Res 1419 - Loan Agrmt R98412
COUNCll... Bll...L NO. 1804
RESOLUTION NO. 1419
A RESOLUTION ENTERING INTO STATE REVOLVING FUND LOAN AGREEMENT
NO. R98412 WITH THE STATE OF OREGON, DEPARTMENT OF
ENVIRONMENTAL QUALITY, AND AUTHORIZING THE MAYOR TO SIGN SAID
AGREEMENT ON BEHALF OF THE CITY.
WHEREAS, the City ofW oodburn has applied for a State Revolving Fund loan for
design and construction of an advanced wastewater treatment plant; development of a poplar
plantation; and collection system improvements, including additional pump stations, force mains,
and inflow and infiltration reduction; 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
$20,000,000, and
WHEREAS, the Oregon Department of Environmental Quality has provided to the City
State Revolving Fund Agreement Number R98412; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
.
Section 1. That the City of Woodburn enter into State Revolving Fund Loan Agreement
No. R98412 with the State of Oregon, Department of Environmental Quality, to borrow an
amount not to exceed Twenty Million Dollars ($20,000,000) for the financing of project for
Wastewater System Improvements. A copy of said loan agreement is attached hereto as Exhibit
"A" and by this reference incorporated herein.
Section 2. The City authorizes and approves the establishment and funding of designated
reserve account to meet the "Loan Reserve" requirement of the State Revolving Fund Loan
Agreement, and directs establishment of this Loan Reserve.
Section 3. That the Mayor ofthe City of Woodburn, acting for and on behalf of the City,
is authorized to execute the State Revolving Fund Loan Agreement and such other and additional
documents as may reasonably be required for the consummation and closing of said loan, and any
amendments required th~.
APprovedastoform~ P I~~ 6-1'l-11
City Attorney Date
Page 1 - COUNCIL BILL NO. 1804
RESOLUTION NO. 1419
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APPROVED:
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
ATTEST:
IY\~I~
Mary nnant, City Recorder
City of Woodburn, Oregon
Page 2 - COUNCIL BILL NO. 1804
RESOLUTION NO. 1419
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Nancy . Kirk
June 23, 1997
June 25, 1997
June 25, 1997
June 25. 1997
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Exhibit "A"
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STATE REVOLVING FUND
LOAN AGREEMENT
No. R98412
BETWEEN
THE STATE OF OREGON
DEPARTMENT NVlRONMENTAL
THE tfDEQ")
AND
THE CITY OF WOODBURN
(THE "BORROWER tl)
TABLE OF CONTENTS
ARTICLE 1: THE LOAN - SPECIFIC TERMS, CONDITIONS AND PROVISIONS................................2
ARTICLE 2 : DEFINITIONS.. ...... .... ... .................. ....... .... ........ ... ................................. ..... .... ... ............3
ARTICLE 3: GENERA.L LOAN PROVISIONS ......................................................................................5
ARTICLE 4: TERMS, CONSIDERATIONS, AND PROCEDURES ......................................................... 7
ARTICLE 5: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS............................12
ARTICLE 6: REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO
CONSTRU CTION PROJECTS ONLY ............................................................................14
ARTICLE 7: RIGHTS OF DEQ; LIMITATIONS ON DEQ RESPONSIBILITIES ................................16
ARTICLE 8: DEFAULT AND REMEDIES ..........................................................................................17
ARTICLE 9: SRF PROCEDURES MANUAL .....................................................................................19
ARTICLE 10: ApPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS") .............19
ARTICLE 11: LOAN EXECUTION ...................................................................................................21
APPENDIX A: PRELIMINARY REPAYMENT ScHEDULE .................................................................22
ApPEND IX B : RESOLUTION... ....................... ...... ....................... ........ ........ ..... ............ .................. .23
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ARTICLE 1: THE LOAN - SPECIFIC TERMS, CONDITIONS AND PROVISIONS
(A) BORROWER: City of Woodburn.
(B) LoAN No.: R98412.
(C) LOAN AMOUNT: $20,000,000.
(D) PROJECT TITLE: Wastewater System Improvements.
(E) DATE OF AGREEMENT: June 12, 1997.
(F) ESTIMATED COMPLETION DATE: January 1, 2001.
(G) INTEREST RATE: 3.87% per annum. Calculation of interest is also
discussed in Section 4(G) on page 10 and in Section 4(1) on page 10 of this agreement.
(H) LoAN PROCESSING FEE: 1.5% of the Final Loan Amount will be due with the
first repayment following the determination of the Final Loan Amount as discussed in Section 2(G)
on page 4 and Section 4(H)(1) on page 10 of this agreement.
(I) LoAN SERVICING FEE: 0.5% of the outstanding principal will be due
annually beginning with the second repayment as discussed in Section 4(H)(2) on page 10 of this
agreement.
(J) TERMS OF REPAYMENT: Forty semi-annual payments beginning with an
interest-only payment six months after project completion or June I, 2001, whichever is earlier.
When all disbursements have been made and the Final Loan Amount is determined, a repayment
schedule amortizing the loan over the remaining repayment period will be prepared. Attached as
Appendix A is a preliminary repayment schedule based on an estimated disbursement schedule and
the original Loan Amount. Repayment is also discussed in Section 4(1) on page 10 of this
agreement.
(K) BORROWER'S ADDRESS:
City of Woodburn
270 Montgomery Street
Woodburn, Oregon 97071
(L) DESCRIPTION OF THE PROJECT: Design and construction of advanced
wastewater treatment plant; development of poplar plantation; and collection system
improvements, including additional pump stations, force mains, and inflow and infiltration
reduction.
(M) CONSTRUCTION COSTS. As of the date of this Loan Agreement, the Borrower has
already incurred $0 in construction costs on the Project.
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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(0) BORROWER'S AUTHORIZATION. The Borrower has authorized this agreement
pursuant to ORS 468.439 by Resolution No. , which was duly passed by the Borrower's
City Council on , 1997. A copy of this document is attached as Appendix B.
(P) PLEDGE. The Borrower hereby pledges its Net Operating Revenues to pay the
amounts due under this Loan Agreement. The Borrower covenants with the DEQ and any assignee
of this Agreement that the Borrower shall not issue any other obligations which have a pledge or
lien on the Net Operating Revenues which is superior to or on a parity with the pledge herein
granted without the written permission of the DEQ. This loan is a parity obligation with all other
State Revolving Fund loans between the DEQ and the Borrower.
