2017-36-Minutes for Meeting May 01,1985 Recorded 2/23/2017EXCERPT OF MINUTES
Signature of Resolution
No. 85-015 Authorizing
the Sale of $1,500,000 of
General Obligation
Warrants
D S'CHUTES COUNT
MAY 1, 1985
Rick Isham, Legal Counsel, describ-
ed the procedure for the sale of
$1,500,000 of General Obligation
Improvement Warrants, stating that
it is similar to the bid bond sale
process. He stated that County
Treasurer, Helen Rastovich, will
obtain three different bids for the
Warrant sale and present her
findings to the Board for consider -
tion.
MOTION: TUTTLE entertained a
motion to approve Order
No. 85-015 authorizing
the sale of $1,500,000 of
General Obligation
Warrants.
PRANTE: So moved.
MAUDLIN: Second.
VOTE: UNANIMOUS APPROVAL.
BOARD OF COMMISSIONERS
LAURENCE A. --BTU TT,LE, CH y IRMAN
LOIS
D
STOW; P
E, COMMISSIONER
BOCC:kbw
COMM' SSIONER
NANCYUBLANKENSHIp, COUNTY CLERK
CJ 2017-36
COMMISSIONERS' JOURNAL 02/23/2017 11:52:30 AM
IIIIIIIIIIIIIIIIIIIIIIIIIW
,First
Interstate
Bank
May 15, 1985
First Interstate Bank
of Oregon, N.A.
Investment &
Funds Management Division
P. 0. Box 3131
Portland, OR 97208
(503) 225 - 3861
Mrs. Helen Rastovich, Treasurer
DESCHUTES COUNTY
County Courthouse
Bend, OR 97701
Dear Helen:
Thank you for your recent inquiry on behalf of Deschutes
County regarding issuance of $1,500,000 general obligation
improvement warrants. First Interstate Bank of Oregon
hereby offers to purchase warrants issued by the county,
subject to the following terms and conditions:
(1) The warrants will have an aggregate par value of
$1,500,000.00, will be dated as of their settlement
date, and will mature December 31, 1985 or on the
60th day following closing of the sale of Bancroft
Act improvement bonds issued to provide long-term
financing for the improvement projects for which the
warrants will be issued, whichever date occurs first.
If the 60th day following closing is not a business
day, the warrants will mature on the business day
next preceding. The county may not call the warrants
prior to maturity.
(2) The warrants will be issued under authority. of ORS
287.502 - .515 and will therefore constitute limited
tax general obligations of Deschutes County, payable
from resources described in Sections 2 and 3 of
Resolution No. 85-015 and, if need be, from
available resources in the county's General Fund or
Road Fund.
(3) The warrants will bear interest at the stated rate of
5.50% per annum, payable at maturity, and calculated
on the basis of a 30 day month/360 day year. First
Interstate Bank will purchase the warrants at the
price of 99.60% of par. Net proceeds to the County
will therefore be $1,494,000.00. The warrants will
be typewritten in form, payable to bearer, and in
denominations of $25,000.00 each.
(4) The county further agrees to pay to the bank a
commitment fee of $1,500.00 in consideration of the
bank's agreement to provide financing. The
commitment fee is payable on or before May 24, 1985,
but in no event later than the settlement date for
the warrant financing.
Helen Rastovich
May 15, 1985
Page 2
(5) The county agrees to provide, at the time of
settlement and at its expense, an approving legal
opinion of recognized bond counsel stating that the
warrants have been validly authorized and issued,
that they are valid limited tax general obligations
of Deschutes County, and that interest on the
warrants is exempt from federal income tax and from
Oregon personal income tax. In connection with this
sale of warrants, the county need not furnish a
rating or a prospectus. However, the county agrees
to provide to the bank a copy of its 1984-85 audited
financial statement and its adopted 1985-86 budget as
each becomes available.
(6) The county and the bank will mutually determine the
date and place of settlement of the warrants.
Helen, I trust that these terms and conditions will be
acceptable to you and to the Board of County Commissioners.
Assuming a settlement date of May 24, 1985 and a maturity
date of December 31, 1985, and including the effects of the
bank's bid discount and commitment fee, the estimated net
interest expense to the county is $57,229.17 and the net
effective rate is 6.3295%. If you or members of your board
have questions or comments about the hank's proposal, please
let me know. First Interstate Bank of Oregon' deeply
appreciates this opportunity to compete for the warrants of
the county.
