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1995-35611-Resolution No. 95-132 Recorded 10/12/1995REVIEWED 950035611 LEG L60UNSEL BEFORE THE BOARD OF COUNTY COMMISSIONERS FOR DESCHUTES COUNTY, OREGON ACTING AS THE GOVERNING BODY OF THE BEND LIBRARY COUN l�y!FE ff F A Resolution Authorizing the Issuance and ) Negotiated Sale of Bond Anticipation Notes in an ) L yy C t ; Amount Not to Exceed $2,500,000 for Library ) Service Facilities. 014s-PO14o Resolution No. 95-132 WHEREAS, the Board of County Commissioners of Deschutes County, Oregon (the "Board") as the governing body of the Bend Library County Service District, Deschutes County, Oregon (the "District"), called an election on September 19, 1995, at which time the voters approved the issuance and sale of general obligation Notes in an amount not to exceed $7,950,000, to fund library facilities (the "Project"). WHEREAS, the Board finds that there is an immediate need for funds to finance, in part, acquisition of property, site preparation, professional services and related costs; NOW THEREFORE, BE IT RESOLVED by the Board of County Commissioners for Deschutes County, Oregon, as the governing body of the Bend County Library Service District as follows: Section 1. Authorization. 1.1. The District shall issue its Bond Anticipation Notes, Series 1995 (the "Notes") to partially finance the Project in the District, and to pay costs of issuance of issuing the Notes. The Notes shall be issued in a principal amount of not more than $2,500,000, and shall be sold at a net true interest cost of not more than six percent (6%) per annum. The District hereby appoints Seattle -Northwest Securities Corporation to serve as financial advisor, Preston Gates & Ellis to serve as Note counsel, and First Bank National Association to serve as Paying Agent and Registrar. The County Administrator or his designee (the "Administrator") acting on behalf of the Board, may, on behalf of the District and in consultation with its financial advisor: 1.1.1. participate in the preparation of, authorize the distribution of, and deem final the preliminary and final official statements and any other disclosure documents for the Notes; 1.1.2. establish the final principal amount, maturity interest rate, redemption terms, payment terms and dates, and other terms of the Notes, and the terms under which the Notes are offered for sale; 1.1.3. participate with the financial advisor to negotiate the sale of the Notes and execute the Note Purchase Agreement; K1ti. '`D 1.1.4. take any other action and appoint such professionals as required in OCT1995 connection with the Notes which the Administrator finds will be advantageous to the District. Resolution - Page No. 1 ,'.'' 0I IN 11RDR\BEND-LIB\RESELEC2.D0C 1995 0148-0141 Section 2. Security. The Notes are payable from the proceeds of any bonds sold pursuant to the measure approved by the voters on September 19, 1995. The District will use its best efforts to sell the bonds and will apply such portions of the bond proceeds as may be required to pay the principal and interest on the Notes at maturity or prior redemption. Section 3. Note Book -Entry Only Form. 3.1. The Notes shall be initially issued in book -entry only form, with no physical Notes being made available to Noteowners. The Administrator shall execute and deliver a letter of representations to The Depository Trust Company, New York, New York ("DTC") for the Notes, in form and substance satisfactory to DTC. So long as the Notes are in book -entry only form: 3.1.1. Ownership of the Notes shall be recorded through entries on the books of banks and broker-dealer participants and correspondents that are related to entries on the DTC system. The Note shall be initially issued in the form of a global Note. The Note shall be registered in the name of Cede & Co. as nominee of DTC as the owner of the Note, and such global Note shall be lodged with DTC until early redemption or maturity of the Note issue. 