1996-16800-Resolution No. 96-062 Recorded 5/9/199696-16800 1'4.Z_:',J _ e
BEFORE THE BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the Issuance and
Sale of Limited Tax Improvement Bonds,
Series 1996, in an Amount not to Exceed
$700,000, for the Purpose of Financing Local
Improvements.
RESOLUTION NO. 96-062
WHEREAS, the above -titled matter came on regularly before the Board at its
regular meeting of May 1, 1996; and
WHEREAS, the County is authorized pursuant to the Constitution and laws of
the State of Oregon to issue limited tax bonds to finance local improvements pursuant to
ORS 371.605 et. seq. and ORS 223.235 and ORS 288.155; and
WHEREAS, it is desirable to issue limited tax bonds to finance local
improvements in the County and to pay costs of issuance of issuing the limited tax
bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows:
Section 1. Authorization.
1.1. The County shall issue its Limited Tax Improvement Bonds, Series 1996
(the "Bonds") to finance local improvements in the County and to pay costs of issuance
of issuing the Bonds. The Bonds shall be issued in a principal amount of not more than
$700,000, and shall be sold at a net true interest cost of not more than eight percent
(8%) per annum. The Finance Director or the Finance Director's designee (the
"Finance Director ") may, on behalf of the County:
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 Bonds;
1.1.2. establish the final principal amount, maturity schedule,
interest rates, redemption terms, payment terms and dates, and other terms
of the Bonds, and the terms under which the Bonds are offered for sale;
1.1.3. consult with the County's Financial Advisor, and negotiate
the terms of a bond sale on terms beneficial to the County;
TAAY � 1996
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1.1.4. negotiate, issue, sell and execute a Bond Purchase
Agreement and deliver the Bonds to Seattle -Northwest Securities
Corporation without further action by the Board of County
Commissioners;
1.1.5. apply and purchase municipal bond insurance or other forms
of credit enhancement for the Bonds, and execute and deliver related
documents; and
1.1.6. take any other action and sign any other documents,
certificates and undertakings required in connection with the sale of the
Bonds which the Finance Director finds will be advantageous to the
County.
Section 2. Security.
The County has assessed benefitted properties for the costs of local
improvements, and has received applications to pay assessments in installments. The
Bonds shall be issued in an amount not greater than the unpaid balance of all such
applications. Each assessment is exempt from the limitation provided in Section 11b(1),
Article XI of the Oregon Constitution, because each assessment either: constitutes
an assessment for a "local improvement" within the meaning of Section 11b(2)(d), Article
XI of the Oregon Constitution; or, was levied prior to July 1, 1991. All installment
assessment payments, delinquent payments and foreclosure proceeds shall be placed in
the Series 1996 Account of the Bancroft Bond Redemption Fund and applied to the
payment of principal and interest on the Bonds. In addition, the full faith and credit of
the County are pledged to the successive owners of each of the Bonds for the punctual
payment of such obligations, when due. To the extent that the above-described revenues
are insufficient, the County shall levy annually, a direct ad valorem tax upon all of the
taxable property within the County pursuant to ORS 223.235(4), in an amount sufficient
to pay all principal of and interest on the Bonds which is due and payable in that year,
provided that the amount of such tax shall not exceed the amount permitted under
Section 11b(1), Article XI of the Oregon Constitution. The County covenants with the
owners of its Bonds to levy such a tax annually during each year that any of the Bonds,
or Bonds issued to refund them, are outstanding.
Section 3. Bond Book -Entry Only Form.
3.1. The Bonds shall be initially issued in book -entry only form, with no
physical Bonds being made available to Bondowners. The Manager shall execute and
deliver a letter of representations to The Depository Trust Company, New York, New
York ("DTC") for the Bonds, in form and substance satisfactory to DTC. So long as the
Bonds are in book -entry only form:
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3.1.1. Ownership of the Bonds 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. Each maturity of the Bonds
shall be initially issued in the form of a global Bond for each maturity.
Each global Bond shall be registered in the name of Cede & Co. as
nominee of DTC as the owner of the Bond, and such global Bonds shall be
lodged with DTC until early redemption or maturity of the Bond issue.
3.1.2. First Trust Washington or any successor paying agent
appointed by the County (the "Paying Agent") shall remit payment for the
maturing principal and interest on the Bonds to DTC as owner of the
Bonds for distribution by the nominee to the beneficial owners by recorded
entry on the books of DTC participants and correspondents. While the
Bonds are in book -entry only form, the Bonds will be available in
denominations of $5,000 or any integral multiple thereof.
