1996-36574-Resolution No. 96-132 Recorded 10/2/1996REVIEW
LE L COUNSEL
RESOLUTION 96-132
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the Issuance
of General Obligation Bonds for the
Construction, Equipping, Furnishing and
Relocation of the County Fairgrounds and
to Pay All Costs Incidental Thereto.
*
WHEREAS, this Board of County Commissioners submitted to the legal voters 6f
the Deschutes County, State of Oregon (the "County"), the question of contracting a general ;.tiy
obligation bonded indebtedness in the aggregate sum of $25,395,000 to finance the construction,
equipping, furnishing and relocation of the County Fairgrounds and to pay all costs incidental
thereto; and
WHEREAS, the election was duly and legally held on September 17, 1996, and
this Board of County Commissioners has canvassed the result thereof and has declared that
issuance of bonds in such sum has been approved by a majority of the qualified voters of the
County voting at the election; now, therefore,
Deschutes County, Oregon, resolves as follows:
Section 1. Issue.
1.1. For the above purposes, the County shall issue its General Obligation Bonds,
Series 1996 (the 'Bonds"), in the amount of Twenty -Five Million Three Hundred Ninety -Five
Thousand Dollars ($25,395,000), to be dated October 1, 1996, to be in denominations of Five
Thousand Dollars ($5,000) or integral multiples thereof, to bear interest payable on June 1 and
December 1 of each year until maturity or prior redemption, commencing June 1, 1997 and to
mature on December 1 of each year as follows unless term Bonds are bid pursuant to the Official
Notice of Bond Sale:
Date Amount Date Amount
1998 $250,000 2008 $1,325,000
1999 375,000 2009 1,475,000
2000 470,000 2010 1,635,000
2001 550,000 2011 1,810,000
2002 635,000 2012 2,000,000
.2003 730,000 2013 2,205,000
2004 830,000 2014 2,430,000
2005 940,000 2015 2,665,000
2006 1,060,000 2016 2,825,000
2007 1,1851000
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Section 2. Bond Book -Entry -Form.
2.1. The Bonds shall be initially issued in book -entry -form, with no'&finds' ling
made available to the Bondowners. The Finance Director shall execute and deliver letters 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 form:
2.1.1. 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. 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.
2.1.2. The Registrar 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 -form, the Bonds will be available in
denominations of $5,000 or any integral multiple thereof.
2.1.3. "Term Bonds" means the Bond payable at or before their specified
maturity date or dates from mandatory sinking fund payments established for that purpose
and calculated to retire such bonds on or before their specified maturity date or dates.
2.2. In the event DTC determines not to continue to act as securities depository
for the Bonds, or the County determines that DTC shall no longer so act; then the County will
discontinue maintaining the Bonds in the book -entry -form with DTC.
2.3. Notwithstanding the provisions regarding exchange and transfer of Bonds set
forth in this Resolution, while the Bonds are in book -entry -form they may not be transferred or
exchanged on the registration books maintained by the Paying Agent except:
2.3.1. to any successor depository designated by the County as provided
below; Is
2.3.2. to any successor nominee designated by a depository; or
2.3.3. if the County elects to discontinue maintaining the Bonds in book -
entry -form, the County shall cause the Paying Agent to authenticate and deliver
replacement Bonds in fully registered form in authorized denominations in the names of
the beneficial owners or their nominees; thereafter the provisions set forth herein,
regarding registration, transfer and exchange of Bonds shall apply.
2.4. 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
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best interests of the beneficial owners, the County shall attempt to identify another institution
qualified to act as depository hereunder or shall discontinue maintaining the Bonds in book -entry -
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 -form as provided above.
2.5. 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:
2.5.1. 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;
2.5.2. the delivery to any participant or correspondent or any other person
of any notice with respect to the Bonds, including any notice of prepayment;
2.5.3. the selection by DTC of the beneficial interest in Bonds to be
redeemed prior to maturity; or
2.5.4. 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.
