2013-918-Resolution No. 2013-033 Recorded 4/30/2013REVIE��%E DESCHUTES COUNTY OFFICIAL RECORDS �J 7013 918
ti NANCY BLANKENSHIP, COUNTY CLERK
�COMMISSIONERS' JOURNAL
LEGAL COUNSEL 04/30/2013 02:06:45 PM
II III II�IIIIIIIIII IIIIII
i—s
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing Full Faith and Credit Obligations
for Jail Projects in an amount not to exceed $8,700,000 * RESOLUTION NO. 2013-033
WHEREAS, the County is authorized by Oregon Revised Statutes ("ORS") Section
271.390 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 Board has authorized a jail expansion project, including a new,
medium/maximum security inmate housing unit, improvements and renovations to the existing jail.
facility and related site work (collectively, the "Projects"); and
WHEREAS, the Board hereby determines that the Projects are needed, and that it is
desirable to finance the Projects in an amount not to exceed $8,700,000 pursuant to ORS 271.390 and
287A.105; and
WHEREAS, the County may incur certain capital expenditures (the "Expenditures")
with respect to the Projects from available moneys of the County prior to the issuance of the loan
agreements; and
WHEREAS, the Board hereby determines that available moneys advanced to pay the
Expenditures prior to the issuance of the loan agreements are available only for a temporary period and
it is necessary to reimburse the County for the Expenditures from the proceeds of the loan agreements;
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:
1.1 Negotiate, execute and deliver one or more loan agreements, credit facilities or other
financing documents (the "Loan Agreements") in an aggregate principal amount not to
exceed $8,700,000 to finance the Projects and to pay estimated costs of the financing.
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.
PAGE 1 OF 3 — RESOLUTION NO. 2013-033 (04/24/13)
1.2 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.
1.3 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 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.
1.4 Designate the Loan Agreements and Obligations as "qualified tax-exempt obligations"
under Section 265(b) of the Code, if applicable.
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, paying 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 Undertake to provide continuing disclosure for each series of Obligations in accordance
with Rule 15c2-12 of the United States Securities and Exchange Commission.
2.0 Apply for and purchase ratings, 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.
2.1 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. 2013-033 (04/24/13)
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 11 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 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. Reimbursement. The County hereby declares its official intent pursuant to Section
1.150-2 of the Income Tax Regulations to reimburse itself from the proceeds of the Loan Agreements
for any Expenditures that it makes on the Projects prior to issuing such Loan Agreements.
Section 5. Effective Date. This resolution shall take effect immediately upon its adoption.
DATED this - day of April, 2013.
ATTEST:
(5n4w�6UCA—_
Recording Secretary
Record of Adoption Vote
Commissioner Yes No
Anthony DeBone
Alan Unger
Tammy Baney
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
O�
ALAN UNGER, Chair
TAMMY 3A EY, Vice Cha
ANTHONY DEBONE, Commissioner
Abstained Excused
PAGF'. 3 of 3 — RESOLUTION NO. 2013-033 (04/24/13)