11-22-2010 URA Agenda PacketCITY OF WOODBURN
URBAN RENEWAL AGENCY
NOVEMBER 22, 201 0 - 6:30 P.M.
KATHRYN FIGLEY, MAYOR
DICK PUGH, COUNCILOR WARD I
J. MEL SCHMIDT, COUNCILOR WARD II
PETER MCCALLUM, COUNCILOR WARD III
JAMES COX, COUNCILOR WARD IV
FRANK LONERGAN, COUNCILOR WARD V
ERIC MORRIS, COUNCILOR WARD VI
CITY HALL COUNCIL CHAMBERS - 270 MONTGOMERY STREET
1. CALL TO ORDER
2. ROLL CALL
3. CONSENT AGENDA
A. Urban Renewal Agency minutes of June 28, 2010
Recommended Action Approve the minutes.
4. PUBLIC HEARINGS
A. 2010 -2011 Supplemental Budget
5. GENERAL BUSINESS
A. Urban Renewal Grant and Loan Program
Recommended Action That the Urban Renewal Agency
discuss the proposed guidelines and procedures for a Grant
and Loan Program for downtown properties within the Urban
Renewal & Downtown Development and Conservation
Districts and authorize staff to prepare a Resolution adopting
the Grant and Loan Program procedures and guidelines for
approval by the Board at the next Urban Renewal Agency
meeting.
6. PUBLIC COMMENT
7. ADJOURNMENT
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3
5
November 22, 2010 Urban Renewal Agency Page i
URBAN RENEWAL AGENCY BOARD MEETING MINUTES
JUNE 28, 2010
HRAN
0:00 DATE: COUNCIL CHAMBERS, CITY HALL, CITY OF WOODBURN,
COUNTY OF MARION, STATE OF OREGON, JUNE 28, 2010.
CONVENED:
The meeting convened at 7:00 p.m.
with Chair Figley presiding.
ROLL CALL:
Chair
Figley
Present
Member
Cox
Present
Member
Lonergan
Present
Member
McCallum
Present
Member
Morris
Present,
Warner, City Recorder Shearer,
0:00 CONSENT AGENDA:
A. approve the Urban Renewal Agency Board minutes of June 14, 2010;
McCallum /Cox... adopt the Consent Agenda. The motion passed unanimously.
0:01 AUTHORIZATION TO APPLY FOR STATE GRANT FUNDING — ODOT
EASTSIDE ESPLANADE
Public Works Director Brown provided a staff report regarding the proposed grant
application. Councilor Pugh questioned whether the project would limit future
redevelopment options such as additional parking. Director Brown indicated that ODOT
would not place restrictions and the project would likely enhance redevelopment efforts.
Councilor Cox asked about right of way acquisitions. Director Brown outlined the rough
right of way plan. Council discussed with Director Brown the general proj ect design and
how it fits into the Downtown, Transportation, and Downtown plans. Cox /Pugh...
authorize the City Administrator to apply for an Oregon Department of Transportation
(ODOT) Transportation Enhancement grant. The motion passed unanimously.
0:00 ADJOURNMENT:
Lonergan /McCallum... meeting be adjourned. The motion passed unanimously.
The meeting adjourned at 7:38 p.m.
Page 1 — URA Board Minutes, June 28, 2010
URBAN RENEWAL AGENCY BOARD MEETING MINUTES
JUNE 28, 2010
HRAN
KATHRYN FIGLEY, Chair
ATTEST
Christina M. Shearer, Recorder
City of Woodburn, Oregon
Page 2 — URA Board Minutes, June 28, 2010
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WDBN
I
November 22, 2010
TO: Urban Renewal Agency Chair and Board
FROM: Ignacio Palacios, Finance Director
SUBJECT: 2010 -2011 Supplemental Budget
RECOMMENDATION:
Conduct a Public Hearing and authorize staff to draft a resolution approving a
supplemental budget for fiscal year 2010-2011.
BACKGROUND:
From time to time during the fiscal year, staff identifies necessary changes to the
adopted budget as new information becomes available. ORS 294.480 allows
the governing body to adopt a supplemental budget under certain conditions
or when an unanticipated `event' occurs. When those changes in the original
budget via the supplemental budget exceed 10% of the original appropriation
in any one fund a public hearing must be held to discuss the changes and to
receive public input.
During the 2010 -2011 budget process the Urban Renewal Agency Budget
Committee directed staff to identify projects that the Urban Renewal Agency
(URA) could undertake during the 2010 -2011 fiscal year. Staff has identified a
grant and loan program that can be funded via the current amount held in
contingency in the URA Fund.
