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Resolution No. 20-44 CITY OF TIGARD, OREGON TIGARD CITY COUNCIL RESOLUTION NO. 20-'/V A RESOLUTION OF THE CITY OF TIGARD,WASHINGTON COUNTY,OREGON, AUTHORIZING THE SALE OF WATER SYSTEM REVENUE REFUNDING BONDS AND RELATED MATTERS WHEREAS,the City of Tigard,Oregon(the"City's has issued water revenue bonds under a Master Water System Revenue Bond Declaration dated as of May 1,2012(the"Master Declaration"),as amended and supplemented by the First Supplement to Master Water System Revenue Bond Declaration dated as of March 3,2015(the"First Supplemental Declaration'. The Master Declaration,together with the First Supplemental Declaration,is referred to herein as the"Declaration." Capitalized terms used but undefined in this Resolution shall have the meaning for such terms in the Declaration;and WHEREAS,on May 1,2012,the City issued its$97,720,000 Water System Revenue Bonds,Series 2012(the "Refundable Bonds' pursuant to Ordinance No. 10-19 and under the Master Declaration;and WHEREAS,the City may reduce its debt service expense by refunding all or a portion of the outstanding Refundable Bonds;and WHEREAS,ORS Sections 287A.360 through 287A.380 authorize the City to issue bonds to refund outstanding City bonds. NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that: SECTION 1. Refunding Bonds Authorized. The City hereby authorizes the sale and delivery of water system revenue refunding bonds in a principal amount sufficient to prepay all or any portion of the City's outstanding Refundable Bonds and to pay estimated costs related to the refunding. The water system revenue refunding bonds authorized by this Resolution (the"2020 Bonds")may be issued as Parity Bonds under the Declaration. SECTION 2. Security. The 2020 Bonds shall not be general obligations of the City and neither the authorization nor issuance of the 2020 Bonds shall authorize the City to levy additional taxes.The 2020 Bonds shall be special obligations of the City that are payable solely from the Net Revenues of the Water System and related amounts as provided in the Declaration. SECTION 3. Delegation. The City Manager or the Finance and Information Services Director,or the designee of the City Manager or the Finance and Information Services Director(each of whom is referred to herein as a"City Official's are hereby authorized,on behalf of the City and without further action by the City Council to: 1) Determine whether the savings produced by the refunding are adequate to justify the refunding,and select the Refundable Bonds to be refunded. 2) Issue the 2020 Bonds in one or more series,which may be sold at different times. 3) Participate in the preparation of,authorize the distribution of,and deem final any official statement or other disclosure documents relating to each series of the 2020 Bonds. 4) Establish the form,final principal amounts,interest rates,payment terms and dates,and other terms of each series of dice 2020 Bonds. RESOLUTION No.20-( Page 1 3501856.1 001092 FILE i 5) Either publish a notice of sale,receive bids and award the sale of that series to the bidder complying with the notice and offering the most favorable terms to the City,or select one or more underwriters, commercial banks or other investors and negotiate the sale of that series with those underwriters, commercial banks or other investors. 6) Undertake to provide continuing disclosure for each series of the 2020 Bonds,as applicable,and to comply with Rule 15c2-12 and any other applicable requirements of the United States Securities and Exchange Commission. 7) Finalize the terms of,execute and deliver a supplemental bond declaration or similar document for each series of 2020 Bonds,which memorializes the terms under which the series is issued and which may contain additional covenants that the City Official determines are desirable to facilitate the sale of 2020 Bonds or obtain more favorable terms for the City. 8) Apply for one or more credit ratings for each series of the 2020 Bonds. 9) Determine whether to purchase municipal bond insurance or obtain other forms of credit enhancements for each series of the 2020 Bonds,enter into agreements with the providers of credit enhancement(if such enhancement is determined to be beneficial),and execute and deliver related documents. 10) Engage the services of verification agents,escrow agents,paying agents and any other professionals whose services are desirable for the 2020 Bonds and negotiate the terms of and execute any agreement with such professionals. 11) Make any contributions to or withdrawals from the Bond Reserve Account that the City Official determines are desirable and determine the Reserve Requirement,if any,for each series of the 2020 Bonds. 12) Determine whether each series of the 2020 Bonds will bear interest that is excludable from gross income under the Internal Revenue Code of 1986,as amended (the"Code',or is includable in gross income under the Code. If a series bears interest that is excludable from gross income under the Code,the City Official may enter into covenants to maintain the excludability of interest on that series of the 2020 Bonds from gross income. 13) Designate any series of the 2020 Bonds as"qualified tax-exempt obligations"under Section 265(b)(3) of the Code,if applicable. 14) Provide for the call, defeasance,and redemption of any Refundable Bonds that are refunded and enter into related agreements and take related actions. 15) Execute and deliver each series of the 2020 Bonds to their purchaser. 16) Execute and deliver any agreements or certificates and take any other action in connection with each series of the 2020 Bonds which the City Official finds is desirable to permit the sale and issuance of that series of the 2020 Bonds in accordance with this Resolution. SECTION 4. Advanced Refunding Plan. The City Official is hereby authorized to file any required advanced refunding plans related to the Refundable Bonds with the State of Oregon. SECTION 5. Effective Date. This Resolution shall take effect on its date of adoption. PASSED: This 8th day of September,2020. RESOLUTION No.20- LiLl Page 2 3501856.1001092 FILE Mayor- City of Tigard ATTEST: u City Recorder—City of Tigard RESOLUTION No.20-YIL/ Page 3 3501856.1 001092 FILE