TCDA Resolution No. 21-05 CITY OF TIGARD, OREGON
TIGARD TOWN CENTER DEVELOPMENT AGENCY
RESOLUTION NO. 21-
A RESOLUTION OF THE TIGARD TOWN CENTER DEVELOPMENT AGENCY
AUTHORIZING INDEBTEDNESS FOR CAPITAL PROJECTS DESCRIBED IN THE URBAN
RENEWAL PLANS FOR THE CITY CENTER URBAN RENEWAL AREA AND THE TIGARD
TRIANGLE URBAN RENEWAL AREA.
WHEREAS, the Town Center Development Agency (the "Agency") is authorized by ORS Chapter 457 to
incur indebtedness to carry out its urban renewal plan and by ORS Chapter 190 to enter into
intergovernmental agreements; and
WHEREAS, the City of Tigard expects to finance (1) projects (the "City Center Projects") described in the
City Center Urban Renewal Plan, as it has been and may be amended in accordance with its terms (the "City
Center Plan") in an amount not to exceed $1,100,000 and (2) projects (the "Tigard Triangle Projects" and
together with the City Center Projects, the"Projects") described in the Tigard Triangle Urban Renewal Plan,
as it has been and may be amended in accordance with its terms (the "Tigard Triangle Plan") in an amount
not to exceed$3,650,000;and
WHEREAS, the Agency agrees to pay the debt service related to the financing of the City Center Projects
from the tax increment revenues of the Agency's City Center Urban Renewal Area (the "City Center Area");
and
WHEREAS,the City Center Projects are urban renewal projects described in the City Center Plan,and
WHEREAS, City Center Area is projected to have sufficient tax increment revenues to pay the debt service
on the City's financing of the City Center Projects;and
WHEREAS, the Agency is willing to commit tax increment revenues from the City Center Area in amounts
sufficient to pay up to $1,100,000 in principal amount of financing for the City Center Projects and costs of
issuance related to the financing;and
WHEREAS,the Agency has sufficient maximum indebtedness remaining under the City Center Plan to incur
up to $1,100,000 of maximum indebtedness to finance the City Center Projects;and
WHEREAS,the Agency agrees to pay the debt service related to the financing of the Tigard Triangle Projects
from the tax increment revenues of the Agency's Tigard Triangle Urban Renewal Area (the "Tigard Triangle
Area");and
WHEREAS, the Tigard Triangle Projects are urban renewal projects described in the Tigard Triangle Plan;
and
WHEREAS,Tigard Triangle Area is projected to have sufficient tax increment revenues to pay the debt sen-ice
on the City's financing of the Tigard Triangle Projects;and
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RESOLUTION NO. 21-O5—
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WHEREAS,the Agency is willing to commit tax increment revenues from the Tigard Triangle Urban Renewal
Area in amounts sufficient to pay up to $3,650,000 in principal amount of financing for the Tigard Triangle
Projects and costs of issuance related to the financing;and
WHEREAS, the Agency has sufficient maximum indebtedness remaining under the Tigard Triangle Plan to
incur up to $3,650,000 of maximum indebtedness to finance the Tigard Triangle Projects.
NOW,THEREFORE,BE IT RESOLVED by the Town Center Development Agency that:
SECTION 1: City Center Intergovernmental Agreement authorized. The Board hereby authorizes the
Agency to enter into an intergovernmental agreement (the "City Center IGA") with the City
that obligates the Agency to pay up to$1,100,000 in principal amount,plus interest,to finance
the City Center Projects and to pay costs associated with the financing. The City Center IGA
shall constitute indebtedness of the Agency that is payable solely from the tax increment
revenues of City Center Area and interest earnings on those tax increment revenues.The City
Center IGA shall be in substantially the form attached to this resolution as Exhibit A but with
such changes as are approved pursuant to 0.
SECTION 2: Tigard Triangle Intergovernmental Agreement authorized. The Board hereby authorizes the
Agency to enter into an intergovernmental agreement (the "Tigard Triangle IGA") with the
City that obligates the Agency to pay up to $3,650,000 in principal amount, plus interest, to
finance the Tigard Triangle Projects and to pay costs associated with the financing.The Tigard
Triangle IGA shall constitute indebtedness of the Agency that is payable solely from the tax
increment revenues of Tigard Triangle Area and interest earnings on those tax increment
revenues.The Tigard Triangle IGA shall be in substantially the form attached to this resolution
as Exhibit A but with such changes as are approved pursuant to 0.
SECTION 3: Delegation. The Executive Director of the Agency or their designee,is hereby authorized,on
behalf of the Agency and without further action by the Agency Board, to negotiate the final
terms of and execute the City Center IGA and the Tigard Triangle IGA and to execute any
documents and take any other actions that are desirable to assist the City in financing the
Projects.
SECTION 4: This resolution is effective immediately upon passage.