(Q) COVERAGE REQUIREMENT. Until the loan is repaid in full, the Borrower covenants
with the DEQ to maintain sewer rates sufficient to meet the requirements listed in Section 4(D) on
page 8 with a debt service coverage factor of 105%.
(R) LOAN RESERVE REQUIREMENT. The Borrower covenants with the DEQ and any
assignee of this Loan Agreement that the Borrower shall establish and maintain a Loan Reserve
Account as described in Section 4(E) on page 9. The Loan Reserve Requirement shall be an
amount that equals 100% of the average annual debt service as shown on the repayment schedule.
Until the Final Loan Amount is calculated, the Loan Reserve Requirement equals the lesser of one-
half of the total loan proceeds disbursed to date or $1,472,242.
ARTICLE 2: DEFINITIONS
Unless the context otherwise requires, the capitalized terms used in this Loan Agreement shall have
the meanings defined in this Article.
(A) "BORROWER" means the public jurisdiction shown as the "Borrower" in Section
l(A) on page 2.
(B) "COMPLETION DATE" means either the date on which a facility planning project is
accepted by the Department, the date on which a design project is ready for the contractor bid
process, or the date on which a construction project is substantially complete and ready for
initiation of operations.
(C) "COSTS OF THE PROJECT" means expenditures approved by the DEQ which are
necessary to construct the Project in compliance with DEQ requirements which may include but are
not limited to the following items:
(1) Obligations of the Borrower incurred for labor and materials and all costs
which the Borrower shall be required to pay under the terms of any contract for the design,
acquisition, construction or installation of the Project;
(2) Engineering fees for the design and construction of the Project.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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(3) The costs of contract bonds and of insurance of all kinds that may be
required or necessary during the course of completion of the Project;
(4) The legal, financing and administrative costs of obtaining the loan and
completing the Project; and
(5) Any other costs approved in writing by the DEQ.
(D) "DEQ" means the State of Oregon, acting by and through the Director of the
Oregon Department of Environmental Quality or the Director's authorized representative.
(E) "DIRECTOR" means the Director of the Oregon Department of Environmental
Quality or the Director's authorized representative.
(F)
systems.
"FACILITY" means the Borrower's wastewater collection, treatment and disposal
(G) "FINAL LOAN AMOUNT" means the total of all loan proceeds disbursed to the
Borrower including any Loan Agreement amendment increases or decreases. The Final Loan
Amount will be determined when the project is complete or the Borrower indicates that no further
loan funds will be requested, or all eligible expenditures have been reimbursed from the loan
proceeds. The Final Loan Amount will be amortized over the balance of the repayment period on a
final repayment schedule.
(H) "LoAN AGREEMENT" or "AGREEMENT" means this Loan Agreement, its
appendices, and any amendments or supplements thereto.
(I) "LOAN AMOUNT" means the maximum amount the DEQ agrees to loan the
Borrower as shown in Section l(C) on page 2. This amount may be changed by an amendment to
the Loan Agreement approved by both parties.
(J) "NET OPERATING REVENUES" means the gross sewer system revenues less the
operating expenses. Gross revenues are all fees and charges resulting from operation of the sewer
system, and any interest earnings thereon. However, gross revenues for the purpose of this Loan
Agreement does not include: any payments of assessments levied against properties; the proceeds
of any grants; the proceeds of any borrowings for capital improvements; the proceeds of any
liability insurance; or the proceeds of any casualty insurance which the Borrower intends to utilize
for repair or replacement of the sewer system. Operating expenses includes all direct and indirect
expenses incurred for operation, maintenance and repair of the sewer system, including but not
limited to administrative expenses, financial and accounting expenses, insurance premiums, claims
(to the extent that monies are not available from proceeds of insurance), taxes, legal and
engineering expenses relating to the operation and maintenance, payments and reserves for pension,
retirement, health, hospitalization, and sick leave benefits, and any other similar expenses to be paid
to the extent properly and directly attributable to operations of the sewer system.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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(K) "OUTSTANDING LOAN AMOUNT" means the sum of all disbursements to the
Borrower hereunder less the sum of all loan principal repayments.
(L) "PROJECT" means the facilities, activities or documents described in Section 1(L)
on page 2.
(M) "SRF" means the State Revolving Fund. The State Revolving Fund is the same as
the Water Pollution Control Revolving Fund referred to in ORS Chapter 468, Division 423.
(N) "STATE" means the State of Oregon.
ARTICLE 3: GENERAL LOAN PROVISIONS
(A) AGREEMENT OF DEQ TO LoAN. The DEQ agrees to loan the Borrower an amount
not to exceed the Loan Amount, subject to the terms and conditions of this Loan Agreement, but
solely from funds available to the DEQ under its State Revolving Fund program. The obligation of
the DEQ to make the loan described in this agreement is subject to the availability of such funds,
and the DEQ shall have no liability to the Borrower or any other party if such funds are not
available, or are not available in amounts sufficient to fund the entire loan described herein.
(B) AVAILABILITY OF FUNDS. The DEQ represents that it has available to it, or expects
that it can obtain within a reasonable period of time, money to make the loan contemplated by this
Loan Agreement.
(C) TAX-EXEMPT STATUS. The Borrower covenants to comply with all provisions of
the Code which are required in order for interest on the Loan to be excluded from gross income
under Section 103(a) of the Internal Revenue Code of 1986 as amended and any regulations or
ruling issued thereunder.
(D) SINGLE AUDIT ACT REQUIREMENTS. The State Revolving Fund (SRF) is a loan
program of the DEQ which operates under the regulations of the U.S. Environmental Protection
Agency and receives capitalization grants through the Catalog of Federal Domestic Assistance
(CFDA) No. 66.458: Capitalization Grants for State Revolving Funds. As such, the SRF
program and its loan recipients are subject to the U.S. Office of Management and Budget
Circular A-128, "Audits of State and Local Governments" implementing the Single Audit Act of
1984. Borrowers are subject to Circular A-128 to the extent that loan proceeds include federal
capitalization grant funds. The DEQ will notify the Borrower of the sources of the loan funds
after the completion of each fiscal year. The Borrower is responsible for compliance with A-128
audit procedures.
