TCDA Resolution No. 21-06 CITY OF TIGARD, OREGON
TIGARD TOWN CENTER DEVELOPMENT AGENCY
RESOLUTION NO. 21- 0 6,
A RESOLUTION AUTHORIZING INDEBTEDNESS FOR PROJECTS DESCRIBED IN THE
TIGARD TRIANGLE URBAN RENEWAL PLAN.
WHEREAS, the Tigard Town Center Development Agency (the "Agency") is authorized to enter into
borrowings that are payable from the tax increment revenues of the Tigard Triangle Urban Renewal Area (the
"Area"); and
WHEREAS, the Agency desires to borrow up to $4,700,000 for the Tigard Triangle Area to finance projects
described in the Tigard Triangle Urban Renewal Plan (the "Projects");and
WHEREAS, the City of Tigard, Oregon (the "City") has approved a maximum indebtedness for the Area of
$188,000,000 and the Agency is willing to use a portion of its available maximum indebtedness capacity to
finance the Projects;and
WHEREAS,prior to the issuance of the borrowings described in this resolution, the Agency desires to incur
certain capital expenditures with respect to the Projects from available moneys of the Agency and wishes to
declare its official intent to reimburse itself for any such expenditures from the proceeds of borrowings
authorized by this resolution.
NOW,THEREFORE,BE IT RESOLVED by the Town Center Development Agency that:
SECTION 1: The Tigard Triangle Borrowing.
1.1 Authorization. The Agency hereby authorizes the sale and delivery of the borrowing
(the "Tigard Triangle Borrowing") for the Area in an aggregate principal amount not to
exceed $4,700,000 pursuant to the applicable provisions of ORS Chapters 287A and 457.
The proceeds of the Tigard Triangle Borrowing shall be used to finance the Projects, to
fund debt service reserves,if necessary, and to pay costs of issuing the Tigard Triangle
Borrowing.
1.2 Delegation. The Executive Director of the Agency or their designee (each of whom is
referred to herein as an "Agency Official"),is hereby authorized, on behalf of the Agency
and without further action by the Agency Board, to:
(A) Negotiate, execute and deliver the Tigard Triangle Borrowing. Subject to the
limitations of this Resolution, the Tigard Triangle Borrowing may be in such form and
contain such terms as the Agency Official may approve, and the Agency Official may
determine whether to finance the Projects under one or multiple series.
(B) Determine the final principal amount,interest rates,payment dates,prepayment rights
and all other terms of the Tigard Triangle Borrowing-
TC 1.)A
RESOLUTION NO. 21-
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(C) Negotiate, execute and deliver one or more bond or note to evidence amounts due
under the Tigard Triangle Borrowing.
(D) Select one or more commercial banks or lenders with which to negotiate, execute and
deliver the Tigard Triangle Borrowing.
(E) Prepare and execute a master borrowing declaration that describes the terms under
which each series of the Tigard Triangle Borrowing and future borrowings on parity with
the Tigard Triangle Borrowing ("Parity Borrowings") may be issued,including the
covenants that the Agency makes with the owners of the Parity Borrowings,which include
covenants that (i) limit the Agency's ability to remove property from the Area; (ii) requite
that the Agency collect certain minimum levels of tax increment revenues; and (iii) provide
that the Agency will not enter into any borrowings secured by tax increment revenues
unless the Agency meets or can project to meet certain collection tests. The master
borrowing declaration shall be in substantially the form attached hereto as Exhibit A but
with such changes as may be approved by an Agency Official.
(F) Enter into additional covenants for the benefit of the purchasers of the each series of
the Tigard Triangle Borrowing that the Agency Official determines are desirable to obtain
more favorable terms for the Tigard Triangle Borrowing.
(G) Issue the Tigard Triangle Borrowings with interest that is taxable or tax-exempt under
the Code.
(H) Designate one or more series of the Tigard Triangle Borrowing as a"qualified tax-
exempt obligation"under Section 265(b)(3) of the Code,if applicable.
(I) Pledge the tax increment revenues of the Area and the proceeds of the Tigard Triangle
Borrowing to secure any series of the Tigard Triangle Borrowing.
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(J) Use legally available funds,including proceeds of the Tigard Triangle Borrowing,to
fund a debt service reserve for any series of the Tigard Triangle Borrowing.
(K) Execute any documents and take any other action which an Agency Official finds is
desirable to carry out this Resolution.
SECTION 2: Declaration of Intent to Reimburse.The Agency hereby declares its official intent to reimburse
itself with the proceeds of the Tigard Triangle Borrowing for any expenditures on the Projects
paid prior to the issuance of the Tigard Triangle Borrowing. This resolution is adopted as
official action of the Agency in order to comply with United States Treasury Regulation 1.150-
2.
SECTION 3: This resolution is effective immediately upon passage.
PASSED: This L '`h day of Se Li of m Zl-- 2021.
-CC (JA
RESOLUTION NO. 21-C�G
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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-U C1
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EXHIBIT A
Form of Master Borrowing Declaration
RESOLUTION NO. 21-
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EXHIBIT A
FORM OF
MASTER BORROWING DECLARATION
Town Center Development Agency
Urban Renewal and Redevelopment Bond
(Tigard Triangle Urban Renewal Area)
Series
Executed by the Agency Official of Town Center Development Agency, Oregon
As of the_day of , 20_
3592030.5 045228 RSIND
TABLE OF CONTENTS
SECTION1. FINDINGS.......................................................................................................................................1
SECTION2. DEFINITIONS................................................................................................................................1
SECTION 3. SECURITY FOR SENIOR LIEN BORROWINGS....................................................................6
SECTION 4. THE TAX INCREMENT ACCOUNT..........................................................................................6
SECTION 5. PARITY SENIOR LIEN INDEBTEDNESS..............................................................................10
SECTION 6. SUBORDINATE LIEN BORROWINGS...................................................................................12
SECTION7. GENERAL COVENANTS...........................................................................................................12
SECTION 8. AMENDMENT OF DECLARATION........................................................................................13
SECTION 9. DEFAULT AND REMEDIES.....................................................................................................14
SECTION 10. OWNERSHIP OF SENIOR LIEN BORROWINGS.................................................................15
SECTION11. DEFEASANCE.............................................................................................................................15
SECTION12. RULES OF CONSTRUCTION...................................................................................................15
SECTION 13. THE INITIAL BOND AS PARITY SENIOR LIEN INDEBTEDNESS..................................15
SECTION14. THE INITIAL BOND...................................................................................................................16
Appendix A Form of Bond
This table of contents is not a part of the bond declaration but is provided for reference only.
