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Res 05-03 Urban Renewal Bonds RESOLUTION NO. 05-03 A RESOLUTION OF THE URBAN RENEWAL AGENCY OF THE CITY OF WOODBURN, OREGON AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE OF URBAN RENEWAL BONDS. WHEREAS, the City of Woodburn (the "City") and the Urban Renewal Agency of the City of Woodburn (the "Agency") have formed the Woodburn Urban Renewal Area (the "Area") in compliance with Oregon law, and City Ordinance No. 2298 approving the urban renewal plan (the "Plan") was enacted on August 14,2001, and petitions were filed with the City seeking to refer the ordinance to the City voters, who approved the ordinance at an election held on March 12, 2002; and, WHEREAS, the Plan establishes a maximum indebtedness for the Plan of $29,300,000, and as of the date of this resolution, the City has incurred $285,947.47 of indebtedness for the Plan; and, WHEREAS, the Agency adopts this resolution to authorize the issuance of bonds which are payable from the tax increment revenues of the Area in a principal amount of not more than $2,000,000, and to provide the terms under which future urban renewal indebtedness may be issued; NOW THEREFORE, THE URBAN RENEWAL AGENCY OF THE CITY OF WOODBURN, RESOLVES AS FOLLOWS: Section 1. Definitions. Unless the context clearly requires otherwise, the following terms shall have the following meanmgs: "Agency Official" means the Mayor of the City, the City Administrator, the Finance Director of the City, or a person designated by the Mayor, the City Administrator, or the Finance Director to act as Agency Official under this Master Resolution. "Agency" means the Urban Renewal Agency ofthe City of Woodburn. "Annual Debt Service" means the amount required to be paid in a Fiscal Year of principal and interest on Outstanding Bonds, calculated as follows: (i) Interest which is to be paid from proceeds of Bonds shall be subtracted. (ii) Bonds 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) Bonds which are subject to contingent redemption or tender shall be treated as maturing on their stated maturity dates. (iv) Variable Rate Obligations shall bear interest from the date of computation until maturity at their Estimated Average Interest Rate. Page 1 of 13 - (v) Each Balloon Payment shall be assumed to be paid according to its Balloon Debt Service Requirement. "Area" means the Woodburn Urban Renewal Area described in the Plan, and all additions thereto. "Balloon Debt Service Requirement" means the Committed Debt Service Requirement for a Balloon Payment or, if the Agency has not entered into a firm commitment to sell Bonds or other obligations to refund that Balloon Payment, the Estimated Debt Service Requirement for that Balloon Payment. "Balloon Payment" means any principal payment for a Series of Bonds that mature within five years after its date of issue which (a) comprises more than twenty-five percent of the original principal amount of that Series and (b) is designated as a Balloon Payment in the closing documents for the Series. "Bondowner" or "Owner" means the registered owner of the Bond. "Bonds" means the Series 2005 Bond and any Parity Indebtedness. "City" means the City of Woodburn, Oregon. "Code" means the United States Internal Revenue Code of 1986, as amended. "Committed Debt Service Requirement" means the schedule of principal and interest payments for a Series of Bonds or other obligations which refund a Balloon Payment, as shown in the documents evidencing the Agency's firm commitment to sell that Series. A "firm commitment to sell" means a bond purchase agreement or similar document which obligates the Agency to sell, and obligates a purchaser to purchase, the Series of refunding Bonds or other obligations, subject only to the conditions which customarily are included in such documents. "Estimated Average Interest Rate" is the interest rate that Variable Rate Obligations are assumed to bear, and shall be calculated as provided in Section 5.4. "Estimated Debt Service Requirement" means the schedule of principal and interest payments for a hypothetical Series of Bonds that refunds a Balloon Payment that is prepared by the Agency Official and that meets the requirements of Section 5.5. "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. "Government Obligations" means direct, noncallable obligations of the United States, or obligations the principal of and interest on which are fully secured and unconditionally guaranteed by the United States. "Master Resolution" means this Resolution authorizing the Series 2005 Bonds, as it may be amended from time to time pursuant to Section 6. Page 2 of 13 ~" "Maximum Annual Debt Service" means the greatest Annual Debt Service, calculated on all Bonds which are Outstanding on the date of calculation. "Outstanding" refers to all Bonds except those which have been paid, canceled, or defeased, and (for Bonds which must be presented to be paid) those 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. "Parity Indebtedness" means obligations issued in compliance with Section 5 of this Master Resolution 