Get documents about "WASHOE COUNTY
Document Sample
WASHOE COUNTY
"Dedicated To Excellence in Public Service"
www.washoecountv.us
crraecrra 6 5.
Finun""-S5.
Srnrr Rnronr DA N/A
BOARD MEETING DATE: February 24, 2009 RiskMgt N/A
HR-IUA
Other N/A
DATE: February 9,2009
TO: Board of County Commissioners
FROM: John Sherman, Finance Director, Finance Department
328 -207 3, jsherman@washo ecounty. us
THROUGH: N/A
SUBJECT: Recommendation to approve and execute an ordinance authorang
the issuance by Washoe County, Nevada of its ..Washoe County,
Nevadq General obligation (Limited Tax) (additionally secured by
pledged revenues) Golf course Refunding Bonds, series 2009D" for
the purpose of refunding certain outstanding bonds; providing the
forrn, terms and conditions of the bonds; securing their payment by a
pledge of the net revenues of the Golf course Facilities to be financed
with the proceeds of the bonds; providing other matters relating
thereto; providing for adoption as if an emergency now exists. (All
Commission Districts)
SUMMARY
After an evaluation of the current market conditions compared to the outstanding debt of the
County, Public Financial Management and Hobbs, Ong & Associates, Inc, Financial Consultants
and Advisors to the County, have made a recommendation to refinance outstanding debt for savings
in debt service payments. This ordinance is to authorize the issuance by Washoe County, Nevada
of its "Washoe County, Nevada, General Obligation (Limited Tax) (additionally secured by pledged
revenues) Golf Course Refunding Bonds, Series 2009D- for the purpose of refunding certain
outstanding bonds; providing the fornr, terms and conditions of the bonds; securing their payment
by a pledge of the net revenues of the Golf Course Facilities to be furanced with the proceeds of the
bonds; providing other matters relating thereto; providing for adoption as if an emergency now
exists.
Priority/Goal supported by this item: Promote Financial Accountability of Washoe County.
PREVIOUS ACTION
August 19, 1997 the Board of County Commissioners (BCC) approved ordinance no. ggl
authorizing issuance of general obligatiqn golf course bonds series 1997.
AGENDA rrEM # /I-
Washoe County Commission Meeting
Page 2 of3
BACKGROUND
On August 19, 1997 the BCC approved bill no. 1166, ordinance no. 991, which authorized the
issuance by Washoe County General Obligation (Limited Tax) Golf Course Bonds for the pu{pose
of financing golf course facilities of the County.
According to Public Financial Management and Hobbs, Ottg & Associates, Inc, Financial
Consultants and Advisors to the County; due to interest rates declining substantially since the
issuance of the 1997 bonds, the County could refund those 1997 Golf Course Bonds maturing in
2010 through 2017 and achieve an estimated $207,000 in present-value savings. This represents
13.2% ofrefunded par. The new debt would be secured by both a general obligation pledge and the
same revenue stream currently pledged towards the 1997 Golf Course Bonds.
FISCAL IMPACT
Given current market condition, the County could achieve an estimated $207,000 in present-value
savings.
RECOMMENDATION
It is recommended that the board approve and execute an ordinance authotong the issuance by
Washoe County, Nevada of its "Washoe County, Nevada, General Obligation (Limited Tax)
(additionally secured by pledged revenues) Golf Course Refunding Bonds, Series Z00gD, for the
pu{pose of refunding certain outstanding bonds; providing the fornr, terms and conditions of the
bonds; securing their payment by a pledge of the net revenues of the Golf Course Facilities to be
financed with the proceeds of the bonds; providing other matters relating thereto; providing for
adoption as if an emergency now exists.
POSSIBLE MOTION
Should the Board agree with StafPs recofilmendation, a possible motion would be: Move to approve
and execute the ordinance.
Summary - an ordinance authorizing the issuance of the Washoe County, General Obligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course
Refunding Bonds, Series 2009D.
BILL NO.
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE BY
WASHOE COUNTY, NEVADA OF ITS 6,WASHOE
COUNTY, NEVADA, GENERAL OBLIGATION (LIMITED
TAX) (ADDITIONALLY SECURED BY PLEDGED
REVENUES) GOLF COURSE REF'UNDING BONDS,
SERIES 2OO9D'' FOR THE PURPOSE OF REFUNDING
CERTAIN OUTSTAI{DING BONDS; PROVIDING THE
FORM, TERMS AND CONDITIONS OF THE BONDS;
SECURING THEIR PAYMENT BY A PLEDGE OF' THE
NET REVENUES OF THE GOLF COURSE FACILITIES TO
BE FINANCED WITH THE PROCEEDS OF THE BONDS;
PROVIDING OTHER MATTERS RELATING THERETO;
PROVIDING FOR ADOPTION AS IF' AN EMERGENCY
NOW EXISTS.
WHEREAS, Washoe County in the State of Nevada (the "County" and the "State",
respectively) is a county duly organized and created under the provisions of Nevada Revised
Statutes ("NRS") 243.340; and
WHEREAS, the County now owns and operates municipal golf course facilities (the
"Golf Course Facilities"); and
WHEREAS, pursuant to NRS 244A.011 through 244A.065, inclusive (the "County
Bond Law"), and to NRS 350.500 through 350.720, and all laws amendatory thereof, designated
in NRS 350.500 as the Local Government Securities Law (the "Bond Act"), the County issued
its "Washoe County, Nevada, General Obligation (Limited Tax) (Additionally Secured by
Pledged Revenues) Golf Course Bonds, Series 1997" (the"1997 Bonds") and the payment of the
principal of and interest on the 1997 Bonds is additionally secured by an irrevocable pledge of
and by a lien (but not necessarily an exclusive or first lien) on all or a portion of the Net
Revenues (as defined herein) of the Golf Course Facilities (the "Pledged Revenues"); and
WHEREAS, interest rates have substantially declined since the issuance of the I9g7
Bonds: and
Reno\02893 I 6.2
WHEREAS, the Bond Act provides that the County may issue refunding bonds to
refund, pay and discharge all or any portion of the 1997 Bonds for the pu{pose of reducing
interest costs or effecting other economies (the o'Project"); and
WHEREAS, if the Finance Director of the County (the "Finance Director") determines
that interest rate savings may be effected by refunding all or a portion of the 1997 Bonds, the
County hereby determines to issue its Washoe County, Nevada, General Obligation (Limited
Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D
(the "Bonds") in the aggregate principal amount necessary to effect the Project and as set forth in
the Certificate of the Finance Director (as defined herein) for the pulpose of refunding, paying
and discharging the principal of, interest on, and any redemption premiums due in connection
with the redemption of all or a portion of the 1997 Bonds as set forth in the Escrow Agreement
(as defined herein) (the "Refunded Bonds"); and
WHEREAS, the Board has heretofore elected to and hereby determines to issue the
Bonds in accordance with the provisions of the County Bond Law and the Bond Act; and
WHEREAS, pursuant to NRS 350.700, the Bonds may be made payable from any taxes
or pledged revenues, or both taxes and such pledged revenues, which might be legally pledged
for the payment of the Refunded Bonds; and
WHEREAS, the payment of the principal of and interest on the Bonds will be
additionally secured by an irrevocable pledge of and by a lien (but not necessarily an exclusive
or first lien) on the Pledged Revenues on a parity with the portion of the 1997 Bonds, if any, that
is not refunded with proceeds of the Bonds (the "Outstanding 1997 Bonds"); and
WHEREAS, other than the 1997 Bonds, the County has not previously issued securities
that are secured by the Pledged Revenues; and
WHEREAS, the Board has determined and does hereby determine that, based upon the
studies and reports pertaining thereto, the Pledged Revenues will at least equal the amount
required in each year for the payment of the principal of and interest on the Bonds and the
Outstanding 1997 Bonds; and
WHEREAS, the Board is not authorized to levy general ad valorem taxes to pay the
principal of or interest on the Bonds exempt from the limitations of any statutes of the State; any
general ad valorem taxes levied for the purpose of paying principal or interest on the Bonds will
be subject to the limitations contained in the Constitution and the statutes of the State; and
Rcno\289316.2
WHEREAS, the Board is therefore authorized and empowered by the Bond Act,
without any fuither preliminaries :
A. to issue and sell the Bonds: and
B. to exercise the incidental powers provided in the Bond Act in connection
with the powers authorized therein or as otherwise expressly provided therein; and
WHEREAS, after the sale of the Bonds pursuant to the provisions of NRS 350.105 to
350.195, inclusive (the "Bond Sale Act"), the Finance Director, or in his absence the County
Manager of the County (the "County Manager"), is hereby authorized to sell the Bonds to the
best bidder therefor (the "Purchaser"), and the Finance Director, or in his absence the County
Manager, is hereby authorized to accept a binding bid for the Bonds, the Bonds to bear interest at
rates per annum not in excess of 3Yo over the "Index of Twenty Bonds" most recently published
in The Bond Bu)'er prior to the time the bids are received for the Bonds as provided in the bond
purchase proposal submitted by the Purchaser (the "Purchase Proposal"), at a price equal to the
principal amount thereof, plus accrued interest to the date of delivery of the Bonds, less a
discount or plus a premium not exceeding 9Yo of the principal amount thereof, which price does
not result in an effective interest rate on the Bonds in excess of 3oh over the "Index of Twenty
Bonds" most recently published in The Bond Buyer prior to the time bids are received for the
Bonds, all as specified by the Finance Director or County Manager in a certificate dated on or
before the date of delivery of the Bonds (the "Certificate of the Finance Director"); and
WHEREAS, the Board hereby determines and declares that it is necess ary and in the
best interests of the County and its inhabitants to effect the Project and to issue and sell the
Bonds to defray wholly or in part the cost of the Project; and
WHEREAS, there have been filed with the County:
A. the form of an escrow agreement (the "Escrow Agreement") between the
County and U.S. Bank, National Association, the escrow bank (the o'Escrow Bank"); and
B- the form of the Official Statement (the "Official Statement") for the
Bonds; and
C. the form of a Continuing Disclosure Certificate (the "Continuing
Disclosure Certificate") to be dated as of the date of delivery of the Bonds; and
WHEREAS, the Board hereby elects to have the provisions of Chapter 348 of NRS (the
"Supplemental Bond Act") apply to the.Bonds; and
RenoU893l6.2
WHEREAS, the Board has determined and hereby declares that each of the limitations
and other conditions to the issuance of the Bonds in the County Bond Law, the Bond Act, the
Supplemental Bond Act, the Bond Sale Act and in any other relevant act of the State or the
Federal Government, has been met; and pursuant to NRS 350.708, this determination of the
Board that the limitations in the Bond Act have been met shall be conclusive in the absence of
fraud or arbitrary or gross abuse of discretion; and
WHEREAS, the Board has determined and does hereby declare:
A. this ordinance pertains to the sale, issuance and payment of the Bonds;
B. such declaration shall be conclusive in the absence of fraud or gross abuse
of discretion in accordance with the provisions of subsection 2 of NRS 350.579; and
C. this ordinance may accordingly be adopted as if an emergency exists and
may become effective at any time when an emergency ordinance of the County may go
into effect.
NOW, THEREFORE, THE BOARD OF COUNTY COMMISSIONERS OF THE
COUNTY OF WASHOE IN THE STATE OF NEVADA, DO ORDAIN:
Reno\2893 16.2
ARTICLE I.
SHORT TITLE, DEFINITIONS, INTERPRETATION,
RATIFICATION, TRANSMITTAL, AND EFFECTIVE DATE
Section 101. Short Title. This ordinance shall be known as and may be designated by
the short title"2009D Golf Course Refunding Bond Ordinance" (this "Ordinance").
Section 102. Meanings and Construction .
A. Definitions. The terms in this section defined for all purposes of this
Ordinance and of any instrument amendatory hereof or supplemental hereto, and of any
other instrument or any other document relating hereto, except where the context by clear
implication otherwise requires, shall have the meanings herein specified:
(1) "annual principal and interest requirements" means the sum of the
principal of and interest on the Outstanding Bonds and any other Outstanding
designated securities payable from the Pledged Revenues having a lien thereon on
a patity with the lien thereon of the Bonds, to be paid during any Bond Year, but
excluding any reserve requirements to secure such payments unless otherwise
expressly provided. In calculating this amount, the principal amount of bonds
required to be redeemed prior to maturity pursuant to any mandatory redemption
schedule contained in the ordinance or other instrument authorizing the issuance
of such bonds shall be treated as maturing in the Bond Year in which such bonds
are so required to be redeemed, rather than in the Bond Year in which the stated
maturity of such bonds occurs.
'(2)
"Board" means the Board of county commissioners of washoe
County, in the State of Nevada, including any successor of the County.
(3)"Bg4d_,{g!" means NRS 350.500 through 350.720, and all laws
amendatory thereof, designated in NRS 350.500 as the Local Government
Securities Law.
(4) "Bond Fund" means the special account designated as the
"Washoe County, Nevada, General Obligation (Limited Tax) (Additionally
Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D,
Pledged Revenues Interest and Principal Retirement Fund," created in Section
401 hereof, and required to be accumulated and maintained in Section 606 hereof
which shall be held separate and apart from the Golf Course Fund.
I{enoU893 16.2
(5) "Bond Requirements" means the principal of, any prior redemption
premiums due in connection with, and the interest on the Bonds and, if the context
requires, the outstanding 1997 Bonds and any additional bonds or other
additional securities payable from the Pledged Revenues and hereafter issued, or
such part of such securities or such other securities relating to the Project as may
be designated, as such principal, premiums and interest become due at maturity or
on a Redemption Date designated in any mandatory redemption schedule, in a
notice of prior redemption, or otherwise.
(6) "Bond Year" means the 12 months commencing on July I of any
calendar year and ending on June 30 ofthe next succeeding calendar yeat.
(7) "Bonds" means the securities issued hereunder and designated as
the "Washoe County, Nevada, General Obligation (Limited Tax) (Additionally
Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D.-
(8) "Certificate of the Finance Director" means the certificate to be
executed by the Finance Director, or in his absence the County Manager, on or
before the date of delivery of the Bonds.
(9) "Chairman" means the de jure or de facto chairman of the Board of
County Commissioners, or a successor in functions, if any.
(10) "combined maximum annual principal and interest requirements"
means the greatest of the annual principal and interest requirements to be paid on
the Outstanding Bonds and any Outstanding parity securities during any Bond
Year for the period beginning with the Bond Year in which such computation is
made and ending with the Bond Year in which any bond last becomes due at
maturity or on a Redemption Date on which any bond thereafter maturing is
called for prior redemption. If any outstanding Bonds or outstanding parity
securities are subject to variable interest rates, for the purpose ofsuch calculation,
such interest rates shall be determined by an Independent Accountant or the
Finance Director. Any such computation shall be adjusted as provided in Section
803C hereof, and shall be made by an Independent Accountant or the Finance
Director if expressly so required.
Re noV89316.2
(11) "commercial bank" means a state or national bank or trust
company which is a member of the Federal Deposit Insurance Corporation and
which is located within the United States; and such term includes, without
limitation, any "trust bank" as herein defined.
(12) "comparable Bond Year" means, in connection with any Fiscal
Year, the Bond Year which ends in the Fiscal Year.
(13) "Cost of Issuance Account" means the special account designated
as the "Washoe County, Nevada, General Obligation (Limited Tax) (Additionally
Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D,
Cost of Issuance Account," created in Section 401 hereof.
(14) "cost of the Project" means all or any part designated by the
county of the cost of the Project, which cost, at the option of the county, except
as limited by law, may include all or any part of the incidental costs relating to the
Project, including, without limitation:
(a) Preliminary expenses advanced by the County from funds
available for use therefor or from any other source, or advanced with the
approval of the County from funds available therefor or from any other
source by the State, the Federal Government, or by any other person with
the approval of the County (or any combination thereof);
(b) The costs of printing, estimates, advice, services of
accountants, financial consultants, attorneys at law, clerical help, or other
agents or employees;
(c) The costs of making, publishing, posting, mailing and
otherwise giving any notice in connection with the Project, the filing or
recordation of instruments, the taking of options, the issuance of the
Bonds and any other securities relating to the Project, and bank fees and
expenses;
(d) The costs of contingencies;
(e) The costs of any discount on the Bonds or other securities,
and of any reserves for the payment of the principal of and interest on the
Reno\289316.2
Bonds or other securities, of any replacement expenses, and of any other
cost of the issuance of the Bonds or other securities relating to the Project;
(0 The costs of amending any ordinance, resolution or other
instrument authorizing the issuance of or otherwise relating to the
Outstanding Bonds or other securities relating to the Project;
(g) All other expenses necessary or desirable and relating to
the Project, as estimated or otherwise ascertained by the County.
(15) "County" means the County of Washoe in the State, and
constituting a political subdivision thereof, or any successor municipal
corporation; and where the context so indicates, either such term means the
geographical area comprising the County of Washoe.
(16) "county clerk" or "clerk" means the de jure or de facto county
clerk of the County and designated as such by the County, or a successor in
functions, if any.
(17) "county Manager" means the de jure or de factor county manager
of the County and designated as such by the County, or a successor in functions,
if any.
(18) "Count)'Treasurer" or "Treasurer" means the de jure or de facto
county treasurer of the County and designated as such by the County.
(19) "Escrow Account" means the special account designated as the
"washoe county, Nevada, General obligation (Limited rax) (Additionally
Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D,
Escrow Account," created in Section 401 hereof and held by the Escrow Bank
pursuant to the Escrow Agreement.
(20) "Escrow Agreement" means the Escrow Agreement between the
County and the Escrow Bank.
(21) "Escrow Bank" means U.S. Bank, National Association, appointed
and serving as escrow agent under the Escrow Agreement.
(22) "Events of Default" means the events stated in Section 1103
hereof.
RenoV893l6.2
(23) "Facilities Revenues" means the gross revenues derived from the
operation of the Golf Course Facilities.
(24) "Federal Government" means the United States, or any agency,
instrumentality or corporation thereof.
(25) "Federal Securities" mears bills, certificates of indebtedness.
notes, bonds or similar securities which are direct obligations of, or the principal
and interest of which securities are unconditionally guaranteed by, the United
States.
(26) o'Finance
Director" means the dejure or defacto Finance Director
of the County, or a successor in functions, if any.
(21) "Fiscal Year" means the 12 months commencing on July I of any
calendar year and ending on June 30 ofthe next succeeding calendar year; but if
the Nevada legislature changes the statutory fiscal year relating to the County, the
Fiscal Year shall conform to such modified statutory fiscal year from the time of
each such modification, if any.
(28)
"General Tax Interest Account,, means the .,Washoe County,
Nevada, General obligation (Limited rax) (Additionally Secured by Pledged
Revenues) Golf course Refunding Bonds, Series 2009D, General rax Interest
Account," created in Section 501 of this Ordinance.
(29) "General rax Principal Account" means the "washoe county,
Nevada, General obligation (Limited rax) (Additionally Secured by pledged
Revenues) Golf Course Refunding Bonds, Series 2009D, General Tax principal
Account," created in Section 501 of this Ordinance.
(30) "General Taxes" or "Taxes" means general (ad valorem) taxes
levied by the County against all taxable property within the boundaries of the
County (unless otherwise qualified).
(31) "Golf course Facilities" means the county's Golf course
Facilities, including, but not limited to, golf courses, club houses, related
restaurants and golf shops, consisting of all properties, real, personal, mixed or
otherwise, now owned or hereafter acquired by the county through purchase,
construction or otherwise, and used in connection with such golf course facilities
RenoV893l6 2
of the County, and in any way pertaining thereto, whether or not located within or
without or both within and without the boundaries of the County, including,
without limitation, machinery, apparatus, structures, buildings and related or
appurtenant furniture, fixtures and other equipment, as such Golf Course Facilities
are from time to time extended, bettered or otherwise improved, or any
combination thereof which are ftnanced with the proceeds of the Bonds or that
may hereafter be financed with any superior securities, parity securities or
subordinate securities which are expressly included within the definition of Golf
Course Facilities.
(32) "Golf Course Fund" means the special account designated as the
"washoe county, Nevada, Pledged Revenues Golf course Fund," created in
Section 602 hereof which shall be held separate and apart from the Bond Fund.
(33) "Gross Revenues" means the Facilities Revenues excluding:
(a) any moneys borrowed and used for the acquisition of
capital improvements; and
(b) any moneys received as grants, appropriations, or gifts
from the united States, the state, or other sources, the use of which is
limited by the grantor or donor to the construction of capital
improvements for the Golf Course Facilities, except to the extent any such
moneys shall be received as payments for the use of the Golf Course
Facilities.
(34) "hereby," "herein," "hereinabove," o'hereinafter," "hereinbefore,"
"hereof," and any similar term refer to this ordinance and not solely to the
particular portion thereof in which the word is used; "heretofore" means before
the adoption of this Ordinance; and "hereafter" means after the adoption of this
Ordinance.
(35) "Independent Accountant" means any certified public accountant,
or any firm of certified public accountants, duly licensed to practice and
practicing as such under the laws of the State, as from time to time appointed and
compensated by the County:
10
RenoV893l6.2
(a) Who or which is, in fact, independent and not under the
domination of the County;
(b) Who or which does not have any substantial interest, direct
or indirect, with the County, and
(c) Who or which is not connected with the County as an
ofhcer or employee thereof, but who may be regularly retained to make
annual or similar audits of any books or records of the County.
(36) "NRS" means the Nevada Revised Statutes.
(37) "Net Revenues" means Gross Revenues remaining after the
deduction of the Operation and Maintenance Expenses of the Golf Course
Facilities.
(38) "newspaper" means a newspaper printed in the English language,
published at least once each calendar week.
(39) o'Operation and Maintenance Expenses" means all reasonable and
necessary current expenses of the County, paid or accrued, of operating,
maintaining, and repairing the Golf Course Facilities and includes, without
limitation:
(a) Engineering, auditing, reporting, legal, and other overhead
expenses relating to the administration, operation, and maintenance of the
Golf Course Facilities;
(b)Fidelity bond and property and liability insurance
premiums pertaining to the Golf Course Facilities, or a reasonably
allocable share of a premium of any blanket bond or policy pertaining to
the Golf Course Facilities;
(c) Payments to pension, retirement, health, and hospitalization
funds, and other insurance, and to any self-insurance fund as insurance
premiums not in excess of such premiums which would otherwise be
required for such insurance;
(d) Any general taxes, assessments, excise taxes, or other
charges which may be lawfully imposed on the County, the Golf Course
Facilities, revenues therefrom, or the County's income from or operations
1l
Reno\2893 16.2
of any properties under its control and pertaining to the Golf Course
Facilities, or any privilege in connection with the Golf Course F.acilities or
its operation;
(e) The reasonable charges of the Paying Agent, Registrar and
any other depositary bank pertaining to the Bonds and any other securities
payable from Pledged Revenues or otherwise pertaining to the Golf
Course Facilities;
(0 Contractual services, professional services, salaries, other
administrative expenses, and costs of materials, supplies, repairs, and
labor, pertaining to the Golf Course Facilities or to the issuance of the
Bonds or any other securities relating to the Golf Course Facilities,
including, without limitation, the expenses and compensation of any
receiver, or other fiduciary under the Bond Act;
(g) The costs incurred by the Board in the collection and any
refunds ofall or any part ofPledged Revenues;
(h) Any costs of utility services furnished to the Golf Course
Facilities;
(i) Any lawful refunds of any Pledged Revenues; and
(t) All other administrative, general, and commercial expenses
pertaining to the Golf Course Facilities; but
(i) Excludine any allowance for depreciation;
(iD Excluding any costs of extensions,
enlargements, betterments, and other improvements, or any
combination thereof:
(iii) Excludine any reserves for major capital
replacements, other than normal repairs;
(iv) Excludine any reseryes for operation,
maintenance, or repair of the Golf Course Facilities;
(v) Excluding any allowance for the redemption
of any bond or other security evidencing a loan or other obligation, or the
t2
Re noV89l16.2
payment of any interest thereon, or any prior redemption premium due in
connection therewith:
(vi) Excluding any liabilities incurred in the
acquisition or improvement of any properties comprising any project or
any existing facilities, or any combination thereof, pertaining to the Golf
Course Facilities. or otherwise: and
(vii) Excludine any liabilities imposed on the
County for any ground of legal liability not used on contract, including,
without limitation, negligence in the operation of the Golf course
Facilities.
(40) "Outstanding" when used with reference to the Bonds or any other
designated securities and as ofany particular date (but not "outstanding bonds" as
hereafter defined) means all the Bonds or any such other securities payable from
the Pledged Revenues or otherwise relating to the Project, as the case may be, in
any manner theretofore and thereupon being executed and delivered:
(a) Except any Bond or other security canceled by the County,
by the Paying Agent or otherwise on the County's behalf, at or before such
date;
(b) Except any Bond or other security the payment of which is
then due or past due and moneys fully sufficient to pay which are on
deposit with one of the Paying Agents;
(c) Except any Bond or other security for the payment or the
redemption of which moneys at least equal to the County's Bond
Requirements to the date of maturity or to any Redemption Date, shall
have heretofore been deposited with a trust bank in escrow or in trust for
that purpose, as provided in Section 1001 hereof; and
(d) Except any Bond or other security in lieu of or in
substitution for which another bond or other security shall have been
executed and delivered pursuant to Sections 306 or 1209 hereof.
l3
RenoV89316.2
(41) "Outstandins 1997 Bonds" means the portion of the 1997 Bonds, if
any, that are not designated in the Certificate of the Finance Director to be
refunded pursuant to the Escrow Agreement.
(42) "owner" or any similar term, when used in conjunction with any
Bonds, or any other designated securities, means the registered owner of any
Bonds or other security which is registrable for payment if it shall at the time be
registered for payment otherwise than to bearer.
(43) "pA4!J_bends" or "par$_leguulies" means the Outstanding 1997
Bonds, if any, and other bonds or securities which have a lien on the Pledged
Revenues that is on a parity with the lien thereon of the Bonds herein authorized.
(44) "Paying Agent" means U.S. Bank, National Association, or any
successor commercial bank which may be appointed from time to time as paying
agent for the Bonds.
(45) "Person" means a corporation, firm, other body corporate
(including, without limitation, the Federal Government, the State, or any other
body corporate and politic other than the County), partnership, association or
individual, and also includes an executor, administrator, trustee, receiver or other
representative appointed according to law.
(46) o'Pledged Revenues" means all income and revenue derived by the
County from the Net Revenues. Pledged Revenues means all or a portion of the
Net Revenues. The designated term indicates sources of revenues and does not
necessarily indicate all or any portion or other part of such revenues in the
absence of fuither qualification.
(47) "Project" means the refunding of all or a portion of the 1997 Bonds
in connection with the issuance of the Bonds.
(48) "Purchaser" means the purchaser identified in preambles hereof.
(49) "Rebate Account" means the "Washoe County, Nevada, General
Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf
Course Refunding Bonds, Series 2009D, Rebate Account" created in Section 608
hereof.
t4
Reno\2893l6.2
(50) "Redemption Date" means a date fixed for the redemption prior to
their respective maturities of any Bonds or other designated securities payable
from any Pledged Revenues in any mandatory redemption schedules, or in any
notice of prior redemption or otherwise fixed and designated by the County.
(51) "Redemption Price" means, when used with respect to a Bond or
other designated security payable from any Pledged Revenues, the principal
amount thereof plus the applicable premium, if any, payable upon the redemption
thereof prior to the stated maturity date of such Bond or other security on a
Redemption Date in the manner contemplated in accordance with the security's
terms.
(52) "Refunded Bonds" means all or a portion of the 1997 Bonds as
designated in the Escrow Agreement.
(53) "Refunded Bonds Redemption Date" means the redemption date
for the Refunded Bonds as set forth in the Escrow Agreement.
(54) "Registrar" means U.S. Bank, National Association, or any
successor commercial bank which may be appointed from time to time as
Registrar for the Bonds.
(55) "Regular Record Date" means the l5th day of the calendar month
next preceding each interest payment date.
(56) "Special Record Date" means a special date fixed by the Paying
Agent to determine the names and addresses of owners of the Bonds for the
payment of any defaulted interest on any of the Bonds, as further provided in
Section 302 hereof. At least 10 days' notice will be given by the Paying Agent by
first-class regular mail to each owner of a Bond as stated on the Registrar's
registration list at the close of business on a date fixed by the Paying Agent,
stating the date of the Special Record Date and the due date fixed for the payment
of such defaulted interest.
(57) "State" means the State of Nevada, in the United States; and where
the context so indicates, "State" means the geographical area comprising the State
of Nevada.
15
Reuo\2893l6.2
(58) "subordinate bonds" or "subordinate securities" means bonds or
securities which have a lien on the Pledged Revenues that is subordinate and
junior to the lien thereon of the Bonds herein authorized.
(59) "superior bonds" or "superior securities" means special obligation
bonds or special obligation securities which have a lien on the Pledged Revenues
that is superior to the lien thereon of the Bonds herein authorized.
(60) "Tax Code" means the Internal Revenue Code of 1986. as
amended to the date of delivery of the Bonds.
(61) "trust bank" means a "commercial bank," as defined herein, which
bank is authorized to exercise and is exercising trust powers, and also means any
branch of the Federal Reserve Bank.
B. Construction. This Ordinance, except where the context by clear
implication herein otherwise requires, shall be construed as follows:
(1) Words in the singular number include the plural, and words in the
plural include the singular.
(2) Words in the masculine gender include the feminine and the
neuter, and when the sense so indicates words of the neuter gender refer to any
gender.
(3) The titles and leadlines applied to articles, sections, subsections
and paragraphs of this Ordinance are inserted only as a matter of convenience and
ease in reference and in no way define, limit or describe the scope or intent of any
provisions of this Ordinance.
(4) Any securities payable from any Pledged Revenues and held by the
County shall not be deemed to be Outstanding for the purpose of redemption nor
Outstanding for the purpose of consents hereunder or for other purposes provided
herein.
Section 103. Successors. Whenever herein the County is named or is referred to, such
provision shall be deemed to include any successors of the County, respectively, whether so
expressed or not. All of the covenants, stipulations, obligations and agreements by or on behalf
of and other provisions for the benefrt of the County contained herein shall bind and inure to the
benefit of any officer, board, district, commission, authority, agent or instrumentality to whom or
t6
RenoV893 16.2
to which there shall be transferred by or in accordance with law any right, power or duty of the
County or of their respective successors, if any, the possession of which is necessary or
appropriate in order to comply with any such covenants, stipulations, obligations, agreements or
other provisions hereof.
Section 104. Parties Interested Herein. Except as herein otherwise expressly provided,
nothing herein expressed or implied confers upon or gives to any Person (other than the Paying
Agent, the owners from time to time of the Bonds, and the owners of any other securities payable
from Pledged Revenues when reference is expressly made thereto, as well as the County) any
right, remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof.
All the covenants, stipulations, promises and agreements herein contained by and on behalf of
the County shall be for the sole and exclusive benefit of the County, the Paying Agent, any
owner of any Bonds and any owner of any such other security in the event of such a reference.
Section 105. Ratification. All action heretofore taken (not inconsistent with the
provisions of this Ordinance) by the County, the officers of the County, and otherwise by the
County directed toward the Project and toward the sale of the Bonds to the Purchaser for that
pu{pose, hereby is ratified, approved and confirmed.
Section 106. Ordinance Irrepealable. After any of the Bonds are issued, this Ordinance
shall constitute an irrevocable contract between the County and the owner or owners of the
Bonds; and this Ordinance (subject to the provisions of Section 1001 and of Article XII hereof),
if any Bonds are in fact issued, shall be and shall remain irrepealable until the Bonds, as to all
Bond Requirements, shall be fully paid, canceled and discharged, except as herein otherwise
expressly provided.
Section 107. Repealer. All bylaws, orders and other instruments, or parts thereof,
inconsistent herewith are hereby repealed to the extent only of the inconsistency. This repealer
shall not be construed to revive any bylaw, order or other instrument, or part thereof, heretofore
Section 108. Severability. If any section, subsection, paragraph, clause or other
provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability of such section, subsection, paragraph, clause or other provision
shall not affect any of the remaining provisions of this Ordinance.
RenoV893 16.2
ARTICLE II.
COUNTY'S DETERMINATIONS, AUTHORITY FOR AND
AUTHORIZATION OF PROJECT, NECESSITY OF
PROJECT AND BONDS, PROJECT COST, AND
OBLIGATION OF COLI-NTY
Section 201. Authorization for this Ordinance. This Ordinance is adopted by virtue of
the County Bond Law, the Bond Act and the Supplemental Bond Act and pursuant to their
provisions; and the County has ascertained and hereby determines that each and every matter and
thing as to which provision is made herein is necessary in order to carry out and to effectuate the
purposes of the County in accordance with the County Bond Law and the Bond Act, and as
provided in NRS 350.708 all limitations in the Bond Act imposed upon the issuance of bonds or
other securities thereunder have been met and the total cost, capacity, type, and plans and
specifications of and for the construction, installation and other acquisition of the Project, to the
extent heretofore prepared, have been and hereby are approved.
Section 202. Life of Improvements. The County has determined and does hereby
declare:
A. Estimated Life. The estimated life or estimated period of usefulness of the
improvements financed by the 1997 Bonds and to be refinanced by the Bonds is not less
than 10 years from the date of delivery of the Bonds; and
B. Bond Term. The Bonds shall mature at times not exceeding such
estimated life or estimated period of usefulness.
Section 203. Necessity of Proiect and Bonds. It is necessary and for the best interests
of the County and the inhabitants thereof that the County effect the Project and defray the cost
thereof by issuing the Bonds therefor; and it is hereby so determined and declared.
Section 204. Sale of Bonds: Acceptance of Purchase Proposal: Authorization of Use of
Preliminarlz Official Statement and Final Off,rcial Statement All action taken (not inconsistent
with the provisions of this Ordinance) by the Board and the officers and employees of the
County directed (i) toward the purpose of defraying in whole or in part the cost of the Project,
and (ii) toward the issuance and sale of the Bonds for that purpose, including, without limitation,
circulating a preliminary official statement for the Bonds (the "Preliminary Official Statement")
and deeming the Preliminary Official Statement "final" for the purposes of Rule l5(c)2-12 of the
Securities and Exchange Commission, be, and the same hereby is, ratified, approved and
1 8
Reno\289316.2
confirmed. The Finance Director, or in his absence the County Manager, is authorized to
execute the Certificate of the Finance Director and the Escrow Agreement, subject to the terms
of this Ordinance and in substantially the forms on file with the County Clerk, with such changes
as are acceptable to the Finance Director, or in his absence the County Manager, whose
execution of the Certificate of the Finance Director and the Escrow Agreement shall be
conclusive evidence of consent to any such changes. The preparation of a final official statement
in substantially the form of the Preliminary Official Statement with such amendments as the
Finance Director, or in his absence the County Manager, shall approve (the "Official Statement")
and the distribution of the Official Statement are hereby authorized, directed and approved. The
Finance Director, or in his absence the County Manager, is hereby authorized and directed to
affix his signature to the Official Statement for an on behalf of the Board.
Section 205. Authorization of Project. The County hereby authorizes the Project.