The proposed program calls for six downtown business exterior and interior
matching grants in the amounts of $10,000 and $5,000, respectively. In addition,
small business loans up to $25,000 will be made available to downtown
businesses. A total of six small business loans will be made available. The total
cost of the program for 2010-2011 is $240,000 ( (15,000 x 6) + (25,000 x 6)) .
In addition, $6,500 was charged to the Other Professional Services line item to
fund the Woodburn Locomotive Park painting project and needs to be
reimbursed.
Agenda Item Review: City Administrator _x_ City Attorney _x
Finance
9
Honorable Mayor and City Council
November 22, 2010
Page 2
Due to the unique funding mechanisms for URAs, debt is required by state
statute to fund proposed URA projects. Debt will be obtained and retired in the
same fiscal year in order to comply with this requirement in an amount not to
exceed $250,000.
FINANCIAL IMPACT:
The contingency balance in the URA Fund is $934,330. Staff is requesting a
supplemental budget in the amount of $240,000 (not to exceed $250,000) to
fund the URA Grant and Loan program via a short term loan. In addition a
transfer of $246,500 is requested from the URA contingency to retire the short
term loan in the amount of $240,000 and $6,500 to reimburse the Other
Professional Services line item for the Woodburn Locomotive Park painting
project. This will reduce the contingency to $687,830 (or 44.5% of the adopted
budget).
El
WDBN
I
November 22, 2010
TO: Urban Renewal Board through City Administrator
FROM: Jim Hendryx, Director of Economic & Development Services
SUBJECT: Urban Renewal Grant and Loan Program
RECOMMENDATION
That the Urban Renewal Agency discuss the proposed guidelines and
procedures for a Grant and Loan Program for downtown properties within the
Urban Renewal & Downtown Development and Conservation Districts.
That staff be authorized to prepare a Resolution adopting the Grant and Loan
Program procedures and guidelines for approval by the Board at the next Urban
Renewal Agency meeting.
BACKGROUND
Woodburn initially adopted the Urban Renewal Plan in 2001. The Plan
envisioned a series of improvements and actions, initially recognized in the 1997
Downtown Development Plan (DDP), which were intended to reinvigorate
Woodburn's historic downtown. The Urban Renewal Plan recognized the
importance of physically improving the appearance of the downtown, a recent
example being the improvements made to Front Street. Another activity called
for in the Urban Renewal Plan was the creation of a Storefront Design and
Improvement Program, which due to funding has not yet been implemented.
The recently adopted (January 2010) Downtown Development Plan Update
(DDPU) continued to recognize the need to reinvigorate downtown Woodburn.
Chief among the recommendations was the idea to leverage urban renewal
funds with private funds to create investment through a downtown Grant and
Loan Program.
City Council received a briefing on the Downtown Plan, the Urban Renewal
Plan, and the Downtown Development Plan Update (DDPU) at its October 25th
meeting. Council requested that the Woodburn Urban Renewal Grant and
Loan Program be formally submitted to the Urban Renewal Board for action.
Agenda Item Review: City Administrator _x_ City Attorney _x_ Finance —x-
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Urban Renewal Grant and Loan Program
November 22, 2010
Page 2
DISCUSSION:
Improving Woodburn's downtown area has been recognized as a priority for
several years, dating back to 1997, with the adoption of the original Downtown
Development Plan. Woodburn's Urban Renewal Plan provides the funding
mechanism to implement the Storefront Improvement Grant and Building
Rehabilitation Programs. Discussions with individual businesses and property
owners indicate that there is interest in having these programs available for
business and property owners.
The City has latitude on the administration of this program, such as how much
funding is available, and what properties qualify for the Grant and Loan
program. The proposed Grant and Loan programs would be structured as
follows:
Downtown Exterior Grant Program
The Exterior Grant Program will be administered as a matching grant program.
Grants will be awarded to retailers or property owners who improve the
appearance of their building or store, with a focus on exterior and building
fagade improvements. Matching grants are typically less than $10,000, require
matching owner investment, and are intended to achieve immediate and
highly visible results.
Purpose:
o Promote investment through the preservation and rehabilitation of
Woodburn's historic downtown
Terms and minimum requirements
Maximum Grant Amounts: $10,000 -within the Urban Renewal & Downtown
Development and Conservation (DDC) Districts
Grant Requirements: 50/50 reimbursement grant with matching owner
investment
Meet or exceed established design standards
Eligible Grant Recipients:
o Property owners with fee title in property
Urban Renewal Grant and Loan Program
November 22, 2010
Page 3
o Business owners who show written evidence that the property owner has
authorized work on the subject property
Eligible Properties:
• Properties must be located within the Urban Renewal & Downtown
Development and Conservation (DDC) Districts.