3592030.5 045228 RSIND
MASTER BORROWING DECLARATION
THIS MASTER BORROWING DECLARATION is executed as of , 20_,by
the"Agency Official" of the Town Center Development Agency, Oregon pursuant to the
authority granted to the Agency Official by Agency Resolution No. (the"Resolution")
to establish the terms under which the Agency's Urban Renewal and Redevelopment Bond
(Tigard Triangle Urban Renewal Area), Series 20_(the"Initial Bond"), and future Parity
Senior Lien Indebtedness may be issued.
Section 1. Findings.
The Agency finds:
1.1 The Agency is authorized to issue borrowings which are payable from the tax increment
revenues of the Tigard Triangle Urban Renewal Area.
1.2 The Agency has no obligations outstanding that are secured by a pledge of or lien on the
tax increment revenues of the Tigard Triangle Urban Renewal Area.
1.3 The Agency now desires to issue borrowings that have a senior lien on the tax increment
revenues from the Tigard Triangle Urban Renewal Area.
1.4 The Agency executes this Master Borrowing Declaration to establish the terms under
which the Initial Bond is issued and the terms under which any Parity Senior Lien Indebtedness
may be issued.
Section 2. Definitions.
Unless the context clearly requires otherwise, the following terms shall have the following
meanings:
"Agency"means the Tigard Town Center Development Agency, Oregon.
"Agency Official"means the Executive Director or the person designated by the Executive
Director to act on behalf of the Agency under the Resolution
"Annual Debt Service"means the amount required to pay principal and interest on Outstanding
Senior Lien Borrowings in a Fiscal Year, calculated as follows:
(i) Interest which is to be paid from proceeds of Senior Lien Borrowings shall be
subtracted.
(ii) Senior Lien Borrowings which are subject to scheduled,noncontingent redemption or
tender shall be deemed to mature on the dates and in the amounts which are subject to mandatory
redemption or tender, and only the amount scheduled to be Outstanding on the final maturity
date shall be treated as maturing on that date.
(iii) Senior Lien Borrowings which are subject to contingent redemption or tender shall
be treated as maturing on their stated maturity dates.
(iv) If the Agency issues Senior Lien Borrowings that qualify for federal interest
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subsidies, such as the subsidies for"Build America Bonds," and commits to use the subsidies to
pay those Senior Lien Borrowings, then the subsidies that the Agency receives, or reasonably
expects to receive,may be deducted from Annual Debt Service for purposes of making the
calculations and determining compliance with the tests for issuing Additional Parity Senior Lien
Indebtedness,meeting a Reserve Funding Requirement, releasing property and any other tests
affected by"Annual Debt Service."
(v) Each Balloon Payment shall be assumed to be paid according to its Estimated Debt
Service Requirement.
"Area"means the Tigard Triangle Urban Renewal Area which is described in the Plan, and all
additions thereto.
"Balloon Payment"means any principal payment for a Series of Senior Lien Borrowings, which
comprises more than twenty-five percent(25%) of the original principal amount of that Series,
but only if that principal payment is designated as a Balloon Payment in the closing documents
for the Series.
"Base Period"means any 12 consecutive months from the 24 full months preceding the issuance
of a series of Parity Senior Lien Indebtedness.
"Business Day"means any day except a Saturday, a Sunday, a legal holiday, a day on which the
offices of banks in Oregon or New York are authorized or required by law or executive order to
remain closed, or a day on which the New York Stock Exchange is closed.
"City"means the City of Tigard, Oregon, a duly organized and existing city under and by virtue
of the laws of the State of Oregon.
"Closing"means the date on which a Series of Senior Lien Borrowings is delivered in exchange
for payment.
"Code"means the United States Internal Revenue Code of 1986, as amended.
"Debt Service"means Senior Lien Borrowing principal, interest and any redemption premium.
"Divide the Taxes Revenues"means the taxes which are divided based on the increase in value
of property in the Area and which are payable to the Agency under the provisions of Article IX,
Section lc of the Oregon Constitution and ORS Chapter 457, as those provisions exist on the
date of this Master Borrowing Declaration. Divide the Taxes Revenues includes the impact of
"sharing" as required by ORS Chapter 457.
"Estimated Debt Service Requirement"is calculated as provided in Section 5.4.
"Event of Default"refers to an Event of Default listed in Section 9.1 of this Master Borrowing
Declaration.
"First Reserve Funding Requirement"means the lesser of Maximum Annual Debt Service on all
Outstanding Senior Lien Borrowings that are secured by the First Reserve Subaccount, or the
amount described in the next sentence. If, at the time of issuance of a Series of Senior Lien
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Borrowing that is secured by the First Reserve Subaccount, the amounts required to be added to
the First Reserve Subaccount to make the balance in that subaccount equal to the Maximum
Annual Debt Service on all Senior Lien Borrowings that are secured by the First Reserve
Subaccount exceeds the Tax Maximum calculated with respect to that Series, then the First
Reserve Funding Requirement means the First Reserve Funding Requirement in effect
immediately before the issuance of that Series (calculated as if that Series were not Outstanding),
plus the tax Maximum for that Series.
"First Reserve Subaccount"means the subaccount of that name in the Senior Lien Reserve
Account described in Section 4.3.
"First Reserve Subaccount Valuation Date"means the first Business Day of each Fiscal Year and
the Business Day following any day on which a withdrawal is made from the Senior Lien
Reserve Account, and each Closing date for a Series of Senior Lien Borrowings that is secured
by the First Reserve Subaccount.
"Fiscal Year"means the period beginning on July 1 of each year and ending on the next
succeeding June 30, or as otherwise defined by Oregon law.
"Fund"or"Account"refers to any fund, account, or other accounting concept that permits the
Agency to account accurately for amounts that are credited to it under this Master Borrowing
Declaration. A"Fund"in this Master Borrowing Declaration does not need to appear as a
"fund"in the Agency's budget.
"Government Obligations"means direct noncallable obligations of the United States, or
obligations the principal of and interest on which are fully and unconditionally guaranteed by the
United States.
"Incremental Assessed Value"means the difference between the assessed value of property in
the Area for a Fiscal Year and the assessed value of property in the Area which is specified in the
certified statement for the Area which is filed with the assessor pursuant to ORS 457.430.
"Initial Bond Lender"means Zions Bancorporation,N.A., or its successor, as owner of the Initial
Bond.
"Initial Bond"means the Agency's Urban Renewal and Redevelopment Bond (Tigard Triangle
Urban Renewal Area), Series 20_which is a Senior Lien Borrowing and is described in Section
14 of this Master Borrowing Declaration.
"Master Borrowing Declaration"means this Master Borrowing Declaration establishing the
terms of the Initial Bond, and prescribing the conditions under which the Agency may issue
Parity Senior Lien Indebtedness, as it may be amended from time to time pursuant to Section 8.
"Maximum Annual Debt Service"means the greatest amount of Annual Debt Service, calculated
on all Senior Lien Borrowings which are Outstanding on the date of calculation, that is due in
any Fiscal Year, beginning with the Fiscal Year for which the calculation is made, and ending
with the last Fiscal Year in which Outstanding Senior Lien Borrowings are scheduled to be paid.