Section 206. Estimated Cost of Project. The cost of the Project is estimated not to
exceed the principal amount of the Bonds, excluding any such cost defrayed or to be defrayed by
any source other than the proceeds of the Bonds.
Section 207. Bonds Equallv Secured. The covenants and agreements herein set forth to
be performed on behalf of the County shall be for the equal benefit, protection and security of the
owners of any and all of the Outstanding Bonds, all of which, regardless of the time or times of
their issue or maturity, shall be of equal rank without preference, priority or distinction of any of
the Bonds over any other thereof, except as otherwise expressly provided in or pursuant to this
Ordinance.
Section 208. General Oblisations. The full faith and credit of the County are pledged to
the payment of the Bond Requirements of the Bonds; the Bonds shall constitute general
obligations of the County and the Bond Requirements of the Bonds shall be payable from
General Taxes on all taxable property within the County (except to the extent any Pledged
Revenues or other moneys are available therefor) subject to the limitations imposed by the
Constitution and statutes of the State.
Section 209. Irrevocable Pledge. The payment of the Bond Requirements of the Bonds
is additionally secured by an irrevocable pledge of and by a lien (but not necessarily an exclusive
or first lien) on the Pledged Revenues.
RenoV89316.2
Section2l0. No Pledge of ProperW. The payment of the Bonds is not secured by an
encumbrance, mortgage or other pledge of property of the County, except the proceeds of the
Pledged Revenues. No property of the County, subject to such exception, shall be liable to be
forfeited or taken in payment of the Bonds.
Section21l. No Recourse Against Officers and Agents. No recourse shall be had for
the payment of the Bond Requirements of the Bonds or for any claim based thereon or otherwise
upon this Ordinance authorizing their issuance or any other instrument relating thereto, against
any individual member of the County or any officer or other agent of the County, past, present or
future, either directly or indirectly through the County or otherwise, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any penalty or otherwise, all such
liability, if any, being by the acceptance of the Bonds and as a part of the consideration of their
issuance specially waived and released.
20
RenoV893l6.2
ARTICLE III.
AUTHORIZATION, TERMS, EXECUTION AND ISSUANCE OF BONDS
Section 301. Authorization of Bonds. The "Washoe County, Nevada, General
Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding
Bonds, Series 2009D," in the aggregate principal amount necessary to effect the Project and as
set forth in the Certificate of the Finance Director, are hereby authorized to be issued, pursuant to
the County Bond Law and the Bond Act; and the County pledges irrevocably, but not necessarily
exclusively, the Pledged Revenues to the payment of the Bond Requirements of the Bonds, the
proceeds of the Bonds to be used solely to defray wholly or in part the cost of the Project.
Section 302. Bond Details. The Bonds shall be issued payable in fully registered form,
i.e., registered as to both principal and interest and shall be dated as of their date of delivery.
Except as provided in Section 307 hereof, the Bonds shall be issued in the denominations of
$5,000 and any integral multiples thereof (but no Bond may be in a denomination which exceeds
the principal coming due on any maturity date, and no individual Bond will be issued for more
than one maturity). The Bonds shall bear interest at the rates set forth in the Certificate of the
Finance Director from their date until their respective fixed maturity dates, payable on March I
and September 1 of each year, commencing on September 1, 2009, except that Bonds which are
reissued upon transfer, exchange or other replacement shall bear interest at such rates from the
most recent interest payment date to which interest has been paid or provided for, or, if no
interest has been paid, from the date of, the Bonds. The Bonds shall mature on September 1, in
the years and in the designated amounts as set forth in the Certificate of the Finance Director.
The principal of and redemption premium, if any, on any Bond, shall be payable
to the registered owner thereof as shown on the registration records kept by the Registrar, upon
maturity or prior redemption thereof and upon presentation and surrender at the Paying Agent, or
such other office as designated by the Paying Agent. If any Bond shall not be paid upon such
presentation and surrender at or after maturity, it shall continue to draw interest at the interest
rate bome by the Bond until the principal thereof is paid in full. Except as provided in Section
307 hereof, payment of interest on any Bond shall be made to the registered owner thereof by
check or draft mailed by the Paying Agent, on or before each interest payment date (or, if such
interest payment date is not a business day, on or before the next succeeding business day), to the
registered owner thereof at his or her address as shown on the registration records kept by the
2l
RenoV893l6.2
Registrar at the close of business on the Regular Record Date for such interest payrnent date; but
any such interest not so timely paid or duly provided for shall cease to be payable to the person
who is the registered owner thereof at the close of business on the Regular Record Date and shall
be payable to the person who is the registered owner thereof at the close of business on a Special
Record Date for the payment of any such defaulted interest. Such Special Record Date shall be
fixed by the Paying Agent whenever money becomes available for payment of the defaulted
interest, and notice of the Special Record Date shall be given to the registered owners of the
Bonds not less than l0 days prior thereto by first-class mail to each such registered owner as
shown on the Registrar's registration records on a date selected by the Registrar, stating the date
of the Special Record Date and the date fixed for the payment of such defaulted interest. The
Paying Agent may make payments of interest on any Bond by such alternative means as may be
mutually agreed upon between the owner of such Bond and the Paying Agent. All such
payments shall be made in lawful money of the United States of America.
Section 303. Prior Redemption.
A. Optional Redemption. The Bonds maturing on or before the date
designated in the Certificate of the Finance Director, if any, shall be subject to
redemption prior to their respective maturities, at the option of the County, on and after
the date set forth in the Certificate of the Finance Director, in whole or in part at any
time, from such maturities as are selected by the County, and if less than all of the Bonds
of a maturity are to be redeemed, the Bonds of such maturity are to be redeemed by lot
within a maturity (giving proportionate weight to Bonds in denominations larger than
$5,000), in such manner as the Paying Agent may determine, for the principal amount of
each Bond or portion thereof so redeemed and accrued interest thereon to the redemption
date, and a premium, if any, computed in accordance with the schedule set forth in the
Certificate of the Finance Director.
B. Mandatory Redemption. The Bonds maturing on the dates, if any, set
forth in the Certificate of the Finance Director (the "Term Bonds") are subject to
mandatory sinking fund redemption at a redemption price equal to 100% of the principal
amount thereof and accrued interest to the redemption date. As and for a sinking fund for
the redernption of the Term Bonds, there shall be deposited into the Bond Fund on or
before the dates set forth in the Certificate of the Finance Director, a sum which, together
RenoV893l6,2
with other moneys available in the Bond Fund, is sufficient to redeem the Term Bonds
plus accrued interest to the redemption date on the dates and in the principal amounts set
forth in the Certificate of the Finance Director.
Not more than sixty days nor less than thirty days prior to the sinking fund payment dates
for the Term Bonds, the Registrar shall proceed to select for redemption (by lot in such manner
as the Registrar may determine) from all Outstanding Term Bonds of a series, a principal amount
of the Term Bonds equal to the aggregate principal amount of the Term Bonds redeemable with
the required sinking fund payments, and shall call such Term Bonds or portions thereof for
redemption from the sinking fund on the next principal payment date, and give notice of such
call as provided in Section 304 of this Ordinance.
At the option of the County to be exercised by delivery of a written certificate to the
Registrar not less than sixty days next preceding any sinking fund redemption date, it may (i)
deliver to the Registrar for cancellation Term Bonds, or portions thereof ($5,000 or any integral
multiple thereof) in an aggregate principal amount desired by the County or, (ii) specify a
principal amount of Term Bonds, or portions thereof ($5,000 or any integral multiple thereof)
which prior to said date have been redeemed (otherwise than through the operation of the sinking
fund) and canceled by the Registrar and not theretofore applied as a credit against any sinking
fund redemption obligation. Each Term Bond or portions thereof so delivered or previously
redeemed shall be credited by the Registrar at I00Yo of the principal amount thereof against the
obligation of the County on the sinking fund redemption dates and any excess shall be so
credited against future sinking fund redemption obligations in such manner as the County
determines. In the event the County shall avail itself of the provisions of clause (i) of the first
sentence of this paragraph, the certificate required by the first sentence of this paragraph shall be
accompanied by the respective Term Bonds or portions thereof to be canceled or in the event the
Bonds are registered in the name of Cede & Co. as provided in Section 307 of this Ordinance,
the certificate required by the first sentence of this paragraph shall be accompanied by such
direction and evidence of ownership as is satisfactory to The Depository Trust Company.
C. Partial Redemption. If any Bond is in a denomination larger than $5,000,
a portion of such Bond ($5,000 of principal amount thereof, or any integral thereof) may
be redeemed pursuant to subsection A hereof, as appropriate, in which case the Registrar,
except as provided in Section 307 hereof, shall, without charge to the owner of such
aa
z)
RenoV89316.2
Bond, authenticate and issue a replacement Bond or Bonds for the unredeemed portion
thereof. In the case of a partial redemption of Bonds of a single maturity pursuant to
subsection A hereof, the Paying Agent shall select the Bonds to be redeemed by lot at
such time as directed by the County (but at least 30 days prior to the redemption date),
and if such selection is more than 60 days before a redemption date, shall direct the
Registrar to appropriately identify the Bonds so called for redemption by stamping them
at the time any Bond so selected for redemption is presented to the Registrar for stamping
or for transfer or exchange, or by such other method of identification as is deemed
adequate by the Registrar and any Bond or Bonds issued in exchange for, or to replace,
any Bond so called for prior redemption shall likewise be stamped or otherwise
identified.
Section 304. Redemption Notice. Unless waived by any registered owner of a Bond to
be redeemed, notice of prior redemption shall be given by the Registrar, by certified or registered
mail as long as Cede & Co. or a nominee or a successor depository is the registered owner of the
Bonds, and otherwise by first class, postage prepaid mail, at least 30 days but not more than 60
days prior to the Redemption Date to the Municipal Securities Rulemaking Board ("MSRB") and
the registered owner of any Bond (initially Cede & Co.) all or a part of which is called for prior
redemption at his or her address as it last appears on the registration records kept by the
Registrar. The notice shall identify the Bonds and state that on such date the principal amount
thereof, and premium, if any, thereon will become due and payable at the Paying Agent (accrued
interest to the Redemption Date being payable by mail or as otherwise provided in this
Ordinance), and that after such Redemption Date interest will cease to accrue. After such notice
and presentation of said Bonds, the Bonds called for redemption will be paid. Actual receipt of
mailed notice by the MSRB or any registered owner of Bonds shall not be a condition precedent
to redemption of such Bonds. Failure to give such notice by mailing to the MSRB or the
registered owner of any Bond designated for redemption, or any defect therein, shall not affect
the validity of the proceedings for the redemption of any other Bond. A certificate by the
Registrar that notice of call and redemption has been given as provided in this Section shall be
conclusive as against all parties; and no owner whose Bond is called for redemption or any other
owner of any Bond may object thereto or may object to the cessation of interest on the
Redemption Date on the ground that he failed actually to receive such notice of redemption.
24
RenoV893l6.2
Section 305. Negotiabilit)'. Subject to Section 307 hereof and to the registration
provisions herein provided, the Bonds shall be fully negotiable within the meaning of and for the
purposes of the Uniform Commercial Code--lnvestment Securities, and each owner shall possess
all rights enjoyed by owners of negotiable instruments under the Uniform Commercial Code--
Investment Securities.
Section 306. Registration. Transfer and Exchange of Bonds. Except as otherwise
provided in Section 307 hereof:
A. Registration and Transfer. Records for the registration and transfer of the
Bonds shall be kept by the Registrar. Upon the surrender for transfer of any Bond at the
Registrar, duly endorsed for transfer or accompanied by an assignment in form
satisfactory to the Registrar duly executed by the registered owner or his attorney duly
authorized in writing, the Registrar shall authenticate and deliver in the name of the
transferee or transferees a new Bond or Bonds of a like aggregate principal amount and
of the same maturity bearing a number or numbers not previously assigned, Bonds may
be exchanged at the Registrar for an equal aggregate principal amount of Bonds of the
same maturity of other authorized denominations, as provided in Section 302 hereof. The
Registrar shall authenticate and deliver a Bond or Bonds which the registered owner
making the exchange is entitled to receive, bearing a number or numbers not previously
assigned. For every exchange or transfer of Bonds requested by the owner thereof, the
County or the Registrar may make a suff,rcient charge to reimburse it for any tax, fee, or
other governmental charge required to be paid with respect to such exchange or transfer,
and may charge a sum sufficient to pay the cost of preparing and authenticity each new
Bond. No such charge shall be levied in the case of an exchange resulting from an
optional or mandatory prior redemption of a Bond.
B. Limitations upon Registration. The Registrar shall not be required to
transfer or exchange (i) any Bond subject to redemption during a period beginning at the
opening of business 15 days before the day of the mailing by the Registrar of a notice of
prior redemption of Bonds and ending at the close of business on the day of such mailing,
or (ii) any Bond after the mailing of notice calling such Bond or any portion thereof for
redemption as herein provided.
Reno\2893 i 6.2
C. Effect of Registration. The person in whose name any Bond shall be
registered, in the registration records kept by the Registrar, shall be deemed and regarded
as the absolute owner thereof for the purpose of making payments thereof (except to the
extent otherwise provided in Section 302 hereof with respect to interest payments) and
for all other purposes; and payment of or on account of either principal or interest on any
Bond shall be made only to or upon the written order of the registered owner thereof or
his legal representative, but such registration may be changed upon transfer of such Bond
in the manner and subject to the conditions and limitation provided herein. All such
payments shall be valid and effectual to discharge the liability upon such Bond to the
extent of the sum or sums so paid.
D. Replacementof Bond. If any Bond shall be lost, stolen, destroyed or
mutilated, the Registrar shall, upon receipt of such evidence, information or indemnity
relating thereto as it, the Registrar or the County, may reasonably require, and upon
payment of all expenses in connection therewith, authenticate and deliver a replacement
Bond or Bonds of a like aggregate principal amount and of the same maturity, bearing a
number or numbers not previously assigned. If such lost, stolen, destroyed or mutilated
Bond shall have matured or shall have been called for redemption, the Registrar may
direct that such Bond be paid by the Paying Agent in lieu of replacement.
E. Cancellation of Bond upon Payment or Reissuance. Whenever any Bond
shall be surrendered to the Paying Agent upon payment thereof, or to the Registrar for
transfer, exchange or replacement as provided herein, such Bond shall be promptly
canceled by the Paying Agent or Registrar, and counterparts of a certificate of such
cancellation shall be furnished by the Paying Agent or Registrar to the Board, upon
request.
Section 307. Book Entry.
A. Notwithstanding the foregoing provisions of Section 302 to 306, the
Bonds shall initially be evidenced by one Bond for each year in which the Bonds mature
in denominations equal to the aggregate principal amount of the Bonds maturing in that
year. Such initially delivered Bonds shall be registered in the name of "Cede & Co." as
nominee for The Depository Trust Company, the securities depository for the Bonds.
The Bonds may not thereafter be transferred or exchanged except:
26
RenoV893l6.2
(1) to any successor of The Depository Trust Company or its nominee,
which successor must be both a "clearing corporation" as defined in NRS
104.8102, and a qualified and registered "clearing agency" under Section l74 of
the Securities Exchange Act of 1934, as amended; or
(2) upon the resignation of The Depository Trust Company or a
successor or new depository under clause (1) or this clause (2) ofthis subsection
A, or a determination by the County that The Depository Trust Company or such
successor or new depository is no longer able to carry out its functions, and the
designation by the County of another depository institution acceptable to the
County and to the depository then holding the Bonds, which new depository
institution must be both a "clearing corporation" as defined in subsection 3 of
NRS 104.8102 and a qualified and registered "clearing agency" under Section
17A of the Securities Exchange Act of 1934, as amended, to carry out the
functions of The Depository Trust Company or such successor or new depository;
or
(3) upon the resignation of The Depository Trust company or a
successor or new depository under clause (1) or clause (2) of this subsection A, or
a determination of the County that The Depository Trust Company or such
successor or new depository is no longer able to carry out its functions, and the
failure by the County, after reasonable investigation, to locate another qualified
depository institution under clause (2) to carry out such depository functions.
B. In the case of a transfer to a successor of The Depository Trust Company
or its nominee as referred to in clause (1) of subsection A hereof or designation of a new
depository pursuant to clause (2) of subsection A hereof, upon receipt of the Outstanding
Bonds by the Registrar, together with written instructions for transfer satisfactory to the
Registrar, a new Bond for each maturity of the Bonds then Outstanding shall be issued to
such successor or new depository, as the case may be, or its nominee, as is specified in
such written transfer instructions. In the case of a resignation or determination under
clause (3) of subsection A hereof and the failure after reasonable investigation to locate
another qualified depository institution for the Bonds as provided in clause (3) of
subsection A hereof, and upon receipt of the Outstanding Bonds by the Registrar,
27
Reno\2893 16.2
together with written instructions for transfer satisfactory to the Registrar, new Bonds
shall be issued in the denominations of $5,000 or any integral multiple thereof, as
provided in and subject to the limitations of Section 302 hereof, registered in the names
of such persons, and in such denominations as are requested in such written transfer
instructions: however, the Registrar shall not be required to deliver such new Bonds
within a period of less than 60 days from the date of receipt of such written transfer
instructions.
C. The County, the Registrar and the Paying Agent shall be entitled to treat
the registered owner of any Bond as the absolute owner thereof for all purposes hereof
and any applicable laws, notwithstanding any notice to the contrary received by any or all
of them and the County, the Registrar and the Paying Agent shall have no responsibility
for transmitting payments to the beneficial owners of the Bonds (the "Beneficial
Owners") held by The Depository Trust Company or any successor or new depository
named pursuant to subsection A hereof.
D. The County, the Registrar and the Paying Agent shall endeavor to
cooperate with The Depository Trust Company or any successor or new depository
named pursuant to clause (I ) or (2) of subsection A hereof in effectuating payment of the
Bond Requirements of the Bonds by arranging for payment in such a manner that funds
representing such payments are available to the depository on the date they are due.
E. Upon any partial redemption of any maturity of the Bonds, Cede & Co. (or
its successor), in its discretion may request the County to issue and authenticate a new
Bond or shall make an appropriate notation on the Bond indicating the date and amount
of prepayment, except in the case of final maturity, in which case the Bond must be
presented to the Paying Agent prior to payment.
Section 308. Execution of Bonds. The Bonds shall be executed as follows:
A. Filines with Secretary of State. Pursuant to the Bond Act, and to the act
cited as the Uniform Facsimile Signatures of Public Officials Act, cited as Chapter 351 of
NRS, and prior to the execution of any Bonds the Chairman of the Board of County
Commissioners of the County, the County Clerk and the County Treasurer shall each file
with the Secretary of State of the State of Nevada his or her manual signature certified by
such officer under oath.
28
RenoU89316.2
B. Manner of Execution. Each Bond shall be approved, signed and executed
in the name of and on behalf of the County with the manual or facsimile of the signature
of the Chairman of the Board shall be countersigned and executed with the manual or
facsimile of the signatures of the County Treasurer and shall be authenticated with the
manual or facsimile impression of the official seal of the County; and shall be signed,
executed, and attested with such a manual or facsimile signature of the County Clerk.
C. Authentication. No Bond shall be valid or obligatory for any pu{pose
unless the certificate of authentication thereon, substantially in the form hereinafter
provided has been duly manually executed by the Registrar. The Registrar's certificate of
authentication shall be deemed to have been duly executed by it if manually signed by an
authorized officer or employee of the Registrar, but it shall not be necessary that the same
officer or employee sign the certificate of authentication on all of the Bonds issued
hereunder. By authenticating any of the Bonds delivered pursuant to the Ordinance, the
Registrar shall be deemed to have assented to all of the provisions of this Ordinance.
Section 309. Use of Predecessor's Signature. The Bonds bearing the signatures of the
officers in offrce at the time of the signing thereof shall be the valid and binding obligations of
the County, notwithstanding that before the delivery thereof and the payment therefor any or all
of the persons whose signatures appear thereon shall have ceased to fill their respective offices.
Each the Chairman of the Board, the County Treasurer and County Clerk, at the time of the
execution of the Bonds and of a signature certificate pertaining thereto by the Chairman of the
Board, the County Treasurer and the County Clerk, respectively, may adopt as and for his or her
own facsimile signature the facsimile signature of his or her predecessor in offrce if such
facsimile signature appears upon any of the Bonds.
310. Incontestable Recital in Bonds. Pursuant to NRS 350.628, each Bond
Section
shall recite that it is issued pursuant to the County Bond Law, the Bond Act and the
Supplemental Bond Act, which recital shall be conclusive evidence of the validity of the Bonds
and the regularity of their issuance.
Section 31 l. State Tax Exemption. Pursuant to NRS 350.710, the Bonds, their transfer,
and the income therefrom shall forever be and remain free and exempt from taxation by the State
or any subdivision thereof, except for the tax on estates imposed pursuant to chapter 375A of
NRS and the tax on generation-skipping transfers imposed pursuant to chapter 375B of NRS.
29
Reuo9893l6.2
Section 312. Bond Execution. The Chairman of the Board of County Commissioners,
the County 1'reasurer, and the County Clerk are hereby authorized and directed to prepare and to
execute the Bonds as herein provided.
Section 313. Bond Delivery. After such registration of the Bonds by the Registrar
pursuant to Section 306 and after their execution and authentication pursuant to Section 308 and
other provisions herein supplemental thereto, the Finance Director shall cause the Bonds to be
delivered to the Purchaser thereof, upon payment being made therefor on the terms of the sale of
the Bonds.
Section 314. Bond Form. Subject to the provisions of this Ordinance, each Bond shall
be in substantially the following form with such omissions, insertions, endorsements, and
variations as to any recitals of fact or other provisions as may be required by the circumstances,
be required or permitted by this Ordinance, or be consistent with this Ordinance and necessary or
appropriate to conform to the rules and requirements of any govemmental authority or any usage
or requirement of law with respect thereto:
30
RenoVS9116.2
(FORM OF BOND)
TRANSFER OF THIS BOND OTHER THAN BY REGISTRATION IS NOT EFFECTIVE
WASHOE COUNTY, NEVADA
GENERAL OBLIGATION (LIMITED TAX)
(ADDITIONALLY SECURED BY PLEDGED REVENUES)
GOLF COURSE REFUNDING BONDS, SERIES 2OO9D
NO.
Interest Reate MaturiW Rate Date As of CUSIP
"h per September I ,2009
annum
REGISTERED OWNER: **CEDE & CO.**
PRINCIPAL AMOUNT: DOLLARS
The County of Washoe in the State of Nevada (the "County" and the o'State",
respectively), for value received hereby acknowledges itself to be indebted and promises to pay
to the Registered Owner specified above the Principal Amount specified above, on the Maturity
Date specified above (unless called for earlier redemption), and to pay interest thereon on March
I and September I of each year commencing on September 1, 2009, at the Interest Rate per
annum specified above, until the principal sum is paid or payment has been provided therefor.
This Bond will bear interest from the most recent interest payment date to which interest has
been paid or provided for, or, if no interest has been paid, from the date of this Bond. The
principal of and redemption premium, if any, on this Bond are payable to the Registered Owner
hereof upon presentation and surrender hereof at the office of U.S. Bank, National Association,
as paying agent for the Bonds (the "Paying Agent"), which is also now acting as the registrar for
the Bonds (the "Registrar"). Interest on this Bond will be paid on each interest payment date (or,
if such interest payment date is not a business day, on the next succeeding business day), by
check or draft mailed by first class mail to the person in whose name this Bond is registered (the
"Registered Owner") in the registration records of the County maintained by the Registrar and at
the address appearing thereon at the close of business on the l5th day of the calendar month next
preceding such interest payment date (the "Regular Record Date"). Any such interest not so
timely paid or duly provided for shall cease to be payable to the person who is the registered
owner hereof at the close of business on a Special Record Date for the payment of any defaulted
interest. Such Special Record Date shall be fixed by the Paying Agent for the Bonds whenever
moneys become available for payment of the defaulted interest, and notice of the Special Record
Date shall be given to the Registered Owners of the Bonds of the series of which this is one (the
"Bonds") not less than ten days prior thereto. All payments of the principal of, interest on and
redemption premiums due in connection with this Bond (the "Bond Requirements") shall be
made in lawful money of the United States of America without deduction for the services of the
Paying Agent.
31
Reno\2893l6.2
*The Bonds are issuable solely as fully registered Bonds in denominations of
$5,000 each
or any integral multiple thereof. The Bonds are exchangeable for fully registered Bonds of the
same maturity in equal aggregate principal amounts and in authorized denominations at the
aforesaid office of the Paying Agent and Registrar but only in the manner, subject to the
limitations, and on payment of the charges provided in the County's ordinance designated by the
short title
*2009D Golf Course
Refunding Bond Ordinance," adopted and approved on February
24,2009 authorizing the issuance of the Bonds (the "Ordinance").*
*The Registrar will not be required to transfer or exchange (i) any Bond subject to
redemption during a period beginning at the opening of business f i A# beiore the dayof the
mailing by the Registrar of a notice of prior redemption of Bonds and ending at the close of
business on the day of such mailing, or (ii) any Bond after the mailing of notice calling such
Bond or any portion thereof for prior redemption.*
**The Bonds shall not be transferable or exchangeable, except as set forth in the
County's ordinance designated by the short title *2009D Golf Course Refunding Bond
Ordinance," adopted and approved on February 24,2009 authorizing the issuance of the Bonds
(the "Ordinance").**
[Bonds maturing on and after September l, are subject to prior redemption on
and after September 1, _ in whole at any time or in part at any time, from such maturities as
are selected by the County, and if less than all off the Bonds of a maturity are to be redeemed,
the Bonds of such maturity are to be redeemed by lot within a maturity, in integral multiples of
$5,000, at the option of the County, at a price equal to the principal amount of each Bond or
portion thereof so redeemed plus accrued interest thereon to the redemption date.]
***Certain of the Bonds shall be subject to mandatory sinking fund redemption as
provided in the Ordinance.***
*In the case of Bonds of a denomination larger than $5,000, a portion of such Bond
($5,000 of the principal amount thereof, or any integral multiple thereof) may be redeemed, in
which case the Registrar shall, without charge to the owner of such Bond, authenticate and issue
a replacement Bond or Bonds for the unredeemed portion thereof.*
Redemption shall be made upon not less than thirty (30) days' prior notice as provided in
the Ordinance.
**Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede &
Co., or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co., or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.**
**Upon any partial prior redemption of this Bond, Cede & Co., in its discretion, may
request the Registrar to authenticate a new Bond or shall make an appropriate notation on this
a1
JZ
RenoV893l6.2
Bond indicating the date and amount of prepayment, except in the case of final maturity, in
which case this Bond must be presented to the Paying Agent prior to payment.**
This Bond must be registered in the name of the Registered Owner as to both principal
and interest on the registration records kept by the Registrar in conformity with the provisions
stated herein and endorsed hereon and subject to the terms and conditions set forth in the
Ordinance' No transfer of this Bond shall be valid unless made on the registration records
maintained at the principal office of the Registrar by the Registered Owner orlir attorney duly
authorized in writing.
The County and the Registrar and Paying Agent may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof for the purpose of making payment
(except to the extent otherwise provided hereinabove and in the Oidinance with iesplct to
Regular and Special Record Dates for the payment of interest) and for all other purposes and the
County, and Paying Agent and Registrar shall be not affected by notice to the contrary.
The Bonds are issued by the County and upon the credit thereof, for the purpose of
defraying wholly or in part the cost of refunding certain outstanding bonds of the County, under
the authority of and in full conformity with the Constitution and laws of the State and the County
and pursuant to the Ordinance.
It is hereby certified, recited and warranted that the total indebtedness of the County,
including that of this Bond, does not exceed any limit of indebtedness prescribed by the
Constitution or laws of the State; that the provision has been made for the levyand the collection
of annual general (ad valorem) taxes ("General Taxes") sufficient to pay the bond Requirements
of this Bond when the same become due (except to the extent other mon.y, ur" available
therefor), subject to the limitations imposed by the Constitution and statutes of the State; and that
the full faith and credit of the County are hereby irrevocably pledged to the punctual payment of
the Bond Requirements according to the terms of this Bond.
The payment of the Bonds, as to all Bond Requirements, is additionally secured by an
irrevocable pledge of revenues derived by the County from the County's golf course facilities
(the "Golf Course Facilities") after provision is made for the payment from the Gross Revenues
pertaining to the Golf Course Facilities of all necessary and reasonable operation and
maintenance expenses of the Golf Course Facilities (the "Net Revenues" or ih" .,pledged
Revenues").
Payment of the Bond Requirements due in connection with the Bonds may be made from
and as security for such payment there is irrevocably and exclusively pledged, pursuant to the
Ordinance, a special account thereby created and identified as the "Washoe County, Nevada,
General Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course
Refunding Bonds, Series 2009D, Pledged Revenues Interest and Principal Retirement Fund,,,
into which account the County covenants to pay from the revenues derived from the Pledged
Revenues sums sufficient to pay when due the Bond Requirements of the Bonds, except to ihe
extent other moneys are available therefor.
aa
JJ
RenoU893l6,2
The Bonds are equitably and ratably secured by a lien on the Pledged Revenues, and the
Bonds constitute an irrevocable lien (but not necessarily an exclusive or first lien) upon the
Pledged Revenues on a parity with any outstanding parity securities. Bonds and other securities,
in addition to the Bonds, subject to expressed conditions, may be issued and made payable from
the Pledged Revenues having a lien thereon subordinate and junior to the lien or, subject to
additional expressed conditions, having a lien thereon superior or on a parity with the lien, of the
Bonds, in accordance with the provisions of the Ordinance.
The County covenants and agrees with the owner of this Bond and with each and every
person who may become the owner hereof that it will keep and will perform all of the covenants
of the Ordinance.
Reference is made to the Ordinance, and to any and all modifications and amendments
thereof, to NRS 244A.01I to 244A.065, inclusive (the "county Bond Law"); to NRS 350.500
through 350.720, and all laws amendatory thereof, designated in section 350.500 thereof as the
Local Government Securities Law (the "Bond Act"); to Chapter 348 of NRS (the "supplemental
Bond Act"), and to all laws supplemental thereto, for an additional description of the nature and
extent of the security for the Bonds, accountso funds and revenues pledged, the nature and extent
and manner of enforcement of the pledge, the rights and remedies of the owners of the Bonds
with respect thereto, the terms and conditions upon which the Bonds are issued, and a statement
of rights and remedies of the owners of the Bonds.
The Bonds are issued pursuant to the County Bond Law, the Bond Act, and the
Supplemental Bond Act, and pursuant to NRS 350.628, this recital is conclusive evidence of the
validity of the Bonds and the regularity of their issuance; and pursuant to NRS 350.710, the
Bonds, their transfer, and the income therefrom shall forever be and remain free and exempt
from taxation by the State or any subdivision thereof except for the tax on estates imposed
pursuant to chapter 375A of NRS and the tax on generation-skipping transfers imposed pursuant
to chapter 3758 of NRS.
To the extent and in the respects permitted by the Ordinance, the provisions of the
Ordinance or any instrument amendatory thereof or supplemental thereto may be modified or
amended by action of the County taken in the manner and subject to the conditions and
exceptions prescribed in the Ordinance. The pledge of revenues and other obligations of the
County under the Ordinance may be discharged at or prior to the respective maturities of the
Bonds upon the making of provision for the payment thereof on the terms and conditions set
forth in the Ordinance.
It is further certified, recited
and warranted that all the requirements of law have been
fully complied with by the proper officers of the County in the issuance of this Bond; that it is
issued pursuant to and in strict conformity with the Constitution and laws of the State,
particularly under the terms and provisions of the County Bond Law, the Bond Act, the
Supplemental Bond Act, and all laws supplemental thereto, and with the Ordinance; and that this
Bond does not contravene any constitutional or statutory limitation.
No recourse shall be had for the payment of the Bond Requirements of this Bond or for
any claim based thereon or otherwise upon the Ordinance or other instrument relating thereto,
34
Reno\2893l6.2
against any individual member of the Board of County Commissioners of the County, any
individual member of the County, or any officer or other agent of the County, past, present or
future, either directly or indirectly through such board or the County, or otherwise, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any penalty or
otherwise, all such liability, if any, being by the acceptance of this Bond and as a part of the
consideration of its issuance specially waived and released.
This Bond shall not be valid or obligatory for any purpose until a manual signature of a
duly authorized officer of the Registrar has been affixed on the certificate of authentication
hereon.
IN WITNESS WHEREOF, the County has caused this Bond to be signed and executed
in its name and upon its behalf with the manual or facsimile signature of the Chairman of its
Board of County Commissioners, to be countersigned and executed with the manual or facsimile
signature of the County Treasurer and has caused a manual impression or a facsimile of the seal
of the County to be affixed hereon; and has caused this Bond to be signed, executed and attested
with the manual or facsimile signature of the County Clerk, all as of 2009.
WASHOE COLINTY. NEVADA
(Manual or Facsimile Signature)
Chairman
Board of County Commissioners
Countersigned:
(Manual or Facsimile Signature)
County Treasurer
(Manual or Facsimile Seal)
Attest:
(Manual or Facsimile Sienature)
County Clerk
* Insert only if Bonds are delivered pursuant to Section 307(AX3) of this Ordinance.
>F*
Insert only if Bonds are initially delivered to the Depository Trust Company pursuant
to Section 307(A) of this Ordinance.
* rF:F
Insert only if the Certificate of the Finance Director designates any of the Bonds as
Term Bonds.
(End of Form of Bond)
35
Renotr893l6.2
(Form of Certificate of Authentication for Bonds)
Date of authentication
and registration:
This is one of the Bonds described in the within-mentioned Ordinance, and this Bond has
been duly registered on the registration records kept by the undersigned as Registrar for such
Bonds.
U.S. BANK, NATIONAL ASSOCIATION,
as Registrar
By: (Manual or Facsimile Signature)
Authorized Officer
(End of Form of Certificate of Authentication for Bonds)
36
RenoV893l6.2
**(Form of Prepayment Panel)
The following installments of principal (or portions thereof) of this Bond have been
prepaid by the County, in accordance with the terms of the Ordinance authorizing the issuance of
this Bond.
Signature of Authorized
Date of Prepayment Principal Representative of DTC
(End of Form of Prepayment Panel)**
an
JI
Reno\2893 I 6.2
*(Form of Assignment for Bonds)
For value received, the undersigned hereby sells, assigns and transfer unto
the within Bond and hereby irrevocably constitutes and
appoints attorney, to transfer the same on the records kept for registration
of the within Bond, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Name and address of transferee:
Social Security or other tax
identification number of
transferee:
NOTE: The signature to this Assignment must correspond with the name as written on the face
of the within Bond in every particular, without alteration or enlargement or any change
whatsoever. Signature(s) must be guaranteed by an eligible guarantor institution as defined in 17
CFR 240. I 7Ad-1 s(a)(2).
(End of Form of Assignment for Bonds)*
38
RenoU893l6.2
ARTICLE IV.