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 Series 2005 Bond. "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 Woodburn Urban Renewal Plan which was adopted pursuant to City Ordinance No. 2298, as that plan may be amended from time to time. "Qualified Consultant" means an independent engineer, an independent auditor, an independent financial 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 City for purposes of performing activities in this Master Resolution. "Reserve Requirement" means the lesser of Maximum Annual Debt Service on all Outstanding Bonds or the amount described in the next sentence. If, at the time of issuance of a Series of Bonds, the amounts required to be added to the Bond Reserve Account to make the balance in the Bond Reserve Account equal to the Maximum Annual Debt Service exceeds the Tax Maximum calculated with respect to that Series, then the Reserve Requirement means the Reserve Requirement in effect immediately before the issuance of that Series of Bonds (calculated as if that Series of Bonds were not Outstanding), plus the Tax Maximum for the Series of Bonds. "Security" means all Tax Increment Revenues, all amounts in the Tax Increment Fund (including earnings on amounts in the Tax Increment Fund). For the Series 2005 Bond, unexpended proceeds of Series 2005 Bond. "Series" refers to all Bonds that are sold at the same time unless the authorizing resolution or closing documents specify differently. "Series 2005 Bank" means Bank of America, N.A. "Series 2005 Bond" means the Agency's Woodburn Urban Renewal Area Urban Renewal Bond, Series 2005 which is authorized by Section 10 of this Master Resolution. Page 3 of 13 "Series 2005 Purchase Agreement" means the agreement or agreements between the Series 2005 Bank and the Agency under which the Agency sells, and the Series 2005 Bank buys, the Series 2005 Bond. "Subordinate Indebtedness" means obligations which have a subordinate lien on the Tax Increment Revenues and are issued in compliance with Section 5.4. "Supplemental Resolution" means any resolution supplemental to or amendatory of this Master Resolution, entered into by the Agency in accordance with this Master Resolution. "Tax Increment Fund" means the fund established under ORS 457 .440( 6)(b) to hold the Tax Increment Revenues. "Tax Increment Revenues" means all taxes which are divided based on the increase in value of property in the Area 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 Resolution. "Tax Maximum" means, for any Series of Bonds, the lesser of: the greatest amount of principal, interest and premium, if any, required to be paid in any Fiscal Year on such Series; 125% of average amount of principal, interest and premium, if any, required to be paid 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. "Variable Rate Obligations" means any Bonds issued with a variable, adjustable, convertible, or other similar interest rate which changes prior to the final maturity date of the Bonds. Section 2. Security for Bonds. 2.1. The Bonds shall not be general obligations of the Agency. The Agency shall be obligated to pay the Bonds solely from the Security. 2.2. The Agency hereby irrevocably pledges the Security to pay the Bonds. Pursuant to ORS 288.594, the pledge of the Security shall be valid and binding from the time of the adoption of this Master Resolution. The Security so pledged and hereafter received by the Agency shall immediately be subject to the lien of such pledge without any physical delivery or further act, and the lien of the pledge shall be superior to all other claims and liens whatsoever to the fullest extent permitted by ORS 288.594(2). 2.3. The provisions of this Master Resolution shall constitute a contract with the owners of the Bonds, and shall be enforceable by them. Page 4 of 13 .... Section 3. The Tax Increment Fund. 3.1. The Agency has previously established the Tax Increment Fund. The Tax Increment Fund shall be divided only into the following accounts: the Bond Payment Account, the Bond Reserve Account and the Subordinate Indebtedness Account. 3.2. Until all Bonds are paid or defeased, the Agency shall deposit all Tax Increment Revenues in the Tax Increment Fund, and shall credit each deposit to the following accounts within the Tax Increment Fund in the following order of priority: (A) To the Bond Payment Account, until the Bond Payment Account contains an amount sufficient to pay the Annual Debt Service for that Fiscal Year; (B) To the Bond Reserve Account, if the balance in the Bond Reserve Account is then less than the Reserve Requirement, an amount sufficient to make the balance in the Bond Reserve Account equal to the Reserve Requirement; and, (C) To the Subordinate Indebtedness Account, any amounts which remain after the foregoing deposits have been made. Section 4. Accounts. 