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02-14-2011 URA AgendaCITY OF WOODBURN URBAN RENEWAL AGENCY FEBRUARY 14, 2011 - 6:30 P.M. KATHRYN FIGLEY, MAYOR DICK PUGH, COUNCILOR WARD 1 J. MEL SCHMIDT, COUNCILOR WARD II PETER MCCALLUM, COUNCILOR WARD III JAMES COX, COUNCILOR WARD IV FRANK LONERGAN, COUNCILOR WARD V ERIC MORRIS, COUNCILOR WARD VI CITY HALL COUNCIL CHAMBERS - 270 MONTGOMERY STREET 1. CALL TO ORDER 2. ROLL CALL 3. CONSENT AGENDA A. Urban Renewal Agency minutes of November 22, 2010 Recommended Action: Approve the minutes. 4. PUBLIC HEARINGS None. 5. GENERAL BUSINESS A. A Resolution Establishing a Downtown Grant and Loan 1 Program; Adopting Procedures and Requirements; Creating a Downtown Advisory Review Subcommittee; and Authorizing the City Administrator to Enter Into an Agreement with the Mid -Willamette Valley Council of Governments to Administer the Loan Program Recommended Action: Adopt the Resolution B. A Resolution Approving Transfers of FY 2010-2011 42 Appropriations And Approving A Supplemental Budget. Recommended Action: Adopt the Resolution 6. PUBLIC COMMENT 7. ADJOURNMENT February 14, 2011 Urban Renewal Agency Page i URBAN RENEWAL AGENCY BOARD MEETING MINUTES NOVEMBER 22, 2010 HHAM 0:00 DATE: COUNCIL CHAMBERS, CITY HALL, CITY OF WOODBURN, COUNTY OF MARION, STATE OF OREGON, JUNE 289 2010. CONVENED: The meeting convened at 6:30 p.m. with Chair Figley presiding. ROLL CALL: Chair Figley Present Member Cox Arrived 6:45 Member Lonergan Present Member McCallum Present Member Morris Present Member Pugh Arrived 6:45 Member Schmidt Present Staff Present: City Administrator Derickson, Assistant City Administrator Stevens, City Attorney Shields, Police Chief Russell, Economic & Community Development Director Hendryx, Finance Director Palacios, City Recorder Shearer. 0:01 CONSENT AGENDA: A. approve the Urban Renewal Agency Board minutes of June 28, 2010; McCallum/Lonergan... adopt the Consent Agenda. The motion passed unanimously. 0:01 2010-2011 SUPPLEMENTAL BUDGET Chair Figley opened the hearing at 6:32 pm. Finance Director Palacios provided a staff report for the proposed supplemental budget. Chair Figley invited the public to speak in favor or against the supplemental budget; no one wished to speak. Chair Figley closed the hearing at 6:40 pm. Lonergan/Pugh ... direct staff to prepare a resolution authorizing a supplemental budget. The motion passed unanimously. 0:09 URBAN RENEWAL GRANT AND LOAN Chair Figley declared a conflict of interest and excused herself from participating. The gavel was turned over to Mr. McCallum for the duration of this item. Economic & Community Development Director Hendryx provided a staff report describing the proposed guidelines and procedures for a Grant & Loan program for downtown properties within the Urban Renewal and Downtown Development and Conservation Districts. Director Hendryx answered clarifying questions regarding the applicability and eligibility of repairs covered under the proposed program. Mr. McCallum invited the public to speak regarding the program. Bruce Thomas of 130 W Cleveland St spoke in favor of the program and the benefits it could provide to the downtown business community. Martin Ochoa of Lupita's restaurant also spoke in favor of the program. Lonergan/Schmidt... direct staff to prepare a resolution implementing an Urban Renewal grant and loan program. On roll call vote for final passage, the motion passed unanimously. Chair Figley did not participate in the vote. Page 1 — URA Board Minutes, November 22, 2010 URBAN RENEWAL AGENCY BOARD MEETING MINUTES NOVEMBER 22, 2010 HHAM 0:25 ADJOURNMENT McCallum/Pugh ... meeting be adjourned. The motion passed unanimously. The meeting adjourned at 7:38 p.m. APPROVED KATHRYN FIGLEY, Chair ATTEST Christina M. Shearer, Recorder City of Woodburn, Oregon Page 2 — URA Board Minutes, November 22, 2010 AY4^4- WUUUB�UIIN February 14, 2011 TO: Urban Renewal Agency Board through City Administrator FROM: Jim Hendryx, Director of Economic & Development Services Ignacio Palacios, Finance Director fV,4-11-, SUBJECT: Downtown Grant and Loan Program and Supplemental Budget RECOMMENDATION: Adopt the resolutions: (1) Establishing the Grant and Loan Program for properties within the Urban Renewal District; and (2) Approving the FY 2010-2011 Urban Renewal Supplemental Budget. BACKGROUND: The City Council previously created a Business Assistance Loan Program that is administered by the Mid -Willamette Valley Council of Governments (COG). After obtaining conceptual approval from the Urban Renewal Agency Board to establish a similar program, staff has accomplished the following administrative tasks necessary for program implementation: • On November 22, 2010 the Urban Renewal Agency conducted a Supplemental Budget hearing (to enable funding for the Downtown Grant and Loan Program) and directed staff to prepare a resolution. • A Supplemental Budget Resolution has been drafted and can be adopted after the Downtown Grant and Loan Program is formally established. • A Downtown Grant and Loan Program Resolution has also been drafted. This resolution: (1) Establishes the program. Agenda Item Review: City Administrator _x City Attorney _x_ 1 Finance Urban Renewal Grant and Loan Program February 14, 2011 Page 2 (2) Adopts procedures and requirements. (3) Creates the Downtown Advisory Review Subcommittee, and (4) Authorizes an agreement with COG to provide loan officer services as it currently does for the City's Business Assistance Loan Program. DISCUSSION: Improving Woodburn's downtown area has been recognized as a priority for several years, dating back to 1997, with the adoption of the original Downtown Development Plan. Woodburn's Urban Renewal Plan provides the funding mechanism to implement the Storefront Improvement Grant and Building Rehabilitation Programs. The proposed Downtown Grant and Loan Program carries out the intent of the Urban Renewal Plan. Downtown Grant and Loan Program Drafts of the documents that will be used to implement the Downtown Grant and Loan Program are attached. Woodburn's program will be similar to those already existing in several Oregon urban renewal agencies. Grants will be available for up to $10,000 for exterior renovations and up to $5,000 for interior renovations. All grants require equal matching contributions. Grant funds are paid out by the Urban Renewal Agency only after the project is finished and the necessary receipts are submitted. If the proposed property improvement is not accomplished within a one year period, the grant is forfeited unless the Urban Renewal Agency Board votes to grant an extension. City staff will administer the grant program. Loans will be available to property owners in amounts not to exceed $25,000 and must be used exclusively for the improvement of the property as described in the loan application. In addition to the Loan Agreement, a Promissory Note secured by a Trust Deed against the property will be required. Interest on the loan shall accrue at the rate of zero percent (0%) from the date of the Note through the twenty-fourth (24th) month; two percent (2%) from the 25th month through the 60th month; and five percent (5%) from the 61 It month through the 120th month. These loans are similar to Housing Rehabilitation and Business Assistance Loans and require the property owner to maintain ownership for the 2 Urban Renewal Grant and Loan Program February 14, 2011 Page 3 life of the loan. A loan origination fee will be charged and the loan will be administered by COG. Supplemental Budget From time to time during the fiscal year, staff identifies necessary changes to the adopted budget as new information becomes available. ORS 294.480 allows the governing body to adopt a supplemental budget under certain conditions or when an unanticipated `event' occurs. When those changes in the original budget via the supplemental budget exceed 10% of the original appropriation in any one fund a public hearing must be held to discuss the changes and to receive public input. During the 2010-2011 budget process the Urban Renewal Agency Budget Committee directed staff to identify projects that the Urban Renewal Agency (URA) could undertake during the 2010-2011 fiscal year. Staff has identified the Downtown Grant and Loan Program that can be funded via the current amount held in contingency in the URA Fund. The proposed program anticipates six downtown business exterior and interior matching grants in the amounts of $10,000 and $5,000, respectively. In addition, small business loans up to $25,000 will be made available to downtown businesses. A total of six small business loans will be made available. The total cost of the program for 2010-2011 is estimated to be $240,000 ((15,000 x 6) + (25,000 x 6)). In addition, $6,500 was charged to the Other Professional Services line item to fund the Woodburn Locomotive Park painting project and needs to be reimbursed. Due to the unique funding mechanisms for URAs, debt is required by state statute to fund proposed URA projects. Debt will be obtained and retired in the same fiscal year in order to comply with this requirement in an amount not to exceed $250,000. FINANCIAL IMPACT: The contingency balance in the URA Fund is $934,330. Staff is requesting a supplemental budget in the amount of $240,000 (not to exceed $250,000) to fund the URA Grant and Loan program via a short term loan. In addition a 9 Urban Renewal Grant and Loan Program February 14, 2011 Page 4 transfer of $246,500 is requested from the URA contingency to retire the short term loan in the amount of $240,000 and $6,500 to reimburse the Other Professional Services line item for the Woodburn Locomotive Park painting project. This will reduce the contingency to $687,830 (or 44.5% of the adopted budget). Attachments: A. Procedures B. Program Requirements C. Property Owner's Authorization D. Application E. Checklist F. Grant Agreement G. Loan Agreement H. Promissory Note I. Trust Deed I Proposed Agreement with COG EI Attachment A Woodburn Urban Renewal Agency Downtown Grant and Loan Program Procedures 1) The applicant, prior to applying for the Downtown Grant and Loan Program, will meet with staff to discuss proposed improvement plans to determine consistency with the program. Application materials and submittal requirements will also be explained. 