• Qualifying structures include commercial and mixed -use buildings
Eligible Activities:
Windows
Painting
Seismic upgrade
Storefronts
Exterior lighting
Awnings/Canopies
Signage
ADA accessibility
Environmental
remediation
Permits
o Tax - exempt properties and non - profits are excluded from the program
Interior Grant Program
The Downtown Interior Grant Program will also be administered as a matching
grant program. Grants will be awarded to retailers or property owners who
improve the interior of their building or store with a focus on addressing code
and related improvements. Matching grants are typically less than $5,000,
require matching owner investment, and are intended to achieve immediate
and highly visible results.
Purpose:
o Promote investment through the preservation and rehabilitation of
Woodburn's historic downtown
Terms and minimum requirements
Maximum Grant Amounts: $5,000 -within the Urban Renewal &
Downtown Development and Conservation (DDC)
Districts
Grant Requirements: 50/50 reimbursement grant with matching owner
investment
Meet or exceed established design standards
Eligible Grant Recipients:
o Property owners with fee title in property
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Urban Renewal Grant and Loan Program
November 22, 2010
Page 4
o Business owners who show written evidence that the property owner has
authorized work on the subject property
Eligible Properties:
• Properties must be located within the Urban Renewal & Downtown
Development and Conservation District (DDC) Districts.
• Qualifying structures include commercial and mixed -use buildings
Eliaible Activities:
HVAC
Electrical
Plumbin
ADA accessibility
Interior lighting
Environmental
remediation
Electrical
ADA accessibility
Plumbin
Permits
roofing
Code deficiencies
Downtown Buildinq Rehabilitation Loan Program
The Downtown Building Loan Program will provide a financial incentive to
downtown property owners and business owners to make physical
improvements to buildings in substandard condition. The program will provide
low- interest loans to property and business owners for eligible activity
improvements to their buildings in order to renovate and upgrade those
properties. Loans are typically less than $25,000 and are intended to fund
projects that produce highly visible results.
Purpose:
o Promote investment through the preservation and rehabilitation of
Woodburn's historic downtown
Terms and minimum requirements:
Maximum loan Amounts: $25,000 -within the Urban Renewal & Downtown
Development and Conservation (DDC) Districts
Loan Requirements: Meet or exceed established design standards
Interest Rates: Market rate up to 6%
Terms: 10 years fixed
Loan Fee: $250
L-3
Urban Renewal Grant and Loan Program
November 22, 2010
Page 5
Eligible Grant Recipients:
• Property owners with fee title in site
• Business owners who show written evidence that the property owner has
authorized work on the subject property
Eligible Properties:
Properties must be located within the Urban Renewal & Downtown
Development and Conservation (DDC) Districts
o Qualifying structures include commercial and mixed -use buildings
o New construction
o Major remodel
Eligible Activities:
All normal and reasonable costs directly associated with
rehabilitation /restoration or construction of a qualified project. Tenant
improvements are subject to an executed lease. Normal cost per square foot of
the proposed improvements must be
pre - approved.
Ineligible Activities:
o Acquisition, loan fee, refinancing, training, staffing costs, equipment,
personal property, reimbursement of costs prior to loan award, and
organizational expenses are considered ineligible for reimbursement. Tax -
exempt properties and non - profits are excluded from the program.
Review Process:
The Urban Renewal Board should appoint a Downtown Advisory Review
Subcommittee, which includes two Board members and one citizen, appointed
by the Board, to oversee the Grant and Loan Program. The Downtown Advisory
Review Subcommittee will review grant and loan applications (including
proposed scope of work), design details, and approve the proposal as
submitted, or make recommendations for alterations to the design and /or
construction.
FINANCIAL IMPACT
The Urban Renewal Agency has funds available to fund the proposed project
and the project is in -line with plan objectives. Currently the Urban Renewal
Agency has $934,000 available in contingency.
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Urban Renewal Grant and Loan Program
November 22, 2010
Page 6
That being said, no capital projects were budgeted as part of the 2010-2011
Budget process. As part of that process staff was to identify funds and propose
projects to the Urban Renewal Agency board. The proposed project(s) will
require a supplemental budget to be brought back before the Urban Renewal
Agency board for review and approve.
