2022-391-Order No. 2022-057 Recorded 10/12/2022Recorded in Deschutes County CJ2022_391
REVI ED Steve Dennison, County Clerk
Commissioners' Journal 10/12/2022 4:13:38 PM
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2022-391
BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON
An Order designating Geoff R Hinds, Fair &
Expo Director, as the Deschutes County
Representative for the purpose of signing the
Oregon Business Development Department
Contract for Capital Improvements Grant
* ORDER NO. 2022-057
WHEREAS, the Board of County Commissioners of Deschutes County has authorized acceptance of
Oregon Business Development Department grant funds in the amount of up to $277,777; and
WHEREAS, in order to receive the funds, the Contract was drafted identifying Department Director Geoff
R Hinds as the signatory; and
WHEREAS, in the essence of time and efficiency and deadlines it would be prudent for Deschutes County
to approve the agreement as drafted; now, therefore,
THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, HEREBY
ORDERS as follows:
Section 1. Geoff R Hinds, Deschutes County Fair & Expo Director, is designated as the Deschutes County
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Improvement grant.
Dated this of 0C .' 0, 2022.
ATTEST:
Recohd'rng Secretary
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
M" a—,
PATTI ADAIR, Chair
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ANTHONY DeBONE, Vice Chair
PHIL CHANG, Co missioner
PAGE 1 of 1- ORDER No. 2022-057
STATE OF OREGON
COUNTY FAIRGROUNDS CAPITAL IMPROVEMENTS
GRANT AGREEMENT
Contract Number: C2022528
Project Name: Heating, Ventalating and Air Conditiong (HVAC)/Lighting Control
This grant agreement ("Contract") is between the State of Oregon, acting through its Oregon
Business Development Department ("OBDD"), and Deschutes County ("Recipient"). This Contract
becomes effective only when fully signed and approved as required by applicable law ("Effective
Date").
This Contract includes Exhibit A - Project Description.
Pursuant to Oregon Laws 2021, Chapter 669, Section 202 (the "Act"), OBDD is authorized to make
grants for county fair capital improvements.
SECTION 1 - KEY TERMS
The following capitalized terms have the meanings assigned below.
Grant Amount: $277,777.
Project Completion Deadline: 04 May 2025
SECTION 2 - FINANCIAL ASSISTANCE
A. OBDD shall provide Recipient, and Recipient shall accept from OBDD, a grant (the "Grant") in an
aggregate amount not to exceed the Grant Amount.
B. Conditions Precedent. OBDD's obligations are subject to the receipt of the following items, in form
and substance satisfactory to OBDD and its Counsel:
(1) This Contract duly signed by an authorized officer of Recipient; and
(2) Such other certificates, documents, opinions and information as OBDD may reasonably
require.
C. Financing Availability. OBDD's obligation to make, and Recipient's right to request, disbursements
under this Contract terminates 90 days after the Project Completion Deadline. Activities occurring
after that date are the sole responsibility of Recipient.
D. Unexpended Grant Funds. Any Grant funds that remain after all authorized disbursements or the
date this Contract is terminated will be retained by the State of Oregon.
E. Use of Grant funds. The Recipient shall use the Grant funds only for actual, reasonable and
necessary Project costs for the activities described in Exhibit A ("Project"). Grant funds cannot be
used for costs in excess of one hundred percent (100%) of the total Project costs.
SECTION 3 - DISBURSEMENT
A. Initial Disbursement followed by Reimbursement. OBDD will disburse 20% of the Grant to
Recipient promptly after full execution of this Contract. Thereafter, The Grant funds will be
C2022528_DeschutesCounty_Contract.docx Page 1 of 11
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disbursed to Recipient on an expense reimbursement or costs -incurred basis. Recipient must submit
a disbursement request for the Grant funds on an OBDD-provided or OBDD-approved disbursement
request form ("Disbursement Request"), but not more frequently than once a month. Each
Disbursement Request must be accompanied by a progress report as required by Section 5A(6).