2) Upon submittal, and the availability of funds, the application will be evaluated and it will be determined if all the necessary information has been submitted. The applicant will be notified of any deficiencies in the submittal. 3). A report will be prepared for the Downtown Advisory Review Subcommittee (consisting of two Woodburn Urban Renewal Agency Board members and one citizen member) on the proposed application. 4) The Subcommittee will meet to review the application and recommend to the Urban Renewal Agency Board whether to approve the proposal as submitted, deny the proposal or make recommendations for alterations to the design and/or construction. 5) The Subcommittee will consider the following criteria in evaluating the application: • That the property is within the Urban Renewal & Downtown Development and Conservation (DDC) District • That the proposal complies with the downtown architectural design standards • That the project encourages greater marketability of the downtown area • That the proposal will complement the existing historic downtown core • That the project design works toward restoring the building as closely to its original design as possible • That building interiors are improved with a focus on addressing code -related improvements • That the project is in the public interest 6) The Urban Renewal Agency Board shall review the application and consider the Subcommittee's recommendation at a regularly scheduled meeting. 7) The applicant shall be notified of the meeting and advised of the Urban Renewal Agency Board's decision in writing. 8) Upon approval by the Urban Renewal Agency Board, the applicant will enter into an agreement with the Woodburn Urban Renewal Agency for the proposed improvements. 9 9) Upon conclusion of the project, the applicant shall request an inspection of the completed project and present documentation acceptable to the Agency, showing that all work was completed as per the agreement. 10) Invoices must be submitted for reimbursement. No grant money will be disbursed until the project is completed and approved by the Agency. Urban Renewal Grant & Loan Program Map Urban Rea wal GrEint L )Eia Pwpram r i L Ar V i �a f fr: f f fr: s _ ......_� s •r s„ PX,r,,,,• PJ Attachment B Woodburn Urban Renewal Agency Downtown Grant and Loan Requirements Program Requirements 1) Projects must be located within the Urban Renewal & Downtown Development and Conservation Districts as identified below. 2) The applicant, after meeting with staff to discuss the proposed project, shall submit a completed Downtown Grant and Loan application and all supplemental materials provided. 3) Projects assisted by this program are to be rehabilitation and renovation projects showing significant improvement to the property and must be compatible with the downtown streetscape. 4) Exterior projects shall: • Comply with the City of Woodburn Downtown Architectural Design and Signage Standards. • Shall work towards restoring the building as closely to its original design as possible. • Shall be designed, constructed, and maintained to compliment and accept the architectural features of the building. All accessories, signs, awnings, etc. shall likewise compliment the overall character of the building. 5) Grants are available for up to $10,000 for exterior renovation and up to $5,000 for interior renovation. 6) Loans are available to property owners in amounts up to $25,000 and are secured by a Trust Deed in the amount of the loan. 7) Applications may be made for a combination of grant and loan funds. Eligible Projects: The following list is not exhaustive, but covers the majority of types of exterior projects that are eligible: _ADA accessibility —Awnings/canopies _Code deficiencies _Cornices _Design & architectural services (up to $1,000) _Electrical _Energy efficient upgrades (some restrictions apply) _Environmental remediation _Exterior lighting _Exterior painting and cleaning 7 _Gutters & downspouts _HVAC _Perm its _Plumbing _Seismic _Storefronts —Re -pointing _Replacement of missing decorative features _Removal of non -historic materials or additions _Roofing Windows Ineligible Activities: _Administrative costs or payments to borrower for direct labor costs _Building acquisition _Improvements to non-public faces of buildings _Inventory or other working capital _Landscape improvements _ Property maintenance _ Work (wages) not performed by a licensed contractor 8) There is a 50/50 match requirement required for the Grant program. Invoices must be submitted for reimbursement. No grant money will be disbursed until the project is completed and is approved by the Agency. 9) Grant and loan funds cannot be used for any work commenced or completed prior to project approval. 10) Grant and loan funds may be used for materials and services provided by licensed contractors. 11) All necessary building, electrical, plumbing permits must be obtained and work inspected and approved. 12) Grants and loans are dependent upon the availability of funds and must be reviewed and approved by the Downtown Advisory Review Subcommittee and the Urban Renewal Agency Board. 13) Projects shall be completed within one year of approval in order to be eligible for reimbursement. Grants provide for a single payment after receipts are provided and all completed work is accepted by the City. 14) The Urban Renewal Agency Board may grant one 6 month extension for work to be completed under this program. The applicant must submit a written request for the extension and provide justification for the Board's consideration. 15) All work will be done by licensed contractors and the applicant needs to provide at least three bids for every aspect of work greater than $2,500. :l L."I Urban Renewal Grant & Loan Program Map Attachment C Woodburn Urban Renewal Agency Downtown Grant and Loan Program Property Owner's Authorization for Completion of Improvement Date: City of Woodburn Economic and Development Services 270 Montgomery Street Woodburn, OR 97071 Attention: Jim Hendryx Dear Mr. Hendryx This letter will serve as my authorization to allow my tenant, Name Address to proceed with an improvement to the building(s) located at the address specified above in conjunction with the City of Woodburn Downtown Grant and Loan Program. I acknowledge and agree that payment of all costs associated with the proposed improvements will be the sole responsibility of the tenant, and that the Woodburn Urban Renewal Agency shall have no obligation to pay any persons providing materials or performing labor or to cause the release of any mechanics or other liens that may be recorded against the above property in connection with the proposed improvements. Building Owner Address 10 Phone Attachment D Woodburn Urban Renewal Agency Downtown Grant and Loan Program Application Exterior Grant Interior Grant Loan 1. Applicant Name Address: Wk. Phone:_ Legal Form Hm Phone: Cell Phone: Sole Proprietorship_ Partnership_ Corporation _ Profit Social Security Number/Tax ID Number 2. Building or Business to be rehabilitated: Name: Address: Tax Map/Lot Number: 3. Owner of Property Name: Address: Phone: Property Owner's Signature: 4. Loan Program - Give a brief description of the overall proposed improvements and how loan funds will be used to improve the property. Loan amount: $ Estimated total cost of improvements: $ Percentage of loan to total project costs: % 5. Exterior Grant Program - Give a brief description of the proposed exterior improvements and a description of how the project complies with the Downtown Architectural Design Standards Grant amount: Total estimated cost of all work: Percentage of grant to total project costs: 11 7 6. Interior Grant Program - Give a brief description of the proposed interior improvements and how this work addressed code related improvements? Grant amount: Estimated cost of all improvements: Percentage of grant to total project costs 7. The Woodburn Urban Renewal Board will review the proposed redevelopment improvements and advise the applicant of the status or make recommended changes. CERTIFICATION BYAPPLICANT The applicant certifies that all information provided in this application is true and complete to the best of the applicant's knowledge and belief. If the applicant is not the owner of the property to be rehabilitated, or if the applicant is an organization rather than an individual, the