Attachments:
A. Procedural Guidelines
B. Grant Guidelines
C. Applicant Information
D. Owner Authorization of Work /Hold Harmless Agreement
E. Checklist
F. Loan Guidelines
G. Loan Agreement
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Urban Renewal Grant and Loan Program
November 22, 2010
Page 7
Zoning map
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Attachment A
City of Woodburn Urban Renewal Agency
Downtown Exterior /Interior Grant Program
PROCEDURAL GUIDELINES:
1) Eligible properties must be within the Urban Renewal & Downtown Development
and Conservation (DDC) Districts.
2) The Urban Renewal Board will appoint a Downtown Advisory Review
Subcommittee, which includes two Board members and one citizen, appointed by
the Board, to oversee the Grant and Loan Program.
3) The Advisory Review Subcommittee will review grant and loan applications,
(including proposed scope of work), design details, and approve the proposal as
submitted or make recommendations for alterations to the design and /or
construction.
4) Applicant will initially meet with City staff to discuss improvement plans.
5) Applicant will submit completed grant application with property owner
information and signature.
6) Applicant will provide at least two (2) and preferably three (3) bids for each
portion of the application in excess of $2,500 from licensed
contractors.
7) Upon approval, the City of Woodburn and the applicant will enter into a
contractual agreement for the proposed improvements.
8) The City of Woodburn Downtown Grants are available for up to $10,000 for
exterior renovation and up to $5,000 for interior renovation.
9) Grant provide for a 50/50 contribution by the applicant. Invoices must be
submitted for inspection and reimbursement.
10) Low interest loans are available for up to $25,000 to property owners and /or
tenants for specific improvements.
All applications shall demonstrate compliance with the Downtown Architectural Design
Standards, if applicable and the urban renewal decision making criteria below:
• Be in the public interest
• Encourage greater marketability of the district
• Complement the existing historic downtown core, where applicable
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Attachment B
City of Woodburn Urban Renewal Agency
Downtown Exterior /Interior Grant
GRANT GUIDELINES
1. Projects assisted by this program are to be rehabilitation and renovation projects
showing significant aesthetic improvement to the property and to be compatible
with the downtown streetscape.
2. All projects shall comply with the City of Woodburn Downtown Architectural
Design and Signage Standards.
3. Projects are to be located within the Urban Renewal & Downtown Development
and Conservation Districts.
4. The project design must work towards restoring the building as closely to its
original design as possible.
5. All storefronts shall be designed, constructed, and maintained to compliment and
accept the architectural features of the building. All accessories, signs, awnings,
etc. shall likewise compliment the overall character of the building.
6. Funds shall be allocated based on the following criteria and are subject to
availability:
• Visual prominence of the building and its location, as well as aesthetic
quality design proposal
• Historical and architectural significance of the building, as well as the
potential impact on the attractiveness of the city streetscape, the particular
building, and the economic development of the downtown Urban Renewal
District, and readiness to proceed.
7. Grants are available for up to $10,000 for exterior renovation and up to $5,000
for interior renovation.
8. There is a 50/50 match requirement required for the grant program. Grants are
dependent upon an approved project plan and contract with the City of
Woodburn.
Invoices must be submitted for reimbursement. No grant money will be
disbursed until the project is completed and is approved by the City of Woodburn.
10. Grants cannot be used for any work commenced or completed prior to project
approval.
11. Grant proceeds may be used for materials and services provided by licensed
contractors.
12. All necessary building, electrical, plumbing permits must have been obtained and
work inspected and approved.
13. All improvements will be reviewed and need to be approved by the Downtown
Advisory Review Subcommittee.
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14. To qualify for grant funds, an application and appropriate plans must be
submitted to the City of Woodburn, approved and a grant contract signed prior to
work commencing.
15. All grants made under this program are subject to availability of program funds
and under the discretion of the Woodburn Urban Renewal Board and the
Downtown Advisory Review Subcommittee.
16. The grant will have a term of not more than one year with a single payment after
receipt of all completed work.
17. All work needs to be done by licensed contractors and the applicant needs to
provide at least two bids for every aspect of work greater than $2,500. Three
bids are preferred.
