Chapter 5.15
BONDS – REGISTRATION AND OBLIGATIONS AND COMPLIANCE PROCEDURES
Sections:
5.15.030 Adoption of registration system.
5.15.040 Statement of transfer restrictions.
5.15.050 Policy authority delegated.
5.15.010 Definitions.
The following words have the following meanings when used in this chapter:
“Bond” or “bonds” has the meaning defined in RCW 39.46.020(1), as the same may be amended from time to time.
“Cascade” means Cascade Water Alliance, a municipal corporation formed under the authority of Chapter 39.106 RCW.
“Fiscal agencies” means the duly appointed fiscal agencies of the state of Washington serving as such at any given time.
“Obligation” or “obligations” has the meaning defined in RCW 39.46.020(3), as the same from time to time may be amended.
“Registrar” means the person, persons or entity designated by Cascade to register ownership of bonds or obligations under this chapter or under a resolution of Cascade authorizing the issuance of such bonds or obligations.
“Treasurer” means the Treasurer of Cascade appointed by the Board of directors of Cascade. [Res. 2012-07 § 38; Res. 2006-04 § 1].
5.15.020 Findings.
The board of directors of Cascade finds that it is in Cascade’s best interest to establish a system of registering the ownership of Cascade’s bonds and obligations in the manner permitted by law. [Res. 2006-04 § 2].
5.15.030 Adoption of registration system.
Cascade adopts the following system of registering the ownership of its bonds and obligations.
A. Registration Requirement. All bonds and obligations offered to the public, having a maturity of more than one year, on which the interest is intended to be excluded from gross income for federal income tax purposes, shall be registered as to both principal and interest as provided in this chapter.
B. Method of Registration. The registration of all Cascade bonds and obligations required to be registered shall be carried out either by:
1. A book entry system of recording the ownership of the bond or obligation on the books of the registrar, whether or not a physical instrument is issued; or
2. Recording the ownership of the bond or obligation and requiring as a condition of the transfer of ownership of any bond or obligation the surrender of the old bond or obligation and either the reissuance of the old bond or obligation or the issuance of a new bond or obligation to the new owner.
No transfer of any bond or obligation subject to registration requirements shall be effective until the name of the new owner and the new owner’s mailing address, together with such other information deemed appropriate by the registrar, are recorded on the books of the registrar.
C. Denominations. Except as may be provided otherwise by the resolution authorizing their issuance, registered bonds or obligations may be issued and reissued in any denomination up to the outstanding principal amount of the bonds or obligations of which they are a part. Such denominations may represent all or a part of a maturity or several maturities and on reissuance may be in smaller amounts than the individual denominations for which they are reissued.
D. Appointment of Registrar. Unless otherwise provided in the resolution authorizing the issuance of registered bonds or obligations, the treasurer (or, at the treasurer’s direction, the King County department of executive services, finance and business operations division, or its successor (the “King County treasurer”)) shall be the registrar for all registered interest-bearing warrants, installment contracts, interest-bearing leases and other registered bonds or obligations not usually subject to trading without a fixed maturity date or maturing one year or less after issuance and the fiscal agencies shall be the registrar for all other Cascade bonds and obligations with a fixed maturity date or maturing more than one year after issuance.
E. Duties of Registrar. The registrar shall serve as Cascade’s authenticating trustee, transfer agent, registrar and paying agent for all registered bonds and obligations for which he, she, or it serves as registrar and shall comply fully with all applicable federal and state laws and regulations respecting the carrying out of those duties.
The rights, duties, responsibilities and compensation of the registrar shall be prescribed in each resolution authorizing the issuance of the bonds or obligations, which rights, duties, responsibilities and compensation shall be embodied in a contract executed by Cascade and the registrar, except that (1) when the fiscal agencies serve as registrar, Cascade adopts by reference the contract between the State Finance Committee of the state of Washington and the fiscal agencies in lieu of executing a separate contract and prescribing by resolution the rights, duties, obligations and compensation of the registrar and (2) when the treasurer (or the King County treasurer) serves as registrar, a separate contract shall not be required.
In all cases when the registrar is not the fiscal agencies and the bonds or obligations are assignable, the resolution authorizing the issuance of the registered bonds or obligations shall specify the terms and conditions of:
1. Making payments of principal and interest;
2. Printing any physical instruments, including the use of identifying numbers or other designation;
3. Specifying record and payment dates;
4. Determining denominations;
5. Establishing the manner of communicating with the owners of the bonds or obligations;
6. Establishing the methods of receipting for the physical instruments for payment of principal, the destruction of such instruments and the certification of such destruction;
7. Registering or releasing security interests, if any; and
8. Such other matters pertaining to the registration of the bonds or obligations authorized by such resolution as Cascade may deem to be necessary or appropriate. [Res. 2006-04 § 3].
5.15.040 Statement of transfer restrictions.
Any physical instrument issued or executed by Cascade subject to registration under this chapter shall state that the principal of and interest on the bonds or obligations shall be paid only to the owner thereof registered as such on the books of the registrar as of the record date defined in the instrument and to no other person, and that such instrument, either principal or interest, may not be assigned except on the books of the registrar. [Res. 2006-04 § 4].
5.15.050 Policy authority delegated.
The board authorizes and directs the CEO to adopt and implement post-issuance compliance procedures for tax-exempt bonds, build America bonds and other obligations issued by Cascade for which a federal tax advantage is provided by the Internal Revenue Code of 1986, as amended (the “Code”), to facilitate compliance by Cascade with the applicable requirements of the Code that must be satisfied after the issue date of the bonds to maintain the tax status for the bonds after the issue date. The compliance procedures shall delegate the primary operating responsibility to the Finance Director to monitor Cascade’s compliance with post-issuance federal tax requirements for the Bonds and shall address, at a minimum: (1) arbitrage yield restriction and rebate requirements, (2) restrictions on private business use and private loans, (3) procedures for records to be maintained for bonds; (4) special compliance policies and procedures for build America bonds; (5) identification and remediation of potential violations of federal tax requirements for bonds, and (6) an education policy with respect to federal tax requirements for bonds. [Res. 2014-16 § 1].