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38-53-Resolution Recorded 7/15/1981VOL 3 PdGE 5I IN THE BOARD OF COUNTY COMMISSIONERS OF THE STATE OF OREGON Cf ` FOR DESCHUTES COUNTY Q RAS -.4` F In the Matter of Proceedings of ) RESOLUTION APPOINTINSCyUFS the Seventh Mountain County ) FINANCIAL ADVISOR COU rTFRS Service District ) VVI; sqV Olt This matter came before the regular term of the Board of County Commissioners acting as the governing body of the Seventh Mountain County Service District on May Q (, 1981. WHEREAS: 1. The Board finds that it is in the best interest of the District to issue general obligation bonds to refinance its $600,000 issue of general obligation municipal improvement warrants currently outstanding; 2. The Board finds that it is in the best interest of the District to issue general obligation bonds in the additional amount of $225,000 to pay for additional costs incurred in the construction of its wastewater treatment system, to pay the costs incident to the bond issue and to pay the accrued interest on the outstanding municipal improvement warrants; 3. First National Bank of Oregon has made a written proposal to act as the District's financial advisor in connection with the proposed $825,000 issue of general obligation bonds. A copy of that proposal is attached as Exhibit A, incorporated herein by this reference. The proposal is acceptable to the Board; 4. This agreement is exempted from competitive bidding requirements by OAR 127-10-010(2), being a contract exclusively for personal services and materials incidental thereto; NOW THEREFORE, it is hereby resolved that the Chairman of the Board of County Commissioners acting as the governing body of the Seventh Mountain County Service District is authorized on behalf of said District to accept the proposal as set forth in Exhibit A attached to this resolution and incorporated here by this reference. DATED this C26 day of May, 1981. DISTRIBUTION: Howard Kraus, Dist. Engineer Louis B. Dvorak, Counsel County Treasurer BOARD OF COUNTY COMMISSIONERS acting as the governing body of the Seventh Mountain County Service District 0/�. t, nom/ n_ CLAY R1 A Weslern Bancoiporalioi dank FIRST NATIONAL, VOL 38PAGE 54 BANK OF OREGON HEADQUARTERS, 1300 B.W. FIFTH AVE.NUF'. p O BOX 3131, PORTLAND, OREGON 87208 April 14,, 1981 Inn at Seventh Mountain Service District c/o Mr. Howard Kraus, District Engineer Kraus Dalke, Consulting Engineer-, P. 0. Box 790 Redmond, Oregon 97756 RE: FINANCIAL CONSULTING AGREEMENT First National Bank of Oregon, (herefter, the "Bank") appreciates being selected as the financial advisor for the sale of approximately $825,000 General Obligation Bonds by the Service District (hereafter, the "District"). This letter constitutes an agreement between the Bank and the District upon the execution by both parties of the la,>t Nage of this letter. Scope of the Bank's Services r The Bank agrees to provide for Lie {oilowinil services in connection with the bond sale: 1) Advising regarding issue stxl,o,,-i- (maturity schedule, redemption features, etc,), and timing of the i 2) Suggesting provisions zn(i. c•.)nstr 7i +c, -f+jr the bond resolution and notice of sale. 3) Preparing the Official St,:ri:1 liar;;: "L-uno prospectus) assuring conformance wi th the Oregon Di scl osurl i i1 s i oer. 4) Coordinating the production, prirtt,oq and distribution of the Official Statement to bond underwriteas ani`. aealer,s. 5) Analyzing the sale bid, 1i ';LIr- ..0I!fc,r'111a11ce to the bidding constraints and to verify the interest ,; c. )iw,-e the Bank expects to participate in the bidding, recommendation, re,l<itnd i;o the successful bidder would be made by bond counsel, , u) Coordinating the closing and deliv,.ry of the bonds, EXHIBIT A Page 1 of 3 VOL 38PAGE 55 inn at ',t,venth ;I, ,r;i,;l , , • April 14, 101 dowmerct i',lgc l 00"I"L Fa MICS fiIAIxc ides{)on�ihilitic5 �:,+ t1';r� 'i��t�-ir r 1) The 11nkric I urtion to "wl .;v , l lah1v in the Ank data and reports that Lhe WNW or h,as ur ili,q hereafter develop that Orutin to tho lrropardtio "I the hind ,r1v or that arc, r6rrlUc5t,vd by the Bank in {aer fornrinq ri r epvir: , .Ir ;r ribud above. The District furt,hur• agrees t; ;.k;;porate wit.11 the Bank in making tho management: qf I he Di stet n, _;' ; y a ahl i Or %uch conferences and conqu I tati ons, a:. 