(E) AGREEMENT OF BORROWER TO REPAY. The Borrower agrees to repay all amounts
owed on this loan as described in Section 1(1) on page 2. In any case, the Borrower agrees to repay
all amounts owed on this loan within twenty years of the actual completion date of the Project.
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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(F) AUTHORIZATION.
(1) This Loan Agreement is given as evidence of a loan to the Borrower made
by the DEQ pursuant to ORS Title 21 and ORS Chapters 190, 287, 288, and 468, as
amended, and shall be subject to the present regulations of the DEQ and to its future
regulations consistent with the express provisions hereof.
(2) The Borrower has authorized this agreement pursuant to ORS 468.439 by a
resolution or ordinance, which was duly passed by the Borrower's governing body as
described in Section 1(0) on page 3.
(G) TERMINATION OF LOAN AGREEMENT. Upon compliance by the Borrower with all
of its obligations under this Loan Agreement, including payment in full of the 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 interest in any collateral given as security under this Loan
Agreement.
(H) NOTICES. All notices, payments, statements, demands, costs, approvals,
authorizations, offers, designations, requests or other communications under this Loan Agreement
by either party to the other shall be in writing and shall be sufficiently given and served upon the
other party if delivered by certified mail, return receipt requested, and, if to the Borrower, addressed
to the location listed in Section 1(K) on page 2, "Borrower's 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 such other addresses as the respective parties may from time to time designate.
(I) CONTRACT. This Loan Agreement shall constitute a contract between the Borrower
and the DEQ which shall be binding on the parties thereto upon their being separately executed by
the parties. This Loan Agreement including all related loan documents and instruments may not be
amended, changed, modified, altered or terminated without the written consent of the parties.
(J) FURTHER INSTRUMENTS. The Borrower and the DEQ agree to execute and deliver
any written instruments necessary to carry out any agreement, term, condition or assurance in this
Loan Agreement whenever occasion shall arise and reasonable request for such instruments shall be
made.
(K) ASSIGNMENT. The DEQ shall have the right to transfer the loan or assign this Loan
Agreement at any time after its execution upon written approval of the Borrower. This Loan
Agreement shall be assigned by the Borrower only with the written approval of the DEQ.
(L) LAWS GOVERNING. This agreement shall be construed and interpreted In
accordance with the laws of the State of Oregon as the same from time to time exist.
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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(M) JURISDICTION OF LITIGATION. Any litigation brought under this Loan Agreement
shall be conducted in the courts of the county designated by the DEQ or in the courts of Marion
County .
(N) VALIDITY AND SEVERABILITY. If any part, term, or provlSlon of this Loan
Agreement, or of any other loan document, shall be held by a court of competent jurisdiction to be
void, voidab~e, or unenforceable by either party, the validity of the remaining portions or provisions
shall not be affected, and all such remaining portions or provisions shall remain in full force and
effect.
(0) ARTICLE HEADINGS. All headings contained herein are for convenience of
reference only and are not intended to define or limit the scope of any provision of this Loan
Agreement.
(P) ApPENDICES. The appendices attached to this Loan Agreement are a part of it.
(Q) COUNTERPARTS. This Loan Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all together shall constitute but
one and the same instrument.
ARTICLE 4: TERMS, CONSIDERATIONS, AND PROCEDURES
(A) OPINION OF LEGAL COUNSEL. The DEQ shall not be obligated to disburse any
funds to the Borrower hereunder unless and until the Borrower has provided the DEQ with an
opinion of the legal counsel to the Borrower, in form and substance satisfactory to the DEQ, to the
effect that:
(1) The Borrower has the power and authority to execute and deliver, and
perform its obligations under this Loan Agreement;
(2) This Loan Agreement has been duly executed, acknowledged where
necessary by the Borrower's authorized representatives and, to the best knowledge of such
counsel, all other necessary actions have been taken, so that this Loan Agreement is valid,
binding, and enforceable upon Borrower in accordance with its terms, except as such
enforcement is affected by bankruptcy, insolvency, moratorium, or other laws affecting
creditor's rights generally; and
(3) To such counsel's knowledge, this Loan Agreement does not violate any
other agreement, statute, court order, or law to which Borrower is a party or by which it is
bound.
(4) Interest on the SRF loan is excluded from gross income under Section
103(a) of the Internal Revenue Code of 1986 as amended and any regulations or ruling issued thereunder.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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(5) Revenues used as security for the loan will not constitute taxes which are
limited by Section lib, Article XI of the Oregon Constitution.
(B) BORROWER'S FINANCIAL RECORDS.
(1) The Borrower shall maintain appropriate and complete financial accounts
for this Project, for this debt service fund, and for the loan repayment funding source at all
times during the term of this Loan Agreement consistent with Generally Accepted
Government Accounting Standards, Generally Accepted Accounting Principles, and State
Minimum Standards for Audits of Municipal Corporations. Separate accounting will be
performed for the Facility producing the gross sewer revenues and for the Project.
(2) The Borrower shall retain files and records relating to the Project and this
Loan Agreement for at least three (3) years after the project has been completed and all
amounts due under this Loan Agreement are fully repaid.
(3) Audit. Federal enabling legislation and rules require an audit of each SRF
loan. DEQ agrees to accept the following as adequate to meet this requirement.
(a) A full and complete accounting of Project costs incurred including
documentation to support each cost element with a summary of the total costs of the
Project and the sources of funding submitted to the DEQ no more than six months
following project completion; and
(b) A copy the Borrower's annual audit report provided by December
31 st of each year until the loan is fully repaid.
(e) INSURANCE. At its own expense, the Borrower shall procure and maintain
insurance coverage (including, but not limited to hazard, flood and general liability insurance)
adequate to protect DEQ's interest, and in such amounts and against such risks as are usually
insurable in connection with similar projects and as is usually carried by entities operating similar
facilities. The Borrower shall maintain this insurance until all amounts due under this Loan
Agreement are fully repaid, and shall provide evidence of such insurance to the DEQ. Self
insurance pursuant to a recognized municipal program of self insurance shall be adequate to satisfy
this requirement.
(D) SEWER RATE COVENANT.
