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Resolution 2016-25 10/03/2016
CITY OF SPRINGFIELD RESOLUTION NO. 2016-25 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SPRINGFIELD, OREGON, APPROVING AMENDMENT OF THE INTERGOVERNMENTAL AGREEMENT TO ADVANCE AND REPAY FUNDS FOR NEEDED URBAN RENEWAL PROJECTS WHEREAS, the City of Springfield voters approved the formation of the Glenwood Urban Renewal District on November 29, 2005; and WHEREAS, the City of Springfield voters approved the formation of the Downtown Urban Renewal District on November 6, 2007; and WHEREAS, the City of Springfield is a municipal corporation of the State of Oregon and authorized by Oregon Revised Statues Chapter 190 to enter into intergovernmental agreements; and WHEREAS, the Springfield Economic Development Agency (SEDA) is authorized by Oregon Revised Statues Chapter 457 to incur indebtedness to carry out its Glenwood and Downtown Urban Renewal Plans and by Oregon Revised Statues Chapter 190 to enter into intergovernmental agreements; and WHEREAS, the Projects listed in the Downtown and Glenwood Urban Renewal Plans include Public improvements; Redevelopment Through New Construction; Preservation, Rehabilitation, Development and Redevelopment; Property Acquisition and Disposition; and Plan Technical Studies and Administration; and WHEREAS, the City of Springfield has pledged its cooperation to assist the two urban renewal districts in the development of projects located in the urban renewal areas through an Intergovernmental Agreement to Advance and Repay Funds Needed for Urban Renewal Projects initially approved on November 29, 2005, amended on July 21, 2008 to incorporate the Downtown Urban Renewal District, further amended on November 21, 2011 and June 20, 2016; and WHEREAS, SEDA amended the Glenwood Urban Renewal Plan for real property acquisition through Resolution No. SEDA2016-06, dated July 18, 2016; and WHEREAS, the City of Springfield ratified the amendment to the Glenwood Urban Renewal Plan for the acquisition of real property through Resolution No. 2016-24, dated July 18, 2016; and WHEREAS, SEDA authorized indebtedness for capital projects described in the Glenwood Urban Renewal Plan through Resolution No. SEDA2016-07, dated July;18� 2016; and 2712456.2 040107 RS1ND WHEREAS, SEDA desiresto issue the borrowings authorized by Resolution No. SEDA2016-07, dated July �,192U16, with a lien on the tax increment revenues of the Glenwood Urban Renewal Area that is superior to SEDA's obligation to make payments under the Intergovernmental Agreement to Advance and Repay Funds for Needed Urban Renewal Projects. NOW,THEREFORE, BE IT RESOLVED by the Common Council of the City of Springfield as follows: 1. The City Manager is authorized to execute an amended Intergovernmental Agreement to Advance and Repay Funds for Needed Urban Renewal Projects (the"TGA") in substantially the form attached hereto as Exhibit A but with such changes as the City Manager finds advantageous. As described in section 2.4 of the IGA, the IGA includes an amendment that subordinates the City of Springfield's claim against Tax Increment Revenues from the Glenwood Urban Renewal Area to the pledge that secures Senior Lien Borrowings issued under the Agency's Master Borrowing Declaration for the Glenwood Urban Renewal Area expected to be executed in October, 2016. 2. This resolution shall take effect upon the date of adoption by the Council and Approval by the Mayor. ADOPTED by the Common Council of the City of Springfield this 3 day of OCTOBER 2016 , with a vote of 4 for and a against. (2 Absent) Christine L. Lundberg, Mayor ATTEST: Amy Sowa City Recorder REVIEWED&APPROVED AS TO F DATE: ._.� OFFICE OF GITY ATTORNEY 2712456.2 040107 RSIND INTERGOVERNMENTAL AGREEMENT TO ADVANCE AND REPAY FUNDS NEEDED FOR URBAN RENEWAL PROJECTS By and between the Springfield Economic Development Agency, Oregon And the City of Springfield, Oregon Dated as of November 29, 2005 And as amended on July 21, 2008, November 12, 2011, June 20, 2016 and October 3, 2016 Contract#670 IGA C670 SEDA 1 of 6 RESOLUTION 2016-2.5 2712229.3 040107 RSIND .. . . Table of Contents 1. DEFINITIONS AND RECITALS 1 1.1 DEFINITIONS 1 1.2 RECITALS 1 2. THE REPAYMENTS 2 2.1 ADVANCES 2 2.2 INTEREST 2 2.3 REPAYMENT 2 2.4 SECURITY FOR THE OBLIGATION OF SEDA 2 TO PAY THE REPAYMENTS 3. MISCELLANEOUS 2 3.1 BINDING EFFECT 2 3.2 SEVERABILITY 2 3.3 AMENDMENTS 2 3.4 EXECUTION IN COUNTERPARTS 3 3.5 APPLICABLE LAW 3 3.6 RULES OF CONSTRUCTION 3 3.7 HEADINGS 3 IGA C670 SEDA 2 of 6 2712229.3 040107 RSTND INTERGOVERNMENTAL AGREEMENT This Intergovernmental Agreement to.advance and repay funds needed for Urban Renewal Projects is dated as of November 25, 2005, as further amended on July 21, 2008, as further amended on November 21, 2011, as further amended on June 20, 2016 and as further amended October 3, 2016 and is entered into by and between the Springfield Economic Development Agency, ("SEDA") and the City of Springfield, Oregon (the "City"). The parties hereby agree as follows: 1. Definitions and Recitals. 