Loading...
Agenda - 06/24/1996 Part BCOUNCIL PACKET JUNE. 24, 1996 PART "B" (Beginning with Business Item 1 l-F! 11F MEMO TO: FROM: City Council through City Administrator Public Works Program Manager ~ SUBJECT: Acquisition of Public Works Shop Facility DATE: June 19, 1996 RECOMMENDATION: Approve the three resolutions that are attached that enter into a lease purchase agreement with Mr. Rod Senter for a building at 121 "B" Street, a subtenancy agreement with Southern Pacific Transportation Company for a property on which a portion of the above building rests and a lease agreement with Willamette Valley Railway Company for use of city property. BACKGROUND: The city has been working on completing a lease purchase agreement for the building at 121 "B" street to be utilized as a public works shop facility. The process was complicated by a lease with Southern Pacific Transportation Company for land on which a portion of the above building is constructed and property needs of the Willamette Valley Railroad, a short line operator, who utilizes Southern Pacific trackage. Willamette Valley Railroad initially asked Southern Pacific to terminate Mr. Senter's lease for the property on which the west portion of his building is constructed. Following discussions with all parties an agreement was reached whereby Willamette Valley Railroad would release its claim for the Southern Pacific property in exchange for a lease on city property that was more suitable. Southern Pacific would enter into a subtenaney lease with the city for the building 13rol~erty. The City will work with Southern Pacific in an effort to purchase this property. Council has previously agreed that condemnation action will be taken if an agreement can not be reached. The various properties involved are identified on the attached drawing. 5 P p~.o P E£TY TO ~ cEA3~'~ To c~Ty llF q / /! 11F COUNCIL BILL NO. RESOLUTION NO. A RESOLUTION ENTERING INTO A COMMERCIAL LEASE AND PURCHASE AGREEMENT WITH RODNEY M. SENTER FOR A BUILDING LOCATED AT 121 'B' STREET IN THE CITY OF WOODBURN AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, the City of Woodburn has a need for additional space for its water and street division, and WHEREAS, a building owned by Rodney M. Senter and located at 121 .'B" Street in the City of Woodburn meets these needs, and : WHEREAS, a commercial lease and purchase agreement for the property at 121 'B' Street has been developed; NOW, THEREFORE THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the city of Woodburn enter into a Commercial Lease and Purchase Agreement with Rodney M. Senter for a building at 121 'B" Street in the City of Woodburn. A copy of said letter is attached hereto as Exhibit 'A' and, by this reference, incorporated herein. Section 2. That the Mayor of the City of Woodburn is authorized to sign said agreement on behalf~je City. Approved as to form= '- '/-~'~ (9" ~ City Attorney Date APPROVED: Nancy A. Kirksey, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder A'I-i'EST: Mary Tennant, City Recorder City of Woodburn, Oregon Page I - COUNCIL BILL NO. RESOLUTION NO. 11F COMMERCIAL LEASE AND PURCHASE AGREEMENT DATED: July 1, 1996 BETWEEN: RODNEY M. SENTER WILMA SENTER 14557 Union School Road NE Woodburn OR 97071 LANDLORD AND: CITY OF WOODBURN an Oregon municipal corporation 270 Montgomery Street Woodburn OR 97071 TENANT Landlord leases to Tenant that certain building enclosing approximately 11,200 square feet located at 121 'B" Street, Woodburn, Oregon, on the terms and conditions stated below: 1. TERM AND POSSESSION: The term of this lease shall commence on July 1, 1996, and continue through October 1, 1996. Tenant's right to possession and obligations under the lease shall commence on July 1, 1996. 2. RENT: Tenant shall pay to Landlord as rent the sum of $4,000.00 per month. Rent shall be payable on the first day of each month in advance at such place as may be designated by Landlord. Ali, taxes, insurance costs, utility charges which Tenant is required to pay by this lease, and any other sum which Tenant is required to pay to Landlord or third parties shall be additional rent. 3. PERSONAL PROPERTY INCLUDED: The following personal property is included as part of this lease and thc purchase set forth in this agreement: one (1) 10 horse power air compressor with air dryer and piping one (1) water cooler six (6) fire extinguishers restroom futtures one (1) ten gallon water heater 4. REMOVAL OF E, QU1pMENT AND SUPPLIES: Landlord shall remove and dispose of all equipment and supplies currently located in the building associated with Landlord's previous use of wood processing prior to July 1, 1996. Page 1 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F 5. USE OF THE PREMISES: The premises shall be used for warehouse purposes and for no other purpose without the consent of Landlord, which consent shall not be withheld unreasonably. In connection with use of the premises Tenant shall: (a) Conform to all applicable laws and regulations of any public authority affecting the premises and the use and correct at Tenant's own expense any failure of compliance created through Tenant's fault or by reason of Tenant's use, but Tenant shall not be required to make any structural changes to effect such compliance unless such changes are required because of Tenant's specific use. Co) Refrain from any activity which would make it impossible to insure thc premises against casualty, would increase the insurance rate, or would prevent Landlord from taking advantage of any ruling of the Oregon Insurance Rating Bureau or its successor allowing Landlord to obtain reduced premium rates for long-term fire insurance policies, unless Tenant pays the additional cost of the insurance. (c) Refrain from any use which would by reasonably offensive to other tenants or owners or users of neighboring premises or which would tend to create a nuisance or damage the reputation of the premises. (d) Refrain from loading the floors beyond the point considered safe by a competent engineer or architect selected by Landlord. (e) Refrain from making any marks on or attaching any sign, insignia, antenna, aerial, or other device to the exterior or interior walls, windows, or roof of the premises without the written consent of Landlord, which consent shall not be withheld unreasonably. (f) Refrain from storing on or discharging from or onto thc Property any hazardous wastes or toxic substances as defined in 42 USC §§9601-9657. 6. TENANT'S OBLIGATIONS OF I~EPAIR AND MAINTENANCE: The following shall be the responsibility of Tenant: Repairs of walls, ceilings, doors and windows and related hardware, light fLxtures, switches, and wiring and plumbing. Any repairs ne, cessitated by the negligence of Tenant, its agents, employees, and invitees. (c) Ordinary maintenance of the heating system and any repairs necessary because of improper maintenance. (d) Any repairs or alternations required under Tenant's obligation to comply with Page 2 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F laws and regulations as set forth in paragraph 5(a) above, with the exception of structural changes. All other repairs to the premises which Landlord is not required to make under paragraph 5 above. 7. INSPECTION OF PREMISES: Landlord shall have the right to inspect the premises at any reasonable time or times to determine the necessity of repair. Whether or not such inspection is made, the duty of Landlord to make repairs shall not mature until a reasonable time after Landlord has received from Tenant notice in writing of the repairs that are required. 8. ALTERATIONS: Tenant shall make no improvements or alterations on the leased premises of any kind without first obtaining Landlord's written consent.- All improvements and alterations performed on the leased premises by either Landlord or Tenant shall be the property of Landlord when installed unless the applicable Landlord's consent or work sheet specifically provides otherwise. 9. ~ Tenant shall keep the leased premises insured at Tenant's expense against fire and other risks covered by a standard fire insurance policy with an endorsement for extended coverage. The entire proceeds of any insurance in case of loss are to be paid to Landlord to be held, paid and used solely for the repairing, rebuilding and restoration of the building or buildings on account of the injury, damage or destruction of which such insurance moneys have been paid. If either of the parties elects to terminate this lease agreement pursuant to the provisions of Paragraph 12 hereafter, Landlord shall be entitled to all of such proceeds with no obligation to apply any or all of the insurance proceeds to the repair, rebuilding or restoration of the building. Tenant shall bear the expense of any insurance insuring the property of Tenant on the premises against such risks but shall not be required to insure. Neither party shall be liable to the other (or to the other's successors or assigns) for any loss or damage caused by fire or any of the risks enumerated in a standard fu'e insurance policy with an extended coverage endorsement, and in the event of insured loss neither party's insurance company shall have a subrogated claim against the other. 10. TAXES AND ASSESSMENTS: Tenant shall pay as due all taxes on its personal property located on the leased premises and all general real property taxes and special assessments levied against the leased premises on or after July 1, 1996 or cause said property to be removed from the tax roll. If an assessment for a public improvement is made against the leased premises, Landlord may elect to cause such assessment to be paid in installments in which case all of the installments payable with respect to the lease term shall be treated the same as general real property taxes. Tenant shall be permitted to contest the amount of any tax or assessment so long as such contest is conducted in a manner which does not cause any risk that Landlord's interest in the leased premises will be foreclosed for nonpayment. Landlord shall cooperate in any reasonable manner with such with contest by Tenant. Page 3 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F 11. PARTIAL DAMAGE OF PREMI~gES: If the leased premises are partly damaged and paragraph 12 below does not apply, the property shall be repaired by Tenant at Tenant's expense. Tenant shall repair or replace the damaged or destroyed improvements in a manner satisfactory to Landlord. Upon satisfactory proof of restoration, Landlord shall pay or reimburse Tenant from the insurance proceeds for the reasonable cost of repair or restoration. Repairs shall be accomplished with all reasonable dispatch subject to interruptions and delays from labor disputes and matters beyond the control of Tenant. 12. DESTRUCTION OF PREMISES: If thc leased premises arc destroyed or damaged such that the cost of repair exceeds 40 percent of the value of the structure before the damage, either party may elect to terminate the lease as of the date of the damage or destruction by notice given to the other in writing not more than 45 days following the date of damage.. In such event all rights and obligations of the parties shall cease as of the date of termination,; and Tenant shall be entitled to the reimbursement of any prepaid amounts paid by Tenant and attributable to the anticipated term. If neither party elects to terminate, Landlord shall proceed to restore the leased premises to substantially the same form as prior to the damage or destruction. Work shall be commenced as soon as reasonably possible and thereafter shall proceed without interruption except for work stoppages on account of labor disputes and matters not under control of Landlord. 13. LIENS: (a) Except with respect to activities for which Landlord is responsible, Tenant shall pay as due all claims for work done on and for services rendered or material furnished to the leased premises and shall keep the premises free from any liens. If Tenant fails to pay any such claims or to discharge any lien, Landlord tn_ay do so and collect the cost as additional rent. Any amount so added shall bear interest at the rate of 10% per annum from the date expended by Landlord and shall be payable on demand. Such action by Landlord shall not constitute a waiver of any right or remedy which Landlord may have on account of Tenant's default. (b) Tenant may withhold payment of any claim in connection with a good faith dispute over the obligation to pay, so long as Landlord's property interest are not jeopardized. If a lien is filed as a result of nonpayment, Tenant shall, within 10 days after knowledge of the filing, secure the discharge of the lien or deposit with Landlord cash or sufficient corporate surety bond or other surety satisfactory to Landlord in an amount sufficient to discharge the lien plus any costs, attorney fees, and other charges that could accrue as a result of a foreclosure or sale under the lien. 14. IND~(~ATION: Tenant shall indemnify and defend Landlord from any claim, loss, or liability arising out of or related to any negligent activity of Tenant on the leased premises or any condition of the leased premises in the possession or under the control of Tenant including any such claim, loss, or liability which may be caused or contributed to in whole or in part by Tenant's failure to effect any repair or maintenance required by this lease. Landlord Page 4 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F shall have no liability to Tenant for any loss or damage caused by third parties or by any condition of the premises. 15. LIABILITY INSURANCE: Tenant shall procure and maintain in force, at its expense, during the term of this Lease public liability insurance. Such coverage shall be adequate to protect against liability for all damage claims through public use of or arising out of accidents occurring in or around the premises and such liability insurance shall be provided in an amount at least equal to the liability limit for public bodies provided under the Oregon Tort Claims Act (ORS 30.260), et seq,) as amended from time to time. 16. LANDLORD'S WARRANTY: Landlord warrants that it is the owner of the leased premises and has the right to lease them flee of all encumbrances except those of record. Subject to these exceptions Landlord will defend Tenant's right to quiet enjoyment of the kmsed premises form the lawful claim of all persons during the lease term. ~ 17. ASSUMPTION OF SOUTIIERN PACIFIC LEASE: Tenant shall assume the lessee's interest under the current lease agreement between Landlord and Southern Pacific Transportation Company dated October 24, 1991, through a sublease/subtenancy agreement and shall hold Landlord harmless from any liability therefore after July 1, 1996 including any costs and expenses associated with transfer of the lessee's interest. 18. ASSIGNMENT AND SUBLEASE: No part of the within leased property may be assigned, mortgaged, or subleased, nor may a right of use of any portion of the property be conferred on any third person by any other means, without the prior written consent of Landlord. This provision shall apply to all transfers by operation of law. No consent in one instance shall prevent the provision from applying to a subsequent instance. Landlord shall consent to a transaction covered by this provision when withholding such consent would be unreasonable in the circumstances. 19. EVEN'~ OF DEFAULT: The following shall be events of default: (a) Default in Rent. Failure of Tenant to pay any rent or other charge within 10 days after it is due. (b) Default in Other Covenants. Failure of Tenant to comply with any term or condition or 'fulfill any obligation of the lease (other than the payment of rent or other charges) within 20 days after written notice by Landlord specifying the nature of the default with reasonable particularity. If the default is of such a nature that it cannot be completely remedied within the 20-day period, this provision shall be complied with if Tenant begins correction of the default within the 20-day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. (c) Insolvency. Insolvency of Tenant; an assignment by Tenant for the benefit of creditors; the filing by Tenant of a voluntary petition in bankruptcy; an adjudication that Tenant Page 5 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F is bankrupt or the appointment of a receiver of the properties of Tenant; the filing of any involuntary petition of bankruptcy and failure of Tenant to secure a dismissal of the petition within 30 days after filing, attachment of or the levying of execution on the leasehold interest and failure of Tenant to secure discharge of the attachment or release of the levy of execution within 10 days. If the lease has been assigned, the events of default so specified shall apply only with respect to the one then exercising the rights of Tenant under the lease. (d) Abandonment. Failure of Tenant for 30 days or more to occupy the property for one or more of the purposes permitted under this lease unless such failure is excused under other provisions of this lease shall be an abandonment of the property. 20. REMF~FflE.g ON DEFAULT: (a) Termination. In the event of a default the lease may be terminated at the option of Landlord by notice in writing to Tenant. If the lease is not terminated by election of Landlord or otherwise, Landlord shall be entitled to recover damages from Tenant for the default. Ii: the lease is terminated, Tenant's liability to Landlord for damages shall survive such termination, and Landlord may reenter, take possession of the premises, and remove any persons or property by legal action or by self-help with the use of reasonable force and without liability for damages. (b) Reletting. Following reentry or abandonment, Landlord may relet the premises and in that connection may make any suitable alterations or refurbish the premises, or both, or change the character or use of the premises, but Landlord shall not be required to relet for any use or purpose other than that specified in the lease or which Landlord may reasonably consider objectionable. Landlord may relet all or part of the premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this lease, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession. (c) Damages. In the event of termination on default Landlord shall be entiQed to recover immediately, without waiting until the due date of any future rent or until the date fixed for expiration of the lease term, the following amounts as damages: (i) The loss of reasonable rental value from the date of default until a new tenant has been, or with the exercise of reasonable efforts could have been secured. (ii) The reasonable costs of reentry and reletting including without limitation the cost of any clean up, refurbishing, removal of Tenant's property and fixtures, or any other expense occasioned by Tenant's failure to quit the premises upon termination and to leave them in the required condition, any remolding costs, attorney fees, court costs, broker commissions, and advertising costs. (iii) Any excess of the value of the rent and all of Tenant's other obligations under this lease over. the reasonable expected return from the premises for the period commencing on the earlier of the date of trail or the date the premises are relet and continuing through the end of Page 6 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F the term. The present value of future amounts will be computed using a discount rate equal to the prime loan rate of major Oregon banks in effect on the date of trial. 