4.1. Bond Payment Account. (A) Amounts credited to the Bond Payment Account shall be used only to pay Bond principal, interest and premium, if any. Amounts credited to the Bond Payment Account shall be invested in Permitted Investments which mature within one year. (B) Five (5) days before any payment date, if the balance in the Bond Payment Account is less than the amount of Bond principal, interest and premium, if any, due on that Payment Date, the Agency shall credit to the Bond Payment Account an amount equal to the deficiency from the following accounts in the following order of priority: (I) the Subordinate Indebtedness Account; and, (2) the Bond Reserve Account. 4.2. Bond Reserve Account. (A) The Agency covenants to fund, maintain and use the Bond Reserve Account as provided in this Section 4.2 as long as any Bonds are Outstanding. Except as specifically provided in this Section 4.2, amounts credited to the Bond Reserve Account shall be used only to pay Bond principal, interest and premium, if any, and only if sufficient funds are not available in the Bond Payment Account or the Subordinate Indebtedness Account. (B) At closing of the Series 2005 Bond and each subsequent series of Parity Indebtedness the Agency shall deposit into the Bond Reserve Account an amount sufficient to make the balance in the Bond Reserve Account at least equal to the Reserve Requirement. The Page 5 of 13 ~ deposit may be made from amounts available in the Subordinate Indebtedness Account, from Bond proceeds, or other amounts available to the Agency. (C) The Agency covenants to maintain a balance in the Bond Reserve Account which is equal to the Reserve Requirement, but solely from deposits of Tax Increment Revenues pursuant to Section 3.2(B) of this Master Resolution and closing deposits pursuant to Section 4.2(B). (D) Amounts in the Bond Reserve Account shall be invested in Permitted Investments which shall mature not later than the last maturity date of Outstanding Bonds. Permitted Investments in the Bond Reserve Account which mature in five years or less shall be valued at their cost, and Permitted Investments which mature in more than five years shall be valued at the lesser of cost or market. (E) If the balance in the Bond Reserve Account is less than the Reserve Requirement, the Agency shall begin making transfers of Tax Increment Revenues to the Bond Reserve Account in accordance with Section 3.2(B). The transfers shall continue until the balance in the Bond Reserve Account is equal to the Reserve Requirement. (F) If balance in the Bond Reserve Account exceeds the Reserve Requirement, the Agency may transfer the excess to the Bond Payment Account or, if the balance in the Bond Payment Account at that time is at least equal to the remaining, unpaid Annual Debt Service for that Fiscal Year, to the Subordinate Indebtedness Account. (G) Earnings on the Bond Reserve Account shall be credited to the Bond Reserve Account whenever the balance in the Bond Reserve Account is less than the Reserve Requirement; otherwise earnings on the Bond Reserve Account shall be credited to the Bond Payment Account. (H) All amounts on deposit in the Bond Reserve Account may be applied to the final payment (whether at maturity or by prior redemption) of Outstanding Bonds. Amounts so applied shall be credited against the amounts the Agency is required to transfer into the Bond Payment Account under Section 3.2(A). (I) Amounts in the Bond Reserve Account may be transferred into escrow to defease Bonds, but only if the balance remaining in the Bond Reserve Account after the transfer is at least equal to the Reserve Requirement for the Bonds which remain Outstanding after the defeasance. 4.3. Subordinate Indebtedness Account. Money in the Subordinate Indebtedness Account may be used at any time for any legal purpose permitted under Chapter 457 ofthe Oregon Revised Statutes. However, if there is a deficiency in the Bond Payment Account or the Bond Reserve Account, Tax Increment Revenues credited to the Subordinate Indebtedness Account shall be used to eliminate the deficiency (in the order of priority described in Section 3.2) before money in the Subordinate Indebtedness Account is used for any other purpose. Page 6 of 13 ~" Section 5. Senior, Parity and Subordinate Indebtedness 5.1. The Agency shall not issue obligations which have a lien on the Security which is superior to the lien of the Bonds. 5.2. Except as provided in Section 5.3, the Agency may issue other Parity Indebtedness only if all of the following conditions are met: (A) As of the date of Closing of the Parity Indebtedness, no Event of Default under this Master Resolution has occurred and is continuing; and, (B) At the time of the issuance ofthe Parity Indebtedness the balance in the Bond Reserve Account is at least equal to the Reserve Requirement; and, (C) On or before the date of closing of the Parity Indebtedness the Agency files in its public records either: (1) a certificate of the Agency Official stating that the Tax Increment Revenues for the most recently completed Fiscal Year is at least equaled one hundred thirty percent (130.00%) of the Maximum Annual Debt Service on all then Outstanding Bonds, with the proposed Parity Indebtedness treated as Outstanding; or, (2) a report of a Qualified Consultant projecting that in each of the Fiscal Years immediately following the issuance ofthe Parity Indebtedness, the projected Tax Increment Revenues of the Agency will be no less than one hundred thirty percent (130.00%) of the Annual Debt Service due in each of the corresponding Fiscal Years on all Outstanding Bonds with the Parity Indebtedness being treated as Outstanding Bonds. 