HomeMy WebLinkAboutItem 27 Agreement Between the City of Springfield, Springfield Renaissance Development Corporation, Springfield School District 19 and Willamalane Park and Recreational District for Support of Wildish Theater and Springfield's Downtown Urban Renewal Dist
Meeting Date:
Meeting Type:
Department:
Staff Contact:
Staff Phone No:
Estimated Time:
July 7, 2008
Regular
City Manager/CAO A
Jeff Towery/Joe Leahy Y ~ \
726-3627/746-9621
10 Minutes
AGENDA ITEM SUMMARY
SPRINGFIELD
CITY COUNCIL
ITEM TITLE:
ACTION
REQUESTED:
ISSUE
STATEMENT:
ATTACHMENTS:
AGREEMENT BETWEEN THE CITY OF SPRINGFIELD, SPRINGFIELD
RENAISSANCE DEVELOPMENT CORPORATION, SPRINQFIELD SCHOOL
DISTRICT 19 AND WILLAMALANE PARK AND RECREATIONAL
DISTRICT FOR SUPPORT OF WILDISH THEATER AND SPRINGFIELD'S
DOWNTOWN URBAN RENEWAL DISTRICT.
1. Authorize/Not Authorize City Manager to execute agreement; or
2. Approval of fundamental terms and authorize City Manager to execute
subject to City Attorney approval.
Whether to approve agreement providing City financial support for debt retirement
and endowment fund maintenance of the Wildish Theater.
1, Proposed Agreement between the City of Springfield, Springfield Renaissance
Development Corporation, Springfield School District 19 and Willamalane Park
and Recreational District for Support of Wild ish Theater and Springfield's
Downtown Urban Renewal District.
DISCUSSIONI
FINANCIAL
IMPACT:
The following are the fundamental terms of this Agreement.
SRDC presently has these outstanding financial obligations:
a. A loan due and payable to Siuslaw Bank in an amount not less than $600,000.
b. The balance of a loan in the amount of approximately $93,371.55 payable to the
State of Oregon, Oregon Housing and Community Services - Community Incentive
Fund Loan.
SRDC, Willamalane, and the School District intend to form a non-profit
corporation to ensure the long term economic development viability of the Wildish
Theater. .
1. Donation by CITY. City agrees to donate $100,000 to SRDC for:
A. $75,000 for helping to pay the Note to Siuslaw Bank,
B. $25,000 for the WILDISH THEATER Endowment Fund for be used for
long term care and maintenance of the WILDISH THEATER.
2. Loan by City. CITY agrees to loan $100,000 to SRDC for pay off the Note to
Siuslaw Bank. The loan shall be secured by a Note executed by SRDC and
guaranteed by School District and Willamalane subject to the following
conditions :
A. No interest on the Note.
B. Due and payable not later than July 1,2018.
C. Forgiven upon proof of satisfaction of loan from State of Oregon.
3. Assignability. SRDC may assign Agreement to the new nonprofit.
Resources are available from the funds collected related to the rezone of the former
Chambers property. Those funds were dedicated to the construction of So. 32nd St.
improvements and other economic development activities. Approximately $2.4
million remains with about $2 million committed to other projects.
N:\City\COUNCIL\Wildish Comm Theater\AIS.doc
AGREEMENT BETWEEN THE CITY OF SPRINGFIELD, SPRINGFIELD RENAISSANCE
DEVELOPMENT CORPORATION, SPRINGFIELD SCHOOL DISTRICT 19 AND
WILLAMALANE PARK AND RECREATION DISTRICTFOR SUPPORT
;;:: OF WILDISH THEATER AND SPRINGFIELD'S DOWNTOWN
URBAN RENEWAL DISTRICT
PARTIES:
The City of Springfield (CITY), a unit of local government of the state of Oregon
Springfield Renaissance Development Corporation (SRDC), a nonprofit corporation organized under
the laws of the state of Oregon
Springfield School District 19 (SCHOOL DISTRICT), a School District organized under the laws of the
State of Oregon
Willamalane Park and Recreation District (WILLAMALANE), a Special District organized under the
laws of the State of Oregon
EFFECTIVE DATE: July'1, 2008
RECIT ALS
A. The economic vitality of the Springfield Downtown Area and the Richard E, Wildish Community Theater are
of importance to the City of Springfield, Springfield School District 19, Willamalane Park and Recreation
District and the Springfield Renaissance Development Corporation.