USE OF BOND PROCEEDS
Section40l. Disposition of Bond Proceeds. The proceeds of the Bonds upon the
receipt thereof at any time or from time to time, shall be accounted for in the followins manner
and priority and are hereby pledged therefor:
A. Bond Fund. First, there shall be credited to a separate and special account
hereby created and to be known as the "Washoe County, Nevada, General Obligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding
Bonds, Series 2009D, Pledged Revenues Interest and Principal Retirement Fund" (the
"Bond Fund"), all moneys, if any, received as accrued interest on the Bonds from their
sale by the County from the date of the Bonds to the date of their delivery to the
Purchaser, to apply to the payment of interest on the Bonds as the same become due after
their delivery, in accordance with Section 606 hereof. Such Bond Fund shall be
maintained by the County Treasurer separate and apart from all other County funds,
including the Golf Course Fund.
B. Escrow Account. Except as herein otherwise expressly provided, the
proceeds derived from the sale of the Bonds (together with any other legally available
funds) in an amount sufficient to effect the Project shall be credited to the 'oWashoe
County, Nevada, General Obligation (Limited Tax) (Additionally Secured by Pledged
Revenues) Golf Course Refunding Bonds, Series 2009D, Escrow Account" which is
hereby created.
C. Cost of Issuance Account. Except as herein otherwise expressly provided,
the proceeds derived from the sale of the Bonds remaining after the deposits required by
subsections A and B of this section has been made, shall be credited to a separate account
hereby created and to be known as the "Washoe County, Nevada, General Obligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding
Bonds, Series 2009D, Cost of Issuance Account."
Section 402. Moneys in Cost of Issuance Account. All moneys received and held by
the County for the Cost of Issuance Account, except as herein otherwise expressly provided,
shall be used and paid out solely for the purpose of defraying the costs of issuing the Bonds.
39
RenoV893l6.2
Section 403. Prevention of Bond Default. The County Treasurer shall use any Bond
proceeds credited to the Cost of Issuance Account without further order or warrant, to pay the
Bond Requirements of the Bonds as the same become due whenever and to the extent moneys in
the Bond Fund or otherwise available therefor are insufficient for that purpose, unless the Bond
proceeds shall be needed to defray obligations accrued and to accrue under any contracts then
existing and relating to the Project. The County Treasurer shall promptly notify the Board of any
such use. Any moneys so used shall be restored to the Cost of Issuance Account, from the first
Pledged Revenues thereafter received and not needed to meet the requirements provided in
Sections 602 through 610 hereof.
Section 404. Maintenance of Escrow Account. The Escrow Account shall be
maintained by the Escrow Agent on behalf of the County in an amount at the time of the initial
deposits therein and at all times subsequently at least sufficient, together with the known
minimum yield to be derived from the initial investment and any temporary reinvestment of the
deposits therein or any part thereof in Federal Securities, to pay the interest due in connection
with the Refunded Bonds, both accrued and not accrued, as the same becomes due up to and
including the redemption date for the Refunded Bonds as set forth in the Escrow Agreement (the
"Refunded Bonds Redemption Date") and to redeem on the Refunded Bonds Redemption Date
the Refunded Bonds at a redemption price equal to the principal amount thereof plus accrued
interest to the redemption date.
Section 405. Use of Escrow Account. Moneys shall be withdrawn by the Escrow Bank
from the Escrow Account in sufficient amounts and at such times to permit the payment without
default of the principal, interest and any redemption premium of the Refunded Bonds on the
Refunded Bonds Redemption Date. The County shall call for prior redemption of the Refunded
Bonds on the Refunded Bonds Redemption Date as set forth in the Escrow Agreement. Any
moneys remaining in the Escrow Account after provision shall have been made for the
redemption in full of the Refunded Bonds shall be applied to any lawful purpose of the County
as the Board may hereafter determine.
Section 406. Insufficiency of Escrow Account. If for any reason the amount in the
Escrow Account shall at any time be insufficient for the purposes of Sections 404 and 405
hereof, the County shall forthwith from the first moneys available therefor deposit in such
account such additional moneys as shall be necessary to permit the payment in full of the
40
RenoU89316.2
principal, interest and redemption premium due in connection with the Refunded Bonds as herein
provided.
Section 407. Exercise of Option. The Board has elected and does hereby declare its
intent to exercise on the behalf and in the name of the County its option to redeem on the
Refunded Bonds Redemption Date the Refunded Bonds as set forth in the Escrow Agreement.
The Board is hereby obligated so to exercise such option, which option shall be deemed to have
been exercised when notice is duly given and completed forthwith after the issuance of the
Bonds as herein provided in Section 408 hereof.
408. Notices of Prior Redemption and Defeasance. The registrar for the
Section
Refunded Bonds, upon issuance of the Bonds, shall give the notices of redemption and
defeasance in accordance with the provisions of the ordinance authorizing the issuance of the
Refunded Bonds.
Section 409. Purchaser Not Responsible. The validity of the Bonds shall not be
dependent on nor be affected by the validity or regularity of any proceedings relating to the
Project. The Purchaser of the Bonds, any associate thereof, and any subsequent owner of any
Bonds shall in no manner be responsible for the application or disposal by the County or by any
of its officers, agents and employees of the moneys derived from the sale of the Bonds or of any
other moneys herein designated.
Section 410. Lien on Bond Proceeds. Until proceeds of the Bonds are applied as
hereinabove provided the Bond proceeds shall be subject to a lien thereon and pledge thereof for
the benefit of the owners of the Bonds from time to time as provided in Section 601 hereof.
RenoV893l6.2
ARTICLE V.
GENERAL TAXES
Section 501. General Tax Levies. Pursuant to NRS 350.596, if necessary, the Bond
Requirements of the Bonds falling due at any time when there are not on hand sufficient funds to
pay the same, shall be paid out of the general fund of the County or out of any other funds that
may be available for such purpose. For the purpose of repaying any moneys so paid from any
such fund or funds (other than any moneys available for the payment of such Bond Requirements
on other than a temporary basis) and for the purpose of the payment thereafter of the Bonds and
the interest thereon there are hereby created the following separate and special accounts to be
known respectively as the o'Washoe County, Nevada, General Obligation (Limited Tax)
(Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds, Series 2009D,
General Tax Principal Account" (the "General Tax Principal Account") and as the "Washoe
County, Nevada, General Obligation (Limited Tax) (Additionally Secured by Pledged Revenues)
Golf Course Refunding Bonds, Series 2009D, General Tax Interest Account" (the "General Tax
Interest Account"). Pursuant to NRS 350.592 and 350.594, there shall be levied after the
issuance of the Bonds and annually thereafter, until all of the Bond Requirements shall have been
fully paid, satisfied and discharged, a General Tax on all property, both real and personal, subject
to taxation within the boundaries of the County fully sufficient to reimburse such funds for such
installments of Bond Requirements, together with the revenue which will result from application
of the rate to the net proceeds of minerals, to pay the interest on the Bonds, and to pay and retire
the same as hereinabove provided, and after there are made due allowances for probable
delinquencies. The proceeds of the annual levies shall be duly credited to such separate accounts
for the payment of the Bond Requirements, including any mandatory sinking fund payments
required by the provisions of this Ordinance, if any. In the preparation of the annual budget or
appropriation resolution or ordinance for the County, the County shall first make proper
provisions through the levy of sufficient General Taxes for the payment of the interest on and the
retirement of the principal of the bonded indebtedness of the County, including, without
limitation, the Bonds, subject to the limitations imposed by NRS 361.453 and Section 2, Artrcle
10, Nevada Constitution, and the amount of money necessary for this putpose shall be a frrst
charge against all the revenues received by the County which are legally available to pay the
Bond Requirements of the Bonds.
Aa
AL
RenoV89316.2
Section 502. Priorities for Bonds. The County hereby covenants that in any year in
which the total General Taxes levied against the property in the County by all overlapping units
within the boundaries of the County may exceed the limitations imposed by NRS 361.453, or a
lesser or greater amount fixed by the State Board of Examiners in any fiscal year, and it becomes
necessary by reason thereof to reduce the levies made by any and all such units, the reductions so
made shall be in General Taxes levied by the County for purposes other than the payment of
their bonded indebtedness of the County, including interest thereon. The General Taxes levied
for the payment of such bonded indebtedness and the interest thereon shall always enjoy a
priority over General Taxes levied by each such unit (including, without limitation, the County
and the State) for all other purposes where reduction is necessary in order to comply with the
limitation of NRS 361.453.
Section 503. Correlation of Levies. Such General Taxes shall be levied and collected in
the same manner and at the same time as other General Taxes are levied and collected, and the
proceeds thereof for the Bonds shall be kept by the Treasurer in the General Tax Principal
Account and in the General Tax Interest Account, which shall be used for no other purpose than
the payment of principal of and interest on the Bonds and any other parity securities hereinafter
issued in accordance with Section 913 hereof, respectively, as the same fall due.
Section 504. Use of General Fund. Any sums becoming due on the Bonds at any time
when there are on hand from such tax levy or levies (and any other available moneys)
insufficient funds to pay the same shall be promptly paid when due from general funds on hand
belonging to the County, reimbursement to be made for such general funds in the amounts so
advanced when the Taxes herein provided for have been collected, pursuant to NRS 350.596.
Section 505. Use of Other Funds. Nothing herein prevents the County from applying
any funds (other than General Taxes) that may be available for that purpose to the payment of
such interest or principal as the same mature, including, without limitation, the payment of the
Bond Requirements of the Bonds as provided in Section 606 hereof and elsewhere herein, and
upon such payments, the levy or levies herein provided may thereupon to that extent be
diminished, pursuant to NRS 350.598.
Section 506. Legislative Duties. In accordance with NRS 350.592 and NRS 361 .463, it
shall be the duty of the County annually, at the time and in the manner provided by law for
levying other General Taxes of the County, if such action shall be necessary to effectuate the
43
RenoV893l6.2
provisions of this Ordinance, to ratify and carry out the provisions hereof with reference to the
levy and collection of General Taxes; and the County shall require the officers of the County to
levy, extend and collect such General Taxes in the maruler provided by law for the purpose of
creating funds for the payment of the principal of the Bonds and interest thereon. Such General
Taxes when collected shall be kept for and applied only to the payment of the principal of and
the interest on the Bonds, as hereinbefore provided.
Section 507. Appropriation of General Taxes. In accordance with NRS 350.602, there
is hereby specially appropriated the proceeds of the General Taxes to the payment of such
principal and interest, and such appropriations shall not be repealed nor the General Taxes
postponed or diminished (except as herein otherwise expressly provided) until the principal of
and interest on the Bonds, have been wholly paid.
44
Reno\2893l6.2
ARTICLE VI.
ADMINISTRATION OF AND ACCOI.INTING FOR PLEDGED REVENUES
Section 601. Pledge Securing Bonds. Subject only to the right of the County to cause
amounts to be withdrawn to pay the Cost of the Project as provided herein, the Pledged
Revenues and all moneys and securities paid or to be paid to or held or to be held in any account
under this article or under Section 401 hereof, excluding, however, all amounts held in the
Rebate Account, are hereby pledged to secure the payment of the Bond Requirements of the
Bonds. This pledge shall be valid and binding from and after the date of the first delivery of any
Bonds, and the moneys, as received by the County and hereby pledged, shall immediately be
subject to the lien of this pledge without any physical delivery thereof any filing, or further act.
The lien of this pledge and the obligation to perform the contractual provisions hereby made
shall be: (i) on a parity with the Outstanding 1997 Bonds, if any, and any Outstanding parity
securities hereafter issued, (ii) subordinate to any Outstanding superior securities hereafter
issued, and (iii) superior to any Outstanding subordinate securities hereafter issued. The lien of
this pledge shall be valid and binding as against all parties having claims of any kind in tort,
contract or otherwise against the County (except as herein otherwise provided) irrespective of
whether such parties have notice thereof.
Section 602. Golf Course Fund Degosits. So long as any of the Bonds shall be
Outstanding, as to any Bond Requirements, the Pledged Revenues, upon their receipt from time
to time by the County, shall continue to be set aside and credited immediately to a special fund
hereby created and designated as the "Washoe County, Nevada, Pledged Revenues Golf Course
Fund" (the "Golf Course Fund"). Such Golf Course Fund shall be maintained by the County
Treasurer separate and apart from all other County funds, including the Bond Fund.
Section 603. Administration of Golf Course Fund. So long as any of the Bonds hereby
authorized shall be Outstanding, as to any Bond Requirements, each Fiscal Year the Golf Course
Fund shall be administered, and the moneys on deposit therein shall be applied in the following
order of priority, all as provided in Sections 604 through 610 hereof.
Section 604. Operation & Maintenance Expenses. First, as a charge on the Golf
Course Fund, from time to time there shall be set aside in and credited to a separate account
created hereby, and known as the "Washoe County, Nevada, Golf Course Facilities Operation
and Maintenance Fund") (the "Operation and Maintenance Fund"), moneys sufficient to pay
45
Rcno\289316.2
operation and maintenance expenses as budgeted and approved in accordance with the Budget
Act, and all laws supplemental thereto, as such expenses become due and payable, and thereupon
they shall be promptly paid. Any surplus remaining at the end of the Fiscal Year and not needed
for operation and maintenance expenses shall be used in the same manner as moneys in the Golf
Course Fund are used.
Section 605. Superior Securities. Second, and subject to the aforesaid provisions, from
any moneys remaining in the Golf Course Fund, to pay, when due, the bond requirements of any
outstanding superior securities hereafter issued in accordance with this Ordinance and the
requirements of any reserve fund therefor.
Section 606. Bond Fund Payments. Third, from any moneys remaining in the Golf
Course Fund, the following transfers shall be credited to the Bond Fund:
A. Monthly, commencing on the first of the month following the date of
delivery of the Bonds, an amount in equal monthly installments necessary, together with
any other moneys from time to time available therefor from whatever source, to pay the
next maturing installment of interest on the Bonds, and monthly thereafter, commencing
on each interest payment date, one-sixth of the amount necessary, together with any other
moneys from time to time available therefor and on deposit therein from whatever source,
to pay the next maturing installment of interest on the Bonds then Outstanding.
B. Monthly, commencing on the first of the month following the date of
delivery of the Bonds, an amount in equal monthly installments necessary, together with
any other moneys from time to time available therefor from whatever source, to pay the
next installment of principal of the Bonds coming due at maturity, and monthly
thereafter, commencing on each principal payment date, one-twelfth of the amount
necessary, together with any other moneys from time to time available therefor and on
deposit therein from whatever source, to pay the next installment of principal of the
Bonds coming due at maturity, or subject to mandatory sinking fund redemption, if any.
The moneys credited to the Bond Fund shall be used to pay the Bond Requirements of the Bonds
as the Bond Requirements become due, including any mandatory sinking fund payments, if any.
Section 607. Termination of Deposits and Defraying Delinquencies. No payment need
be made into the Bond Fund, or if the amount in the Bond Fund totals a sum at least equal to the
entire amount of the Outstanding Bonds as to all Bond Requirements, to their respective
46
Reno\2893 I 6.2
maturities, and both accrued and not accrued, in which case moneys in that account in an amount
at least equal to such Bond Requirements shall be used solely to pay such Bond Requirements as
the same become due; and any moneys in excess thereof in those two accounts and any other
moneys derived from the Pledged Revenues may be used in any lawful manner determined by
the County.
Section 608. Rebate Payments. Fourth, and subject to the provisions hereinabove in
this Article, there shall be transferred into the "Washoe County, Nevada, General Obligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds,
Series 2009D, Rebate Account," hereby created, after making in full the monthly deposits
required by Sections 605 and 606, but prior to the transfer of any Pledged Revenues to the
payment of subordinate securities, such amounts as are required to be deposited therein to meet
the County's obligations under the covenant contained in Section 921 hereof, in accordance with
Section 148(0 of the Tax Code. Amounts in the Rebate Account shall be used for the purpose of
making the payments to the United States required by such covenant and Section 148(f) of the
Tax Code. Any amounts in the Rebate Account in excess of those required to be on deposit
therein by Section 921hereof and Section 148(f) of the Tax Code may be withdrawn therefrom
and used for any lawful purpose relating to the Project.
Section 609. Pa)'ment of Additional Securities. Fifth, and subject to the provisions
hereinabove in this Article, and in Article VIII hereof, any moneys remaining in the Golf Course
Fund may be used by the County for the payment of Bond Requirements of additional bonds or
other additional securities payable from the Pledged Revenues and hereafter authorized to be
issued in accordance with Article VIII and any other provisions herein supplemental thereto,
including reasonable reserves for such securities, as the same accrue. The lien of such additional
bonds or other additional securities on the Pledged Revenues and the pledge thereof for the
payment of such additional securities shall be on a parity with or subordinate to the lien and
pledge of the Bonds as herein provided. Payments for bond funds for parity securities shall be
made concurrently with the payments required by Section 606 hereof, but payments for bond
funds for additional subordinate secwities shall be made after the payments required by Sections
604 to 608 hereof.
Section 610. Use of Remaining Revenues. After the payments hereinabove required to
be made in this Article VI are made, any remaining Pledged Revenues in the Golf Course Fund
4l
Reno\2893 16.2
may be used at any time during any Fiscal Year whenever in the Fiscal Year there shall have
been credited to the Bond Fund, to the Rebate Account, and to each other security fund and
reserve fund, if any, for the payment of any other securities payable from the Pledged Revenues,
all amounts required to be deposited in those special accounts for such portion of the Fiscal Year,
as hereinabove provided in this Article, for any one or any combination of lawful purposes, as
the County may from time to time determine, including, without limitation, for golf course
facilities and the creation of capital reserves, the payment of capital costs and maintenance costs
therefor, the payment of any Bond Requirements of any bonds or other securities relating to the
Project, general obligations or special obligations, and regardless of whether the respective
proceedings authorizing or otherwise relating to the issuance of the securities provides for their
payment from Pledged Revenues.
48
Reno9893l6.2
ARTICLE VII.
GEN ERAL ADMINISTRATION
Section 701. Administration of Accounts. The special accounts designated in Articles
IV and VI hereof, except the Escrow Account which shall be administered pursuant to the
provisions of the Escrow Agreement, shall be administered as provided in this Article.
Section 702. Places and Times of Deposits. Each of the special accounts hereinabove
designated in Articles IV and VI hereof, except the Escrow Account, shall be maintained as a
book account and kept separate from all other accounts as a trust account solely for the pu{poses
herein designated therefor, and the moneys accounted for in such special book accounts shall be
deposited in one bank account or more in a commercial bank or commercial banks as determined
and designated by the County (except as otherwise expressly stated herein). Nothing herein
prevents the commingling of moneys accounted for in any two or more book accounts relating to
the Project or any other County accounts in any bank account or any investment in Federal
Securities hereunder. Each bank account shall be continuously secured to the fullest extent
required or permitted by the laws of the State for the securing of public funds and shall be
irrevocable and not withdrawable by anyone for any purpose other than the respective designated
pu{poses. Each periodic payment shall be credited to the proper book account not later than the
date therefor herein designated, except that when any such date shall be a Saturday, a Sunday or
a legal holiday, then the payment shall be made on or before the next preceding secular day.
Notwithstanding any other provision herein to the contrary, moneys sufficient to pay the Bond
Requirements then coming due on the Outstanding Bonds shall be deposited with the Paying
Agent at least on the day of each interest payment date herein designated and, in any event, in
sufficient time to make timely payment of such Bond Requirements.
Section 703. Investment of Moneys. Any moneys in any account designated in Articles
IV and VI hereof, and not needed for immediate use, may be invested or reinvested by the
County Treasurer in any investments permitted under State law, unless the Bonds are insured by
a municipal bond insurance policy, in which case such moneys may be invested or reinvested by
the County Treasurer in any investments permitted by the insurer of the Bonds, if any, which are
also permitted under State law (the "Permitted Securities").
Section 704. Required and Permissive Investments. The County Treasurer shall not
have any obligation to make any investment or reinvestment hereunder, unless any moneys on
49
RenoV893 16.2
hand and accounted for in any one account exceeds $5,000 and at least $5,000 therein will not be
needed for a period of not less than 60 days. In that event the County Treasurer shall invest or
reinvest in Permitted Securities to the extent practicable not less than substantially all the amount
which will not be needed during such 60-day period. The County Treasurer may invest or
reinvest any moneys on hand at any time as provided in Section 703 hereof even though the
County Treasurer is not obligated to do so.
Section 705. Accounting for Investments. The Permitted Securities purchased as an
investment or reinvestment of moneys in any such account shall be deemed at all times to be a
part of the account and held in trust therefor. Except as herein otherwise provided, any interest
or other gain in any account resulting from any such investments and reinvestments in Permitted
Securities shall be credited to that fund, and any loss in any account resulting from any such
investments and reinvestments in Permitted shall be charged or debited to that Fund. No loss or
profit in any account on any investments or reinvestments in Federal Securities or any
certificates of deposit shall be deemed to take place as a result of fluctuations in the market
quotations of the investments, reinvestments or certificates before the sale or maturity thereof. In
the computation of the amount in any account for any purpose hereunder, except as herein
otherwise expressly provided, Permitted Investments shall be valued at the cost thereof
(including any amount paid as accrued interest at the time of purchase of the obligation) and
other bank deposits shall be valued at the amounts deposited, exclusive of any accrued interest or
any other gain to the County until such gain is realized. The expenses of purchase, safekeeping,
sale and all other expenses incident to any investment or reinvestment of moneys pursuant to this
Article shall be accounted for as operation and maintenance expenses of the Golf Course
Facilities and charged to the Operation and Maintenance Fund.
Section 706. Redemption or Sale of Permitted Investments. The County Treasurer
having jurisdiction over moneys designated herein shall present for redemption at maturity or
sale on the prevailing market at the best price obtainable any Permitted Securities so purchased
as an investment or reinvestment of moneys in any account whenever it shall be necessary to do
so in order to provide moneys to meet any withdrawal, payment or transfer from such account.
The County Treasurer and each other officer of the County shall not be liable or responsible for
any loss resulting from any such investment or reinvestment made in accordance with this
Ordinance.
50
Rsno\2893 16.2
Section 707. Character of Funds. The moneys in any account herein authorized shall
consist either of lawful money of the United States or Permitted Securities, or both. Moneys
deposited in a demand or time deposit account in or evidenced by a certificate of deposit of any
commercial bank pursuant to Section 703 hereof, appropriately secured according to the laws of
the State, shall be deemed lawful money of the United States.
Section 708. Accelerated Payments. Nothing contained in Article VI hereof prevents
the accumulation in any account herein designated of any monetary requirements at a faster rate
than the rate or minimum rate provided in Article VI therefor, as the case may be; but no
payment shall be so accelerated if such acceleration shall cause the County to default in the
payment of any obligation of the County relating to the Pledged Revenues or the Golf Course
Facilities. Nothing contained herein, in connection with the Pledged Revenues received in any
Fiscal Year, requires the accumulation in any account for the payment in the Comparable Bond
Year of Bond Requirements due in connection with any series of bonds or other securities
payable from the Pledged Revenues and heretofore, herein or hereafter authorized, in excess of
the Bond Requirements due in the Comparable Bond Year, and of any reserves required to be
accumulated and maintained therefor, and of any existing deficiencies, and payable from such
account, as the case may be, except as may be otherwise provided herein.
Section 709. Payment of Securities Requirements. The moneys credited to any account
designated in Article VI hereof for the payment of the Bond Requirements due in connection
with any series of bonds or other securities payable from the Pledged Revenues and heretofore,
herein or hereafter authorized shall be used, without requisition, voucher, warrant or further
order or authority (other than is contained herein), or any other preliminaries, to pay promptly
the Bond Requirements payable from such account as such bonds or other securities become due,
upon the respective interest payment dates and Redemption Dates, if any, on which the County is
obligated to pay the bonds or other securities, or upon the respective interest payment and
maturity dates of such bonds or other securities, as provided therefor herein or otherwise, except
to the extent any other moneys are available therefor, including, without limitation, moneys
accounted for in the Bond Fund.
Section 710. Payment of Redemption Premiums. Notwithstanding any other provision
herein, this Ordinance requires the accumulation in any account designated in Arlicle VI hereof
for the payment of any series of bonds or other securities payable from the Pledged Revenues of
Reno\2893 I 6.2
amounts sufficient to pay not only the principal thereof and interest thereon payable from such
account but also the prior redemption premiums due in connection therewith, if any, as the same
become due, whenever the County shall have exercised or shall have obligated itself to exercise a
prior redemption option relating thereto, except to the extent provision is otherwise made
therefor, if any prior redemption premium is due in connection therewith. In that event moneys
shall be deposited into such account in due season for the payment of all such Bond
Requirements without default as the same become due.
52
RenoV893l6.2
ARTICLE VIII.
SECURITIES LIENS AND ADDITIONAL SECURITIES
Section 801. Lien of Bonds. The Bonds authorized herein constitute an irrevocable lien
(but not necessarily an exclusive or first lien) upon the Pledged Revenues.
Section 802. Equality of Bonds. The Bonds, the Outstanding 1997 Bonds, and any
parity securities hereafter authorized to be issued and from time to time Outstanding are equally
and ratably secured by a lien on the Pledged Revenues and shall not be entitled to any priority
one over the other in the application of the Pledged Revenues, regardless of the time or times of
the issuance of the Bonds, the Outstanding 1997 Bonds, and any other such securities, it being
the intention of the County that there shall be no priority among the Bonds and any such parity
securities, regardless of the fact that they may be actually issued and delivered at different times.
Section 803. Issuance of Superior or Parity Securities. Nothing herein, subject to the
limitations stated in Section 811 hereof, prevents the issuance by the County of additional bonds
or other additional securities payable from the Pledged Revenues and constituting a lien thereon
superior to or on a parrty with, the lien thereon of the Bonds, nor prevents the issuance of bonds
or other securities refunding all or a part of the Bonds (or funding or refunding any other then
Outstanding securities payable from Pledged Revenues), except as provided in Sections 807
through 81 t hereof; but before any such additional superior bonds or superior securities or other
additional parity bonds or additional parity securities are authorized or actually issued (excluding
any superior refunding securities or parity refunding securities other than any securities
refunding subordinate bonds or other subordinate securities, as permitted in Section 810C
hereof):
A. Absence of Default. At the time of the adoption of the supplemental
instrument authorizing the issuance of the additional securities, the County shall not be in
default in making any payments required by Sections 604, 605, 606 or 608 hereof with
respect to any superior or parity securities.
B. Earnines Test. Except as hereinafter otherwise provided:
(1) the Pledged Revenues derived in the Fiscal Year immediately
preceding the date of the issuance of the additional parity securities shall have
been at least sufficient to pay an amount equal to the combined maximum annual
principal and interest requirements to be paid during any one Fiscal Year of the
53
RenoV893l6.2
Outstanding Bonds and any other Outstanding superior securities or parity
securities of the County and the bonds or other securities proposed to be issued
and the bonds or other securities proposed to be issued; or,
(2) the Pledged Revenues estimated by the Finance Director or an
Independent Accountant to be derived in the later of (a) the first Fiscal Year in
which the additional parity or superior securities are issued or (b) the first year in
which principal or interest are payable on the additional parity or superior
securities from proceeds of the Pledged Revenues, will be sufficient to pay an
amount at least equal to the combined maximum annual principal and interest
requirements to be paid during any one Fiscal Year of the Outstanding Bonds and
any other Outstanding superior securities or parity securities of the County and
the bonds or other securities proposed to be issued.
C. Adiustment of Pledged Revenues. In any computation of such earnings
test as to whether or not additional superior or parity securities may be issued as provided
in subsection B(2) of this Section, the amount of the Pledged Revenues for the next
preceding Fiscal Year shall be decreased and may be increased by the amount of any loss
or gain conservatively estimated by the Finance Director or Independent Accountant
making the computations under this Section, which loss or gain results from (i) the
construction and operation of the project being constructed with the proceeds of the
proposed parity securities, or (ii) any change in any schedule of fees, rates and other
service charges pertaining to the Golf Course Facilities and the Pledged Revenues, during
the next preceding Fiscal Year as if such modified schedule of fees, rates and other
service charges had been in effect during the entire next preceding Fiscal Year, if such
change shall have been made by the Board before the computation of the designated
earnings test but made in the same Fiscal Year as the computation is made or in the next
preceding Fiscal Year. Projected changes in such schedule which have been approved by
the Board may to taken into account in calculating the projected earnings test.
D. Reduction of Annual Requirements. The respective annual Bond
Requirements (including as such a requirement not only the principal of and interest on
the securities but also the amount of any prior redemption premiums due on any
Redemption Date as of which the County shall have exercised or shall have obligated
54
RenoV893l6.2
itself to exercise its prior redemption option by a call of securities for payment) shall be
reduced to the extent such Bond Requirements are scheduled to be paid in each of the
respective Fiscal Years with moneys held in trust or in escrow for that purpose by any
trust bank, including the known minimum yield from any investment in Federal
Securities.
Section 804. Certification of Revenues. A written certification or written opinion by
the Finance Director or an Independent Accountant, based upon estimates thereby as provided in
Section 8038 hereof, that the annual revenues when adjusted as hereinabove provided in Section
803C are sufficient to pay such amounts as provided in Section 8038 hereof, shall be
conclusively presumed to be accurate in determining the right of the County to authorize, issue,
sell and deliver additional bonds or additional securities superior to or on a paity with the
Bonds.
Section 805. Subordinate Securities Permitted. Nothing herein, subject to the
limitations stated herein, prevents the County from issuing additional bonds or other additional
securities payable from the Pledged Revenues having a lien thereon subordinate, inferior and
junior to the lien thereon of the Bonds.
Section 806. Superior Securities Permitted. Nothing herein, subject to the limitations
stated herein, prevents the County from issuing additional bonds or other additional securities
payable from the Pledged Revenues and having a lien thereon prior and superior to the lien
thereon of the Bonds and the Outstanding 1997 Bonds; however, such additional superior bonds
or other additional superior securities shall not be issued as general obligations of the County.
Section 807. Issuance of Refunding Securities. At any time after the Bonds, or any part
thereof, are issued and remain Outstanding, if the County shall find it desirable to refund any
Outstanding Bonds or other Outstanding securities payable from and constituting a lien upon any
Pledged Revenues, such Bonds or other securities, or any part thereof, may be refunded only if
the Bonds or other securities at the time or times of their required surrender for payment shall
then mature or shall be then callable for prior redemption for the purpose of refunding them at
the County's option upon proper call, unless the owner or owners of all such Outstanding Bonds
or other securities consent to such surrender and payment, regardless of whether the priority of
the lien for the payment of the refunding securities on the Pledged Revenues is changed (except
as provided in Sections 806 and 808 through 81 t hereof).
55
Reno\289316.2
Section 808. Partial Refundings. The refunding bonds or other refunding securities so
issued, unless issued as subordinate securities, shall enjoy complete equality of lien with the
portion of any securities of the same issue which is not refunded, if there is any; and the owner or
owners of the refunding securities shall be subrogatedto all of the rights and privileges enjoyed
by the owner or owners of the unrefunded securities of the same issue partially refunded by the
refunding securities.
Section 809. Limilations Upon Retrndir,rgs. Any refunding bonds or other refunding
securities payable from any Pledged Revenues shall be issued with such details as the County
may by instrument provide, subject to the provisions of Section 811 hereof, and subject to the
inclusion of any such rights and privileges designated in Section 808 hereof, but without any
impairment of any contractual obligation imposed upon the County by any proceedings
authorizing the issuance of any unrefunded portion of the Outstanding securities of any one or
more issues (including, without limitation, the Bonds).
Section 810. Protection of Securities Not Refunded. If only a part of the Outstanding
Bonds and other Outstanding securities of any issue or issues payable from the Pledged
Revenues is refunded, then such securities may not be refunded without the consent of the owner
or owners of the unrefunded portion of such securities:
A. Requirpments Not Increased. Unless the refunding securities do not
increase for any Fiscal Year the annual principal and interest requirements evidenced by
the refunding securities and by the Outstanding securities not refunded on and before the
last maturity date or last Redemption Date, if any, whichever is later, if any, of the
unrefunded securities, and unless the lien of any refunding bonds or other refunding
securities on the Pledged Revenues is not raised to a higher priority than the lien thereon
of the bonds or other securities thereby refunded; or
B. Subordinate Lien. Unless the lien on any Pledged Revenues for the
payment of the refunding securities is subordinate to each such lien for the payment of
any securities not refunded; or
C. Default and Earnines Test. Unless the refunding bonds or other refunding
securities are issued in compliance with Section 803 hereof (including subsections A
through D thereof) and Section 804 hereof.
Renot289316.2
Section 811. Supplemental Ordinance. Additional bonds or other additional securities
payable from the Pledged Revenues shall be issued only after authorization thereof by a
supplemental instrument of the County stating the purpose or pu{poses of the issuance of the
additional bonds or other additional securities, directing the application of the proceeds thereof to
such purpose or purposes, directing the execution thereof, and fixing and determining the date,
principal amount, maturity or maturities, designation and numbers thereof, the maximum rate or
rates of interest to be borne thereby, payment dates, any prior redemption privileges of the
County with respect thereto and other provisions thereof not in conflict with this Ordinance. All
additional bonds or other additional securities shall bear such date, shall bear such numbers and
series designation, letters or symbols prefixed to their numbers distinguishing them from each
other security, shall be payable at such place or places at such times, may be subject to
redemption prior to maturity on such terms and conditions, and shall bear interest at such rate or
at such different and varying rates per annum, as may be fixed by instrument or other document
of the County.
57
Iteno\2893 16.2
ARTICLE IX.
MISCELLANEOUS PROTECTIVE COVENANTS
Section 901. Genelal. The County hereby particularly covenants and agrees with the
owners of the Bonds and makes provisions which shall be apart of its contract with such owners
to the effect and with the purposes set forth in the following provisions and sections of this
article.
Section 902. Performance of Duties. The County shall faithfully and punctually
perform or cause to be performed all duties with respect to the Pledged Revenues and the Project
required by the Constitution and laws of the State and the various resolutions, ordinances and
other instruments of the County, including, without limitation, the proper segregation of the
proceeds of the Bonds and the Pledged Revenues and their application from time to time to the
respective accounts provided therefor.
Section 903. Further Assurances. At any and all times the County, except when
otherwise required by law, shall, so far as it may be authorized by law, pass, make, do, execute,
acknowledge, deliver and file or record all and every such further instruments, acts, deeds,
conveyances, assignments, transfers, other documents and assurances as may be necessary or
desirable for the better assuring, conveying, granting, assigning and confirming all and singular
the rights, the Pledged Revenues, and other moneys and accounts hereby pledged or assigned, or
which the County may hereafter become bound to pledge or to assign, or as may be reasonable
and required to carry out the purposes of this Ordinance and to comply with the County Bond
Law, the Bond Act and all laws supplemental thereto. The County shall at all times, to the extent
permitted by law, defend, preserve and protect the pledge of the Pledged Revenues and other
moneys and accounts pledged hereunder and all the rights of every owner of any Bonds against
all claims and demands of all Persons whomsoever.
Section 904. Conditions Precedent. Upon the date of issuance of any Bonds, all
conditions, acts and things required by the Constitution or statutes of the State, including without
limitation, the County Bond Law, the Bond Ac| or this Ordinance, to exist, to have happened,
and to have been performed precedent to or in the issuance of the Bonds shall exist, have
happened, and have been performed; and the Bonds, together with all other obligations of the
County, shall not contravene any debt or other limitation prescribed by the State Constitution or
statutes.
