2008-741-Resolution No. 2008-114 Recorded 7/11/2008(�REGVIE D DESCHUTES COUNTY OFFICIAL RECORDS CJ 200V807;+
NANCY BLANKENSHIP, COUNTY CLERK
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COMMISSIONERS' JOURNAL 07/11/2008 08;11:47 AM
AL COUNSEL � IIIIIII IIIIIIIIIIIIIIIIIIIII III
2008-741
I
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the Financing of
Various Capital Construction and Improvement * RESOLUTION NO. 2008-114
Projects in an amount not to exceed $15,300,000
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 287A.105 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 building that will house the regional office for the Oregon State Police and a new
office/dispatch space for the 9-1-1 Emergency Dispatch Center; (2) the construction of a facility to
serve as a State of Oregon Mental Health Division secure residential treatment facility; and (3) the
purchase and remodeling of an office building to house the Parole and Probation Department
(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 $15,300,000 pursuant to ORS 271.390 and
ORS 287A.105; 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:
a. Finance one or all of the Projects under the authority of ORS 271.390 and ORS
287A.105, plus any amounts required to pay costs of the financing, in an aggregate
principal amount of not more than Fifteen Million Three Hundred Thousand Dollars
($15,300,000);
b. 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;
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
PACE 1 OF 3 — RESOLUTION NO. 2008-114 (07/09/08)
"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;
d. Determine whether the interest component of loan payments payable under a Loan
Agreement will bear interest that is excludable from gross income under the Internal
Revenue Code of 1986, as amended, or is includable in gross income under the Internal
Revenue Code of 1986, as amended (the "Code"). If all or a portion of the interest
component that is excludable from gross income under the Code, the County Official
may enter into covenants to maintain the excludability of the interest component of loan
payments payable under the related Loan Agreement from gross income;
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;
£ Engage the services of escrow agents or trustees and any other professionals whose
services are desirable for the financing;
g. 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;
h. 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;
Undertake to provide continuing disclosure for each series of Obligations in accordance
with Rule 15c2-12 of the United States Securities and Exchange Commission;
j. Apply for and purchase municipal bond insurance or obtain other forms of credit
enhancement for each series of Obligations, enter into agreements with the providers of
credit enhancement, and execute and deliver related documents;
k. Execute and deliver any other certificates or documents and take any other actions
which the County Official determines are desirable to finance the Projects with the
Loan Agreements and the Obligations in accordance with this Resolution.
PAGE 2 of 3 — RESOLUTION NO. 2008-114 (07/09/08)
Section 2. Security. The Loan Agreements shall constitute "limited tax bonded indebtedness"
as defined in ORS 287A.105 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 l l and I 1 b 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. 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.
DATED this �Alday of July, 2008.
ATTEST:
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Recording Secretary
PAGE 3 of 3 — RESOLUTION NO. 2008-114 (07/09/08)
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
DE IS R. LUKE, Chair
N' �. nlk4&,�
TAN4-`MY4ANE0 MELTON, Vice Chair
Y, 96mmissioner