2018-417-Resolution No. 2018-037 Recorded 10/12/2018Recorded in Deschutes County CJ2018-417
Nancy Blankenship, County Clerk
Commissioners' Journal
111111
2018-417
10/12/2018 1:50:11 PM
1
1111111 11 III
For Recording Stamp Only
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing the County's
Refinancing of its Full Faith and Credit
Obligations
*
*
RESOLUTION NO. 2018-037
WHEREAS, Deschutes County, Oregon (the "County") is authorized by Oregon Revised
Statutes ("ORS") Sections 271.390 and 287A.360 to enter into financing agreements to finance
or refinance real or personal property that the Board of County Commissioners (the "Board")
determines is needed so long as the estimated weighted average life of the financing agreement
does not exceed the estimated dollar weighted average life of the property that is financed; and
WHEREAS, the County is authorized by ORS 287A.105 to incur bonded indebtedness
within the meaning of Section 10, Article XI of the Oregon Constitution in an amount not to
exceed one percent of the real market value of the taxable property in the County, in the form of
a financing agreement, and to commit the County's full faith and credit and taxing power
pursuant to ORS 287A.315 to pay the amounts due under the financing agreement; and
WHEREAS, the County previously financed (1) the construction of a building to house
the regional office for the Oregon State Police and an office/dispatch space for the 9-1-1
Emergency Dispatch Center (the "2008 Projects") pursuant to a Financing Agreement (the "2008
Financing Agreement") and an Escrow Agreement (the "2008 Escrow Agreement"), each dated
as of December 30, 2008; and (2) the purchase and remodeling of an office building to house the
County's Parole and Probation Department (the "2009 Projects") pursuant to a Financing
Agreement (the "2009 Financing Agreement") and an Escrow Agreement (the "2009 Escrow
Agreement"), each dated as of April 9, 2009; and
WHEREAS, (1) the 2008 Escrow Agreement authorized the issuance of Full Faith and
Credit Obligations, Series 2008 A in the original aggregate principal amount of $9,635,000 (the
"2008 Obligations"); and (2) the 2009 Escrow Agreement authorized the issuance of Full Faith
and Credit Obligations, Series 2009 A in the original aggregate principal amount of $3,215,000
(the "2009 Obligations"); and
WHEREAS, the County may be able to reduce its debt service costs by refinancing all or
a portion of its obligations under (1) the 2008 Financing Agreement and the 2008 Escrow
Agreement; and (2) the 2009 Financing Agreement and the 2009 Escrow Agreement; and
Page 1 of 4 — Resolution No. 2018-037
3132442.2 042890 RSIND
WHEREAS, the Board hereby determines that the Projects are needed, and that it is
desirable to refinance all or a portion of the Projects pursuant to ORS 271.390 and ORS
287A.360; 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
(each of whom is referred to herein as a "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: (1) refinance all or a portion
of the County's obligations under the 2008 Financing Agreement and the 2008 Escrow
Agreement; (2) refinance all or a portion of the County's obligations under the 2009 Financing
Agreement and the 2009 Escrow Agreement; and (3) pay costs of the refinancings. 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 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.
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, escrow deposit agents, trustees or
verification agents, and any other professionals whose services are desirable for the Financing
Agreements, and enter into agreements with those service providers.
1.5. Select the maturities of any obligations to be refunded and cause notice of call and
redemption to be given.
1.6. 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.
1.7. 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 with those underwriters 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.
Page 2 of 4 — Resolution No. 2018-037
3132442.2 042890 RSIND
1.8. Undertake to provide continuing disclosure for each series of Obligations in
accordance with Rule 15c2-12 of the United States Securities and Exchange Commission.
1.9. 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 those providers of credit enhancement.
1.10. 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.