58
RenoU893l6.2
Section 905. Covenant to Perform. The County shall observe and perform all of the
terms and conditions contained in this Ordinance and the County Bond Law, the Bond Act and
all laws supplemental thereto and shall comply with all valid acts, rules, regulations, orders and
directives of any legislative, executive, administrative of judicial body applicable to the Project,
to any such other facilities, or to the County.
Section 906. Protective Security. The County and the officers, agents and employees of
the County shall not take any action in such manner or to such extent as might prejudice the
security for the payment of the Bond Requirements of the Bonds and any other securities payable
from the Pledged Revenues according to the terms thereof. No contract shall be entered into nor
any other action taken by which the rights of any owner of any Bond or other security payable
from the Pledged Revenues might be prejudicially and materially impaired or diminished.
Section 907. Accumulation of Interest Claims. In order to prevent any accumulation of
coupons or claims for interest after maturity, the County shall not directly or indirectly extend or
assent to the extension of the time for the payment of any coupon or claim for interest on any of
the Bonds or any other securities payable from the Pledged Revenues; and the County shall not
directly or indirectly be a party to or approve any arrangements for any such extension or for the
purpose of keeping alive any of such coupons or other claims for interest. If the time for the
payment of any such coupons or of any other such installment of interest shall be extended in
contravention of the foregoing provisions, such coupon or installment or installments of interest
after such extension or anangement shall not be entitled in case of default hereunder to the
benefit or the security of this Ordinance, except upon the prior payment in full of the principal of
all Bonds and any such other securities then Outstanding and of all matured interest on such
securities the payment of which has not been extended.
Section 908. Prompt Payment of Bonds. The County shall promptly pay the Bond
Requirements of every Bond issued hereunder and secured hereby at the places, on the dates, and
in the manner specified herein and in the Bonds according to the true intent and meaning hereof.
Section 909. Use of Bond Fund. The Bond Fund shall be used solely, and the moneys
credited to such account are hereby pledged, for the purpose of paying the Bond Requirements of
the Bonds, subjectto theprovisions concerning surplus moneys in Sections 607,608,609,610
and 1001 hereof.
59
Reno\2893 I 6.2
Section 910. Additional Securities. Any other securities hereafter authorized to be
issued and payable from the Pledged Revenues shall not hereafter be issued, unless the additional
securities are also issued in conformance with the provisions of Articles VI and VIII hereof.
Section9ll. Other Lie+s. Other than as provided herein, there are no liens or
encumbrances of any nature whatsoever on ol against the Project, or any part thereof, or on or
against the Pledged Revenues derived or to be derived.
Section 912. Corporate Existence. The County shall maintain its corporate identity and
existence so long as any of the Bonds remain Outstanding, unless another body corporate and
politic by operation of law succeeds to the powers, privileges, rights, liabilities, disabilities,
duties and immunities of the County and is obligated by law to fix and collect the pledged
Revenues as herein provided without adversely affecting to any substantial degree at any time
the privileges and rights of any owner of any Outstanding Bond.
Section 913. Disposal of Propert)'Permitted. The County, at any time or from time to
time may sell, exchange, lease or otherwise dispose of any property or any interest therein
constituting a part of the Golf Course Facilities which are not necessary to the receipt by the
County of Pledged Revenues in an amount sufficient to meet the County's obligations hereunder.
Section 914. Treasurer's Report. If the County defaults in paying promptly the Bond
Requirements of the Bonds and any other securities payable from the Pledged Revenues as the
same fall due, or in the keeping of any covenants herein contained, and if such default continues
for a period of 60 days, or if the Pledged Revenues in any Fiscal Year fail to equal at least the
amount of the Bond Requirements of the Outstanding Bonds and any other securities (including
all reserves therefor specified in the authorizing proceedings) payable from the pledged
Revenues in the Comparable Bond Year, the County Treasurer shall (i) submit to the Board a
report on such deficiency and a proposal setting forth a plan to produce Pledged Revenues in the
following Fiscal Year sufficient to pay such amounts, to the extent practicable, and (ii) submit to
the Board quarterly reports on the progress made in implementing the plan so long as such
default continues or so long as the Pledged Revenues are less than the amount hereinabove
designated.
Section 915. Budgets.
The County and officials of the County shall annually and at
such other times as may be provided by law prepare and adopt a budget relating to the Golf
Course Facilities.
60
RenoV893l6,2
Section 916. Records. So long as any of the Bonds and any other securities payable
from the Pledged Revenues remain Outstanding, proper books of record and account shall be
kept by the County, separate and apart from all other records and accounts, showing complete
and correct entries of all transactions relating to the Pledged Revenues.
Section 917. Maintenance and Inspection of Records. So long as any of the Bonds
remain Outstanding, proper books of record and account shall be kept by the County, separate
and apart from all other records and accounts, showing complete and correct entries of all
transactions relating to the Golf Course Facilities and to all moneys pertaining thereto, including,
without limitation, the Pledged Revenues.
Section9l8. Rate Maintenance Covenant. The County shall charge against users or
against purchasers of services or commodities pertaining to the Golf Course Facilities such fee,
rates and other charges as shall be sufficient to produce Gross Revenues annually which,
together with any other funds available therefor, will be in each Fiscal Year of the Countv at
least equal to the sum of:
A. an amount equal to the annual Operation and Maintenance Expenses for
such Fiscal Year;
B. an amount equal to the debt service due in such Fiscal Year on the then
Outstanding Bonds and any superior or parity securities; and
C. any other amounts payable from the Net Revenues and pertaining to the
Golf Course Facilities, including, without limitation, any subordinate securities and any
other securities pertaining to the Golf Course Facilities, operation and maintenance
reserves, capital reserves and prior deficiencies pertaining to any account relating to
Gross Revenues.
The foregoing rate maintenance covenant is subject to compliance by the County with
any legislation of the United States or the State or any regulation or other action taken by the
Federal Government or any State agency or public body of the State pursuant to such legislation,
in the exercise of the police power thereof for the public welfare, which legislation, regulation or
action limits or otherwise inhibits the amounts of fees, rates and other charges due to the County
as a result of the operation of the Golf Course Facilities, including, without limitation, increases
in the amounts of such charges. All of such Pledged Revenues shall be subject to distribution to
the payment of the Bond Requirements of all securities payable from the Pledged Revenues,
61
RenoV893l6 2
including reasonable reserves therefor, as herein provided and the payment of expenses of the
Project.
Section 919. Collection of Pledged Revenues. The Board, on behalf of the County,
shall cause the Pledged Revenues, to be collected as soon as reasonable, shall prescribe and
enforce rules and regulations or impose contractual obligations for the payment thereof,
including without limitation, the imposition of penalties for any defaults, to the end that the
Pledged Revenues shall be adequate to meet the requirements of this Ordinance and of any other
instruments supplemental hereto.
Section 920. Continuine Disclosure Undertaking. The County covenants for the benefit
of the holders and beneficial owners of the Bonds to comply with the provisions of the final
Continuing Disclosure Certificate substantially in the form now on frle with the County Clerk, to
be executed by the Finance Director, or in his absence the County Manager, and delivered in
connection with the delivery of the Bonds.
Section 921. Tax Covenant. The County covenants for the benefit of the owners of the
Bonds that it will not take any action or omit to take any action with respect to the Bonds, the
proceeds thereof, any other funds of the County or any project refinanced with the proceeds of
the Bonds if such action or omission (i) would cause the interest on the Bonds to lose its
exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code,
or (ii) would cause interest on the Bonds to lose its exclusion from altemative minimum taxable
income as dehned in Section 55(bX2) of the Tax Code except to the extent such interest is
required to be included in the adjusted current earnings adjustment applicable to corporations
under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income.
The foregoing covenant shall remain in full force and effect notwithstanding the payment in full
or defeasance of the Bonds until the date on which all obligations of the County in fulfilling the
above covenant under the Tax Code have been met.
62
RenoV893l6.2
ARTICLE X.
MISCELLANEOUS
Section 1001. Defeasance. When all Bond Requirements of any Bond have been duly
paid, the pledge and lien and all obligations hereunder as to that Bond shall thereby be
discharged and the Bond shall no longer be deemed to be Outstanding within the meaning of this
Ordinance. There shall be deemed to be due payment of any Outstanding Bond or other security
when the County has placed in escrow or in trust with a trust bank located within or without the
State, an amount sufficient (including the known minimum yield available for such purpose from
Federal Securities in which such amount wholly or in part may be initially invested) to meet all
Bond Requirements of the Bond or other security, as the same become due to the final maturities
of the Bonds or other securities, or upon any Redemption Date as of which the County shall have
exercised or shall have obligated itself to exercise its prior redemption option by a call of the
Bond or other securities for payment then. The Federal Securities shall become due before the
respective times on which the proceeds thereof shall be needed, in accordance with a schedule
established and agreed upon between the County and the bank at the time of the creation of the
escrow or trust, or the Federal Securities shall be subject to redemption at the option of the
owners thereof to assure availability as so needed to meet the schedule. For the purpose of this
section "Federal Securities" shall include only Federal Securities which are not callable for
redemption prior to their maturities except at the option of the owner thereof.
Section 1002. Delegated Powers. The Chairman of the Board, the County Clerk, County
Treasurer and the Finance Director, and other officers and agents of the County are hereby
authorized and directed to take all action necessary or appropriate to effectuate the provisions of
this Ordinance, including, without limitation:
A. Printing Bonds. The printing of the Bonds, including, without limitation,
the printing on each Bond of a certified true copy of bond counsel's approving opinion
and, if requested by the Purchaser, a statement of insurance, if applicable, pertaining to
the Bonds; and
B. Financial Information. The assembly and dissemination of financial and
other information concerning the County and the Bonds.
C. Final Certificates- The execution of such certificates as may be reasonably
required by the Purchaser, relating, inter alia, to
63
Reno\2893 16.2
(1) The signing of the Bonds;
(2) The tenure and identity of the officials of the County;
(3) The assessed valuation of the taxable property in and the
indebtedness of the County;
(4) The rate of ad valorem taxes levied against taxable property in the
Countv:
(s) The exemption of interest on the Bonds from federal income
taxation;
(6) The delivery of the Bonds and the receipt of the bond purchase
pnce;
(7) If it is in accordance with fact, the absence of litigation, pending or
threatened, affecting the validity of the Bonds;
(8) The accuracy and completeness of any information provided in
connection with the Bonds, including information contained in the Official
Statement for the Bonds: and
(9) the execution of the Certificate of the Finance Director, the Escrow
Agreement, the Continuing Disclosure Certificate and The Depository Trust
Company Letter of Representations conceming the Bonds; the printing,
distribution and execution of the Official Statement for the Bonds in substantially
the form of the Official Statement now before the Board, but with such
amendments, additions and deletions as are in accordance with the facts and not
inconsistent herewith and as contemplated by the Certificate of the Finance
Director; the execution of appropriate agreements with the Escrow Bank, the
Registrar and the Paying Agent as to their services hereunder.
Section 1003. Statute of Limitations. No action or suit based upon the Bonds or other
obligation of the County shall be commenced after it is barred by any statute of limitations
relating thereto. Any trust or fiduciary relationship between the County and the owner of any
Bonds or other obligee regarding any such other obligation shall be conclusively presumed to
have been repudiated on the maturity date or other due date thereof unless the Bonds are
presented for payment or demand for payment of any such other obligation is otherwise made
before the expiration of the applicable limitation period. Any moneys from whatever source
64
l{eno\2893 | 6.2
derived remaining in any account reserved, pledged or otherwise held for the payment of any
such obligation, action or suit for the collection of which has been barred, shall revert to the Golf
Course Fund, unless the County shall otherwise provide by instrurnent of the County. Nothing
herein prevents the payment of any such obligation after any action or suit for its collection has
been barred if the County deems it in the best interests of the public to do so and orders such
payment to be made.
Section 1004. Evidenqe of Ownership. Any request, consent or other instrument which
this Ordinance may require or may permit to be signed and to be executed by the owner of any
Bonds or other securities may be in one or more instruments of similar tenor and shall be signed
or shall be executed by each such owner in person or by his or her attorney appointed in writing.
Proof of the execution of any such instrument or of an instrument appointing any such attorney,
or the holding by any Person of the securities, shall be sufficient for any purpose of this
Ordinance (except as otherwise herein expressly provided) if made in the following manner, but
the County may, nevertheless, in its discretion require further or other proof in cases when it
deems the same desirable:
Section 1005. Proof of Execution. The fact and the date of the execution by any owner
of any Bonds or other securities or his or her attorney of such instrument may be provided by the
certificate, which need not be acknowledged or verified, of an officer of a bank or trust company
satisfactory to the Paying Agent and Registrar or of and notary public or other officer authorized
to take acknowledgments of deeds to be recorded in the state in which he purports to act, that the
individual signing such request or other instrument acknowledged to him the execution thereof,
or by an affidavit of a witness of such execution, duly swom to before the notary public or other
offrcer; the authority of the individual or individuals executing any such instrument on behalf of
a corporate owner of any securities may be established without further proof if the instrument is
signed by an individual purporting to be the president or a vice president of the corporation with
a corporate seal affixed and attested by an individual purporting to be its secretary or an assistant
secretary; and the authority of any Person or Persons executing any such instrument in any
fiduciary or representative capacity may be established without further proof if the instrument is
signed by a Person or Persons purporting to act in such fiduciary or representative capacity; and
Section 1006. Proof of Ownership. The ownership of any of the Bonds or other
securities held by any Persons executing any instrument as a holder of securities, and the
65
RenoV893l6.2
numbers, date and other identification thereof, together with the date of his or her holding the
securities, shall be proved by the registration records of the County kept by the Registrar.
Section 1007. Warrantv upon Issuancg of Bonds. Any Bonds authorized as herein
provided, when duly executed and delivered for the purpose provided for in this Ordinance shall
constitute a warranty by and on behalf of the County for the benefit of each and every future
holder of any of the Bonds that the Bonds have been issued for a valuable consideration in full
conformity with law.
Section 1008. Immunities of PUrchaser. The Purchaser and any associate thereof are
under no obligation to any holder of the Bonds for any action that they may or may not take or in
respect of anything that they may or may not do by reason of any information contained in any
reports or other documents received by them under the provisions of this Ordinance. The
immunities and exemptions from liability of the Purchaser and any associate thereof hereunder
extend to their partners, directors, successors, employees and agents.
Section 1009. Police Power. Nothing herein prohibits or otherwise limits or inhibits the
exercise by the Federal Government, the State, any agency thereof or any public body thereof,
including, without limitation, the County, of the police power, i.e., essential governmental
powers for the public welfare. The provisions hereof are subject to any proper exercise hereafter
of the police power thereby. The County cannot contract away the police power thereof nor limit
or inhibit by contract the proper exercise of the police power thereby, and this Ordinance does
not purport to do so.
Section 1010. Replacement of Registrar or Payine Agent. If the Registrar or Paying
Agent initially appointed hereunder shall resign, or if the County shall reasonably determine that
the Registrar or Paying Agent has become incapable of performing its duties hereunder, the
County may, upon notice mailed to each owner of any Bond at his or her address last shown on
the registration records, appoint a successor Registrar or Paying Agent or both. Every such
successor Registrar or Paying Agent shall be a trust bank. It shall not be required that the same
institution serve as both Registrar and Paying Agent hereunder, but the County shall have the
right to have the same institution serve as both Registrar and Paying Agent hereunder. No
resignation or dismissal of the Registrar or the Paying Agent may take effect until a successor is
appointed. It shall not be required that the same person or institution serve as both Registrar and
Paying Agent hereunder, but the County shall have the right to have the same person or
66
RenoV893l6.2
institution serve as both Registrar and Paying Agent. Any successor by merger with the
Registrar and Paying Agent is automatically appointed as Registrar and Paying Agent hereunder
without any further action of the Board, as long as the successor otherwise is qualified to act as
Registrar and Paying Agent pursuant to this section. Any bank, trust company or national
banking association into which the Registrar and/or Paying Agent or its successor may be
converted, merged or with which it may be consolidated, or to which it may sell or otherwise
transfer all or substantially all of its corporate trust business shall be the successor of the
Registrar and/or Paying Agent under this Ordinance with the same rights, powers, duties and
obligations and subject to the same restrictions, limitations, and liabilities as its predecessor, all
without the execution or filing of any papers or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding.
67
Reno9893l6.2
ARTICLE XI.
PRIVILEGES, RIGHTS AND REMEDIES
Section 1101. Bondowner's Remedies. Each owner of any Bond issued hereunder shall
be entitled to all of the privileges, rights and remedies provided or permitted in the County Bond
Law and the Bond Act, and as otherwise provided or permitted by law or in equity or by other
statutes, except as provided in Sections 207 through 21 I hereof, but subject to the provisions
herein concerning the pledge of and the covenants and the other contractual provisions
concerning the Pledged Revenues and the proceeds of the Bonds.
Section 1102. Righ! to Enforce Paliment. Nothing in this article affects or impairs the
right of any owner of any Bond to enforce the payment of the Bond Requirements due in
connection with his Bond or the obligation of the County to pay the Bond Requirements of each
Bond to the owner thereof at the time and the place expressed in the Bond.
Section 1103. Events of Default. Each of the followins events is herebv declared an
"event of default":
A. Nqnpayment of Principal and Premium. Payment of the principal of any
of the Bonds, or any prior redemption premium due in connection therewith, or both, is not made
when the same becomes due and payable, at maturity, or on the mandatory redemption dates if
any, or by proceedings for optional prior redemption, or otherwise;
B. Nonpayment of Interest. Payment of any installment of interest on the
Bonds is not made when the same becomes due and payable;
C. Incapable to Perform. The County for any reason is rendered incapable of
fulfilling its obligations hereunder;
D. Nonperformance of Duties. The County fails to cary out and to perform
(or in good faith to begin the performance of) all acts and things lawfully required to be
carried out or to be performed by it under any contract relating to the Pledged Revenues,
or otherwise, including, without limitation, this Ordinance, and such failure continues for
60 days after receipt of notice from the owners of a majority in principal amount of the
Bonds then Outstanding or the insurer of the Bonds, if any;
E. Appointment of Receiver. An order or decree is entered by a court of
competent jurisdiction with the consent or acquiescence of the County appointing a
receiver or receivers for the Pledged Revenues and any other moneys subject to the lien
68
RenoV893l6.2
to secure the payment of the Bonds, or if an order or decree having been entered without
the consent or acquiescence of the County is not vacated or discharged or stayed on
appeal within 60 days after entry; and
F. Default of An)' Provision. The County makes any default in the due and
punctual performance of any other of the representations, covenants, conditions,
agreements and other provisions contained in the Bonds or in this Ordinance on its part to
be performed, and if the default continues for 60 days after written notice specifying the
default and requiring the same to be remedied is given to the County by the owners of a
majority in principal amount of the Bonds then Outstanding or the insurer of the Bonds, if
any.
Section I 104. Remedies for Default. Upon the happening and continuance of any of the
events of default, as provided in Section I 103 hereof, then and in every case the owner or owners
or not less than a majority in principal amount of the Bonds then Outstanding or the insurer of
the Bonds, if any, including, without limitation, a trustee or trustees therefor, may proceed
against the County and its agents, officers and employees to protect and to enforce the rights of
any owner of Bonds under this Ordinance by mandamus or by other suit, action or special
proceedings in equity or at law, in any court of competent jurisdiction, either for the appointment
of a receiver or for the specific performance of any covenant or agreement contained herein or in
an award of execution of any power herein granted for the enforcement of any proper, legal or
equitable remedy as the owner or owners may deem most effectual to protect and to enforce the
rights aforesaid, or thereby to enjoin any act or thing which may be unlawful or in violation of
any right of any owner of any Bond, or to require the County to act as it if were the trustee of an
express trust, or any combination of such remedies. All proceedings at law or in equity shall be
instituted, had and maintained for the equal benefit of all owners of the Bonds and any parity
securities then Outstanding.
Section1105. Receiver's Riehts and Privileges. Any receiver appointed in any
proceedings to protect the rights of owners hereunder, the consent to any such appointment being
hereby expressly granted by the County, receive and apply all Pledged Revenues arising after the
appointment of the receiver in the same manner as the County itself might do.
Section 1106. Riehts and Privileges Cumulative. The failure of any owner of any
Outstanding bond to proceed in any manner herein provided shall not relieve the County or any
69
RenoV893l6.2
officers, agents or employees thereof of any liability for failure to perform or caffy out any duty,
obligation or other commitment. Each right or privilege of any owner (or trustee thereof) is in
addition and is cumulative to any other right or privilege, and the exercise of any right or
privilege by or on behalf of any owner shall not be deemed a waiver of any other right or
privilege thereof.
Section 1 107. Dutigs upon Defaults. Upon the happening of any of the events of default
as provided in Section 1103 hereof, the County, in addition, shall do and perform all proper acts
on behalf of and for the owners of the Bonds to protect and to preserve the security created for
the payment of their Bonds and to insure the payment of the Bond Requirements promptly as the
same become due. During any period of default, so long as any of the Bonds issued hereunder, as
to any Bond Require-ments, are Outstanding, except to the extent it may be unlawful to do so,
all Pledged Revenues shall be paid into the Bond Fund, or, in the event of securities heretofore
and hereafter issued and Outstanding during that period of time on a parity with the Bonds, shall
be paid into the bond accounts for all parity securities on an equitable and prorated basis, and
used for the purposes therein provided. If the County fails or refuses to proceed as in this
Section provided, the owner or owners of not less than a majority in principal amount of the
Bonds then Outstanding or the insurer of the Bonds, if any, after demand in writing, ffioy proceed
to protect and to enforce the rights of the owners of the Bonds as hereinabove provided; and to
that end any such owners of Outstanding Bonds shall be subrogated to all rights of the County
under any agreement, lease or other contract the Pledged Revenues entered into before the
effective date of this Ordinance or thereafter while any of the Bonds are Outstanding.
Section 1108. Prejudicial Action Unnecessary. Nothing in this article requires the
County to proceed as provided therein if the County determines in good faith and without any
gross abuse of its discretion that if the County so proceeds it is more likely than not to incur a net
loss rather than a net gain, or the action is otherwise likely to affect materially and preju-dicially
the owners of the outstanding Bonds and any outstanding parity securities.
70
RenoV893l6.2
ARTICLE XII.
AMENDMENT OF INSTRUMENT
Section 1201. Privilese of Amendments. This Ordinance may be amended or
supplemented by instruments adopted by the County in accordance with the laws of the State,
without receipt by the County of any additional consideration, and without notice to or the
consent of the owners of any of the Bonds for any one or more of the following purposes:
A. To cure any ambiguity, or to cure, correct or supplement any defect or
inconsistent provision contained in this Ordinance, or to make any provisions with
respect to matters arising under this Ordinance or for any other purpose if such provisions
are necessary or desirable and do not materially adversely affect the interests of the
owners of the Bonds; or
B. To subject to this Ordinance additional revenues, properties or collateral
as security for the Bonds.
In addition, this Ordinance may be amended for other purposes with the written
consent of the owners of a majority in aggregate principal amount of the Bonds authorized by
this Ordinance and Outstanding at the time of the adoption of the amendatory or supplemental
instrument, excluding, pursuant to paragraph (4) of Section l02B hereof, any Bonds which may
then be held or owned for the account of the County, but including such refunding securities as
may be issued for the pu{pose of refunding any of the Bonds if the refunding securities are not
owned by the County.
Section 1202. Limitations upon Amendments. No such instrument shall permit without
the written consent of all owners of the Bonds adversely and materiallv affected therebv:
A. Changing Payment. A change in the maturity or in the terms of
redemption of the principal of any Outstanding Bond or any installment of interest
thereon; or
B. A reduction in the principal amount of any Bond, the
Reducing Return.
rate of interest thereon, or any prior redemption premium payable in connection
therewith, without the consent of the owner of the Bond; or
C. Prior Lien. The creation of a lien upon or a pledge of revenues ranking
prior to the lien or to the pledge created by this Ordinance; or
7I
Reno\2893 I 6.2
D. Modifying Any Bond. A reduction of the percentages or otherwise
affecting the description of Bonds the consent of the owners of which is required for any
modification or amendment; or
E. Priprities between Bonds. The establishment of priorities as between
Bonds issued and Outstanding under the provisions of this Ordinance; or
F. Partial Modification. The modifications of or otherwise materially and
prejudicially affecting the rights or privileges of the owners of less than all of the Bonds
then Outstanding.
Section 1203. Notice of Aqendment. Whenever the County proposes to amend or
modify this Ordinance under the provisions of this Article, it shall cause notice of the proposed
amendment to be given not later than 30 days prior to the date of the proposed enactment of the
amendment by mailing to each:
A. The Paying Agent;
B. The Registrar;
C. The owner of each of the Bonds Outstanding.
The notice shall briefly set forth the nature of the proposed amendment and shall state that a
copy of the proposed amendatory instrument is on file in the office of the County Clerk for
public inspection.
Section 1204. Time for Amendment. Whenever there shall be filed in the office of the
Clerk an instrument or instruments executed by the owners of at least a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to
the proposed amendatory instrument described in the notice and shall specifically consent to and
approve the adoption of the instrument, thereupon, but not otherwise, the County may adopt the
amendatory instrument and the instrument shall become effective.
Section 1205. Binding Consent to Amendment. If the owners of at least a majority in
aggregate principal amount of the Bonds Outstanding, at the time of the adoption of the
amendatory instrument, or the predecessors in title of such owners shall have consented to and
approved the adoption thereof as herein provided, no owner of any Bond, whether or not the
owner shall have consented to or shall have revoked any consent as in this article provided, shall
have any right or interest to object to the adoption of the amendatory instrument or to object to
72
RenoV893l6.2
any of the terms or provisions therein contained or to the operation thereof or to enjoin the
County from taking any action pursuant to the provisions thereof.
Section 1206. Time Consent Bindine. Atry consent given by the owner of a Bond
pursuant to the provisions of this Article shall be irrevocable for a period of 6 months from the
date of the mailing of the notice above provided for in Section 1203 hereof, and shall be
conclusive and binding upon all future owners of the same Bond during that period. The consent
may be revoked at any time after 6 months from the date of the mailing of the notice by the
owner who gave the consent or by a successor in title by filing notice of the revocation with the
Clerk, but the revocation shall not be effective if the owners of a majority in aggregate principal
amount of the Bonds Outstanding, before the attempted revocation, consented to and approved
the amendatory instrument referred to in the revocation.
Section 1207. Unanimous Consent. Notwithstanding anything contained in the
foregoing provisions of this Article, the terms and the provisions of this Ordinance or of any
instrument amendatory hereof or supplemental hereto and the rights and the obligations of the
County and of the owners of the Bonds hereunder may be modified or amended in any respect
upon the adoption by the County and upon the filing with the Clerk of an instrument to that
effect and with the consent of the owners of all the then Outstanding Bonds, the consent to be
given as provided in Section 1004 hereof; and no notice to owners of Bonds shall be required as
provided in Section 1203 hereof, nor shall the time of consent be limited except as may be
provided in the consent.
Section 1208. Exclqsion of County's Bonds. At the time of any consent or of other
action taken under this Article, the County shall furnish to the Clerk a certificate of the County
Treasurer, upon which the County may rely, describing all Bonds to be excluded, for the purpose
of consent or of other action or of any calculation of Outstanding Bonds provided for in this
Article, and the County shall not be entitled with respect to such Bonds to give any consent or to
take any other action provided for in this Article, pursuant to paragraph (a) of Section 1028
hereof.
Section 1209. Notation on Bonds. Bonds authenticated and delivered after the effective
date of any action taken as in this Article provided may bear a notation by endorsement or
otherwise in form approved by the County as to the action; and if any Bond so authenticated and
delivered shall bear such notation, then upon demand of the owner of any Bond Outstanding at
t5
RenoV893l6.2
such effective date and upon presentation of his or her Bond for the purpose at the principal
office of the County Clerk, suitable notation shall be made on the Bond by the County Clerk as
to any such action. If the County so determines, new Bonds so modified as in the opinion of the
County to conform to such action shall be prepared, authenticated and delivered; and upon
demand of the owner of any Bond then Outstanding, shall be exchanged without cost to the
owner for Bonds then Outstanding upon surrender of the Bonds.
Section 1210. Emergency. The Board has expressed in the preambles of this Ordinance
that it pertainsto the sale, issuance and payment of the Bond, that this Ordinance may
accordingly be adopted as if an emergency now exists, and may become effective at any time
when an emergency ordinance of the County may go into effect. Consequently, pursuant to NRS
350.579 final action shall be taken immediately, and this Ordinance shall be in effect from and
after its publication by title as herein provided.
Section 1211. Publication and Effective Date. After this Ordinance is signed by the
Chairman and attested and sealed by the Clerk, this Ordinance shall be in effect from and after its
publication twice by its title only, together with the names of the Commissioners voting for or
against its passage and a statement that typewritten copies of this Ordinance are available for
inspection by all interested parties at the office of the County Clerk, such publication to be made
in a newspaper published and having a general circulation in the County at least once a week for
a period of two weeks, and such publication to be in substantially the following form:
74
Reno9893l6.2
(Form of Publication)
BILL NO.
ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE BY
WASHOE COUNTY, NEVADA OF ITS ('WASHOE
COUNTY, NEVADA, GENERAL OBLIGATION (LIMITED
TAX) (ADDITIONALLY SECURED BY PLEDGED
REVENUES) GOLF COURSE REFUNDING BONDS,
SERIES 2OO9D" FOR THE PURPOSE OF RE,FUNDING
CERTAIN OUTSTANDING BONDS; PROVIDING THE
FORM, TERMS AND CONDITIONS OF THE BONDS;
SECURING THEIR PAYMENT BY A PLEDGE OF THE
NET REVENUES OF THE GOLF COURSE FACILITIES TO
BE FINANCED WITH THE PROCEEDS OF THE BONDS;
PROVIDING OTHER MATTERS RELATING THERETO;
PROVIDING FOR ADOPTION AS IF AN EMERGENCY
NOW EXISTS.
PUBLIC NOTICE IS HEREBY GIVEN, that an adequate number of
typewritten copies of the above-numbered and entitled Ordinance are available for public
inspection and distribution at the offrce of the County Clerk of Washoe County, at her office in
the County Courthouse, 75 Court Street, Reno, Nevada, and that such Ordinance was proposed
by Commissioner on February 24,2009, and was passed and adopted at
a regular meeting held on February 24, 2009, by the following vote of the Board of County
Commissioners:
Those Voting Aye: John Breternitz
David E. Humke
Kitty Jung
Robert M. Larkin
Bonnie Weber
Those Voting Nay:
Those Absent:
Those Abstaining:
75
Reno\2893 I 6.2
This Ordinance shall be in full force and effect from and after
2009, i.e., the date of the second publication of such ordinance by its title only.
IN WITNESS WHEREOF, the Board of County Commissioners of Washoe
County, Nevada, has caused this Ordinance to be published by title only.
DATED this Februarv 24.2009.
lsl David E. Humke
Chairman
Board of County Commissioners
Washoe County, Nevada
(sEAL)
Attest:
isl Amy Harvey
County Clerk
(End of Form of Publication)
76
Reno\2893 I 6.2
Section 1212. Proof of Ordinances and Bonds. The fact and date of execution of any
instrument under the provisions of this Article, the amount and number of the Bonds held by any
Person executing the instrument, and the date of his holding the same may be proved as provided
by Section 1004 hereof.
PASSED AND ADOPTED BY AN AFFIRMATIVE VOTE OF AT LEAST
TWO-THIRDS OF THE MEMBERS OF THE BOARD OF COUNTY
COMMISSIONERS OF WASHOE COUNTY, NEVADA, THIS February 24,2009.
Proposed on February 24,2009.
Proposed by Commissioner
Passed February 24, 2009.
Vote:
Ayes: John Breternitz
David E. Humke
Kitty Jung
Robert M. Larkin
Bonnie Weber
Nays:
Absent:
Abstaining:
Chairman
(sEAL) Board of County Commissioners
Washoe County, Nevada
Attest:
County Clerk
This Ordinance shall be in force and effect from and after the day of the month of
of the year 2009, the date of the second publication of such ordinance by its
title only.
77
RenoV89316.2
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
I, Amy Harvey, am the duly chosen, qualified and acting Clerk of Washoe County
(the "County"), in the State of Nevada and do hereby certify:
1. The foregoing pages are a true, correct and compared copy of an
ordinance adopted by Board of County Commissioners (the "Board") of the County at a meeting
held on February 24,2009 (the "Ordinance").
2. The members of the Board voted on the Ordinance as follows:
Those Voting Aye: John Bretemitz
David Humke
Kitty Jung
Robert M. Larkin
Bonnie Weber
Those Voting Nay:
Those Absent:
3. The original of the Ordinance has been approved and authenticated by the
signatures of the Chairman of the Board and myself as County Clerk and has been recorded in
the minute book of the Board kept for that purpose in my office, which record has been duly
signed by the officers and properly sealed.
4. After adoption, the Ordinance was published twice by title and an affidavit
of publication is attached hereto as Exhibit B.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the County this 2009.
Cor
Washoe Countv. Nevada
(sEAL)
78
RenoV893l6.2
The undersigned does hereby certify:
1. All members of the Board were given due and proper notice of the meeting
held on February 24,2009.
2. Public notice of such meeting was given and such meeting was held and
conducted in full compliance with the provisions of NRS 241.020. A copy of the notice of
meeting and excerpts from the agenda for the meeting relating to the Ordinance, as posted not
later than 9:00 a.m. on the third working day prior to the meeting, on the County's website, and
at the following locations:
(D Washoe County Administration Complex
1001 EastNinth Street, Bldg. A
Reno, Nevada
(ii) Washoe County Courthouse-Clerk's Office
Virginia and Court Streets
Reno, Nevada
(iii) Washoe County Central Library
301 South Center Street
Reno, Nevada
(iv) Sparks Justice Court
630 Greenbrae Drive
Sparks, Nevada
is attached as Exhibit A.
3. Prior to 9:00 a.m. at least 3 working days before such meeting, such notice
was mailed to each person, if any, who has requested notice of meetings of the Board in
compliance with NRS 241.020(3)(b) by United States Mail, or if feasible and agreed to by the
requestor, by electronic mail.
IN WITNESS WHEREOF, I have hereunto set my hand this Februarv 24.2009.
County Manager (or representative thereof)
Washoe County, Nevada
79
RenoV89316.2
EXHIBIT A
(ATTACH COPY OF NOTICE OF MEETTNG)
80
Reno9893l6.2
EXHIBIT B
(ATTACH AFFIDAVIT OF PUBLICATION)
WASHOE COUNTY, NEVADA
GENERAL OBLIGATION (LIMITED TAX)
(ADDITIONALLY SECURED BY PLEDGED REVENUES)
GOLF COURSE REFUNDING BONDS
SERIES 2OO9D
ESCROW AGREEMENT
DATED as of I L2009 between the WASHOE COUNTY, NEVADA (the
"County"), a political subdivision duly organi zed and created under the laws of the State ofNevada (the
"State"), and U.S. Bank, National Association, a bank having and exercising full and complete trust
powers, duly organized and existing under the laws ofthe United States of America, being a member of
the Federal Deposit Insurance Corporation and the Federal Reserve System (the o'Escrow Bank',).
