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Resolution SEDA 2015-06 10/19/2015
• SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY RESOLUTION NO. SEDA2015-06 A RESOLUTION AUTHORIZING INDEBTEDNESS FOR CAPITAL PROJECTS DESCRIBED IN THE URBAN RENEWAL PLAN FOR THE GLENWOOD URBAN RENEWAL AREA. WHEREAS, the Springfield Economic Development Agency("SEDA") is authorized by Oregon Revised Statutes Chapter 457 to incur indebtedness to carry out its Glenwood Urban Renewal Plan(the"Plan") and by Oregon Revised Statutes Chapter 190 to enter into intergovernmental agreements; and, WHEREAS, the City of Springfield, Oregon (the "City") has agreed to finance a portion of the cost of projects in the Plan, including reconstruction of a section of Franklin Boulevard (collectively, the "Projects") in an amount not to exceed $3,700,000 and wishes to pay the debt service from the tax increment revenues of the Glenwood Urban Renewal Area (the "Area"); and, WHEREAS, all of the Projects will be located within the within the Area and owned by SEDA or the City; and, WHEREAS, the Area is projected to have sufficient tax increment revenues to pay the debt service on the City's financing for the Projects; and, WHEREAS, SEDA is willing to commit tax increment revenues from the Area in amounts sufficient to pay up to $3,700,000 in principal amount of financing for the Projects, plus interest; 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 $3,700,000 of that maximum indebtedness to finance the Projects, WHEREAS the purpose of the $3,700,000 is to provide matching funds should the City of Springfield be awarded a Transportation Investment Generating Economic Recovery ("TIGER") grant from the U.S. Department of Transportation; and, NOW THEREFORE BE IT RESOLVED, by the Board of Directors of SEDA, an Urban Renewal Agency in the State of Oregon, as follows: 1. The Board of SEDA hereby authorizes SEDA to enter into an intergovernmental agreement with the City that obligates SEDA to pay up to $3,700,000 in principal amount, plus interest, to finance the Projects and pay costs of issuance of the financing. The intergovernmental agreement shall constitute indebtedness of SEDA that is payable solely from the tax increment revenues of the Area and interest earnings on those tax increment revenues. The intergovernmental agreement shall be in substantially the form attached to this resolution as Exhibit A but with such changes as are approved pursuant to Section 2 of this resolution. Page 1 of 2 - Resolution 2. The City Manager, the Finance Director of the City or a person designated by the City Manager to act under this resolution is hereby authorized, on behalf of SEDA and without further action by the Board of SEDA to negotiate the final terms of and execute the intergovernmental agreement described in Section 1 of this resolution, and to execute any documents and take any other actions that are desirable to assist the City in financing the Projects. Adopted by the Board of Directors of SEDA, an Urban Renewal Agency of the City of Springfield by a vote of 7 for and 0 against this nineteenth day of October, 2015. (1 absent) THIS RESOLUTION is effective immediately upon adoption. Sean VanGordon, Chair Springfield Economic Development Agency ATTEST: Amy Sowa, Ci Recorder Page 2 of 2 - Resolution RESOLUTION NO.SEDA 2015-06 rt Intergovernmental Agreement to Make Financing Payments by and between the Springfield Economic Development Agency, Oregon and the City of Springfield, Oregon Dated as of , 2015 Exhibit A RESOLUTION NO. SEDA 2015-06 TABLE OF CONTENTS Section 1. Definitions and Recitals 1 (1) Definitions 1 (2) Findings. 1 Section 2. The Financing Payments. 2 (1) The Financing Payments. 2 (2) Security for the Obligation of the Agency to Pay the Financing Payments 2 Section 3. Prepayment 2 Section 4. Estoppel 2 Section 5. Title 2 Section 6. Miscellaneous 3 (1) Binding Effect. 3 (2) Severability 3 (3) Amendments 3 (4) Execution in Counterparts. 3 (5) Applicable Law. 3 (6) Rules of Construction 3 (7) Headings 3 Exhibit A—Financing Payments Exhibit A RESOLUTION NO.SEDA 2015-06 • Intergovernmental Agreement to Make Financing Payments This Intergovernmental Agreement to Make Financing Payments (the "Intergovernmental Agreement") is dated as of , and is entered into by and between the Springfield Economic Development Agency, Oregon (the"Agency") and the City of Springfield, Oregon(the "City"). The parties hereby agree as follows: Section 1. Definitions and Recitals. (1) Definitions. Unless the context clearly requires otherwise, capitalized terms used in this Intergovernmental Agreement that are defined in this Section 1(1) shall have the following meanings: "Area"means the Glenwood Urban Renewal Area described in the Plan. "Financing Agreement" means the Financing Agreement (Urban Renewal Projects) between the City and Bank in the principal amount of$ to finance the Projects, which is dated as of , 2015. "Financing Payments"means the principal and interest payments the City is required to make under the Financing Agreement. "Plan" means the Agency's Glenwood Urban Renewal Plan approved by City Ordinance No. 6103, as that plan may