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"Maximum Tax Increment Revenues"means the maximum amount of Tax Increment Revenues
that the Agency is pennitted to collect for a Fiscal Year.
"Outstanding"refers to all Senior Lien Borrowings except those which have been paid, canceled,
or defeased, and, for Senior Lien Borrowings which must be presented to be paid, Senior Lien
Borrowings which have matured but have not been presented for payment, but for the payment
of which adequate money has been transferred to their Paying Agent.
"Owner"means the Initial Bond Lender as owner of the Initial Bond, and the registered owner of
any Parity Senior Lien Indebtedness.
"Parity Senior Lien Indebtedness"means obligations issued in compliance with Section 5 of this
Master Borrowing Declaration which are secured by a lien on, and pledge of, the Security which
is on a parity with the lien on, and pledge of, the Security which secures the Initial Bond.
"Paying Agent"means the paying agent for any Senior Lien Borrowings issued in registered
form.
"Payment Date"means a date on which Senior Lien Borrowing principal or interest is due,
whether at maturity or prior redemption.
"Permitted Investments"means any investments in which the Agency is authorized to invest
surplus funds under the laws of the State of Oregon.
"Plan"means the Agency's Urban Renewal Plan for the Tigard Triangle Urban Renewal Area
originally approved by Ordinance No. 16-24 on December 13, 2016, as it has been and may in
the future be amended pursuant to its terms.
"Qualified Consultant"means an independent engineer, an independent auditor, an independent
municipal advisor, or similar independent professional consultant of recognized standing and
having experience and expertise in the area for which such person or firm is retained by the
Agency for purposes of performing activities specified in this Master Borrowing Declaration.
"Reserve Equivalent"means any arrangement in which the Agency pays a fee in exchange for an
agreement of a third party to advance money to the Agency in the future that the Agency will use
in lieu of using cash or Permitted Investments credited to a subaccount in the Senior Lien
Reserve Account. "Reserve Equivalent" does not include guaranteed investment contracts,
master repurchase agreements and similar Permitted Investments.
"Reserve Funding Requirement"means a set of rules for funding a subaccount in the Senior Lien
Reserve Account. Each Reserve Funding Requirement shall indicate the amount that is required
to be credited to the subaccount, the dates by which that amount must be credited to the
subaccount, and the requirements for restoring amounts to the subaccount if amounts are
withdrawn to pay Borrowings that are secured by the subaccount.
"Security"means the Tax Increment Revenues and any additional amounts credited to the Senior
Lien Account. Security also includes, for each Series of Senior Lien Borrowings, the unspent
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proceeds of that Series and amounts credited to any subaccount in the Senior Lien Reserve
Account pledged to that Series of Senior Lien Borrowings.
"Senior Lien Account"means the fund of that name described in Section 4. The Senior Lien
Account is a part of the"Tax Increment Account."
"Senior Lien Borrowings"means the Initial Bond and any Parity Senior Lien Indebtedness.
"Senior Lien Debt Service Account"means the account of that naive in the Senior Lien Account
described in Section 4.2.
"Senior Lien Reserve Account"means the account of that name in the Senior Lien Account
described in Section 4.3.
"Series" or"Series of Senior Lien Borrowings"refers to all Senior Lien Borrowings which are
issued at one time,pursuant to a single resolution, ordinance, declaration or other authorizing
document of the issuer, regardless of variations in maturity, interest rate or other provisions,
unless the documents authorizing the Senior Lien Borrowings declares them to be part of a
separate Series.
"Subordinate Lien Account"means the account of that name in the Tax Increment Account
established in Section 4.5.
"Subordinate Lien Borrowings"means obligations that are issued in compliance with Section 6
of this Master Borrowing Declaration and that are not payable from or secured by any Tax
Increment Revenues except Tax Increment Revenues that are available to be deposited in the
Subordinate Lien Account.
"Supplemental Declaration"means any declaration amending or supplementing this Master
Borrowing Declaration, which is adopted in accordance with Section 8.
"Tax Increment Account"means the special fund established under ORS 457.440(6)(b) to hold
the Tax Increment Revenues. The Tax Increment Account may consist of one or more funds and
accounts for budget purposes.
"Tax Increment Revenues"means the Divide the Taxes Revenues and all earnings on the Divide
the Taxes Revenues prior to their expenditure.
"Tax Maximum"means, for any Series of Senior Lien Borrowings,the lesser of. the Maximum
Annual Debt Service on such Series; 125% of average Annual Debt Service on such Series
during all Fiscal Years in which such Series will be Outstanding, calculated as of the date of
issuance of such Series; or, ten percent of the proceeds of such Series, as "proceeds" is defined
for purposes of Section 148(d) of the Code.
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Section 3. Security for Senior Lien Borrowings.
3.1 The Senior Lien Borrowings shall not be general obligations of the Agency or the City.
The Agency shall be obligated to pay the Senior Lien Borrowings solely from the Security as
provided in this Master Borrowing Declaration.
3.2 The Agency hereby irrevocably pledges the Security to pay the Senior Lien Borrowings.
Pursuant to ORS 287A.310, this pledge shall be valid and binding from the time of execution of
this Master Borrowing Declaration. The amounts so pledged and hereafter received by the
Agency shall immediately be subject to the lien of this pledge without any physical delivery or
further act, and the lien of this pledge shall be superior to all other claims and liens to the fullest
extent permitted by ORS 287A.310.
3.3 Except as provided in the following sentence, so long as any Senior Lien Borrowings are
Outstanding, each Fiscal Year the Agency shall collect the full amount of the Divide the Taxes
Revenues for that Fiscal Year. The Agency may collect less than the full amount of the Divide
the Taxes Revenues in a Fiscal Year if the Agency provides instructions to the Assessor that the
Agency reasonably projects will result in collecting an amount of Divide the Taxes Revenues in
the Fiscal Year equaling at least [one hundred twenty five percent (125%)] of the Annual Debt
Service that is scheduled to be paid during that Fiscal Year.
3.4 The provisions of this Master Borrowing Declaration shall constitute a contract with the
Owners, and shall be enforceable by them.
3.5 The Agency acknowledges that the covenants contained in Section 3.3 and the collection
each year of the amounts described in that Section, are required to obtain favorable terms for the
Initial Bond and to protect the rights of the Owners, and that the Owners will rely on that
covenant. The Agency enters into that covenant pursuant to ORS 287A.325(4), which authorizes
the Agency to enter into covenants to maintain levels of pledged revenues at least equal to
operations and maintenance expenses of the system that produces the pledged revenues,plus
debt service on a borrowing,plus an additional amount that is reasonably required to obtain
favorable terms for the borrowing. The Area and the Plan are the system which produces the
Tax Increment Revenues. The system does not have operations and maintenance expenses.