(1) Sewer Rates to Cover Debt Service 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 generate Net
Operating Revenues in each fiscal year equal to or greater than the debt service coverage
factor given in Section I(Q) on page 3 multiplied by the debt service payments due under
this Loan Agreement in that fiscal year.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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(2) Sewer Rate Adjustments. If, in any fiscal year, the Borrower fails to collect
fees sufficient to meet the coverage requirements described in paragraph (D)(1) of this
Article, the Borrower agrees to promptly adjust its fees to assure future compliance and to
transfer funds to the Sewer Fund from other sources in an amount equal to the deficiency.
Any transfers or deposits to the Sewer Fund shall be maintained in the Sewer Fund and be
used only for purposes for which the Net Operating Revenues may be used. The adjustment
of rates and the transfer of funds to cover a deficiency does not constitute the correction of
the default created by the Borrower's failure to meet the coverage requirements.
(3) Financial Reporting Requirement. The Borrower shall provide the DEQ
with a report which demonstrates the Borrower's compliance with the requirements of this
section by December 31 st of each year until the loan is repaid. If the audit report described
in Section 4(B)(3)(b) on page 8 identifies the Net Operating Revenues and contains a
calculation demonstrating whether the Borrower satisfied the requirements of subsection (1)
of this section, the audit report described in Section 4(B)(3)(b) on page 8 shall satisfy the
requirements of this subsection.
(E) LOAN RESERVE ACCOUNT.
(1) The Borrower covenants with the DEQ and any assignee of this Loan
Agreement that the Borrower shall create a restricted Loan Reserve Account, which it shall
hold in trust for the benefit of the DEQ and any assignee of this Loan Agreement. The
Borrower covenants to use the funds in the Loan Reserve Account solely to pay amounts
due hereunder until the loan, interest and fees have been fully repaid.
(2) The Borrower covenants that it shall deposit an amount equal to the Loan
Reserve Requirement as described in Section 1 (R) on page 3 into the Loan Reserve
Account no later than the first day on which a disbursement is received hereunder.
(3) The Borrower covenants that if 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 payment of the amounts due
hereunder unless the deposit has been made previously from other money of the Borrower.
(F) DISBURSEMENT OF LOAN PROCEEDS.
(1) Bid Documents. The DEQ shall not be obligated to disburse any loan
proceeds to the Borrower hereunder unless and until the Borrower has submitted a copy of
the awarded contract and bid documents to the DEQ for the portion of the Project costs
which will be funded with the disbursement.
(2) Documentation of Expenditures. The Borrower shall provide the DEQ with
written evidence of materials and labor furnished to and performed upon the premises,
receipts for the payment of the same, releases, satisfactions and other signed statements and
forms as may be reasonably required by the DEQ.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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(3) Adjustments and Corrections. The DEQ may at any time, review and audit
requests for disbursement and make adjustments for, but not limited to, ineligible
expenditures, mathematical errors, items not built or bought and unacceptable work.
Nothing herein contained shall require the DEQ to pay any amounts for labor or materials
unless satisfied that such claims are reasonable and that such labor and materials were
actually expended and used in the completion of the Project. In addition, the DEQ shall not
be required to disburse loan proceeds in any amount greater than the total estimated cost of
the work completed at the time of the disbursement as determined by the DEQ.
(4) Contract Retainage Disbursement. The DEQ will not disburse loan
proceeds to cover contractor retainage unless the Borrower is disbursing retainage to an
escrow account and provides proof of the deposit, or until the Borrower provides proof that
retained funds were paid to the contractor.
(G) INTEREST EXPENSE. Interest will accrue at the rate specified in Section leG) on
page 2 from the date that a disbursement is mailed or delivered to the Borrower, or deposited into
an account of the Borrower. Interest will accrue without compounding using a 365/366 day year
until the Final Loan Amount is determined. After the Final Loan Amount is determined and the
final repayment schedule is prepared, interest on future scheduled payments will accrue on a 360
day year basis and compound semi-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.
(H) FEES.
(1) Loan Processing Fee. The Borrower agrees to pay a one-time loan
processing fee of one and one-half percent (1.5%) of the Final Loan Amount. The loan
processing fee shall be assessed after the Final Amount is determined and shall be due and
payable as described in Section I (H) on page 2.
(2) Loan Servicing Fee. The Borrower agrees to pay an annual loan servicing
fee during the repayment period equal to one-half of one percent (0.5%) of the Outstanding
Loan Amount. The loan servicing fee shall be assessed and payable as described in Section
1 (I) on page 2. The loan servicing fee shall be calculated based upon the Outstanding Loan
Amount prior to the posting of the payment due on that date.
(3) Late Payment Fee. The Borrower agrees to pay immediately upon demand
of the DEQ, 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 after such payment is due. This late fee shall also
apply tB aay IBan f1Feeessing roe 61 16ftB 3erviGing feG which i~ au,", uu tildt luau }Ja'yl11t;ut
due date.
(I) LOAN REPAYMENT.
(1) Final Loan Amount. After the final request for loan proceeds is submitted
by the Borrower and disbursed by the DEQ, the Final Loan Amount will be determined.
The Final Loan Amount is the sum of all disbursements made including any amounts
CITY OF WOODBURN: R98412: 6/12197
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Page ---1-l. of <~ 3 PAGE 11
authorized by loan amendments. The Final Loan Amount less any principal payments
received will be amortized over the balance of the repayment term specified under "Terms
of Repayment" in Section 1(1) on page 2.
(2) Interim Payments. The Borrower agrees to make the first repayment on the
loan as stated on the repayment schedule, but, in any case, no later than one year following
the actual completion date of the Project. Semi-annual payments will continue to be due
based upon a Preliminary or revised schedule until the Final Loan Amount is determined
and the final repayment schedule is prepared. Any payments received during this period
will be credited first to accrued interest as of the date due and then to loan principal.
(3) Repayment Schedule. A fmal repayment schedule will be calculated after
the final disbursement is made and the Final Loan Amount is determined. This schedule
will record any interim payments which have already been made. The remaining scheduled
payments will amortize the Final Loan Amount less any principal payments received over
the remaining number of years or payments specified under "Terms of Repayment" in
Section 1(1) on page 2. Attached as Appendix A is a preliminary repayment schedule based
on the estimated completion date and original Loan Amount.
(4) Crediting of Scheduled Payments. Scheduled payments will be applied fIrst
to fees due, if any, and then to interest according to the repayment schedule, and then to
principal.