in the future be, amended. "Projects" means projects described in the Plan, including reconstruction of Franklin Boulevard. "Tax Increment Revenues" means all revenues that the Agency collects for the Glenwood Urban Renewal Area under the provisions of Article IX, Section 1 c of the Oregon Constitution and Oregon Revised Statutes Chapter 457. (2) Findings. (A) The City has entered into the Financing Agreement to finance costs of the Projects and to pay costs of issuance. (B) The Projects are properly described as urban renewal projects in the Plan. (C) The Agency is authorized to spend Tax Increment Revenues to pay for the costs of the Projects. (D) The Projects will assist the Agency in carrying out its Plan. (E) The Agency will only spend the proceeds of the Financing Agreement it receives from the City on the Projects so long as the Projects are described in the Plan, located in the Area, and are owned by the City or the Agency. Exhibit A RESOLUTION NO.SEDA 2015-06 • © (F) The Agency has $ to executing this Intergovernmental of unusedAgreememaxntimum. indebtedness available prior Section 2. The Financing Payments. (1) The Financing Payments. The Agency hereby agrees to pay to the City,not less than five business day prior to the dates on which the City is required to pay the Financing Payments,amounts that are equal to the Financing Payments. The amounts and dates of the Financing Payments are shown in Exhibit A. (2) Security for the Obligation of the Agency to Pay the Financing Payments. This Intergovernmental Agreement shall constitute indebtedness of the Agency in the amount of the Financing Agreement. The Agency is obligated to make the payments due under this Intergovernmental Agreement solely from the Tax Increment Revenues. Pursuant to Oregon Revised Statutes Section 287A.310,the Agency pledges the Tax Increment Revenues to pay the amounts described in Section 2(1)of this Intergovernmental Agreement. The pledge that secures this Intergovernmental Agreement shall be superior to all other pledges or commitments of Tax Increment Revenues that the Agency makes, unless the City agrees in writing to subordinate its claim against the Tax Increment Revenues or to grant a lien on the Tax Increment Revenues on parity. However,the pledge of Tax Increment Revenues to pay amounts described in Section 2(1)of this Intergovernmental Agreement is subordinate to/on parity with the pledge that secures Othe following Intergovernmental Agreements/borrowings: [To be completed] Section 3. Prepayment. If the City exercises its option to prepay the Financing Payments in whole or in part,unless the Agency consents in advance and in writing,the Agency shall not be obligated to prepay the amounts due from it under this Intergovernmental Agreement. Section 4. Estoppel. The Agency hereby certifies,recites and declares that all things, conditions and acts required by the Constitution and Statutes of the State of Oregon and by this Intergovernmental Agreement to exist,to have happened and to have been performed precedent to and in the execution and the delivery of this Intergovernmental Agreement, do exist, have happened and have been performed in due time, form and manner, as required by law, and that this Intergovernmental Agreement is a valid and binding obligation of the Agency that is enforceable against the Agency in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws or judicial decisions or principles of equity relating to or affecting the enforcement of creditors' rights or contractual obligations generally. Section 5. Title. Neither the City nor the owner of the Financing Agreement shall have a lien on or security interest in the Projects. Exhibit A RESOLUTION NO. SEDA 2015-06 • Section 6. Miscellaneous. (1) Binding Effect. This Intergovernmental Agreement shall inure to the benefit of and shall be binding upon the Agency and the City and their respective successors and assigns. (2) 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 render unenforceable any other provisions hereof. (3) Amendments. This Intergovernmental Agreement may be amended only by a written document signed by both parties. (4) 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. (5) Applicable Law. This Intergovernmental Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. Any action regarding this Intergovernmental Agreement or the transactions contemplated hereby shall be brought in an appropriate court of the State of Oregon in Lane County, Oregon. (6) Rules of Construction. References to section numbers in documents that do not specify the document in which the section is located shall be construed as references to section numbers in this Intergovernmental Agreement. (7) 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. Exhibit A RESOLUTION NO.SEDA 2015-06 IN WITNESS WHEREOF, the Agency and the City have executed this Intergovernmental Agreement as of the date indicated above. For the Springfield Economic Development Agency, Oregon Authorized Officer For the City of Springfield, Oregon Authorized Officer 0 Exhibit A RESOLUTION NO.SEDA 2015-06 © EXHIBIT A Loan Payments 0 C EXHIBIT A, ATTACHMENT A RESOLUTION NO. SEDA 2015-06