WHEREAS, the County is duly organized and existing under the laws of the State and
its officers from time to time have been duly chosen and qualified; and
WHEREAS, pursuant to proceedings duly taken, the County has heretofore issued its
"Washoe County, Nevada, General Obligation (Limited Tax) (Additionally Secured by pledged
Revenues) Golf Course Bonds, Series 1997" (the "1997 Bonds") in the original aggregate principal
amount of $3,000,000, bearing interest and payable on the first days of March and September of each
year. The outstanding 1997 Bonds mature at the designated rates, in the designated amounts and on the
designated dates as follows:
Dates Principal Interest Rate
Maturing Maturing (Per Annum)
0910v2009 $ 155,000 5.0s%
09/0t/2010 160,000 5.05
09/0r/2011 170,000 5.15
0910U20r2 190,000 5.20
0910112017 1,055,000 5.40
WHEREAS, the 1997 Bonds maturing on and after September 1,2008 are subject
to redemption prior to their respective maturities on and after September 1, 2007 inwhole and in part at
any time from such maturities as are selected by the County and by lot within a maturity at a price equal
to the principal amount of each 1997 Bond, or portion thereof, so redeemed, plus accrued interest
thereon to the redemption date; and
WHEREAS, the 1997 Bonds maturing on and after September l, 20[_] (the
"Refirnded Bonds") will be called for prior redemption on April 30, 2009; and
RENO\289464. I
ob,igation(Li-it"d1llX.ll;":il#.T':'.:":l*"::ffi ::::,*-*;ffi :
Series 2009D" (the "2009D Bonds") in the aggregate principal amount of $l l; the 2009D
Bonds to be issued for the purpose of paying, together with other available moneys, the principal of,
interest on and any redemption premium due in connection with the Refunded Bonds (the "Refunded
Bond Requirements"), as set forth in the certified public accountants' report attached as Exhibit 1 to this
Escrow Agreement and paying costs incidental thereto; and
WHEREAS, the 2009D Bonds are issued pursuant to an ordinance adopted by the
Board of County Commissioners (the "Board") on February 24,2009 (the "2009D Bond Ordinance");
and
WHEREAS, the 2009D Bonds were sold subject to the approving opinion of the
County's bond counsel, Swendseid & Stern, a member in Sherman & Howard LLC ("bond counsel");
and
WHEREAS, the County, by the 2009D Bond Ordinance, among other matters:
A. Created the Escrow Account (as defined below) to be maintained
by the Escrow Bank;
B. Provided for the deposit in the Escrow Account of a portion of the
net proceeds of the 2009D Bonds (other than the portion thereof to be used to defray administrative and
issuance expenses and other than any accrued interest paid on their delivery) and other moneys in an
aggregate amount fully suffrcient, together with the known minimum yield from the investment of such
moneys in bills, certificates of indebtedness, notes, bonds, or similar securities which are direct
obligations of the United States, which obligations are not callable at the option of the issuer thereof
("Federal Securities"), to pay the Refunded Bond Requirements as set forth therein and herein;
C. Provided for the purchase of the Federal Securities with such
moneys credited to the Escrow Account, other than such initial cash balance remaining uninvested (as
defined below); and
D. Authorized the completion and execution of this Escrow
Agreement; and
WHEREAS, a copy of the 2009D Bond Ordinance has been delivered to the Escrow
Bank and the provisions therein set forth are herein incorporated by reference as if set forth herein
verbatim in full; and
RENO\289464. l
WHEREAS, the Federal Securities described in Exhibit I to this EscrowAgreement
have appropriate maturities and yields to provide funds sufficient for, together with the initial cash, if
any, the payment of the Refunded Bond Requirements; and
WHEREAS, a schedule of receipts from such Federal Securities and a schedule of
payments and disbursements in the certified public accountant's report attached as Exhibit I to this
Escrow Agreement demonstrate the sufficiency of the Federal Securities and initial cash for such
purpose; and
WHEREAS, the Escrow Bank is empowered to undertake the obligations and
commitments on its part herein set forth and the undersigned offrcers of the Escrow Bank are duly
authorized to execute and deliver this Escrow Agreement in the Escrow Bank's name and on its behalf:
and
\
WHEREAS, the county is empowered to undertake the obligations and
commitments on its part herein set forth and the undersigned officers of the County are duly authorized
to execute and deliver this Escrow Agreement in the County's name and on its behalf.
NOW, THEREFORE, THIS ESCROW AGREEMENT WITNESSETH:
Section 1. That in consideration of the mutual agreements herein contained, and
in order to secure the payment of the Refunded Bond Requirements, the parties hereto mutually
undertake, promise and agree for themselves, their respective representatives, successors and assigns, as
follows:
Section 2 Creation of Escrow.
A. Simultaneously with the delivery of the 2009D Bonds and subject
to their issuance, the County, with $t t of the 2009D Bond proceeds, shall purchase (to the
extent not heretofore purchased) the Federal Securities described in Exhibit I to this Escrow Agreement
(the "Initial Federal Securities") and shall cause the Initial Federal Securities and an initial cash balance
of$[ ] (the "initial cash") to be credited to and accounted for in a separate trust account
designated as the "Washoe County, Nevada, General Obligation (Limited Tax) (Additionally Secured by
Pledged Revenues) Golf Course Refunding Bonds, Series 2009D, Escrow Account" (the "Escrow
Account"). Receipt of $[ ] from the 2009D Bond proceeds by the Escrow Bank to be
applied as provided herein is hereby acknowledged.
B. Other Federal Securities may be substituted for any Initial Federal
Securities if such Initial Federal Securities are unavailable for purchase at the time of issuance of the
RENOU89464. r
2009D Bonds or if such substitution is required or permitted by Section 148 of the Internal Revenue
Code of 1986, as amended (the "Tax Code"), and the applicable regulations thereunder, subject in any
case to sufficiency demonstrations and yieldproofs in a certified public accountant's report, subjectto a
favorable opinion of the County's bond counsel as to the legality of any such substitution, and the
continued exclusion of interest on the 2009D Bonds from gross income for federal income tax purposes
(except certain alternative minimum taxes described in bond counsel's opinion) and in any event in such
a manner so as not to increase the price which the County pays for the initial acquisition of Federal
Securities for the Escrow Account. The certified public accountant's report must indicate that the
receipts from the substitute secirities are sufficient without any need for reinvestment to fully pay the
principal of, interest on and any prior redemption premiums due in connection with the Refunded
Bonds. Any Federal Securities temporarily substituted may be withdrawn from the Escrow Account
when the Initial Federal Securities are purchased and credited to the Escrow Account. Similarly any
temporary advancement of moneys to the Escrow Account to pay designated Refunded Bond
Requirements because of a failure to receive promptly the principal of and interest on any Federal
Securities at their respective fixed maturity dates, or otherwise, may be repaid to the person advancing
such moneys upon the receipt by the Escrow Bank of such principal and interest payments on such
Federal Securities.
C. The initial cash, the proceeds ofthe Initial Federal Securities (and
of any other Federal Securities acquired as an investment or reinvestment of moneys accounted for in
the Escrow Account) and any such Federal Securities themselves (other than Federal Securities,
including the Initial Federal Securities, held as book-entries) shall be deposited with the Escrow Bank
and credited to and accounted for in the Escrow Account. The securities and moneys accounted for
therein shall be redeemed and paid out and otherwise administered by the Escrow Bank for the benefit
of the County and owners of the Refunded Bonds as provided in this Escrow Agreement and the Z00gD
Bond Ordinance.
Section 3. Purpose of Escrow.
A. The Escrow Bank shall hold the initial cash, all Federal Securities
accounted for in the Escrow Account (other than Federal Securities, including the Initial Federal
Securities, held as book-entries) and all moneys received from time to time as interest on and principal
of such Federal Securities in trust to secure and for the payment of the Refunded Bond Requirements.
RENO\289464.1
B. Except as provided in paragraph B of Section I hereof the Escrow
Bank shall collect the principal of and interest on such Federal Securities promptly as suchprincipal and
interest become due and shall apply all money so collected to the payment of the Refunded Bond
Requirements as aforesaid.
Section 4. Funding for Escrow.
A. The moneys and the Federal Securities accounted for in the
Escrow Account shall not be subject to withdrawal therefrom by the County or otherwise subject to its
order except as otherwise provided in paragraph B of Section 2 and in Section 8 hereof.
B. The Escrow Bank, however, shall transfer from time to time from
the Escrow Account to the paying agent for the 1997 Bonds, sufficient moneys to permit such paying
agent to pay, without any default, the Refunded Bond Requirements as provided herein and as directed
by the duly authorized officers of the County.
C. Except as otherwise provided in paragraph B of Section 2 ofthis
Escrow Agreement, there shall be no sale of any Federal Securities held hereunder, and no Federal
Securities held hereunder and callable for prior redemption at the County's option shall be called at any
time for prior redemption except if necessary to avoid a default in the payment of the Refunded Bond
Requirements.
Section 5. Maturities of Federal Securities.
A. Any Federal Securities shall be purchased in suchmanner so that
such Federal Securities may be redeemed in due season at their respective maturities to meet such
Refunded Bond Requirements and so that any sale or prior redemption of such Federal Securities shall
be unnecessary.
B. There shall be no substitution of any Federal Securities except as
otherwise provided in paragraph B of Section 1 of this Escrow Agreement.
Section 6. Reinvestments. The Escrow Bank may, and at the written direction
of the Finance Board shall, reinvest in Federal Securities any moneys (except the initial cash) received
in payment of the principal of and interest on any Federal Securities accounted for in the Escrow
Account, subject to the limitations of Sections I and 4 hereof and of the following additional
limitations:
RENOU89464. l
A. Any such Federal Securities shall not be subject to redemption
prior to their respective maturities at the option of their issuer.
B. Any such Federal Securities shall mature on or prior to the date or
dates when the proceeds thereof must be available for the prompt payment of the Refunded Bond
Requirements as the same become due.
C. Under no circumstances shall any reinvestment be made under this
Section 5 if such reinvestment, alone or in combination with any other investment or reinvestment,
violates the applicable provisions of Section 148 of the Tax Code and the rules and reeulations
thereunder.
D. The Escrow Bank shall not make any reinvestment unless the
County first obtains and furnishes to the Escrow Bank a written opinion of the County's bond counsel to
the effect that such reinvestment, as described in the opinion, complies with paragraph C ofthis Section
Section 7. SufficiencJ:of Escrow. The moneys and Federal Securities accounted
for in the Escrow Account shall be in an amount (or have appropriate maturities and yields to produce
an amount on and as of April 30, 2009) which at all times shall be sufficient to pay the Refunded Bond
Requirements, subject to the provisions of Section 10 hereof.
Section 8. Transfers and Redemption Notice for Refunded Bond Requirements.
A. The Escrow Bank shall make such credit arrangements with and
transfers to the paying agent for the 1997 Bonds as will assure, to the extent of money in the Escrow
Account properly allocable to and available therefor, the timely payment of the Refunded Bond
Requirements.
B. The County shall cause notice ofthe redemption ofthe Refunded
Bonds to be given in the manner required by the 2009D Bond Ordinance and by the ordinance
authorizing the issuance of the 1997 Bonds.
Section 9. Termination of Escrow Account. When payment or provision for
payment shall have been made with the paying agent for the Refunded Bonds so that all Refunded Bond
Requirements shall be or shall have been paid in full and discharged, the Escrow Bank shall
immediately pay over to the County the moneys, if any, then remaining in the Escrow Account and shall
make forthwith a frnal report to the County Finance Director. Such moneys may be used by the County
for any lawful pu{pose, subject to any limitations in the 200gD Bond Ordinance.
RENO\289464. I
iection 10. Fees and Costs.
A. The Escrow Bank's total fees and costs for and in carrying out the
provisions of this Escrow Agreement have been fixed at $f ], which amount is to be paid at
or prior to the time of the issuance of the 2009D Bonds by the County directly to the Escrow Bank as
payment in full of all charges of the Escrow Bank pertaining to this Escrow Agreement for services
performed hereunder.
B. Such payment for services rendered and to be rendered by the
Escrow Bank shall not be for deposit in the Escrow Account, and the fees of and the costs incurred bv
the Escrow Bank shall not be deducted from the Escrow Account.
Section 1l. Possible Deficiencies.
A. If at any time it shall appear to the Escrow Bank that the money
and any interest on and principal of the Federal Securities in the Escrow Account allocable for such use
under this Escrow Agreement, including, without limitation, the known minimum yield from the Initial
Federal Securities, will not be sufficient to make any required payment due on the Refunded Bonds, the
Escrow Bank shall notifu in writing the County Finance Director as soon as reasonably practicable of
such fact, the amount of such deficiency and the reason therefor.
B. Thrr..rpon the County shall forthwith deposit with the Escrow
Bank for deposit in the Escrow Account such additional moneys as may be required.
C. The Escrow Bank shall not be responsible for the County's failure
to make any such deposit if the Escrow Bank shall have notified the County at least 30 days prior to any
date on which such payment is due.
Section 12. Status Reports.
A. In May 2009, the Escrow Bank shall submit to the County Finance
Director a report covering all money which the Escrow Bank shall have received and all payments
which it shall have made or caused to be made hereunder.
B. Each such report (including the last report) shall further indicate
for which period and in which trust bank any Federal Securities (other than Federal Securities held as
book-entries) and any uninvested moneys were transferred for safekeeping or any Federal Securities
pledged to secure the repayment to the County of any uninvested moneys were placed in pledge, as
permitted by Section 13 hereof.
RENOU89464.1
Section 13. Character of Deposit.
A. It is recognized that title to the Federal Securities and money
accounted for in the Escrow Account from time to time shall remain vested in the County but subject
always to the prior charge and lien thereon of this Escrow Agreement and the use thereof required to be
made by the provisions of this Escrow Agreement and the 2009D Bond Ordinance.
B' The Escrow Bank shall hold all such Federal Securities (except as
they may be held as book-entries) and money in the Escrow Account as a special trust fund and account
separate and wholly segregated from all other securities and funds of the Escrow Bank or deposited
therein, and shall never commingle such securities or money with other securities or money.
Section 14. Securin&_Deposit.
A. The Escrow Bank may cause the Federal Securities accounted for
in the Escrow Account to be registered in the name of the County for payment, if they are registrable for
payment, and in such event shall obtain the necessary endorsements from the duly authorized officials
of the County as they become due.
B' The County, in connection with any Federal Securities accounted
for in the Escrow Account and held as book-entries, shall cooperate with the Escrow Bank and shall
forthwith make arrangements with an appropriate representative of the issuer of such Federal Securities
so that the interest on and the principal of the Federal Securities shall be promptly transmitted, as the
same become due from time to time, to the Escrow Bank for the benefit of the County.
C. All uninvested money held at any time in the Escrow Account
shall be continuously secured by the deposit of Federal Securities in a principal amount and value
always not less than the total amount of uninvested money in the Escrow Account: (1) in any branch of
the Federal Reserve Bank, or (2) in any commercial bank which is a state or national bank or trust
company, is a member of the Federal Deposit Insurance Corporation, is a member of the Federal
Reserve System, has a capital and surplus of $ 10,000,000 or more, is exercising full and complete trust
powers, and is located in the State or without the State ("trust bank"), or (3) in any branch ofthe Federal
Reserve Bank and in one or more trust banks (or any combination thereof).
D. Such Federal Securities so held as a pledge shall be used whenever
necessary to enable the Paying Agent for the 1997 Bonds to pay the Refunded Bond Requirements to
the extent other moneys are not transferred or caused to be transferred for such purpose by the Escrow
Bank.
RENOU89464. I
E. Any Federal Securities (except as they may be held as
book-entries) and any uninvested moneys accounted for in the Escrow Account may from time to time
be placed by the Escrow Bank for safekeeping wholly or in part in any such trust bank only if prior to
any such transfer the County Finance Director consents thereto in writing.
F. Each such trust bank holding any Federal Securities accounted for
in the Escrow Account or any uninvested moneys accounted for therein shall be fumished by the Escrow
Bank with a copy of this Escrow Agreement prior to such deposit.
G. By the acceptance of such Federal Securities or such uninvested
moneys, each such trust bank shall be bound in the same manner as the Escrow Bank as herein
provided.
H. The EscrowBank, however, shall remain solelyresponsible to the
County (i) for any investment or reinvestments of moneys pursuant to Sections 1 and 5 hereof (ii) for
transfers of moneys pursuant to Section 7 hereof, (iii) for the termination of the Escrow Account
pursuant to Section 8 hereof, (iv) for any notification of prospective deficiencies pursuant to Section l0
hereof, (v) for the periodic status reports pursuant to Section I I hereof, and (vi) for defraying any
charges of any branch of the Federal Reserve Bank or any trust bank for any deposits of Federal
Securities pledged to secure uninvested moneys of Federal Securities in escrow, and of uninvested
moneys in escrow (or any combination thereof) or for any other service relating to this Escrow
Agreement or the Escrow Account.
I. Notwithstanding the liabilities of the Escrow Bank stated in
paragraph H of this Section, the Escrow Bank may cause any one, all or any combination of the duties
stated in paragraph H to be performed on its behalf by any trust bank.
J. If at any time the Escrow Bank fails to account for any moneys or
Federal Securities held by it or by any such trust bank in the Escrow Account, such monevs and
securities shall be and remain the property of the County.
K. If for any reason such moneys or Federal Securities cannot be
identified, all other assets of the Escrow Bank and of each such trust bank failing to account therefor
shall be impressed with a trust for the amount thereof, and the County shall be entitled to a preferred
claim upon such assets.
RENO\289464.1
L. No money paid into and accounted for in the Escrow Account
shall ever be considered as a banking deposit and neither the Escrow Bank nor any such trust bank shall
have any right or title with respect thereto.
Section 15. Purchaser's Responsibilit)'. The purchaser and the owners from
time to time of the 2009D Bonds shall not be responsible for the application or disposition of the
proceeds of the 2009D Bonds or any moneys or Federal Securities accounted for in the Escrow Account.
This clause shall not relieve the Escrow Bank (if it is an owner of the 2009D Bonds), in its capacity as
Escrow Bank, from its duties under this Escrow Agreement.
Section 16. Amendment.
A. The 2009D Bonds shall be issued in reliance upon this Escrow
Agreement and except as herein provided this Escrow Agreement shall be irrevocable and not subiect to
amendment after any of the 2009D Bonds shall have been issued.
B. The provisions of this Escrow Agreement may be amended,
waived or modified upon approval of the owners of all of the then unpaid Refunded Bonds. The
provisions of this Escrow Agreement also may be amended, waived or modified for one or more of the
following pu{poses: (i) to cure any ambiguity, or to cure, correct or supplement any formal defect or
omission or inconsistent provision contained in this Escrow Agreement; (ii) to pledge additional
revenues, properties or collateral as security for the 1997 Bonds; (iii) to deposit additional moneys or
Federal Securities to the Escrow Account, or (iv) if Moody's Investors Service ("Moody's") and
Standard & Poor's Corporation ("S&P") have confirmed in writing that such amendment, waiver or
modification will not result in lowering or withdrawal of their rating on the 1997 Bonds.
C. Notwithstanding any other provision hereof no amendment,
modification or waiver shall be effective if it is materially prejudicial to the owners of the 1997 Bonds
or affects the exclusion of the interest on the 2009D Bonds or the 1997 Bonds from gross income for
federal income tax purposes, unless such amendment, waiver or modification is approved by the owners
of all of the unpaid 1997 Bonds.
Section 17. Exculpatory Provisions.
A. The duties and responsibilities of the Escrow Bank are limited to
those expressly and specifically stated in this Escrow Agreement.
10
RENOU89.+64.1
B. The Escrow Bank shall not be liable or responsible for any loss
resulting from any investment or reinvestment made pursuant to this Escrow Agreement and made in
compliance with the provisions hereof.
C. The Escrow Bank shall not be liable or responsible for any act
which it may do or omit to do hereunder, while acting with reasonable care, except for duties expressly
imposed upon the Escrow Bank hereunder or as otherwise expressly provided herein.
D. The Escrow Bank shall neither be under any obligation to inquire
into or be in any way responsible for the performance or nonperformance by the County of any of its
obligations, nor shall the Escrow Bank be responsible in any manner for the recitals or statements
contained in this Escrow Agreement, in the 2009D Bond Ordinance, in the Refunded Bonds, or in any
proceedings taken in connection therewith, such recitals and statements being made solely by the
County.
E. Nothing in this Escrow Agreement creates any obligation or
liabilities on the part of the Escrow Bank to anyone other than the County and the owners of the
Refunded Bonds and the 2009D Bonds.
Section 18. Time of Essence. Time is ofthe essence in the perfonnance of the
obligations from time to time imposed upon the Escrow Bank by this Escrow Agreement.
Section 19. Successors.
A. Whenever in this Escrow Agreement the County or the Escrow
Bank is named or is referred to, such provision is deemed to include any successor ofthe County or the
Escrow Bank, respectively, immediate or intermediate, whether so expressed or not.
B. All of the stipulations, obligations and agreements by or on behalf
of and other provisions for the County or the Escrow Bank contained in this Escrow Agreement shall
bind and inure to the benefit of any such successor, and shall bind and inure to the benefit of any officer,
board, authority, agent or instrumentality to whom or to which there shall be transferred by or in
accordance with law any relevant right, power or duty of the County or the Escrow Bank, respectively,
or ofits successor.
Section 20. Severabilit]r. If any section, paragraph, clause or provision of this
Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining
provisions of this Escrow Agreement.
l1
RENO\289464, I
IN WITNESS WHEREOF, Washoe County, Nevada, has caused this Escrow
Agreement to be signed in its name by the County Finance Director, and U.S. Bank, National
Association, has caused this Escrow Agreement to be signed in its corporate name by its authorized
officer, all as of the day and year first above written.
WASHOE COUNTY. NEVADA
Finance Director
u.s. BANK, NATIONAL ASSOCIATTON.
as Escrow Bank
By:
Title:
12
RENO\289464. l
EXHIBIT I
(Attach Certified Public Accountant's Report)
13
RENOU89464. I
SUMMARY OF CERTAIN PROVISIONS OF'THE 2OO9D BOND ORDINANCE
The following is a brief summary of certain provisions of the 2009D Bond
Ordinance and is qualified in its entirety by the provisions of the 2009D Bond Ordinance itself.
Definitions
As used in the 2009D Bond Ordinance, the following terms shall, for all purposes,
have the following meanings, except where the context by clear implication otherwise requires:
"annt+al priqcipal 4nd inlerest rqquirements" means the sum of the principal of
and interest on the Outstanding Bonds and any other Outstanding designated securities payable
from the Pledged Revenues having a lien thereon on a parity with the lien thereon of the Bonds,
to be paid during any Bond Year, but excluding any reserve requirements to secure such
payments unless otherwise expressly provided. In calculating this amount, the principal amount
of bonds required to be redeemed prior to maturity pursuant to any mandatory redemption
schedule contained in the ordinance or other instrument authorizing the issuance of such bonds
shall be treated as maturing in the Bond Year in which such bonds are so required to be
redeemed, rather than in the Bond Year in which the stated maturity of such bonds occurs.
"Board" means the Board of County Commissioners of Washoe County, in the
State of Nevada, including any successor of the County.
"Bond Act" means NRS 350.500 through 350.720, and all laws amendatory
thereof, designated in NRS 350.500 as the Local Government Securities Law.
"Bond Fund" means the special account designated as the "Washoe County,
Nevada, General Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf
Course Refunding Bonds, Series 2009D, Pledged Revenues Interest and Principal Retirement
Fund," created in the 2009D Bond Ordinance, and required to be accumulated and maintained
therein which shall be held separate and apart from the Golf Course Fund.
"Bond Requirements" means the principal of, any prior redemption premiums due
in connection with, and the interest on the Bonds and, if the context requires, the Outstanding
1997 Bonds and any additional bonds or other additional securities payable from the Pledged
Revenues and hereafter issued, or such part of such securities or such other securities relating to
the Project as may be designated, as such principal, premiums and interest become due at
maturity or on a Redemption Date designated in any mandatory redemption schedule, in a notice
of prior redemption, or otherwise.
"Bond Year" means the 12 months commencing on July 1 of any calendar year
and ending on June 30 ofthe next succeeding calendar year.
"Bonds" or "2009 Bonds" means the securities issued pursuant to the 2009D
Bond Ordinance and designated as the,"Washoe County, Nevada, General Obligation (Limited
B-t7
RENO\289609. 1 -DEPARTMENT.NOTYET
Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds, Series
2009D;',
"1997 Bonds" means the "Washoe County, Nevada, General Obligation (Limited
Tax) (Additionally Secured by Pledged Revenues) Golf Course Bonds, Series 1997."
"Certificate of the Finance Director" means the certificate to be executed by the
Finance Director, or in his absence the County Manager, on or before the date of delivery of the
Bonds.
"combined maximum annual principal and interest requirements" means the
greatest of the annual principal and interest requirements to be paid on the Outstanding Bonds
and any Outstanding parity securities during any Bond Year for the period beginning with the
Bond Year in which such computation is made and ending with the Bond Year in which any
bond last becomes due at maturity or on a Redemption Date on which any bond thereafter
maturing is called for prior redemption. If any Outstanding Bonds or Outstanding Parity
securities are subject to variable interest rates, for the purpose of such calculation, such interest
rates shall be determined by an Independent Accountant or the Finance Director. Any such
computation shall be adjusted as provided in the 2009D Bond Ordinance, and shall be made by
an Independent Accountant or the Finance Director if expressly so required.
"commercial bank" means a state or national bank or trust company which is a
member of the Federal Deposit Instuance Corporation and which is located within the United
States; and such term includes, without limitation, any "trust bank" as herein defined.
"Comparable Bond Year" means, in connection with any Fiscal Year, the Bond
Year which ends in the Fiscal Year.
"Cost of Issuance Account" means the special account designated as the "Washoe
County, Nevada, General Obligation (Limited Tax) (Additionally Secured by Pledged Revenues)
Golf Course Refunding Bonds, Series 2009D, Cost of Issuance Account" created in the 2009D
Bond Ordinance.
"Cost of the Project" means all or any part designated by the County of the cost of
the Project, which cost, at the option of the County, except as limited by law, may include all or
any part of the incidental costs relating to the Project, including, without limitation:
(a) Preliminary expenses advanced by the County from funds available for
use therefor or from any other source, or advanced with the approval of the County from funds
available therefor or from any other source by the State, the Federal Government, or by any other
Person with the approval of the County (or any combination thereof);
(b) The costs of printing, estimates, advice, services of accountants, financial
consultants, attorneys at law, clerical help, or other agents or employees;
(c) The costs of making, publishing, posting, mailing and otherwise giving
any notice in connection with the Project, the filing or recordation of instruments, the taking of
options, the issuance of the Bonds and any other securities relating to the Project, and bank fees
and expenses;
B-18
RENOU89609. I -DEPARTMENT.NOTYET
(d)The costs of contingencies;
(e)The costs of any discount on the Bonds or other securities, and of any
reserves for the payment of the principal of and interest on the Bonds or other securities, of any
replacement expenses, and of any other cost of the issuance of the Bonds or other securities
relating to the Project;
(D The costs of amending any ordinance, resolution or other instrument
authorizing the issuance of or otherwise relating to the Outstanding Bonds or other securities
relating to the Project;
(g) All other expenses necessary or desirable and relating to the Project, as
estimated or otherwise ascertained by the County.
"County" means the County of Washoe in the State, and constituting a political
subdivision thereof, or any successor municipal corporation; and where the context so indicates,
either such term means the geographical area comprising the County of Washoe.
"County Bond Law" means NRS 2444.011 to 244A.065, inclusive, as amended.
"County Manager" means the de jure or de factor county manager of the County
and designated as such by the county, or a successor in functions, if any.
"CounJy Treasurer" or "Treasurer" means the de jure or de facto county treasurer
of the County and designated as such by the County.
"Escrow Account" means the special account designated as the "Washoe County,
Nevada, General Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf
Course Refunding Bonds, Series 2009D, Escrow Account," created in the 2009D Bond
ordinance and held by the Escrow Bank pursuant to the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement between the County and the
Escrow Bank.
"Escrow Bank" means U.S. Bank, National Association, appointed and serving as
escrow agent under the Escrow Agreement.
"Events of Default" means the events stated in the 2009D Bond Ordinance and
described under the caption "Events of Default" in this summary.
"Facilities Revenues" means the gross revenues derived from the operation of the
Golf Course Facilities.
"Federal Government" means the United States, or any agency, instrumentality or
corporation thereof.
"Federal Securities" means bills, certificates of indebtedness, notes, bonds or
similar securities which are direct obligations of, or the principal and interest of which securities
are unconditionally guaranteed by, the United States.
B-19
RENOU896O9. 1 -DEPARTMENT )iOTYET
"Finance Director" means the dejure or defacto Finance Director of the County.
or a successor in functions, if any.
"Fiscal Year" means the 12 months commencing on July I of any calendar year
and ending on June 30 of the next succeeding calendar year; but if the Nevada legislature
changes the statutory fiscal year relating to the County, the Fiscal Year shall conform to such
modified statutory fiscal year from the time of each such modification, if any.
"General Tax Interest Account" means the "Washoe County, Nevada, General
Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding
Bonds, Series 2009D, General Tax Interest Account," created in the 2009D Bond Ordinance.
"General Tax Principal Account" means the "Washoe County, Nevada, General
Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding
Bonds, Series 2009D, General Tax Principal Account," created in the 2009D Bond Ordinance.
"General Taxes " or "Taxes" means general (ad valorem) taxes levied by the
County against all taxable property within the boundaries of the County (unless otherwise
qualified).
"Golf Course Facilities" means the County's Golf Course Facilities, including,
but not limited to, golf courses, club houses, related restaurants and golf shops, consisting of all
properties, real, personal, mixed or otherwise, now owned or hereafter acquired by the County
through purchase, construction or otherwise, and used in connection with such golf course
facilities of the County, and in any way pertaining thereto, whether or not located within or
without or both within and without the boundaries of the County, including, without limitation,
machinery, apparatus, structures, buildings and related or appurtenant furniture, fixtures and
other equipment, as such Golf Course Facilities are from time to time extended, bettered or
otherwise improved, or any combination thereof which are frnanced with the proceeds of the
Bonds or that may hereafter be financed with any superior securities, parity securities or
subordinate securities which are expressly included within the definition of Golf Course
Facilities.
"Golf Course Fund" means the special account designated as the "Washoe
County, Nevada, Pledged Revenues Golf Course Fund," created in the 2009D Bond Ordinance
which shall be held separate and apart from the Bond Fund.
"Gross Revenues" means the Facilities Revenues excluding:
(a) any moneys borrowed and used for the acquisition of capital
improvements; and
(b) any moneys received as grants, appropriations, or gifts from the United States,
the State, or other sources, the use of which is limited by the grantor or donor to
the construction of capital improvements for the Golf Course Facilities, except to
the extent any such moneys shall be received as payments for the use of the Golf
Course Facilities.
B-20
RENO\289609. I -DEPARTMENT.NOTYET
"Independent Accountant" means any certified public accountant, or any firm of
certified public accountants, duly licensed to practice and practicing as such under the laws of
the State, as from time to time appointed and compensated by the County: (a) Who or which is,
in fact, independent and not under the domination of the County; (b) Who or which does not
have any substantial interest, direct or indirect, with the County, and (c) Who or which is not
connected with the County as an officer or employee thereof, but who may be regularly retained
to make annual or similar audits of any books or records of the County.
"Ng1--Rgvgnggl" means Gross Revenues remaining uO., ,n" deduction of the
Operation and Maintenance Expenses of the Golf Course Facilities.
"Operation and Maintenance Expenses" means all reasonable and necessary
current expenses of the County, paid or accrued, of operating, maintaining, and repairing the
Golf Course Facilities and includes, without limitation:
(a) Engineering, auditing, reporting, legal, and other overhead expenses
relating to the administration, operation, and maintenance of the Golf Course Facilities;
(b) Fidelity bond and property and liability insurance premiums pertaining to
the Golf Course Facilities, or a reasonably allocable share of a premium of any blanket bond or
policy pertaining to the Golf Course Facilities;
(c) Payments to pension, retirement, health, and hospitalization funds, and
other insurance, and to any self-insurance fund as insurance premiums not in excess of such
premiums which would otherwise be required for such insurance;
(d) Any general taxes, assessments, excise taxes, or other charges which may
be lawfully imposed on the County, the Golf Course Facilities, revenues therefrom, or the
County's income from or operations of any properties under its control and pertaining to the Golf
Course Facilities, or any privilege in connection with the Golf Course Facilities or its operation;
(e) The reasonable charges of the Paying Agent, Registrar and any other
depositary bank pertaining to the Bonds and any other securities payable from Pledged Revenues
or otherwise pertaining to the Golf Course Facilities;
(D Contractual services, professional services, salaries, other administrative
expenses, and costs of materials, supplies, repairs, and labor, pertaining to the Golf Course
Facilities or to the issuance of the Bonds or any other securities relating to the Golf Course
Facilities, including, without limitation, the expenses and compensation of any receiver, or other
fiduciary under the Bond Act;
(g) The costs incurred by the Board in the collection and any refunds of all or
any part ofPledged Revenues;
(h) Any costs of utility services furnished to the Golf Course Facilities;
(i) Any lawful refunds of any Pledged Revenues; and
(j) All other administrative, general, and commercial expenses pertaining to
the Golf Course Facilities; but
(k) Excluding any allowance for depreciation;
0) Excluding any costs of extensions, enlargements, betterments, and other
improvements, or any combination thereof;
(m) Excluding any reserves for major capital replacements, other than normal
repairs;
B-21
RENO\2 89609. I -DEPARTMENT.NOl'YET
(n) Excludinq any reserves for operation, maintenance, or repair of the Golf
Course Facilities;
(o) Excluding any allowance for the redemption of any bond or other security
evidencing a loan or other obligation, or the payment of any interest thereon, or any prior
redemption premium due in connection therewith;
(p) Excluding any liabilities incurred in the acquisition or improvement of any
properties comprising any project or any existing facilities, or any combination thereof,
pertaining to the Golf Course Facilities, or otherwise; and
(q) Excludine any liabilities imposed on the County for any ground of legal
liability not used on contract, including, without limitation, negligence in the operation of the
Golf Course Facilities.
"Outstanding" when used with reference to the Bonds or any other designated
securities and as of any particular date (but not "outstanding bonds" as hereafter defrned) means
all the Bonds or any such other securities payable from the Pledged Revenues or otherwise
relating to the Project, as the case may be, in any manner theretofore and thereupon being
executed and delivered:
(a) Except any Bond or other security canceled by the County, by the Paying
Agent or otherwise on the County's behalf, at or before such date;
(b) Except any Bond or other security the payment of which is then due or
past due and moneys fully sufficient to pay which are on deposit with one of the Paying Agents;
(c) Except any Bond or other security for the payment or the redemption of
which moneys at least equal to the County's Bond Requirements to the date of maturity or to any
Redemption Date, shall have heretofore been deposited with a trust bank in escrow or in trust for
that purpose, as provided in the 2009D Bond Ordinance; and
(d) Except any Bond or other security in lieu of or in substitution for which
another bond or other security shall have been executed and delivered pursuant to the 2009D
Bond Ordinance.