PASSED: This day of
Chair-City of Tigard
Town Center Development Agency
ATTEST:
City Recorder-City of Tigard
Town Center Development Agency
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RESOLUTION NO.21-0-5-
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EXHIBIT A
Form of Intergovernmental Agreement
RESOLUTION NO. 21-
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EXHIBIT A
Intergovernmental Agreement
to Make Financing Payments
by and between the
Town Center Development Agency, Oregon
and the
City of Tigard, Oregon
Dated as of , 2021
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TABLE OF CONTENTS
Section1. Definitions and Recitals.......................................................................................... 1
(1) DEFINITIONS.................................................................................................................................................1
(2) FINDINGS......................................................................................................................................................2
Section2. The Financing Payments........................................................................................2
(1) THE FINANCING PAYMENTS..........................................................................................................................2
(2) SECURITY FOR THE OBLIGATION OF THE AGENCY TO PAY THE FINANCING PAYMENTS. ..............................2
Section3. Prepayment..............................................................................................................3
Section4. Estoppel....................................................................................................................3
Section5. Title...........................................................................................................................3
Section6. Miscellaneous...........................................................................................................3
(1) BINDING EFFECT...........................................................................................................................................3
(2) SEVERABILITY..............................................................................................................................................3
(3) AMENDMENTS..............................................................................................................................................3
(4) EXECUTION IN COUNTERPARTS....................................................................................................................3
(5) APPLICABLE LAW.........................................................................................................................................4
(6) RULES OF CONSTRUCTION............................................................................................................................4
(7) HEADINGS. ...................................................................................................................................................4
Intergovernmental Agreement
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Intergovernmental Agreement
to Make Financing Payments
This Intergovernmental Agreement to Make Financing Payments is dated as of , 2021, and
is entered into by and between the Town Center Development Agency, Oregon, (the"Agency")
and the City of Tigard, 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 which are defined in this Section 1(1) shall have the following meanings:
[City Center: "2007 IGA"means the Intergovernmental Agreement to Make Loans Between the
City of Tigard and the Tigard City Center Development Agency dated as of June 12, 2007.]
"2019A IGA"means the Intergovernmental Agreement for the Provision of Administrative and
Development Services Between the City of Tigard and the Town Center Development Agency
dated July 30, 2019.
[City Center: "2019B IGA"means the Intergovernmental Agreement to Make Financing
Payments between the City and the Agency, which is dated as of August 29, 2019.]
"Financing Agreement"means the Financing Agreement, Series 2021[A/B] between the City
and the Lender in the principal amount of$[___j to finance the Projects and pay costs of
issuance,which is dated as of[�, 2021.
"Financing Payments"means the principal and interest payments the City is required to make to
the Lender under the Financing Agreements.
"Lender"means [ ], or its successors or assigns.
"Plan"means the [City Center/Tigard Triangle] Urban Renewal Plan, as it has been and may be
amended in accordance with its terms.
"Projects"means the"[City Center/Tigard Triangle] Projects" as defined in the Resolutions.
"Resolutions"means City Resolution No. 21- adopted by the City Council on [ ], 2021
and Agency Resolution No. 21- adopted by the Board of Directors of the Agency on [ ],
2021.
"Tax Increment Revenues"means all revenues which the Agency collects for the [City
Center/Tigard Triangle] Urban Renewal Area under the provisions of Article IX, Section 1 c of
the Oregon Constitution and ORS Chapter 457.
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(2) Findings.
(A) The City has entered into the Financing Agreement to finance costs of the
Projects and to pay the cost of issuance of the Financing Agreement.
(B) The Projects are or at the time proceeds of the Financing Agreement are spent will
be 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 it receives from the City under this
Intergovernmental Agreement on the Projects so long as they are described in the Plan
and located in the [City Center/Tigard Triangle] Urban Renewal Area.
(F) The Agency has approximately [City Center: $ /Tigard Triangle: $ ]
of unused maximum indebtedness under the [City Center/Tigard Triangle] Urban
Renewal Area available prior to executing this Intergovernmental Agreement and [City
Center: $ /Tigard Triangle: $ ] of the amount of this Intergovernmental
Agreement will count against that limit.
Section 2. The Financing Payments.
(1) The Financing Payments.
The Agency hereby agrees to pay to the Lender or the City, not less than one business day prior
to the dates on which the Financing Payments are due to the Lender, amounts that are equal to
the Financing Payments in a maximum principal amount of$[ ]. The amounts and dates of
the Financing Payments are shown in Exhibit A. The Agency further agrees to give the City
notice if it has sent funds directly to the Lender to pay the Financing Payments.
(2) Security for the Obligation of the Agency to Pay the Financing Payments.
This Intergovernmental Agreement shall constitute indebtedness of the Agency in a principal
amount that is equal to the Financing Amount. The Agency is obligated to make the payments
due under this Intergovernmental Agreement solely from the Tax Increment Revenues. Pursuant
to ORS 287A.310, the Agency pledges the Tax Increment Revenues to pay the amounts
described in Section 2(l). [City Center: The pledge in the third sentence of this Section 2 (2) is
on a parity with the pledge of the Tax Increment Revenues that secures the 2007 IGA, the 2019A
IGA, the 2019B IGA, and any other indebtedness the Agency is obligated to pay to the City.]
The pledge in the third sentence of this Section 2 (2) is subordinate to any indebtedness that the
Agency is obligated to pay to persons other than the City[Tigard Triangle: , including any bonds
issued pursuant to the Master Borrowing Declaration for the Tigard Triangle Urban Renewal
Area dated as of[ , 2021] (the"Master Borrowing Declaration") and on a parity with the
pledge of Tax Increment Revenues that secure the 2019A IGA].
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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 which 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 Agreements shall have a lien on, or security
interest in the Projects.
Section 6. Miscellaneous.
(1) Binding Effect.
This Intergovenunental 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 writing 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.
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(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 Washington County, Oregon.
(6) Rules of Construction.
References to section numbers in documents which 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.
IN WITNESS WHEREOF, the Agency and the City have executed this Intergovernmental
Agreement as of the date indicated above.
For the Town Center Development Agency of the
City of Tigard, Oregon
Steve Rymer, Executive Director
[The signature of the City appears on the following page.]
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V�
For the City of Tigard, Oregon
Steve Rymer, City Manager
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EXHIBIT A
FINANCING PAYMENT SCHEDULE
Principal and interest requirements are outlined in the following table. Principal due under the
Financing Agreement bears interest at a fixed annual interest rate of[_] hundredths percent
[_]%per annum, calculated on a 30/360 day basis.
Total
Date Principal Interest Payment
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Exhibit A to Intergovernmental Agreement
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