2019-481-Resolution No. 2019-056 Recorded 12/11/2019REVIEWED
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LEAL COUNSEL
Recorded in Deschutes County
Nancy Blankenship, County Clerk
Commissioners' Journal
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2019-481 II�II�III
2019-481
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BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Transferring
Appropriation Within the Deschutes County
Extension/4H District 2019-2020 Budget
RESOLUTION NO. 2019-056
WHEREAS, a request for transferring appropriation within the Deschutes County Extension/4H
District 2019-2020 Budget
WHEREAS it is necessary to transfer appropriations within the Deschutes County Budget to
accommodate the request; now therefore,
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES
COUNTY, OREGON, as follows:
Section 1. That the following transfers of appropriations be made:
Deschutes County Extension/4H District
Debt Service
Deschutes County Extension/411 District
Transfers
$ 60,275
($60,275)
Section 2. That the Chief Financial Officer make the appropriate entries in the Deschutes County
Financial System to show the above appropriations.
DATED this L/_day of 'bte)2019.
ATTEST: r'
`RecC_F_rT&ii9_ Secretary
PAGE 1 OF 1 -RESOLUTION NO. 2019-056 (12/4/2019)
BOARD OF COUNTY COMMISSIONERS OF
ANTHONY DEBONE, Commissioner
R V1 WED
LEGAL COUNSEL
DESCHUTES COUNTY LOAN/PLEDGE AGREEMENT
Document No. 2019-767
This Loan/Pledge Agreement ("Agreement") is entered into:
BETWEEN: Deschutes County (hereinafter referred to as "County")
1300 NW Wall Street
Bend, OR 97703
AND: Deschutes County Extension/411 Service District (hereinafter referred to
"District")
3800 SW Airport Way, Bldg 4
Redmond, OR 97756
RECITALS
WHEREAS, Deschutes County recognizes that the District serves an important public purpose to
provide research -based, objective information to help people solve problems, develop leadership,
and manage resources wisely, and to help grow kids who are prepared to thrive in life today and
careers tomorrow; and
WHEREAS, District wishes to expand and improve its existing facility at the Deschutes County
Fairgrounds & Expo Center in Redmond, Oregon, and construct a new (additional) building to
better serve this purpose; and
WHEREAS, the said expansion and improvements will create additional jobs, double the size of
the facility, and expand current public service offerings; and
WHEREAS, County desires to assist in the expansion of District's facility by loaning the District
a sum of money not to exceed ONE MILLION DOLLARS ($1,000,000.00), required by the
District for construction and equipment costs of the new facility; and
NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree to as follows:
Section 1.1 Dollars and $ shall mean lawful money of the United States of America.
Section 1.2 Loan shall mean funds loaned by County to District as provided under Section 3.
Deschutes County Document No. 2019-767 Loan Pledge Agreement
Section 1.3 Project shall mean expansion and improvement of District facilities at the
Deschutes County Fairgrounds & Expo Center, in Redmond, Oregon.
SECTION 2
TERM
This Agreement shall be effective as of the date of execution by all parties and continue until the
Loan is paid in full.
OX4063M
LOAN
Section 3.1 Loan
County agrees to loan the District a sum of money not to exceed $1,000,000.00 as outlined in
Exhibit A to the Promissory Note (Document 2019-654).
Section 3.2 Loan Purpose and Representations of the District
The purpose of the loan is to carry out the Project, and for no other purposes. District represents
and warrants that it will diligently pursue and complete the following:
3.2.1 District will construct a new (additional) facility at its current location to expand its
current offerings.
3.2.2 District, independently or in coordination with County will submit to the County
monthly Project progress reports with statements of payments to construction and
equipment vendors.
Section 3.3 Loan Repayment; Pledge
3.3.1 District agrees to pay the full amount of the loan with a 1.85% interest rate, compounded
annually beginning from the date of this Agreement until December 2038, at which time the
remaining unpaid principal balance together with accrued interest, if any, shall be due and payable.
3.3.2 Loan is payable in twenty (20) annual installments of sixty -thousand two hundred and seventy
five dollars ($60,275.00). [The number of installments will be adjusted to reflect the actual sum of
money loaned.]
3.3.3 Pursuant to the "Promissory Note" attached as Appendix A, District hereby pledges and
expressly directs and authorizes County to deduct as debt service the annual loan installments and
all interest due from the ad valorem taxes collected annually by County on District's behalf.
3.3.4 The initial debt service deduction of taxes collected shall be made on or about November
2019, and annually each year thereafter until December 2038.