5.3. The City may issue Parity Indebtedness to refund Outstanding Bonds without complying with Section 5.2. if: (A) the refunded Bonds are defeased on the date of delivery of the refunding Parity Indebtedness; and, (B) the Annual Debt Service on the refunding Parity Indebtedness does not exceed the Annual Debt Service on the refunded Bonds in any Fiscal Year by more than $5,000. 5.4. The Estimated Average Interest Rate for Variable Rate Obligations shall be calculated as provided in this Section. (A) Unless Section 5.4(B) applies, for purposes of calculating Annual Debt Service for the tests for issuing Parity Indebtedness under Section 5.2, the Estimated Average Interest Rate for any Series of Variable Rate Obligations means the average of the weekly Bond Buyer 20 Bond Index for the 52 week period that ends on or immediately before the last day of the month that precedes the month in which the Parity Indebtedness is sold, expressed as an annualized interest rate; or, Page 7 of 13 H (B) For any Series of Variable Rate Obligations that have been outstanding for at least 52 weeks at the end of the period described in Section 5.4(A), if the actual, annualized rate on that Series during that 52 week period is greater than the average, annualized rate described in Section 5.4(A), the Estimated Average Interest Rate for that Series means the average of the actual rates on that Series during that 52 week period, expressed as an annualized interest rate. (e) To determine the amount that is required to be maintained in the Bond Reserve Account, the Estimated Average Interest Rate for a Series of Parity Indebtedness shall be the average of the weekly Bond Buyer 20 Bond Index for the 52 week period that ends on or immediately before the last day of the month that precedes the month in which the Parity Indebtedness is sold, expressed as an annualized interest rate. This calculation of Estimated Average Interest Rate shall be used for that Series of Parity Indebtedness Obligations as long as that Series of Parity Indebtedness Obligations is Outstanding. 5.5. The Estimated Debt Service Requirement for Balloon Payments shall be calculated in accordance with this Section 5.5. (A) Whenever a Balloon Payment will be Outstanding on the date a Series of Parity Indebtedness is issued, the Agency Official shall prepare a schedule of principal and interest payments for a hypothetical Series of Parity Indebtedness that refunds each Outstanding Balloon Payment in accordance with this Section 5.5. The Agency Official shall prepare that schedule as of the date the Parity Indebtedness is issued, and that schedule shall be used to determine compliance with the tests for Parity Indebtedness in Section 5.2. (B) Each hypothetical Series of refunding Parity Indebtedness shall be assumed to be paid in equal annual installments of principal and interest sufficient to amortize the principal amount ofthe Balloon Payment over the term selected by the Agency Official; however, the Agency Official shall not select a term that exceeds the lesser of 20 years from the date on which the Series of Parity Indebtedness containing the Balloon Payment is issued or 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 annual installments shall be assumed to be due on the first day of each Fiscal Year, with the first installment due on the date the Balloon Payment is scheduled to be paid. (e) The hypothetical Series of refunding Parity Indebtedness shall be assumed to bear interest at the Agency Official's estimate of the average rate that a Series of Parity Indebtedness would bear if it is amortized as provided in Section 5.5(B) and is sold at the time the schedule described in Section 5.5(A) is prepared. 5.6. The Agency may issue Subordinate Indebtedness only if the Subordinate Indebtedness is not payable from any account of the Tax Increment Fund except the Subordinate Indebtedness Account, and the Subordinate Indebtedness clearly states that: Page 8 of 13 ... (A) It is secured by a lien on or pledge ofthe Security which is subordinate to the lien on, and pledge of, the Security for the Bonds; and, (B) It is not payable from any account of the Tax Increment Fund except the Subordinate Indebtedness Account. Section 6. General Covenants. The Agency hereby covenants and agrees with the Owners of all Outstanding Bonds as follows: 6.1. The Agency shall promptly cause the principal, premium, ifany, and interest on the Bonds to be paid as they become due in accordance with the provisions of this Master Resolution and any Supplemental Resolution, but solely from the Tax Increment Revenues, amounts deposits in the Tax Increment, and amounts available in the Bond Reserve Account. 