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HomeMy WebLinkAboutResolution SEDA 2015-05 10/19/2015 SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY RESOLUTION NO. SEDA2015-05 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 pay for the cost of projects in the Plan, including reconstruction of a portion of Franklin Boulevard (collectively, the "Projects") in an amount not to exceed $3,000,000 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 $3,000,000 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, SEDA has the capacity remaining under that maximum indebtedness limit and is willing to use $3,000,000 of that maximum indebtedness to finance the Projects. NOW THEREFORE BE IT RESOLVED, by the Board of SEDA 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 $3,000,000 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. 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 Page 1 of 2 - Resolution 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 Springfield Economic Development Agency, 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 shall become effective upon adoption. •4A0.C.2h. Sean VanGordon, Chair Springfield Economic Development Agency ATTEST: Amy Sowa, C. Recorder Page 2 of 2 - Resolution RESOLUTION NO.SEDA 2015-05 Intergovernmental Agreement to Make Loan 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 2015-05 TABLE OF CONTENTS Section 1. Definitions and Recitals 1 (1) Definitions. 1 (2) Findings. 1 Section 2. The Loan Payments. 2 (1) The Loan Payments. 2 (2) Security for the Obligation of SEDA to Pay the Loan Payments. 2 Section 3. Prepayment 2 Section 4. Estoppel 2 Section 5. Title Error! Bookmark not defined. Section 6. Miscellaneous 2 (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—Loan Payments Exhibit A RESOLUTION NO.SEDA 2015-05 Intergovernmental Agreement to Make Loan Payments This Intergovernmental Agreement to Make Loan Payments (the "Intergovernmental Agreement") is dated as of , and is entered into by and between the Springfield Economic Development Agency, Oregon ("SEDA") and the City of Springfield, Oregon ("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. "Loan"means the loan between the City and SEDA in the principal amount of$3,000,000 to finance the Projects. "Loan payment"means the principal and interest payments SEDA is required to make to the City. "Plan"means SEDA'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 a portion of Franklin Boulevard. "Tax Increment Revenues" means all revenues that SEDA 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 loaned SEDA $3,000,000 for the costs of the Projects. (B) The Projects are properly described as urban renewal projects in the Plan. (C) SEDA is authorized to spend Tax Increment Revenues to pay for the costs of the Projects. (D) The Projects will assist SEDA in carrying out its Plan. (E) SEDA 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 SEDA. Exhibit A RESOLUTION NO.SEDA 2015-05 (F) SEDA has $ of unused maximum indebtedness available prior to executing this Intergovernmental Agreement. Section 2. The Loan Payments. (1) The Loan Payments. SEDA hereby agrees to pay to the City amounts that are owing under the loan. The amounts and dates of the Loan Payments are shown in Exhibit A. (2) The Loan Terms. The loan is for$3,000,000. Principal and interest to be paid over a ten (10) year period at an interest rate not to exceed 3%. (2) Security for the Obligation of SEDA to Pay the Loan Payments. This Intergovernmental Agreement shall constitute indebtedness of SEDA in the amount of the Financing Agreement. SEDA 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, SEDA 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 SEDA 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 the following Intergovernmental Agreements/borrowings: [To be completed] Section 3. Prepayment. SEDA may exercise its option to prepay the Loan without first obtaining consent from the City or paying a prepayment penalty. Section 4. Estoppel. SEDA 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 SEDA that is enforceable against SEDA 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. Miscellaneous. Exhibit A RESOLUTION NO.SEDA 2015-05 (1) 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. (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 2015-05 IN WITNESS WHEREOF, SEDA 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 C Exhibit A RESOLUTION NO.SEDA 2015-05 . • EXHIBIT A I Q Loan Payments O EXHIBIT A, ATTACHMENT A RESOLUTION NO. SEDA 2015-05