Res 1941 - Agr Mid-Willamette Valley CouncilCOUNCIL BILL NO. 2774
RESOLUTION NO. 1941
A RESOLUTION ENTERING INTO AN AGREEMENT FOR BUSINESS LOAN ASSISTANCE
SERVICES WITH THE MID -WILLAMETTE VALLEY COUNCIL OF GOVERNMENTS AND
AUTHORIZING THE CITY ADMINISTRATOR TO SIGN SAID AGREEMENT.
WHEREAS, the City currently has a rehabilitation fund with unrestricted
income from principal and loans from a previous housing loans; and
WHEREAS, the City intends to establish a business assistance and loan
program to provide services to assist start-up businesses as well as for improving
and expanding existing businesses within the city limits; and
WHEREAS, the City wishes to contract with the Mid -Willamette Valley Council
of Governments for business loan assistance services that will assist the City in the
operation and management of a program of awarding and managing loans to
eligible business owners for the purpose of providing financial assistance to new
and existing businesses, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enters into an Agreement with the
Mid -Willamette Council of Governments to provide services for a business
assistance loan program, which is affixed hereto as Attachment "A" and
incorporated herein.
Section 2. That the City Administrator be authorized to sign said
agreement on behalf of the City.
Approved as to form:
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
ATTEST:
Mary TeMnant City Recorder
City of Woodburn, Oregon
Page 1 - COUNCIL BILL NO. 2774
RESOLUTION NO. 1941
July 15, 2009
July 15, 2009
July 15, 2009
ATTACHMENT A
AGREEMENT FOR BUSINESS LOAN ASSISTANCE SERVICES
THIS AGREEMENT, made and entered into, by and between the Mid -Willamette
Valley Council of Governments, a voluntary intergovernmental association created by Charter
and Agreement pursuant to ORS Chapter 190 (hereinafter "COG") and the City of Woodburn, an
Oregon municipality (hereinafter "City").
WITNESSETH:
WHEREAS, City wants to establish an Business Loan Assistance Program and has a
need for COG's services to administer said program; and
WHEREAS, COG is able to provide such services to City;
NOW, THEREFORE, in consideration of the terms, conditions, compensation and
performances contained herein, the parties hereto do mutually agree as follows:
1. Effective Date and Duration:
This Agreement shall become effective on July 1, 2009. Unless terminated or extended,
this Agreement shall expire when the City accepts COG's completed performance or on
June 3 0, 2010, whichever date occurs first.
2. Termination:
This Agreement may be terminated at any time by mutual, written consent of the parties
or for convenience by either party upon written notice to the other party of 30 calendar
days.
3. Scope of Work:
COG shall provide the following services for City's Business Loan Assistance
program:
A. Loan Packaging. This category of work includes meeting with potential
borrowers, reviewing their loan application materials and credit history,
determining eligibility and preparing a staff memo to City for final credit
decision.
B. Loan Closing. If the loan is approved by City, COG will prepare loan documents
for final execution.
C. Miscellaneous technical assistance that may include program policy development,
loan collection or servicing assistance and training of City staff as requested.
Page 1 of 4 — Agreement for Business Loan Assistance Program
Council of Governments — City of Woodburn
4. Standard of Care:
In the performance of its services, COG shall use that degree of care and skill ordinarily
exercised under similar circumstances by entities performing similar services in the State
of Oregon.
5. Payment:
A. COG will be compensated on a transaction fee basis at the rate of 1.5% of the
loan amount for any complete loan package prepared by COG staff and submitted
to City for final disposition. The fee shall be due at the time the loan is closed.
The minimum fee for such loans shall be $300. Any third party fees that may be
required as a part of a transaction such as for recording fees, property appraisal or
title insurance are not part of the compensation to COG and shall be paid out of
Unrestricted Housing Rehabilitation funds.
B. For any miscellaneous technical assistance that is not a part of loan packaging or
loan closing COG shall be compensated at the rate of $75 per hour.
C. COG shall provide monthly billing statements to City that clearly identify
activities and hours charged.
6. Independent Contractor.
COG states and affirms that it is acting as an independent contractor, holding itself out to
the general public as an independent contractor. The parties intend that an independent
contractor relationship will be created by this Agreement. City is interested only in the
results to be achieved; all conduct and control of the work will lie predominantly with
COG. COG is not to be considered an agent or employee of City for any purpose, and the
employees of COG are not employees of City nor entitled to any of the benefits that City
provides its employees.
7. Indemnification.
City agrees to indemnify and save harmless COG, its officers, employees and agents
from any and all claims, demands, suits and legal actions including appeals arising out of
or in connection with City's performance of work or work product under this Agreement;
provided, however, that City shall have no obligation with respect to any such claims,
demand, suit or legal action which arises out of or in connection with decisions or
directions made by COG concerning structure, standards or operational requirements of
the program, or in connection with work product which has been modified without City's
express authorization, or which has been used contrary to City's express instructions or
for other than its intended purpose, if such modification or misuse is a substantial factor
in causing the asserted loss or injury.
Page 2 of 4 — Agreement for Business Loan Assistance Program
Council of Governments — City of Woodburn
8. Nondiscrimination.
COG shall comply with all applicable federal, state, and local laws, rules and regulations
on nondiscrimination in employment because of race, color, ancestry, national origin,
religion, sex, marital status, age, medical condition, or disability.
9. Governing Law.
This Agreement shall be governed by and construed in accordance with the law of the
State of Oregon.
10. Severability.
If any provision of this Agreement shall be held invalid or unenforceable by any court of
competent jurisdiction, such holding shall not invalidate or render unenforceable any
other provision hereof.
11. Assignment.
Neither party shall assign the Agreement without written consent of the other.
12. Entire Agreement.
This Agreement constitutes the entire Agreement between the parties and supersedes all
prior agreements, written and oral, between the parties. No modification of this
Agreement shall be binding unless in writing and signed by both parties.
13. Notification.
All correspondence and notices related to this Agreement shall be directed as follows:
If directed to the City:
City of Woodburn
270 Montgomery Street
Woodburn, Oregon 97071
Attn: Jim Hendryx, Community Development Director
If directed to the COG:
Mid -Willamette Valley Council of Governments
105 High Street SE
Salem, Oregon 97301-3667
Attn: Nancy J. Boyer, Executive Director
Page 3 of 4 — Agreement for Business Loan Assistance Program
Council of Governments — City of Woodburn
IN WITNESS WHEREOF, COG and City have, by approval of their respective
governing bodies, caused this Agreement to be executed.
MID -WILLAMETTE VALLEY
COUNCIL OF GOVERNMENTS
Nancy J. Boyer, Executive Director Date
CITY OF WOODBURN
Scott C. Derickson, City Administrator Date
Page 4 of 4 — Agreement for Business Loan Assistance Program
Council of Governments — City of Woodburn