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Resolution SEDA 2018-01 01/08/2018
© SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY RESOLUTION NO. SEDA2018-01 A RESOLUTION AUTHORIZING INDEBTEDNESS FOR CAPITAL PROJECTS DESCRIBED IN THE URBAN RENEWAL PLAN FOR THE GLENWOOD URBAN RENEWAL AREA. WHEREAS, the Springfield Economic Development SEDA ("SEDA") is authorized to enter into borrowings that are payable from the tax increment revenues of the Glenwood Urban Renewal Area (the "Area"); and WHEREAS, SEDA desires to borrow up to $3,000,000 to finance property acquisitions that are expected to be used for development by the public or private sector (the "Projects") that are located in the Area and are described in the urban renewal plan for the Area; and WHEREAS, the City has approved a maximum indebtedness for the Area of $32,860,000 and SEDA has the capacity and is willing to use $3,000,000 of that maximum indebtedness to finance the Projects; and WHEREAS, in 2016 SEDA previously obtained a borrowing of $2,000,000 to finance Projects in the Area; and WHEREAS, SEDA pays certain amounts due under an Intergovernmental Agreement between SEDA and the City of Springfield (the "IGA") with tax increment revenues of the Area; and WHEREAS, SEDA desires to issue the borrowings authorized by this resolution with a lien on the tax increment revenues of the Area that is superior to SEDA's obligation to make payments under the IGA. NOW THEREFORE BE IT RESOLVED, by the Board of Directors of SEDA, an Urban Renewal Agency in the State of Oregon, as follows: Section 1. Definitions. Unless the context clearly requires otherwise capitalized terms that are used in this Resolution shall have the following meanings: "2018 Borrowing" means SEDA's Urban Renewal Borrowing (Glenwood Urban Renewal Area), Series 2018 that is authorized by Section 2 of this Resolution. "Area" means SEDA's Glenwood Urban Renewal Area. "City" means the City of Springfield, Oregon. "SEDA" means the Springfield Economic Development Agency. Page 1 of 3 RESOLUTION NO. SEDA2018-01 "SEDA Official" means the City Manager, the Finance Director or the person designated by the City Manager to act on behalf of SEDA under this Resolution. Section 2. The 2018 Borrowing. 2.1 Authorization. SEDA hereby authorizes the sale and delivery of the 2018 Borrowing in a principal amount not to exceed three million dollars ($3,000,000) pursuant to the applicable provisions of ORS Chapters 287A and 457. The proceeds of the 2018 Borrowing shall be used to finance the Projects, to fund a debt service reserve, if necessary, and to pay costs of issuing the 2018 Borrowing. 2.2 Delegation. A SEDA Official may, on behalf of SEDA and without further action by the Board of Directors: (A) Select a commercial bank or other lender with which to negotiate, execute and deliver the 2018 Borrowing, purchase agreement and related documents. Subject to the limitations of this Resolution, the 2018 Borrowing, purchase agreement and related documents may be in such form and contain such terms (including but not limited to covenants, events of and remedies for default and financial reporting requirements) as a SEDA Official may approve. (B) Provide that the 2018 Borrowing will be on a parity with the existing, 2016 borrowing, and amend the existing master borrowing declaration to provide for payment of the 2018 Borrowing. (C) Provide that the 2018 Borrowing will be secured by a lien on the tax increment revenues of the Area that is subordinate to the lien that secures the existing, 2016 borrowing, and prepare and execute a subordinate master borrowing declaration that describes the terms under which the 2018 Borrowing and future borrowings subordinate to the 2018 Borrowing ("Subordinate Borrowings") may be issued, the covenants that SEDA makes with the owners of the Subordinate Borrowings, the form of the 2018 Borrowing, and the administrative provisions relating to the 2018 Borrowing. (D) Make covenants for the benefit of the owner of the 2018 Borrowing, including but not limited to covenants that: (i) require SEDA not to reduce collection of tax increment levels below specified amounts; (ii) prohibit borrowings that have a lien on the tax increment revenues of the Area that is superior to the lien that secures the 2018 Borrowing; (iii) limit the amount of borrowings that may be done with lien on the tax increment revenues of the Area that is equal to the lien securing the 2018 Borrowing; (iv) restrict the deposit and application of the tax increment revenues of the Area to insure timely payment of the 2018 Borrowing; and (v) limit SEDA's ability to remove property from the Area. Page 2 of 3 RESOLUTION NO. SEDA2018-01 (L) Enter into covenants to maintain the tax-exempt status of the 2018 © Borrowing under the Internal Revenue Code of 1986, as amended (the "Code") or issue the 2018 Borrowing as a taxable borrowing. (F) Enter into additional covenants for the benefit of the purchaser of the 2018 Borrowing which a SEDA Official determines are desirable to sell the 2018 Borrowing on favorable terms. (G) Establish the final principal amounts, maturity schedules, interest rates, sale prices, payment and prepayment terms and dates of the 2018 Borrowing. (H) Pledge the tax increment revenues of the Area and the proceeds of the 2016 Borrowing to secure the 2018 Borrowing. (1) Issue, sell and deliver the 2018 Borrowing. (.1) Amend the IGA to make clear the 2018 Borrowing and Parity Borrowings are issued with a superior lien. (K) Amend the IGA to make clear the 2018 Borrowing and Subordinate Borrowings are issued with a superior lien. (L) Execute any documents and take any other action which a SEDA COfficial finds is desirable to carry out this Resolution. Adopted by the Board of Directors of SEDA, an Urban Renewal Agency of the City of Springfield by a vote of 6 for and 0 against this 8th day of January, 2018. (2 absent)- Lei ken and Wyl ie THIS RESOLUTION is effective immediately upon adoption. -e-igg Sean VanGordon, Chair Springfield Economic Development Agency ATTEST: (114/Vt.. o �� REVIEWED & PPROVED Amy , City Recorder AS T• ai Q DATE: �AVAFL; LEGALC•UN EL Page 3of3 RESOLUTION NO. SEDA2018-01