1994-11974-Resolution No. 94-032 Recorded 3/23/1994REVIEWED
IL
94-11914 LE A COUNSEL
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTRY,
OREGON
04
A Resolution Providing for the
Execution and Delivery of a Lease-
Purchase Agreement and Escrow f i (-1
Deposit Agreement in a Principal
*
Amount of Not More than
$430,000.00, Authorizing the Sale
*
of Certificates of Participation, * X129--04.65
and Related Matters.
RESOLUTION NO. 94-032
to the Conition and
WHEREAS, the Board is authorized urrsuant agreementssttoutfinance
ORS 297.101 to enter into lease pchase
authorized projects; and
WHEREAS, it is in the best in
oantEscrownA reementty to handza
g
negotiation of a Lease -Purchase Agreement, providewhich for
in a
Certificate Purchase Agreement and related docprincipal amount of
the issuance of Certificates of Participation n a P construction,
not more than $430,000.00 to finance acquisition,
reconstruction of County office �se ace
is of as fissuanceined in thnoweathereforese
Agreement (the "Project") and t
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES
COUNTY, OREGON, as follows:
of
Section 1. The Chair of theoaChair"rd d and a"Director") of
Administrative Services (collectively the
the County be authorized to: nt in a principal amount of
a. Negotiate a Lease -Purchase ngreeme
substantially the form attached
not more than $430,000.00
hereto as Exhibit A;
b. Negotiate an Escrow Deposit Agreement, which provides for the
issuance of Certificates of Participation, 1994 Series able
"Certificates") representing the principal amount pay
under the Lease -Purchase Agreement in substantially the form
attached hereto as Exhibit B; and
Certificates to
C. Covenant for the benefiions of the
theers of Internale Revenue Code of
comply with all provisions
1986, as amended, which are required for the interest
component of lease payments payable under the Lease -Purchase
Agreement to be excludedrin thess income for Lease -Purchase dAgreementeral me
tax purposes, as provided
Section 2. The following parties are hereby appointed:
a. Seattle -Northwest Securities Corporation, as senior managing
underwriter;
KEY e w "—Jr—1V, i ;' 14ED
C_
1 - RESOLUTION NO. 94-032 (3/23/94)
0129-0466
b. Preston Thorgrimson Shidler Gates & Ellis, as special
counsel; and
C. First Bank National Association, as escrow agent and paying
agent for the Certificates.
Section 3. The Chair and Director or their authorized
designees, on behalf of the County, may:
a. Participate in the preparation and distribution of a
preliminary official statement or other disclosure document
for financing;
b. Negotiate the terms of a Certificate Purchase Agreement with
the underwriters, establish the final principal amount (not
to exceed $430,000.00), interest rates (at a true interest
cost not to exceed 6.5%), sale prices and other terms of the
Certificates;
c. Execute and deliver the Lease -Purchase Agreement, the Escrow
Agreement and the Certificate Purchase Agreement, with such
changes as the Chair and the County Administrator and their
authorized designees find are in the best interest of the
County; and
d. Execute and deliver any other certificates or documents and
appoint other experts, which are reasonably required to
finance the Project with the Lease -Purchase Agreement, and to
issue, sell and deliver the Certificates in accordance with
this resolution.
DATED this 23rd day of March, 1994.
130PD OF TY CO ISSIONERS
Os DESCHUTES COUN , OfEGON
SPHLANGEN,
3"I'ES TO TH OOP, Co ` sioner
Recording Secretary BARRY H. SLAUGHTER, Commissioner
APPROVED:
Michael A. Maier
Director of Administrative Services
2 - RESOLUTION NO. 94-032 (3/23/94)
EXHIBIT A 0129-0467
LEASE -PURCHASE AGREEMENT
by and between
Deschutes County, Oregon
and
Seattle -Northwest Securities Corporation
Dated as of April 5, 1994
TABLE OF CONTENTS
0129-0468
PAGE
ARTICLE I. DEFINITIONS AND RULES OF CONSTRUCTION...............................................1
Section1.1 Definitions..........................................................................................................1
Section 1.2 Rules of Construction.........................................................................................2
ARTICLE II. FUNDING AND ACCEPTANCE OF PROJECT.....................................................2
ARTICLE III. USE OF THE PROJECT..........................................................................................3
Section 3.1. Enjoyment of Project.........................................................................................3
Section3.2. Inspection..........................................................................................................3
ARTICLE IV. LEASE PURCHASE ..................
Section 4.1 Payment of Purchase Price..
Section 4.2. Appropriated Funds............
Section 4.3 Nonappropriation of Funds.
Section 4.4 Prepayment ..........................
Section 4.5 Title to Project .....................
..........................................................................3
..........................................................................3
..........................................................................3
..........................................................................4
..........................................................................4
..........................................................................4
ARTICLE V. DEFAULT AND BANK'S REMEDIES...................................................................5
Section 5.1 Events of Default Defined..................................................................................5
Section 5.2 Remedies on Default..........................................................................................5
Section 5.3 No Remedy Exclusive........................................................................................6
Section 5.4 Costs and Attorney Fees.....................................................................................6
ARTICLEVI. THE PROJECT.........................................................................................................6
Section 6.1 Assignment and Leasing.....................................................................................6
Section6.2 Possession..........................................................................................................7
Section 6.3 Modifications of the Project...............................................................................7
Section 6.4 Disclaimer of Warranties....................................................................................7
Section 6.5 Vendor's Warranties...........................................................................................8
Section 6.6 Use of the Project...............................................................................................8
Section 6.7 Leases and Rents Assigned as Security..............................................................8
Section 6.8 Lease or Sublease of Project...............................................................................9
ARTICLE VII. REPRESENTATIONS AND COVENANTS.........................................................9
Section 7.1 County to Perform..............................................................................................9
Section 7.2 Notice of Non-Payment......................................................................................9
Section 7.3 Tax Covenants....................................................................................................9
Section 7.4 Covenant to Authorize.......................................................................................10
Section 7.5 Additional Obligations Secured by the Project...................................................10
Section 7.6 Liens, Taxes, Other Governmental Charges and Utility Charges ........................ l l
Section 7.7 County Representations...................................................................................... l l
0129-0469
Section7.8 Insurance............................................................................................................12
Section 7.9 Maintenance and Repair.....................................................................................12
Section 7.10 Conditions Precedent Satisfied.........................................................................13
Section7.11 Advances..........................................................................................................13
Section 7.12 County Indemnification of the Lessor...............................................................13
Section 7.13 Damage Destruction and Condemnation..........................................................13
Section 7.14 Insufficiency of Net Proceeds...........................................................................14
ARTICLE VIII. AMENDMENT: ADM NISTRATIVE PROVISIONS.......................................14
Section8.1 Amendment........................................................................................................14
Section8.2 Notices...............................................................................................................14
Section8.3 Oregon Law.......................................................................................................14
Section8.4 Severability.........................................................................................................15
Section 8.5 Binding on Successors........................................................................................15
Section8.6 Headings.............................................................................................................15
Section 8.7 Execution in Counterparts..................................................................................15
Section 8.8 Statement of Consideration................................................................................15
Section 8.9 Tax Statements...................................................................................................15
Section8.10 Use...................................................................................................................15
0129-04'70
LEASE -PURCHASE AGREEMENT
THIS LEASE -PURCHASE AGREEMENT (the "Agreement") is dated as of
, by and between DESCHUTES COUNTY, OREGON, (the "County" or
"Lessee") and SEATTLE -NORTHWEST SECURITIES CORPORATION, (the "Lessor"). The
County and the Lessor agree as follows:
WITNESSETH
WHEREAS, the (the "Vendor") has this day conveyed certain
real property to the Lessor pursuant to a general warranty deed (the "Deed") in consideration for
$ paid by the Lessor; and
WHEREAS, the County desires, subject to the terms and conditions of and for the purposes
set forth in this Agreement, to (a) purchase said real property (the "Project," as hereinafter described)
from the Bank (b) to be reimbursed for expenditures previously incurred for the purchase of the Project
and (c) to provide for the payment of costs associated with this Agreement; and
WHEREAS, the County is authorized under the Constitution and laws of the State of Oregon
to enter into this Agreement for the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the
parties hereby agree as follows:
ARTICLE I. DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.1 Definitions.
The following terms shall have the meanings given to them in this section, unless the context
clearly requires a different interpretation.
Agreement. The term "Agreement" means this Lease -Purchase Agreement.
Authorized Officer. The term "Authorized Officer" means the Chair of the Board of
Commissioners of the County, or anyone designated by the Board of Commissioners to serve as an
Authorized Officer hereunder.
Closine. The term "Closing" shall mean April 5, 1994 which date shall be the date when the
term of this Agreement and Lessee's obligation to make payments pursuant to this Agreement
commences, which date shall be the date that the Lessor deposits $ with the Bend Title
Company and $ with the County as consideration for the conveyance of the Project to the
Lessor.
