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1988-25074-Resolution No. 88-074 Recorded 10/25/1988REVIE,IED LEGAL COUNSEL BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON A Resolution Providing for the Execution and Delivery of * an Installment Purchase and * Trust Agreement in a Principal* Amount of Not More Than One * Million Five Hundred Thousand * Dollars, Authorizing the Sale * of Certificates of Participa- * tion, and Related Matters. 0094 0044 RESOLUTION NO. 88 -074 BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows: Section 1. Findinas. The Board finds: A. It is desirable for the County to acquire the project described in the attached Attachment "A" to this resolution (the "Project "), by executing and delivering an Installment Purchase and Trust Agreement in substantially the form attached as Attach- ment "B" to this resolution (the "Agreement "). B. In the Agreement, the County agrees to purchase the Project from the Trustee and to pay the purchase price in In- stallment Payments, which include principal and interest. The Agreement authorizes the Trustee to issue Certificates of Parti- cipation in the right to receive Installment Payments due from the County under the Agreement. The Certificates will be sold and proceeds from the sale will be used by the Trustee to acquire the Project. C. It is advantageous to the County to have the Certifi- cates of Participation sold to Seattle Northwest,Securities Corporation, pursuant to a Certificate Purchase Agreement in substantially the form attached as Attachment "C" to this resolu- tion. D. The County has authority to enter into the Agreement and to perform the actions contemplated by the Agreement. Section 2. Authorization of Installment Purchase and Trust Agreement. The purchase price of the Project under the Agreement shall not be more than One Million Five Hundred Thousand Dollars ($1,500,000.00). The Board hereby authorizes the Chairman of the Board of County Commissioners to establish the purchase price, the amount, term and interest rate of the Installment Payments and all other terms of the Agreement, and to execute and deliver the Agreement on behalf of the County in substantially the form 1 - RESOLUTION NO. 88 -074 0094 0045 attached hereto as Attachment "B" to this resolution with such changes as may be approved by the executing officer. Section 3. Authorization of Certificate Purchase Agreement and Other Documents. The Board hereby authorizes the Chairman to establish the price at which the Certificates will be sold and all other terms of the Certificate Purchase Agreement, and to execute and deliver the Certificate Purchase Agreement in sub- stantially the attached form, but with such changes as the executing officer may approve, and any other documents necessary to consummate the transactions contemplated by the Agreement. Section 4. Approval and Distribution of Official Statement. The Board hereby authorizes the Chairman to approve, on behalf of the County, the final Official Statement for the Certificates, and to authorize the distribution of preliminary and final Official Statements to prospective purchasers of Certificates. Section 5. Other Action. The Chairman is hereby authorized to take any other action necessary to acquire the Project and sell the Certificates as contemplated by the Agreement. DATED this , 4 '2 day of (1(44/0).e.„ , 1988. ATTEST: Recording Secreta BOARD OF COUNTY COMMISSIONERS OF SCHUT_S COUNTY,, ^REGON ) STOW PRANTE, Commissioner TOIT' T OOP, Commissioner 1ti fed.,exzed_ DICK MAUDLIN, Chairman 2 - RESOLUTION NO. 88 -074 EXHIBIT A 0094 0046 THE PROJECT The Central Oregon Welcome Center is a new building, of approximately 12,000 square feet, located one mile north of the City of Bend, Oregon on State Highway 97. The purpose of the building is to promote tourism in Deschutes County. The main area of the building will contain a tourist information center, incorporating large displays. The remainder of the building will contain space for a workroom, restrooms, two conference rooms, and a staff lounge. The conference rooms will have access to external balcony decks, with views to the surrounding area and mountains. The building site is 2.21 acres and will be landscaped to highlight the building. The building will have parking for approximately 38 cars and seven recreational vehicles. EXHIBIT B INSTALLMENT PURCHASE AND TRUST AGREEMENT by and between DESCHUTES COUNTY, OREGON, Purchaser and SECURITY PACIFIC BANK OREGON Trustee Dated as of November , 1988 RECEIVED OCT 2 41988 Deschutes County Counsel 0094 0047 TABLE OF CONTENTS 0004 0048 Page(s) ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions 2,3,4 Section 1.02. Rules of Construction 3,4 Section 2.01 Section 2.02. Section 2.03. Section 2.04. Section 2.05. Section 2.06. Section 2.07. Section 2.08. Section 2.09. Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. ARTICLE II INSTALLMENT PURCHASE Agreement to Purchase Project and Pay Purchase Price in Installments 5 Security Interest 6 Title 6 Default and Trustee's Remedies 7,8 Assignment and Leasing 8 Possession 8,9 Modifications of the Project 9 Security for the Certificates 10 Nonappropriation of Funds 10 ARTICLE III CERTIFICATES: TERMS AND PROVISIONS PREPAYMENT OF CERTIFICATES Preparation of Certificates 11 Form; Payment 11 Date of Certificate 11 Authentication 11 Transfer of Certificates 11,12,13 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF TRUST ACCOUNTS Section 4.01 Section 4.02. Section 4.03. Section 4.04. Section 4.05. Establishment and Funding of Accounts 14 Administration of Installment Payment Account 14,15 Administration of Proceeds Account 15 Administration of Reserve Account 15,16 Deposit and Investment of Monies in Trust Accounts 16 - i - Section 5.01. Section 5.02. Section 5.03. Section 5.04. Section 5.05. Section 5.06. Section 5.07. Section 5.08. Section 5.09. Section 5.10. Section 5.11. Section 5.12. Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Section 6.06. Section 6.07. 0094 0049 ARTICLE V REPRESENTATIONS AND COVENANTS County to Perform 17 Notice of Non - Payment 17 No Obligation by the County to Owners 17 No Obligation with Respect to Performance by Trustee 17 Tax Represenation 17 Covenant to Authorize 17,18 Additional Obligations Secured by the Project 18,19 Taxes 19 County Representations 19 Insurance 20,21 Maintenance and Repair 21 Conditions Precedent Satisfied 21 ARTICLE VI THE TRUSTEE Acceptance of Appointment 22 Removal and Resignation 22 Compensation to the Trustee 22 Protection to the Trustee 23,24 No Liability to Owners for Payment 24 Investments 24 County Indemnification of the Trustee 24 ARTICLE VII DEFEASANCE Section 7.01. Conditions for Defeasance 25 Section 7.02. Conveyance Upon Defeasance 25 Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D 0094 0050 ARTICLE VIII AMENDMENT: ADMINISTRATIVE PROVISIONS Amendment 26 Recording and Filing 26 Trustee to Keep Records 26 Notices 26 Oregon Law 27 Severability 27 Binding on Successors 27 Headings 27 Execution in Counterparts 27 Project Description Debt Service Schedule Form of Certificate of Participation Form of Requisition - iii - RDRsam149 0094 0051 INSTALLMENT PURCHASE AND TRUST AGREEMENT THIS INSTALLMENT PURCHASE AND TRUST AGREEMENT is executed as of 1988 (the "Agreement "), by and between DESCHUTES COUNTY, OREGON, as Purchaser (the "County ") and SECURITY PACIFIC BANK OREGON as trustee (the "Trustee "). The County and the Trustee agree as follows: Page 1 - Installment Purchase and Trust Agreement 0094 0052 ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION Section 1.01. Definitions. The following terms shall have the meanings given to them in this section, unless the context clearly requires a different interpretation. (a) Agreement. The term "Agreement" means this Installment Purchase and Trust Agreement. (b) Authorized Officer. The term "Authorized Officer" means the Chairman of the Board of Commissioners of the County, or anyone designated by the Board of Commissioners to serve as an Authorized Officer hereunder. (c) Certificate. The term "Certificate" or "Series 1988 Certificates" means a certificate or certificates of participation prepared and delivered by the Trustee pursuant to Article III of this Agreement. (d) Closing. The term "Closing" shall mean the delivery of the Certificates in exchange for the deposits specified in Section 4.01(b) hereof, and the date on which such exchange occurs. (e) Government Obligations. The term "Government Obligations" means direct obligations of the United States Government or obligations unconditionally guaranteed by the United States Government. (f) Installment Payment Account. The term "Installment Payment Account" means the terms established in Section 4.01 hereof. (g) Installment Payments. The term "Installment Payments" means the combined payments of principal and interest which the County is obligated to pay pursuant to Section 2.01(a) hereof, and which are described in Exhibit B. (h) Outstanding. The term "Outstanding" when used with reference to the Certificate and as of any particular date means any Certificate theretofore delivered except: (a) any Certificate cancelled by the Trustee at or before said date, (b) any Certificate in lieu of or in substitution for which another Certificate shall have been delivered pursuant to this Agreement, and (c) any Certificate for which all amounts due have either been mailed to the Owner or deposited into a special trust account for the Owner. Page 2 - Installment Purchase and Trust Agreement 0094 0053 (i) Owner. The term "Owner" or "Certificate Owner" or any similar term, when used with respect to a Certificate, means the registered Owner of any Outstanding Certificate as indicated in the Certificate Register maintained by the Trustee. (j) Parity