3.1.2. The District's Paying Agent or any successor paying agent appointed by the District (the "Paying Agent") shall remit payment for the maturing principal of and interest on the Notes to DTC as owner of the Notes for distribution by the nominee to the beneficial owners by recorded entry on the books of DTC participants and correspondents. While the Notes are in book -entry only form, the Notes will be available in denominations of $5,000 or any integral multiple thereof. Notes, or 3.2. In the event: 3.2.1. DTC determines not to continue to act as securities depository for the 3.2.2. the District determines that DTC shall no longer so act-, then the District will discontinue maintaining the Notes in the book -entry only form with DTC. 3.3. Notwithstanding the provisions regarding exchange and transfer of Notes set forth in this resolution, while the Notes are in book -entry only form they may not be transferred or exchanged on the registration books maintained by the Paying Agent except: below; 3.3.1. to any successor depository designated by the District as provided 3.3.2. to any successor nominee designated by a depository; or Resolution - Page No. 2 J ARMBEND-LIBM SELEC2. DOC 0148-0142 3.3.3. if the District elects to discontinue maintaining the Notes in book -entry only form, the District shall cause the Paying Agent to authenticate and deliver replacement physical Notes in fully registered form in authorized denominations in the names of the beneficial owners or their nominees; thereafter the provisions set forth in Section 6, below, regarding registration, transfer and exchange of Notes shall apply. 3.4. Upon the resignation of any institution acting as depository hereunder, or if the District determines that continuation of any institution in the role of depository is not in the best interests of the beneficial owners, the District shall attempt to identify another institution qualified to act as depository hereunder or shall discontinue maintaining the Notes in book -entry only form by resolution or ordinance. If the District is unable to identify such successor depository prior to the effective date of the resignation, the District shall discontinue maintaining the Notes in book -entry only form as provided above. 3.5. With respect to Notes registered in the registration books maintained by the Paying Agent in the name of the nominee of DTC, the District and the Paying Agent shall have no responsibility or obligation to any participant or correspondent of DTC or to any beneficial owner on behalf of which such participants or correspondents act as agent for the beneficial owner with respect to: 3.5.1. the accuracy of the records of DTC, the nominee or any participant or correspondent with respect to any beneficial owner's interest in the Notes; 3.5.2. the delivery to any participant or correspondent or any other person of any notice with respect to the Notes, including any notice of prepayment; 3.5.3. the selection by DTC of the beneficial interest in Notes to be redeemed prior to maturity; or 3.5.4. the payment to any participant, correspondent, or any other person other than the registered owner of the Notes as shown in the registration books maintained by the Paying Agent, of any amount with respect to principal or interest on the Notes. 3.6. So long as the Notes are in book -entry only form, the Paying Agent will give any notice of redemption or any other notices required to be given to registered owners of Notes only to DTC or its nominee registered as the registered owner thereof. Any failure of DTC to advise any of its participants, or of any participant to notify the beneficial owner, of any such notice and its content or effect will not affect the validity of the redemption of the Notes called for redemption or of any other action premised on such notice. 3.7. The District shall pay or cause to be paid all principal and interest on the Notes only to or upon the order of the owner, as shown in the registration books maintained by the Paying Agent, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the District's obligation with respect to payment thereof to the extent of the sum or sums so paid. Resolution - Page No. 3 JARMBEND-LIMRESELECIDOC 0148-0143 3.8. Upon delivery by DTC to the District and to the owner of written notice to the effect that DTC has determined to substitute a new nominee in place of the nominee, then the word "nominee" in this resolution shall refer to such new nominee of DTC, and upon receipt of such notice, the District shall promptly deliver a copy thereof to the Paying Agent. DTC shall tender the Notes it holds to the Paying Agent for reregistration. 3.9. The provisions of this Section 3. may be modified without the consent of the beneficial owners to conform this Section to the standard practices of DTC for Notes issued in book -entry only form. Section 4. Optional Redemption 4.1. The Notes shall be subject to redemption, in whole, at the option of the District, on April 15, 1996 and on any day thereafter at par plus accrued interest to the date of redemption upon prior written notice as hereinafter provided. Section 5. Notice of Redemption of Notes. 