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November 13, 2017 Agenda FIGLEY,MAYOR HRYN CITY OF W OO D B U R N JUAN SERRATOS,TCOUNCILOR WARD I LISA ELLSWORTH,COUNCILOR WARD II CITY COUNCIL AGENDA ROBERT CARNEY,COUNCILOR WARD III SHARON SCHAUB,COUNCILOR WARD IV FRANK LONERGAN,COUNCILOR WARD V NOVEMBER 13, 2017 - 7.00 P.M. ERIC MORRIS,COUNCILOR WARD VI CITY HALL COUNCIL CHAMBERS—270 MONTGOMERY STREET 1. CALL TO ORDER AND FLAG SALUTE 2. ROLL CALL 3. ANNOUNCEMENTS AND APPOINTMENTS Announcements: A. City Hall will be closed November 23 and 24 for the Thanksgiving Holiday. The Library and Aquatic Center are closed on Thanksgiving day. B. The City Council meeting scheduled for November 27, 2017 is cancelled. The next City Council meeting will take place on December 11 , 2017 at 7:00 p.m. Appointments: None. 4. COMMUNITY/GOVERNMENT ORGANIZATIONS None. 5. PROCLAMATIONS/PRESENTATIONS Proclamations: None. Presentations: None. 6. COMMUNICATIONS None. If you need special accommodation,please contact(503)980-6318 or Statewide Toll Free Relay(800)735-1232,at least 48 hours prior to the meeting. Si usted necesita asistencia especial, comuniquese al(503)980-2485 o a la linea telefonica gratuita, (800) 735-1232, con un minima de 48 horas, antes de la reunion. **Habrd interpretes disponibles para aquellas personas que no hablan Ingles, previo acuerdo. Comuniquese al (503) 980-2485.** November 13, 2017 Council Agenda Page i 7. BUSINESS FROM THE PUBLIC - This allows the public to introduce items for Council consideration not already scheduled on the agenda. 8. CONSENT AGENDA - Items listed on the consent agenda are considered routine and may be adopted by one motion. Any item may be removed for discussion at the request of a Council member. A. Woodburn City Council minutes of October 23, 2017 1 Recommended Action: Approve the minutes. B. Woodburn City Council Executive Session minutes of October 23,2017 3 Recommended Action: Approve the minutes. 9. TABLED BUSINESS None. 10. PUBLIC HEARINGS None. 11. GENERAL BUSINESS-Members of the public wishing to comment on items of general business must complete and submit a speaker's card to the City Recorder prior to commencing this portion of the Council's agenda. Comment time may be limited by Mayoral prerogative. A. PUBLIC TESTIMONY ON THIS AGENDA ITEM IS CLOSED. NO PUBLIC 4 COMMENTS WILL BE RECEIVED. Deliberation on Woodland Crossing (ANX 2017-03) B. Council Bill No. 3045-A Resolution Entering into an Intergovernmental 15 Agreement with Marion County Regarding a Special Weapons and Tactics (SWAT)Team and Authorizing the City Administrator to Sign said Agreement Recommended Action:Adopt the attached resolution authorizing the City Administrator to sign a new Intergovernmental Agreement (IGA) with Marion County, through the Marion County Sherriff's Office (MCSO), to join the interagency Special Weapons and Tactics (SWAT) Team. C. Council Bill No. 3046- A Resolution to Extend the Option Period to 24 Acquire Real Property for the Farmworker Housing Development Corporation (FHDC) And Authorizing the City Administrator to Sign an Amendment to the Current Option Contract with FHDC Recommended Action: Adopt the attached resolution authorizing the City Administrator to sign a Third Amendment to the Option to Acquire November 13, 2017 Council Agenda Page ii Real Property Agreement ("Option Agreement") with Farmworker Housing Development Corporation (FHDC) for the sale of City owned property at 1750 Park Ave. D. Council Bill No. 3047 - An Ordinance Amending Ordinance 2460, the 51 Solid Waste Management Franchise, to Extend said Ordinance until February 25, 2018 and Declaring an Emergency Recommended Action: After providing notice and opportunity for public comment, adopt the Ordinance extending the term of the Solid Waste Franchise until February 25, 2018. E. Council Bill No. 3048 - A Resolution Awarding a Sole Source Contract to 56 Axon Enterprise, Inc. for the Purchase Of The Company's "Officer Safety Plan" Service that will Provide Body Camera and Taser Equipment Upgrades for the Woodburn Police Department, and Adopting Findings Recommended Action: That the City Council, acting as the Local Contract Review Board, adopt a resolution awarding a sole source contract to Axon Enterprise, Inc. for the purchase of the Company's Officer Safety Plan services that will provide a body camera system, inclusive of evidence transfer capabilities, evidence management software, cloud-based data storage, accessories, and replacement of the existing controlled electrical weapons inventory. F. Council Bill No. 3049 - A Resolution Authorizing the Purchase of 75 Property Located at 294 Oak Street and Authorizing the City Administrator to Execute a Purchase and Sale Agreement and Escrow Instructions Recommended Action: That the City Council adopt the attached resolution authorizing the City Administrator to execute on behalf of the City, a Purchase and Sale Agreement and Escrow Instructions and accept a deed for property located at 294 Oak Street. 12. PLANNING COMMISSION OR ADMINISTRATIVE LAND USE ACTIONS - These are Planning Commission or Administrative Land Use actions that may be called up by the City Council. None. 13. CITY ADMINISTRATOR'S REPORT 14. MAYOR AND COUNCIL REPORTS 15. ADJOURNMENT November 13, 2017 Council Agenda Page iii COUNCIL MEETING MINUTES OCTOBER 23, 2017 0:00 DATE COUNCIL CHAMBERS, CITY HALL, CITY OF WOODBURN, COUNTY OF MARION, STATE OF OREGON, OCTOBER 23, 2017 CONVENED The meeting convened at 7:00 p.m. with Mayor Figley presiding. ROLL CALL Mayor Figley Present Councilor Carney Present Councilor Lonergan Present Councilor Schaub Present Councilor Morris Present Councilor Ellsworth Present Councilor Serratos Absent Staff Present: City Administrator Derickson, City Attorney Shields, Assistant City Administrator Row, Economic Development Director Johnk, Community Development Director Kerr, Lieutenant Pilcher, Interim Public Works Director Liljequist,Finance Director Montoya, Communications Coordinator Horton, City Recorder Pierson 0:00 PROCLAMATIONS A. Domestic Violence Awareness Month-Walt Beglau, Marion County District Attorney spoke about Domestic Violence Awareness and introduced Jane Downing of the Center for Hope and Safety and Kim Larson from the District Attorney's Office. Jane Downing provided information on the Center for Hope and Safety. B. Bob Shields Day—Mayor Figley read a proclamation declaring October 24 as Bob Shields Day in recognition of his dedicated service to the City. Mayor Figley called for a short break at 7:18 and Council reconvened at 7:28. 0:27 PRESENTATIONS Library Trees - Library Manager John Hunter provided a presentation on the trees in Library Park. 0:54 CONSENT AGENDA A. Woodburn City Council minutes of October 9, 2017, B. Woodburn City Council Executive Session minutes of October 9, 2017, C. Crime Statistics through September 2017. Lonergan/Schaub... adopt the Consent Agenda. The motion passed unanimously. 0:55 COUNCIL BILL NO.3043—AN ORDINANCE AMENDING ORDINANCE 2285(THE REGULATION OF MOTOR VEHICLES, BICYCLES, AND PEDESTRIAN TRAFFIC WITHIN THE CITY OF WOODBURN) TO MODIFY THE AUTHORIZATION FOR ENFORCEMENT PROVISION TO ALLOW FOR VOLUNTEERS TO ENFORCE DISABLED PARKING LAWS IN THE CITY Lonergan introduced Council Bill No. 3043. Recorder Pierson read the bill twice by title only since there were no objections from the Council. Lieutenant Pilcher provided a staff report. Page 1 - Council Meeting Minutes, October 23, 2017 1 COUNCIL MEETING MINUTES OCTOBER 23, 2017 On roll call vote for final passage,the bill passed unanimously.Mayor Figley declared Council Bill No. 3043 duly passed. 1:04 COUNCIL BILL NO. 3044 — A RESOLUTION OF THE CITY OF WOODBURN, OREGON AUTHORIZING THE SALE OF A GENERAL OBLIGATION REFUNDING BOND Lonergan introduced Council Bill No. 3044. Recorder Pierson read the bill by title only since there were no objections from the Council. On roll call vote for final passage, the bill passed unanimously. Mayor Figley declared Council Bill No. 3044 duly passed. 1:06 CONSIDERATION OF COUNCIL REVIEW OF A PLANNING COMMISSION APPROVAL; DESIGN REVIEW APPLICATION FOR EAST LINCOLN STREET APARTMENTS (DR 2017-05; VAR 2017-05/PLA 2017-07) The Council declined to call this item up for review. CITY ADMINISTRATOR'S REPORT City Administrator Derickson reminded Council that there is an executive session this evening. MAYOR AND COUNCIL REPORTS Councilor Ellsworth congratulated City Attorney Shields on his award. Mayor Figley congratulated City Attorney Shields on his award and thanked him for all he does for the City. EXECUTIVE SESSION Mayor Figley entertained a motion to adjourn into executive session under the authority of ORS 192.660 (2) (e). Morris/Lonergan... move into executive session. The motion passed unanimously. The Council adjourned to executive session at 8:08 p.m. and reconvened at 8:47 p.m. Mayor Figley stated that no action was taken by the Council while in executive session. ADJOURNMENT Morris/Schaub... meeting be adjourned. The motion passed unanimously. The meeting adjourned at 8:47 p.m. APPROVED KATHRYN FIGLEY, MAYOR ATTEST Heather Pierson, City Recorder City of Woodburn, Oregon Page 2 - Council Meeting Minutes, October 23, 2017 2 EXECUTIVE SESSION COUNCIL MEETING MINUTES OCTOBER 23, 2017 DATE CONFERENCE ROOM, CITY HALL, CITY OF WOODBURN, COUNTY OF MARION, STATE OF OREGON, OCTOBER 23, 2017 CONVENED The Council met in executive session at 8:09 p.m. with Mayor Figley presiding. ROLL CALL Mayor Figley Present Councilor Carney Present Councilor Lonergan Present Councilor Schaub Present Councilor Morris Present Councilor Ellsworth Present Councilor Serratos Absent Mayor Figley reminded Councilors and staff that information discussed in executive session is not to be discussed with the public. Media Present: None. Staff Present: City Administrator Derickson, City Attorney Shields, Assistant City Administrator Row, City Recorder Pierson, Economic Development Director Johnk, Communications Coordinator Horton Others Present: None. The executive session was called: To conduct deliberations with persons designated by the governing body to negotiate real property transactions pursuant to ORS 192.660(2)(e). ADJOURNMENT The executive session adjourned at 8:46 p.m. APPROVED KATHRYN FIGLEY, MAYOR ATTEST Heather Pierson, City Recorder City of Woodburn, Oregon Page 1 —Executive Session, Council Meeting Minutes, October 23, 2017 3 OFF I Iii♦ r} B V' November 13, 2017 TO: Honorable Mayor and City Council through City Administrator FROM: Chris Kerr, Community Development Director SUBJECT: Deliberation Deliberation on Woodland Crossing (ANX 2017-03) The Woodland Crossing development is scheduled for your November 13th Council meeting. This is a continuation of the hearing which was held on October 12th. In light of the significant amount of testimony received and in an effort to assist the Council, I think it would be beneficial to provide the Council with a summary of the expected process forward and provide Staff comments on information received since the last hearing. Process for the November 13 h meeting Staff anticipates that the Council will conduct deliberations and then (after a motion and second) vote on a tentative oral decision that directs Staff to come back to the next meeting with a final written decision that approves, approves with conditions, or denies the land use application. As part of their decision, the Council should include any additional factors or conditions of approval that it wants Staff to include in the final decision document. Staff will then prepare a final written decision, with any new conditions of approval or findings, to the Council at their December 13, 2017 meeting for review and approval. Staff will make a short presentation at the hearing and the Council can ask questions of Staff at that time. Please keep in mind that the public testimony portion of the hearing is closed, so no new testimony or evidence can be accepted by the Council without providing new notice and re-opening the record. Staff comments on testimony received since the last meeting At the October 12th meeting, the Council left the record open for two weeks to allow written testimony and evidence and for an additional week to allow for 4 rebuttal from the applicant. All written testimony' and rebuttal information has been provided to the Council under separate memoranda. During the open record period, the applicant provided a number of additional mitigation measures for Council consideration (see Brian Varricchione letter dated October 23, 2017). Staff and the applicant have met several times since then to review these options and Staff has several recommended modifications to these voluntary mitigation measures. These are summarized below (please note that Staff will summarize these items during at the beginning of the upcoming meeting as well): • Additional off-street parking: Staff noted several potentially dangerous vehicular movements and pedestrian conflicts that the revised space locations would cause and asked the applicant to modify the plans accordingly (Attachment "B"). The resulting plan will provide an additional 90 off-street parking spaces. • Revisions to the landscaping along the western property line: Staff agrees with the proposal to include a fence with privacy slats along the western property line south of Stevens Street. However, Staff would not recommend this type of screening for the lots on the western property line north of Stevens Street and supports the condition recommended by the Planning Commission which allowed the adjacent neighbors to determine the type of buffer along the property line. • Options to discourage outlet mall traffic from encroaching into the residential area: Staff agrees with the proposal to add a new landscaped median on Arney Lane at the western exit from the outlet mall which would restrict the vehicles exiting the mall from turning left into the residential neighborhood. However, after reviewing with the Woodburn Fire District, Staff would not support this additional left turn restriction at the east driveway. • Additional improvements at the Robin Avenue intersection. While improvements to the signage and striping at this intersection are already included in the proposal, Staff requested that the applicant look at the financial costs and traffic benefits of a flashing beacon at the intersection of Robin Ave. and Woodland Ave. After reviewing a variety of factors, both Staff and the applicant believe that the costs of such an improvement (over $150,000, the majority of which would be borne by the City) would not have a significant 1 One letter(from Chris Cochrane)was inadvertently left out of the package that went to the Council and is included herein as Attachment"A". It was submitted to the City before the written record was closed. The only affect that this will have is that the applicant is expected (and permitted)to provide a direct written rebuttal to the Cochrane letter which will be forwarded to the Council upon receipt). Page 2 of 3 5 impact on capacity issues. As an alternative, the applicant is offering to make a one-time voluntary contribution of $50,000 to the City for the purpose of making capital improvements in the area to mitigate adverse traffic impacts on the surrounding neighborhood. Since the project itself does not trigger intersection upgrade requirements at this area, this contribution would be in lieu of any future involvement in a local improvement district or reimbursement district for improvements at this intersection. Staff recommends that the City accept this contribution, but without a specific project attached to it to provide the greatest degree of flexibility for the City to make improvements in this area. Should the City accept this payment, the Public Works Department shall work with the neighborhood to identify potential projects for this money. It is Staff's understanding that the applicant does not object to these modifications and is willing to offer them as voluntary conditions of approval. At the upcoming hearing, the Council should request that the applicant agree, verbally on the record, to these provisions. Additional Staff responses to testimony received Finally, Staff wants to respond to two specific items raised at the public hearing. The first relates to questions about the storm analysis that was completed. The City's Interim Public Works Director wrote a separate memorandum (Attachment `C") attached to provide more background on this issue. The second item is a suggestion from the public that the applicant create a new access into the site directly from Arney Road from the south. This would be problematic for a number of reasons, not the least of which is that it would be a violation of the WDO. This would require a new public access directly through a wetland and across and over East Senecal Creek. These areas are protected areas under State law. Equally important to note is that the reconfiguration suggested would require purchasing private property not in control of the applicant or the City. Attachments A. Cochrane letter B. Revised parking area C. Storm analysis memorandum from Public Works Page 3 of 3 6 City Council City of Woodburn ` E CYD . 270 Montgomery St. Woodburn, OR 97071 i'J �J.>I RE: Woodland Crossing a„m Hon. Kathryn Figley and members of the City Council: The residents of Woodburn West Mobile Estates find themselves in an awkward situation. They own their own homes and therefore have a vested interested in the proposed development. However, they do not own the land where their homes are _. located. As a result, they have not been provided the same voice or concessions as other homeowners in the area in spite of the fact that they will be just as affected by the proposed development. In truth, they will be the most affected group due to the fact that all the traffic going to and from the proposed development and the outlets will surround the park, effectively boxing it in. The residents of the park kindly ask that you consider this and the following as reasons why the project should be denied. The proposed traffic route violates the Woodburn Development Ordinance ("WDO”) The WDO states, as counsel for the applicant pointed out at the hearing on Oct. 9, that "public access must be two non-overiappinp public street routes to a major arterial." Counsel also made clear that the major arterial is Highway 219. While counsel argued that this precluded both roads from the development exiting onto North Arney Road, he failed to mention that even with a second access point onto Woodland Avenue, the development is still in violation of the WDO. The two routes overlap at the intersection of Robin and Woodland Avenues leaving only a single street from this intersection until Hwy. 219, the major arterial. This fact in itself is sufficient for the project to be rejected. Applicant may counter that there are side streets that are available for alternate traffic routes so this is not a true overlap, but the same argument can be made if both access roads were onto N. Arney Rd. Traffic from Arney Ln. NE could turn left onto Arney Rd. NE and avoid the overlap as well, defeating the argument that counsel put forth against an alternate access road. However, as the applicant and counsel have made clear, the plan is for the majority of traffic to take Woodland Ave. with the remainder on N. Arney Rd./Robin Ave. It was also made clear at the hearing that steps would be taken (eg. speed bumps, curves, etc.) to ensure that traffic follows this route. As stated, this violates the WDO and requires the project to be rejected.' 