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MINUTES
Oregon Trail Library District
Special Meeting
Boardman Branch
Tuesday December 1, 2015
5:30pm
SPECIAL MEETING
Board members present: Mary Jones, Stephanie Loving. Bill Kuhn and Sally Walker
participated by conference call.
Staff members present: Kathy Street
Called to order by Sally Walker at 5:35pm.
RESOLUTION NO. 2015-12
Kathy Street read the Resolution description. Discussion followed as to the terms of the
loan. Jill Parker, Commercial Loan Officer Bank of Eastern Oregon, was contacted by
speaker phone to answer board and community questions. The November 18, 2015
letter confirming the final terms of the OTLD loan with BEO was reviewed. The letter will
be attached to the minutes.
MOTION:
A RESOLUTION AUTHORIZING THE ISSUANCE, SALE, EXECUTION AND DELIVERY OF A
FULL FAITH AND CREDIT FINANCING AGREEMENT AND NOTE TO REFINANCE A
PORTION OF AN OUTSTANDING OBLIGATION OF THE DISTRICT; DESIGNATING
AUTHORIZED REPRESENTATIVES; AND RELATED MATTERS.
MOTION: Bill Kuhn
SECOND: Stephanie Loving
VOTE YES: Mary Jones, Bill Kuhn, Stephanie Loving, Sara (Sally) Walker
VOTE NO:
Meeting adjourned at 5:49pm by Chair Sally Walker
Next Meeting: December 16, 2015 Boardman Branch 7pm.
Submitted by Kathy Street
RESOLUTION NO. 2015-12
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A RESOLUTION AUTHORIZING THE ISSUANCE, SALE, EXECUTION AND DELIVERY OF A
FULL FAITH AND CREDIT FINANCING AGREEMENT AND NOTE TO REFINANCE A
PORTION OF AN OUTSTANDING OBLIGATION OF THE DISTRICT; DESIGNATING
AUTHORIZED REPRESENTATIVES; AND RELATED MATTERS.
WHEREAS, Oregon Trail Library District, Morrow County, Oregon (the “District”) is authorized
pursuant to the Constitution and laws of the State of Oregon, namely, Oregon Revised Statutes Sections
271.390, 287A.315 and 287A.360 to 287A.380 to (1) enter into financing agreements to finance or
refinance real and personal property the District determines is needed, (2) pledge its full faith and credit
and taxing power in connection with such financing agreements, and (3) pay the costs of issuance of
such financing agreements; and
WHEREAS, on November 14, 2012 the District entered into a promissory note with Bank of
Eastern Oregon in the original amount of $300,000, which was amended on October 29, 2014, January
26, 2015 and June 10, 2015 (collectively, the “2012 Note”) to finance the construction of a new library
attached to the City Hall of the City of Irrigon, Oregon. The District now wishes to refinance a portion of
the 2012 Note with a financing agreement and note with Bank of Eastern Oregon (the “Project”); and
WHEREAS, the District desires to authorize and enter into a financing agreement and note
(collectively, the “2015 Note”) in amount not to exceed $125,000 for the purpose of financing the
Project and to pay the costs incidental thereto; and
WHEREAS, the 2015 Note will be issued as a full faith and credit obligation of the District,
secured by the general, non-restricted revenues of the District and other funds which may be lawfully
available for that purpose, including taxes levied within the restrictions of Sections 11 and 11b, Article XI
of the Constitution of the State of Oregon and the statutes of the State of Oregon; and
WHEREAS, the 2015 Note will be further secured by a deed of trust on real estate located at 490
E. Main Avenue, Irrigon, Oregon 97844.
NOW, THEREFORE, THE OREGON TRAIL LIBRARY DISTRICT, MORROW COUNTY, OREGON
RESOLVES AS FOLLOWS:
Section 1.
Authorization. The Board hereby authorizes the execution and delivery of the
2015 Note in an amount not to exceed $125,000 to finance the Project and costs incidental thereto, in a
form satisfactory to the Authorized Representatives, as defined below. The 2015 Note shall be issued in
accordance with the terms contained in the letter of Bank of Eastern Oregon attached to this resolution
as “Exhibit A.”
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Section 2.