B. The Springfield Renaissance Devel<?pment Corporation, Willamalane Park and Recreation District, and
Springfield School District 19 intend to form a non-profit corporation organized-under the laws of the state of
Oregon, the Richard E. Wildish Com munity Theater, to ensure the long term economic development viability
of the Richard E. Wildish Community Theater, and to enhance the Springfield Downtown Urban Renewal
District.
C. The exchange of consideration specified in this Agreement will mutually benefit all parties to this Agreement.
D. CITY, SCHOOL DISTRICT, WILLAMALANE and SRDC, desire to enter into an agreement wherein each will
provide the services de~cribed in this agreement on the terms and conditions set forth herein and in Exhibit
A (attached hereto and incorporated herein by reference).
E. SRDC presently has the following remaining major outstanding financial obligations arising from its
development of the Theater:
1. A loan due and payable to Siuslaw Bank in an amount not less than $600,000 secured by a Note on the
Richard E. Wildish Community Theater property located at 630 E Main Street, Springfield, Oregon, Loan
No. . Note dated _' Deed of Trust dated
, (Recording information)
2. The Balance of a loan in the amount of approximately $93,371.55 payable to the State of Oregon,
Oregon Housing and Community Services - Community Incentive Fund Loan,
AGREEMENT
1. Donation by CITY. City agrees to donate $100,000 to the Richard E. Wildish Community Theater for the
following purposes:
Intergovernmental Agreement
ATTACHMENT 1 - PAGE 1
Page 1 of 4
A. $75,000 far helping to. pay the Nate executed by SRDC in favar af Siuslaw Bank set farth in Recital E1
abave. SRDC shall utilize this danatian to. help pay affthe laan described in Recital E1, and shall
present evidence af such pay aff to. CITY no. later than 30 days after receipt af such danatian, It is
understo.od that SRDC may nat undertake a laan to. meet the requirements af Sectian 1. It being the
intent arid agreement that SRDC has secured ar will secure danatians ar grants far the payment af the
Recital E1 abligatian to. Siuslaw Bank and nat simply replace Siuslaw Bank's laan with a new laan.
B. $25,000 far the WILDISH THEATER Endawment Fund, the incame af which is to. be dedicated far lang
term care and maintenance af the WILDISH THEATER.
2. Loan by City. CITY agrees to. pravide $100,OOO.as a laan to. Richard E. Wildish Cammunity Theater far the
purpose af paying aff the Nate executed by SRDC in favar af Siuslaw Bank as set farth in Recital E 1 abave,
This laan shall be secured by a Nate executed by SRDC in favar af CITY subject to. the fallawing canditians:
A. There shall be no. interest an the Nate.
B. The laan shall be due and payable nat later than July 1, 2018,
C. The Nate shall be fargiven, marked paid in full, and rendered af no. further farce and effect upan
presentatian af dacumentatian satisfactary to. the City af Springfield demanstrating that the laan to. the
State af Oregan referenced in Recital E2 abave has been satisfied in full with the understanding and
stipulatian that SRDC may nat undertake a laan to. meet the requirements af this Sectian 2C. It being
the intent and agreement that SRDC has secured ar will secure danatians ar grants far payment af the
Recital E2 abligatian to. the state af Oregan and nat simply replace the CITY'slaan with a new laan.
CITY wishes to. encaurage fund raising by SRDC to. pramate the ecanomic stability af WILDISH
THEATER.
D. The Nate shall be guaranteed by SCHOOL DISTRICT and WILLAMALANE.
E. The terms and canditians af the Nate specified herein shall meet the requirements af this sectian and
shall be prepared by SRDC, and shall be satisfactary to. the CITY.
3. Assignability. The rights, respansibilities and abligatians af SRDC under this Agreement maybe assigned
to. the new Richard E. Wildish Cammunity Theater, (ar anather name selected by SRDC, SCHOOL
DISTRICT and WILLAMALANE) a nan'-prafit carparatian, as described in Recital B. PROVIDED
HOWEVER, the guarantee af the Nate by SCHOOL DISTRICT and WIL LAMALANE as set farth in Sectian
20 abave shall nat be assigned. As part af such assignment the Richard E. Wildish Cammunity Theater
shall accept and all rights, respansibilities and abligatians af SRDC under this Agreement. CITY shall be
pravided a capy af such assignment dacument far review priar to. its executian.
