URA Resolution 2019-01 WOODBURN URBAN RENEWAL AGENCY RESOLUTION NO. 2019-01
A RESOLUTION AUTHORIZING INDEBTEDNESS FOR CAPITAL PROJECTS DESCRIBED IN
THE URBAN RENEWAL PLAN FOR THE WOODBURN URBAN RENEWAL AREA.
WHEREAS, the Woodburn Urban Renewal Agency (the "Agency") is
authorized to enter into borrowings that are payable from the tax increment
revenues of the Woodburn Urban Renewal Area (the "Area"); and
WHEREAS, the Agency desires to borrow up to $2,900,000 to finance
projects in the Woodburn Urban Renewal Plan, including street, curb and
sidewalk improvements as described in Section 600.A.1 of the Plan (the
"Projects"); and
WHEREAS, the City has approved a maximum indebtedness for the Area
of $29,300,000 and the Agency has the capacity and is willing to use $2,900,000
of that maximum indebtedness 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,
THE WOODBURN URBAN RENEWAL AGENCY RESOLVES AS FOLLOWS:
Section 1. Definitions. Unless the context clearly requires otherwise
capitalized terms that are used in this Resolution shall have the following
meanings:
"2019 Borrowing" means the Agency's Urban Renewal Borrowing (Woodburn
Urban Renewal Area), Series 2019 that is authorized by Section 2 of this
Resolution.
"Area" means the Woodburn Urban Renewal Area.
"City" means the City of Woodburn, Oregon.
"Agency" means the Woodburn Urban Renewal Agency.
"Agency Official" means the City Administrator, the Finance Director or the
person designated by the City Administrator or the Finance Director to act on
behalf of the Agency under this Resolution.
Page 1 of 4—RESOLUTION NO.2019-01
Section 2. The 2019 Borrowing.
2.1 Authorization. The Agency hereby authorizes the sale and delivery of
the 2019 Borrowing in a principal amount not to exceed $2,900,000
pursuant to the applicable provisions of ORS Chapters 287A and 457. The
proceeds of the 2019 Borrowing shall be used to finance the Projects, to
fund a debt service reserve, if necessary, and to pay costs of issuing the
2019 Borrowing.
2.2 Delegation. An Agency Official may, on behalf of the Agency and
without further action by the Board:
(A) Select a commercial bank or other lender with which to
negotiate, execute and deliver the 2019 Borrowing, purchase
agreement and related documents. Subject to the limitations of
this Resolution, the 2019 Borrowing, purchase agreement and
related documents may be in such form and contain such terms
(including but not limited to covenants, events of and remedies for
default and financial reporting requirements) as an Agency Official
may approve.
(B) Prepare and execute a master borrowing declaration that
describes the terms under which the 2019 Borrowing and future
borrowings on parity with the 2019 Borrowing ("Parity Borrowings")
may be issued, the covenants that the Agency makes with the
owners of the Parity Borrowings, the form of the 2019 Borrowing, and
the administrative provisions relating to the 2019 Borrowing. 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.
(C) Issue the 2019 Borrowing as a taxable borrowing or covenant for
the benefit of the purchaser of the 2019 Borrowing to comply with
all provisions of the Internal Revenue Code of 1986, as amended
(the "Code") which are required for the interest paid on the 2019
Borrowing to be excluded from gross income for federal income tax
purposes.
(D) Enter into additional covenants for the benefit of the purchaser
of the 2019 Borrowing which an Agency Official determines are
desirable to sell the 2019 Borrowing on favorable terms.
(E) Establish the final principal amount, interest rates, payment and
prepayment terms of the 2019 Borrowing.
Page 2 of 4—RESOLUTION NO.2019-01
(F) Pledge the tax increment revenues of the Area and the
proceeds of the 2019 Borrowing to secure the 2019 Borrowing.
(G) Issue, sell and deliver the 2019 Borrowing.
(H) If applicable, prepay the 2019 Borrowing from legally available
funds.
(I) Execute any documents and take any other action which an
Agency Official finds is desirable to carry out this Resolution.
Section 3. Declaration of Intent to Reimburse. The Agency hereby
declares its official intent to reimburse itself with the proceeds of the 2019
Borrowing for any expenditures on the Projects paid prior to the issuance of the
2019 Borrowing. This resolution is adopted as official action of the Agency in
order to comply with United States Treasury Regulation 1 .150-2.
Section 4. Effective Date. This Resolution is effective immediately upon
adoption.
PASSED by the Board of the Woodburn Urban Renewal Agency on the ZZ day
of+�L'
2019.