"Outstanding 1997 Bonds" means the portion of the 1997 Bonds, if any, that are
not designated in the Certificate of the Finance Director to be refunded pursuant to the Escrow
Agreement.
"owner" or any similar term, when used in conjunction with any Bonds, or any
other designated securities, means the registered owner of any Bonds or other security which is
registrable for payment if it shall at the time be registered for payment otherwise than to bearer.
"pgr{y_bgnds" or "parily_Ssgurilis!" means the Outstanding 1997 Bonds, if any,
and other bonds or securities which have a lien on the Pledged Revenues that is on a parity with
the lien thereon of the Bonds herein authorized.
"Pa)'ing Aqent" means lJ.S. Bank, National Association, or any successor
commercial bank which may be appointed from time to time as paying agent for the Bonds.
"Pledged Revenues" means all income and revenue derived by the County from
the Net Revenues. Pledged Revenues means all or a portion of the Net Revenues. The
B-22
RENOU89609. I.DEPARTMENT,NOT\'ET
designated term indicates sources ofrevenues and does not necessarily indicate all or any portion
or other part of such revenues in the absence of further qualification.
"Project" means the refunding of all or a portion of the 1997 Bonds in connection
with the issuance of the Bonds.
"Rebate Account" means the "Washoe County, Nevada, General Obligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds,
Series 2009D, Rebate Account" created in the 2009D Bond Ordinance.
"Redemption Date" means a date fixed for the redemption prior to their respective
maturities of any Bonds or other designated securities payable from any Pledged Revenues in
any mandatory redemption schedules, or in any notice of prior redemption or otherwise fixed and
designated by the County.
"Redemption Price" means, when used with respect to a Bond or other designated
security payable from any Pledged Revenues, the principal amount thereof plus the applicable
premium, if any, payable upon the redemption thereof prior to the stated maturity date of such
Bond or other security on a Redemption Date in the manner contemplated in accordance with the
security's terms.
"Refunded.Bonds" means all or a portion of the 1997 Bonds as designated in the
Escrow Agreement.
"Refunded Bonds Rederqption Date" means the redemption date for the Refunded
Bonds as set forth in the Escrow Agreement.
"Registrar" means U.S. Bank, National Association, or any successor commercial
bank which may be appointed from time to time as registrar for the Bonds.
"Reqular Record Date" means the 15th day of the calendar month next preceding
each interest payment date.
"Special Recold Date" means a special date fixed by the Paying Agent to
determine the names and addresses of owners of the Bonds for the payment of any defaulted
interest on any of the Bonds, as further provided in the 2009D Bond Ordinance. At least 10
days' notice will be given by the Paying Agent by first-class regular mail to each owner of a
Bond as stated on the Registrar's registration list at the close of business on a date fixed by the
Paying Agent, stating the date of the Special Record Date and the due date fixed for the payment
of such defaulted interest,
"State" means the State of Nevada, in the United States; and where the context so
indicates, "State" means the geographical area comprising the State of Nevada.
B-23
RENO\289609, I -DEPARTMENT NOTYET
"subordinate bonds" or "subordinate securities" means bonds or securities which
have a lien on the Pledged Revenues that is subordinate and junior to the lien thereon of the
Bonds herein authorized.
"superior bonds" or "superior securities" means special obligation bonds or
special obligation securities which have a lien on the Pledged Revenues that is superior to the
lien thereon of the Bonds herein authorized.
"Tax Code" means the Internal Revenue Code of 1986, as amended to the date of
delivery of the Bonds.
"trust bank" mgans a "commercial bank," as deflned herein, which bank is
authorized to exercise and is exercising trust powers, and also means any branch of the Federal
Reserve Bank.
Bonds Equally Secured
The covenants and agreements herein set forth to be performed on behalf of the
County shall be for the equal benefit, protection and security of the owners of any and all of the
Outstanding Bonds, all of which, regardless of the time or times of their issue or maturity, shall
be of equal rank without preference, priority or distinction of any of the Bonds over any other
thereof, except as otherwise expressly provided in or pursuant to the 2009D Bond Ordinance.
General Obligations
The full faith and credit of the County are pledged to the payment of the Bond
Requirements of the Bonds; the Bonds shall constitute general obligations of the County and the
Bond Requirements of the Bonds shall be payable from General Taxes on all taxable property
within the County (except to the extent any Pledged Revenues or other moneys are available
therefor) subject to the limitations imposed by the Constitution and statutes of the State.
Additional Security
The payment of the Bond Requirements of the Bonds is additionally secured by
an irrevocable pledge of and by a lien (but not necessarily an exclusive or first lien) on the
Pledged Revenues.
Disposition of Bond Proceeds
The proceeds of the Bonds upon the receipt thereof at any time or from time to
time, shall be accounted for in the following manner and priority and are hereby pledged
therefor:
A. First, there shall be credited to the Bond Fund, all moneys, if any, received
as accrued interest on the Bonds from their sale by the County frorn the date of the Bonds to the
date of their delivery to the purchaser thereof, to apply to the payment of interest on the Bonds as
B-24
RENOU89609. I -DEPARTMENT.NOTYET
the same become due after their delivery, in accordance with the 2009D Bond Ordinance. Such
Bond Fund shall be maintained by the County Treasurer separate and apart from all other County
funds, including the Golf Course Fund.
B' Except as herein otherwise expressly provided, the proceeds derived from
the sale of the Bonds (together with any other legally available funds) in an amount sufficient to
effect the Project shall be credited to the Escrow Account.
C.
Except as herein otherwise expressly provided, the proceeds derived from
the sale of the Bonds remaining after the deposits required by paragraphs A and B above have
been made, shall be credited to the Costs of Issuance Account.
All
moneys received and held by the County for the Cost of Issuance Account,
except as otherwise expressly provided in the 2009D Bond Ordinance, shall be used and paid out
solely for the purpose of defraying the costs of issuing the Bonds.
Pledge Securing Bonds
Subject only to the right of the County to cause amounts to be withdrawn to pay
the Cost of the Project as provided herein, the Pledged Revenues and all moneys and securities
paid or to be paid to or held or to be held in any account under the 2009D Bond Ordinance,
excluding, however, all amounts held in the Rebate Account, are hereby pledged to secure the
payment of the Bond Requirements of the Bonds. This pledge shall be valid and binding from
and after the date of the first delivery of any Bonds, and the moneys, as received by the County
and hereby pledged, shall immediately be subject to the lien of this pledge without any physical
delivery thereof, any filing, or further act. The lien of this pledge and the obligation to perform
the contractual provisions hereby made shall be (i) on a parity with the Outstandin g 1997 Bonds,
if any, and other Outstanding parity securities hereafter issued, (ii) subordinate to any
Outstanding superior securities hereafter issued, and (iii) superior to any Outstanding subordinate
securities hereafter issued. The lien of this pledge shall be valid and binding as against all
parties having claims of any kind in tort, contract or otherwise against the County (except as
otherwise provided in the 2009D Bond Ordinance) irrespective of whether such parties huu"
notice thereof.
Flow of Funds
So long as any of the Bonds shall be Outstanding, as to any Bond Requirements,
the Pledged Revenues, upon their receipt from time to time by the County, shall continue to be
set aside and credited immediately to the Golf Course Fund. The Golf Course Fund shall be
maintained by the County Treasurer separate and apart from all other County funds, including
the Bond Fund.
So long as any of the Bonds hereby authorized shall be Outstanding, as to any
Bond Requirements, each Fiscal Year the Golf Course Fund shall be administered, and the
moneys on deposit therein shall be applied in the following order of priority:
B-25
RENOU89609, I -DI,PARTMENT,NOT\TT
First, as a charge on the Golf Course Fund, from time to time there shall be set
aside in and credited to the Operation and Maintenance Fund, moneys sufficient to pay operation
and maintenance expenses as budgeted and approved in accordance with the Budget Act, and all
laws supplemental thereto, as such expenses become due and payable, and thereupon they shall
be promptly paid. Any surplus remaining at the end of the Fiscal Year and not needed for
operation and maintenance expenses shall be used in the same manner as moneys in the Golf
Course Fund are used.
Second, and subject to the aforesaid provisions, from any moneys remaining in
the Golf Course Fund, to pay, when due, the bond requirements of any outstanding superior
securities issued in accordance with the 2009D Bond Ordinance and the requirements of any
reserve fund therefor.
Third, from any moneys remaining in the Golf Course Fund, the following
transfers shall be credited to the Bond Fund:
A. Monthly, commencing on the first month following the
date of delivery of the Bonds, an amount in equal monthly installments necessary,
together with any other moneys from time to time available therefor from
whatever source, including, without limitation, the moneys, if any, provided in the
2009D Bond Ordinance, to pay the next maturing installment of interest on the
Bonds, and monthly thereafter, commencing on each interest payment date, one-
sixth of the amount necessary, together with any other moneys from time to time
available therefor and on deposit therein from whatever source, to pay the next
maturing installment of interest on the Bonds then Outstanding.
B. Monthly, commencing on the first month following the
date of delivery of the Bonds, an amount in equal monthly installments necessary,
together with any other moneys from time to time available therefor from
whatever source, to pay the next installment of principal of the Bonds coming due
at maturity, and monthly thereafter, commencing on each principal payment date,
one-twelfth of the amount necessary, together with any other moneys from time to
, time available therefor and on deposit therein from whatever source, to pay the
next installment of principal of the Bonds coming due at maturity, or subject to
mandatory sinking fund redemption, if any. The moneys credited to the Bond
Fund shall be used to pay the Bond Requirements of the Bonds as the Bond
Requirements become due, including any mandatory sinking fund payments, if
any.
No payment need be made into the Bond Fund, or if the amount in the Bond Fund
totals a sum at least equal to the entire amount of the Outstanding Bonds as to all Bond
Requirements, to their respective maturities, and both accrued and not accrued, in which case
moneys in that account in an amount at least equal to such Bond Requirements shall be used
solely to pay such Bond Requirements as the same become due; and any moneys in excess
thereof in those two accounts and any other moneys derived from the Pledged Revenues may be
used in any lawful manner determined by the County.
B-26
RENO\289609. I.DEPAR'I'MENT.NOTYET
Fourth, and subject to the provisions hereinabove in this Article, there shall be
transferred into the Rebate Account, after making in full the monthly deposits required by above,
but prior to the transfer of any Pledged Revenues to the payment of subordinate securities, such
amounts as are required to be deposited therein to meet the County's obligations under the
covenant contained in the 2009D Bond Ordinance and described under the caption "Tax
Covenant" in this summary, in accordance with Section 148(0 of the Tax Code. Amounts in the
Rebate Account shall be used for the purpose of making the payments to the United States
required by such covenant and Section la8(f) of the Tax Code. Any amounts in the Rebate
Account in excess of those required to be on deposit therein by the 2009D Bond Ordinance and
Section 148(f) of the Tax Code may be withdrawn therefrom and used for any lawful putpose
relating to the Project.
Fifth, and subject to the provisions of the 2009D Bond Ordinance, any moneys
remaining in the Golf Course Fund may be used by the County for the payment of Bond
Requirements of additional bonds or other additional securities payable from the Pledged
Revenues and hereafter authorized to be issued in accordance with the 2009D Bond Ordinance,
including reasonable reserves for such securities, as the same accrue. The lien of such additional
bonds or other additional securities on the Pledged Revenues and the pledge thereof for the
payment of such additional securities shall be on a parity with or subordinate to the lien and
pledge of the Bonds as herein provided. Payments for bond funds for parity securities shall be
made concurrently with the payments required by the 2009D Bond Ordinance and described
under "Third" above under the caption "Flow of Funds", but payments for bond funds for
additional subordinate securities shall be made after the payments required by the 2009D Bond
Ordinance and described under "Fourth" above under the caption "Flow of Funds".
After the payments required to be made in the 2009D Bond Ordinance and
described under 'oFlow of Funds" are made, any remaining Pledged Revenues in the Golf Course
Fund may be used at any time during any Fiscal Year whenever in the Fiscal Year there shall
have been credited to the Bond Fund, to the Rebate Account, and to each other security fund and
reserve fund, if any, for the payment of any other securities payable from the Pledged Revenues,
all amounts required to be deposited in those special accounts for such portion of the Fiscal Year,
as hereinabove provided in this Article, for any one or any combination of lawful pu{poses, as
the County may from time to time determine, including, without limitation, for golf course
facilities and the creation of capital reserves, the payment of capital costs and maintenance costs
therefor, the payment of any Bond Requirements of any bonds or other securities relating to the
Project, general obligations or special obligations, and regardless of whether the respective
proceedings authorizing or otherwise relating to the issuance of the securities provides for their
payment from Pledged Revenues.
Investments
Any moneys in any account designated in the 2009D Bond Ordinance, and not
needed for immediate use, except the Escrow Account which shall be invested pursuant to the
provisions of the Escrow Agreement, may be invested or reinvested by the County Treasurer in
any investments permitted under State,law, unless the Bonds are insured by a municipal bond
B-27
RENO\289609. I.DEPARTMENT.NOTYET
insurance policy, in which case such moneys may be invested or reinvested by the County
Treasurer in any investments permitted by the insurer of the Bonds which are also permitted
under State law (the "Permitted Securities").
Issuance of Superior or Parity Securities
Nothing in the 2009D Bond Ordinance, subject to the limitations stated therein
and described under this caption in the summary, prevents the issuance by the County of
additional bonds or other additional securities payable from the Pledged Revenues and
constituting a lien thereon superior to or on a parity with, the lien thereon of the Bonds, nor
prevents the issuance of bonds or other securities refunding all or a part of the Bonds (or funding
or refunding any other then Outstanding securities payable from Pledged Revenues), except as
provided in the 2009D Bond Ordinance; but before any such additional superior bonds or
superior securities or other additional parity bonds or additional parity securities are authorized
or actually issued (excluding any superior refunding securities or parity refunding securities
other than any securities refunding subordinate bonds or other subordinate securities):
A. At the time of the adoption of the supplemental instrument authorizing the
issuance of the additional securities, the County shall not be in default in making any payments
required by the 2009D Bond Ordinance and described under "Flow of Funds" in this summary
with respect to any superior or parity securities.
B. Except as hereinafter otherwise provided:
(1) the Pledged Revenues derived in the Fiscal Year immediately
preceding the date of the issuance of the additional parity securities shall have
been at least sufficient to pay an amount equal to the combined maximum annual
principal and interest requirements to be paid during any one Fiscal Year of the
Outstanding Bonds and any other Outstanding superior securities or parity
securities of the County and the bonds or other securities proposed to be issued
and the bonds or other securities proposed to be issued; or,
(2) the Pledged Revenues estimated by the Finance Director or an
Independent Accountant to be derived in the later of (a) the first Fiscal Year in
which the additional parity or superior securities are issued or (b) the first year in
which principal or interest are payable on the additional parity or superior
securities from proceeds of the Pledged Revenues, will be sufficient to pay an
amount at least equal to the combined maximum annual principal and interest
requirements to be paid during any one Fiscal Year of the Outstanding Bonds and
any other Outstanding superior securities or parity securities of the County and
the bonds or other securities proposed to be issued.
C. In any computation of such earnings test as to whether or not additional
superior or parity securities may be issued as provided in subsection B(2) of this Section, the
amount of the Pledged Revenues for the next preceding Fiscal year shall be decreased and may
be increased by the amount of any loss .or gain conservatively estimated by the Finance Director
B-28
RL,NO\z89609. 1 -DEPAR]'MENT.NOTYET
or Independent Accountant making the computations under this Section, which loss or gain
results from (i) the construction and operation of the project being constructed with the proceeds
of the proposed parity securities, or (ii) any change in any schedule of fees, rates and other
service charges pertaining to the Golf Course Facilities and the Pledged Revenues, during the
next preceding Fiscal Year as if such modified schedule of fees, rates and other service charges
had been in effect during the entire next preceding Fiscal Year, if such change shall have been
made by the Board before the computation of the designated earnings test but made in the same
Fiscal Year as the computation is made or in the next preceding Fiscal Year. Projected changes
in such schedule which have been approved by the Board may to taken into account in
calculating the projected earnings test.
D. The respective annual Bond Requirements (including as such a
requirement not only the principal of and interest on the securities but also the amount of any
prior redemption premiums due on any Redemption Date as of which the County shall have
exercised or shall have obligated itself to exercise its prior redemption option by a call of
securities for payment) shall be reduced to the extent such Bond Requirements are scheduled to
be paid each of the respective Bond Years with moneys held in trust or in escrow for that
purpose by any trust bank, including the known minimum yield from any investment in Federal
Securities.
A written certification or written opinion by the Finance Director or an
Independent Accountant, based upon estimates thereby as provided in paragraph B. above, that
the annual revenues when adjusted as hereinabove provided in paragraph C. above, are sufficient
to pay such amounts as provided in paragraph B. above, shall be conclusively presumed to be
accurate in determining the right of the County to authorize, issue, sell and deliver additional
bonds or additional securities superior to or on a parity with the Bonds.
Subordinate Securities
Nothing in the 2009D Bond Ordinance, subject to the limitations stated therein,
prevents the County from issuing additional bonds or other additional securities payable from the
Pledged Revenues having a lien thereon subordinate, inferior and junior to the lien thereon of the
Bonds.
Superior Securities
Nothing in the 2009D Bond Ordinance, subject to the limitations stated therein,
prevents the County from issuing additional bonds or other additional securities payable from the
Pledged Revenues and having a lien thereon prior and superior to the lien thereon of the Bonds
and the Outstanding 1997 Bonds, however, such additional superior bonds or other additional
superior securities shall not be issued as general obligations of the County.
Refunding Securities
At any time after the Bonds, or any part thereof, are issued and remain
Outstanding, if the County shall find,it desirable to refund any Outstanding Bonds or other
B-29
RENO\289609. l.DEPATTTMENT.NO'IYET
Outstanding securities payable from and constituting a lien upon any Pledged Revenues, such
Bonds or other securities, or any part thereof, may be refunded only if the Bonds or other
securities at the time or times of their required surrender for payment shall then mature or shall
be then callable for prior redemption for the purpose of refunding them at the County's option
upon proper call, unless the owner or owners of all such Outstanding Bonds or other securities
consent to such surrender and payment, regardless of whether the priority of the lien for the
payment of the refunding securities on the Pledged Revenues is changed (except as otherwise
provided in the 2009D Bond Ordinance).
The refunding bonds or other refunding securities so issued, unless issued as
subordinate securities, shall enjoy complete equality of lien with the portion of any securities of
the same issue which is not refunded, if there is any; and the owner or owners of the refunding
securities shall be subrogated to all of the rights and privileges enjoyed by the owner or owners
of the unrefunded securities of the same issue partially refunded by the refunding securities.
Any refunding bonds or other refunding securities payable from any Pledged
Revenues shall be issued with such details as the County may by instrument provide, subject to
the provisions of the 2009D Bond Ordinance, and subject to the inclusion of any such rights and
privileges designated in the 2009D Bond Ordinance, but without any impairment of any
contractual obligation imposed upon the County by any proceedings authorizing the issuance of
any unrefunded portion of the Outstanding securities of any one or more issues (including,
without limitation, the Bonds).
If only a part of the Outstanding Bonds and other Outstanding securities of any
issue or issues payable from the Pledged Revenues is refunded, then such securities may not be
refunded without the consent of the owner or owners of the unrefunded portion of such
securities:
A. Requirements Not Increased. Unless the refunding securities do not
increase for any Fiscal Year the annual principal and interest requirements
evidenced by the refunding securities and by the Outstanding securities not
refunded on and before the last maturity date or last Redemption Date, if any,
whichever is later, if any, of the unrefunded securities, and unless the lien of any
refunding bonds or other refunding securities on the Pledged Revenues is not
raised to a higher priority than the lien thereon of the bonds or other securities
thereby refunded; or
B. Sulordinate Lien. Unless the lien on any Pledged Revenues for the
payment of the refunding securities is subordinate to each such lien for the
payment of any securities not refunded; or
C. Default and Earnings Test. Unless the refunding bonds or other refunding
securities are issued in compliance with the 2009D Bond Ordinance and described
under "Issuance of Superior and Parity Securities" in this summary (including
subsections A. through D. thereof).
B-30
RENOU 89609. I -DEPARTMENT. NOl'YET
Rate Maintenance Covenant
The County shall charge against users or against purchasers of services or
commodities pertaining to the Golf Course Facilities such fee, rates and other charges as shall be
suffrcient to produce Gross Revenues annually which, together with any other funds available
therefor, will be in each Fiscal Year of the County at least equal to the sum of:
A. an amount equal to the annual operation and Maintenance Expenses for
such Fiscal Year;
B' an amount equal to the debt service due in such Fiscal Year on the then
Outstanding Bonds and any superior or parity securities; and
C- any other amounts payable from the Net Revenues and pertaining to the
Golf Course Facilities, including, without limitation, any subordinate securities and anly other
securities pertaining to the Golf Course Facilities, operation and maintenance reserves, capital
reserves and prior deficiencies pertaining to any account relating to Gross Revenues.
The foregoing rate maintenance covenant is subject to compliance by the County
with any legislation of the United States or the State or any regulation oiother u.iion taken by
the Federal Government or any State agency or public body of the State pursuant to such
legislation, in the exercise of the police power thereof for the public welfare, which legislation,
regulation or action limits or otherwise inhibits the amounts of fees, rates and other chaiges due
to the County as a result of the operation of the Golf Course Facilities, including, without
limitation, increases in the amounts of such charges. All of such Pledged Revenues shall be
subject to distribution to the payment of the Bond Requirements of all securities payable from
the Pledged Revenues, including reasonable reserves therefor, as herein provided and the
payment of expenses of the Project.
Tax Covenant
The County covenants for the benefit of the owners of the Bonds that it will not
take any action or omit to take any action with respect to the Bonds, the proceeds thereof, any
other funds of the County or any project refinanced with the proceeds of the Bonds if such action
or omission (i) would cause the interest on the Bonds to lose its exclusion from gross income for
federal income tax purposes under Section 103 of the Tax Code, or (ii)would cause interest on
the Bonds to lose its exclusion from alternative minimum taxable income as defined in
Section 55(bX2) of the Tax Code except to the extent such interest is required to be included in
the adjusted current eamings adjustment applicable to corporations under Section 56 of the Tax
Code in calculating corporate alternative minimum taxable income. The foregoing covenant
shall remain in full force and effect notwithstanding the payment in full or defeasance of the
Bonds until the date on which all obligations of the County in fulfilling the above covenant under
the Tax Code have been met.
B-31
RENO\289609. I -DEPARTMENT.NOTYET
Events of Default
Each of the following events is declared an "event of default', under
the 2009D
Bond Ordinance:
A. Payment of the principal of any of the Bonds, or any prior redemption
premium due in connection therewith, or both, is not made when the same becomes
due and
payable, at maturity, or on the mandatory redemption dates if any, or by proceedings
for optional
prior redemption, or otherwise;
B. Payment of any installment of interest on the Bonds is not made when the
same becomes due and payable;
C' The County for any reason is rendered incapable of fulfilling its
obligations hereunder;
D. The County fails to carry out and to perform (or in good faith to begin the
performance of) all acts and things lawfully required to be carried out oito be perform"a
Uy it
under any contract relating to the Pledged Revenues, or otherwise, including, without limitation,
the 2009D Bond Ordinance, and such failure continues for 60 days after receipt of notice from
the owners of a majority in principal amount of the Bonds then Outstanding or the insurer of the
Bonds, if any;
E.
An order or decree is entered by a court of competent jurisdiction with the
consent oracquiescence of the County appointing a receiver or receivers for the Pledged
Revenues and any other moneys subject to the lien to secure the payment of the Bonds, or iian
order or decree having been entered without the consent or acquiescence of the County is not
vacated or discharged or stayed on appeal within 60 days after entry; and
F. The County makes any default in the due and punctual performance of any
other of the representations, covenants, conditions, agreements and other ptouirion, contained in
the Bonds or in the 2009D Bond Ordinance on its part to be performed, and if the default
continues for 60 days after written notice specifying the default and requiring the same to be
remedied is given to the County by the owners of a majority in principai amount of the Bonds
then Outstanding or the insurer of the Bonds, if any.
Remedies for Default
Upon the happening and continuance of any of the events of default, as provided
in the 2009D Bond Ordinance and described under "Events of Default" in this summary, then
and in every case the owner or owners or not less than a majority in principal amount of the
Bonds then Outstanding or the insurer of the Bonds, if any, including, without limitation, a
trustee or trustees therefor, may proceed against the County and its agents, officers and
employees to protect and to enforce the rights of any owner of Bonds under the 2009D Bond
Ordinance by mandamus or by other suit, action or special proceedings in equity or at law, in any
court of competent jurisdiction, either for the appointment of a receiv"i oi for the specifit
B-32
RENOU89609, I -DEPARTMENT.NOT\GT
performance of any covenant or agreement contained herein or in
an award of execution of any
power herein granted for the enforcement of any proper, legal or equitable
remedy as the o*rr.,
or owners may deem most effectual to protect and to enforce the rights aforesaid,
or thereby to
enjoin any act or thing which may be unlawful or in violation of an"y right of
any owner of any
Bond, or to require the County to act as it if were the trustee of an express
trust, or any
combination of such remedies. All proceedings at law or in equity shall be instituted,
had ani
maintained for the equal benefit of all owners of the Bonds und u.ry parity
securities then
Outstanding.
Amendment of the 2009D Bond Ordinance
The 2009D Bond Ordinance may be amended or supplemented by instruments
adopted by the County in accordance with the laws of the State, wittrout
receipt Uy ifre County of
any additional consideration, and without notice to or the consent of the owners
of any of th.
Bonds for any one or more of the following purposes:
A' To cure any ambiguity, or to cure, correct or supplement any defect or
inconsistent provision contained in the 2009D Bond Ordinance, or to make
any provisions with
respect to matters arising under the 2009D Bond Ordinance or for any other purpose
provisions are necessary or desirable and do not materially adversely aifect
if such
the interests of the
owners of the Bonds: or
B' To subject to the 2009D Bond Ordinance additional revenues, properties
or collateral as security for the Bonds.
In addition, the 2009D Bond Ordinance may be amended for other purposes with
the written consent of the owners of a majority in aggregate principal amount of
the Bonds
authorized by the 2009D Bond Ordinance and Outstanding at ihe ti-. of the
adoption of the
amendatory or supplemental instrument, excluding any Bonds which may then be
held or owned
for the account of the County, but including such refunding securities u. be issued for the
purpose of refunding any of the Bonds if the refunding securities are
-uy
not ownei by the County.
Limitations upon Amendments
No such instrument shall permit without the written consent of all owners of the
Bonds adversely and materially affected thereby:
(a)
A change in the maturity or in the terms of redemption of the principal of
any outstanding Bond or any installment of interest thereon; or
(b) A reduction in the principal amount of any Bond, the rate of interest
thereon, or any prior redemption premium payable in connection therewith,
without the consent
of the owner of the Bond: or
(c)The creation of a lien upon or a pledge of revenues ranking prior to the
lien or to the pledge created by the 2009D Bond ordinante: or
B-33
RENOU89609. I -DEPARTMENT.NOTYET
(d) A reduction of the percentages or otherwise affecting the description of
Bonds the consent of the owners of which is required for any modification or amend."ni o,
(e)
The establishment of priorities as between Bonds issued and Outstandins
under the provisions of the 2009D Bond Ordinance; or
(0 The modifications of or otherwise materially and prejudicially affecting
the rights or privileges of the owners of less than all of the Bonds then Outstandins.
B-34
RENOU89609. I -DEPARTI\4ENT.NOTYET
APPENDIX 56D'
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and
delivered by Washoe County, Nevada (the "Issuer") in connection with the issuance of its Washoe
County, Nevada, General Obligation (Limited Tax) Building Bonds (Additionally Secured by Pledgod
Revenues),Series2009A,intheaggregateprincipalamountof$-(the.2009ABonds'');its
Washoe County, Nevada, General Obligation (Limited Tax) Various Purpose Bonds, Series 20098, in
theaggregateprincipalamountof$-(the.2009BBonds',);itsWashoeCounty,Nevada,
General Obligation (Limited Tax) Medium-Term Refunding Bonds, Series 2009C, in the aggregate
principal amount of$_ (the'2009C Bonds"); its Washoe County, Nevadq GeneralObligation
(Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Refunding Bonds, Series
2o09D,intheaggregateprincipalamountof$-(the.2009DBonds'').The2009ABonds,
20098 Bonds, 2009C Bonds and 2009D Bonds (the "Bonds") arebeing issued pursuant to thebond
ordinances of the Issuer adopted on February 24,2009 (the "Ordinancess"). The Issuer covenants
and agrees as follows:
SECTION 1.
Purpose of the Disclosure Certificate. This Disclosure Certificate is
being executed and delivered by the Issuer for the benefit ofthe holders and beneficial owners ofthe
Bonds and in order to assist the Participating Underwriter in complying with Rule l5c2-12(b)(5) of
the Securities and Exchange Commission (the "SEC").
SECTION 2. Definitions. In addition to the definitions set forth in the Ordinances
or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure
Certificate unless otherwise defined in this Section, the following caprtal:zed terms shall have the
following meanings:
"Annual Report" shall mean any Annual Report provided by the Issuer pursuant to,
and as described in, Sections 3 and 4 ofthis Disclosure Certificate.
"Dissemination Agent" shall mean, initially, the Issuer, or any successor Dissemination
Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of
such designation.
'Material Events" shall mean any of the events listed in Section 5 ofthis Disclosure
Certificate.
"MSRB" shallmeanthe Municipal Securities Rulemaking Board. As ofJuly 1,2009,
the MSRB's required method of filing will be electronically via its Electronic Municipal Market
Access (EMMA) system available on the Internet at http://emma.msrb.org.
D-l
RENO\288857. r403400. 167
"Participating Underwriter" shall mean any ofthe original underwriters ofthe Bonds
required to comply with the Rule in connection with an offering ofthe Bonds.
"Rule" shall mean Rule 15c2-12(bx5) adopted by the SEC under the Securities
Exchange Act of 1934, as the same may be amended from time to time.
SECTION 3. Provision of Annual Reports.
(a)The Issuer shall, or shall cause the Dissemination Agent to, not later than 9
months following the end ofthe Issuer's fiscal year of each year, commencng}T} days following the
end ofthe Issuer's fiscal year ending June 30, 2009, provide to the MSRB in an electronic format as
prescribed by the MSRB, an Annual Report which is consistent with the requirements of Section 4 of
this Disclosure Certificate. Not later than five (5) business days prior to said date, the Issuer shall
provide the Annual Report to the Dissernination Agent (ifother than the Issuer). The Annual Report
may be submitted as a single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 4 ofthis Disclosure Certificate;provided that
the audited financial statements of the Issuer may be submitted separately from the balance of the
Annual Report.
(b)
Ifthe Issuer is unable to provide to the MSRB an Annual Report by the date
required in subsection (a), the Issuer shall send or cause to be sent a notice in substantially the form
attached as Exhibit'4" to the MSRB.
(c) The Dissemination Agent shall:
(t) determine each year prior to the date for providing the Annual Report
the appropriate electronic format prescribed by the MSRB;
(it) ifthe DisserninationAgent is otherthanthe Issuer, send writtennotice
to the Issuer at least 45 days prior to the date the Annual Report is due stating
that the Annual Report is due as provided in Section 3(a) hereof; and
(iii) ifthe Dissemination Agent is otherthan the Issuer, file a report with
the Issuer certifying that the Annual Report has been provided pursuant to this
Disclosure Certificate, stating the date it was provided and listing all the
entities to which it was provided.
SECTION 4. Content ofAnnual Reports. The Issuer's Annual Report shall contain
or incorporate by reference the following:
(a)
A copy of its annual financial statements prepared in accordance with generally
accepted accounting principles audited by a firm of certified public accountants. If audited annual
financial statements are not available by the time specified in Section 3(a) above, unaudited financial
D-2
RENO\288857. l 403400. I 67
statements will be provided as part of the Annual Report and audited financial statements
will be
provided when and if available.
(b) An update ofthe type ofinformation identified in Exhibit "B" hereto. which is
contained in the tables in the official Statement with respect to the Bonds.
Any or all of the items listed above may be incorporated by reference from other documents,
including official statements ofdebt issues ofthe Issuer or related public entities, which
are available
to the public on the MSRB's Internet Web Site or filed with the SEC. The Issuer shall clearlyidentifr
each such document incorporated by reference.
SECTION 5. Reporting ofMaterial Events. The Issuer shall provide or cause to be
provided, in a timely manner, notice of any ofthe following events with respect to
the Bonds, if such
event is material to the MSRB:
(a) Principal and interest payment delinquencies;
(b) Non-payment related defaults ;
(c) Unscheduled draws on debt service reserves reflecting financial difficulties;
(d) Unscheduled draws on credit enhancements reflecting financial difficulties;
(e) Substitution of credit or liquidity providers, or their failure to perform;
(D Adverse tax opinions or events affecting the tax-exempt status ofthe Bonds;
(e) Modifications to rights of bondholders;
(h) Bond calls;
(r) Defeasances;
0) Release, substitution or sale ofproperty securing repayment ofthe Bonds; or
(k) Rating changes.
Notwithstanding the foregoing, any notices provided pursuant to this Section prior to July
l, 2009
(and only notices provided prior to such date), shall be provided to any
of tire following: (i; tt
central post office known as DisclosureUSA, currently managed by the Municipal
Advisory Council "
of Texas and located on the Internet at the website www.DisclosureUSA.org;iir) the
MSRB via its
CDINet program, currently located on the Intemet at the website
http://www.msrb.org/msrbl/cdi/cdi.asp; or (iii) all ofthe Nationally Recognized Municipal
Securities
D-3
RENO\288857. t-003400. 167
Information Repositories for purposes ofthe Rule, as recognized from time to timebythe SEC and as
currently listed on the Intemet at the website www.sec.gov/info/municipaVnrmsir.htm.
SECTION 6. Identitring Information. All documents provided to the MSRB
pursuant to this Disclosure Certificate shall be accompanied by identifying information as prescribed
bythe MSRB.
SECTION 7. Termination ofReporting Obligation. The Issuer's obligations under
this Disclosure Certificate shall terminate upon the earliest of: (t) the date of legal defeasance, prior
redemption or payment in full of all of the Bonds; (ii) the date that the Issuer shall no longer
constitute an'bbligated person" within the meaning of the Rule; or (iii) the date on which those
portions of the Rule which require this written undertaking are held to be invalid by a court
of
competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do
not apply to the Bonds.
SECTION 8. Dissemination Agent. The Issuer may, from time to time, appoint or
engage a Dissemination Agent to assist the Issuer in carrying out its obligations under this Disclosure
Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor
Dissemination Agent.
SECTION 9. Amendment: Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Issuer may amend this Disclosure Certificate, and may*uiu" *yprovision
ofthis Disclosure Certificate, without the consent ofthe holders and beneficial owners ofthe Bonds,
if such amendment or waiver does not, in and ofitself, cause the undertakings herein (or action ofany
Participating Underwriter in reliance on the undertakings herein) to violatelhe Rule, but taking into
account any subsequent change in or official interpretation ofthe Rule. The Issuer will provide
iotice
of such amendment or waiver to the MSRB.