City of Woodburn Urban Renewal Agency
Downtown Exterior /Interior Grants
Eligible Projects:
The following list is not exhaustive, but covers the majority of types of exterior projects
that are eligible:
_ Windows
_ Exterior painting and cleaning
_Seismic
_Roofing
_ Storefronts
_ Exterior Lighting
_ Awnings /Canopies
_Replacement of missing decorative features
_ Removal of non - historic materials or additions that are inappropriate to the building
_ Cornices
_Design & architectural services (up to $1,000)
_
Permits
_ Re- Pointing
_ Gutters /Downspouts
_ Environmental Remediation
_ ADA Accessibility
_ Energy Efficient Upgrades (some restrictions apply)
_ HVAC
_ Electrical
_ Plumbing
_ Exterior lighting
_ Environmental remediation
_Plumbing
_Electrical
_
Permits
_ Roofing
Code deficiencies
14
Ineligible Activities:
_ Property maintenance
_ Landscape Improvements
_ Improvements to non - public faces of buildings
_ Building acquisition
_ Inventory or other working capital
_ Administrative costs or payments to borrower for direct labor costs
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Attachment C
City of Woodburn Urban Renewal Agency
Downtown Exterior /Interior Grant
APPLICANT INFORMATION
Applicant's Name:
Property Address: Tax Lot #:
Mailing Address:
Telephone Number: Cell Number:
Email: Fax:
Proof of Ownership: Please provide proof of ownership or written authorization to
proceed with the project from the property owner.
Have all City of Woodburn taxes levied on the building and property described in this
application been paid to date?
Yes ❑ No ❑ If no, please attach explanation.
BUILDING INFORMATION:
Year Built: Historic Name(s):
PROJECT INFORMATION:
Total Project Costs: Grant Request:
Describe the scope of work (use additional sheets as necessary)
Attach checklist and
all required elements pertaining to the scope of work. Attach project cost(s) estimates
obtained.
GRANT PROPOSAL: Please provide a list of the bids that you have received for each
aspect of your project which is being submitted as part of the application. Remember to
provide at least two (2) bids, and preferably three (3) bids, from licensed contractors for
every item that is over $2500.00.
PROCESS OF REVIEW: This application will be reviewed by staff for accuracy and
completeness, and then presented to the Downtown Advisory Review
Subcommittee for consideration. You will be notified of the date and time of the
meeting at which your application will be considered, and you are welcome to
attend. City staff will notify you in writing of the committee's decision within five
working days of the meeting. If your grant is approved, you will receive a contract
outlining the roles and responsibilities of the applicant and the urban renewal
agency. You will not be reimbursed for any work that commences or is
completed prior to the date of the contract.
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CERTIFICATION BY APPLICANT:
The applicant certifies that all information provided in this application given is true and
complete to the best of the applicant's knowledge and belief. If the applicant is not the
owner of the property to be rehabilitated, or if the applicant is an organization rather
than an individual, the applicant certifies that he /she has the authority to sign and enter
into an agreement to perform the proposed work on the building. Evidence of this
authority must be attached.
Applicant Signature:
Date:
Return Application To:
James N.P. Hendryx
Economic and Development Services Director
City of Woodburn
270 Montgomery
Woodburn, Oregon 97071
503.980.2445 (phone)
503.982.5244 (fax)
Jim. hendryx(a)ci.woodburn.or.us
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Attachment D
City of Woodburn Urban Renewal
Downtown Exterior /Interior Grant
Owner Authorization of Work for Tenant to Carry out Exterior /Interior
Improvements and Hold Harmless Agreement
I, hereby authorize to
carry out improvements as specified in the accompanying Exterior /Interior Grant
Application, on my property located at ,
which is within the City of Woodburn's Urban Renewal & Downtown Conservation
districts, and I also agree to hold harmless the City of Woodburn in the event of property
damage or physical injury as a result of working on the aforementioned project.
Signature of Property Owner
Notary
Return To:
James N.P. Hendryx
Economic and Development Services Director
City of Woodburn
270 Montgomery
Woodburn, Oregon 97071
503.980.2445 (phone)
503.982.5244 (fax)
Jim. hendryx(a)ci.woodburn.or.us
Date
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Attachment E
City of Woodburn Urban Renewal
Downtown Exterior /Interior Grant
Checklist
Please submit the checklist as part of your application.
Please provide two (2) bids and preferably three (3) bids for each portion of your
application that is greater than $2500 from licensed contractors.
SIGNS:
:1 Provide a color rendering of the design chosen.
:1 Include specifications as to the size and width of the sign.
:1 Note how and where the sign will be hung on the building.
:1 Submit a written estimate from a sign company.
:1 Submit written verification that design and size comply with City codes.
PAINT:
:1 Provide samples of the colors chosen.
:1 Mark which color will be body color and which will be accent colors.
:1 Note where each color will be used.
:1 Submit written estimate from painter of your choice.
AWNINGS:
:1 Provide information about color and style of awning chosen.
:1 Note where awning will be placed on building.
:1 Submit written estimate.
:1 Submit written verification that design and size comply with City codes.
