Resolution No. 14-20 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO.L� - a (D
A RESOLUTION AUTHORIZING FINANCING OF A CAPITAL PROJECT
DESCRIBED IN THE URBAN RENEWAL PLAN FOR THE CITY CENTER URBAN
RENEWAL AREA.
WHEREAS, the City is authorized by Oregon Revised Statutes Section 271.390 to enter
into financing agreements to finance or refinance real or personal property which the City
Council determines is needed; and
WHEREAS, it is desirable to obtain up to $1,400,000 of financing to acquire the property
located at 9110 SW Burnham St. in the City of Tigard, Washington County, Oregon, which is
within the City Center Urban Renewal Area (the "Project"); and,
WHEREAS, the City Center Development Agency is projected to have sufficient tax
increment revenues to pay the amounts due from the City in connection with the financing of the
Project, and will enter into an intergovernmental agreement with the City to use tax increment
revenues to pay those amounts;
NOW, THEREFORE, the City of Tigard resolves as follows:
Section 1. Determination of Need. The City Council hereby determines that the Project is
needed.
Section 2. Financing Agreement Authorized. The City Council hereby authorizes the City to
obtain up to $1,400,000 in principal amount of financing for the Project pursuant to
ORS 271.390. Proceeds of the financing may be used to finance the Project and to pay costs
related to the financing.
Section 3. Delegation. The City Manager or the Financial and Information Services Director, or
the designee of the City Manager or the Financial and Information Services Director(each of
whom is referred to herein as a"City Official") is hereby authorized, on behalf of the City and
without further action by the City Council,to:
(1) Negotiate, execute and deliver a financing agreement(the"Financing Agreement") in an
aggregate principal amount that does not exceed $1,400,000 to finance the Project and
pay costs related to the financing. Subject to the limitations of this Resolution, the
Financing Agreement may be in such form and contain such terms as the City Official
may approve.
(2) Enter into covenants that restrict the use of the Project and the sale terms of the Project to
comply with the constitutional "lending of credit"prohibition.
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(3) Determine the final principal amount, interest rates,payment dates,prepayment rights and
all other terms of the financing.
(4) Negotiate, execute and deliver a note to evidence amounts due under the Financing
Agreement.
(5) Select U.S. Bank or another commercial bank or investor with which to negotiate,
execute and deliver the Financing Agreement.
(6) Issue the Financing Agreement with interest that is as taxable or tax-exempt under the
Internal Revenue Code of 1986,as amended.
(7) Execute and deliver any other certificates or documents and take any other actions which
the City Official determines are desirable to carry out this Resolution.
Section 4. Payments from Tax Increment Revenues. The City Official is authorized to enter
into an intergovernmental agreement with the City Center Development Agency, under which the
Agency agrees to provide tax increment revenues in sufficient amounts to pay all amounts due
from the City under the Financing Agreement. The intergovernmental agreement shall be in
substantially the form attached to this resolution as Exhibit A,but with any changes the City
Official may approve.
Section 5. Security. Pursuant to ORS 287A.315,the City Official may pledge the City's full
faith and credit and taxing power within the limitations of Sections 11 and I Ib of Article XI of
the Oregon Constitution to pay the amounts due under the Financing Agreement. The City is not
authorized to levy additional taxes to pay the amounts due under the Financing Agreement. In
addition,the City Official may pledge or assign any amounts that the City receives under the
intergovernmental agreement described in Section 4 of this Resolution to pay the amounts due
from the City under the Financing Agreement.
Section 6. Effective Date. This resolution is effective immediately upon adoption.
PASSED: This 6th day of May 2014.
UA —
May City of Tigard
ATTEST:
yV
City Recorder-City of Tigar
Resolution No., �0 Page 2
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Exhibit A
FORM OF INTERGOVERNMENTAL AGREEMENT
A- 1
2326926.2 036925 RSIND
Intergovernmental Agreement
to Make Financing Payments
by and between the
City Center Development Agency, Oregon
and the
City of Tigard, Oregon
Dated as of[Closing Date], 2014
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TABLE OF CONTENTS
Section1. Definitions and Recitals.......................................................................................... I
(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
Section3. Prepayment..............................................................................................................2
Section4. Estoppel....................................................................................................................2
Section5. Title...........................................................................................................................3
Section6. Miscellaneous...........................................................................................................3
(1) BINDING EFFECT...........................................................................................................................................3
(2) SEVERABII.rIY...............................................................................................................................................3
(3) AMENDMENTS...............................................................................................................................................3
(4) EXECUTION IN COUNTERPARTS.....................................................................................................................3
(5) APPLICABLE LAW..........................................................................................................................................3
(6) RULES OF CONSTRUCTION.............................................................................................................................3
(7) HEADINGS.....................................................................................................................................................3
Intergovernmental Agreement
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Intergovernmental Agreement
to Make Financing Payments
This Intergovernmental Agreement to Make Financing Payments is dated as of[Closing Date],
2014, and is entered into by and between the City 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:
"Financing Agreement"means the Financing Agreement between the City and [U.S. Bank
National Association] in the principal amount of$[Principal Amount] to finance the Project and
costs of issuance,which is dated as of[Closing Date], 2014.
"Financing Payments"means the principal and interest payments the City is required to make to
the Bank under the Financing Agreement.
"Parity Obligations"means the intergovernmental agreement between the City and Agency
which is dated , and secures a loan of$ , and any obligations issued to refund
the Parity Obligations.
"Project" means the purchase of property located at 9110 SW Burnham St. in the City of Tigard,
Washington County,Oregon.
"Tax Increment Revenues"means all revenues which the Agency collects for the City Center
Urban Renewal Area under the provisions of Article IX, Section 1 c of the Oregon Constitution
and ORS Chapter 457.
(2) Findings.
(A)The City has entered into the Financing Agreement to finance costs of the Project and
the cost of issuance of the borrowing.
(B)The Project is properly described as an urban renewal project in the Agency's urban
renewal plan.
(C)The Agency is authorized to spend Tax Increment Revenues to pay for the costs of the
Project.
(D)The Project will assist the Agency in carrying out its urban renewal plan.
(E)The Agency has more than$ of unused maximum indebtedness available
prior to executing this Intergovernmental Agreement.
Intergovernmental Agreement
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Section 2. The Financing Payments.
(1) The Financing Payments.
The Agency hereby agrees to pay to the Bank or the City,not less than one business day prior to
the dates on which the Financing Payments are due to the Bank, amounts that are equal to the
Financing Payments in a maximum principal amount of$[Principal Amount]. 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 Bank 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 2.1. This pledge is on a parity with the pledge of those Tax Increment
Revenues that secures the Parity Obligations. The pledge that secures this Intergovernmental
Agreement and the Parity Obligations 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.
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.
Intergovernmental Agreement
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Section 5. Title.
Neither the City nor the owner of the Financing Agreement shall have a lien on, or security
interest in the Project.
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 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.
(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.
Intergovernmental Agreement
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IN WITNESS WHEREOF,the Agency and the City have executed this Intergovernmental
Agreement as of the date indicated above.
For the City Center Development Agency,
Oregon
Authorized Signer
For the City of Tigard, Oregon
Authorized Signer
Intergovernmental Agreement
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EXHIBIT A
FINANCING PAYMENT SCHEDULE
Interest at the rate of %,calculated on an actual/360 basis, is payable semi-annually on
and commencing , 20_.
Date Principal
( ..... Payment($)
Exhibit A to Intergovernmental Agreement
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