(5) Crediting of Unscheduled Payments. All unscheduled payments, including
any prepayments and partial payments, will be applied first to fees due, if any, and then to
interest computed using,a 365/366 day year, and then to principal. After an unscheduled
payment, the Outstanding Loan Amount will be reamortized at the same interest rate and
payment amount to reduce the loan maturity. After a partial payment, the Outstanding Loan
Amount will be reamortized at the same interest rate for the same number of payments to
increase the loan payment amount.
(6) Final Payment. All outstanding loan principal, interest and fees will be due
and payable no later than twenty years after the completion date.
(J) PREPAYMENT.
(1) Optional Prepayment. The Borrower may prepay any amounts owed on this
loan without penalty on any business day upon 24 hours prior written notice.
(2) Mandatory Prepayment. The Borrower shall prepay all amounts owed on
this loan upon receipt of notice that the DEQ has accelerated the loan in accordance with the
default provisions of this Loan Agreement.
.(3) Refinancing of Loan by Borrower. The Borrower warrants that if it
refinances the portion of the Project financed by this loan, or obtains an additional grant or
loan which is intended to fInance the portion of the Project financed by this loan, it will
prepay the portion of the Loan constituting a double benefit.
CITY OF WOODBURN: R98412: 6/12/97 LOAN AGREEMENT
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ARTICLE 5: GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
(A) REPRESENTATIONS AND WARRANTIES OF THE BORROWER.
(1) The Borrower hereby certifies, recites and declares that all acts, conditions
and things required to exist, happen and be performed precedent to and in the issuance of
this Agreement have existed, have happened, and have been performed in due time, form
and manner as required by law; and that the Loan Amount together with all obligations of
the Borrower does not, and will not, exceed any limits prescribed by the Constitution and
Statutes of the State of Oregon or the Borrower's authority.
(2) The Borrower warrants that it is a duly formed and existing municipal
corporation of the State of Oregon and has full corporate and other power to enter into this
Loan Agreement.
(3) The Borrower warrants that there is no material adverse information relating
to the Project or the loan, known to the Borrower, which has not been disclosed to the DEQ.
(4) The Borrower warrants that no litigation exists or has been threatened which
would cast doubt on the enforceability of the Borrower's obligations under this Loan
Agreement.
(5) The Borrower warrants that this Loan Agreement does not create any
unconstitutional indebtedness.
(6) The Borrower warrants that neither the execution of this Loan Agreement,
nor the consummation of the transactions contemplated hereby, nor the fulfillment of or
compliance with any of the terms and conditions of this Loan Agreement, will violate any
provision of law, or any order of any court or other agency of government, or any
agreement or other instrument to which the Borrower is now a party or by which the
Borrower or any of its properties or assets is bound, nor will same be in conflict with, result
in a breach or constitute a default (with due notice or the passage of time or both) under any
such agreement or other instrument, or, except as provided hereunder, result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the
property or assets of the Borrower.
(7) The Borrower warrants that any necessary local, state, and federal licenses,
permits, and other approvals and authorizations for completion of the Project have been or
will be obtained before the Project begins, and their provisions shall be complied with
during the term of this Loan Agreement.
(B) _ REPRESENTATIONS AND WARRANTIES OF THE DEQ. The DEQ represents and
warrants that the Director or the Director's representative has power under ORS 468 and OAR,
Chapter 340, Division 54, to enter into the transactions contemplated by this Loan Agreement and
to carry out the Department's obligations thereunder. By proper action of the State, the Director
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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and the Director's representative have been duly authorized to execute and deliver this Loan
Agreement and to make the loan as contemplated hereby.
(C) PROJECT AsSURANCES. Nothing in this Loan Agreement prohibits the Borrower
from requiring more assurances, guarantees, or indemnity or other contractual requirements from
any party performing Project work.
(D) GENERAL COVENANTS OF THE BORROWER. The Borrower covenants with the
DEQ that:
(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.
(2) The Borrower is and will be the owner of the sewer system and the Project,
and shall defend it against the claims and demands of all other persons at any time claiming
the same or any interest therein.
(3) The Borrower shall not sell, transfer, or encumber the sewer system without
the prior written approval of the DEQ, which approval shall not unreasonably be withheld.
Upon sale of the sewer system or the Project, in whole or in part, to a private purchaser, this
SRF loan shall be immediately due and payable in full.
(4) The Borrower shall undertake the Project, request disbursements under this
Loan Agreement, and use the Loan Amount in full compliance with all applicable laws and
rules of the State of Oregon, including ORS Chapter 468 and Oregon Administrative Rules
Sections 340-54-005 to 340-54-080, as they may be amended from time to time, and all
applicable laws and rules of the United States, including Title VI of the Clean Water Act as
amended by the Water Quality Act of 1987, Public Law 100-4 and any subsequent
amendments, and all applicable rules of the U.S. Environmental Protection Agency. Article
10 on page 19 lists many of the applicable federal laws and authorities ("Cross-Cutters").
(5) To the fullest extent permitted by law, the Borrower shall indemnify, save,
defend and hold the DEQ harmless in any action, suit, or claim arising from the Borrower's
failure to comply with any laws, requirements, permits and licenses relating to the Project
or this Loan Agreement.
(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 this 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.
(8) If the Loan Amount is not sufficient to pay for the costs of the Project in
full, the Borrower shall pay at its own expense from its own funds and without any right of
reimbursement from the DEQ all such costs of the Project in excess of the loan funds and
additions thereto.
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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(9) The Borrower shall take no action which would adversely affect the
eligibility of the Project as a State Revolving Fund Project, or cause a violation of any loan
covenant herein.
(10) The Borrower shall keep the sewer system in good repair and working order
at all times and operate the system in an efficient and economical manner.
(E) PROJECT COVENANTS OF THE BORROWER. The Borrower covenants with the
DEQ that:
(1) MBE, WBE and SBRA Affirmative Steps. The Borrower shall promote a
fair share award to Small Businesses in Rural Areas, Minority Business Enterprises, and
Women's Business Enterprises on all contract and subcontracts awarded as a part of the
Project.
(2) Surety Bond. Unless the DEQ provides a written waiver, the Borrower shall
have all prime contractors execute and deliver a corporate surety bond acceptable to the
DEQ for the faithful performance of the contract or subcontract and payment of all liens and
lienable expenses in connection therewith in a sum equal to the contract or subcontract
pnce.