1 In reality, this should take the decision out of the City Council's hands as the proposed development fails on technical and legal requirements. The project should never have gotten this far with this flaw. 1 of 5 7 (As an aside, it also renders moot all of counsel's points about the "Proposed Condition" found in his memo to the City Council located on pages 54-62 of the Agenda Packet dated Oct. 9, 2017.) Hypothetical traffic patters put forth by applicant fail to consider reality During the hearing on Oct. 9, the transportation engineer for the applicant clearly stated that proposed traffic is based upon industry standards for residential housing. This includes assumptions about when traffic will be the heaviest. She stated that traffic typically subsides by 8 am in a residential neighborhood. While this may be true, what she failed to mention is that the outlets open at 10 am. This will create additional traffic that is not accounted for by industry standards. Moreover, the outlets do not close until 9 pm. This will create increased evening traffic not accounted for in industry standards. Both the mobile home park and the proposed development will consist of families with children. This unaccounted for traffic will create hazards for those children, especially during evenings when children tend to play outside. It will also create an extended period of time that neighboring homes with have to deal with the increased traffic. But none of this is considered by the industry standards. In addition, on page 96 of the Agenda Packet dated Oct. 9, 2017, the transportation engineer states the assumption is that Robin Ave. will be the major street in the analysis of traffic. However, the major street for the proposed development will be Woodland Ave., as counsel for the applicant pointed out, rendering it not merely an access street, as the engineer considers it. Traffic will be much heavier. Considering that all the analysis conducted was based on Woodland Ave. as a minor street, it can be concluded that the results will be skewed and incorrect. Traffic will be more severe and for a longer period of time than what applicant proposes. This misleading and incomplete analysis should be grounds for the rejection of the proposal by the City Council. Woodburn West Mobile Estates will be completely blocked in by traffic Tucked away on page 17 of the Oct. 9 Agenda Packet, is a line stating that "during peak hour volume, approximately 2,400 trips are forecast to occur during peak hour volume." As anyone who has shopped or driven by the outlets on Black Friday can attest, the traffic backs up for miles. It is common sense to conclude that drivers will take whatever route they deem quickest to get to their destination. This will include driving down Woodland Ave. and through the proposed development to get to the Outlets. No doubt, traffic here will also back up. The residents of Woodburn West will be completely surrounded by the traffic. They are unique in this regard because they are the only home owners whose access to their homes is confined to Woodland Ave. Moreover, the roads to the park are not across from any side streets, which will force the park residents to turn onto, or off of, Woodland Ave. whenever they want to leave or return to the park. In essence, the park will become hostage during times of peak travel. It is foreseeable that this could be problematic during any time of peak travel, not only on Black Friday. The transportation engineer made no mention of this in any of their 2 of 5 8 analysis nor offered any solutions to the homeowners in the park. This is unacceptable and the City Council should reject the proposal accordingly. The proposed development will likely have inadequate parking The area of the proposed development must be considered in predicting who will occupy the apartments. Ward I has a significant number of Hispanic family groups, as Councilman Serratos is no doubt aware, and it is highly likely that more families of similar demographics will also occupy the proposed development. Living arrangements among such groups does not follow the same trends as "white" households, especially if the household is an immigrant household. A Harvard study found that immigrant households not only tend to be larger because of children, but " due to immigrants' increased propensity to live in extended families. Immigrants are more than twice as likely (24 percent versus 11 percent) to have an extra adult relative in the household."2 Extra adults means extra vehicles. As an example, the mobile home park consists of mostly two and three bedroom homes, similar to the proposed development. A quick drive through the park will demonstrate that most of the households have at least two cars, if not four, five or even six. Even among non-Hispanic families, there are more people and more cars. As the cost of housing rises, the trend is for more people and more cars per household, not less. Take a drive around the surrounding neighborhoods and look at the number of cars parked in the streets and driveways. It is highly likely the proposed parking for the project will be grossly inadequate for the occupants alone, considering that the 600 spaces includes guest parking, leaving space for less than two cars per household. Factor in the guests, and the result will be a significant amount of traffic and congestion. The applicant's unfounded statements at the Oct. 9 hearing about future car ownership and usage decreasing based.on his anecdotal observations (in Portland!) serves to illustrate the point that applicant has not truly considered this project in its predictions and that applicant will readily make assertions with zero basis in fact to further their objectives and should not be trusted. For this reason, the City Council should reject the proposal. Mobile Homes are more susceptible to damage than homes with foundations Manufactured homes are particularly susceptible to damage. Anyone who has viewed news reports of disasters in the United States can testify to the disproportionate affects felt by manufactured housing communities. While this opinion argues that the proposed development will be a disaster for the park in general, the point being illustrated by the news is the fragility of a manufactured home itself when compared to a traditional home on a foundation. As an example, manufactured homes are more likely to suffer from vibration damage from nearby construction due to the fact that they sit on blocks and lack the solid foundation of a house. Dr. John Zeigler, a litigation expert in construction __—----------------------__ 2p. 8 The Living Arrangements of Foreign-Born Households. Joint Center for Housing Studies, Harvard University. http://www.Ochs.harvard.edu/sites/ich;.-h-arvard.edu/files/mcardle n01-3.pdf 3 of 5 9 vibration damage, has a website with a lot of useful information.3 As he states, not only can vibratory compactors used in road and parking lot construction cause problems to a traditional home, but heavy construction equipment and traffic can also be sources of vibration and damage. Homes in the park will take a double hit if Woodland Ave is widened and improved as well, as was suggested during the Oct. 9 hearing. No studies have been considered, performed, or cited by the developer examining the potential impacts that the project will have on the manufactured homes in the park. However, the developer did make allowances to the homes to the north of the proposed access road to Woodland Ave, which sought to minimize the impacts of construction on those homes. This can be seen as an acknowledgment by the applicant that the project will affect the surrounding homes. The same considerations should be given to the more fragile manufactured homes in the park. At a minimum, the home owners in the park should be given assurances by the developer that the developer will monitor for damage to homes in the park and repair any damage to the homes caused by the proposed development. Ideally, the developer will provide the same allowances to the park property as he is to the homes to the north, meaning a similar setback and the relocation of the two proposed housing structures. The homeowners in Woodburn West are being treated discriminately and inferiorly The home owners to the north of the proposed access road to Woodland Ave were granted concessions as to both the placement of the housing units of the proposed development and the care of their trees that border the project. The residents of the mobile home park, who are also homeowners, were not given the same consideration. There is not only a greater number of trees (and their roots, which was a stated concern during the hearing on Oct. 9) on park property, but two of the proposed housing units will be built near the property line with the park. An offset was granted between the road and the homes, but no such offset is planned for the park. This construction will have no less of an impact on the park homeowners than those to the north, yet the developer had no problem ignoring this and treating the two groups in a discriminate manner. It might be worth noting and carefully considering that the majority (if not all) of the home owners to the north are white while the homeowners in the park are Hispanic. This discrepant treatment of the homeowners adjoining the development is grounds for the City Council to reject the proposed development. In conclusion The main argument supporting the project put forth by counsel for the developer was this, "if you don't approve the project, it can't be built." While his argument is humorous and lacking in any true merit, he is exactly right. Without approval, the project cannot move forward. He also argued that since the developer's application technically satisfied the requirements of the city, the project must be approved. This is simply not the case. If every application that met technical requirements merited approval, why would the City Council need to vote on it? The Council is we'll within its rights to reject a proposal if it 3hftp://vibrationdamacle.com/constdam.htm 4 of 5 10 finds that there will be deleterious effects on the community, or as the Assistant City Attorney stated, if it is "in the best interest of the community" (page 24, Oct. 9 Agenda Packet). In this case, the City Council must also take into consideration the applicant's propensity to skew data, make unfounded claims, and conveniently ignore facts that do not support their arguments. The homeowners of Woodburn West Mobile Estates are being treated discriminatorily and will be adversely affected in a number of other significant ways, unlike any other group affected by the proposed development. For these reasons, the City Council should exercise its better judgment and reject the proposed development. On behalf of the residents of Woodburn West Mobile Estates, Chris Cochrane 2 Juniper Circle Woodburn, OR 97071 5 of 5 R, HO�AVE" Q EXISTING NUFACNRED - ITk^ HOME PARK j- _III ux1 Lc EXIS'TING SINGLE FAMILY RESIDENTIAL _ " °oaaaa�oxo c � � vwtt xo 111p, � �.... ,a ,.P ' — — ND D .P I — a nxxx.x� PROPOSED MULTIFAMILY RESIDENTIAL DEVELOPMENT URBAN �� ^� �: �� •� m; r{ i'� 'y` —GROWTH BOUNDARY eo EXISTING `\ `9� '§ �j s, � a R.V.PARK I �`\\ �� ° 9 \•�� \ G s�"� oa�o- K IMEW Sf—V401-111T, H fi ! g;aov< ba,oabxbba a, m,„a.„ \ aEw a FROPOSEU RV. ....... _ ... ,x oxa6 v.,o mPi xo STORAGE 1/✓I � � �� _ FACILITY ” ` �u,s�� ry SffE PLAN DAr::D 11/07/17 SITE PLAN 5 \ �Q •,,, r^orb �� WOODBURN �\ �+.�� ^�. } � I ATCHLINE-SEE SHEET C21A C2.1 OUTLETS •.� I„ II x ° 2150567.01 7 DESIGN REVIEW SUBMITTAL04/06/17 I� r DBUR,tq MEMORANDUM , sPUBLIC WORKS DEPARTMENT To: Chris Kerr, Community Development Director From: Eric Liljequist, Interim Public Works Director CC: File Date: November 8, 2017 Re: Woodland Crossing Storm Drainage Analysis The subject developer, Steve Master of MW1, LLC, hired Roger Sutherland from Cascade Water Resources, LLC to perform a Woodburn Crossing Flood Study. The flood study indicated that the existing floodway varies from approximately 100 to 180 feet in width throughout the limits of the property (with the exception of the constriction at the existing culverts at the northerly end of the property), and is located generally within the delineated wetlands, in which no construction activities are allowed. I have asked Roger Sutherland for confirmation that the future (post full construction buildout of the subject development and full upstream construction buildout) 100-year floodway is still contained within the stipulated floodway widths described in his flood study for the proposed dev. Roger responded with the following via an email from the Developer's Engineer(Mackenzie)- 1. Mackenzie):1. Based on the cursory review of the tributary land area to the studied portion of the East Senecal Creek Tributary, the 220 cfs peak flow used in the study is adequate, or potentially even conservative based upon typical cfs per square mile ratios used in other similar studies Roger has either performed or is aware of. 2. The Flood Study calculations were used to develop flood plain/way limits, which show that the limits resulting from a 220cfs peak flow actually do not even encroach beyond the delineated wetland boundaries throughout the limits of the project. This means there is additional depth/spread capacity, should a more detailed hydrological analysis of the overall tributary determine higher peak flows for the 100 year event. 3. There is ample depth for overflow over the Arney Road extension without concern of flooding to properties adjacent to this segment of the East Senecal Creek Tributary. Based on the project survey and proposed grading design, the lowest elevation of either of the abutting properties is nearly 7 feet higher than the overflow elevation at the new Arney Road extension. 11/8/2017 Page 1 of 2 . [ .:". .'�.�. ".In..I.... ...� 13 I� r DBUR,tq MEMORANDUM , I,d , PUBLIC WORKS DEPARTMENT A final full-buildout hydrological analysis will be performed by the developer's Engineer, and the resulting ultimate buildout 100-Year peak flow rates will be utilized to come up with final floodplain and floodway limits for the proposed development. A preliminary storm report was provided by the developer's civil engineering firm, Mackenzie, that includes an analysis for the required on-site detention requirements and potential water quality features. The Santa Barbara Urban Hydrograph model was the method used to calculate stormwater detention volumes. This method is an approved method for calculating detention volumes per Chapter 7, Table 7-1 of the City of Woodburn Storm Drainage Master Plan. The detention volumes presented in the storm report [103,681 CF Detention Volume for the Residential (Apartments) portion & 13,502 CF Detention Volume for the RV Storage Facility portion] appear to be in accordance with the City of Woodburn Storm Drainage Master Plan requirements. The preliminary storm report will be finalized after annexation to the City and concurrence from Marion County. 11/8/2017 Page 2 of 2 14 �'I'1�r I Iii♦ r} Y 9M& Its BU Pri,a�<;rrt rr rf aA'!R7 November 13, 2017 TO: Honorable Mayor and City Council through City Administrator THROUGH: James C. Ferraris, Chief of Police FROM: Jason Millican, Lieutenant SUBJECT: Marion County Sheriff's Office Interagency Special Weapons and Tactics (SWAT) Team Intergovernmental Agreement RECOMMENDATION: Adopt the attached resolution authorizing the City Administrator to sign a new Intergovernmental Agreement (IGA) with Marion County, through the Marion County Sherriff's Office (MCSO), to join the interagency Special Weapons and Tactics (SWAT) Team. BACKGROUND: Tactical Services Unit In 2006, the Woodburn Police Department (WPD) formed the Tactical Services Unit (TSU) in order to have officers specifically trained in low to medium risk search warrants. Soon after the team formed, the Department invited other local law enforcement agencies to join in order to increase team composition. For a brief amount of time, the team had approximately 20 members. However, due to a variety of issues such as staffing and scheduling the membership began to decline. Over time, TSU was unable to conduct tasks as originally intended largely due to staffing and time commitments, and in 2016, TSU was dissolved. DISCUSSION: In 2016, the Chief and Sheriff began discussions about members of the WPD joining the Marion County Interagency SWAT team. After completing a review regarding staffing and budget, Chief Ferraris authorized 6 positions (4 Tactical, 2 Negotiations) to join the SWAT team. Two (2) Woodburn officers have been identified for collateral assignment to the SWAT team upon execution of this IGA. Agenda Item Review: City Administrator_x_ City Attorney_x Finance_x 15 Mayor and City Council November 13, 2017 Page 2 WPD participation will likely increase to the targeted number of six (6) members as the WPD vacancies fill. Selection of members is through a process mutually agreed upon between the Chief and Sheriff or their designee. Benefits to collaborating with the MCSO as outlined in the IGA are many including: • Building and improving relationships between both law enforcement agencies • Increased, specialized training for SWAT personnel • This relationship provides a "force multiplier" to WPD's capabilities • Most importantly, the community has available the services of a professional, fully staffed, properly trained and equipped SWAT team to handle serious incidents FINANCIAL IMPACT: The financial impact is minimal and within the existing service level budget. 16 COUNCIL BILL NO. 3045 RESOLUTION NO. 2106 A RESOLUTION ENTERING INTO AN INTERGOVERNMENTAL AGREEMENT WITH MARION COUNTY REGARDING A SPECIAL WEAPONS AND TACTICS (SWAT) TEAM AND AUTHORIZING THE CITY ADMINISTRATOR TO SIGN SAID AGREEMENT WHEREAS, the City of Woodburn ("the City") and Marion County ("the County") are both local governments authorized to enter into intergovernmental agreements pursuant to ORS 190.110 to provide services and facilities; and WHEREAS, the City and the County recognize that incidents of a serious criminal nature occur which require a specially trained and equipped law enforcement response and that these incidents create demand on both the County and the City respective to each party's resources; and WHEREAS, the County previously developed, trained and equipped a police Special Weapons and Tactics (SWAT) team to respond to law enforcement situations where special tactical operations and equipment are required; and WHEREAS, the City formerly operated a Tactical Services Unit but has discontinued it so that these services can be provided in a more efficient manner; and WHEREAS, the City and the County both believe that the public is better served by combining City and County resources, through the execution of an intergovernmental agreement ("the Agreement"), to support a single SWAT team; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City enter into the Agreement affixed to this Resolution as Attachment "A." Section 2. That the City Administrator is authorized to sign the Agreement on behalf of the City. Page 1 - Council Bill No. 3045 Resolution No. 2106 17 Approved as to form: City Attorney Date Approved: Kathryn Figley, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Heather Pierson, City Recorder City of Woodburn, Oregon Page 2 - Council Bill No. 3045 Resolution No. 2106 18 Attachment A INTERGOVERNMENTAL AGREEMENT Special Weapons and Tactics (SWAT) This INTERGOVERNMENTAL AGREEMENT FOR SPECIAL WEAPONS AND TACTICS TEAM (SWAT) ("this Agreement") is made entered into by and between MARION COUNTY, a political subdivision of the State of Oregon(the"County"),the CITY OF WOODBURN,an Oregon municipal corporation, (the "City"). RECITALS A. The County and the City are local governments authorized to enter into intergovernmental agreements pursuant to ORS 190.110 to provide services and facilities. B. The County and the City recognize that incidents of a serious criminal nature occur which require a specially trained and equipped law enforcement response. These incidents create demand on both the County and the City respective to each party's resources. The parties believe these resources are economically served by entering into this Agreement. C. This Agreement is intended to allow cooperation between the parties and the most efficient use of public resources. It does not create a separate governmental entity. D. This Agreement is not intended to override individual department policies. Under no circumstances will this Agreement replace the individual department policy. AGREEMENT The parties agree as follows: 1. EFFECTIVE DATE AND DURATION. This Agreement takes effect when signed by the parties and remains in effect until December 31, 2022, unless terminated consistent with this Agreement. The parties will review this Agreement in January of even-numbered years and consider if revisions or modifications are needed. 2. PURPOSE AND FUNCTION. 2. 1 Prior to the execution of this Agreement, the County has previously developed, trained and equipped a police SWAT team to respond to law enforcement situations where special tactical operations and equipment are needed. The City formerly operated a Tactical Service Unit but has discontinued it so that these services can be provided in a more efficient manner. The purpose of this Agreement is to combine County and City resources so that the Page 1 - Intergovernmental Agreement for Special Weapons and Tactics (SWAT) 19 Attachment A public is better served. 2.2 Under this Agreement, the parties will each provide sworn and certified law enforcement officers to train with and act on call as members of the SWAT team. Except as specially limited or particularly provided in this Agreement, such officers shall be regarded as full members of the SWAT team without regard to their employer agency. Notwithstanding the foregoing, each employer agency shall remain the respective employer of the officers they provide under this agreement. 2.3 The City shall have no authority to direct, control, or supervise such officers during SWAT training or SWAT activation. 3. CITY OBLIGATIONS 3.1 The City may provide sworn law enforcement officers as candidates for the SWAT team assigned to tactical or negotiation duties. SWAT team candidates proposed by the City shall meet the same physical, experience, and psychological qualifications required by the County for SWAT team members. If the SWAT team candidates proposed by the City are found to be qualified by the County, their names shall be forwarded to the Woodburn Police Chief for assignment to SWAT duty. After the Woodburn Police Chief makes a written assignment of a City SWAT team candidate to SWAT duty, that candidate shall become a SWAT team member. 3.2 The City shall compensate its officers who are SWAT team members engaged in training and SWAT activations according to applicable pay plans and collective bargaining agreements. The County shall not be responsible for directly or indirectly compensating City SWAT team members. 3.3 The City shall provide employment benefits to its officers who are SWAT team members. The County shall not be responsible for any employment benefits for City SWAT team members. 3.4 The City shall furnish ammunition,personal gear and equipment for use of its SWAT team members, as required by the County, including, but not limited to uniforms, weapons, and ballistic vests. 3.5 The City shall make its SWAT team members available for SWAT team duty and training as scheduled by the County. Notwithstanding, the Woodburn Police Chief may remove or reassign a City SWAT team member from SWAT team duty at the Chiefs sole discretion. 