5.1. Notice of Redemption (DTC). So long as the Notes are in book -entry only form, the Paying Agent shall notify DTC of any early redemption not less than 30 days prior to the date fixed for redemption, and shall provide such information in connection therewith as required by a letter of representations submitted to DTC in connection with the issuance of the Notes. 5.2. Notice of Redemption (No DTC). During any period in which the Notes are not in book -entry only form, unless waived by any Owner of the Notes to be redeemed, official notice of any redemption of Notes shall be given by the Paying Agent on behalf of the District by mailing a copy of an official redemption notice by first class mail postage prepaid at least 30 days and not more than 60 days prior to the date fixed for redemption to the Owner of the Note or Notes to be redeemed at the address shown on the Note register or at such other address as is furnished in writing by such owner to the Paying Agent. The District shall notify the Paying Agent of any intended redemption not less than 45 days prior to the redemption date. All such official notices of redemption shall be dated and shall state: 5.2.1. the redemption date; 5.2.2. the redemption price; 5.2.3. that on the redemption date the redemption price will become due and payable upon the Note and that interest thereon shall cease to accrue from and after said date; and 5.2.4. the place where such Notes are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Paying Agent. Resolution - Page No. 4 kaDR\BEND-LIMPESELECIDOC 0148--0144 Section 6. Authentication, Registration and Transfer. 6.1. No Note shall be entitled to any right or benefit under this resolution unless it shall have been authenticated by an authorized officer of the Paying Agent. The Paying Agent shall authenticate all Notes to be delivered at closing of the Notes, and shall additionally authenticate all Notes properly surrendered for exchange or transfer pursuant to this resolution. 6.2. The ownership of all Notes shall be entered in the Note register maintained by the Paying Agent, and the District and the Paying Agent may treat the person listed as owner in the Note register as the owner of the Note for all purposes. 6.3. While the Notes are in book -entry only form, the Paying Agent shall transfer Note principal and interest payments in the manner required by DTC. 6.4. If the Notes cease to be in book -entry only form, the Paying Agent shall mail each interest payment on the interest payment date (or the next business day if the payment date is not a business day) to the name and address of the Noteowners as they appear on the Note register as of the fifteenth day of the month preceding an interest payment date (the "Record Date"). If payment is so mailed, neither the District nor the Paying Agent shall have any further liability to any party for such payment. 6.5. Notes may be exchanged for an equal principal amount of Notes which are in different denominations, and Notes may be transferred to other owners if the Noteowner submits the following to the Paying Agent: 6.5.1. written instructions for exchange or transfer satisfactory to the Paying Agent, signed by the Noteowner or attorney in fact and guaranteed or witnessed in a manner satisfactory to the Paying Agent and 6.5.2. the Notes to be exchanged or transferred. 6.6. The Paying Agent shall not be required to exchange or transfer any Notes submitted to it during any period beginning with a Record Date and ending on the payment date. 6.7. The Paying Agent shall note the date of authentication on each Note. The date of authentication shall be the date on which the Noteowner's name is listed on the Note register. 6.8. For purposes of this section, Notes shall be considered submitted to the Paying Agent on the date the Paying Agent actually receives the materials described in Section 6.5. 6.9. The District may alter these provisions regarding registration and transfer by mailing notification of the altered provisions to all Noteowners. 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. Resolution - Page No. 5 J\RDR\BEND-LIEUtESELEC2DOC 0148-0145 Section 7. Form of Registered Note. The District may issue the Notes as one or more typewritten, temporary Notes which shall be exchangeable for definitive Notes when definitive Notes are required. The Note shall be in substantially the form attached hereto as Exhibit A. The Notes shall be signed by facsimile signature of the Board of County Commissioners of Deschutes County Chair and the Administrator. Section 8. Maintenance of Tax -Exempt Status. 