Resolution No. 21-33 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 21- 3
A RESOLUTION OF THE CITY OF TIGARD, OREGON AUTHORIZING FULL FAITH AND
CREDIT FINANCING FOR TIF DISTRICT PROJECTS.
WHEREAS,the City of Tigard, Oregon (the "City")is authorized by Oregon Revised Statutes Section 271.390
to enter into financing agreements to finance real or personal property which the City Council determines is
needed so long as the estimated weighted average life of the financing agreement does not exceed the estimated
dollar weighted average life of the property that is financed;and,
WHEREAS, the City desires to (1) finance 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 Projects"); and (2) finance
projects described in the Tigard Triangle Urban Renewal Plan,as it has been or may be amended in accordance
with its terms (the"Tigard Triangle Projects" and together with the City Center Projects, the"Projects");and
WHEREAS, the Town Center Development Agency (the "Agency") is projected to have (1) sufficient tax
increment revenues from the City Center Urban Renewal Area to pay the amounts due from the City in
connection with the financing of the City Center Projects and (2) sufficient tax increment revenues from the
Tigard Triangle Urban Renewal Area to pay the amounts due from the City in connection with the financing
of the Tigard Triangle Projects, and will enter into intergovernmental agreements with the City to use tax
increment revenues to pay those amounts;and
WHEREAS,the City or the Agency may incur expenditures (the"Expenditures") to pay costs of the Projects
prior to the issuance of the financing agreement and the City wishes to declare its official intent to reimburse
itself or the Agency for any Expenditures the City or the Agency may make from its own funds on the Projects
from the proceeds of the financing agreement, the interest on which may be excluded from gross income
under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code").
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: Determination of Need.The City Council hereby determines that the Projects are needed.
SECTION 2: Financing Agreement Authorized for City Center Projects. The City is hereby authorized to
enter into to one or more financing agreements (the "City Center Financing Agreements") in
an aggregate principal amount of not to exceed$1,100,000 to finance the City Center Projects
and to pay costs related to issuing the City Center Financing Agreements. The City Center
Financing Agreements shall be issued pursuant to ORS 271.390 and relevant provisions of ORS
Chapter 287A and as provided in this resolution.
SECTION 3: Financing Agreement Authorized for Tigard Triangle Projects. The City is hereby authorized
to enter into to one or more financing agreements (the "Tigard Triangle Financing
Agreements" and together with the City Center Financing Agreements, the "Financing
Agreements") in an aggregate principal amount of not to exceed $3,650,000 to finance the
Tigard Triangle Projects and to pay costs related to issuing the Tigard Triangle Financing
Agreements. The Tigard Triangle Financing Agreements shall be issued pursuant to ORS
271.390 and relevant provisions of ORS Chapter 287A and as provided in this resolution.
RESOLUTION NO. 21--
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SECTION 4: Delegation.The City Manager,or their designee (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 the Financing Agreements. Subject to the limitations of
this Resolution,the Financing Agreements may be in such form and contain such terms
as the City Official may approve, and the City Official may determine whether to
finance the Projects under one or multiple Financing Agreements.
(2) Determine the final principal amount,interest rates,payment dates,prepayment rights
and all other terms of the financings.
(3) Negotiate, execute and deliver one or more notes to evidence amounts due under the
Financing Agreements.
(4) Select one or more commercial banks or lenders with which to negotiate, execute and
deliver the Financing Agreements.
(5) Enter into additional covenants for the benefit of the purchasers of the Financing
Agreements that the City Official determines are desirable to obtain more favorable
terms for the Financing Agreements.
(6) Issue the Financing Agreements with interest that is taxable or tax-exempt under the
Code.
(7) Designate any of the Financing Agreements as a "qualified tax-exempt obligation"
pursuant to Section 265(b)(3) of the Code,if applicable.
(8) 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 5: Payments from City Center Urban Renewal Area Tax Increment Revenues. The City Official
is authorized to enter into an intergovernmental agreement (the "City Center IGA") with the
Agency, under which the Agency agrees to provide tax increment revenues from the City
Center Urban Renewal Area in sufficient amounts to pay all amounts due from the City under
the City Center Financing Agreements.The City Center IGA shall be in substantially the form
attached to this resolution as Exhibit A,but with such changes the City Official may approve.
SECTION 6: Payments from Tigard Triangle Urban Renewal Area Tax Increment Revenues. The City
Official is authorized to enter into an intergovernmental agreement(the"Tigard Triangle IGA"
and together with the City Center IGA,the"IGAs")with the Agency,under which the Agency
agrees to provide tax increment revenues from the Tigard Triangle Urban Renewal Area in
sufficient amounts to pay all amounts due from the City under the Tigard Triangle Financing
Agreements. The Tigard Triangle IGA shall be in substantially the form attached to this
resolution as Exhibit A,but with such changes the City Official may approve.
SECTION : 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 11b of Article XI of the Oregon
Constitution to pay the amounts due under the Financing Agreements. The City is not
RESOLUTION NO. 21- �
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authorized to levy additional taxes to pay the amounts due under the Financing Agreements.
In addition,the City Official may pledge or assign any amounts that the City receives under the
IGAs to pay the amounts due from the City under the Financing Agreements.
SECTION 8: Reimbursement Declaration.The City hereby declares its official intent to reimburse its or the
Agency's Expenditures with the proceeds of the Financing Agreements pursuant to United
States Treasury Regulation 1.150-2.
SECTION 9: This resolution is effective immediately upon passage.
PASSED: This day of 421-etn Z-t r2021-
Mayor
2021.Mayor-City of Tigard
ATTEST:
City Recorder-City of Tigard
�I
RESOLUTION NO. 21-
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Lt
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.......................................................................................... l
(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$[ ] 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 a to the Lender or the Cit not less than one business da prior
g Y Y �' pay Y� YP �
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.
I
(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). [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 Intergovermnental 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 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.
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(5) Applicable Law.
This Intergovermnental 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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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
Exhibit A to Intergovernmental Agreement
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