4. COUNTY OBLIGATIONS 4.1 The County shall provide specialized SWAT training to all SWAT team members. Page 2 - Intergovernmental Agreement for Special Weapons and Tactics (SWAT) 20 Attachment A 4.2 The County shall direct and supervise all SWAT team members while such officers are acting in the course and scope of their SWAT assignments including training. 4.3 The County shall examine, test and screen candidates nominated by the City under the same standards as applied to County candidates. The County shall endeavor to include Woodburn Police leadership in the selection process as testing and screening evaluators. The County, in consultation with the Woodburn Police Chief, shall have the authority to decline the participation of any Woodburn SWAT team candidate, and after consultation with the Woodburn Police Chief, may remove any Woodburn officer from the SWAT team. County authority to accept, decline, or remove any Woodburn officer from the SWAT Team is at the Sheriff's sole discretion. 4.4 The parties agree that when the SWAT Team is activated and responds, the jurisdiction in which the SWAT activities take place will assume responsibility for the overall management of law enforcement activities under the Incident Command System. Notwithstanding, all tactical decisions of the SWAT Team shall be made by the SWAT Team Commander, not by the Incident Commander. 4.5 The County shall have no authority to impose discipline on SWAT team members not employed by the County. However, the County may remove a Woodburn officer from the SWAT team if the Sheriff determines,in his sole discretion,that removal is in the best interest of the SWAT Team. It is anticipated that the Sheriff will consult with the Woodburn Police Chief prior to removal of a City officer from the team. 5. JOINT OBLIGATIONS 5.1 City and County shall be responsible for providing their respective employees with Workers Compensation insurance or self-insurance as required under Oregon Law, and for providing such personal insurance benefits as are required by applicable laws, collective bargaining agreements, and internal agency administrative policies for their respective employees. 5.2 All officers assigned to the SWAT team shall be subject to the internal policies and procedures of their own respective departments with respect to use of force, personnel administration, payroll reporting, overtime eligibility, off-duty conduct, discipline, internal affairs reporting, and other like administrative matters. Notwithstanding the preceding, SWAT team members will also be responsible for compliance with SWAT protocols and reporting. 5.3 Each party shall insure or self-insure and be independently responsible for the risk of its own liability for claims within the scope of the Oregon Tort Claims Act (ORS 30.260 to 30.300). 5.4 The parties agree to comply with all federal, state, and local laws and ordinances Page 3 - Intergovernmental Agreement for Special Weapons and Tactics (SWAT) 21 Attachment A applicable to the work to be done under this Agreement. The parties agree that this Agreement shall be administered and construed under the laws of the State of Oregon. 5.5 The parties agree to comply with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations in the performance of this Agreement. 6. GENERAL PROVISIONS 6.1 Enforcement. The laws of the State of Oregon shall govern this Agreement. The venue for any action for the enforcement of this Agreement shall be in the appropriate court for Marion County, Oregon. Any judgment shall be limited to specific performance and/or injunctive relief. Neither party shall have any claim or remedy for monetary damages arising from an alleged breach of this Agreement against the other party. 6.2 Amendment of Agreement. Either parry may request an amendment of this Agreement at any time. Such request shall be in writing to the other parry and shall be responded to within sixty (60) days of receipt. 6.3 Notice. Any notice required or permitted of this Agreement shall be in writing and shall be deemed to have been sufficiently given if sent by certified mail, return receipt requested,postage and fees prepaid and addressed to the parry as stated below or such other address previously provided in writing. To the City of Woodburn: James C. Ferraris, Woodburn Police Chief 1060 Mt. Hood Ave. Woodburn, Oregon 97071 To Marion County: Jason Myers, Marion County Sheriff PO Box 14500 Salem, Oregon 97309 6.4 Captions. Captions and headings used in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Agreement. 6.5 Waiver or Breach. A waiver of any parry to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party. Page 4 - Intergovernmental Agreement for Special Weapons and Tactics (SWAT) 22 Attachment A 6.6 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, no other provision shall be affected by such holding and all of the remaining provisions of this Agreement shall continue in full force and effect. IN WITNESS THEREOF, the respective parties hereto have caused this Agreement to be signed in their behalf the day and year first above written. MARION COUNTY, OREGON CITY OF WOODBURN Jason Myers, Marion County Sheriff Scott Derickson, City Administrator Board of Commissioners Chair Commissioner Commissioner Date Approved as to form: Legal Counsel Date Contract Manager Date Page 5 - Intergovernmental Agreement for Special Weapons and Tactics (SWAT) 23 u -,49M& Item 8U a 1,d f;'! 7 November 13, 2017 TO: Honorable Mayor and City Council FROM: Jim Row, Assistant City Administrator SUBJECT: Third Amendment to Option Agreement with FHDC to Purchase and Develop City Owned Property Located at 1750 Park Ave RECOMMENDATION: Adopt the attached resolution authorizing the City Administrator to sign a Third Amendment to the Option to Acquire Real Property Agreement ("Option Agreement") with Farmworker Housing Development Corporation (FHDC) for the sale of City owned property at 1750 Park Ave. BACKGROUND: On November 9, 2015, the City Council authorized the City Administrator to enter into an Option Agreement with FHDC for the sale of City owned property at 1750 Park Ave. The terms of the Option Agreement included a purchase price of $350,000, provided the City, at its own expense, abandon the existing, unused well and remove the associated equipment. This work is estimated to cost $17,000. FHDC agreed to accept financial responsibility for the Phase II Environmental Site Analysis, environmental remediation, and removal of existing structures. Under the terms of the original Option Agreement, FHDC had until August 31 , 2016 to sign the Purchase and Sale Agreement. At FHDC's request, the Option Agreement was amended in August 2016 to extend the option expiration to April 30, 2017 to allow additional time for FHDC to secure project financing from the state. A second amendment was executed in April 2017, which extended the option expiration to November 30, 2017. DISCUSSION: While FHDC was awarded a significant amount of project financing in April 2017, they are working to close a funding gap that still exists and are requesting another extension to the Option Agreement to complete that work. Agenda Item Review: City Administrator_x City Attorney_x Finance—x- 24 Honorable Mayor and City Council November 13, 2017 Page 2 The Amendment before the City Council will extend the option expiration to February 28, 2018 and will extend the financing contingency period through April 30, 2018. The extension of the financing contingency will also help to ensure that FHDC has sufficient time to complete the federally required National Environmental Policy Act (NEPA) review process and subsequent remediation work. Pursuant to the terms of the Option Agreement, should FHDC elect not to exercise its option to purchase the subject property, the City will agree to reimburse FHDC for the cost of performing the Phase II ESA. If that occurs, the City will accept ownership of the report, which it may utilize to initiate its own environmental remediation efforts. TIMELINE OF ACTIVITIES: The following is an anticipated timeline of activities related to the purchase process. Date Activit January - February 28, FHDC to Secure Final Funding and Exercise Option 2018 Agreement January- March 2018 City to Abandon Well/ Remove Equipment January- April 2018 FHDC to Remediate Identified Environmental Hazards and Receive NEPA clearance April 30, 2018 FHDC to Release Financing Contingency May-June 2018 Close on purchase of property May-July 2018 Construction Begins FINANCIAL IMPACT: The net proceeds from the sale of the subject property pursuant to the terms offered by FHDC will be $350,000. The City will incur approximately $17,000 in expenses to abandon the well and remove the equipment. 25 COUNCIL BILL NO. 3046 RESOLUTION NO. 2107 A RESOLUTION TO EXTEND THE OPTION PERIOD TO ACQUIRE REAL PROPERTY FOR THE FARMWORKER HOUSING DEVELOPMENT CORPORATION (FHDC) AND AUTHORIZING THE CITY ADMINISTRATOR TO SIGN AN AMENDMENT TO THE CURRENT OPTION CONTRACT WITH FHDC WHEREAS, on October 26, 2015, the City Council received an offer from FHDC to purchase City-owned surplus real property located at 1750 Park Ave. (the "Property"); and WHEREAS, on November 9, 2015, the City Council voted and unanimously passed Council Bill No. 2991 , to sell the Property to FHDC and allow the City Administrator to sign an option to acquire real property with FHDC; and WHEREAS, on November 10, 2015, the City and FHDC entered into an Option to Acquire Real Property Agreement ("Option Agreement"), whereby granting FHDC the exclusive option to acquire the Property upon the terms and conditions set forth in the Purchase Agreement; and WHEREAS, on August 17, 2016, the City and FHDC entered into a First Amendment to the Option Agreement, thereby extending the option expiration to April 30, 2017 and the financing contingency to July 31, 2017; and WHEREAS, on April 24, 2017, the City and FHDC entered into a Second Amendment to the Option Agreement, thereby extending the option expiration to November 30, 2017 and the financing contingency to December 31, 2017; and WHEREAS, since entering into the Option Agreement, FHDC has conducted a preliminary environmental review of the Property and was awarded the majority of the funding required to develop the Property; and WHEREAS, due to the fact that the federally required National Environmental Policy Act (NEPA) review process is not yet completed and also because additional funding is required for the project, FHDC requests additional time beyond that provided in the Second Amendment to the Option Agreement; and WEHREAS, the City Council finds it still in the best interest of the City to maintain the Option Agreement with FHDC and allow FHDC the necessary Page 1 -COUNCIL BILL NO. 3046 RESOLUTION NO. 2107 26 additional time it needs to complete the NEPA review process and secure additional funding; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into the Third Amendment to Option to Acquire Real Property, a copy of which is affixed hereto as Attachment "A" and by this reference incorporated herein, with FHDC for the sale of City owned surplus real property located at 1750 Park Ave. Section 2. That the City Administrator is authorized to sign said amendment on behalf of the City. Approved as to form: City Attorney Date Approved: Kathryn Figley, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Heather Pierson, City Recorder City of Woodburn, Oregon Page 2-COUNCIL BILL NO. 3046 RESOLUTION NO. 2107 27 Attachment A Page 1 of 23 Third Amendment to Option to Acquire Real Property THIS Third Amendment to Option to Acquire Real Property ("Third Amendment") is made and entered into as of this day of ,2017,by and between the City of Woodburn, an Oregon municipal corporation (the "City") and the Farmworker Housing Development Corporation, an Oregon nonprofit corporation ("FHDC"). WHEREAS, the City and FHDC previously entered into that certain Option to Acquire Real Property dated November 10, 2015 ("Option Agreement"), whereby the City granted FHDC the exclusive option to acquire Property upon the terms and conditions set forth in the Purchase Agreement (attached as Exhibit A); and WHEREAS, the City and FHDC subsequently entered into that certain First Amendment to the Option Agreement on August 17, 2016,whereby the City and FHDC amended the Option Agreement to extend the Option Term to April 30, 2017, and allow additional time for FHDC to secure project financing under the attached Purchase Agreement; and WHEREAS, the City and FHDC subsequently entered into that certain Second Amendment to the Option Agreement on April 24, 2017, whereby the City and FHDC amended the Option Agreement to extend the Option Term to November 30, 2017, and allow additional time for FHDC to complete the environmental review and secure project financing under the attached Purchase Agreement; and WHEREAS, the City and FHDC desire to amend the amended Option Agreement to further extend the end of the Option Term to February 28, 2018, and the Financing Contingency Period (as defined in the attached Purchase Agreement) to April 30, 2018; and WHEREAS, all terms not otherwise defined herein shall have the meaning assigned to them in the amended Option Agreement; and NOW, THEREFORE, the parties agree to amend the amended Option Agreement as follows: THIRD AMENDMENT 1. The first sentence of Section 2 of the amended Option Agreement is hereby deleted in its entirety and replaced with the following: FHDC may exercise its option hereunder by executing and delivering to the City on or before 5:00pm, February 28, 2018, the amended Purchase Agreement. 2. The first sentence of Section 7.a. (previously cited as 6.a.in the first and second amended option) of the amended Purchase Agreement, attached as Exhibit B to the amended Option Agreement,is hereby deleted in its entirety and replaced with the following: THIRD AMENDMENT FHDC OPTION TO ACQUIRE REAL PROPERTY Page 1 of 3 28 Attachment A Page 2 of 23 Purchaser shall have until April 30, 2018 (the "Financing Contingency Period") to secure financing commitments satisfactory to Purchaser in its sole and absolute discretion (the "Financing Contingency"). 3. Except as amended by this Third Amendment, all other terms and conditions of the amended Option Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and date first referenced above. The City of Woodburn, Oregon an Oregon municipal corporation Date By Its STATE OF OREGON ) ss. COUNTY OF MARION ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of City of Woodburn to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: (Print Name) Notary Public My appointment expires: THIRD AMENDMENT FHDC OPTION TO ACQUIRE REAL PROPERTY Page 2 of 3 29 Attachment A Page 3 of 23 Signature Page to Third Amendment Farmworker Housing Development Corporation an Oregon nonprofit corporation Date By Its STATE OF OREGON ) ss. COUNTY OF MARION ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of the Farmworker Housing Development Corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: (Print Name) Notary Public My appointment expires: THIRD AMENDMENT FHDC OPTION TO ACQUIRE REAL PROPERTY Page 3 of 3 30 Attachment A Page 4 of 23 Exhibit A Option to Acquire Real Property This Option to Acquire Real Property ("Option Agreement") is made and entered into effective the _Lo 41day of A,,vee•%b0.- 2015 ("Effective Date") by and between. the City of Woodburn, Oregon, an Oregon municipal corporation (the "City") and the Farmworker Housing Development Corporation an Oregon nonprofit corporation, or assigns ("FHDC"). Whereas, the City of certain real property located in Woodburn Oregon and legally described in Exhibit A hereto, (the "Property"); and Whereas, FHDC is a nonprofit corporation whose purposes include the ownership, development and operation of housing to serve low income individuals and households; and Whereas, FHDC desires to develop the Property into approximately 44 units of housing to serve low income individuals and households; and Whereas, FHDC intends to use a variety of funding sources to develop the Property, including the utilization of Low Income Housing Tax Credits and other public fiends; and Whereas, to facilitate its application for such financing, it is necessary for FHDC to have this Option Agreement and access to the Property during the Option Term (defined below); NOW, THEREFORE, in consideration of the payment to the City of the sum of Ten Dollars ($10), receipt of which is hereby acknowledged, and such other valuable consideration as the City shall obtain from the proposed development of the Property as low income housing, the City and FHDC agree as follows: 1. The City hereby grants FHDC or its assigns (as set forth in paragraph 6 below), the exclusive option to acquire the Property upon the terms and conditions set forth in the Purchase and Sale Agreement attached as Exhibit S hereto (the "Purchase Agreement"). 2. FHDC may exercise its option hereunder by executing and delivering to the City on or before 5:00 pm, August 31, 2016, the Purchase Agreement. The period of time between the Effective Date and FHDC's exercise of the Option is referred to herein as the "Option Term". 3. During the Option Term, and subject to the requirements of Section 4, below, FHDC may enter and conduct the following activities upon the Property: a. Inspections and investigations including but are not limited to a Phase 11 environmental assessment, verification of compliance of the Property with FHDC Option 31 Attachment A Page 5 of 23 Exhibit A applicable zoning, building, health and safety laws, regulations and codes, review of agreements affecting the Property, hazardous waste and environmental testing and all necessary, surveys, soils examinations, engineering tests and any other inspections or investigations of the Property. FHDC shall provide the City with a minimum of forty-eight (48) hours' advance written notice before entering the Property for any purpose other than to conduct any invasive inspection, test or examination, or Physical Testing, as defined below. FHDC's contractors may conduct invasive physical testing, drilling, boring, sampling and removal of, on or through the surface of the Property (or any part or portion thereof) including, without limitation, ground borings (collectively, "Physical Testing"). b. FHDC and its contractors, inspectors and agents will promptly restore any damage caused by any inspections, investigations or tests conducted pursuant to this Option Agreement. FHDC and its agents and contractors may access the Property during the Option Term for the purpose of inspecting the same. FHDC shall be responsible for the conduct of its employees, agents and contractors and shall indemnify, defend and hold the City harmless from any losses, injuries, damages, claims or expenses, including reasonable attorney's fees and costs, due to the conduct of FHDC or its employees, agents or contractors or that are due to any inspections, investigations or testing conducted pursuant to this Option Agreement. FHDC's restoration and indemnity obligations under this Section 3. B. will survive the termination of this Option Agreement. 4. Prior to initiating any work associated with its Phase II environmental assessment of the Property ("Phase II"), FHDC shall deliver to the City for City's review and approval a proposed scope of work including, without limitation, cost estimates for the work. The City's approval shall not be unreasonably withheld, conditioned or delayed. Upon completion of the Phase II, FHDC shall provide a copy of the report to the City without any representation or warranty of any nature whatsoever regarding the truth, accuracy or completeness of the Phase Il. In the event FHDC does not exercise the Option or otherwise terminates this Option Agreement for any reason, FHDC shall be entitled to reimbursement from City for the costs of the Phase II. 5. During the Option Term, the City shall not in any way transfer, assign, convey or otherwise encumber its interest in the Property and FHDC shall have the exclusive right to acquire the Property. FHDC, in its sole and absolute discretion, may record a Memorandum of Option in the records of Marion County to provide notice of this Option Agreement. 6. FHDC may assign its interests under this Option Agreement to a limited partnership in which FHDC or an affiliate is a general partner upon written approval of the City, which approval shall not be unreasonably withheld, conditioned or delayed. [signatures on following pages] FHDC Option 32 Attachment A Page 6 of 23 Exhibit A Signature Page Option to Acquire.Peal.Property, The City of Woodburn, Oregon an Oregon municipal co oration By Date ° Its . STATE OF OREGON ss. COUNT? OF MARION certify that I know or have satisfactory evidence that is the person. who appeared before me and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and. acknowledged it as thcL4.4 City of Woodburn to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: OFF-0AL SEAL Iz KIMBERLY LOUISE VEL 7 0; 7: NOTARY PUBLIC OREGot4 (print Name} COMMISSION NO. 474322 i .. Notary I'u lic �,lv cor'�I�Isslcn�l FxPlacs c[DECEMBER10,27�. My appointment expires:. FHDC Option 33 Attachment A Page 7 of 23 Exhibit A Signature Page Option to Acquire Real Property Farmworker Housing Development Corporation an Oregon nonprofit corporation By� Date STATE OF OREGON ) } ss. COUNTY OF MARION } I certify that I know or have satisfactory evidence that "lnk is the person who appeared before me and said person acknowledged that he/she sign6d this instrument, on oath stated that he/s e was authorized to execute the instrument and acknowledged it as the of the Farmworker Housing Development Corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: J1 iy-I cj-a.