B. Conditions to Disbursements. OBDD has no obligation to disburse Grant funds unless:
(1) OBDD has sufficient funds currently available for this Contract; and OBDD has received
appropriations, limitations, allotments or other expenditure authority sufficient to allow
OBDD, in the exercise of its reasonable administrative discretion, to make payment, and
notwithstanding anything in the Contract, occurrence of such contingency does not constitute a
default.
(2) For disbursements following the initial disbursement, OBDD (a) has received a completed
Disbursement Request, (b) has received any written evidence of materials and labor furnished
to or work performed upon the Project, itemized receipts or invoices for payment, and releases,
satisfactions or other signed statements or forms as OBDD may require, and (c) is satisfied that
all items listed in the Disbursement Request are reasonable and that the costs for labor and
materials were incurred and are properly included in the Project costs.
(3) The representations and warranties made in this Contract are true and correct on the date of
disbursement as if made on such date.
(4) All other conditions precedent under this Contract are met.
(5) There is no Event of Default by Recipient.
I SECTION 4 _ REwPPFCENTATIONC AND WA"-NTiEC OF RECIPIENT I
Recipient represents and warrants to OBDD as follows:
A. Organization and Authority.
(1) Recipient is a County, validly organized and existing under the laws of the State of Oregon.
(2) Recipient has all necessary right, power and authority under its organizational documents and
applicable Oregon law to execute and deliver this Contract and incur and perform its
obligations under this Contract.
(3) This Contract has been authorized by an ordinance, order or resolution of Recipient's
governing body if required by its organizational documents or applicable law.
(4) This Contract has been duly executed by Recipient, and when executed by OBDD, is legal,
valid and binding, and enforceable in accordance with their terms.
B. Compliance with Existing Agreements and Applicable Law. The authorization and execution of, and
the performance of all obligations required by, this Contract will not: (i) cause a breach of any
agreement or instrument to which Recipient is a party or by which the Project or any of its property
or assets may be bound; (ii) violate any provision of the charter or other document pursuant to which
Recipient was organized or established; or (iii) violate any laws, regulations, ordinances, resolutions,
or court orders related to Recipient, the Project or its properties or operations.
C. Full Disclosure. Recipient has disclosed in writing to OBDD all facts that materially adversely affect
the Grant, or the ability of Recipient to perform all obligations required by this Contract. Recipient
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has made no false statements of fact, nor omitted information necessary to prevent any statements
from being misleading. The information contained in this Contract, including Exhibit A, is true and
accurate in all respects.
D. Pending Liti ag tion. Recipient has disclosed in writing to OBDD all proceedings pending (or to the
knowledge of Recipient, threatened) against or affecting Recipient, in any court or before any
governmental authority or arbitration board or tribunal, that, if adversely determined, would
materially adversely affect the Grant or the ability of Recipient to perform all obligations required by
this Contract.
I SECTION 5 - COVENANTS OF RECIPIENT
A. Project Completion Obligations. Recipient covenants that it shall:
(1) Complete the Project using its own fiscal resources or money from other sources to pay for any
costs of the Project in excess of the total amount of financial assistance provided pursuant to
this Contract.
(2) Provide OBDD with copies of all plans and specifications relating to the Project, and a
timeline for the bidding/award process, at least ten (10) days before advertising for bids.
(3) Provide a copy of the bid tabulation and notice of award to OBDD within ten (10) days after
selecting a construction contractor.
(4) Permit OBDD to conduct inspection of the Project at any time.
(5) Complete the Project no later than the Project Completion Deadline, unless otherwise
permitted by the OBDD in writing.
(6) Deliver a progress report on the Project along with each Disbursement request, in form as
provided or directed by OBDD. Obtain and maintain as -built drawings for all facilities
constructed as part of the Project.
B. Notice of Adverse Change. Recipient shall promptly notify OBDD of any adverse change in the
activities, prospects or condition (financial or otherwise) of Recipient related to the ability of
Recipient to perform all obligations required by this Contract.
C. Compliance with Laws. The Recipient shall comply with all applicable laws, rules, regulations
and orders of any court or governmental authority that relate to this Contract, the Project and the
operation of the facilities or infrastructure of which the Project is a component. In particular, but
without limitation, Recipient shall comply with the following, as applicable:
(1) All federal or state tax laws applicable to Recipient's implementation of the Project and its
use of the Grant or compensation or payments paid with the Grant.