Obligations. The term "Parity Obligations" means additional obligations authorized pursuant to Section 5.07 of this Agreement. (k) Payment Dates. The term "Payment Dates" refers do the dates on which Installment Payments are due, as indicated in the attached Exhibit B. (1) Permitted Investments. The term "Permitted Investments" means, to the extent not prohibited by applicable law: (i) Government Obligations; (ii) Certificates of deposit issued by a nationally or state - chartered bank or savings and loan association, to the extent that the principal amount does not exceed available FSLIC or FDIC insurance; and (iii) Repurchase agreements with a bank having a net worth of at least $50,000,000, which are collateralized by Government Obligations, if the collateral is held by the Trustee. (m) Pledged Revenues. The term "Pledged Revenues" means those revenues pledged pursuant to Section 2.08(a) of this Agreement. (n) Principal Office. The term "Principal Office," when used with respect to the Trustee, means the principal office of the Trustee situated in Portland, Oregon, at which the Trustee conducts its corporate trust business. (o) Proceeds Account. The term "Proceeds Account," means the terms established in Section 4.01 hereof. (p) Protect. The term "Project" means the real and personal property described in the attached Exhibit A. (q) Purchase Price. The term Purchase Price means the sum of $1,500,000, which is the price to be paid by the County to purchase the Project, pursuant to this Agreement. (r) Record Date. The term "Record Date" means the fifteenth day of the month preceding a Payment Date. Page 3 - Installment Purchase and Trust Agreement 0094 0054 (s) Required Reserve. The term "Required Debt Service Reserve" means an amount equal to average annual debt service on the Certificates determined as of the date of issuance of the Certificates. (t) Reserve Account. The term "Reserve Account," means the Deschutes County 1988 Project Debt Service Reserve Account established in Section 4.01 hereof. (u) Transient Room Tax Revenues. The term "Transient Room Tax Revenues" means the transient room tax revenues received by Deschutes County pursuant to Section 4.08.030 of the Deschutes County Code. (v) Trustee. The term "Trustee" means Security Pacific Bank Oregon, Portland, Oregon, as Trustee, Paying Agent and Registrar under this Agreement, and its successors. Section 1.02. Rules of Construction. Words of the masculine and feminine genders shall be deemed and construed to include the neuter gender. Unless the context otherwise indicates, the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby," hereto," "herein," "hereunder" and any similar terms, as used in this Agreement, refer to this Agreement. Page 4 - Installment Purchase and Trust Agreement. 0094 0055 ARTICLE II INSTALLMENT PURCHASE Section 2.01. Agreement to Purchase Project and Pay Purchase Price in Installments. (a) Payment of Purchase Price. The Trustee agrees to sell the Project to the County and the County agrees to purchase the Project from Trustee, for a price of $1,400,000 payable in installments, with interest, as provided herein. The principal installments of the Purchase Price shall be paid in the amounts and on the dates shown in Exhibit B. Each unpaid principal installment shall bear interest at the rate indicated in Exhibit B. Interest shall be paid semi - annually on the dates shown in Exhibit B. Certain certificates have been designated "Term Certificates" in the Purchase Agreement executed by the County and Seattle Northwest Securities Corporation which require the County to make mandatory sinking fund installments as also shown in Exhibit B. These mandatory sinking fund installments and payments of principal and interest are referred to herein as the "Installment Payments." The County shall pay the Installment Payments on the dates shown in Exhibit B, without notice or demand, unless otherwise expressly provided herein. The obligation to make Installment Payments shall not be reduced or abated because of damage, destruction, or deterioration of the Project. (b) Transfers to Trustee. Commencing in November, 1988, and monthly thereafter, the County will transfer Transient Room Tax Revenues (Pledged Revenues) to the Trustee an amount equal to one -sixth (1 /6th) of the amount necessary to pay Certificate interest which will become due during the six months following the transfer. Prepayment of monthly deposits will fulfill this requirement. Notwithstanding the foregoing, the County shall transfer to the Trustee an amount sufficient to permit all interest due on the Certificates to be paid on the date it is due. (c) Transfers to Trustee. Commencing in November, 1988, and monthly thereafter, the County will transfer Transient Room Ta-t Revenues (Pledged Revenues) to the Trustee an amount equal to one - twelfth (1 /12th) of the amount necessary to pay principal which will become due during the twelve months following the transfer. Prepayment of monthly deposits will fulfill this requirement. Notwithstanding the foregoing, the County shall transfer to the Trustee an amount sufficient to permit.all principal due on the Certificates to be paid on the date it is due. Page 5 - Installment Purchase and Trust Agreement 0094 0056 (d) After each monthly deposit, the Pledged Revenues shall no longer be deemed pledged for the payment of the Certificates but, however, shall remain available therefor. (e) Prepayment. (i), Principal may be prepaid by the County, in whole or in part, in amounts of $5,000 or integral multiples thereof, upon thirty days prior written notice to the Trustee, on the following dates and at the following prices (expressed as a percentage of the principal amount prepaid): Date Percentage November 1998 and May 1, 1999 101% November 1, 1999 and any interest payment date thereafter 100% (ii) Principal shall be prepaid, without prepayment penalty, on the date and to the extent that insurance proceeds are to be used to prepay principal pursuant to Section 5.10 hereof. (iii) All principal shall be prepaid, without prepayment penalty, if the Trustee declares the unpaid principal balance immediately due and payable pursuant to Section 2.04(b)(i) hereof. (iv) All principal prepayments shall be credited against the principal installments shown in Exhibit B in inverse chronological order of the dates on which they are due. Section 2.02. Security Interest. This Agreement shall constitute a security agreement in all fixtures which are part of the Project for the sums due hereunder. The Trustee may file Uniform Commercial Code Financing Statements reflecting that interest. Section 2.03. Title. The County shall cause marketable title to the real property of the Project to be conveyed to the Trustee on or before closing of this Agreement. Title to the real property shall remain in the Trustee until the purchase price has been paid in accordance with this Agreement. Upon the County's timely payment of all Installment Payments and the compliance with all other terms and conditions of this Agreement, the Trustee shall convey all its interest in the real property to the County by special warranty deed, free of all encumbrances created by the Trustee without the consent of the Page 6 - Installment Purchase and Trust Agreement 0094 0057 County. The Trustee does not, and shall not be required to make any representations regarding the condition of the real property and the County agrees to accept the Project in "as is" condition. Section 2.04. Default and Trustee's Remedies. (a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occurring voluntarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: (i) The County's failure to make any Installment Payment by the applicable Payment Date; (ii) The County's failure to make any payment required by Section 2.01(b) and (c) of this Agreement; (iii) The County's failure to comply in any material respect with any other covenant, condition, or agreement of the County hereunder for a period of thirty (30) days after notice thereof from the Trustee; (iv) Any representation or warranty made by the County hereunder shall be untrue in any material respect as of the date made; and /or (v) The County becomes insolvent or admits in writing an inability to pay its debts as they mature or applies for, consents to, or acquiesces in the appointment of a trustee or receiver for the County or a substantial part of its property; or in the absence of such application, consent, or acquiescense, a trustee or receiver is appointed for the County or a substantial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reorganization, debt arrangement or moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is instituted by or against the County and, if instituted against, the County, is consented to or acquiesced in by the County or is not dismissed within ninety (90) days. (b) Upon the occurrence of any Event of Default specified herein, the Trustee may, and shall upon written request of the Owners of Certificates representing not less than twenty -five percent (25 %) of the principal amount of unpaid Installment Payments, exercise any or all of the following remedies: (i) Declare the unpaid principal balance, together with accrued interest immediately due and payable . but such balance and interest may be paid only to the extent of moneys on deposit in any accounts held hereunder, moneys Page 7 - Installment Purchase and Trust Agreement 0094 0058 appropriated by the County for payments due hereunder and moneys realized from the exercise of remedies listed in subsections (b)(ii) and (b)(iii) of this section; (ii) Judicially foreclose the lien of this Agreement against the Project, in the same manner as mortgages are foreclosed; (iii) Exercise its rights as a secured party