21. REMEDIF~ CUMULATIVE: The foregoing remedies shall be in addition to and shall not exclude any other remedy available to Landlord under applicable law. 22. NONWAIVER; Waiver by either party of strict performance of any provision of this lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 23. ATTORNEY FEES: If suit or action is instituted in connection with any controversy arising out of this lease, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees. 24. NOTICES: Any notice required or permitted under this lease shall be given when actually delivered or 48 hours after deposited in United States mail as certified mail addressed to the address first given in this lease or to such other address as may be specified from time to time by either of the parties in writing. 25. SUCCESSION: Subject to the above-stated limitations on transfer of Tenant's interest, this lease shall be binding upon and inure to the benefit of the parties, their respective successors and assigns. 26. LANDI.,QRD'~; RIGHT TO CURE DEFAULTS: If Tenant fails to perform any obligation under this lease, Landlord shall have the option to do so after 30 days' written notice to Tenant. All of Landlord's expenditures to correct the default shall be reimbursed by Tenant on demand with interest at the rate of 10 % percent per annum from the date of expenditure by Landlord. 27. RECORDATION: This lease shall not be recorded without the consent in writing of Landlord. Landlord shall execute and acknowledge a memorandum of this lease in a form suitable for recording, and Tenant may record the memorandum. 28. ENTRY FOR INSPECTION: Landlord shall have the right to enter upon the premises at any time to determine Tenant's compliance with this lease, to make necessary repairs to the building or to the premises, or to show the premises to any prospective tenant or purchaser, and in addition shall have the right, at any time during the last two months of the term of this lease, to place and maintain upon the premises notices for leasing or selling of the premises. 29. ARBITRATION: If any dispute arises between the parties [as to a matter which this lease says should be arbitrated, or as to any other question involving apportionment or valuation], either party may request arbitration and appoint as an arbitrator an independent real estate appraiser having knowledge of valuation of rental properties comparable to the leased Page 7 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F premises. The other party shall also choose an arbitrator with such qualifications, and the two arbitrators shall choose a third. If the choice of the second or third arbitrator is not made within 10 days of the choosing of the prior arbitrator, then either party may apply to the presiding judge of the judicial district where the leased premises are located to appoint the required arbitrator. The arbitration shall proceed according to the Oregon statutes governing arbitration, and the award of thc arbitrators shall have the effect therein provided. The arbitration shall take place in the county where the leased premises are located. Costs of the arbitration shall be shared equally by the parties, but each party shall pay its own attorney fees incurred in connection with the arbitration. 30. PURCIIASE OF PROPERTY BY TENANT: At the termination of this lease on October 1, 1996, Tenant shall purchase the property for the cash purchase price of $295,000.00. In the event that Tenant does not close the purchase on October 1, 1996, the within lease shall renew on a month-to-month tenancy for a monthly lease amount of $4,000 for a term not to exceed one year. In the event that Tenant does not close the purchase on or before October 1, 1997, the month-to-month tenancy shall terminate. 31. CONDmONS PRECEDENT TO CLOSING: In addition to any other conditions contained in this Agreement, set forth below are certain conditions precedent for the benefit of Tenant (the "Conditions"). The Conditions are intended solely for the benefit of Tenant and Tenant shall have the right to waive, by written notice, any of the Conditions, at its sole discretion. The Conditions specifically delineated in this section are the following: 31.1 On thc Closing Date, the Tide Company shall be ready, willing, and able to issue, and shall issue to Tenant upon recordation of the Landlord's deed mentioned below, the title insurance policy required by Section 34.5. 31.2 On or before the Closing Date, Landlord shall have performed all of the covenants, conditions, agreements, and promises to be performed by it under this Agreement. 31.3 Tenant shall have condUcted an Environmental Review and Audit (the "Environmental Audit") of the Property, indicating to the satisfaction of Tenant that the Property does not contain, either on its surface or in its subsurface or underlying water table, any HaTardous Substances, as defined below. The Environmental Audit shall consist of a Level I Environmental Assessment and shall be conducted by REA Tech Management, Inc., 200 Hawthorne SE, Suite C320, Salem, Oregon 97301 and may include a historical review of the use of the Property, review of all regulatory agency permits and compliance and enforcement files and records, soil tests, the acquisition of core samples and water table samples by drilling conducted on the Property, and such other tests and studies as Tenant may deem appropriate. The cost of the Environmental Audit shall be shared equally by Landlord and Tenam, however, in no event shall the amount paid by Landlord exceed the sum of $850. Page 8 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F For purposes of this subsection, the phrase "Hazardous Substances" has the same meaning as is designated in ORS 465.200(9). Landlord warrants, represents, and covenants as follows: (1) To the knowledge of Landlord, there are no Hazardous Substances in, upon, or buried on or beneath the Property and no Hazardous Substances have been emitted or released from the Property in violation of any environmental laws of the federal or state government; (2) Landlord has not brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stored on, buried, used on, or emitled or released from, the Property any Hazardous Substances in violation of any environmental laws of the federal or state government; and (3) To the knowledge of Landlord, no underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Substances, and Landlord agrees not to cause or permit any such tanks .to be installed in the Property before Closing. 31.4 Tenant, prior to closing, shall have the right, at its own expense, to obtain a Type A (Urban) ALTA survey of the Property (the "Survey") from a surveyor designated by Tenant, indicating to Tenant's satisfaction that (1) there are no discrepancies in the boundaries of the Property; (2) there are no material encroachments on, or protrusions from, the Property; (3) the Property has acceptable access to a dedicated public right-of-way; and (4) the Property does not lie within any area designated as wetlands by any governmental agency or any area determined by the United States Department of Housing and Urban Development to be flood-prone or subject to a flood hazard. 31.5 Landlord shall deliver to Tenant, at Landlord's expense, a preliminary title report (the "Title Report") covering the Property which is accep~le to Tenant. 32. CLOSING: 32.1 Time and Place. Closing of the sale and purchase of the Property (the "Closing") shall occur on a date (the "Closing Date") selected by Tenant. 32.2 Closing Obligations. On the Closing Date, Landlord and Tenant shall deposit the following documents and funds in escrow, and the Title Company shall close escrow in accordance with the instructions of Landlord and Tenant. 32.2.1 Landlord shall deposit the following: (1) A statutory warranty Deed, duly executed and acknowledged; (2) A duly executed affidavit certifying that Landlord is not a foreign person, trust, Page 9 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F partnership, or corporation in compliance with the requirements of IRC § 1445; (3) Original counterparts or legible photocopies of all documents, feasibility studies, surveys, engineering reports, and other items of a similar nature in the possession of Landlord that relate to the Property; (4) Such documents as Tenant or the Tide Company may require to evidence the authority of Landlord to consummate this transaction; and (5) Such other documents and funds, including (without limitation) escrow instructions, as are required of Landlord to close the sale in accordance with this Agreement. 32.2.2 Tenant shall deposit the following: (1) The cash payment specified in Section 32, minus any credit against the purchase price available to Tenant under the terms of that section; (2) Such documents as Landlord or the Tide Company may require to evidence the authority of Tenant to consummate the transaction contemplated; and (3) Such other documents and funds, including (without limitation) escrow instructions, as are required of Tenant to close the sale and purchase of the Property in accordance with this Agreement. 32.3 Costs. Tenant and Landlord each shall pay one-half of the escrow fee of the Tide Company with respect to the Closing. Landlord shall pay the premium for the tide insurance policy that Landlord is obligated to provide to Tenant, and for all conveyance or excise taxes payable by reason of the purchase and sale of the Property. Tenant shall pay the fee (exclusive of any conveyance or excise tax) for recording the conveyance documents referred to herein. 32.4 Prorations. All items of expense incurred by Landlord with respect to the Property shall be paid by Landlord at Closing, without proration. All real property taxes and assessments payable with respect to the tax year in which Closing occurs shall be prorated between Landlord and Tenant as of the Closing Date. 32.5 Tide Insurance Policies. As soon as practicable after Closing, and in any event no later than 5 days after the Closing Date, Landlord shall cause the Title Company to issue its standard form Landlord's ALTA Tide Insurance Policy, with extended coverage, in the amount of the Purchase Price, insuring fee simple title to the Property vested in Tenant, subject only to the Permitted Exceptions. 33. STATUTORY DISCLAIMER; THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR Page 10 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11F ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. All closing costs, except expenses associated with loan or other financial applications, incurred in the purchase of the property shall be shared equally between Landlord and Tenant. 34. ENTIRE AGREEMENT: This document is the entire, final and complete agreemem of the parties pertaining to the sale and purchase of the Property, and supersedes and replaces all written and oral agreements heretofore made or existing by and between the parties or their personal representatives insofar as the Property is concerned. IN WITNESS WHEREOF, the parties have caused this Lease And Purchase Agreement to be executed in duplicate as of the day and year first above written. WILMA SENTER ' Landlord CITY OF WOODBURN, an Oregon municipal corporation By. NANCY A. KIRKSEY Mayor of the City of Woodburn Tenant Page 11 - SENTER/WOODBURN COMMERCIAL LEASE AND PURCHASE AGREEMENT 11G COUNCIL BILL NO. RESOLUTION NO. A RESOLUTION ENTERING INTO A SUBTENANCY CONSENT AGREEMENT WITH THE SOUTHERN PACIFIC TRANSPORTATION COMPANY AND RODNEY M. SENTER FOR PROPERTY IN WOODBURN AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, the City of Woodburn has entered into a'lease purchase agreement with Rodney Senter for property located at 121 'B' Street, and WHEREAS, the Southern Pacific Transportation Company owns property-on which a portion of the building at 121 'B' Street is constructed, and = WHEREAS, Rodney M. Senter has lease for the Southern Pacific Transporta.tion Property on which a portion of the building at 121 'B' Street is constructed, and WHEREAS, the City must complete a Subtenancy Consent Agreement with the Southern Pacific Transportation Company and Rodney M. Senter to utilize the property leased by the City at 121 'B" Street; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a Subtenancy Consent Agreement with the Southern Pacific Transportation Company and Rodney M. Senter. A copy of said agreement is attached hereto as Exhibit 'A' and by this reference, incorporated herein. Section 2. That the Mayor of the City of Woodburn is authorized to sign said agreement on behalf of the City. _ Approved as to form.'~//~~/~,/~X~ ...~.. ~E .. ~ ~ City Attorney Date APPROVED: Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Mary Tennant, City Recorder City of Woodburn, Oregon Nancy A. Kirksey, Mayor Page I - COUNCIL BILL NO. RESOLUTION NO. ~oodburn-Senter 11G Approved as to Form By General Counsel September 4, 1990 SUBTENANCY CONSENT AGREEMENT Supplemental to Lease Audit No. 707581 THIS AGREEMENT is made this day of , 19 , by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware corporation, herein "Lessor,' RODNEY M. SENTER, an individual, second party, herein "Lessee," and CITY OF WOOOBURN, a municipal corporation of the State of Oregon, 270 Montgomery Street, Woodburn, OR 97071, third party, herein "Sublessee." RECITALS: Lessor, by lease dated October 24, 1991, herein "Lease," leased to Lessee certain premises of Lessor at or near Woodburn, County of Marion, State of Oregon, herein 'Premises," for the term of Month to month, effective August 1, 1991, for maintenance and use of lessee owned metal storage shed for lumber and wood. The Lease is now in full force and effect and by this reference made a part of this Agreement. The Lease provides that Lessee shall not underlease or sublet the Premises, or any part thereof, or assign the Lease or any interest therein without prior written consent of LessOr. Lessee and Sublessee desire that Lessor consent to a sublease of the whole of the Premises or the portion thereof indicated on the attached print, or as may then be mutually agreed upon between Lessee and Sublessee. AGREEMENT: 1. Lessor hereby consents to this sublease, provided that Sublessee shall be bound by each and every covenant and condition contained in the Lease. 2. Sublessee shall perform all of the covenants and conditions contained in the Lease to be performed by Lessee (except, however, the payment of rent which shall be made by Lessee directly to Lessor), and hereby agrees to be and is bound by each and every covenant and condition contained in the Lease. In the event this sublease covers only a portion of the Premises, the obligation of L~;usse~ to c~rform the covenants and conditions in she Document 0070 Page i of 2 Lease shall apply only to that portion of the Premises occupied by Sublessee. 3. Neither the subleasing of the Premises nor anything contained in this Agreement shall release Lessee from Lessee's obligation to perform and be bound by all of the covenants and conditions contained in the Lease. 4. This consent shall not be deemed t¢ be a consent to any further subletting of the Premises other than to the Sublessee herein named. Lessor reserves the right to approve or disapprove any future subletting of the Premises. 5. If at any time Lessor shall give notice to Sublessee that Lessee is in default under the Lease, Sublessee shall, if so directed by Lessor, commence making all payments under the sublease directly to Lessor. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in triplicate as of the day and year first herein written. LESSOR: SOUTHERN PACIFIC TRANSPORTATION COMPANY 11G By: Title: SUBLESSEE: CITY OF WOODBURN By: Title: YAM/em O: \OATA\VAH\SENFER 70 Document 0070 Page 2 of ? 11G 11H COUNCIL BILL NO. 1'7~/.~ RESOLUTION NO. A RESOLUTION ENTERING INTO A LEASE AGREEMENT WITH WILLAMETTE VALLEY RAILWAY COMPANY FOR CITY OF WOODBURN PROPERTY AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, Willamette Valley Railway Company agreed to terminate a request for Southern Pacific Property upon which a portion of the property at'121 "B' Street for which the City of Woodburn will enter into a commercial lease and purchase agreement, and WHEREAS, Willamette Valley Railway Company still has a need for property near its trackage in the City of Woodburn, and WHEREAS, the City of Woodburn has property near the trackage of .the Willamette Valley Railway Company that meet its need, and WHEREAS, the City of Woodburn has prepared a lease agreement for this property; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a lease agreement with Willamette Valley Railway Company. A copy of said agreement is attached hereto as Attachment "A' and, by this reference, incorporated herein. Section 2. That the Mayor of the City of Woodburn is authorized to sign said agreement on behalf.of the City. Approved as to forrn~i ~/~ ~~ City Attorney Date APPROVED: Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder A'I-I'EST' Mary Tennant, City Recorder City of Woodburn, Oregon Nancy A. Kirksey, Mayor Page I - COUNCIL BILL NO. RESOLUTION NO. 11H COMMERCIAL LEASE Date: AUGUST 1, 1996 Between: CITY OF WOODBURN a municipal corporation 270 Montgomery Street Woodburn, Oregon 97071 ("Landlord") And: Willamette Valley Railway Company an Oregon corporation ("Tenant") 635 N. Walnut Independence, Oregon 97351 Landlord leases to Tenant and Tenant leases from Landlord the following described property (the 'Premises') on the terms and conditions stated below: All of Lot 8 and the West 25 feet of Lot 9, Block t, WOODBURN PACKING COMPANY ADDmON to Woodbum, situated in Section 18, Township 5 ~outh, Range 1 West, Willamette Meridian, Marion County, Oregon: SAVE AND EXCEPT, · strip of land 60 feet wide; 30 feet on each ~ide of the center line of the curved track connecting the tracks of the Oregon and California Railroad and the Oregonian Railroad as said curve has been staked out and located by J. H. Robb on or about the 1st day of July 1891 said curve being a ten degree curve intersecting the East line of Block six (6) of said addition at a I~int Forty-eight (48) feet from the North East comer of said Block six (6); thence running Northerly and intersecting the West line of Block five (5) in said addition at a Ix~int one hundred and fifteen (115) feet South Westerly from the North comer of said Block five (5) ss recorded in that Warranty Deed recorder October 26, 1891 in Vol. 49, Page 273, Marion County Deed Records. There is an approximately 500 ~quare foot storage shed on the property that is divided into two rooms. The room to the south will be utilized by the lessee while the lessor will retain use of the room to the north. Section 1. Occupancy. 1.1 Original Term. The term of this lease shall commence August 1, 1996, and continue through June 30, 1997, unless sooner terminated as hereinafter provided. 