(3) Retainage. The Borrower shall include a five percent (5%) retainage
provision in all of the Borrower's contracts for purchases or completion of any part of the
Project greater in cost than One Hundred Thousand ($100,000) Dollars.
(4) Change Orders. The Borrower shall submit all change orders to the DEQ.
The Borrower shall not use amounts loaned under this Loan Agreement to pay for costs of
any change order which has not been approved, in writing, by the DEQ. This subsection
shall not prevent the Borrower from approving a change prior to approval by DEQ, as long
as the Borrower accepts the risk of paying for costs of the change if it is not approved by
DEQ.
ARTICLE 6: REPRESENTATIONS, WARRANTIES AND COVENANTS RELATING TO
CONSTRUCTION PROJECTS ONLY
(A) COVENANTS. The Borrower covenants with the DEQ that:
(1) Inspections. The Borrower shall provide inspections during the building of
the Project as required by the DEQ to ensure that the Project complies with approved plans
and specifications. These inspections shall be conducted by qualified inspectors under the
direction of a registered civil, mechanical or electrical engineer, whichever is appropriate.
The DEQ or its representatives may conduct interim building inspections to determine
compliance with approved plans and specifications and with the Loan Agreement, as
appropriate.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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Exhibit "A"
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(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 qualified for asbestos
removal.
(3) Operation and Maintenance Manual. The Borrower shall submit a draft
facility operation and maintenance manual before the project is fifty percent (50%)
complete. The Borrower shall submit a facility operation and maintenance manual which
meets DEQ approval before the Project is ninety percent (90%) complete.
(4) Project Performance Certification. Draft performance standards shall be
submitted by the borrower before fifty percent (50%) project completion. Pinal
standards shall be submitted and approved by DEQ before ninety percent (90%) project
completion. The borrower shall notify the DEQ of the initiation of operation date
within 30 days following the event. No later than 10.5 months after the initiation of
operation, the borrower shall submit a performance evaluation report based on the
approved performance evaluation criteria and standards. An affirmative or negative
certification statement is required one year after the project's initiation of operation. If
the project certification is negative, a corrective action plan shall be submitted to DEQ
within two months of the certification to provide a basis for discussion and action to
correct project deficiencies. The Project performance process is discussed in further
detail in the "SRF Manual for Construction Projects."
(5) Alterations After Completion. The Borrower shall not materially alter the
design or structural character of the Project after the completion of the Project without the
written approval of the DEQ.
(B) COSTS ALREADY INCURRED BY THE BORROWER.
(1) The Borrower represents that the amount of construction costs of the Project
which have been incurred by the Borrower for the Project as of the date of this Loan
Agreement do not exceed the amounts shown in Section 1 (M) on page 2.
(2) The DEQ has relied upon Borrower's representation as to the amount of
construction costs incurred prior to the date of this Loan Agreement. If that sum is within
the U.S. Environmental Protection Agency's definition of "refinancing," the DEQ warrants
that that amount is within the exception to the refinancing rule allowed by the EP A. As
such, State Revolving Fund rules (40 CFR Part 35) allow disbursements to be made on a
reimbursement basis.
(C) PLANS AND SPECIFICATIONS. The Borrower's plans, specifications and related
documents for the Project will be reviewed and approved by the DEQ.
(D) PROJECT INITIATION OF OPERATIONS.
(1) The Borrower shall notify the DEQ no more than thirty (30) days after the
actual Project Completion Date.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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ORF )EPARTMENT OF ENVIRONMENTAL QUALITY
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(2) If the Project is completed, or is completed except for minor items, 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.
ARTICLE 7: RIGHTS OF DEQ; LIMITATIONS ON DEQ RESPONSIBILITIES
(A) QUALITY OF MATERIALS. The DEQ does not warrant or guarantee the quality of
materials supplied to and which become a part of the Project, the quality of the workmanship
performed upon the project, or the extent and stage of completion of the Project, and no such
warranty or guarantee shall be implied by virtue of any inspection or disbursement made by the
DEQ.
(B) LIABILITY OF THE DEQ. It is expressly understood and agreed that the DEQ will
be under no liability of any kind or character whatsoever for payment of labor or materials or
otherwise in connection with the completion of the Project or for the carrying out of contracts
entered into by the Borrower with third parties for the completion of the Project. All costs of
material, labor and construction, including indirect costs, shall be paid by the Borrower.
(C) RIGHT OF ENTRY AND INSPECTION. The Borrower will allow the DEQ or its
agents or assignees the right to enter the premises during reasonable business hours upon
reasonable notice to the Borrower to inspect the Project and for all other lawful purposes 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 REQUIRED TO ACT. Nothing contained in this Loan Agreement shall
require the DEQ to incur any expense or to take any action hereunder, and it shall not be liable to
the Borrower for any damages or claims arising out of action taken pursuant to this Loan
Agreement.
(E) 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 Agreement shall not operate as a waiver of any
subsequent breach of the same or any other term, covenant, or condition of this Loan
Agreement. The DEQ may pursue any of its remedies hereunder concurrently or
consecutively without being deemed to have waived its right to pursue any other remedy.
(2) Nothing in this Loan Agreement affects the DEQ's right to take remedial
action, including, but not limited to, administrative enforcement action and actions for
breach of contract against a Borrower that fails to carry out its obligations under this Loan
Agreement.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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DEPARTMENT OF ENVIRONMENTAL QUALITY
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(F) NONLIABILITYOFSTATE.
(1) The State and its officers, agents and employees shall not be liable to the
Borrower, or to any other party whomsoever for any death, injury, damage, or loss that may
result to any person or property by or from any cause whatsoever, arising out of the Project.
The Borrower shall, and does hereby agree to the extent permitted by law and the Oregon
Constitution, to indemnify, defend, save and hold the State, its officers, agents and
employees harmless from and defend each of them against any and all claims, liens and
judgments for death of, injury to, or loss by any person or damage to property whatsoever
occurring in, on or about the premises of the Project or due to the existence or activities of
the Project, and, to the extent permitted by law, any reasonable attorneys' fees and expense
incurred in connection with litigation against the State challenging or questioning the
validity of this Loan Agreement, the existence or activities of the Project or actions,
contracts, permits, or licenses obtained, agreed to, or performed by the Borrower in
connection therewith.