(2) State procurement regulations found in the Oregon Public Contracting Code, ORS Chapters
279A, 279B and 279C.
(3) State labor standards and wage rates found in ORS Chapter 279C.
(4) ORS 280.518 requiring public display of information on Lottery funding of the project.
Recipient shall include the following statement, prominently placed, on all plans, reports,
bid documents and advertisements relating to the Project:
C2022528 DeschutesCounty_Contract.docx Page 3 of 11
"This Project was funded in part by the Oregon State Lottery and administered by the
Oregon Business Development Department."
These laws, rules, regulations and orders are incorporated by reference in this Contract to the
extent required by law.
D. Ownership of Project. The Project will be owned by Recipient for not less than ten years
following the Project Completion Deadline. The Project will be operated by Recipient or by a
person under a management contract or operating agreement with Recipient. Any such
management contract or operating agreement will be structured as a "qualified management
contract" as described in IRS Revenue Procedure 97-13, as amended or supplemented.
E. Operation and Maintenance of the Project. Recipient shall operate and maintain the Project in
good repair and operating condition so as to preserve the long-term public benefits of the Project,
including making all necessary and proper repairs, replacements, additions, and improvements
for not less than ten years following the Project Completion Deadline. On or before the Project
Completion Deadline, Recipient shall adopt a plan acceptable to OBDD for the on -going
operation and maintenance of the Project without reliance on OBDD financing and furnish
OBDD, at its request, with evidence of such adoption. The plan must include measures for
generating revenues sufficient to assure the operation and maintenance of the Project during the
usable life of the Project.
F. Insurance, Damage. For a period of not less than ten years following the Project Completion
Deadline, the Recipient shall maintain, or cause to be maintained, insurance policies with
responsible insurers or self-insurance programs, insuring against liability and risk of direct
physical loss, damage or destruction of the Project, at least to the extent that similar insurance is
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facilities. Nothing in this provision precludes Recipient from exerting a defense against any party
other than OBDD, including a defense of immunity.
G. Sales. Leases and Encumbrances. For a period of not less than ten years following Project
Completion Deadline, except as specifically described in Exhibit A (Project Description),
Recipient shall not sell, lease, exchange, abandon, transfer or otherwise dispose of any
substantial portion of or interest in the Project, unless worn out, obsolete, or, in the reasonable
business judgment of Recipient, no longer useful in the operation of the Project. Nevertheless,
OBDD may consent to such disposition if it has received 90 days' prior written notice from
Recipient. Such consent may require receipt by OBDD of an opinion of Bond Counsel to the
effect that such disposition complies with applicable law and will not adversely affect the
exclusion of interest on any Lottery Bonds from gross income for purposes of federal income
taxation under Section 103(a) of the Code. The term "Bond Counsel" means a law firm
determined by OBDD to have knowledge and expertise in the field of municipal law and whose
opinions are generally accepted by purchasers of municipal bonds.
H. Books and Records; Inspections; Information. The Recipient shall keep accurate books and records
and maintain them according to generally accepted accounting principles established by the
Government Accounting Standards Board in effect at the time. Recipient shall have these records
audited annually by an independent certified public accountant, which may be part of the annual
audit of all records of Recipient. The Recipient shall permit OBDD and their duly authorized
representatives, and any party designated by OBDD: (i) to inspect, at any reasonable time, the
property, if any, constituting the Project; and (ii) at any reasonable time, to inspect and make copies
C2022528_DeschutesCounty_Contract.docx Page 4 of 11
of any accounts, books and records, including, without limitation, its records regarding receipts,
disbursements, contracts, investments and any other related matters. The Recipient shall supply any
related reports and information as OBDD may reasonably require, including cooperation with
OBDD to provide all necessary financial information and records to comply with statutory reporting
requirements.
