HomeMy WebLinkAboutCouncil Resolutions 1489 RESOLUTION NO./In I
A RESOLUTION OF THE CITY OF CENTRAL POINT,OREGON
AUTHORIZING FINANCING OF PROJECTS AND
REFINANCING OF EXISTING BORROWING.
RECITALS:
A. The City of Central Point, Oregon (the "City") is authorized by Oregon Revised Statutes
("ORS") Section 271.390 to enter into financing agreements to finance or refinance real
or personal property which the City Council determines is needed, and to authorize
obligations evidencing the right to receive the payments due from the City under those
financing agreements; and
B. The estimated weighted average life of a financing agreement shall not exceed the
estimated dollar weighted average life of the real or personal property to be financed or
refinanced by such financing agreement; and
C. It is desirable to obtain financing in a maximum principal amount of$10,000,000 for
(1)projects described in the Downtown&East Pine Street Corridor Revitalization Plan,
as it has been and may be amended (the "Urban Renewal Projects"); (2)to fund
waterline improvements; and(3)to fund streetscaping projects (collectively with the
waterline improvements and the Urban Renewal Projects, the "Projects"); and
D. The Central Point Development Commission (the"Development Commission") is
projected to have sufficient tax increment revenues to pay the amounts due from the City
in connection with the financing of the Urban Renewal Projects, and will enter into an
intergovernmental agreement with the City to use tax increment revenues to pay those
amounts; and
E. Prior to the issuance of the financing agreement the City or the Development Comission
may incur certain capital expenditures (the "Expenditures") with respect to the Projects;
and
F. The City has determined that amounts advanced to pay the Expenditures prior to the
issuance of the financing agreement may be available only for a temporary period and it
may be necessary to reimburse the City or the Development Commission for the
Expenditures from the proceeds of the financing agreement; and
G. The City is also authorized by ORS 287A.360 through 287A.380 to refund outstanding
borrowings; and
H. The City has its Loan Agreement for Safe Drinking Water Revolving Loan Fund, Central
Point Hamerick Reservoir, Project No. S10010 (the"2010 Loan Agreement")
outstanding; and
I. Under current market conditions refunding all or a portion of the 2010 Loan Agreement
may produce debt service savings.
Page 1 - Resolution No.
2760709 3 041276 RSIND
NOW,THEREFORE,the City of Central Point resolves as follows:
Section 1. Determination of Need.
The City Council hereby determines that the Projects are needed and that the projects
financed with the 2010 Loan Agreement were needed at the time they were financed and remain
needed.
Section 2. Financing Authorized for Projects.
The City Council hereby authorizes the issuance of full faith and credit financing
agreements in a principal amount of not to exceed$10,000,000 to finance the Projects and to pay
costs related to the financing. The financing agreements authorized by this Section shall be
executed and sold pursuant to ORS 271.390 and the relevant provisions of ORS Chapter 287A
and as provided in this resolution.
Section 3. Refinancing of 2010 Loan Agreement Authorized.
The City Council hereby authorizes the issuance of full faith and credit financing
agreements to refund all or any portion of the 2010 Loan Agreement that achieves debt service
savings in a principal amount sufficient to prepay that portion of the 2010 Loan Agreement and
to pay estimated costs related to the refunding and the financing agreements. The financing
agreements authorized by this Section shall be executed and sold pursuant to ORS 271.390, ORS
287A.360 through 287A.380 and the other relevant provisions of ORS Chapter 287A and as
provided in this resolution (the"Resolution").
Section 4. Delegation.
The City Manager,the Finance Director, or the person designated by either of those
individuals (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:
(A) Negotiate, execute and deliver one or more financing agreements (the "Financing
Agreements")to accomplish the financings authorized in Section 2 and Section 3 of this
Resolution. 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.
(B) Select Washington Federal and/or another commercial bank or investor with
which to negotiate, execute and deliver the Financing Agreements.
(C) Negotiate, execute and deliver notes to evidence amounts due under the Financing
Agreements.
(D) 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.
Page 2 -Resolution No.
2760709.3 041276 RSIND
(E) Engage the services of municipal advisors, bond counsel, escrow agents and any
other professionals whose services are desirable for the financing.
(F) Determine the final principal amount of each Financing Agreement, the interest
rate or rates which each Financing Agreement shall bear,the payment dates,the City's
prepayment rights and other terms of each Financing Agreement.
(G) Issue any qualifying Financing Agreement as a"tax-exempt bond" bearing
interest that is excludable from gross income under the Internal Revenue Code of 1986,as
amended(the "Code")and enter into covenants to maintain the excludability of interest on those
Financing Agreements from gross income under the Code.
(H) Issue any Financing Agreement as a"taxable bond"bearing interest that is
includable in gross income under the Code.
(I) Designate any qualifying Financing Agreement as a"qualified tax-exempt
obligation"pursuant to Section 265(b)(3)of the Code, if applicable.