2.6. So long as the Bonds are in book -entry -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. Neither the County nor the Paying
Agent is responsible or liable for the failure of DTC or any participant to make any payment or
give any notice to a beneficial owner in respect of the Bonds or any error or delay relating thereto.
2.7. 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.
2.8. 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 DTC, and upon receipt of
Page 3 - Resolution 1.NIWR1DE5CHM.CWAIP-%NRES-AM.MC
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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.
2.9. The provisions of this Section may be modified without the consent of the
beneficial owners in order to conform this Section to the standard practices of DTC for bonds
issued in book -entry -form.
Section 3. Mandatory Redemption.
3.1. The Bonds maturing in two or more consecutive maturities may be
designated as Term Bonds pursuant to the bid submitted by the successful bidder. Such Term
Bonds, if any, shall be subject to mandatory redemption pursuant to the serial bond schedule
established in the Official Notice of Bond Sale. Amounts paid to redeem bonds by optional
redemption will be applied to reduce the amount of bonds subject to mandatory redemption, if
any, in order of scheduled mandatory redemption.
Section 4. Optional Redemption.
4.1. The County reserves the right to redeem all or any portion of the Bonds
maturing after December 1, 2006 by lot on December 1, 2006 and on any interest payment date
thereafter, at par plus accrued interest to the date fixed for redemption.
4.2. Amounts paid to redeem bonds by optional redemption will be applied to
reduce the amount of bonds subject to mandatory redemption, if any, in order of scheduled
mandatory redemption.
Section 5. Notice of Redemption of Bonds (DTC).
5.1. So long as the Bonds are in book -entry 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 representation
submitted to DTC in connection with the issuance of Bonds.
Section 6. Notice of Redemption (No DTC).
Is
6.1. During any period in which the Bonds are not in book -entry 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:
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6.1.1. the redemption date.
6.1.2. the redemption price,
6.1.3. 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,
6.1.4. 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
6.1.5. the place where such Bonds are to be surrendered for payment of
the redemption price, which place of payment shall be the principal office of the Paying
Agent.
6.2. Prior to any redemption date, the County shall deposit with the Registrar an
amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds
which are to be redeemed on that date.
6.3. Official notice of redemption having been given as aforesaid, the Bonds or
portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at
the redemption price therein specified, and from and after such date (unless the County shall
default in the payment of the redemption price) such Bonds or portions of bonds shall cease to
bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar at the redemption price. Installments of interest due on or
prior to the redemption date shall be payable as herein provided for payment of interest. Upon
surrender for any partial redemption of any Bonds, there shall be prepared for the registered
owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. All
Bonds which have been redeemed shall be canceled and destroyed by the Registrar and shall not
be reissued.
6.4. In addition to the foregoing notice, further notice shall be given by the
Registrar as set out below, but no defect in said further notice nor any failure to give ail or any
portion of such further notice shall in any manner defeat the effectiveness of a call for redemption
if notice thereof is given as above prescribed.
6.4.1. Each further notice of redemption given hereunder shall contain the
information required above for an official notice of redemption plus (i) the CUSIP
numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally
issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date
of each Bond being redeemed; and (v) any other descriptive information needed to identify
accurately the Bonds being redeemed.
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6.4.2. Each further notice of redemption shall be sent at least 35 days
before the redemption date by registered or certified mail or overnight delivery service to
all registered securities depositories then in the business of holding substantial amounts of
obligations of types comprising the Bonds (such depositories now being Depository Trust
Company of New York, New York, Midwest Securities Trust Company of Chicago,
Illinois, Pacific Securities Depository Trust Company of San Francisco, California and
Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more
national information services that disseminate notices of redemption of obligations such as
the Bonds (such as Financial Information, Inc.'s Financial Daily Called Bond Service;
Interactive Data Corporation's Bond Service; Kenny Information Service's Called Bond
Service; Moody's Municipal and Government; and Standard and Poor's Called Bond
Record.)
6.4.3. Each such further notice shall be published one time in The Bond
Buyer of New York, New York or, if such publication is impractical or unlikely to reach a
substantial number of the holders of the Bonds, in some other financial newspaper or
journal which regularly carries notices of redemption of other obligations similar to the
Bonds, such publication to be made at least 30 days prior to the date fixed for redemption.
