This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Paying Agent: Legal Counsel: Settlement: Closing; Redemption: Denominations: Registration: Dates: Payment Interest Security: Purpose and Authority: † * Official StatementDated:______, 2018 Tax Status: Dated: DateofDelivery N N to themakingofaninformedinvestmentdecision. only. Itisnotasummaryofthisissue.InvestorsmustreadtheentireOfficialStatementtoobtaininformationessential its General Revenue Bonds, 2018A (the “2018 Bonds”). This cover page contains certain information for quick reference This OfficialStatementhasbeenpreparedbytheUniversityofOregon(the“University”)toprovideinformationregarding Book-
ot BankQualified ew responsibility fortheaccuracy ofsuchnumbers. CUSIP® numbers areprovidedforconvenienceof referenceonly.NeithertheUniversity, theUnderwriterortheiragents orcounselassume CUSIP GlobalServices. Thisdataisnotintended tocreateadatabaseanddoesnot serveinanywayasasubstitute fortheCGSdatabase. Bankers Association byS&PCapitalIQ.Copyright© 2016CUSIPGlobalServices. Allrightsreserved.CUSIP®data hereinisprovidedby CUSIP® isaregisteredtrademark oftheAmericanBankersAssociation.CUSIPGlobalServices(“CGS”) ismanagedonbehalfoftheAmerican Preliminary, subjecttochange. I ssue E ntry Only
Preliminary Official Statement Date
Due: U.S. BankNationalAssociation. (the “Underwriter”) byitscounsel,HawkinsDelafield&Wood LLP,Portland,Oregon. Certain matterswillbepasseduponforMerrillLynch,Pierce, Fenner&SmithIncorporated opinion of Pacifica Law GroupLLP, Seattle, Washington, BondCounseland DisclosureCounsel. The 2018Bondsareofferedwhen,asandifissued,subject toreceiptoftheapprovinglegal through DTCinNewYork,onoraboutJanuary 24,2018. It isexpectedthatdeliveryofthe2018Bondswillbemadeby FastAutomatedSecuritiesTransfer The 2018Bondsaresubjecttoredemptionpriormaturityas describedinthisOfficialStatement. The 2018Bondswillbeavailableindenominationsof$5,000 eachandintegralmultiplesthereof. the 2018BondswillbemadedirectlytoDTCorsuchnominee.SeeAPPENDIXE. its nominee is the registered owner of the 2018 Bonds, payments of principal of and interest on New York (“DTC”). DTC will act as securities depository for the 2018 Bonds. So long as DTC or registered in the name of Cede &Co., as nominee of The Depository Trust Company, New York, The 2018Bondsareissuableonlyasfullyregisteredobligationsand,whenissued,willbe year untilmaturityorpriorredemption,commencingApril1,2018. Interest onthe2018BondsfromtheirdateofdeliveryispayableApril1andOctobereach PLEDGE, OBLIGATION,ORAGREEMENTOFANYKINDWHATSOEVERTHEUNIVERSITY. PRINCIPAL OFORINTERESTONTHE2018BONDS,FORPERFORMANCEANY OTHER THANTHEUNIVERSITY,SHALLBELIABLEINANYEVENTFORPAYMENTOF Bonds. NEITHERTHESTATEOFOREGONNORANYPOLITICALSUBDIVISIONTHEREOF, Bonds (as defined herein) issued on a parity with the 2015 Bonds, the 2016 Bonds and 2018 (the “2015Bonds”),GeneralRevenueBonds,2016A“2016Bonds”)andanyAdditional are tobeissuedonaparitywiththeUniversity’soutstandingGeneralRevenueBonds,2015A extent suchfundsarenotrestrictedintheirusebylaw,regulation,orcontract.The2018Bonds receipts, andotherincome(includinginterestdividends)oftheUniversityifto Revenues, asdefinedherein.GeneralRevenuesincludealltuition,fees,charges,rents,revenues, The 2018BondsaregeneralrevenueobligationsoftheUniversity,payablefromGeneral Treasurer. of theBoardTrusteesUniversity,andaDeclarationtobeexecutedbyUniversity pursuant toOregonRevisedStatutes352.087(1)(b),352.408(1)andchapter287A,aresolution projects and to pay costs of issuancefor the 2018 Bonds.The 2018 Bondsarebeing issued The Universityisissuingthe2018Bondstopayaportionofcost of approvedUniversity is exemptfromOregonpersonalincometaxes.See “TAXMATTERS.” imposed onindividuals.InthefurtheropinionofBondCounsel,underexistinglaw,suchinterest 2018 Bondsisnotanitemoftaxpreferenceforpurposesthefederalalternativeminimum excludable fromgrossincomeforfederaltaxpurposes.Inaddition,interestonthe law andsubjecttocertainqualificationsdescribedherein,theintereston2018Bondsis In theopinionofPacificaLawGroupLLP,Seattle,Washington,BondCounsel,underexisting A pril 1,2048 General UNI i nterest Bof V ER R A $60,000,000* S evenue Bonds,2018
M R ITY ate: ___% errill O F O L y ynch RE (See “O ield: ___% GO d N T January 3, 2018 A H
ER BO Price: ___% N Standard & Poor’s D INF cu O RMATI M oody’s S I P O †
N N R — o. 914767___ R ating: ating: R atings”) A AA a2 -
UNIVERSITY OF OREGON 1585 E. 13th Avenue Eugene, Oregon 97403 Telephone: (541) 346-1000 Website: (1)
BOARD OF TRUSTEES Trustee Title Term Expiration Charles M. Lillis Chair June 30, 2021 Ginevra Ralph Vice Chair June 30, 2019 Connie Ballmer Trustee June 30, 2019 Peter Bragdon Trustee June 30, 2021 Rodolfo (Rudy) Chapa, Jr. Trustee June 30, 2021 Andrew Colas Trustee June 30, 2021 Ann Curry Trustee June 30, 2019 Allyn Ford Trustee June 30, 2021 Joseph Gonyea III Trustee June 30, 2021 Ross Kari Trustee June 30, 2019 Laura Lee McIntyre Trustee June 30, 2019 Jimmy Murray Trustee June 30, 2019 William Paustian Trustee June 30, 2019 Michael H. Schill(2) Trustee (Ex Officio) N/A Mary Wilcox Trustee June 30, 2019
BOARD OFFICERS Michael H. Schill President Kevin Reed General Counsel (Vice President and General Counsel) Jamie Moffitt Treasurer (Vice President for Finance and Administration/CFO) Angela Wilhelms Secretary (University Secretary)
OTHER EXECUTIVE OFFICERS Jayanth Banavar Senior Vice President and Provost Yvette Alex-Assensoh Vice President for Equity and Inclusion Michael Andreasen Vice President for Advancement Kyle Henley Vice President for University Communications Kevin Marbury Vice President for Student Life Rob Mullens Director of Intercollegiate Athletics David Conover Vice President for Research and Innovation Roger J. Thompson Vice President for Student Services and Enrollment Management
BOND COUNSEL FINANCIAL ADVISOR Pacifica Law Group LLP Public Financial Management, Inc. Seattle, Washington Boston, Massachusetts
BOND REGISTRAR U.S. Bank National Association Portland, Oregon ______(1) The University’s website and other websites referenced herein are not part of this Official Statement, and investors should not rely on information presented on the University’s or other websites in determining whether to purchase the 2018 Bonds. This inactive textual reference to the University’s website and other website references herein are not hyperlinks and do not incorporate the University’s or other websites by reference. (2) The President of the University serves as an ex officio, non-voting member of the Board of Trustees.
-i- No dealer, broker, salesperson or any other person has been authorized to give any information or to make any representation, other than the information and representations contained in this Official Statement, in connection with the sale of the 2018 Bonds and, if given or made, such information or representations must not be relied upon as having been authorized by the University. This Official Statement does not constitute an offer to sell or a solicitation or sale of the 2018 Bonds. The University has “deemed final” this Preliminary Official Statement as of its date, except for the omission of information as to offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, maturity dates, delivery dates, and other terms of the 2018 Bonds dependent on such matters. Certain statements contained in this Official Statement do not reflect historical facts but are forecasts and “forward-looking statements.” No assurance can be given that the future results discussed herein will be achieved, and actual results may differ materially from the forecasts described herein. In this respect, words such as “estimate,” “project,” “anticipate,” “expect,” “intend,” “forecast,” “plan,” “believe” and similar expressions are intended to identify forward- looking statements. All projections, forecasts, assumptions and other forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth in this Official Statement. The Underwriter has provided the following three sentences for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. In connection with this offering, the Underwriter may over-allot or effect transactions that stabilize or maintain the market price of the 2018 Bonds at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. CUSIP numbers are included in this Official Statement for convenience of the holders and potential holders of the 2018 Bonds. The CUSIP numbers were provided by CUSIP Global Services. No assurance can be given that the CUSIP numbers for the 2018 Bonds will remain the same after the date of issuance and delivery of the 2018 Bonds. The University does not take any responsibility for the accuracy of such CUSIP numbers. This Official Statement is not to be construed as a contract or agreement between the University and purchasers or owners of any of the 2018 Bonds.
-ii-
TABLE OF CONTENTS
Page INTRODUCTORY STATEMENT ...... 1 Bonds ...... 7 PUBLIC UNIVERSITY; AUTHORITY OUTSTANDING UNIVERSITY FOR ISSUANCE ...... 2 OBLIGATIONS ...... 7 THE 2018 BONDS ...... 2 State Treasurer Approval of Cash Flow General ...... 2 Sufficiency ...... 9 Optional Redemption ...... 2 Bond Payments and University-Paid State Bond Partial Redemption; Notice of Redemption; Payments ...... 9 Conditional Redemption ...... 3 LIMITATIONS ON REMEDIES ...... 9 Purchase of 2018 Bonds by the University ...... 3 LEGISLATION, INITIATIVES AND Defeasance ...... 3 REFERENDA ...... 10 SOURCES AND USES OF 2018 BOND LEGAL INFORMATION ...... 11 PROCEEDS ...... 4 No Litigation Concerning the 2018 Bonds ...... 11 Use of Proceeds ...... 4 Other Litigation ...... 11 Sources and Uses of Funds ...... 4 Approval of Counsel ...... 11 SECURITY FOR THE BONDS ...... 4 TAX MATTERS ...... 11 University General Revenue Obligations ...... 4 CONTINUING DISCLOSURE Not a State Obligation...... 5 UNDERTAKING ...... 12 Additions to General Revenues ...... 5 OTHER 2018 BOND INFORMATION ...... 13 Deletions from General Revenues ...... 6 Ratings ...... 13 Additional Bonds ...... 6 Financial Advisor ...... 13 Payment Covenant ...... 6 Underwriting ...... 13 Interest Rate Swap Agreements ...... 6 Potential Conflicts ...... 13 Debt Service Schedule on General Revenue Independent Auditor ...... 14 Official Statement ...... 14 APPENDIX A – THE UNIVERSITY OF OREGON APPENDIX B – COPY OF THE RESOLUTION AND FORM OF THE DECLARATION APPENDIX C – UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT APPENDIX D – FORM OF BOND COUNSEL OPINION APPENDIX E – BOOK-ENTRY ONLY SYSTEM APPENDIX F – FORM OF CONTINUING DISCLOSURE CERTIFICATE
-iii-
OFFICIAL STATEMENT
UNIVERSITY OF OREGON $60,000,000* General Revenue Bonds, 2018A
INTRODUCTORY STATEMENT
This Official Statement, including the cover page, table of contents and appendices, provides information regarding the University of Oregon (the “University”) and its General Revenue Bonds, 2018A (the “2018 Bonds”).
The University is the flagship university of the State of Oregon (the “State”) and a comprehensive research university with a commitment to exceptional teaching, research and service. The University started offering classes in 1876 and now offers more than 300 academic programs and has more than 25 research centers and institutes. The University is designated a Carnegie Doctoral University: Highest Research Activity, and is one of 62 members of the Association of American Universities (AAU). The University’s primary campus is in Eugene, but programs are also offered in Portland, Oregon; at the Oregon Institute of Marine Biology in Charleston, Oregon; and at the Pine Mountain Observatory outside of Bend, Oregon.
The University is issuing the 2018 Bonds pursuant to Oregon Revised Statutes (“ORS”) 352.087(1)(b), 352.408(1) and chapter 287A, a resolution of the Board of Trustees of the University (the “Board”) adopted on September 8, 2017 (the “Resolution”), and a Declaration (the “Declaration” and together with the Resolution, the “Bond Authorization”) to be executed by the Treasurer of the University (the “Treasurer”).
The University is issuing the 2018 Bonds to finance approved University capital projects and to pay costs of issuance for the 2018 Bonds. See “SOURCES AND USES OF 2018 BOND PROCEEDS.”
The 2018 Bonds are general revenue obligations of the University, payable from General Revenues, as defined herein. General Revenues include all tuition, fees, charges, rents, revenues, receipts, and other income of the University if and to the extent such funds are not restricted in their use by law, regulation, or contract. The 2018 Bonds are to be issued on a parity with the University’s outstanding 2015 Bonds, 2016 Bonds and any additional General Revenue bonds issued on a parity with the 2015 Bonds, 2016 Bonds and 2018 Bonds (collectively with the 2015 Bonds, 2016 Bonds and the 2018 Bonds, the “Bonds”). The University has no taxing power. The 2018 Bonds are not an indebtedness or obligation of the State, and are not a charge upon any revenue or property of the State.
U.S. Bank National Association has been appointed as Bond Registrar, Paying Agent and Fiscal Agent (together, the “Bond Registrar”).
Brief descriptions of the 2018 Bonds, the University, the Bond Authorization, and certain statutes and agreements are included in this Official Statement. Such descriptions do not purport to be comprehensive or definitive. All references to the statutes, agreements, or other instruments described herein are qualified in their entirety by reference to each such document, statute, or other instrument. The information in this Official Statement is subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2018 Bonds shall under any circumstances create any implication that there has been no change in the affairs of the University since the date of this Official Statement. Capitalized terms used in this Official Statement but not defined herein have the meanings set forth in the Bond Authorization, a copy of which is included in this Official Statement as Appendix B.
* Preliminary, subject to change.
PUBLIC UNIVERSITY; AUTHORITY FOR ISSUANCE
The University is established as an “independent public body with statewide purposes and missions and without territorial boundaries.” The Board is granted all of the powers, rights and duties expressly conferred upon it by law, or that are implied by law or incident to such powers. The Board appoints and employs the University president, who is both the executive and governing officer of the University and the president of the University faculty.
The University is authorized to borrow money for the needs of the University pursuant to ORS 352.087(1)(b), issue revenue bonds, including the 2018 Bonds, for any lawful purpose of the University pursuant to ORS 352.408(1)(a) in accordance with ORS chapter 287A, issue refunding bonds pursuant to ORS 352.408(1)(b), by reference to ORS 287A.360 to 287A.380 of the same character and tenor as the revenue bonds replaced, and enter into financing agreements and certificates of participation pursuant to ORS 352.408(2) and ORS 271.390. The 2018 Bonds will be issued pursuant to the Bond Authorization. Previously part of the Oregon University System (“OUS”), the University became a public university with its own governing board on July 1, 2014, pursuant to Senate Bill 270 (Chapter 768, Oregon Laws 2013), as amended. The University, along with Oregon’s other public universities, is no longer governed by OUS. The State Legislature dissolved OUS effective July 1, 2015.
THE 2018 BONDS
General
The 2018 Bonds will be dated their date of delivery and will bear interest at the rate set forth on the front cover of this Official Statement. The 2018 Bonds will mature on April 1, 2048, subject to prior redemption. Interest on the 2018 Bonds will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest on the 2018 Bonds is payable on each April 1 and October 1 until maturity or prior redemption, commencing April 1, 2018. The “Record Date” is the 15th day of the month preceding an Interest Payment Date.
The 2018 Bonds will be issued as fully registered bonds in denominations of $5,000 each or any integral multiple of $5,000 within a maturity (each an “Authorized Denomination”). The 2018 Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), pursuant to DTC’s book-entry only system (the “Book-Entry Only System”). Purchases of beneficial interests in the 2018 Bonds will be made in book-entry form only. If at any time the Book-Entry Only System is discontinued for the 2018 Bonds, the 2018 Bonds will be exchangeable for other fully registered certificated 2018 Bonds of the same maturity in Authorized Denominations. See Appendices B and E.
“Registered Owner” means the person in whose name a 2018 Bond is registered on the Bond Register. For so long as the University utilizes the book-entry system for the 2018 Bonds, DTC shall be deemed to be the Registered Owner. For so long as Cede & Co. (as nominee of DTC) is the Registered Owner of the 2018 Bonds, interest and principal will be paid and delivery will be made as described in the operational arrangements referred to in the Letter of Representations and pursuant to DTC’s standard procedures. See Appendices B and E.
The interest due on any 2018 Bond on any Interest Payment Date will be paid to the Registered Owner of such 2018 Bond as shown on the Bond Register as of the Record Date. If the 2018 Bonds are no longer held in book-entry only form, the interest on the 2018 Bonds will be payable by check, provided that any Registered Owner of $1,000,000 or more in aggregate principal amount of the 2018 Bonds, upon written request given to the Bond Registrar at least five business days prior to the Record Date designating an account in a domestic bank, may be paid by wire transfer of immediately available funds. If the 2018 Bonds are no longer held in book-entry only form, all payments of principal will be made solely upon presentation of the 2018 Bond to the Bond Registrar.
Optional Redemption
The 2018 Bonds are subject to redemption at the option of the University, as a whole or in part on any date on or after ______1, ______, at a redemption price equal to ___% of the principal amount thereof, plus interest accrued to the date fixed for redemption.
-2- Partial Redemption; Notice of Redemption; Conditional Redemption
Selection of 2018 Bonds for Redemption. If the University elects to redeem fewer than all of the outstanding 2018 Bonds for optional redemption, the University will select the amount and maturities to be redeemed. In no event will any 2018 Bond be outstanding in a principal amount that is not an Authorized Denomination. If less than all the outstanding 2018 Bonds within a maturity are to be redeemed, the 2018 Bonds to be redeemed will be selected in accordance with the then effective operational arrangements of DTC referred to in the Letter of Representations. If less than all the outstanding 2018 Bonds within a maturity are to be redeemed and the 2018 Bonds are no longer in book-entry only form, the 2018 Bonds to be redeemed will be selected by lot by the Bond Registrar.
Notice of Redemption. For so long as the Book-Entry Only System is in effect, notice of redemption will be provided in accordance with the operational arrangements of DTC as then in effect, and neither the University nor the Bond Registrar will provide any notice of redemption to any Beneficial Owners. Thereafter (if the 2018 Bonds are no longer held in book-entry only form), notice of redemption will be given as follows: unless waived by any owner of 2018 Bonds to be redeemed, official notice of any such redemption will be given by the Bond Registrar on behalf of the University by mailing a copy of an official redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Registered Owner of the 2018 Bond or 2018 Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar.