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0129-04'71
Code. The term "Code" means the Internal Revenue Code of 1986, as amended or
supplemented from time to time, including any regulations promulgated thereunder and any
administrative or judicial interpretations thereof.
Exempt Person. The term "Exempt Person" means either (i) a state or political subdivision
thereof within the meaning of Section 103(c)(1) of the Code or (ii) an organization described in Section
501(c)(3) of the Code that is exempt from federal income tax under Section 501(a) of the Code and
that is not a private foundation within the meaning of Section 509(a) of the Code.
Lease Payments. The term "Lease Payments" means the combined payments of principal and
interest which the County is obligated to pay pursuant to Section 4.1 hereof, and which are described
in attached Exhibit B.
Payment Dates. The term "Payment Dates" refers do the dates on which Lease Payments are
due, as indicated in the attached Exhibit B.
Paving Agent. The term means First Bank National Association or its successors, as paying
agent under the Escrow Agreement.
Project. The term "Project" means the property described in the attached Exhibit A.
Purchase Price. The term "Purchase Price" means the sum of $360,000 which is the price to
be paid by the Lessor to purchase the Project from the funds loaned by the Lessor to the County
pursuant to this Agreement.
Vendor. The term "Vendor" means the
Oregon.
Section 1.2 Rules of Construction.
located in Bend,
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.
ARTICLE II. FUNDING AND ACCEPTANCE OF PROJECT
On the Closing, the Lessor shall (a) deposit with Bend Title Company, as escrow agent, the
sum of $ as consideration, together with other funds previously deposited with Bend
Title Company by the County, for the conveyance of the Project by the Vendor to the Lessor pursuant
to the Deed and (b) pay $ to the County to reimburse the County for the earnest money
previously deposited with Bend Title Company by the County and to pay for other costs of the County
relating to the transactions described in this Agreement. To the extent moneys deposited by the Lessor
as described in the preceding sentence shall be insufficient for the Lessor to acquire the Project from
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the Vendor, the County covenants to complete such acquisition with its own funds. The Lessor
accepts the Project and evidences said acceptance by executing and delivering this Agreement. The
Lessor's obligation hereunder is conditioned on the receipt by the Lessor of a Deed in a form
acceptable to the Lessor and an owners title insurance policy acceptable to the Lessor in an amount
equal to not less than $
The Lessor acknowledges that County intends to make improvements to the Project and the
County shall be solely responsible for making such improvements. The County agrees that the Lessor
shall not be required to pay for any such improvements and acknowledges that such improvements
shall become a part of the Project to the extent that the improvements become fixed to the Project and
cannot be removed without damage to the Project.
ARTICLE III. USE OF THE PROJECT
Section 3.1. Eniovment of Proiect.
The Lessor shall provide the County during the term of this Agreement with quiet use and
enjoyment of the Project, and the County shall during the term of this Agreement peaceably and quietly
have, hold and enjoy the Project, without suit, trouble or hindrance from the Lessor, except as
expressly set forth in this Agreement.
Section 3.2. Inspection.
The Lessor shall have the right at all reasonable times during business hours to enter into and
upon the Project for the purpose of inspecting the Project.
ARTICLE IV. LEASE PURCHASE
Section 4.1 Pavment of Purchase Price.
The Lessor agrees to pay the Purchase Price to the Vendor and the County agrees to pay the
Lease Payments as provided herein. The principal components of the Lease Payments shall be paid
in the amounts and on the dates shown in Exhibit B. Each unpaid principal component shall bear
interest at the rate indicated in Exhibit B. Interest shall be paid semi-annually on the Payment Dates.
The County shall pay the Lease Payments on the Payment Dates, without notice or demand,
unless otherwise expressly provided herein. The obligation to make Lease Payments shall not be
reduced because of damage, destruction, condemnation or deterioration of the Project.
The County shall pay the Lessor a charge on any Lease Payments that are not paid within 10
days after such payments are due, at the rate of 12 percent per annum or the maximum amount
permitted by law, whichever is less.
Section 4.2. Appropriated Funds.
To the extent that the Net Operating Revenues are not sufficient to make Lease Payments, the
obligation of the County to make the Lease Payments is subject to annual appropriation. The
M
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obligation of the County to make Lease Payments is not secured by the unlimited taxing power of the
County, and is not a general obligation of the County, but is secured solely as provided in this Article
IV. To the extent that funds are appropriated to make Lease Payments in a given fiscal year , the faith
and credit of the County are pledged to the payment of the Lease Payments for such fiscal year.
Section 4.3 Nonappropriation of Funds.
The County, by entering into this Agreement, acknowledges its current intention to make all
Lease Payments due hereunder on the Payment Dates. In the event the County's governing body fails
to appropriate sufficient funds, taking into account the Net Operating Revenues of the Project, to fully
fund all of County's legal obligations to make Lease Payments hereunder for any future fiscal period,
then the County will immediately notify the Lessor or its assignee of such occurrence and the Lessor
may exercise such remedies as presented by Article V of this Agreement.
The County agrees (i) that County staff will, for each fiscal year in which Lease 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, taking into account
the projected Net Operating Revenues, to allow County to make all Lease Payments due in that fiscal
period; (ii) that, to the extent funds are legally available therefore, it will make all Lease Payments; and
(iii) that it will not cancel this Agreement under the provisions of this Section 4.4 if sufficient funds are
appropriated and budgeted to it, or by it, for the acquisition, retention or operation of the Project.
Section 4.4 Prepayment.
The County may prepay the Purchase Price in its entirety, or in part without penalty, at any
time upon payment by the County to the Lessor of the principal amount of the Purchase Price to be
prepaid, plus the interest to accrue on such amount to the date of payment. Prepayments shall be
applied first to accrued interest on the portion of the Purchase Price to be prepaid and then to the
principal Leases shown on Exhibit B in inverse order of their maturity. In the event that any amounts
are prepaid pursuant to this Section 4.5, Exhibit `B" attached hereto will be recalculated to reflect such
prepayment.
Section 4.5 Title to Proiect.
Title to the Project shall remain with the Escrow Agent throughout the term of this Agreement.
After the County has repaid the Purchase Price and all other amounts due hereunder and has
performed all other terms, conditions and provisions hereof, the Escrow Agent shall promptly deliver
to the County a good and sufficient bargain and sale deed conveying the Project free and clear of all
liens and encumbrances, excepting those placed upon the Project or suffered by the County subsequent
to the Closing, and excepting such liens and encumbrances (other than any liens or encumbrances
resulting from the existence of this Agreement) shown on the owners title policy provided to the
Escrow Agent on the Closing.
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ARTICLE V. DEFAULT AND BANK'S REMEDIES 0129-0474
Section 5.1 Events of Default Defined.
The occurrence of one or more of the following events shall constitute an "Event of Default"
under this Agreement, whether occurring voluntarily or involuntarily, by operation of law or pursuant
to any order of any court or governmental agency:
a. The County's failure to make any Lease Payment or other payment
appropriated to be paid hereunder at the time specified herein;
b. 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 Lessor unless the Lessor shall agree in writing to an extension of such time
prior to its expiration; provided that, if the failure stated in the notice cannot be corrected
within the applicable period, the Lessor will not unreasonably withhold its consent to an
extension of such time if corrective action is instituted by the County within the applicable
period and diligently pursued until the default is corrected;
C. Any statement, covenant, representation or warranty made by the County in or
pursuant to this Agreement or its execution, delivery or performance, shall prove to have been
false, incorrect, misleading or breached in any material respect on the date when made;
d. The County shall (i) apply for or consent to the appointment of a receiver,
trustee, custodian or liquidator of the County, or of all or a substantial part of the assets of the
County, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they
become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for
relief entered against it under applicable federal Bankruptcy law, or (v) file a voluntary petition
in Bankruptcy or a petition or an answer seeking reorganization or an arrangement with
creditors or taking advantage of any insolvency law or any answer admitting the material
allegations of a petition filed against the County in any Bankruptcy, reorganization or
insolvency proceeding; or
e. An order, judgment or decree shall be entered by any court of competent
jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of the
County or of all or a substantial part of the assets of the County, in each case without its
application, approval or consent, and such order, judgment or decree shall continue unstayed
and in effect for any period of 30 consecutive days.
Section 5.2 Remedies on Default.
Whenever any Event of Default exists, the Lessor shall have the right, at its sole option to take
one or any combination of the following remedial steps:
a. By written notice to the County, the Lessor may declare all Lease Payments
and other amounts payable during the then current fiscal year by the County hereunder to be
due, including without limitation delinquent Lease Payments from prior budget years.
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b. Foreclose this Agreement by suit in equity; provided that no deficiency shall be
allowed against the County.
C. The Lessor may take whatever action at law or in equity necessary or desirable
to enforce its rights in the Project and under this Agreement; provided that no deficiency shall
be allowed against the County.