3.2. In the event:
3.2.1. DTC determines not to continue to act as securities
depository for the Bonds, or
3.2.2. the County determines that DTC shall no longer so act;
then the County will discontinue maintaining the Bonds in the book -entry only form with
DTC.
3.3. Notwithstanding the provisions regarding exchange and transfer of Bonds
set forth in this ordinance, while the Bonds are in book -entry only form they may not be
transferred or exchanged on the registration books maintained by the Paying Agent
except:
3.3.1. to any successor depository designated by the County as
provided below;
3.3.2. to any successor nominee designated by a depository, or
3.3.3. if the County elects to discontinue maintaining the Bonds in
book -entry only form, the County shall cause the Paying Agent to
authenticate and deliver replacement physical Bonds in fully registered
form in authorized denominations in the names of the beneficial owners or
their nominees; thereafter the provisions set forth in Section 5, below,
regarding registration, transfer and exchange of Bonds shall apply.
3.4. Upon the resignation of any institution acting as depository hereunder, or
if the County determines that continuation of any institution in the role of depository is
not in the best interests of the beneficial owners, the County shall attempt to identify
Page 3 - Resolution No. 96-062
another institution qualified to act as depository hereunder or shall discontinue
maintaining the Bonds in book -entry only form by resolution or ordinance. If the
County is unable to identify such successor depository prior to the effective date of the
resignation, the County shall discontinue maintaining the Bonds in book -entry only form
as provided above.
3.5. With respect to Bonds registered in the registration books maintained by
the Paying Agent in the name of the nominee of DTC, the County 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 Bonds;
3.5.2. the delivery to any participant or correspondent or any other
person of any notice with respect to the Bonds, including any notice of
prepayment;
3.5.3. the selection by DTC of the beneficial interest in Bonds 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 Bonds as shown in the
registration books maintained by the Paying Agent, of any amount with
respect to principal or interest on the Bonds.
3.6. So long as the Bonds 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 Bonds 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 Bonds called for redemption or of any other action premised
on such notice.
3.7. The County shall pay or cause to be paid all principal and interest on the
Bonds 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
County's obligation with respect to payment thereof to the extent of the sum or sums so
paid.
3.8. Upon delivery by DTC to the County 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
Page 4 - Resolution No. 96-062
DTC, and upon receipt of such notice, the County shall promptly deliver a copy thereof
to the Paying Agent. DTC shall tender the Bonds 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
Bonds issued in book -entry only form.
Section 4. Optional Redemption.
4.1. The County reserves the right to redeem all or any portion of the Bonds as
authorized in the Bond Purchase Agreement.
Section 5. Notice of Redemption of Bonds.
5.1. Notice of Redemption (DTC). So long as the Bonds 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 Bonds.
5.2. Notice of Redemption (No DTC). During any period in which the Bonds
are not in book -entry only form, unless waived by any Owner of the Bonds to be
redeemed, official notice of any redemption of Bonds shall be given by the Paying Agent
on behalf of the County 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 Bond or Bonds to be redeemed at the address
shown on the bond register or at such other address as is furnished in writing by such
owner to the Paying Agent. The County 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. if less than all outstanding Bonds are to be redeemed, the
identification (and, in the case of partial redemption, the respective
principal amounts) of the Bonds to be redeemed;
5.2.4. that on the redemption date the redemption price will
become due and payable upon each such Bond or portion thereof called
for redemption, and that interest thereon shall cease to accrue from and
after said date; and
5.2.5. the place where such Bonds are to be surrendered for
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payment of the redemption price, which place of payment shall be the
principal office of the Paying Agent.
Section 6. Authentication, Registration and Transfer.
6.1. No Bond 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 Bonds to be delivered at closing of the Bonds,
and shall additionally authenticate all Bonds properly surrendered for exchange or
transfer pursuant to this resolution.
6.2. The ownership of all Bonds shall be entered in the bond register
maintained by the Paying Agent, and the County and the Paying Agent may treat the
person listed as owner in the bond register as the owner of the Bond for all purposes.
6.3. While the Bonds are in book -entry only form, the Paying Agent shall
transfer Bond principal and interest payments in the manner required by DTC.
6.4. If the Bonds 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 Bondowners as they
appear on the Bond register as of the fifteenth day of the month preceding an interest
payment date (the "Record Date"). If payment is so mailed, neither the County nor the
Paying Agent shall have any further liability to any party for such payment.