Conditional Redemption; Rescission. Notice of redemption may be conditional. Unless the University has revoked a conditional notice of optional redemption (or unless the University provided a conditional notice of optional redemption and the conditions for the optional redemption set forth therein are not satisfied), the University will transfer to the Bond Registrar amounts that, in addition to other money, if any, held by the Bond Registrar for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of the 2018 Bonds to be redeemed. If and to the extent that funds have been provided to the Bond Registrar for the redemption of the 2018 Bonds, then from and after the date fixed for redemption for such 2018 Bond or portion thereof, interest on each such 2018 Bond will cease to accrue and such 2018 Bond or portion thereof will cease to be outstanding.
The University has retained the right to rescind any redemption notice and the related optional redemption of 2018 Bonds by giving notice of rescission to the affected Registered Owners at any time on or prior to the scheduled redemption date. Any notice of optional redemption that is so rescinded will be of no effect, and the 2018 Bonds for which the notice of optional redemption has been rescinded will remain outstanding.
Effect of Redemption. If notice of redemption has been duly given and money for the payment of the redemption price of the 2018 Bonds or portions thereof to be redeemed is held by the Bond Registrar, then on the redemption date the 2018 Bonds or portions thereof so called for redemption will become payable at the redemption price specified in such notice; and from and after the redemption date, interest thereon or on portions thereof so called for redemption will cease to accrue, such 2018 Bonds or portions thereof will cease to be outstanding and to be entitled to any benefit, protection or security of the Bond Authorization. The Registered Owners of such 2018 Bonds or portions thereof will thereafter have no rights in respect thereof except to receive payment of the redemption price upon delivery of such 2018 Bonds to the Bond Registrar.
Any notice mailed will be conclusively presumed to have been given, whether or not actually received by any owner of a 2018 Bond. The failure to mail notice with respect to any 2018 Bond will not affect the validity of the proceedings for the redemption of any other 2018 Bond with respect to which notice was so mailed.
Purchase of 2018 Bonds by the University
The University may acquire 2018 Bonds by purchase of 2018 Bonds offered to the University at any time at such purchase price as the University deems appropriate, or by gift at any time on terms as the University deems appropriate. The Bond Authorization does not require that 2018 Bonds so acquired be cancelled.
Defeasance
In the event that the University, in order to effect the payment, retirement or redemption of any 2018 Bond, sets aside in the Bond Fund or in another special account, cash or noncallable Government Obligations (defined below),
-3- or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such 2018 Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon (as verified in a report of an independent certified public accountant), and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, and receives an opinion of Bond Counsel that such 2018 Bonds have been legally defeased, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on such 2018 Bond. The owner of a 2018 Bond so provided for will cease to be entitled to any lien, benefit or security of the Bond Authorization except the right to receive payment of principal, premium, if any, and interest from the Bond Fund or such special account, and such 2018 Bond will be deemed to be not outstanding under the Bond Authorization.
As defined in the Declaration, “Government Obligations” means direct obligations of the United States of America or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America and bank certificates of deposit secured by the obligations; and bonds, debentures, notes, certificates of participation or other obligations issued by a federal agency or other instrumentality of the federal government.
SOURCES AND USES OF 2018 BOND PROCEEDS
Use of Proceeds
The proceeds from the sale of the 2018 Bonds will be used to finance capital projects of the University as identified by the Treasurer of the University, or a designee, from time to time and to pay costs of issuance.
Sources and Uses of Funds
The proceeds of the 2018 Bonds are expected to be applied as follows (amounts rounded to the nearest dollar):
Sources of Funds Par Amount of the 2018 Bonds $ 60,000,000(1) [Net] Original Issue Premium Total Sources of Funds $ Uses of Funds Project Fund Deposit $ Issuance Costs(2) Total Uses of Funds $ ______(1) Preliminary, subject to change. (2) Issuance costs include Underwriter’s discount, legal fees, financial advisor’s fees, rating agency fees, contingency and other costs incurred in connection with the issuance of the 2018 Bonds.
SECURITY FOR THE BONDS
University General Revenue Obligations
The 2018 Bonds are general revenue obligations of the University, payable solely from and secured by a pledge of General Revenues. The University is obligated to pay the principal of and interest on the 2018 Bonds from all General Revenues.
General Revenues consist of all legally available revenue of the University. Legally available revenues include all tuition, fees, charges, rents, revenues, receipts, and other income (including interest and dividends) of the University, if and to the extent such funds are not restricted in their use by law, regulation, or contract.
Certain income is restricted by law, regulation, or contract and therefore is excluded from General Revenues. For example, the following items are restricted and, therefore, excluded:
• Moneys received by the University from taxes collected by the State (e.g., most State appropriations);
-4- • Gifts or grants, the purpose of which has been restricted in writing by the terms of a gift or grant, or by the donor or grantor; and
• Amounts required to be transferred to the State Treasurer for deposit for University-Paid State Bonds (defined below) when due, and without duplication, amounts required to be paid to the State Treasurer for University-Paid State Bonds when due, as further described under the heading “OUTSTANDING UNIVERSITY OBLIGATIONS.”
The following table shows General Revenues received in Fiscal Years 2013-2017. In addition, unrestricted fund balances, to the extent that they were accumulated from tuition, fees, charges, rents, revenues, receipts, and other income (including interest and dividends) received as General Revenues, also are available to pay obligations secured by General Revenues. See “General Revenues” in APPENDIX A—UNIVERSITY OF OREGON. Accumulated unrestricted fund balances are not reflected in the following table.
UNIVERSITY GENERAL REVENUES RECEIVED (000’s)(1) 2017 2016 2015 2014 2013 Available Revenues Student Tuition and Fees $381,434 $378,536 $359,287 $360,951 $344,313 Auxiliary Enterprise Revenues 190,759 174,989 171,950 155,512 145,106 Education Department Sales and Services 15,751 16,452 16,514 15,761 15,494 Facilities and Administration Cost Recoveries included in Grant and Contract Revenues 21,956 20,494 20,498 20,693 19,163 Other 18,834 10,361 9,435 10,303 10,818 Subtotal of Available Revenues $628,734 $600,832 $577,684 $563,220 $534,894 Less: Amounts required for University-Paid State Bonds(2) (43,846) (44,404) (44,141) (40,524) (40,734) Net Funds Available $584,888 $556,428 $533,543 $522,696 $494,160
(1) The pledge of General Revenues also includes unrestricted fund balances, to the extent that they were accumulated from amounts received as General Revenues. (2) Approximately two-thirds of these amounts are paid on the first day of the fiscal year. See “OUTSTANDING UNIVERSITY OBLIGATIONS.” Payments are shown prior to any Build America Bond interest expense subsidies received by the University. See “LEGISLATION, INITIATIVES AND REFERENDA.” Source: The University.
Not a State Obligation
PURSUANT TO ORS 352.408(5), THE 2018 BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF OREGON OR OF ANY SUBDIVISION THEREOF, OTHER THAN THE UNIVERSITY, OR A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF OREGON OR ANY SUCH POLITICAL SUBDIVISION, OTHER THAN THE UNIVERSITY, BUT SHALL BE PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR UNDER THE BOND AUTHORIZATION. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OREGON OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR THE INTEREST ON THE BONDS. THE ISSUANCE OF THE 2018 BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OF OREGON OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE UNIVERSITY HAS NO TAXING POWER.
Additions to General Revenues
The University reserves the right to include in General Revenues, at its sole option, in the future, other sources of revenue or income currently excluded from the definition of General Revenues. The future addition of General
-5- Revenues is to be evidenced by a certificate executed by the Treasurer identifying the items to be added. The University is not required to meet any coverage or other test prior to adding revenues to General Revenues.
Deletions from General Revenues
The University reserves the right to remove, at its sole option, in the future, revenues from General Revenues, so long as no more than 10% of General Revenues (based on the University’s most recent audited financial statements) are removed in any fiscal year. The removal of General Revenues is to be evidenced by a certificate executed by the Treasurer identifying the items to be deleted and confirming that this requirement is met.
Additional Bonds
The University has reserved the right to issue one or more series of Additional Bonds for University purposes as permitted by law. “Additional Bonds” means bonds, leases, interest rate swaps, and other contractual obligations issued by the University and secured by a pledge of General Revenues on a parity with the pledge securing the payment of the principal of and interest on the 2015 Bonds, the 2016 Bonds and 2018 Bonds. There are no limitations, either statutory or contractual, that would prevent the University from incurring any such additional obligations.
The University also reserves the right to issue obligations payable from or secured by a pledge of General Revenues on a basis subordinate to the 2015 Bonds, the 2016 Bonds, the 2018 Bonds and any Additional Bonds, without notice to or consent of Bondholders, as permitted by law.
Payment Covenant
The University will covenant in the Bond Authorization to pay or cause to be paid the principal of and the interest on all outstanding 2018 Bonds on the dates, at the places, from the sources of funds and in the manner, all as provided in the Bond Authorization.
Interest Rate Swap Agreements
The University may enter into interest rate swap agreements payable from General Revenues. Pursuant to ORS 287A.335, the University is authorized to enter into agreements for exchange of interest rates with a counterparty. An agreement for exchange of interest rates may be made to manage payment, interest rate, spread or similar exposure undertaken in connection with related bonds.
[Remainder of Page Intentionally Left Blank]
-6- Debt Service Schedule on General Revenue Bonds
The table below displays debt service payments on University obligations secured by a parity lien pledge of General Revenues, including the 2015 Bonds, the 2016 Bonds and the 2018 Bonds. See “OUTSTANDING UNIVERSITY OBLIGATIONS” below for a description of other obligations of the University.
DEBT SERVICE SCHEDULE ON THE BONDS (as of ______, 2018)
Total General Revenue Bond Debt 2015 Bonds and 2016 Bonds 2018 Bonds Service(2) Fiscal Total Total Year(1) Principal Interest Debt Service(2) Principal Interest Debt Service(2) 2018 - $5,500,000 $5,500,000 2019 - 5,500,000 5,500,000 2020 - 5,500,000 5,500,000 2021 - 5,500,000 5,500,000 2022 - 5,500,000 5,500,000 2023 - 5,500,000 5,500,000 2024 - 5,500,000 5,500,000 2025 - 5,500,000 5,500,000 2026 - 5,500,000 5,500,000 2027 - 5,500,000 5,500,000 2028 - 5,500,000 5,500,000 2029 - 5,500,000 5,500,000 2030 - 5,500,000 5,500,000 2031 - 5,500,000 5,500,000 2032 - 5,500,000 5,500,000 2033 - 5,500,000 5,500,000 2034 - 5,500,000 5,500,000 2035 - 5,500,000 5,500,000 2036 - 5,500,000 5,500,000 2037 - 5,500,000 5,500,000 2038 - 5,500,000 5,500,000 2039 - 5,500,000 5,500,000 2040 - 5,500,000 5,500,000 2041 - 5,500,000 5,500,000 2042 - 5,500,000 5,500,000 2043 - 5,500,000 5,500,000 2044 - 5,500,000 5,500,000 2045 $50,000,000 5,500,000 55,500,000 2046 60,000,000 3,000,000 63,000,000 2047 - - - 2048 - - - Total(2) $110,000,000 $157,000,000 $267,000,000 $ $ $ $
(1) Fiscal year ending June 30. (2) Totals may not foot due to rounding. Source: The University.
OUTSTANDING UNIVERSITY OBLIGATIONS
The State previously issued bonds and other obligations for the benefit of the University, including bonds issued under Article XI-G, Article XI-F(1) and Article XI-Q of the State constitution and certain State lottery revenue bonds and certificates of participation (“COPs”). The State is responsible for paying the debt service on certain State bonds issued for the University’s benefit from State appropriated revenues (“State-Paid Bonds”). The University is responsible for paying the debt service on certain State bonds issued for the University’s benefit (“University-Paid State Bonds”) pursuant to ORS 352.415.
-7- The University entered into a Restated and Amended Agreement for Debt Management, effective July 1, 2017, by and among the University and the State, acting by and through its Office of the State Treasurer (the “State Treasurer”), Higher Education Coordinating Commission (“HECC”), and Department of Administrative Services (“DAS”) with respect to certain State-Paid Bonds and University-Paid State Bonds (the “Debt Management Agreement”). Pursuant to ORS 352.415, the State Treasurer has provided a schedule of outstanding University-Paid State Bonds and other obligations that the University must pay. The schedule must be periodically updated as State bonds are retired and new State bonds are issued.
University-Paid State Bonds are to be paid from the University’s legally available revenues. The Debt Management Agreement provides that the University is obligated to make payments with respect to University-Paid State Bonds from legally available revenues and authorizes the State to withhold appropriations to the University as a remedy for nonpayment. State appropriations are excluded from General Revenues pledged to pay the Bonds.
As of June 30, 2017, the University had outstanding $501,837,000 aggregate principal amount of University-Paid State Bonds, $110,000,000 aggregate principal amount of General Revenue Bonds, $38,423,000 aggregate principal amount of State Energy Loan Program (“SELP”) loans and $49,783,000 aggregate principal amount of capital lease obligations. See Note 8 in “APPENDIX C–UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.”
UNIVERSITY-PAID OBLIGATIONS (as of June 30, 2017) (000’s) University- General Fiscal Paid State Revenue Capital Total Year Bonds(1) Bonds SELP(2) Leases Payments 2018 $43,362 $5,500 $3,548 $3,336 $55,746 2019 42,725 5,500 3,549 3,335 55,109 2020 42,380 5,500 3,548 3,336 54,764 2021 41,027 5,500 3,549 3,336 53,412 2022 39,596 5,500 3,548 3,320 51,964 2023-2027 194,904 27,500 17,743 16,545 256,692 2028-2032 174,505 27,500 14,905 16,546 233,456 2033-2037 152,851 27,500 2,228 14,097 196,676 2038-2042 81,079 27,500 -- 12,465 121,044 2043-2047 10,790 129,500 -- 8,518 148,808 $823,219 $267,000 $52,618 $84,834 $1,227,671
(1) The schedule for University-Paid State Bonds will be amended from time to time to reflect the results of refundings, if any, and to reflect University obligations in connection with future University-Paid State Bonds, if any, requested by the University. The University has reserved the right to defease these obligations at any time. Payments are shown prior to any Build America Bond interest expense subsidies received by the University. See “LEGISLATION, INITIATIVES AND REFERENDA.” (2) Excludes subsidy from State for payment of a portion of the debt service on SELP obligations. Source: The University.
In addition to amounts shown in the table above, the University makes contributions to the State to pay debt service related to the State’s pension obligation bonds that were issued in 2003 and are scheduled to be fully paid in 2027. In 2003, the State Legislature authorized State general obligation bonds of $2 billion, to offset the State’s portion of the retirement system’s unfunded pension liability. The Oregon Department of Administrative Services coordinates the debt service assessments to PERS employers to cover the bond debt service payments. PERS employers, including the University, are assessed a percentage of their PERS-covered payroll to fund the payments. The assessment rate is adjusted biennially over the life of the 24-year debt repayment schedule. The payroll assessment for the pension obligation bonds began in May 2004 and is currently at an assessment rate of 6.33%. Payroll assessments for the University for the fiscal years ended June 30, 2017 and 2016 were $12.7 million and $12.8 million, respectively.
-8- Under the Debt Management Agreement, the University is required to submit funding requests to the HECC for biennial budget appropriations sufficient to pay debt service on State-Paid Bonds issued for the benefit of the University. Debt service on State-Paid Bonds is payable from State appropriated revenues, and the University has no further obligation with respect to payment on State-Paid Bonds beyond submitting such appropriations requests.
State Treasurer Approval of Cash Flow Sufficiency If the University desires to remain eligible to receive proceeds of State-issued Article XI-F(1) or XI-Q bonds intended to be repaid in whole or part with University revenues or other money under the control of the University (e.g. future University-Paid State Bonds), the State Treasurer must review and approve all plans of the University to issue revenue bonds including the 2018 Bonds. The scope of the State Treasurer’s approval is limited by statute to consideration of periodic cash flow projections and other information necessary to determine the sufficiency of the cash flow of the University to pay University-Paid State Bonds and to pay debt service on the University’s revenue bonds. The University has received confirmation that the State Treasurer, pursuant to ORS 352.402, has reviewed and approved the University’s plans to issue the 2018 Bonds. As part of that review, the State Treasurer considered the periodic cash flow projections and other information submitted by the University to the State Treasurer to determine that the University will have sufficient cash flow to pay: (i) loans from State agencies to the University of Oregon that were funded with State Bonds (as defined in ORS 352.408); (ii) State Bonds issued for the benefit of the University pursuant to Articles XI-F(1) and XI-Q of the Oregon Constitution and ORS 283.085 to 283.092; and (iii) the 2018 Bonds as well as other series of General Revenue bonds outstanding that have already been issued by the University.
In the event that the University requests additional University-Paid State Bonds, the University’s obligations to pay debt service to the State may increase to amounts greater than those described in the table under the heading “University-Paid Obligations” to reflect such additional University-Paid State Bonds.
In the future, if the University opts to issue revenue bonds without State Treasurer approval, the University will thereupon lose its eligibility to receive proceeds of bonds issued by the State under Articles XI-F(1) or XI-Q that are intended to be repaid in whole or part with University revenues or other money under the control of the University.
Bond Payments and University-Paid State Bond Payments
As described above the University is obligated to make payments with respect to University-Paid State Bonds when due from legally available revenues of the University. ORS 352.415(3) provides that payments with respect to University-Paid State Bonds are to be paid on or before the dates specified from legally available revenues on a pari passu basis with the payment of the Bonds. The Oregon Attorney General issued an opinion on October 1, 2014 concluding that there is no parity of liens under ORS 352.415 because the University may not include in any pledge to bondholders any of the amounts required to pay University-Paid State Bonds. The opinion states that the pari passu language relates only to the timing of bond payments and requires universities to time payments to the State Treasurer for University-Paid State Bonds and payments of University revenue bonds roughly equally within a fiscal period to prohibit universities from achieving a “de facto” payment priority.
The Bond Authorization excludes from the definition of General Revenues amounts required to be transferred to the State Treasurer for deposit for University-Paid State Bonds when due, and without duplication, amounts required to be paid to the State Treasurer for University-Paid State Bonds when due, and establishes principal and interest payment dates for the Bonds so that payments to the State Treasurer with respect to University-Paid State Bonds and payments to Bondholders are disbursed roughly equally within a fiscal period.
LIMITATIONS ON REMEDIES
Pursuant to ORS 287A.310 and 352.087(1)(h), the pledge of General Revenues creates a lien that is to be valid and binding from the time the pledge is made, without physical delivery, filing or any other act, and with the priority and subject to the limitations set forth in the Bond Authorization. A 2018 Bond owner may commence an action in a court of competent jurisdiction to foreclose the lien of the pledge and exercise the rights and remedies as provided under the Bond Authorization.