Any surplus proceeds in excess of the cost of exercising the remedies described above and
providing for the payment to the Lessor of all principal and interest and any penalties due hereunder
shall be paid to the County.
In no event shall the Lessor be entitled to enforce any remedy which would cause this
Agreement to constitute a "debt or liability" within the meaning of Article XI, Section 10 of the
Constitution of the State of Oregon.
Section 5.3 No Remedy Exclusive.
No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive and
every such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right or power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the Lessor to exercise any remedy reserved to it in this Article it
shall not be necessary to give any notice, other than such notice as may be required in this Article.
Section 5.4 Costs and Attorney Fees.
In the event of default by the County of any term of this Agreement, the County agrees to pay
and reimburse the Lessor, in addition to all other amounts due hereunder, all of the Lessor's costs of
collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Any such
costs shall be immediately due and payable upon written notice and demand given to the County, shall
be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the
maximum amount permitted by law, whichever is less.
In the event suit or action is instituted to enforce any of the terms of this Agreement, the pre-
vailing party shall be entitled to recover from the other party such sum as the court may adjudge
reasonable as attorneys' fees at trial or on appeal of such suit or action, in addition to all other sums
provided by law.
ARTICLE VI. THE PROJECT
Section 6.1 Assignment and Leasing.
a. Except as specifically provided herein, the County shall not assign, lease,
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 Lessor. The County
may lease or allow the sublease of the Project to an Exempt Person without the prior consent
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of the Lessor. Prior to any lease of the Project to any person other than an Exempt Person, the
County shall obtain the written consent of the Lessor and an opinion of nationally recognized
bond counsel satisfactory to the Lessor to the effect that such lease will not adversely effect the
exclusion of the interest component of Lease Payments from gross income for federal income
tax laws. The County shall provide any lessee or sublessee a copy of this Agreement prior to
entering into any such lease or sublease.
b. The Lessor may assign or sell its interest in this Agreement without the consent
of the County. The Lessor shall provide the County with written notifications of such
assignment or sale prior to such sale or assignment taking effect. The County agrees to
maintain such records as are necessary to comply with Section 149(a) of the Code (relating to
the registration requirement for tax-exempt obligations)
Section 6.2 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 be borne by the County.
Section 6.3 Modifications of the Project.
a. The County may add to or improve the Project if:
(1) The additions or improvements do not reduce the value of the
Project and the improvements or additions become part of the Project; or
(2) The Lessor consents in writing to such additions or improvements.
b. The County may remove portions of the Project which are worn out, obsolete
or unserviceable if:
(1) The County replaces the removed property with property which
performs the functions of the removed property; or
(2) Any proceeds from the sale of the removed property are deposited with
the Lessor and used to prepay amounts due hereunder pursuant to Section 4.5 of this
Agreement on the earliest possible date; or
(3) The value of the removed property does not exceed $25,000 in
aggregate during the term of this Agreement.
Section 6.4 Disclaimer of Warranties.
THE COUNTY ACCEPTS THE LAND, BUILDINGS, IMPROVEMENTS, IF ANY, AND
ALL OTHER ASPECTS OF THE PROJECT IN THEIR PRESENT CONDITION, AS IS,
INCLUDING LATENT DEFECTS. THE LESSOR MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN,
CONDITION, MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR
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FITNESS FOR USE OF THE PROJECT, OR WARRANTY WITH RESPECT THERETO. In no
event shall the Lessor be liable for any incidental, indirect, special or consequential damage in
connection with or arising out of this Agreement or the existence, furnishing, functioning or the
County's use of any item, product or service provided for in this Agreement.
The County agrees that it has ascertained, from sources other than the Lessor, the applicable
zoning, building, housing and other regulatory ordinances and laws and that he accepts the Project with
full awareness of these ordinances and laws as they may affect the present use or any intended future
use of the Project, and the Lessor has made no representations in this respect. The County certifies
that this Agreement is accepted and executed on the basis of its own examination and personal
knowledge of the Project and opinion of the value thereof, that no attempts have been made to
influence its judgment, and that no representations as to the feasibility of refinancing this Project to
meet the County's obligations has been made by the Lessor or any agent of the Lessor.
Section 6.5 Vendor's Warranties.
The Lessor hereby irrevocably appoints the Lessor its agent and attorney-in-fact during the
term of this Agreement, so long as the County shall not be in default hereunder, to assert from time to
time whatever claims and rights (including without limitation warranties) related to the Project that the
Lessor may have against the Vendor. The County's sole remedy for the breach of such warranty,
indemnification or representation shall be against the Vendor of the Project, and not against the Lessor,
nor shall such matter have any effect whatsoever on the rights and obligations of the Lessor with
respect to this Agreement, including the right to receive full and timely payments hereunder. The
County expressly acknowledgds that the Lessor makes, and has made, no representations or warranties
whatsoever as to the existence or the availability of such warranties of the Vendor of the Project.
Section 6.6 Use of the Project.
The County will not install, use, operate or maintain the Project improperly, carelessly, in
violation of any applicable law or in a manner contrary to that contemplated by this Agreement. The
County shall provide all permits and licenses, if any, necessary for the installation and operation of the
Project. In addition, the County agrees to comply in all respects with all laws of the jurisdiction in
which its operations involving any item of Project may extend and any legislative, executive,
administrative or judicial body exercising any power or jurisdiction over the items of the Project;
provided that the County may contest in good faith the validity or application of any such law or rule in
any reasonable manner that does not, in the opinion of the Lessor, adversely affect the interest of the
Lessor in and to the Project or its interest or rights under this Agreement.
Section 6.7 Leases and Rents Assigned as Security.
As further security for payment of all indebtedness and performance of all obligations,
covenants and agreements secured hereby, the County assigns to the Lessor all leases already in
existence and to be created in the future, together with all rents to become due under existing and
future leases. This assignment, however, shall be operative only in the event of the occurrence of an
Event of Default hereunder, remaining uncured at the expiration of the grace period, if any, for -the
Event of Default. In any such case the County confers on the Lessor the exclusive power, to be used
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or not in its sole discretion, to act as agent, or to appoint a third person to act as agent for the County,
with power to take possession of, and collect all rents arising from the Project and apply such rents, at
the option of the Lessor, to the payments of the Lease Payments, taxes, costs of maintenance, repairs,
expenses incident to managing and other expenses, in such order of priority as the Lessor may in its
sole discretion determine, and to turn any balance remaining over to the County. The Lessor shall be
liable to account only for rents and profits actually received by the Lessor. In exercising any of its
powers contained in this paragraph, the Lessor may also take possession of, and for these purposes
use, any and all personal property contained in or on the Project and used by the County in the rental or
leasing thereof or any part thereof.
Section 6.8 Lease or Sublease of Project.
In the case of an Event of Default (as such term is defined in Section 5.1 of the Agreement),
the provisions of any lease or sublease of the Project either may be enforced by the Lessor or such lease
or sublease may be terminated by the Lessor, at the Lessor's option. Each lease agreement or sublease
agreement with respect to the Project shall include a provision that subjects such lease or sublease to
the provisions of this Section 6.8.
ARTICLE VII. REPRESENTATIONS AND COVENANTS
Section 7.1 County to Perform.
The County covenants and agrees with the Lessor and its assignees to perform all obligations
and duties imposed on it under this Agreement.
Section 7.2 Notice ofNon-Payment•
In the event of delinquency in the payment of any amounts due from the County hereunder, the
Lessor shall, on the date upon which such delinquency occurs, immediately give written notice of the
delinquency and the amount thereof to the County.
Section 7.3 Tax Covenants.
The County agrees that it will not knowingly take any affirmative action or omit to take any
action, which action or omission will adversely affect any exclusion from gross income for federal
income tax purposes of interest paid pursuant to this Agreement and, in the event of such action or
omission, it will, promptly upon having such brought to its attention, take such reasonable actions
based upon advice of counsel and, in all cases at the sole expense of the County, as may rescind or
otherwise negate such action or omission. With the intent not to limit the generality of the foregoing,
the County covenants and agrees that prior to the date on which the Lease Payments are paid in full:
a. The County will comply with, and make all filings required by, all effective
rules, rulings or regulations promulgated by the Department of the Treasury or the Internal
Revenue Service with respect to obligations described in Sections 103 and 145 of the Code;
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b. Except as otherwise provided in the Tax Certificate executed by the County on
the date hereof, the Project will not be owned, operated, occupied or managed by any person
other than an Exempt Person;
C. The County will not use or cause any portion of the Project to be used in a
manner that will cause its obligation under this Agreement to be a "private activity bond"
(other than a qualified 501(c)(3) bond) within the meaning of Sections 141 and 145 of the
Code;
d. The County will not cause its obligation under this Agreement to be treated as
a "federally guaranteed" obligation for purposes of Section 149(b) of the code, as may be
modified in any applicable rules, rulings, policies, procedures, regulations or other official
statements promulgated or proposed by the Department of the Treasury or the Internal
Revenue Service with respect to "federally guaranteed" obligations described in Section 149(b)
of the Code. For purposes of this paragraph, obligating shall be treated as "federally
guaranteed" if. (i) all or any portion of the principal or interest is or will be guaranteed directly
or indirectly by the United States of America or any agency or instrumentality thereof, or
(ii) 5% or more of the proceeds will be (A) used in making loans the payment of principal or
interest with respect to which is to be guaranteed in whole or in part by the United States of
America or any agency or instrumentality thereof, or (B) invested directly or indirectly in
federally insured deposits or accounts, and (iii) none of the exceptions described in Section
149(b)(3) of the Code apply;
e. The County agrees to rebate all amounts required to be rebated to the United
States of America pursuant to Section 148(0 of the Code;
f. The County will not use or invest any funds in a manner that will cause its
obligation hereunder to be an "arbitrage bond" within the meaning of Section 148 of the Code
or that is inconsistent with the provisions of Section 149(d) of the Code;
g. The County designates its obligation under this Agreement as a "qualified tax
exempt obligation" pursuant to Section 265(b)(3) of the Code and anticipates the sale of
tax-exempt obligations in the aggregate amount of less than $10,000,000 in the 1994 calendar
year.