Financing Payments. The payments for the 2015 Note shall be payable from
the general, non-restricted revenues of the District, including taxes levied within the restrictions of
Sections 11 and 11b, Article XI of the Constitution and statutes of the State of Oregon. The obligation of
the District to make the payments under the 2015 Note shall be a full faith and credit obligation of the
District, and is not subject to appropriation. The 2015 Note shall be further secured by a deed of trust
on real property located at 490 E. Main Avenue, Irrigon, Oregon 97844.
Section 3.
Designation of Authorized Representatives. The District hereby authorizes Sara
(Sally) Walker, Chair, and Mary Jones, Board Member (the “Authorized Representatives”) to act as the
authorized representatives on behalf of the District to approve, execute and deliver the 2015 Note, the
deed of trust, a tax certificate, and execute and deliver a certificate specifying the action taken pursuant
to this Resolution, and any other documents, agreements or certificates that the Authorized
Representatives determine are necessary and desirable to issue, sell and deliver the 2015 Note in
accordance with this Resolution.
Section 4.
Designation as Qualified Tax-Exempt Obligation. The Board hereby designates
the 2015 Note for purposes of paragraph (3) of Section 265(b) of the Code as a “qualified tax-exempt
obligation” because the 2015 Note does not constitute a private activity bond as defined in Section 141
of the Code and not more than $10,000,000 aggregate principal amount of obligations, the interest on
which is excludable under Section 103(a) of the Code from gross income for federal income tax purposes
(excluding, however, private activity bonds other than qualified 501(c)(3) bonds) including the 2015
Note, have been or shall be issued by the District, including all subordinate entities of the District, if any,
during the 2015 calendar year.
Section 5.
Maintenance of Tax-Exempt Status. The District hereby covenants for the
benefit of the Owner of the 2015 Note to use the 2015 Note proceeds in the manner required, and to
otherwise comply with all provisions of the Internal Revenue Code of 1986, as amended (the “Code”),
which are required so that interest paid on the 2015 Note will not be includable in gross income of the
Owner for federal income tax purposes. The District makes the following specific covenants with
respect to the Code:
a.
The District will not take any action or omit any action if it would cause
the 2015 Note to become an arbitrage bond under Section 148 of the Code.
b.
The District shall operate the project refinanced with the 2015 Note so
that the 2015 Note does not become a “private activity bond” within the meaning of
Section 141 of the Code.
c.
The District shall comply with appropriate Code reporting requirements.
d.
The District shall pay, when due, all rebates and penalties with respect to
the 2015 Note which are required by Section 148(f) of the Code.
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The covenants contained in this Section 5 and any covenants in the closing documents for the
2015 Note shall constitute contracts with the owner of the 2015 Note, and shall be enforceable by them.
The Authorized Representatives may enter into covenants on behalf of the District to protect the taxexempt status of the 2015 Note.
Section 6.
Closing of the Sale and Delivery of the 2015 Note. The Authorized
Representatives are authorized to execute the 2015 Note for and on behalf of the District and to
execute such additional documents, including a Tax Certificate, and to perform any and all other things
or acts necessary for the sale and delivery of the 2015 Note as herein authorized. Such acts of the
Authorized Representatives are for and on behalf of and are authorized by the District Board.
Section 7.
Resolution to Constitute Contract. In consideration of the purchase of the
2015 Note by those who shall own the same from time to time (the “Owner”), the provisions of this
Resolution shall be part of the contract of the District with the Owner and shall be deemed to be and
shall constitute a contract between the District and the Owner. The covenants, pledges, representations
and warranties contained in this Resolution or in the closing documents executed in connection with the
2015 Note, including without limitation the District’s covenants and pledges contained in Section 2
hereof, and the other covenants and agreements herein set forth to be performed by or on behalf of the
District shall be contracts for the benefit, protection and security of the Owner.
Section 8. Effective Date. This resolution takes effect upon adoption by the District Board.
ADOPTED by the Board of the Oregon Trail Library District this ____day of _______2015.
OREGON TRAIL LIBRARY DISTRICT
MORROW COUNTY, OREGON
By_________________________________
Chair
ATTEST:
By___________________________________
District Librarian/Secretary
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