applicant certifies that he/she has the authority to sign and enter into an agreement to perform the proposed work on the building. Evidence of this authority must be attached. Applicant Signature: Return Application To: James N.P. Hendryx Economic & Development Services 270 Montgomery St. Woodburn, OR 97071 12 Date: Attachment E Woodburn Urban Renewal Agency Downtown Grant and Loan Program Checklist Please submit this checklist as part of your application: General: Paint: Awnings: Application Current photograph of property to be improved Written description of proposed improvements, how funds will be used to improve the property, including all materials, and paint colors Exterior Grant requests — give description of the proposed exterior improvements and a description of how the project complies with the Downtown Architectural Design Standards Interior Grant requests - give a description of the proposed interior improvements and how this work addressed code related improvements Provide samples of the colors chosen and mark which color will be the body color and which will be the accent colors Note where each color will be used Provide information about the color and style of awning chosen Note where the awnings will be placed on the building Major Facade Alterations: Signs: Provide a rendering of major changes, including paint and awning colors, where applicable Provide a color rendering of the design chosen Include specifications as to the size and width of the sign Note how and where the sign will be hung on the building Submit two written estimate from sign companies Projects costing over $2,500 require submittal of three estimates All Projects Proposed by Tenants: 13 To be eligible for the grant, tenants need to provide written authorization for the work from the property owner and a copy of a lease agreement Return Application, supplemental materials and Checklist To: James N.P. Hendryx Economic & Development Services 270 Montgomery St. Woodburn, OR 97071 14 10 GRANT AGREEMENT ATTACHMENT F Page / of V Woodburn Urban Renewal Program THIS AGREEMENT is between the Woodburn Urban Renewal Agency ("Grantor") and property ("the Property") located at legally described as follows: ("Grantee"). Grantee intends to make improvements to real RECITALS in Woodburn, OR, which is A. Grantor has established a Downtown Woodburn Grant Program ("the Program") to encourage property and/or business owners to improve their buildings as a means of upgrading the physical characteristics of Woodburn and improve the value of buildings by preserving the thriving historic character of the downtown. B. Grantor has elected to utilize tax increment funds as the funding source for the Program in the best interest of the public for the control and prevention of blight, dilapidation and deterioration. C. Grantor shall reimburse Grantee fifty percent (50%) of the cost of eligible interior and exterior improvements to commercial establishments within the Urban Renewal and Downtown Development and Conservation Districts ("the Districts") in amounts not to exceed $5,000 for interior improvements and $10,000 for exterior improvements. D. Grantee's property is located within the Districts and Grantee wants to participate in the Program pursuant to the terms of this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated by this reference, the parties hereto agree as follows: 1. Grantee's Authority to Complete Improvement. Grantee represents that he/she is the owner of record of the Property or that he/she has obtained the Property owner's written authorization to cause the repairs or improvements to be made. 2. Construction of Improvement. Grantee agrees to construct the improvement as shown on the plans, design drawings, specifications, and estimates approved by Grantor. Such plans, design drawings, specifications, and estimates are attached as Exhibit "A". Grantor will periodically review the progress of the contractor's work on the improvement pursuant to this Agreement. All work which is not in conformance with the approved plans, design drawings, and specifications shall be immediately corrected by Grantee and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings, and specifications. Grant Agreement - Page 1 of 4 15 ATTACHMENT _F_ Page z of _ I 3. Improvement Reimbursement. Grantor shall reimburse Grantee for interior improvements to the Property at the rate of fifty percent (50%) of their costs not to exceed a maximum amount of $5,000. Grantor shall reimburse Grantee for exterior improvements to the Property at the rate of fifty percent (50%) of their costs not to exceed a maximum amount of $10,000. Improvement costs that are eligible for Grantor reimbursement include all labor, materials, equipment, and other contract items necessary for the proper execution of the work. 4. Reimbursement Procedure. Upon completion of the improvement and its final inspection and approval by Grantor, Grantee shall submit to Grantor a notarized contractor statement showing the full cost of the work as well as each separate component amount due to the contractor and every subcontractor involved in furnishing labor, materials, or equipment necessary to complete the improvement. In addition, Grantee shall submit to Grantor proof of payment of the contract cost pursuant to the contractor's statement and final lien waivers from all contractors and subcontractors. Grantor shall, within forty-five (45) days of receipt of the contractor's statement, proof of payment, and lien waivers, issue a check to Grantee. S. Failure to Complete Improvements. If Grantee or Grantee's contractor fails to complete the improvement provided for herein in conformity with the approved plans, design drawings, and specifications within one (1) year from the date of this Agreement ("the Improvement Completion Date") this shall result in a forfeiture of the grant and Grantor shall have no further financial obligation to Grantee under this Agreement. 6. Extension of Time to Complete Improvement. The Woodburn Urban Renewal Agency Board, at its sole discretion, may extend the Improvement Completion Date for an additional period of time not to exceed six (6) months pursuant to a written extension request that is received from Grantee prior to the occurrence of the Improvement Completion Date. 7. Maintenance of Improvement. Upon completion of the improvement and for a period of five (5) years thereafter, Grantee shall be responsible for properly maintaining said improvement in finished form and without change or alteration. Grantee shall not enter into any Agreement or take any other action to change or remove said improvement without the prior approval of Grantor, which shall not be unreasonably withheld. 8. Indemnification. Grantee shall hold harmless, defend, and indemnify the Woodburn Urban Renewal Agency, its officials, officers and employees from any and all claims, actions, suits, charges and judgments whatsoever, including reasonable attorney's fees, that arise out of Grantee's performance or nonperformance under this Agreement. 9. Nondiscrimination. Grantee shall comply with all applicable federal, state, and local laws, rules and regulations on nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, or disability. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Oregon. Grant Agreement - Page 2 of 4 16 11. 12. 13 Non -Assignment. Grantee shall not assign this Agreement. ATTACHMENT Page __'3 of Y_ Attorney Fees. In any action brought by either party under this Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorney fees in such action, or arbitration or appeal Notification. All correspondence and notices related to this Agreement shall be directed as follows: if directed to Grantor: City of Woodburn 270 Montgomery Street Woodburn, Oregon 97071 Attn: Jim Hendryx, Director of Economic and Development Services If directed to Grantee: 14. Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 15. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements, written and oral, between the parties. No modification of this Agreement shall be binding unless in writing and signed by both parties. Grant Agreement - Page 3 of 4 17 FOR GRANTOR: WOODBURN URBAN RENEWAL AGENCY By: Name: James N.P. Hendrvx Title: Economic and Community Development Director Date: State of Oregon County of Marion Subscribed and sworn to before me this day of Notary Public for Oregon FOR GRANTEE: By:_ Name: Title:_ Date State of Oregon County of Marion 2011. Subscribed and sworn to before me this day of 2011. Grant Agreement - Page 4 of 4 Notary Public for Oregon 18 ATTACHMENT f Page -,/ of ATTACHMENT LOAN AGREEMENT Pap I of Woodburn Urban Renewal Program THIS AGREEMENT is between the Woodburn Urban Renewal Agency ("Lender") and ("Borrower"). Borrower holds title to real property ("the Property") located at in Woodburn, OR, which is legally described as follows: RECITALS A. Lender has established a Downtown Woodburn Loan Program ("the Program") to encourage property and/or business owners to improve their buildings as a means of upgrading the physical characteristics of Woodburn and improve the value of buildings by preserving the thriving historic character of the downtown. B. Lender has elected to utilize tax increment funds as the funding source for the Program in the best interest of the public for the control and prevention of blight, dilapidation and deterioration. C. Borrower's property is located within the Districts and Borrower wants to participate in the Program pursuant to the terms of this Agreement. D. Borrower's project, ("the Project") for which the loan has been obtained is described as follows: AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated by this reference, the parties hereto agree as follows: 1. Borrower's Authority to Complete Improvement. Borrower represents that he/she is the owner of record of the Property. 