6.4.4. Upon the payment of the redemption price of Bonds being
redeemed, each check or other transfer of funds issued for such purpose shall bear the
CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the
proceeds of such check or other transfer.
Section 7. Authentication, Registration and Transfer.
7.1. 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.
7.2. The ownership of all Bonds shall be enterJd 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. - y
7.3. While the bonds are in book -entry -form, the Paying Agent shall transfer Bond
principal and interest payments in the manner required by DTC.
7.4. If the Bonds cease to be in book -entry -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.
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01557012�5ut�
7.5. 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:
7.5.1. 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
7.5.2. the Bonds to be exchanged or transferred.
7.6. Bonds shall be considered submitted to the Paying Agent on the date the
Paying Agent actually receives these materials described above.
7.7. 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.
7.8. 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.
7.9. 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 S. Security.
8.1. 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. The County shall
levy annually, as provided by law, a direct ad valorem tax upon all of the taxable property within
the County, without limit as to rate or amount, in sufficient amount, after taking into
consideration discounts taken and delinquencies that may occur in the payment of suc� taxes and
other monies available for the payment of debt service on the Bonds, to pay the Bonds promptly
as they mature, and 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 9. Maintenance of Tag -Exempt Status.
9.1. 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 taxation purposes
(except for certain taxes on corporations), unless the County obtains an opinion of nationally
]:UtDR�DESCHIJ[E.(�FAtR96�RE&AVIi{.DOC
Page 7 - Resolution
recognized Bond Counsel that such compliance is not required for the interest paid on the Bonds
to be so excluded. The County makes the following specific covenants with respect to the Code:
9.1.1. 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 to the United States which are required by Section 148(f) of the Code.
9.1.2. 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.
9.1.3. The County shall comply with all reporting requirements
9.1.4. The County shall pay any required rebates to the federal
government.
9.1.5. 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 10. Bonds Are Not Qualified Tax -Exempt Obligations.
10.1. The County does not designate the Bonds as qualified tax-exempt
obligations pursuant to Section 265(b)(3) of the Code. The County expects to issue more than
$10,000,000 of tax-exempt obligations during the current calendar year.
Section 11. Rebate
11.1. The District (and all subordinate entities thereof, if any) reasonably expects
to issue tax-exempt obligations in calendar year 1996. which have an aggregate face amount of
more than $5,000,000. Accordingly, the District hereby covenants to pay to the United States
any rebates required to be paid in connection with the Bonds, unless the District otherwise
qualifies for an exemption, under Section 148(f) of the Code.
Section 12. SEC Compliance 14
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
Page 8 -Resolution J.WR\DESCHUM.CWAIR %\RES-AUM.MC
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 behalf of the holders of the Bonds.
Section 13. Defeasance.
13.1. 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 14. Advisors.
14.1. Seattle -Northwest Securities Corporation is hereby retained as the County's
financial advisor and Preston Gates & Ellis is retained as the County's bond counsel.
Section 15. Sale.
15.1. The County Finance Director shall cause to be published in The Bulletin,
Bend, Oregon, and in the Daily Journal of Commerce, Portland, Oregon, and The Bond Buyer,
New York, New York notices of sale of the Bonds in the form substantially as shown on Exhibit
A attached hereto and by this reference incorporated herein, or summaries, as provided by law.
The Bonds shall be sold upon a determination of the best bid by the Finance Director in
consultation with the County's bond counsel and financial advisor pursuant to the terms provided
in the Notice of Bond Sale attached as Exhibit A(1). The Bonds shall be sold on the date and at
the time and place stated in Exhibit A, unless the Chair or Finance Director establishes a different
date, time, or place.
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IL Q
Adopted by the unanimous vote of the Board of County Commissioners, with a
quorum in attendance, this 2nd day of October, 1996.