1.2 Possession. Tenant's right to possession and obligations under the lease shall commence on August 1, 1996. Page I - Commercial Lease ' , 11H 1.3 Renewal Option. If the lease is not in default at the time each option is exercised or at the time the renewal term is to commence, Tenant shall have the option to renew this lease for successive terms of one year each, as follows: (1) Each of the renewal terms shall commence on the day following expiration of the preceding term. (2) The option may be exercised by written notice to Landlord given not less than 120 days prior to the last day of the expiring term. The giving of such notice shall be sufficient to make the lease binding for the renewal term without further act of the parties. Landlord and Tenant shall then be bound to take the steps required in connection with the determination of rent as specified below. (3) The terms and conditions of the lease for each renewal term shall be identical with the original term except for rent which shall be adjusted as provided herein. Section 2. Rent. 2.1 Base Rent. During the original term, Tenant shall pay to Landlord as base rent the sum of $2,400 per year. Rent shall be payable upon execution of this lease and on the first day on any renewal terms. 2.2 Adjustment. The base rent provided in Section 2.1 shall be increased or decreased on July 1 each year by a percentage equal to the percentage change in the Consumer Price Index published by the United States Bureau of Labor Statistics of the United States Department of Labor. Comparisons shall be made using the index entitled U.S. City Average--All Items and Major Group Figures for All Urban Consumers (1982-84 -- 100), or the nearest comparable data on changes in the cost of living if such index is no longer published. Section 3. Use of the Premises. 3.1 Permitted Use. The Premises shall be used for the storage of materials and supplies related to the operation of the Willamette Valley Railway Company and for no other purpose. 4.2 shall: Restrictions on Use. In connection with the use of the Premises, Tenant (1) Conform to all applicable laws and regulations of any public authority affecting the premises and the use, and correct at Tenant's'own expense any failure of compliance created through Tenant's fault or by reason of Tenant's use. Page 2 - Commercial Lease · 11H (2) Refrain from any activity that would make it impossible to insure the Premises against casualty, would increase the insurance rate, or would prevent Landlord from taking advantage of any ruling of the Oregon Insurance Rating Bureau, or its successor, allowing Landlord to obtain reduced premium rates for long-term fire insurance policies, unless Tenant pays the additional cost of the insurance. (3) Refrain from any use that would be reasonably offensive to other tenants or owners or users of neighboring premises or that would tend to create a nuisance or damage the reputation of the premises. (4) Tenant shall not cause or permit any Hazardous Substance to be spilled, leaked, disposed of, or otherwise released on or under the Premises. Tenant shall comply with all Environmental Laws and exercise the highest degree of care in the use, handling, and storage of Hazardous Substances and shall take all practicable measures to minimize the quantity end toxicity of Hazardous Substances used, handled, or stored on the Premises. Upon the expiration or termination of this Lease, Tenant shall remove all Hazardous Substances from the Premises. The term Environmental Law shall mean any federal, state, or local statute, regulation, or ordinance or any judicial or other governmental order pertaining to the protection of health, safety or the environment. The term Hazardous Substance shall mean any hazardous, toxic, infectious or radioactive substance, waste, and material as defined or listed by any Environmental Law and shall include, without limitation, petroleum oil and its fractions. Section 4. Property Taxes. Tenant shall pay as due all taxes on its personal property located on the Premises. Tenant shall pay as due all real property taxes levied against the Premises. As used herein, real property taxes includes any fee or charge relating to the ownership, use, or rental of the .Premises, other than taxes on the net income of Landlord or Tenant. Section 5. Liability and Indemnity. 5.1 Liens Except with respect to activities for which Landlord is responsible, Tenant shall pay as due all claims for work done on and for services rendered or material furnished to the Premises, and shall keep the Premises free from any liens. 5.2 Indemnification. Tenant shall indemnify and defend Landlord from any claim, loss, or liability arising out of or related to any negligent activity of Tenant on the Premises or any condition of the Premises in the possession or under the control of Tenant. Landlord shall have no liability to Tenant for any injury, loss, or damage caused by third parties, or by any condition of the Premises except to the extent caused by Landlord's negligence or breach of duty under this lease. Page 3 - Commercial Lease 11H 5.3 Liability Insurance. Before going into possession of the Premises, Tenant shall procure and thereafter during the term of the lease shall continue to carry the following insurance at Tenant's cost: comprehensive general liability insurance in a responsible company with limits of not less than $1,000,000 for injury to one person, $1,000,000 for injury to two or more persons in one occurrence, and $300,000 for damage to property. Certificates evidencing such insurance and bearing endorsements requiring 10 days' written notice to Landlord prior to any change or cancellation shall be furnished to Landlord prior to Tenant's occupancy of the property. Section 6. Quiet Enjoyment; Mortgage Priority. 6.1 Landlord'a Warranty. Landlord warrants that it is the owner of..the Premises and has the right to lease them. Landlord will defend Tenant's right to quiet enjoyment of the Premises from the lawful claims of all persons during the lease term. Section 7. Assignment end Subletting. No part of the Premises may be assigned, mortgaged, or subleased, nor may a right of use of any portion of the property be conferred on any third person by any other means, without the prior written consent of Landlord. Section 8. Default. The following shall be events of default: 8.1 Default in Rent. Failure of Tenant to pay any rent or other charge within 10 days after it is due. 8.2 Default in Other Covenants. Failure of Tenant to comply with any term or condition or fulfill any obligation of the lease (other than the payment of rent or other charges) within 20 days after written notice by Landlord specifying the nature of the default with reasonable particularity. If the default is of such 8 nature that it cannot be completely remedied within the 20-day period, this provision shall be complied with if Tenant begins correction of the default within the 20-day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. 8.3 Insolvency. Insolvency of Tenant; an assignment by Tenant for the benefit of creditors; the filing by Tenant of a voluntary petition in bankruptcy; an adjudication that Tenant is bankrupt or the appointment of a receiver of the properties of Tenant; the filing of any involuntary petition of bankruptcy and failure of Tenant to secure a dismissal of the petition within 30 days after filing; attachment of or the Page 4- Commercial Lease 11H levying of execution on the leasehold interest and failure of Tenant to secure discharge of the attachment or release of the levy of execution within 10 days shall constitute a default. 8.4 Abandonment. Failure of Tenant for 90 days or more to occupy the Premises for one or more of the purposes permitted under this lease, unless such failure is excused under other provisions of this lease. Section 9. Termination on Default. In the event of a default the lease may be terminated at the option of Landlord by written notice to Tenant. Whether or not the lease is terminated by the election of Landlord or otherwise, Landlord shall be entitled to recover damages from Tenant for the default, and Landlord may reenter, take possession of the premises, and remove any persons or property by legal action or' by self-help with the use of reasonable force and without liability for damages' and without having accepted a surrender. Section 10. Termination Without Cause. This lease shall be terminable by either Landlord or Tenant at any time without cause on thirty days' advance written notice to the other. If the lease is terminated without cause by either party, Landlord shall return to Tenant that portion of the base rent representing the months remaining in the lease term as calculated on a prorated basis. Section 11. Surrender at Expiration. Upon expiration of the lease term or earlier termination on account of default, Tenant shall surrender the Premises to Landlord. Section 12. Miscellaneous 12.1 Nonweiver. Waiver by either party of strict performance of any provision of this lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 12.2 Attorney Fees. If suit or action is instituted in connection with any controversy arising out of this lease, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees at trial, on petition for review, and on appeal. 12.3 Notices. Any notice required or permitted under this lease shall be given when actually delivered or 48 hours after deposited in United States mail as certified mail addressed to the address first given in this lease or to such other address as may be specified from time to time by either of the parties in writing. 12.4 Entry for Inspection. Landlord shall have the right to enter upon the Premises at any time to determine Tenant's compliance with this lease. Page 5 - Commercial Lease 11H THE CITY OF WOODBURN, an Oregon municipal corporation By: Nancy A. Kirksey, Mayor STATE OF OREGON } ) County of Marion ) SS. On this day of ., 1996, personally appeared before me Nancy A. Kirksey, the signer of the within instrument, who duly acknowledged to. me that she is the Mayor of the City of Woodburn, an Oregon municipal corporation, and that he executed the same on behalf of said corporation. Notary Public for Oregon Commission Expiring: THE CITY OF WOODBURN, an Oregon municipal corporation By: Mary Tennant, City Recorder STATE OF OREGON ) ! ss. County of Marion ) On this day of ,1996, personally appeared before me Mary Tennant, the signer of the within instrument, who duly acknowledged to me that she is the City Recorder of the City of Woodburn, an Oregon municipal corporation, and that he executed the same on behalf of said corporation. Page 6 - Commercial Lease 11H Notary Public for Oregon Commission Expiring: WILLAMETTE VALLEY RAILWAY COMPANY, an Oregon corporation By: Its: STATE OF OREGON County of Marion SS. On this day of ,1996, personally appeared before me , the signer of the within instrument, who duly acknowledged to me that she/he is the , of Willamette Valley Railway Company, an Oregon municipal corporation, and that she/he executed the same on behalf of said corporation. Notary Public for Oregon Commission Expiring: Page 7 - Commercial Lease 111 MEMO TO: FROM: SUBJECT: City Council through City Administrator Public Works Program Manager ,~,~'~~-- State Revolving Fund Loan Agreement DATE: June 19, 1996 I~ECOMMENDATION: Approve the attached resolution authorizing the mayor to sign a State Revolving Fund (SRF) Loan agreement for $4,000,000 on behalf of the city. I~ACKGROUND: On June 19, 1995 the City was notified that it had been awarded a State Revolving Funds (SRF) Loan of $2,000,000 for design of an advanced wastewater treatment plant. Subsequently final application materials were submitted to the Department of Environmental Quality (DEQ) for the loan. Additional work to design and construct pump station improvements and a new force main to the wastewater treatment plant were added to the SRF loan project description. Final processing of the formal loan agreement was delayed until the city's Wastewater Facilities Plan was approved. DEQ approved that plan on May 23, 1996 and in final stages of that process verbally informed the Public Works Director that the loan amount may be increased to $4,000,000. That increase did take place and the loan agreement presented for approval is for $4,000,000. 111 COUNCIL BILL NO. RESOLUTION NO. A RESOLUTION ENTERING INTO AN AGREEMENT WITH THE STATE OF OREGON, DEPARTMENT OF ENVIRONMENTAL QUALITY, FOR STATE REVOLVING FUND LOAN NUMBER R98411 AND AUTHORIZING THE MAYOR TO SIGN SUCH AGREEMENT. WHEREAS, the City of Woodburn has applied for a State Revolving Fund Loan project for design of an advanced wastewater treatment facilities for the city and for design and construction of a pump station improvements and a new force main to the westewater treatment plant, and WHEREAS, the City of Woodburn has entered into negotiations with the Department of Environmental Quality for a loan to the City from the State Revolving Fund in the amount of $4,000,000, and WHEREAS, the DEQ has provided to the City State Revolving Fund Agreement number R98411; NOW THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into. an agreement with the State of Oregon acting through its Department of Environmental Quality to secure $4,000,000 in loan funds through State Revolving Fund Loan number R98411 for the financing of a sewage treatment system improvement. Said agreement is attached hereto and by this reference incorporated herein. Section 2. The City does authorize and approve the establishment and funding of a designated reserve account to meet the "Loan Reserve" requirement of the SRF Loan Agreement, and does direct establishment of this Loan Reserve. Section 3. That the Mayor of the City of Woodburn, acting for and on behalf of the City, be authorized to execute the SRF Loan Agreement and such other and additional documents as may reasonably be required for the consummation and closing of the Loan, and any amendments required thereafter. Page I - COUNCIL BILL NO. RESOLUTION NO. 111 Approved as to form: City Attorney Date APPROVED: Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Mary Tennant, Recorder City of Woodburn, Oregon Nancy A. Kirksey, Mayor Page 2 - COUNCIL BILL NO. RESOLUTION NO. T ~ 111 TABIA~ OF CO~ OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE] ARTICLE 1: THE LOAN - SPECIFIC TERMS, CONDITIONS AND PROVISIONS (A) BORROWER: City of Woodbum. (B) LOANNO.: Rgg411. (O) $4,000,000. Sewage Treatment System lmp~ ~v~mellts DATE OF AGREEMF2qT:. June __., 1996. ~TED COMP~ON DATE: December 31, 1997 (G) IKIXRF~ RATK: 3.93% per nnnum. Calcul__ation of interest is also discussed in Section 4((3) on page I0 and in Section 4(f) on page 11 of this agreemenL (H) LoANPg~mGF~: 1.5% of the Final Loan Amount will be due with the first r~pa~t following the detz~inseion of the Fi~ Loan Amount as discussed in Section 2(G) on page 3 and Section 4(I-1)(1) on page 11 of ~his agreement. (I) LoANSERVXC~aF-~: 015% of the omstanding principal will be due atmually beginning with the sec, mgi repayment as discussed in Section 4(H)(2) on page 11 of this ~t. been made and the Final Loan Amount is delmnined, an:payment ~e smor/zhg the loan over fire remaining repayment lmiod will be lXelm~L Attached as Appendix A is a prelimim~ repayment schedule based on an esfimal~ disbursenm~t schedule and the odgjnal Loan Amount. Repayment is also discussed in Section 40) on page 11 of this agreem~L BORROWER'S ADDRESS: CityofWoodbum 270MontgomeryStreet Woodbum, Oregon 97071 (L) DESCRIF~ON OF Tm~ P~O,mC~. Design of ndvanced was~wa~ a~mnent plant; and design nnd construction of pump station improvements and new force main. LOAN AGRI!t!MEN'r Crrv oF WOODBUm,~ ' R98411 ' 6/17/96 _ ORE~,ON DEPARTMENT OF ENVIRONMENTAL QUALrrY ~TATE REVOLVING FUND PAGE2 (M) CONSTRUCTION COSTS. As of the datr of this Loan Agreement, the Borrower has already incurred $0 in construction costs on the Project. TY~E OF IX)Arq. The loan authorized.by ~is Loan Agreem_ e~t. has been approve?by the DEQ as an "Rev~ue Seon'ot Loa~ p~ ~o OAR Section 340--54-- (O) BORROVam'S Atrmo~rz~,'no~. Th~ Borrower has authofi:~ this agreem_ ¢nt pumum ~o ORS a6a.439 by Resolution No. , which was duly passed by the Borrower's Ci~ Council ~ . A copy oflhis document is ~ ns (p) ~E. The Borrower hereby pledges its Net Operating Revenues to pa~y me assignee of this Agreement that the.B~_ wet shall ,n~t.: ._~_ _ nny.oth~, ob ',nl~on~_ ..~w~i_ '~.hthl~v~ n pledge or lien on lhe Net Operating Kevenues wmcn ~s superior to or o panty pledge herein granted without the written permi~ion of the DEQ. This loan is a parity obligation with all olher State Revolving Fund loans between the DEQ and the Borrower. (Q) COVERAGE REQ~. Until _~_e. loan ia rep~.? in fhlL the Borrower covenants with the DEQ ~o m,in~in sewer ~ s-fligielit Io meet tile ~ents listed in Section 4(D) on page 8 with a debt service coverage facl~ of 105%. ~)ayment schedule. Unlil the Final Loan Amount is calculalrd, thc Loan Reserve 111 ARTICLE 2: DEIqNITIONS have the meanings defined in this Article. (A) "BORROWKR" means the public jmisdiction shown as the "Borrowe~" in Section I(A) on page 1. (B) "Co,IX'nON DATE" means eili~er the date on which · facility planning project is accepted by the Department, the date on which a design project is ready for the CITY OF WOODBURN ' R98411 · 6117/96 LOA~ AGREEMEN'r ORE~)N DEPARTMENT OF ENVIRONMENTAL QUALrrY STATE REVOLVING FUND contractor bid process, or ~he date on which a construction project is substantially complete and ready for initiation of operations. (C) "COSTS oF THE PR~' m_~n-~ expmdim~ approved by the DEQ which are necessary to consm~ the Project in compliance ~ DEQ requhemems which may include but are not limiIEd ID the followil~ ii,ms: (1) Obligations of fl~e Borwwer inaured for labor and materials and all costs which the Bom)wet shall be required ~o pay under fl~e lenns of any contract for the design, scquisition, consm~on or hstallafion of ~he Project; (2) Easineering fees for the design and consm~on of the Project : O) The costs of contract bonds and of insurance of all kinds that ~ be required or necessa~ during ~he course of completion of~he Project; (4) Thc legal, financing and adminismm've costs of obtaining thc loan and completing the Project; and (D) "DE(}" means the State of Oregon, actin8 by and through the Dire~or of the Oregon ~ of aaviroamea~l Quality or thc Direaor's ~ ~ve. (E) "DIREL'II)R" means the Director of the O~gon Department of Environmental ~_,-~ity or the Carec~s aahodzed vepmmtative. (F) "FACIIZIY" means the Borrowers wastewat~ collection, treatment and (G) "FINAL LOAN AMOUNT" means the total of all loan proceeds disbm'sed to Amount will be ~ined when the project is comple~ or the Borrower indicates that no further loan funds will be requ~ or all eligible expenditures have been reimbursed from the loan proceeds. The Final Loan Amount will be amimized over the balance of the repayment period on a final ~-payment schedule. tH) "LOA~ AGREEMEm~' or "AGREEMm~' means this Loan Agreement, its appendices, and any amendments or supplements thereto. 111 LOAN AGRF. EMENT CiTY OFWOODBURN' R99411 · 6/17/96 ORE~ON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE4 (I) "LOAN AMOUNT" means thc maximum amount thc DEQ agrees to loan the Borrower as shown in Section I(C) on page 1. This amount may be changed by an of Ibis Loan Agreement does not include: any payments of asser~n__ ents levied against of any liability insurnme; or the proceeds of any casualty ~ which the Bonower ~ to utilize fo~ v:pair or replaemmm of the sewer system. Operating expenses includes sll direct ~d indirect expenses inam~ for operalion, maintenance and ~ of the sewer system~ including but not limited to administl~Ve monies are not available from pioceeds of insurance), taxes, legal and engineering expenses relating to the operation and maintenance, payments and reserves for pension, retirement, health, hospitalization, and sick leave benefi~ and any odzer similar expenses to be paid to the eximt properly and directly attrib,_Ohle Ia operations of the sewer system. (K) "OtrrSTAN~ING LOAN AMO~' means the sum of all disbursemm~ to the Borrower hereunder less thc sum of all loan principal repayments. (L) "PRO.mCr" means the facilities, activities or documents described in Section I(L) on page 1. Water Pollution Control Revolvi~ refeared ~o in ORS Chapm' 468, Division 423. ON') "STATE" means ~ Stale of Oregon. 