1.11. 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 issue, sell and deliver the Financing
Agreements 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 financing payments under the
Financing Agreements is unconditional. Pursuant to ORS 287A.315, the County Official may
pledge the County's full faith and credit and taxing power within the limitations of Section 11
and 1 lb 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 PFM Financial Advisors LLC is appointed as municipal advisor to the County, with
respect to the Obligations.
Section 4. Effective Date.
This Resolution shall take effect immediately upon its adoption.
Page 3 of 4 — Resolution No. 2018-037
3132442.2 042890 RSIND
DATED this 6 day o
ATTEST:
ecording Secretary
Record of Adoption Vote
Commissioner
Anthony DeBone
Philip G. Henderson
Tammy Baney
, 2018.
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ANTHONY DEBONE, CHAIR
PHILIP G. HE
TAMMY BANEY, CO
Yes No Abstained Excused
i4 -
Page 4 of 4 — Resolution No. 2018-037
ISSIONER
3132442.2 042890 RSIND
DATED: Date of delivery
OFFICIA1.. STATENIINT 'DATED DECEMBER 23, 2008
Deschutes County, Oregon
Fu11 Faith and Credit Obligations,
$9,635,000 Series 2008 A
DUE: June 1, as shown below
MOODY'S RATING — Aa2 (insured); Al (underlying). See "Rating and insurance" herein.
BOOK -ENTRY ONLY SYSTEM —Tile Deschutes County, ()writ Full Faith and Credit Obligations, $9,635,000, Series 200 A
(the "Obligations") will be issued OS fully registered obligations under a book-enhy only system and will bc. regisiered in the
name of Cede & Co„ as Obligations owner and nominee lor The Depository Trust C:ompany ("1)T(."), DTC will act as initial
securities deposiniry for the Obligations. Individual purchases of the Obligations 121 be made in book -entry form, in the
denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interest in
the Obligations :purchased.
PURPOSE— DeschuteS County, Oregon (the "Count)") executes the Financing Agymment to fund the construction of a building
that will house the regional office for the Oregon State Police and a 11022' office/dispatch space for the 9-1-1 Emergency
Dispatch Center (the "Project"); and to pay for the costs issuance of the Obligations.
PRINCIPAL AND INT-ERE:ST PAYMENTS—Interest 00 the Obligations will be paid on June], 201)9 and semiannually thereafter
on December 1 and June 1 of each year to the maturity or earlier i•ederiiption Of the Obligations. Principal of and interest on
the Obligations will be payable to the persons in whose names such Obligations are registered (the "Beneficial Owner"), at
the addrciss appearing upon the registration books 00 the 1501 day of the month preceding a payment date, The principal of
and interest on the Obligations will be payable by the County's Paying Agent, currently Union 0 lnk of California, N,A.,11)
i.yrc %.viticht in turn, Will remit such principal and 221(1. "1 to the 151-r. particijNints for subsequent disbursement to the
Beneficial Owners of the Obligations.
REDEMPTION —The Obligations are subject to optional redemption as described herein. See "Optional Redemption" herein,
BOND INSURANCE,— The scheduled payment of principal of and interest on the Obligations when due will be guaranteed
under a financial guaranty insurance policy to be issued concurrently with the delivery of the Obligations by Assured
Guaranty Corp.
ASSURED
GUARANTY
SEcuRrry —The Obligations represent undivided owneiship interests in the principal and interest payments due from the
Connty tinder the 1i0ancing Agreement, as defined 11111(11 (the "Financ(ng Payments"), °rho full faith and credit of the
County are pledged to the payment of the Financing Payments. The County will use the limited taxing power available to it
Under the law s h is necessai y to generate funds sufficient to make afl Financing l) 2)11 80110(1 to the 111111.011011S
provided in Article XI, Sections 11 and 111)01 111 Oregon Constitution and any Ihnitations which may hereafter be imposed
by law, The obligation of the County to make the Financing Payments is absolute and unconditional, and shall not be subject
10 annual appropriation. The ()w 0011. of the Obligotions do not have a lien or security interest in the Project financed with the
proCeeds of the Obligations. 1110 Oblig,ations do not constitute a debt or indebtedness of the State of Oregon, or any political
subdivision thereof other than the County,
TAX EXEMV rION— 01 the opininn of KM., Gates 1 1 P Portland, Oregon, Special Counsel, asstimint.), compliance with certain
covenants of the County, the interest component of Financing Payments that is paid to OW1101.13 01110 Obligations ("Interest")
is excluded from gross income for federal income lax purposes under existing law. Interest is not an item of tax preference
for purposes of either individual or corporate alternative minimum tax. 'Interest may be indirectly subject to corporate
alternative minimum tax and certain other taxes imposed 00 certain corporations. In the opinion of Special Counsel, Interest
is exempt from Oregon personal income tax under existing law.