+ r 7!?S' (Print Name) Notary Public My appointment expires: * OFFiCfAL S EAL ENRfOUE SANTOS NOTARY PUBLIC • OREGON s COMMISSION NQ, 476466 MY COMMISSION EXPIRES MARCH 16,2017 FHDC Option 34 Attachment A Page 8 of 23 Exhibit A Exhibit A Legal Description of Property Beginning at the Northwest corner of that certain tract of land from Albert Lenners and Anna Lenners to the City of Woodburn, recorded August 28, 1956, in Vol. 491 and Page 549 of the Deed Records of Marion County, Oregon, which said corner is in the center of Park Avenue in Woodburn., Marion. County, Oregon and thence running in an Easterly direction along the Northerly boundary of said Lenner's tract 435.60'; thence Northerly and parallel to the center line of Parr Avenue 360'; thence Westerly and parallel to the Northerly line of the Lenners land heretofore referred to, 435.64' to the center of Park Avenue; thence Southerly 360' along the center line of said Park Avenue to the place of beginning. EXCEPTING THEREFROM a strip of land 60 feet wide parallel to the southerly border thereof and extending 435.60 feet Easterly from the center line of Park Avenue to be used for street purposes at such time as there is a continuing street open to the East thereof. FHDC option 35 Attachment A Page 9 of 23 Exhibit A Exhibit S Form of Purchase and Sale Agreement [see attached] FHDC option 36 Attachment A Page 10 of 23 Exhibit B Exhibit A PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into by and between CITY OF WOODBURN, OREGON, an Oregon municipal corporation ("Seller"), and FARMWORKER HOUSING DEVELOPMENT CORPORATION, an Oregon nonprofit corporation, and its assigns ("Purchaser"). WHEREAS, Seller owns certain real property located at 1750 Park Avenue, and legally described on Exhibit A, attached hereto and incorporated herein by reference(the "Property"); WHEREAS, Purchaser desires to acquire the Property for the ownership, development and operation of housing to serve low income individuals and households ("Project"); WHEREAS, Seller desires to sell the Property to Purchaser upon the terms and conditions set forth herein; WHEREAS, the effective date of this Agreement will be the date upon which the last of the parties hereto has executed this Agreement (the "Effective Date"), as evidenced by the dates next to the parties' signatures below. NOW, THEREFORE, in consideration of the mutual covenants and agreements of Seller and Purchaser (collectively, the "Parties"), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows: 1. Recitals. The foregoing recitals are true and correct. 2. Purchase Price. The purchase price for the Property is Three Hundred Fifty Thousand Dollars and No/100ths Dollars ($350,000.00) (the "Purchase Price"). The Purchase Price shall be payable in full at the Closing by wire transfer or certified or cashier's check. 3. Site Preparation. a) Upon waiver or satisfaction of the Financing Contingency (defined below), Purchaser shall retain the parties necessary to and shall commence environmental remediation, including remediation of the soils and any hazardous materials on site; as well as demolition of all buildings on the site, but not to include decommissioning of the existing well ("Site Preparation"), which shall be Seller's responsibility pursuant to subsection 3(b) below. For purposes of this Agreement, "Site Preparation Costs" shall be defined to mean all direct and indirect costs of Site Preparation, including the costs for permitting and other regulatory approvals related to the Site Preparation. b) Upon Purchaser's waiver or satisfaction of the Financing Contingency, Seller shall undertake, at its cost and expense, the decommissioning of the existing groundwater well on the Property and the removal of all well- related equipment, excluding the building housing the well and equipment. 1 FHDC-WOODBURN PURCHASE AGREEMENT 34 Attachment A Page 11 of 23 Exhibit A c) Seller shall retain sole ownership of all well-related equipment removed. Seller's work under this subsection shall be initiated during or prior to Purchaser's Site Preparation at a time mutually agreed upon by the Parties, but in no event prior to satisfaction of Purchaser's Financing Contingency. d) Upon Purchaser's waiver or satisfaction of the Financing Contingency, Purchaser shall be responsible for the payment of all Site Preparation Costs, regardless of whether Purchaser terminates this Agreement for any reason (other than a default by Seller), incurred up to and including the date of termination. Upon such termination, FHDC shall ensure the site is restored to an equivalent or better condition than existed prior to Purchaser's entry and pay all costs associated with ensuring that condition. d) Purchaser shall have access to the Property as set forth in Section 7(b) below with respect to the Site Preparation activities identified herein. 4. Water Rights. No water rights are sold, conveyed, or transferred under this Agreement. 5. Doosit. Purchaser will, within five (5) days of the mutual execution of this Agreement, deposit with the Title Company, to be held in escrow, a Deposit in the amount of One Hundred and No/100ths Dollars ($100.00). The Deposit will be fully refundable to Purchaser unless and until the Site Inspection Contingency is satisfied or waived, at which time the Deposit will become nonrefundable except in the event of Seller default. The Title Company will apply the Deposit to the Purchase Price at Closing. 6. Closing. The consummation of the purchase and sale of the Property (the "Closing") will take place on the date that is 90 days following the date Purchaser releases or waives its Site Preparation Contingency or on an earlier date that is mutually acceptable to the Parties. The term "Closing Date" means the date of Closing. The Closing will be conducted through escrow with the Title Company (it being the intention of the Parties that all closing documentation and funds will be delivered to the Title Company). 7. Contingencies. a. Financing Contingency. Purchaser shall have until March 1, 2017 (the "Financing Contingency Period") to secure financing commitments satisfactory to Purchaser in its sole and absolute discretion (the "Financing Contingency"). If Purchaser fails to notify Seller that this condition is satisfied or waived at or before 5:00 p.m. of the last day of the Financing Contingency Period, then this Agreement shall terminate. If this Agreement is terminated pursuant to this subsection, both Seller and Purchaser shall be released and discharged from all further obligations under this Agreement, the Deposit will be immediately refunded to Purchaser, and the Parties will have no further liability or responsibility to each other, except for the provisions of this Agreement that expressly survive termination. 2 FHDC-WOODBURN PURCHASE AGREEMENT 38 Attachment A Page 12 of 23 Exhibit A b. Site Preparation Contingency. Purchaser shall have 90 days from and after the satisfaction or waiver of the Financing Contingency to complete Site Preparation (the "Site Preparation Contingency"). Purchaser, its agents and contractors, shall have the right to conduct any and all necessary inspections, investigations, equipment staging and work on the Property pursuant to the terms of this Section 7.b for purposes of conducting the Site Preparation as set forth in Section 3 above. In addition to the Site Preparation itself, such inspections and investigations may include but are not limited to verification of compliance of the Property with applicable zoning, building, health and safety laws, regulations and codes, review of agreements affecting the Property, hazardous waste and environmental testing and all necessary, surveys, soils examinations, engineering tests and any other inspections or investigations of the Property. Purchaser shall provide Seller with a minimum of forty-eight (48) hours' advance written notice before entering the Property for any purpose other than to conduct the Site Preparation, any invasive inspection, test or examination, or Physical Testing, as defined below. In addition to the Site Preparation itself, Purchaser's contractors may conduct invasive physical testing, drilling, boring, sampling and removal of, on or through the surface of the Property (or any part or portion thereof) including, without limitation, ground borings (collectively, "Physical Testing"). Purchaser shall be responsible for the conduct of its employees, agents and contractors and shall indemnify, defend and hold the Seller harmless from any losses, injuries, damages, claims or expenses, including reasonable attorney's fees and costs, due to the conduct of Purchaser or its employees, agents or contractors or that are due to any inspections, investigations or testing conducted pursuant to this Agreement. Purchaser's restoration and indemnity obligations under this Section 7.b will survive the termination of this Agreement. Once commenced, Site Preparation Costs will be at the sole expense of the Purchaser. Unless sooner terminated by Purchaser, if Purchaser does not satisfy or waive this Site Preparation Contingency within 90 days of release or waiver of the Financing Contingency or completion of Seller's work in decommissioning the groundwater well, whichever is later, this Agreement shall terminate and the Deposit shall be returned to Purchaser. 8. Seller's Transfer of Property. During the term of this Agreement, Seller will not transfer, assign, convey or otherwise encumber the Property or any interest therein without the prior written consent of Purchaser, which may be given, withheld or conditioned in Purchaser's sole and absolute discretion ("Transfer"). This Agreement will survive any Transfer and be binding upon Seller's transferees, successors, and assigns. 9. Title. a. Title Review. i. Preliminary Commitment. Within ten (10) days following the 3 FHDC-WOODBURN PURCHASE AGREEMENT 30 Attachment A Page 13 of 23 Exhibit A Effective Date, Seller will cause the Title Company to issue to Purchaser, at Seller's cost and expense a preliminary commitment (the "Preliminary Commitment") for the Title Policy referred to in Paragraph 9.b. showing the status of title of the Property, showing all exceptions and conditions, if any, affecting the Property which would appear in the Title Policy, and committing the Title Company to issue such a Title Policy to Purchaser. The Seller will also cause Title Company to concurrently deliver to Purchaser complete and legible copies of all instruments referred to in the Preliminary Commitment as conditions or exceptions to the title. Seller hereby authorizes and directs the Title Company to furnish to Purchaser the foregoing items. ii. Purchaser's Review. Purchaser shall have ten (10) days after receipt of the Preliminary Commitment and exception documents to notify Seller, in writing, of its approval and disapproval of each exception shown in the Preliminary Commitment. Purchaser's failure to notify Seller that it has disapproved a particular exception shall constitute Purchaser's approval of that exception. Any exception that Purchaser has approved shall become a "Permitted Exception". Notwithstanding the foregoing, Permitted Exceptions shall not include and Seller shall be required to remove "Monetary Encumbrances", which shall be defined to mean (x) any monetary liens, including, without limitation, the liens of any deeds of trust or other loan documents secured by the Property, other than in connection with Purchaser's financing, or(y) any mechanics' liens arising out of actions of Seller, expressly excluding mechanics' liens arising out of the actions of Purchaser or its agents. iii. Seller's Response. Seller shall have ten (10) days after receipt of Purchaser's notice to notify Purchaser, in writing, of its agreement to cure or remove any of the disapproved exceptions. Seller's failure to notify Purchaser that it will cure or remove a particular exception shall constitute Seller's refusal to cure or remove that exception. Seller shall remove or cure by Closing the exceptions it has agreed to remove or cure and the Monetary Encumbrances. iv. Purchaser's Rights. _IfIf Seller does not agree to cure or remove all exceptions disapproved by Purchaser, Purchaser shall have ten (10) days from Purchaser's receipt of Seller's notice of the same or, if Seller has not provided such notice, then within ten (10) days of the deadline to provide it under Section 9.a.(iii) to notify Seller, in writing, whether it will in its sole discretion, waive such objections and close the transaction or terminate this Agreement. Purchaser's failure to give such notice shall constitute Purchaser's election to waive its objections and close the transaction. In that event, the disapproved exceptions shall become Permitted Exceptions. If Purchaser elects to terminate 4 FHDC-WOODBURN PURCHASE AGREEMENT go Attachment A Page 14 of 23 Exhibit A this Agreement, Seller shall pay any cancellation fee or other cost of the Title Company, and this Agreement shall terminate and all rights and obligations of the parties shall terminate. v. Updated Title Matters. The foregoing notice and response procedures shall be repeated for any title exceptions first appearing after Purchaser's receipt of the initial Preliminary Commitment, except that if the time period for delivery of any notice extends beyond the Closing Date, such notice and all subsequent notices shall be delivered on or before the Closing Date. b. Title Policy. i. Delivery of Policy. At Closing, Seller will, at its sole cost and expense, cause the Title Company to issue to Purchaser an ALTA extended coverage owner's policy of title insurance, in the amount of the Purchase Price, insuring Purchaser against loss or damage arising from defects in title to the Property other than the Permitted Exceptions (the "Title Policy"). The policy shall contain such endorsements as shall be reasonably requested by Purchaser or its lender. If a survey is required in order to obtain the extended owner's coverage, Purchaser will pay for the survey and also pay for the cost of any endorsements requested by Purchaser. ii. Failure to Deliver Policy. If, at Closing, the Title Company will not insure the title as provided above, Purchaser may either proceed to close despite the lack of required insurance or terminate this Agreement. If Purchaser terminates this Agreement, Seller shall pay any cancellation fee of the Title Company, and this Agreement shall terminate and all rights and obligations of the parties shall terminate. 10. URA. The Parties acknowledge and agree that (1) Purchaser does not have the power of eminent domain and, therefore, will not acquire the Property if negotiations fail to result in an amicable and voluntary agreement, and (2) the estimated fair market value of the Property is the Purchase Price. 11. Seller's Obligations. Seller shall make all principal and interest payments due under, and comply with each and every covenant and obligation imposed upon the owner of the Property by promissory notes, mortgages, deeds of trust, ground or other leases and any other agreements affecting the Property, or secured by an interest in the Property or any part thereof, and will take any and all action as may be necessary to avoid any default under such agreements. 12. Warranties. a. Seller's Representations and Warranties. For the purposes of inducing Purchaser to consummate the transactions contemplated hereby. Seller 5 FHDC-WOODBURN PURCHASE AGREEMENT as Attachment A Page 15 of 23 Exhibit A represents and warrants to Purchaser, as of the Effective Date and, except as otherwise set forth herein, as of the Closing Date, that to the best of Seller's knowledge and belief, the following are true: i. Seller has full power, authority and legal right to execute, deliver and perform this Agreement, and all other documents and certificates contemplated hereby; the Seller has duly authorized the execution, delivery and performance thereof, and has authorized the person executing this Agreement to do so; ii. This Agreement constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms; iii. There are no actions, suits, proceedings, orders or investigations pending or, to the best of Seller's knowledge, threatened against or affecting Seller which might adversely affect Seller's performance under this Agreement or the consummation of the transactions contemplated hereby; iv. Except as expressly provided herein, there is not pending or, to the best of Seller's knowledge, threatened (i) condemnation or similar proceedings with respect to the Property or any part thereof, (ii)public improvements in, about or outside the Property which might result in the imposition of any assessment, lien or charge against Seller, the Property or any owner of the Property, or (iii) legal action of any kind or nature, affecting the Property, which would enjoin or restrict the right of Seller to consummate the transactions contemplated hereby. v. None of the following has occurred with respect to the Property or Seller: (i) appointment of a receiver, liquidator, or trustee for the real estate; (ii) institution of any proceeding for dissolution or liquidation; (iii) filing or any petition for bankruptcy, or action toward reorganization; (iv)pending foreclosure or forfeiture action. vi. All taxes and assessments and other governmental or quasi- governmental levies of any kind which are due for payment prior to the Effective Date, the non-payment of which would in any way affect the property or any part thereof, or the Purchaser's title thereto or in any way impose any liability on the Purchaser, have been paid, or shall be paid by Seller, prior to or at the time of Closing, together with all interest and penalties thereon. vii. The Property is not affected by any special assessment, whether or not a lien thereon, which has not or will not be paid in full by Seller prior to the Closing Date, nor does Seller know of any pending or contemplated assessments or similar charges which will affect the 6 FHDC-WOODBURN PURCHASE AGREEMENT go Attachment A Page 16 of 23 Exhibit A Property; and b. Purchaser's Representations and Warranties. For the purposes of inducing Seller to consummate the transactions contemplated hereby Purchaser represents and warrants to Seller, as of the Effective Date and, except as otherwise set forth herein, as of the Closing Date, as follows: i. Purchaser has full power, authority and legal right to execute, deliver and perform this Agreement, and all other documents and certificates contemplated hereby; the Purchaser has duly authorized the execution, delivery and performance thereof, and has authorized the person executing this Agreement to do so; ii. This Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms; iii. There are no actions, suits, proceedings, orders or investigations pending or, to the best of Purchaser's knowledge, threatened against or affecting Purchaser which might adversely affect Purchaser's performance under this Agreement or the consummation of the transactions contemplated hereby. c. Survival. The representations and warranties in this section shall survive Closing for a period of twelve(12) months. 13. Closing. a. Seller's Closing Obligations. At the Closing, Seller shall: i. Execute, acknowledge and deliver (x) a [Statutory Warranty Deed] to the Property subject only to the Permitted Exceptions and (y) such other agreements, documents and instruments as may be necessary to transfer, convey and assign the Property to Purchaser; ii. Deliver to Purchaser,pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, a non-foreign affidavit, stating that Seller is not a foreign person and providing Seller's United States taxpayer identification number; and iii. Deliver to Purchaser such other instruments or documents as may be required pursuant to the provisions hereof or as mutually agreed by counsel for Seller and Purchaser to be necessary to fully consummate the transaction contemplated hereby. b. Purchaser's Closing Obligations. At the Closing, Purchaser shall: 7 FHDC-WOODBURN PURCHASE AGREEMENT 40 Attachment A Page 17 of 23 Exhibit A i. Deliver to Seller cash or immediately available funds the remainder of the Purchase Price following application of the Deposit; and ii. Deliver to Seller such other instruments or documents as may be required pursuant to the terms hereof or mutually agreed by counsel for Seller and Purchaser to be necessary to fully consummate the transaction contemplated hereby. c. Allocation of Closing Expenses. The cost of closing the transaction shall be allocated between Seller and Purchaser as follows: i. Seller shall pay: 1. The premium for the ALTA owner's extended coverage vacant land Title Policy required by Paragraph 9.b.; 2. One-half of the escrow fees of the Title Company; and 3. The real estate excise tax and any other taxes and charges with respect to the transaction. ii. Purchaser shall pay: 1. One-half of the escrow fees of the Title Company; 2. The cost of the Title Policy that exceeds the cost of the ALTA owner's extended coverage, including the costs of survey if required by the Title Company; and 3. The cost of recording the statutory warranty deed and any other documents that Purchaser may choose to record. iii. All other expenses incurred by Seller or Purchaser with respect to Closing, including but not limited to attorneys' fees, shall be borne and paid exclusively by the party incurring the same unless the parties hereto expressly agree in writing to the allocation of part or all of such expenses to one of the parties. d. Proration. The following items shall be adjusted or prorated between Seller and Purchaser at the Closing, as of the Closing Date: i. Ad valorem, property and/or similar taxes (excluding assessments) for the then current tax year relating to the Property shall be prorated; and ii. All unpaid assessments, if any, existing as of the Closing Date, due 8 FHDC-WOODBURN PURCHASE AGREEMENT 44 Attachment A Page 18 of 23 Exhibit A and payable before or after such date and applicable to the period of Seller's ownership of the Property, shall be paid by Seller in cash at the Closing to the assessing entity. e. Right to Possession. At the Closing and as a condition thereto, Purchaser shall have full and unrestricted right to possession of the Property subject only to the Permitted Exceptions. f. Risk of Loss. Risk of loss or damage to the Property by condemnation, eminent domain, or similar proceedings (or deed in lieu thereof), or by fire or any other casualty, from the Effective Date through Closing will be on Seller and thereafter will be on Purchaser. Seller will immediately notify Purchaser in writing of any such loss. Purchaser shall notify Seller, in writing, within fifteen (15) days of Purchaser's receipt of Seller's notice whether Purchaser shall proceed to Closing. Purchaser's failure to notify Seller that it will proceed to Closing shall constitute notice of disapproval of the loss. If Purchaser disapproves this loss, Seller shall pay any cancellation fee or other cost of the Title Company, and this Agreement shall terminate and all rights and obligations of the parties shall terminate. 