111 ARTICLE 3: G~LO~ PROVISIONS (A) AGREEMENT OF DEQ TO LOAN. The DEQ agrees to loan thc Borrower an amount not to exceed the Loan Amount, subject ~o the terms and conditions of this Loan Agreement, but solely from funds available to the DEQ _und_~ its_ .State Revol.v~g ,F._u~_~ progranx Thc obligation of lhe DEQ to make the loan descri~ in th/s agreanent ~s suojeci to the availability of such funds, and the DEQ shall have no liability to the Borrower or any olizer party if such funds are not available, or are not available in amounts sufficient to fund the entire loan described herehx CITY OF WOODBURN ' R98411 ' 6/17/96 LOAN AGREEMENT OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOt.XONG FUND PAGE5 111 e~cls~)t~ AVAItABILITY OF FUNDS. Thc DEQ represents that it has available to it, or it can obtain within a reasonable period of time, money to make the loan income under Section 103(a) of the lnmmd ~ Code of 19S6 as amended and any (D) SINGL~ AU'OW ACT RgQUmgl~NTS. The State Revolving Fund (SRF) is n loan program of the DEQ which operates under the regulations of the UpS. Environmental Protection Agency and receives capi~li,~tlon..grin, tS_' through the.~rCa~t~ of Federal Domestic Assistance (CFDA) No. 66.458: Capitalmmon Grants tO Revolving Funds. As such, the SRF progrnm and its loan recipients are subject to the U.S. Office of Management and Budget Circular A-125, "Audits of State and Lbcal Borrowers are subject to Governments" implementing the Single Audit Act of 1984. _ . C~ A-128 to the extent that loan proceeds include federal capit__nliTntion grant of each fiscal year. The Borrower is responsible lor com?llallc~ wire ~ tzo procedures. (E) AGREEblY-NT O1~ BORROWER TO REPAY. The Borrower agrees, to_repay nH agrees m repay all amounts owed on this lonn within twenty years o~ me acttm compieno (F) AUTHORIZATION. (1) This Loan Agreemmt is g/yen as ev/dence of a loan to the Borrower made by the DEQ ~ ~o ORS Title 21 and ORS Chapins 190, 287, 288, and 468, as amended, and shall be subject to the ptesent ~ons of the DEQ and to its (2) The Borrower has authorized this agreement pm~nt to ORS 468.439 by a resolution or ordinance, which was duly passed by the Borroweffs governing body as described in Section 1(O) on page 2. (G) TERMINATION OF LOAN AGREEMENT. Upon compliance by the Borrower with nil of its obligations under this Loan Agreement, including payment in full of thc Final Loan Amount, accrued interest and fees, this Loan Agreement will terminate and the DEQ shall take the steps necessary to release the DEQ's inl~rest in any collateral given as security under ~ Loan Agreement. Cn'Y o~ WOODSUm,~ ' R98411 · 6117/96 LOAN AGREEMEN'r OREOON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE6 111 (H) NOTICES. Ail notices, payments, statements, demands, costs, approvals, ~ons, offers, designations, requests or other communications under this Loan the Borrower, addressed m the location listed m Seotion l(IO on page ~, D~uu Address,' and if to the DEQ, addressed to: State Revolving Fund Program Water Quality Division Department of Environmental Quality 811 S.W. Sixth Avenue Portland, Oregon 97204-1390 or tO slJoh other addresses as the respecliv~ parties may fi'om time to time desigllatel deliver(~any HJRTRER INSl~UMEbrlg. The Borrower and the DEQ ,gree m execum and written instruments necessa~ to carry out any agreement, ~ condition or assmance in ~ Loan Agreement wlmgver occasion shall arise end reasonable request for Loan Agreement ~.ll be assigned by thc Borrower only with the written approval of the DEQ. (L) l~ws GOVEmV~O. This agreement shall be consmmi and interpreted in accordance with the laws of the Sta~ of Ch~on as ~ same from fmc to time exist. (M) 3UR~SDICHON OF LmGATION. Any litigation brought under this Loan Agreement shall be conducted in the courts of the county des~ by the DEQ or in thc courts of Marion County. (N) VALm~ A1~ SEVE~~. If any part, term, or provision of this Loan Agreement, or of any other loan document, shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by either paRy, the validity of the ~znaining portions or CITY OF WOOpBURN ' R98411 · 6/17/96 LOAN A(3REEMEN'¥ OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE7 provisions shall not be affected, and all such l~udning portions or provisions ~!i remain in full force and effect. 1.ef~~ ARTICI~ HE. ADINGS. All headings 'contained herein nrc for con .v~..'.e~. of ~aly and are not intended to define or limit tl~ scope of any provision ot ires Loan Agreement. III ARTICLE 4: TERMS, CONSIDERATIONS, AND PROCEDURF~ (A) OI, INION OV LgGAL COUNSgL. The DEQ shall not be obliga~ to disburse DEQ, to the effect ~ (1) The Borrower has the power nnd attthority to execu~ nnd deliver, nnd affecOng ~edi~es figlas generally, ~nd (3) To ~ ~s ~~ ~ ~ ~ ~ ~ ~ ~y o~ ~m~ ~, ~ ~, ~ hw m ~ ~~ ~ a ~ or ~ ~& it ~ ~ (4) ~ on ~ S~ 1o~ ~ ~dud~ ~m ~ ~e ~ ~on 103(a) of&e ~ ~ue ~ of 1986 ~ ~m~ ~ ~Y ~o~ or mli~ (~ R~u~ ~ ~ ~ for ~c 1~ ~ not ~~ ~ ~ch ~ ~ ~ S~on 1 lb, ~cle ~ of &e ~on ~~om CrrY OF WOODBURN ' R98411 ' 6117/96 LOAN AGRI~t~MEN'~' OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND (B) BORROW~R'sFn~A~O-A~R~CORDS. appropriate and complete financial PAGE8 111 (1) The Borrower sbn" maintain accounts for this Project, for this debt service fund, and for the loan relmyment funding source at all times during the mm of ~is Loan ~ consisU~ with Genenlly Principles, and Sta~ lvfmimum Standards for Audits of Yunic/pal Corporations. Separ~ accounting will be pedonned for the Facility producing the gross sewer revenues and for lite Project (2) The Borrower shall retain files and records relating to the Project .and fids Loan Agreement for at least three 0) years af~ the project has been comp~ and all amoums due ureter this Loan Agreement nre fully rC-l~d. O) Audit. Federal enabling legislntion and rules require an audit of Och SRF loan. DEQ agrees to nccept the following as adeq~_~ to meet this requiron__ ent. (a) A full and complete acco~ of Project costs /naured including document~on to support each cost element with a smnmaty of the total corn of the Project and the sources of funding sulxnit~ to the DEQ no more than six months following project completion;- snd (b) A copy ~e Borroweffs anmutl audit report provided by December 31st of each year until the loan is fully repaid. instmtble in connection with shnilar projects ann as ~s usunuy camm (D) SgWFM RATE COVFfO, NT. (1) Sewer Rnlrs to Cover Debt Sentice Payments. The Borrower covenants with the DEQ and any assignee of this Loan Agreement that the Borrower shall charge fees in connection with the operation of the sewer system which are adequate to genera~ Net Operating Revenues in each fiscal year equal to or greater than the debt service coverage factor given in Section I(Q) on page 2 multiplied by the debt service payments due under this Loan Agreement in that fiscal year. LOAN AGREEMENT CITY OF WOODBURN ' R98411 · 6/17/96 - OREGON DEPARTMENT OF ENVIRONMENTAL QUALrrY STATE REVOLVING FUND PAGE9 (2) Sewer Rat~ Adjustments. If the Borrower fsil.~ to charge fees at the level required by thi.n Section, the Borrower shall promptly adjust its fees to assure furore compliance. However, failure to adjust fees shah not constitute an event of default here-muter if the Borrower transfers funds to the Sewer Fund from other discovers the deficiency. Any transfers or deposits to the Sewer Fund shall be mnin~ined in the Sewer Fund and be used only for ~ for which the Net O) Conditions of Defmdt. If the Borrower meets compliax~ with paragraph (2) of this section by tmnsfening funds to ~ _Sew~ Fund to~_~a to be in default on the loan unless the Borrower can s~ow mat sewer rates were inn~fflcient to cover expenses and debt service for three consecutive years, the Borrower may be deemed m I~ in default (4) Finandnl Reporting Requirement. The Borrower shall provide the DEQ wi~h a xqx~'t which demonstnges thc Borrowers complian~ with fl~e xequiretmnt~ of this sectionby December 31st of each year unfil th¢ loanis xqmid- If the nttdit report described in Section 4(BX3Xb) on ~ g identifies ~he Net Opeming ~ and of subsection (1) of ~ s~don, tl~ audit report d~ca't~d in So~i~ 4(BX3Xb) on page $ sha~ sa~fy the ~lui~me~ of this subse~on- (1) Thc Borrower covenants with thc DEQ nnd nay assignee of this Loan Agreement th~ the Borrower shall create a restricted Loan Reserve Account, which it shnIl hold in trust for the benefit oflhe DEQ and any assignee of this Lonn~ amounts due heremuter until the loan, interest and fees have been fully p.-l~aid. (2) The Borrower covenants that it shall deposit an amount equal to the Loan Reserve Requirement ns descdb~ in Section I(R) on page 2 into the Loan Reserve Account no la~ than the first day on which a disbursement is received hereunder. O) The Borrower covenants tint ff the balance in the Loan Reserve Account falls below the Loan Reserve Requirement, it will promptly deposit an amount sufficient to restore the balance from the first net revenues available after LOAN AGR~EMEN'r CITY OF WOODBURN ' R98411 · 6117/96 OREGON DEPARTMENT OF ENVIRONMENTAL QUALrrY STATE REVOLVING FUND PAGE 10 payment of the amounts due hereunder unless the deposit has been made previously from other money of the Borrower. DISBURSEMENT OF LOAN PROCEEDS. (1) Bid Doo~ments. The DEQ shall not be obliga~ to disbmze any loan proceeds to the Borrower hereunder unless and until lhe Borrower has submitted'a copy of thc awsrded contract and bid documents to the DEQ for the portion of the sta~m~ and forms as may be reasonably required by the DEQ. (3) Adjustments and Commons. The DEQ may at any time, review ~nd audit requests for disbursement and make adjustmen~ for, but not limited to, inelig~ole expenditm'es, m~ematical errors, items not built or bought and unacceptable work. Nothing herein contained shsll require the DEQ to pay any amounts for labor or materials .unless satisfied that such clsims m'c reasonable end that such labor end mat~els wcrc actually expended end used in the completion of the Project. In ,ddition, thc DEQ shell not bc rcquircd to disburse loan ln'occcds in any mount grce~ than thc total c~_'m*~i cost of the work complctcd st the fimc of thc disbursement es detcrmi~ by thc DEQ. proof that retained funds were paid to the contract. 365/366 day year until lhe Final Loan Amount is &mmine~ After the Final Loan Amount is determined and the final ~l~ment schcdule is prcpan~ int~est on furore scheduled payments will accrue on a 360 day year basis and compound sem/-annually on the payment due dates. Scheduled payments will be applied to interest and principal according to the repayment schedule, rather than being applied based on the day the payment is received. 111 CITY OF WOODBURN ' R98411 · 6/17/96 LOAN AGREEMEN'r OREGON DEPARTMENT OF ENVIRONMENTAL QuAt. rrY STATE REVOLVING FUND (1) Loan Processing Fee. The Borrower agrees to pay a one-time loan processing fee of one and one-bnlf percent (1.5%) of the.F, in~l, ~ ~.mo~,, ,,T~, ¢ loan processing fee sbnll be assessed nfl~r the Final Amount ~s delmmmeo nun sram Ge due and payable as described in Section I(H) on page 1. (2). Loan Servicing Fee. The Borrower asx~s to pay an annual loan servicing tee dur~ the repaymmt period equ~ to one-~*~f of one percent (0.5%) of upon the Outstanding Loan Amount prior to the posting of the payment due on that dat~. (3) t~te payment Fee. The ~orrower agrees to pay immediacy ~ demand of the DF.O, a late fee equal to five percent (5%) of any loan payment which is not received by the DEQ on or before the tenth day nfa~ such payment is due. Thi.~ late fee shnll also apply to any loan processing fee or loan servi~ fee which is due on that loan payment due date. PAGE 11 111 (1) Final Loan Amount After the final request for loan proceeds is submi~ by the Borrower and disbursed by the DF-Do the Final Loan Amount will be over the bnl__ance of the repayment lerm specified under "Terms of Repayment" in Section 1(0 on page 1. (2) Int~xim Payments. The Borrower agrees to make the first repayment on the loan ns stnt~ on the repayment ~e, but, in any case, no later than one year following the ac~_~nl completion date of the Project. Semi-annual payments will continue.to be due based upon a ~ or ~ schedule until the Final Loan (3) Repayment Schedule. A final repayment schedule will be calculated after the final dis~ is made and the Final Loan Amount is deter~ine~ This remaining scheduled payments will amortize the Final Loan Amount over the remaining n~_tmber of ye,rs or payments specified under "Terms of Repayment" in Section l(J) on page 1. Attached as Appendix A is a provisional repayment schedule based on the estimated completion date and original Loan Amount CITY OF WOODBURN' R98411 · 6/17/96 L~AN AGREEMENT ORE~ON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE 12 (4) Crediting of Scheduled Payments. Scheduled payments will be applied first to fees due, if any, and then to interest acco~ to the repayment schedule, and then to principal. (z) Credith~ of Unsd~ded Payments. An unsched~ed psyme~ including any In'epayments md inaial Inymen~ will be applied first to fees due, auy, md then to interest ~ using a 365~366 day year, and then to principal. the same interest ~ ~ ~ ~ to reduoe the loan m~mrity-Aflrr a partial for the same number of payments to ~ the loan payment amount. (6) Final Payment. All outstanding loan principal, interest and fees will be due and payable no later than twenty years afl~ the completion date. (1) Optioml Prepayrm~ The Borrower may prepay any amounts owed on this loan without penalty on any lmsiness day upon 24 hours l~ior written notice. loan, it will prepay the portion of the Loan constituting a double benefit. 111 ARTICLE 5: GENERAL I~._.PRF.~ENTATIONS, WARl~q'lq~ ~ COVENANT~ (A) REI,~~A~ONg AND WARRANTIES O1~ ~ BORROWER, (1) The Borrower hereby certifies, recites and declares fl~at all acts, conditions and lhings required to exist, happen and be performed precede~ to and in the issuance of figs Agreement have existed, have happened, and have been performed in due time, form and manner as required by la~r, and that the Loan Amount together with all obligations of the Bonower does not, and will not, exceed any limits prescribed by the Constitution and Statutes of the State of Oregon or the Borrower's authority. CITY OF WOODBURN ' R98411 · 6/17/96 LOAN AGI~-MENT OREOON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLV~G FU~D PAGE 13 111 (2) The Borrower warrants that it is a duly formed and existing municipal corporation of the Stn~e of Oregon nnd has full corporate and other power to enter into (3) The Borrower warran~ that ~here is no material adverse informntion relating to the Project or thc loan, known to the Borrower, which has not been disclosed to the DEQ. Agreenmnt, will violin any provision of law, o~ any order of any court or other ngency of govemmmt, or any agreement or other insmnnem to whic.~ thc Borrower is now a party or by which the Borrower or any of its properties or assets is bound, nor or the passage of time or both) trader sny such agreement or olher ~ or, ~xe~t as provided heretmder, reault in the creation or imposition of any lira, charge or eaeambm~ of any mmtr~ whatsoev~ upon any of the property or assets of the Bon~wer. complied with during the term of fltis Loan Agreanmt. REPR~KNTAT~Om AND WARRANTI~ O~ THE DEQ. The D~ ~ O~ ~~ 3~, ~ion M, W ~ ~W &e ~o~ wn~~ ~ ~ ~ ~~t ~d ~ ~ o~ &e ~~s ob~o~ ~~. ~Y ~~~f~ S~ ~e ~ ~ ~e ~~s ~~ ~ ~ ~ ~~ m ~ ~ ~ ~is ~ A~~t ~d ~ ~e ~e 1o~ ~ ~~1~ h~. CITY OF WOODBURN ' R98411 · 6/17/96 LOAN AGREEMENT 7 ~ ORE~N DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE 14 (C) PROJECt ASSURANCES. Nothing in this Loan Agreement prohibits the Borrower from requiring more assurnnces, ~_mrantees, or indemnity or other contra~_l_nl requirements from any party pedorm Project work. (D) GENERAL COV~ANTS OF THE BORROWER. The Borrower covenants with the DEQ thnt: (1) The Borrower shall use the loan funds only for payment of or reimbursement of costs of the Project in accordance with this Loan Agreement time claimin the same or any therei (3) The Borrower shall not sell, transfer, or encumber the sewer system without the prior writl~ nppmvnl of the DEQ, which approval shall not unreasonably be withheld. Upon sale of the sewer sysmn or the Project, in whole or in part, to a priv~ ~, fl~i~ SRF loan shall be immedi_n_~ly due and payable in full (4) The Borrower shall undertake the Proje~ request ~ under this Loan ~ and use the Loan Amount in full compliance with all applicable laws and rules of the Stn~ of Oregon, including ORS Chapm' 468 and Oregon Administrative Rules Sections 340-.54-005 to 340-54-075, ns they may be amended from time to lime, and all applicable laws and rules of the Un/ted Slates, including Title VI of the Clean Wa~ Act ~s amended by the Wafer Q~mlity Act of 1987, Public Law 100-4 and any subsequent ame~lmems, and.all applicable ndes of lite U.S. Environmental ~on Agency. Article l0 lists many of the applicable federal hws and authorities (S) To the fullest extent permi~ by law, the Borrower shah indemnify, save, defend and hold the DEQ harmless in nny action, suit, or claim ndsing from the (6) The Borrower shall disburse monies from the loan proceeds solely for the costs of the Project. (7) Concurrent with the execution and delivery of ~his Loan Agreement, or as soon thereafter as practicable, the Borrower shall take all steps necessary to cause the Project to be completed in accordance with all applicable DEQ requirements. 