BOARD OF COUNTY COMMISSIONERS OF
DESCHUTES COUNTY, OREGON
Chair
v
�l
Barry H. Sl ughter, Commissioner
Robert L. Nipper, Commissioner
Attest:
Recording Secretary
V
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i,aiv�'i.c. v
Exhibit A (1)
Official Notice of Bond Sale
$25,395,000
Deschutes County, Oregon
General Obligation Bonds
Series 1996
NOTICE IS HEREBY GIVEN that sealed bids will be received on behalf of the
Deschutes County, Oregon (the "County"), for the purchase of its General Obligation Bonds,
Series 1996 (the "Bonds"), until 10:00 o'clock a.m. (Pacific Time) on October 17, 1996, at the
offices of Preston Gates & Ellis, 3200 U.S. Bancorp Tower, 111 S.W. Fifth Avenue, Portland,
Oregon 97204, at which time they will be publicly opened and announced.
The bids shall be considered and acted upon by the County within four hours.
ISSUE. The issue shall be in the aggregate principal amount of Twenty -Five
Million Three Hundred Ninety -Five Thousand Dollars ($25,395,000), consisting of registered
Bonds in denominations of Five Thousand Dollars ($5,000) or integral multiples thereof, all dated
October 1, 1996_
BIDDING CONSTRAINTS: All bids must be for not less than all the Bonds
hereby offered for sale, and for not less than 1000/6 of the par value thereof and accrued interest to
the date of delivery. The maximum interest rate shall not exceed a true interest cost of seven
percent (70/6) per annum. Interest is payable semiannually on June 1 and December 1 of each year
until maturity or prior redemption, commencing June 1, 1997. Bidders must specify the interest
rate or rates which the Bonds hereby offered for sale shall bear. The bids shall comply with the
following conditions: (1) each interest rate specified in any bid must be a multiple of 1/8th or
1/20th of one percent (10/9); (2) no Bond shall bear more than one rate of interest; (3) each Bond
shall bear interest from its date to its stated maturity date at the interest rate specified in the bid;
(4) all Bonds maturing at any one time shall bear the same rate of interest; and (5) no rate of
interest may exceed 8%.
,An»a%Metnm.cov+Ane.vix.noc
Page 11 — Exhibit A (Official Notice of Bond Sale)
MATURITIES: The Bonds shall mature on December 1 of each year as follows:
Date
amount
Date
Amount
1998
$250,000
2008
$1,325,000
1999
375,000
2009
1,475,000
2000
470,000
2010
1,635,000
2001
550,000
2011
1,810,000
2002
635,000
2012
2,000,000
2003
730,000
2013
2,205,000
2004
830,000
2014
2,430,000
2005
940,000
2015
2,665,000
2006
1,060,000
2016
2,825,000
2007
1,185,000
OPTIONAL DESIGNATION OF TERM BONDS AND MANDATORY
REDEMPTION: The successful bidder may designate one or more term Bonds, which consist of
two or more consecutive maturities, which mature on the maturity date of the last of the
consecutive maturities in an amount equal to the sum of the consecutive maturities, and which are
subject to mandatory redemption at par and by lot in amounts equal to the consecutive maturities
which were combined into term Bonds.
OPTIONAL REDEMPTION: The Bonds shall be subject to redemption, in whole
or in part, at the option of the County, on December 1, 2006 and on any interest payment date
thereafter at par plus accrued interest to the date of redemption upon prior written notice as
hereinafter provided.
Amounts paid to redeem bonds by optional redemption will be applied to reduce
the amount of bonds subject to mandatory redemption, if any, in order of scheduled mandatory
redemption.
NOTICE OF REDEMPTION: Notice of any call for redemption, unless waived
by the holders of the Bonds to be redeemed, shall be given as required by the Letter of
Representations to The Depository Trust Company or shall be mailed not less than thirty days and
not more than sixty days prior to such call to the registered owners of the Bonds, and otherwise
given as required by the authorizing Bond Resolution and by law; however, any failure to give
notice shall not invalidate the redemption of the Bonds. All Bonds called for redemptionshall
cease to bear interest from the date designated in the notice.