8.1. The District covenants for the benefit of the owners of the Notes to comply with all provisions of the Internal Revenue Code of 1986, as amended (the "Code") which are required for Note interest to be excluded from gross income for federal income tax purposes. The District makes the following specific covenants with respect to the Code: 8.1.1. The District shall not take any action or omit any action, if it would cause the Notes to become "arbitrage Notes" under Section 148 of the Code and shall pay any rebates or penalties to the United States which are required by Section 148(f) of the Code. 8.1.2. The District shall operate the facilities financed with the Notes so that the Notes are not "private activity bonds" within the meaning of Section 141 of the Code. 8.2. The covenants contained in this Section and any covenants in the closing documents for the Notes shall constitute contracts with the owners of the Notes, and shall be enforceable by them. Section 9. Defeasance. The District may defease the Notes by setting aside, with a duly appointed escrow agent, in a special escrow account irrevocably pledged to the payment of the Notes to be defeased, cash or direct obligations of the United States in an amount which, in the opinion of a certified public accountant satisfactory to the escrow agent, without reinvestment, is at least equal to the principal amount of the Notes to be defeased, plus interest which will accrue thereon until maturity or any earlier date for which the issuer has given irrevocable instructions for redemption. Such Notes shall be paid hereunder, and shall cease to be entitled to any lien, benefit or security under this Note Resolution except the right to receive payment from such special escrow account; such Notes shall not for any purpose of this Note Resolution be deemed outstanding. Section 10. Bank Designation. The District designates the Notes as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. The District (and all subordinate entities thereof, if any) does not reasonably expects to issue more than $10,000,000 of tax-exempt obligations during the current calendar year. Resolution -Page No. 6 I ARMBEND-LIMRE SELECT DOC 0148-0146 Section 11. Undertaking to Provide Ongoing Disclosure. This Section 11 describes the District's obligation under Section (b)(5) of the Securities and Exchange Commission's Rule 15c2-12 (the "Rule") relating to ongoing disclosure. The District does not have more than $10,000,000 in aggregate principal amount of outstanding municipal securities, including the Notes. The provisions of paragraph (b)(5) of the Rule do not apply to the Notes because paragraph (d)(2)(ii) and paragraph (d)(2)(iii) of the Rule (relating to issuers with no more than $10,000,000 of outstanding municipal securities) do not apply to an offering of municipal securities commencing prior to January 1, 1996. Adopted this 11th day of October, 1995. Board of County Commissioners of Deschutes County, Oregon, acting as the governing body of the Bend Library County Service District Chai Commission4r J, CompAssioner Attest: Q-t�, - )2:� Recording Secretary Resolution - Page No. 7 1ARMBEND-LIBVtESELEC2DOC 0148-014'7 EXHIBIT A FORM OF NOTE Bend Library County Service District Deschutes County, Oregon Bond Anticipation Notes, Series 1995 Dated Date: October 15, 1995 Interest Rate: % Maturity Date: October 15, 1996 CUSIP Number: Registered Owner: ----- Cede & Co. ----- Principal Amount: ----- Dollars ----- THE BEND LIBRARY COUNTY SERVICE DISTRICT, in Deschutes County, State of Oregon (the "District"), for value received, acknowledges itself indebted and hereby promises to pay to the Registered Owner, or registered assigns, the above Principal Amount on the above Maturity Date, together with interest thereon from the date hereof at the rate per annum indicated above. Interest is payable upon maturity or prior redemption. Principal and interest payments shall be received by Cede & Co., as nominee of The Depository Trust Company, or its registered assigns, on each payment date. Such payments shall be made payable to the order of "Cede & Co." This Note is one of an authorized issue of Notes by the District entitled Bond Anticipation Notes, Series 1995, in the aggregate principal amount of $2,500,000 (the "Notes"), and is issued by the District to finance library improvements pursuant to a resolution of the District, dated October 11, 1995 (the "Resolution") and Oregon Revised Statutes 288.165, in full and strict accordance and compliance with all of the provisions of the Constitution and Statutes of the State of Oregon. The District reserves the right to redeem all of the Notes April 15, 1996, and on any day thereafter at par plus accrued interest to the date of redemption. Notice of any call for redemption shall