under the Uniform Commercial Code; and /or (iv) Pursue and exercise any other remedy available at law or in equity. (c) If an Event of Default occurs as a result of a failure to appropriate funds, the remedies available to the Trustee and the Owners shall be restricted to those described in subsections (b)(i), (b)(ii) and (b)(iii) of this section. (d) The Trustee may rescind any declaration made under subsection (b) of this Section and abandon any exercise of remedies if there has been no failure to pay Owners Installment Payments, and the Event of Default is cured by the County. Such rescission and abandonment shall not constitute a waiver of any other Event of Default. Section 2.05. Assignment and Leasing. (a) Except as specifically provided herein, the County shall not assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement, the Project, or any part thereof or any interest therein without the prior written consent of the Owners of Certificates representing not less than two thirds of the unpaid principal balance except as provided in Subsection (b). The County may lease the Project without consent of the Owners, but only if the Trustee receives a security interest in the lease. (b) County is authorized to enter into an intergovernmental agreement, subject to the Agreement, with the City of Bend for ownership of the Project. City's undivided future interest in the project will be based upon a formula to be agreed upon between the County and City. City's acquisition of an interest in the Project shall be by contribution to the County of one - fourteenth of the City's net receipts from the City's transient room tax (based upon a 7% tax) collected pursuant to Chapter 7 of the City of Bend Code, so long as a Certificate is outstanding. (c) The Trustee may assign or sell its interest in this Agreement only in connection with the issuance of Certificates, or in connection with the appointment of a successor Trustee. Page 8 - Installment Purchase and Trust Agreement 0094 0059 Section 2.06. Possession. The County shall be entitled to possession of the Project upon execution of this Agreement. All risks of damage, destruction, or loss of the Project shall pass to the County upon execution hereof. Section 2.07. Modifications of the Project. (a) The County may add to or improve the Project if: (i) The additions or improvements do not reduce the value of the Project, and the County so certifies to the Trustee; and, (ii) The County provides the Trustee with prior written notice that there will be additions or improvements to the Project; and, (iii) The improvements or additions become part of the Project, are secured by the lien of this Agreement, and the County provides the Trustee with such documents as the Trustee determines are necessary to evidence the Trustee's interest in the additions and improvements. (b) The County may remove portions of the Project which are worn out, obsolete or unserviceable if the County notifies the Trustee in writing prior to the removal and, (i) The County replaces the removed property with property which performs the functions of the removed property and such replacement property satisfies the conditions of subsection (a)(iii) of this Section; or (ii) Any proceeds from the sale of the removed property are deposited with the Trustee and used to prepay principal on the earliest possible date; or (iii) The value of the removed property does not exceed $25,000 in any fiscal year and $100,000 in aggregate during the term of this Agreement. Section 2.08. Security for the Certificates. The Certificates represent undivided proportional ownership interests in the principal installments of the Purchase Price due from the County under this Agreement and the interest due on such principal installments, and are additionally secured by the accounts held hereunder and any sums the Trustee may realize in connection with the exercise of default remedies. (a) The County hereby pledges revenues it receives from its Transient Room Tax pursuant to Deschutes County Code 4.08.030 as security for the Certificates. Revenues sufficient to meet Installment Payments shall be deposited to the Installment Page 9 - Installment Purchase and Trust Agreement 0094 0660 Payment Account held by the Trustee as provided in Section 2.01(b). The obligation of the County under this revenue pledge is not subject to Section 2.09 of this Agreement. (b) The County may also utilize, to the extent necessary, other general fund monies available to the County to make Installment Payments. The obligation of the County to make Installment Payments under this subsection (b) is subject to annual approporiation. (c) The Certificates are not secured by the unlimited taxing power of the County, and are not a general obligation of the County or the Trustee, but are secured solely as provided in this section. To the extent that funds are appropriated to make Installment Payments hereunder, the faith and credit of the County are pledged to the payment of the Installment Payments. Section 2.09. Nonappropriation of Funds. The County, by entering into this Agreement, acknowledges its current intention to make all Installment Payments due hereunder on the dates such Installment Payments are due. In the event the County's governing body fails to appropriate sufficient general fund monies required to fund the County's legal obligations to make Installment Payments hereunder for any future fiscal period, then the County will immediately notify the Trustee or its assignee of such occurrence and the County's right to possession of the Project, and all its interest in the Project shall terminate as of September 1 of the fiscal year in which the failure to appropriate occurs. In such case, the obligation of the County for the unpaid purchase price shall be limited as provided in Section 2.04(c). The County agrees (i) that County staff will, for each fiscal period in which Installment Payments are scheduled to be made, present to the County's Board of Commissioners a request that the Board of Commissioners budget for and approve the expenditure of an amount sufficient to allow County to make all Installment Payments due in that fiscal period; (ii) that, to the extent funds are legally available therefore, it will make all Installment Payments; and (iii) that it will not cancel this Agreement under the provisions of this Section 2.09 if sufficient funds are appropriated and budgeted to it, or by it, for the acquisition, retention or operation of the Project. Page 10 - Installment Purchase and Trust Agreement 0094 0061 ARTICLE III CERTIFICATES: TERMS AND PROVISIONS PREPAYMENT OF CERTIFICATES Section 3.01. Preparation of Certificates. (a) The Trustee shall prepare, authenticate and deliver to their purchasers Certificates in an aggregate principal amount equal to the Purchase Price. The Certificates shall evidence the ownership of, and the right to receive, a proportionate share of the principal installments specified in the certificates and the interest due thereon, which are to be paid by the County hereunder. Certificates shall be in denominations of $5,000, or any integral multiple, and shall indicate that the principal amount thereof is payable on the due date of the principal installments for which the Certificates are issued. Certificates may be exchanged for an equal principal amount of certificates having the same terms, but different authorized denominations, as provided in Section 3.05. (b) The Trustee shall not at any time while the Certificates are outstanding issue additional certificates evidencing ownership of the Installment Payments, except as provided in Section 3.05 hereof. Section 3.02. Form; Payment. The Certificates shall be in registered form substantially as set forth in Exhibit C. Installment Payments shall be paid to the Certificate Owners as provided in Section 3.05 hereof. Section 3.03. Date of Certificate. The Certificates shall be dated with the date of this Agreement. Section 3.04. Authentication. The Certificates shall be authenticated by the manual signature of an authorized officer of the Trustee. Section 3.05. Transfer of Certificates. (a) No Certificate shall be entitled to any right or benefit under this Agreement unless it shall have been authenticated by an authorized officer of the Trustee. The Trustee shall authenticate the Certificates to be delivered at closing, and shall additionally authenticate any Certificate properly surrendered for exchange, transfer or replacement pursuant to this Agreement. (b) The Trustee shall maintain a Certificate register, and shall enter the names and addresses of the Owners in the Page 11 - Installment Purchase and Trust Agreement 0094 0062 Register when Certificates are authenticated. The County and the Trustee may treat the persons listed as Owner in the Certificate register as the Owners of the Certificate for all purposes. (c) The Trustee shall, on behalf of the County, mail on each Payment Date the interest attributable to the principal which each Certificate represents to the name and address of each Certificate Owner entitled thereto, as they appear on the Certificate register on the Record Date, but solely from moneys available in the Installment Payment Account. If payment is so mailed, neither the County nor the Trustee shall have any further liability to any party for such payment. The Trustee shall pay the principal amounts to which the Owners are entitled, but solely from moneys available in the Installment Payment Account, upon presentation and surrender of the Certificates at the Principal Office of the Trustee. (d) If there is a prepayment described in Section 2.01(c)(iii), the Trustee may fix a special Record Date and notify owners thereof, not less than 30 days prior to the time when payments will be made based