1.1 Definitions. Unless the context clearly requires otherwise, capitalized terms used in this Intergovernmental Agreement shall have the following meanings unless the context clearly requires otherwise: "Intergovernmental Agreement" means this Intergovernmental Agreement between the City and SEDA. "Outstanding Balance" means the sum of all advances to SEDA by the City under Section 2.1 of this Intergovernmental Agreement, less all Repayments of principal that have been made by SEDA. "Repayments" means the payments SEDA is required to make to the City under Section 2.3 of this Intergovernmental Agreement. "Projects" means urban renewal projects that are properly described in SEDA's urban renewal plan for the Glenwood and Downtown Urban Renewal Area, and any other costs for which the Tax Increment Revenues may be spent under Oregon law. However, "Projects" shall not include any loans to third parties unless the loans receive the prior written approval of the City. "Tax Increment Revenues" means all revenues which SEDA collects from the Glenwood and Downtown Urban Renewal Area under the provisions of Article IX, Section 1c of the Oregon Constitution and ORS Chapter 457. 1.2 Recitals. A. The City and SEDA have developed a cooperative services agreement between the two agencies for the City to provide administrative and other services to SEDA. IGA C670 SEDA 3 of 6 RESOLUTION NO.2016-25 271.2229.3 040107 RSIN© ..... . K The cooperative and services agreement between SEDA and the City also states that SEDA may borrow funds from time to time at terms and conditions agreeable to City and SEDA. C. .. The City. and SEDA enter into this Intergovernmental Agreement to permit SEDA to borrow up to 1.5 million from the City for costs of Projects or Project-related administrative expenses as authorized by law. 2. The Repayments 2.1 Advances. The City agrees to advance up to a maximum of $1,500,000 at.any point in time to SEDA upon receipt of written requests from SEDA. SEDA agrees not to request advances more than 30 days prior to the time SEDA expects to spend the amount that is advanced. Before funding any advance the City may require reasonable supporting documentation in addition to the written request. In addition, the City may bill SEDA quarterly for administrative expenses incurred by the City for the benefit of SEDA. If SEDA fails to make timely payments of those invoices, the City will treat the amount that is not paid as an additional advance to SEDA under this Intergovernmental Agreement. The City shall notify SEDA if it so treats any unpaid invoice. 2.2 Interest. The Outstanding Balance shall bear interest at the rate paid to depositors by the Oregon Short Term Fund (also known as the "Local Government Investment Pool"), accrued monthly. 2.3 Repayment. In the event an advance is made pursuant to this agreement, SEDA shall transfer all Tax Increment Revenues it receives necessary to repay the advance and accrued interest to the City within 15 days after those tax increment revenues are received. Tax Increment Revenues paid by SEDA to the City shall be applied first, to pay accrued interest, and second to reduce the Outstanding Balance. 2.4 Security for the Obligations of SEDA to Pay the Repayments. SEDA hereby pledges its Tax Increment Revenues to pay the amounts described in Section 2.1 of this Intergovernmental Agreement, and this Intergovernmental Agreement shall constitute an indebtedness of SEDA. The pledge of Tax Increment Revenues from the Glenwood Urban Renewal Area that secures this Intergovernmental Agreement is subordinate to the pledge that secures Senior Lien Borrowings issued under the Agency's Master Borrowing Declaration expected to be IGA C670 SEDA 4 of 5 2712229.3 040107 RSIN© executed in October, 2016. Other than as described in the previous sentence, the pledge of the Tax Increment Revenues that secures this Intergovernmental Agreement shall be superior to all other pledges or commitments of Tax Increment Revenues that SEDA makes, unless the City agrees in writing to subordinate its claim against the Tax Increment Revenues. 3. Miscellaneous. 3.1 Termination. The parties may jointly agree to terminate this Agreement at any time by written agreement. However, such termination shall not extinguish or prejudice either party's right to enforce this agreement with respect to any breach or default in performance which has not been cured. 3.2 Binding Effect. This Intergovernmental Agreement shall inure to the benefit of and shall be binding upon SEDA and the City and their respective successors and assigns. 3.3 Severability. In the event any provisions of this Intergovernmental Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or ender unenforceable any other provisions thereof. 3.4 Amendments. This Intergovernmental Agreement may be amended only by a written agreement signed by both parties. 3.5 Execution in Counterparts. This Intergovernmental Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute the same instrument. 3.6 Headings. The headings, titles and table of contents in this Intergovernmental Agreement are provided for convenience and shall not affect the meaning, construction or effect of this Intergovernmental Agreement. IGA C670 SEDA 5 of 6 RESOLUTION N0. 2016-25. 2712229.3 040107 RSIND . .. .... ...... .. . . .. IN WITNESS WHEREOF, SEDA and the City have executed this Intergovernmental Agreement and amendments thereto as of the dates indicated above. SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY Sean Van Gordon, SEDA Chair CITY O SPRIN ELD, OREGON f Gino Grimaldi, City Manager IGA C670 SEDA 6 of 6 2712229.3 040107 RSI€VD