Section 7.4 Covenant to Authorize.
The County will comply with all applicable laws relating to levying and collecting taxes, the
Net Operating Revenues and other revenues, and budgeting and appropriating moneys for the Lease
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 7.5 Additional Obligations Secured b, the e Project.
The County shall not issue obligations secured by the Project which have a lien on the Project
superior to or on a parity with this Agreement. The County may issue obligations secured by the
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Project which have a lien on the Project which is subordinate to this Agreement only if the obligations
are issued to finance modifications to the Project and if the Lessor consents to the issuance of such
obligations (which consent shall not be unreasonably withheld).
Section 7.6 Liens, Taxes, Other Governmental Charges and Utility Charges.
The County shall keep the Project free of all levies, liens and encumbrances except those
created by this Agreement. The parties to this Agreement contemplate that the Project will be used for
a governmental or proprietary purpose of the County and, therefore, that the Project will be exempt
from all property taxes. The Lease Payments reflect this exemption from property taxation. The
County will take such actions necessary under ORS 307.112 to obtain said exemption. Nevertheless, if
the use, possession or acquisition of the Project is determined to be subject to taxation, the County
shall pay when due all taxes and governmental charges lawfully assessed or levied against or with
respect to the Project. The County shall pay all gas, water, steam, electricity, heat, power, telephone,
utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the
Project. The County shall pay such taxes or charges as the same may become due; provided that, with
respect to any such taxes or charges that may lawfully be paid in Leases over a period of years, the
County shall be obligated to pay only such Leases as accrue during the then current fiscal year.
Section 7.7 County Representations.
The County represents as follows:
a. The County is a political subdivision of the State of Oregon, and is authorized
by ORS 279.101(2) 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, have been or will be, complied with in a timely
manner. The County has complied with such public bidding requirements as may be applicable
to this Agreement.
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.
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.
d. The County will annually provide Lessor with current financial statements,
budgets, proof of appropriation for the ensuing budget year and such other financial
information relating to the ability of County to continue this Agreement as may be requested by
Lessor.
e. The County warrants and represents that the liens and encumbrances presently
existing on the Project do not, and in the event of exercise by any party with rights therein will
not, affect the County's use and enjoyment of the Project as anticipated under this Agreement.
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f. The County represents and warrants to the Lessor that the County's use of the
Project has been and will be in full compliance with all federal, state and local statutes,
ordinances, rules, regulations and other laws pertaining to Hazardous Substances (as
hereinafter defined). The County agrees to hold harmless, indemnify and defend the Lessor
from and against any claim, demand, penalty, fee, lien, damage, loss, expense or liability
resulting from (i) any breach of the representations or warranties made by it in this paragraph
7.7(o, including attorney's fees and costs of, or in preparation for, any trial or appeal review;
and (ii) the cleanup of Hazardous Substances from the Project or any other properties resulting
from any activities on the Project, which directly or indirectly result in the Project or any other
property being contaminated with Hazardous Substances. As used herein, the term
"Hazardous Substance" shall mean any hazardous, toxic or dangerous substance, waste or
material that is or may become regulated under any federal, state or local statute, ordinance,
rule, regulation or other law now or hereafter in effect pertaining to environmental protection,
contamination or cleanup, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act (42 U.S.0 §§ 9601 et. seq.), the Resource
Conservation and Recovery Act (42 U.S.C. §§ 6901 et. seq.), the Federal Water Pollution
Control Act (33 U.S.C. §§ 1257 et. seq.) and the Clean Air Act (42 U.S.C. §§ 2001 et. seq.).
Section 7.8 Insurance.
At its own expense, the County shall maintain (i) casualty insurance insuring the Project against
loss or damage by fire and all other risks covered by the standard extended coverage endorsement then
in use in the State of Oregon and any other risks reasonably required by the Lessor in an amount equal
to at least the Purchase Price and, (ii) liability insurance that protects the Lessor from liability in all
events in an amount satisfactory to the Lessor, and (iii) worker's compensation insurance covering all-
employees
llemployees working on, in, near or about the Project; provided that, with the Lessor's prior written
consent, the County may self -insure against such risks. All insurance proceeds from casualty losses
shall be payable as hereinafter provided in this Agreement. the County shall furnish to the Lessor
certificates evidencing such coverage until all amounts due to the Lessor pursuant to this Agreement
have been paid.
All such insurance shall be with insurers that are authorized to issue such insurance in the State
of Oregon, shall name the County and the Lessor as insureds and shall contain a provision to the effect
that such insurance shall not be cancelled or modified materially and adversely to the interest of the
Lessor without first giving written notice thereof to the Lessor at least ten (10) days in advance of such
cancellation or modification. All such casualty insurance shall contain a provision making any losses
payable to the County and the Lessor as their respective interests may appear.
Section 7.9 Maintenance and Reoair.
At its own cost and expense, the County shall service, repair and maintain the Project in good
condition, repair, appearance and working order the Lessor shall have no responsibility to maintain,
repair or make improvements or additions to. the Project. Should the County fail to maintain, preserve
and keep the Project in good repair and working order and if requested by the Lessor, the County will
enter into maintenance contracts for the Project in form approved by the Lessor and with approved
providers.
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Section 7. 10 Conditions Precedent Satisfied. 0129-0482
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.
Section 7.11 Advances.
In the event the County shall fail to either maintain the insurance required by this Agreement or
keep the Project in good repair and working order, the Lessor may, but shall be under no obligation to,
purchase the required insurance and pay the cost of the premiums thereof and maintain and repair the
Project and pay the cost thereof. All amounts so advanced by the Lessor shall be added to the
Purchase Price and shall be due and payable on the next rental payment date and the County covenants
and agrees to pay such amounts so advanced by the Lessor with interest thereon from the date such
amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by
law, whichever is less.
Section 7.12 County Indemnification of the Lessor.
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 Lessor 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 7.12 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 Lessor, its officers, agents, employees, successors, or assigns.
Section 7.13 Damage Destruction and Condemnation.
If (a) the Project or any portion thereof is destroyed, in whole or in part, or is damaged by fire
or other casualty or (b) title to, or the temporary use of, the Project or any part thereof shall be taken
under the exercise or threat of the power of eminent domain by any governmental body or by any
person, firm or corporation acting pursuant to governmental authority, the County and the Lessor will
cause the Net Proceeds of any insurance claim, condemnation award or sale under threat of
condemnation to be applied to the prompt replacement, repair, restoration, modification or
improvement of the Project, unless Lessee shall have exercised its option to purchase the Property by
making payment of the Purchase Price as provided herein. Any balance of the Net Proceeds remaining
after such work has been completed shall be paid to the County.
For purposes of this Section 7.13 and Section 7.14 hereof, the term "Net Proceeds" shall mean
the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale
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0129-0483
under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the
collection thereof.
Section 7.14 Insufficiency of Net Proceeds.
If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification
or improvement referred to in Section 7.13, the County shall either (a) complete such replacement,
repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of
the Net Proceeds and, if the County shall make any payments pursuant to this Section, the County shall
not be entitled to any reimbursement therefor from the Lessor nor shall the County be entitled to any
diminution of the amounts payable under Article IV, or (b) paying all amounts due hereunder. The
amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or
improvement or after paying all amounts due hereunder may be retained by the County.
ARTICLE VIII. AMENDMENT: ADMINISTRATIVE PROVISIONS
Section 8.1 Amendment.
This Agreement may not be amended, modified, altered, or changed in any respect whatsoever,
except by a further agreement in writing duly executed by the County and the Lessor.
Section 8.2 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:
Director of Administrative Services
Deschutes County Courthouse
1164 N.W. Bond
Bend, Oregon 97701
If to Seattle -Northwest Securities Corporation:
Seattle -Northwest Securities Corporation
1000 S.W. Broadway, Suite 1800
Portland, OR 97205
Section 8.3 Oregon Law.