3.3.5 Payment of any installment shall be applied first to late charges, then accrued interest to the
2 Deschutes County Document No. 2019-767 Loan Pledge Agreement
date of receipt thereof, and the balance, if any, to principal. District may prepay this Note in full
or in part without penalty, but any such prepayment shall be first applied to late fees, accrued
interest, and the balance, if any, to principal. However, any pre -payment shall not excuse regular
annual payment except with prior written approval of County.
SECTION 4
DEFAULT
Section 4.1 Events of Default
The following shall be considered events of default:
4. 1.1 District fails to complete, or County reasonably determines that District will not be able to
complete, the obligations described in Section 3.2.1 and its other obligations under this
Agreement; provided, however, that upon such failure or determination, County shall first
provide to District written notice of such failure or determination, and District shall have thirty
(30) days to correct the matter. If the matter has not been corrected by District within this thirty
(30) day period to the reasonable satisfaction of County, County shall be entitled to declare
District in default of its obligations under this Agreement and the loan and accrued interest shall
be payable in full upon presentation.
4.1.2 The occurrence of any event that in the sole judgment of County has or may reasonably be
expected to have a material adverse effect on District's financial condition or District's ability to
make any payment required by this Agreement.
4.1.3 District fails to pay, becomes insolvent or unable to pay, or admits in writing an inability to
pay District's debts as they become due, or makes a general assignment for the benefit of
creditors and/or undertakes dissolution proceedings.
SECTION 5
MISCELLANEOUS
Section 5.1 Right to Inspect
District agrees that County, their agents, and employees shall be entitled, upon reasonable prior
notice to District, to access and inspect the District property during and after construction to
ensure District is complying with the terms of this Agreement and all applicable federal, state
and local laws and regulations. The right to inspection also shall include any invoices or
statements from vendors or creditors regarding the Project. The right of inspection shall continue
until all the obligations of District under this Agreement have been satisfied.
Section 5.2 District Reserves the Right to Lease Space
District has the right to rent or lease out District office space, meeting rooms, or other areas of
the facility owned by the District.
Deschutes County Document No. 2019-767 Loan Pledge Agreement
Section 5.3 Attorney's Fee Provision
In the event suit or action is instituted to enforce any of the terms or conditions of this
Agreement, and/or the associated Promissory Note, the unsuccessful party shall pay to the
prevailing party, in addition to the costs and disbursements allowed by statute, such sum as the
court may adjudge reasonable as attorney fees in such suit or action, in both trial court and
appellate courts.
Section 5.4 Indemnification
District shall defend, indemnify and hold harmless County, its officers, agents, employees and
members from all claims, suits and causes of action, including attorney's fees, of any nature
whatsoever relating to claims by third parties resulting from or arising out of this Agreement or
funds loaned to District under the Agreement.
Except as otherwise provided in this Section, County shall defend, indemnify and hold harmless
District, their officers, agents, employees and members from all claims, suits and causes of
action, including attorney's fees, relating to claims by third parties as to the validity under public
finance laws of this Agreement or funds loaned to the District under this Agreement.
Section 5.5 Entire Agreement
This Agreement and the associated Promissory Note constitute the entire agreement between the
parties regarding the matters herein.
Section 5.6 Titles and Subtitles
The titles in this Agreement are for convenience only and in no way define, limit, or describe the
scope or intent of any provision of this Agreement.
Section 5.7 Notice
All notices, requests, demands, and other communications to or upon the parties hereto shall be
in writing and shall be deemed to have been duly given or made: Upon actual receipt, if
delivered personally or by fax or an overnight delivery service; and at the end of the third
business day after the date of deposit in the United States mail, postage pre -paid, certified, return
receipt requested; and to the addresses set forth on page 1 of this Agreement or at such other
address of which such party shall have notified in writing the other parties hereto.
Section 5.8 Time is of the Essence
All parties agree that time is of the essence under this Agreement.
Section.5.9 Applicable Law
This Agreement is made, and shall be construed and interpreted under the laws of the State of
Oregon without regard to the principles of conflicts of law. Venue shall lie in state courts located
in Deschutes County, Oregon, provided, however, if the claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States
District Court for the District of Oregon.
4 Deschutes County Document No. 2019-767 Loan Pledge Agreement
Section 5.10 No Waiver
No failure or delay of County in exercising any right, power or remedy under this Agreement
shall operate as a waiver of such right, power or remedy of County, or of any other right. A
waiver of any provision of this Agreement shall not constitute a waiver of or prejudice County's
right otherwise to demand strict compliance with that provision or any other provision. Any
waiver, permit, consent or approval of any kind or character on the part of County must be in
writing and shall be effective only to the extent specifically set forth in such writing.