4. Consideration. In cansideratian far the receipt af the DONATION and LOAN specified in Sectian 1 and 2
abave, SRDC shall:
A. Pravide Eugene/Springfield with high quality theater facilities at reasanable prices to. assure access and
use by a wide variety af nanprofit perfarming art graups far a periad af nat less than 10 years fram the
date af executian af this Agreement.
B. Manage the Richard E. Wildish Cammunity Theater substantially in accardance with the rearganizatian
plan far the awnership and aperatian af the Richard E. Wildish Cammunity Theater as set farth in Exhibit
A attached hereto. and incarparated herein by reference.
C. Charge far CITY usage af the Theater the lawest usage rate which is the rate charged to. Willamalane,
Schaal District 19, and SRDC functians, CITY events include nat anly specifically City af Springfield
events, but also. events scheduled by specific cammittees and entities canstituted by the Camman
Councii af the City of Springfield which are integrally in valved in the event including but nat limited to. the
Springfield Arts Cammissian, Springfield Museum, and Springfield Library.
5. Agreement Administration. Each party designates the fallawing as its representative far purpases af
administering this agreement. Either party may change its designated representative by giving written natice
to. the ather as pravided in paragraph 12.
Intergovernmental Agreement
ATTACHMENT 1 - PAGE 2
Page 2 of 4
CITY OF
SPRINGFIELD:
SPRINGFIELD
RENAISSANCE
DEVELOPMENT
CORPORA TION:
SCHOOL
DISTRICT 19:
WILLAMALANE
PARK AND
RECREA TION
DISTRICT:
6. Records/Inspection. CITY and SRDC shall each maintain records of its costs and expenses under this
agreement for a period of not less than three full fiscal years following Agency's completion of this
agreement. Upon reasonable. advance notice, either party or its authorized representatives may from time to
time inspect, audit, and make copies of the other party's records,
7. Indemnification. To the extent allowed by the Oregon Constitution and the Oregon Revised Statutes, each
of the parties hereto agrees to defend, indemnify, and save the other harmless from any claims, liability or
damages including attorney fees arising out of any error, omission or act of negligence on the part of the
indemnifying party, its officers, agents, or employees in the performance of this agreement.
8. Status. CITY, SCHOOL DISTRICT and WILLAMALANE are public. bodies and each maintains its public
body status in providing the services specified in this agreement (and any associated services) as specified
in ORS 30.260. CITY, SCHOOL DISTRICT and WILLAMALANE understand and acknowledge that each
retains all immunities and privileges granted them by the Oregon Tort Claims Act (ORS 30.260 through
30.295) and any and all other statutory rights granted as a result of the CITY's status as local public bodies.
9. Workers Compensation Insurance. SRDC is a subject employer that will comply with ORS 656.017.
10. Assignment. No party shall assign this agreement in whole or in part, or any right or obligation hereunder,
without the other party's written approval.
11. Compliance With Laws. SRDC shall comply with all applicable federal, state, and local laws, rules,
ordinances, and regulations at all times and in the performance of the work,
12. Notices. Any notices permitted or required by this agreement shall be deemed given when personally
delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested"
addressed to the representative designated in paragraph 4. Either party may change its address by notice
given to the other in accordance with this paragraph.
Intergovernmental Agreement
ATTACHMENT 1 - PAGE 3
Page 3 of 4
13. Integration. This agreement embodies the entire agreement of the parties. There are no promises, terms,
conditions or obligations other than those contained herein. This contact shall supersede all prior
communications, representations or agreements, either oral orwritten, between the parties, This agreement
shall not be_ ~rnended except in writing, signed by both parties.
14. Interpretation. This agreement shall be governed by and interpreted in accordance with the laws of the
state of Oregon.
15. Signatures.
CITY OF SPRINGFIELD:
SPRINGFIELD SCHOOL DISTRICT 19:
By:
By:
(signature)
(signature)
Name:
Name:
Title:
Title:
WlllAMAlANE PARK AND RECREATION DISTRICT:
SPRINGFIELD RENAISSANCE DEVELOPMENT
CORPORATION:
By:
(signature)
By:
(signature)
Name:
Name:
Title:
Title:
N: City /Cou ncil/Wild ish Theater/I GA. doc
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OFFICE OF CITY ATTORNEY
Intergovernmental Agreement
ATTACHMENT 1 - PAGE 4_
Page 4 of 4