:1 Awning selection must take into account the architectural style of the building.
MAJOR FACADE ALTERATION:
:1 Provide a rendering of the project, including paint and awning colors where applicable
:1 Submit written cost estimates or bids
ALL PROJECTS PROPOSED BY TENANTS:
:1 Provide a signed lease of at least one year of duration.
:1 Provide a notarized Owner Authorization of Work /Hold Harmless Agreement from the
property owner (see attached)
:1 Submit copy of current certificate of occupancy
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Attachment F
City of Woodburn Urban Renewal Agency
Downtown Loan Program
Loan Guidelines
1. Projects assisted by this program are to be rehabilitation and renovation projects
showing significant aesthetic improvement to the property and must be
compatible with the downtown streetscape.
2. All projects shall comply with the City of Woodburn Downtown Architectural
Design and Signage Standards.
3. Projects are to be located within the Urban Renewal & Downtown Development
and Conservation Districts.
4. The project design must work towards restoring the building as closely to its
original design as possible.
5. All storefronts shall be designed, constructed, and maintained to compliment and
accept the architectural features of the building. All accessories, signs, awnings,
etc. shall likewise compliment the overall character of the building.
6. Funds shall be allocated based on the following criteria and are subject to
availability:
• Visual prominence of the building and its location, as well as aesthetic
quality design proposal
• Historical and architectural significance of the building and potential
impact on the attractiveness of the city streetscape,
• The particular building, and the economic development of the downtown
urban renewal district, and readiness to proceed.
7. Terms and Minimum Requirements
• Maximum Loan Amount: $25,000
• Interest Rate: Market rate up to a maximum of 6% fixed rate
• Term: 10 years fixed (Length of term may be extended to 20 years in
order to coincide with terms of primary lender where Urban Renewal Agency is in
a second lien position)
• Loan Fee: $75.00
• Additional terms may apply - terms subject to change
8. Eligible Borrower
• Property owners who can show fee title
• Business owners who show written evidence that property owner has
authorized work for which application is made
• Tax - exempt property and business owners are excluded
Eligible Property
• Commercial or mixed -use property located within Urban Renewal &
Downtown Conservation and Development Districts
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• Properties that are 100% residential are excluded
9. Eligible Activities
• All normal and reasonable soft and hard costs directly associated with
rehabilitation /restoration or construction of a qualified project
• Tenant improvements are subject to an executed lease and a cost per
square foot, which has been approved during the loan process
9. Ineligible Activities
• Acquisition
• Loan fee
• Refinance
• Training
• Staffing costs
• Equipment and personal property
• Reimbursement of hard costs prior to loan award
• Organizational expenses
9. Loan proceeds may be used for materials and services provided by licensed
contractors.
10. All necessary building, electrical, plumbing permits have been obtained and work
inspected and approved.
11. All improvements will be reviewed and need to be approved by the Downtown
Advisory Review Subcommittee.
12. To qualify for a loan, an application and appropriate plans must be submitted to
the City of Woodburn, approved, and the loan must be signed prior to work
commencing.
13. All loans made under this program are subject to availability of program funds
and under the discretion of the Woodburn Urban Renewal Board and the
Downtown Advisory Review Subcommittee.
14. All work must be completed within 12 months of loan approval unless an
extension is approved by the City of Woodburn.
15. All work needs to be done by licensed contractors and the applicant needs to
provide at least two bids for every aspect of work greater than $2,500. Three
bids are preferred.
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Attachment G
Woodburn
Urban Renewal Downtown Loan Program
LOAN AGREEMENT
BETWEEN: The City of Woodburn, an Oregon municipal corporation
(Lender)
AND: (Borrower)
PROJECT:
LOAN NUMBER:
RECITALS
A. Borrower has requested Lender to make a loan to Borrower of Woodburn Urban Renewal
Downtown Loan Program funds in the principal amount of for building improvement.
B. The loan is made under the Woodburn Urban Renewal Downtown Loan Program established by
the Woodburn Urban Renewal Agency on November 8, 2010 and administered City of
Woodburn (City)
C. Borrower's project, ( "the Project ") for which the loan has been obtained, consists of
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AGREEMENT
Now, therefore, in consideration of the foregoing Recitals, which are incorporated by this reference, the
parties hereto agree as follows:
1. Loan. Subject to the terms and conditions of this Agreement, Lender agrees to make a loan ( "the
Loan ") to Borrower in a principal amount of
A loan fee in the amount of
($ ) shall be paid to Lender by Borrower and shall be collected upon disbursal of the
Loan proceeds.