'nay he h. ; . ,',,;ry to iu,r'l or w Lhe ery i cr,s roqu i rull by i'.h k rlclr'r=1'iiinra I. . ?) They DAUM tri l: l ,aclrec '_ that IM i r nc m P" vxpenses that 011 be the r eeslronn i h i l i tv of the la rr,cei vi nt{ written consent forill.thr! i1=!nk flotentiillllnderviritino i{l,Ic' Fhe Wtrlr,t. uncir=r=,taurr=, tlr, (Iffur r ii , hid 1'.o unrlc r- wri to the hclndn at i hu id) i i � r i l I r.ol ,ent : t o the 11=10 ' F 1'a1"til.il),lti01) In 11;1 f � Cnnrpens��t.ion I�r Lh(-, ovili , thk' 1�;� �d� , �� t.. I���,t.ril ( ,r.c to I)av We. Bank ,a toto I i -r f1. I..y=I)inrl or- pri nti nq the Official brair,r: rt r i' rr Ir;r{r,:Y the cosi. of dis- t.ri but.i n , tho ,'i , I r If ('or rrny r'oac.;;r. i i,r tqrr,,,,' tancr � rfo trot invtiivo a fallrrlr n'F il, con tract.e'd her-eit� We Distric P Ampv , 1 K1,eri',,._, 'r=, i'stahIished lhov(' and t,h;' I'•r'rl 1:,� t; ,'t I� t .)II mat'vrialS irropart';l !,v thi hr,1; i , { a r r= ,)f hre1 d r .) hr' t.ht� ra,,.,i,,,,,,., i. ► , , i,,r ; r� � t �; ,111 arc cr�rr,rl �,rrvi r c' hrrr i n , ,►rirct: 5 i n ,,r i,i•t I ,f 'i t', ,; � �, , EXHIBIT A Page 2 of 3 VOL 38nu 56 Seventh Mountain County Service District May 27, 1981 Page 2 Responsibilities of the District 1) The District agrees to make available to the Bank data and reports that the District or management has or may hereafter develop that pertain to the preparation of the bond sale or that are requested by the Bank in performing all services described above. The District further agrees to cooperate with the Bank in making the management of the District available for such conferences and consultations as may be necessary to perform the services required by this agreement. 2) The District agrees that it will incur no expenses that will be the responsibility of the Bank without first receiving written consent from the Bank. Potential Underwriting Role The District understands that the Bank intends to offer its bid to underwrite the bonds at the public sale and the District consents to the Bank's participa- tion in the sale. Compensation In the event the bonds are sold at public sale, the District agrees to pay the Bank a total fee of $2,800, not including the cost of typing or printing the Official Statement or the bonds. This fee includes the cost of distributing the Official Statement. If for any reason the bonds are not sold and the circumstances do not involve a failure by the Bank to provide the services as contracted herein, the District agrees to reimburse the Bank for its expenses as established above and the Bank agrees to surrender to the District all materials prepared by the Bank on behalf of the District. If the failure of the sale is held to be the responsibility of the Bank, the Bank forfeits all accrued service charges which relate to that sale. The Bank, in consideration of the fees contracted for herein, agrees to exercise its best efforts on the District's behalf. Communications All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if delivered or [nailed, postage paid, to the following addresses: Exhibit A Page 2 of 3 01 0 VOL 30PAGE 57 Inn at Seventh Mountain Service ?i.rrict April 14, 1981 Page 3 Communications All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, postage paid, to the following addresses: Financial Consultant: Ptiolic Finance Group T-15 First National Bank of Oregon P 0. Box 3131 Portland, Oregon 97208 a F4 tic aN.., District; lm! at Seventh Mountain/Service District c/o Mr. Howard Kraus, District Engineer Kraus, Dalke, Consulting Engineers P. 0. Box 790 Redmond, Oregon 97756 Duration and Termination This agreement shall be effective until the District's bonds are sold. Performance of the services described in this agreement shall be initiated immedi4tely capon the date of execution of this agreement. This agreement shall be binding upon and inure to the successors--in-interest of each of the parties hereto, but shall not be assignable by either party without the express written consent of the other party in this agreement. Either party may terminate this agreement upon written notice to the other party. All direct expenses incurred by the Bank on behalf of the District will be reimbursed by the District. All materials prepared by the Bank up to the date of termination will become property of the District and the District shall reimburse the Bank at the rate of $67.50 per hour for chargeable time oxpended in preparation of the materials submitted to the District. OF rVe CGtiry% FIRST NATIONAL BANK OF OREGON INN *T SEVENTH MOUNTAIN"SERVICE DISTRICT By 'Y lzL,By Title:' Assistani fl ce President Title Date EXHIBIT A Page 3 of 3 0 AMatern Bancorporation Bank FIRST NATIONAL VOL 38PACE 58 • BANK OF OREGON HEADQUARTERS 1300 5. W. FIFTH AVENUE. P.O. B O X 3 1 3 1, PORTLAND. OREGON 97208 May 27,'1981 Seventh Mountain County Service District c/o Lou Dvorak 