-9- If the University were to default on the payment of principal or interest on the 2018 Bonds, payment of the principal and accrued interest on the 2018 Bonds is not subject to acceleration. The University is liable for principal and interest payments only as they become due. In the event of multiple defaults in payment of principal of or interest on the 2018 Bonds, the 2018 Bondholders would be required to bring a separate action for each such payment not made. Any such action to compel payment or for money damages would be subject to the limitations on legal claims and remedies against public bodies under State law.
Any remedies available to the Registered Owners of the 2018 Bonds upon the occurrence of an event of default under the Bond Authorization are in many respects dependent upon judicial actions which are in turn often subject to discretion and delay and could be both expensive and time-consuming to obtain. If the University fails to pay principal of or interest on the 2018 Bonds, there can be no assurance that available remedies will be adequate to fully protect the interests of the Registered Owners of the 2018 Bonds.
In addition to the limitations on remedies contained in the Bond Authorization, the rights and obligations under the 2018 Bonds and the Bond Authorization may be limited by and are subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, and to the exercise of judicial discretion in appropriate cases. The opinion to be delivered by Pacifica Law Group LLP, as Bond Counsel, concurrently with the issuance of the 2018 Bonds, will be subject to limitations regarding bankruptcy, insolvency and other laws relating to or affecting creditors’ rights. A complete copy of the proposed forms of opinion of Bond Counsel is set forth in APPENDIX D—“FORM OF BOND COUNSEL OPINION.”
LEGISLATION, INITIATIVES AND REFERENDA
State Legislation, Initiatives and Referenda. The Legislative Assembly considers legislation from time to time that may affect the University, including without limitation legislation appropriating funds for higher education, legislation authorizing State bonds for the benefit of the University, and legislation regarding public employees, benefits, tuition, academic standards, public procurement and contracting, and other matters. The 80th Legislative Assembly is scheduled to convene its Legislative Session on February 5, 2018 and adjourn on March 9, 2018 (the “2018 Legislative Session”).
The Oregon Constitution, Article IV, Section 1, reserves to the people of the State (1) the initiative power to amend the Oregon Constitution or to enact State legislation by placing measures on the statewide general election ballot for consideration by the voters and (2) the referendum power to approve or reject at an election any act passed by the Legislative Assembly that does not become effective earlier than 90 days after the end of the legislative session. The Legislative Assembly may also refer an act to the voters for approval or rejection.
Federal Legislation. The University receives grants and other federal funding (either directly or indirectly through the State or local governmental agencies, or private foundations and other private entities). In Fiscal Year 2017, the University received $86.6 million in federal grants and contracts. In Fiscal Year 2017, the University also benefitted from $1.24 million in federal interest subsidy payments in connection with University-Paid State Bonds. The University may be adversely impacted by federal legislative and executive or regulatory actions, including cuts to federal spending, changes to financial aid programs, tax reform legislation (H.R. 1, 115th Congress (1st sess. 2017) (“H.R. 1”), and actions affecting international student enrollment. Federal immigration policies may affect international student enrollment. Budgetary acts, including the sequestration provisions of the Budget Control Act of 2011 and Statutory Pay-As-You-Go Act of 2010 (together “Sequestration”), could continue to affect the availability of federal funds. Payments made by the federal government in connection with interest payments on taxable bonds eligible for federal interest subsidies between October 1, 2017 and September 30, 2018, were reduced through Sequestration by 6.6%, resulting in a reduction in subsidy payments related to certain direct pay University- Paid State Bonds. Sequestration of such interest payments has been extended by Congress and is scheduled to remain in effect through federal fiscal year 2024. H.R. 1’s changes to deductions from taxable income and estate taxes could affect philanthropy.
-10- LEGAL INFORMATION
No Litigation Concerning the 2018 Bonds
There is no litigation pending or, to the actual knowledge of the University, threatened questioning the validity of the 2018 Bonds or the power and authority of the University to issue the 2018 Bonds or seeking to enjoin the issuance of the 2018 Bonds.
Other Litigation
The University is a party to lawsuits arising out of its normal course of business. There is no pending or threatened controversy or litigation matter that the University believes individually or in combination, will have a material adverse effect upon the University’s overall financial condition. Some claims are covered by insurance. See “Note 14. Risk Management in APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.”
Approval of Counsel
Legal matters incident to the authorization, issuance and sale of the 2018 Bonds by the University are subject to the approving legal opinion of Pacifica Law Group LLP, Seattle, Washington, “Bond Counsel.” The form of opinion of Bond Counsel is attached hereto as APPENDIX D. Pacifica Law Group LLP, Seattle, Washington, also is serving as Disclosure Counsel to the University.
Certain legal matters will be passed on for the Underwriter by Hawkins Delafield & Wood LLP, Portland, Oregon, counsel to the Underwriter. Any opinion of such firm will be addressed solely to the Underwriter, will be limited in scope, and cannot be relied upon by investors.
TAX MATTERS
General. In the opinion of Bond Counsel, under existing law and subject to certain qualifications described below, interest on the 2018 Bonds is excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Tax Code”), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals. Interest on the 2018 Bonds is exempt from State of Oregon personal income taxes. The proposed form of opinion of Bond Counsel with respect to the 2018 Bonds to be delivered on the date of issuance of the 2018 Bonds is set forth in APPENDIX D. The Tax Code contains a number of requirements that apply to the 2018 Bonds, and the University has made certain representations and has covenanted to comply with each such requirement. Bond Counsel’s opinion assumes the accuracy of the representations made by the University and is subject to the condition that the University complies with the above-referenced covenants. If the University fails to comply with such covenants or if the University’s representations are inaccurate or incomplete, interest on the 2018 Bonds could be included in gross income for federal income tax purposes retroactively to the date of issuance of the 2018 Bonds. Except as expressly stated herein, Bond Counsel expresses no opinion regarding any tax consequences related to the ownership, sale or disposition of the 2018 Bonds, or the amount, accrual or receipt of interest on, the 2018 Bonds. Owners of the 2018 Bonds should consult their tax advisors regarding the applicability of any collateral tax consequences of owning the 2018 Bonds. Original Issue Premium and Discount. If the initial offering price to the public (excluding bond houses and brokers) at which a 2018 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which a 2018 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes. De minimis original issue discount and original issue premium is disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal gross income to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2018 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding
-11- dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2018 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2018 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2018 Bonds who purchase the 2018 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2018 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2018 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2018 Bonds under federal individual and corporate alternative minimum taxes.
Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2018 Bond (said term being the shorter of the 2018 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2018 Bond for purposes of determining taxable gain or loss upon disposition. The amount of original issue premium on a 2018 Bond is amortized each year over the term to maturity of the 2018 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). Amortized 2018 Bond premium is not deductible for federal income tax purposes. Owners of premium 2018 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to federal income tax consequences of owning such 2018 Bonds.
Post Issuance Matters. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the 2018 Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the University, or about the effect of future changes in the Tax Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS.
Bond Counsel’s engagement with respect to the 2018 Bonds ends with the issuance of the 2018 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the University or the Owners regarding the tax-exempt status of the 2018 Bonds in the event of an audit examination by the IRS. Under current procedures, parties other than the University and its appointed counsel, including the Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which the University legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the 2018 Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the 2018 Bonds, and may cause the University or the owners to incur significant expense.
Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2018 Bonds to be subject, directly or indirectly, to federal income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2018 Bonds. Prospective purchasers of the 2018 Bonds should consult their own tax advisors regarding any pending or proposed legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
Not Bank Qualified. The University has not designated the 2018 Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3)(B) of the Tax Code.
CONTINUING DISCLOSURE UNDERTAKING
The University is covenanting for the benefit of the holders and beneficial owners of the 2018 Bonds to provide certain financial information and operating data (the “Annual Disclosure Report”) no later than nine months following the end of the University’s fiscal year (which currently would be March 31, 2019, for the report for the 2018 Fiscal Year), and to provide notices of the occurrence of certain enumerated events. The Annual Disclosure Report and notices of enumerated events are to be filed with the Municipal Securities Rulemaking Board. The
-12- nature of the information to be contained in the Annual Disclosure Report and in notices of enumerated events is set forth in “APPENDIX F—FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants are made by the University to assist the purchasers of the 2018 Bonds in complying with Securities and Exchange Commission Rule 15c2-12(b)(5).
The University has complied in all material respects with its prior continuing disclosure undertakings.
OTHER 2018 BOND INFORMATION
Ratings
Ratings of “Aa2” and “AA-” have been assigned to the 2018 Bonds by Moody’s Investors Service and Standard & Poor’s Ratings Services, respectively. Such ratings reflect only the views of the rating organizations and an explanation of the significance of the ratings may be obtained from the rating agencies. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by the rating agencies if, in the judgment of the agencies, circumstances so warrant. Any such downward revision or withdrawal of any of the ratings could have an adverse effect on the market price of the 2018 Bonds.
Financial Advisor
Public Financial Management, Inc. of Boston, Massachusetts (the “Financial Advisor”), has acted as financial advisor to the University in connection with the issuance of the 2018 Bonds. The Financial Advisor is not obliged to undertake, and has not undertaken, an independent verification of, nor has assumed responsibility for the accuracy, completeness or fairness of the information obtained in this Official Statement. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities.
Underwriting
The 2018 Bonds are being purchased by the Underwriter at an aggregate price of $______(the principal amount of the 2018 Bonds, plus [net] original issue premium of $_____, and less an Underwriter’s discount of $_____).
The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Under certain circumstances, the Underwriter and its affiliates may have certain creditor and/or other rights against the University and its affiliates in connection with such activities. In the various course of their various business activities, the Underwriter and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the University (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the University. The Underwriter and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
Potential Conflicts
Some or all of the fees of the Financial Advisor, Bond Counsel, Disclosure Counsel and Underwriter’s Counsel are contingent upon the sale of the 2018 Bonds. Pacifica Law Group LLP is serving as Bond Counsel and Disclosure Counsel to the University with respect to the 2018 Bonds. From time to time, Bond Counsel and Disclosure Counsel may serve as counsel to the Underwriter, and to other parties involved with the 2018 Bonds with respect to transactions other than the issuance of the 2018 Bonds.
-13- Independent Auditor
The financial statements of the University for the fiscal year ended June 30, 2017 and included as APPENDIX C to this Official Statement have been audited by Moss Adams LLP, independent auditors, as stated in its report appearing herein. The audited financial statements of the University are public documents. The University has not requested that Moss Adams LLP provide consent for inclusion of the audit report in this Official Statement, and Moss Adams has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. Further, Moss Adams LLP has not participated in any way in the preparation or review of this Official Statement.
Official Statement
All forecasts, estimates and other statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not intended to be construed as a contract or agreement between the University and the purchasers or holders of any of the 2018 Bonds.
At the time of the delivery of the 2018 Bonds, one or more officials of the University will furnish a certificate stating that, to the best of his or her knowledge and belief at the time of the sale or delivery of the 2018 Bonds, this Official Statement and information furnished by the University supplemental thereto did not and do not contain any untrue statements of material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in any material respect.
The University has authorized the execution and delivery of this Official Statement.
UNIVERSITY OF OREGON
By: Treasurer
-14-
APPENDIX A
THE UNIVERSITY OF OREGON Mission and History The University’s mission is to be a comprehensive public research university committed to exceptional teaching, research, and service. Its vision is to aspire to be a preeminent and innovative public research university encompassing the humanities and arts, the natural and social sciences, and the professions.
The University is the State’s flagship university. The University’s primary campus is in Eugene with programs also offered in Portland, Oregon; at the Oregon Institute of Marine Biology in Charleston, Oregon; and at the Pine Mountain Observatory outside of Bend, Oregon.
The University’s academic programs are organized into nine degree-granting schools and colleges: the College of Arts and Sciences, the College of Education, the Graduate School, the Charles H. Lundquist College of Business, the Robert D. Clark Honors College, the College of Design, the School of Law, the School of Journalism and Communication, and the School of Music and Dance.
These units offer more than 300 academic programs. The University has particular strength in the natural and physical sciences, psychology and neuroscience, environment and sustainability, education, sustainable design, journalism, entrepreneurship and sports business, environmental law, fine and creative arts, music, and interdisciplinary programs such as environmental studies and alternative dispute resolution. The Robert D. Clark Honors College is the oldest four-year public honors college in the country. The nation’s first Institute of Molecular Biology was founded at the University in 1959 and continues to engage in world-class research.
Powers The University is a public university of the State and an “independent public body with statewide purposes and missions and without territorial boundaries.” The Board is granted all of the powers, rights and duties expressly conferred upon it by law, or that are implied by law or incident to such powers. As stated in ORS 352.033, a university with a governing board, such as the University, is a governmental entity performing governmental functions and exercising governmental powers, but is not considered a unit of local or municipal government or a State agency, board, commission or institution for purposes of State statutes, unless ORS chapter 352 or other law expressly provides otherwise.
The Board of the University is vested with broad powers and specific duties and rights, including establishing a process for determining tuition and enrollment fees. However, if the proposed total resident undergraduate tuition and mandatory enrollment fees increase more than five percent from the prior year, this increase must also be approved by HECC or the Legislative Assembly. All other tuition categories are not subject to external approvals. The Board is authorized to spend all available moneys without appropriation or expenditure limitation approval from the Legislative Assembly, except for moneys received pursuant to ORS 352.089 (generally referred to as State appropriations) or the proceeds of State-issued bonds. Pursuant to ORS 352.113, the Board has custody and control of all real property used for University purposes, subject to certain statutory limitations. Legal title to all real property is held in the name of the State, acting by and through the Board. Equipment and fixtures purchased with State-issued and State-Paid Bonds are also property held in the name of the State, acting through the Board, until such time as the bonds are fully repaid.
Governance The University is governed by a 15-member Board. With the exception of the President of the University, who serves as an ex-officio nonvoting member of the Board, Trustees are appointed by the Governor of the State (the “Governor”) with the consent of the State Senate. Except for the student, faculty, and non-faculty staff members of the Board, each Trustee holds his/her office for a four-year term. The term of office of each student, faculty, and non-faculty staff member of the Board is two years. Trustees may not serve more than two consecutive full terms.
A-1 The following briefly identifies Board members (other than ex officio members). Brief biographies of Board officers and the Senior Vice President and Provost are included under the heading “Board Officers; Certain Executive Officers.”
Charles M. Lillis, Ph.D., Chair (Co-founder of LoneTree Capital and Castle Pines Capital).
Ginevra Ralph, M.A., Vice Chair (Co-founder and Director, John G. Shedd Institute for the Arts).
Connie Ballmer (Philanthropist; Community Volunteer).
Peter Bragdon, J.D. (Senior Vice President of Legal and Corporate Affairs, Secretary, and General Counsel, Columbia Sportswear Company).
Rodolfo (Rudy) Chapa Jr., J.D. (Founder, Quixote Investment).
Andrew Colas (President, Colas Construction).
Ann Curry (Journalist).
Allyn Ford, MBA (Chairman and retired CEO, Roseburg Forest Products).
Joseph Gonyea III (Partner and CEO, Timber Products Company).
Ross Kari, MBA (Retired financial services executive; former CFO of The Federal Home Loan Mortgage Corporation).
Laura Lee McIntyre, Ph.D. (Professor, University of Oregon, College of Education).*
Jimmy Murray, (Library Technician, University of Oregon, Libraries).*
William Paustian, (Student, Robert D. Clark Honors College, University of Oregon).*
Mary Wilcox, J.D. (Vice President and Director, Capital Realty Corp.).
Board Officers; Certain Executive Officers Michael H. Schill President. Mr. Schill is the 18th president of the University. He began his tenure on July 1, 2015 and previously served as the dean and Harry N. Wyatt Professor of Law at the University of Chicago Law School. Prior to joining the University of Chicago in 2010, Mr. Schill served as the dean of the University of California, Los Angeles School of Law from 2004 to 2009. His other faculty appointments include tenured positions as professor of law and urban planning at New York University and professor of law and real estate at the University of Pennsylvania. Mr. Schill is the author or co-author of three books and more than 40 scholarly articles. In 2004, Mr. Schill founded the Furman Center for Real Estate and Urban Policy at New York University. In addition to serving as the president of the University, Mr. Schill is a member of the Board of Governors of Argonne National Laboratory, a member of the Board of Trustees of Ithaka, the nonprofit organization that owns JSTOR, a digital library, and is a Fellow of the American Academy of Arts and Sciences. Mr. Schill graduated with an AB in public policy from Princeton University in 1980 and a JD from the Yale Law School in 1984. Mr. Schill also holds a tenured faculty appointment in the University’s School of Law.
Jayanth Banavar, Senior Vice President and Provost. On July 1, 2017 Dr. Banavar began serving as provost and senior vice president of the University. Dr. Banavar joined the University from the University of Maryland, where he served as dean of the College of Computer, Mathematical, and Natural Sciences. Before working at the
* Serves a two-year term.
A-2 University of Maryland, Dr. Banavar worked at the Department of Physics at Pennsylvania State University for 12 years. He received his bachelor of science and master of science in physics from Bangalore University and his Ph.D. in physics from University of Pittsburgh.
Kevin Reed, Vice President and General Counsel. As vice president and general counsel, Mr. Reed provides legal guidance and advice to all the University units, schools and colleges. He is responsible for managing the University’s legal matters including academic freedom, intellectual property, equal protection in admissions, athletics compliance, research compliance, criminal law, and other litigation. Mr. Reed previously served as vice chancellor, legal affairs and associate general counsel at University of California, Los Angeles; general counsel for the Los Angeles Unified School District; and as a litigator with the NAACP Legal Defense and Education Fund. He earned a bachelor’s degree from the University of Virginia in 1986 and his law degree from Harvard Law School in 1989.
Jamie Moffitt, Vice President for Finance and Administration/CFO and Treasurer. As VPFA/CFO and Treasurer, Ms. Moffitt works with the University community to strengthen and further align central administrative and financial functions with the University’s core mission of teaching, research and service. Ms. Moffitt was previously the executive senior associate athletic director for finance and administration from May 2010 to December 2011. Prior to that, she was the associate dean for finance and operations at the University’s School of Law from 2003 to 2010. In both positions, she reorganized budgeting and financial reporting processes and managed human resources and infrastructure improvements. Before coming to the University, Ms. Moffitt was a senior executive at a venture- backed technology company in Boston and a consultant with McKinsey & Company, a global management consulting firm. Ms. Moffitt received her Bachelor of Arts degree (economics) from Harvard, her Master of Arts in Law and Diplomacy degree at Tufts University (international business) from The Fletcher School of Law and Diplomacy, and her Juris Doctor degree from Harvard Law School.