2. Construction of Improvement. Borrower agrees to construct the improvement as shown on the plans, design drawings, specifications, and estimates approved by Lender. Such plans, design drawings, specifications, and estimates are attached as Exhibit "A". Lender will periodically review the progress of the contractor's work on the improvement pursuant to this Agreement. All work which is not in conformance with the approved plans, design drawings, and specifications shall be immediately corrected by Borrower and deficient or improper work shall be replaced and made to comply with the approved plans, design drawings, and specifications. Loan Agreement - Page 1 of 5 19 ATTA HMENT G- pa�:)- of 7�- 3. Loan. Subject to the terms and conditions of this Agreement, Lender agrees to make a loan ("the Loan") to Borrower in a principal amount of to be used by Borrower exclusively for the Project. A loan fee in the amount of ($ ) shall be paid to Lender by Borrower and shall be collected upon disbursal of the Loan proceeds. 4. Promissory Note. The Loan shall be made against, evidenced by and repayable as an interest bearing loan, in accordance with a Promissory Note ("the Note") of Borrower, payable to the order of Lender in the principal amount of , which is executed simultaneously with this Agreement. 5. Trust Deed. The Note is secured by a Trust Deed, which is executed simultaneously with this Agreement. 6. Borrower's Representations and Warranties. 6.1 Borrower is a legal entity duly organized and validly existing under the laws of Oregon and has full power and authority to transact the business in which it is engaged, and full power, authority and legal right to make this Agreement, Note, and Trust Deed and to incur and perform its obligations hereunder and under the Note. 6.2 The making and performance by Borrower of this Agreement, Note and Trust Deed and the borrowing by Borrower hereunder (a) have been duly authorized by necessary action of the Borrower, (b) do not violate any provision of any applicable law, rule, regulation or order of any court, regulatory commission, board or other administrative agency or any provision of Borrower's corporate agreement and (c) do not result in the creation of any lien to any other indenture, bank or other credit agreement, mortgage or other agreement of instrument to which Borrower is a party. 6.3 This Agreement, Note, and Trust Deed have been duly executed and delivered by Borrower and will continue the legal, valid and binding obligation of Borrower, enforceable in accordance with their terms subject to the laws of bankruptcy, insolvency or other similar laws affecting the enforcement of creditor's rights generally. 6.4 Since Borrower applied to Lender for the Loan, there has been no material adverse change in the financial condition of Borrower. 6.5 No representation or warranty by Borrower in this Agreement or on any written statement, including information, data, exhibits and other materials submitted in connection with the Loan, furnished to Lender pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, when taken together, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make statements not misleading. 6.6 There is no action, suit, proceeding, or investigation pending or threatened against Borrower which would, if adversely determined, have a material adverse effect on the financial Loan Agreement - Page 2 of 5 20 ATTACHMENT Page 3 of condition or business of Borrower or on the ability of Borrower to perform its obligation under this Agreement, Note, or Trust Deed. 7. Covenants of Borrower. Borrower covenants and agrees to: 7.1 Furnish to Lender Project status information while any amount on the Note is outstanding. 7.2 Use the loan funds exclusively for this Project as described in this Agreement. 7.3 Comply with the requirements of all applicable federal, state and local laws, regulations and orders of any governmental authority at all times in the performance of the Project. 7.4 Maintain records of Project construction under this Agreement for a period of not less then three (3) full years following the payment of the Note. Borrower will permit Lender and its agents to review its books of accounts and records with respect to the receipt and disbursement of funds received from Lender. 8. Events of Default. The following "Events of Default" entitle Lender to, after a thirty (30) day written notice to Borrower, declare the entire indebtedness to be immediately due and payable. 8.1 Borrower or Borrower's contractor fails to complete the Project provided for herein in conformity with the approved plans, design drawings, and specifications within one (1) year from the date of this Agreement ("the Project Completion Date"). 8.2 Borrower causes or allows the unauthorized sale, transfer, assignment or refinancing, or attempts to sell, transfer, assign or refinance any interest in the Property without prior written authorization from Lender. 8.3 Borrower defaults in the performance of any material covenant or provision contained herein; or 8.4 Borrower fails to pay any amount due as principal or interest on the date required under the Note; or 8.5 Borrower seeks an order of relief under the Federal Bankruptcy laws; or 8.6 Borrower becomes insolvent; or 8.7 A state or federal tax lien is filed against the assets of Borrower. 9. Extension of Time to Complete Project. The Woodburn Urban Renewal Agency Board, at its sole discretion, may extend the Project Completion Date for an additional period of time not to exceed six (6) months pursuant to a written extension request that is received from Borrower prior to the occurrence of the Project Completion Date. 10. Maintenance. Upon completion of the project and for a period of five (5) years thereafter, Borrower shall be responsible for properly maintaining said improvement in finished form and Loan Agreement - Page 3 of 5 21 ATTACHMENT Er. Page �[ _ of _�_ without change or alteration. Borrower shall not enter into any Agreement or take any'ot er action to change or remove said improvement without the prior approval of Lender, which shall not be unreasonably withheld. 11. Indemnification. Borrower shall hold harmless, defend, and indemnify the Woodburn Urban Renewal Agency, its officials, officers and employees from any and all claims, actions, suits, charges and judgments whatsoever, including reasonable attorney's fees, that arise out of Borrower's performance or nonperformance under this Agreement. 12. Nondiscrimination. Borrower shall comply with all applicable federal, state, and local laws, rules and regulations on nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, or disability. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Oregon. 14. Non -Assignment. Borrower shall not assign this Agreement. 15. Attorney Fees. In any action brought by either party under this Agreement, the losing party shall pay to the prevailing party a reasonable sum for attorney fees in such action, or arbitration or appeal 16. Notification. All correspondence and notices related to this Agreement shall be directed as follows: If directed to Lender: City of Woodburn 270 Montgomery Street Woodburn, Oregon 97071 Attn: Jim Hendryx, Director of Economic and Development Services If directed to Borrower: 17. Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 18. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements, written and oral, between the parties. No modification of this Agreement shall be binding unless in writing and signed by both parties. Loan Agreement - Page 4 of 5 22 FOR GRANTOR: WOODBURN URBAN RENEWAL AGENCY By: Name: James N.P. Hendryx Title: Economic and Community Development Director Date: State of Oregon County of Marion Subscribed and sworn to before me this day of , 2011. Notary Public for Oregon FOR GRANTEE: By:_ Name: Title: Date: State of Oregon County of Marion Subscribed and sworn to before me this day of , 2011. Loan Agreement - Page 5 of 5 Notary Public for Oregon 23 ATTACHMENTS pap _Z?— of _15— Amount ATTACHMENT PROMISSORY NOTE Pap I of 2 Urban Renewal Loan Program Date FOR VALUE RECEIVED, ("Borrower") unconditionally promises to pay to the order of the Woodburn Urban Renewal Agency, ("Lender") the sum of with interest thereon at the rate of zero percent (0%) from the date of this Note through the twenty-fourth (24th) month; interest at two percent (2%) from the 25th month through the 601h month; interest at five percent (5%) from the 61St month through the 120th month. Payments will be made monthly beginning on with the full amount of principal and interest due and payable on or before . An Amortization Schedule is attached to this Note and incorporated herein. If any monthly installment under this note is not paid when due and remains unpaid after thirty (30) days, the entire principal amount outstanding hereunder and accrued interest thereon shall at once become due and payable at the option of Lender. Borrower may prepay the entire Loan Balance due Lender (i.e., make payment prior to the time it is due) without penalty; however, only a prepayment of the entire loan balance is allowed under this Note. The occurrence of any of the following events shall constitute a Default by Borrower under the terms of this Note: 1. Borrower or Borrower's contractor fails to complete the Project specified in the Loan Agreement within one (1) year from the date of the Agreement. 