SECTION 10. Additional Information. Nothing in this Disclosure Certificate shallbe
deemed to prevent the Issuer from disseminating any other information, using the means
of
dissemination set forth in this Disclosure Certificate or any other means of communication,
or
including any other information in any Annual Report or notice ofoccurrence ofa Material
Event, in
addition to that which is required by this Disclosure Certificate. Ifthe Issuer chooses to include
any
information in any Annual Report or notice of occurrence of a Material Event in addition to
that
which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation
under
this Disclosure Cenificate to update such information or include it in any future nnnuat Report
or
notice ofoccurrence of a Material Event.
SECTION 11. Default. In the event of a failure of the Issuer to comply with any
provision of this Disclosure Certificate, any holder or beneficial owner of the Bonds rnay
take sucir
actions as may be necessary and appropriate, including seeking mandate or specific performance
by
court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate.
A
default under this Disclosure Certificate shall not be deemed an event ofdefault under the Ordinances.
D-4
RENOV888s7. 1403400. I 67
and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to
comply with this Disclosure Certificate shall be an action to compel performance.
SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the
benefit of the Issuer, the Dissemination Agent, the Participating Underwriter, the holders and
beneficial owners from tirne to time of the Bonds, and shall create no rights in any other person or
entity.
DATE: 2009
WASHOE COUNTY. NEVADA
Finance Director
D-5
RENOV88857. l-003400. 167
EXHIBIT 6'4'
NOTICE TO MT]NICIPAL SECURITIES RULEMAKING BOARI)
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Washoe County, Nevada
Name of Bond Issues: General Obligation (Limited Tax) Building Bonds (Additionally
Secured by
Pledged Revenues), Series 2009A
General obligation (Limited Tax) various purpose Refunding Bonds,
series
20098
General obligation (Limited Tax) Medium-Term Refunding Bonds,
Series
2009c
General obligation (Limited Tax) (Additionally secured by pledge.d
Revenues) ) Golf Course Refunding Bonds, Series 2009D
Date of Issuance: 2009
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual
Report
with respect to the above-named Bonds as required by the Bond ordinances
adopted on February 24,
2009 andthe Continuing Disclosure Certificate executed on_
,z11gbythelssuer. The
Issuer anticipates that the Annual Report will be filed by
Dated:
WASHOE COUNTY. NEVADA
By:
Title:
D-6
RENOU88857. 1403400. l6?
EXHIBIT "B'
(See page -viii- of this Official Statement)
D-7
RENO\288857. I -003400. I 67
APPENDIX IIEII
FORM OF APPROVING OPINIONS OF BOND COUNSEL
Washoe County, Nevada
County Administration Complex
1001 East Ninth Street
Reno. Nevada 89512
Washoe Countyo Nevada
General Obligation (Limited Tax) Building Bonds
(Additionally Secured by Pledged Revenues)
Series 2009A
Ladies and Gentlemen:
We have acted as bond counsel to Washoe County, Nevada (the "County'' and the
"State," respectively), in connection with its issuance of the "Washoe County, Nevada, General
Obligation (Limited Tax) Building Bonds (Additionally Secured by Pledged Revenues), Series
20094" (the "Bonds"), pursuant to an authorungordinance adopted and approved by the Board of
County Commissioners on February 24,2009 (the "Bond Ordinance"). In such capacity, we have
examined the County=s certified proceedings and such other documents and such law ofthe State and
of the United States of America as we have deemed necessary to render this opinion letter.
Capitalned terms not otherwise defined herein shall have the meanings ascribed to them in the Bond
Ordinance.
Regarding questions of fact material to our opinions, we have relied upon the
County's certified proceedings and other rqxesentations and certifications of public officials and
others furnished to us without undertaking to verify the same by independent investigation.
Based upon such examination, it is our opinion as bond counsel that:
l. The Bonds constitute the vatd and binding limited tax general obligations of
the Countv.
2- All of the taxable property in the County is subject to the levy of annual
general (ad valorem) taxes to pay the Bonds, subject to the limitations imposed by the Constitution
and laws of the State.
3. As provided in the Bond Ordinance and in accordance with the provisions of
NRS 361.463, taxes levied for the payment ofthe bonded indebtedness (including the Bonds) of all
overlapping units within the boundaries of the County (i.e., the State, the County, and any other
political subdivision therein) and for the payment of interest on such indebtedness enjoy a priority
RENOV864 I l. l-003400. 167
over taxes levied by each such unit (including, without limitation, the State and the County) for all
other purposes (subject to any exception implied by law for the exercise ofthe police power) where
reduction is necessary in order to comply with NRS 361.453.
4. The Bonds are additionally secured by and payable from the Pledged
Revenues. The Bond Ordinance creates a valid lien on the Pledged Revenues and the Bond Fund
pledged therein for the security of the Bonds on a parity with the lien of the Outstanding parity
securities and any parity securities hereafter issued. Except as described in this paragraptq we express
no opinion regarding the priority ofthe lien on the Pledged Revenues or on the Bond Fund created by
the Bond Ordinance.
5. Interest on the Bonds is excluded from gross income under federal income tax
laws pursuant to Section 103 of the Intemal Revenue Code of 1986, as amended to the date hereof
(the "Tax Code"), and interest on the Bonds is excluded from alternative minimum taxable income as
defined in Section 55OX2) of the Tax Code, except that such interest is required to be included in
calculating the adjusted current eamings adjustment applicable to corporations for purposes of
computing the alternative minimum taxable income of corporations. The opinions expressed in this
paragraph assume continuous compliance with the covenants and representations contained in the
County=s certified proceedings and in certain other documents and certain other certifications
furnished to us.
6. Under the laws of the State in effect as of the date hereof, the Bonds, their
transfer, and the income therefrom are free and exempt from taxation by the State or any subdivision
thereo{ except for the tax on estates imposed pursuant to Chapter 375A of NRS and the tax on
generation-skipping transfers imposed pursuant to Chapter 3758 ofNRS.
The opinions expressed in this opinion letter are subject to the following:
The obligations of the County pursuant to the Bonds and the Bond Ordinance are
subject to the application of equitableprinciples, to the reasonable exercise inthe futurebythe State
and its governmental bodies of the police power inherent in the sovereignty of the State and to the
exercise by the United States of America of the powers delegated to it by the Federal Constitution,
including without limitation, bankruptcy powers.
In expressing the opinions above, we are relying, in part, on a report of independent
certified public accountants veriffing (i) the mathematical computations of the adequacy of the
maturing princtpal amounts of and interest on the investments and moneys included in the Escrow
Account to pay when due, at stated maturity or upon prior redemption, all principal of, any prior
redemption premiums, and interest on the Refunded Bonds, and (ii) the mathematical calculations of
the yield ofthe Bonds and the yield of certain investments made with the proceeds ofthe Bonds and
other moneys deposited in the Escrow Account.
In this opinion letter issued in our capacity as bond counsel, we are opining onlyupon
those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness
of the Official Staternent relating to the'Bonds or any other statements made in connection with any
RENO\28641 1. l -003400.r67
offer or sale of the Bonds or upon any state or federal tax consequences arising from the receipt or
accrual of interest on or ownership or disposition of the Bonds, except those specifically addressed
herein.
This opinion letter is issued as of the date hereof and we assume no obligation to
revise or supplement this opinion letter to reflect any facts or circumstances that mayhereafter come
to our attention or any changes in law that may hereafter occur.
Respect fu lly submitted,
RENOV864 I l. l-003400. t67
Washoe County, Nevada
County Administration Cornplex
1001 East Ninth Street
Reno, Nevada 89509
Washoe County, Nevada
General Obligation (Limited Tax)
Various Purpose Refunding Bonds
Series 20098
Ladies and Gentleman:
We have acted as bond counsel to Washoe County, Nevada (the "County'' and the
"State," respectively), in connection with its issuance of the above captioned bonds (the "Bonds")
pursuant to an authorongordinance adopted and approved bythe Board ofCounty Commissioners
of the County on February 24,2009 (the "Bond Ordinance"). In such capacrty, we have examined
the County=s certified proceedings and such other documents and such law of the State and ofthe
United States of America as we have deemed necessary to render this opinion letter. Capitalu:ed
terms not otherwise defined herein shall have the meanings ascribed to them by the Bond Ordinance.
Regarding questions of fact material to our opinions, we have relied upon the
County's certified proceedings and other representations and certifications of public officials and
others fumished to us without undertaking to verify the same by independent investigation.
Based upon such examination, it is our opinion as bond counsel that:
1. The Bonds constitute valid and binding limited tax general obligations ofthe
County.
2. All of the taxable property in the County is subject to the levy of
annual
general (ad valorem) taxes to pay the Bonds, subject to the limitations imposed by the Constitution
and laws of the State.
3. As provided in the Bond Ordinance and in accordance with the provisions of
NRS 361.463, taxes levied for the payment ofthe bonded indebtedness (including the Bonds) of a1l
overlapping units within the boundaries of the County (i.e., the State, the County, and any other
political subdivision therein) and for the payment of interest on such indebtedness enjoy a priority
over taxes levied by each such unit (including, without limitation, the State and the County) for all
other purposes (subject to any exception implied by law for the exercise ofthe police power) where
reduction is necessary in order to comply with NRS 361.453.
4. Interest on the Bonds is excluded from gross income under federal income tax
laws pursuant to Section 103 ofthe Intemal Revenue Code of 1986. as amended to the date hereof
RENOU864l t.1403400. 167
(the "Tax Code"), and interest on the Bonds is excluded frorn alternative minimum taxable income as
defined in Section 55(bX2) of the Tax Code, except that such interest is required to be included in
calculating the adjusted current earnings adjustment applicable to corporations for purposes of
computing the alternative minimum taxable income of corporations. The opinions expressed in this
paragraph assume continuous compliance with the covenants and representations contained in the
County=s certified proceedings and in certain other documents and certain other certifications
fumished to us.
5.Under the laws of the State in effect as of the date hereof,, the Bonds, their
transfer, and the income therefrom are free and exempt from taxation by the State or any subdivision
thereo{, except for the tax on estates imposed pursuant to Chapter 375A of NRS and the tax on
generation-skipping transfers imposed pursuant to Chapter 3758 ofNRS.
The opinions expressed in this opinion letter are subject to the following:
The obligations of the County pursuant to the Bonds and the Bond Ordinance are
subject to the application of equitable principles, to the reasonable exercise in the future by the State
and its governmental bodies of the police power inherent in the sovereignty ofthe State, and to the
exercise by the United States of America of the powers delegated to it by the Federal Constitution,
including without limitation, bankruptcy powers.
In expressing the opinions above, we are relying, in part, on a report of independent
certified public accountants verifying (i) the mathematical computations of the adequacy of the
maturing principal amounts of and interest on the investments and moneys included in the Escrow
Account to pay when due, at stated maturity or upon prior redemption, all principal o[, any prior
redemption premiums, and interest onthe Refunded Bonds, and (ii) themathematical calculations of
the yield ofthe Bonds and the yield of certain investments made with the proceeds ofthe Bonds and
other moneys deposited in the Escrow Account.
In this opinion letter issued in our capacity as bond counsel, we are opining onlyupon
those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness
ofthe Official Statement relating to the Bonds or any statements made in connection with any offer or
sale of the Bonds or upon any state or federal tax consequences arising fromthe receipt or accrual of
interest on or ownership or disposition ofthe Bonds, except those specifically addressed herein.
This opinion letter is issued as of the date hereof and we assume no obligation to
revise or supplanent 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.
Respectfully submitted,
RENO\28641 l. l-003400. 167
Washoe County, Nevada
County Administration Complex
l00l East Ninth Street
Reno. Nevada 89509
Washoe County, Nevada
General Obligation (Limited Tax)
Medium-Term Refunding Bonds
Series 2009C
Ladies and Gentleman:
We have acted as bond counsel to Washoe County, Nevada (the "County'' and the
"State," respectively), in connection with its issuance of the above captioned bonds (the ,,Bonds,')
pursuant to an authofungordinance adopted and approved bythe Board ofCounty Commissioners
of the County on February 24,2009 (the "Bond Ordinance"). In such capacity, we have examined
the County=s certified proceedings and such other documents and such law ofthe State and ofthe
United States of America as we have deemed necessary to render this opinion letter. CapitalaeA
terms not otherwise defined herein shall have the meanings ascribed to thembythe Bond Ordinance.
Regarding questions of fact material to our opinions, we have relied upon the
County's certified proceedings and other representations and certifications of public officials and
others furnished to us without undertaking to verify the same by independent investigation.
Based upon such examination, it is our opinion as bond counsel that:
1. The Bonds constitute valid and binding limited tax general obligations ofthe
County.
2. The principal of and interest on the Bonds is payable from anymoneys ofthe
County legally available for the purpose of making such payment and the County has irrevocably
pledged its full faith and credit for the purpose ofmaking such payment on the Bonds.
3.All of the taxable property in the County is subject to the levy of annual
general (ad valorem) taxes to pay the Bonds, subject to the limitations irnposed by the Constitution
and laws ofthe State, including, without limitation, the limitations on ad valoremtaxes contained in
NRS 354.5981 1, 354.59813, 354.59815, 354.5992 and 361.453.
4. Interest on the Bonds is excluded from gross income under federal income tax
laws pursuant to Section 103 ofthe Intemal Revenue Code of 1986, as amended to the date hereof
(the "Tax Code"), and interest on the Bonds is excluded from alternative minimum taxable income as
defined in Section 55(bX2) of the Tax Code, except that such interest is required to be included in
calculating the adjusted current eamings adjustment applicable to corporations for purposes of
RENOU864 l t. l-003400. I 67
computing the alternative minimum taxable income of corporations. The opinions expressed in this
paragraph assume continuous compliance with the covenants and representations contained in the
County=s certified proceedings and in certain other documents and certain other certifications
furnished to us.
5. Under the laws of the State in effect as of the date hereof, the Bonds, their
transfer, and the incorne therefrom are free and exempt from taxation by the State or any subdivision
thereof, except for the tax on estates imposed pursuant to Chapter 375A of NRS and the tax on
generation-skipping transfers imposed pursuant to Chapter 3758 ofNRS.
The opinions expressed in this opinion letter are subject to the following:
The obligations of the County pursuant to the Bonds and the Bond Ordinance are
subject to the application of equitable principles, to the reasonable exercise inthe futurebythe State
and its governmental bodies of the police power inherent in the sovereignty ofthe State, and to the
exercise by the United States of America of the powers delegated to it by the Federal Constitution,
including without limitation, bankruptcy powers.
In expressing the opinions above, we are relying, in part, on a report of independent
certified public accountants verifying (i) the mathematical computations of the adequacy of the
maturing principal amounts of and interest on the investments and moneys included in the Escrow
Account to pay when due, at stated maturity or upon prior redemption" all principal of, any prior
redemption premiums, and interest onthe Refunded Bonds, and (ii) themathematical calculations of
the yield of the Bonds and the yield of certain investments made with the proceeds of the Bonds and
other moneys deposited in the Escrow Account.
In this opinion letter issued in our capacity as bond counsel, we are opining onlyupon
those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness
ofthe Official Statement relating to the Bonds or anystatements made in connectionwithanyofferor
sale ofthe Bonds or upon any state or federal tux consequences arising from the receipt or accrual of
interest on or ownership or disposition ofthe Bonds, except those specifically addressed herein.
This opinion letter is issued as of the date hereof and we assume no obligation to
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.
Respectfu lly submitt ed,
RENO\28641 1. l-003400. 167
Washoe County, Nevada
County Administration Complex
1001 East Ninth Street
Reno. Nevada 89509
Washoe County, Nevada
General Obligation (Limited Tax)
(Additionally Secured by Pledged Revenues)
Golf Course Refunding Bonds
Series 2009D
Ladies and Gentlernan:
We have acted as bond counsel to Washoe County, Nevada (the "County'' and the
"State," respectively), in connection with its issuance of the above captioned bonds (the "Bonds,,)
pursuant to an authorangordinance adopted and approved bythe Board ofCounty Commissioners
of the County on February 24,2009 (the "Bond Ordinance"). In such capacity,we have examined
the County=s certified proceedings and such other documents and such law of the State and ofthe
United States of America as we have deemed necessary to render this opinion letter. Capitalad
terms not otherwise defined herein shall have the meanings ascnbed to them by the Bond Ordinance.
Regarding questions of fact material to our opinions, we have relied upon the
County's certified proceedings and other representations and certifications of public officials and
others furnished to us without undertaking to verify the same by independent investigation.
Based upon such examination, it is our opinion as bond counsel that:
1. The Bonds constitute valid and binding limited tax general obligations ofthe
County.
2- All of the taxable property in the County is subject to the levy of annual
general (ad valorem) taxes to pay the Bonds, subject to the limitations imposed by the Constitution
and laws of the State.
3. As provided in the Bond Ordinance and in accordance with the provisions of
NRS 361.463, taxes levied for the payment of the bonded indebtedness (including the Bonds) of all
overlapping units within the boundaries of the County (i.e., the State, the County, and any other
political subdivision therein) and for the payment of interest on such indebtedness enjoy a priority
over taxes levied by each such unit (including, without limitation, the State and the County) for all
other purposes (subject to any exception implied by law for the exercise ofthe police power) where
reduction is necessary in order to comply with NRS 361.453.
4. The Bonds are. additionally secur"d by and payable from the Pledged
RENO\28641 l. l-003400. 167
Revenues. The Bond Ordinance creates a valid lien on the Pledged Revenues pledged therein for the
security of the Bonds on a parity with any parity securities Outstanding or hereafter issued and
subordinate to any superior securities hereafter issued. The Bond Ordinance also creates a valid lien
on the Bond Fund. Except as described in this paragraplq we express no opinion regarding the
priority of the lien on the Pledged Revenues or on the funds and accounts created by the Bond
Ordinance.
5.
Interest on the Bonds is excluded from gross income under federal income tax
laws pursuant to Section 103 ofthe Internal Revenue Code of 1986, as amended to the date hereof
(the "Tax Code"), and interest on the Bonds is excluded from altemative minimum taxable income as
defined in Section 55(bX2) of the Tax Code, except that such interest is required to be included in
calculating the adjusted current earnings adjustment applicable to corporations for purposes of
computing the altemative minimum taxable income of corporations. The opinions expressed in this
paragraph assume continuous compliance with the covenants and representations contained in the
County=s certified proceedings and in certain other documents and certain other certifications
furnished to us.
6. Under the laws of the State in effect as of the date hereof, the Bonds, their
transfer, and the income therefrom are free and exernpt from taxation by the State or any subdivision
thereofi, except for the tax on estates imposed pursuant to Chapter 375A of NRS and the tax on
generation-skrpping transfers imposed pursuant to Chapter 3758 ofNRS.
The opinions expressed in this opinion letter are subject to the following:
The obligations of the County pursuant to the Bonds and the Bond Ordinance are
subject to the application of equitable principles, to the reasonable exercise in the future by the State
and its governmental bodies of the police power inherent in the sovereignty of the State, and to the
exercise by the United States of America of the powers delegated to it by the Federal Constitutiorq
including without limitation, bankruptcy powers.
In expressing the opinions above, we are relying, in part, on a report of independent
certified public accountants verifying the mathematical computations ofthe adequacy ofthe maturing
principal amounts of and interest on the investments and moneys included in the Escrow Account to
pay when due, at stated maturity or upon prior redemption, all principal oq any prior redemption
premiums, and interest on the Refunded Bonds.
In this opinion letter issued in our capacity as bond counsel, we are opining onlyupon
those matters set forth herein, and we are not passing upon the accuracy, adequacy or cornpleteness
ofthe Official Statement relating to the Bonds or any statements made in connection with any offer or
sale ofthe Bonds or upon any state or federal tax consequences arising from the receipt or accrual of
interest on or ownership or disposition of the Bonds, except those specifically addressed herein.
RENO\28641 1. 1-003400.167
This opinion letter is issued as of the date hereof and we assume no obligation to
revise or supplement this opinion letter to reflect any facts or cfucumstances that may hereafter come
to our attention or any changes in law that may hereafter occur.
Respectfully submitt ed,
RENOU8641 l. l-003400. 167
APPENDIX ''F''
OFFICIAL NOTICE OF BOND SALE
$13,845,000* $16,495,000*
WASHOE COt NTY' NEVADA WASHOE COITNTY, NEVADA
GENERAL OBLIGATION (LIMITED TAX) GENERAL OBLIGATION (LIMITED TAD
BUILDING BONDS VARIOUS PURPOSE REFIIIIDING BONDS
(ADDITIONALLY SECURED BY PLEDGED SERIES 2OO9B
REVENUES)
SERIES 2OO9A
$5,100,000* $1,590,000*
WASHOE COT]IITY. NEVADA WASHOE COT]NTY. NEVAI}A
GENERAL OBLIGATION (LIMITED TAX) GENERAL OBLIGATION (LIMITED TAX)
MEDIUM-TERM REFUNDING BONDS (ADDITIONALLY SECURED BY PLEDGED
SERIES 2OO9C REVENUES)
GOLF COURSE REFT]NDING BONDS
SERIES 2OO9D
PUBLIC NOTICE IS HEREBY GMN that the Board ofCounty Commissioners
ofWashoe County, Nevada (the "Board," the "County," and the "State," respectively), on
Tuesday, March 10,2009
at the hour of
8:00 a.m. -2009A Bonds 8:30 a.m. - 20098 Bonds
9:00 a.m. -2009C Bonds 9:30 a.m. - 2009D Bonds
local time. in the office of
JOHN SHERMAN, FINAIICE DIRECTOR
WASHOE COT]NTY ADMINISTRATION COMPLEX
1OO1 EAST NINTH STREET
RENO, NEVADA
the County will receive and cause to be publicly opened sealed bids for the purchase ofthe bonds of
the County particularly described below (collectively, the ABonds@) or electronically via the PARITY
System as described under "BID PROPOSALSo below, for the purchase of the Bonds. Bids
delivered via the PARITY SYSTEM must be received by 8:30 a.m., local time, or at such other date
and time as is announced via Thomson Municipal News ("Munifacts") or Bloomberg Financial
F-1
RENOQ86493.l-003400. 167
Markets ("Bloomberg"), on such day of sale. Sealed bids must be delivered electronically or via
messenger (no bids will be received by mafl at the location specified above.
BOND PROVISIONS
THE BONDS: Washoe County, Nevad4 General Obligation (LimitedTax) Building
Bonds (Additionally Secured by Pledged Revenues), Series 20094, in the aggregate principal amount
of 913,845,000* (the "20094 Bonds"), Washoe County, Nevada, General Obligation (Limited Tax)
Various Purpose Refunding Bonds, Series 20098, inthe aggregateprincipalamountof$16,495,000*
(the "20098 Bonds"), Washoe County, Nevad4 General Obligation (Limited Tax) Medium-Term
Refunding Bonds, Series 2009C, in the aggregate principal amount of $5,100,000x (the "2009C
Bonds"), Washoe County, Nevada, General Obligation (Limited Tax) (Additionally Secured by
pledged Revenues) Golf Course Refunding Bonds, Series 2009D,inthe aggregateprincipal amount
of $i,590,000* (the "2009D Bonds") will be dated as of the date of delivery and will be issued in
fully registered, book entry form in denominations of $5,000 or any integral multiple thereof The
Bonds will be issued by means of a book entry system with no physical distribution ofbonds to the
public. See "BOOK ENTRY/TRANSFER AND EXCHANGE* below.
MATURITY SCIIEDULE: The Bonds are expected to mature ondates (subjectto
adjustment as described below) as shown in the respective maturity schedules (the "20094 Maturity
Scheduleu, the "20098 Maturity Schedule", the "2009C Maturity Schedule" andthe'2009D Maturity
Schedule"; collectively, the "2009 Maturity Schedules") available from Hobbs, Ong & Associates,
Inc. and Public Financial Management, Inc. (collectively, the "Financial Advisors") prior to the sale
date. It is anticipated that the 2009 Maturity Schedules will also be available electronically via
Munifacts or Bloomberg.
DISCOIINT OR PREMIUM PERMITTED : A bidder may offer to purchase each
of the series of Bonds at a discount or at a prernium as set forth in the 2009 Maturity Schedules.
ATURITI
p!!: The aggregateprincipal amount and principal amount of each maturity ofeach series ofBonds
are subject to adjustment by the County, after the determination ofthe bestbid. Changes to be made
will be communicated to the successful bidder by the time of award of the series of Bonds to the
successful bidder, these changes will not reduce or increase the aggregate principal amount of the
series of Bonds by more than 15 percent from the amounts shown in the applicable 2009 Maturity
Schedule. The successful bidder may not withdraw a bid as a result of any changes made within these
limits.
The dollar amount of the price bid (i.e., par less the discount bid or plus the premium
bid) by a successful bidder may be changed as described below, but the interest rates specified by the
successful bidder for all maturities will not change. A successful bidder may not withdraw its bid as a
result of any changes made within these limits. The dollar amount ofthe price bid will be changed so
that the percentage compensation to the successfulbidder (i.e., the percentageresulting fromdividing
F-2
RENoB86493. l-003400. 167
(i) the aggregate difference between the offering price of the series of Bonds to the public and the
price to be paid to the County (excluding any accrued interest), less anybond insurance premiumto
be paid by the bidder, bV (ii) the principal amount of the series of Bonds) does not increase from
what it would have been ifno adjustment was made to the principal amounts shown in the applicable
2009 Maturity Schedule.
To facilitate any adjustment in the principal amounts, the successful bidder is required
to indicate by facsimile transmission to the Finance Director at fax no. 775-328-2037 with one half
hour ofthe time ofbid opening, the initial offering price for each maturity ofthe series ofBonds, the
amount received from the sale of the series of Bonds to the public that will be retained by the
successful bidder as its compensation, and in the case of a bid submitted with bond insurancg the cost
of the insurance prernium. A bidder who intends to insure the series ofBonds shall also state, in the
facsimile transmission, whether the amount of the insurance premium will change as a result of
changes in the principal amount of the series of Bonds or the amount of principal maturing in any
year, and the method used to calculate any such change in the insurance premium.
OPTIONAL PRIOR REDEMPTION: The 2009A Bonds, or portions thereof
($5,000 or anyintegralmultiple), maturing on and after October l,2020willbesubjectto redemption
prior to their respective maturities at the option ofthe County on and after October l,z}lg,in whole
or in part at any time, from such maturities as are selected by the County and if less than all the
20094 Bonds of a maturity are to be redeemed, the 20094 Bonds of such maturity are to be selected
by lot (giving proportionate weight to 20094 Bonds in denominations larger than $5,000), at a price
equal to the principal amount of each 2009A Bond or portion thereof so redeemed plus accrued
interest thereon to the redemption date.
The 20098 Bonds, 2009C Bonds and 2009D Bonds, or portions thereof, are not
subject to redemption prior to their respective maturities at the option ofthe County.
MANDATORY SINKING FIIND REDEMPTION: Abiddermayrequest that the
2009A Bonds maturing on or after October 1,2020 be included in a term bond or term bonds (the
"Term Bonds"). Amounts included as a Term Bond must consist of consecutive maturities, must bear
the same rate of interest and must include the entire principal amount for any maturity included in the
Term Bond (i.e., the principal amount maturing in any year may not be divided between a serial
maturity and a mandatory sinking fund redemption). Any such Term Bond will be subject to
mandatory sinking fund redemption in installments in the same amounts and on the same dates as the
2009[Bonds would have matured ifthey were not included in a Term Bond or Term Bonds. 20094
Bonds redeemed pursuant to the mandatory sinking fund redernption provisions willbe redeemed at a
redemption price equal to the principal amount of the 2009A Bonds to be redeerned plus accrued
interest to the redemption date in the manner and as otherwise provided in the 20094 Bond
Ordinance. Any election to designate the 20094 Bonds as being included in a Term Bond must be
made at the time of submitting abid (see "TERMS OF SALE-BID PROPOSALS" below).
F-3
RENO\286493. l-003400. 167
INTEREST RATES AND LIMITATIONS: The following interest limitations are
applicable to the Bonds:
(a) Interest on the 2009A Bonds will be payable on April I and
October I ofeachyear commencing on October 1,2009. Interest on
the 20098 Bonds will be payable on May 1 and November I of each
year commencing on November 1,2009. Interest on the 2009c
Bonds will be payable on January I and July I of each year
commencing on July 1,2009. Interest on the 2009D Bonds will be
payable on March 1 and September 1 of each yeuu cornmencing on
September 1,2009.
(b) The interest rate specified for any maturity of a series of
Bonds and the True Interest Cost (see "Basis ofAward" below) ofthe
series of Bonds may not exceed by more than 3%o the "Index of
Twenty Bonds" which is most recently published in The Bond Buver
before the bids are received.
(c) Only one interest rate can be stated for any maturity of the
series ofBonds, i.e., all Bonds of a series with the same maturitydate
must bear the same rate of interest.
(d) Each interest rate specified must be stated in a multiple of
l/Sth or ll20thof lYo per annum.
(e) Each Bond as initially issued will bear interest from its date to
its stated maturity date at the interest rate stated in the bid. A zero
rate of interest may not be named.
(0 The difference between the highest interest rate bid and the
lowest interest rate bid may not exceed three percent (3%).
(g) The interest rate specified for any maturity of the 2009A
Bonds maturing October 1,2020 and thereafter (without regard to the
October 1,2019 maturity) may not be less than any rate for any prior
maturity (i.e., commencing October 1,2020, the same rate ofinterest
or an ascending rate of interest is required).
BOOK ENTRY/TRANSFER AND EXCHANGE: The Bonds will be issued as
fullyregisteredbookentrybondsinthedenominationof$5,000oranyintegralmultiplethereof The
Bonds will be issued in registered form and one bond certificate for each maturity of each series of
Bonds will be issued to The Depository Trust Company, New York, New York (,DTC"), registered
in the name of its nominee, Cede & Co., and immobilized in their custody. A book entry system will
RENOB86493. 1{03400. I 67
be employed, evidencing ownership of the Bonds in principal amounts of $5,000 or any integral
multiple thereo{ with transfers of ownership effected on the records of DTC and its participants
pursuant to rules and procedures adopted by DTC and its participants. The successful bidders, as a
condition to delivery of the series of Bonds, will be required to deposit the Bond certificates with
DTC, registered in the name of Cede & Co. Principal of and interest on the Bonds will be payable by
the Paying Agent by wire transfer or in clearing house funds to DTC or its nominee as registered
owner of the Bonds. Transfer ofprincipal and interest payments to participants of DTC will be the
responsibility of DTC. Transfer of principal and interest payments to the beneficial owners by
participants of DTC will be the responsibility of such participants and other nominees ofbeneficial
owners. Neither the County nor the Paying Agent will be responsible or liable for payments by DTC
to its participants or by DTC participants to beneficial owners or for maintaining, supervising or
reviewing the records maintained by DTC, its participants or persons acting through such
participants.
It is permissible to bid different interest rates for the Bonds, but only as stated in the
bid and subject to the above limitations.
PAYMENT: The principal ofthe Bonds shall be payable at the office ofU. S. Bank,
N.A., as PayingAgent, to the registered owner thereof(i.e. Cede & Co.) as shown on theregistration
records ofU.S. Bank, N.A., as Registrar, uponmaturitythereof, uponpresentation and surrenderof
such Bond at such Paying Agent, or any other office as designated bythe Payrrg Agent. Payment of
interest on any Bond shall be made to the registered owner thereof (i.e. Cede & Co.) by check or
draft mailed by the Palng Agent, on or before each interest payment date (or if such date is not a
business day, on or before the next succeeding business date), to the registered owner thereof at the
address as it appears on the registration records of the Registrar as of the close ofbusiness on the
fifteenth day of the calendar month next preceding each interest payment date (other than a special
interest payment date hereafter fixed for payment ofdefaulted interest) (the "Regular Record Date").
If any Bond is not paid upon presentation at maturity, it will draw interest at the same rate until the
principal is paid in fulL Alternative arrangements for the payment of interest may be made upon
agreement between the Paying Agent and any registered owner. All such pa5ments shall be made in
lawful money of the United States of America without deduction for any service charges of the
Paying Agent or Registrar.
BOND INSURANCE. RATING LETTERS: The Bonds may be insured at the
bidder's option and expense. Regardless ofwhether any ofthe Bonds are insured, the Countywillpay
the rating fees for Moody's Investors Service and Standard & Poor's Rating Group.
ENABLING ACTS : The County is operating as a County pursuant to NRS 243.340,
as amended, and pursuant to NRS Chapter 244.
The Bonds are authoized to be issued pursuant to NRS Chapter 350, including the
provisions ofNRS 350.500 through 350.720, inclusive (the "Bond Act"). The 20094Bonds arealso
authorized to be issued pursuant to Chapter 360 ofNRS.
F-5
RENOV86493. 1-003400. 167
SECURITY AND PAYMENT: The Bonds will, in the opinion of Swendseid &
Stem, a member in Sherman & Howard L.L.C., the County's bond counsel (the "Bond Counsel"), be
direct general obligations of the County, payable as to principal, interest and any redemption
premiums (the "Bond Requirements") from annual general (ad valorem) taxes (herein "General
Taxes") levied against all taxable property within the County (except to the extent certain pledged
revenues and other moneys are available therefor) subject to the limitations imposed by the statutes
and the Constitution ofthe State (see "CONSTITUTIONAL TAX LIMITATION", 'STATUTORY
TAX LIMITATION'', 'ADDITIONAL STATUTORY TAX LIMITATIONS, and *LEGAL
OPINION, BONDS AND TRANSCRIPTS' below). The Bonds willbe a debt ofthe County, and
the Board shall pledge the full faith and credit of the County for their payment.
ADDITIONAL SECURITY f'OR THE 2009A BONDS: The Bond Roquirements
of the 2009ABonds willbe additionally secured with revenues derived from a 15 percent portion of
the proceeds of certain liquor taxes, tobacco taxes, real property transfer taxes, govemmental services
taxes and basic and supplemental sales taxes distributed to and imposed within the County (the
"Consolidated Tax Pledged Revenues").
SPECIAL ACCOUNT FOR THE 20094 BONDS: As security for the paymeirt of
the Bond Requirements of the 2009A Bonds there will be irrevocably pledged, pursuant to the
20094 Bond Ordinance, special accounts, identified as the "Washoe County, Nevad4 General
Obligation (Limited Tax) Building Bonds, Series 2009A, Principal Account" and 'Washoe County,
Nevad4 General Obligation (Limited Tax) Building Bonds, Series 2009A, Interest Account"
(collectively, the *20094 Bond Fund") into which account the County covenants to pay from the
Consolidated Tax Pledged Revenues sums sufficient to pay when due the Bond Requirements ofthe
2009A Bonds, except to the extent other monies are available therefor.