2. Promissory Note. The Loan shall be made against, evidenced by and repayable as an interest
bearing loan, in accordance with a Promissory Note ( "the Note ") of Borrower, payable to the order
of Lender in the principal amount of
Agreement.
which is executed simultaneously with this
3. Borrower's Representations and Warranties.
3.1 Borrower is a legal entity duly organized and validly existing under the laws of Oregon and
has full power and authority to transact the business in which it is engaged, and full
power, authority and legal right to make this Agreement and the Note, and to incur and
perform its obligations hereunder and under the Note.
3.2 The making and performance by Borrower of this Agreement and the Note and the
borrowing by Borrower hereunder (a) have been duly authorized by necessary action of
the Borrower, (b) do not violate any provision of any applicable law, rule, regulation or
order of any court, regulatory commission, board or other administrative agency or any
provision of Borrower's corporate agreement and (c) do not result in the creation of any
lien to any other indenture, bank or other credit agreement, mortgage or other
agreement of instrument to which Borrower is a party.
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3.3 This Agreement and the Note have been duly executed and delivered by Borrower and will
continue the legal, valid and binding obligation of Borrower, enforceable in accordance
with their terms subject to the laws of bankruptcy, insolvency or other similar laws
affecting the enforcement of creditor's rights generally.
3.4 No authorization, consent, license, or approval of, or filing or registration with, or
notification to, any governmental body or regulatory or supervisory authority is required
for the execution, delivery or performance by Borrower of this Agreement and the Note or
for the borrowing hereunder.
3.5 Since Borrower applied to Lender for the Loan, there has been no material adverse change
in the financial condition of Borrower.
3.6 No representation or warranty by Borrower in this Agreement or on any written
statement, including information, data, exhibits and other materials submitted in
connection with the Loan, furnished to Lender pursuant to this Agreement or in
connection with the transactions contemplated by this Agreement, when taken together,
contains or will contain any untrue statement of material fact or omits or will omit to state
a material fact necessary to make statements not misleading.
3.7 There is no action, suit, proceeding, or investigation pending or threatened against
Borrower which would, if adversely determined, have a material adverse effect on the
financial condition or business of Borrower or on the ability of Borrower to perform its
obligations under this Agreement or the Note.
4. Covenants of Borrower. While any principal on the Note is outstanding, Borrower agrees that,
upon Lender request:
4.1 Borrower shall furnish to Lender evidence of effective monitoring and evaluation of the
Project.
4.2 Borrower will comply with the requirements of all applicable federal, state and local
laws, regulations and orders of any governmental authority at all times in the performance
of the Project.
4.3 Borrower will maintain records of Project construction under this Agreement for a period
of not less then three (3) full years following the satisfaction date of this Agreement.
Borrower will permit Lender and its agents to review its books of accounts and records
with respect to the receipt and disbursement of funds received from Lender.
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4.4 Borrower will pay and discharge all taxes, assessments, and governmental charges or any
levies imposed upon it or upon its income or profits or upon any property belonging to it,
prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid,
might become a lien upon its property.
4.5 Borrower will promptly give notice in writing to Lender of any litigation and any
proceeding before any arbitral tribunal which may adversely and materially affect the
ability of Borrower to perform its obligations under this Agreement.
5. Events of Default. The following "Events of Default" entitle Lender to, by notice to Borrower,
declare the entire indebtedness to be immediately due and payable.