3.6 If a Reserve Equivalent is permitted to fund a subaccount in the Senior Lien Reserve
Account, the Agency may pledge the Security available for transfer to that subaccount of the
Senior Lien Reserve Account to pay amounts due under any Reserve Equivalent securing that
subaccount.
Section 4. The Tax Increment Account.
The Agency has previously established the Tax Increment Account. The Tax Increment Account
shall contain the following funds: the Senior Lien Account and the Subordinate Lien Account.
The Senior Lien Account shall contain the Senior Lien Debt Service Account and the Senior
Lien Reserve Account.
4.1 Beginning with the closing of the Initial Bond and continuing until all Senior Lien
Borrowings are paid or defeased, the Agency shall deposit all Tax Increment Revenues in the
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Tax Increment Account, and shall credit each deposit to the following accounts within the Tax
Increment Account in the following order of priority:
(A) To the Senior Lien Debt Service Account,until the Senior Lien Debt Service Account
contains an amount sufficient to pay the Annual Debt Service for that Fiscal Year;
(B) To the subaccounts in the Senior Lien Reserve Account as provided in Section 4.3, and in
any documents authorizing a series of Parity Senior Lien Indebtedness that is secured by
a subaccount in the Senior Lien Reserve Account in connection with Parity Senior Lien
Indebtedness,pro rata if the Tax Increment Revenues available for deposit are not
sufficient to make all required deposits to those subaccounts; and,
(C) To the Subordinate Lien Account, any amounts which remain after the foregoing deposits
have been made.
4.2 The Senior Lien Debt Service Account.
(A) Money in the Senior Lien Debt Service Account shall be used only to pay Senior Lien
Borrowing principal, interest and premium.
(B) Amounts credited to the Senior Lien Debt Service Account may be invested in Permitted
Investments which mature no later than the payment dates to which funds in the Senior
Lien Debt Service Account are attributable. Earnings shall be credited as provided in
Section 4.6.
(C) Five(5) days before any payment of principal,premium or interest on the Senior Lien
Borrowings is due, if the balance in the Senior Lien Debt Service Account is less than the
amount due, the Agency shall credit an amount equal to the deficiency from Tax
Increment Revenues in the Subordinate Lien Account.
(D) If the balance in the Senior Lien Debt Service Account after the transfer described in
Section 4.2(C) is not sufficient to pay all Senior Lien Borrowings, the Agency shall
allocate the balance among outstanding Series of Senior Lien Borrowings pro rata based
on the debt service that is next due on each Series and calculate the remaining deficiency
for each Series. If any Senior Lien Borrowings are secured by a subaccount in the Senior
Lien Reserve Account, the Agency shall transfer the remaining deficiency from that
subaccount to the Senior Lien Debt Service Account and apply it solely to pay Senior
Lien Borrowings that are secured by that subaccount.
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4.3 Senior Lien Reserve Account.
(A) The Agency shall create the Senior Lien Reserve Account, and may create subaccounts in
that account to secure Senior Lien Borrowings; however, the Agency is not obligated to
create any subaccounts in the Senior Lien Reserve Account, and is not obligated to secure
any Series of Senior Lien Borrowings with a subaccount in the Senior Lien Reserve
Account. When each subaccount is created, the Agency shall determine whether the
subaccount will secure one or more Series of Senior Lien Borrowings. If the Agency
creates a subaccount in the Senior Lien Reserve Account, the Agency shall, before it
issues the first Series of Senior Lien Borrowings that is secured by that subaccount,
a) establish the Reserve Funding Requirement, withdrawal procedures, replenishment
requirements,permitted investments, valuation provisions, and other terms and
conditions for that subaccount; b) pledge amounts credited to that subaccount to pay the
Senior Lien Borrowings that are secured by that subaccount; and c) determine if the
Reserve Funding Requirement for that subaccount may be funded with Reserve
Equivalents and the requirements for those Reserve Equivalents, and the valuation and
replenishment provisions that apply to that subaccount.
(B) The Agency shall not create any subaccounts in the Senior Lien Reserve Account for any
purpose except securing Senior Lien Borrowings in accordance with this Master
Borrowing Declaration.
4.4 The First Reserve Subaccount and the First Reserve Subaccount Funding Requirement.
(A) The First Reserve Subaccount is hereby created in the Senior Lien Reserve Account. The
First Reserve Subaccount shall secure the Initial Bond and any Parity Senior Lien
Indebtedness the Agency subsequently elects to secure with the First Reserve
Subaccount. Except as specifically provided in this Section 4.4, amounts credited to the
First Reserve Subaccount shall be used only to pay principal, interest and premium on the
Initial Bond and any other Senior Lien Borrowings that are secured by the First Reserve
Subaccount, and only if amounts in the Senior Lien Debt Service Account and the
Subordinate Lien Account are not sufficient to make those payments. The Agency
hereby irrevocably pledges the amounts that are credited to the First Reserve Subaccount
to pay the Initial Bond. Pursuant to ORS 287A.310, this pledge shall be valid and
binding from the Closing date of the Initial Bond. The amounts so pledged and hereafter
received by the Agency shall immediately be subject to the lien of this pledge without
any physical delivery or further act, and the lien of this pledge shall be superior to all
other claims and liens whatsoever.
(B) At Closing of the Initial Bond and any Series of Senior Lien Borrowings that the Agency
elects to secure with the First Reserve Subaccount, the Agency shall deposit into the First
Reserve Subaccount an amount sufficient to make the balance in the First Reserve
Subaccount equal to the First Reserve Subaccount Funding Requirement. The deposit
may be made from amounts available in the Subordinate Lien Account, from proceeds of
the Series, or from other amounts legally available to the Agency.
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(C) If, on any Payment Date after the transfer described in Section 4.2(C) of the Master
Declaration, the amounts credited to the Senior Lien Debt Service Account are
insufficient to pay all the principal of, premium(if any) and interest due on that payment
date on the Initial Bond and any other Series of Senior Lien Borrowings that the Agency
has subsequently elected to secure with the First Reserve Subaccount, the Agency shall
transfer an amount equal to the deficiency from the First Reserve Subaccount to the
Senior Lien Debt Service Account and apply the amount so transferred solely to pay the
Senior Lien Borrowings that are secured by the First Reserve Subaccount.
(D) The Agency covenants to maintain a balance in the First Reserve Subaccount that is at
least equal to the First Reserve Subaccount Funding Requirement,but solely from
deposits of Tax Increment Revenues pursuant to Section 4.1(B) and Closing deposits
pursuant to Section 4.4(B). The Agency shall value the amounts in the First Reserve
Subaccount on each First Reserve Subaccount Valuation Date.
(E) Replenishment of First Reserve Subaccount.