(2) Any findings by the Department concerning the Project and any inspections
or analyses of the Project by the DEQ are for purposes of determining eligibility for the loan
and disbursement 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.
(3) Review and approval of facilities plans, design drawings and specifications
or other documents by or for the DEQ does not relieve the Borrower of its responsibility to
properly plan, design, build and effectively operate and maintain the Facility as required by
law, regulations, permits and good management practices.
ARTICLE 8: DEFAULT AND REMEDIES
(A) EVENTS OF DEFAULT. The occurrence of one or more of the following events shall
constitute an Event of Default, whether occurring voluntarily or involuntarily, by operation of law
or pursuant to any order of any court or governmental agency:
(1) The Borrower's 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 Borrower's failure to comply in any material respect with any other
covenant, condition, or agreement of the Borrower hereunder for a period of thirty (30) days
after notice thereof from the DEQ;
(3) The DEQ reasonably determines that any representation or warranty made
by the Borrower hereunder was untrue in any material respect as of the date it was made;
(4) The Borrower becomes insolvent or admits in writing an inability to pay its
debts as they mature or applies for, consents to, or acquiesces in the appointment of a
trustee or receiver for the Borrower or a substantial part of its property; or in the absence of
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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such application, consent, or acquiescence, a trustee or receiver is appointed for the
Borrower or a substantial part of its property and is not discharged within sixty (60) days; or
any bankruptcy, reorganization, debt arrangement or moratorium or any dissolution or
liquidation proceeding, is instituted by or against the Borrower and, if instituted against the
Borrower, is consented to or acquiesced in by 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 the United States of America or the Oregon Constitution or as a result of
any legislative, judicial, or administrative action, any part of this Loan Agreement shall
have become void or unenforceable or impossible to perform in accordance with the
intention and purposes of the parties hereto, or shall have been declared unlawful.
(B) REMEDIES. If the DEQ determines that an Event of Default has occurred, the DEQ
may:
(1) Declare the Outstanding 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;
(3) Appoint a receiver at the expense of the 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 the loan proceeds and such additional money as may be required. In the
event of payment by the DEQ, 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 shall be additional
cumulative security for this Loan Agreement;
(5) Direct the State Treasurer to withhold any amounts otherwise due to the
Borrower from the State of Oregon and, to the extent permitted by Law, direct that such
funds be applied to the amounts due to the DEQ under this Loan Agreement and be
deposited into the State Revolving Fund;
(6) Compel the specific performance of any term, covenant, or condition of this
Loan Agreement; and
(7) Pursue any other legal or equitable remedy it may have.
(C) ATTORNEYS' FEES AND EXPENSES. In the event the Borrower shall default under
any of the provisions of this Loan Agreement and the DEQ shall employ attorneys or incur other
expenses for the DEQ's successful enforcement of or the performance or observance of any
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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DEPARTMENT OF ENVIRONMENTAL QUALITY
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obligation or agreement on the part of the Borrower contained therein, the Borrower agrees that it
will, upon demand thereof, pay to the order of the DEQ the reasonable fee of such attorneys and
other expenses incurred by the DEQ.
ARTICLE 9: SRF PROCEDURES MANUAL
The Oregon Administrative Rule references the State Revolving Fund Procedures Manual for
requirements and guidance on many aspects of Section 212 publicly-owned treatment works
projects. This document lists many of the requirements for meeting DEQ plan review and approval
standards, as well as SRF loan conditions. While some of the document is guidance rather than
requirement, this guidance is written with the intent of assisting the Borrower with important
issues, and borrowers are strongly encouraged to consider and follow the guidance when
applicable. The SRF Manual for Construction Projects provides additional information on many of
the project requirements and guidance.
ARTICLE 10: ApPLICABLE FEDERAL AUTHORITIES AND LAWS ("CROSS-CUTTERS")
(A) ENVIRONMENTAL LEGISLATION:
Archaeological and Historic Preservation Act of 1974, PL 93-291.
Clean Air Act, 42 V.S.C. 7506(c).
Coastal Barrier Resources Act, 16 V.S.C. 3501, et seq.
Coastal Zone Management Act of 1972, PL 92-583, as amended.
Endangered Species Act 16 V.S.C. 1531, et seq.
Executive Order 11593, Protection and Enhancement of the Cultural Environment.
Executive Order 11988, Floodplain Management.
Executive Order 11990, Protection of Wetlands.
Farmland Protection Policy Act, 7 V.S.C. 4201, et seq.
Fish and Wildlife Coordination Act, PL 85-624, as amended.
National Historic Preservation Act of 1966, PL 89-665, as amended.
Safe Drinking Water Act, Section 1424(e), PL 92-523, as amended.
Wild and Scenic Rivers Act, PL 90-542, as amended.
Federal Water Pollution Control Act Amendments of 1972, PL 92-500.
(B) ECONOMIC LEGISLATION:
Demonstration Cities and Metropolitan Development Act of 1966, PL 89-754, as amended.
Section 306 of the Clean Air Act and Section 508 of the Clean Water Act, including Executive
Order 11738, Administration of the Clean Air Act and the Federal Water Pollution Control
Act with Respect to Federal Contracts, Grants or Loans.
(C) SOCIAL LEGISLATION:
Age Discrimination Act, PL 94-135.
Civil Rights Act of 1964, PL 88-352, as amended, 42 V.S.C. 2000d et seq.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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DEPARTMENT OF ENVIRONMENTAL QUALITY
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Section 13 ofPL 92-500; Prohibition against Sex Discrimination under the Federal Water Pollution
Control Act.
Executive Order 11246, Equal Employment Opportunity.
Executive Order 11625 and 12138, Women's and Minority Business Enterprise.
Section 504 of the Rehabilitation Act of 1973, PL 93-112 (including Executive Orders 11914 and
11250), as amended, 29 U.S.C. 794.
(D) MISCELLANEOUS AUTHORITY:
Uniform Relocation and Real Property Acquisition Policies Act of 1970, PL 92-646.
Executive Order 12549 and 40 CFR Part 32, Debarment and Suspension.
Disclosure of Lobbying Activities, Section 1352, Title 31, U.S. Code.