14. Assignment. Purchaser may assign its rights and obligations under this Agreement subject to Seller approval which will not be unreasonably withheld. Purchaser must notify and request approval by Seller of any such assignment within a reasonable time prior to the Closing and the assignee will for all purposes be regarded as Purchaser under this Agreement. 15. Termination and Remedies. a. Default by Seller. i. Seller's Defaults. Seller shall be deemed to be in default hereunder in the event Seller fails, for a reason other than Purchaser's default hereunder, to meet, comply with, or perform any covenant, agreement or obligation on its part required within the time limits and in the manner required in this Agreement,. ii. Purchaser's Remedies. Unless otherwise specified herein, in the event of default by Seller, Purchaser may elect to (a) terminate this Agreement and receive a return of the Deposit; (b) and obtain reimbursement for all costs paid by Purchaser under Section 2 above, (b) bring suit for its damages, or (c) seek specific performance of this Agreement. b. Default by Purchaser. 9 FHDC-WOODBURN PURCHASE AGREEMENT 4S Attachment A Page 19 of 23 Exhibit A i. Purchaser's Defaults. Unless otherwise specified herein, Purchaser shall be in default hereunder in the event Purchaser fails, for a reason other than Seller's default hereunder, to meet, comply with, or perform any covenant, agreement or obligation on its part required within the time limits and in the manner required in this Agreement, or there shall have occurred a breach of any representation or warranty made by Purchaser. ii. Seller's Remedies. In the event of a material default by Purchaser hereunder Seller's sole and exclusive remedy shall be to receive from purchaser the Deposit, it being agreed between Purchaser and Seller that the Deposit shall be liquidated damages for a default of Purchaser hereunder because of the difficulty, inconvenience and uncertainty of ascertaining actual damages for such default. Receipt of the Deposit shall constitute a waiver of any other remedies Seller may have under this Agreement, at law or at equity. c. Attorneys' Fees. Should either party bring an action to enforce or interpret any of the provisions of this Agreement, or to recover damages for the breach hereof, the prevailing party will be entitled to receive, in addition to any other relief granted, all reasonable attorney's fees and costs expended in connection therewith. 16. Brokerage Commissions. Any brokerage commissions due out of the transactions contemplated herein shall be the sole responsibility of the Seller. Upon closing Seller shall pay any commission due and payable from escrow proceeds. Otherwise, each party agrees to indemnify and hold the other harmless from any commission or claim thereof hereafter made against the other on account of any other broker or finder which the indemnifying party has engaged in connection with the transaction contemplated herein. 17. Entire Agreement. This Agreement sets forth the entire understanding between the Parties with respect to the transactions contemplated herein and supersedes all prior or contemporaneous agreements, oral or written. Neither this Agreement nor any provision hereof may be waived or amended except by an instrument in writing signed by both Parties. 18. Time of the Essence. Time is of the essence in the performance of this Agreement. 19. Survival after Closing. The terms and provisions of this Agreement will survive Closing and will remain in full force and effect thereafter. 20. Interpretation. Words of any gender used in this Agreement will be held and construed to include any other gender, and words of a singular number will be held to include the plural, and vice versa, unless the context requires otherwise. 10 FHDC-WOODBURN PURCHASE AGREEMENT 46 Attachment A Page 20 of 23 Exhibit A 21. Captions. The captions used in this Agreement are for convenience only and will not be deemed to construe or to limit the meaning of the language of this Agreement. 22. Binding Effect.ffect. This Agreement will be binding upon and inure to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns. 23. Notices. All notices to either Party must be in writing and either delivered (i) in person, (ii) by United States certified mail, postage prepaid, (iii) by courier service, postage prepaid, or (iv) by facsimile transmission or electronic mail (email) with confirmed receipt or other evidence of transmission, and sent to the address (or facsimile number) of such Party as set forth below, or such other address (or facsimile number) as either Party may from time to time designate by written notice to the other. If to Purchaser: Roberto Jimenez, Executive Director Farmworker Housing Development Corporation 1274 Fifth St, Suite 1-A Woodburn, OR 97071 If to Seller: City Recorder 270 Montgomery Street Woodburn, OR 97071 All notices will be deemed given on the date such notice is delivered (or if refused, the date of such refusal) or transmitted by telephone facsimile or email, or on the third business day following the date such notice is mailed in accordance with this section, whichever is applicable. 24. Severability. If one or more of the provisions of this Agreement or any application thereof will be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or any other application thereof will in no way be affected or impaired. 25. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon. Venue of any action hereunder will be in Marion County, Oregon. 26. Calculation of Time. In the event that the date upon which any time period ends or any duty or obligation hereunder is to be performed will occur upon a Saturday, Sunday, national banking holiday or State of Washington holiday, then, in such event, the time period or the due date for such performance will be automatically extended to the next succeeding day that is not a Saturday, Sunday, national banking holiday or State of Washington holiday. Except for express reference to "business" days, all time periods will be deemed to be calendar days. [Signatures on Following Pages] 11 FHDC-WOODBURN PURCHASE AGREEMENT 44 Attachment A Page 21 of 23 Exhibit A The parties have entered into this Purchase Agreement on the date first written above. SELLER: The City of Woodburn, Oregon an Oregon municipal corporation By Date Its STATE OF OREGON ) ss. COUNTY OF MARION ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of City of Woodburn to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: (Print Name) Notary Public My appointment expires: 12 FHDC-WOODBURN PURCHASE AGREEMENT 48 Attachment A Page 22 of 23 Exhibit A PURCHASER: Farmworker Housing Development Corporation an Oregon nonprofit corporation By Date Its STATE OF OREGON ) ss. COUNTY OF MARION ) I certify that I know or have satisfactory evidence that is the person who appeared before me and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of the Farmworker Housing Development Corporation to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: (Print Name) Notary Public My appointment expires: 13 FHDC-WOODBURN PURCHASE AGREEMENT 40 Attachment A Page 23 of 23 Exhibit A EXHIBIT A Legal Description Beginning at the Northwest corner of that certain tract of land from Albert Lenners and Anna Lenners to the City of Woodburn, recorded August 28, 1956, in Vol. 491 and Page 549 of the Deed Records of Marion County, Oregon, which said corner is in the center of Park Avenue in Woodburn, Marion County, Oregon and thence running in an Easterly direction along the Northerly boundary of said Lenner's tract 435.60'; thence Northerly and parallel to the center line of Park Avenue 360'; thence Westerly and parallel to the Northerly line of the Lenners land heretofore referred to, 435.60' to the center of Park Avenue; thence Southerly 360' along the center line of said Park Avenue to the place of beginning. EXCEPTING THEREFROM a strip of land 60 feet wide parallel to the southerly border thereof and extending 435.60 feet Easterly from the center line of Park Avenue to be used for street purposes at such time as there is a continuing street open to the East thereof. 14 FHDC-WOODBURN PURCHASE AGREEMENT 50 �'I'1�it I Iii♦ r} Y 9M& Its BU November 13, 2017 TO: Honorable Mayor and City Council FROM: Jim Row, Assistant City Administrator SUBJECT: Solid Waste Franchise Extension RECOMMENDATION: After providing notice and opportunity for public comment, adopt the Ordinance extending the term of the Solid Waste Franchise until February 25, 2018. BACKGROUND: The current Solid Waste Franchise Agreement with Republic Services was approved by the City Council on November 25, 2009 and went into effect on December 10, 2009. Staff began meeting with Republic Services during summer 2016 to negotiate a renewal of the franchise and to discuss the need to adjust rates, due to the fact that Marion County was implementing a 30% increase to disposal fees, effective October 1 , 2016. After discussing the process with representatives from Republic Services, we decided to address the rate change prior to and separately from the franchise renewal. The rate change was a significant enough issue by itself, and we were concerned that the process would be further complicated by combining it with the franchise renewal. The new rate structure was negotiated with Republic and subsequently approved by the City Council on September 26, 2016. In order to provide for sufficient time to negotiate a new franchise agreement, on November 14, 2016, the City Council exercised its option to renew the franchise for one additional year. The extended franchise agreement is currently set to expire on December 10, 2017. DISCUSSION: Over the past couple months, City staff has been engaged in productive franchise renewal negotiations with representatives from Republic Services. We were proceeding with the intention of placing the franchise renewal before the City Council tonight. However, Republic Services recently requested more time Agenda Item Review: City Administrator_X_ City Attorney_X_ Finance_X_ Honorable Mayor and City Council November 13, 2017 Page 2 to allow for representatives from their corporate office to review the draft franchise. The attached ordinance extends the current franchise to February 25, 2018 and includes an emergency clause in order to ensure that the franchise does not expire before the extension takes effect. FINANCIAL IMPACT: None. Attachment A Republic Services' Extension Request Attachment B Ordinance Extending Solid Waste Franchise From: McLain,Therese To: Jim Row Subject: Request for a 45-day extension of franchise ordinance Date: Wednesday,November 08,2017 11:21:12 AM Dear Jim, Per our conversation this morning, United Disposal Service, Inc dba Republic Services of Marion County, is requesting that the current franchise ordinance scheduled to expire December 10, 2017 be extended an additional forty-five (45) days which would create a new expiration date of February 25, 2018. Our corporate legal and risk departments are in the final review process and will need additional time. Please let me know if you have any questions about this request. Thank you, Therese cLai Municipal Contracts Administrator 10295 SW Ridder Road, Wilsonville, OR 97070 TMclain 2republicservices.com o 503-404-4187 (� 503-826-4683 r 503-582-9307 ',n www.RepublicServices.com q 7; REPUBLIC SERVICES, C-)rc u.dUc. Id dr orri bier Illlllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllf�� 53 COUNCIL BILL NO. 3047 ORDINANCE NO. 2547 AN ORDINANCE AMENDING ORDINANCE 2460, THE SOLID WASTE MANAGEMENT FRANCHISE, TO EXTEND SAID ORDINANCE UNTIL FEBRUARY 25, 2018 AND DECLARING AN EMERGENCY. WHEREAS, Ordinance 2460 grants an exclusive franchise ("the Existing Franchise") to United Disposal Services, Inc. dba Allied Waste Services of Marion County-Woodburn to collect, transport, and convey solid waste in the City; and WHEREAS, Allied Waste Services of Marion County has merged into Republic Services and United Disposal, Inc. now does business as Republic Services of Marion County-Woodburn; and WHEREAS, On November 14, 2016, the City Council extended the Existing Franchise until December 10, 2017 to allow sufficient time to negotiate a renewal; WHEREAS, the City and Franchisee have been in productive negotiations regarding a renewal to the Franchise agreement; and WHEREAS, Republic Services has requested an additional 45 days for their corporate office to review the draft Franchise and provide feedback; and WHEREAS, in the interest of providing uninterrupted solid waste disposal service to the residents of Woodburn, the City and the Franchisee have agreed to extend the form of the franchise from December 10, 2017 until February 25, 2018, NOW, THEREFORE, THE CITY OF WOODBURN ORDAINS AS FOLLOWS: Section 1. The City Council finds that the Franchisee has consented to this franchise extension. Section 2. Section 2.3A of Ordinance 2460 is amended to read as follows: 2.3A Extension. Notwithstanding any language to the contrary contained in Section 2.3 Term, this franchise ordinance and the rights and privileges granted herein shall remain in effect until February 25, 2018. Section 3. Emergency. This Ordinance being necessary for the immediate preservation of the public peace, health and safety (because of the Page 1 - Council Bill No. 3047 Ordinance No. 2547 need for the Existing Franchise to be extended prior to its expiration) an emergency is declared to exist and this Ordinance shall take effect immediately upon passage by the Council and approval by the Mayor. Approved as to form: City Attorney Date Approved: Kathryn Figley, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Heather Pierson, City Recorder City of Woodburn, Oregon Page 2 - Council Bill No. 3047 Ordinance No. 2547 �'I'1�r I Iii♦ r} Y 9M& Its BU November 13, 2017 TO: Honorable Mayor and City Council through City Administrator THROUGH: James C. Ferraris, Chief of Police FROM: Jason Millican, Lieutenant SUBJECT: Axon Enterprise Inc. Contract Award RECOMMENDATION: That the City Council, acting as the Local Contract Review Board, adopt a resolution awarding a sole source contract to Axon Enterprise, Inc. for the purchase of the Company's Officer Safety Plan services that will provide a body camera system, inclusive of evidence transfer capabilities, evidence management software, cloud-based data storage, accessories, and replacement of the existing controlled electrical weapons inventory. BACKGROUND: Body Worn Camera ("BWC") Program The BWC program currently utilizes first generation Taser AXON cameras. Existing BWC cameras record in standard definition and have poor battery life regularly failing to operate for an officer's entire shift. There is not a uniform platform for placement of the camera on an officer or what accessories may be paired with use. The Woodburn Police Department ("WPD") maintains data storage with Axon using their evidence.com platform, for which we have 44 paid licenses compared to 33 actual registered users. Data storage costs for evidence.com for WPD have risen annually as the volume of data has not been adequately projected nor could it be with a selective BWC use program. The initial start-up of the WPD BWC program did not allocate defined funding from our budget or seek supplemental funding. An extended warranty plan was not purchased so devices are currently repaired/replaced on a per incident basis. Currently, the WPD is in the final year of a three-year fee schedule with Axon that ends in February of 2018. The final payment of $8,200 on the existing Agenda Item Review: City Administrator_x_ City Attorney_x Finance_x- 56 Honorable Mayor and City Council November 13, 2017 Page 2 contract was made in April of 2017. According to Axon, ongoing evidence.com maintenance fees are projected to have 5% annual fee increases unless we negotiate a long-term contract with fixed fees. Controlled Electronic Weapons ("CEW") Program WPD has an inventory of 37 Taser--X26 (30), X26P (3), X2 (2), and X3 (2)--CEW weapons as less lethal use of force options. Each device, although similar in concept, is different and as such presents training challenges. Axon has established a useful life period of 5 years for all CEW products and provides $10,000,000 of liability coverage during the useful life period standing with an agency during lawsuits defending the device itself. Currently, 28 (76%) of our 37 CEW weapons have exceeded the useful life period recommended by Axon thus increasing the City of Woodburn's potential liability exposure. The projected one-time cost would be $33,600 if WPD were to upgrade its existing CEW weapon inventory currently outside Axon's recommended useful life period. The remaining nine (9) CEW weapons would exceed the Axon recommended useful life period within the next 2 years requiring an additional one-time cost of approximately $10,800. DISCUSSION: Community trust is the standard by which law enforcement agencies measure their overall effectiveness and ensure policing strategies are meeting the community's needs. A way to enhance community trust is to ensure transparency and accountability in law enforcement operations. This can be aided by the full integration of body worn cameras (BWC) into WPD's daily patrol activities. BWC's represent a technological advance in policing when properly integrated into patrol operations helping ensure the delivery of quality law enforcement service. BWC's promote legitimacy and an increased sense of procedural justice communities have increasingly come to expect. They enhance accountability and reduce instances of conflict and/or hostility because all parties to an interaction are aware their conduct is being recorded. Recordings made by BWC's at crime scenes offer an additional tangible benefit by providing investigators, prosecutors and juries alike with detailed, accurate and compelling evidence recorded in real time that does not require additional interpretation or explanation to understand. 