Yours very truly,
Tc -wt1 0 Lt -X -L
Thomas F. Mitchell
Vice President
UNITED STATES NATIONAL BANK OF OREGON
A Subsidiary of U.S. Bancorp
BEND BRANCH
102 OREGON AVENUE
P.O. BOX 911, BEND, OREGON 97709
HEAD OPFICE-PORTLAND
May 15, 1985
Helen Rastovich
Deschutes County Treasurer
Dear Helen
This letter is toadvise you that our interest rate on the 1.5 million
dollars warrants would be 7.25%.
You would receive 100% of the warrant, and we have no commitment fee.
Subject to approving legal opinion of county counsel, a maturity of
December 31, 1985 and subject to bank approval of documents.
/71 ease call me if you need additional information.
'� Your truly
Joe Martin
District Manager
OREGON
-z-z
BANK
AN OABANCO COMPANY
May 3, 1985
Ms. Helen Rastovich, Treasurer
Deschutes County
Deschutes County Courthouse
1164 N.W. Bond
Bend, Oregon 97701
Dear Ms. Rastovich:
Thank you for taking the time to visit me in my office this
morning. I am pleased to present this engagement letter
describing the terms and conditions under which Deschutes
County ("the County") agrees to engage the services of
Oregon Bank ("the Underwriter") as financial advisor and
underwriter for certain improvement warrants.
Background
The County, by resolution of its Board of Commissioners, has
authorized the issuance of Limited Tax General Obligati.on
Improvement Warrants, Series 1985, for interim financing of
local improvement districts.
The Bank is in the business of providing advice with regard
to the preparation and issue of negotiable warrants.
Further, the Bank is in the business of purchasing warrants
in conjunction with its ongoing municipal bond underwriting
activity.
The County agrees to engage the Bank as financial advisor
and underwriter for the above named issue, subject to the
conditions set forth in this letter.
Services to be Provided by the Bank
1) Assist in planning and preparing projections of
cash flows, issue sizing, and marketing plans.
2) Provide co-ordination with Bond Counsel.
3) Prepare an Official Statement
4) Produce and distribute the Official Statement
The Oregon Bank
Investment Department
1001 S W 5th
P O Box 2715
Portland, Oregon 97208
503;796-2650
5) Negotiate in good faith with the County for purchase
of the Warrants.
6) Print the Warrants
7) Close sale of the Warrants
8) Provide assistance with regard to investment of
Warrant proceeds.
Terms of the Engagement
A. At such time as the County elects to issue the Warrants,
the Underwriter will negotiate in good faith with the County
to purchase the Warrants. Both the price and the Warrants'
interest rate will be subject to negotiation. The difference
between the price negotiated and the face amount of the
Warrants (i.e. the discount) shall represent the
Underwriter's compensation as well as reimbursement for all
Underwriter's costs related to the Warrant issue, save and
except for the following items which will be paid directly by
the County:
1) Bond Counsel fee
2) Local Counsel fee
3) Paying Agent fee, if required
4) Warrant printing fee
B. If the parties, after negotiation, cannot reach agreement
with regard to either the price to be paid by the
Underwriter for the Warrants or the interest rate which the
Warrants are to bear, the County may at any time immediately
terminate this engagement by written notice to the
Underwriter and use materials prepared by the Underwriter to
assist the County in selling warrants to another party.
While negotiating with the Underwriter for the sale of the
Warrants, the County shall have the right to contact other
parties to discuss alternatives in the market for the same
Warrants. However, the County shall not consummate a sale to
any third party prior to termination of this engagement. If --
the County terminates the engagement and sells the Warrants —
to another party, the County shall compensate the Underwriter --
for all actual out of pocket expenses incurred in the
preparation of the materials for issuance of the Warrants.
Compensated out of pocket expenses shall not exceed $ 2,500.
--
Engagement Letter — 2
C. The County will provide all materials and information
requested by the Underwriter and will provide assurance that
the information is accurate and fairly represents the current
status of the County and the improvement districts. If
agreement is reached and the County agrees to sell and the
Underwriter agrees to buy the Warrants, the County will
execute representation that no material facts were mis—stated
or omitted. The County will provide an Arbitrage Certificate
to Bond Counsel. Between the date of this engagement and the
closing of the sale, the County will inform the Underwriter
of any known development which would materially affect the
financial status of the County or the improvement districts.
If the terms set forth above meet with your approval, please
sign the enclosedcopy of this letter and return it to our
office.
We are prepared to begin preparing for this transaction
immediately upon your acceptance of this letter. If you have
any questions or wish to dis=cuss any aspect"of this
engagement letter in detail, please do not hesitate to
contact Daniel Anderson, Vice President, at (503) 796 2655.
•
Yours very truly,
Daniel Anderson
Vice President — Public Finance
Acknowledged for Deschutes County:
(by)
(title)
(date)
Engagement Letter — 3