City of Woodburn
Marion County, Oregon
Eric Swenson, Chair
ATTEST:
14
Heather Pierson, City Recorder
City of Woodburn, Oregon 10j JIAX
LYU a r
Page 3 of 4—RESOLUTION NO.2019-01
EXHIBIT A
Form of Master Borrowing Declaration
Page 4 of 4—RESOLUTION NO.2019-01
MASTER BORROWING DECLARATION
Woodburn Urban Renewal Agency
Urban Renewal Note
(Woodburn Urban Renewal Area)
Series 2019
Executed by the Agency Official of the Woodburn Urban Renewal Agency, Oregon
As of the_day of , 2019
3316066.2 043398 RSIND
TABLE OF CONTENTS
SECTION 1. FINDINGS. 1
SECTION 2. DEFINITIONS. 1
SECTION 3. SECURITY FOR SENIOR LIEN BORROWINGS. 5
SECTION 4. THE TAX INCREMENT ACCOUNT. 6
SECTION 5. PARITY SENIOR LIEN INDEBTEDNESS. 7
SECTION 6. SUBORDINATE LIEN BORROWINGS. 9
SECTION 7. GENERAL COVENANTS. 9
SECTION 8. AMENDMENT OF DECLARATION. 10
SECTION 9. DEFAULT AND REMEDIES. 11
SECTION 10. OWNERSHIP OF SENIOR LIEN BORROWINGS. 12
SECTION 11. DEFEASANCE. 12
SECTION 12. RULES OF CONSTRUCTION. 13
SECTION 13. THE 2019 NOTE AS PARITY SENIOR LIEN INDEBTEDNESS. 13
SECTION 14. THE 2019 NOTE. 13
Appendix A Form of Note
This table of contents is not a part of the bond declaration but is provided for reference only.
3316066.2 043398 RSIND
MASTER BORROWING DECLARATION
THIS MASTER BORROWING DECLARATION is executed as of 2019, by
the "Agency Official" of the Woodburn Urban Renewal 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 Note (Woodburn Urban
Renewal Area), Series 2019 (the "2019 Note"), 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 Woodburn 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 Woodburn Urban Renewal Area.
1.3 The Agency now desires to issue borrowings that have a senior lien on the tax increment
revenues from the Woodburn Urban Renewal Area.
1.4 The Agency executes this Master Borrowing Declaration to establish the terms under
which the 2019 Note 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:
"2019 Bank" means [lender], as owner of the 2019 Note.
"2019 Note" means the Agency's Urban Renewal Note (Woodburn Urban Renewal Area), Series
2019 which is described in Section 14 of this Master Borrowing Declaration.
"Agency" means the Woodburn Urban Renewal Agency, Oregon.
"Agency Official" means the , , or a person designated by the City
or 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
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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
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 Woodburn 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 that is
part of an interim financing which the Agency expects to refinance prior to maturity, or which
causes debt service on a Series to be significantly greater than the average debt service on the
portion of the Series that does not consist of Balloon Payments, 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 Woodburn, 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.
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"Event of Default"refers to an Event of Default listed in Section 9.1 of this Master Borrowing
Declaration.
"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.
"Master Borrowing Declaration" means this Master Borrowing Declaration establishing the
terms of the 2019 Note, 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.
"Maximum Tax Increment Revenues" means the maximum amount of Tax Increment Revenues
that the Agency is permitted to collect for a Fiscal Year.
"Outstanding"refers to all Senior Lien Borrowings except those which have been paid, canceled,
or defeased, and, or, 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 2019 Bank as owner of the 2019 Note, 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 2019 Note.
"Paying Agent" means the paying agent for any Senior Lien Borrowings issued in book-entry
system.
"Payment Date" means a date on which Senior Lien Borrowing principal or interest is due,
whether at maturity or prior redemption.
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"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 Woodburn Urban Renewal Area
originally approved by Ordinance No. 2298 on August 13, 2001, as it may in the future be
amended.
"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 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 or the Senior Lien Reserve Account. Security also includes, for each Series of
Senior Lien Borrowings, the unspent proceeds of that Series.
"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 2019 Note and any Parity Senior Lien Indebtedness.
"Senior Lien Debt Service Account" means the account of that name 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 4.4.
"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.
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3316066.2 043398 RSIND
"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.
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
2019 Note 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
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3316066.2 043398 RSIND
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.
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 may contain
the Senior Lien Reserve Account.
4.1 Beginning with the closing of the 2019 Note and continuing until all Senior Lien
Borrowings are paid or defeased, the Agency shall deposit all Tax Increment Revenues in the
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 4.5.
(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
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subaccount to the Senior Lien Debt Service Account and apply it solely to pay Senior
Lien Borrowings that are secured by that subaccount.