Angela Wilhelms, University Secretary. As Secretary of the University, Ms. Wilhelms works closely with the Board and the Office of the President to help govern the University. Ms. Wilhelms previously specialized in government affairs services at the Portland law firm Dunn Carney. Prior to joining Dunn Carney, she was chief of staff in the House Minority Office and the House Co-Speaker’s Office in the Oregon State Legislature. Ms. Wilhelms has also served as a press secretary in Washington D.C. and an independent consultant on policy, strategy and communications. She has a Bachelor of Finance Degree from Santa Clara University and, a Master of Business Administration, and a Juris Doctor degree from Willamette University.
Accreditation The University is accredited by the Northwest Commission on Colleges and Universities (“NWCCU”) and has specialized accreditation for certain professional schools and individual educational programs from a number of national organizations. The University has been continuously accredited by NWCCU, its regional higher education authority, since 1918. The University is on a seven-year accreditation cycle; the prior cycle began in 2011 and ended in 2017. The University was reaffirmed in July 2017 based on the Spring 2017 Demonstration Project Year Seven Mission Fulfillment and Sustainability Evaluation.
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A-3
Admissions and Student Enrollment The University’s enrollment strategy over the last several years has been to increase academic quality and diversity of the incoming classes while building faculty and physical infrastructure to support the student enrollment growth that occurred between 2007 and 2012. In September 2017, University leadership presented to the Board of Trustees a plan to start increasing the size of the incoming class supported by new investments in recruitment. The following tables show the number of applicants to the University’s undergraduate, graduate and professional schools, the number of applicants accepted, and the number of students enrolled in autumn quarter 2013-2017. For 2017 incoming freshmen, the mean freshman GPA was 3.55 and the mean freshman SAT score was 1,195. The 2017 undergraduate retention rate from first to second year was 86.1%.
Student Enrollment Fall Quarter 2017 2016 2015 2014 2013
University FTE Undergraduate 18,165 18,631 18,610 18,800 19,042 Graduate 3,434 3,378 3,305 3,365 3,449 Professional 385 355 390 383 446 Non-traditional 233 205 227 221 220 Total FTE Enrollment 22,217 22,570 22,532 22,769 23,157
Undergraduate
Freshmen 2017 2016 2015 2014 2013 Applicants 20,190 21,649 21,795 21,145 21,938 Acceptances 16,738 16,892 16,232 15,908 16,206 Matriculants 3,863 3,949 4,060 3,895 3,881
Transfers Applicants 3,407 3,285 3,718 3,651 3,793 Acceptances 2,160 2,008 2,268 2,256 2,231 Matriculants 1,196 1,181 1,310 1,289 1,358
Graduate Applicants 6,907 7,098 6,546 6,658 7,010 Acceptances 2,468 2,416 1,849 1,938 2,065 Matriculants 1,019 960 944 955 957
Source: The University.
Facilities and Campus Life The University’s main campus consists of 295 acres along the Willamette River in Eugene, Oregon. In addition to the main campus in Eugene, the University operates other programs and facilities across the State, including: the Pine Mountain Observatory in Central Oregon; the Oregon Institute of Marine Biology on the Oregon coast; and other undergraduate academic outreach and service learning experiences. In addition, the White Stag Block serves as the University’s hub of activity in Portland. The total land holdings of the University are approximately 565 acres.
The University is expanding its Eugene footprint. A $500 million lead gift from Phil and Penny Knight has launched the Knight Campus for Accelerating Scientific Impact. The campus is a $1 billion initiative to fast-track scientific discoveries into innovations. The campus is expected to be constructed and developed over the next decade and it will be adjacent to other University research facilities. The construction of the campus is expected to be funded completely through dedicated gifts and State-paid bonds. Ground breaking for the first phase of construction is scheduled for February 2018.
A-4 As a member of the Association of Research Libraries, the University’s libraries consist of a main library facility, five campus branches, and two off-campus branches.
The University operates two museums (the Jordan Schnitzer Museum of Art and the Museum of Natural and Cultural History) and numerous additional galleries, a Cinema Pacific Film Festival, and an Arts Council. Each summer, the University hosts the Oregon Bach Festival, which draws participants from around the world. The University provides three venues for dramatic arts on campus that offer a range of stage productions from classical works to modern musicals. More than 200 concerts and recitals are presented on campus throughout the year by visiting artists, by faculty members of the School of Music and Dance, and music students.
The University has a broad-based NCAA Division I intercollegiate athletics program and competes as a member of the Pac-12 Conference. Nearly 500 student-athletes participate in 20 Division I sports while pursuing their degree, and collectively participate in over 3,000 hours of community service annually. The University has achieved broad- based competitive excellence across these 20 sport programs and has developed a strong national brand highlighting innovation and excellence. In particular, the University’s football and basketball programs have become recognized among the nation’s elite and the track and field programs have consistently won national championships. Eugene is known as “Track Town USA” and the University hosts many nationally and internationally prominent track and field events at Historic Hayward Field.
Faculty and Staff The University employs tenure-related and non-tenure-track faculty as shown on the table below. There are more than 150 fully- or partially-endowed faculty positions, including deans, nearly 40 chairs, and more than 100 professorships. The following tables show selected faculty data for fall quarter for the past five years. FACULTY DATA
2017 2016 2015 2014 2013 Faculty Headcount 2,041 2,081 2,154 2,064 2,031 Faculty full-time 1,634 1,617 1,387 1,358 1,295 Faculty part-time 407 464 767 706 736 % Tenured (of full-time faculty) 37% 36% 37% 37% 37% % Doctorates (of full-time faculty) 67% 66% 66% 66% 66%
Source: The University.
The University has approximately 3,450 staff including, officers of administration, classified staff and librarians (excluding student employees).
Represented Units
A majority of University employees are represented by a bargaining unit. There are approximately 1,650 classified staff employees represented by the Service Employees International Union (SEIU) Local 085, who work under a collective bargaining agreement. The Teamsters Local 206 represents employees in the University’s printing and mailing services. The University also maintains its own sworn police officer unit, which is represented by the University of Oregon Police Association. Much of the University’s faculty, including officers of instruction, officers of research, post-doctoral fellows, and librarians, are represented by United Academics, AAUP/AFT, Local 3209, AFL-CIO. Graduate employees (GEs) who work for the university are represented by the Graduate Teaching Fellows Federation.
Union contracts with the University expire and are renegotiated regularly. The University has experienced work stoppages in the past, but all stoppages have been resolved to date.
A-5 HISTORICAL FINANCIAL RESULTS Statement of Revenues, Expenses and Changes in Net Position The table on the following page provides the historical statement of revenues, expenses, and changes in net position of the University based on the University’s audited financial statements for the fiscal years ended June 30, 2013 through June 30, 2017. Statement of Revenues, Expenses and Changes in Net Position For the Fiscal Years Ending June 30 (000’s) 2017 2016 2015 2014 2013 OPERATING REVENUES Student Tuition and Fees(1) $381,434 $378,536 $359,287 $360,951 $344,313 Federal Grants and Contracts 86,575 92,664 93,846 95,089 95,157 State and Local Grants and Contracts 2,748 3,951 3,816 2,110 1,821 Nongovernmental Grants and Contracts 17,590 5,929 5,897 6,840 7,909 Educational Department Sales and Services 15,751 16,452 16,514 15,761 15,494 Auxiliary Enterprises Revenues(2) 190,759 174,989 171,950 155,512 145,106 Other Operating Revenues 18,834 10,361 9,435 10,303 10,818 Total Operating Revenues 713,691 682,882 660,745 646,566 620,618 OPERATING EXPENSES Instruction $274,772 $274,697 $270,122 $253,585 $239,858 Research 66,711 62,277 67,877 70,607 71,234 Public Service 43,282 42,035 41,943 37,895 37,674 Academic Support 59,242 56,810 53,983 51,418 47,211 Student Services 42,042 40,770 36,125 35,593 32,294 Auxiliary Programs 200,141 171,230 175,720 175,486 164,860 Institutional Support 67,894 64,157 61,937 52,937 50,636 Operation and Maintenance of Plant 52,109 53,288 53,375 49,660 47,417 Student Aid 34,433 36,710 27,574 16,486 15,902 Other Operating Expenses 39,228 36,051 35,458 45,600 31,589 Change in Pension Liability, Net(3) 41,084 72,643 (47,444) — — Total Operating Expenses 920,938 910,668 776,670 789,267 738,675 Operating Income (Loss) $(207,247) $(227,786) $(115,925) $(142,701) $(118,057) NONOPERATING REVENUES (EXPENSES) Government Appropriations 66,515 64,545 55,862 49,431 47,342 Financial Aid Grants 31,576 31,869 31,908 31,852 31,758 Investment Activity 16,154 15,989 14,096 20,491 17,228 Gain (Loss) on Sale of Assets, Net 22 (3,144) (3,284) (295) 54 Interest Expense (24,341) (28,793) (34,190) (34,971) (34,351) Other Nonoperating Items 71,108 58,347 67,672 66,460 58,077 Net Nonoperating Revenues 161,034 138,813 132,064 132,968 120,108 Income (Loss) Before Capital Additions and Special Items (46,213) (88,973) $16,139 $(9,733) $2,051 CAPITAL ADDITIONS (DEDUCTIONS) AND SPECIAL ITEMS Debt Service Appropriations 2,017 2,017 1,997 12,363 13,600 Capital Grants and Gifts 76,095 38,701 30,207 106,627 32,767 Changes to Permanent Endowments — — — 10 2 Transfers within OUS — — — (3,678) 937 Special Items(4) — — (31,406) — — Total Capital Additions (Deductions) and Special Items 78,112 40,718 798 115,322 47,306 Increase in Net Position $31,899 $(48,255) $16,937 $105,589 $49,357 NET POSITION Beginning Balance (previously reported) 840,407 888,662 775,432 669,843 620,486 Adjustments to Beginning Balance(5) — — 96,293 — — Beginning Balance (Restated) — — 871,725 — — Ending Balance $872,306 $840,407 $888,662 $775,432 $669,843
Footnotes to table begin on the following page.
A-6 FOOTNOTES TO TABLE ON PREVIOUS PAGE
(1) Net of Allowances of $70,701, $65,192, $62,361 and $60,505, for 2017, 2016, 2015 and 2014 respectively. (2) Net of Allowances of $8,490, $6,889, $4,324 and $3,391, for 2017, 2016, 2015 and 2014 respectively. (3) See Note 11, APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT. (4) In October 2014, the University entered into an agreement with University of Oregon Foundation (“UOF”) to manage its endowments in the same manner as the University, including honoring the original restrictions that were placed on the endowments by the donors. As a result of this agreement, the University conveyed the $31,406 cash value of its endowments to UOF. The amount represented the permanently restricted endowments and the restricted accumulated earnings that had not been distributed. (5) The University legally separated from OUS effective July 1, 2014, and became an independent public entity. The effect of the separation resulted in the University increasing its beginning net position by a total of $164,699. Of this increase, $159,228 resulted from the State assuming certain State-Paid debt obligations. Additionally, OUS transferred $4,002 of assets to the University that was being held on the University’s behalf. The remaining increase is net position of $1,469 resulted from other changes. Data also reflects an adjustment in deferred outflows of resources, contributions made after the measurement date, of $15,943, and a restatement of net pension liability of $84,349, due to changes in accounting principles. Source: The University, 2014-2017Annual Financial Reports.
Overview of University Revenues Funding for the major activities of the University comes from a variety of sources including student tuition and fees, financial aid programs, federal and state appropriations, grants, private and government contracts, donor gifts, and investment earnings. Revenues are also generated through recovery of costs associated with federal grants and contract activities, which serve to offset related administrative and facilities costs at the University.
For the year ended June 30, 2017, the University had $713.7 million in operating revenue, and $161.0 million in nonoperating revenue. Operating revenues consisted of student tuition and fees ($381.4 million in fiscal year 2017), grants and contracts ($106.9 million), auxiliary enterprise revenues ($190.8 million) and educational department sales and services ($15.8 million) and other ($18.8 million). Nonoperating income consisted of appropriations ($66.5 million, in fiscal year 2017), financial aid grants ($31.6 million), investment activity ($16.2 million), interest expense of ($24.3 million), and other nonoperating items $71.1 million. Capital additions included $2.0 million in debt service appropriations and $76.1 million of capital grants and gifts.
General Revenues As described under the heading “SECURITY FOR THE BONDS—General Revenues,” General Revenues include legally available revenue of the University defined as follows: all tuition, fees, charges, rents, revenues, receipts, and other income of the University if and to the extent such funds are not restricted in their use by law, regulation, or contract. Student tuition and fees comprise the largest component of General Revenues, followed by auxiliary enterprise revenues. Certain University revenues are restricted by law, regulation or contract and are therefore excluded from General Revenues. Moneys received by the University from taxes collected by the State (e.g. most State appropriations) are excluded from General Revenues by statute, as are amounts required to be transferred or paid to the State Treasurer for University-Paid State Bonds. Restricted gift and grant revenues are also excluded from General Revenues.
Student Tuition and Fees. As noted above, student tuition and fees represent the largest component of General Revenues. The University received $381.4 million in student tuition and fees in fiscal year 2017. Student tuition and fees increased $2.9 million, or 0.77%, in 2017 compared to 2016.
A-7 The University’s undergraduate tuition and fees for the past five years were as follows:
Tuition and Fees – Full Academic Year 2017 2016 2015 2014 2013 Resident $9,495 $8,910 $8,505 $8,190 $8,220 Non-Resident 32,535 31,590 30,240 29,160 28,305 Room and Board 11,450 11,583 11,430 11,097 10,774 Other annual Fees and Charges 2,076 1,852 1,784 1,728 1,483
Source: The University.
A low level of State financial support, combined with rising expenses, particularly labor costs, has put increasing pressure on the University to raise tuition, particularly for non-residents. State funding to the University has increased over the last few years; however, it is still significantly lower than the level of State contributions prior to the last recession.
ORS 352.102 grants the University governing authority with respect to student tuition and fees. The governing board of each public university is vested with broad powers and specific duties and rights, including establishing a process for determining tuition and enrollment fees, and the collection, management and expenditure of revenues derived from tuition and enrollment fees. However, any increase in total tuition and mandatory enrollment fees for resident undergraduate students at a public university may not exceed five percent annually unless the governing board of the university receives approval from the HECC or the Legislative Assembly.
The Board approved a $13-per-credit-hour increase (6.56%) in undergraduate tuition for in-state students at its July 2017 meeting and a $21-per-credit-hour increase (3.0%) in undergraduate tuition for out-of-state students at its March 2017 meeting. Consistent with University practice, the University will set aside 10% of the increased revenues to provide additional financial aid.
Auxiliary Enterprises Revenues. Auxiliary enterprises revenue is the second largest component of General Revenues. Auxiliary operations include revenues of the University’s housing and food services, parking services, sports programs, and other auxiliary enterprises. The University received $190.8 million in auxiliary enterprise revenues in fiscal year 2017. Auxiliary enterprise revenues increased $15.8 million, or 9.01%, in fiscal year 2017 compared to the prior year.
Grant and Contract Revenues. The unrestricted portion of the University’s grant and contract revenues are included in General Revenues; restricted portions are excluded. Indirect cost recovery funds are paid to the University by the granting agencies as reimbursement for indirect support provided to the grants and contracts.
Total grant and contract revenue increased in fiscal year 2017, but the mix among sources changed. Federal grant and contract revenues decreased by $6.1 million or 6.57% from 2016 to 2017. State grant activity also decreased from $4.0 million 2016 to $2.7 million 2017. Nongovernmental grant activity increased from $5.9 million to $17.6 million. A table showing historical grant and contract revenues, as well as amounts received as facilities and administrative indirect cost recovery is provided on the following page.
A-8 Grants and Contracts For the Fiscal Years Ending June 30 (000’s) 2017 2016 2015 2014 2013 Federal $86,575 $92,664 $93,846 $95,089 $95,157 State and Local 2,748 3,951 3,816 2,110 1,821 Nongovernmental 17,590 5,929 5,897 6,840 7,909 Subtotal Grants and Contracts $106,913 $102,544 $103,559 $104,039 $104,887 Indirect Cost Recovery 21,956 20,494 20,498 20,693 19,163 Total $128,869 $123,038 $124,057 $124,732 $124,050
Source: The University.
University Budget Each spring, all units at the University put together budgets for the following year that either allocate distributed funds or balance projected revenue and expenses. Many large units use multi-year financial projections to plan their budgets. On an institutional level, the University uses several budgeting processes to allocate funds. Currently, distributions to the Schools and Colleges are based upon a Responsibility Center Management model that distributes funds based on activity levels related to student credit hours, degrees, and majors of undergraduate students. Graduate tuition is allocated based on the program of study of each student. Next year, the institution will be moving to an academic budget model that provides the Provost’s office, with appropriate input from the academic deans and the faculty, greater strategic control over academic investments. On the administrative side, the annual budget process generally includes meetings with each vice president and analysis of historical revenue and expense data. A Budget Advisory Group comprised of faculty, students and staff reviews annual proposals for new funding and makes recommendations to the President and Provost. After receiving feedback on the advisory group recommendations from senior leadership, the President and Provost make the final budget decisions. Over the past several years, the institution has implemented spending cuts (over $6 million in Fiscal Year 2017 and $4.5 million in Fiscal Year 2018) in order to balance the budget and provide funds for strategic reinvestment.
For the last several years, the University has budgeted at a central level for certain institutional expenses related to the General Fund of the University. These include: (1) strategic initiative funds for new investment (allocated through the Budget Advisory Group process), (2) funds for new Clusters of Excellence faculty hiring, (3) classified and unclassified salary increases, and (4) benefits increases (retirement/health). For each of these areas, funds are set aside that can be allocated to departments to cover expected costs. Due to labor contracts, annual benefit cost pressures, and annual tuition cycles, multi-year estimates often involve scenario analysis.
With respect to capital budgeting, the University evaluates funding options for potential projects for auxiliary and student needs. Historically, the University has requested capital appropriations from the State for academic buildings but the State generally (with certain exceptions such as for some XI-Q and deferred maintenance funds) limits its contribution to 50% of the total cost of such capital projects. The University funds the remaining 50% through fundraising or other means.
University Expenditures The University’s operating expenses increased in fiscal year 2017, by 1.13% over fiscal year 2016, to $920.9 million. See APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
University Capital Assets; Capital Projects At June 30, 2017, the University had $2.23 billion in capital assets, less accumulated depreciation of $753.3 million, for net capital assets of $1.48 billion. During fiscal year 2017, $163.9 million in construction projects were completed and placed into service, compared to $43.8 million in 2016.
A-9 Future Debt The University expects to issue debt from time to time, and may establish an operating line or revolving facility, but has no current plans to issue long-term debt in addition to the 2018 Bonds within the next 12 months. The University currently has no interest rate swaps and no variable rate debt. The Legislature has approved the issuance of State-Paid Bonds to provide $50 million to the University for the Campus for Accelerating Scientific Impact. Debt service will be paid by the State. The University will be required to contribute $50 million in matching funds, which will come from donated gift funds.