111 Crrv oF WOODSUm~: R98411: 6117/96 LOA~ AGREEMENT ORE~N DEPARTMENT OF ENVIRONMENTAL QUALITY REVOLVING FUND PAGE 15 (8) If the Loan Amount is not s-fficient to pay for Rte costs of the Project in full, the Borrower shall pay at its own expen__ ses from its own funds and without any right of reimbursement from the DEQ nil such costs of the Project in excess of the loan funds and additions thereto. (9) The Borrower shall take no action which would adversely affect the eligl~oility of the Project as a State Revolving Fund Project, or cause a violation of any loan covenant herehL (10) The Borrower shall keep the sewer system in good repair and woddng order at all tlm~S ~ Opgta~ thg ~ ill 931 efficient and economical numner. (E) PRigrgc'r COVENAKrs OF THK BORROW'gR. Thc Borrower covmants with thc DEQ thaC (1) MBE, WBE and SBRA Affmnafive Sl~'l~s. The Borrower shall promote a fair share award to Small Businesses in Rural Areas, Minority Business F. amprises, and Women's Business Enlmtnises on all contract and subconm~s awarded as a part of the Project. (2) S~ Bond. Unless the DEQ provides a written waiver, the Borrower shall have all prime coniracm~ execute and deliver a cotpontte surety bond acceptable to the DEQ for ~he faithful pedormance of the contract or subcontract and payment of all hens and iienable expenses in connection therewith in a sum eqnsl to the contract or subcontract price. (3) Rmi~e. Thc Borrower shall include a five perc~_ t (5%) mainage provision in all of the Borrower's contracts for Imrchases or co~, letion of any part of the Project greater in cost than One Hundred Thousand ($100,000) Dollars. (4) Change Orders. The Borrower shall submit all ~ orders to ~he DEQ. The Borrower shall not use amounts loaned under ~is Loan Agreement to pay for costs of any change order which has not been approved, in writing, by the DEQ. This subsection shsll not ~ rite Bm~ower from approving a change prior to approval by DF~ as long as the Borrower accepts the risk of paying for costs of the change if it is not approved by DEQ. CITY OF WOODSUP~' R98411 ' 6/17/96 LOAN AGREEMENT -T OREC~N DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE 16 ARTICLE 6: REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO CONSTRUCTION PROJECTS ONLY (A) COVENAKI~ The Borrower covenants with the DEQ that: (1) Inspections. The Borrower shall provide impections during the building of the Pwject as required by the DEQ to ensure that the Project corn?lies with inspectors under the direction of a ~ civil, mechanical or electrical engineer, whichever is apptopfi~. Thc DEQ or its ~'lXe~mmfiv~ may conduct ink, rim (2) Asbestos. The Borrower shall ensure that any removal of asbestos which may be part of this Project will be performed by parties trained and qualifie~ for asbestos _removal ($) Operation and Mainmumce Manual The Borrower shall submit a drdt facility operation and main~ m~n~i before the project is ~ Ire'cern (50°4) complete. The Borrower shall submit a facility operation and mainlnmnce ll~mml which meets DEQ appro~ before the Project is ninety pement (90%) complete. (4) Almafiom After Completion The Borrower ,h,li not materially al~r the design or ~ character of the Project after the completion of the Project without the writ~ approval of the DEQ. COSTS ALREADY INCURRED aY TiiE BORROWER. (1) The Borrower represents that the amount of constm~on costs of the Project which have been incurmi bythe Borrower for the Project as of the date of this Loan Agreement do not exceed the amounts shown in Section I(M) on page 2. (2) The DEQ has relied upon Borrowers representation as to the amount of consm~on costs inaured prior to thc da~ of this Loan ~ If that sum is within the U.S. Environmental Protcclion Agency's ~4~nition of "refinancil~# ttxe DF_~ warrants that th~ amount i~ within the exception to the ~nan~ role allowed by the EP,~ As such, State Revolving Fund rules (40 CFR Part 35) allow disbursements to be made on a rehnbursement bash. (C) PLUS ANO SPECIHCATIONS. The Borrowers plans, specifications and related documents for the Project will be reviewed and approved by the DEQ. 111 CITY o~ WOODBU~ ' R98411 · 6/17/96 LOAN AGREEMENT OREC~N DEPARTMENT OF ENVIRONMENTAL QUALrrY STATE REVOLV~G FUND PROJECT INITIATION OF OPERATIONS. (1) The Borrower shall notify the DEQ no more than thirty (30) days aflrr the actual Project Completion Dat~. (2) If the Projec~ is com~lel~d, or is completed except for minor imm, and the Project is operable, but the Borrower has not sent its notice of initiation of operation, the DEQ may assign an initiation of operation date. PAGE 17 111 ARTICLE 7: RIGHT~ OF DEQ; LIMITATIONS ON DEQ RF3PONSlBIIXrIF3 (A) QUALITY OF MA~ The DEQ docs not warrant or guamnire the q~lity of mamials supplied to and which beco~ a part of the Project, the quality of the wodmum~p performed upon the project, or the exlrm and stage of completion of' the Project, and no such wman~ or guarantee shall be implied by virtue of any impecfion or disbursement made by the DEQ. (B) L~BHXrY Or ThE DEQ. It is expressly understood and _%oreed flint the DEQ will be under no liability of any kind or chzmc~ whatsoever for payment of labor or materiah or otberwhe in connection with the completion of the Project or for the ~dng out of contracts catered into by the Borrower with third parties for the completion of the Project All cos~ of material, labor and conslmction, including indirect cos~ shall be paid by the (C) R~G~T OF ENTRY AND INS~'F, CnON. The Borrower will allow ihe DEQ or its reasonable notice to the Borrower to inspect the Project and for all other lawful pmpos~ including the examining of books and records pertaining to the'Project or this Loan Agreement and to make extracts and copies thereof. (D) DEQ NOT REQtUR~D TO ACT. Nothing conalned in this Loan Agreement shall require the DEQ to incur any expense or to take any action heromder, and it shall not be liable to the Borrower for any damages or claims arising out of action taken pmsuant to this WAIVERS AND RESERVATION OF RIGHTS. (1) The waiver by the DEQ of any breach by the Borrower of any term, covenant or condition of this Loan Agecment shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Loan Agrecment~ The DEQ may pursue any of its remedies hereunder concurrently or Crrv ov Wooo~um,~ · R98411 · 6/17/96 LOAN AGREEMENT OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY ~TATE REVOLVING FUND consecutively without being deemed to have waived its right to pursue any other remedy. (2) Nothing in ~ Loan Agreement affects the DEQ's right to ~ ~ ~tion, includin~ but not limited to, ~lmi~isl~afi~ ent'omement ~tion and s~ions £or breach of contract against a Borrower that fail.~ to cany out its ob~ons under this Loan Agreement. PAGE 18 111 (F) NONLIABILITY OF STATE. (1) The State and its oflioas, agents and employees shall not be liable to the Borrower, otto any other ~ whomsoev~ for any death, injury, damage, or lOSS of the Proje~ The Borro~ shall, and does hereby agree to the extent permit~ by law and the Oregon Constitution, to indemnify, defend, save and hold the Stal~ its officers, agents and employees harmless from and defend each of them S~o~in~ any and all claims, liens and judgmems for death ~ injury to, or loss by any person or damage to property whatsoever ocoming in, on or about the premises of the Project or due to tl~ ~ or activities of the Project, and, to thc extent permitt~ by law, any reasonable m~ffs' fees and expense incurred in connection with litigation or activities of the Project or actions, con~ct~ penni~ or lieemes obmine~ to, or performed by the Borrower in connection therewith. (2) Any findings by the Department concerning thc Project and any inspections or analyses of the Project by the DEQ are for proposes of determining eligibility for the loan and disbulsement of loan proceeds only and do not constitute an endorsement of the feasibility of the .Project or its components or an assurance of any kind for any other purpose. O) Review and approval of facilities plans, design drawings and specifications or other documents by or for thc DEQ does not relieve the Borrower of its responm'bility to properly plan, design, build and effectively operate and maintain thc Fac~ty as required by law, regulations, permits and good management practices. ARTICLE 8: DEFAULT AND REMEDIF,~ (A) - EVENTS OF DEFAULT. The occurren~ of one or more of the following events shall constitute an Event of Default, whether occurring volunlafily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency: CITY OF WOODBURN' R98411 ' 6/17/96 LOAN AGREEMENT OREC, ON DEPARTMENT OF ENVIRONMENTAL QUALITY STATE REVOLVING FUND PAGE 19 (1) The Borroweffs failure to make any loan payment within thirty (30) days after the payment is scheduled to be made according to the repayment schedule; (2) The Bonower's failure to comply in any mam~ respect with any other covemnt, condition, or _%*reement of the Borrower hereund~ for a period of thirty (30) days after notice thereof from the DEQ; (~) The DEQ reasonably dem~ines that any ~tion or warranty made by the Borrower hemmd~ was untrue in any mamial respect as of the date it a tnmee or receiver for the Bo~ow~ or a substantial part of its propa~, or in the absence of such application, consent, or acqui~ a tms~ or receiver is appointed for the Borrower or a substantial part of its property and is not discharged within sixty (60) days; or any bankrupt, ~rganiz~ion, debt axrangement or the Borrower or is not dismissed within ninety (90) days; or (5) The DEQ reasonably determines that, as a result of any changes in the Constitution of thc United States of America or tbe ~n Constit~oa or as a result of any legislative, judicial, or ~dmlni~rative action, any part of thi.~ Loan Agreement shall have become void or unenforceable or imposs~'ole to perform in accordance with the inlrntion and purposes of the parties hereto, or shall have been declared unlawful. ~IES. If the DEQ determines that an Event of Default has ocamed, the (1) Declare the Outstsn~ Loan Amount plus any unpaid accrued interest and fees immediately due and payable; (2) Cease making disbursement of loan proceeds, or make some disbursements of loan proceeds and withhold or refuse to make other disbursements; O) Appoint a receiver at the expense of thc Borrower to operate the Facility and collect the gross revenues; (4) Pay, compromise or settle any liens on the premises or the Project or pay other sums required to be paid by the Borrower in connection with the Project, at the DEQ's discretion, using thc loan proceeds and such additional money as may be 111 CITY OF WOODBURN ' R98411 ' 6/17/96 LOA~ AGREEMENT ORI~3ON DEPARTMENT OF ENVIRONMENTAL QuA~rrv STATE REVOLVI~O F~ND PAOE 20 required. In the event of payment by the DF, Q, or any payment out of the loan proceeds secured hereby, of any encumbrance, lien, claim, or demand, the DEQ may, at its option, be subrogated to the extent of the amount of such payment to all the rights, powers, privileges, and remedies of the payor or payee, as the case may be, and any such subrogation rights shnli be additional cumulative security for this Loan (5) Direct the State Treasurer to withhold any amounts otherwise due to thc Borrower from thc Sta~ of Oregon and, m thc ~mt pmnit~ by Law, direct ~t be deposited into the Stsle Revolving Fund; (6) Compel the specific performance of any ~ covenant, or conditi6n of this Loan Agreement; and (7) Pursue any other legal or equitable remedy it may have. incur other expenses for the DEQ's successful enforcement of or the perfo~ or observance of ~ obh'gation or agreemmt on the part of the Borrower conUdned therein, the Borrower %orees that it will, upon demand thereof~ pay ~o the order of thc DEQ thc reasomblc fee of such attorneys and other expenses inanred by the DEQ. 111 The ~ Administrative Rule references the Sta~ Revolving Fund Procedures MAm,,d for guidance on many aspects of Section 212 publicly-owned treatment works projects. This are simngly mcouraged to consider and follow the guidance when applicable. Some sections ARTICLE 10: APPLICABLE FEDERAL AtrrHo~ AND LAWS ("CROSS-CUTTERS") (A) ENVIRO~AL LEGISLATION: Archaeological and Historic Preservation Act of 1974, PL 93-291. Clean Air Act, 42 U.S.C. 7506(c). Coastal Barrier Resourc~ Act, 16 U.S.c. 3501, et seq. Coastal Zone Management Act of 1972, PL 92-583, as amended. CrrY oF WOODBUR~ ' R98411 · 6/17/96 LOAN AGI~fZMBNT OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STATI~ REVOLVING FUND Endangered Species Act 16 U.S.C. 1531, et seq. Executive Order 11593, Protection and Nahancement of the Cullm~ Environment. Executive Order 11988, Floodplain Management. F_ocecufive Order 11990, Protection of Wetlands. Fmmland Protection Policy Act, 7 U.S.C. 4201, et seq. Fi~ and Wildlife ~on Act, PL 85-624, ss amended. National Historic Preservation Act of 1966, PL 89-665, as amended. Safe Drinking Water Act, Section 1424(e), PL 92-523, ss amended. Wad and Scenic Rivers Act, PL 90-542, ss amended. Federal Water Pollution Control Act Amendments of 1972, PL 92-500. PAO£21 ECONOMIC ~TION: Demonstration Cities and Metropolitan Developmc~ Act of 1966, PL 89-754, as ammded. Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, inclmting Executive Order 11738, Administration of the Clean Air Act and the Fedexal Water Pollution Control Act with Respect to Federal Contracts, Grants or Loans. (C) SOCIAL LEGggLAT~ON: Age Diso'iminAtion Act, PL 94-135. Civil Rights Act of 1964, PL 88-352, as amended, 42 U.S.C. 2000d et seq. Section 13 of PL 92-500; Prohibition against Sex DiscriminAtlon under the Federal Water Pollution Control Act. Executive Order 11246, Equal Employment Opportunity. Executi~ Order 11625 and 12138, Women's and lVfinority.Business ~. Section 504 ofthe Rdmbilit~on Act of 1973, PL 93-112 ('including Executive Orders 11914 and 11250), as amended, 29 U.S.C, 794. (D) MISC~ ]ANGUS AU'rlIOR1TY: Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 92-646. Executive Order 12549 and 40 CFR Part 32, Debarment and Suspensiom Disclosure of Lo~ Activities, Section 1352, Title 31, U.S. Code. Crrvov WOODSUP.~: R98411: 6/17/96 LOAN AGREEMENT OREGON DEPARTMENT OF ENVIRONMENTAL QuA~rr~ STATE I~VOt.ViNG FUND P^oE 22 AR~CLK 11: LOANExEcin'ION This loan agreemmt is executed between the STATE OF ORF. C~N DEPARTMEKr OF ENVlRONME~AL QUALrrY (the "DF.Q") and the CITY OF WOODBURN (the "Borrower") effective as of the da~ indi~ in Section I(E} on page 1. 111 I~3RROWER: CITY OF WOODBURN Typed Name: Title: STATE OF OREGON, ) ) County of ) This instrument was acknowledged before me on by asthe Name Title DEQ: STATE OF OREC~N DEPARTMENT OF ENV~ONMENTAL QUAt.wY Authorized Officer Typed Name: l~m~don M~rsh Title: Director Date CITY OF WOODBURN ' R98411 · 6117/96 LOA~ AGREEMENT OI~GON DEPARTMENT OF ENVIRONMENTAL QUALrrY STATE REVOLVING FUND IBORROWER: SRF LOAN NO.: LOAN AMOUNT: Due Date Pmt~ 7/1/98 1 12/31/98 2 711/99 3 12/31/99 4 7/1/00 5 12/31/00 6 7/1/01 7 12/31/01 8 7/1/02 9 12/31/02 10 7/1/03 11 12/31/03 12 7/1/04 13 12/31/04 14 711/05 15 12/31/05 16 7/1/06 17 12/31/06 18 711/07 19 12/31/07 20 711/08 21 12/31108 22 7/1/09 23 12./31/09 24 7/1110 25 12/31110 26 711111 27 12/31111 28 711112 29 12/31112 30 7/1113 31 0.00 78,600.00 60,000.00 138,600.00 69,192.37 78,600.00 20,000.00 167,792.37 70,552.00 77.240.37 0.68 147,792.37 71,638.35 75,684.02 19,301.28 167,093.65 73~351.64 74~440.43 0.00 147~792.37 74,793.30 72,999.07 18,574.83 166,367.20 76,262.99 71,529.38 0.00 147,792.37 77,761.56 70,030.81 17,819.55 165,611.92 79.289.57 68,502.80 0.00 147,792.37 80,847.61 66,944.76 17,034.29 164~826.66 82,436.27 65,356.10 0.00 147,792.37 84,056.14 63,736.23 16.217.87 164,010.24 85,707.84 62,084.53 0.00 147,792.37 87,392.00 60,400.37 15,369.05 163,161.42 89~109.26 58,683.11 0.00 147,792.37 90,860.25 56,932.12 14,486.54 162,278.91 92,645.66 55,146.71 0.00 147,792.37 94,466.14 53,326.23 13,569.01 161,361.38 96,322.40 51,469.97 0.00 147,792.37 98.215.14 49~577.23 12,615.07 160~407.44 100,145.07 47,547.30 0.00 147,792.37 102,112.92 45,679.45 11,623.27 159,415.64 t04,1 t9.44 43,672.93 0.00 147,792.37 106,165.38 41,626.99 10,592..11 156,384.48 108A51.63 39;540.64 0.00 147,792.37 110,378.67 37,413.70 9,520.02 157,312.39 112,547.62 35.244.75 0.00 147,792.37 114,759.18 ' 33,033.19 8,405.39 ~ 156,197.76 117,014.19 30,778.18 0.00 147,792.37 119,313.52 28,478.85 7,246.53 155,038.90 121,658.03 26,1 34.34 0.00 147,792.37 12/31/13 32 124,048.61 23,743.76 6,041.67 153,834.04 7/1/14 33 126,486.17 21,306.20 0.00 147,792.37 12/31114 34 128,971.62 18,820.75 4,788.99 152,581.36 7/1/15 35 131,565.91 16,256.46 0.00 147,792.37 13,702.36 3,486.61 151,278.98 $147,792.3~°J Principal Balance $4,000,000.00 4,000,000.00 3,930,8O7.63 3,860.255.63 3,788,317.28 3,714,965.34 3.64o.17.2.04 3,563,906.05 3,486,147.49 3,406,857.92 3,326,010.31 3,243,574.64 3,159,517.90 3,073,810.06 2,986,418.06 2,897~308.80 2,806,448.55 2,713,802.89 2,619,336.75 2,523,014.35 2,424,799.21 2,324,654.14 2,~'~541.22 2,118,421.78 2,012.256.40 1,904,004.87 1,793,626.20 1,681,078.58 1,566,31 9.40 1,449,305.21 1,329,991.69 1,208,333.68 PAGE 23 111 12/31115 36' 1,064,285.05 957,798.88 828,827.26 697,321.35 563,231.34 7/1116 37 12/31/16 38 7/1/17 39 ' 12/31117 40 TOTALS 134,090.01 136,724.87 11,067.50 0.00 147,792.37 139,411.52 8,380.85 2,132.53 149,924.90 . 142,! 50.95 ........... 5,641..42 0.00 147,792.37 144,944.00 2,848.15 724.72 148,516.87 $4,000,000.00 $ 1,642,502.21 $289,549.33 $6,132,051.54 426,506.47 287,094.95 144,944.00 0.00 CITY OF WOODBURN ' R98411 · 6/17/96 LOAN AGREEMENT OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY STA~E REVOLVING FUND PAGE 24 APPENDIX B: RESOLIYrION [Attach copy of the Resolution approving the loan] 111 CITY OF WOODBURIq ' R98411 ' 6/17/96 LOA~ AGREEMENT 11J MEMO TO: THROUGH= FROM = DATE = SUBJECT= MAYOR AND CITY COUNCIL City Administrator Childs Mary Tennant, City Recorder ~ June 13, 1996 Resolutions -- State-Shared Revenues RECOM~NDATION= Approve the accompanying Council Bills certifying the City's eligibility to receive state-shared revenues. BACKGROUND: Annually, the City is required by statute to a~opt resolutions certifying our eligibility to receive state-shared revenues and State Revenue Sharing funds. Tax prorations for gas, liquor, cigarette, and State Revenue Sharing provide a significant amount of revenue to the City for funding budgetary programs. COUNCTL B~LL NO. /~,~ ~/ RESOLUTION NO. A RESOLUTION CERTIFYING THE ELIGIBILITY OFT HE CITY OF WOODBURNTO RECEIVE STATE-SHARED REVENUES DURING FISCAL YEAR 1996-97. WWRREAS, Oregon Revised Statutes 221.760 provides that the officer responsible for disbursing funds to cities under ORS 323.455, 366.785 to 366.820 and 471.805 shall, in the case of a city located within a county having more than 100,000 habitants according to the most recent federal decennial census, disburse such funds only if the city provides four or more of the following services: (1) Police protection, (2) Fire protection, (3) Street construction, maintenance, and lighting, (4) Sanitary sewer, (5) Storm sewers, (6) Planning, zoning, and subdivision control, and (7) One or more utility services, and WHEREAS, City officials recognize the desirability.of assisting the state officer responsible for determining the eligibility of cities to receive such funds in accordance with ORS 221.760, now, therefore, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn hereby certifies that it provides the following four or more services enumerated in ORS 221.760: (1) (2) (3) (4) (5) (6) Police protection; Street Construction, Maintenance, and Lighting; Sanitary Sewers; Storm Sewers; Planning, Zoning, and Subdivision Control; and One Utility Service. llJ Approved as to form: /s/N. Robert Shields City Attorney Date APPROVED NANCY A. KIRKSEY, MAYOR Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST Mary Tennant, Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. RESOLUTION NO. 7 ~ 11K RESOLUTION NO. A RESOLUTION DECLARING THE CITY'S ELECTION TO RECEIVE STATE REVENUES DURING FISCAL YEAR 1996-97. WHEREAS, Oregon Revised Statutes 221.770 requires the City to provide documentation to the State of Oregon advising them of their intention to participate in the State Revenue Sharing Program, now, therefore, THE CITY OF WOODBURNRESOLVES AS FOLLOWS: Section 1. Pursuant to ORS 221.770, the City hereby elects to receive state revenues for fiscal year 1996-97. ." Approved as to Form: Is/N. flob t Shields City Attorney Date APPROVED NANCY A. KIRKSEY, MAYOR Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST. Mary Tennant, Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. RESOLUTION NO. 11L- 11M MEMO TO: FROM: SUBJ.: DATE: Mayor and City Council Chris Childs, City Administrator NORCOM Office SoacelServices Aqreements June 18, 1996 RECOMMENDATION: Approve two accompanying entering into Building Lease and Agreement for Communications Agency. Council Bills (resolutions) Services with NORCOM BACKGROUND: When NORCOM was created on July 1, 1995, it was agreed that the agency would begin paying rent on its office space in city hall which had previously been provided at no charge by the city during the period that NORCOM was a city-operated function. It was also agreed that, after the July 1, 1995 date, the city would continue to provide certain administrative functions to NORCOM, including payroll, some benefit management services, limited continuing computer access and some computer maintenance services. The content of both agreements was thoroughly discussed, agreed upon and the necessary compensation adequately budgeted by NORCOM. These two docu- ments formalize the previous understandings and agreements, and are both retroactive back to the July 1, 1995 inception of NORCOM as an independent agency. The initial term of the Building Lease is for two years, through June 30, 1997. Future extensions will then be on an annual basis. The Agreement for Services is for F.Y. 1995-96 only, the year just now ending, and it is anticipated that a similar Agreement for 1996-97 will be brought before the Council for approval in the near future. cc: NORCOM 11L COUNCIL BILL NO. RESOLUTION A RESOLUTION ENTERING INTO A BUILDING LEASE WITH NORTH MARION COMMUNICATIONS (NORCOM! AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, North Marion Communications (NORCOM) is an intergovernmental entity created by intergovernmental agreement pursuant to ORS 190.010, and WHEREAS, the City of Woodburn participated in the creation of NORCOM and is a member agency, and WHEREAS, the city wants to work cooperatively with NORCOM so that the members of the Woodburn community can be best served, NOW, THEREFORE,. THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor and City Recorder are authorized to execute, on behalf of the city, a Building Lease with North Marion Communications (NORCOM). Section 2. That a copy of said Building Lease is attached hereto and, by this reference, incorporated herein. / Approved as to form..