(J) Select the portions of the 2010 Loan Agreement that may be refunded to obtain
debt service savings (the "Refundable Loan Agreement").
(K) Provide for the call and prepayment of any portion of the Refundable Loan
Agreement that is refunded and enter into related agreements and take related actions.
(L) 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 Tax Increment Revenues.
The City Official is authorized to enter into one or more intergovernmental agreements
with the 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 Agreements for Urban
Renewal Projects. The intergovernmental agreements shall be in substantially the form attached
to this resolution as Exhibit A,but with any changes the City Official may approve.
Section 6. Security.
The Financing Agreements may constitute unconditional obligations of the City,which
are payable from all legally available funds of the City. The City Official may pledge the City's
full faith and credit and taxing power within the limitations of Sections 11 and 11 b of Article XI
of the Oregon Constitution pursuant to ORS 287A.315.
Section 7. Reimbursement Declaration.
The City hereby declares its official intent to reimburse itself or the Development
Commission from the proceeds of the Financing Agreement for any Expenditures on the
Projects. This shall serve as official action of the City in order to comply with Treasury
Regulation Section 1.150-2 and any other regulations of the Internal Revenue Service relating to
Page 3 -Resolution No.
27607093 041276 RSIND
the qualification for reimbursement of Expenditures of incurred prior to the date of issue of the
Financing Agreement.
Section 8. Effective Date.
This Resolution is effective immediately upon adoption.
Passed by the City Council and signed by me in authentication of its passage this 23rd
day of February, 2017.
City of Central Point
Jackson County, Oregon
Hank Williams,Mayor
Attest:
/
/./
i../
;Canna Casey, City 'ecorder,
Page 4 - Resolution No.
2760709.3 041276 RSJND
Exhibit A:
Form of
Intergovernmental Agreement
to Make Financing Payments
by and between the
Central Point Development Commission, Oregon
and the
City of Central Point, Oregon
Dated as of , 2017
2762452.3 041276 AGMT
TABLE OF CONTENTS
Section 1. Definitions and Recitals 1
(1) Definitions 1
(2) Findings 1
Section 2. The Financing Payments. 2
(1) The Financing Payments. 2
(2) Security for the Obligation of the Commission to Pay the Financing Payments 2
Section 3. Prepayment 2
Section 4. Estoppel 2
Section 5. Title 3
Section 6. Miscellaneous 3
(1) Binding Effect. 3
(2) Severability 3
(3) Amendments 3
(4) Execution in Counterparts 3
(5) Applicable Law. 3
(6) Rules of Construction 3
(7) Headings 3
Table of Contents
2762452 3 041276 AGMT
Intergovernmental Agreement
to Make Financing Payments
This Intergovernmental Agreement to Make Financing Payments is dated as of
2017,and is entered into by and between the Central Point Development Commission,Oregon
(the"Commission") and the City of Central Point, 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 that are defined in this Section 1(1) shall have the following meanings:
"Area"means the Central Point Urban Renewal Area described in the Plan.
"Financing Agreement" means the Financing Agreement(Series 2017) between the City and
. in the principal amount of$ to finance the Projects, which is dated as
of , 2017.
"Financing Payments"means the principal and interest payments the City is required to make to
under the Financing Agreement that are attributable to the Projects, which payments
are provided in Exhibit A hereto.
"Plan"means the Downtown&East Pine Street Corridor Revitalization Plan approved by City
Ordinance No. 1955,as that plan has been, and may in the future be, amended.
"Projects"means a portion of the projects described in the Plan, including East Pine Street
improvements, downtown core area signals,and miscellaneous public works projects.
"Tax Increment Revenues"means all revenues that the Commission collects for the Area under
the provisions of Article IX, Section lc of the Oregon Constitution and ORS Chapter 457.
(2) Findings.
(A) The City has entered into the Financing Agreement to, in part, finance costs of the
Projects and to pay costs of issuance.
(B) The Projects are properly described as urban renewal projects in the Plan.
(C) The Commission is authorized to spend Tax Increment Revenues to pay for the costs of
the Projects.
(D) The Projects will assist the Commission in carrying out the Plan.
Page 1 - Intergovernmental Agreement
2762452 3 041276 AGMT
(E) The Commission will only spend the proceeds it receives from the City on the Projects so
long as the Projects are described in the Plan, located in the Area, and are owned by the
City or the Commission.
(F) The Commission's maximum indebtedness is $43,177,530,the Commission has made
not more than $182,000 of expenditures that count against that limit, and therefore has at
least$42,995,530 of unused maximum indebtedness available prior to executing this
Intergovernmental Agreement.
Section 2. The Financing Payments.
(1) The Financing Payments.