This Agreement shall be construed and governed in accordance with the laws of the State of
Oregon.
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Section 8.4 Severability. 0129-0484
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 8.5 Binding on Successors.
This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.
Section 8.6 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, constriction or effect.
Section 8.7 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.
Section 8.8 Statement of Consideration.
The true and actual consideration for this transfer is $300,000.
Section 8.9 Tax Statements.
Until a change is requested, all tax statements shall be sent to the following address:
Deschutes County
Deschutes County Courthouse
1130 N.W. Hamman
Bend, Oregon 97701
Section 8.10 Use
THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE
CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES.
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0129-0485
IN WITNESS WHEREOF, the parties have executed and attested this Agreement by their
officers thereunto duly authorized as of the date and year first written above.
Page 16 - Lease -Purchase Agreement
DESCHUTES COUNTY, as Lessee
SEATTLE -NORTHWEST SECURITIES
CORPORATION, as Lessor
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0129-0486
STATE OF OREGON )
ss.
County of Deschutes )
The foregoing instrument was acknowledged by Tom Throop before me this _ day of
11994.
Notary Public for Oregon
My Commission Expires:
STATE OF OREGON )
) ss.
County of Deschutes )
The foregoing instrument was acknowledged by Lois Bristow Prante before me this _ day of
1994.
Notary Public for Oregon
My Commission Expires:
STATE OF OREGON )
) ss.
County of Multnomah )
The foregoing instrument was acknowledged by ,
of United States National Lessor of Oregon before me this _ day of
11994.
Notary Public for Oregon
My Commission Expires:
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EXHIBIT A
[Property Description]
0129-048'7
0129-0488
EXHIBIT B
DESCHUTES COUNTY LEASE -PURCHASE AGREEMENT
EXHIBIT B 0129-0489
ESCROW DEPOSIT AGREEMENT
by and between
First Bank National Association, as Escrow Agent
Seattle -Northwest Securities Corporation, as Lessor
and
Deschutes County, as Lessee
Dated as of April 5, 1994
ESCROW AGREEMENT 0129-0490
This Escrow Agreement is dated April 5, 1994 and is entered into among First
Bank National Association, as Escrow Agent, Seattle -Northwest Securities Corporation, as
Lessor, and Deschutes County, Oregon, as Lessee. In consideration of the mutual covenants
contained herein, the parties agree as follows:
ARTICLE 1. Definitions and Recitals
Section 1.1. Definitions.
(a) The capitalized terms which are used in this Escrow Agreement, but not
defined herein, shall have the meanings defined for such terms in the Lease Purchase Agreement
which is dated , 1994 between the Lessor and the Lessee.
(b) The following capitalized terms shall have the following meanings, unless
the context clearly requires otherwise:
"Lease Payment Fund" means the fund of that name as described in Section 2.
"Owner" or "Registered Owner" means the registered owner of the Term
Certificates.
"Paying Agent" means First Bank National Association, Portland, Oregon, or a
successor appointed by the Lessee.
"Payment Date" means 1 and 1 of each year commencing
1, and ending 1,
"Permitted Investments" means investments authorized by Oregon law.
"Property Costs" means all costs of the Property, and any costs associated with the
Purchase Agreement, and the preparation and sale of the Certificates.
"Record Date" means the fifteenth day of the month prior to a Payment Date.
"S&P" means Standard & Poor's Corporation, a corporation organized and
existing under the laws of the State of New York, its successors and their assigns, and, if such
corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities
rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating
agency designated by the Lessee by notice to the Escrow Agent.
"U.S." means the United States of America.
MARMDESCHUTES COACORM4�EDA.DOC
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0129-0491
Section 1.2. Recitals.
(a) Lessee and Lessor have entered into the Purchase Agreement, wherein
Lessor has agreed to lease and sell the Property to the Lessee, and the Lessee has agreed to lease
and purchase the Property from Lessor, as provided in the Purchase Agreement.
(b) Under the Purchase Agreement, the Lessee is required to pay Lease
Payments to the Lessor.
(c) The Lessor hereby assigns all its rights to the Lease Payments to the
Escrow Agent. The Escrow Agent has agreed to execute and deliver the Certificates to the
Paying Agent; the Paying Agent will deliver the Certificates to their purchasers, who will provide
the money to be disbursed by Lessor to the Lessee. The Paying Agent will distribute the Lease
Payments to the Owners.
(d) Each of the parties has authority to enter into this Escrow Agreement, and
has taken all actions necessary to authorize its execution by the officers signing it. Neither the
execution and delivery of this Escrow Agreement nor the fulfillment of or compliance with the
terms and conditions thereof nor the consummation of the transactions contemplated thereby,
conflicts with or results in a breach of the terms, conditions or provisions of any restriction or any
agreement or instrument to which any of the parties is now a party or by which any of the parties
is bound, or constitutes a default under any of the foregoing.
Article 2. Funds and Accounts
Section 2.1. The 1994 Series A Lease Payment Fund.
The Escrow Agent shall establish a special escrow fund designated as the
Deschutes County 1994 Series A Lease Payment Fund (the "Fund"). The Escrow Agent shall
administer the Fund as provided in this Escrow Agreement.
(a) Accrued interest from the sale of the Certificates shall be deposited in the
Lease Payment Fund and applied toward payment of interest on the Certificates.
(b) All Lease Payments and payments required by the Purchase Agreement
shall be deposited in the Lease Payment Fund not less than five days prior to a Payment Date.
Interest earnings, if any, on the moneys in the Lease Payment Fund may be applied toward the
next Lease Payment to be made by Lessee or paid directly to Lessee.
(c) The moneys deposited in the Lease Payment Fund shall be applied by the
Escrow Agent solely for the benefit of the Owners. Not later than each Payment Date the Escrow
Agent shall transfer to the Paying Agent an amount equal to the Lease Payment due on the
Payment Date, but solely from moneys on deposit in the Lease Payment Fund. The Paying Agent
shall distribute the Lease Payments to the Owners entitled thereto. The moneys credited to the
Lease Payment Fund shall not be commingled with any other moneys held by the Escrow Agent
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0129-0492
under this Agreement. Any investment earnings on money in the Lease Payment Fund shall be
credited to the Lease Payment Fund.
Article 3. The Certificates
Section 3.1. General Terms.
(a) The Certificates shall be issued as Term Certificates in an aggregate
principal amount of $360,000, and shall evidence ownership interests in specific principal
components of the Lease Payments, plus interest accruing thereon.
(b) Owners of Certificates will be entitled to receive a proportionate share of
the principal component of Lease Payments, plus an amount of the interest component of each
Lease Payment each Payment Date which is attributable to the interest accruing on that principal
component.
(c) The Certificates shall be dated April 5, 1994, shall represent principal
components of Lease Payments due on 1 of the following years in the following
amounts, which accrue interest at the following rates per annum:
Year ( 1) Amount Rate
(d) Certificates maturing on 1, are subject to mandatory
redemption by the Escrow Agent by lot in the amounts set forth below:
Year Amount
* Maturity
(e) Certificates maturing on 1, are subject to mandatory
redemption by the Escrow Agent by lot in the amounts set forth below:
Year Amount
* Maturity
(f) The Certificates shall entitle the Owners to receive interest from the most
recent Payment Date to which interest has been paid in full or, if no interest has been paid, from
1, . Interest on the Certificates shall be payable on the Payment
Dates, which are 1 and 1 of each year, commencing on 1,
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Section 3.2. Execution and Delivery of Certificates. 0129_0493
Upon request of the Lessee, the Paying Agent shall authenticate and deliver the
Certificates in substantially the form shown in Exhibit A.
Section 3.3. Optional Redemption and Notice of Redemption.
(a) The Lessee reserves the right to prepay Lease Payments and to the extent
prepayments are received, the Escrow Agent shall redeem all or any portion of the Certificates
then outstanding by lot within a maturity on 1, and on any Payment Date
thereafter at par plus accrued interest to the date fixed for redemption.
(i) Principal amounts paid to redeem term bonds by optional redemption
will be applied to reduce the amount of bonds subject to mandatory redemption, in order
of the scheduled mandatory redemption.
(b) The Paying Agent shall give notice of any redemption by first class mail,
postage prepaid, not more than 60 nor less than 30 days prior to the date fixed for redemption.
The notice of redemption shall identify the Certificates to be prepaid, their redemption price, the
redemption date, and the places where the amounts due upon such redemption are payable.
Section 3.4. Authentication, Registration and Transfer.
(a) All Certificates shall be in registered form. A single certificate shall be
issued initially for each Term Certificate, if any. The Paying Agent shall serve as paying agent and
registrar for the Certificates. The Paying Agent shall provide notice to Owners of any change in
the registrar not later than the interest payment date following the change in registrar.
