2004-1462-Resolution No. 2004-137 Recorded 12/29/2004,fREVIE*,W2= MJ
LEGAL COUNSEL
DESCHUTES COUNTY OFFICIAL
NANCY BLANKENSHIP, COUNTY
COMMISSIONERS' JOURNAL
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2004-i 2
RECORDS CJ 1004.1461
CLERK
12/29/2004 03:01:15 PM
For Recording Stamp Only
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the Financing of
Various Capital Construction and Improvement * RESOLUTION NO. 2004-137
Projects in an amount not to exceed
$6,300,000.
WHEREAS, the County is authorized by Oregon Revised Statutes Section
271.390 to enter into loan agreements to finance real or personal property 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 Board hereby determines that the following projects are needed:
(1) remodeling of the County courthouse, including the replacement of the HVAC system,
creation of efficient office space and bringing all restrooms into compliance with ADA
regulations; (2) completion of a facilities study and engineering/architectural programming in
connection with the expansion of the current adult jail; (3) bringing various County facilities into
compliance with ADA regulations; (4) reimbursing the County for the purchase of property near
the public safety campus to provide future expansion of the campus; (5) construction of various
projects for the County Fair and Expo Center, including (i) a recreational vehicle (RV) park; (ii)
horse stalls; and (iii) a covering for the Sagebrush Arena (collectively, the "Projects"); and,
WHEREAS, the Board hereby determines that it is desirable to obtain financing
for such Projects in the aggregate principal amount of not more than $6,300,000 pursuant to ORS
271.390 and ORS 287.053; and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows:
Page 1 of 4 —Resolution No. 2004-137
Section 1. Authorization.
The Finance Director, the County Administrator or the Finance Director's
designee (the "County Official") is hereby authorized on behalf of the County and without further
action by the Board, to:
1.1. Finance one or all of the Projects under the authority of ORS 271.390 and
ORS 287.053, plus any amounts required to pay costs of the financing, in an aggregate principal
amount of not more than Six Million Three Hundred Thousand Dollars ($6,300,000).
1.2. Negotiate, execute and deliver one or more loan agreements, credit
facilities or other financing documents (the "Loan Agreements") for the financing of the Projects
which obligates the County to repay the principal amounts of the Loan Agreements with interest.
1.3. Negotiate, execute and deliver one or more escrow agreements or similar
documents (the "Escrow Agreements") which provide for the issuance of one or more series of
"certificates of participation" or "full faith and credit obligations" (the "Obligations") which
represent ownership interests in the loan payments due from the County under the Loan
Agreements. Subject to the limitations of this Resolution, the Escrow Agreements and each
series of Obligations may be in such form and contain such terms as the County Official may
approve.
1.4. 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, which are
required for the interest component of loan payments payable under the related Loan Agreements
to be excluded from gross income for federal income tax purposes.
1.5. Deem final and authorize the distribution of a preliminary official
statement for each series of Obligations, authorize the preparation and distribution of a final
official statement or other disclosure document for each series of Obligations, and enter into
agreements to provide continuing disclosure for owners of each series of Obligations.
1.6. Engage the services of escrow agents or trustees and any other
professionals whose services are desirable for the financing.
1.7. Determine the final principal amount of each Loan Agreement, the interest
rate or rates which each series of loan payments shall bear, the County's prepayment rights and
other terms of each Loan Agreement and each series of Obligations;
1.8. Solicit competitive bids for the purchase of each series of the Obligations
and award their sale to the bidder offering the most favorable terms to the County, or select one
or more underwriters, negotiate the terms of the sale of each series of Obligations, and sell that
series to those underwriters.
1.9. Designate any series of the Obligations as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended
(the "Code").
Page 2 of 4 — Resolution No. 2004-137
1. 10. Execute and deliver any other certificates or documents and take any other
actions which the County Official determines are desirable to finance one or more Projects with
the Loan Agreements and the Obligations in accordance with this Resolution.
Section 2. Security.
The Loan Agreements shall constitute "limited tax bonded indebtedness" as
defined in ORS 287.053 and the obligation of the County to make loan payments under the Loan
Agreements is unconditional. The County Official may pledge the County's full faith and credit
and taxing power within the limitations of Section 11 and l lb of Article XI of the Oregon
Constitution, and any and all of the County's legally available funds, including the proceeds of
the Loan Agreements, to make the payments due under the Loan Agreements.
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 Loan Agreements 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 Loan Agreements 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.
3.1.2. The County shall operate the facilities financed or refinanced with
the Loan Agreements so that the Loan Agreements are not "private activity bonds" 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 Loan Agreements shall constitute contracts with the lenders, and shall be
enforceable by them.
Page 3 of 4 — Resolution No. 2004-137
The foregoing Resolution adopted this 29th day of December, 2004.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DENNIS R. LUKE, Commissioner
Record of Adoption Vote
Commissioner Yes No Abstained Excused
Michael M. Daly
Tom DeWolf
Dennis R. Luke
ATTEST:
Recording Secretary
Page 4 of 4 — Resolution No. 2004-137