[If the balance in the First Reserve Subaccount on a First Reserve Subaccount
Valuation Date is less than the First Reserve Subaccount Funding Requirement
as a result of a withdrawal from the First Reserve Subaccount pursuant to
4.4(C), the Agency shall begin making transfers of Tax Increment Revenues to
the First Reserve Subaccount in accordance with Section 4.1(B).
Transfers under 4.1(B) shall commence immediately following each First Reserve
Subaccount Valuation Date on which the balance in the First Reserve
Subaccount is less than the First Reserve Subaccount Funding Requirement,
and shall continue until the balance in the First Reserve Subaccount is equal to
the First Reserve Subaccount Funding Requirement.]
(F) If the balance in the First Reserve Subaccount on a First Reserve Subaccount Valuation
Date is greater than the First Reserve Subaccount Funding Requirement, the Agency may
transfer the excess to the Senior Lien Debt Service Account.
(G) Moneys in the First Reserve Subaccount may be invested in accordance with the
Agency's investment policy and only in debt securities that mature within five years, or
in the Oregon Short Term Fund. Earnings shall be credited as provided in Section 4.6.
(H) Demand deposits, deposits in the Oregon Short Term Fund and other investments which
mature in five years or less after the First Reserve Subaccount Valuation Date shall be
valued at their face amount,plus accrued interest.
(I) Amounts in the First Reserve Subaccount may be applied to the final payment(whether
at maturity or by prior redemption) of any Series of Outstanding Senior Lien Borrowings
that are secured by the First Reserve Subaccount,but only if the balance remaining in the
First Reserve Subaccount after the transfer is at least equal to the First Reserve
Subaccount Funding Requirement for the Senior Lien Borrowings that are secured by the
First Reserve Subaccount and which remain Outstanding after that final payment.
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Amounts so applied shall be credited against the amounts the Agency is required to
transfer into the Senior Lien Debt Service Account under this Master Bond Declaration.
4.5 Amounts in the First Reserve Subaccount may be transferred into escrow to defease
Senior Lien Borrowings that are secured by the First Reserve Subaccount,but only if the balance
remaining in the First Reserve Subaccount after the transfer is at least equal to the First Reserve
Subaccount Funding Requirement for the Senior Lien Borrowings that are secured by the First
Reserve Subaccount and which remain Outstanding after the defeasance.Subordinate Lien
Account. Tax Increment Revenues in the Subordinate Lien Account may be used at any time for
any legal purpose permitted under Chapter 457 of the Oregon Revised Statutes. The Agency may
create subaccounts in the Subordinate Lien Account.
4.6 Earnings. Earnings on all funds in the Senior Lien Debt Service Account shall be
credited to that account. Earnings on each subaccount in the Senior Lien Reserve Account shall
be credited to that subaccount whenever the balance in that subaccount is less than that
subaccount's Reserve Funding Requirement. If earnings would cause the balance in a
subaccount to exceed its Reserve Funding Requirement the earnings shall be [credited first, to
any subaccount in the Senior Lien Reserve Account having a balance that is less than its Reserve
Funding Requirement, and second, to the Senior Lien Debt Service Account.]
Section 5. Parity Senior Lien Indebtedness.
5.1 Except as provided in Section 5.2, the Agency may issue Parity Senior Lien Indebtedness
only if all of the following conditions are met:
(A) As of the date of Closing of the Parity Senior Lien Indebtedness,no Event of Default
under this Master Borrowing Declaration or any Supplemental Declaration has occurred
and is continuing.
(B) As of the date of Closing of the Parity Senior Lien Indebtedness, there is no deficiency in
the Senior Lien Debt Service Account, and all required deposits to all subaccounts in the
Senior Lien Reserve Account have been made.
(C) On or before the date of Closing of the Parity Senior Lien Indebtedness the Agency
provides either:
(1) a certificate of the Agency Official stating that the Maximum Tax Increment
Revenues for the Base Period at least equaled one hundred fifty percent
(150.00%) of the average Annual Debt Service that is scheduled to be paid
during each Fiscal Year that the Parity Senior Lien Indebtedness will be
Outstanding, calculated with the proposed Parity Senior Lien Indebtedness
treated as Outstanding; or,
(2) a report from an Qualified Consultant projecting that the Maximum Tax
Increment Revenues will be at least one hundred fifty percent(150.00%) of the
average Annual Debt Service in the current Fiscal Year and the five
subsequent Fiscal Years, calculated with the proposed Parity Senior Lien
Indebtedness treated as Outstanding.
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3592030.5 045228 RSIND
5.2 The Agency may issue Parity Senior Lien Indebtedness to refund Outstanding Senior
Lien Borrowings without complying with Section 5.1 if:
(A) the refunded Senior Lien Borrowings are paid or defeased on the date of delivery of the
refunding Parity Senior Lien Indebtedness; and,
(B) the Annual Debt Service on the refunding Parity Senior Lien Indebtedness does not
exceed the Annual Debt Service on the refunded Senior Lien Borrowings in any Fiscal
Year by more than $5,000.
In addition to allowing refunding of maturities of Outstanding Senior Lien Borrowings which are
not Balloon Payments, this Section 5.2 is intended to allow Outstanding Senior Lien Borrowings
which comprise a Balloon Payment to be refunded with Parity Senior Lien Indebtedness when
the Annual Debt Service on the refunding Parity Senior Lien Indebtedness does not exceed the
Estimated Debt Service Requirement for the refunded Outstanding Senior Lien Borrowings in
any Fiscal Year by more than $5,000.
5.3 All Parity Senior Lien Indebtedness issued in accordance with this Section 5 shall have a
lien on the Security which is equal to the lien of all other Outstanding Senior Lien Borrowings.
5.4 The Estimated Debt Service Requirement for Balloon Payments shall be calculated in
accordance with this Section 5.4.
(A) Whenever a Balloon Payment is part of a new issue of Series of Parity Senior Lien
Indebtedness, the Agency Official shall prepare a schedule of principal and interest
payments for a hypothetical Series of Parity Senior Lien Indebtedness that refunds each
Outstanding Balloon Payment in accordance with this Section 5.4. The Agency Official
shall prepare that schedule as of the date the Parity Senior Lien Indebtedness is sold, and
that schedule shall be used to determine compliance with the tests for Parity Senior Lien
Indebtedness, the Senior Lien Reserve Account, the release covenant as described in
Section 7.4 and any other applicable test in this Master Borrowing Declaration.