57 Honorable Mayor and City Council November 13, 2017 Page 3 Axon Enterprises, Inc. has patented a BWC system and secure cloud based video storage platform that affords tremendous flexibility in capturing and storing data intensive in a virtual environment, without the need to purchase or maintain expensive, complex servers that have a fixed life expectancy and lack scalability. No other BWC provider is able to offer a similar system. WPD has negotiated a 5-year agreement with Axon Enterprise, Inc. to supply 32 BWC/s and related charging/data transfer hardware. In addition, WPD will have access to unlimited data storage hosted by Axon in a virtual, cloud-based environment. Because BWC data is stored in a virtual environment, access to it can be provided, with proper permissions, from any Internet capable device, including smart phones and tablets. This added flexibility means officers can track, label and review captured video in the field using smart phone technology without needing to return to the station to download it to a desktop computer. Cloud based data access allows the WPD to share its captured video evidence with other criminal justice partners, such as the Marion County District Attorney's Office, without need for evidence technicians to locate, copy, and transport specific data segments. In order to secure this agreement with WPD, Axon Enterprises, Inc. has agreed to apply a 47% discount to the purchase cost of equipment and first year data storage fees. In addition, and recognizing evolving technology will both improve video quality and miniaturize existing equipment, Axon has agreed to replace all 32 BWC's and docking stations purchased by the WPD two times during the initial 5 -year contract period. They have also agreed to replace our existing and aging inventory of Axon CEW's, eliminating the need to seek future City funding to effect the same exchange. Over the past three (3) months, WPD conducted a review of its BWC program and an evaluation of the "Conducted Electrical Weapon" (CEW) less lethal force program. Both of these WPD programs currently utilize equipment manufactured by Axon. AXON PRODUCT BENEFITS & SOLE SOURCE JUSTIFICATION FINDINGS This proposed contract with Axon provides the following benefits to WPD: • Unlimited cloud based data storage 58 Honorable Mayor and City Council November 13, 2017 Page 4 o Efficient expansion of the BWC program without uncontrolled annual increases due to data consumption if policy changes occur requiring increased BWC use by officers o Submission of all digital media evidence generated by officers into the evidence.com database o Data storage system provides automatic editing functionality that allows for faces to be rendered unidentifiable as required in certain circumstances per Oregon House Bill 2571 (2015) • Hardware provided by Axon at no cost to the Police Department upon contract initiation totaling approximately $63,000 o 10 AXON Signal Units o 30 AXON Body 2 HD cameras plus uniform mounts 0 5 AXON 6 Bay charging/data download stations o 30 Taser X26P CEW weapons plus holsters o 30 PPM Batteries • Replacement hardware provided by Axon, during life of contract, at no cost to Police Department totaling approximately $38,890 0 30 Axon Body 2 replacement cameras at 30 and 60 month dates of contract saving ■ Effectively ensures BWC program has warrantied devices for the next 7.5 years eliminating repair/replacement fees during this period 0 30 Taser X26P CEW weapons warrantied for the next 5 years ■ Effectively ensures CEW program has warrantied X26P CEW weapons for the next 5 years eliminating repair/replacement fees during this period. • AXON Signal Units and PPM batteries automatically turn on all BWC's within 30 feet when patrol car emergency lights are activated or CEW is powered on eliminating officer failing to activate BWC during stress generating incidents. The above listed Axon products provide exclusive benefits that meet WPD's needs and which can only be provided and made available by Axon (See appendix A for further details). The equipment and software listed in the current bid offers unique benefits that are not offered by other manufacturers. The most significant benefit is the ability for the cameras to turn on automatically. Part of the quote is for the addition of a Bluetooth unit (Axon signal) that will be installed in WPD marked vehicles. The unit can be set up to turn on a camera when the car door opens or when the overhead lights are activated. The cameras are also designed to work in concert with each other. For example, if four officers are at an incident and one 59 Honorable Mayor and City Council November 13, 2017 Page 5 officer turns their camera on, all of the cameras will turn on if they are in range (30' +/-). This is a feature that can be extremely valuable, especially in a use of force incident. By having more cameras recording, the likelihood of missing a key piece of evidence is significantly reduced. Furthermore, due to the fact our Tasers are outdated and are in need of replacement, Part of the bid involves replacing our entire inventory to the new Taser X26P. This device also works in concert with the officer's body camera. When an officer draws their Taser and turns it on, it will automatically turn on their camera. Axon is almost ready to begin marketing a signal unit that will attach to our current duty holsters. When an officer draws their sidearm it will activate the camera. This not currently ready for sale so it is not in the current quote. FINANCIAL IMPACT: WPD is recommending a significant change to its BWC and CEW programs. WPD proposes to enter into a five (5) year contract with Axon for services under their "Officer Safety Plan" (OSP). Axon's OSP would provide the WPD the required hardware to operate BWC and CEW programs at no cost while only requiring payment for evidence.com unlimited data access. The contract would have a fixed cost of $37,620.00 per year. The first year is $38,739.50 due to cost of Axon starter. The following four years would be at the agreed upon rate ($37,620) concluding June 30, 2022. The total contract value would be $189,232.46. The FY 2017-18 Woodburn City Budget includes $35,000 for this anticipated contract. 60 COUNCIL BILL NO. 3048 RESOLUTION NO. 2108 A RESOLUTION AWARDING A SOLE SOURCE CONTRACT TO AXON ENTERPRISE, INC. FOR THE PURCHASE OF THE COMPANY'S "OFFICER SAFETY PLAN" SERVICE THAT WILL PROVIDE BODY CAMERA AND TASER EQUIPMENT UPGRADES FOR THE WOODBURN POLICE DEPARTMENT, AND ADOPTING FINDINGS WHEREAS, the City Council, acting as the Local Contract Review Board, has the authority under the City's public contracting rules, and consistent with State law, to award a public contract for goods and services available from only one source; and WHEREAS, the City is in need of upgrading its body worn camera (BWC) system and Taser equipment (aka Controlled Electrical Weapons or CEWs); and WHEREAS, the City's existing cameras, archived evidence recordings, and Taser equipment is Axon Enterprise, Inc.'s equipment; and WHEREAS, the Council finds that the continued use of Axon Enterprise, Inc.'s equipment, support, and maintenance, will enable a smooth upgrade transition and will ease user training and result in minimal business interruption; and WHEREAS, the Council has determined that an upgrade to the camera system and Taser equipment is desired and meets the findings of a sole source procurement; NOW THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The City Council, acting as the Local Contract Review Board, hereby awards a sole source, 5-year contract for the City's BWC system and CEW equipment to Axon Enterprise, Inc. in an amount of $189,232.46 ($37,620 per year, $38,739.50 amount for first year). Section 2. This sole source contract is approved based on the Findings included in the City's staff report, affixed as Attachment "A" and incorporated herein. Section 3. The City Administrator is authorized to execute a contract with Axon Enterprise, Inc. Page 1 - Council Bill No. 3048 Resolution No. 2108 61 Approved as to form: City Attorney Date Approved: Kathryn Figley, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Heather Pierson, City Recorder Page 2 - Council Bill No. 3048 Resolution No. 2108 62 Attachment A I3SURN November 13, 2017 TO: Honorable Mayor and City Council through City Administrator THROUGH: James C. Ferraris, Chief of Police FROM: Jason Millican, Lieutenant SUBJECT: Axon Enterprise Inc. Contract Award RECOMMENDATION: That the City Council, acting as the Local Contract Review Board, adopt a resolution awarding a sole source contract to Axon Enterprise, Inc. for the purchase of the Company's Officer Safety Plan services that will provide a body camera system, inclusive of evidence transfer capabilities, evidence management software, cloud-based data storage, accessories, and replacement of the existing controlled electrical weapons inventory. BACKGROUND: Body Worn Camera ("BWC") Program The BWC program currently utilizes first generation Taser AXON cameras. Existing BWC cameras record in standard definition and have poor battery life regularly failing to operate for an officer's entire shift. There is not a uniform platform for placement of the camera on an officer or what accessories may be paired with use. The Woodburn Police Department ("WPD") maintains data storage with Axon using their evidence.com platform, for which we have 44 paid licenses compared to 33 actual registered users. Data storage costs for evidence.com for WPD have risen annually as the volume of data has not been adequately projected nor could it be with a selective BWC use program. The initial start-up of the WPD BWC program did not allocate defined funding from our budget or seek supplemental funding. An extended warranty plan was not purchased so devices are currently repaired/replaced on a per incident basis. Currently, the WPD is in the final year of a three-year fee schedule with Axon that ends in February of 2018. The final payment of $8,200 on the existing Agenda Item Review: City Administrator_x_ City Attorney_x Finance_x- 63 Attachment A Honorable Mayor and City Council November 13, 2017 Page 2 contract was made in April of 2017. According to Axon, ongoing evidence.com maintenance fees are projected to have 5% annual fee increases unless we negotiate a long-term contract with fixed fees. Controlled Electronic Weapons ("CEW") Program WPD has an inventory of 37 Taser--X26 (30), X26P (3), X2 (2), and X3 (2)--CEW weapons as less lethal use of force options. Each device, although similar in concept, is different and as such presents training challenges. Axon has established a useful life period of 5 years for all CEW products and provides $10,000,000 of liability coverage during the useful life period standing with an agency during lawsuits defending the device itself. Currently, 28 (76%) of our 37 CEW weapons have exceeded the useful life period recommended by Axon thus increasing the City of Woodburn's potential liability exposure. The projected one-time cost would be $33,600 if WPD were to upgrade its existing CEW weapon inventory currently outside Axon's recommended useful life period. The remaining nine (9) CEW weapons would exceed the Axon recommended useful life period within the next 2 years requiring an additional one-time cost of approximately $10,800. DISCUSSION: Community trust is the standard by which law enforcement agencies measure their overall effectiveness and ensure policing strategies are meeting the community's needs. A way to enhance community trust is to ensure transparency and accountability in law enforcement operations. This can be aided by the full integration of body worn cameras (BWC) into WPD's daily patrol activities. BWC's represent a technological advance in policing when properly integrated into patrol operations helping ensure the delivery of quality law enforcement service. BWC's promote legitimacy and an increased sense of procedural justice communities have increasingly come to expect. They enhance accountability and reduce instances of conflict and/or hostility because all parties to an interaction are aware their conduct is being recorded. Recordings made by BWC's at crime scenes offer an additional tangible benefit by providing investigators, prosecutors and juries alike with detailed, accurate and compelling evidence recorded in real time that does not require additional interpretation or explanation to understand. 64 Attachment A Honorable Mayor and City Council November 13, 2017 Page 3 Axon Enterprises, Inc. has patented a BWC system and secure cloud based video storage platform that affords tremendous flexibility in capturing and storing data intensive in a virtual environment, without the need to purchase or maintain expensive, complex servers that have a fixed life expectancy and lack scalability. No other BWC provider is able to offer a similar system. WPD has negotiated a 5-year agreement with Axon Enterprise, Inc. to supply 32 BWC/s and related charging/data transfer hardware. In addition, WPD will have access to unlimited data storage hosted by Axon in a virtual, cloud-based environment. Because BWC data is stored in a virtual environment, access to it can be provided, with proper permissions, from any Internet capable device, including smart phones and tablets. This added flexibility means officers can track, label and review captured video in the field using smart phone technology without needing to return to the station to download it to a desktop computer. Cloud based data access allows the WPD to share its captured video evidence with other criminal justice partners, such as the Marion County District Attorney's Office, without need for evidence technicians to locate, copy, and transport specific data segments. In order to secure this agreement with WPD, Axon Enterprises, Inc. has agreed to apply a 47% discount to the purchase cost of equipment and first year data storage fees. In addition, and recognizing evolving technology will both improve video quality and miniaturize existing equipment, Axon has agreed to replace all 32 BWC's and docking stations purchased by the WPD two times during the initial 5 -year contract period. They have also agreed to replace our existing and aging inventory of Axon CEW's, eliminating the need to seek future City funding to effect the same exchange. Over the past three (3) months, WPD conducted a review of its BWC program and an evaluation of the "Conducted Electrical Weapon" (CEW) less lethal force program. Both of these WPD programs currently utilize equipment manufactured by Axon. AXON PRODUCT BENEFITS & SOLE SOURCE JUSTIFICATION FINDINGS This proposed contract with Axon provides the following benefits to WPD: • Unlimited cloud based data storage 65 Attachment A Honorable Mayor and City Council November 13, 2017 Page 4 o Efficient expansion of the BWC program without uncontrolled annual increases due to data consumption if policy changes occur requiring increased BWC use by officers o Submission of all digital media evidence generated by officers into the evidence.com database o Data storage system provides automatic editing functionality that allows for faces to be rendered unidentifiable as required in certain circumstances per Oregon House Bill 2571 (2015) • Hardware provided by Axon at no cost to the Police Department upon contract initiation totaling approximately $63,000 o 10 AXON Signal Units o 30 AXON Body 2 HD cameras plus uniform mounts 0 5 AXON 6 Bay charging/data download stations o 30 Taser X26P CEW weapons plus holsters o 30 PPM Batteries • Replacement hardware provided by Axon, during life of contract, at no cost to Police Department totaling approximately $38,890 0 30 Axon Body 2 replacement cameras at 30 and 60 month dates of contract saving ■ Effectively ensures BWC program has warrantied devices for the next 7.5 years eliminating repair/replacement fees during this period 0 30 Taser X26P CEW weapons warrantied for the next 5 years ■ Effectively ensures CEW program has warrantied X26P CEW weapons for the next 5 years eliminating repair/replacement fees during this period. • AXON Signal Units and PPM batteries automatically turn on all BWC's within 30 feet when patrol car emergency lights are activated or CEW is powered on eliminating officer failing to activate BWC during stress generating incidents. The above listed Axon products provide exclusive benefits that meet WPD's needs and which can only be provided and made available by Axon (See appendix A for further details). The equipment and software listed in the current bid offers unique benefits that are not offered by other manufacturers. The most significant benefit is the ability for the cameras to turn on automatically. Part of the quote is for the addition of a Bluetooth unit (Axon signal) that will be installed in WPD marked vehicles. The unit can be set up to turn on a camera when the car door opens or when the overhead lights are activated. The cameras are also designed to work in concert with each other. For example, if four officers are at an incident and one 66 Attachment A Honorable Mayor and City Council November 13, 2017 Page 5 officer turns their camera on, all of the cameras will turn on if they are in range (30' +/-). This is a feature that can be extremely valuable, especially in a use of force incident. By having more cameras recording, the likelihood of missing a key piece of evidence is significantly reduced. Furthermore, due to the fact our Tasers are outdated and are in need of replacement, Part of the bid involves replacing our entire inventory to the new Taser X26P. This device also works in concert with the officer's body camera. When an officer draws their Taser and turns it on, it will automatically turn on their camera. Axon is almost ready to begin marketing a signal unit that will attach to our current duty holsters. When an officer draws their sidearm it will activate the camera. This not currently ready for sale so it is not in the current quote. FINANCIAL IMPACT: WPD is recommending a significant change to its BWC and CEW programs. WPD proposes to enter into a five (5) year contract with Axon for services under their "Officer Safety Plan" (OSP). Axon's OSP would provide the WPD the required hardware to operate BWC and CEW programs at no cost while only requiring payment for evidence.com unlimited data access. The contract would have a fixed cost of $37,620.00 per year. The first year is $38,739.50 due to cost of Axon starter. The following four years would be at the agreed upon rate ($37,620) concluding June 30, 2022. The total contract value would be $189,232.46. The FY 2017-18 Woodburn City Budget includes $35,000 for this anticipated contract. 67 Attachment A APPENDIX A 68 Attachment A AXON 17800 N.85th St., Scottsdale,Arizona 85255*480-991-0797*Fax 480-991-0791 *www.axon.com April 5, 2017 To: United States federal, state, local and municipal law enforcement agencies Re: Sole Source Letter for Axon Enterprise, Inc.'s Axon brand products and Evidence.com Data Management Solutions' A sole source justification exists because the following goods and services required to satisfy the agency's needs are only manufactured and available for purchase from Axon Enterprise. Axon Digital Evidence Solution Description Axon Flex 2 Video Camera(DVR) • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 0.1 lux • Audio tones to alert user of usage • Low SD, high SD, low HD, and high HD resolution (customizable by the agency) • Up to 120-second buffering period to record footage before pressing record button • Multiple mounting options using magnetic attachment: head, collar, shoulder, helmet, ball cap,car dash, and Oakley sunglass mounts available • 120-degree diagonal field of view camera lens. 102-degree horizontal field of view, and 55-degree vertical field of view Axon Flex 2 Controller • 12+ hours of battery operation per shift(even in recording mode) • LED lights to show current battery level and operating mode • Haptic notification available • Tactical beveled button design for use in pocket • Compatible with Axon Signal technology Axon Body 2 Video Camera • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 1 lux • Audio tones and haptic (vibration) notification to alert user of usage • Audio mute during event option • Wi-Fi capability • High, medium, and low quality recording available (customizable by the agency) • Up to 2-minute buffering period to record footage before pressing record button • Multiple mounting options using holster attachment: shirt, vest, belt, and dash mounts available • 12+ hours of battery operation per shift(even in recording mode) • LED lights to show current battery level and operating mode • 143-degree lens • Includes Axon Signal technology Axon Fleet Camera • Fully integrated with Evidence.com services and Axon devices • Automatic time synchronization with other Axon Fleet and Axon on-officer cameras allows for multi- camera playback on Evidence.com. • Immediate upload to Evidence.com of critical event videos via 4G/LTE • Wireless alerts from the TASER CEW Signal Performance Power Magazine(SPPM). 69 Attachment A Axon is also the sole developer and offeror of the Evidence.com data management services. Evidence.com is both a division of Axon and a data management product solution offered by Axon. Evidence.com is not a separate corporate entity. 