on the special Record Date. The Trustee shall notify affected owners of any prepayment under Section 2.01(c)(i) hereof, not less than 30 days prior to the date on which such prepayment is scheduled to be made. If less than all principal due on a single date is prepaid, the Trustee shall apply the prepayment to outstanding certificates in increments of $5,000 (to the extent possible) and by lot. (e) Certificates may be exchanged or transferred to other Owners if the Certificate Owner submits the following to the Trustee: (i) Written instructions for exchange or transfer satisfactory to the Trustee, signed by the Owner or his attorney in fact and guaranteed in a manner satisfactory to the Trustee; and (ii) The Certificates to be exchanged or transferred. (f) The Trustee shall note the date of authentication on the Certificates. After Closing, the date of authentication shall be the date as of which the Owner's name is listed on the Certificate Register. (g) For purposes of this Section 3.05, Certificates shall be considered submitted to the Trustee on the date the Trustee actually receives the materials described in subsection (e) of this Section. Page 12 - Installment Purchase and Trust Agreement 0094 0063 (h) A mutilated, lost or destroyed Certificate may be replaced by the Trustee at the request and expense of its Owner, if the Owner: (i) furnishes indemnity satisfactory to the Trustee which will protect the Trustee and the County against loss or liability resulting from any demand or payment on a Certificate which the Owner seeks to have replaced; and (ii) submits an affidavit satisfactory to the Trustee describing the Certificate and the circumstances under which it was mutilated, lost or destroyed. Page 13 - Installment Purchase and Trust Agreement 0094 0064 ARTICLE IV ESTABLISHMENT AND ADMINISTRATION OF TRUST ACCOUNTS Section 4.01 Establishment and Funding of Accounts. (a) There are hereby established with the Trustee the following trust accounts: (i) The "Deschutes County 1988 Project Installment Payment Account," hereafter referred to as the "Installment Payment Account;" (ii) The "Deschutes County 1988 Project Proceeds Account," hereafter referred to as the "Proceeds Account;" and, (iii) The "Deschutes County 1988 Project Debt Service Reserve Account" hereafter referred to as the "Reserve Account;" (b)Upon Closing, the proceeds of the sale of the Certificates and other funds shall be deposited as follows: (i) The amount of accrued interest, if any, shall be deposited with the Trustee in the Installment Payment Account. (ii) An amount which, together with other funds deposited by the County, will equal the Required Reserve shall be deposited with the Trustee in the Reserve Account. (iii) The cost of constructing the Project shall be paid into the Proceeds Account. (iv) The balance of the proceeds shall be deposited with the County. Account. Section 4.02. Administration of Installment Payment (a) The Installment Payment Account shall be maintained by the Trustee until the Installment Payments are paid in full pursuant to the terms hereof. Accrued interest received from the sale of the Certificate, Installment Payments, and any other amounts which the Trustee receives and are available for use as Installment Payments shall be immediately deposited by the Trustee in the Installment Payment Account. Page 14 - Installment Purchase and Trust Agreement 0094 0065 (b) The Trustee shall withdraw from the Installment Payment Account, on each Payment Date, an amount equal to the Installment Payment due on such Payment Date, and shall pay, on behalf of the County, such withdrawn amount to the Owners as provided herein. (c) Monies in the Installment Payment Account shall be used solely for Installment Payments, except as provided in Section 7.01. (d) If on any Payment Date the amount of all Installment Payments then due and payable exceeds the amount on hand in the Installment Payment Account and the Reserve Account, the Trustee shall apply the moneys on hand therein first to the payment of any interest due or past due on the Certificates, pro rata if necessary, and second to the payment of the unpaid principal which is then due or past due, pro rata if necessary. Section 4.03. Administration of Proceeds Account. Monies in the Proceeds Account shall be used to pay any costs of constructing the Project, costs incurred by the County in connection with execution of this Agreement and issuance of the Certificates, and (if moneys in the Installment Payment Account and Reserve Account are insufficient) Installment Payments. The Trustee shall disburse moneys in the Proceeds Account at the direction of the County to pay such costs, upon receipt of a requisition in substantially the form attached as Exhibit D, and signed by an Authorized Officer. Payment shall be made directly to the contractor or supplier unless the County certifies that the County has already paid the contractor or supplier and is seeking reimbursement, or to the County upon receipt of the architect's certificate. Section 4.04. Administration of Reserve Account. (a) Monies in the Reserve Account shall be held in trust for the payment when due of the Installment Payments to be paid pursuant to the Agreement, and shall be used and applied only as hereinafter provided. If on any Payment Date the moneys on hand in the Installment Payment Account are not sufficient to pay any Installment Payment then due and unpaid, the Trustee shall use the moneys on hand in the Reserve Account to make such payment on behalf of the County by transferring the amount necessary for this purpose to the Installment Payment Account. (b) If the combined balance in the Installment Payment Account and the Reserve Account at any time equals or exceeds the sum of all unpaid Installment Payments, the balance in the Reserve Account shall be transferred to the Installment Payment Account. Page 15 - Installment Purchase and Trust Agreement 0094 0066 (c) An amount equal to any deficiency of the Required Reserve shall be deposited by the County to the Trustee in the next succeeding fiscal year. Section 4.05. Deposit and Investment of Monies in Trust Accounts. (a) All moneys held by the Trustee in any of the accounts established pursuant to this Agreement shall be deposited or invested in Permitted Investments, which deposits or investments may be made with the commercial banking or investment department of the Trustee, pursuant to written instructions of the Authorized Officer. If the Authorized Officer does not provide the Trustee with written instructions for such investment, the Trustee shall invest such moneys in Permitted Investments so as to obtain the highest yield which the Trustee deems practicable, having due regard for the safety of such moneys and for the dates upon which such moneys will be required for uses and purposes specified in this Agreement. (b) Except as provided in Section 7.01 hereof: (i) Investment earnings on moneys in the Proceeds Account shall be retained in the Proceeds Account. (ii) Investment earnings on moneys in the Installment Payment Account shall be retained in the Installment Payment Account. (iii) Investment earnings on moneys in the Reserve Account shall be retained in the Reserve Account until the Reserve Account has a balance equal to the Required Reserve. Thereafter, earnings shall be transferred to the Installment Payment Account. (c) The Trustee shall act only as agent in making or disposing of any investment. The Trustee shall not be liable for any loss resulting from the making or disposition of any investment pursuant to the provisions of subsection (a) of this section and any such losses shall be charged to the account with respect to which such investment was made. (d) The Trustee may sell any investments held hereunder prior to maturity, if such a sale is required to permit Installment Payments to be paid timely to Owners. (e) If any moneys remain in the accounts established hereunder after all sums due hereunder have been paid, such moneys shall be returned to the County. Page 16 - Installment Purchase and Trust Agreement 0094 0067 ARTICLE V REPRESENTATIONS AND COVENANTS Section 5.01. County to Perform. The County covenants and agrees with the Owners of the Certificates to perform all obligations and duties imposed on it under this Agreement. Section 5.02. Notice of Non - Payment. In the event of delinquency in the payment of any amounts due from the County hereunder, the Trustee shall, on the date upon which such delinquency occurs, immediately give written notice of the delinquency and the amount thereof to the County. Section 5.03. No Obligation by the County to Owners. Except for the payment of Installment Payments when due in accordance with this Agreement and the performance of the other covenants and agreements of the County contained herein, the County shall have no obligation or liability to any of the other parties or to the Owners of the Certificates with respect to this Agreement or the term, execution, delivery or transfer of the Certificates, or the distribution of Installment Payments to the Owners by the Trustee. Section 5.04. No Obligation with Respect to Performance by Trustee. The County shall have no obligation or liability to any of the other parties or to the Owners of the Certificates with respect to the performance by the Trustee of any duty imposed upon it under this Agreement. Section 5.05. Taxability Representation. The County represents: (a) The interest on the Certificates are not intended to be excluded from gross income for federal tax purposes. (b) The Internal Revenue Code of 1986 (the "Code ") does not provide a method by which the Issuer may declare Certificate interest to be taxable; therefore, to meet the intention of Subsection 5.05 (a), the County