I. Records Maintenance. The Recipient shall retain and keep accessible all books, documents, papers,
and records that are directly related to this Contract, the Project or the Grant for a minimum of six
years, or such longer period as may be required by other provisions of this Contract or applicable
law, following the Financing Availability Deadline. If there are unresolved issues at the end of such
period, Recipient shall retain the books, documents, papers and records until the issues are resolved.
J. Notice of Event of Default. Recipient shall give OBDD prompt written notice of any Event of
Default, or any circumstance that with notice or the lapse of time, or both, may become an Event
of Default, as soon as Recipient becomes aware of its existence or reasonably believes an Event
of Default is likely.
K. Contributory Liability and Contractor Indemnification.
(1) If any third party makes any claim or brings any action, suit or proceeding alleging a tort as
now or hereafter defined in ORS 30.260 ("Third Party Claim") against a party (the "Notified
Party") with respect to which the other party may have liability, the Notified Party must
promptly notify the other party in writing and deliver a copy of the claim, process, and all legal
pleadings related to the Third Party Claim. Either party is entitled to participate in the defense
of a Third Party Claim, and to defend a Third Party Claim with counsel of its own choosing.
The foregoing provisions are conditions precedent for either party's liability to the other in
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(2) If the parties are jointly liable (or would be if joined in the Third Party Claim), the parties shall
contribute to the amount of expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred and paid or payable in such proportion as is
appropriate to reflect their respective relative fault. The relative fault of the parties shall be
determined by reference to, among other things, the parties' relative intent, knowledge, access
to information and opportunity to correct or prevent the circumstances resulting in such
expenses, judgments, fines or settlement amounts. Each party's contribution amount in any
instance is capped to the same extent it would have been capped under Oregon law if that party
had sole liability in the proceeding. This Section shall survive termination of this Contract.
(3) Recipient shall take all reasonable steps to require its contractor(s) that are not units of local
government as defined in ORS 190.003, if any, to indemnify, defend, save and hold harmless
the State of Oregon and its officers, employees and agents ("Indemnitee") from and against any
and all claims, actions, liabilities, damages, losses, or expenses (including attorneys' fees)
arising from a tort (as now or hereafter defined in ORS 30.260) caused, or alleged to be caused,
in whole or in part, by the negligent or willful acts or omissions of Recipient's contractor or
any of the officers, agents, employees or subcontractors of the contractor ("Claims"). It is the
specific intention of the parties that the Indemnitee shall, in all instances, except for Claims
arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified
by the contractor from and against any and all Claims. This Section shall survive termination
of this Contract.
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L. Disadvantaged Business Enterprises. ORS 200.090 requires all public agencies to "aggressively
pursue a policy of providing opportunities for disadvantaged business enterprises, minority -
owned businesses, woman -owned businesses, businesses that service -disabled veterans own and
emerging small businesses..." OBDD encourages Recipient in any contracting activity to follow
good faith efforts as described in ORS 200.045, available at
https•//www.oreegonlegislature.gov/bills laws/ors/ors200.htm1. Additional resources are provided
by the Governor's Policy Advisor for Economic and Business Equity. Also, the Certification
Office for Business Inclusion and Diversity at the Oregon Business Development Department
maintains a list of certified firms and can answer questions. Search for certified MWESB firms
on the web at: https•//oregon4biz.diversitysoftware.com/FrontEnd/VendorSearchPublic.asp.
M. Exclusion of Interest from Federal Gross Income and Compliance with Code.
(1) The Recipient shall not take any action or omit to take any action that would result in the
loss of the exclusion of the interest on any Lottery Bonds from gross income for purposes of
federal income taxation, as governed by Section 103(a) of the Code. OBDD may decline to
disburse the Financing Proceeds if it finds that the federal tax exemption of the Lottery Bonds
cannot be assured.
(2) The Recipient shall not take any action (including but not limited to the execution of a
management agreement for the operation of the Project) or omit to take any action that would
cause any Lottery Bonds to be "private activity bonds" within the meaning of Section 141(a) of
the Code. Accordingly, unless Recipient receives the prior written approval of OBDD, Recipient
shall not permit in excess of ten percent (10%) of either (a) the Financing Proceeds or (b) the
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of the Code, including not permitting more than one half of any permitted private business use to
be "disproportionate related business use" or private business use unrelated to the government
use of the Financing Proceeds. Unless Recipient receives the prior written approval of OBDD,
Recipient shall not directly or indirectly use any of the Financing Proceeds to make or finance
loans to persons other than governmental units, as that term is used in Section 141(c) of the
Code.
