2016-166-Resolution No. 2016-009 Recorded 4/22/2016 COUNTY OFFICIAL
TES
NANCYUBLANKENSHIP, COUNTY CLERK CJ 2016.166
REVIEWED COMMISSIONERS' JOURNAL 04/22/2016 04'00;57 PM
LEGAL COUNSEL IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
2015-155
For Recording Stamp Only
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY,OREGON
A Resolution Authorizing the County's Full
Faith and Credit Refunding Obligations * RESOLUTION NO. 2016-009
*
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 1)the construction of new waste and
recyclables receiving facilities commonly 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") pursuant to a Financing Agreement (the"2007 Financing
Agreement") and Escrow Agreement (the"2007 Escrow Agreement") dated as of March 1,
2007; and,
WHEREAS, the 2007 Escrow Agreement authorized the issuance of Full Faith
and Credit Obligations, Series 2007 in the original aggregate principal amount of$9,615,000 (the
"2007 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 2007 Financing Agreement and the 2007
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
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY
COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows:
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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 financing agreements, loan
agreements, credit facilities or other financing documents (the "Financing Agreements") in an
aggregate principal amount that provides net proceeds sufficient to refinance all or a portion of
the County's obligations under the 2007 Financing Agreement and 2007 Escrow Agreement and
to pay estimated costs of the refinancing. 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..
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 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.
1.3. 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.
1.4. Engage the services of escrow agents,trustees or verification agent and
any other professionals whose services are desirable for the financing.
1.5. Determine the final principal amount of each Financing Agreement,the
interest rate or rates which each series of loan payments shall bear,the County's prepayment
rights and other terms of each Financing Agreement and each series of Obligations;
1.6. 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, or place any Financing Agreement directly with a commercial bank
or other lender.
1.7. Undertake to provide continuing disclosure for each series of Obligations
in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission.
1.8. 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.
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2614244.1 001092 FILE
1.9. 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.
1.10. 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.
1.11. Issue any Financing Agreement as a"taxable bond"bearing interest that is
includable in gross income under the Code.
1.12. Designate any qualifying Financing Agreement as a"qualified tax-exempt
obligation"pursuant to Section 265(b)(3) of the Code, if applicable.
1.13. Execute and deliver any other certificates or documents and take any other
actions which the County Official determines are desirable to carry out this Resolution.
1.14. Execute and deliver any other certificates or documents and take any other
actions which the County Official determines are desirable to refinance the Projects with the
Financing Agreements and the Obligations in accordance with this Resolution.
Section 2. Security.
The Financing 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
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 1 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 Financing Agreements,to make the payments due under the Financing
Agreements.
Section 3. Appointment of Special Counsel and Municipal Advisor
The law firm of Hawkins Delafield & Wood LLP is appointed as special counsel to the
County and Western Financial Group LLC is appointed as municipal advisor to the County with
respect to the Obligations.
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Section 4. Effective Date
This Resolution shall take effect immediately upon its adoption. The foregoing
Resolution adopted this �J' day of ape. 1 , 2016.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ALAN UNGER, Chair
1.2\t137
TAMMY BANEY, V ce . air
TONY DEBONE, Commissioner at Large
ATTEST:
Recor.ing Secretary
Record of Adoption Vote
Commissioner Yes No Abstained Excused
Alan Unger ✓
Tammy Baney
Tony DeBone
Page 4 of 4—Resolution No. 2016-009
2614244.1 001092 FILE
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81,44100,.. Deschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 - Fax(541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of April 13, 2016
DATE: April 1, 2016
FROM: Wayne Lowry Finance 6559
TITLE OF AGENDA ITEM:
Consideration of Board signature to authorize refinancing of County Debt.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
The Series 2007 Full Faith and Credit Obligation bonds issued in 2007 are able to refinanced on June 1,
2016. Due to lower current interest rates than when the debt was issued, the County can realize
significant saving if this issue is refinanced at this time.
The Series 2007 bonds were originally issued in the amount of$9,615,000 and the proceeds were used
to fund the construction of the recycling facility at the Knott Landfill and some smaller improvements
to both the RV Park and the Fair and Expo Center.
The attached resolution 2016- 009 grants authority to the Finance Director to make all necessary
decisions and to take all necessary actions to complete the refinancing of this debt obligation.
FISCAL IMPLICATIONS:
Refinancing of this debt obligation at this time is estimated to save the County over $900,000 in interest
through 2027.
RECOMMENDATION & ACTION REQUESTED:
Staff recommends the Board approve resolution 2016- 009
ATTENDANCE: Wayne Lowry, Finance Director.
DISTRIBUTION OF DOCUMENTS:
Wayne Lowry, Jeanine Faria