(b) No Certificate shall be entitled to any right or benefit under this Escrow
Agreement unless it shall have been authenticated by an authorized officer of the Paying Agent.
The Paying Agent shall authenticate all Certificates properly surrendered for exchange or transfer
pursuant to this Escrow Agreement and any Certificate issued in lieu of any mutilated, destroyed,
lost or stolen Certificate.
(c) The ownership of all Certificates shall be entered in the register maintained
by the Paying Agent, and the Lessee, the Paying Agent and the Escrow Agent may treat the
person listed as Owner in the register as the owner of the Certificates for all purposes.
(d) On each Payment Date the Paying Agent shall mail each principal
component, if any, and interest payment by first class mail to the name and address of the Owners
entitled thereto, as they appear on the register at the close of business on the Record Date. If
payment is so mailed, neither the Lessee, the Paying Agent nor the Escrow Agent shall have any
further liability to any party for such interest payment. The final principal component, and interest
thereon of the Certificates and premium, if any, shall be payable at the corporate trust office of the
Paying Agent upon presentation and surrender of the Certificates.
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0129-4494
(e) Certificates may be transferred to other owners in an amount equal to the
unpaid principal amount of each Term Certificate if the Owner submits the following to the
Paying Agent:
(i) written instructions for exchange or transfer satisfactory to the Paying
Agent, signed by the Owner or his attorney in fact and guaranteed or witnessed in a
manner satisfactory to the Paying Agent; and
(ii) the Certificates to be exchanged or transferred.
(f) The Paying Agent shall not be required to exchange or transfer any
Certificates submitted to it during any period beginning with a Record Date and ending on the
next following Payment Date; however, such Certificates shall be exchanged or transferred
promptly following that interest payment date. In addition, the Paying Agent shall not be required
to exchange or transfer any Certificates if the unpaid principal components of the Lease Payments
have been declared immediately due and payable.
(g) The Paying Agent shall not be required to exchange or transfer any
Certificates if the Certificates have been selected for redemption.
(h) For purposes of this Section, Certificates shall be considered submitted to
the Paying Agent on the date the Paying Agent actually receives the materials described in
Section 3.4(e).
(i) The Paying Agent may require payment by the Owner of a sum sufficient to
pay any tax or other governmental charge that may be imposed in connection with any transfer or
exchange of Certificates. All other expenses incurred by the Paying Agent in connection with any
transfer or exchange of Certificates shall be paid by the Lessee.
0) The Lessee, Escrow Agent and Paying Agent may alter these provisions
regarding registration and transfer by mailing notification of the altered provisions to all Owners.
The altered provisions shall take effect on the date stated in the notice, which shall not be earlier
than 45 days after notice is mailed.
Article 4. Investments
Section 4.1. Funds Held in Trust.
The moneys and investments held by the Escrow Agent under this Escrow
Agreement are irrevocably held in trust for the benefit of Lessor, the Lessee and the Owners, and
for the purposes herein specified, and such moneys, together with any income or interest earned
thereon, shall be expended only as provided in this Escrow Agreement, and shall not be subject to
levy or attachment or lien by or for the benefit of any creditor of either the Lessor or the Lessee
or any Owner, or any of them.
Pa e 5 - Escrow A reement MARDROESCHUIESCOACORMEDA.DOC
g g 3(74:27072.00.017
0129-0495
Section 4.2. Investment Procedures.
Moneys held by the Escrow Agent hereunder shall be invested and reinvested by
the Escrow Agent at the written direction of the Lessee. All deposits in the Lease Payment Fund
shall be invested in Permitted Investments. Such investments shall be registered in the name of
the Escrow Agent for the benefit of the Lessee and held by the Escrow Agent. The Escrow
Agent may purchase or sell to itself or any affiliate, as principal or agent, investments authorized
by this section. The Escrow Agent may act as purchaser or agent in the making or disposing of
any investment.
Section 4.3. Sale of Investments.
The Escrow Agent shall without further direction from the Lessee sell such
investments as and when required to make any payment from the account for which such
investments are held. Any income received on such investments shall be credited to the respective
account for which it is held, subject to any provision of this Escrow Agreement specifying any
different credit or the transfer thereof to another Account or to the Lessee.
Section 4.4. Accounting, Liability and Surplus Money.
The Escrow Agent shall furnish to the Lessee an accounting of all investments.
The Escrow Agent shall not be responsible or liable for any loss suffered in connection with any
investment of funds made by it in accordance with this section. Upon termination of this Escrow
Agreement surplus money in any account shall be paid to the Lessee.
Article 5. The Escrow Agent
Section 5.1. Compensation.
As sole compensation for its services hereunder, the Escrow Agent shall be entitled
to receive fees in an amount agreed to by the Lessee and the Escrow Agent.
Section 5.2. Limitations on Duties of Escrow Agent.
The Escrow Agent hereby accepts the duties imposed upon it by this Escrow
Agreement, and agrees to perform said duties as an ordinarily prudent escrow agent under an
escrow agreement, but only upon and subject to the following express terms and conditions:
(a) The Escrow Agent may execute any of the duties or powers hereof and
perform any of its duties by or through attorneys, agents, receivers or employees but shall be
answerable for the conduct of the same in accordance with the standard specified above, and shall
be entitled to advice of counsel concerning all matters or duties hereunder, and may in all cases
pay such reasonable compensation to all such attorneys, agents, receivers and employees as may
reasonably be employed in connection with the duties hereof. The Escrow Agent may act upon
the opinion or advice of any attorney, approved by the Escrow Agent in the exercise of reasonable
care. The Escrow Agent shall not be responsible for any loss or damage resulting from any action
or non -action in good faith or reliance upon such opinion or advice.
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(b) Except for its signature on the Certificates, the Escrow Agent shall not be
responsible: (i) for any recital herein or in the Certificates, (ii) for the validity, priority, recording
or re-recording, filing or refiling of this Escrow Agreement or any lease or other instrument, (iii)
for insuring the Property or affecting any insurance moneys, (iv) for the validity of the execution
by the Lessee of this Escrow Agreement or of any supplements thereto or instruments of further
assurance, (v) for the sufficiency of the security for the Lease Payments, or (vi) for the value or
title of the Property or as to the maintenance of the security hereof. The Escrow Agent shall not
be bound to ascertain or inquire as to the performance or observance of any covenants, conditions
or agreements on the part of the Lessee under any lease or other instrument under which the
Property is operated, except as herein set forth; but the Escrow Agent may require of the Lessee
full information and advice as to the performance of the covenants, conditions and agreements
aforesaid as to the condition of the property herein conveyed.
(c) The Escrow Agent shall only be responsible for the safekeeping and
investment of the money held in the Lease Payment Fund and the payment thereof.
(d) The Escrow Agent shall not be accountable for the use of any Certificates
delivered hereunder. The Escrow Agent may become the Registered Owner of Certificates
secured hereby with the same rights which it would have if not Escrow Agent.
(e) The Escrow Agent shall be protected in acting upon any notice, request,
consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be
genuine and correct and to have been signed or sent by the proper person or persons. Any action
taken by the Escrow Agent pursuant to this Escrow Agreement upon the request or authority or
consent of any person who at the time of making such request or giving such authority or consent
is the Owner of any Certificates, shall be conclusive and binding upon all future Owners of the
same Certificate and upon Certificates issued in exchange therefor or in place thereof.
(� As to the existence or nonexistence of any fact or as to the sufficiency or
validity of any instrument, paper or proceeding, the Escrow Agent shall be entitled to rely upon a
certificate signed on behalf of the Lessee by an authorized officer thereof as sufficient evidence of
the facts therein contained, and shall also be at liberty to accept a similar certificate to the effect
that any particular dealing, transaction or action is necessary or expedient. The Escrow Agent
may at its discretion secure such further evidence deemed necessary or advisable, but shall in no
case be bound to secure the same. The Escrow Agent may accept a certificate of the official, or
an assistant thereto, having custody of the appropriate records to the effect that legislation or
other action in the form therein set forth has been enacted by the Lessee, as conclusive evidence
that such legislation or other action has been adopted and is in full force and effect.
(g) The permissive right of the Escrow Agent to do things enumerated in this
Escrow Agreement shall not be construed as a duty and the Escrow Agent shall not be answerable
for other than its negligence or willful default.
(h) At any time and all reasonable times the Escrow Agent, and its duly
authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the
right fully to inspect the Property, including all books, papers and records of the Lessee pertaining
Pae 7 - Escrow Agreement MARDRID.D
ESCHUIESCOACORMEDAOC
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0129-0497
to the Property, the Purchase Agreement and the Certificates, and to take such memoranda from
and in regard thereto as may be desired.
(i) The Escrow Agent shall not be required to give any bond or surety in
respect of the execution of the said trusts and powers.
0) All moneys received by the Escrow Agent shall, until used or applied or
invested as herein provided, be held in trust for the purposes for which they were received but
need not be segregated from other funds except to the extent required by law.