BOOK ENTRY ONLY: The Bonds are to be issued in registered, book -entry
form only and all bidders of the Bonds must be participants of The Depository Trust Company,
New York, New York, or affiliated with its participants. The certificates will be on deposit with
The Depository Trust Company, The Depository Trust Company will be responsible for
maintaining a book -entry system for recording the interest of its participants for the transfer of the
MKUKUes MM.00WJU& 6S-AU7H DOC
Page 12 - Exhibit A (Official Notice of Bond Sale)
interests among its participants. The participants will be responsible for maintaining records
regarding the beneficial ownership interest in the bonds on behalf of the individual purchasers.
Individual purchases may be made in the principal amount of $5,000, or any multiple thereof
through book entries made on the books and records of The Depository Trust Company and its
participants.
REGISTRATION: The Bonds will be issued in fully registered form, and may be
exchanged at the expense of the County for similar Bonds of different authorized denominations.
Bonds may not be converted to bearer form.
PAYMENT: Principal and interest are payable, either at maturity or upon earlier
redemption, by check or draft through the principal corporate trust office of the registrar and
paying agent of the County, which is currently First Trust National Association, in Portland,
Oregon.
PURPOSE: The Bonds are being issued to finance the construction, equipping,
furnishing and relocation of the County Fairgrounds and to pay all costs incidental thereto. The
Bonds were authorized at a regular election held within the County on September 17, 1996.
SECURITY: The Bonds are general obligations of the County. The County has
covenanted to levy an ad valorem tax annually without limit as to rate or amount, which, with
other available funds, will be sufficient to pay Bond principal and interest as they come due.
BOND INSURANCE: Application will be made for qualification of the Bonds for
debt service insurance. If the Bonds qualify for municipal bond insurance, any purchase of such
policy shall be at the sole option and expense of the bidder. Failure of the Bonds to be so insured
or of any such policy to be issued shall not in any manner relieve the successful bidder of his
contractual obligations arising from the acceptance of his proposal for the purchase of the Bonds.
LEGAL OPINION: The approving opinion of Preston Gates & Ellis, Bond
Counsel, of Portland, Oregon, will be provided at no cost to the purchaser.
TAX-EXEMPT STATUS: In the opinion of Bond Counsel, under existing law
and conditioned on the County complying with certain covenants relating to the tax-exempt status
of the Bonds, interest on the Bonds is excluded from gross income for federal income tax
purposes (except for certain taxes on corporations). The Bonds are not "private activity bonds"
under Section 141 of the internal Revenue Code of 1986, as amended (the "Code").
In the opinion of Bond Counsel, the interest on the Bonds is exempt from personal
income taxation by the State of Oregon under present state law.
Bond Counsel expresses no opinion regarding other federal or state tax
consequences arising with respect to the Bonds.
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DELIVERY' Closing will occur in Portland, Oregon. Delivery of the bonds will
be made without cost to The Depository Trust Company, New York, New York, on or about
October 29, 1996_ Payment for the bonds must be made in funds immediately available.
BEST BID: The Bonds will be awarded to the responsible bidder whose proposal
will result in the lowest true interest cost to the County. True interest cost will be determined by
doubling the semiannual interest rate necessary to discount the debt service to October 1, 1996,
and the price bid for the Bonds. Each bidder is requested to supply the total interest cost and the
true interest cost that the County will pay upon the issue if the bid is accepted. The purchaser
must pay accrued interest, computed on a 360 -day basis, from the date of the Bonds to the date of
delivery.
CERTIFICATE OF REOFFERING PRICE: The successful bidder shall provide
the County's financial advisor with the reoffering prices and yields within twenty-four hours after
award of the bid. The reoffering prices and yields so provided will be printed on the cover of the
final official statement. In addition, the successful bidder must provide a certificate, satisfactory
to Bond Counsel, containing information which will permit Bond Counsel to determine the "issue
price" of the series, and verifying the accuracy of the reoffering prices and yields which were
certified to the County's financial advisor, not later than seven business days prior to the closing.