2. Borrower defaults in the performance of any material covenant or provision of the Loan Agreement; or 3. Borrower fails to pay any amount due as principal or interest on the date required under the Note; or 4. Borrower seeks an order of relief under the Federal Bankruptcy laws; or 5. Borrower becomes insolvent; or 6. A state or federal tax lien is filed against the assets of Borrower. If Default occurs, the outstanding balance of this Note, including principal, interest and other charges, if any, shall, at the option of Lender, become immediately due and payable. Failure or delay of Lender to exercise any remedy available to it under the terms of this Note shall not constitute a waiver of that remedy. To the extent permitted by Oregon law, the prevailing party in any dispute arising from this Note shall be entitled to recover from the other its reasonable attorney fees, expenses, and costs at trial and on Promissory Note - Page 1 of 2 24 ATTACHMENT— i Pap Z of Z appeal. This Note is made with reference to, and is to be construed in accordance with, the laws of the State of Oregon without regard to principles of conflicts of law. This Note is executed simultaneously with the Loan Agreement and is secured by a Trust Deed. All parties to this Note hereby waive presentment, dishonor, notice of dishonor, and protest. By: Title Promissory Note - Page 2 of 2 25 Date: Loan #: AFTER RECORDING RETURN TO: Mid -Willamette Valley Council of Governments 105 High Street S.E. Salem, OR 97301-3667 Grantor's Name and Address: Woodburn, OR 97071 Beneficiary's Name and Address: Woodburn Urban Renewal Agency 270 Montgomery Street Woodburn, OR 97071 TRUST DEED office ATTACHMENT ..L papI of r THIS TRUST DEED is made this day of 2011, between (hereinafter called the "Grantor") and (hereinafter called "Trustee") and the Woodburn Urban Renewal Agency (hereinafter called "Beneficiary"). The Grantor, in consideration of Dollars*** ($ ) conveys to the Trustee in trust, with power of sale, the following real property ("the Property") situated in the County of Marion, State of Oregon, and described as follows: (COG to provide legal description) Situs Address as disclosed by Marion County Tax Roll: Woodburn, Oregon. 97071 Real Property Tax Account TO SECURE repayment of the indebtedness evidenced by Grantor's Promissory Note dated in the principal sum of Dollars (U.S. $ ) ("the Note"); the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Trust Deed; and the performance of the covenants and agreements of Grantor herein contained. The terms of the Note are incorporated herein by reference and Loan number ("the Loan"). The maturity date of this Trust Deed shall be upon the sale or transfer of the property or any other Events of Default stated herein, whichever one occurs first. This Trust Deed shall further secure the payment of any additional money, if any, as may be loaned hereafter by the Beneficiary to the Grantor or others having an interest in the above described property, as may be evidenced by an Additional Advance Note or Notes. This use of the term "Note" hereinafter shall be construed to include any additional Advance Note or Notes unless the context otherwise indicates. 1. Payment of Indebtedness and Other Obligations. Grantor shall promptly pay when due the indebtedness evidenced by the Note, together with other charges and fees, as provided herein and in the Note. 2. Property. Grantor covenants that Grantor holds good and merchantable title to the Property, is seized of the estate hereby conveyed and has the right to grant and convey the Property, and that the Property is unencumbered, except for encumbrances of record. Grantor covenants that Grantor warrants and will defend the title to the Property against all claims and demands, subject to encumbrances of record. 3. Representations, Warranties and Covenants. As a condition to the Loan secured by this Trust Deed and evidenced by the Note, Grantor makes the following representations of fact and intent to the Beneficiary as of the date of the Note and this Trust Deed and covenants as follows: (a) Grantor will own the Property for the life of the Loan. (b) Grantor intends to or has used all the Loan proceeds for the improvement to the Property as described more specifically in Grantor's application to Beneficiary's Downtown Loan Program. (c) Grantor shall execute, acknowledge, and deliver, from time to time, such further instruments as Beneficiary or Trustee may require to accomplish the purposes of this Trust Deed. Trust Deed 26 Page t of 5 Loan #: ATTACHMENT page 2 of -5 (d) (d) Grantor represents, warrants, and covenants that the Property is currently in material compliance with, and will at all times be maintained in material compliance with, all applicable laws, and all covenants, conditions, easements, and restrictions affecting the Property. (e) Grantor shall not initiate or consent to any rezoning of the Property or any change in any covenant or other public or private restrictions limiting or defining the uses that may be made of the Property without the prior written consent of Beneficiary. Grantor will keep the Property and any building thereon insured in favor of the Beneficiary against loss or damage by fire, with extended coverage, in the sum of Dollars ** ($ ) with a company acceptable to the Beneficiary, and will name Beneficiary as an additional insured as their interest may appear. 4. Protection of Beneficiary's Security. If Grantor fails to perform the covenants and agreements contained in this Trust Deed, or if any action or proceeding is commenced which materially affects Beneficiary's interest in the Property, then Beneficiary, at Beneficiary's option, may make such appearances, disburse such sums, including reasonable attorneys' fees, and take such action as is necessary to protect Beneficiary's interest. Any amounts disbursed by Beneficiary pursuant to this paragraph, together with interest thereon which shall accrue at the Note rate from the date of payment, shall become additional indebtedness of Grantor secured by this Trust Deed. Unless Grantor and Beneficiary agree to other terms of payment, such amounts shall be payable upon notice from Beneficiary to Grantor requesting payment thereof. Nothing contained in this paragraph shall require Beneficiary to incur any expenses or take any action hereunder. 5. Inspection. Beneficiary may make or cause to be made reasonable entries upon and inspections of the Property, provided that Beneficiary shall give Grantor notice prior to any such inspection specifying reasonable cause therefore related to Beneficiary's interest in the Property. 6. Condemnation: The proceeds of any award or claim for damages, direct or consequential, in connection with any condemnation or other taking of the Property, or part hereof, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Beneficiary, subject to the terms of any mortgage, Trust Deed or other security agreement which has priority over this Trust Deed. 7. Grantor Not Released; Forbearance by Beneficiary Not a Waiver. Extension of the time for payment of the sums secured by this Trust Deed granted by Beneficiary to any successor in interest of Grantor shall not operate to release, in any manner, the liability of Grantor and Grantor's successors in interest. Beneficiary shall not be required to commence proceedings by this Trust Deed by reason of any demand made by the Grantor and Grantor's successors in interest. Any forbearance by Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. S. Loan Agreement. Grantor shall fulfill all of Grantor's obligations under the Loan Agreement which Grantor enters into with Beneficiary. Beneficiary, at Beneficiary's option, may require Grantor to execute and deliver to Beneficiary, in a form acceptable to Beneficiary, an assignment of any rights, claims or defenses which Grantor may have against parties who supply labor, materials or services in connection with improvements made to the Property. 