Section 5.11 No Assignment by District
No obligation or right under this Agreement may be assigned by the District without the prior
Consent of County, which consent may be withheld, conditioned, or delayed in the sole
discretion of County.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as
of the dates set forth below their respective signatures.
For Deschutes County
Approved as to Form for Deschutes County:
Dave Doyle, Legal Counsel'
Philip G. Hend son, Chair, Board of County Commissioners
/0 3c) - 17
Date
State of Oregon
County of Deschutes
Philip G. Henderson signed/attested before me on the day of D( --4J , 2019
Notary Public — State of Oregon
OFFICIAL STAMP
SHARON REM KWH
NOTARY pUBL C-OiiEOON
C0MMk4 3i0N IVO.974227'
%MycOMM*SION EXPIRES APRIL26, 20?2
State of OREGON
County of DESCHUTES
Before me, a Notary Public, personally appeared the above
identified County Commissioners for Deschutes County, Oregon,
and acknowledged the foregoing instrument on behalf of
Deschutes County, Oregon.
DATED this,30 day ofat L 201 c/
My Commission Expires Y:2L-,�
Notary PulorbOregon
Deschutes County Document No. 2019-767 Loan Pledge Agreement
For Deschutes County Extension/4H Service District
Approved as to Form for Extension/414:
Bruce Bischof Attorney
Philip G. l -lei -rson. Chair
Patti Adair, Vice Chair
Anthony DeBone, Commissioner
/to-�d
Date
State of Oregon
County of Deschutes
r
Notary Public — State (,""re�yon
OFFICIAL STEKWH
SHARON RENENOTARY PUBUO-COMMISSION NOCOMMISSION EXPIRES A022 r '
_.
State of OREGON
County of DESCHUTES
Before me, a Notary Public, personally appeared the above
identified County Commissioners for Deschutes County, Oregon,
and acknowledged the foregoing instrument on behalf of
Deschutes County, Oregon.
DATED thi �� day of l :`f(> Int 206
i&Y� My Commission Expires
ares
Notary Public Fol -Oregon
6
Deschutes County Document No. 2019-767 Loan Pledge Agreement
-REVIEWED�..�.�
—""'`-6— ft PROMISSORY NOTE
LEGAL COUNSEL
DATE: October 28, 2019
PROMISOR: Deschutes County Extension/4H Service District
3800 SW Airport Way, Bldg 4
Redmond, OR 97756
PROMISEE: Deschutes County, a political subdivision of the State of Oregon
c/o Finance Department
1300 NW Wall Street
Bend, Oregon 97703
FOR VALUE RECEIVED, Promisor promises to pay to Promisee, at Promisee's order, the
principal sum not to exceed ONE MILLION and no/100 DOLLARS ($1,000,000.00), together
with interest on the unpaid balance from the date of this note, at the rate of 1.85%, compounded
annually. This loan is to fund construction improvements/ expansion of Promisor's facilities at
3893 SW Airport Way, Redmond, at the Deschutes County Fairgrounds and Expo Center.
Principal and interest shall be payable in twenty (20) annual installments of sixty -thousand two
hundred and seventy five dollars ($60,275.00). [The number of installments will be adjusted to
reflect the actual sum of money loaned.] The initial debt service deduction of taxes collected
shall be made on or about November 2019, and annually each 'year thereafter until, 2038, at
which time the entire unpaid principal balance together with accrued interest, if any, shall be due
and payable.
1. Security
Promisor is an Oregon public entity formed as a taxing authority with a permanent rate levy in
Deschutes County, and as such Promisor grants Promisee authority to deduct as debt service the
annual loan installment and all interest due thereon from ad valorem taxes collected by Promisee
on Promisor's behalf. Any.taxes collected in excess of the annual installment will be distributed
to Promisor after the installment is fully satisfied. For any tax year in which the annual
installment exceeds the amount of taxes collected, the balance will be due within 30 days from
written notice to Promisor.
Upon executing this Promissory Note the Promisor grants Promisee a first position lien on the
improvements/expansion of the District facilities at 3893 SW Airport Way, Redmond, during
construction and after completion, and for the pendency of the term of this Promissory Note.
2. Interest & Acceleration.
Interest shall accrue on the loan principal the rate of 1.85%, compounded annually.
If any annual installment under this Note is not collected or paid when due and remains unpaid
after required notice to Promisor, a sum equal to two annual installments and accrued interest
Promissory Note: Deschutes County Extension/4H Page 1 of 3 (10/28/2019)
Document Number: 2019-654
i3C-?Oi4-654
thereon shall at once become due and payable at the option of Promisee. The due date shall not
be less than sixty (60) days from the date notice is mailed. Promisee may exercise this option to
accelerate during any default by Promisor regardless of any prior forbearance.