(B) Each hypothetical Series of refunding Parity Senior Lien Indebtedness shall be assumed
to be paid in equal annual installments of principal and interest sufficient to amortize the
principal amount of the Balloon Payment over the term specified in the closing
documents for the Balloon Payment or, if those documents do not specify a term, for the
term selected by the Agency Official. However, the Agency Official shall not select a
term that exceeds the lesser of. a) the difference between the date the Balloon Payment is
due and 20 years from the date on which the Series of Parity Senior Lien Indebtedness
containing the Balloon Payment was issued, or b) the Agency's estimate of the remaining
weighted average useful life(expressed in years and rounded to the next highest integer)
of the assets which are financed with the Balloon Payment. The first annual installment
shall be assumed to be due on the date the Balloon Payment is due.
(C) The hypothetical Series of refunding Parity Senior Lien Indebtedness shall be assumed to
bear interest at the rate the Balloon Payment bears interest.
Page 11 —Master Borrowing Declaration
3592030.5 045228 RSIND
(D) For the First Senior Lien Reserve Subaccount: The schedule described in this Section 5.4
shall be combined with the schedule for payment of any debt service on that Series that is
not a Balloon Payment, and that combined schedule shall be used to determine the
Reserve Funding Requirement as long as that Series is Outstanding.
(E) For the tests for issuing Parity Senior Lien Indebtedness in Section 5.1, the covenants in
Section 7.4, and any other applicable tests in this Master Borrowing Declaration: The
schedule described in this Section 5.4 shall be used to calculate each Estimated Debt
Service Requirement.
Section 6. Subordinate Lien Borrowings.
The Agency may issue Subordinate Lien Borrowings only if the Subordinate Lien Borrowings
comply with the requirements of this Section 6. Subordinate Lien Borrowings shall not be
payable from any account of the Tax Increment Account except the Subordinate Lien Account or
a subaccount of the Subordinate Lien Account. All Subordinate Lien Borrowings shall state
clearly that:
6.1 They are secured by a lien on or pledge of the Tax Increment Revenues which is
subordinate to the lien on, and pledge of, the Tax Increment Revenues that secure the Senior
Lien Borrowings; and,
6.2 They are not payable from any account of the Tax Increment Account except the
Subordinate Lien Account or a subaccount of the Subordinate Lien Account.
On the date of this Master Borrowing Declaration the Agency has approximately $[ ] in
aggregate principal amount of Subordinate Lien Borrowings outstanding under the
Intergovernmental Agreement for the Provision of Administrative and Development Services
between the City and the Agency dated July 30, 2019.
Section 7. General Covenants.
The Agency hereby covenants and agrees with the Owners of all Outstanding Senior Lien
Borrowings as follows:
7.1 The Agency shall promptly cause the principal,premium, if any, and interest on the
Senior Lien Borrowings to be paid as they become due in accordance with the provisions of this
Master Borrowing Declaration and any Supplemental Declaration,but solely from the Security
pledged under this Master Borrowing Declaration.
7.2 The Agency shall not issue any obligations which have a lien or claim on the Security,
which is superior to the lien or claim of the Owners so long as any Senior Lien Borrowings are
Outstanding.
7.3 The Agency shall issue obligations which have a lien or claim on the Security which is on
a parity with the lien and claim of the Owners only as provided in Section 5.
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3592030.5 045228 RSIND
7.4 The Agency covenants that it shall not remove property from the Area unless the Agency
first provides to all Paying Agents for Senior Lien Borrowings (and to any lenders which
purchased Senior Lien Borrowings directly from the Agency) a certification that the Maximum
Tax Increment Revenues for the Fiscal Year in which the removal occurs would have been no
less than one hundred and twenty-five percent (125%) of average Annual Debt Service after
taking into account the reasonable effects of the removal.
7.5 The Agency shall refinance or otherwise provide for the payment of any Balloon
Payments not later than the date on which the Balloon Payments are actually due.
7.6 The Agency shall maintain complete books and records relating to the Tax Increment
Account,the Tax Increment Revenues and the Senior Lien Borrowings in accordance with
generally accepted accounting principles, and will cause such books and records to be audited
annually at the end of each Fiscal Year, and an audit report prepared by the an independent
auditor and made available for the inspection of Owners.
Section 8. Amendment of Declaration.
8.1 The Agency may adopt a Supplemental Declaration to amend this Master Borrowing
Declaration without the consent of any Owner for any one or more of the following purposes:
(A) To cure any ambiguity or formal defect or omission in this Master Borrowing
Declaration;
(B) To add to the covenants and agreements of the Agency in this Master Borrowing
Declaration other covenants and agreements to be observed by the Agency which are not
contrary to or inconsistent with this Master Borrowing Declaration as theretofore in
effect;
(C) To confirm, as further assurance, any security interest or pledge created under this Master
Borrowing Declaration or any Supplemental Declaration;
(D) To issue Parity Senior Lien Indebtedness or Subordinate Lien Borrowings pursuant to
this Master Borrowing Declaration; or,
(E) To make any change which, in the reasonable judgment of the Agency, does not
materially and adversely affect the rights of the Owners of Senior Lien Borrowings.
8.2 The Agency may amend this Master Borrowing Declaration for any other purpose,but
only if the Agency obtains the consent of Owners representing not less than fifty-one percent
(51%) in aggregate principal amount of the adversely affected Senior Lien Borrowings then
Outstanding in accordance with Section 10. However, no amendment shall be valid which:
(A) extends the maturity of any Senior Lien Borrowings,
(B) reduces the rate of interest on any Senior Lien Borrowings,
(C) extends the time of payment of interest on any Senior Lien Borrowings,
Page 13 —Master Borrowing Declaration
3592030.5 045228 RSIND
(D) reduces the amount of principal payable on any Senior Lien Borrowings,
(E) reduces any premium payable on any Senior Lien Borrowings,without the consent of all
affected Owners;
(F) reduces the percent of Owners required to approve amendments to this Master Borrowing
Declaration; or
(G) amends this Section 8.2.
Section 9. Default and Remedies.
9.1 The occurrence of one or more of the following shall constitute an Event of Default under
this Master Borrowing Declaration:
(A) Failure by the Agency to pay Senior Lien Borrowing principal, interest or premium when
due;
(B) Failure by the Agency to observe and perform any covenant, condition or agreement
which this Master Borrowing Declaration requires the Agency to observe or perform for
the benefit of Owners of Senior Lien Borrowings, which failure continues for a period of
30 days after written notice to the Agency by the Owners of ten percent or more of the
principal amount of Senior Lien Borrowings then Outstanding specifying such failure and
requesting that it be remedied;provided however, that if the failure stated in the notice
cannot be corrected within such 30 day period, it shall not constitute an Event of Default
so long as corrective action is instituted by the Agency within the 30 day period and
diligently pursued, and the default is corrected as promptly as practicable after the written
notice referred to in this paragraph(B); or,
(C) The Agency is adjudged insolvent by a court of competent jurisdiction, admits in writing
its inability to pay its debts generally as they become due, files a petition in bankruptcy,
or consents to the appointment of a receiver for Tax Increment Revenues.
