, request or demand required or permitted to be given in accordance with the terms of this Refunding Trust Agreement shall be in writing. Section 23. Governing Law. This Refunding Trust Agreement shall be governed by and construed in accordance with the laws of the state of Washington,without regard to conflict of law principles. Section 24. Severability. In the event any one or more of the provisions contained in this Refunding Trust Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect,such invalidity, illegality or unenforceability shall not affect any other provision of this Refunding Trust Agreement,and this Refunding Trust Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. If any portion of this Refunding Trust Agreement is amended, severed or revoked,the County agrees to notify any rating agency with a current rating on the Bond prior to such action. [Signature Page to Follow] Page 6 4840-1098-5410.2 Section 27. Counterparts. This Refunding Trust Agreement may be executed in several counterparts, each of which shall be regarded as the original and all of which shall constitute one and the same Refunding Trust Agreement. LEWIS COUNTY, WASHINGTON Qom► Gary Stamp , Chair of the Board of County Commissioners ATTEST: 7 Rieva Lester, Clerk of the Board of County Commissioners ( SEAL ) •VNT his•. •may,° OF ap ,":+• U.S. BANK NATIONAL ASSOCIATION '4�,,',°� 'co• Seattle, Washington,as Refunding Trustee Carolyn Morrison,Vice President Page 7 4840-1098-5410.2 ATTACHMENT"I" NOTICE OF DEFEASANCE LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,SERIES 2009 NOTICE IS HEREBY GIVEN that pursuant to the provisions of Section 12 of Resolution No. 20- , adopted on July 13, 2020, by the Board of County Commissioners of Lewis County,Washington(the"County"),the County has defeased its outstanding Limited Tax General Obligation Refunding Bonds, Series 2009, as set forth below (the "Refunded Bonds"), by depositing cash in an escrow account held by U.S. Bank National Association of Seattle, Washington,as Refunding Trustee. Maturity Date Principal Amount Interest Rate CUSIP Nos. December 1,2020 $365,000 4.00% 527826FR7 December 1,2021 375,000 4.00 527826FS5 December 1,2022 395,000 4.00 527826FT3 December I,2023 405,000 4.00 527826F1J0 December 1,2024 425,000 4.00 527826FV8 The Refunded Bonds will become due and will be redeemed and paid on August 7,2020, at the redemption price of 100 percent of the principal to be redeemed, together with interest accrued to such date. Interest on the Refunded Bonds shall cease to accrue on and after August 7, 2020,whether or not such Refunded Bonds are presented for redemption. By Order of Lewis County, Washington, U.S.BANK NATIONAL ASSOCIATION, as Paying Agent Dated: ,2020 Attachment"I" 4840.1098.5410.2 ATTACHMENT"II" NOTICE OF REDEMPTION LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,SERIES 2009 NOTICE IS HEREBY GIVEN that the Lewis County, Washington has called for redemption on August 7, 2020, the $1,965,000 principal amount of its Lewis County Limited Tax General Obligation Refunding Bonds, Series 2009, dated September 2, 2009, that mature on December 1 in the years 2020 through 2024, inclusive(the"Refunded Bonds"),as set forth below: Maturity Date Principal Amount Interest Rate CUSIP Nos. December 1,2020 $365,000 4.00% 527826FR7 December 1,2021 375,000 4.00 527826FS5 December 1,2022 395,000 4.00 527826FT3 December 1,2023 405,000 4.00 527826FU0 December 1,2024 425,000 4.00 527826FV8 The Refunded Bonds will become due and will be redeemed and paid on August 7, 2020, at the redemption price of 100 percent of the principal to be redeemed,together with interest accrued to such date. Interest on the Refunded Bonds shall cease to accrue on and after August 7, 2020, whether or not such Refunded Bonds are presented for redemption. On August 7,2020,the Refunded Bonds will become due and payable at the specified redemption price at the following address: In Person or By Mail: U.S. Bank National Association Global Corporate Trust Services 111 Fillmore Ave E St. Paul,MN 55107 U.S. Bank National Association, as Refunding Trustee, shall not be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to its correctness indicated in this Redemption Notice. It is included solely for convenience of the Registered Owners. No representation is made as to the correctness of CUSIP numbers either as printed on the Refunded Bonds or as contained in any notice of redemption and reliance may be placed only on the identification numbers printed on the Refunded Bonds. By Order of Lewis County, Washington, U.S.BANK NATIONAL ASSOCIATION, as Paying Agent Dated: July 8,2020 Attachment"II" 4840.1098.5410.2 LEWIS COUNTY,WASHINGTON LIMITED TAX GENERAL OBLIGATION REFUNDING BOND,SERIES 2020 PRINCIPAL AMOUNT OF$2,021,000 INCUMBENCY CERTIFICATE I, Rieva Lester, the duly appointed and acting Clerk of the Board of County Commissioners of Lewis County, Washington (the "County"), DO HEREBY CERTIFY that the following were, as of July 13, 2020, and are,as of the date of this Certificate,the members of the Board of County Commissioners of the County: Commissioner Term Expiration Gary Stamper, Chair December 31, 2022 Edna J. Fund, Vice Chair December 31, 2020 Robert C. Jackson, Commissioner December 31, 2020 DATED as of July 30, 2020. LEWIS COUNTY, WASHINGTON ,•�ov_Nrr, w�.� S1N , Rieva Lester $4S Apt: Clerk of the Board of County Commissioners ei(SEAL) '9y��o?�"s,c.' • •...... KUTAK ROCK LLP Cutter Tower 510 W.Riverside Ave.,Suitc 800 Lewis,Washington 99201 4848-6148-9858.3 BOCC AGENDA ITEM SUMMARY Resolution: 20-236 BOCC Meeting Date: July 13, 2020 Suggested Wording for Agenda Item: Agenda Type: Deliberation Authorizing the sale, issuance and delivery of not to exceed $2,100,000 of the County's limited tax general obligation refunding bond, series 2020, to Columbia Bank, to the County's outstanding limited tax general obligation refunding bonds, series 2009; providing for the date, form, terms, maturities, redemption provisions and designation of the bond; authorizing the execution of a refunding trust agreement for use in the payment of the refunded bonds; authorizing the purchase of certain government obligations; providing for the call, payment and redemption of the refunded bonds; pledging the County's full faith, credit and resources to the payment of the bond; creating and adopting certain funds and accounts and providing for deposits therein; authorizing the Chair or the Treasurer to execute the purchase offer; providing for registration and authentication of the bond; covenanting to comply with certain federal tax laws; and providing for other matters properly relating thereto Contact: Shelly Stewart Phone: 360-740-1115 Department: TREAS - Treasurer Description: Bond refund Approvals: Publication Requirements: Publications: User Status PA's Office Approved Additional Copies: Cover Letter To: Arny Davis, Rodney Reynolds, Shelley Stewart