Failure to provide the reoffering prices and yields, or the certificate satisfactory to Bond Counsel,
may result in cancellation of the sale and forfeiture of the successful bidder's good faith deposit.
FORM OF BID: Bids must be for all Bonds, and for not less than the minimum
bid price, plus accrued interest to the date of delivery. Each bid must be signed and may be
submitted on the optional bid form enclosed in the preliminary official statement. Bids may be
telecopied or delivered to the County in care of its bond counsel, Preston Gates & Ellis at
503-248-9085 (fax). Bids which are delivered must be enclosed in a sealed envelope addressed to
the County, which is clearly marked as a proposal for the Bonds. The County requests that any
firm planning to telecopy a bid contact Bond Counsel at least one business day prior to the sale.
Bidders electing to telecopy bids bear all risk of failure of the bid to be received by the County in
a timely manner, and any inaccuracies that result from lack of clarity in the telecopied bid which
the County receives.
GOOD FAITH DEPOSIT - CHECK OR FINANCIAL SURETY BOND: Each
bid must be accompanied by a good faith deposit in the amount of Five Hundred Thousand
Dollars ($500,000). The good faith deposit must be in the form of a certified or cashier's check
drawn on a bank doing business in the State of Oregon or a financial surety bond and payable to
the order of the'County. The good faith deposit will be held by the County as security against any
loss resulting from the failure of the bidder to comply with the terms of its bid. The good faith
deposit will be forfeited to the County as liquidated damages in case the bidder to whom the
Bonds are awarded withdraws its bid or fails to complete its purchase of the Bonds in accordance
with the terms thereof, including any failure to purchase the Bonds resulting from the inability of
the bidder to secure delivery of an insurance policy submitted as part of its bid for the purchase of
the Bonds.
7:LLlDR1DESCNVPE,CO'+PNA.96WS-AUIN.DOC
Page 14 - Exhibit A (Official Notice of Bond Sale)
r
If a check is used as good faith deposit, the check must accompany the bid. If a
financial surety bond is used as the good faith deposit, such financial surety bond must be
submitted to the County prior to the opening of the bids. The issuer of the financial surety bond
must be rated in the highest rating category by Moody's Investors Service, Inc., by Standard &
Poor's Corporation, or by Fitch Investors Service, Inc., and must identify the bidder whose good
faith deposit is guaranteed by such financial surety bond. If the Bonds are awarded to a bidder
utilizing a financial surety bond as the good faith deposit, then not later than 2:00 p.m. (Pacific
Time) on October 18, 1996 the successful bidder must send by electronic wire transfer to such
account as the County shall specify, immediately available funds in an amount equal to the good
faith deposit. If such wire transfer is not received from the successful bidder by 2:00 p.m. on
October 18, 1996 the financial surety bond may be immediately drawn. upon by the County to
satisfy the good faith deposit requirement.
The County reserves the right to cash the good faith deposit check of the
successful bidder, or to retain any good faith deposit delivered by electronic wire transfer,
immediately upon receipt thereof by the County. The County shall be entitled to retain for the
sole and exclusive use and benefit of the County all investment earnings derived from the good
faith deposit prior to the delivery of the Bonds, and in no event shall the successful bidder be
entitled to any such investment earnings (whether by means of a credit or otherwise).
Upon delivery of the Bonds, the successful bidder will receive a credit against the
purchase price of the Bonds in an amount equal to the good faith deposit. Checks representing
the good faith deposits of the unsuccessful bidders will be promptly returned by the County.
NOT BANK QUALIFIED: The County has not designated the Bonds as
"qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code
of 1986, as amended.
RIGHT OF REJECTION: The County reserves the right to reject any or all bids,
and to waive any irregularities.
OFFICIAL STATEMENT AND FURTHER INFORMATION: Further
information and a preliminary official statement relating to the Bonds will be provided upon
request -to its financial advisor, Seattle -Northwest Securities Corporation, 1000 S.W. Broadway,
Suite 1800, Portland, OR 97205, Attention: Cindy Duley, telephone: (503) 275-8308.
