TCDA Resolution No. 21-02 CITY OF TIGARD, OREGON
TOWN CENTER DEVELOPMENT AGENCY
RESOLUTION NO. 21- O 2
A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
TOWN CENTER DEVELOPMENT AGENCY TO SIGN A DEVELOPMENT
ASSISTANCE AND LOAN AGREEMENT WITH COMMUNITY PARTNERS
FOR AFFORDABLE HOUSING TO PURCHASE LAND IN THE TIGARD
TRIANGLE TIF DISTRICT
WHEREAS, the Tigard City Council's current goals include a strategy (3.2) to promote
the development of affordable housing in Tigard;and
WHEREAS, the Tigard Triangle Urban Renewal Plan includes Objective 5.4 to assist in the
development of affordable and workforce housing; and
WHEREAS, the Town Center Development Agency budget for FY 2021-22 includes an
Affordable Housing Development Fund to make grants and loans that support
affordable housing;and
WHEREAS, Community Partners for Affordable Housing(CPAH) has submitted an
application for$500,000 in development assistance to purchase the Torchwood
property to allow the construction of 42 units of affordable housing and meets
the criteria for funding;and
WHEREAS, the Town Center Advisory Commission has recommended approval of the
assistance to the TCDA Board; and
WHEREAS, the Development Assistance and Loan Agreement sets out the terms and
conditions for the Agency to make a $500,000 forgivable loan to CPAH.
NOW,THEREFORE,BE IT RESOLVED,by the Tigard Town Center Development Agency that:
SECTION 1: The Executive Director is authorized to execute the Agreement,in
substantially the form attached as Exhibit A, subject to final legal review.
SECTION 2: The Executive Director may approve editing or similar changes to Exhibit A
that do not materially alter the rights or responsibilities of the parties.
SECTION 3: The Executive Director is authorized to take such further steps as reasonably
necessary to effectuate the Agreement
SECTION 4: This resolution is effective immediately upon passage.
TCDA Resolution No. 21-
Page 1
PASSED: This -a?, h day of- , 2021.
Chair—City of Tigard
Town Center Development Agency
ATTEST:
Recorder—City of Tigard
Town Center Development Agency
it
TCDA Resolution No. 21-
Page 2
i
EXHIBIT A
DEVELOPMENT ASSISTANCE AND LOAN AGREEMENT
THIS LOAN AGREEMENT("Loan Agreement")is made this day of
2021 by and between Community Partners for Affordable Housing, an Oregon nonprofit corporation,
("Borrower")and the Town Center Development Agency, an ORS Chapter 457 urban renewal agency
("Lender").
RECITALS
A. Borrower desires to acquire that certain property located at Lot 1 of 11655 SW Pacific Highway in Tigard,
Oregon legally described in Exhibit A(the"Land").
B. This loan (the"Loan")shall be used for the acquisition of the Land, upon which shall be developed a
four-story,approximately 47,000 square foot building with 42 units of affordable housing.
C. Lender intends to lend$500,000.00 to Borrower,with a loan term of five years and the potential for
loan forgiveness, provided certain terms are met.The Loan, defined below, shall be used to assist
Borrower to acquire the Land. Lender has a strong interest in the design and continued use of the
Project, defined below. Therefore, Lender's decision to make the Loan is premised on the agreement of
Borrower to comply with both the payment and the nonpayment terms of this Loan Agreement.
D. The Loan will be evidenced by a Promissory Note(the"Note")and will be secured by a second deed of
trust(the "Deed of Trust") subordinate only to the first deed of trust that secures a loan from
Borrower's Primary Lender, defined below.The Deed of Trust shall cover the Land.
E. The completion of the Project according to the terms of this Loan Agreement, including the Site Plan
(defined below)and the Schedule of Performance(defined below), is a material inducement to Lender
to enter into this Loan Agreement.
NOW,THEREFORE,the parties agree as follows:
AGREEMENT
1. DEFINITIONS
Certificate of Occupancy means the Certificate of Occupancy issued for the Project by the City of Tigard
Community Development Department.
City means the City of Tigard, a municipal corporation of the State of Oregon.