9.2 The Owners of fifty-one percent (51%) or more of the principal amount of Senior Lien
Borrowings then Outstanding may waive any Event of Default and its consequences, except an
Event of Default described in Section 9.1(A).
9.3 If an Event of Default occurs, any Owner may exercise any remedy available at law or in
equity including mandamus where applicable. However, the Senior Lien Borrowings shall not
be subject to acceleration.
9.4 No remedy by the terms of this Master Declaration conferred upon or reserved to the
Owners is intended to be exclusive of any other remedy,but each and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Master Borrowing
Declaration or existing at law or in equity or by statute on or after the date of adoption of this
Master Borrowing Declaration.
Page 14—Master Borrowing Declaration
3592030.5 045228 RSIND
Section 10. Ownership of Senior Lien Borrowings.
10.1 For purposes of detennining the percentage of Owners consenting to, waiving or
otherwise acting with respect to any matter that may arise under this Master Borrowing
Declaration:
(A) the initial purchaser of a Series of Senior Lien Borrowings may be treated as the Owner
of that Series at the time that Series is delivered in exchange for payment; and,
(B) the issuer of a municipal bond insurance policy which insures payment of all principal
and interest due on one or more Series of Senior Lien Borrowings may be treated as the
Owner of all Senior Lien Borrowings insured by that policy.
Section 11. Defeasance.
The Agency shall be obligated to pay any Senior Lien Borrowings which are defeased in
accordance with this Section 11 solely from the cash and Government Obligations which are
deposited in escrow pursuant to this Section 11. Senior Lien Borrowings shall be deemed
defeased if the Agency:
11.1 irrevocably deposits money or noncallable Government Obligations in escrow with an
independent trustee or escrow agent which are calculated to be sufficient without reinvestment
for the payment of the Senior Lien Borrowings which are to be defeased; and,
11.2 files with the escrow agent or trustee an opinion from a Qualified Consultant to the effect
that the money and the principal and interest to be received from the Government Obligations are
calculated to be sufficient, without further reinvestment, to pay the defeased Senior Lien
Borrowings when due.
Section 12. Rules of Construction.
In determining the meaning of provisions of this Master Borrowing Declaration, the following
rules shall apply unless the context clearly requires application of a different meaning:
12.1 References to section numbers shall be construed as references to sections of this Master
Borrowing Declaration.
12.2 References to one gender shall include all genders.
12.3 References to the singular include the plural, and references to the plural include the
singular.
Section 13. The Initial Bond as Parity Senior Lien Indebtedness.
13.1 The Initial Bond is the first Senior Lien Borrowing issued under this Master Borrowing
Declaration, and the tests for Parity Senior Lien Indebtedness under Section 5 of this Master
Borrowing Declaration do not apply to issuance of the Initial Bond.
Page 15 —Master Borrowing Declaration
3592030.5 045228 RSIND
Section 14. The Initial Bond.
14.1 Security. The Agency shall issue the Initial Bond pursuant to the Resolution and this
Master Borrowing Declaration. The Initial Bond shall be Parity Senior Lien Indebtedness. The
Initial Bond is secured by the First Reserve Subaccount.
14.2 Payment Dates and Interest Rate.
(A) The Initial Bond shall be issued in the principal amount of$[Principal], shall be dated
, 20 and shall bear interest at a rate of[ ] percent ([ ]%) computed on a
30/360 basis. Interest on the Initial Bond shall be payable semiannually on [June I and
December 1], commencing [December 1, 20 ] and principal shall be payable annually
on [June I] as provided in the table below:
Date Principal ($)
(B) All principal of the Initial Bond, plus accrued interest, shall be paid no later than
[ , 20_].
(C) Any payment by the Agency to the Initial Bond Lender shall be applied first to pay
accrued interest, and second to pay Initial Bond principal.
14.3 [Prepayment.
(A) The Initial Bond may be prepaid in whole or in part on any Business Day, without
penalty upon 30 days' prior written notice to the Initial Bond Lender.
(B) Prepayments by the Agency to the Initial Bond Lender shall be applied first, to pay
accrued interest on the principal amount that is prepaid, and second to reduce the
outstanding principal balance.
(C) The Initial Bond Lender will apply the prepayments to the final payments. The Initial
Bond Lender will provide the updated payment schedule promptly to the Agency.]
14.4 Event of Default. If an Event of Default occurs while the Initial Bond is Outstanding, the
Initial Bond Lender may exercise any remedy available at law or in equity and as set forth in this
Master Borrowing Declaration. However, the Initial Bond shall not be subject to acceleration.
Page 16—Master Borrowing Declaration
3592030.5 045228 RSIND
14.5 Form of Initial Bond. The Initial Bond shall be in substantially the form attached hereto
as Appendix A,with such changes as may be approved by the Agency Official.
14.6 Agreements between the Agency and the Initial Bond Lender.
(A) If either party incurs any expenses in connection with enforcing the Initial Bond, or if the
Initial Bond Lender takes collection action under Initial Bond, the losing party shall pay
to the prevailing party, on demand, the prevailing party's reasonable costs and reasonable
attorneys' fees, whether at trial, on appeal or otherwise, including any allocated costs of
in-house counsel.
(B) Other Fees and Costs. The Agency shall pay the fees and costs of legal counsel, and any
other expenses and costs that the Agency incurs in connection with the Initial Bond. The
Agency shall also pay the Initial Bond Lender a fee of$[ ] promptly at closing.
The Initial Bond Lender shall pay all out-of-pocket expenses of the Initial Bond Lender
and Initial Bond Lender's counsel, including travel and other expenses.
14.7 Representations of the Agency to the Initial Bond Lender so long as amounts are
Outstanding under the Initial Bond.
(A) The Agency shall make its audited financial statements available on the Agency's or the
City's website or the Electronic Municipal Market Access system ("EMMA")within 270
days after the end of each Fiscal Year. If not otherwise available publicly on the
Agency's or the City's website or EMMA, the Agency shall provide the Initial Bond
Lender its audited financial statements within 270 days after the end of each Fiscal Year.
However, if the Agency's audited financial statements are not available within 270 days
after the end of a Fiscal Year, the Agency shall file its unaudited financial statements for
that Fiscal Year with the Initial Bond Lender not later than 270 days after the end of that
Fiscal Year, and shall make the audited financial statements for that Fiscal Year available
on the Agency's or the City's website or EMMA or provide them to the Initial Bond
Lender promptly after the audited financial statements become available
(B) The Agency is duly created and existing under the laws of the State of Oregon, has all
necessary power and authority to enter into this Master Borrowing Declaration and
perform its duties under this Master Borrowing Declaration.
(C) The adoption of the Resolution, the execution of this Master Borrowing Declaration and
the performance of the Agency's obligations under this Master Borrowing Declaration do
not conflict in any material respect with, or constitute a material breach of or default
under, any law, court decree, administrative regulation, resolution or other agreement to
which the Agency is a party or by which it is bound.