Failure to exercise any option to declare default or accelerate the balance due hereon shall not
constitute a waiver of the right to exercise the same in the event of any subsequent default.
Modification of the terms of payment of this Note made at the request of any entity liable thereof
shall not impair such entity's liability or the liability of any other entity or person now or
hereafter for liability of the payment(s).
3. Disputes.
With respect to any dispute relating to this Note or the debt that it evidences, or in the event that
a suit, action, arbitration, or other proceeding of any nature whatsoever, including any action
seeking a declaration of rights, is instituted to interpret or enforce this Note or any provision of
this Note or the associated loan and security documents, the prevailing party shall be entitled to
recover from the non -prevailing party its reasonable attorneys' fees and all other fees, costs, and
expenses actually incurred and reasonably necessary in connection therewith, as determined by
the judge or arbitrator at trial or other proceeding, or on any appeal or review, in addition to all
other amounts provided by law.
4. Application of Payments.
Payment of any installment shall be applied first to late charges, then accrued interest to the date
of receipt thereof, and the balance, if any, to principal. Promissor may prepay this Note in full or
in part without penalty, but any such prepayment shall be first applied to late fees, accrued
interest, and the balance, if any, to principal. However, any pre -payment shall not excuse regular
annual payment except with prior written approval of Promisee.
5. Waivers.
Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties,
guarantors, and endorsers hereof and thereafter. This note shall be the joint and several obligation
of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their
successors and assigns.
6. Notices.
Any notice provided for in this Note shall be given by mailing such notice to the property
addresses stated herein above.
Promissory Note: Deschutes County Extension/4H Page 2 of 3 (10/28/2019)
Document Number: 2019-654
Under Oregon Law (Chapter 9.67 OR laws 1989), most agreements, promises, and commitments
made by us after October 3, 1989 concerning loans and other credit extensions which are not for
personal, family, or household purposes or secured solely by the Borrower's residence, must be
in writing, express consideration, and be signed by us to be enforceable.
The indebtedness evidenced by this Note is further and additionally secured by the Loan/Pledge
Agreement dated October 28, 2019, attached hereto as Document 2019-767.
PROMISOR:
DESCHUTES COUNTY EX E ION/4H SERVICES DISTRICT
J
By: I t.r.d cr
Title: Olno.:. Ir -
Date:
Date: 1 D -so - 15
STATE OF OREGON )
ss.
County of Deschutes )
Before me, a Notary Public, personally appeared—PUi p a • �R , the above-
named &\- , e of Deschutes County Extension/41-1 Services District and
acknowledged the foregoing instrument on behalf of same.
DATED this,3C)day ofC.,`-CLq 2019
otary Public for Oreg
My Commission Expires:
OFFICIAL. STAMP
SHAW* PMOR M
NOTARyp-oneGON
COMMISSION N0.974227
FqMy0WMW0N EXPIRE8 APsat �, 7022
Promissory Note: Deschutes County Extension/4H Page 3 of 3 (10/28/2019)
Document Number: 2019-654
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-� 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 BOCC Wednesday Meeting of December 4, 2019
DATE: November 22, 2019
FROM: Andrea Perkins, Finance,
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Resolution No. 2019-056, a Resolution Transferring
Appropriation Within the Deschutes County Extension/4H District 2019-2020 Budget.
RECOMMENDATION & ACTION REQUESTED:
Staff recommends that the Board convene as the Governing Body of Deschutes County
Extension/4H Service District and approves Resolution 2019-055, A Resolution
Transferring Appropriation within the Deschutes County Extension/4H District 2019-2020
Budget.
BACKGROUND AND POLICY IMPLICATIONS:
During the budgeting process for FY2020, Deschutes County Extension/4H District ("District")
established a transfer appropriation to move $60,275 from its operating fund to its capital -reserve fund.
This appropriation was established as a placeholder for a potential debt issuance between Deschutes
County ("County") and the District.
With the approval of the loan/pledge agreement between the County and the District on October 30,
2019 (Deschutes County Document No. 2019-767), it is necessary to move the appropriation from the
transfer category to the debt service category.
FISCAL IMPLICATIONS: No additional fiscal implications are incurred by the District as a
result of this budget adjustment. The fiscal implications incurred between the County and
District, as it relates to the loan/pledge agreement, remain unchanged.
ATTENDANCE: James Wood, Accounting Manager