Closing means the escrow event whereby, among other things,the proceeds of the Loan are
disbursed by Lender to Borrower and applied by Borrower to the purchase price of the Land. [The parties
anticipate that Closing will occur on July 1, 2021.]
Page 1 Loan Agreement
Fiscal Year means the period beginning on the first day of July of each year and ending on the last day of
June of the subsequent year.
Loan means the acquisition loan from Lender described in this Loan Agreement.
Loan Document means this Loan Agreement,the Note,the Trust Deed or any other agreement
executed by Borrower and Lender in connection with the Loan (collectively"the Loan Documents).
Note means that certain promissory note of even date herewith executed by Borrower in favor of
Lender and evidencing the Loan.
OHCS means the State of Oregon acting by and through its Housing and Community Services
Department.
Permitted Exception means a title exception not objected to and expressly permitted by Lender.
Primary Lender means
Project means the means the Land,together with the improvements to be constructed on the Property
as contemplated in this Loan Agreement.
Project Operating Budget means the project operating budget approved by Lender, attached hereto as
Exhibit B, as the same may be revised from time to time.
Project Property means the Land and any improvements on the Land.
Project Schedule means the schedule set forth in Exhibit C, showing completion of milestones in the
construction of the Project.
Site Plan means the Proposed Site Plan,attached hereto as Exhibit D,as the same may be revised from
time to time.
Sources and Uses of Funding Budget means the amounts and sources of all funding for the
development of the Project and the construction loan budget approved by Lender in writing,attached hereto as
Exhibit E,as the same may be revised from time to time.
Trust Deed means that certain trust deed, security agreement,fixture filing,and assignment of
leases of rents of even date herewith executed by Borrower, as Grantor, in favor of Lender, as
Beneficiary,encumbering the Project and securing the Loan.
2. REPRESENTATIONS,WARRANTIES,AND COVENANTS OF BORROWER
To induce Lender to enter into this Loan Agreement and to make the Loan provided for in this Loan
Agreement,at all times during the term of this Loan Agreement,and until all amounts and obligations owing
Page 2 Loan Agreement
hereunder and under any other Loan Document shall have been paid and performed Borrower represents,
warrants, and covenants as follows:
2.1 Existence. Borrower is a nonprofit corporation,duly organized and validly existing under the laws of
the State of Oregon. Borrower shall keep in force all licenses and permits necessary to the proper conduct of its
ownership and operation of the Project.
2.2 Organization Documents. Borrower has provided Lender true, correct, and complete copies of
Borrower's organization documents, consisting of(i)Articles of Incorporation filed September 25, 1993,as
amended, and(ii)verification of tax exempt status.
2.3 Authority. Borrower has full power and authority to conduct all of the activities that are now
conducted by it or proposed to be conducted by it in connection with the Project and as contemplated by this
Loan Agreement,to execute,deliver,and perform this Loan Agreement,the Note,the Deed of Trust,the
environmental indemnity required by Section 4.14,and all of the other loan documents that Borrower is
required to execute, deliver, and perform by the terms of this Loan Agreement.The resolutions of Borrower
submitted to Lender authorizing the borrowing contemplated herein and listing the individuals authorized to act
on behalf of Borrower are in full force and effect as of the date hereof. Borrower will execute and deliver the
Loan Documents promptly when required and will perform and discharge each and every covenant and
obligation of Borrower contained in this Loan Agreement and the other Loan Documents in good faith and with
due diligence.
2.4.Title. Borrower owns and holds (or will own and hold, immediately following Closing)good and
marketable fee simple title to the Land. Borrower has provided to Lender a preliminary title report issued by
First American Title Company with a legal description in a form approved by Lender.
2.5 Deed of Trust.The Loan shall be subordinate only to the first deed of trust that secures a loan from the
Primary Lender.