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
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ARTICLE 11: LOAN EXECUTION
This loan agreement is executed between the STATE OF OREGON DEPARTMENT OF
ENVIRONMENTAL QUALITY (the "DEQ") and the CITY OF WOODBURN (the "Borrower") effective
as of the date indicated in Section l(E) on page 2.
BORROWER: CITY OF WOODBURN .
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Authorized Officer /
Typed Name: Nancy A. Kirksey'
Title: Mayor
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STATE OF OREGON,
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County of rY\ C\. r j C' \"\
This instrument was acknowledged before me on -::s- lI-v\. ~
by N~Y\L\~ A, K; r ks~ as the fY1 Cl "0 ~1i" ,
Name Title
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of the City of Woodburn.
OFFICIAL SEAL
MARY E TENNANT
NOTARY PUBtJC.OREGON
COMMISSION NO. 049288
MY COMMISSION EY.o:RES NOV. 27.1999
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Notary Public or Oregon
My commission expires: / / - .;t I - ? ')
DEQ: STATE OF OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY
Authorized Officer
Typed Name: Langdon Marsh
Title: Director
Date
CITY OF WOODBURN: R98412 : 6/12/97
LOAN AGREEMENT
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OREC 'EPARTMENT OF ENVIRONMENTAL QUALITY
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APPENDIX A: PRELIMINARY REPAYMENT SCHEDULE
BORROWER: CITY OF WOODBURN ANNUAL INTEREST RATE: 3.87%
SRF LOAN NO.: R98412 TERM IN YEARS: 20
LOAN AMOUNT: $20,000,000.00 PAYMENT AMOUNT: $735,149.69
Due -------------------PAYMENT------------------- Principal
Date Pmt# Principal Interest Fees Total Balance
$20,000,000.00
6/1/01 1 0.00 774,000.00 300,000.00 1,074,000.00 20,000,000.00
12/1/01 2 348,149.69 387,000.00 100,000.00 835,149.69 19,651,850.31
6/1/02 3 354,886.39 380,263.30 0.00 735,149.69 19,296,963.92
12/1/02 4 361,753.44 373,396.25 96,484.82 831,634.51 18,935,210.48
6/1/03 5 368,753.37 366,396.32 0.00 735,149.69 18,566,457.11
12/1/03 6 375,888.74 359,260.95 92,832.29 827,981.98 18,190,568.37
6/1/04 7 383,162.19 351,987.50 0.00 735,149.69 17,807,406.18
12/1/04 8 390,576.38 344,573.31 89,037.03 824,186.72 17,416,829.80
6/1/05 9 398,134.03 337,015.66 0.00 735,149.69 17,018,695.77
12/1/05 10 405,837.93 329,311.76 85,093.48 820,243.17 16,612,857.84
6/1 /06 11 413,690.89 321,458.80 0.00 735,149.69 16,199,166.95
12/1/06 12 421,695.81 313,453.88 80,995.83 816,145.52 15,777,471.14
6/1/07 13 429,855.62 305,294.07 0.00 735,149.69 15,347,615.52
12/1/07 14 438,173.33 296,976.36 76,738.08 811,887.77 14,909,442.19
6/1/08 15 446,651.98 288,497.71 0.00 735,149.69 14,462,790.21
12/1/08 16 455,294.70 279,854.99 72,313.95 807,463.64 14,007,495.51
6/1/09 17 464,104.65 271,045.04 0.00 735,149.69 13,543,390.86
12/1/09 18 473,085.08 262,064.61 67,716.95 802,866.64 13,070,305.78
6/1/10 19 482,239.27 252,910.42 0.00 735,149.69 12,588,066.51
12/1/10 20 491,570.60 243,579.09 62,940.33 798,090.02 12,096,495.91
6/1/11 21 501,082.49 234,067.20 0.00 735,149.69 11,595,413.42
12/1/11 22 510,778.44 224,371.25 57,977.07 793,126.76 11,084,634.98
6/1/12 23 520,662.00 214,487.69 0.00 735,149.69 10,563,972.98
12/1/12 24 530,736.81 204,412.88 52,819.86 787,969.55 10,033,236.17
6/1/13 25 541,006.57 194,143.12 0.00 735,149.69 9,492,229.60
12/1/13 26 551,475.05 183,674.64 47,461.15 782,610.84 8,940,754.55
6/1/14 27 562,146.09 173,003.60 0.00 735,149.69 8,378,608.46
12/1/14 28 573,023.62 162,126.07 41,893.04 777,042.73 7,805,584.84
6/1/15 29 584,111.62 151,038.07 0.00 735,149.69 7,221,473.22
12/1/15 30 595,414.18 139,735.51 36,107.37 771,257.06 6,626,059.04
6/1/16 31 606,935.45 128,214.24 0.00 735,149.69 6,019,123.59
12/1/16 32 618,679.65 116,470.04 30,095.62 765,245.31 5,400,443.94
6/1/17 33 630,651.10 104,498.59 0.00 735,149.69 4,769,792.84
1211/17 34 642,854.20 92,295.49 23,848.96 758,998.65 4,126,938.64
6/1/18 35 655,293.43 79,856.26 0.00 735,149.69 3,471,645.21
12/1/18 36 667,973.36 67,176.33 17,358.23 752,507.92 2,803,671.85
6/1/19 37 680,898.64 54,251.05 0.00 735,149.69 2,122,773.21
12/1/19 38 694,074.03 41,075.66 10,613.87 745,763.56 1,428,699.18
6/1/20 39 707,504.36 27,645.33 0.00 735,149.69 721,194.82
12/1/20 40 721,194.82 13,955.12 3,605.97 738,755.91 (0.00)
TOTALS $20,000,000.00 $ 9,444,838.16 $1,445,933.90 $ 30,890,772.06
REQUIRED LOAN RESERVE: $ 1,472,242
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
."'.,..--......-"~.._.~""'--..,,,.._-' ..
.,
ORE
STAL
)EPARTMENT OF ENVIRONMENTAL QUALITY
~ VOL VrNG FUND
Exhibit "An 1
Page ,-~ 3 of ,9..3 PAGE 23
~
ApPENDIX B: RESOLUTION
[Attach copy of the Resolution approving the loan)
CITY OF WOODBURN: R98412: 6/12/97
LOAN AGREEMENT
......-.. "-~_..~....,............-----,_..--_. .
'1