2004-1155-Resolution No. 2004-105 Recorded 8/31/2004COUNTY OFFICIAL
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NANCYDESCHUTES
COUNTY CLERKDS 1�y (.o04-1155
COMMISSIONERS' JOURNAL 08/3112004 04;48;55 PM
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VIEWE 2004-1
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LEGAL COT INSET,
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY,
OREGON
A Resolution Authorizing the County's Full
Faith and Credit Refunding Obligations,
Series 2004. * RESOLUTION NO. 2004-105
WHEREAS, the County is authorized by Oregon Revised Statutes Section
271.390 to enter into loan agreements to finance or refinance real or personal property that the
Board determines is needed and to authorize certificates of participation in the right to receive the
payments due from the County under those loan agreements; and,
WHEREAS, the County is authorized by ORS 287.053 to make these loan
agreements "limited tax bonded indebtedness" which the County is unconditionally obligated to
pay; and,
WHEREAS, the County financed the construction, equipment and furnishing of
the Community Development Building and related property acquisition (the "1996 Project"),
pursuant to the Lease -Purchase Agreement (the "1996 Lease -Purchase Agreement") and the
Trust Agreement (the "1996 Trust Agreement") dated as of January 1, 1996;
WHEREAS, the 1996 Trust Agreement authorized the issuance of "Certificates
of Participation, Series 1996" in the original aggregate principal amount of $2,465,000 (the
"1996 Certificates");
WHEREAS, the County may be able to reduce its debt service costs by
refinancing its obligations under the 1996 Lease -Purchase Agreement and the 1996 Trust
Agreement;
WHEREAS, it is advantageous for the County to pledge its full faith and credit to
the payment of any refinancing because this financing structure will allow the County to release
amounts in the reserve account for the 1996 Certificates, to obtain release of the security interest
in the 1996 Project, and to reduce overall interest costs associated with the financing;
WHEREAS, the Board hereby determines that the 1996 Project is needed, and
that it is desirable to refinance the 1996 Project pursuant to ORS 271.390;
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WHEREAS, pursuant to ORS 288.620 the approval of the State Treasurer is
required before refunding obligations may be issued to refinance the 1996 Certificates because
the refunding of the 1996 Certificates constitutes an advance refunding under Oregon law;
WHEREAS, a refunding plan must be submitted to the State Treasurer
demonstrating that the refunding will produce debt service savings before the State Treasurer
may approve the refunding of the 1996 Certificates; and
WHEREAS, Seattle -Northwest Securities Corporation (the "Underwriter") has
prepared a refunding plan for the 1996 Certificates;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF DESCHUTES COUNTY, OREGON, AS FOLLOWS:
Section 1. Authorization.
The Finance Director, the Chair of the Board, or the designee of the Finance
Director or the Chair of the Board (the "County Official") is hereby authorized on behalf of the
County and without further action by the Board, to:
1.1. Negotiate, execute and deliver one or more loan agreements, credit
facilities or other financing documents (the "Financing Agreement") in an aggregate principal
amount that provides net proceeds sufficient to refinance the County's obligations under the 1996
Lease -Purchase Agreement and the 1996 Trust Agreement and to pay estimated costs of the
refinancing. Subject to the limitations of this Resolution, the Financing Agreement may be in
such form and contain such terms as the County Official may approve.
1.2. Negotiate, execute and deliver one or more escrow agreements or similar
documents (the "Escrow Agreement") which provide for the issuance of "certificates of
participation" or "full faith and credit obligations" (the "Obligations") which represent
undivided ownership interests in the financing payments due from the County under the
Financing Agreement (the "Financing Payments"). Subject to the limitations of this Resolution,
the Escrow Agreement and the Obligations may be in such form and contain such terms as the
County Official may approve.
1.3. Covenant for the benefit of the owners of tax-exempt Obligations to
comply with all provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
which are required for the interest component of Financing Payments payable under the related
Financing Agreement to be excluded from gross income for federal income tax purposes.
1.4. Deem final and authorize the distribution of a preliminary official
statement for the Obligations, authorize the preparation and distribution of a final official
statement or other disclosure document for the Obligations, and enter into agreements to provide
continuing disclosure for owners of the Obligations.
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1.5. Engage the services of escrow agents, paying agents, verification agents,
and any other professionals whose services are desirable for the financing.
1.6. Determine the final principal amount of the Financing Agreement, the
interest rate or rates which the Financing Payments shall bear, the County's prepayment rights
and other terms of the Financing Agreement and the Obligations;
1.7. Negotiate the terms of the sale of the Obligations to the Underwriter, and
sell the Obligations to the Underwriter.
1.8. Apply for ratings for the Obligations, determine whether to purchase
municipal bond insurance or obtain other forms of credit enhancement for the Obligations, enter
into agreements with the providers of credit enhancement, and execute, deliver and acquire
related documents, if applicable.
1.9. Prepay and defease the County's obligations under the 1996 Lease -
Purchase Agreement and authorize the call for redemption the 1996 Certificates.
1.10. Obtain release of any mortgages, liens or security interest on the 1996
Project.
1.11. Execute and deliver any other certificates or documents and take any other
actions which the County Official determines are desirable to refinance the County's obligations
under the 1996 Lease -Purchase Agreement and the 1996 Trust Agreement in accordance with
this Resolution.
Section 2. Security.
The Financing Agreement shall constitute "limited tax bonded indebtedness" as
defined in ORS 287.053 and the obligation of the County to make Financing Payments under the
Financing Agreement is unconditional. The County Official may pledge the County's full faith
and credit and taxing power within the limitations of Section 11 and 1 lb of Article XI of the
Oregon Constitution, and any and all of the County's legally available funds, including the
proceeds of the Financing Agreement, to make the payments due under the Financing
Agreement.
Section 3. Maintenance of Tax -Exempt Status.
3.1. The County covenants to comply with all provisions of the Code which are
required for interest paid on the Financing Agreement to be excluded from gross income for
federal income tax purposes. The County makes the following specific covenants with respect to
the Code:
3.1.1. The County shall not take any action or omit any action, if it would
cause the Financing Agreement to become an "arbitrage bond" 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.
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3.1.2. The County shall operate the facilities financed or refinanced with
the Financing Agreement so that the Financing Agreement is not a "private activity bond"
within the meaning of Section 141 of the Code.
3.2. The covenants contained in this Section 3 and any covenants in the closing
documents for the Financing Agreement shall constitute contracts with the lenders, and shall be
enforceable by them. 4-�'
The foregoing Resolution adopted thi l+rsf day of S ` ' er, 2004.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
M. DALY,
2
S R. LUKE, Commissioner
Record of Adoption Vote
Commissioner Yes No Abstained Excused
Michael M. Daly
Tom DeWolf t/
Dennis R. Luke
ATTEST:
\a" ,� u 15�
Recording Secretary
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