6.5. Bonds may be exchanged for an equal principal amount of Bonds of the
same maturity which are in different denominations, and Bonds may be transferred to
other owners if the Bondowner submits the following to the Paying Agent:
6.5.1. written instructions for exchange or transfer satisfactory to
the Paying Agent, signed by the Bondowner or attorney in fact and
guaranteed or witnessed in a manner satisfactory to the Paying Agent and
6.5.2. the Bonds to be exchanged or transferred.
6.6. The Paying Agent shall not be required to exchange or transfer any Bonds
submitted to it during any period beginning with a Record Date and ending on the next
following payment date; however, such Bonds shall be exchanged or transferred promptly
following that payment date.
6.7. The Paying Agent shall note the date of authentication on each Bond.
The date of authentication shall be the date on which the Bondowner's name is listed on
the bond register.
6.8. For purposes of this section, Bonds shall be considered submitted to the
Paying Agent on the date the Paying Agent actually receives the materials described in
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Section 5.5.
6.9. The County may alter these provisions regarding registration and transfer
by mailing notification of the altered provisions to all Bondowners. 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.
Section 7. Form of Registered Bond.
The County may issue the Bonds as one or more typewritten, temporary Bonds
which shall be exchangeable for definitive Bonds when definitive Bonds are required.
The Bond shall be in substantially the form attached hereto as Exhibit A.
Section 8. Maintenance of Tax -Exempt Status.
8.1. The County covenants for the benefit of the owners of the Bonds to
comply with all provisions of the Internal Revenue Code of 1986, as amended (the
"Code") which are required for Bond interest to be excluded from gross income for
federal income tax purposes. The County makes the following specific covenants with
respect to the Code:
8.1.1. The County shall not take any action or omit any action, if it
would cause the Bonds to become "arbitrage bonds" 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 County shall operate the facilities financed with the
Bonds so that the Bonds 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 Bonds shall constitute contracts with the owners of the Bonds, and
shall be enforceable by them.
Section 9. SEC Compliance
Securities and Exchange Commission Rule 15c2-12 (the "Rule") requires that
issuers of bonds send certain financial information and operating data to certain
information repositories annually and provide notice to such repositories and the
Municipal Securities Rulemaking Board of certain material events.
The Finance Director is hereby authorized and directed on behalf of the County
to execute the Continuing Disclosure Certificate (the "Certificate"). The Certificate is
being executed for the benefit of the holders of the Bonds and to assist the underwriter
of the bonds in complying with the "Rule." The County shall comply with the provisions
of the Certificate and the Rule and shall enforce the provisions of the Certificate on
Page 7 - Resolution No. 96-062
behalf of the holders of the Bonds.
Section 10. Defeasance.
The County may defease the Bonds by setting aside, with a duly appointed escrow
agent, in a special escrow account irrevocably pledged to the payment of the Bonds 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 Bonds 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 Bonds shall be paid hereunder,
and shall cease to be entitled to any lien, benefit or security under this Bond Resolution
except the right to receive payment from such special escrow account; such Bonds shall
not for any purpose of this Bond Resolution be deemed outstanding.
Section 11. Bank Designation.
The County does not designate the Bonds as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Code. The County (and all subordinate entities
thereof, if any) reasonably expects to issue more than $10,000,000 of tax-exempt
obligations during the current calendar year.
The foregoing Resolution adopted this 8th day of May, 1996.
ATTEST:
Recording Secretary
Page 8 - Resolution No. 96-062
BOARD OF COUNTY COMMISSIONERS
OF,DESCHUTP_�SOUNTY, OREGON
Chair
*1
BARRY H. SLAUGHTER, Commissioner
A&
ROB RT L. NIPPER, Com s oner
EXHIBIT A
FORM OF BOND
R- $
Deschutes County, Oregon
Limited Tax Improvement Bond, Series 1996
Dated Date:
Interest Rate: %
Maturity Date:
CUSIP Number:
Registered Owner: ----- Cede & Co. -----
Principal Amount: ----- Dollars -----
THE COUNTY OF DESCHUTES, OREGON (the "County"), 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 semiannually on
the first day of December and on the first day of June in each year until maturity or prior
redemption, commencing December 1, 1996. 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 Bond is one of an authorized issue of Bonds by the County entitled Limited
Tax Improvement Bonds, Series 1996, in the aggregate principal amount of $700,000 (the
'Bonds"), and is issued by the County to finance local improvements pursuant to a resolution of
the County, dated <<Resolution Date>> (the "Resolution") and Oregon Revised Statutes Sections
223.205 to 223.295, in full and strict accordance and compliance with all of the provisions of the
Constitution and Statutes of the State of Oregon.
