2015-430-Resolution No. 2015-098 Recorded 9/25/2015 REVIEWED NANCYUBLANKENSHIP, COUNTY CLERK
pS CJ 70 5.430
1 /V 1111 COMMISSIONERS' JOURNAL 09/25/2015 05:25;51 AM
LEGAL COUNSEL 1111111111111111111111111-
For Recording Stamp Only
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the Refunding of
County Full Faith and Credit Refunding * RESOLUTION NO. 2015-098
Obligations and Loan
WHEREAS, the County is authorized by Oregon Revised Statutes Section
271.390 and 287A.360 to enter into financing 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 financing agreements; and,
WHEREAS, the estimated weighted average life of a financing agreement shall
not exceed the estimated dollar weighted average life of the real or personal property to be
financed or refinanced by such financing agreement; and,
WHEREAS, the County is authorized by ORS 287A.105 to make these financing
agreements "limited tax bonded indebtedness" which the County is unconditionally obligated to
pay; and,
WHEREAS, the County previously financed property purchase, a remodel of the
County courthouse, expansion of the County jail, Americans with Disabilities Act updates to
County facilities, and improvements to County Fair& Expo facilities (the"2005 Projects")
pursuant to a Financing Agreement (the"2005 Financing Agreement") and Escrow Agreement
(the"2005 Escrow Agreement") dated as of February 1, 2005; and,
WHEREAS, the 2005 Escrow Agreement authorized the issuance of Full Faith
and Credit Obligations, Series 2005 in the original aggregate principal amount of$6,300,000 (the
"2005 Obligations"); and
WHEREAS, the County has a loan outstanding with Business Oregon, formerly
the State of Oregon Economic and Community Development Department, dated January 2002
and in the original principal amount of$550,000 (the"2002 Loan") which financed the
Deschutes County Fairgrounds parking expansion(the"2002 Projects"); and
WHEREAS, under current market conditions refunding all or a portion of the
2005 Obligations and the 2002 Loan may produce debt service savings; and,
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WHEREAS, the Board hereby determines that the 2002 Projects and the 2005
Projects are needed, and that it is desirable to refinance the 2002 Projects and the 2005 Projects
pursuant to ORS 271.390 and ORS 287A.365; and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows:
Section 1. Authorization.
The Board hereby authorizes the issuance of full faith and credit financing
agreements to refund all or any portion of the 2005 Obligations and the 2002 Loan that achieves
adequate debt service savings. The financing agreements authorized by this Section shall be
executed and sold pursuant to ORS 271.390, ORS 287A.360 and the other relevant provisions of
ORS Chapter 287A and as provided in this resolution. The financing agreements may be issued
in an amount sufficient to prepay the portions of the 2005 Obligations and the 2002 Loan that are
being refunded and to pay estimated costs related to the refunding and the financing agreements.
Section 2. Delegation.
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:
2.1. Negotiate, execute and deliver one or more financing agreements, credit
facilities or other financing documents (the"Financing Agreements") in an aggregate principal
amount that provides net proceeds sufficient to refund all or a portion of the County's obligations
under the 2005 Financing Agreement, 2005 Escrow Agreement and the 2002 Loan and to pay
estimated costs of the refunding. Subject to the limitations of this Resolution the Financing
Agreements may be in such form and contain such terms as the County Official may approve.
2.2. 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 financing payments due from the County under the
Financing 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.
2.3. 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.
2.4. Engage the services of municipal advisors, escrow agents, trustees or
verification agent and any other professionals whose services are desirable for the refunding.
2.5. Determine the final principal amount of each Financing Agreement, the
interest rate or rates which each series of financing payments shall bear, the County's
prepayment rights and other terms of each Financing Agreement and each series of Obligations;
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2.6. Negotiate the sale of any series of the Obligations with one or more
underwriters and enter into contracts for purchase with those institutions, or solicit competitive
bids for the purchase of the Obligations and award the sale to the bidders offering the most
favorable terms to the County, or place any Financing Agreement directly with a commercial
bank or other lender.
2.7. Undertake to provide continuing disclosure for each series of Obligations
in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission.
2.8. Apply for ratings for each series of Obligations, determine whether to
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.
2.9. Enter into additional covenants for the benefit of the purchasers of the
Obligations which the County Official determines are desirable to obtain more favorable terms
for the Financing Agreements.
2.10. Call and prepay the 2002 Loan and the 2005 Obligations and take any
other action desirable to refinance the 2002 Projects and the 2005 Projects.
2.11. Issue any qualifying Financing Agreement as a"tax-exempt bond"bearing
interest that is excludable from gross income under the Internal Revenue Code of 1986, as
amended, (the "Code") and enter into covenants to maintain the excludability of interest on those
Financing Agreements from gross income under the Code.
2.12. If federal law changes to allow federal tax credits, federal interest rate
subsidies or other federal benefits for any Financing Agreements, issue any qualifying Financing
Agreement as a"tax credit bond," "federal subsidy bond" or other obligation that is eligible for
federal tax credits, federal interest rate subsidies or other federal benefits, and enter into any
covenants and take any actions that are required to qualify for those federal benefits.
2.13. Issue any Financing Agreement as a"taxable bond"bearing interest that is
includable in gross income under the Code.
2.14. Designate any qualifying Financing Agreement as a"qualified tax-exempt
obligation"pursuant to Section 265(b)(3) of the Code, if applicable.
2.15. Execute and deliver any other certificates or documents and take any other
actions which the County Official determines are desirable to refinance the 2002 Projects and the
2005 Projects with the Financing Agreements and the Obligations in accordance with this
Resolution.
Section 3. Security.
The Financing Agreements shall constitute"limited tax bonded indebtedness"as
defined in ORS 287A.105 and the obligation of the County to make financing payments under
the Financing 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
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the Oregon Constitution, and any and all of the County's legally available funds, including the
proceeds of the Financing Agreements, to make the payments due under the Financing
Agreements.
Section 4. Appointment of Bond Counsel
The law firm of Hawkins Delafield & Wood LLP, is appointed as bond counsel to the
County with respect to the Obligations.
Section 5. Effective Date
This Resolution shall take effect immediately upon its adoption.
The foregoing Resolution adopted this a day of September, 2015.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ANTHONY DEBONE, Chair
ALAN UNGER, Vice Chair
TAMMY BANEY, Commissioner
ATTEST:
&A/144;41gPLk.--
Recording Secretary
Record of Adoption Vote
Commissioner Yes No Abstained Excused
Anthony DeBone _
Alan Unger 1./
Tammy Baney
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