(D) There is no action, suit, proceeding or investigation at law or in equity before or by any
court or governmental agency having jurisdiction over the Agency that is pending or,to
the best of the knowledge of the Agency, is threatened against the Agency to restrain or
enjoin the execution of this Master Borrowing Declaration,the adoption of the
Resolution, or the collection and application of the funds as contemplated by the
Resolution and this Master Borrowing Declaration, or any other action, that, if such
Page 17—Master Borrowing Declaration
3592030.5 045228 RSIND
matter were adversely decided against the Agency would, in the reasonable judgment of
the Agency,have a material and adverse effect on the ability of the Agency to pay the
amounts due under this Master Borrowing Declaration.
(E) 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 Master
Borrowing Declaration to exist,to have happened and to have been performed precedent
to and in the execution and the delivery of this Master Borrowing Declaration and the
Initial Bond and all related documents, do exist,have happened and have been performed
in due time, form and manner, as required by law, and that this Master Borrowing
Declaration and the Initial Bond are valid and binding special obligations of the Agency
that are enforceable against the Agency in accordance with their terms, except to the
extent that enforceability may be limited by(i)bankruptcy, insolvency, fraudulent
conveyance,reorganization,moratorium and other laws affecting creditors' rights
generally; (ii)the application of equitable principles and the exercise of judicial
discretion in appropriate cases; (iii) common law and statutes affecting the enforceability
of contractual obligations generally; and (iv)principles of public policy concerning,
affecting or limiting the enforcement of rights or remedies against governmental entities
such as the Agency.
14.8 Disclosure; Assignment.
(A) No official statement or other disclosure document has been prepared in connection with
the Initial Bond and the Agency has no obligation in connection with the Initial Bond to
provide any disclosure regarding operating information or material events to the
Municipal Securities Rulemaking Board or any dissemination agent. The Agency is
obligated to provide information to the Initial Bond Lender in connection with the Initial
Bond only as specifically stated in Section 14.7 hereof.
(B) The Initial Bond Lender may not transfer or assign its rights and obligations under the
Initial Bond unless the transferee delivers to the Agency an investor letter in substantially
the form of the qualified investor letter delivered by the Initial Bond Lender on the
closing date of the Initial Bond and the transferee is either(i) a successor in interest of the
Initial Bond Lender by means of a corporate merger, an exchange of stock, or a sale of
assets, (ii) a"Bank" as that term is defined in Section 3 (a)(2) of the Securities Act of
1933, or(iii) to an affiliate of the Initial Bond Lender.
(C) The Agency may not assign its rights and obligations under the Initial Bond without the
prior written consent of the Initial Bond Lender, which may be withheld in the Initial
Bond Lender's sole discretion.
This Master Borrowing Declaration may be executed in several counterparts, which
together shall constitute one and the same instrument.
[The remainder of this page is left blank intentionally.]
Page 18 —Master Borrowing Declaration
3592030.5 045228 RSIND
Dated as of the day of , 20 .
Town Center Development Agency, Oregon
By:
Steve Rymer, Executive Director
Acknowledging and agreeing to the provisions in Section 14.
[Lender]
By:
[Authorized Officer]
Signature Page—Master Borrowing Declaration
3592030.5 045228 RSIND
It
Appendix A
No.R-1 $[Principal]
United States of America
Town Center Development Agency
Washington County
State of Oregon
Urban Renewal and Redevelopment Bond(Tigard Triangle Urban Renewal Area)
Series 20
The Town Center Development Agency,Oregon(the"Agency"),for value received,acknowledges itself
indebted and hereby promises to pay,but solely from the Tax Increment Revenues and amounts described in the
Master Borrowing Declaration dated ,20_(the"Master Borrowing Declaration"),to[Lender] (the
"Initial Bond Lender"),the aggregate principal amount of$[Principal]in the installments described in Section[14.2]
of the Master Borrowing Declaration.
Interest is payable semiannually on[June 1 and December 11 commencing[December 1,2021],at the rate
described in Section[14.2]of the Master Borrowing Declaration and shall be computed on the basis of a 360-day
year of twelve 30-day months.
This Initial Bond is issued pursuant to Agency Resolution No. ,which was adopted on ,
20 ,and the Master Borrowing Declaration(collectively,the"Resolution"). Capitalized terms used in this Initial
Bond have the meanings defined for such terms in the Resolution.
This Initial Bond is issued by the Agency for the purpose of financing the costs of urban renewal projects
within the Tigard Triangle Urban Renewal Area(the"Area"),which will be located in the Area in full and strict
accordance and compliance with all of the provisions of the Constitution and statutes of the State of Oregon.
This Initial Bond is a special obligation of the Agency,payable solely from the Security as defined and
provided in the Resolution. The Initial Bond is Parity Senior Lien Indebtedness under the Resolution. The Initial
Bond is secured by the First Reserve Subaccount. The Agency has reserved the right to issue obligations on a parity
lien with the Initial Bond in the future,as provided in the Resolution. The Agency also has the right to issue
obligations which have a subordinate lien on the Tax Increment Revenues.
THIS INITIAL BOND IS NOT A GENERAL OBLIGATION OF THE AGENCY OR THE CITY OF
TIGARD,OREGON AND IS PAYABLE SOLELY FROM THE SECURITY AS PROVIDED IN THE
RESOLUTION.
This Initial Bond may be prepaid in whole or in part on any Business Day,without penalty,upon 30 days'
prior written notice to the Initial Bond Lender.
This Initial Bond may only be transferred as permitted by the Resolution.Any transfer of this Initial Bond
must be registered with the Agency and the Agency may treat the person in whose name this Initial Bond is
registered as its absolute owner for all purposes.
The Owner may exchange or transfer any Initial Bond only by surrendering it,together with a written
instrument of exchange or transfer which is satisfactory to the Agency and duly executed by the Owner or his or her
duly authorized attorney.
IT IS HEREBY CERTIFIED,RECITED,AND DECLARED that all conditions,acts,and things required
to exist,to happen,and to be performed precedent to and in the issuance of this Initial Bond have existed,have
happened,and have been performed in due time,form,and manner as required by the Constitution and statutes of
the State of Oregon;and that the issue of which this Initial Bond is a part,and all other obligations of the Agency,
are within every debt limitation and other limit prescribed by such Constitution and statutes.
Page 1 -Form of Bond(Appendix A to Bond Declaration)
IN WITNESS WHEREOF,the Agency has caused this Initial Bond to be signed by the manual signature of
the[ of the City of Tigard,Oregon],as Agency Official under the Resolution,as of the day of
,20—.
Town Center Development Agency,Oregon
Steve Rymer,Executive Director
Page 2-Form of Bond(Appendix A to Bond Declaration)