6.2. The Agency shall maintain complete books and records relating to the Tax Increment Fund, the Tax Increment Revenues and the Bonds 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 and made available for the inspection of Owners. 6.3. The Agency shall not issue any obligations which have a lien or claim on the Security which is superior to the lien and claim of the Bonds. 6.4. The Agency shall issue Subordinate Obligations only as provided in Section 5.4. 6.5. The Agency shall maintain its existence until there are no Bonds Outstanding. 6.6. That it will not amend the boundaries of the Area to reduce the amount ofland contained in the Area unless: (A) An Agency Official certifies in writing that in the current Fiscal Year the Tax Increment Revenues of the Area would have been no less than one hundred fifty percent (150.00%) of the Maximum Annual Debt Service on all Outstanding Bonds with the property to be released removed from the incremental value for purposes of this calculation; or (B) The Agency received a report from a Qualified Consultant project that the Tax Increment Revenues for the three Fiscal Years immediately following the release of the property, inclusive of the year of release, will be one hundred twenty-five percent (125.00%) of the Maximum Annual Debt Service on all Outstanding Bonds when taking into account the assessed value of land removed from the Area by means of an amendment of the boundary of the Area. Section 7. Amendment of Master Resolution. 7.1. Amendment without Bondowner Consent. The Agency may amend this Master Resolution without the consent of Bondowners for anyone or more of the following purposes: (A) To cure any ambiguity or formal defect or omission in the Master Resolution; Page 9 of 13 ~r (B) To add to the covenants and agreements of the Agency in the Master Resolution other covenants and agreements to be observed by the Agency which are not contrary to or inconsistent with this Master Resolution as theretofore in effect; (C) To authorize issuance of Bonds or Subordinate Obligations; (D) To modify, amend or supplement this Master Resolution to qualify this Master Resolution under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of any Bonds for sale under the securities laws of any of the states of the United States of America; (E) To confirm, as further assurance, any security interest or pledge created under the Master Resolution; (F) To make any change that, in the reasonable judgment of the Agency, does not materially and adversely affect the rights of Bond owners or, (G) To modify any of the provisions of this Master Resolution in any other respect whatever, as long as the modification shall take effect only after all Bonds which are Outstanding at the time of the modification cease to be Outstanding. 7.2. Amendment with Bondowner Consent. Except as provided below in this Section 7.2, this Master Resolution may be amended for any other purpose only upon consent of Bondowners of not less than fifty-one percent (51 %) in aggregate principal amount of the Bonds Outstanding. However, no amendment shall be valid without the consent of Bondowners of 100 percent of the aggregate principal amount of the affected, Outstanding Bonds which: (A) Extends the maturity of any Bond, reduces the rate of interest upon any Bond, extends the time of payment of interest on any Bond, reduces the amount of principal payable on any Bond, or reduces any premium payable on any Bond, without the consent of the affected Bondowner; or (B) Reduces the percent of Bondowners required to approve Supplemental Resolutions. Section 8. Default and Remedies. 8.1. Events of Default. The Agency hereby covenants and agrees with the purchasers and Owners from time to time of the Bonds, to protect and safeguard the covenants and obligations undertaken by the Agency securing the Bonds, that the following shall constitute "Events of Default:" (A) If default shall be made in the due and punctual payment of the principal of and premium, if any, on any of the Bonds when the same shall become due and payable, either at maturity, tender or by proceedings for redemption or otherwise; (B) If default shall be made in the due and punctual payment of any installment of interest on any Bonds whether scheduled or payable by reason of redemption or tender or otherwise; Page 10 of 13 (C) If the Agency shall default in the observance and performance of any other of the covenants, conditions and agreements on the part of the Agency contained in the Master Resolution, and such default or defaults shall have continued for a period of sixty (60) days after the Agency shall have received from the Owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds Outstanding a written notice specifying the Event of Default and demanding the cure of such default, however, that if the default stated in the notice cannot be corrected within such 60 day period, it shall not constitute an Event of Default so long as corrective action is instituted by the Agency within the 60 day period and diligently pursued, and the default is corrected as promptly as practicable after the written notice. 