The Commission hereby agrees to pay to the City, not less than one business day prior to the
dates on which the City is required to pay the Financing Payments, amounts that are equal to the
Financing Payments in a maximum principal amount of$ . The amounts and dates
of the Financing Payments are shown in Exhibit A.
(2) Security for the Obligation of the Commission to Pay the Financing Payments.
This Intergovernmental Agreement shall constitute indebtedness of the Commission in a
principal amount that is equal to the Financing Amount. The Commission is obligated to make
the payments due under this Intergovernmental Agreement solely from the Tax Increment
Revenues. Pursuant to ORS 287A.310,the Commission pledges the Tax Increment Revenues to
pay the amounts described in Section 2(1). The pledge that secures this Intergovernmental
Agreement shall be superior to all other pledges or commitments of Tax Increment Revenues
that the Commission 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. However,
the pledge that secures this Intergovernmental Agreement shall have a lien on Tax Increment
Revenues that is equal to the lien that secures other indebtedness of the Commission issued to the
City and secured by a pledge of the Tax Increment Revenues.
Section 3. Prepayment.
If the City exercises its option to prepay the Financing Payments in whole or in part, unless the
Commission consents in advance and in writing,the Commission shall not be obligated to
prepay the amounts due from it under this Intergovernmental Agreement.
Section 4. Estoppel.
The Commission 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 Commission that is
enforceable against the Commission in accordance with its terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
Page 2 - Intergovernmental Agreement
2762452 3 041276 AGMT
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 Agreement 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
Commission 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 Jackson County, Oregon, or any court in the State of Oregon where jurisdiction and venue are
proper.
(6) Rules of Construction.
References to section numbers in documents that 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.
Page 3 - Intergovernmental Agreement
2762452 3 041276 AGMT
IN WITNESS WHEREOF,the Commission and the City have executed this Intergovernmental
Agreement as of the date indicated above.
For the Central Point Development Commission,
Oregon
Authorized Officer
For the City of Central Point,Oregon
Authorized Officer
Page 4 - Intergovernmental Agreement
2762452 3 041276 AGMT
EXHIBIT A
Financing Payment Schedule
Interest at the rate of %, calculated on a basis, is payable on 1
and 1 commencing 1, 20_. Principal is payable according to the
following schedule:
Date Principal
Exhibit A to Intergovernmental Agreement
2762452 3 041276 AGMT
Financed $ 4,966,000 $ 3,634,000 $ 900,000 $ 500,000 $ 10,000,000
Period 2016 2016 New Money
Ending Refunding Urban Renewal Street Fund Water Fund Total
12/1/2017 $ 397,177 $ 167,453 $ 58,706 $ 32,281 $ 655,617
12/1/2018 $ 400,720 $ 196,531 $ 74,222 $ 41,354 $ 712,827
12/1/2019 $ 401,468 $ 228,811 $ 73,875 $ 40,604 $ 744,758
12/1/2020 $ 401,009 $ 256,185 $ 73,503 $ 40,852 $ 771,549
12/1/2021 $ 401,368 $ 287,756 $ 74,104 $ 41,076 $ 804,304
12/1/2022 $ 401,520 $ 334,395 $ 73,654 $ 41,272 $ 850,841
12/1/2023 $ 401,466 $ 333,687 $ 74,177 $ 41,443 $ 850,773
12/1/2024 $ 401,203 $ 333,823 $ 73,650 $ 41,589 $ 850,265
12/1/2025 $ 400,734 $ 333,778 $ 74,095 $ 40,709 $ 849,316
12/1/2026 $ 401,057 $ 334,552 $ 73,489 $ 40,829 $ 849,927
12/1/2027 $ 401,148 $ 334,119 $ 73,858 $ 40,921 $ 850,046
12/1/2028 $ 401,005 $ 334,504 $ 74,174 $ 40,990 $ 850,673
12/1/2029 $ 401,629 $ 333,683 $ 73,439 $ 41,031 $ 849,782
12/1/2030 $ 400,995 $ 334,680 $ 73,678 $ 41,045 $ 850,398
12/1/2031 $ 401,125 $ 334,444 $ 73,865 $ 41,036 $ 850,470
$ 6,013,624 $ 4,478,401 $ 1,092,489 $ 607,032 $ 12,191,546
2.59% 2.59%
Principal P&l
Resized DS
12/1/2017 486,000 655,617
12/1/2018 466,000 712,827
12/1/2019 508,000 744,758
12/1/2020 551,000 771,549
12/1/2021 598,000 804,304
12/1/2022 657,000 850,841
12/1/2023 674,000 850,773
12/1/2024 691,000 850,265
12/1/2025 710,000 849,316
12/1/2026 727,000 849,927
12/1/2027 746,000 850,046
12/1/2028 766,000 850,673
12/1/2029 786,000 849,782
12/1/2030 807,000 850,398
12/1/2031 827,000 850,470
10,000,000 12,191,546