will not comply with the reporting requirements of Section 149(e) of the Code. (c) This declaration of intent will require that interest of Certificates be included in gross income for federal tax purposes. (d) The Certificates are not "qualified tax - exempt obligations" under Section 265(b)(3) of the Code. (e) The interest on the Certificates, less any interest expense incurred to carry the Certificates, may be substracted from federal taxable income in determining Oregon taxable income. Page 17 - Installment Purchase and Trust Agreement 0054 0068 Section 5.06. Covenant to Authorize. The County will comply with all applicable laws relating to levying and collecting taxes and other revenues, and budgeting and appropriating moneys for the Installment Payments due under this Agreement. To the extent that money is appropriated, all amounts becoming payable hereunder will be duly authorized and paid when due out of funds legally available for such purpose. Section 5.07. Additional Obligations. (a) The County may issue Parity Obligations to provide funds for any purpose authorized by law, but only upon the following conditions: (i) No Default has occurred and is continuing; (ii) At the time of the issuance of the Parity Obligations there is no deficiency in the Installment Payment Account and the Reserve Account; (iii) The Resolution authorizing the issuance of the Parity Obligations requires that a deposit be made at closing sufficient to bring the balance in the Reserve Account equal to the Required Reserve for all outstanding Certificates, including the proposed Parity Obligations. (iv) (A) the Transient Room Tax Revenues for any 12 consecutive months during the 18 months immediately preceding the date of issuance of the Parity Obligations were not less than 1.50 times the actual debt service of the Series 1988 Certificates for that 12 month period, and (B) the Transient Room Tax Revenues, as projected for the next ensuing fiscal year and as certified by a qualified engineering, auditing, or other qualified firm are not less than 1.50 times the actual debt service for the ensuing fiscal years' debt service on all outstanding Series 1988 Certificates plus the average proforma annual debt service on the proposed Parity Obligations. (b) The County may issue Parity Obligations to refund Oustanding Bonds not withstanding the requirements of Section 5.07(a), if the required debt service of the refunding certificates does not exceed the debt service for the refunded certificates payable in any Fiscal Year. The requirements of Section 5.07(a) shall apply if the debt service on the refunding certificates exceeds the debt service on the refunded certificates payable in any Fiscal Year. The County may issue Parity Obligations to complete the project notwithstanding the requirements of Section 5.07(a). Page 18 - Installment Purchase and Trust Agreement C094 0069 (c) All Bonds issued in accordance with this Section shall have a lien on the Pledged Revenue which is equal to the lien of the Series 1988 Certificates and all Parity Obligations issued in accordance with this Section. (d) The County may issue Subordinate Obligations to provide funds for any purpose authorized by law, provided no default has occurred and is continuing, and upon making specific findings that issuance of such Subordinate Obligations will not impair the ability of the County to pay debt service on any Outstanding Certificates or Parity Obligations. All Subordinate Obligations shall have a lien on the Pledged Revenues which is subordinate to the lien of the Series 1988 Certificates and all Parity Obligations issued in accordance with this Agreement. In the event of any insolvency or bankruptcy proceedings relative to the County or to its property, the holders of the Series 1988 Certificates and the Parity Obligations shall be entitled to receive payment in full of all principal, premium (if any) and interest thereon (including interest accruing after the commencement of any proceeding) before the holders of the Subordinate Obligations are entitled to receive any payment on account of principal, premium (if any) or principal upon the Subordinate Obligations. Section 5.08. Taxes. In addition to the payments to be made pursuant to Section 2.01 hereof, the County agrees to pay any and all taxes and other charges imposed on the Project, and to indemnify and hold the Trustee harmless from and against, such taxes and charges. The County may contest any such taxes prior to payment provided such contest does not involve any risk of sale, forfeiture or loss of the Project or any interest therein. Upon request of the Trustee, the County shall provide evidence of payment of taxes. Section 5.09. County Representations. The County represents as follows: (a) The County is a political subdivision of the State of Oregon, and is authorized by ORS 203.035 to enter into this Agreement. This Agreement has been duly authorized, executed, and delivered by the County and is a valid and binding limited obligation of the County enforceable in accordance with its terms. All requirements for the County's execution, delivery and performance of this Agreement, including applicable public bidding requirements and laws relating to the sale and purchase of interests in property, have been or will be, complied with in a timely manner. (b) There are no pending or threatened lawsuits or administrative or other proceedings contesting the legal authority for, authorization or performance of, or expenditure of funds pursuant to, this Agreement to which the County is a party. Page 19 - Installment Purchase and Trust Agreement 0094 0070 (c) The County has budgeted and has available for the current fiscal period sufficient funds to comply with any obligations it may have hereunder which are due in that period. Section 5.10. Insurance. The County shall maintain standard fire and casualty insurance at not less than the replacement value of the Project. Policies evidencing this insurance shall be filed with the Trustee, and the Trustee shall be named as loss payee. Any proceeds of such insurance shall be paid to the Trustee. If the County has breached any of its promises herein contained (regardless of whether such breach constitutes an event of default) the breach has not been cured by the time insurance proceeds are paid to the Trustee, the insurance proceeds shall be used to prepay Agreement principal 30 days after the Trustee receives the insurance proceeds. If the County has not breached its promises hereunder, or any breach has been cured, and: (a) If the amount of insurance proceeds paid to the Trustee is less than $50,000, the Trustee shall transfer the proceeds of insurance to the County and the County shall use the proceeds, to the extent required, to repair the Project; or (b) If the amount of insurance proceeds paid to the Trustee equals or exceeds $50,000, the County may elect to use the proceeds to prepay Agreement principal or to repair or replace the Project. The County shall have 120 days after the Trustee receives the insurance proceeds in which to file a written election with the Trustee to use the proceeds to prepay Agreement principal, or to rebuild the Project. (i) If the County elects to use the proceeds to prepay Agreement principal, the insurance proceeds shall be applied to the prepayment 30 days after the County files its election to prepay, or 150 days after the Trustee receives the proceeds if the County fails to file an election within 120 days. (ii) If the County elects to use the insurance proceeds to repair or rebuild the Project, the insurance proceeds shall be deposited in the Proceeds Account, and disbursed by the Trustee to the order of the County as the costs of the repair or rebuilding are payable. If the County fails to commence within one year, or complete within three years, the repair or rebuilding of the Project, all available insurance proceeds shall be applied by the Trustee to prepay Agreement principal. (c) If an Event of Default occurs after the Trustee receives insurance proceeds and is not cured, any proceeds of Page 20 - Installment Purchase and Trust Agreement CO J4 0071 insurance held by the Trustee shall be applied to the payment of amounts due under this Agreement. Such amounts shall be applied first to pay principal, Any excess after all principal is paid may be used to pay interest, and any amount remaining thereafter shall be paid to the County. Section 5.11. Maintenance and Repair. The County shall be responsible to service, repair and maintain the Project in good condition, repair, appearance and working order. Section 5.12. Conditions Precedent Satisfied. The County represents and recites that all acts, conditions and things required by law to exist, happen and be performed precedent to and in connection with the execution and entering into of this Agreement have happened and have been performed in regular and due time, form and manner as required by law, and that it is now duly empowered to execute and enter into this Agreement. Page 21 - Installment Purchase and Trust Agreement 0094 0072 ARTICLE VI THE TRUSTEE Section 6..01. Acceptance of Appointment. In consideration of the compensation herein provided for, the Trustee agrees to serve as Trustee under this Agreement. Section 6.02. Removal and Resignation. (a) The County or the holders of a majority in aggregate principal amount of the Certificate Outstanding may by written request, remove the Trustee upon first giving not less than sixty (60) days written notice and may appoint a successor Trustee, but any such successor shall be a bank or trust company doing business in Oregon, having a combined capital (exclusive of borrowed capital) and surplus of at least Twenty -Five Million Dollars ($25,000,000), be subject to supervision