8.2. Remedies. If an Event of Default occurs, any Owner may exercise any remedy available at law or in equity. However, the Bonds shall not be subject to acceleration. (A) The Agency covenants that ifan Event of Default shall have happened and shall not have been remedied, the books of record and account of the Agency and all other records relating to the Agency shall at all reasonable times be subject to the inspection and use of any persons holding at least twenty-five percent (25%) of the principal amount of Outstanding Bonds, their respective agents and attorneys and. (B) The Agency covenants that if an Event of Default shall happen and shall not have been remedied, the Agency will continue to account, as a trustee of an express trust, for all Tax Increment Revenues and other moneys, securities and funds pledged under the Master Resolution. 8.3. Waivers of Default. (A) No delay or omission of any Owner of Bonds to exercise any right or power arising upon the happening of an Event of Default shall impair any right or power or shall be construed to be a waiver of any such Event of Default or to be an acquiescence therein; and every power and remedy given by this Section 8 ofthe Owners of Bonds may be exercised from time to time and as often as may be deemed expedient by such Owners. (B) The Owners of not less than fifty percent (50%) in principal amount of the Bonds that are at the time Outstanding may waive any Event of Default under this Master Resolution or the Bonds and its consequences, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 8.4. Remedies Granted in Master Resolution Not Exclusive. No remedy by the terms of the Master Resolution conferred upon or reserved to the. Owners of the Bonds 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 the Master Resolution or existing at law or in equity or by statute. Section 9. Defeasance. The Agency shall be obligated to pay any Bonds which are defeased in accordance with this Section 9 solely from the money and Government Obligations which are deposited in escrow agent pursuant to this Section 9. Bonds shall be deemed defeased if the Agency: Page 11 of 13 ... ~ 9.1. 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 Bonds which are to be defeased; and, 9.2. 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 Bonds when due. Section 10. The Series 2005 Bond. 10.1. Authorization. The Agency hereby authorizes the sale and delivery of the Series 2005 Bond in accordance with this Master Resolution to finance urban renewal projects in the Area and to pay costs of issuing those Bonds. The aggregate principal amount of the Series 2005 Bond shall not exceed Two Million Dollars ($2,000,000). 10.2. Delegation. The Agency Official may, on behalf of the Agency: (A) Negotiate the sale of the Series 2005 Bond with the Series 2005 Bank and enter into the Series 2005 Purchase Agreement with the Series 2005 Bank. (B) Participate in the preparation of, authorize the distribution of, and deem final any disclosure documents that are required for the Series 2005 Bond. (C) Enter into additional covenants and provisions which the Agency Official determines are desirable to sell the Series 2005 Bond on favorable terms. (D) Establish the final principal amounts, maturity schedules, interest rates, sale prices, redemption terms, payment terms and dates of the Series 2005 Bond. (E) Designate the Series 2005 Bond as "qualified tax-exempt obligations" under Section 265(b) of the Code. (F) Issue, sell and deliver the Series 2005 Bond. (G) Execute any documents and take any other action which the Agency Official finds is desirable to carry out this Master Resolution. 10.3. Form. The Series 2005 Bond shall be in the form prescribed by the Agency Official. The Series 2005 Bond shall be executed on behalf of the Agency with the facsimile signatures of the Chair and Secretary of the Agency. Each bond shall contain the following paragraph: THIS BOND IS NOT A GENERAL OBLIGATION OF THE CITY OF WOODBURN OR THE URBAN RENEWAL AGENCY OF THE CITY OF WOODBURN, AND IS NOT PAYABLE FROM ANY FUNDS OF THE CITY OF WOODBURN OR THE URBAN RENEWAL AGENCY OF THE CITY OF WOODBURN EXCEPT THE SECURITY, AS DEFINED AND PROVIDED IN THE MASTER RESOLUTION AUTHORIZING THIS BOND. THIS BOND DOES NOT CONSTITUTE A DEBT OR INDEBTEDNESS OF THE CITY OF WOODBURN, Page 12 of 13 .. THE STATE OF OREGON, OR ANY POLITICAL SUBDIVISION THEREOF EXCEPT THE AGENCY. 10.4. Tax Covenants. The Agency covenants not to take any action, or omit to take any action, if the taking or omitting would cause interest on the Series 2005 Bond to become includable in gross income under the Code. The Agency Official may, on behalf of the Agency, enter into additional covenants to protect the tax-exempt status of the Series 2005 Bond. ADOPTED by the Woodburn Urban Renewal Agency at a regular meeting thereof this 12;,-""' day of~w\'ber 2005. Approved as to form: C(7~ t1L) City Attorney Date --- Approved: Passed by the Board Submitted to the Chair Approved by the Chair September 13, September 14. 2005 Filed in the Office of the Recorder ATTEST: q~ ~>f-- Mary Te ant Recorder Woodburn Urban Renewal Agency September 14. 2005 Page 13 of 13 "