126 N. E. Franklin Avenue Bend, Oregon 97701 RE: FINANCIAL CONSULTING AGREEMENT First National Bank of Oregon, (hereafter, the "Bank") appreciates being selected as the financial advisor for the sale of approximately $825,000 General Obligation Bonds by the Service District (hereafter, the "District"). This letter constitutes an agreement between the Bank and the District upon the execution by both parties of the last page of this letter. Scope of the Bank's Services The Bank agrees to provide for the following services in connection with the bond sale: 1) Advising regarding issue structure (maturity schedule, redemption features, etc.), and timing of the sale. 2) Suggesting provisions and constraints for the bond resolution and notice of sale. 3) Preparing the Official Statement (bond prospectus) assuring conformance with the Oregon Disclosure Guidelines. 4) Coordinating the production, printing and distribution of the Official Statement to bond underwriters and dealers. 5) Analyzing the sale bids to assure conformance to the bidding constraints and to verify the interest cost. Since the Bank expects to participate in the bidding, recommendations relating to the successful bidder would be made by bond counsel. 6) Coordinating the closing and delivery of the bonds. . VOL 38WE 59 Seventh Mountain County Service District May 27, 1981 Page 2 Responsibilities of the District 1) The District agrees to make available to the Bank data and reports that the District or management has or may hereafter develop that pertain to the preparation of the bond sale or that are requested by the Bank in performing all services described above. The District further agrees to cooperate with the Bank in making the management of the District available for such conferences and consultations as may be necessary to perform the services required by this agreement. 2) The District agrees that it will incur no expenses that will be the responsibility of the Bank without first receiving written consent from the Bank. Potential Underwriting Role The District understands that the Bank intends to offer its bid to underwrite the bonds at the public sale and the District consents to the Bank's participa- tion in the sale. Compensation In the event the bonds are sold at public sale, the District agrees to pay the Bank a total fee of $2,800, not including the cost of typing or printing the Official Statement or the bonds. This fee includes the cost of distributing the Official Statement. If for any reason the bonds are not sold and the circumstances do'not involve a failure by the Bank to provide the services as contracted herein, the District agrees to reimburse the Bank for its expenses as established above and the Bank agrees to surrender to the District all materials prepared by the Bank on behalf of the District. If the failure of the sale is held to be the responsibility of the Bank, the Bank forfeits all accrued service charges which relate to that sale. The Bank, in consideration of the fees contracted for herein, agrees to exercise its best efforts on the District's behalf. Communications All notices, requests, demands and other communications permitted or required hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed, postage paid, to the following addresses: i • VOL 38PAU 60 Seventh Mountain County Service District May 2.7, 1981 Page 3 Financial Consultant: Public Finance Group T-15 First National Bank of Oregon P. 0. Box 3131 Portland, Oregon 97208 District: Duration and Termination Seventh Mountain County Service District c/o Lou Dvorak 126 N. E. Franklin Avenue Bend, Oregon 97701 This agreement shall be effective until the District's bonds are sold. Performance of the services described in this agreement shall be initiated immediately upon the date of execution of this agreement. This agreement shall be binding upon and inure to the successors -in -interest of each of the parties hereto, but shall not be assignable by either party without the express written consent of the other party in this agreement. Either party may terminate this agreement upon written notice to the other party. All direct expenses incurred by the Bank on behalf of the District will be reimbursed by the District. All materials prepared by the Bank up to the date of termination will become property of the District and the District shall reimburse the Bank at the rate of $67.50 per hour for chargeable time expended in preparation of the materials submitted to the District, FIRST NATIONAL BANK OF OREGON Title: Assistant Vice President SEVENTH MOUNTAIN COUNTY SERVICE DISTRICT !mit Title D. te.