HomeMy WebLinkAboutItem 03 SEDA Resolution Approving Advance Repay IGA Amendment 2023AGENDA ITEM SUMMARY
Meeting Date:
Meeting Type:
Staff Contact/Dept.:
Staff Phone No:
Estimated Time:
3/6/2023
Regular Meeting
Kristina Kraaz, CAO
541-744-4061
Consent Calendar
SPRINGFIELD Council Goals: Encourage Economic
CITY COUNCIL Development and
Revitalization through
Community Partnerships
ITEM TITLE: AMENDING THE INTERGOVERNMENTAL AGREEMENT (IGA) BETWEEN
THE CITY OF SPRINGFIELD AND THE SPRINGFIELD ECONOMIC
DEVELOPMENT AGENCY (SEDA) TO ADVANCE AND REPAY FUNDS
NEEDED FOR URBAN RENEWAL PROJECTS
ACTION
Approve/Not Approve the following resolution: A RESOLUTION
REQUESTED:
AUTHORIZING THE AMENDMENT OF THE INTERGOVERNMENTAL
AGREEMENT WITH SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY
TO ADVANCE AND REPAY FUNDS NEEDED FOR URBAN RENEWAL
PROJECTS
ISSUE
Whether the City Council and SEDA Board should amend the Intergovernmental
STATEMENT:
Agreement to Advance and Repay Funds (IGA), to agree to subordinate recent and
upcoming borrowing for the Downtown Urban Renewal area
ATTACHMENTS:
1: Resolution with Exhibit A: Intergovernmental Agreement to Advance and Repay
Funds Needed for Urban Renewal Projects
DISCUSSION/ City and SEDA have an intergovernmental agreement to advance and repay funds
FINANCIAL needed for urban renewal projects up to $1,500,000. The current agreement has
IMPACT: language that makes the City's claim to tax increment revenues superior to all other
pledges or commitments SEDA makes, except for the 2016 Glenwood borrowing.
To move forward with the Downtown borrowing for approved by SEDA at the
January 9, 2023 meeting, the City and SEDA must amend the IGA to include
language that subordinates the City's claim to SEDA Tax Increment Funds, to
SEDA's commitment to repay borrowed funds under the Master Borrowing
Declaration for Downtown, which is expected to be executed April 2023. The
SEDA Board approved the amendment by Resolution 2023-02 adopted January 9,
2023.
The amendment also includes a housekeeping updates the references to the
Glenwood Master Borrowing Declaration from the expected date of execution to
the actual date of execution on October 3, 2016, and adds reference to the
Supplemental Declaration dated May 23, 2018 and Second Supplemental
Declaration dated November 29, 2022.
100027024:11
CITY OF SPRINGFIELD, OREGON
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE AMENDMENT OF THE INTERGOVERNMENTAL
AGREEMENT WITH SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY TO ADVANCE AND
REPAY FUNDS NEEDED FOR URBAN RENEWAL PROJECTS
WHEREAS, the City of Springfield voters approved the formation of the Glenwood Urban Renewal
District on November 29, 2005;
WHEREAS, the City of Springfield voters approved the formation of the Downtown Urban Renewal
District on November 6, 2007;
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;
WHEREAS, the City of Springfield is a municipal corporation of the state of Oregon and authorized by
Oregon Revised Statutes Chapter 190 to enter into intergovernmental agreements;
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;
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, June 20, 2016 and October 3, 2016;
WHEREAS, SEDA authorized indebtedness for capital projects described in the Downtown Urban
Renewal Plan through Resolution No. SEDA2023-02, dated January 9, 2023; and
WHEREAS, SEDA desires to issue the borrowings authorized by Resolution No. SEDA2023-02, dated
January 9, 2023, with a lien on the tax increment revenues of the Downtown 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:
Section 1: The City Council hereby authorizes the City Manager to enter into an amended
Intergovernmental Agreement to Advance and Repay Funds for Needed Urban Renewal Projects (the
"IGA") in substantially the form attached hereto as Exhibit A but with such changes as the SEDA Chair
or 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
Downtown Urban Renewal Area to the pledge that secures Senior Lien Borrowings issued under the
Master Declaration.
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Attachment 1 Page 1 of 8
Section 2: This Resolution will take effect upon adoption by the Council.
ADOPTED by the Common Council of the City of Springfield this day of ,
by a vote of for and against.
ATTEST:
City Recorder
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Attachment 1 Page 2 of 8
Exhibit A Page 1 of 6
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, October 3, 2016
and March 6, 2023
Contract #670
{00027869:2} IGA C670 SEDA
Attachment 1 Page 3 of 8
1 of 6
3762830.2 046513 AGMT
Exhibit A Page 2 of 6
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
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Attachment 1 Page 4 of 8
Exhibit A Page 3 of 6
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 , as further amended October 3, 2016, and as further amended on March 6,
2023 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.
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Attachment 1 Page 5 of 8
Exhibit A Page 4 of 6
B. 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 dated October
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Attachment 1 Page 6 of 8
Exhibit A Page 5 of 6
121 2016, as amended and supplemented, including as supplemented by the First
Supplemental Borrowing Declaration dated May 23, 2018, and the Second Borrowing
Supplemental Declaration dated November 29, 2022. The pledge of Tax Increment
Revenues from the Downtown 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 for the
Downtown Urban Renewal Area, which is expected to be executed April 2023, as it
may be amended and supplemented. Other than as described in the previous two
sentences, 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.
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Attachment 1 Page 7 of 8
Exhibit A Page 6 of 6
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.
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
Joe Pishioneri, SEDA Chair
CITY OF SPRINGFIELD, OREGON
Nancy Newton, City Manager
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Attachment 1 Page 8 of 8
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