RESOLUTION NO. ______ A RESOLUTION OF THE CITY OF ASHLAND_ JACKSON by pengxiuhui

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									                               RESOLUTION NO. ______

   A RESOLUTION OF THE CITY OF ASHLAND, JACKSON COUNTY, OREGON
      AUTHORIZING THE REFINANCING OF AN OUTSTANDING LOAN AND
                         RELATED MATTERS.


       WHEREAS, the City of Ashland, Jackson County, Oregon (the “City”) entered
into Loan Agreement No. R11750 (the “DEQ Loan”) with the State of Oregon
Department of Environmental Quality to finance upgrades to the City’s wastewater
treatment plant (the “DEQ Projects”); and

      WHEREAS, the DEQ Loan is secured by revenues of the City’s wastewater
system, a portion of the Food and Beverage Tax (also known as the Prepared Food &
Beverage Tax or Meals Tax) and a reserve account; and

        WHEREAS, current interest rates are such that the City may be able to lower
debt service costs by refunding the DEQ Loan with a borrowing that is secured by the
City’s full faith and credit; and

        WHEREAS, refunding the DEQ Loan will also allow the City to release amounts
in the reserve account; and

       WHEREAS, the City Council is authorized by Oregon Revised Statutes Section
271.390 to enter into financing agreements to refinance real or personal property that
the City Council determines is needed and to authorize certificates of participation in
the right to receive the payments due from the City under those financing agreements;
and

      WHEREAS, the City hereby determines that it is desirable to refinance the DEQ
Loan that financed the DEQ Projects;

      NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Ashland, Oregon as follows:

SECTION 1. Determination of Need. The City Council hereby determines that the DEQ
Projects are needed.

SECTION 2. Authorization. The City is hereby authorized to refinance the DEQ Loan
and the DEQ Projects pursuant to ORS 271.390 and ORS 287A.360.

SECTION 3. Delegation. The City Administrator, the Finance Director, or the person
designated by the City Administrator to act as Finance Director under this resolution
(each a “City Official”) is hereby authorized, on behalf of the City and without further
action by the Council, to:



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1.      Negotiate, execute and deliver one or more financing agreements (the
“Financing Agreements”) in an aggregate principal amount that provides net proceeds
sufficient to refinance all or any portion of the DEQ Loan and to pay the estimated costs
of the refinancing. The City Official may pledge the City’s full faith and credit and
taxing power within the limitations of Sections 11 and 11b of Article XI of the Oregon
Constitution to secure the Financing Agreements, and may agree to make the
payments due under the Financing Agreements from any or all of the City’s legally
available funds. The City Official may also commit to pay the Financing Agreements
from the revenues of the City’s Food and Beverage Tax and pledge those revenues to
secure the Financing Agreements. Subject to the limitations of this resolution, the
Financing Agreements may be in such form and contain such terms as the City Official
may approve.

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 loan payments due from
the City 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 City Official may approve.

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 that are
required for the interest component of loan payments payable under the related
Financing Agreements to be excluded from gross income for federal income tax
purposes.

4.     Designate the Financing Agreements and Obligations as “qualified tax-exempt
obligations” under Section 265(b) of the Code, if applicable.

5.    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.

6.     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.

7.    Enter into additional covenants for the benefit of the purchasers of the Financing
Agreements and Obligations which the City Official determines are desirable to sell the
Financing Agreements and Obligations on favorable terms.




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8.     Engage the services of paying agents and any other professionals whose
services are desirable for the financings.

9.    Take actions to refund all or any portion of the DEQ Loan.

10.     Determine the final principal amount of each Financing Agreement, the interest
rate or rates which each Financing Agreement shall bear, the City’s prepayment rights
and other terms of each Financing Agreement and each series of Obligations, subject
to the limitations of this resolution.

11.     Solicit competitive bids for the purchase of any series of the Obligations and
award their sale to the bidder offering the most favorable terms to the City, select one
or more underwriters, negotiate the terms of the sale of any series of Obligations, and
sell that series to those underwriters, or place the Financing Agreements with one or
more lenders.

12.    Execute and deliver any other certificates or documents and take any other
actions which the City Official determines are desirable to refund the DEQ Loan or to
carry out this resolution.

SECTION 4. Effective Date. This resolution was duly PASSED and ADOPTED this
20th, day of April, 2010, and takes effect upon signing by the Mayor.



_____________________________
Barbara Christensen, City Recorder

SIGNED and APPROVED this 20th day of April, 2010.

                                                ______________________________
                                                John Stromberg, Mayor
Reviewed as to form:

______________________________
Richard Appicello, City Attorney




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