(3) The Recipient shall not directly or indirectly use or permit the use of any of the Financing
Proceeds or any other funds, or take any action or omit to take any action, which would cause
any Lottery Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code.
(4) The Recipient shall not cause any Lottery Bonds to be treated as "federally guaranteed" for
purposes of Section 149(b) of the Code, as may be modified in any applicable rules, rulings,
policies, procedures, regulations or other official statements promulgated or proposed by the
Department of the Treasury or the Internal Revenue Service with respect to "federally
guaranteed" obligations described in Section 149(b) of the Code. For purposes of this paragraph,
any Lottery Bonds will be treated as "federally guaranteed" if: (a) all or any portion of the
principal or interest is or will be guaranteed directly or indirectly by the United States of
America or any agency or instrumentality thereof, or (b) five percent (5%) or more of the
proceeds of the Lottery Bonds will be (i) used in making loans if the payment of principal or
interest is guaranteed in whole or in part by the United States of America or any agency or
C2022528_DeschutesCounty_Contract.docx Page 6 of 11
instrumentality thereof, or (ii) invested directly or indirectly in federally insured deposits or
accounts, and (c) none of the exceptions described in Section 149(b)(3) of the Code apply.
(5) The Recipient shall assist OBDD to ensure that all required amounts are rebated to the
United States of America pursuant to Section 148(f) of the Code. The Recipient shall pay to
OBDD such amounts as may be directed by OBDD to satisfy the requirements of Section 148(f)
applicable to the portion of the proceeds of any tax-exempt bonds, including any Financing
Proceeds or other amounts held in a reserve fund. The Recipient further shall reimburse OBDD
for the portion of any expenses it incurs related to the Project that is necessary to satisfy the
requirements of Section 148(f) of the Code.
(6) Upon OBDD's request, Recipient shall furnish written information regarding its
investments and use of Financing Proceeds, and of any facilities financed or refinanced
therewith, including providing OBDD with any information and documentation that OBDD
reasonably determines is necessary to comply with the arbitrage and private use restrictions that
apply to the Lottery Bonds.
(7) Notwithstanding anything to the contrary, so long as is necessary to maintain the exclusion
from gross income for purposes of federal income taxation of interest on any Lottery Bonds, the
covenants contained in this subsection will survive payment of the Lottery Bonds, and the
interest thereon, including the application of any unexpended Financing Proceeds. The Recipient
acknowledges that the Project may be funded with the proceeds of the Lottery Bonds and that
failure to comply with the requirements of this subsection could adversely affect any exclusion
of the interest on the Lottery Bonds from gross income for federal income tax purposes.
(8) Neither Recipient nor any related party to Recipient, within the meaning of 26 C.F.R.s
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Project, in an amount related to the amount of the Grant.
SECTION 6 - DEFAULT
Any of the following constitutes an "Event of Default":
A. Misleading Statement. Any material false or misleading representation is made by or on behalf
of Recipient, in this Contract or in any document provided by Recipient related to this Grant.
B. Failure to Perform. Recipient fails to perform any obligation required under this Contract, other
than those referred to in subsection A of this Section, and that failure continues for a period of 30
calendar days after written notice specifying such failure is given to Recipient by OBDD. OBDD
may agree in writing to an extension of time if it determines Recipient instituted and has
diligently pursued corrective action.
C. OBDD Default. OBDD fails to perform any obligation required under this Contract and that
failure continues for a period of 30 calendar days after written notice specifying such failure is
given to OBDD by Recipient. Recipient shall agree in writing to an extension of time if it
reasonably determines OBDD instituted and has diligently pursued corrective action.