Relationship with the State As a public university with a governing board, the University was established as an entity separate from the State and OUS. The University prepares separate financial statements and may be treated as a component unit of the State for certain financial reporting purposes. ORS 352.089 sets forth a process by which the University may request State appropriations, as described below.
State Funding; HECC Coordination. State appropriations (to the extent that appropriations consist of taxes collected by the State) are excluded from the University’s General Revenues. The State has reduced its relative support for higher education over the last three decades, leading the University to become increasingly self- sustaining through tuition and fee revenues, auxiliary enterprise revenue, revenue from sponsored research and commercialization, and philanthropic support.
The University submits requests for State appropriations through HECC. The HECC is responsible for submitting a comprehensive biennial funding request to the Governor for all public post-secondary institutions, which includes the University. The HECC is also responsible for allocating and distributing the appropriations that the Legislative Assembly makes to Oregon’s public institutions of higher education.
Pursuant to ORS 352.089 each public university must submit its biennial funding request to the office designated by HECC, which is to coordinate the requests and submit to HECC a consolidated funding request that HECC submits to the Governor on behalf of all public universities. ORS 352.089(4) provides that a funding request submitted by a public university and appropriations from the Legislative Assembly to a public university may include: funding for education and general operations, statewide public services, state-funded debt service, capital improvements, deferred maintenance, special initiatives and investments; provided, however, that any moneys appropriated to pay debt service for State bonds must be held by the State Treasurer pursuant to an agreement entered into by the State Treasurer and a university with a governing board under ORS 352.135(2) (the Debt Management Agreement).
University Foundation The University of Oregon Foundation (“UOF”) is a nonprofit corporation that has been supporting the University since 1922. The UOF is a separate entity from the University. UOF funds are not included in General Revenues and UOF is not obligated with respect to the Bonds.
UOF is responsible for the management, investment, and dispersal each year of private gifts to the University to help fund student scholarships, faculty support, academic programs, and building improvements according to each gift’s specific donor intent. Governed by UOF’s board of trustees, UOF manages these assets with the goal of providing stable financial support to the University today while maintaining the purchasing power for future generations. As of June 30, 2017, the annualized returns of UOF endowment were 9.7% (one year), 6.4% (three years), 9.6% (five years), and 5.5% (10 years).
Endowed gifts to UOF are placed in the Willamette Investment Pool (“WIP”). As of June 30, 2017, the WIP was valued at approximately $882 million. As of June 30, 2017, UOF distributions by purpose were as follows: 52% for facilities and equipment, 15% for student scholarships, 20% for faculty and research, and 14% for other university advancement and student support.
Gifts and Fundraising; the $2 Billion Fundraising Campaign The University is currently engaged in a comprehensive and multi-faceted $2 billion fundraising campaign. It is expected to support graduate and undergraduate students and fund scholarships, faculty fellowships and chairs,
A-10 expand programs and research, and provide for capital construction. A $500 million gift from Phil and Penny Knight launched the Knight Campus for Accelerating Scientific Impact and, with that gift, the University has more than $1.7 billion in hand or pledged from almost 88,000 donors towards achieving the campaign goal.
Treasury Management The Board adopted its Treasury Management Policy on June 12, 2014, which provides that assets and liabilities are to be managed in concert to further the mission of the University. The Treasury Management Policy provides that risks are analyzed and managed within the context of the asset and liability portfolios using a central bank framework. The University’s Cash and Investment Pool is managed by tier. The Tier 1 portfolio is used to meet the expected day-to-day obligations of the University including payroll, routine obligations, and debt service as due. The Tier 2 portfolio is used to hold funds that, while not needed to meet immediate obligations, could be readily accessed for additional liquidity. The Tier 3 portfolio holds funds that are invested for an indefinite period of time much like a quasi-endowment for the general benefit of the University.
Under the policy, new liabilities exceeding $5 million must be approved by the Board, and a report is to be made to the Board annually that contains both quantitative and qualitative information. The Board also receives quarterly updates on treasury-related activities.
PENSION AND RETIREMENT BENEFITS State-Operated Retirement Plans The University offers various retirement plans to qualified employees as described below.
Oregon Public Employees Retirement System. The University is one of many participants in the statewide Oregon Public Employees’ Retirement System (“PERS” or “System”). The Public Employees Retirement Board (the “Retirement Board”) administers PERS and is responsible for setting policies and for providing administrative direction to PERS as required by Chapters 238 and 238A of the ORS. The three PERS pension programs are composed of two defined benefit programs and one program that is similar to a defined contribution plan.
Employees hired before January 1, 1996 are known as “Tier 1” participants. The retirement benefits applicable to Tier 1 participants are based primarily on a defined benefit model. Employees hired on or after January 1, 1996 and before August 29, 2003 are known as “Tier 2” participants. The Tier 2 program also provides a defined benefit but with lower expected costs to employers than under the Tier 1 benefit. Employees hired on or after August 29, 2003 are participants in a successor retirement program to the Tier 1 and Tier 2 retirement programs (the “T1/T2 Pension Programs”) known as Oregon Public Service Retirement Plan (“OPSRP”). OPSRP’s defined benefit component is part of the single cost-sharing defined benefit plan administered by PERS. See Note 11 in APPENDIX C— UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
Oregon statutes require an actuarial valuation of PERS by a competent actuary at least once every two years. Under the State’s current practice, actuarial valuations are performed annually, but only valuations as of the end of each odd-numbered year are used to determine annual required employer contribution rates. Valuations are released approximately one year after the valuation date. The current PERS actuary is Milliman, Inc. (“Milliman”).
For purposes of participation in PERS, University employees are considered employees of the State. In connection with the Tier 1/Tier 2 Pension Programs, the State is pooled with certain local governments and community college districts (the “State and Local Government Rate Pool” or “SLGRP”). Because OPSRP’s assets and liabilities are pooled on a program-wide basis, the State is pooled with all Oregon local governments in connection with OPSRP. Milliman released the State’s individual valuation report as of December 31, 2014 (the “2014 State Report”) on November 12, 2015, the State’s individual valuation report as of December 31, 2015 (the “2015 State Report”) on September 27, 2016, and the State’s individual valuation report as of December 31, 2016 (the “2016 State Report”) in December 2017. December 31, 2016 results are advisory in nature and are used by the PERS Board to indicate what 2019 – 2021 contribution rates would be, if set based on the advisory valuation, and to assess program funded status and unfunded actuarial liability.
A-11 The following table provides the summary information regarding the System’s, and the State’s portion of, the market value of assets and actuarial value of liabilities, Unfunded Actuarial Liabilities (UALs), and funded ratios of PERS pension plans for the past 10 years.
SUMMARY OF SYSTEM AND STATE FUNDING LEVELS ($ In Millions) SYSTEM(1) STATE Market Actuarial Unfunded Market Actuarial Unfunded Calendar Value of Value of Actuarial Funded Value of Value of Actuarial Funded (2) (3) Year Assets Liability Liability Ratio Assets Liability Liability Ratio 2016 $61,059.0 $80,970.3 $19,911.3 75.4% $16,696.4 $21,995.0 $5,298.6 75.9% 2015 60,000.1 76,196.6 16,196.5 78.7 16,497.3 20,845.5 4,348.2 79.0 2014(4) 61,395.1 73,458.9 12,063.8 83.6 16,889.9 19,978.2 3,088.2 84.5 2013(5) 60,014.1 62,593.6 2,579.5 95.9 16,212.3 16,699.9 487.6 97.1 2012() 54,784.1 60,405.2 5,621.1 90.7 14,532.1 15,713.6 1,181.5 92.5 2011 50,168.2 61,198.4 11,030.2 82.0 13,208.2 15,660.0 2,451.8 84.3 2010 51,583.6 59,329.5 7,745.9 86.9 13,529.8 15,116.4 1,586.5 89.5 2009 48,729.2 56,810.6 8,081.4 85.8 13,014.7 14,771.7 1,757.0 88.1 2008 43,520.6 54,259.5 10,738.9 80.2 11,600.1 14,036.0 2,435.9 82.6 2007 59,327.8 52,871.2 (6,456.6) 112.2 15,769.3 13,611.1 (2,158.2) 115.9 ______(1) System funding levels composed of Tier 1 and Tier 2 and OPSRP pensions but excluding retiree healthcare subsidies. (2) Includes proceeds of pension bonds issued by Oregon local governments and the State. (3) Includes State pension bonds proceeds. (4) Reflects the Oregon Supreme Court decision discussed below. (5) Reflects the 2013 legislative changes described below, showing savings that were anticipated, but will not be realized because of the 2015 PERS Ruling discussed below. Source: The State; PERS.
The funded status of the System and the State as reported by Milliman will change over time depending on a variety of factors, including the market performance of the securities in which the Oregon Public Employees Retirement Fund is invested, future changes in compensation and benefits of covered employees, demographic characteristics of members, methodologies and assumptions used by the actuary in estimating the assets and liabilities of PERS, and other actions taken by the Retirement Board and the Legislative Assembly.
In 2013, the Legislative Assembly enacted legislation (the “2013 PERS Bills”) that was expected to: reduce the amount of future benefit payments from the System and reduce the unfunded actuarial liability of the System by approximately $5 billion. Lawsuits were filed challenging provisions of the 2013 PERS Bills. In April 2015, the Oregon Supreme Court announced a decision (the “2015 PERS Ruling”) that upheld the elimination of a benefit increase for out-of-state retirees but declared other benefit reductions unconstitutional as applied to benefits earned prior to the June 1, 2013 effective date of the 2013 PERS Bills.
As reported by the Office of the State Treasurer, actual investment returns for the Oregon Public Employees Retirement Fund (“OPERF”) for calendar year 2016 were 6.9%, below the 7.5% assumed earnings rate. At its July 28, 2017 meeting, the PERS Board made a number of changes to the actuarial assumptions and methods, including lowered the assumed earnings rate of the investment fund to 7.2%
The PERS Board has issued advisory 2019-2021 contribution rates based on actuarial valuations of the System as of December 31, 2016 (the “2016 System Valuation”). The Advisory Net Employer Contribution Rate for 2019-2021 for State agencies is 23.83% for Tier 1/Tier 2 payroll and 16.25% for OPSRP general services payroll. These advisory rates would represent an increase in rates compared to the Net Employer Contribution Rates for State agencies for 2017-2019 of 18.67% and 10.78%, respectively. The PERS Board indicates that it expects to issue the System-wide actuarial valuation results as of December 31, 2017 at its July 2018 meeting, and expects to disclose and adopt employer-specific 2019-2021 contribution rates in September 2018. Based on the 2016 System Valuation summary valuation, rates are expected to increase.
A-12 PERS issues a separate, publicly available financial report that contains audited financial statements and required supplementary information. The report includes 10-year historical trend information showing the progress made in accumulating sufficient assets to pay benefits when due. That report may be obtained by writing to Fiscal Services Division, PERS, 11410 SW 68th Parkway, Tigard, OR 97223, or by linking to:
*.
Summary of Pension Payments. The University’s total payroll for the year ended June 30, 2017 was $390.6 million of which $303.7 million was subject to retirement contributions. The following schedule lists pension payments made by the University for fiscal year ending June 30, 2017. These contributions exclude the assessment for the State’s pension obligation bonds.
June 30, 2017 (000’s) As a % of Employer As a % of Employee Covered Contribution Covered Payroll Contribution Payroll PERS/OPSRP $19,886 10.73% $12,750 4.20% ORP 12,290 4.05 5,450 1.79 TIAA-CREF 45 0.01 45 0.01 Total $32,221 14.80% $18,245 6.01%
Source: The University.
GASB 68/71. As described in Note 11 in APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT, implementing Governmental Accounting Standards Board Statement No. 68 (“GASB 68”) and No. 71 (“GASB 71”), at June 30, 2017, the University reported a liability of $286.2 million for its proportionate share of the net pension liability and a pension expense of $60.9 million. The University’s net pension liability was measured as of June 30, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2014 and rolled forward to June 30, 2016. The University’s proportion of the net pension liability was based on its projected long-term contribution effort as compared to the total projected long-term contribution effort of all employers. At June 30, 2017, the University’s proportion was 1.91%. See “Required Supplementary Information for the Year Ended June 30, 2017” at Appendix C.
OPSRP Individual Account Program (“IAP”) and Oregon Growth Savings Plan. Participants in PERS’ defined benefit pension plans also participate in the IAP defined contribution plan. The University has chosen to pay the employees’ contributions to the plan. Six percent of covered payroll is paid for general service and police and fire employees. See Note 11 in APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT. University employees may also participate in the Oregon Savings Growth 457 Plan, a deferred compensation account managed by PERS.
Joint University Retirement Plans
Oregon Public Universities Optional Retirement Plan. The State Legislature has authorized the public universities to jointly offer administrative and faculty employees a defined contribution retirement plan as an optional alternative to PERS. The University, through its Retirement Plans Management office and Board-appointed Retirement Plans Committee, operates the Oregon Public Universities Optional Retirement Plan (“ORP”) on behalf of all the public
* This website is not incorporated by reference.
A-13 universities. Board-appointed trustees maintain any employee-contributed assets. Employees choosing the ORP may invest the employee and employer contributions in one or multiple investment companies. See Note 11 in APPENDIX C – UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
Oregon Public Universities Tax-Deferred Investment 403(b) Plan. The State Legislature has authorized the public universities to jointly offer employees a defined contribution retirement plan as an optional supplement to either PERS or ORP retirement benefits. The University, through its Retirement Plans Management office and Board- appointed Retirement Plans Committee, operates the Oregon Public Universities Tax-Deferred Investment 403(b) Plan (“TDI”) on behalf of all the public universities. The TDI only maintains voluntary employee elective contributions, and does not maintain any employer contributions from the public universities. Employees participating in the TDI may invest their contributions with one or multiple investment companies. See Note 11 in APPENDIX C – UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
Oregon Public Universities Supplemental Retirement Plan (“SRP”). The University previously maintained the SRP, a cash balance defined benefit plan qualified under Section 401(a) of the Tax Code, as a supplemental retirement benefit available to any president of the State’s public universities, if their institution chose to fund it. With the support of the public universities, the Board terminated the SRP effective September 8, 2017 with final distributions made to the remaining participants.
University Retirement Plan
University of Oregon Supplemental Retirement Plan (“UO SRP”) and Qualified Governmental Excess Benefit Arrangement (“EBA”). The University operates the UO SRP, a Section 403(b)-qualified retirement plan, as an additional retirement benefit supplement for a small group of employees. The UO SRP is paired with the EBA, authorized under Section 415(m) of the Tax Code, which is an unfunded deferred compensation arrangement that provides additional post-retirement benefits in excess of the annual contribution limitations imposed on PERS, the ORP, the TDI, and the UO SRP. See Note 8 in APPENDIX C – UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
Other Post-Employment Benefits Plan Description. The University participates in a defined benefit post-employment healthcare plan, administered by the Public Employees Benefit Board (“PEBB”), which offers medical, dental and vision benefits to eligible retired State employees and their beneficiaries. The PEBB plan is an agent multiple-employer postemployment healthcare plan. Chapter 243 of the ORS assigns PEBB the authority to establish and amend the benefit provisions of the PEBB plan. As the administrator of the PEBB plan, PEBB has the authority to determine postretirement benefit increases and decreases. PEBB does not issue a separate, publicly available financial report.
Funding Policy. The PEBB plan allows the University employees retiring under PERS or OPSRP to continue their healthcare on a self-pay basis until eligible for Medicare, usually at age 65. This plan creates an “implicit rate subsidy” because the healthcare insurance premiums paid by the University for its employees is based on a blended premium of both employees and retirees combined, which is a higher premium than would have been paid for employees alone.
The University’s current policy is to pay the implicit rate subsidy on a pay-as-you-go basis. For fiscal years 2017 and 2016, the University paid healthcare insurance premiums of $74.5 million and $72.4 million, respectively. The portion of the insurance premiums attributable to the implicit rate subsidy was estimated to be $0.5 million and $0.4 million for the fiscal years ended 2017 and 2016, respectively.
Annual OPEB Cost and Net OPEB Obligation. The University’s annual OPEB expense is calculated based on the University’s annual required contribution (“ARC”), an amount actuarially determined in accordance with the parameters of GASB statement No. 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and to amortize any UAL over a period not to exceed 30 years. See Note 12 in APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
A-14 The following table shows the components of the University’s annual OPEB expense for the year, the amount actually contributed to the plan, and changes in the University’s net OPEB obligation:
June 30 (000’s) 2017 2016 Annual Required Contribution $7,189 $7,206 Interest on Net OPEB Obligation 231 264 Adjustment to Annual Required Contribution (6,827) (7,798) Prior Year Adjustment -- 12 Annual OPEB Cost 593 (316) Contributions Made (377) (438) Increase in Net OPEB Obligation 216 (754) Net OPEB Obligation – Beginning of Year 6,256 7,010 Net OPEB Obligation – End of Year $6,472 $6,256
Source: The University.
The funded status of the University’s OPEB plan for June 30, 2017 and 2016 were as follows:
June 30 (000’s) 2017 2016 Actuarial Accrued Liabilities $6,447 $6,616 Actuarial Value of Plan Assets -- -- Unfunded Actuarial Accrued Liability $6,447 $6,616
Funded Ratio 0.00% 0.00% Covered Payroll (active plan members) 303,658 302,093 Unfunded Actuarial Accrued Liability as a 2.12% 2.19% Percentage of Covered Payroll
Source: The University.
Actuarial valuations, prepared biennially, involve estimates of the value of reported amounts and assumptions about the probability of events in the future. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. See Note 12 in APPENDIX C—UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT.
A-15 June 30 2017 2016 Actuarial Valuation Date 7/1/2015 7/1/2015 Actuarial Cost Method Entry Age Normal Entry Age Normal Amortization Method Level Dollar Level Dollar Amortization Period 1 Year (open) 1 Year (open) Investment Rate of Return 3.5% 3.5% Projected Salary Increases 3.5% 3.5% Initial Healthcare Inflation Rates 5.1% (medical) 5.1% (medical) 2.3% (dental) 2.3% (dental) Ultimate Healthcare Inflation Rates 5.0% (medical) 5.0% (medical) 5.0% (dental) 5.0% (dental)
Source: The University.
OTHER UNIVERSITY INFORMATION Risk Management Effective July 1, 2015, the University implemented its first independent insurance portfolio as it withdrew from the Public University Risk Management and Insurance Trust (“PURMIT”) for insurance coverages. The following coverages were secured: general liability, excess liability, licensed professional liability, and educators’ legal liability, fiduciary, crime, cyber and multimedia, nonowned aircraft, workers’ compensation and employer’s liability, foreign liability, fine art, intercollegiate athletes, international travel, and allied health, day care, cheerleading, property (as of October 15, 2016), and camps and clinics.