(k) The Escrow Agent 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.
(1) The Escrow Agent may, at any time, permit any Owner or the Lessor to
inspect any document filed with the Escrow Agent under the terms of this Escrow Agreement.
(m) The Escrow Agent shall be indemnified by the Lessee and held harmless
against any loss, liability or expense incurred without negligence or bad faith on the part of the
Escrow Agent, arising out of or in connection with the acceptance or administration of this trust,
including the cost and expenses of defending itself against any claim or liability arising out of the
Property.
(n) Before taking action under Section 8, the Escrow Agent may require that
a satisfactory indemnity bond be furnished by Owners of the Certificates for the reimbursement of
all expenses to which it may be put and to protect it against all liability, except liability which is
adjudicated to have resulted from its negligence or willful default by reason of any action so
taken.
Section 5.3. Substitution of Escrow Agent.
A state bank organized under the laws of the State of Oregon or a national banking
association located in Oregon, having a reported capital and surplus of not less than $50,000,000,
may be substituted to act as Escrow Agent under this Escrow Agreement, upon the Lessee giving
the Escrow Agent 60 days notice or upon written request of the Owners of sixty-six and two-
thirds percent (66-2/3%) in aggregate dollar amount of all Certificates then outstanding. Such
substitution shall not be deemed to affect the rights or obligations of the Owners. Upon any such
substitution the Escrow Agent agrees to assign to such substitute Escrow Agent its rights and
delegate its duties under this Escrow Agreement.
Section 5.4. Resignation of Escrow Agent.
The Escrow Agent or any successor may at any time resign by giving mailed notice
to all Owners of its intention to resign and of the proposed date of resignation, which shall be a
date not less than 60 days after such notice is deposited in the United States mail with postage
fully prepaid, unless an earlier resignation date and the appointment of a Successor Escrow Agent
shall have been or are approved by the Owners of sixty-six and two-thirds percent (66-2/3%) in
aggregate dollar amount of the Certificates then outstanding. The Escrow Agent may be removed
Page 8 - Escrow Agreement M:\RDR\DESCHUIESCO.�O/9� 7072A�DOC
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by the Owners of sixty-six and two-thirds percent (66-2/3%) in aggregate dollar amount of the
Certificates then outstanding.
Section 5.5. Agents.
The Escrow Agent may appoint an agent to exercise any of the powers, rights or
remedies granted to the Escrow Agent under this Escrow Agreement.
Article 6. Assignment
Section 6.1. General Limitation.
Except as specifically provided herein, the rights and duties of each of the parties
under this Escrow Agreement shall not be assignable to any person or entity without the written
consent of all of the other parties; provided that the consent of the Owners shall not be required.
Article 7. Amendments
Section 7.1. Requirements for Amendment.
(a) This Escrow Agreement may be amended with the consent of the Lessee
and without the consent of the Owners, but only to cure any ambiguity, correct defects in the
Escrow Agreement, or to make any other change which, in the judgment of the Lessor and the
Escrow Agent, does not adversely affect the interests of the Owners.
(b) This Escrow Agreement may be amended in writing for any other purpose
by agreement among all of the parties, but
(i) no such amendment shall become effective until approved by the
Owners of Certificates representing a majority of the unpaid principal components of
Lease Payments; and
(ii) no such amendment shall impair the right of any Owner to receive the
proportionate share of any Lease Payment in accordance with the Owner's Certificate.
Article 8. Covenants; Default; Exercise of
Rights and Agreement; Notices
Section 8.1. Covenants of Lessee.
The Lessee covenants and agrees with the Owners of the Certificates, to perform
all obligations and duties imposed on it under the Purchase Agreement; and to enforce such
Purchase Agreement against Lessor in accordance with its terms.
Section 8.2. Covenants of Escrow Agent.
Escrow Agent, as assignee of certain of Lessor's obligations and duties under the
Purchase Agreement, covenants and agrees with the Owners to perform all obligations and duties
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imposed on it under the Purchase Agreement; and to enforce the Purchase Agreement against
Lessee in accordance with its terms.
Section 8.3. Notice of Nonpayment.
If the Escrow Agent does not receive sufficient moneys for the payment of any
Lease Payment on the date and time the Lease Payments are due in accordance with the Purchase
Agreement, the Escrow Agent shall immediately give oral and written notice of this fact to the
Lessee and Lessor.
Section 8.4. Escrow Agent's Action on Event of Default.
Upon the occurrence of an Event of Default, the Owners representing 51% or
more of the unpaid principal components of unpaid lease Payments, may request the Escrow
Agent to take all actions necessary to eliminate such default and to receive damages therefore.
The Escrow Agent shall be under no obligation to take such actions. If the Escrow Agent does
not take such actions, said owners may take such actions in their own behalf or may appoint a
commercial bank meeting the requirements set forth in Section 7.2 of the Purchase Agreement to
take such action on behalf of all Owners.
Section 8.5. Distribution of Delinquent Lease Payments.
Escrow Agent shall transfer to the Paying Agent, and the Paying Agent shall
distribute pro rata to all Owners according to their ownership of total outstanding principal
components of Lease Payments any interest paid by Lessee on delinquent Lease Payments.
Article 9. Limitation of Liability
Section 9.1. Lessee's Liability Limited to Payment of Lease Payments.
Except for the payment of Lease Payments when due in accordance with the
Purchase Agreement and the performance of the other covenants and agreements of the Lessee
contained in the Purchase Agreement, the Lessee shall have no obligation or liability to any of the
other parties or to the Owners of the Certificates with respect to this Escrow Agreement or the
terms, execution, delivery or transfer of the Certificates, or the distribution of Lease Payments to
the Owners by the Paying Agent.
Section 9.2. Lessor and Lessee Not Liable for Performance of Escrow Agent.
Neither the Lessee nor Lessor shall have any obligation or liability to any of the
other parties or to the Owners of the Certificates with respect to the performance by the Escrow
Agent of any duty imposed upon it under this Escrow Agreement.
Section 9.3. Lessor and Escrow Agent Not Liable for Lease Payments.
Except as provided in this Escrow Agreement, neither Lessor nor the Escrow
Agent shall have any obligation or liability to the Owners of the Certificates with respect to the
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o120-o5oo
payment of the Lease Payments by the Lessee or any other covenant made by it in the Purchase
Agreement.
Section 9.4. General Limitation on Liability of Escrow Agent.
(a) The Escrow Agent shall have no obligation or responsibility for providing
information to the Owners concerning the investment character of the Certificates, or for the
sufficiency or collection of any Lease Payments or other moneys required to be paid to it under
the Purchase Agreement, or for the actions or representations of any other party to this Escrow
Agreement. The Escrow Agent shall have no obligation or liability to any of the other parties or
the Owners of the Certificates with respect to this Escrow Agreement or the failure or refusal of
any other party to perform any covenant or agreement made by any of them under this Escrow
Agreement or the Purchase Agreement, but shall be responsible solely for the performance of the
duties expressly imposed upon it hereunder.
(b) The Escrow Agent shall not be responsible for the sufficiency of the
security for the Certificates executed and delivered hereunder or intended to be secured hereby, or
the value of or title to the Property. The Escrow Agent shall not be responsible or liable for any
loss suffered in connection with any investment of funds made by it under the terms of and in
accordance with this Escrow Agreement.
Section 9.5. Escrow Agent May Require Opinion of Counsel.
Before being required to take any action, Escrow Agent may require an opinion of
counsel acceptable to Escrow Agent, which counsel may be counsel to any of the parties hereto,
or a verified certificate of any party hereto, or both, concerning the proposed action. If it does so
in good faith, Escrow Agent shall be absolutely protected in relying thereon.
Article 10. Administrative Provisions
Section 10.1. Termination.
Upon payment of all outstanding Certificates, either at or before maturity, or upon
defeasance pursuant to Section 5.1 of the Purchase Agreement, the Lessee's duties and obligations
hereunder will terminate. This Escrow Agreement will be terminated as to the duties and
obligations of the Escrow Agent and Lessor upon the payment of the Certificates.
Section 10.2. Records.
The Escrow Agent shall keep complete and accurate records of all moneys
received and disbursed under this Escrow Agreement, which shall be available for inspection by
the Lessee and the Lessor, or any Registered Owner, or the agent of any of them, at any time
during regular business hours.
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Section 10.3. Notices.
Unless a party provides written notification that a different address shall be used,
all written notices to be given under this Escrow Agreement shall be given by mail to the party
entitled thereto at the following addresses:
Lessor: Seattle -Northwest Securities Corporation
1000 S.W. Broadway, Suite 1800
Portland, Oregon 97205
Lessee: Deschutes County
1164 N.W. Bond Street
Bend, OR 97701
Escrow Agent: First Bank National Association
1000 S.W. Broadway, Suite 1750
Portland, Oregon 97205
Any such notice shall be deemed to have been received 48 hours after deposit in
the United States mail in registered form, with postage fully prepaid.
