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2007-136-Resolution No. 2007-022 Recorded 3/1/2007REV � WED LEGAL COUNSEL COUNTY NANCYUTES BLANKENSHIP,FFICIAL COUNTY CLERKS COMMISSIONERS' JOURNAL , 111111111111111111111111111111111111 2007-136 03/01/2007 44,36,40 PM For Recording Stamp Only BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESC14UTES COUNTY, OREGON A Resolution Authorizing the Financing of Various Capital Construction and Improvement * RESOLUTION NO. 2007-022 Projects in an amount not to exceed $9,700,000 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) construction of a new waste and recyclables receiving facilities known as the Knott Landfill North Area Development project; and (2) the construction of a recreational vehicle (RV) park at the County Fair and Expo Center (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 $9,700,000 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: 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 Nine Million Seven Hundred Thousand Dollars ($9,700,000). Page 1 of 4 Resolution No. 2007-022 (2/28/07) 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. Execute and deliver any other certificates or documents and take any other actions which the County Official determines are desirable to finance the Project 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 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 Loan Agreements, to make the payments due under the Loan Agreements. Page 2 of 4 Resolution No. 2007-022 (2/28/07) 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. Section 4. Appointment of Bond Counsel and Financial Advisor The law firm of Kirkpatrick & Lockhart Preston Gates Ellis LLP, is appointed as bond counsel to the County and Western Financial Group LLC, is appointed as financial advisor to the County with respect to the Obligations. Page 3 of 4 Resolution No. 2007-022 (2/28/07) The foregoing Resolution adopted this 0& day of , 2007. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON DJ,WS R. LUKE, Vice -Chair TAMMY BANEY, Q"o#nmissi Record of Adoption Vote Commissioner Yes No Abstained Excused Michael M. Daly Tammy Baney ✓ Dennis R. Luke -7 ATTEST: &Wut-- zXX"__- Recording Secretary Page 4 of 4 Resolution No. 2007-022 (2/28/07)