[Term bond provisions, if applicable.]
The Bonds are issuable in the form of registered Bonds without coupons in
denominations of $5,000 or any integral multiple thereof. This Bond may be exchanged for an
equal aggregate principal amount of registered Bonds of the same maturity and of any other
authorized denominations in the manner and subject to the conditions set forth in the Resolution.
[Insert applicable redemption provisions.]
The Bonds maturing on 1, , are subject to mandatory
redemption on 1 in each of the years and in the principal amounts set forth below,
any such redemption to be at a price equal to 100 percent of the principal amount to be redeemed
plus accrued and unpaid interest thereon to the date fixed for redemption. The particular Bonds
Page 1 - Exhibit A (Form of Bond) 9-95
to be redeemed on each such date shall be selected by lot in such manner as the County's paying
agent and registrar, which is currently First Trust Washington (the "Registrar") shall determine.
Year Amount
[The County reserves the right to redeem all or any portion of the Bonds maturing
after 1, , in by lot on 1, , and on any interest payment date
thereafter, at par plus accrued interest to the date fixed for redemption.]
[The County reserves the right to redeem all or any portion of the Bonds then
outstanding by lot on the following dates at the following prices expressed as percentages of the
principal amount, plus accrued interest to the date fixed for redemption:
If Redeemed On: Redemption Price
[Amounts paid to redeem Bonds by optional redemption will be applied to reduce
the amount of Bonds subject to mandatory redemption in order of scheduled mandatory
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
any Bond or Bonds 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 Bonds called
for redemption.
Any transfer of this Bond must be registered, as provided in the Resolution, upon
the bond register kept for that purpose at the principal corporate trust office of the Registrar.
This Bond may be registered only by surrendering it, together with a written instrument of
transfer which is satisfactory to the Registrar and which is executed by the registered owner or his
duly authorized attorney. Upon registration, a new registered Bond or Bonds, 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 County and the Registrar may treat the person in whose name
this Bond is registered on the bond register as its absolute owner for all purposes, as provided in
the Resolution.
Page 2 - Exhibit A (Form of Bond)
9-95
The Bonds are initially issued as a book -entry -only se or*gLissue 'wit� m$)
certificates provided to the Bondowners. Records of Bond 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 Bonds shall be
issued in the form of registered Bonds without coupons in the denominations of $5,000 or any
integral multiple thereof. Such Bonds may be exchanged for Bonds of the same aggregate
principal amount, but different authorized denominations, as provided in the Resolution.
Any transfer of this Bond must be registered, as provided in the Resolution, upon
the bond register kept for that purpose by the Registrar. Upon registration, a new registered
Bond or Bonds, 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 Bond is registered as its absolute owner for all purposes, as
provided in the Resolution.
The Bondowner may exchange or transfer this Bond 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 Bond 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 Bond is a part, and all other obligations of such County, are within every debt
limitation and other limits prescribed by such Constitution and Statutes, and that the Board of
County Commissioners has covenanted to levy annually a direct ad valorem tax upon all taxable
property within the County in an amount sufficient, with other available funds, to pay the interest
on and the principal of the Bonds of such issue as they become due and payable; provided that the
amount of such tax shall not exceed the amount permitted under Section 11 b(1), Article XI of the
Oregon Constitution.
Page 3 - Exhibit A (Form of Bond) 9.95
IN WITNESS WHEREOF, the Board of County Commissioners of Deschutes
County, Oregon, has caused this Bond to be signed by facsimile signature of its Chair and attested
by facsimile signature of its Director of Finance, as of the date indicated above.
Chair
Attest:
Director of Finance
This bond shall not be valid unless properly authenticated by the Registrar in the
space indicated below.
Dated:
Certificate of Authentication
This is one of the County's Limited Tax Improvement Bonds, Series 1996, issued
pursuant to the Resolution described herein.
First Trust Washington, 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 Bond and does hereby irrevocably constitute and appoint
as attorney to transfer this Bond on the books kept
for registration thereof with the full power of substitution in the premises.
Dated:
Page 4 - Exhibit A (Form of Bond)
9-95
NOTICE: The signature to this assignment must correspond with the name of the Registered
Owner as it appears upon the face of this Bond 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 Bond,
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.
Page 5 - Exhibit A (Form of Bond) 9-95