BOND LIENS ON CONSOLIDATED TAX PLEDGED REVENUES: The 20094
Bonds will be equitably and ratably secured by a lien on the Consolidated Tax Pledged Revenues, and
the 20094 Bonds will constitute an irrevocable lien (but not necessarily an exclusive lien) upon the
Consolidated Tax Pledged Revenues, on a parity with the liens of the Washoe County, Nevad4
General Obtgation (Limited Tax) Building Bonds (Additionally Secured by Pledged Revenues),
Series 2001A (the "2001 Bonds"), the Washoe County, Nevad4 General Obligation (Limited Tax)
Office Building Bonds (Additionally Secured by Pledged Revenues), Series 2002A (the "2002
Bonds"), the Washoe County, Nevada, General Obligation (Limited Tax) Library Building Bonds
(Additionally Secured by Pledged Revenues), Series 2004 (the *2004 Bonds"), the Washoe County,
Nevada General Obligation (Limited Tax) Building and Parking Garage Bonds (Additionatly Secured
by Pledged Revenues), Series 2004 (the *2004 Parking Bonds"), "), the Washoe County, Nevada,
General Obligation (Limited Tax) Public Safety Bonds (Additionally Secured by Pledged Revenues),
Series 2006 (the
*2006
Public Safety Bonds"), "), the Washoe County, Nevada, General Obligation
(Limited Tax) Park Bonds (Additionally Secured by Pledged Revenues), Series 2006 (the'2006 Park
Bonds"),and any parity bonds or parity securities (see Appendix B, ASummary of Certain Provisions
of the 2009A Bond Ordinanceo) hereafter issued, subject to and after any superior liens upon such
Consolidated Tax Pledged Revenues of any future superior bonds or superior securities. The County
F-6
RENO\286493. 1403400. 1 67
has issued no superior bonds or superior securities which are now outstanding and to which any
Consolidated Tax Pledged Revenues are pledged.
ADDITIONAL SECURITIES PAYABLE OR SECURED BY
CONSOLIDATED TAX PLEDGED REVENUES: Bonds and other securities, in addition to the
2009[Bonds maybe issued and made payable from the Consolidated Tax Pledged Revenues having
a lien thereon subordinate and junior to the lien or, subject to additional expressed conditions, having
a lien thereon superior to or on apaity with the lien of the 2009A Bonds.
ADDITIONAL SECURITY FOR THE 2009D BONDS: The Bond Rquirements
of the 2009D Bonds will be additionally secured with revenues derived from the Golf Course
Facilities remaining after the deduction ofthe operation and maintenance expenses ofthe GolfCourse
Facilities ("Golf Course Pledged Revenues") (see Appendix B, ASummaryof Certain Provisions of
the 2009D Bond Ordinanceo).
SPECIAL ACCOUNT FOR THE 2009D BONDS: As security for the payment of
the Bond Requirements of the 2009D Bonds there will be irrevocably pledged, pursuant to the
2009D Bond Ordinance, a special account, identified as the "Washoe County, Nevada, General
Obligation (Limited Tax) Golf Course Refunding Bonds, Series 2009D, Pledged Revenues Interest
and Principal Retirement Fund" (the'2009D Bond Fund") into which account the County covenants
to pay from the Golf Course Pledged Revenues sums sufficient to pay when due the Bond
Requirernents of the 2009D Bonds, except to the extent other monies are available therefor.
BOND LIENS ON GOLF COURSE PLEDGED REVENUES: The2009D Bonds
will be equitably and ratably secured by a lien on the Golf Course Pledged Revenues, and the 2009D
Bonds will constitute an irrevocable lien (but not necessarily an exclusive lien) upon the Golf Course
Pledged Revenues, on a parity with the lien of the outstanding Washoe County, Nevada" General
Obligation (Limited Tax) (Additionally Secured by Pledged Revenues) Golf Course Bonds, Series
1997 (the*1997 Bonds"), and any parity bonds or parity securities (see Appendix B, "Summary of
Certain Provisions ofthe 2009D Bond Ordinance") hereafter issued, subject to and afteranysuperior
liens upon such Golf Course Pledged Revenues of any future superior bonds or superior securities.
The County has issued no superior bonds or superior securities which ure now outstanding and to
which any Golf Course Pledged Revenues are pledged.
ADDITIONAL SECURITIES PAYABLE OR SECURED BY GOLF COURSE
PLEDGED REVENUES: Bonds and other securities, in addition to the 2009D Bonds may be
issued and made payable from the Golf Course Pledged Revenues having a lien thereon subordinate
and junior to the lien or, subject to additional expressed conditions, having a lien thereon superior to
or on a parity with the lien of the 2009D Bonds.
BOND ORDINAIICES: The ordinances authorizing the issuance of the Bonds
(respectively the "20094 Bond Ordinance", the "20098 Bond Ordinance", the "2009C Bond
Ordinance" and the "2009D Bond Ordinance") adopted February 24,2009 set forth, among other
F-7
RENOVS#93. l-003400. r 67
matters, the fornq terms and conditions ofthe respective series of Bonds, the manner and terms of
their issuance, the manner oftheir execution, the method oftheirpayment, the securitytherefor, and
other details concerning the Bonds and the County, including, without limitation, covenants and
agteements in connection therewith. A copy of each of the Bond Ordinances is on file with the
County Clerk and will be available for public inspection at her office at the Washoe County
Courthouse, 75 Court Street, Reno, Nevada.
ISS UANCE OF ADDITIONAL SECURITIES : The Bo ard reserves the privilege o f
issuing additional general obligation bonds at any time and from time to time for any lawful purpose.
FEDERAL TAX EXEMPTION: In the opinion of Bond Counsel, assuming
continuous compliance with certain covenants descnbed below, interest on the Bonds is excluded
from gross income under federal income tax laws pursuant to Section 103 ofthe Internal Revenue
Code of I 986, as amended to the date of delivery ofthe Bonds (the "Tax Code"), and interest on the
Bonds is excluded from alternative minimum taxable income as defined in Section 55OX2) ofthe Tax
Code under federal income tax laws except that such interest is required to be included in calculating
the "adjusted current earnings" adjustment applicable to corporations for purposes ofcomputing the
alternative minimum taxable income of corporations as described in the Official Statement. See
ATAX EXEMPTIONo in the Official Statement.
STATE TAX EXEMPTION: In the opinion of Bond Counsel, under present laws
ofthe State, the Bonds, their transfer, and the income therefrom are free and exempt fromtaxationby
the State or any subdivision thereof, except for the tax on estates imposed pursuant to Chapter 375A
ofNRS and the tax on generation - skipping transfers imposed pursuant to Chapter 3758 ofNRS.
CONSTITUTIONAL TAX LIMITATION: Section 2, article 10, State
Constitution, provides :
The total tax levy for all public pu{poses including levies for
bonds, within the state, or any subdivision thereot shall not exceed
five cents on one dollar of assessed valuation.
STATUTORY TAX LIMITATION: NRS 361.453 provides:
. . . the total ad valorem tax levy for all public purposes must
not exceed $3.64 on each $100 of assessed valuation, or a lesser or
greater amount fixed by the state board of examiners if the state board
of examiners is directed by law to fix a lesser or greater amount for
that fiscal year.
F-8
RENO\286493. l-003400. r67
STATUTORY PRIORITY FOR BONDS:NRS 361.463:
1. In any year in which the total taxes levied by all
overlapping units within the boundaries of the state exceed the
limitation imposed byNRS 36I.453, and it becomes necessaryforthat
reason to reduce the levies made by any of those units, the reduction
so made must be in taxes levied by those units (including the state) for
purposes other than the payment of bonded indebtedness, including
interest thereon.
2. The taxes levied for the payment of bonded
indebtedness and the interest thereon er{oy a priority over taxes levied
by each such unit (including the state) for all other purposes where
reduction is necessary to comply with the limitation imposed by NRS
36r.453.
STATUTORY PRovISIoN FoR TAx LEVIES: NRS 3s0.s92 provides in
relevant part:
l. There must be levied annually in due season a special
tax on all property, both real and personal, subject to taxation within
the boundaries of the municipality, fully sufficient together with the
revenue which will result from application of the rate to the net
proceeds of minerals, without regard to any statutory or charter tax
limitations other than the limitation set forth in NRS 361.453, to pay
the interest on the general obligation municipal securities and to pay
and retire the securities as provided in the Local Government
Securities Law and in any act supplemental hereto. The amount of
money to be raised by the tax must be included in the annual estimate
or budget for each county within the state for each year for which the
tax is hereby required to be levied. The tax must be levied and
collected in the same manner and at the same time as other taxes are
levied and collected.
2. The proceeds thereof levied to pay interest on the
securities must be kept bythe treasurer in a special fund, separate and
apart from all other funds, and the proceeds of the tax levied to pay
the principal ofthe securities must be kept by the treasurer in a special
fund, separate and apart from all other firnds. The two special funds
must be used for no other purpose than the payment ofthe interest on
the securities and the principal thereof, respectively, when due; . . . .
F-9
RENO\2 86493. l -003 400. 1 67
TIMES OF LEVIES: NRS 350.594 provides:
Such tax shall be levied immediately after the issuance of any general
obligation securities issued in accordance with the provisions of the
Local Government Securities Law, and annually thereafter, at the
times and in the manner provided by law, until all ofthe securities, and
the interest thereon, have been fully discharged. Such tax may be first
levied after the municipality has contracted to sell any securities but
before their issuance.
USE OF GENERAL FIIND: NRS 350.596 provides:
Any sums coming due on any general obligation municipal securities
at any time when there are not on hand from such tax levy or levies
sufficient funds to pay the same shall be promptly paid when due from
the general fund of the nrunicipality, reimbursement to be made to
such general fund in the sums thus advanced when the taxes herein
provided for have been collected.
USE OF OTHER FUNDS: NRS 350.598 provides:
Nothing contained in the Local Government Securities Law shallbe so
construed as to prevent the municipality from applying any funds
(other than taxes) that may be available for that pu{pose to the
payment of the interest on or the principal of any general obligation
municipal securities as the same respectively mature, and regardless of
whether the payment ofthe general obligation municipal securities is
additionally secured by a pledge ofrevenues, and upon suchpayments,
the levy or levies of taxes provided in the Local Govemment
Securities Law may thereupon to that extent be diminished.
STATUTORY APPROPRIATIONS: NRS 350.602provides:
There is by the Local Government Securities Law, and there shall be
by ordinance authorizing the issuance of any indebtedness contracted
in accordance withthe provisions ofthe Local Government Securities
Law, specially appropriated the proceeds of such taxes to the payment
of such principal and interest; and such appropriations shall not be
repealed nor the taxes postponed or diminished (except as herein
otherwise expressly provided) until the principal of and interest on the
municipal securities evidencing such debt have been wholly paid.
F-10
RENOV86493. l-003400. 167
NO PLEDGE OF PROPERTY: The payrnent ofthe Bonds is not secured by an
encumbrance, mortgage or other pledge ofproperty of the County.
IMMUNITY OF INDMDUALS: NRS 350.606 pr-ovides:
No recourse shall be had for the payment of the principal oq any
interest on, and any prior redemption premiums due in connection
with any bonds or other municipal securities or for any claim based
thereon or otherwise upon the ordinance authorizing their issuance or
other instrument appertaining thereto, against any individual member
of the goveming body or any officer or other agent of the
municipality, past, present or future, either directly or indirectly
through the goveming body or the municipality, or otherwise, whether
by virtue of any constitutior5 statute or rule of law, or by the
enforcement of anypenalty or otherwise, all such liability, ifany, being
by the acceptance ofthe securities and as apart ofthe consideration
of their issuance specially waived and released.
ACTS IRREPEALABLE: NRS 350.610 provides:
The faith of the state is hereby pledged that the Local Government
Securities Law, any law supplemental or otherwise appertaining
thereto, and any other act concerning the bonds or other municipal
securities, taxes or the pledged revenues or any combination of such
securities, such taxes and such revenues shall not be repealed nor
amended or otherwise directly or indirectly modified in such a nunner
as to impair adversely any outstanding municipal securities, until all
such securities have been discharged in full or provision for their
payment and redemption has been fully made, including without
limitation the known minimum yield fiom the investment or
reinvestment ofmoneys pledged therefor in federal securities.
ADDITIONAL STATUTORY TAX LIMITATIONS: The following additional
statutory tax limitations apply to the 2009C Bonds:
NRS 354.59811 provides:
l. Except as otherwise provided in NRS 244.377,
278C.260,354.59913, 354.59915, 354.5991 g, 354.5992 ,354.5997 ,
3 5 4.7 05, 3 5 4.7 23, 450.425, 450.7 60, 5 40 A.265 and 543. 600, for each
fiscal year beginning on or after July 1, 1989, the maximum amount of
money that a local govemment, except a school district, a district to
provide a telephone number for emergencies or a redevelopment
F-11
RENO\286493. l-003400. l 67
agency, may receive from taxes ad valorern, other than those
attributable to the net proceeds of minerals or those levied for the
payment of bonded indebtedness and interest thereon incurred as a
general long-term debt ofthe issuer, or for the paynrent ofobligations
issued to pay the cost of a water project pursuant to NRS 349.950, or
for the payment of obligations under a capitallease executed before
April30, 1981, must be calculated as follows:
(a) The rate must be set so that when applied to the
current fiscal year's assessed valuation of all property which was on
the preceding fiscal year's assessment roll, together with the assessed
valuation of property on the central assessment roll which was
allocated to the local government, but excluding any assessed
valuation attributable to the net proceeds of minerals, assessed
valuation attributable to a redevelopment area and assessed valuation
of a fire protection district attributable to real property which is
transferred from private ownership to public ownership for the
purpose of conservation, it will produce 106 percent ofthe maximum
revenue allowable from taxes ad valorem for the preceding fiscal year,
except that the rate so determined must not be less than the rate
allowed for the previous fiscal year, except for any decrease
attributable to the imposition of a tax pursuant to NRS 354.59813 in
the previous year.
(b) This rate must then be applied to the total assessed
valuation, excluding the assessed valuation attributable to the net
proceeds of minerals and the assessed valuation of a fire protection
district attributable to real property which is transferred from private
ownership to public ownership for the pulpose of conservation, but
including new real property, possessory interests and mobile homes,
for the current fiscal year to determine the allowed revenue fromtaxes
ad valorem for the local govemment.
2. As used in this section, "general long-term debt" does
not include debt created for medium-term obligations pursuant to
NRS 350.085 to 350.095, inclusive."
NRS 354.598 1 3 provides:
1. In addition to the allowed revenue from taxes ad
valorern determined pursuant to NRS 354.5981 l, ifthe estimate ofthe
revenue available from the supplemental city-county relieftax to the
county as determined bythe Executive Director ofthe Department of
F-12
RENOU86493. l -003400. 167
Taxation pursuant to theprovisions of subsection 11 ofNRS 360.690
is less than the amount ofmoney that would be generated by applyrng
ataxrate of$1.15 per $100 ofassessed valuation to the assessed
valuation of the county, except any assessed valuation attributable to
the net proceeds of minerals, the governing body of each local
govemment may levy an additional tax ad valorem for operating
purposes. The total tax levied by the governing body of a local
government pursuant to this section must not exceed arate calculated
to produce revenue equal to the difference between the:
(a) Amount of revenue from supplemental city-county
relief tax estimated to be received by the county pursuant to
subsection 1l ofNRS 360.690; and
(b) The tax that the countywould havebeen estimated to
receive ifthe estimate for the total revenue available from the tax was
equal to the amount of money that would be generated by applying a
tax rate of $1.15 per $100 of assessed valuation to the assessed
valuation of the county, multiplied by the proportion determined for
the local government pursuant to subparagraph (2) ofparagraph (a) of
subsection 4 ofNRS 360.690, subparagraph (2) of paragraph (a) of
subsection 6 ofNRS 360.690 or subparagraph(2) ofparagraph (a) of
subsection 7 ofNRS 360.690, as appropriate.
2. Any additional taxes ad valorem levied as a result of
the application of this section must not be included in the base from
which the allowed revenue from taxes ad valorem for the next
subsequent year is computed.
3 As used in this section, Alocal govemment@ has the
meaning ascribed to it in NRS 360.640.
NRS 354.598 1 5 provides:
l In addition to the allowed revenue from taxes ad
valoremdetermined pursuant to NRS 354.59811, theboard ofcounty
commissioners may levy a tax ad valorem on all taxable property in
the county at arate not to exceed 5 cents per $100 of the assessed
valuation of the countv.
2. The board of county commissioners shall direct the
county treasurer to distribute quarterly the proceeds of any tax levied
pursuant to the provisions of subsection 1 among the county and the
F-13
RENO\286493. r -003400. 167
cities and towns within that county in the proportion that the
supplemental city-county relieftax distribution factor of each ofthose
local govemments for the I 990- I 991 Fiscal Year bears to the sum of
the supplemental city-county relieftax distribution factors of all ofthe
local govemrnents in the county for the 1990-1991Fiscal Year.
3. The board of county commissioners shall not reduce
the rate of any tax levied pursuant to the provisions of subsection 1
without the approval of each ofthe local govemments that receives a
portion of the tax, except that, if a local government declines to
receive its portion of the tax in a particular year the levy may be
reduced by the amount that local government would have received.
NRS 354.5982 provides:
l.
The localgovernment may exceed thelimit imposodby
NRS 354.59811 upon the calculated receipts from taxes ad valorem
only if its governing body proposes to its registered voters an
additional property tax, and the proposal is approved by a majority of
the voters voting on the question at a general election, a general city
election or a special election called for that purpose. The question
submitted to the voters must contain the rate of the proposed
additional property tax stated in dollars and cents per $100 assessed
valuation, the purpose of the proposed additional property ta4 the
duration of the proposed additional property tax and an estimate
established by the governing body of the increase in the amount of
property taxes that an owner of a new home with a fair market value
of $100,000 will pay per year as a result of the passage of the
question. The duration of the levy must not exceed 30 years. The
governing body may discontinue the levy before it expires and may not
thereafter reimpose it in whole or in part without following the
procedure required for its original imposition.
2. A special election maybe held:
(a) At a time, including, without limitation, on the date ofa
primary city election or a primary state election" ifthe goveming body
of the local government determines,by a unanimous vote, that an
emergency exists; or
(b)
On the first Tuesday after the first Monday in June of an
odd-numbered year.
F-14
RENOV86493. I -003400. I 67
3. The determination made by the governing body is
conclusive unless it is shown that the goveming body acted with fraud
or a gross abuse of discretion. An action to challenge the
determination made by the governing body must be commenced within
15 days after the governing body's determination is final. As used in
this subsection, "emergency" means any unexpected occurrence or
combination of occurrences which requires immediate action by the
goveming body of the local government to prevent or rnitigate a
substantial financial loss to the local government or to enable the
goveming body to provide an essential service to the residents ofthe
local govemment.
4. To the allowed revenue from taxes ad valorem
determined pursuant to NRS 354.59811 for a local govemment, the
Executive Director of the Department of Taxation shall add any
amount approved by the legislature for the cost to that local
govemment of any substantial program or expense required by
legislative enactment.
TERMS OF SALE
BID PROPOSALS: Except as otherwise provided below, each bidder must use the
printed official bid forms provided by the Board. It must be completely filled out as to a series of
Bonds without any change or the bidder may use the PARITY SYSTEM. Any bid in any other form
may be disregarded. A bidder is required to submit an unconditional bid for a series of Bonds
specifting:
(1) The lowest rate or rates ofinterest and anypremiumor
discount at which the bidder will purchase the series of Bonds.
It is also requested for informational purposes only, but is not required, that each bid disclose:
(2) The True Interest Cost (i.e, actuarial yreld) on the
Bonds expressed as a nominal annual percentage rate. (See "Basis of
Award", below); and
(3) The municipal bond insurer, if any; the premium to be paid by the
bidder for insuring the series of Bonds; and which maturities of a series of Bonds. if
any, are being insured.
Each bid must be either:
F-15
RENOV86493. I -003400. 167
(a) enclosed in a sealed envelope marked on the outside (if
not delivered by the PARITY SYSTEM),
and addressed to:
John Sherman, tr'inance Director
Washoe County Administration Complex
1001 East Ninth Street
Reno" Nevada 89512
or
(b) Electronically via pARITy in accordance with its
Rules of Participation and this notice, by no later than County local
times specified above on Tuesday, March 10,2009. No bid will be
after the times for receiving bids specified above. Provisions in this
notice and any amendments thereto shall control over conflicting
provisions ofthe PARITY SYSTEM. In the event of a malfunction in
the electronic bidding process, bidders may submit their bids by
facsimile transmission to the Finance Director by facsimile (77 5) 328-
2037, but bids must be received by the times specified above on
March 10, 2009. Neither the Countynor its FinancialAdvisors shall
be liable for anymalfunction ofthe pARITy SYSTEM.
GOOD FAITH DEPOSIT: Except as otherwise provided below, a good faith
deposit (the "Deposit") in the form of a certified, treasurer's or cashier's check drawn on a
solvent
commercial bank or trust company in the United States ofAmerica or a Financial Surety Bond
issued
by an insurance company licensed to issue such suretybond in the State ofNevada, made payable
to:
Washoe County, Nevada
in the amount of:
$140,000 for the 2009A Bonds, $165,000 for the 2}}gBBonds
$50,000 for the 2009c Bonds and gr5,000 for the 2009D Bonds
is required for each bid to be considered. If a check is used, it must accompany each bid.
If a
Financial Surety Bond is used, such surety bond must be submitted to the County or its Financial
Advisors prior to the opening of the bids. The Financial Surety Bond must identify each bidder
whose Deposit is guaranteed by such Financial Surety Bond. If the winning bidder on a series
of
Bonds is determined to be a bidder utilizing a Financial Surety Bond, then that bidder is required
to
submit its Deposit to the County in the form of a cashier's check (or wire transfer such amount
as
F-16
RENO\286493. I -003400. I 67
instructed by the County or its Financial Advisors) not later than 10:00 a.m. (County's local time) on
the next business day following the bid opening. If such Deposit is not received by that time, the
Financial Surety Bond may be drawn by the County to satisfy the Deposit requirement. If the
apparent winning bidder on a series of Bonds is determined to be a bidder who has not submitted a
Deposit in the fonn of a Financial Surety Bond or check, as provided above, the Financial Advisors
will require the apparent winning bidder to immediately wire the Deposit and provide the Federal wire
reference number of such Deposit to the Financial Advisors within 90 minutes of such request by the
Financial Advisors. The series of Bonds will not be officially awarded to a bidder who has not
submitted a Deposit in the form of a Financial Surety Bond or check, as provided above, until such
time as the bidder has provided a Federal wire reference number for the Deposit to the Financial
Advisors.
No interest on the Deposit will accrue to any bidder. The Deposit of the winning
bidder of a series of Bonds will be applied to the purchase price ofthat series of Bonds. In the event
a winning bidder fails to honor its accepted bid, the Deposit plus any interest accrued on the Deposit
will be retained by the County. Any investment income eamed on the good faith deposit will not be
paid to the successful bidder in the event the County is unable to deliver the Bonds as provided under
'MANNER AND TIME OF DELIVERYU, below. Deposits accompanying bids other than the bid
which is accepted will be returned promptly upon the determination of the best bidder.
CUSIP NUMBERS: It is anticipated that CUSP identification numbers will be
printed on the Bonds, but neither the failure to print such number on any Bond nor any error with
respect thereto shall constitute cause for a failure or refusal by the purchaser to accept delivery ofany
payment for the Bonds in accordance with the terms ofthe purchase contract. All expenses relating
to printing the CUSIP nurnbers on the Bonds will be paid by the County; but the CUS|P Service
Bureau charge for the assignment ofthe numbers will be the responsibility of and must be paid by the
purchaser.
SALE RESERVATIONS: The Board reserves the privilege of waiving any
inegularity or informality in any bid; of rejecting any and all bids; and of reoffering any series of
Bonds for sale, as provided by law.
In addition, the Board reserves the privilege of changing the date and/or time ofsale of
the Bonds. Any change in the date and/or time of sale of the Bonds will be communicated via
Munifacts and/or Bloomberg. Ifthe Board changes the sale date and/or time, this OfficialNotice of
Bond Sale shall remain effective, except as amended by such Munifacts or Bloomberg communication
or other amendment communicated to potential bidders.
Ifbids are not taken on March 10, 2009 or if all bids for a series ofBonds are rejected
on March 10, 2009, the County may reoffer the series of Bonds for sale at any time thereafter. The
time and date of any subsequent Bond sale will be announced via Munifacts and Bloomberg wire
service before the time of the sale.
F-17
RENO\286493. l-003400. 167
BASIS OF AWARD: A series ofBonds, subject to such sale reservations, willbe
sold by the County to the responsible bidder making the best bid for that series ofBonds based upon
the applicable 2009 Maturity Schedule.
The best bid will be determined by computing the actuarial yield on the series ofBonds
(i.e., using an actuarial or true interest cost method) for eachbid received. An award onthe series of
Bonds will be made (if any is made) to the responsible bidder submitting the bid which results in the
lowest true interest cost on the series ofBonds. "True interest cost" on the series ofBonds, as used
herein, means that yield which if used to compute the present worth as of the date of the series of
Bonds of all payments of principal and interest to be made on the series of Bonds from their date to
their respective maturity dates (or any mandatory sinking fund redemption dates) using the interest
rates specified in the bid and the principal amounts maturing as shown in the applicable 2009 Maturity
Schedule stated herein, produces an amount equal to the principal amount ofthe series ofBonds, plus
any premium or less any discount bid. No adjustment shall be made in such calculation for accrued
interest on the series ofBonds from their date to the date ofdelivay thereof Such calculation shallbe
based on a 360 dayyear and a serniannual compounding intoval. Ifthere are two or more equalbids
and such equal bids are the best bids received, the County Finance Director, or in his absence the
County Manager, will determine which bid will be accepted.
REOFFERING PRICES: Within one-half hour of the bid opening, the successful
bidder (or manager of the purchasing account) for the series of Bonds shall notify the County by
facsimile transmissionto (775) 325-2037 ofthe initial offering prices ofsuchBondsto thepublic. The
information about the initial offering prices shall be based on the successful bidder's expectations as
of the date of sale. The facsimile notification must be confirmed in a written certificate in form and
substance satisfactory to Bond Counsel prior to the delivery of the Bonds, which shall be in
substantially the following form: 'A bona fide public offering was made for all ofthe Bonds on the
sale date at the initial public offering prices (or yields) shown on the cover page of the Official
Statement. As of such sale date (i) based upon our assessment of market conditions, investor
demand, sale and offering prices for comparable bonds, and the recent behavior ofinterest rates, we
reasonably expected that the first prices (or yields) at which at least l0 percent of eachmaturityofthe
Bonds would be sold to the public (excluding such bond houses, brokers or similar persons or
otganizations acting in the capacity ofunderwriters or wholesalers) would be those prices (or yields)
and that none of the Bonds would be sold to the public at prices higher than or at yields less than
those prices (or yields), and (ii) such initial offering prices (or yields) represented a fair market value
for the Bonds."
PLACE Ai\D TIME OF AWARD: Bids willbe opened onbehalfofthe Countyat
the time and place stated herein. The Finance Director ofthe County, or in his absence the County
Manager, intends to take action, upon the determination of the best bid, awarding the Bonds or
rejecting all bids for the Bonds. In any event, the County will take such action not later than 36 hours
after the time stated for opening bids. An award may be made after the 36-hour period herein
designated ifthe bidder shall not have given to the County Finance Director (see "INFORMATION"
F-18
RENO986493. l-003400. 167
below) notice in writing ofthe withdrawal ofits bid. Notice ofwithdrawal of a bid may not be given
during the 36-hour period following the bid opening.
MANNER AND TIME OF DELWERY: The applicable Deposit will be credited
to the purchaser at the time of delivery of the series of Bonds (without accruing interest). If the
successful bidder for the series of Bonds fails, neglects, or refuses to complete the purchase of the
series of Bonds on the date on which the series of Bonds are made ready and are tendered by the
County for delivery the amount of its Deposit will be forfeited (as liquidated damages for
noncompliance with the bid) to the County. In that event, the County may reoffer that series of
Bonds for sale, as provided by law. The Bonds (registered in the name of Cede & Co.) will be made
available for delivery by the County to the purchaser as soon as reasonably possible after the date of
the sale, and the Board contemplates delivering themon or about March 31,2009. The purchaser of
the Bonds will be given 72 hours' notice of the time fixed by the Board for tendering the Bonds for
delivery.
PAYMENT AT AND PLACE OF DELryERY: The successtul bidder will be
required to accept delivery of the Bonds at the Payrng Agent to be held on behalf of DTC in New
York, New York, pursuant to the FAST System. Payment ofthe balance ofthe purchase price due
for the Bonds at the time oftheir delivery must be made in Federal Reserve Bank funds or other fgnds
acceptable to the Board for immediate and unconditional credit to the account of the County, as
directed by the Board, at a bank designated by the County Treasurer, so that such bond proceeds may
be deposited or invested, as the CountyTreasurermaydetermine, simultaneouslywiththedeliveryof
the Bonds. The balance of the purchase price must be paid in such funds and not by any waivei of
interest, and not by any other concession as a substitution for such funds.
INFORMATION : This Official Notice o f Bond Sale, a preliminary official statement,
the Bond Ordinances and financial and other information concerning the County and the Bonds may
be obtained prior to the sale from:
The County's Financial Advisors:
Hobbs, Ong & Associates
3900 Paradise Rd., Suite 152
Las Vegas, NV 89169
702-733-7223
Public Financial Management, Inc.
1201 Third Avenue, Suite 5380
Seattle, WA 98101
(206) 264-8900
LEGAL OPINION. BONDS AND TRANS CRIPT : The validity and enforceability
of the Bonds will be approved by:
F-19
RENOV86493. l-003400. 167
Swendseid & Stern
a member in Sherman & Howard L.L.C.
50 West Liberfy Street, Suite 1000
Reno. Nevada 89501
tis-szt-tgso
whose unqualified, final, approving opinions, together with the printed Bonds, a certified transcript of
the legal proceedings, including a certificate stating that there is no litigation pending affecting the
validity of the Bonds as of the date of their delivery (the "Closing Date"), and other closing
documents, will be furnished to the purchasers ofthe Bonds without charge by the County. The form
ofthe approving opinions will be substantially in the form set forth in Appendix E to the Preliminary
Official Statement.
OFFICIAL STATEMENT: The County has prepared a preliminary official
statement (the "Preliminary Official Statement") relating to the Bonds which is deemedbythe County
to be final as of its date for purposes of allowing bidders to comply with Rule l5c2-12(b) of the
Securities Exchange Commission (the "Rule"), except for the omission of certain information as
permitted by the Rule. The Preliminary Official Statement is subject to revision, amendment and
completion in a AFinal Official Staternent.@
The Countywill prepare a Final Official Statement or a supplement to the Preliminary
Official Statement, dated as of the date of its detvery to the winning bidder as soon as practicable
after the date of the award to the winning bidder. The County will provide to the winning bidder of
the 20094 Bonds up to 150 copies, the 20098 Bonds up to 150 copies, the 2009C Bonds up to 100
copies, and the 2009D Bonds up to 75 copies, of the Final Official Statement on or before seven
business days following the date of the award to the winning bidder. The Final Official Statement
shall be delivered to the winning bidder(s) at the office of Hobbs, Ong & Associates, Inc. If a
winning bidder fails to pick-up the Final Official Statement, the Final Official Statement will be
forwarded to the winning bidder by mail or another delivery service mutually agreed to between the
winning bidder and Hobbs, Ong & Associates, Inc. A winning bidder may obtain additional copies of
the Final Official Statement at the expense of the winning bidder.
The County authorizes the winning bidder to distribute the Final Official Statement in
connection with the offering of the Bonds.
For a period beginning on the date ofthe Final Official Statement and ending twenty
five days following the date the winning bidder shall no longer hold for sale any of the Bonds (such
date shall be the Closing Date unless the winning bidder advises the County in writing of another
date), if any event concerning the affairs, properties or financial condition ofthe County shall occur as
a result ofwhich it is necessaryto supplement the Official Statement in order to make the statements
therein, in light of the circumstances existing at suchtime, not misleading, at therequest of the
winning bidder, the County shall forthwith notify the winning bidder of any such event ofwhich it has
F-20
RENOV86493. | 403400. 167
knowledge and shall cooperate fully in the preparation and furnishing of any supplement to the
Official Statement necessary, in the reasonable opinion ofthe County and the winning bidder, so that
the statements therein as so supplemented will not be misleading in the light of the circumstances
existing at such time.
CONTINUING DISCLOSURE T]NDERTAKING Pursuant to the Rule, the
County will undertake in a continuing disclosure certificate which is authorized in the Bond
Ordinance to provide certain ongoing disclosure, including annual operating data and financial
information, audited financiat statements and notices ofthe occurrences of certain material events. A
copy of the continuing disclosure certificate is included as Appendix D to the Preliminary Official
Statement.
DISCLOSURE CERTIFICATES: The final certificates included inthetranscript of
legal proceedings will include:
l. A certificate, dated as of the Closing Date, and srgned by the Chairman ofthe
Board, the Treasurer ofthe County, the Finance Director and the Assistant District Attorney for the
County, in which each of them states, after reasonable investigation, that to the best of his or her
knowledge (a) no action" suit, proceeding, inqurry, or investigation, at law or in equity, before orby
any court, public board, or body, is pending, or, to the best of the knowledge of each of thern,
threatened, in any way contesting the completeness or accuracy of the Final Official Statement, (bj
the Final Official Statement as it pertains to the County and the Bonds does not contain anyuntrue
statement of a material fact or omit to state any material fact necessary to make the statements made
therein, in the light of the circumstances under which they were made, not misleading; and (c) no
event affecting the County has occurred since the date ofthe Final Official Statement which should
be
disclosed therein for the purpose for which it is to be used or which it is necessary to disclose therein
in order to make the statements and information therein not misleading itt any respect; provided,
however, that the County does not make any representations conceming pricing inibrmation
contained in the Final Official Statement; and
2- A certificate, dated as ofthe Closing Date, and signed bythe Treasurer ofthe
County, stating after reasonable investigation, that, to the best ofhis knowledge, as ofthe date ofthe
official statement and on the date of such certificate, the information contained in the Final Official
Statement relating to revenues and expenditures of the County is true and correct and does not
contain any untrue statement of a material fact or omit any information necessary to be included
therein in order that the Final Official Statement be not misleading for the purpose for which it is to be
used.
CONSENT TO JURISDICTION: A bid submitted by sealed bid or electronic
bidding, if accepted by the Finance Director or the County Manager on behalf ofthe County, forms a
contract between the winning bidder and the County subject to the terms of this Official Notice of
Bond Sale. By submitting a bid, the bidder consents to the exclusive jurisdiction of any court ofthe
State of Nevada located in Washoe County or the United States District Court for the State of
F-21
RENO\286493. 1-003400. 167
Nevada for the purpose of any suit, action or other proceeding arising as a result ofthe submittal of
the bid, and the bidder irrevocably agrees that all claims in respect to any such suit, action or
proceeding may be heard and determined by such court. The bidder further agrees that service of
process in any such action commenced in such State or Federal court shall be effective on suchbidder
by deposit of the silme as registered mail addressed to the bidder at the address set forth in the bid.
By order ofthe Board ofCounty Commissioners ofthe Washoe County, Nevad4 this
February 24,2009.
/s/ John Sherman
Washoe County Finance Director
F-22
RENO\286493. r-003400. I 67