~ ,~V~/~~~~ ~/[~! City Attorney Date APPROVED: Nancy A. Kirksey, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Mary Tennant, City Recorder City of Woodburn, Oregon Page I - COUNCIL BILL NO. RESOLUTION NO. llL BUILDING LEASE This Lease made and entered into this day of , 1996, by and between the City of Woodburn, an Oregon municipal corporation, herein referred to as 'Landlord,' and North Marion Communications (NORCOM), an intergovernmental entity created by intergovernmental agreement pursuant to ORS 190.010, herein referred to as "Tenant". WITNESSETH: In consideration of the rent hereinafter specified and the covenants, terms and conditions herein, the parties agree as follows: Landlord owns a building commonly known as 'Woodburn City Hall,' located at 270 Montgomery Street, Woodburn, Marion County, Oregon 97071. Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord on the terms and conditions hereinafter set forth, those premises situated in the basement area of Woodburn City Hall, currently consisting of approximately 1200 square feet as more particularly described in the attached drawing which is Exhibit 'A' hereto. B. Tenant accepts the Premises as is. 2. TERM The initial term of this Lease shall be for two years commencing on July 1, 1995, and ending on June 30, 1997. Either party may terminate this Lease with or without cause and without penalty to either party upon ninety (90) days written notice. 3. RENT Tenant shall pay rent of $1,185.00 per month, on or before the first day of each calendar month. Any rent which has been accrued but has not been paid shall be paid to Landlord upon the execution of this Lease. Tenant may prepay all or any portion of the rent. If this Lease is terminated for any reason, Landlord shall immediately refund to Tenant any rent paid by Tenant but not yet earned by Landlord. Page I - Building Lease 11L % USE OF PREMISES Tenant shall use the Premises for the operation of a 9-1-1 emergency/dispatch center and related offices and for no other purpose without first obtaining the written consent of Landlord. Tenant shall not use or allow the Premises to be used for any unlawful, disreputable or hazardous purpose and shall observe and comply with all laws, rules and regulations of any municipal, county, state, federal or other public authority respecting the use of the Premises. Landlord shall pay for all heat, light, power, and other utilities used in the above-described premises, excluding telephone services. TENANT'S REPAIRS AND IMPROVEMENTS Tenant shall, at Tenant's expense during the term of the Lease, maintain and keep the Premises in good order, including all interior and exterior doors, replace all cracked or broken glass windows and doors of the Premises; repair all holes in the interior surface of the walls and floor of the premises caused by Tenant's act or omission; and repair any damage to portions of the building outside the Premises which is caused by Tenant's act or omission. Tenant further agrees to make no alterations, additions or improvements to or upon the Premises without obtaining the prior written approval of Landlord. Landlord shall not unreasonably withhold such approval. LANDLORD'S MAINTENANCE OF PREMISES. Landlord agrees to maintain during the term of this Lease the exterior walls, roof, and foundation of the building in which Premises are situated and the paved parking areas, paved street access, and to maintain in good order and repair the heating, interior wiring, exterior and interior plumbing and drain pipes to sewers or septic tanks. Tenant shall permit Landlord to use and maintain pipes, ducts and conduits in and through the Premises, and to erect the same, provided that Tenant's usable space is not unreasonably diminished and Tenant's use and enjoyment of the Premises is not unreasonably interfered with and that Landlord shall repair end refinish the affected areas after each such use by Landlord causing any damage thereto. Page 2 - Building Lease 11L J 10. Landlord or Landlord's agents shall have the right to enter the Premises, upon reasonable written notice, except in cases of emergency, when no notice shall be required, to examine the same and to make alterations, improvements, repairs or additions as are required, provided Tenant's use and enjoyment of the Premises is not unreasonably interfered with and that Landlord shall repair and refinish the affected areas and Landlord shall be allowed to take all materials into and upon the Premises as may be required for any such purposes without the same constituting an eviction of Tenant, in whole or in part. However, in the event that Tenant's business is unreasonably interfered with, Tenant may at its option, recover through reduction, offset, deduction or abatement the pro rata portion of monthly rent paid for the period directly associated with the period that Tenant is unable to conduct its normal business operations. ' Landlord shall furnish at Landlord's sole expense daily janitorial services each weekday and all janitorial supplies, required to maintain the Premises in a neat, clean and sanitary condition for the operation of Tenant's business. In the event Tenant wishes to assume the responsibility and the expense of providing janitorial services and supplies to the premises, it may do so and shall receive a $265.00 reduction in monthly rent, upon the giving of thirty (30) days written notice to Landlord. Tenant shall be responsible for the direct costs of all damages to the facilities/properties associated with Tenant's programs and activities, not including normal wear and tear. L~ENSo Tenant shall not, by reason of Tenant's acts or omission, allow any lien of any kind, type or description to be placed or imposed upon the Premises, or any part thereof, or the real estate on which it stands. Indemnity. The Tenant shall indemnify the Landlord against any expense, loss, or liability paid, suffered, or incurred as the result of any breach of the Tenant, Tenant's agents, servants, employees, customers, visitors, or licensees, of any covenant or condition of this Lease or as the result of Tenant's improvements, use or occupancy of the Premises, or any careless, negligent, or improper acts or omissions of the Tenant, Tenant's agents, servants, employees, customers, Page 3 - Building Lease 11L 11. visitors, or licensees. The Tenant's liability under this Lease extends to the acts and omissions of any sublessee or operator, and any agent, servant, customer, employee, visitor, or licensee of any sublessee or operator. Nothing in this Lease shall cause Landlord in any way to be construed as partner, joint venturer, or associated in any way with the Tenant in the operation of said Premises, or subject Landlord to any obligation, loss, charge, or expense connected with or arising from the operation or use of said Premises or any part thereof. LIABILITY INSURANCE. Tenant shall procure and maintain in force, at its expense, during the term of this Lease public liability insurance with insurers and through brokers approved by Landlord. Such coverage shall be adequate to protect against liability for all damage claims through public use of or arising out of accidents occurring in or around the premises and such liability insurance shall be provided in an amount at least equal to the liability limit for public bodies provided under the Oregon Tort Claims Act (ORS 30.260, et s~,.g.), as amended from time to time. 12. FIXTURES All partitions, plumbing, electrical wiring, and additions to or improvements upon said Premises, whether installed by Landlord or Tenant, shall be and become a part of the building as soon as installed and the property of Landlord, provided that Tenant may elect to remove any or all movable partitions paid for or otherwise owned by Tenant. All fixtures placed in or upon the Premises during the term of this Lease, other than Tenant's business fixtures, shall at Landlord's option, become the property of Landlord, with the exception of those fixtures where proprietary title is vested in either the federal, state or county government. Tenant shall have the right to remove any furniture, movable personal property and business fixtures used by Tenant in the conduct of business on the premises prior to the expiration or termination of this Lease. 13. DAMAGE BY FIRE OR CASUALTY. In the event of the destruction of the building in which said leased Premises are located by fire or other casualty, either party hereto may terminate this Lease as of the date of said fire or casualty, provided, however, that in the event of damage to said building by fire or other casualty to the extent of sixty (60) percent or more of the sound value of said building, the Landlord may or may not elect to repair said building; written notice of said election shall be given to Tenant within fifteen (15) calendar days after the occurrence of said damage; if said notice is not so given, Landlord conclusively shall be deemed to have Page 4 - Building Lease 11L elected not to repair; in the event Landlord elects not to repair said building, then and in that event this Lease shall terminate with the date of said damage; but if the building in which said leased Premises are located be but partially destroyed and the damage so occasioned shall not amount to the extent indicated above, or if greater than said extent and Landlord elects to repair, as aforesaid, then Landlord shall repair said building with all convenient speed and shall have the right to take possession and occupy, the exclusion of Tenant, all or any part of said building in order to make the necessary repairs, and Tenant hereby agrees to vacate upon request, all or any part of said building in order to make the necessary repairs, and for the period of time between the day of such damage and until such repairs have been substantially completed, there shall be such an abatement of rent as the nature of the injury or damage and its interference with the occupancy of said leased Premises by said Tenant shall warrant, and if the period of time should exceed ninety (90) days, then Tenant may elect to terminate this Lease with written notice to Landlord, effective on the date of damage; however, if the Premises be but slightly injured and .the damage so occasioned shall not cause any material interference with the occupation of the Premises by Tenant, then there shall be no abatement of rent and Landlord shall repair said damage with all convenient speed. 14. WAIVER OF SUBROGATION. Neither Landlord nor Tenant shall be liable to the other for loss arising out of damage to or destruction of the leased Premises, or the building or improvements of which the leased Premises are a part or with which they are connected, or the contents of any thereof, when such loss is caused by any of the perils which are or could be included within or insured against by a standard form of fire insurance with extended coverage, including sprinkler leakage insurance, if any. All such claims for any and all. loss, however caused, hereby are waived. Such absence of liability shall exist whether or not the damage or destruction is caused by the negligence of either Landlord or Tenant or by any of their respective agents, servants or employees. It is the intention and agreement of Landlord and Tenant that the rent reserved by this Lease has been fixed in contemplation that each party shall fully provide its own insurance protection at its own expense, and that each party shall look to its respective insurance carrier for reimbursement of any such loss, and further, that the insurance carriers involved shall not be entitled to subrogation under any circumstances against any party to this Lease. Neither Landlord nor Tenant shall have any interest or claim in the other's insurance policy or policies, or the proceeds thereof, unless specifically covered therein as an also-named insured. Page § - Building Lease 11L 15. SURRENDER AT EXPIRATION. At the expiration of said term or upon any sooner termination thereof, Tenant will quit and deliver up said leased Premises and all future erections or additions to or upon the same, broom-clean, 'to Landlord or those having Landlord's estate in the Premises, peaceably, quietly, and in as good order and condition, reasonable use and wear thereof, damage by fire, unavoidable casualty and the elements alone excepted, as the same are now in or hereinafter may be put in by Landlord. 16. DEFAULTS BY TENANT 17. Each of the following shall be deemed a default by Tenant and a breach of this Lease. ~ Nonpayment of the whole or any portion of the rents he.rein reserved, or any other sum or sums of money due to Landlord from Tenant under the provisions hereof as and when due. Nonperformance by Tenant of any other covenant or condition herein contained on the part of Tenant to be kept and performed. C. Abandonment of the Premises by Tenant. The adjudication of Tenant as bankrupt, the making by Tenant of a general assignment for the benefit of creditors, the taking by Tenant of the benefit of any insolvency act or law, receiver or trustee in bankruptcy. Within thirty (30) days after written notice from Landlord demanding performance by Tenant with respect to any such default. Landlord may declare a forfeiture of this Lease and reenter upon the premises and remove all persons therefrom, and in addition or in lieu thereof, Landlord may, at its option, pursue any other remedy provided by law or in equity for the enforcement of the Landlord's rights under the provisions of this Lease. WAIVER No waiver by either party of any breach of any of the covenants or conditions herein contained to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or any other covenant or condition. Page 6 - Building Lease T ~ 11L 18. 19. ASSIGNMENT. SUBLEASE OR LICENSE Tenant shall not assign or sublease the Premises or any right or privilege connected therewith, or allow any other person except agents and employees of Tenant to occupy the Premises or any part thereof without first obtaining the written consent of Landlord. A consent by Landlord shall not be consent for a subsequent assignment, sublease, or occupation by other persons. An unauthorized assignment, sublease or license to occupy by Tenant shall be void and shall terminate the Lease at the option of Landlord. HOLDING OVER. In the event Tenant for any reason shall hold over after the expiration of .this Lease, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month to month which may be terminated at will at any time by Landlord. 20. NOTICE. All notices required by the terms of this Lease to be given by one party to the other, shall be sufficient if in writing contained in a sealed envelope, hand delivered to the other party or deposited in the U.S. mail, postage prepaid and, if intended for Landlord herein, then addressed to City Administrator, City of Woodburn, 270 Montgomery Street, Woodbum, Oregon 97071, and if intended for Tenant, then addressed to NORCOM Director, 270 Montgomery Street, Woodburn, Oregon 97071 21. LEASE RENEWAL Provided that Tenant is not in default under this Lease during the original term or any extension of this Lease, the parties shall have the option to extend this Lease for additional terms of one (1) year by Tenant providing City with ninety (90) days' prior written notice prior 'to completion of the Lease term. The extended term shall be on the same terms and conditions of this Lease except for the provisions regarding basic monthly rent. City shall have thirty (30) days after its receipt of Tenant's notice of extension to provide to Tenant a notice of its proposed increase in monthly rent. In the event Tenant agrees to said increase, the Lease shall be renewed for another one year term. In the event Tenant does not agree to said increase, this Lease shall terminate. Page 7 - Building Lease llL 22. AM~. This Lease may be amended only upon written agreement signed by Landlord and Tenant, which shall be attached to this Lease as an addendum. In constructing this Agreement, it is understood that Landlord end Tenant may be more than one person; that if the context so requires, the singular pronoun shall be taken to mean and include the plural, the masculine, the feminine and the neuter, and that generally, all grammatical changes shall be made assumed and implied to make the provisions hereof apply equally to corporations and to individuals. IN WITNESS WHEREOF, the respective parties have executed this instrument in duplicate on the day of ,1996. LANDLORD: TENANT: By: By:. NANCY A. KIRKSEY, MAYOR MARY TENNANT, CITY RECORDER Approved as to form: By:. Attorney for Landlord, N. ROBERT SHIELDS City Attorney Approved as to form: By: Attorney for Tenant Page 8 - Building Lease ,/ EXHIBIT"A" 11L Z LLI. 0 Z LIJ ,/~' ~ I'- ~' i) ti I, I, 11M COUNCIL BILL NO. i'7.,~1 RESOLUTION A RESOLUTION ENTERING INTO AN AGREEMENT FOR SERVICES WITH NORTH MARION COMMUNICATIONS (NORCOM) AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, North Marion Communications (NORCOM) is an intergovernmental entity created by intergovernmental agreement pursuant to ORS 190.010, and WHEREAS, the City of Woodburn. participated in the creation of NORCOM and is a member agency, and WHEREAS, the city wants to work cooperatively with NORCOM so that the members of the Woodburn community can be best served, NOW, THEREFORE,. THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor and City Recorder are authorized to execute, on