2.6 Financial Statements.
a. Current Statements. Prior to Lender's transfer of any Loan funds to Borrower, Borrower shall
furnish current financial statements to Lender, prepared in accordance with generally accepted accounting
principles,which are hereby represented and warranted to be true and complete as of their date and to fairly
represent the respective financial conditions of Borrower, and Lender can rely on such financial statements in
agreeing to advance funds hereunder.There has been no material adverse change in the financial condition of
Borrower from that shown in such financial statements. Borrower agrees at all times to keep Lender fully
informed of the status and financial condition of Borrower and will disclose to Lender all material facts
necessary to make all previous disclosures not misleading. Lender shall have full and complete access at all times
to Borrower's current financial records.
b. Ongoing Statements. Borrower will furnish to Lender throughout the term of
the Loan (i) annual CPA-prepared financial statements for Borrower, delivered to Lender within one hundred
eighty(180)days of the end of such entity's fiscal year,and (ii)an updated schedule of real estate owned.
Page 3 Loan Agreement
2.7 Liabilities; Litigation. Borrower has no direct or contingent liabilities involving significant
amounts known to Borrower and not previously disclosed to Lender in writing.There is no litigation,
prosecution, investigation, or proceeding of any nature whatsoever now pending or to the best of Borrower's
knowledge threatened against Borrower.
2.8 Binding Obligations.This Loan Agreement and the other Loan Documents when executed
by Borrower and delivered to Lender will be the valid and binding obligations of Borrower, enforceable in
accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization, or
similar laws or general principles of equity affecting creditors' rights generally.
2.9 Effect of Loan Documents.The execution, delivery,and performance of this Loan Agreement,
the execution and payment of the Note,the granting of the Deed of Trust, and the execution of, and granting of
security interests under, any of the other Loan Documents will not constitute a breach or default under any
other agreement to which Borrower is a party or may be bound or affected, or a violation of any law, regulation,
or court order that may affect Borrower,the collateral described in the Trust Deed, or the use thereof.
2.10 Soils and Geology.To the best of Borrower's knowledge,the Land has suitable soils and geology
for the Project and is not within a flood plain or other extra hazardous area for purposes of insurance.
2.11 Non-Foreign Person Status. Borrower is not a "foreign person"within the meaning of
Section 1445(f)(3)of the Internal Revenue Code of 1986, as amended.
2.12 Use of Loan Proceeds; Schedule of Performance. Borrower will use the Loan proceeds only for
the acquisition of the Land. Borrower will use all reasonable efforts to complete construction of the Project in
accordance with the Project Schedule, including without limitation taking all required actions to(i)complete
design of the Project, (ii)obtain all permits,approvals, and authorizations necessary to construct and operate
the Project, and(iii)obtain sufficient financing for the construction and/or permanent ownership of the Project.
2.13 Performance by Borrower. Borrower will punctually and promptly pay when due the
principal of,and all interest on,the indebtedness evidenced by the Note and all other charges,fees,and sums
that may become due under the Loan Documents. Borrower will take all actions and do all things necessary to
cause each and every covenant,warranty, condition,agreement, obligation, and/or requirement contained in
this Loan Agreement and the other Loan Documents to be fully and faithfully performed and satisfied in
accordance with the terms thereof.
2.14 Status Reports. If requested by Lender, Borrower will furnish a status report to Lender, updating
the Project Schedule and describing progress made since the previous update.The status report shall be
delivered to Lender within fifteen (15)days of request.
2.15 [Reserved.]
2.16 Subordinate Liens. Borrower will not cause or allow the Project Property or any part thereof to
be subject to any lien or encumbrance relating to financing subordinate to the Loan contemplated by this Loan
Agreement,without the prior written consent of Lender, except for a potential future predevelopment loan to
Page 4 Loan Agreement
complete the predevelopment activities of the Project. Notwithstanding the above, Lender will promptly
execute instruments as necessary to subordinate this loan to Borrower's loan from the Primary Lender.
2.17 Development Issues. Borrower is aware of no identifiable issue(s)that would preclude
development of the Project or Borrower's obtaining sufficient financing for the construction or permanent
ownership of the Project within the time frames set forth on the Project Schedule.
2.18 Changed Circumstances. At all times during the Loan term, Borrower will promptly notify Lender
in writing if for any reason any of the foregoing representations or warranties becomes untrue in any material
respect, or if Borrower is unable for any reason to comply in any material respect with any of the foregoing
covenants.