The University has established a risk insurance portfolio to manage costs within the respective policy deductibles. The insurance renewal process focused on broadening coverage and reducing portfolio costs, and continuing to monitor campus activities for potential gaps in coverage. The Enterprise Risk Services unit works with campus partners to increase risk awareness and safety and reduce injuries and losses. The independent program has allowed direct relationships with the broker and carriers to facilitate access to resources. Claims are managed by the Office of Risk Management and the General Counsel’s Office, using outside counsel as necessary. The University’s workers’ compensation losses have been trending down since fiscal year 2013.
A-16
APPENDIX B
COPY OF THE RESOLUTION AND FORM OF THE DECLARATION
(SEE ATTACHED)
[THIS PAGE INTENTIONALLY LEFT BLANK] Board of Trustees of the University of Oregon
Seconded Motion: Authorization of 2018 General Revenue Bonds
WHEREAS, ORS 352.087(1)(b) authorizes the University of Oregon (the “University”) to borrow money for the needs of the University in such amounts, at such times, and upon such terms as may be determined by the University acting through its Board of Trustees (the “Board”);
WHEREAS, ORS 352.408(1) authorizes the University to issue revenue bonds for any lawful purpose of the University in accordance with ORS chapter 287A, and to issue refunding bonds under ORS 287A.360 to ORS 287A.380 of the same character and tenor as the revenue bonds replaced;
WHEREAS, Section 3.1 of the University Treasury Management Policy provides that the University may use debt or other financing agreements to meet its strategic objectives and, pursuant to Section 3.2 of the Treasury Management Policy, the Board, or its designated Committee, must authorize debt transactions, financing agreements, hedging instruments, and other derivatives when the par or notional amount is greater than $5,000,000;
WHEREAS, Section 3.4.2 of the University Treasury Management Policy authorizes the Treasurer to enter into financing transactions for the purpose of mitigating the risk of existing obligations and/or reducing the overall cost of debt;
WHEREAS, the University now desires to authorize the issuance of one or more series of general revenue bonds in an aggregate principal amount not to exceed $60,000,000;
WHEREAS, ORS 352.087(1)(t) authorizes the University to delegate any and all powers and duties, subject to the limitations expressly set forth in law;
WHEREAS, the Board has considered the impact of the general revenue bonds authorized by this resolution on the University’s ability to achieve its mission and strategic objectives, the cost of issuing and paying the bonds, and how the bonds will affect the University’s ability to meet its existing obligations, and has determined that it is in the best interests of the University to approve the issuance of the bonds as set forth in this resolution, and to delegate the powers of the Board related to the bonds to the Treasurer of the University, and her designee, to approve the sale of the bonds and certain terms of the bonds; and,
WHEREAS, the Finance and Facilities Committee has referred this matter to the full Board of Trustees as a seconded motion, recommending adoption;
NOW, THEREFORE, the Board of Trustees hereby adopts the following:
1. Appointment of Authorized Representative. The Board hereby authorizes the Treasurer of the University, and her designee, each acting individually and on behalf of the University and not in his or her personal capacity (the “Authorized Representative”), to act as the authorized representative for and on behalf of the University in connection with the issuance and sale of general revenue bonds (the “New Money Revenue Bonds”) and general revenue refunding bonds (the “Refunding Revenue
Board of Trustees Seconded Motion: 2018 Issuance of General Revenue Bonds September 8, 2017 Page 1 Bonds” and, together with the New Money Revenue Bonds, the “Revenue Bonds”) to carry out the purposes and intent of this resolution. Subject to any limitations of this resolution, the signature of the Authorized Representative or his or her designee shall be sufficient to bind the University with respect to any Revenue Bonds, certificate, agreement or instrument related thereto, and shall be sufficient to evidence the Authorized Representative’s approval of the terms thereof.
2. New Money Revenue Bonds Authorized. The Board hereby authorizes the issuance of not more than Sixty Million Dollars ($60,000,000) in aggregate principal amount of New Money Revenue Bonds under ORS 352.087(1)(b) and/or ORS 352.408 for University purposes, to fund debt service reserves, if any, and to finance other costs related to issuing a series of New Money Revenue Bonds, including but not limited to capitalizing interest.
3. Special Obligations of the University. The Revenue Bonds shall be special obligations of the University that are payable solely from legally available revenues of the University that the University pledges to pay the Revenue Bonds.
4. Bond Sale Authorized. The Authorized Representative is hereby authorized, on behalf of the Board and without further action by the Board, to take any of the following actions that may be required if needed in connection with the issuance and sale of Revenue Bonds authorized herein:
(a) Issue the Revenue Bonds in one or more series and at different times; provided that any series of Revenue Bonds under this resolution shall be issued on or before June 30, 2018.
(b) Pledge all or any portion of the legally available revenues of the University to pay and secure the payment of the principal of and interest on each series of Revenue Bonds, and determine the lien status of each pledge.
(c) Apply the proceeds of any series of New Money Revenue Bonds to pay or reimburse costs of the University, to fund debt service reserves, if any, and to pay other costs related to issuing a series of Revenue Bonds, including but not limited to capitalizing interest.
(d) Determine whether to pay or refinance short‐term or interim financing or to defease, refund or prepay University obligations including any or all of the payments to be made by the University in connection with bonds issued by the State of Oregon for the benefit of the University.
(e) Apply the proceeds of any series of Refunding Revenue Bonds to pay or refinance short‐term or interim financing, to defease, refund or prepay University obligations including any or all of the payments to be made by the University in connection with bonds issued by the State of Oregon for the benefit of the University, to pay costs of issuance, and to pay defeasance, prepayment and refunding costs.
Board of Trustees Seconded Motion: 2018 Issuance of General Revenue Bonds September 8, 2017 Page 2 (f) Participate in the preparation of, authorize the distribution of, and deem final the preliminary and final official statements and any other disclosure documents for any series of Revenue Bonds.
(g) Establish the final principal amount, maturity schedule, interest payment dates, interest rates, denominations and all other terms for each series of Revenue Bonds; provided, that the true interest cost of any New Money Revenue Bonds shall not exceed eight percent per annum, and the final maturity date for any New Money Revenue Bond shall be on or before October 1, 2048.
(h) Select one or more underwriters or lenders and negotiate the sale of that series of Revenue Bonds to those underwriters or lenders, and execute and deliver one or more bond purchase agreements.
(i) Undertake to provide continuing disclosure for any series of Revenue Bonds in accordance with Rule 15c2‐12 of the United States Securities and Exchange Commission.
(j) Apply for rating(s) for any series of Revenue Bonds.
(k) Draft and approve the terms of, and execute and deliver, one or more bond declarations which pledge all or a portion of the legally available revenues of the University to particular series of Revenue Bonds, make covenants for the benefit of owners of the Revenue Bonds, describe the terms of the Revenue Bonds that are issued under that bond declaration, and describe the terms under which future obligations may be issued on a parity with those Revenue Bonds.
(l) Appoint and enter into agreements with paying agents, escrow agents, bond trustees, verification agents, and other professionals and service providers.
(m) Issue any series of Revenue Bonds as taxable bonds, including taxable bonds that are eligible for federal interest subsidies or tax credits.
(n) Issue any series of Revenue Bonds as governmental and/or 501(c)(3) tax‐ exempt bonds, hold public hearings, take actions and enter into covenants to maintain the tax status of that series of Revenue Bonds under the Internal Revenue Code of 1986, as amended (the "Code").
(o) Provide for the Revenue Bonds to be held in certificated or uncertificated form.
(p) Execute and deliver any agreements or certificates and take any other action in connection with the Revenue Bonds that an Authorized Representative finds will be advantageous to sell and issue the Revenue Bonds and carry out this resolution.
5. Ratification and Approval of Actions. The Board hereby ratifies and approves all prior actions taken on behalf of the Board or University related to such Revenue Bonds. The Board hereby authorizes, empowers, and directs the Authorized
Board of Trustees Seconded Motion: 2018 Issuance of General Revenue Bonds September 8, 2017 Page 3 Representative to take further actions as may be necessary or desirable related to such Revenue Bonds, including, without limitation, the execution and delivery of agreements necessary or desirable to carry out such actions or arrangements, and to take such other actions as are necessary or desirable for the purposes and intent of this resolution. Notwithstanding the above, the Treasurer shall obtain approval from the chair of the Board and the chair of the Finance and Facilities Committee prior to executing final agreements necessary to issue such Revenue Bonds.
6. Effective Date. This resolution shall take effect immediately upon adoption by the Board.
VOTE: Voice Vote Recorded – Ayes carried (no dissention)
DATE: September 8, 2017
Recorded by the University Secretary:
Board of Trustees Seconded Motion: 2018 Issuance of General Revenue Bonds September 8, 2017 Page 4
BOND DECLARATION
UNIVERSITY OF OREGON GENERAL REVENUE BONDS, 2018A
EXECUTED BY THE TREASURER OF THE UNIVERSITY OF OREGON AS OF THIS ___ DAY OF JANUARY, 2018
TABLE OF CONTENTS*
Page
Section 1. Findings ...... 1 Section 2. Definitions and Interpretation of Terms ...... 1 Section 3. Authorization of 2018 Bonds and Description of 2018 Bonds ...... 5 Section 4. Registration, Transfer and Payment of 2018 Bonds ...... 5 Section 5. Redemption and Purchase ...... 8 Section 6. Form of the 2018 Bonds ...... 10 Section 7. Execution of the 2018 Bonds ...... 10 Section 8. Disposition of 2018 Bond Proceeds ...... 10 Section 9. Tax Covenants ...... 11 Section 10. Bond Fund ...... 12 Section 11. Sources of Security ...... 12 Section 12. Covenants of the University ...... 13 Section 13. Defeasance ...... 13
Exhibit A: 2018 Bond Form
* This Table of Contents is provided for reference only and does not constitute a part of this Declaration for which it is provided. BOND DECLARATION
UNIVERSITY OF OREGON GENERAL REVENUE BONDS, 2018A
This Bond Declaration (this “Declaration”) is executed as of January __, 2018 by the Treasurer of the University of Oregon (the “University”) pursuant to authority granted to the Treasurer, as the Authorized Representative of the University, by Resolution adopted by the Board of Trustees of the University (the “Board”) on September 8, 2017 (the “Authorizing Resolution”) to establish the terms under which the University’s General Revenue Bonds, 2018A and future general revenue bonds may be issued.
Section 1. Findings.
(a) The Board adopted the Authorizing Resolution authorizing the University to issue up to $60,000,000 in aggregate principal amount of revenue bonds under ORS 352.087(1)(b) and ORS 352.408(1) for University purposes and to finance other costs related to issuing a series of such bonds, including but not limited to capitalizing interest.
(b) Section 4(k) of the Authorizing Resolution authorized the Treasurer of the University, as the Authorized Representative, to draft and approve the terms of, and execute and deliver, one or more bond declarations that pledge all or a portion of the legally available revenues of the University to particular series of revenue bonds, make covenants for the benefit of owners of the revenue bonds, describe the terms of the revenue bonds that are issued under that bond declaration, and describe the terms under which future obligations may be issued on a parity with those revenue bonds.
(c) This Declaration is executed pursuant to the Authorizing Resolution, describes the terms under which the University’s General Revenue Bonds, 2018A are issued, and describes the terms under which future general revenue obligations may be issued.
Section 2. Definitions and Interpretation of Terms. Terms not otherwise defined herein shall have the meanings set forth in the Authorizing Resolution. As used in this Declaration, the following words shall have the following meanings, unless a different meaning clearly appears from the context:
2015 Bonds means the University of Oregon General Revenue Bonds, 2015A, issued on April 1, 2015, pursuant to a resolution of the Board adopted on December 11, 2014.
2016 Bonds means the University of Oregon General Revenue Bonds, 2016A, issued on May 19, 2016, pursuant to a resolution the Board adopted on March 4, 2016.
2018 Bonds means the University of Oregon General Revenue Bonds, 2018A, authorized to be issued pursuant to a resolution the Board adopted on September 8, 2017.
Additional Bonds means bonds, leases, interest rate swaps, and other contractual obligations issued by the University and secured by a pledge of General Revenues on a parity with the pledge securing the payment of the principal of and interest on the 2015 Bonds, the 2016 Bonds and the 2018 Bonds.
Authorized Denominations means $5,000 and integral multiples thereof within a maturity.
Authorized Representative means the Treasurer of the University, or her designee.
Authorizing Resolution means the Resolution adopted by the Board on September 8, 2017 authorizing the 2018 Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any 2018 Bonds (including persons holding 2018 Bonds through nominees, depositories or other intermediary).
Board means the Board of Trustees of the University.
Bond Act means, together, chapters 287A and 352 ORS, in each case as amended from time to time.
Bond Authorization means together the Authorizing Resolution and this Declaration.
Bond Fund means the special fund consisting of one or more funds or accounts pursuant to Section 10 hereof.
Bond Purchase Contract means the purchase contract relating to the 2018 Bonds between the University and the Underwriter.
Bond Register means the registration records for the 2018 Bonds maintained by the Bond Registrar.
Bond Registrar means, initially, U.S. Bank National Association, for the purposes of registering and authenticating the 2018 Bonds, maintaining the Bond Register, effecting transfer of ownership of the 2018 Bonds and paying interest on and principal of the 2018 Bonds.
Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the 2018 Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the 2018 Bonds, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code.
Commission means the Securities and Exchange Commission.
Continuing Disclosure Certificate means the certificate of the University undertaking entered into in connection with the 2018 Bonds to provide ongoing disclosure to assist the Underwriter in complying with the Rule.
Debt Management Agreement means the Restated and Amended Agreement for Debt Management among the University, the State, acting by and through the State Treasurer, the Higher Education Coordinating Commission, and Department of Administrative Services dated as of July 1, 2017, as it may be amended from time to time.
DTC means The Depository Trust Company of New York, as depository for the 2018 Bonds, or any successor or substitute depository for the 2018 Bonds.
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Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm's length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of Section 1273 of the Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the University and related parties do not own more than a 10% beneficial interest therein if the return paid by the fund is without regard to the source of the investment. To the extent required by the applicable regulations under the Code, the term “investment” will include a hedge.
Federal Tax Certificate means the certification of the University executed and delivered in connection with the issuance of the 2018 Bonds.
General Revenues means all tuition, fees, charges, rents, revenues, receipts, and other income (including interest and dividends) of the University, if and to the extent such funds are not restricted in their use by law, regulation, or contract. The following items are restricted by law, regulation, or contract and therefore are excluded:
(a) Moneys received by the University from taxes collected by the State;
(b) Gifts or grants, the purpose of which has been restricted in writing by the terms of a gift or grant, or by the donor or grantor; and
(c) Amounts required to be transferred to the State Treasurer for deposit for Revenue Payments (as defined in the Debt Management Agreement) next coming due, and without duplication, amounts required to be paid to the State Treasurer for Revenue Payments next coming due.
Unrestricted fund balances, to the extent that they were accumulated from tuition, fees, charges, rents, revenues, interest, dividends, receipts, and other income received as General Revenues, also would be available to pay obligations secured by General Revenues. Upon the addition or deletion of any income, revenues, or receipts from General Revenues pursuant to Section 11, this definition of General Revenues shall be deemed to be amended accordingly without further action by the University.
Government Obligations means direct obligations of the United States of America or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America and bank certificates of deposit secured by the obligations; and bonds, debentures, notes, certificates of participation or other obligations issued by a federal agency or other instrumentality of the federal government.
Letter of Representations means the Blanket Letter of Representations from the University to DTC.
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ORS means the Oregon Revised Statutes, as now in existence or hereafter amended, or any successor codification of the laws of the State.
Permitted Investments means any legally permissible investment for University funds, but only to the extent that the same are acquired at Fair Market Value.
Projects mean projects of the University as identified by the Authorized Representative from time to time.
Registered Owner means the person in whose name a 2018 Bond is registered on the Bond Register. For so long as the University utilizes the book-entry system for the 2018 Bonds, DTC shall be deemed to be the Registered Owner.
Rule means the Commission’s Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended from time to time.
State means the State of Oregon.
State Treasurer means the Treasurer of the State.
Treasurer means the Treasurer of the University or the successor to such officer.
Underwriter means Merrill Lynch, Pierce, Fenner & Smith Incorporated.
University means the University of Oregon, a public university of the State.
University-Paid State Bonds means the payments to be made by the University representing its share of debt service to be paid when due on bonds or other obligations issued by the State for the benefit of the University established by the schedule of outstanding state bonds prepared under ORS 352.415(3)
Interpretation. In this Declaration, unless the context otherwise requires:
(a) The terms “hereby,” “hereof,” “hereto,” “herein, “hereunder” and any similar terms, as used in this Declaration, refer to this Declaration as a whole and not to any particular article, section, subdivision or clause hereof, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this Declaration;
(b) Words of any gender shall mean and include correlative words of any other gender and words importing the singular number shall mean and include the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies, as well as natural persons;
(d) Any headings preceding the text of the several articles and sections of this Declaration, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Declaration, nor shall they affect its meaning, construction or effect; and
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(e) All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof.
Section 3. Authorization of 2018 Bonds and Description of 2018 Bonds. Pursuant to the Bond Authorization, the University is issuing its General Revenue Bonds, 2018A, on this date for the purpose of paying and/or reimbursing the University for all or a portion of the costs of the Projects and paying costs of issuing the 2018 Bonds. The 2018 Bonds have been issued and delivered to the Underwriter as provided in the Bond Purchase Contract
The 2018 Bonds are dated as of their date of delivery; are fully registered as to both principal and interest; are in Authorized Denominations, provided that no 2018 Bond shall represent more than one maturity; and have been numbered separately in such manner and with any additional designation as the Bond Registrar deems necessary for purposes of identification. The 2018 Bonds bear interest from their date until such interest has been paid or its payment duly provided for, payable each October 1 and April 1, commencing on April 1, 2018, at such rates and shall mature on April 1 in such years and amounts as are set forth below:
Years (April 1) Amount Interest Rate 2048
Section 4. Registration, Transfer and Payment of 2018 Bonds.
(a) Bond Registrar/Bond Register. The University shall cause a Bond Register to be maintained by the Bond Registrar. The University hereby appoints U.S. Bank National Association as the Bond Registrar for the 2018 Bonds. So long as any 2018 Bonds remain outstanding, the Bond Registrar shall make all necessary provisions to permit the exchange or registration or transfer of 2018 Bonds at its principal corporate trust office. The Bond Registrar may be removed at any time at the option of the Authorized Representative upon prior notice to the Bond Registrar and a successor Bond Registrar appointed by the Authorized Representative. No resignation or removal of the Bond Registrar shall be effective until a successor shall have been appointed and until the successor Bond Registrar shall have accepted the duties of the Bond Registrar hereunder. The Bond Registrar is authorized and directed, on behalf of the University, to authenticate and deliver 2018 Bonds transferred or exchanged in accordance with the provisions of such 2018 Bonds and this Declaration and to carry out all of the Bond Registrar’s powers and duties under this Declaration. The Bond Registrar shall be responsible for its representations contained in the Certificate of Authentication of the 2018 Bonds.