Section 10.4. Governing Law.
This Escrow Agreement shall be construed and governed in accordance with the
laws of the State of Oregon.
Section 10.5. Severability.
Any provision of this Escrow 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
Escrow Agreement.
Section 10.6. Survival.
This Escrow Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
Section 10.7. Counterparts.
This Escrow Agreement may be simultaneously executed in several counterparts,
each of which shall be an original and all of which shall constitute but one and the same
agreement.
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V - I
0129-0502
IN WITNESS WHEREOF, the parties have executed this Escrow Agreement as of
the date and year first written above.
First Bank National Association, as Escrow Agent
Authorized Representative
Seattle -Northwest Securities Corporation, as Lessor
Authorized Representative
Deschutes County, as Lessee
Director of Administrative Services
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V + b
0129-0503
No. R- $
EXHIBIT A
(FORM OF CERTIFICATE)
Certificate of Participation
1994 Series A
Evidencing a Proportionate Interest of the Owner
Hereof in Certain Lease Payments to be Made
Under a Lease -Purchase Agreement between
Deschutes County
State of Oregon
and
Seattle -Northwest Securities Corporation
PRINCIPAL COMPONENT PRINCIPAL COMPONENT
INTEREST RATE MATURITY DATE DATED
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
This Certificate is executed and delivered by First Bank National Association,
pursuant to an Escrow Agreement, dated as of April 5, 1994 between First Bank National
Association, as Escrow Agent, Seattle -Northwest Securities Corporation, as Lessor, and
Deschutes County, Oregon, as Lessee. Lessor and Lessee have entered into that certain Lease -
Purchase Agreement, dated as of April 5, 1994 (the "Purchase Agreement"), pursuant to which
Lessee is legally required to make lease payments (the "Lease Payments"). Lessor has assigned to
Escrow Agent all of its right, title and interest in the Lease Payments for the benefit of the Owners
of the Certificates under the Escrow Agreement.
This Certificate is entitled proportionately to receipt of the principal component of
Lease Payments in the amount set forth as Principal Amount above due on the Principal
Component Maturity Date set forth above and is entitled proportionately to receipt of an amount
Page 2 - Escrow Agreement M:�oe�uescevresco.�o1942072.00°
v t 0
0129-0504
of the interest component of Lease Payments each Lease Payment Date attributable to the interest
accruing on said principal component at the Principal Component Interest Rate set forth above.
First Bank National Association, in Portland, Oregon, as the paying agent and
registrar (the "Registrar"), shall pay to the Registered Owner specified above, or registered
assigns, the Principal Amount specified above on the above Principal Component Maturity Date
together with interest thereon from the dated date indicated above at the Principal Component
Interest Rate per annum indicated above, but solely from amounts received from the Lessee
pursuant to the Purchase Agreement and Escrow Agreement. Interest is payable on
1 and 1 of each year until maturity or prior redemption,
commencing on (the "Payment Date"). The principal component and
interest on this Certificate are payable through the principal corporate trust office of the Registrar
by check or draft mailed by first class mail on the Payment Date or redemption date (or the next
business day if the Payment Date or redemption date is not a business day) to the Registered
Owner at the address appearing on the Certificate Register as of the fifteenth day of the month
preceding the Payment Date. The final certificate principal is payable at maturity upon
presentation and surrender of this Certificate to the Registrar.
ADDITIONAL PROVISIONS OF THIS CERTIFICATE APPEAR ON THE
REVERSE SIDE; THESE PROVISIONS HAVE THE SAME EFFECT AS IF THEY WERE
PRINTED HEREIN.
IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all conditions,
acts, and things required to exist, to happen, and to be performed precedent to and in the
execution and delivery of this Certificate have existed, have happened, and have been performed
in due time, form and manner.
IN WITNESS WHEREOF, the Escrow Agent has caused this Certificate to be
executed by facsimile or manual signature of an authorized officer as of the date set forth above.
First Bank National Association, as Escrow Agent
Authorized Officer
THIS CERTIFICATE SHALL NOT BE VALID UNLESS PROPERLY AUTHENTICATED
BY THE REGISTRAR IN THE SPACE INDICATED BELOW.
Date of Authentication:
Page 3 - Exhibit A (Form of Certificate)
i � s
CERTIFICATE OF AUTHENTICATION
0120-0505
This is one of the Certificates of Participation 1994 Series A in the Lease Payments
due under the Purchase Agreement described herein, and is properly registered and authenticated
pursuant to the Escrow Agreement.
First Bank National Association, as Registrar
Authorized Officer
[On Reverse Side]
Additional Provisions
This Certificate is one of the Certificates of Participation, 1994 Series A, being
executed and delivered in the aggregate principal amount of $360,000. The Lessee is authorized
to enter into the Purchase Agreement and Escrow Agreement by resolution of its Board of
County Commissioners adopted on March 9, 1994.
The Escrow Agent may redeem all or any portion of the Certificates maturing after
1, to the extent Lease Payments have been prepaid, by lot within a maturity
on 1, and any Payment Date thereafter at par plus accrued interest to
the date fixed for redemption.
The Certificates maturing on 1, are subject to
mandatory redemption, by lot, at the principal amount thereof, without premium, plus accrued
interest to the date fixed for redemption, on 1 of the following years and in the
following amounts:
Year
* Maturity
Amount
The Certificates maturing on 1, are subject to mandatory
redemption, by lot, at the principal amount thereof, without premium, plus accrued interest to the
date fixed for redemption, on 1 of the following years and in the following amounts:
Page 4 - Exhibit A (Form of Certificate)
Year Amount 0129-05C6
* Maturity
Principal amounts paid to redeem term bonds by optional redemption will be
applied to reduce amount of bonds subject to mandatory redemption, in order of the scheduled
mandatory redemption.
Notice of any call for redemption, unless waived by the Registered Owners of the
Certificates to be redeemed, shall be mailed not less than 30 days and not more than 60 days prior
to such call to the Registered Owners of the Certificates to be redeemed, and otherwise given as
required by the terms of the Escrow Agreement and as required by law; however, any failure to
give notice shall not invalidate the redemption of the Certificates. All Certificates called for
redemption shall cease to bear interest from the date designated in the notice.
The Lease Payments are payable from the general revenues of the Lessee and other
funds which may be available for that purpose, including taxes levied within the restrictions of
Article XI, Section 11 of the Constitution of the State of Oregon. The obligation of the Lessee to
make Lease Payments is a full faith and credit obligation of the Lessee, and is not subject to
annual appropriation. THE REGISTERED OWNERS OF THE CERTIFICATES DO NOT
HAVE A LIEN OR SECURITY INTEREST ON THE PROPERTY FINANCED WITH THE
PROCEEDS OF THE CERTIFICATES.
The Certificates are issuable in the form of registered Term Certificates without
coupons.
Any transfer of this Certificate must be registered, as provided in the Escrow
Agreement, upon the Certificate register kept for that purpose at the principal corporate trust
office of the Registrar. The Lessee and the Registrar may treat the person in whose name this
Certificate is registered as its absolute owner for all purposes, as provided in the Escrow
Agreement.
The Registered Owner may exchange or transfer any Certificate only by
surrendering it, together with a written instrument of exchange or transfer which is satisfactory to
the Registrar and duly executed by the Registered Owner or his duly authorized attorney, at the
principal corporate trust office of the Registrar in the manner and subject to the conditions set
forth in the Escrow Agreement.
The Registered Owner of this Certificate shall have no right to enforce the
Purchase Agreement or to institute action to enforce the covenants therein, or to take any action
with respect to any event of default under the Purchase Agreement, or to institute, appear in or
defend any suit or other proceeding with respect thereto, except as provided in the Escrow
Agreement. In certain events, on the conditions, in the manner and with the effect set forth in the
Purchase Agreement and the Escrow Agreement, the Lease Payments may be accelerated and
become due prior to the applicable Lease payment date under the Purchase Agreement. This may
Page 5 - Exhibit A (Form of Certificate)
* J0 Of
result in payment of the Certificates prior to the stated Principal Component Maturity Date.
Modifications of this Certificate, the Escrow Agreement and the Purchase Agreement may be
made only to the extent and in the circumstances permitted in the Escrow Agreement and the
Purchase Agreement.
Assignment
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Please insert social security or other
identify number of assignee
this 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.
Dated:
NOTICE: The signature to this assignment must correspond with the name of the Registered
Owner as it appears upon the face of this Certificate in every particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed
(Bank, Trust Company or Brokerage Firm)
Authorized Officer
The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full according to applicable laws
or regulations.
TEN COM -- tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
OREGON CUSTODIANS use the following:
CUST UL OREG
Page 6 - Exhibit A (Form of Certificate)
as custodian under the laws of Oregon for
01 9- 05CS
MIN
(Minor's name)
Additional abbreviations may also be used though not in the list above.
Page 7 - Exhibit A (Form of Certificate)