or examination by federal or state authority, and publish a report of condition at least annually, pursuant to law or to the requirements of any supervision or examining authority above referred to, evidencing its combined capital and surplus as set forth in its most recent report of condition so published. (b) The Trustee may at any time resign by giving written notice to the County not less than 60 days prior to the proposed resignation date. Upon receiving such notice of resignation, the County shall promptly appoint a successor Trustee by an instrument in writing; provided, however, that in the event that the County does not appoint a successor Trustee within ninety (90) days following receipt of such notice of resignation, the resigning Trustee may petition any court having jurisdiction to appoint a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. (c) The Successor Trustee shall provide notice to the Owners of any change in the Trustee not later than thirty (30) days prior to the removal or resignation of the Trustee. Section 6.03. Compensation to the Trustee. The County shall pay the Trustee its previously agreed fees, and shall reimburse the Trustee for all its reasonable advances and expenditures (including its reasonable attorneys fees). The Trustee shall not be entitled to any lien on the accounts created hereunder for the payment of its fees and expenses. Page 22 - Installment Purchase and Trust Agreement 0094 0073 Section 6.04. Protection to the Trustee. (a) The Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any document which it shall in good faith believe to be genuine, and the Trustee shall be under no duty to make any investigation or inquiry about any statement contained or matters referred to in any such document, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Trustee shall not be bound to recognize any person as an Owner of any Certificate or to take any action at his or her request unless such Certificate shall be deposited with the Trustee or satisfactory evidence of the ownership of such Certificate shall be furnished to the Trustee. The Trustee may consult with counsel, who may be counsel to the County, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith in accordance therewith. (b) Whenever in the administration of its duties under this Agreement, the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter shall be deemed to be conclusively proved and established by the Certificate of an Authorized Officer and such Certificate shall be full warranty to the Trustee for any action taken or suffered under the provisions of this Agreement upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. (c) The Trustee may buy, sell, own, hold, and deal the Certificates, and may join in any action which any Owner may be entitled to take with like effect as if the Trustee were not a party to this Agreement. The Trustee, either as principal or agent, may also engage in or be interested in any financial or other transaction with the County and may act as depository, trustee, or agent for any committee or body of Owners or other obligations of the County as freely as if it were not Trustee hereunder. (d) The recitals, statements and representations in this Agreement and in the Certificates shall be taken and construed as made by the County, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof. (e) The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents, or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duties Page 23 - Installment Purchase and Trust Agreement 0094 0074 hereunder, and the Trustee shall not be answerable for the default or misconduct of any such attorney, agent or receiver selected by it with reasonable care. The Trustee shall not be answerable for the exercise of any discretion or power under this Agreement or for anything whatever in connection with the funds and accounts established hereunder, except only for its willful misconduct or want, of reasonable care. (f) Prior to taking any action in connection with an Event of Default, the Trustee may require that the Owners post a bond, or otherwise agree, in a manner satisfactory to the Trustee, to indemnify the Trustee for all of its expenses (including all its reasonable attorney's fees, whether litigation is filed or not, or on appeal, if any) and any liability it may suffer as a result of such actions. (g) The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith unless such action shall constitute negligence or willful default. Section 6.05. No Liability to Owners for Payment. Except as provided in this Agreement, the Trustee shall not have any obligation or liability to the Owners with respect to the payment of the Installment Payments by the County when due, or with respect to the performance by the County of any other covenant made by it herein. Section 6.06. Investments. The Trustee shall not be responsible for the sufficiency of the value of or to be to the Project. The Trustee shall not be responsible or liable for any boss suffered in connection with any investment of funds made by it under the terms of and in accordance with this Agreement. Section 6.07. County Indemnification of the Trustee. Subject to the Constitution and laws of the State of Oregon and to the fullest extent permitted by law, the County shall and hereby agrees to indemnify and save the Trustee harmless from and against all claims, losses and damages arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Project by the County, (ii) any breach or default on the part of the County in the performance of any of its obligations under this Agreement, or (iii) any act of negligence of the County or of any of its agents, contractors, servants, employees, or licensees with respect to the Project. Indemnification for any tort mentioned in this Section 6.07 shall be limited to the extent and in the amounts provided for by Oregon law. No indemnification will be made under this Section or elsewhere in this Agreement for willful misconduct, want of reasonable care, or breach of duty under this Agreement by the Trustee, its officers, agents, employees, successors, or assigns. Page 24 - Installment Purchase and Trust Agreement 0094 0075 ARTICLE VII DEFEASANCE Section 7.01. Conditions for Defeasance. (a) If the County deposits cash or Government Obligations irrevocably in escrow for the payment of •Installment Payments, together with irrevocable instructions for the application of the escrow to pay Installment Payments; and (b) The County obtains an opinion from a certified public accountant experienced in giving such opinions that cash and the principal and interest to be received from the Government Obligations are calculated to be sufficient, without further reinvestment, to pay when due all Installment Payment principal, interest and premium (if any), then due; then any money held in accounts hereunder may be transferred to the escrow or the County, the Installment Payments shall be made on behalf of the County solely from the moneys available in escrow, and the County shall have no further obligation to make Installment Payments to the Trustee hereunder. The Trustee shall promptly notify all Certificate Owners of any defeasance hereunder. Section 7.02. Conveyance Upon Defeasance. Upon defeasance pursuant to Section 7.01 hereof, the Trustee shall, if the County so requests, convey title to the Project to a party designated by the County, subject to the County's interest hereunder. Page 25 - Installment Purchase and Trust Agreement 0094 0076 ARTICLE VIII AMENDMENT: ADMINISTRATIVE PROVISIONS Section 8.01. Amendment. This agreement may be amended in writing by agreement between parties: (a) without consent of the Owners, but only to make changes which, in the reasonable judgment of the County and Trustee, are not prejudicial to the interests of the Owners; or (b) with the consent of the Owners of Certificates representing two - thirds of the unpaid principal amount of Installment Payments, to make any other change. Section 8.02. Recording and Filing. This Agreement shall be recorded in the real property records of the County, and shall constitute a lien on the Project for the amounts due hereunder. The Trustee shall be responsible for the recording and filing of financing statements (or continuation statements in connection therewith) if any, or of any supplemental instruments or documents of further assurance as may be required by law to perfect the security interests created by this Agreement, which must.be filed after delivery of this Agreement. Section 8.03. Trustee to Keep Records. The Trustee shall keep a copy of this Agreement and books and records of all moneys received and disbursed under this Agreement, which shall be available for inspection by the County, and the Owners at any time during regular business hours. Section 8.04. Notices. All written notices to be given under this Agreement shall be given by mail to the party entitled thereto at its address set forth below, or at such address as the party may provide to the other parties in writing from time to time. If to the County: Chairman Board of County Commissioners c/o Deschutes County Deschutes County Courthouse Bend, Oregon 97701 If to the Trustee: The Oregon Bank Corporate Trust Department 1001 S.W. Fifth Third Floor Portland, Oregon 97204 Page 26 - Installment Purchase and Trust Agreement 0094 0077 Section 8.05. Oregon Law. This Agreement shall be construed and governed in accordance with the laws of the State of Oregon. Section 8.06. Severability. Any provision of this Agreement found to be prohibited by law shall be ineffective only to the extent of such prohibition, and shall not invalidate the remainder of this Agreement. Section 8.07. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Section 8.08. Headings. Headings preceding the text of the several Articles and Sections hereof, and the table of contents, are solely for convenience or reference and shall not constitute a part of this Agreement or affect its meaning, construction or effect. Section 8.09. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed anc. attested this Agreement by their officers thereunto duly authorized as of the date and year first written above. DESCHUTES COUNTY By: Dick Maudlin, Chairman Board of County Commissioners By: County Commissioner Tom Throop By: County Commissioner Lois Bristow Prante SECURITY PACIFIC OREGON BANK, as Trustee By: Vice President Page 27 - Installment Purchase and Trust Agreement STATE OF OREGON County of Deschutes ) ) ss. GO A 0078 The foregoing instrument was acknowledged before me this day of November, 1988, by Notary Public for Oregon My Commission Expires: STATE OF OREGON ) ss. County of Deschutes ) The foregoing instrument was acknowledged before me this day of November, 1988, by STATE OF OREGON County of Deschutes ) Notary Public for Oregon My Commission Expires: ) ss. The foregoing instrument was acknowledged before me this day of November, 1988, by STATE OF OREGON County of Multnomah ) Notary Public for Oregon My Commission Expires: ) ss. The foregoing instrument was acknowledged before me this day of October, 1988, by Notary Public for Oregon My Commission Expires: Page 28 - Installment Purchase and Trust Agreement . . 0094E 0079 EXHIBIT A [Real property and project description] Page 29 - Installment Purchase and Trust Agreement 0004 0080 EXHIBIT B DESCHUTES COUNTY, OREGON CERTIFICATE OF PARTICIPATION FINAL DEBT SERVICE DEBT SERVICE SCHEDULE INSTALLMENT DATE PRINCIPAL RATE INTEREST TOTAL DATED WITH DELIVERY OF 88 BOND YEARS AVERAGE COUPON AVERAGE LIFE NIC% % USING *CALCULATED ON A 30 DAY, 360 DAY YEAR BASIS Page 30 - Installment Purchase and Trust Agreement Number R- EXHIBIT C FORM OF CERTIFICATE OF PARTICIPATION 0094 0081 CERTIFICATE OF PARTICIPATION, SERIES 1988 (DESCHUTES COUNTY, OREGON) Evidencing a Proportionate Interest of the Owner in Installment Payments due under an Installment Purchase and Trust Agreement between DESCHUTES COUNTY, OREGON and SECURITY PACIFIC BANK OREGON, AS TRUSTEE DATE OF ORIGINAL ISSUE INTEREST RATE MATURITY DATE CUSIP THIS CERTIFICATE EVIDENCES THAT: is the Owner of an undivided, proportionate interest in certain Installment Payments due under that certain Installment Purchase and Trust Agreement dated as of , 1988 (the "Agreement "), between Deschutes County, Oregon, a political subdivision of the State of Oregon (the "County "), and The Oregon Bank, as Trustee for the Owner, and is entitled to receive the principal amount of DOLLARS from the principal component of the Installment Payment due from the County on the Maturity Date shown above (the "Principal "), together with a proportionate share of the interest components of the Installment Payments which are allocable to the Principal. The Agreement requires the County to pay interest on the Principal on November and May 1 of each year commencing May 1, 1989, at the annual Interest Rate indicated above. All amounts payable hereunder are payable in lawful money of the United States of America, which at the time of Page 31 - Installment Purchase and Trust Agreement 0094 0082 payment is legal tender for the payment of public and private debts. The principal is payable on surrender of this Certificate at the principal office of the Trustee at which it conducts corporate trust business in Portland, Oregon (the "Principal Office "). Interest payable under this Certificate is payable by check or draft mailed on the payment date by the Trustee to the registered Owner of this Certificate as shown on the 15th day of the preceding month in the Certificate Register maintained by the Trustee. The Certificates represent an undivided, proportionate interest in, and are secured by, the Installment Payments due from the County under the Agreement payable from Pledged Revenues of the County. The County may utilize general fund monies to make Installment Payments. Installment Payments made from sources other than Pledged Revenues are subject to annual appropriation, as provided in the Agreement. The Agreement is additionally secured by a lien on certain property, as provided in the Agreement. The Agreement is not a general obligation of the County, and the unlimited taxing power of the County is not pledged thereto. ADDITIONAL PROVISIONS OF THIS CERTIFICATE APPEAR ON THE REVERSE SIDE HEREOF; SUCH PROVISIONS HAVE THE SAME EFFECT AS IF THEY WERE PRINTED HEREIN. THIS CERTIFICATE SHALL NOT BE VALID UNLESS PROPERLY AUTHENTICATED BY THE TRUSTEE IN THE SPACE INDICATED BELOW. CERTIFICATE OF AUTHENTICATION This is one of the Certificates of Participation in the Installment Payments due under the Agreement described herein, and is properly registered and authenticated pursuant to the Agreement. Date of Authentication: as Trustee By: Authorized Officer Page 32 - Installment Purchase and Trust Agree:lent 0004 0083 Copies of the Agreement are on file at the office of the County Clerk of Deschutes County and at the Principal Office of the Corporate Trust Department of The Oregon Bank. Reference to the Agreement and any and all amendments thereto is made for a description of the covenants of the County securing the Installment Payments, the nature, extent and manner of enforcement of such covenants, the rights and remedies of the Owners of the Certificates with respect thereto and the other terms and conditions upon which the Certificates are delivered thereunder. To the extent and in the manner permitted by the terms of the Agreement, the provisions of the Agreement may be amended by the parties thereto with the written consent of the Owners of at least two - thirds in principal amount of the Certificates then outstanding. This Certificate may be exchanged, transferred or replaced only as provided in the Agreement. The Ownership of this Certificate must be registered upon the books of the Trustee as provided in the Agreement. The Trustee may treat the registered Owner hereof as the absolute Owner hereof for all purposes, and the Trustee shall not be affected by any notice to the contrary. The amounts due under the Agreement may be prepaid under the conditions and upon the terms described in the Agreement. The Certificates maturing November , shall be subject to mandatory redemption, by lot, at the principal amount thereof, without premium, plus accrued interest to the date fixed for redemption, in the amounts and on the dates set forth below: Redemption Date (November 1) Principal Amount Certificates optionally redeemed by the District may be credited against the mandatory redemption by lot as determined by the Registar. The Certificates are issuable in the form of fully registered Certificates without coupons in denominations of $5,000 or any integral multiple thereof. THE TRUSTEE HAS NO OBLIGATION OR LIABILITY TO THE CERTIFICATE OWNERS FOR THE PAYMENT OF INTEREST OR PRINCIPAL PORTIONS PERTAINING TO THE CERTIFICATES; THE TRUSTEE'S ONLY OBLIGATIONS ARE TO ADMINISTER, FOR THE BENEFIT OF THE COUNTY AND THE CERTIFICATE OWNERS, THE VARIOUS FUNDS AND ACCOUNTS ESTABLISHED IN THE AGREEMENT. Page 33 - Installment Purchase and Trust Agreement 0094 0084 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto Please insert social security or other identifying number of assignee. The within Certificate and does hereby irrevocably constitute and appoint as attorney, to transfer this Certificate on the books kept for registration thereof with the full power of substitution in the premises. Date: • Note: The signature(s) on this Assignment must correspond with the name(s) as written on the face of the within registered Certificate in every particular without alteration or enlargement or any change whatsoever. Signature Guaranteed (Bank, Trust Company or Firm) (Authorized Officer) The following abbreviations, when used in the inscription on the face of the within Certificate, shall be construed as though they were written out in full according to applicable laws or regulations. Page 34 - Installment Purchase and Trust Agreement 0004 0085 EXHIBIT D FORM OF REQUISITION DESCHUTES COUNTY, OREGON INSTALLMENT PURCHASE AND TRUST AGREEMENT DATED To: The Oregon Bank as Trustee under the Loan and Trust Agreemnt dated as of 1, 1988 between Deschutes County, Oregon and Security Pacific Bank Oregon, as Trustee (the "Agreement "). The undersigned Authorized Officer of Deschutes County delivers the following requisition for payment pursuant to the Agreement as follows: 1. Requisition No. 2. The name and address of the payee is 3. The amount to be paid is $ 4. The purpose for which the obligation to be paid was incurred to 5. The obligations mentioned herein have been properly incurred in or about the acquisition, construction and equipping of the Project and is properly payable from the Proceeds Account maintained under the Agreement. None of the items for which payment is hereby requested has formed the basis for any payment heretofore made for the Proceeds Account. The monies received pursuant hereto shall be promptly applied to the payment or reimbursement of payment of the obligation. 6. No written notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the monies payable under such requisition to any of the persons, firms or corporations named herein has been received, or if any notice of any such lien, attachment or claim has been received, it has been released or discharged or will be released or discharged upon payment of this requisition. Page 35 - Installment Purchase and Trust Agreement 0094 0086 7. If this requisition includes an item for payment for labor or to contractors, builders or materialmen, this certificate constitutes a representation by the County that: (1) that such work was actually performed or such materials, supplies or equipment were actually furnished or installed in or about the construction, reconstruction, renovation and equipping of the Project and (2) either that such materials, supplies or equipment are not subject to any lien or security interest or that such lien or security interest will be released or discharged upon payment of the requisition. 