The County has designated the Financing, Agreement as a "qualified tax-exempt obligation" for purposes of Section
265(13)(3)03) of the Code. See "Tax Matters for a discussion of the opinion of Special Counsel.
DELI \.) ERY 'rhC obligations are offered when 1', and if issued and sold by the County and 1'. 11 by the Underwriter,
subjea to th0 final approving legal opinion of KM, Gales Pmiland, Oregon ("Special Counsel"). It is expected that the
Obligations will be available 'for delivery to the Paying Agent for Fast Automated Securities Transfer on behalf of DTC, on 01
111)001 01ece0nber 30, 2008.
Tills COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUTCX REFERENCE ONLY. rT IS NOTA SUMMARY OF THE ISSUE. INVESTORS MUST
READ THE ENTIRE OFFICIAL STATEMENT- TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING ()FAN INFORMED INVESTMENT DECISION.
IKFINANCIAL
GROUP
WRSTERN
Piperjaffray
OFFICIAL STATEMENT DATED MARCH 31, 2009
Deschutes County, Oregon
Full Faith and Credit Obligations,
$3,215,000 Series 2009 A
DATED: Date of delivery
DUE: June 1, as shown below
MOODY'S RATING — Aa2 (insured); Al (underlying). See "Rating and Insurance" herein.
BOOK ENTRY ONLY SYSTEM Thi Deschutes County Oregon Dull Faith and Credit Obligations, ;},3,215,000 Series 2009 A
(the 'Obligaations',) will be issued as fully registered obligations under a book -entry only system anti will be registered in the
name of Cede & Co., as Obligations owner and nominee for The Depository Trust tut Company ("DTC'), DTC will act as initial
securities depository for the Obligations. Individual purchases of the Obligations will be made in book -entry form, in the
denomination of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interest in
the Obligations purchased.
PURPOSE—Deschutes County, Oregon (the "County") execute~ the Financing Agreement to fund the purchase and remodeling,
of an office building to house the County's Parole and Probation f:.)epartnient; (the "Project") and to pay for the costs issuance
of the Obligations.
PRINCIPAL AND INTEREST PAYMENTS—Interest on the Obligations will be paid on December 1, 2009 and semiannually
the reafter on December 1 and June 1 of each year to the rnaturity or earlier redemption of the Obligations. Principal of and
interest on the Obligations will be payable to the persons in whose names such Obligations are registered (the ' Beneficial
Owner") at the address appearing upon Ile registration books on the 15,1, day of the month preceeding a payment date. The
Fprincipal of and intertest on the Obligations will be payable by the County's Paying A1'ent, currently lJnron Bank, N.A., to
YI"C which, in turn, will remit such principal and interest to the DTC participants for subsequent disbursement to the
Beneficial Owners of flue Obligations.
REDtiMI't'tON—The Obligations are subject to optional redemption and mandatory redemption as described herein, See
"Optional Redemption and "Mandatory Redemption" herein.
BONI.) INSURANCE— The scheduled payment of principal of and interest on the Obligations when due will he guaranteed
under a financial guaranty insurance policy to be issued concurrently with the delivery of the Obligations by Assured
Guaranty Corp.