C2022528_DeschutesCounty_Contract.docx Page 7 of 11
SECTION 7 - REMEDIES
A. OBDD Remedies. Upon the occurrence of an Event of Default, OBDD may pursue any remedies
available under this Contract, at law or in equity. Such remedies include, but are not limited to,
termination of OBDD's obligations to make the Grant or further disbursements, return of all or a
portion of the Grant Amount, payment of interest earned on the Grant Amount, and declaration of
ineligibility for the receipt of future awards from OBDD. If, as a result of an Event of Default,
OBDD demands return of all or a portion of the Grant Amount or payment of interest earned on the
Grant Amount, Recipient shall pay the amount upon OBDD's demand. OBDD may also recover all
or a portion of any amount due from Recipient by deducting that amount from any payment due to
Recipient from the State of Oregon under any other contract or agreement, present or future, unless
prohibited by state or federal law. These remedies are cumulative and not exclusive of any other
remedies provided by law.
B. Recipient Remedies. In the event of default by OBDD, Recipient's sole remedy will be for
disbursement of Grant funds as required and eligible under this Contract, not to exceed the total
Grant Amount, less any claims OBDD has against Recipient.
SECTION 8 - TERMINATION
In addition to terminating this Contract upon an Event of Default as provided in Section 7, OBDD may
terminate this Contract with notice to Recipient under any of the following circumstances:
A. If OBDD anticipates a shortfall in applicable revenues or OBDD fails to receive sufficient funding,
appropriations or other expenditure authorizations to allow OBDD, in its reasonable discretion, to
continue 11Ct {llg payments under tl,;� r r+-f
olio
B. There is a change in federal or state laws, rules, regulations or guidelines so that the uses of the
Grant are no longer eligible for funding.
This Contract may be terminated at any time by mutual written consent of the parties.
SECTION 9 - MISCELLANEOUS
A. No Implied Waiver. No failure or delay on the part of OBDD to exercise any right, power, or
privilege under this Contract will operate as a waiver thereof, nor will any single or partial exercise
of any right, power, or privilege under this Contract preclude any other or further exercise thereof or
the exercise of any other such right, power, or privilege.
B. Choice of Law; Designation of Forum; Federal Forum. The laws of the State of Oregon (without
giving effect to its conflicts of law principles) govern all matters arising out of or relating to this
Contract, including, without limitation, its validity, interpretation, construction, performance, and
enforcement.
Any party bringing a legal action or proceeding against any other party arising out of or relating to
this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for
Marion County (unless Oregon law requires that it be brought and conducted in another county).
Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to
venue, and waives any claim that such forum is an inconvenient forum.
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Notwithstanding the prior paragraph, if a claim must be brought in a federal forum, then it must be
brought and adjudicated solely and exclusively within the United States District Court for the
District of Oregon. This paragraph applies to a claim brought against the State of Oregon only to the
extent Congress has appropriately abrogated the State of Oregon's sovereign immunity and is not
consent by the State of Oregon to be sued in federal court. This paragraph is also not a waiver by the
State of Oregon of any form of defense or immunity, including but not limited to sovereign
immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
C. Notices and Communication. Except as otherwise expressly provided in this Contract, any
communication between the parties or notices required or permitted must be given in writing by
personal delivery, email, or by mailing the same, postage prepaid, to Recipient or OBDD at the
addresses listed below, or to such other persons or addresses that either party may subsequently
indicate pursuant to this Section.
Any communication or notice by personal delivery will be deemed effective when actually delivered
to the addressee. Any communication or notice so addressed and mailed will be deemed to be
received and effective five (5) days after mailing. Any communication or notice given by email
becomes effective 1) upon the sender's receipt of confirmation generated by the recipient's email
system that the notice has been received by the recipient's email system or 2) the recipient's
confirmation of receipt, whichever is earlier. Notwithstanding this provision, the following notices
may not be given by email: notice of default or notice of termination.
If to OBDD: Deputy Director, Economic Development
Oregon Business Development Department
775 Summer Street NE Suite 200
Salem, OR 97301-1280
If to Recipient: Director
Deschutes County
1300 NW Wall Street
Bend, OR 97703
D. Amendments. This Contract may not be altered, modified, supplemented, or amended in any manner
except by written instrument signed by both parties.
