2022-192-Resolution No. 2022-026 Recorded 5/17/2022REVIEWED
(Am
LEGAL COUNSEL
Recorded in Deschutes County
Steve Dennison, County Clerk
Commissioners' Journal
CCG'J
2022-192
CJ2022-192
05/17/2022 1:04:17 PM
For Recording Stamp Only
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
A Resolution Authorizing Financing of a
Project in a Principal Amount not to
Exceed $21,900,000 and Refunding the
County's Full Faith and Credit Bonds
* RESOLUTION NO. 2022-026
WHEREAS, Deschutes County, Oregon (the "County") is authorized by Oregon Revised
Statutes ("ORS") Section 271.390 to enter into financing agreements to finance or refinance real
or personal property which the Board of County Commissioners (the "Board") determines is
needed, and to authorize certificates of participation in the right to receive the payments due from
the County under those financing agreements, so long as the estimated weighted average life of a
financing agreement does not exceed the estimated dollar weighted average life of the real or
personal property to be financed or refinanced by such agreement; 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, it is desirable to obtain financing to provide for the remodeling of the Negus
Transfer Station (the "Project") in an aggregate principal amount of not more than $21,900,000
pursuant to ORS Sections 271.390 and ORS 287A.105, and other applicable provisions of ORS
Chapter 287A; and
WHEREAS, the Project constitutes real or personal property, and the Board hereby
determines the Project is needed; and
WHEREAS, the County issued its Full Faith and Credit Bonds, Series 2013 in the
original principal amount of $8,405,000 (the "Refundable Bonds") to finance a jail expansion
project, including anew medium/maximum security inmate housing unit, improvements and
renovations to the existing jail facility and related site work (the "Refunded Project"); and
WHEREAS, the County may be able to reduce its debt service costs by refunding all or a
portion of the outstanding Refundable Bonds, and it is desirable to refinance all or a portion of
the outstanding Refundable Bonds pursuant to ORS Sections 271.390, 287A.105, and 287A.365
and other applicable provisions of ORS Chapter 287A; and
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3678813.2 045829 RSIND
WHEREAS, the Refunded Project constitutes real or personal property, and the Board
hereby determines that the Refunded Project was needed at the time it was financed and
continues to be needed; and
WHEREAS, the County may incur expenditures (the "Expenditures") to pay costs of the
Project prior to the issuance of the financing agreement and the County wishes to declare its
official intent to reimburse itself for any Expenditures the County may make from its own funds
on the Project from the proceeds of the financing agreement, the interest on which may be
excluded from gross income under Section 103 of the Internal Revenue Code of 1986, as
amended (the "Code"); now therefore
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF
DESCHUTES COUNTY, OREGON, as follows:
Section 1. Financing Agreement Authorized.
The County is hereby authorized to finance the Project under the authority of ORS
Sections 271.390 and 287A.105, and other applicable provisions of ORS Chapter 287A, by
entering into one or more financing agreements, loan agreements, credit facilities, or other
financing documents (the "New Money Financing Agreements") in an aggregate principal
amount of not more than $21,900,000. The County may also pay costs of issuing the New
Money Financing Agreements and any associated Obligations (as defined below) with proceeds.
Section 2. Refinancing of the Refundable Bonds Authorized.
The County is also authorized to refinance all or a portion of the outstanding Refundable
Bonds under the authority of ORS Sections 271.390, 287A.105, and 287A.365, and other
applicable provisions of ORS Chapter 287A, by entering into one or more financing agreement,
loan agreements, credit facilities or other financing documents (the "Refunding Financing
Agreements" and together with the New Money Financing Agreements, the "Financing
Agreements") to refinance all or a portion of the outstanding Refundable Bonds. The Refunding
Financing Agreements may be issued in an amount sufficient to pay and redeem the Refundable
Bonds to be refunded, plus an amount sufficient to pay estimated costs related to accomplishing
the refunding and the issuing of the Refunding Financing Agreement and any associated
Obligations (as defined below);
Section 3. Delegation.
The County Treasurer, the interim or permanent Chief Financial Officer, the County
Administrator, or the designee of either of those officials (each of whom is referred to herein as a
"County Official") are hereby authorized on behalf of the County and without further action by
the Board, to:
3.1. Negotiate, execute and deliver the Financing Agreements which obligate the
County to repay the financed amounts, with interest. 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, including covenants for the benefit of the lenders or credit enhancement
providers.