(b) Registered Ownership. The University and the Bond Registrar, each in its discretion, may deem and treat the Registered Owner of each 2018 Bond as the absolute owner thereof for all purposes (except as provided in the Continuing Disclosure Certificate), and neither the University nor the Bond Registrar shall be affected by any notice to the contrary. Payment of any such 2018 Bond shall be made only as described in Section 4(g) hereof, but such 2018 Bond may be transferred as herein provided. All such payments made as described in Section 4(g) shall be valid and shall satisfy and discharge the liability of the University upon such 2018 Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letters of Representations. The 2018 Bonds initially shall be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the 2018 Bonds as eligible
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for deposit at DTC, the University has executed and delivered to DTC a Blanket Issuer Letter of Representations. Neither the University nor the Bond Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees (or any successor depository) with respect to the 2018 Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC participant, the payment by DTC (or any successor depository) or any DTC participant of any amount in respect of the principal of or interest on 2018 Bonds, any notice which is permitted or required to be given to Registered Owners under this Declaration (except such notices as shall be required to be given by the University to the Bond Registrar or to DTC (or any successor depository)), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any 2018 Bonds are held in fully-immobilized form hereunder, DTC, its nominee or its successor depository shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or any successor depository) or its nominee and shall not mean the owners of any beneficial interest in such 2018 Bonds.
If any 2018 Bond shall be duly presented for payment and funds have not been duly provided by the University on such applicable date, then interest shall continue to accrue thereafter on the unpaid principal thereof at the rate stated on such 2018 Bond until it is paid.
(d) Use of Depository.
(1) The 2018 Bonds shall be registered initially in the name of “Cede & Co.”, as nominee of DTC, with one 2018 Bond maturing on each of the maturity dates for the 2018 Bonds in a principal amount corresponding to the total principal therein designated to mature on such date. Registered ownership of such immobilized 2018 Bonds, or any portions thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (B) to any substitute depository appointed by the Authorized Representative pursuant to subsection (2) below or such substitute depository’s successor; or (C) to any person as provided in subsection (4) below.
(2) Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Authorized Representative to discontinue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Authorized Representative may hereafter appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it.
(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1) above, the Bond Registrar shall, upon receipt of all outstanding 2018 Bonds, together with a written request on behalf of the Authorized Representative, issue a single new 2018 Bond for each maturity then outstanding, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Authorized Representative.
(4) In the event that (A) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (B) the Authorized Representative determines that it is in the best interest of the Beneficial Owners of the 2018 Bonds that such owners be able to obtain such bonds in the form of 2018 Bond certificates, the ownership of such 2018 Bonds may then be transferred to any person or entity as herein provided, and shall no longer be held in fully-immobilized form. The Authorized Representative shall deliver a written
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request to the Bond Registrar, together with a supply of definitive 2018 Bonds, to issue 2018 Bonds as herein provided in any Authorized Denomination. Upon receipt by the Bond Registrar of all then outstanding 2018 Bonds together with a written request on behalf of the Authorized Representative to the Bond Registrar, the 2018 Bonds will be exchangeable for other fully registered certificated 2018 Bonds of the same maturity in Authorized Denominations.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any 2018 Bond may be registered and 2018 Bonds may be exchanged, but no transfer of any such 2018 Bond shall be valid unless it is surrendered to the Bond Registrar with the assignment form appearing on such 2018 Bond duly executed by the Registered Owner or such Registered Owner’s duly authorized agent in a manner satisfactory to the Bond Registrar. Upon such surrender, the Bond Registrar shall cancel the surrendered 2018 Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefor, a new 2018 Bond (or 2018 Bonds at the option of the new Registered Owner) of the same date, maturity, and interest rate and for the same aggregate principal amount in any Authorized Denomination, naming as Registered Owner the person or persons listed as the assignee on the assignment form appearing on the surrendered 2018 Bond, in exchange for such surrendered and cancelled 2018 Bond. Any 2018 Bond may be surrendered to the Bond Registrar and exchanged, without charge, for an equal aggregate principal amount of 2018 Bonds of the same date, maturity, and interest rate, in any authorized denomination. The Bond Registrar shall not be obligated to register the transfer or to exchange any 2018 Bond during the 15 days preceding any interest payment or principal payment date any such 2018 Bond is to be redeemed.
(f) Bond Registrar’s Ownership of Bonds. The Bond Registrar may become the Registered Owner of any 2018 Bond with the same rights it would have if it were not the Bond Registrar, and to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as member of, or in any other capacity with respect to, any committee formed to protect the right of the Registered Owners of 2018 Bonds.
(g) Place and Medium of Payment. Both principal of and interest on the 2018 Bonds shall be payable in lawful money of the United States of America. Interest on the 2018 Bonds shall be calculated on the basis of a year of 360 days and twelve 30-day months. For so long as all 2018 Bonds are in fully immobilized form, payments of principal and interest thereon shall be made in accordance with the operational arrangements of DTC referred to in the Letter of Representations. In the event that the 2018 Bonds are no longer in fully immobilized form, the interest due on any 2018 Bond on any interest payment date (each an “Interest Payment Date”) shall be paid to the Registered Owner of such 2018 Bond as shown on the Bond Register as of the fifteenth day of the month preceding the Interest Payment Date (the “Record Date”). If the 2018 Bonds are no longer held in book-entry only form, the interest on the 2018 Bonds shall be payable by check, provided that any Registered Owner of $1,000,000 or more in aggregate principal amount of the 2018 Bonds, upon written request given to the Registrar at least five business days prior to the Record Date designating an account in a domestic bank, may be paid by wire transfer of immediately available funds. If the 2018 Bonds are no longer held in book-entry only form, all payments of principal shall be made solely upon presentation of the 2018 Bond to the Registrar.
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Section 5. Redemption and Purchase.
(a) Optional Redemption. The 2018 Bonds are subject to redemption at the option of the University, as a whole or in part on any date on or after ______, at a redemption price equal to ___ percent of the principal amount thereof, plus interest accrued to the date fixed for redemption.
(b) Purchase of 2018 Bonds. The University reserves the right to acquire 2018 Bonds by purchase of 2018 Bonds offered to the University at any time at such purchase price as the University deems appropriate, or by gift at any time on terms as the University deems appropriate. Such 2018 Bonds so acquired are not required to be cancelled.
(c) Selection of 2018 Bonds for Redemption. For as long as the 2018 Bonds are held in book-entry only form, the selection of particular 2018 Bonds within a maturity to be redeemed shall be made in accordance with the operational arrangements then in effect at DTC. If the 2018 Bonds are no longer held in book-entry only form, the selection of such 2018 Bonds to be redeemed and the surrender and reissuance thereof, as applicable, shall be made as provided in the following provisions of this subsection (d) or otherwise as provided in the Bond Purchase Contract. In no event shall any 2018 Bond be outstanding in a principal amount that is not an Authorized Denomination. If less than all the outstanding 2018 Bonds within a maturity are to be redeemed and the 2018 Bonds are no longer in book-entry only form, the 2018 Bonds to be redeemed shall be selected by lot by the Bond Registrar
(d) Notice of Redemption.
(1) Official Notice. For so long as the 2018 Bonds are held in book-entry only form, notice of redemption shall be given in accordance with the operational arrangements of DTC as then in effect, and neither the University nor the Bond Registrar will provide any notice of redemption to any Beneficial Owners. Thereafter (if the 2018 Bonds are no longer held in book-entry only form), notice of redemption shall be given in the manner hereinafter provided. Unless waived by any owner of 2018 Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the University by mailing a copy of an official redemption notice by first class mail at least 20 days and not more than 60 days prior to the date fixed for redemption to the Registered Owner of the 2018 Bond or 2018 Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar.
All official notices of redemption shall be dated and shall state:
(A) the redemption date;
(B) the redemption price;
(C) if fewer than all outstanding 2018 Bonds are to be redeemed, the identification by maturity (and, in the case of partial redemption, the respective principal amounts) of the 2018 Bonds to be redeemed;
(D) that on the redemption date the redemption price will become due and payable upon each such 2018 Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date;
(E) any conditions to redemption; and
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(F) the place where such 2018 Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Bond Registrar.
Unless the University has revoked a conditional notice of optional redemption (or unless the University provided a conditional notice of optional redemption and the conditions for the optional redemption set forth therein are not satisfied), the University shall transfer to the Bond Registrar amounts that, in addition to other money, if any, held by the Bond Registrar for such purpose, will be sufficient to redeem, on the date fixed for redemption, all of the 2018 Bonds to be redeemed. If and to the extent that funds have been provided to the Bond Registrar for the redemption of the 2018 Bonds, then from and after the date fixed for redemption for such 2018 Bond or portion thereof, interest on each such 2018 Bond shall cease to accrue and such 2018 Bond or portion thereof shall cease to be outstanding
The University retains the right to rescind any redemption notice and the related optional redemption of 2018 Bonds by giving notice of rescission to the affected Registered Owners at any time on or prior to the scheduled redemption date. Any notice of optional redemption that is so rescinded shall be of no effect, and the 2018 Bonds for which the notice of optional redemption has been rescinded shall remain outstanding.
(2) Effect of Notice; 2018 Bonds Due. If notice of redemption has been duly given and money for the payment of the redemption price of the 2018 Bonds or portions thereof to be redeemed is held by the Bond Registrar, then on the redemption date the 2018 Bonds or portions thereof so called for redemption shall become payable at the redemption price specified in such notice; and from and after the redemption date, interest thereon or on portions thereof so called for redemption shall cease to accrue, such 2018 Bonds or portions thereof shall cease to be outstanding and to be entitled to any benefit, protection or security of the Bond Authorization. The Registered Owners of such 2018 Bonds or portions thereof shall thereafter have no rights in respect thereof except to receive payment of the redemption price upon delivery of such 2018 Bonds to the Bond Registrar.
Any notice mailed will be conclusively presumed to have been given, whether or not actually received by any owner of a 2018 Bond. The failure to mail notice with respect to any 2018 Bond will not affect the validity of the proceedings for the redemption of any other 2018 Bond with respect to which notice was so mailed.
(3) Additional Notice. In addition to the foregoing notice, further notice shall be given by the University as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (A) the CUSIP numbers of all 2018 Bonds being redeemed; (B) the date of issue of the 2018 Bonds as originally issued; (C) the rate of interest borne by each 2018 Bond being redeemed; (D) the maturity date of each 2018 Bond being redeemed; and (E) any other descriptive information needed to identify accurately the 2018 Bonds being redeemed. Each further notice of redemption may be sent at least 20 days before the redemption date to each party entitled to receive notice pursuant to any Continuing Disclosure Certificate and to the Underwriter and with such additional information as the University shall deem appropriate, but such mailings shall not be a condition precedent to the redemption of such 2018 Bonds.
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(4) Amendment of Notice Provisions. The foregoing notice provisions of this Section 5, including but not limited to the information to be included in redemption notices and the persons designated to receive notices, may be amended without the consent of owners of the 2018 Bonds in order to maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities.
Section 6. Form of the 2018 Bonds. The 2018 Bonds shall be in substantially the form provided in Exhibit A, with appropriate or necessary insertions, depending upon the omissions and variations as permitted or required in this Declaration.
Section 7. Execution of the 2018 Bonds. The 2018 Bonds shall be executed on behalf of the University with the manual or facsimile signature of the Treasurer, shall be attested by the manual or facsimile signature of the Secretary of the Board and shall have the seal of the University impressed or a facsimile thereof imprinted thereon.
Only 2018 Bonds that bear a Certificate of Authentication in the form set forth in Exhibit A, manually executed by the Bond Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Declaration. Such Certificate of Authentication shall be conclusive evidence that the 2018 Bonds so authenticated have been duly executed, authenticated and delivered and are entitled to the benefits of this Declaration.
In case either of the officers of the University who shall have executed the 2018 Bonds shall cease to be such officer or officers of the University before the 2018 Bonds so signed shall have been authenticated or delivered by the Bond Registrar, or issued by the University, such 2018 Bonds may nevertheless be authenticated, delivered and issued and upon such authentication, delivery and issuance, shall be as binding upon the University as though those who signed the same had continued to be such officers of the University. Any 2018 Bond may also be signed and attested on behalf of the University by such persons as at the actual date of execution of such 2018 Bond shall be the proper officers of the University although at the original date of such 2018 Bond any such person shall not have been such officer.
Section 8. Disposition of 2018 Bond Proceeds. The proceeds of the 2018 Bonds shall utilized to pay or reimburse the University for costs of the Projects and costs incidental thereto, and costs of issuance for the 2018 Bonds, to the extent designated by the Authorized Representative.
All or part of the proceeds of the 2018 Bonds may be temporarily invested in Permitted Investments. Except as otherwise provided in the Federal Tax Certificate, the University covenants that all investments of amounts deposited in the Project Fund, or otherwise containing gross proceeds of the 2018 Bonds (within the meaning of Section 148 of the Code) will be acquired, disposed of, and valued (as of the date that valuation is required by the Code) at Fair Market Value.
In the event that it shall not be possible or practicable to accomplish all of the Projects, the University may apply the proceeds of the 2018 Bonds to pay the costs of such portion thereof or such other projects as the Authorized Representative shall determine to be in the best interests of the University.
Any part of the proceeds of the 2018 Bonds remaining in the Project Fund after all costs referred to in this section have been paid may be used to acquire, construct, equip and make other
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improvements to the facilities of the University subject to the limitations of this Declaration or may be transferred to the Bond Fund for the uses and purposes therein provided, subject to any applicable limitations set forth in the Federal Tax Certificate.
Section 9. Tax Covenants. The University will take all actions necessary to assure the exclusion of interest on the 2018 Bonds from the gross income of the owners of the 2018 Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the 2018 Bonds, including but not limited to the following:
(a) Private Activity Bond Limitation. The University will assure that the proceeds of the 2018 Bonds are not so used as to cause the 2018 Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.
(b) Limitations on Disposition of Projects. The University will not sell or otherwise transfer or dispose of (i) any personal property components of the Projects other than in the ordinary course of an established government program under Treasury Regulation 1.141-2(d)(4) or (ii) any real property components of the Project, unless it has received an opinion of nationally recognized bond counsel to the effect that such disposition will not adversely affect the treatment of interest on the 2018 Bonds as excludable from gross income for federal income tax purposes.
(c) Federal Guarantee Prohibition. The University will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the 2018 Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) Rebate Requirement. The University will take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2018 Bonds.
(e) No Arbitrage. The University will not take, or permit or suffer to be taken, any action with respect to the proceeds of the 2018 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2018 Bonds would have caused the 2018 Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code.
(f) Registration Covenant. The University will maintain a system for recording the ownership of each 2018 Bond that complies with the provisions of Section 149 of the Code until all 2018 Bonds have been surrendered and canceled.
(g) Record Retention. The University will retain its records of all accounting and monitoring it carries out with respect to the 2018 Bonds for at least three years after the 2018 Bonds mature or are redeemed (whichever is earlier); however, if the 2018 Bonds are redeemed and refunded, the University will retain its records of accounting and monitoring at least three years after the earlier of the maturity or redemption of the obligations that refunded the 2018 Bonds.
(h) Compliance with Tax Certificate. The University will comply with the provisions of the Federal Tax Certificate with respect to the 2018 Bonds, which are incorporated herein as if fully set forth herein. In the event of any conflict between this Section and the Federal Tax Certificate, the provisions of the Federal Tax Certificate will prevail.
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(i) No Designation under Section 265(b). The University does not designate the 2018 Bonds issued pursuant to this Declaration as “qualified tax-exempt obligations” for investment by financial institutions under Section 265(b) of the Code.
The covenants of this Section will survive payment in full or defeasance of the 2018 Bonds.
Section 10. Bond Fund. The 2018 Bonds are general revenue obligations of the University, payable from General Revenues and secured as provided herein. The University has previously established a special fund of the University designated as the “Bond Fund”, which may consist of one or more funds or accounts. The University covenants to deposit into the Bond Fund from General Revenues, taking into account amounts on deposit therein, on or prior to each interest payment date, redemption date and maturity date an amount sufficient to pay the interest on the 2018 Bonds then coming due and the principal of the 2018 Bonds maturing or subject to redemption and redemption premium, if any. Such payments shall be made in sufficient time to enable the Bond Registrar to pay interest on and/or principal of and redemption price of the 2018 Bonds to the Registered Owners, when due.
Net income earned on investments in the Bond Fund, if any, shall be deposited in the Bond Fund. Amounts on deposit in the Bond Fund may be temporarily invested in Permitted Investments. Except as otherwise provided in the Federal Tax Certificate, the University covenants that all investments of amounts deposited in the Bond Fund, or otherwise containing gross proceeds of the 2018 Bonds (within the meaning of Section 148 of the Code) will be acquired, disposed of, and valued (as of the date that valuation is required by the Code) at Fair Market Value.
The University may deposit other amounts legally available for this purpose to the Bond Fund in its sole discretion and without obligation.
Section 11. Sources of Security.
(a) Pledge of General Revenues. The 2018 Bonds are payable solely from and secured by a pledge of General Revenues and the money and investments deposited into the Bond Fund. The 2018 Bonds shall not constitute an indebtedness or obligation of the State, and are not a charge upon revenue or property of the State. The Registered Owners of the 2018 Bonds shall have no right to require the State, nor has the State any obligation or legal authorization, to levy any taxes or appropriate or expend any of its funds for the payment of the principal thereof or the interest or any premium thereon. The University has no taxing power.
The University hereby pledges General Revenues, and the money and investments deposited into the Bond Fund, to the payment of the principal of and interest on the 2018 Bonds when due. The 2015 Bonds, the 2016 Bonds, the 2018 Bonds and any Additional Bonds shall be equally and ratably payable from and secured by a pledge of General Revenue, and the money and investments deposited into the Bond Fund, without preference, priority or distinction because of date of issue or otherwise.
Pursuant to ORS 287A.310 and 352.087(1)(h), this pledge shall be valid and binding from the time of the execution of this Declaration. The amounts so pledged including pledged amounts hereafter received by the University shall immediately be subject to the lien of this pledge without any physical delivery, filing or any other act. Except as provided in the Bond Authorization, the lien of this pledge
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shall be superior to all other claims and liens whatsoever to the fullest extent permitted by ORS 287A.310 and 352.087(1)(h).
(b) Pari Passu with University-Paid State Bond Payments. The Bond Act provides for full payment of State debt obligations evidenced by the University’s obligations to make University-Paid State Bonds from legally available funds. On and after the date that amounts are transferred to the State Treasurer for deposit to be credited against the University-Paid State Bonds next coming due, and on and after the date amounts, if any, are paid to the State Treasurer to pay without duplication University-Paid State Bonds next coming due, such amounts are no longer part of the definition of General Revenues available to pay the principal of and interest on the 2018 Bonds. Until such date, the University-Paid State Bonds are payable on a pari passu basis with the 2015 Bonds, 2016 Bonds and 2018 Bonds subject to and to the extent provided in the Bond Act.