behalf of the city, an Agreement for Services with North Marion Communications (NORCOM). Section 2. That a copy of said Agreement for Services is attached hereto and, City Attorney Date APPROVED: Nancy A. Kirksey, Mayor Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST' Mary Tennant, City Recorder City of Woodburn, Oregon Page I - COUNCIL BILL NO. RESOLUTION NO. 11M AGREEMENT FOR SERVICES ,0 This Agreement, made and entered into this ~ day of ,1996, by and between the City of Woodburn, an Oregon municipal corporation, herein referred to as "City', and North Marion Communications (NORCOM), an agency created pursuant to intergovernmental agreement, herein referred to as "NORCOM". The parties intend to cooperate so that some of the payroll and data proces;ing services performed for NORCOM by City prior to its formation on July 1, 1995 will continue to be performed by City on a contractual basis with NORCOM. TERM· The term of this Agreement shall be for one year commencing on July 1, 1995 and ending on June 30, 1996. This Agreement may then be renewed by mutual agreement of the parties for subsequent one year periods. Either party may terminate this agreement for any reason by giving the other party thirty (30) days prior written notice. RESPONSIBILITIES OF CITY. A. Payroll Services: City agrees to provide payroll services for NORCOM which include processing employee payroll information, payroll checks and year-end W-2 statements, computer generated reports, and administration of the health insurance and retirement programs. B. Data Processing Services: City agrees to provide NORCOM limited on-site data processing support services. City reserves the right to schedule such services based on City's operational requirements. Page I - Agreement for Services 11M Be Se RESPONSIBILITIES OF NORCOM. Ae For the term of the Agreement, NORCOM agrees to pay City $55.00 per month for the payroll services outlined above. Costs incurred by NORCOM relating to its retirement program subgroup, including but not limited to, annual actuarial reports, benefit calculations, benefit booklets, plan updates, and other miscellaneous actuarial services shall be paid solely by NORCOM. B. For the term of the Agreement, NORCOM agrees to pay City $30.00 per hour, calculated to the nearest quarter hour, for data processing services actually utilized. NON-LIABILITY OF CITY City shall perform its responsibilities under this Agreement in good faith .but shall, in no instance, be liable to NORCOM for its performance of any services provided hereunder. City shall not be liable for any incidental, special, or consequential damages of any nature whatsoever, such as, but not limited to, loss of anticipated profits or other economic loss in connection with, or arising out of the existence of, the furnishing, functioning, or customer's use of any item of equipment or services provided for in this Agreement, or for specific performance. City shall invoice NORCOM quarterly for all services provided under this Agreement during the preceeding quarter. All notices required by or related to this Agreement shall be deemed to have been properly given when delivered personally or sent by mail, postage prepaid, at their respective addresses set forth below, or at such address as may be furnished by either party to the other in writing: City Administrator City of Woodburn 270 Montgomery Street Woodburn, Oregon 97071 NORCOM Director 270 Montgomery Street Woodburn, Oregon 97071 Page 2 - Agreement for Services T T 11M 10. AMENDMENT. This Agreement may be amended only upon written agreement signed by the parties, which shall then be attached to this Agreement as an addendum. SEVERABILITY. If any provision or part of this Agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect. CITY OF WOODBURN: NORCOM By: By: NANCY A. KIRKSEY, MAYOR MARY TENNANT, CITY RECORDER Date: By: Date: Approved as to form: By: Attorney for City N. ROBERT SHIELDS City Attorney Approved as to form By:. Attorney for NORCOM Page 3 - Agreement for Services llN TO: MEMO Mayor and City Council FROM: Chris Childs, City Administrator City Attomev Contract Renewal June 12, 1996 SUBJ.: DATE: RECOMMENDATION: Approve accompanying Resolution Authorizing Contractual Services Agreement with N. Robert Shields as City Attorney. BACKGROUND: This is a one-year renewal of the existing agreement with Mr. Shields. The amount of compensation remains at $ 50 per billable hour, as established one year ago. We are adequately budgeted in Fiscal Year 1996-97 for the anticipated number of hours during the course of the year, which is also the same as last year. There are no text changes to the agreement proposed. Mr. Shields continues to perform very thorough and professional work for the City of Woodburn at a very reasonable rate. Given the growth of the city and the unprecedented volume of issues to be continually dealt with, it is a challenging task to perform the duties of City Attorney on the part-time basis that presently exists. Mr. Shields continues to meet this challenge. llN MEMO TO: FROM: MAYOR AND CITY COUNCIL N. ROBERT SHIELDS, CITY ATTORNEY SUBJECT: RENEWAL OF EMPLOYMENT CONTRACT DATE: JUNE 11, 1995 Before you, for consideration, is the issue of renewal of my employment contract. Since I have a direct financial interest in this matter, I must declare a conflict of interest and can not give you legal advice. The number of hours worked per week and a sharing of overhead expenses enables me to represent the city at less than half of my normal hourly rate. This arrangement has proven workable and mutually beneficial. llN COUNCIL BILL NO. 1'~3 ;~ RESOLUTION NO. A RESOLUTION AUTHORIZING A CONTRACTUAL SERVICES AGREEMENT WITH N. ROBERT SHIELDS AS CITY A'FFORNEY AND REPEALING RESOLUTION 1307. WHEREAS, Chapter III, Section 10 of the City Charter provides for the Council appointment of a City Attorney as an officer of the City, and WHEREAS, the interest of the CitY is best served by contractual appointment of City Attorney services for an extended term; and WHEREAS, N. Robert Shields has held the position Woodburn City Attorney as a regular employee and currently serves by contractual appointment per Resolution.~ 1307; and WHEREAS, N. Robert Shields is imminently qualified and familiar with the city's operations and pending litigation to provide this continuation of City Attorney services in the most effective manner; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor and City Administrator are authorized to execute a professional services agreement for City Attorney, a copy of which is attached hereto for reference. Section 2. That N. Robert Shields be reaffirmed in his appointment as City Attorney with all powers and duties prescribed in Section 24 of the City Charter and any other requirements prescribed by laws of the State of Oregon. Section 3. That Resolution 1307 be repealed. Passed by Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Mary Tennant, City Recorder City of Woodburn, Oregon APPROVED: NANCY KIRKSEY, MAYOR Page I - COUNCIL BILL NO. RESOLUTION NO. 11N AGREEMENT I. PARTIES This agreement made and entered into between the CITY OF WOODBURN, a municipal corporation of the State of Oregon, hereinafter "CITY' and N. ROBERT SHIELDS, an attorney licensed to practice law in the State of Oregon, hereinafter "CONTRACTOR". II. TERM The Agreement shall commence on July 1, 1996 and shall continue in full force and effect until June 30, 1997. This Agreement may then be renewed by mutual agreement of the parties for one-year periods. III. PROFESSIONAL SERVICES TO' BE PERFORMED CONTRACTOR shall act as City Attorney and shall assume all powers and duties of this position under CITY'S Charter. IV. COMPENSATION CONTRACTOR shall receive compensation for providing legal services at a rate of fifty dollars ($50.00) per billable hour. The amount of legal services provided shall not exceed twenty-six (26) billable hours per week without additional authorization by CITY. This does not include any legal services provided as CITY'S "forfeiture counsel" pursuant to 1989 Oregon Laws, Chapter 791. CONTRACTOR shall within ten (10) days following the close of the month for which payment is sought, submit to CITY a written statement accounting for legal services rendered and detailing the number of hours worked in one-quarter hour increments. v. CITY will provide all necessary secretarial support and related overhead expenses to enable CONTRACTOR to render legal services to CITY. While on CITY'S premises, CITY shall provide a telephOne and office space to CONTRACTOR. VI. COSTS AND DISBURSEMENTS CITY and CONTRACTOR agree that the compensation under this agreement is for legal services provided. Any filing fees, costs, or expenses of litigation shall be paid by CITY. VII. TERMINATION Either party may terminate this agreement upon 90 days written notice to the other party. CITY also retains the right to discharge CONTRACTOR if sufficient funds are not available to pay CONTRACTOR and this non-appropriation of funds did not result from any act or failure to act on the part of CITY. Page I - Agreement 11N VIII. INDEPENDENT CONTRACTOR The parties intend that independent contractor-employer relationship be created by this contract. CITY is interested only in the results to be achieved and the control of the work lies solely with CONTRACTOR. CONTRACTOR is not entitled to any benefits which CITY provides to its employees. IX. ~,SSIGNMENT The rights and duties of the parties hereunder are personal and. shall not be assignable by either party without the express written consent of the other party. X. ENTIRE AGREEMENT This agreement constitutes the entire agreement between the parties and supersedes all prior agreements between the parties concerning the services provided herein. This agreement may be modified only by a written instrument duly executed by each of the parties. ' Xl. I~SCAPE NOTICES Any notice, request, demand or other communication hereunder shall bl in writing and shall be deemed to have been properly given when delivered personally or sent by mail with all postage to the parties hereto at the respective address below: Chris Childs City Administrator 270 Montgomery Street Woodburn, Oregon 97071 N. Robert Shields Attorney at Law 10250 S.W. Greenburg Rd., Suite 102 Portland, Oregon 97223 IN WITNESS WHEREOF, the parties have executed this agreement in duplicate, on the ~ day of ,1996. CONTRACTOR: CITY OF WOODBURN N. Robert Shields Chris Childs City Administrator Nancy A. Kirksey, Mayor Page 2 - Agreement 110 MEMO TO: FROM: SUBJ.: DATE: Mayor and City Council Chris Childs, City Administrator ~f~ Facility_ *Use Agreement - Salem Senior Center June 11, 1996 RECOMMENDATION: Approve accompanying Council Bill (Resolution) entering into agreement for use of off'~e space in Salem Senior Center by RSVP program. BACKGROUND: For a number of years a small office in the Salem Senior Ceoter has been provided to the Marion County RSVP Program, which is administered by the City of Woodburn, for use as a satellite center. From this office, volunteer worksites and placements in the Salem area can be monitored and supported, and Program materials stored. This agreement will be in force for one year, expiring June 30, 1997. You may recall that similar annual agreements have been entered into for this purpose, the last one being on July 10, 1995 for the fiscal year just now ending. Staff recommends approval of this Resolution/Agreement. 110 COUNCIL BILL NO. I RESOLUTION NO. A RESOLUTION ENTERING INTO AN AGREEMENT WITH THE CITY OF SALEM FOR USE OF THE SALEM SENIOR CENTER BY THE RETIRED SENIOR VOLUNTEER PROGRAM. WHEREAS, the city of Salem operates the Salem Senior Center; and WHEREAS, the city of Woodburn administers the Retired Senior Volunteer Program (RSVP) through the Federal Action Program; and WHEREAS, the city of Salem has agreed to use of the Salem Senior Center for RSVP activities, pursuant to the terms of a written agreement; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the city of Woodburn enter into an agreement with the city of Salem for the use of the Salem Senior Center for RSVP program activities, a copy of said agreement which is attached hereto and, by this reference, incorporated herein. Section 2. That the Mayor and RSVP Director are authorized to sign said agreement on behalf of the city of Woodburn. City Attorney APPROVED: Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder A'I-I'EST: Mary Tennant, City Recorder City of Woodburn, Oregon Date NANCY A. KIRKSEY, MAYOR Page I - COUNCIL BILL NO. RESOLUTION NO. SALEM SENIOR CENTER USE AGREEMENT 110 This Agreement is made between the City of Salem, an Oregon Municipal Corporation (CITY) and the City of Woodburn, an Oregon Municipal Corporation (USER). WHEREAS, the Retired and Senior Volunteer Program (RSVP) is to provide meaningful participation in their communities to the retired population through outreach to the community by placing seniors in nonprofit, nursing, governmental facilities, or other community agencies as volunteers, and WHEREAS, volunteer opportunities for seniors in Salem, Oregon, include but are not limited to: The State Capitol, Marion County and City of Salem offices, Salem Hospital, Life Line, Arts Commission, Migrant Workers Project, Golden Clowns, Knitters Circle, Boys & Girls Club, Salem/Keizer Schools, nursing and care homes, Literacy Council, Mano a Mano, Salem Outreach Shelter, Women's Crisis Services, now therefor IN CONSIDERATION of the mutual obligations and benefits herein set forth, the parties agree as follows: CITY OBLIGATIONS 1.1 CITY shall provide Room 24 in its Salem Senior Center for the RSVP and space for activities up to 20 hours. When Room 24 is not in use for the RSVP, the Senior Center may schedule it for other uses, e. g., tax and personal counseling. USER is entitled to use the Classroom or Auditorium when space is requested by USER, and can be accommodated in the Senior Center's Facility Use Schedule. USER may use the photocopy machine. 1.2 CITY shall alloW the use of facilities and equipment at the Salem Senior Center for the uses specified in Section 1.1. Such use is subject to all generally applicable policies and procedures that the CITY may adopt and amend from time to time. 1.3 CITY shall provide building supervision during the hours of RSVP use of the Salem Senior facility. "Building supervision" means opening and closing the building, turning on and off lighting and HVAC systems, and providing access to special equipment approved for RSVP's use. CITY's staff shall have no obligation to supervise the conduct of the RSVP Coordinator or volunteer participants in the program. Such staff may take any actions they deem appropriate to prevent misuse of or damage to the City's property. They may also act to stop conduct that violates any law, ordinance, or established Salem Senior Center use and conduct policies. ssct~vp9697, ag* 'r 1.4 1.5 1.6 1.7 1.8 1.9 1.10 CITY shall schedule the Salem Senior Center and coordinate programs and uses at the facility. CITY's staff shall perform this obligation using their sole discretion within the framework of the annually approved Facility Use Schedule. CITY's goal is to assure access to and use of the Salem Senior Center by the broadest possible range of groups, activities, and interests to serve Salem's senior community. No single group or organization shall be given any preferred or preemptive status in scheduling use of the Salem Senior Center facilities, equipment and space. CITY shall assure USER timely, periodic opportunity for communicating complaints, requests, suggestions, and comments relating to the Salem Senior Center and its operation. CITY shall provide at no cost, limited access to a telephone for local and toll-free calls by USER's staff for purposes related to RSVP and acti,Vities under this Agreement. CITY is not obligated to provide toll call access. A CITY staff person shall serve as a liaison to RSVP to assist in coordinating and facilitating RSVP's use of the Center and minimize conflict with other Center users. CITY shall provide USER timely information about Senior Center policies and operations that affect RSVP's activities at the Salem Senior Center. CITY shall publicize RSVP activities where appropriate in the sole discretion of CITY's Senior Center Director. CITY may provide co-sponsorship, partial funding, or both for certain special activities at the Salem Senior Center as may be separately agreed upon between the parties. Availability of City funds depends on budget authorization. Planning for such events' must start enough before the CITY's budget review process to allow their consideration. 110 a RSVP 2.1 2.2 2.3 OBLIGATIONS All USER activities shall be open to all persons age 55 and older regardless of the person's race, gender, ethnic background, national origin, or disability. USER shall be solely responsible for recruiting and, if necessary, providing mileage compensation for persons to carry out all of its activities. USER, its officers, directors, staff, and volunteers will cooperate fully with the CITY officers and staff of the Salem Senior Center. USER will follow all rules, regulations, and policies established for the Salem Senior Center. USER will assure that its representatives and patrons follow such policies in activities, programs, and meetings conducted or sponsored by RSVP. $$cVsvp969 7. ag r T ~ 2.4 2.5 2.6 2.7 USER shall be solely responsible for obtaining all required licenses, permits, and registrations necessary for the lawful conduct of its affairs, programs, events, and activities. Should USER require special equipment or fixtures that would also benefit and be shared by CITY, the parties shall, by separate agreement, provide for acquisition, reimbursement, and ownership of such. USER will provide information regarding RSVP for publication in Salem Senior Center Update newsletter as space is available. USER agrees to co-sponsor the annual Volunteer Recognition with a contribution of $400 annually. 110 INSURANCE AND INDEMNITY 3.1 USER provides for supplemental car insurance for those RSVP members who maintain their own insurance and are in the process of using a personal car in the delivery of RSVP duty. 3.2 USER agrees to indemnify the City of Salem, its officers, employees, and agents from all claims, demands, suits and legal actions including appeals arising out of or in connection with RSVP's activities under this Agreement. 3.3 "Indemnify," as used herein, means to indemnify, defend, and save harmless. MISCELLANEOUS 4.1 This Agreement represents the complete understanding of the parties concerning the subject matter hereof. All pdor agreement, representations, and negotiations, written 'and oral, relating to the subject matter of this Agreement are hereby repudiated and set aside. 4.2 This Agreement may be amended only by written instrument executed with the same formalities as the Agreement itself. 4.3 In the event any term of this Agreement shall be held invalid or unenforceable, the parties declare that any such holding would not affect their willingness to enter into all other terms hereof, and such holding shall not affect the validity and enforceability of the remainder of this Agreement. 