COMPLIANCE WITH SEC RULES: The County agrees to provide the
successful bidder for the Bonds with sufficient copies of the official statement for the Bonds to
comply with federal regulations, in a form "deemed final" by the County at the expense of the
County, and such additional copies as the successful bidder may request in its bid form at the
expense of the bidder, not later than the seventh business day following the date on which bids are
due. Bidders should expect that the official statements will not be available prior to the seventh
business day following the date on which bids are due, and should not issue confirmations which
request payment prior to that date. This provision will constitute a contract with the successful
Page 15 - Exhibit A (Official Notice of Bond Sale) J.,\RDR\DESCHUrE.CO\FAIR96ULESAV[H.DOC
0155- k��
bidder upon acceptance of its bid by the County, in compliance with Section 240.15c2 -12(b)(3) in
Chapter II of Title 17 of the Code of Federal Regulations.
The County further covenants and agrees to enter into a written agreement or
contract, constituting an undertaking to provide ongoing disclosure about the County, for the
benefit of the Bondholders on or before the date of delivery of the Bonds as required by
Section (b)(5)(i) of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), which
undertaking shall be a part of the Resolution and in the form as summarized in the Preliminary
Official Statement, with such changes as may be agreed to in writing by the Underwriter. The
County is in full compliance with each and every undertaking previously entered into by it
pursuant to the Rule.
POTENTIAL BID: The financial advisor may submit a bid or participate in a
bidding syndicate.
CUSIP: CUSIP numbers will be imprinted upon all Bonds of this issue at the
County's expense. Failure to print, or improperly imprinted numbers will not constitute basis for
the purchaser to refuse to accept delivery.
NO LITIGATION: At the time of payment for the delivery of said Bonds, the
County will furnish the successful bidder a certificate that there is no litigation pending affecting
the validity of the Bonds.
FURTHER INFORMATION: Additional information regarding the County and
this sale may be obtained from Marty Wynne, Finance Director, Deschutes County, 1164 N.W.
Bond Street, Bend, Oregon 97701, telephone (541) 388-6570.
Finance Director
Deschutes County, Oregon
Is
Page 16 - Exhibit A (Official Notice of Bond Sale) 1.\RDR\DESCHUCE.CaTAlI 96%RES-AUrH.DOC
Exhibit A(2)
Summary Notice of Bond Sale
$25,395,000
Deschutes County, Oregon
General Obligation Bonds
Series 1996
NOTICE IS HEREBY GIVEN that sealed bids will be received on behalf of
Deschutes County, Oregon (the "County"), at the office of Preston Gates & Ellis, Lawyers,
Suite 3200, 111 S.W. Fifth Avenue, Portland, Oregon, 97204, until 10:00 o'clock a.m. (Pacific
Time) on Thursday,
October 17, 1.996.
The Bonds will be dated October 1, 1996, will be in denominations of $5,000 each
or integral multiples thereof, and will mature in varying amounts from December 1, 1998 to
December 1, 2016, inclusive, and are callable on December 1, 2006 at par.
In the opinion of Preston Gates & Ellis, Bond Counsel, assuming compliance by
the County with its covenants relating to the tax-exempt status of the Bonds and except for
certain taxes on the book income of corporations, interest on the Bonds is excluded from gross
income for federal income taxation and is exempt for Oregon personal income taxation purposes.
The Bonds are not private activity bonds.
The successful bidder must certify the reoffering price as provided in the complete
Official Notice of Bond Sale for the Bonds.
The County has not designated the Bonds as "qualified tax-exempt obligations"
pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
Complete copies of the Official Notice of Bond Sale will be published in the Daily
Journal of Commerce on October 4, 1996 and in the Preliminary Official Statement for the
Bonds, which is available from the County's financial advisor: Seattle -Northwest Securities
Corporation, 1000 SM. Broadway, Suite 1800, Portland, Oregon 97205, telephone, 275-8308,
Attention: Cindy Duley.