(c) All Bonds Have Equal Claim on General Revenues. The 2015 Bonds, the 2016 Bonds, the 2018 Bonds and any Additional Bonds shall be equally and ratably payable, without preference, priority or distinction because of date of issue or otherwise from General Revenues.
(d) Additions to General Revenues. The University reserves the right to include in General Revenues, at its sole option, in the future, other sources of revenue or income currently excluded from the definition of General Revenues. The future addition of General Revenues shall be evidenced by a certificate executed by the Authorized Representative identifying the items to be added.
(e) Deletions from General Revenues. The University reserves the right to remove, at its sole option, in the future, any revenues from General Revenues, so long as no more than 10% of General Revenues (based on the University’s most recent audited financial statements) are removed in any fiscal year. The removal of General Revenues shall be evidenced by a certificate executed by the Authorized Representative identifying the items to be deleted.
(f) Additional Bonds and Other Obligations. The University shall have the right to issue one or more series of Additional Bonds for University purposes as permitted under the Bond Act or otherwise under State law. In addition, nothing herein shall restrict the University’s right to enter into obligations in connection with University-Paid State Bonds or any other obligations that are not secured by a pledge of General Revenues. The University also reserves the right to issue obligations payable from or secured by a pledge of General Revenues subordinate to the pledge for the Bonds to the extent permitted under the Bond Act or otherwise under State law.
Section 12. Covenant of the University. So long as any 2018 Bonds are Outstanding, the University covenants to pay or cause to be paid the principal of and the interest on all outstanding 2018 Bonds on the dates, at the places, from the sources of funds and in the manner, all as provided herein.
Section 13. Defeasance. In the event that the University, in order to effect the payment, retirement or redemption of any 2018 Bond, sets aside in the Bond Fund or in another special account, cash or noncallable Government Obligations, or any combination of cash and/or noncallable Government Obligations, in amounts and maturities which, together with the known earned income therefrom, are sufficient to redeem or pay and retire such 2018 Bond in accordance with its terms and to pay when due the interest and redemption premium, if any, thereon (as verified in a report of an independent certified public accountant), and such cash and/or noncallable Government Obligations are irrevocably set aside and pledged for such purpose, and receives an opinion of nationally-recognized
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bond counsel that such 2018 Bonds have been legally defeased, then no further payments need be made into the Bond Fund for the payment of the principal of and interest on such 2018 Bond. The owner of a 2018 Bond so provided for will cease to be entitled to any lien, benefit or security of the Bond Authorization except the right to receive payment of principal, premium, if any, and interest from the Bond Fund or such special account, and such 2018 Bond will be deemed to be not outstanding under the Bond Authorization.
The University shall give written notice of defeasance to the owners of the 2018 Bonds in accordance with the Continuing Disclosure Certificate.
Section 14. Amendments. The Bond Authorization may be amended or supplemented by a supplemental resolution without the consent of any Beneficial Owner or Registered Owner for any one or more of the following purposes:
A. To cure any ambiguity or formal defect or omission in the Bond Authorization;
B. To add to the covenants and agreements of the University in the Bond Authorization, other covenants and agreements to be observed by the Bond Authorization that are not contrary to or inconsistent with the Bond Authorization as in effect;
C. To authorize issuance of Additional Bonds or subordinate obligations payable from General Revenues;
D. To modify, amend or supplement the Bond Authorization or any supplemental resolution to qualify under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of any 2018 Bonds for sale under the securities laws of any of the states of the United States of America;
E. To confirm, as further assurance, any pledge or lien created under the Bond Authorization;
F. To make any change that, in the reasonable judgment of the University, does not materially and adversely affect the rights of the Beneficial Owners or Registered Owners of any outstanding 2018 Bonds; or
G. To make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the 2018 Bonds; or
H. To modify any of the provisions of the Bond Authorization or any supplemental resolution in any other respect whatever, as long as the modification shall take effect only after all affected outstanding 2018 Bonds cease to be outstanding.
The Bond Authorization may be amended for any other purpose only upon consent of the Registered Owners of not less than fifty one percent (51%) in aggregate principal amount of the 2018 Bonds outstanding; provided, however, that no amendment shall be valid without the consent of the Registered Owners of 100 percent (100%) of the aggregate principal amount of the 2018 Bonds outstanding that: extends the maturity of any 2018 Bond, reduces the rate of interest upon any 2018 Bond, extends the time of payment of interest on any 2018 Bond, reduces the amount of principal payable on any 2018 Bond, or reduces any premium payable on any 2018 Bond, without the consent of
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the affected Registered Owner; or reduces the percent of Registered Owners required to approve amendments to the Bond Authorization.
Section 15. Benefit of Bond Authorization. The covenants and agreements in the Bond Authorization regarding the 2018 Bonds are made for the benefit of the Beneficial Owners of the 2018 Bonds and shall be enforceable by those Beneficial Owners.
Section 16. No Recourse Against Individuals. No Registered Owner shall have any recourse for the payment of any part of the principal of, premium, if any, or redemption price, if any, of or interest on the 2018 Bonds, or for the satisfaction of any liability arising from, founded upon, or existing by reason of, the issuance or ownership of such 2018 Bonds against any past, present or future officer, director, trustee, employee or agent of the officers of the University or any past, present or future officers, director, trustee or members of the Board in their individual capacities.
EXECUTED ON BEHALF OF THE UNIVERSITY OF OREGON BY ITS AUTHORIZED REPRESENTATIVE AS OF THE ____ DAY OF JANUARY, 2018.
UNIVERSITY OF OREGON
By: Treasurer
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EXHIBIT A
BOND FORM
[DTC LANGUAGE]
UNITED STATES OF AMERICA
NO. ______$______
UNIVERSITY OF OREGON GENERAL REVENUE BONDS, 2018A
INTEREST RATE: % MATURITY DATE: CUSIP NO.:
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
University of Oregon (the “University”), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity Date identified above, the Principal Amount specified above, unless redeemed prior thereto as provided herein, together with interest on such Principal Amount from ______, or the most recent date to which interest has been paid or duly provided for, at the Interest Rate set forth above payable April 1, 2018, and semiannually thereafter on each October 1 and April 1 until payment of the principal sum has been made or duly provided for. Both principal of and interest on this bond are payable in lawful money of the United States of America. For so long as the bonds of this issue are held in fully immobilized form, payments of principal and interest thereon shall be made as provided in accordance with the operational arrangements of The Depository Trust Company (“DTC”) referred to in the Blanket Issuer Letter of Representations (the “Letter of Representations”) from the University to DTC.
This bond is one of an authorized issue of general revenue bonds of the University of like date and tenor, except as to number, interest rate and date of maturity, in the aggregate principal amount of $[______], issued pursuant to a Resolution of the Board of Trustees of the University, adopted on September 8, 2017 and a Declaration of the University dated January ___, 2018 (together, the “Bond Authorization”), to finance University projects and to pay costs of issuance of the Bonds, as further provided in the Bond Authorization.
The bonds of this issue are subject to redemption prior to their stated maturities as provided in the Bond Resolution.
This bond is payable solely from and secured by a pledge of General Revenues and the money and investments deposited into the Bond Fund, and the University does hereby pledge and bind itself to set aside from such General Revenues, the various amounts required by the Bond Authorization, all within the times provided by the Bond Authorization. Bonds issued pursuant to the Bond Authorization, the University’s General Revenue Bonds, 2015A, General Revenue Bonds, 2016A and additional bonds issued on a parity therewith, shall be equally and ratably payable from and secured by a pledge of General Revenue, and the money and investments deposited into the Bond Fund, without preference, priority or distinction because of date of issue or otherwise.
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The issuance of the Bonds has been authorized by the Bond Authorization duly adopted by the University pursuant to the laws of the State of Oregon. This Bond shall not constitute or become an indebtedness, or a debt or liability of the State of Oregon, the Legislative Assembly of the State of Oregon, or any county or city, or other subdivision of the State of Oregon or of any other political subdivision or body corporate and politic within the State of Oregon (other than the University, but only to the extent provided in the Bond Authorization) and neither the State of Oregon, the Legislative Assembly of the State of Oregon, nor any county or city or other subdivision of the State of Oregon (other than the University, but only to the extent provided in the Bond Authorization), shall be liable hereon; nor shall this Bond constitute the giving, pledging or loaning of the faith and credit of the State of Oregon, the Legislative Assembly of the State of Oregon, or any county or city, or other subdivision of the State of Oregon or of any other political subdivision or body corporate and politic within the State of Oregon but shall be payable solely from the funds pledged herefor. Neither the State of Oregon, the Legislative Assembly of the State of Oregon, any political subdivision or body corporate and politic within the State of Oregon other than the University shall in any event be liable for the payment of the principal of, premium, if any, or interest on this Bond or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever undertaken by the University. No breach of any such pledge, obligation or agreement shall impose any pecuniary liability upon the State of Oregon or any charge upon its general credit or against its taxing power. The University has no taxing powers. The issuance of this Bond shall not, directly or indirectly or contingently, obligate the State of Oregon, or any political subdivision of the State of Oregon, nor empower the University to levy or collect any form of taxes or assessments therefor or to create any indebtedness payable out of taxes or assessments or make any appropriation for the payment of this Bond and such appropriation or levy is prohibited. Nothing in the Bond Authorization shall be construed to authorize the University to create a debt of the State of Oregon within the meaning of the Constitution or statutes of the State of Oregon.
The bonds of this issue are not “qualified tax exempt obligations” eligible for investment by financial institutions within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
Reference is made to the Bond Authorization as more fully describing the covenants with and the rights of Registered Owners of the bonds or registered assigns and the meanings of capitalized terms appearing on this bond which are defined in such resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Authorization until the Certificate of Authentication hereon shall have been manually signed by the Bond Registrar.
It is hereby certified, recited and represented that the issuance of this bond and the bonds of this issue is duly authorized by law; that all acts, conditions and things required to exist and necessary to be done or performed precedent to and in the issuance of this bond and the bonds of this issue to render the same lawful, valid and binding have been properly done and performed and have happened in regular and due time, form and manner as required by law; that all acts, conditions and things necessary to be done or performed by the University or to have happened precedent to and in the execution and delivery of the Bond Authorization have been done and performed and have happened in regular and due form as required by law; that due provision has been made for the payment of the principal of and premium, if any, and interest on this bond and the bonds of this issue and that the issuance of this bond and the bonds of this issue does not contravene or violate any constitutional or statutory limitation.
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IN WITNESS WHEREOF, University of Oregon has caused this bond to be executed with the manual or facsimile signatures of the Treasurer and Secretary of the Board of Trustees and caused a facsimile of the official seal of the University to be reproduced hereon.
UNIVERSITY OF OREGON
(SEAL) By Treasurer
By ______Secretary, Board of Trustees
The Certificate of Authentication for the Bonds shall be in substantially the following form and shall appear on each Bond: AUTHENTICATION CERTIFICATE
This bond is one of the University of Oregon General Revenue Bonds, 2018A described in the within-mentioned Bond Authorization.
Registrar
By Authorized Signatory
Date:______
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APPENDIX C
UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT
(SEE ATTACHED)
[THIS PAGE INTENTIONALLY LEFT BLANK] UNIVERSITY OF OREGON 2017 ANNUAL FINANCIAL REPORT University of Oregon 2017 Annual Report
Table of Contents
UO Board of Trustees and Executive Officers 1
Report of Independent Auditors 5
Management’s Discussion and Analysis 8
Statement of Net Position—University 16
Statement of Financial Position—Foundation 17
Statement of Revenues, Expenses, and Changes in Net Position—University 18
Statement of Activities—Foundation 19
Statement of Cash Flows—University 20
Notes to the Financial Statements 22
Required Supplementary Information 45
Report of Independent Auditors on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 46
Report of Independent Auditors on Compliance for the Major Federal Program and Report on Internal Control Over Compliance Required by the Uniform Guidance 48
Schedule of Findings and Questioned Costs 50
Schedule of Expenditures of Federal Awards— Year Ended June 30, 2017, Notes to Schedule of Expenditures of Federal Awards 51 University of Oregon Board of Trustees Chuck Lillis, PhD ’72, Chair Ginevra Ralph ’83, MA ’85, Vice Chair Connie Ballmer ’84 Peter Bragdon Rodolfo “Rudy” Chapa ’81 Andrew Colas ’04 Ann Curry ’78 Allyn Ford Susan Gary, Faculty Member Joseph Gonyea III Ross Kari ’80, MBA ’83 William Paustian, Student Michael Schill, Ex Officio Mary Wilcox ’76, JD ’80 Kurt Willcox, Nonfaculty Staff Member
University of Oregon Executive Officers as of June 30, 2017
Michael Schill President Scott Coltrane Senior Vice President and Provost Yvette Alex-Assensoh Vice President for Equity and Inclusion Michael Andreasen Vice President for Advancement David Conover Vice President for Research and Innovation Kyle Henley Vice President for University Communications R. Kevin Marbury Interim Vice President for Student Life Jamie Moffitt Vice President for Finance and Administration, Board Treasurer, and CFO Rob Mullens Director of Intercollegiate Athletics Kevin Reed Vice President and General Counsel Roger J. Thompson Vice President for Student Services and Enrollment Management Angela Wilhelms Board Secretary University of Oregon
ounded in 1876 in Eugene, the University of Oregon (UO) is the state’s flagship public research institution. The 295-acre campus houses 220 buildings, including two museums—the Jordan Schnitzer Museum of Art and the Museum of Natural Fand Cultural History—more than 25 research centers and institutes, and nine schools and colleges, including School of Architecture and Allied Arts, College of Arts and Sciences, Charles H. Lundquist College of Business, College of Education, Robert D. Clark Honors College, School of Journalism and Communication, School of Music and Dance, School of Law, and the Graduate School.
The UO is one of just 62 schools with membership in the prestigious Association of American Universities—and is the only member in Oregon. Within its schools and departments, the UO offers more than 300 academic programs, 77 undergraduate majors, 81 graduate and professional majors, and 200 study-abroad programs in 90 countries.
The Oregon Institute of Marine Biology (OIMB) in Charleston is a living classroom where undergraduate and graduate students studying biology, marine biology, general science, and environmental science experience marine organisms in their natural habitats.
Perched on a remote mountaintop 6,300 feet above sea level in central Oregon, the Pine Mountain Observatory is ideal for observing the high desert’s night skies. The observatory, which is operated by the UO’s Department of Physics, provides basic and advanced scientific research opportunities.
Students at the UO in Portland are working toward master’s degrees in architecture, strategic communication, business administration, sports product management, law, and multimedia journalism. Fifth-year programs are also offered in product design and digital arts, as well as courses geared to professional continuing education.
The UO is also home to Matthew Knight Arena, legendary Hayward Field, and Autzen Stadium, where it ostensibly “never rains.” In addition to its storied football program and reputation as Track Town USA, university Ducks teams include men’s baseball, basketball, cross country, football, golf, tennis, and track and field. Women’s sports teams include acrobatics and tumbling, basketball, cross country, golf, lacrosse, sand volleyball, soccer, softball, tennis, track and field, and volleyball. Clubs devoted to sports include everything from badminton to wushu.
2 | University of Oregon University of Oregon
MISSION Serving students, the state, nation, and world since 1876 The University of Oregon is a comprehensive public research university committed to exceptional teaching, discovery, and service. We work at a human scale to generate big ideas. As a community of scholars, we help individuals question critically, think logically, reason effectively, communicate clearly, act creatively, and live ethically. Purpose We strive for excellence in teaching, research, artistic expression, and the generation, dissemination, preservation, and application of knowledge. We are devoted to educating the whole person, and to fostering the next generation of transformational leaders and informed participants in the global community. Through these pursuits, we enhance the social, cultural, physical, and economic wellbeing of our students, Oregon, the nation, and the world. Vision We aspire to be a preeminent and innovative public research university encompassing the humanities and arts, the natural and social sciences, and the professions. We seek to enrich the human condition through collaboration, teaching, mentoring, scholarship, experiential learning, creative inquiry, scientific discovery, outreach, and public service. Values We value the passions, aspirations, individuality, and success of the students, faculty, and staff who work and learn here. We value academic freedom, creative expression, and intellectual discourse. We value our diversity and seek to foster equity and inclusion in a welcoming, safe, and respectful community. We value the unique geography, history, and culture of Oregon that shapes our identity and spirit. We value our shared charge to steward resources sustainably and responsibly.
2017 | Annual Financial Report | 3 Top University Accomplishments
A sampling of the UO’s 2017 top accomplishments include the following:
• A $500 million gift from Phil and Penny Knight has launched the Knight Campus for Accelerating Scientific Impact and propelled the university’s ambitious $2 billion fundraising campaign beyond $1.7 billion. In addition, the Oregon legislature authorized $50 million in general obligation bonds toward construction of the Knight Campus.
• We kicked off fundraising for a new Black Cultural enterC and renamed Dunn residence hall for DeNorval Unthank Jr., the UO’s first African American graduate of the School of Architecture and Allied Arts. The UO is planning installations in Deady and Unthank Halls about our history and the continuing inclusion and diversity initiatives.
• The provost announced a name change for the School of Architecture and Allied Arts, which will be known as the College of Design starting July 1, 2017.
• Our beautiful Allan Price Science Commons and Research Library opened to rave reviews. It is among only seven projects worldwide honored with an award for design excellence by the American Institute of Architects and the American Library Association.
• The UO welcomed 23,358 students in fall 2016. Of these, 25 percent were students of color, 51 percent were Oregonians, 36 percent came from other states, and 13 percent were international. The freshman class, with 31 percent ethnic or racial minorities, had an average GPA of 3.58. Nearly 40 percent of the freshman students from Oregon received federal Pell grants.
• The UO was awarded $114.9 million from external funding sources during the fiscal year ending June 30, 2017, and funding from non-federal sources increased by 15.7 percent from the previous year.
• Among many noteworthy achievements, UO scholars discovered the 14,000-year-old remains of an extinct horse in Oregon’s Paisley Caves, marine researchers proved that teamwork helps jellyfish jet around the ocean, and a team of senior UO scientists, united in a quest to reverse blindness, worked on developing a novel retinal implant powered by patented fractal electronics.
• Leading an outstanding list of faculty hires are Nobel laureate David Wineland, the newest member of our physics faculty, and David McCormick, who left Yale to head our Institute of Neuroscience.
• The UO welcomed new leaders including Jayanth Banavar as provost, Marcilynn Burke as law school dean, and Jessie Minton as the new chief information officer.
• The Oregon women’s cross country and track and field teams became the first in the nation to sweep all NCAA championships in their sports in one year. The Ducks also enjoyed great success in men’s track and field, men’s golf, men’s basketball, and women’s softball, reaching the UO’s highest-ever level of ninth place in the Learfield Directors’ Cup, an annual ranking of NCAA athletic departments.
4 | University of Oregon Report of Independent Auditors