5.1 Borrower defaults in the performance or observance of any of its covenants or
agreements contained herein, and the default continues for thirty (30) days after
Borrower receives notice thereof without commencement of action by Borrower
reasonably satisfactory to Lender to remedy the default; or
5.2 Any representation or warranty with respect to current or historical information made to
Lender herein or in any certificate, notice, report, financial statement, or other instrument
or document furnished to Lender hereunder or in connection herewith proves to have
been incorrect in any material respect when made; or
5.3 Any authorization, consent, license, approval, filing or registration now or hereafter
necessary to enable Borrower to comply with its obligations hereunder or under the Note
or incurred pursuant to hereto and thereto fails to be timely issued or granted, or expires
or lapses and is not forthwith renewed or extended, or is revoked, withdrawn, withheld,
or modified so as to materially interfere with such compliance; or
5.4 Borrower (i) applies for consents to the appointment of, or the taking of possession by, a
receiver, custodian, trustee, or liquidator of itself or of all of its property, (ii) admits in
writing its inability, or is generally unable, to pay its debts as they become due, (iii) makes
a general assignment for the benefit of its creditors, (iv) commences a voluntary case
under the Federal Bankruptcy code (as now or hereafter in effect), (v) is adjudicated
bankrupt or insolvent, (vi) files a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, winding up, or composition or
adjustment of debts, (vii) fails to controvert in a timely and appropriate manner, or
acquiesces in writing to, any petition filed against it in an involuntary case under such
Bankruptcy Code, or (viii) takes any action for the purpose of effecting any of the
foregoing; or
5.5 A proceeding or case is commenced, without the application or consent of Borrower, in
any court of competent jurisdiction, seeking (i) the liquidation, dissolution or winding -up,
or the composition of readjustment of debts, of Borrower, (ii) the appointment of a
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trustee, receiver, custodian, liquidator, or the like of Borrower or of all or any substantial
part of its assets, or (iii) similar relief in respect to Borrower under any law relating to
bankruptcy, insolvency, reorganization, winding -up, or composition or adjustment
of debts, and such proceeding or case continues undismissed, or an order, judgement, or
decree approving or ordering any of the foregoing is entered and continues unstayed and
in effect for a period of sixty (60) consecutive days, or an order for relief against Borrower
is entered in an involuntary case under the Federal Bankruptcy Code (as now or hereafter
in effect); or
5.6 Borrower causes to be transferred any interest in properties securing the Loan without
the prior written consent of Lender. Notwithstanding the foregoing limitation, Lender
agrees to subordinate its interest in the property to a lender providing permanent
financing for the Project so long as the funds from such loan are used to pay the City's
Note in full. Further, Lender agrees that the proceeds of the Loan may be re- loaned to a
partnership of which the Borrower is a General Partner; provided that: (a) such
partnership is the owner of the property securing the Loan; (b) the partnership grants
Borrower a trust deed securing the obligation to repay Borrower; (c) Borrower assigns its
rights as beneficiary under such trust deed to Lender; and (d) Borrower shall remain liable
on the City's Note in all respects.
6. No Implied Waiver, Cumulative Remedies. No failure on the part of Lender to exercise, and no delay
in exercising, any right, power, or privilege under this Agreement shall operate as a waiver thereof
nor shall any single or partial exercise of any right, power, or privilege under this Agreement shall
pre -clude any other or further exercise thereof or the exercise of any other such right, power, or
privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided
by law.
7. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the
State of Oregon and all actions relating to this Agreement shall be tried before the courts of the
State of Oregon.
8. Notice. Except as otherwise specified herein, all notices, requests, demands, and other
communications to or upon the parties hereto shall be in writing or by tested or otherwise
authenticated facsimile, telegram, or cable and shall be deemed to have been duly given or made
when deposited in the mails, certified and postage prepaid, or transmitted by facsimile or delivered
to the telegraph office, addressed to the party to which such notice, request, demand, or other
communication is requested or permitted to be given or made hereunder at the addresses set forth
below (or to any facsimile number published as belonging to such party at such address) or at such
other address of which such party shall have notified in writing the other parties hereto.
26
RnrrnwPr-
Lender:
City of Woodburn
Woodburn City Administrator
Scott Derickson
270 Montgomery St.
Woodburn, OR 97071
9. Successors and Assigns. This Agreement and all terms and conditions set forth in the attached
Exhibits shall be binding upon and inure to the benefit of Lender, Borrower, and their respective
successors and assigns except that Borrower may not assign or transfer its rights or obligations
hereunder or any interest herein without the prior consent in writing of Lender.
10. Amendments. This Agreement may not be amended or modified, nor may any of its provisions be
waived, except by an instrument in writing signed by Borrower and Lender.
11. Titles and Subtitles. The titles and subtitles of this Agreement are for convenience only and in
no way define, limit or describe the scope or intent of any provision of this Agreement.
12. Severability. If any provisions 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.
13. Attorney's Fees. The prevailing party in any dispute arising from this Agreement shall be entitled to
recover from the other its reasonable attorney's fees at trial and on appeal.
14. Entire Agreement. This Agreement, including the Note and those agreements referenced as
attached Exhibits, shall constitute the entire agreement made between the parties. Any waiver or
consent, if made, shall be effective only in the specific instance and for the specific purpose given.
15. Indemnification. Borrower shall defend, indemnify and hold Lender, its agents, successors and
assigns harmless from any and all claims, losses, damages, liens, costs expenses, and liabilities
directly or indirectly arising out of or attributable to Borrower's or its subcontractors, agents or
employees' activities in connection with this Agreement or the use or occupation of the Project.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.
BORROWER:
By: By:
City of Woodburn
Scott C. Derickson, City Administrator
Date: Date:
LENDER:
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