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 except the 2019 Note 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 Senior Lien 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 requirement for that subaccount may be funded with reserve
credit facilities and the requirements for those reserve credit facilities, 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.
(C) The 2019 Note is not secured by the Senior Lien Reserve Account or any subaccount
therein.
4.4 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.
4.5 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 applied as outlined
in the supplemental declaration that establishes the details of that subaccount.
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.
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(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 twenty five percent
(125.00%) 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 thirty five percent(135.00%)
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.
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
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that schedule shall be used to determine compliance with the tests for Parity Senior Lien
Indebtedness, the Senior Lien Reserve Account, the release covenant 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: 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.
(D) 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 Declaration the Agency has no Subordinate Lien Borrowings
outstanding.
Section 7. General Covenants.
The Agency hereby covenants and agrees with the Owners of all Outstanding Senior Lien
Borrowings as follows:
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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.
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 125% of Maximum 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,
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(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,
(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 as required by this Master Borrowing Declaration;
(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
60 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 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 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.
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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 Upon the occurrence and continuance of any Event of Default, that has not been waived
pursuant to Section 9.2, hereunder the Owners of fifty-one percent(51%) or more of the
principal amount of affected Senior Lien Borrowings then Outstanding may take whatever action
may appear necessary or desirable to enforce or to protect any of the rights of the Owners of
Senior Lien Borrowings, either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in this Master Borrowing
Declaration or in aid of the exercise of any power granted in this Master Borrowing Declaration
or for the enforcement of any other legal or equitable right vested in the Owners of Senior Lien
Borrowings by this Master Borrowing Declaration or by law. However: the Senior Lien
Borrowings shall not be subject to acceleration; and the Agency shall not be required to pay any
amounts to Owners (other than Tax Increment Revenues, unspent proceeds of Senior Lien
Borrowings, amounts in the Tax Increment Account, and amounts available under Reserve
Equivalents) because of an Event of Default described in Section 9.1(A) which occurs because of
an insufficiency of Tax Increment Revenues, amounts in the Tax Increment Account and
amounts available under Reserve Equivalents.
9.4 No remedy in this Master Borrowing Declaration conferred upon or reserved to Owners
of Senior Lien Borrowings is intended to be exclusive and every such remedy shall be
cumulative and shall be in addition to every other remedy given under this Master Borrowing
Declaration, and now or hereafter existing at law or in equity. No delay or omission to exercise
any right or power accruing upon any default shall be construed to be a waiver thereof, but any
such right and power may be exercised from time to time and as often as may be deemed
expedient. To entitle the Owners of Senior Lien Borrowings to exercise any remedy reserved to
them, it shall not be necessary to give any notice other than such notice as may be required by
this Master Borrowing Declaration or by law.
Section 10. Ownership of Senior Lien Borrowings.
10.1 For purposes of determining 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
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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 2019 Note as Parity Senior Lien Indebtedness.
13.1 The 2019 Note 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 2019 Note.
Section 14. The 2019 Note.
14.1 Security. The Agency shall issue the 2019 Note pursuant to the Resolution and this
Master Borrowing Declaration. The 2019 Note shall be Parity Senior Lien Indebtedness. The
2019 Note is not secured by the Senior Lien Reserve Account or any subaccount therein.
14.2 Payment Dates and Interest Rate. The 2019 Note shall be issued in the principal amount
of$[Principal], shall be dated , 2019 and shall bear interest computed on a 30/360
basis. Interest on the 2019 Note shall be payable semiannually on [June 1 and December 1],
commencing [December 1, 2019] and principal shall be payable annually on [June 1] as provided
in the table below:
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Date Principal($)
14.3 [Prepayment. The 2019 Note may be prepaid in whole or in part on any date, without
penalty.]
14.4 Form of 2019 Note. The 2019 Note shall be in substantially the form attached hereto as
Appendix A, with such changes as may be approved by the Agency Official.
14.5 Agreements between Agency and 2019 Bank.
(A) If either party incurs any expenses in connection with enforcing the 2019 Note, or if the
2019 Bank takes collection action under 2019 Note, the losing party shall pay to the
prevailing party, on demand, the prevailing party's reasonable costs and reasonable
attorneys' fees, whether at trial, on appeal or otherwise, including any allocated costs of
in-house counsel.
(B) Other Fees and Costs. The Agency shall pay the fees and costs of legal counsel, and any
other expenses and costs that the Agency incurs in connection with the 2019 Note. The
Agency shall also pay the 2019 Bank a fee of$[ ] promptly at closing. The
2019 Bank shall pay all out-of-pocket expenses of the 2019 Bank and 2019 Bank's
counsel, including travel and other expenses.
14.6 Representations of the Agency to the 2019 Bank so long as amounts are Outstanding
under the 2019 Note.