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3678813.2 045829 RSIND
3.2. 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, including covenants for the benefit of the lenders or credit enhancement providers.
3.3. Determine whether the interest payable on each Financing Agreement will be
includable in gross income or excludable from gross income under the Internal Revenue Code of
1986, as amended (the "Code") and covenant for the benefit of the owners of tax-exempt
obligations to comply with all provisions of the Code which are required for the interest
component of financing payments payable under the related Financing Agreements to be
excluded from gross income for federal income tax purposes.
3.4. Designate the Financing Agreements and Obligations as "qualified tax-exempt
obligations" under Section 265(b) of the Code, if applicable.
3.5. Issue any Financing Agreement as a "taxable bond" bearing interest that is
includable in gross income under the Code.
3.6. 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.
3.7. Apply for and purchase ratings, municipal bond insurance, or other forms of credit
enhancements for the Financing Agreements and Obligations, and enter into related agreements,
as necessary.
3.8. Enter into additional covenants for the benefit of the purchasers of the Financing
Agreements and Obligations which the County Official determines are desirable to sell the
Financing Agreements and Obligations on favorable terms.
3.9. Engage the services of verification agents, escrow agents, paying agents and any
other professionals whose services are desirable for the financings and enter into agreement with
these service providers.
3.10. Select the maturities of any Refundable Bonds to be refunded.
3.11. Enter into one or more escrow deposit agreements for the refunding, take actions
to call, defease and redeem all or any portion of the outstanding Refundable Bonds, file any
required advance refunding plans with the State of Oregon.
3.12. Subject to this Resolution, determine the final principal amount of each Financing
Agreement, the interest rate or rates which each Financing Agreement and each series of
Obligations shall bear, and the County's prepayment rights and other terms of each Financing
Agreement and each series of Obligations.
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3678813.2 045829 RSIND
3.13. 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, select one or more
underwriters, negotiate the terms of the sale of each series of Obligations, and sell that series to
those underwriters; or select one or more commercial banks, negotiate the terms of the sale of
each Financing Agreement and sell each Financing Agreement to those commercial banks.
3.14. 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 and the Obligations and to accomplish the refunding of the Refundable Bonds in
accordance with this Resolution.
Section 4. 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 5. Declaration of Intent to Reimburse.
The Board hereby declares its official intent to reimburse its Expenditures with the
proceeds of the New Money Financing Agreements pursuant to United States Treasury
Regulation 1.150-2.
Section 6. Appointment of Bond Counsel and Municipal Advisor.
The law firm of Hawkins Delafield & Wood LLP is appointed as bond counsel to the
County, and PFM Financial Advisors LLC is appointed as municipal advisor to the County, with
respect to the Obligations.
Section 7. Effective Date.
This Resolution shall take effect immediately upon its adoption.
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DATED this 1 lth day of May, 2022.
ATTEST:
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Recordin Secretary
Record of Adoption Vote
Commissioner Yes
Patti Adair
Anthony DeBone
Phil Chang
BOARD OF COUNTY COMMISSIONERS
OF SCHUTES COUNTY, OREGON
PATTI ADAIR, CHAIR
ANTHONY DEBONE, VICE CHAIR
PHIL CHANG, COMM SSIONER
No Abstained Excused
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3678813.2 045829 RSIND
w1 E S C'0
A BOAR® OF
COMMISSIONERS
MEETING DATE: May 11, 2022
SUBJECT: Authorize Issuance of Debt for Negus and Potential Refinancing
RECOMMENDED MOTION:
Move approval of Resolution 2022-26.
BACKGROUND AND POLICY IMPLICATIONS:
Construction on the Negus Transfer Station improvements are scheduled to begin in July 2022.
In order to provide the funding to complete the project, the BOCC must authorize the issuance of
debt and delegate to County staff the authority to make decisions and enter into agreements to
facilitate the debt issuance. The attached resolution limits the new debt issuance to $21,900,000
and authorizes County staff to take all the steps necessary to complete the transaction.
Also included is the authority for County staff to refinance the callable portion of the outstanding
series 2013 Bonds that were originally issued to finance Jail improvements. This transaction will
only proceed if adequate savings can be achieved.
BUDGET IMPACTS:
The issuance costs will be covered by bond proceeds and future debt service will be paid by the
Solid Waste Operation. Future debt service costs have been estimated and factored into the
Solid Waste financial forecast.
ATTENDANCE:
Wayne Lowry, Interim Chief Financial Officer
Chad Centola, Director, Solid Waste Department