70 Attachment A • Automatic transition from BUFFERING to EVENT mode in an emergency vehicle equipped with the Axon Signal Unit Axon Signal Unit(ASU) • Communications device that can be installed in emergency vehicles. • With emergency vehicle light bar activation, or other activation triggers, the Axon Signal Unit sends a signal. Upon processing the signal, an Axon system equipped with Axon Signal tech nologytransitions from the BUFFERING to EVENT mode. Axon Signal Performance Power Magazine(SPPM) • Battery pack for the TASER X2 and X26P conducted electrical weapons • Shifting the safety switch from the down (SAFE)to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode. Axon Signal technology only works with Axon cameras. Axon Interview Solution • High-definition cameras and microphones for interview rooms • Covert or overt camera installations • Touch-screen user interface • Motion-based activation • Up to 7-minute pre- and post-event buffering period • Full hardware and software integration • Upload to Evidence.com services • Interview room files can be managed under the same case umbrella as files from Axon on-officer cameras and Axon Fleet cameras; i.e., Axon video of an arrest and interview room video are managed as part of the same case in Evidence.com • Dual integration of on-officer camera and interview room camera with Evidence.com digital evidence solution Axon Signal Technology • Sends a broadcast of status that compatible devices recognize when certain status changes are detected • Only compatible with TASER and Axon products Axon Dock • Automated docking station uploads to Evidence.com services through Internet connection • No computer necessary for secure upload to Evidence.com • Charges and uploads simultaneously • The Axon Dock is tested and certified by TUV Rheinland to be in compliance with UL 60950-1:2007 R10.14 and CAN/CSA-C22.2 N0.60950-I-07+AI:2011+A2:2014 Information Technology Equipment safety standards. Evidence.com Data Management System • Software as a Service (SaaS)delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • SaaS model reduces security and administration by local IT staff: no local installation required • Automatic, timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement • Securely share digital evidence with other agencies or prosecutors without creating copies or requiring the data to leave your agency's domain of control • Controlled access to evidence based on pre-defined roles and permissions and pre-defined individuals • Password authentication includes customizable security parameters: customizable password complexity, IP-based access restrictions, and multi-factor authentication support Oxon I r1te C.ri e Inc, Axon&)I &wrcr e I efter Flevi,ed Al',rll 5 20,17 I�acr Ev l 71 Attachment A • Automated category-based evidence retention policies assists with efficient database management • Ability to recover deleted evidence within seven days of deletion • Stores and supports all major digital file types: .mpeg, .doc, .pdf, .jpeg, etc. • Requires NO proprietary file formats • Abilityto upload files directlyfrom the computer to Evidence.com via an Internet browser • Data Security: Robust Transport Layer Security(TLS) implementation for data in transit and 256-bit AES encryption fordata in storage • Security Testing: Independent security firms perform in-depth security and penetration testing • Reliability: Fault- and disaster-tolerant infrastructure in at least 4 redundant data centers in both the East and West regions of the United States • Chain-of-Custody: Audit logs automatically track all system and user activity. These logs cannot be edited or deleted, even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Evidence.com is protected from local malware that may penetrate agency infrastructure • Stability: Axon Enterprise is a publicly traded company with stable finances and funding,reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information securityprogram • Dedicated information security department that protects Evidence.com and data with security monitoring, centralized event log analysis and correlation, advanced threat and intrusion protection, and incident response capabilities • Redact videos easily within the system, create tags, markers and clips, search 7 fields in addition to 5 category-based fields, create cases for multiple evidence files Evidence.com for Prosecutors • All the benefits of the standard Evidence.com services • Ability to share information during the discovery process • Standard licenses available for free to prosecutors working with agencies already using Evidence.com services • Unlimited storage for data collected by Axon cameras and Axon Capture Axon Capture Application • Free app for iOS and Android mobile devices • Allows users to capture videos, audio recordings, and photos and upload these files totheir Evidence.com account from the field • Allows adding metadata to these files, such as: Category, Title, Case ID, and GPSdata Axon Convert Application (Formerly Amped DVRConv) • Video file format converter. • Allows users to convert unplayable video file formats (e.g., proprietary CCTV) into playablefile formats that can later be exported to Evidence.com • Maintains original video file, produces an output file, and generates a report documenting the conversion process. Axon Detect(Formerly Amped Authenticate) • Photo analysis software for forensic image authentication and tamper identification • Several tools are available to determine whether an image can be trusted and thus accepted as evidence and verify if a photo has been taken from a specificdevice Axon Five(Formerly Amped FIVE) • Image and video enhancement software. • Users can analyze crime scene photos, enhance surveillance and bodyworn video with aworkflow compatible with forensic needs and constraints • Meets evidence code in all 50 states as well as US Federal and Canada Axon View Application Axon r11erl'.,rL°e, nc, Axon&t)I &�wrcr ` I efter Flevised Al',ril ), 20,17 F,acr ,. .3 72 Attachment A • Free app for IOS and Android mobile devices • Allows user to view the camera feed from a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex 2 camera in real-time • Allows for playback of videos stored on a paired Axon Body, Axon Body 2, Axon Flex, or Axon Flex2 system • Allows adding meta-data to videos, such as: Category, Title, Case ID, and GPS data Axon Professional Services • Dedicated implementation team • Project management and deployment best practices aid • Training and train-the-trainer sessions • Integration services with other systems Axon Customer Support • Online and email-based support available 24/7 • Human phone-based support available Monday—Friday 7:00 AM-5:00 PM MST; support is located in Scottsdale, AZ, USA • Library of webinars available 24/7 • Remote-location troubleshooting 41,14 AXON Axon Brand Model Numbers 1. Axon Flex 2 Cameras: • Axon Flex 2 Camera (online) Model: 11528 • Axon Flex 2 Camera (offline) Model: 11529 2. Axon Flex 2 Controller Model: 11532 3. Axon Flex 2 USB Sync Cable Model: 11534 4. Axon Flex 2 Coiled Cable, Straight to Right Angle, 48" (1.2 m) 5. Axon Flex 2 Camera Mounts: • Oakley Flak Jacket Kit Model: 11544 • Collar Mount Model: 11545 • Oakley Clip Model: 11554 • Epaulette Mount Model: 11546 • Ballcap Mount Model: 11547 • Ballistic Vest Mount Model: 11555 6. Universal Helmet Mount Model: 11548 7. Axon Body 2 Camera Model: 74001 8. Axon Flex 2 Controller and Axon Body 2 Camera Mounts: • Z-Bracket, Men's, Axon RapidLock Model:74018 • Z-Bracket, Women's Axon RapidLock Model:74019 • Magnet, Flexible, Axon RapidLock Model:74020 • Magnet, Outerwear, Axon RapidLock Model: 74021 • Small Pocket, 4" (10.1 cm), Axon RapidLock Model:74022 • Large Pocket, 6" (15.2 cm), Axon RapidLock Model:74023 v'oY1 Y1IeI Y.YL°e, Y"1i, Axon&�)e &�SldYi,e I efter Flevised Al',ril ), 2I1' ,ac�e 4 73 Attachment A • MOLLE Mount, Single, Axon RapidLock Model: 11507 • MOLLE Mount, Double, Axon RapidLock Model: 11508 • Belt Clip Mount, Axon RapidLock Model: 11509 9. Axon Fleet Camera Model: 74001 10. Axon Signal Unit Model: 70112 11. Axon Dock Models: • Axon Dock— Individual Bay and Core for Axon Flex 2 • Axon Dock—6-Bay and Core for Axon Flex 2 • Individual Bay for Axon Flex 2 Model: 11538 • Core (compatible with all Individual Bays and 6-Bays) Model:70027 • Wall Mount Bracket Assembly for Axon Dock:70033 • Axon Dock — Individual Bay and Core for Axon Body 2 and Axon Fleet Model 74009 • Axon Dock —6-Bay and Core for Axon Body 2 and Axon Fleet Model 74008 • Individual Bay for Axon Body 2 and Axon Fleet Model:74011 12. Axon Signal Performance Power Magazine (SPPM) Model:70116 Axon Product Packages 1. Officer Safety Plan: includes a CEW, Axon camera and Dock upgrade, and Evidence.com license and storage. See your Sales Representative for further details and Model numbers. 2. TASER Assurance Plan (TAP): Hardware extended coverage, Spare Products (for Axon cameras), and Upgrade Models, for the Axon Flex camera and controller, Axon Body camera, and Axon Dock. (The TAP is available only through Axon Enterprise, Inc.) SOLE AUTHORIZED DISTRIBUTOR FOR SOLE AUTHORIZED REPAIR FACILITY FOR AXON BRAND PRODUCTS AXON BRAND PRODUCTS Axon Enterprise, Inc. Axon Enterprise, Inc. 17800 N. 85t'Street,Scottsdale,AZ 85255 17800 N. 85t'Street,Scottsdale,AZ 85255 Phone:480-905-2000 or 800-978-2737 Phone:480-905-2000 or 800-978-2737 Fax:480-991-0791 Fax:480-991-0791 Please contact your local Axon sales representative or call us at 1-800-978-2737 with any questions. Sincerely, Josh Isner Executive Vice President, North American Sales Axon Enterprise, Inc. Android is a trademark of Google, Inc., Bluetooth is a trademark of the Bluetooth SIG, Flak Jacket is a trademark of Oakley, Inc, iPod Touch is a trademark of Apple Inc, IOS is a trademark of Cisco, LTE is a trademark of the European Telecommunications Standards Institute,Shoei is a trademark of Shoei Co., Ltd.,VELCRO is a trademark of Velcro Industries, B.V.,and Wi-Fi is a trademark of the Wi-Fi Alliance. A n AXON,Axon,Axon Body,Axon Body 2,Axon Capture,Axon Dock,Axon Fleet,Axon Flex,Axon Flex 2,Axon Interview,Axon RapidLock,Axon Signal,Axon View, Evidence.com,X2,X26P,and TASER are trademarks of Axon Enterprise, Inc.,some of which are registered in the US and other countries. For more information,visit www.axon.com/legal.All rights reserved.C 2017 Axon Enterprise, Inc. Axon Yilerl'.,rise., n(:, Axon&t)I &�wr(:i e I efte°.I evil d l',YI ), 20 �ar,,e 5 74 u -,49M& Item 8U a 1,d f;'! 7 November 13, 2017 TO: Honorable Mayor and City Council FROM: Jim Row, Assistant City Administrator SUBJECT: 294 Oak Street Property Purchase RECOMMENDATION: That the City Council adopt the attached resolution authorizing the City Administrator to execute on behalf of the City, a Purchase and Sale Agreement and Escrow Instructions and accept a deed for property located at 294 Oak Street. BACKGROUND: In January 2017, the City Council authorized staff to engage Carleton Hart Architects to update the Community Center Feasibility Study, which was originally completed in 2008. This process would focus on the preferred concept of expanding the Aquatic Center to include community center facilities. Over the past ten months, City staff and Carleton Hart Architects have conducted a number of public meetings throughout the community to gather feedback regarding the amenities they would like to see included in the updated concept. Recently, the house at 294 Oak St, which is immediately to the north of the Aquatic Center, became available for sale. If acquired by the City, that particular property would provide valuable space for a potential future expansion of the Aquatic Center. DISCUSSION: During the 2017 Oregon Legislative Session, the City was awarded $1 Million in Oregon Lottery Bond Financing for the Community Center Project. This funding will be available to the City once the bonds are sold by the State in April 2019. The City will be required to enter into an agreement related to the use of these funds in late 2018. However, at the City's request, the State has already provided Agenda Item Review: City Administrator_x City Attorney_x Finance—x- 75 Honorable Mayor and City Council November 13, 2017 Page 2 their approval for the use of lottery bond funding to reimburse the City for the subject property purchase. The City will obtain title insurance for the transaction. FINANCIAL IMPACT: The City and property owners negotiated a purchase price of $210,000, which is below the appraised value of $230,000. Budgeted funds from the General Capital Construction fund will be used for the purchase. The State of Oregon has authorized the use of the City's allocation of Oregon Lottery Revenue Bonds to reimburse the City for this purchase. This reimbursement would likely take place shortly after the bonds are sold in April 2019. Attachment State of Oregon use of funds approval 76 Declaration of Official Intent to Reimburse Capital Costs with Oregon Lottery Revenue Bonds Declaration 003 2017-19 Biennium Section 1. The Oregon Department of Administrative Services, Capital Finance and Planning Section (the "Issuer") reasonably expects to issue Lottery Revenue Bonds authorized by ORS 286A.560 — 286A.585 and Oregon Laws 2017 Chapter 570, Section 2 and Chapter 748, Section 20 to finance a grant from the Department of Administrative Services (the "Agency") to City of Woodburn (the "Grantee") for expenditures related to development of community center (the "Project"). Section 2. The Issuer reasonably expects that the Grantee may make certain expenditures on the Project prior to the issuance of the Lottery Revenue Bonds and therefore makes this Declaration of Official Intent to Reimburse to preserve the ability of the Issuer to reimburse the Grantee for such expenditures from the proceeds of the Lottery Revenue Bonds. Section 3. This Declaration of Official Intent to Reimburse is made pursuant to Section 1.150-2 of the Income Tax Regulations promulgated by the United States Department of the Treasury. Section 4. The maximum principal amount of Lottery Revenue Bonds expected to be issued for the Project is $1,130,000. Adopted this 25th day of October, 2017 Issuer- Department of Administrative Services Capital Finance & Planning Section (CFPS) t Je" Gabriel, CFPS Manager 77 MIEDEMA Mark From: Jim Row<Jim.Row@ci.woodburn.or.us> Sent: Tuesday, October 24, 2017 4:36 PM To: MIEDEMA Mark * DRS Subject: RE: Capital costs Mark, As we discussed recently, the City is requesting approval from the state to expend funds on the Woodburn Community Center project,which is included in the April 2019 Lottery Revenue Bond Issuance. We are specifically requesting authorization to expend funds on the purchase of property prior to the execution of our agreement and the issuance of bonds. This property, located at 294 Oak Street in Woodburn, is immediately adjacent to the City's Aquatic Center, which we plan to expand to include the development of a community center. This community center is the approved subject of the Lottery Bond funded Project. The City plans to utilize cash on hand for the purchase and would request reimbursement from the state once funds are available. I understand that,prior to incurring the expenditure,the City and the state must execute a Declaration of Official Intent to Reimburse Capital Costs with Oregon Lottery Revenue Bonds. At their meeting last night, the City Council authorized me to the terns of purchase negotiate with the property owners. This afternoon,the property owners and I agreed to a purchase price of$210,000,which is below the $230,000 appraised value. If the state approves this use of funds prior to the issuance of bonds, the City Council is expected to fornally approve the purchase at their next meeting on November 13,2017. Thanks for your consideration, and please let me know if this acceptable to the state or if you have any questions. Jim Row Assistant City Administrator City of Woodburn (503)982-5265 jim.row@ci.woodbum.or.us From: MIEDEMA Mark * DAS [mailto:Mark.Miedema@oregon.gov] Sent:Wednesday, October 18, 2017 11:02 AM To:Jim Row<Jim.Row@ci.woodburn.or.us> Subject:Capital costs Jim I found this definition for capital. Which if you architect is doing design work that takes the project all though that bidding/construction process and is capitalized, I don't see that it shouldn't be a reimbursable cost. I included the repair but what you are talking about sounds like a new building. I just thought it was good to compare and contrast the definitions. Capital Expenditures include design and planning costs related to the Bond-financed project, and include architectural, engineering, surveying, soil testing, environmental, and other similar costs incurred in the process of acquiring, constructing, improving or adapting the property. Capital Expenditures do not include operating expenses of the Bond-financed project or incidental or routine repair or maintenance of the Bond-financed project, even if the repair or maintenance will have a useful life longer than one (1) year. I've never actually built a building but I believe that the architect works with the client and contractor from design to final building completion. It's really the service they provide. The caveat at the end of the day is that the City would have a building to capitalize—that the community center is there as an asset. Land is always an asset. 1 78 286A.560 to 286A.585 in an amount that produces $1 million in net proceeds and interest earnings for the purposes described in subsection (2) of this section, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. (2) Net proceeds of lottery bonds issued under this section in an amount sufficient to provide $1 million in net proceeds and interest earnings must be transferred to the depart- ment for deposit in the ODAS Economic Development Distributions Fund established under ORS 461.553 for distribution to the City of Independence to continue development of the In- dependence Landing site in the City of Independence. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the finding that developing the Independence Landing site will enhance the economic viability of the region, create jobs and improve the quality of life for the community. SECTION 18. (1) For the biennium beginning July 1, 2017, at the request of the Oregon Department of Administrative Services, after the department consults with Klamath County, the State Treasurer is authorized to issue lottery bonds pursuant to ORS 286A.560 to 286A.585 in an amount that produces $1 million in net proceeds and interest earnings for the purposes described in subsection (2) of this section, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. (2) Net proceeds of lottery bonds issued under this section in an amount sufficient to provide $1 million in net proceeds and interest earnings must be transferred to the depart- ment for deposit in the ODAS Economic Development Distributions Fund established under ORS 461.553 for distribution to Klamath County for construction of the Klamath Youth In- spiration Program residential treatment center in Klamath Falls. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the finding that expanding programs and services for at-risk youth will facilitate and encourage economic development. SECTION 19. (1) For the biennium beginning July 1, 2017, at the request of the Oregon Department of Administrative Services, after the department consults with The Dalles Civic Auditorium Historic Preservation Committee, the State Treasurer is authorized to issue lottery bonds pursuant to ORS 286A.560 to 286A.585 in an amount that produces $745,000 in net proceeds and interest earnings for the purposes described in subsection (2) of this sec- tion, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. (2) Net proceeds of lottery bonds issued under this section in an amount sufficient to provide $745,000 in net proceeds and interest earnings must be transferred to the department for deposit in the ODAS Economic Development Distributions Fund established under ORS 461.553 for distribution to The Dalles Civic Auditorium Historic Preservation Committee to continue reconstruction of The Dalles Civic Auditorium theatre. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the finding that improving access to performing arts and cultural activities will enhance the economic vi- ability of the region, create jobs and improve the quality of life for the community. SECTION 20. (1) For the biennium beginning July 1, 2017, at the request of the Oregon Department of Administrative Services, after the department consults with the City of Woodburn, the State Treasurer is authorized to issue lottery bonds pursuant to ORS 286A.560 to 286A.585 in an amount that produces $1 million in net proceeds and interest earnings for the purposes described in subsection (2) of this section, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. Enrolled Senate Bill 5530 (SB 5530-A) Page 9 79 (2) Net proceeds of lottery bonds issued under this section in an amount sufficient to provide $1 million in net proceeds and interest earnings must be transferred to the depart- ment for deposit in the ODAS Economic Development Distributions Fund established under ORS 461.553 for distribution to the City of Woodburn to develop a community center in Woodburn. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the finding that improving access to community services will enhance the economic viability of the region, create jobs and improve the quality of life for the community. SECTION 21. (1) For the biennium beginning July 1, 2017, at the request of the Oregon Department of Administrative Services, after the department consults with the YMCA of Marion and Polk Counties, the State Treasurer is authorized to issue lottery bonds pursuant to ORS 286A.560 to 286A.585 in an amount that produces $12 million in net proceeds and in- terest earnings for the purposes described in subsection (2) of this section, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. (2) Net proceeds of lottery bonds issued under this section in an amount sufficient to provide $12 million in net proceeds and interest earnings must be transferred to the depart- ment for deposit in the ODAS Economic Development Distributions Fund established under ORS 461.553 for distribution to the YMCA of Marion and Polk Counties to construct a new YMCA facility in Salem. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the finding that improving access to sports, recreation and community services will enhance the economic viability of the region, create jobs and improve the quality of life for the community. SECTION 22. (1) For the biennium beginning July 1, 2017, at the request of the Oregon Department of Administrative Services, after the department consults with the Oregon Business Development Department, the State Treasurer is authorized to issue lottery bonds pursuant to ORS 286A.560 to 286A.585 in an amount that produces $2,450,000 in net proceeds and interest earnings for transfer to the Oregon Business Development Department for de- posit in the Cultural Resources Economic Fund established in section 6, chapter 786, Oregon Laws 2013, to provide grants described in subsection (2) of this section, plus an additional amount estimated by the State Treasurer to be necessary to pay bond-related costs. (2) The Oregon Business Development Department shall grant: (a) $1 million to the Portland Art Museum to finance the Connections Campaign that will connect the Museum's Main Building to the Mark Building through the construction of a glass pavilion. (b) $750,000 to the Friends of the Oregon Caves and Chateau to finance the Balcony Restoration Project that will rebuild the Chateau's balconies. (c) $700,000 to the Eugene Ballet Company to finance the Midtown Arts Center capital construction project. (3) The Legislative Assembly finds that the use of lottery bond proceeds will create jobs, further economic development, finance public education or restore and protect parks, beaches, watersheds and native fish and wildlife, and is authorized based on the following findings: (a) The grants described in this section will leverage art and cultural resources to create vibrant public spaces that integrate art and cultural and natural amenities, sustain Oregon's rich arts and cultural experiences and enhance a strong sense of place and community identity. Enrolled Senate Bill 5530 (SB 5530-A) Page 10 80 COUNCIL BILL NO. 3049 RESOLUTION NO. 2109 A RESOLUTION AUTHORIZING THE PURCHASE OF PROPERTY LOCATED AT 294 OAK STREET AND AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS WHEREAS, on January 23, 2017 the City Council authorized staff to update plans to expand the Aquatic Center for the purpose of adding community center facilities; and WHEREAS, the acquisition of the property at 294 Oak St will enhance the City's ability to expand the Aquatic Center for the purpose of developing a community center; and WHEREAS, during the 2017 Oregon Legislative Session, the State of Oregon awarded $1 Million in Lottery Bond Financing to the City of Woodburn for the purpose of furthering the City's efforts to develop a community center; and WHEREAS, the State of Oregon has authorized the use of lottery bond funds to reimburse the City for the purchase of property at 294 Oak St; and WHEREAS, the City Council has determined that purchasing the property at 294 Oak St is in the best interest of City; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a Purchase and Sale Agreement and Escrow Instructions, a copy of which is affixed hereto as Attachment "A" and by this reference incorporated herein, with Craig and Kathleen Yaw for the purchase of property located at 294 Oak St. Section 2. That the City Administrator is authorized to sign said Agreement on behalf of the City. Approved as to form: City Attorney Date Approved: Kathryn Figley, Mayor Passed by the Council Page 1 - COUNCIL BILL NO. 3049 RESOLUTION NO. 2109 81 Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Heather Pierson, City Recorder City of Woodburn, Oregon Page 2- COUNCIL BILL NO. 3049 RESOLUTION NO. 2109 82 Attachment A Page I of 10 PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS ("Agreement")is entered into by and between the CITY OF WOODBURN, an Oregon municipal corporation("Buyer"), and CRAIG YAW AND KATHLEEN YAW,individuals as tenants by the entirety ("Seller"). WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller certain real property commonly known as 294 Oak Street, Woodburn, Marion County, Oregon, legally described in Exhibit A; NOW, THEREFORE, the Parties agree as follows: AGREEMENT 1. Purchase and Sale, Price, and Payment. 1.1. Purchase and Sale. For and in consideration of the Purchase Price (as defined in Section 1.2)and the mutual promises, covenants,representations, and warranties contained in this Agreement, Seller shall sell and convey, and the Buyer shall purchase the real property,together with all buildings,fixtures,and improvements,located at 294 Oak Street, Woodburn, Marion County, Oregon, legally described in Exhibit A (the "Property"). 1.2. Purchase Price. Buyer shall pay the Seller the amount of Two Hundred Ten Thousand and No/100th Dollars ($210,000) as consideration for purchase of the Property (the "Purchase Price"). 1.3. Payment. The Purchase Price shall be payable by the Buyer as follows: 1.3.1 Initial Deposit/Earnest MoneX. Within two (2) business days of execution of this Agreement, Buyer shall deposit the sum of Ten Thousand and No/100th Dollars ($10,000) ("Initial Deposit") into Escrow with First American Title Company ("Escrow Agent"). The Initial Deposit will be returnable to the Buyer,if, on or before the Closing Date (as defined in Section 2.2.1), the Buyer provides written notice to the Seller that the Buyer has determined not to go forward with the purchase of the Property, and in such case,this Agreement terminates and will have no further force or effect.Upon written notice of termination, the Escrow Agent shall be instructed to immediately release the Initial Deposit made by Buyer and return it to Buyer. 1.3.2. Remainder Payment. On or before the Closing Date (as defined in Section 2.2.1), Buyer shall pay the sum of the Purchase Price, less the Initial Deposit amount, to the Seller. PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS 294 Oak Street,Woodburn,Oregon Page 1 of 10 83 Attachment A Page 2 of 10 2. Escrow and Closing. 2.1. Opening of Escrow. Buyer shall open an escrow at the offices of First American Title Company at 681 Glatt Circle, Woodburn, Oregon. Upon mutual execution of this Agreement, Buyer and Seller shall deliver a fully executed copy of this Agreement to Escrow Agent. Buyer and Seller shall share the cost of the escrow equally, per standard escrow protocol. 2.2. Closing. 2.2.1 Closing Date. The consummation of the purchase and sale of the Property (the"Closing")will occur within 10 days after satisfaction or waiver of the Buyer's conditions to Closing set forth in Section 3.1 below, and no later than December 8, 2017. The term "Closing Date" means the date of Closing. The Closing will be conducted through escrow with the Title Company (it being the intention of the Parties that all closing documentation and funds will be delivered to the Escrow Agent). 2.2.2 Seller's Closing Obligations. At the Closing, Seller shall: i. Execute, acknowledge and deliver a Statutory Warranty Deed for the Property subject only to the Permitted Exceptions and such other agreements,documents and instruments as may be necessary to transfer, convey and assign the Property to Buyer; ii. Deliver to Buyer, pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, a non-foreign affidavit, stating that Seller is not a foreign person and providing Seller's United States taxpayer identification number; and iii. Deliver to Buyer such other instruments or documents as may be required pursuant to the provisions hereof or as mutually agreed by counsel for Seller and Buyer to be necessary to fully consummate the transaction contemplated hereby. 2.2.3. Buyer's Closing Obligations. At the Closing, Buyer shall: i. Deliver to Seller cash or immediately available funds for the remainder of the Purchase Price; and ii. Deliver to Seller such other instruments or documents as may be required pursuant to the terms hereof or mutually agreed by counsel for Seller and Buyer to be necessary to fully consummate the transaction contemplated hereby. PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Page 2 of 10 294 Oak Street,Woodburn,Oregon 84 Attachment A Page 3 of 10 3. Conditions to Closing. 3.1. Buyer's Conditions to Closing. Close of Escrow and Buyer's obligation to purchase the Property pursuant to this Agreement are subject to the satisfaction of the following conditions at or prior to the Closing: 3.1.1. Title. By the Closing Date, Seller shall provide Buyer with marketable title to Property free and clear of liens except for non-delinquent bonds and taxes, zoning ordinances, building and use restrictions, easements of record which affect the Property, covenants, and conditions and restrictions of record. 3.1.2. Title Insurance. By the Closing Date, Buyer should be able to attain from the Escrow Agent a policy of title insurance in the full amount of the Purchase Price, showing good and marketable title vested in the Buyer, subject only to such exceptions to title as have been approved by Buyer prior to the Closing Date. 3.1.3. Condition of the Property. The Property has not been affected by any development, building, construction, fire, flood, or moratoria prior the Closing Date. If any of the conditions to Buyer's obligations set forth above fail to occur at or before the Closing Date through no fault of Buyer, then Buyer may cancel the Escrow, terminate this Agreement, and recover any amounts,including the Initial Deposit and any interest earned thereon,paid by Buyer to the Escrow Agent toward the Purchase Price. Escrow Agent shall immediately release the deposit to Buyer without further instruction from Seller. 3.2. Seller's Conditions to Closing. Close of Escrow and Seller's obligation to sell the Property pursuant to this Agreement, are subject to the satisfaction by Seller of Buyer's obligations under this Agreement, including, but not limited to, Buyer's obligation to deliver cash for the Purchase Price on or before the Closing Date. If Buyer has failed to fulfill its obligations under this Agreement, at or before the Closing Date, through no fault of Seller, then Seller may cancel the Escrow, terminate this Agreement, and recover any documents delivered to the Escrow Agent pursuant to this Agreement. Escrow Agent shall immediately release the deposit to Seller without further instruction from Buyer. 4. Taxes and Liens. 4.1. Current Tax Year. Any ad valorem real and personal property taxes and any governmental or other assessments levied against the Property for the current tax year (2017-2018)will be prorated between Seller and Buyer as of the Closing Date. Seller shall not be responsible for the payment of any taxes and assessments that are levied against the Property after the Closing Date. 4.2. Delinquent Tax Years. All taxes and assessments and other governmental or quasi- governmental levies of any kind which are due and/or owing for years prior to the current 2017-2018 tax year, the non-payment of which affects the property or any part thereof, or PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Page 3 of 10 294 Oak Street,Woodburn,Oregon 85 Attachment A Page 4 of 10 the Buyer's title thereto or in any way imposes any liability on the Buyer, shall be paid by Seller,prior to or at the time of Closing, together with all interest and penalties thereon. The Seller authorizes the Escrow Agent to pay out of the Purchase Price proceeds sums equal to Seller's encumbrances on the Property, including delinquent tax amounts and interest and penalties thereon, on or before the Closing Date. 5. Representations and Warranties. 5.1. Title Covenant. Seller represents and warrants that Seller is the sole owner of fee title to the Property, free of all liens and encumbrances, and will defend such title from the lawful claims of persons claiming superior title. 5.2. Authority. Seller and Buyer represent and warrant that each has obtained all requisite authorizations for the execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement, and that the execution and delivery of this Agreement are made pursuant to such authorizations. Buyer is a validly existing municipal corporation pursuant to Oregon law and the City of Woodburn Charter. 5.3. Litigation. There are no pending claims or litigation or threats of claims or litigation or other matters of which Seller is aware that could adversely affect Buyer's title, use, or enjoyment of the Property. 5.4. Encroachments. To Seller's knowledge (a) all structures and improvements, including any driveways and accessory structures, are wholly within the lot lines of the Property, (b)no existing building, structure, or improvement of any kind encroaches upon the Property from any adjacent property, and (c) there are no present or past discrepancies or disputes regarding the boundaries of the Property. 5.5. Statutory Residential Property Disclosures. The Seller has certain State and Federal mandatory disclosures that must be made to the Buyer for the sale of residential property. Seller shall provide a Seller's Property Disclosure Statement in accordance with ORS 105.464 and a Residential Lead-Based Paint Disclosure to the Buyer prior to Closing. Seller represents and warrants that all answers provided in these disclosures is based on the actual knowledge of the Seller at the time of delivery of the disclosure statement. 5.6. Rights and Contracts Affecting Property Property. Except for this Agreement, Seller has not entered into any other contracts for the sale of the Property,nor are there any existing rights of first refusal or options to purchase the Property. Except for those exceptions of record listed on the Title Report, Seller owns the Property in fee, free and clear of all liens, conditions, reservations, mortgages, leases, licenses, easements, prescriptive rights, permits, or other similar encumbrances. Seller has not sold, transferred, conveyed, or entered into any agreement regarding timber rights, mineral rights, water rights, "air rights," or any other development or other rights or restrictions relating to the Property, and to Seller's knowledge no such rights encumber the Property. There are no service contracts PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS 294 Oak Street,Woodburn,Oregon Page 4 of 10 86 Attachment A Page 5 of 10 or other agreements pertaining to the Property that Buyer will be required to assume at Closing. 5.7. Public Improvements or Governmental Notices. To Seller's knowledge, there are no intended public improvements which will result in the creation of any liens upon the Property, nor have any notices or other information been served upon Seller from any governmental agency notifying Seller of any violations of law,ordinance,rule or regulation which would affect the Property. 5.8. Brokers. Seller and Buyer represent and warrant that each shall be responsible for any fee or commission due to any broker employed by either party in connection with this transaction and shall not be responsible for any portion of the other parties' broker fees or commission. 5.9. Survival. The representations and warranties in this section shall survive Closing for a period of twelve (12) months. 6. Possession. Buyer will be entitled to possession of the Property from and after the Closing Date. 7. Seller's Transfer of Property. During the term of this Agreement, Seller shall not transfer, assign, convey or otherwise encumber the Property or any interest therein without the prior written consent of Buyer, which may be given, withheld or conditioned in Buyer's sole and absolute discretion ("Transfer"). This Agreement will survive any Transfer and be binding upon Seller's transferees, successors, and assigns. 8. Condition of Property. Excepting only the specific representations and warranties of Seller contained in Section 5 of this Agreement, all of which shall survive Closing and shall not merge with the deed, Buyer accepts the land, buildings, improvements, any personal property sold under this Agreement, and all other aspects of the Property in their present condition, AS IS, WHERE IS, including latent defects, without any representations or warranties from Seller or any agent or representative of Seller, expressed or implied, except for such warranties that may arise by law under the Deed and except as otherwise specifically set forth in this Agreement. Buyer agrees that Buyer has ascertained, from sources other than Seller or any agent or representative of Seller, the condition of the Property, its suitability for Buyer's purposes, and the applicable zoning, building, housing, and other regulatory ordinances and laws affecting the Property. Buyer accepts the Property with full awareness of these ordinances and laws as they may affect the present use or any intended future use of the Property. Except for such warranties that may arise by law under the Deed and except as otherwise specifically stated in this Agreement Seller has made no representations with respect to such condition or suitability of the Property or such laws or ordinances. 9. Title Insurance. Buyer may purchase, at its sole expense, a Buyer's title insurance policy in the amount of the Purchase Price within 10 days of the Closing Date, insuring Buyer against loss or damage sustained by Buyer by reason of the unmarketability of Seller's title, or liens or PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS 294 Oak Street,Woodburn,Oregon Page 5 of 10 87 Attachment A Page 6 of 10 encumbrances affecting the Property, excepting matters contained in the usual printed exceptions in such title insurance policies and those created or suffered by Buyer. 10. Waiver. The failure of either party at any time to require performance of any provision of this Agreement will not limit the party's right to enforce the provision except to the extent expressly set forth in a writing signed by that party, nor will any waiver of any breach of any provision constitute a waiver of any succeeding breach of that provision or a waiver of that provision itself. 11. Modifications and Integration. No modification, amendment, discharge or change of this Agreement, except as otherwise provided, shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, amendment, discharge or change is sought. This document is the entire, final, and complete agreement of the parties pertaining to the sale and purchase of the Property, and supersedes and replaces all prior or existing written and oral agreements between the parties or their representatives relating to the Property. 12. Successor Interests. This Agreement is binding on and inures to the benefit of the parties, their successors, and assigns,but no interest of Buyer may be assigned,subcontracted,or otherwise transferred, voluntarily or involuntarily, without the prior written consent of Seller, which Seller may withhold in its sole discretion. Seller's consent to one transfer will not constitute consent to other transfers or waiver of this section. Any attempted assignment in violation of this provision will be void and of no effect with respect to Seller. 13. Notice. Any notice under this Agreement must be in writing and will be effective when actually delivered in person or three (3) days after being deposited in the U.S. mail, registered or certified,postage prepaid and addressed to the party at the address stated in this Agreement or such other address as either party may designate by written notice to the other. Mailing addresses for the parties are as follows: 13.1. For Seller: Craig & Kathleen Yaw, 31047 S Hwy 213, Molalla, Oregon 97038. 13.2. For Buyer: City Administrator, City of Woodburn, 270 Montgomery Street, Woodburn, Oregon 97071. 14. Oregon Law. Oregon law governs this Agreement without respect to conflict of laws principles. 15. Calculation of Time. In the event that the date upon which any time period ends or any duty or obligation hereunder is to be performed will occur upon a Saturday, Sunday, national banking holiday or State of Oregon holiday, then, in such event, the time period or the due date for such performance will be automatically extended to the next succeeding day that is not a Saturday, Sunday, national banking holiday or State of Oregon holiday. Except for express reference to "business" days, all time periods will be deemed to be calendar days. 16. Captions and Related Matters. All captions used in this Agreement are intended solely for convenience of reference and in no way limit any of the provisions of this Agreement. As used in this Agreement, the singular includes the plural, and the plural the singular. The masculine and PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS 294 Oak Street,Woodburn,Oregon Page 6 of 10 88 Attachment A Page 7 of 10 neuter each include the masculine, feminine, and neuter, as the context requires. This Agreement will not be construed against the party who drafted it. 17. Remedies. TIME IS OF THE ESSENCE REGARDING THIS AGREEMENT. If the transaction does not close, through no fault of Seller, Seller shall retain the Initial Deposit as liquidated damages, and this Agreement shall be of no further effect, it being the intention of the parties that Buyer may forfeit the Initial Deposit and be free of any further obligations under this Agreement. If Seller fails to deliver the deed or Seller otherwise fails to consummate the transaction, the Initial Deposit will be refunded to Buyer, this Agreement shall be null and void, and the parties shall have no further liability to the other arising out of this transaction. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES,MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17,CHAPTER 855,OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. [SIGNATURES FOLLOW ON NEXT PAGE] PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS 294 Oak Street,Woodburn,Oregon Page 7 of 10 89 Attachment A Page 8 of 10 The parties have entered into this Purchase& Sale Agreement as of the last date of signatures below. SELLER: CRAIG YAW AND KATHLEEN YAW, individuals as tenants by the entirety Craig Yaw Kathleen Yaw Date Date STATE OF OREGON ) ss. COUNTY OF MARION ) The foregoing instrument was acknowledged before me on this day of , 2017, by (Print Name) Notary Public My appointment expires: STATE OF OREGON ) ss. COUNTY OF MARION ) The foregoing instrument was acknowledged before me on this_day of , 2017, by (Print Name) Notary Public My appointment expires: PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Page 8 of 10 294 Oak Street,Woodburn,Oregon 90 Attachment A Page 9 of 10 BUYER: CITY OF WOODBURN, an Oregon municipal corporation Scott Derickson City Administrator Date STATE OF OREGON ) ss. COUNTY OF MARION ) The foregoing instrument was acknowledged before me on this day of , 2017, by as the of (Print Name) Notary Public My appointment expires: PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Page 9 of 10 294 Oak Street,Woodburn,Oregon 91 Attachment A Page 10 of 10 EXHIBIT A Property Address: 294 Oak Street, Woodburn, Oregon 97071 Property ID 4: R107880 Map Tax Lot 4: 051 W 18BA 12700 Legal Description: LOT 3, BLOCKS, PARK ADDITION, IN THE CITY OF WOODBURN, MARION COUNTY, OREGON. (PLAT VOLUME 4, PAGE 17) PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS Page 10 of 10 294 Oak Street,Woodburn,Oregon 92