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2012-70-Resolution No. 2012-014 Recorded 2/24/2012REVIE D, DESCHUTES COUNTY OFFICIAL RECORDS Q x1012-70 NANCY BLANKENSHIP, COUNTY CLERK IiJ (� COMMISSIONERS' JOURNAL 02/24/2012 08:10:01 AM LEGAL C UNSEL IIIIIII IIIIIIIIIIIII I'I III 01Z- 0 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON A Resolution Authorizing the County's Full Faith and Credit Refunding Obligations * RESOLUTION NO. 2012-014 WHEREAS, the County is authorized by Oregon Revised Statutes Section 271.390 and 287A.365 to enter into loan agreements to finance or refinance 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 County previously financed the construction of the County/State Government Center, the La Pine County Service Center, a new County warehouse, storage buildings for the fair/expo center, sewer system improvements for the La Pine Sewer District, various property acquisition, remodeling and infrastructure projects and other projects associated with the construction projects (collectively, the "Projects") pursuant to a Loan Agreement (the "2003 Loan Agreement") and Escrow Agreement (the "2003 Escrow Agreement") dated as of March 1, 2003; and, WHEREAS, the 2003 Escrow Agreement authorized the issuance of Full Faith and Credit Obligations, Series 2003 in the original aggregate principal amount of $32,285,000 (the "2003 Full Faith and Credit Obligations"); and WHEREAS, the County may be able to reduce its debt service costs by refinancing all or a portion of its obligations under the 2003 Loan Agreement and the 2003 Escrow Agreement; and WHEREAS, the Board hereby determines that the Projects are needed, and that it is desirable to refinance the Projects pursuant to ORS 271.390 and ORS 287A.365; and 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. Negotiate, execute and deliver one or more loan agreements, credit facilities or other financing documents (the "Loan Agreements") in an aggregate principal amount that PAGE 1 of 3 — RESOLUTION NO. 2012-014 (02/22/12) provides net proceeds sufficient to refinance all or a portion of the County's obligations under the 2003 Loan Agreement and 2003 Escrow Agreement and to pay estimated costs of the refinancing. Subject to the limitations of this Resolution the Loan Agreements may be in such form and contain such terms as the County Official may approve. b. 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. C. 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; d. 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; e. Engage the services of escrow agents, trustees or verification agent and any other professionals whose services are desirable for the financing; f. 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; g. 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; h. Undertake to provide continuing disclosure for each series of Obligations in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission; i. 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; PAGE 2 of 3 — RESOLUTION NO. 2012-014 (02/22/12) j. 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. 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 11 and 11b 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 Hawkins Delafield & Wood 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. Section 4. Effective Date. This resolution shall take effect immediately upon its adoption. DATED this )L9— nd day of February, 2012. AT EST: Recording Secretary BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON ANTHONY DEBONE, Chair ALAN UNGER, Vice Chair gw�� TAMMY B NEY, Commi Toner Record of Adoption Vote Commissioner Yes No Abstained Excused Anthony DeBone ei Alan Unger t/ Tammy Baney PAGE 3 of 3 — RESOLUTION NO. 2012-014 (02/22/12)