9. Transfer of the Property. If all or any part of the Property or any interest in it is sold, assigned, refinanced, transferred or otherwise conveyed without Beneficiary's prior written consent, Beneficiary may, at its option, require immediate payment in full of all sums secured by this Trust Deed. 10. Events of Default: The following shall constitute Events of Default: (a) If Grantor defaults under the Note. (b) If Grantor causes or allows the unauthorized sale, transfer, assignment or refinancing, or attempts to sell, transfer, assign or refinance any interest in the Property without prior written authorization from Beneficiary. (c) If Grantor fails to use the Loan proceeds for the improvement to the Property as described more specifically in Grantor's application to Beneficiary's Downtown Loan Program. (d) If Grantor uses the Property, or allows anyone else to use the Property, in a way that is not permitted under this Trust Deed. (e) If Grantor fails to maintain the Property as required in this Trust Deed, (f) If the Property is taken by execution of a judgment or any other process of law, or if Grantor becomes unable, or admits in writing that it is unable, to pay debts as they mature, or if Grantor files or has filed against it a voluntary or involuntary petition in bankruptcy, or if Grantor makes a general assignment for the benefit of creditors, or if Grantor is adjudicated bankrupt or insolvent. (g) Any representation, warranty, or information furnished by or on behalf of Grantor to Beneficiary in or in connection with the Loan or any audits thereof is deemed false, incomplete or misleading in any material respect thereof. Trust Deed 27 Page 2 of 5 Loan #: ATTACHMENT pap of -�-- (h) If Grantor is in default beyond the applicable grace period on any other obligation owed by Grantor to any third party, if such obligation is secured by all or any portion of the Property. (i) If Grantor fails to timely perform in any material way any provision of this Trust Deed, other than those listed in subsections a through h above. In such case, except as provided above, Beneficiary shall, prior to acceleration, give notice to Grantor as provided in this Trust Deed specifying: (1) The breach; (2) The action required to cure such breach; (3) A date, not less than 10 days from the date the notice is mailed to Grantor, by which such breach must be cured; and (4) That failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Trust Deed and sale of the Property. This notice shall further inform Grantor of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Grantor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, Beneficiary, at Beneficiary's option, shall have the right to pursue any of the remedies listed below without further demand. 11. Remedies on Default: Beneficiary has the right to exercise the following remedies upon any event of Default: (a) Declare all the amounts secured under this Trust Deed immediately due and payable. (b) Assign its interest to the Trustee who shall have the right to foreclose by notice and sale, or foreclose by judicial foreclosure itself, as the law allows. (c) If Beneficiary forecloses by judicial foreclosure, it will be entitled to a judgment that requires Grantor to pay any amount that Grantor owes according to this Trust Deed. (d) If Grantor remains in possession of the Property after Beneficiary is entitled to possess it, or after it has been sold, then Grantor will become a tenant at will and will have to pay rent to Beneficiary or the new owner. (e) The Trustee and Beneficiary shall have any other right or remedy allowed under the Note, this Trust Deed, or at law, or in equity. If Beneficiary invokes the power of sale, Beneficiary reserves the right to execute or cause Trustee to execute a written notice of the occurrence of an Event of Default and of Beneficiary's election to cause the Property to be sold and cause such notice to be recorded in the county in which the Property is located. Beneficiary or Trustee shall give notice of sale in the manner prescribed by applicable law to Grantor and to the other persons prescribed by applicable law. After the lapse of such time as may be required by applicable law, Trustee, without demand on Grantor, may sell the Property at public auction to the highest bidder at the time and place and under the terms designated in the notice of the sale. Trustee may postpone sale of the Property by public announcement at the time and place of any previously scheduled sale. Beneficiary or Beneficiary's designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property so sold without any covenant or warranty, expressed or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs and expenses of the sale, including, but not limited to, reasonable Trustee's and attorneys' fees and costs of title evidence; (b) to all sums secured by this Trust Deed; and (c) the excess, if any, to the person or persons legally entitled thereto. It is understood and agreed that all of the Beneficiary's rights under this Trust Deed are subordinate in all respects to the original rights of the first mortgagee and note holder who financed the purchase of the Property by Grantor and who, to the extent of that original mortgage, is in a first lien position (herein "First Mortgagee"). Beneficiary's rights shall not be subordinate to any other mortgagee, including but not limited to a mortgagee seeking to replace First Mortgagee through a refinancing by Grantor. 12. Default Interest. During any period in which the Grantor is in default hereunder, the Loan will bear interest on the unpaid balance thereof at the rate of ten percent (10%) per annum 30 days after the date on which a Notice of Default is delivered or mailed to Grantor unless the Note Holder specifies otherwise in writing. At the discretion of the Note Holder, any default interest may be added to the principal balance of the Loan. 13. Post Judgment Interest. The Loan will bear interest on the unpaid balance thereof at the rate of twelve percent (12%) per annum immediately upon the issuance of any judgment or other decree in favor of the Note Holder or Beneficiary in the exercise of their remedies under this Trust Deed or the Note. 14. Grantor's Right to Reinstate. Notwithstanding Beneficiary's acceleration of the sums secured by this Trust Deed due to Grantor's breach, Grantor shall have the right to have any proceedings begun by Beneficiary to enforce this Trust Deed discontinued at any time prior to the earlier of: (a) five days (or Trust Deed 28 Page 3 of 5 Loan #: ATTACHMENT -T Page I t_ of .5 such other period as applicable law may specify for reinstatement) before sale of the Property pursuant to the power of sale contained in this Trust Deed or (b) entry of a judgment enforcing this Trust Deed if: (i) Grantor pays Beneficiary all sums which would be then due under this Trust Deed and the Note had no acceleration occurred; (ii) Grantor cures all breaches of any covenants or agreements of Grantor contained in this Trust Deed or the Note; (iii) Grantor pays all reasonable expenses incurred by Beneficiary and Trustee in enforcing the covenants and agreements of Grantor contained in this Trust Deed, and in enforcing Beneficiary's and Trustee's remedies as provided herein, including, but not limited to, reasonable attorneys' fees; and (iv) Grantor takes such action as Beneficiary may reasonably require to assure that the lien of this Trust Deed, Beneficiary's interest in the Property and Grantor's obligation to pay the sums secured by this Trust Deed shall continue unimpaired. Upon such payment and cure by Grantor, this Trust Deed and the obligations secured hereby shall remain in full force and effect as if no acceleration had occurred. 15. Reconveyance. Upon payment of all sums secured by this Trust Deed, Beneficiary shall request Trustee to reconvey the Property and shall surrender this Trust Deed and the Note evidencing indebtedness secured by this Trust Deed to Trustee. Trustee shall reconvey the Property without warranty and without charge to the person or persons legally entitled thereto. Such person or persons shall pay all costs of recordation, if any. Such fees may include, but are not limited to, escrow, reconveyance, processing and recording fees. 16. Successor Trustee. In accordance with applicable law, Beneficiary may from time to time remove Trustee and appoint a successor Trustee to any Trustee appointed hereunder. Without conveyance of the Property, the successor Trustee shall succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. 17. Use of Property. The Property is not currently used for agricultural, timber or grazing purposes. 18. Indemnity. Grantor agrees to save, defend and to hold harmless Beneficiary, its employees, agents and assigns, from any and all claims, demands, damages, liabilities, and expenses arising out of Beneficiary's interest under this Agreement, including but not limited to attorneys' fees incurred by Beneficiary in enforcing its rights hereunder. As used in this Trust Deed and in the Note, "attorneys' fees" shall include attorneys' fees, if any, which shall be awarded by an appellate court. 19. Time is of the Essence. Time is of the essence with respect to all covenants and obligations Grantor has made. 20. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Grantor provided for in this Trust Deed shall be given by delivering it or by mailing such notice by certified mail addressed to Grantor at the Property Address, or at such other address as Grantor may designate by notice to Beneficiary as provided herein, and (b) any notice to Beneficiary shall be given by certified mail to Beneficiary's address stated herein, or to such other address as Beneficiary may designate by notice to Grantor as provided herein. Any notice provided for in this Trust Deed shall be deemed to have been given to Grantor or Beneficiary when given in the manner designated herein. 