E. Severability. If any provision of this Contract will be held invalid or unenforceable by any court of
competent jurisdiction, such holding will not invalidate or render unenforceable any other provision.
F. Successors and Assigns. This Contract will be binding upon and inure to the benefit of OBDD,
Recipient, and their respective successors and assigns, except that Recipient may not assign or
transfer its rights, obligations or any interest without the prior written consent of OBDD.
G. Counterparts. This Contract may be signed in several counterparts, each of which is an original and
all of which constitute one and the same instrument.
H. Integration. This Contract (including all exhibits, schedules or attachments) constitutes the entire
agreement between the parties on the subject matter. There are no unspecified understandings,
agreements or representations, oral or written, regarding this Contract.
1. No Third -Party Beneficiaries. OBDD and Recipient are the only parties to this Contract and are the
only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives or provides,
or is intended to give or provide, to third persons any benefit or right not held by or made generally
C2022528_DeschutesCounty_Contract.docx Page 9 of 11
available to the public, whether directly, indirectly or otherwise, unless such third persons are
individually identified by name herein and expressly described as intended beneficiaries of the terms
of this Contract.
J. Survival. The following provisions, including this one, survive expiration or termination of this
Contract: Sections 5, 6, 7, 93, 9.C, and 9.L.
K. Time is of the Essence. Recipient agrees that time is of the essence under this Contract.
L. Public Records. OBDD's obligations under this Contract are subject to the Oregon Public Records
Laws.
Recipient, by its signature below, acknowledges that it has read this Contract, understands it, and agrees
to be bound by its terms and conditions.
STATE OF OREGON
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Oregon Business Development Department
By: By:
Chris Cummings, Deputy Director
Date: Date:
DESCHUTES COUNTY
Geoff Hinds, Director
APPROVED AS TO LEGAL SUFFICIENCY IN ACCORDANCE WITH ORS 291.047:
/s/ Wendy Johnson per email dated 6 September 2022
Wendy Johnson, Senior Assistant Attorney General
C2022528_DeschutesCounty_Contract.docx Page 10 of 11
EXHIBIT A - PROJECT DESCRIPTION
The Recipient will make capital improvements at its county fairgrounds.
"Capital improvements" means the construction, modification, replacement, repair, remodeling
or renovation of a structure, or addition to a structure, that is expected to have a useful life of
more than one year, and may include, but is not limited to:
(i) Acquisition of land, or a legal interest in land, in conjunction with a structure.
(ii) Acquisition, installation of machinery or equipment, furnishings or materials that will
become an integral part of a structure.
(iii) Activities related to the construction, modification, replacement, repair, remodeling or
renovation of a structure, including planning, design, authorizing, issuing, carrying or repaying
interim or permanent financing, research, land use and environmental impact studies, acquisition
of permits or licenses or other services connected with the structure.
(iv) Acquisition of existing structures, or legal interests in structures, in conjunction with the
capital improvements.
"Capital improvements" does not include:
(i) Maintenance and repairs, the need for which could be reasonably anticipated;
(ii) Supplies and equipment that are not intrinsic to the structure; or
(iii) Furnishings, unless the furnishings are acquired in connection with the acquisition,
construction, remodeling or renovation of a structure, or the repair of a structure that is required
because of damage or destruction of the structure.
C2022528 DeschutesCounty_Contract.docx Page 11 of 11
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DEPOSIT OPTION NOTIFICATION
Complete and return this form to
Oregon Business Development Department
775 SLTM NMR ST NE STE 200 SALEM OR 97301-1280
Deschutes County
Recipient
HVAC/Lighting Control
Project Name
93-6002292
Federal Tax ID Number
C2022528
Project Number
I (we), the undersigned do hereby authorize the Oregon Business Development Department to: (Choose
Method I or II below)
Method I - Electronic Funds Transfer (EFT)
Private Sector or Government Entities
❑ Use New EFT Account: A Direct Deposit Form (SFMS ACH-1) completed by Frrnancial Institution
Representative has been forwarded to the Oregon Department of Administrative Services
authorizing the Oregon State Treasury to deposit funds into the designated financial account by
way of the Automated Clearing House Services (ACH) of the Federal Reserve Banking System.