Deschutes County, Oregon
Page 1 - Exhibit A(2) (Summary Notice of Bond Sale) J -.%M WCHUiE.CMA1&"Uk9S-At MM0C
############################################################################################
Exhibit B
Form of Bond
No. R -
United States of America
Deschutes County, Oregon
General Obligation Bond
Series 1996
Interest Rate: %
Maturity Date: ,
Certificate Date: October 1, 1996
CUSIP Number: -
Registered Owner: --------------- ------
Principal Amount: ---- DOLLARS ----
Deschutes County, Oregon (the "County"), for value received, acknowledges itself
indebted and hereby promises to pay to the registered owner hereof, or registered assigns, the
principal amount indicated above on the above maturity date together: with interest thereon from
the date hereof at the interest rate per annum indicated above, computed on the basis of a 360 -day
year of twelve 30 -day months. Interest is payable semiannually on the first day of June and the
first day of December in each year until maturity or prior redemption, commencing June 1, 1997.
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 a duly authorized series of bonds aggregating $25,395,000 in
principal amount designated as General Obligation Bonds, Series 1996 (the "Bonds"). The Bonds
are issued to finance the construction, equipping, furnishing and relocation of the County
Fairgrounds and to pay.all costs incidental thereto. The Bonds are issued under and pursuant to a
Resolution of the County adopted on October 2, 1996 (the 'Resolution"), and in full and strict .
accordance and compliance with all of the provisions of the Constitution and Statutes of the State
of Oregon.
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.
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 B (Form of Bond) J -.WP )=HM.CWUP-MHS-AUM.noc
to be redeemed on each such date shall be selected by lot in such manner as the Registrar shall
determine.
Year
Amount
The Bonds shall be subject to redemption, in whole or in part, at the option of the
County, on December 1, 2006 and on any interest payment date thereafter at par plus accrued
interest to the date of redemption upon prior written notice as hereinafter provided.
Amounts paid to redeem bonds by optional redemption will be applied to reduce
the amount of bonds subject to mandatory redemption, if any, 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 Bond Resolution.
Interest on any Bond or Bonds so called for redemption shall cease on the redemption date
designated in the notice. The Issuer's paying agent and registrar, which is currently First Trust
National Association, in Portland, Oregon (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.
y
The Bonds are initially issued as a book -entry -only security issue with no
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 Bond 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
Page 2 - Exhibit B (Form of Bond))'\RDR\DBSCHUrE.co\FAIRA\RES-AUCH.DDc
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[ and the Charter of the
County]; that the issue of which this bond is a part, and all other obligations of the County, are
within every debt limitation and other limit prescribed by such Constitution, Statutes[ and
Charter]; and that the County has covenanted to levy a tax upon all taxable property within the
County in an amount sufficient, with other available funds, to pay when due the interest on and
the principal of the bonds.
IN WITNESS WHEREOF, the Board of County Commissioners of the Deschutes
County, Oregon, has caused this bond to be signed by facsimile signature of its Chair and attested
by facsimile signature of its Finance Director, as of the date indicated above.
Deschutes County, Oregon
Nancy Pope Schlangen, Chair
Marty Wynne, Finance Director
This Bond shall not be valid unless properly authenticated by the Registrar in the
space indicated below.
Dated:
It
Page 3 - Exhibit B (Form of Bond) J.'=K%DESCH=.00TAM9MS-AUIH.DM
�V�hCrV
Certificate of Authentication
This is one of the Deschutes County, Oregon General Obligation Bonds, Series
1996, issued pursuant to the Resolution described herein.
First Trust 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 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:
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
11
(Bank, Trust Company or Brokerage Firm)
Authorized Officer
##*#****#####**############*####*#**############**###*#######**####*##**#*##################
Page 4 - Exhibit B (Form of Bond) JA1WP\DESCH rE.cWAW_%\U5-A N..WC
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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
as custodian for
CUST UL OREG
(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.
0
It
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Page 5 - Exhibit B (Form of Bond) ,:VtDR\DESCHLI E.CO\FAIR96\RES-w(IIH.DOC