21. Governing Law; Severability. The state and local laws applicable to this Trust Deed shall be the laws of the jurisdiction in which the Property is located. The foregoing sentence shall not limit the applicability of federal law to this Trust Deed. In the event that any provision or clause of this Trust Deed or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Trust Deed or the Note which can be given effect without the conflicting provision, and to this end the provisions of this Trust Deed and the Note are declared to be severable. As used herein, "costs", "expenses" and "attorneys' fees" include all sums to the extent not prohibited by applicable law or limited herein. 22. Grantor's Copy. Grantor shall be furnished a conformed copy of the Note and this Trust Deed at the time of execution or after recordation hereof. ***SIGNATURES NEXT PAGE*** Trust Deed 29 Page 4 of 5 Loan #: Grantor(s): STATE OF OREGON ) ) ss County of ) ATTACHMENT Z page S of rte_ On the day of , 2011, before me, the undersigned Notary Public, in and for the County and State aforesaid, personally appeared the above-named who is known to me to be the identical individual who executed the within instrument, and acknowledged to me execution of said instrument freely and voluntarily. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year last above written. NOTARY PUBLIC FOR OREGON My commission expires on: STATE OF OREGON ) ) ss County of ) On the day of , 2011, before me, the undersigned Notary Public, in and for the County and State aforesaid, personally appeared the above-named who is known to me to be the identical individual who executed the within instrument, and acknowledged to me execution of said instrument freely and voluntarily. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year last above written. NOTARY PUBLIC FOR OREGON My commission expires on: Trust Deed 30 Page 5 of 5 ATTACHMENT J Page 1 of AGREEMENT FOR BUSINESS LOAN ASSISTANCE SERVICES THIS AGREEMENT, made and entered into, by and between the Mid -Willamette Valley Council of Governments, a voluntary intergovernmental association created by Charter and Agreement pursuant to ORS Chapter 190 (hereinafter "COG") and the Woodburn Urban Renewal Agency, an Oregon urban renewal Agency (hereinafter "Agency"). WITNESSETH: WHEREAS, Agency wants to establish a Business Loan Assistance Program and has a need for COG's services to administer said program; and WHEREAS, COG is able to provide such services to Agency; and NOW, THEREFORE, in consideration of the terms, conditions, compensation and performances contained herein, the parties hereto do mutually agree as follows: 1. Effective Date and Duration: This Agreement shall become effective on its execution by the parties. Unless terminated or extended, this Agreement shall expire when Agency accepts COG's completed performance or on June 30, 2012, whichever date occurs first. 2. Termination: This Agreement may be terminated at any time by mutual, written consent of the parties or for convenience by either party upon written notice to the other party of 30 calendar days. 3. Scope of Work: COG shall provide the following services for Agency's Business Loan Assistance program: A. Loan Packaging. This category of work includes meeting with potential borrowers, reviewing their loan application materials and credit history, determining eligibility and preparing a staff memo to Agency for final credit decision. B. Loan Closing. If the loan is approved by Agency, COG will prepare loan documents for final execution. C. Miscellaneous technical assistance that may include program policy development, loan collection or servicing assistance and training of Agency staff as requested. Page 1 of 4 — Agreement for Business Loan Assistance Program Council of Governments — Woodburn Urban Renewal Agency 31 ATTACHMENT Page 2 of� 4. Standard of Care: In the performance of its services, COG shall use that degree of care and skill ordinarily exercised under similar circumstances by entities performing similar services in the State of Oregon. 5. Payment: A. COG will be compensated on a transaction fee basis at the rate of 1.5% of the loan amount for any complete loan package prepared by COG staff and submitted to Agency for final disposition. The fee shall be due at the time the loan is closed. The minimum fee for such loans shall be $300. Any third party fees that may be required as a part of a transaction such as for recording fees, and shall be paid by the Agency. B. For any miscellaneous technical assistance that is not a part of loan packaging or loan closing COG shall be compensated at the rate of $75 per hour. C. COG shall provide monthly billing statements to Agency that clearly identify activities and hours charged. 6. Independent Contractor. COG states and affirms that it is acting as an independent contractor, holding itself out to the general public as an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. Agency is interested only in the results to be achieved; all conduct and control of the work will lie predominantly with COG. COG is not to be considered an agent or employee of Agency for any purpose, and the employees of COG are not employees of Agency nor entitled to any of the benefits that Agency provides its employees. 7. Indemnification. Agency agrees to indemnify and save harmless COG, its officers, employees and agents from any and all claims, demands, suits and legal actions including appeals arising out of or in connection with Agency's performance of work or work product under this Agreement; provided, however, that Agency shall have no obligation with respect to any such claims, demand, suit or legal action which arises out of or in connection with decisions or directions made by COG concerning structure, standards or operational requirements of the program, or in connection with work product which has been modified without Agency's express authorization, or which has been used contrary to Agency's express instructions or for other than its intended purpose, if such modification or misuse is a substantial factor in causing the asserted loss or injury. Page 2 of 4 — Agreement for Business Loan Assistance Program Council of Governments — Woodburn Urban Renewal Agency 32 ATTACHMENT J Page 3 of 'q 8. Nondiscrimination. COG shall comply with all applicable federal, state, and local laws, rules and regulations on nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, or disability. 9. Governina Law. This Agreement shall be governed by and construed in accordance with the law of the State of Oregon. 10. Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 11. Assignment. Neither party shall assign the Agreement without written consent of the other. 12. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and supersedes all prior agreements, written and oral, between the parties. No modification of this Agreement shall be binding unless in writing and signed by both parties. 13. Notification. All correspondence and notices related to this Agreement shall be directed as follows: If directed to the Agency Woodburn Urban Renewal Agency 270 Montgomery Street Woodburn, Oregon 97071 Attn: Jim Hendryx, Director of Economic and Development Services If directed to the COG: Mid -Willamette Valley Council of Governments 105 High Street SE Salem, Oregon 97301-3667 Attn: Nancy J. Boyer, Executive Director Page 3 of 4 — Agreement for Business Loan Assistance Program Council of Governments — Woodburn Urban Renewal Agency 33 ATTACHMENT Page of— IN WITNESS WHEREOF, COG and Agency have, by approval of their respective governing bodies, caused this Agreement to be executed. MID -WILLAMETTE VALLEY COUNCIL OF GOVERNMENTS Nancy J. Boyer, Executive Director Date WOODBURN URBAN RENEWAL AGENCY Scott C. Derickson, City Administrator Date Page 4 of 4 – Agreement for Business Loan Assistance Program Council of Governments – Woodburn Urban Renewal Agency 0 URBAN RENEWAL RESOLUTION NO. 2011-01 A RESOLUTION ESTABLISHING A DOWNTOWN GRANT AND LOAN PROGRAM; ADOPTING PROCEDURES AND REQUIREMENTS; CREATING A DOWNTOWN ADVISORY REVIEW SUBCOMMITTEE; AND AUTHORIZING THE CITY ADMINISTRATOR TO ENTER INTO AN AGREEMENT WITH THE MID -WILLAMETTE VALLEY COUNCIL OF GOVERNMENTS TO ADMINISTER THE LOAN PROGRAM WHEREAS, the City adopted the Downtown Development Plan in 1997 which envisioned a series of improvements and actions intended to reinvigorate Woodburn's historic downtown; and WHEREAS, in 2001 the City created the Woodburn Urban Renewal Agency and adopted the Urban Renewal Plan, which further recognizes the importance of physically improving the appearance of the downtown; and WHEREAS, the Urban Renewal Plan calls for the creation of a Storefront Design and Improvement Program; and WHEREAS, the 2010 Downtown Development Plan Update also recognizes the need to reinvigorate downtown Woodburn and recommends leveraging urban renewal funds with private funds to create investment through a Downtown Grant and Loan Program; and WHEREAS, the City Council has already adopted and implemented a Business Assistance Loan Program, which is administered by the Mid - Willamette Valley Council of Governments (COG); and WHEREAS, the Urban Renewal Agency Board wants to adopt a similar program, which makes grants and loans available to businesses within the Woodburn Urban Renewal District; NOW, THEREFORE, THE WOODBURN URBAN RENEWAL AGENCY RESOLVES AS FOLLOWS: Section 1. The Downtown Grant and Loan Program is established as provided herein. Section 2. The Downtown Advisory Review Subcommittee is created and will consist of two (2) Urban Renewal Agency Board members and one (1) citizen member. The members of the subcommittee shall be approved by the Board. Page 1 - RESOLUTION NO. 2011-01 35 Section 3. The Downtown Grant and Loan Program Procedures and Requirements, which are attached hereto as Exhibit "A", are adopted for the administration of the program. Section 4. The City Administrator is authorized to enter into an agreement with the Mid -Willamette Valley Council of Governments to administer the loan program. Approved as to Form: City Attorney Passed by the Agency Submitted to the Chair Approved by the Chair Date APPROVED: Kathryn Figley, Chair ATTEST: Christina Shearer, City Recorder City of Woodburn, Oregon Page 2 - RESOLUTION NO. 2011 -01 0 EXHIBIT _,A_.