8. Attached hereto are supporting invoices, requisitions or certificates for payment. DESCHUTES COUNTY, OREGON By: Title Page 36 - Installment Purchase and Trust RDRsam149 /36 EXHIBIT C 0094 0087 RECEIVED OCT 2 41988 Deschutes County Counsel Date Honorable Board of Commissioners Deschutes County Address Re: Deschutes County, Oregon $ Certificates of Participation, 1988 Honorable Board of Commissioners: Seattle- Northwest Securities Corporation ("Purchaser ") offers to purchase from Deschutes County, Oregon ("Seller ") all the above - described certificates (the "Certificates "), on the terms and based upon the covenants, representations and warranties set forth below. Appendix A, which is incorporated into this agreement by reference, contains a brief description of the Certificates, including principal amounts, maturities, interest rates, purchase price, and the proposed date and place of delivery and payment (the "Closing "). Other provisions of this agreement are as follows: 1. Prior to the Closing, Seller will' approve a Preliminary Official Statement, and will adopt a resolution authorizing the Certificates (the "Bond Resolution ") in substantially the form attached to this agreement with such changes as are requested by the Seller and its counsel. The Purchaser is authorized by Seller to use these documents and the information contained in them in connection with the public offering of the Certificates and the Final Official Statement in connection with the sale and delivery of the Certificates. 2. Seller, to the best of its knowledge, represents and covenants to the Purchaser that: (a) It has and will have at the Closing the power and authority to enter into and perform this agreement, to adopt the Bond Resolution and to deliver and sell the Certificates to the Purchaser; (b) This agreement and the Certificates do not and will not conflict with, constitute or create a breach or default under any existing law, regulation, order or agreement to which Seller is subject; (c) No governmental approval or authorization other than the Bond Resolution, which has not been obtained, or will not be obtained prior to closing, is required in connection with the sale of the Certificates to the Purchaser. (d) The Preliminary Official Statement with corrections, if any, noted by the Seller and its counsel, as of its date and (except as to matters corrected in the Final Official Statement) as of the Closing, shall be accurate and complete in all material respects as of its date to the knowledge and belief of the officers and employees of the Seller, after due review. 0094 0088 Honorable Board of Commissioners Deschutes County Date Page Two 3. The Purchaser shall have the right to cancel the agreement contained herein to purchase the Certificates by notifying the Seller of its election to do so if, after the execution of' this Contract of Purchase and prior to the Closing: (a) the United States shall have become engaged in hostilities which have resulted in declaration of war or a national emergency, or other national or international calamity or other event shall have occurred or accelerated to such an extent as, in the reasonable opinion of the Purchaser, to have a materially adverse affect on the marketability of the Certificates; or (b) there shall have occurred a general suspension of trading on the New York Stock Exchange; or (c) a general banking moratorium shall have been declared by United States, New York State or Oregon State authorities; (d) legislation shall hereafter be enacted, or actively considered for enact- ment, with an effective date prior to the date of the delivery of the Certificates, or a decision by a court of the United States shall hereafter be rendered, or a ruling or regulation by the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter shall hereafter be made, the effect of which is that (1) the Certificates are not exempt from the registration, qualification or other requirements of the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and then in effect, or (2) The Certificate Resolution is not exempt from the registration, qualification or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect, or (e) a stop order, ruling or regulation by the Securities and Exchange Commis- sion shall hereafter be issued or made, the effect of which is that the issuance, offering or sale of the Certificates, as contemplated herein or in the Final Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect and which, in its reasonable judgment, adversely affects the marketability of the Certificates or the market price thereof. (f) a stop order or regulation by the Corporation Division of the Office of the Oregon Secretary of State shall hereafter be issued or made, the effect of which is that the issuance, offering or sale of the Certificates, as contemplated herein or in the final Official Statement, is in violation of any laws of the State of Oregon and which, in its reasonable judgment, adversely affects the marketability of the Certificates or the market price thereof. 0004 0089 Honorable Board of Commissioners Deschutes County Date Page Three 4. The Purchaser's obligations hereunder are also subject to the following condi- tions: (a) At or prior to the Closing Seller will deliver, make available to the Purchaser, or have adopted: (i) The Certificates, in definitive form and duly executed or a temporary bond as provided; (ii) A certificate from an authorized officer of Seller, in form and sub- stance acceptable to the Seller and the Purchaser, stating that execution of the Certificate shall constitute execution of the Final Official Statement by Seller, that the Final Official Statement attached thereto, to the knowledge and belief of such officers, after due review, does not contain any untrue statement of a material fact or omit any statement or information which is necessary to make the statements therein, in the light of the circumstances under which made, not misleading, and that the representations of the Seller contained in this agreement were true and correct when made and are true and correct as of the Closing; (iii) The approving opinion of Bond Counsel dated the Closing date, in substantially the form attached to this Contract of Purchase; (iv) The following documents executed by authorized officers of the Seller: (a) A certificate, dated the day of the Closing to the effect that no litigation or other proceedings are pending or threatened in any way affecting the issuance, sale or delivery of, or security for, any of the Certificates. (b) Such additional certificates, instruments or opinions or other evidence as the Purchaser may deem reasonably necessary or desirable to evidence the due authorization, execution, authentication and delivery of the Certificates, the truth and accuracy as of the time of the Closing of the representations and warranties, and the conformity of the Certificates, and Bond Resolution with the terms thereof as summarized in the Official Statement, and to cover such other matters as it reasonably requests. (c) A certified copy of the Bond Resolution. 0094 0090 Honorable Board of Commissioners Deschutes County Date Page Four 5. The Seller will pay the cost of preparing, printing and executing the Certificates and the fees and disbursements of Securities Counsel, certificate rating, bond registration, the cost of any qualifications under the securities laws of any state, the cost of printing and distributing the Preliminary and Final Official Statements, its travel and other Seller expenses. The Purchaser will pay the fees and disbursements of Purchaser's counsel, if any, the preparation and filing of blue sky and legal investment surveys where necessary, its travel and other Purchaser's expenses. 6. This agreement is intended to benefit only the parties hereto, and Seller's representations and warranties shall survive any investigation made by or for the Purchaser, delivery and payment for the Certificates, and the termination of this Purchase Contract. Should the Seller fail to satisfy any of the foregoing conditions or covenants, or if the Purchaser's obligations are terminated for any reasons permitted under this agreement, then neither the Purchaser nor the Seller shall have any further obligations under this Purchase Contract, except that any expenses incurred shall be borne in accordance with Section 5. 7. This offer expires on the date, and at the time, set forth on Appendix A. Respectfully submitted, SEATTLE - NORTHWEST SECURITIES CORPORATION By: Scott Clements, Vice President Accepted , 1988 DESCHUTES COUNTY, OREGON Secretary, Board of Commissioners 0094 0091 APPENDIX A DESCRIPTION OF BONDS (a) Purchase Price: $ ($ per $100), plus accrued interest from the dated date of , 1988 to date of Closing. . (b) Denominations: $5,000, or any integral multiple thereof. (c) Form: Fully registered. (d) Interest Payment Dates: 1 and 1, commencing . (e) Maturity Schedule: Certificates shall mature serially on 1 of each year and bear interest as follows: Due Interest Amounts Rates (f) Optional Redemption: Due Interest Amounts Rates (g) Closing Date: With definitive Certificates or a temporary Certificate, on or about , 1988. (h) Offer Expires: 8:00 p.m., , 1988. (i) Bond Counsel: Lindsay, Hart, Neil & Weigler For Information Purposes Only: Net Interest Cost: %.