Requires an SFMS ACH-1 form to be marked CONFIDENTIAL and mailed to. -
Oregon Department ofAdministrative Services
SFMS Operations /ACH Coordinator
155CO77AGESTNE STE U60
SALEMOR 97301-3970
Get the form here.-www.oreaon.aov/das/Financial/AccteSys/Documents/ACH Enrollment Form.pdf
❑ Use Existing EFT Account: An account has already been set up for EFT deposits as required above.
Method lI - Local Government Investment Pool (LGIP)
Government Entities Only
❑ Transfer funds to the Oregon State Treasury Local Government Investment Pool by electronic or
other means.
The Oregon State Treasury is authorized to accept and deposit said funds into Local Government
Investment Pool Account Number
This authorization will override any previous authorization and will remain in effect until the
Oregon Business Development Department has received written notification of its termination.
Type or Print Name(s)
Signature(s)
Title(s
Date
Telephone Number
Fax Number
Deposit Option Notification
Preparation of the Authorized Signature Card Form: If a mistake is made, or a change is necessary
during the preparation of the signature card form, please prepare a new form, since erasures or
corrections of any kind will not be acceptable. If you want to change individuals authorized to draw funds
from the project, then please submit a new signature card. Any updated signature card will replace the
previous one, so please be sure to include the names of all authorized individuals.
Item # Explanation
(1) a-d Type the names and titles, and provide the signatures of the officials of your organization
who are authorized to make draws on project funds. (Note: Two signatures are required.
We recommend showing three or four signatures to allow adequate signature coverage.)
(2) Enter the typed name, title, date and signature of the Highest Elected Official, or other
official duly authorized by the governing body of the Recipient, certifying the authenticity of
the signatures of individuals listed in Item (1) a through (1) d. The person signing here
must not be listed in Item (1) a through d.
(3) Leave blank —Oregon Business Development Department will sign here.
Complete one form and return it to: Oregon Business Development Department
775 SUMMER ST NE STE 200
SALEM OR 97301-1280
Oregon Business Development Department/Authorized Signature Card
Recipient: Deschutes County
Project Number: C2022528
CHECKLIST OF CONTRACT DOCUMENTS AND INSTRUCTIONS
Please use the following checklist to ensure that all documents have been completed, and
return all contract documents as soon as feasible, but not later than 60 days.
1. ❑ Contract signed and dated by the authorized official. Please return signature page
only.
2. ❑ Signature Card with certification by the authorized official. Please return the
complete document.
3. ❑ Deposit Option Notification form. Please return the complete form. If you choose
to have funds electronically deposited in a financial institution (and not the Local
Government Investment Pool), please follow the provided link and send a Direct
Deposit Authorization form (SFMS ACH-1) to the Oregon Department of
Administrative Services.
4. ❑ Disbursement Schedule worksheet. Please complete and return worksheet with
the signed contract document.
Please let your regional project manager know how you would like to receive the final
contract documents. Once signed by the Oregon Business Development Department, we
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provided in Excel format for you to fill out and submit to your regional project manager as
needed once your project is underway.
Later in your project, your project coordinator will provide any necessary report forms.
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MEETING DATE:
October 5, 2022
SUBJECT: Consideration of Oregon Business Development Grant Award Acceptance
RECOMMENDED MOTIONS:
1. Move approval of Document No. 2022-787, accepting an Oregon Business Development
Grant, and
2. Move approval of Board Signature of Order No. 2022-057, designating signing authority to
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BACKGROUND AND POLICY IMPLICATIONS:
Fair & Expo submitted, and was awarded a Grant opportunity for, partial funding of a budgeted
capital improvement to its HVAC Controls and Controls System. This Grant opportunity in the
amount of up to $277,777.00 will be a refund/repayment of funds expended by Deschutes
County/Fair & Expo as part of its previously obligated improvements.
BUDGET IMPACTS:
Up to $277,777.00 in refund/repayment of funds for a previously budgeted Capital expense
ATTENDANCE:
Geoff R Hinds, Director, Deschutes County Fair & Expo