ASSURED
GUARANTY
SECURiTY--The Obligations represent undivided ownership interests in the principal and interest payments due from the
County under the Financing Agreement, as defined herein (the "Financing Payments'). The full faith and credit of the
County are pledged to the payment of the Financing Payments. The County will use the limited taxing power available to it
under the law which is necessary to generate funds sufficient to make on Financing Payments, subject to the limitations
provided in Article XI Sections 11 and 110 of the Oregon Constitution and any limitations which nay hereafter be unposed
by law. The obligation of the County to make the Financing Payments is absolute. and unconditional, and shall not be subject
10 annual appropriation, The Owners of the Obligations do not have a lien or security interest in the Project financed with the
proceeds oI the Obligations. The Obligations do not constitute a debt or indebtedness of the State of Oregon, or any political
subdivision thereof other than the County.
TAX 1 vl MPTION —In the opinion of K&1. Gates 1 1,T' Portland, Oregon, Special Counsel, )Ssunin compliance with certain
covenants of the County, the interest component of Financing Payments that is paid to owners of tie Obligations ("interest")
is excluded from gross income for federai income tax purposes under existing law, Interest on the Bonds is not an item of tax
preference for purposes of the federal alternative minimum tax imposed on individuals and corporations and is not included
in adjusted current earnings for the purpose of contkputing the federal alternative minimum tax imposed 00 certain
corporations. In the opinion of Special Counsel, Interest is exempt from Oregon personal income tax under existing law.
The County has designated the Financing Agreement as a "qualified tax-exempt obligation" for purposes of Section
265(B)(3)(13) of the Code. See "Tax Matters" for a discussion of the opinion of Special Counsel.
DELIVERY—The Obligations are offered when as, and if issued and sold by the County and accepted by the Underwriter,
subject to the final approving legal opinion of K&1., Gates LLP, Portland, Oregon ("Special Counsell"). It is expected that the
Oblrhihtions will be available for delivery to the Paying Agent for Fast Automated Securities Transfer 011 behalf of DTC, on ar
about April 9, 2009.
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOTA SUMMARY OF THE ISSUE, INVESTORS MUST
READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.
\Y'1i;'f0W\
FINANCIAL
GROUP
PiperJaffray
Deschutes County Board of Commissioners
1300 NW Wall St, Bend, OR 97703
(541) 388-6570 - Fax (541) 385-3202 - https://www.deschutes.org/
AGENDA REQUEST & STAFF REPORT
For Board of Commissioners Business Meeting of September 26, 2018
DATE: September 18, 2018
FROM: Wayne Lowry, Finance, 541-388-6559
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Resolution No. 2018-037, Establishing Debt
Refinancing Authority
RECOMMENDATION & ACTION REQUESTED:
Staff recommends approval of Resolution 2018-037 establishing the authority to proceed
with the refinance of series 2008A and 2009A
CONTRACTOR: N/A
AGREEMENT TIMEFRAME: N/A:
INSURANCE:
N/A
BACKGROUND AND POLICY IMPLICATIONS:
The August 20, 2018 work session included a discussion of the potential to refinance both
2008A and 2009A outstanding bonds. The next step in the refinancing process is to establish
the appropriate authority to allow staff to move forward with the process to refinance the bonds
and to make the necessary decisions to complete the process. Resolution 2018-037 was
drafted by our Bond Counsel, Hawkins, Delafield & Wood and establishes the needed authority
to make decisions and complete the refinancing process.
FISCAL IMPLICATIONS: Refinancing of either of these issues or both will produce significant
interest savings over the remaining life of the outstanding bonds. The amount of savings will
be dependent on the timing and method of refinancing of each issue. We will use our
Financial Advisors, Public Financial Management (PFM) to analyze our savings to ensure the
County realizes the maximum savings from this process.
ATTENDANCE: Wayne Lowry, Finance Director