(A) The Agency shall make its audited financial statements available on the Agency's website
or the Electronic Municipal Market Access system within 270 days after the end of each
Fiscal Year. If not otherwise available publicly on the Agency's website or the Electronic
Municipal Market Access system, the Agency shall provide the 2019 Bank 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 2019 Bank 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
website or the Electronic Municipal Market Access system promptly after the audited
financial statements become available.
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(B) The Agency shall make each of its annual budgets available on the Agency's website or
the Electronic Municipal Market Access system within 120 days after such budget is
adopted. So long as not otherwise available publicly on the Agency's website or the
Electronic Municipal Market Access system, the Agency shall provide the 2019 Bank its
annual budget for the succeeding Fiscal Year within 120 days after such budget is
adopted.
(C) 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.
(D) 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.
(E) 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, that, if such 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.
(F) 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
2019 Note 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 2019 Note 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.
14.7 Disclosure; Assignment.
(A) No official statement or other disclosure document has been prepared in connection with
the 2019 Note and the Agency has no obligation in connection with the 2019 Note to
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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 2019 Bank in connection with the 2019 Note only
as specifically stated in Section 14.6 hereof.
(B) The 2019 Bank may not transfer or assign its rights and obligations under the 2019 Note
unless the transferee delivers to the Agency an investor letter in substantially the form of
the qualified investor letter delivered by the 2019 Bank on the closing date of the 2019
Note and the transferee is either (i) a successor in interest of the 2019 Bank by means of a
corporate merger, an exchange of stock, or a sale of assets, or (ii) a"Qualified
Institutional Buyer," as that term is defined in Rule 144A under the Securities Act of
1933.
(C) The Agency may not assign its rights and obligations under the 2019 Note without the
prior written consent of the 2019 Bank, which may be withheld in the 2019 Bank'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.]
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Dated as of the day of , 2019.
Woodburn Urban Renewal Agency, Oregon
By:
[Authorized Officer]
Acknowledging and agreeing to the provisions in Section 14.
[Lender]
By:
[Authorized Officer]
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Appendix A
No. R-1 $[Principal]
United States of America
Woodburn Urban Renewal Agency
Marion County
State of Oregon
Urban Renewal Note(Woodburn Urban Renewal Area)
Series 2019
The Woodburn Urban Renewal Agency, Oregon(the"Agency"), for value received, acknowledges itself
indebted and hereby promises to pay,but solely from the Tax Increment Revenues and amounts described in the
Master Borrowing Declaration dated ,2019(the"Master Declaration"),to [Lender] (the"2019
Bank"),the aggregate principal amount of$[Principal] in the installments described in Section 14.2 of the Master
Declaration.
Interest is payable semiannually on [June 1 and December 1] commencing [December 1,2019],at the rate
described in Section 14.2 of the Master Declaration and shall be computed on the basis of a 360-day year of twelve
30-day months.
This Series 2019 Note is issued pursuant to Agency Resolution No. which was adopted on
,2019,and the Master Declaration(collectively,the "Resolution"). Capitalized terms used in this
Series 2019 Note have the meanings defined for such terms in the Resolution.
This Series 2019 Note is issued by the Agency for the purpose of financing the costs of urban renewal
projects within the Woodburn 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 Series 2019 Note is a special obligation of the Agency,payable solely from the Security as defined
and provided in the Resolution. The 2019 Note is Parity Senior Lien Indebtedness under the Resolution. The 2019
Note is not secured by the Senior Lien Reserve Account or any subaccount therein.The Agency has reserved the
right to issue obligations on a parity lien with the Series 2019 Note 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 SERIES 2019 NOTE IS NOT A GENERAL OBLIGATION OF THE AGENCY OR THE CITY OF
WOODBURN, OREGON AND IS PAYABLE SOLELY FROM THE SECURITY AS PROVIDED IN THE
RESOLUTION.
This Series 2019 Note may be prepaid in whole or in part on any date,without penalty.
This Series 2019 Note may only be transferred as permitted by the Resolution. Any transfer of this Series
2019 Note must be registered with the Agency and the Agency may treat the person in whose name this Series 2019
Note is registered as its absolute owner for all purposes.
The Owner may exchange or transfer any Series 2019 Note 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 Series 2019 Note 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 Series 2019 Note is a part,and all other obligations of such
Agency, are within every debt limitation and other limit prescribed by such Constitution and statutes.
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IN WITNESS WHEREOF,the Agency has caused this Series 2019 Note to be signed by the manual
signature of the of the City of Woodburn,Oregon,as Agency Official under the Resolution,as of the
day of ,2019.
Woodburn Urban Renewal Agency,Oregon
[Authorized Officer]
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