— Page _1of Attachment A Woodburn Urban Renewal Agency Downtown Grant and Loan Program Procedures 1) The applicant, prior to applying for the Downtown Grant and Loan Program, will meet with staff to discuss proposed improvement plans to determine consistency with the program. Application materials and submittal requirements will also be explained. 2) Upon submittal, and the availability of funds, the application will be evaluated and it will be determined if all the necessary information has been submitted. The applicant will be notified of any deficiencies in the submittal. 3). A report will be prepared for the Downtown Advisory Review Subcommittee (consisting of two Woodburn Urban Renewal Agency Board members and one citizen member) on the proposed application. 4) The Subcommittee will meet to review the application and recommend to the Urban Renewal Agency Board whether to approve the proposal as submitted, deny the proposal or make recommendations for alterations to the design and/or construction. 5) The Subcommittee will consider the following criteria in evaluating the application: • That the property is within the Urban Renewal & Downtown Development and Conservation (DDC) District • That the proposal complies with the downtown architectural design standards • That the project encourages greater marketability of the downtown area • That the proposal will complement the existing historic downtown core • That the project design works toward restoring the building as closely to its original design as possible • That building interiors are improved with a focus on addressing code -related improvements • That the project is in the public interest 6) The Urban Renewal Agency Board shall review the application and consider the Subcommittee's recommendation at a regularly scheduled meeting. 7) The applicant shall be notified of the meeting and advised of the Urban Renewal Agency Board's decision in writing. 8) Upon approval by the Urban Renewal Agency Board, the applicant will enter into an agreement with the Woodburn Urban Renewal Agency for the proposed improvements. 37 EXHIBIT A Page ;Z Of 5 9) Upon conclusion of the project, the applicant shall request an inspection of the completed project and present documentation acceptable to the Agency, showing that all work was completed as per the agreement. 10) Invoices must be submitted for reimbursement. No grant money will be disbursed until the project is completed and approved by the Agency. Urban Renewal Grant & Loan Program Map Urban Renewal Grant & Loan Prograni M, ►��� 1,• a' ,��rli s 1 OWN4 city Of WOO&= Legnd 0 75 150 3ODFW S� A�TWM R.A." Ulb.X--t G.M&L�PMPWBO—ky 2 9.1 E)aaff A Page _.3 of 5 Attachment B Woodburn Urban Renewal Agency Downtown Grant and Loan Requirements Program Requirements 1) Projects must be located within the Urban Renewal & Downtown Development and Conservation Districts as identified below. 2) The applicant, after meeting with staff to discuss the proposed project, shall submit a completed Downtown Grant and Loan application and all supplemental materials provided. 3) Projects assisted by this program are to be rehabilitation and renovation projects showing significant improvement to the property and must be compatible with the downtown streetscape. 4) Exterior projects shall: • Comply with the City of Woodburn Downtown Architectural Design and Signage Standards. • Shall work towards restoring the building as closely to its original design as possible. • Shall be designed, constructed, and maintained to compliment and accept the architectural features of the building. All accessories, signs, awnings, etc. shall likewise compliment the overall character of the building. 5) Grants are available for up to $10,000 for exterior renovation and up to $5,000 for interior renovation. 6) Loans are available to property owners in amounts up to $25,000 and are secured by a Trust Deed in the amount of the loan. 7) Applications may be made for a combination of grant and loan funds. Eligible Projects: The following list is not exhaustive, but covers the majority of types of exterior projects that are eligible: _ADA accessibility —Awnings/canopies _Code deficiencies _Cornices _Design & architectural services (up to $1,000) _Electrical _Energy efficient upgrades (some restrictions apply) _Environmental remediation _Exterior lighting _Exterior painting and cleaning 0 EXHIBR Page -.Y— _Gutters & downspouts _HVAC _Permits _Plumbing _Seismic _Storefronts –Re -pointing _Replacement of missing decorative features _Removal of non -historic materials or additions _Roofing Windows Ineligible Activities: Administrative costs or payments to borrower for direct labor costs _Building acquisition _Improvements to non-public faces of buildings _Inventory or other working capital _Landscape improvements _ Property maintenance _ Work (wages) not performed by a licensed contractor 8) There is a 50/50 match requirement required for the Grant program. Invoices must be submitted for reimbursement. No grant money will be disbursed until the project is completed and is approved by the Agency. 9) Grant and loan funds cannot be used for any work commenced or completed prior to project approval. 10) Grant and loan funds may be used for materials and services provided by licensed contractors. 11) All necessary building, electrical, plumbing permits must be obtained and work inspected and approved. 12) Grants and loans are dependent upon the availability of funds and must be reviewed and approved by the Downtown Advisory Review Subcommittee and the Urban Renewal Agency Board. 13) Projects shall be completed within one year of approval in order to be eligible for reimbursement. Grants provide for a single payment after receipts are provided and all completed work is accepted by the City. 14) The Urban Renewal Agency Board may grant one 6 month extension for work to be completed under this program. The applicant must submit a written request for the extension and provide justification for the Board's consideration. 15) All work will be done by licensed contractors and the applicant needs to provide at least three bids for every aspect of work greater than $2,500. 4 Urban Renewal Grant & Loan Program Map 41 URBAN RENEWAL RESOLUTION NO. 2011-02 A RESOLUTION APPROVING TRANSFERS OF FY 2010-2011 APPROPRIATIONS AND APPROVING A SUPPLEMENTAL BUDGET. WHEREAS, ORS 294.450(1) permits "transfers of appropriations" within any fund "when authorized by official resolution or ordinance of the governing body"; and WHEREAS, ORS 294.450(2) limits "[t]ranfers of general operating contingency appropriations to no more than ten (10) percent of the total appropriations of the fund" unless adopted pursuant to a supplemental budget; and WHEREAS, transfers made pursuant to any of the above must state the need for the transfer, the purpose for the authorized expenditure, and the amount of the appropriation transferred; and WHEREAS, ORS 294.480(1) (a) permits supplemental budgets when "an occurrence of condition which had not been ascertained at the time of the preparation of a budget for the current year or current budget period which requires a change in financial planning"; and WHEREAS, ORS 294.480(4) requires the governing body to hold a public hearing on the supplemental budget "when the estimated expenditures contained in the supplemental budget for fiscal year or budget period differ by then (10) percent or more of any one of the individual funds contained in the regular budget for that fiscal year"; and WHEREAS, the following transfer is made pursuant to ORS 294.450; and WHEREAS, the following supplemental budget is made pursuant to ORS 294.480; and WHEREAS, a public hearing was held to discuss the supplemental budget changes pursuant to ORS 294.480(4); NOW, THEREFORE, THE WOODBURN URBAN RENEWAL AGENCY RESOLVES AS FOLLOWS: Section 1. That pursuant to the applicable ORS provisions cited above, the City Council hereby approves the transfers of appropriations and supplemental budget for FY 2010-2011 in the amounts listed in Exhibit "A." Page 1 - RESOLUTION NO. 2011-02 42 Approved as to Form: City Attorney Date APPROVED: Passed by the Agency Submitted to the Chair Approved by the Chair ATTEST: Christina Shearer, City Recorder City of Woodburn, Oregon Page 2- RESOLUTION NO. 2011-02 43 Kathryn Figley, Chair Woodburn Urban Renewal Agency 2010-2011 Supplemental Budget Exhibit A Fund Original Supplemental Revised General Loan Proceeds - (250,000) (250,000) Materials & Services 40,920 246,500 287,420 Debt Service 227,750 250,000 477,750 Contingency 934,330 (246,500) 687,830