4.4 Failure of either party to object to an event of default, breach, or inadequate performance by the other shall not constitute a waiver of the offended party's right to object to future events, whether of the same or different nature. No provision of this Agreement shall be held waived or modified by a party's past failure to assert its rights to full and faithful performance. ssc~vp969 7. agr 4.5 4.6 This Agreement shall take effect as of July 1, 1996 through June 30, 1997 unless sooner terminated as provided in Section 4.6. Notwithstanding Section 4.5, either party may terminate this Agreement: 4.6.1 In the event of a continuing matedal breach by the other, provided that the offended party has given the other not less than 30 days written notice to cure the breach and the other party does not effectively cure the breach within that time. The remedy of termination as provided herein shall be in addition to and not in lieu of any other remedy available at law or equity. 4.6.2 Without cause by giving not less than 30 days prior written notice. 110 IN WITNESS WHEREOF the parties have caused this Agreement to be signed in their respective names by their duly authorized representatives as of the dates set forth below. CITY OF SALEM, OREGON CITY OF WOODBURN,-OREGON By:. .By:, Date: City of Salem, City Manager Date: Mayor Approved as to form: City Attomey Date: RSVP Coordinator Marion County RSVP ssc~vp969 7. agr 11P MEMO TO: MAYOR AND CITY COUNCIL THROUGH: FROM : CITY ADMINISTRATOR CHILDS DATE : JUNE 20, 1996 SUBJECT: INSURANCE COVERAGES FOR FISCAL YEAR 1996-97 RECOMMENDATION: Council authorize, by motion, the continuation of the coverages through City/County Insurance Services (CIS) for general liability/auto physical damage and workers' compensation insurance; and Zurich Insurance for property insurance, exclusive of flood damage, effective July 1, 1996. BACKGR__~.' Insurance quotes were solicited by our Insurance Agent of Record, Chuck Huggins (Huggins Insurance), and the results of those quotes are summarized below: Gener&l Liability/Auto Physical Damage -- Quotes were received from CIS ($72,851) and Northland Casualty ($69,889). Even though the annual premium is $2,962 more through CIS, the coverage is broader and will provide the City with greater financial protection. It should also be noted that the City has been receiving annual cash dividends through CIS over the past few years. We recently received a check from CIS in the amount of $23,205.40 which provided for a disbursement of dividends for the periods of 1988- 89, 1989-90, and 1990-91. Workers' Compensation Insurance -- Our current coverage is underwritten by CIS who has been our workers' compensation carrier for many years. Even though estimated annual payroll has increased, this year's annual premium has decreased by approximately $8,000 which is a combination of low accident rate (experience modification rate changed from .98 to .88) and a slight decrease in some of the pure rates for individual classifications. In addition, we recently received a dividend check from CIS in the amount of $35,076.82 which provided for a disbursement of dividends for the periods of 1988-89, 1989-90, and 1990-91. Property Insurance -- Quotes were received from 3 vendors all providing similar deductibles for property loss but varied greatly in the deductible for earthquake coverage. As a reminder, the City is required to carry earthquake insurance on all property that was damaged by the 1993 earthquake since we had received FEMA funds. Of the 3 quotes, only two companies (CIS and Zurich) provided earthquake insurance as part of their coverage. Chubb Insurance did not include earthquake insurance, therefore, we would have to purchase a separate earthquake insurance policy to meet FEMA requirements. Chuck Huggins stated that he has just been able to locate an insurance company willing to write a separate policy but it will be closer to July before a quote can be obtained. Even if a minimum quote of $6,000 is obtained, it will still be in excess of the premiums quoted by CIS or Zurich (excludes flood damage coverage). llP Page 2 - Insurance Memo June 20, 1996 The CIS property coverage ($31,291) provides a $10 million maximum in earthquake coverage, however, their deductible is 5% of total property values (approximately $1,384,339 for 1996-97) rather than 5% for building and/or content loss. This deductible is excessively high and we are not in any such financial position to absorb such a high deductible at this time. Even if we did have a major catastrophic loss and a disaster is declared, we would be able to apply for FEMA funds which would reimburse us for up to 75% of our loss. It should be noted that the City does have a credit available through CIS for dividends received in prior years which amount to $8,145.77. CIS policy provides that a credit will remain on their books for no more than 3 years after which time it rev~ts back to the CIS Trust if it is not used by the City. Of the total outstanding credit due to the City, we will need to use $5,068.48 by March 18, 1997 otherwise it will revert back to the CIS Trust. Zurich Insurance quoted the City $33,582 which includes $3.5 million earthquake coverage with a 5% deductible for building and/or content loss. The quote also contained flood coverage which can be eliminated saving the City $4,460 and resulting in a net annual premium cost of $29,122. It should be noted that after the February flood, the City experienced no major property loss. A claim has been submitted for damaged manholes, however, it is still being reviewed as to whether or not our current policy will cover any of the damage since the damage must occur within 1,000 feet of the covered property. It should be noted that we have applied for FEMA funds to cover up to 75% of the flood damage that is not covered by the insurance. In discussing the flood insurance coverage with Mr. Huggins, it is in his opinion that the City does not need this particular coverage at this time since our covered property is located outside of the flood areas. In summary, Mr. Huggins has recommended that the City continue with our current coverages and we solicit for new property insurance quotes later this year. A separate earthquake policy, in conjunction with an updated property insurance quote from CIS, may result in a mid-year change of coverage in order for the City to take advantage of the $5,068.48 credit on file with CIS. ADDENDUH FRO~ CITY ADHZNISTRATOR (6/20/96) I have reviewed the preceding recmmendations made byour City Recorder and insurance Agent of Record concerning the various areas of insurance coverage for Fiscal Year 1996-97. As a matter of reasonab)eness and good business, ! concur with their recmmendation. As in past years, however, I am declaring that I have a potential conflict of interest regarding this issue, in that my wife is an employee of City County Insurance Services, one of the vendors that is being considered for our insurance needs. 11Q TO: FROM: SUBJ.: DATE: Mayor and City Council Chris Childs, City Administrator OEDD Grant/Loan An_ _olication June 17, 1996 RECOMMENDATION: Authorize, by motion, staff to make application to Orbgon Economic Development Department for combination grent/Ioan to construct westerly extension of So. Woodland Avenue. BACKGROUND: One of the key terms of the proposed Waremart Development Agreement, which the Council will be considering as a separate agenda item during this meeting, is an application to the Oregon Economic Development Department (OEDD) for a grant/loan combination to construct a western extension from the existing Woodland Avenue south of State Highway 219. This street will serve as the primary access to Waremart's employee parking area. The application to be made will tentatively be based on a $450,000 grant and $450,000 loan. This package, based on jobs that will be created by virtue of Waremart's development of its corporate distribution center, has already received a tentative commitment from OEDD (refer to attached 5/30/96 letter from Betty Pongracz, OEDD). Repayment of the loan portion of the OEDD package will be shared equally by Waremart and the City of Woodburn. Staff believes City participation in this project is justified due to the unusual depth of the sanitary sewer line which will be included as part of the project. The line will extend the existing sewer main, built in conjunction with the HWI development, served by the City's I-5 pump station. This will allow for continued extension of this sewer line to eventually loop into the West Woodburn residential area, thus reducing the possibility of any potential spills into Senecal Creek from existing lift pumps in the area. This is environmentally sound planning that may also afford some capacity for future growth as well. Construction of the street portion of the Woodland extension also helps the City, as the SW industrial area develops fully, to preserve options in regard to future I-5 interchange development or expansion. The City's share of debt service on the loan portion of the OEDD package is estimated at approximately $22,000 per year. Staff recommends that scheduled 11Q Page 2 - OEDD Grant/Loan Application (6117/96) repayment be made through some combination of State Revenue Sharing funds and Transient Lodging (Hotel/Motel) Tax proceeds. Precedent for use of State Revenue Sharing funds for this type of program has already been established in connection with the repayment of a similar state loan connected with the HWl development in 1991. The Woodburn Area Chamber of Commerce recently pointed out to the Council that business promotion is a logical and appropriate use of Hotel/Motel Tax proceeds. There is perhaps no better method of business recruitment than to use some of these funds in assisting a regional company, such as Waremart, to locate in the comm(]nity with an environmentally compatible development, creating new jobs, strengthening the business community and adding significantly ($40 Million at full buildout) to .the City's tax base. Final details of a loan repayment package will be worked out through the budgetary process, with the initial payment likely due in Fiscal Year 1997-98. Limited use of Hotel/Motel Tax proceeds for this purpose should not significantly impact existing General Fund programs due to added revenues anticipated when the Super 8 Motel, now under construction, comes on line. Staff recommends approval of this combination OEDD grant/loan package application in conjunction with the Warernart Development Agreement. One associated requirement will be to hold a public hearing on the application. This public hearing will be scheduled as part of the Council's regular meeting of July 8, 1996. 11Q May 30, 1996 Frank Trwari Director of Pubic Works city of Woodb 270 Montgomery Strut Woodb~ OR 97071 RE: Special Public Works Funds ~or the Woodland Avenue Extension Dear Frank This letter is written to foUow up on the meeting yesterday between staff of the Economic Development and the City of Woodbum. The Economic Development Deparlme~ can assist communiggS fund public ~ projects with the Special ])u]:)ti¢ Winks Fund. Our Hnd~and~ is that th~ City of Woodbum is requitin~ Warenlart, Inc. to ~onstruct a public rosdway sppmxima~y 1,750 ~eer in length ~rom the southern end of Woodlsnd Avenue to ',.he $1,000,000. This projec~ ~x~Lrs cli~'olg for thc Spcci~ Public Works Fuad m~d wc invitc thc city to submit ~ Rnal application. ARer a. COmplete application is received, a program and Based on our ~ revi,:w of the City of Woodburn's ability to repay a loan for this project, and w~ tl~ knowledge tha~ the Oty oEWoodbum is preparin8 to embark on a major sewer treatment project, our rcc~mmend~on would likely be a $0% loan and a 50°/. grant based on the actual cost of eng{neering and constructing the ro~ and the city's fimm~ position. ~owever, grant funds may not exceed $500,000 and loan funds nuy not exceed $10 million. These mnounts (and the project's eligibility) are based on the creation of at least 50 new jobs w~rhin two years of award, with 30% of all new jobs created in two years exc.~tin~ the annual family wa~ level of $2=,?0o. 7755,mt~.tSt..,N~, · Salel~OR 97310 503.-986-O1~ · ~DDS0~-9~6-OI~ · F~S03-~t-SIIS Governor iohn A. Kitzhaber City of Woodbum May 30, 1996 Page 2 of 2 In all likelihood, the city's loan would be strong enough to be included in an upcoming bond sale similar to past city loans from thc department. Accordinsiy, we would need to receive the city's application, review it, make a recommendation and award by ~Iuly 15, 1996, a formidable task. However, we are willi~ to try and meet this schedule R'the city is prompt in the application process. I hopc this infomuttion is useful ~s you continue to ~a~e the terms of Wm'emnrt's building rcquir . Sincerdy, Betty Ponlp'acz, Manager Infrastru~ Development c: lerry Gardner Laird Bryan Tom Meek · 11R MEMO TO: FROM: SUBJECT: DATE: City Council through City Administrator Public Works Program Manager ~ ~ Bid Award for Portable Mini Camera Television Sewer Inspection System June 19, 1996 RECOMMENDATION: Reject the Iow bid from Ben-Ko-Matic for not being in substantial compliance with specifications and accept the second Iow bid from Enviro-Clean Equipment for a portable mini camera television sewer inspection system for $14,500.00 BACKGROUND: City of Woodburn bid number 96-18 for a portable mini camera television sewer inspection system was opened and read on June 18, 1996 at 11:00 am. The results were: Ben-Ko-Matic Enviro-Clean Equipment Pacific Equipment Company UEMSI $11,540.00 Aries 14, 500.00 CUES 16,055.00 Staff is recommending that the Iow bid of Ben-Ko-Matic be rejected. The UEMSI system offered does not comply with the city specifications in several critical areas. These areas include camera housing material, lighthead material, power control unit features, video data display unit features and camera to cable connector configuration. The Aries unit offered by the second Iow bidder was in compliance with all specifications. Staff is recommending that the Enviro-Clean Equipment bid of $14,500 be accepted. The approved budget of fiscal year 1996-97 includes this expenditure under line item 072.725.710.010. 11S CITY OF WOODBURN POLICE DEPARTMENT 982-2345 Ext.3$£ 270 Montgomery S~t~~, Woodbum, Oregon 97071 Paul E. Nu~~~/ Patrol Ope "UW us l utenant Date: June 20, 1996 To: Mayor and City COuncil Chris Childs, City Administrator Street Closure - Drums of Fire On July 7, 1996, the Drum and Bugle Corps are returning to Woodbum for the "Drums of Fire" presentation, at Legion Park. As in the past, the event will draw a large contingency of Drum and Bugle Corps and viewing audience. To assist in the traffic and transportation logistics, Bruce Thomas, of the Drums of Fire Committee, is requesting James Street, between Alexandra Ave. and James Street be closed from 4:00 p.m. to 10:00 p.m. Both involved intersections will be left open for traffic. RECOMMENDATION: Recommend street closure of Park Ave, between Alexandra Ave. and lames Street. on July 7, 1996 from 4:00 p.m. to 10:00 p.m., to accommodate the Drums of Fire event. Fire Department Street Department NORCOM Woodburn Ambulance 11T CITY OF WOODBURN POLICE DEPARTMENT Paul E. Null . ~ Patrol Operations Lieutenant 982-2345 Ext.3~ Date: To: Thru: RE: June 20, 1996 Mayor and City Council Chris Childs, City Administrator Sound Amplification Permit - Library Park Centro Cristiano Church On June 20, 1996, the City of Woodbum received a request for a sound amplification permit from Noe Pineda, pastor of the Centro Cristiono Church, located at 257 W. Lincoln Street. The church is planning an outdoor service and picnic at Library Park, with live music. This event has taken place for the last several years without incident. The event is scheduled for Sat., June 29, and Sun., June 30, 1996, from 4:00 p.m. to 8:00 p.m. The activity should not effect surrounding businesses due to the days and hours of the event. Both the Library and Parks Department have been contacted and have no objection to the event. RECOMMENDATION: Recommend a sound amplification permit be issued to Noe Peneda, for the Centro Cristiano Church outdoor service, on June 29 & 30, 1996, from 4:00 p.m. to 10:00 p.m. each day. Library Parks Dept. CENTRO CRISTIANO 257 W. LincoLn Street P.O. Box 476 Woodburn, Oregon 97071 CITY OF WOODBURN 270 MONTGOMERY ST WOODBURN, OREGON 97071 JUNE 20, 1996 DEAR CITY COUNCIL, FIRST OF ALL, I WOULD LIKE TO GREET YOU ALL IN THE NAME OF OUR LORD JESUS CHRIST. MY NAME IS NOE PINEDA PASTOR OF CENTRO CRISTIANO CHURCH A/G. WE ARE REQUESTING PERMISSION FOR US TO USE THE LIBRARY PARK STAGE ON JUNE 29 ~'30TH~'~96 BETWEEN THE HOURS OF 4:00 PM - 8:00 PM FOR THE PURPOSE OF HAVING AMPLIFIED MUSIC, OUTDOOR SERVICE AND A PICNIC. THANK YOU, PASTOR NOE PI~EDA 15A MEMO TO: FROM: SUBJECT: DATE: City Council through City Administrator/~.~.~~ Public Works Program Manager Loan Application Update June 19, 1996 Water/Wastewater (W/W) Financing Program: There was a public hearing held on December 11, 1995 and council approved city submitting to the Water/Wastewater (W/W) financing program an application for $1,000,000 of which $500,000 would be a grant for design of the city's advanced wastewater treatment facility and for design and construction of force main improvements. This application is now being completed and should be submitted to the state for review by July 15, 1996. Staff feels that the city should be very competitive for award of the grant and loan funding. ~oecial Public Works Fund: The city is proposing to make application to this program for a combination loan/grant to assist in funding required infrastructure improvements required for the Waremart warehouse development (please refer to City Administrator memo elsewhere in this packet). As a part of this process a. public hearing will have to be conducted on making application for a. Special Public Works Fund Loan/Grant. This public hearing has been scheduled for July 8, 1996 and council will be provided more information at that time. WOODBURN PUBLIC LIBRARY 280 GARFIELD STREET WOODBURN, OREGON 97071-4696 503-982-5252/5263 OR FAX: 503-982-5258 15B TO: FROM: DATE: RE: MEMORANDUM Chris Childs, City Administrator ~~? ~J~ LINDA SPRAUER, LIBRARY DIRECTOR June 19, 1996 STAFF REPORT John Pitt and i did a walk-through of Library Park and determined that several trees were in immediate need of attention. John then contacted Rod Vistica's Tree Service who gave an estimate of over $5,000 to do all of the pruning, fl'imming and tree and limb removal which should be done. Due to lack of funds, Rod and John then determined that two of the most diseased trees should be removed right away and identified four other trees with dead wood and hazardous limbs needing attention soon. ! processed a purchase order in the amount of $1,950 to have this work completed not later than June 30, 1996, the end of this fiscal year. The work began on Monday, June 17, 1996 and I am sure it will be completed on schedule. Mr. Vistica will be cleaning and removing all of the debris, except for the chips from the stump grinding. As you may have seen in the newspaper, the Friends of the Library have received a grant from the Woodbum Together organization to establish a homework center as part of the Teen Center in the Youth Services area of the library. This funding will provide for a computer which will have multimedia capabilities and appropriate software for accomplishing homework assignments, as well as some reference books and supplies. We are pleased to benefit from the recipient of this grant and feel sure that the teens of the community will appreciate this additional service.