be given as required by the Letter of Representations to The Depository Trust Company, as referenced in the Resolution. Interest on the Note so called for redemption shall cease on the redemption date designated in the notice. The Registrar, will notify The Depository Trust Company promptly of any Notes called for redemption. Any transfer of this Note must be registered, as provided in the Resolution, upon the Note register kept for that purpose at the principal corporate trust office of the Registrar. This Note may be registered only by surrendering it, together with a written instrument of transfer EXHIBIT A - FORM OF NOTE - Page No. 1 JARMBEND-LIB\RESELECIDOC 0148-0148 which is satisfactory to the Registrar and which is executed by the registered owner or his duly authorized attorney. Upon registration, a new registered Note or Notes, of the same series and maturity and in the same aggregate principal amount, shall be issued to the transferee as provided in the Resolution. The District and the Registrar may treat the person in whose name this Note is registered on the Note register as its absolute owner for all purposes, as provided in the Resolution. The Notes are initially issued as a book -entry -only security issue with no certificates provided to the Noteowners. Records of Note ownership will be maintained by the Registrar and The Depository Trust Company and its participants. Should the book -entry -only security system be discontinued, the Notes shall be issued in the form of registered Notes without coupons in the denominations of $5,000 or any integral multiple thereof. Such Notes may be exchanged for Notes of the same aggregate principal amount, but different authorized denominations, as provided in the Resolution. Any transfer of this Note must be registered, as provided in the Resolution, upon the Note register kept for that purpose by the Registrar. Upon registration, a new registered Note or Notes, of the same series and maturity and in the same aggregate principal amount, shall be issued to the transferee as provided in the Resolution. The Registrar and the Issuer may treat the person in whose name this Note is registered as its absolute owner for all purposes, as provided in the Resolution. The Noteowner may exchange or transfer this Note 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 their duly authorized attorney, at the principal corporate trust office of the Registrar in the manner and subject to the conditions set forth in the Resolution. Unless this certificate is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest 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 issuance of this Note have existed, have happened, and have been performed in due time, form, and manner as required by the Constitution and Statutes of the State of Oregon; that the issue of which this Note is a part, and all other obligations of such District, are within every debt limitation and other limits prescribed by such Constitution and Statutes. EXHIBIT A - FORM OF NOTE - Page No. 2 JARMBEND-LIMMELEC2DOC 0148-0149 IN WITNESS WHEREOF, the Board of County Commissioners of Deschutes County, Oregon as the governing body of the District, has caused this Note to be signed by facsimile signature of its Chair and attested by facsimile signature of its Administrator, as of the date indicated above. Bend Library County Service District Chair, Board of County Commissioners of Deschutes County, Oregon Attest: Administrator This Note shall not be valid unless properly authenticated by the Registrar in the space indicated below. Dated: Certificate of Authentication This is one of the District's Bond Anticipation Notes, Series 1995, issued pursuant to the Resolution described herein. First Bank National Association, as Registrar Authorized Officer Assignment FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto [Please insert social security or other identifying number of assignee] this Note and does hereby irrevocably constitute and appoint as attorney to transfer this Note on the books kept for registration thereof with the full power of substitution in the premises. EXHIBIT A - FORM OF NOTE - Page No. 3 J ARDR\BEND-LI BU2E SELECIDOC 0148-0150 Dated: NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of this Note 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 Note, 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 MIN as custodian for (name of minor) OR UNIF TRANS MIN ACT under the Oregon Uniform Transfer to Minors Act Additional abbreviations may also be used though not in the list above. EXHIBIT A - FORM OF NOTE - Page No. 4 JARMBEND-LB3U2ESELECIDOC