2.19 Compliance with Laws and Use Restrictions. Borrower will comply with,or cause the Project to
comply with, all laws, ordinances,statutes, rules, regulations, orders, injunctions, or decrees of any government
agency or instrumentality applicable to Borrower,the Project, or the operation thereof, including(a)all
applicable health and safety, environmental, and zoning laws, (b)all requirements under Section 42 of the
Internal Revenue Code and the regulations promulgated thereunder,and (c)all restrictions on the use,
occupancy or operation of the Project otherwise required by Lender.
2.20. Other Obligations. Borrower will pay and discharge, before the same shall become delinquent,
all indebtedness,taxes,and other obligations for which it is liable or to which its income or property is subject
and all claims for labor and materials or supplies which, if unpaid, might become by law a lien (other than a
Permitted Exception) upon the collateral described in the Trust Deed,except any thereof whose validity or
amount is being contested in good faith by Borrower in appropriate proceedings. If Borrower fails to discharge
any such claim or lien,within 90 days after receipt of notice of same, Lender may, in its sole discretion and
without waiving the default, pay the same,which payment shall, at Lender's option, be added to the amount
outstanding under the Note.
2.21 Indemnity. Borrower shall indemnify and hold Lender, its employees and agents harmless from
and against any and all liabilities, claims, losses, damages, or expenses(including attorney fees and title costs
and expenses)which any of them may suffer or incur in connection with (a)the inaccuracy of any of the
representations and warranties made herein, (b)any transaction contemplated by this Loan Agreement or any
other Loan Document,and (c)the construction or operation of the Project, except to the extent such liabilities,
claims, losses, damages,or expenses arise solely from the gross negligence or willful misconduct of Lender.
2.22 Additional Payments;Additional Acts. From time to time, Borrower will execute and deliver all
such instruments, provide such additional information,and perform all such other acts as Lender may
reasonably request to carry out the transactions contemplated by the Loan Documents.
2.23 Transfer of Beneficial Interest.At all times during the term of this Loan Agreement and until all
amounts and obligations owing hereunder and under any other Loan Document shall have been paid and
performed in full, Borrower will not, directly or indirectly,without the prior written consent of Lender, sell or
transfer any beneficial interest in Borrower in violation of the terms of the Note,or change or permit a material
Page 5 Loan Agreement
change in Borrower's structure, except as permitted by the Trust Deed,or as contemplated in the formation of a
limited partnership for tax credit purposes.
3. LOAN GENERALLY
3.1 Lender Loan.On the terms and conditions of this Loan Agreement, Lender agrees to make an
acquisition loan to Borrower in the principal amount of$500,000.00("Loan Amount"). Unless otherwise
mutually agreed to by the parties,the Loan amount shall be delivered to Borrower at Closing. The Loan is
evidenced by and repayable with interest in accordance with this Loan Agreement and the Note and is secured
by the Trust Deed.All payments and prepayments of principal and interest on the Loan and all other amounts
payable hereunder or under the Trust Deed by Borrower to Lender shall be made to:
City of Tigard
Attn: Finance Director
13125 SW Hall Blvd.
Tigard,OR 97223
or at such other address as Lender may specify in writing.
4. CONDITIONS PRECEDENT TO FUNDING
Prior to disbursement of the Loan proceeds to Borrower at Closing,the following conditions must be
satisfied:
4.1 Title Policy. Receipt by Lender of advice from that it is ready,
able,and willing to issue to Lender a standard mortgagee's title insurance policy, in such form and with such
endorsements as may be required by Lender, insuring that the Deed of Trust is and will continue to be an
encumbrance against the Land, and securing a debt of$500,000.00, in such inferior lien position as Lender may
approve,except real property taxes and assessments not yet due.
4.2 Execution of Documents. Execution by Borrower and Lender of this Loan Agreement and all
other Loan Documents requiring Borrower's signature and,where appropriate,acknowledgment of the Loan
Documents.
4.3. Liability Insurance. Receipt by Lender of satisfactory evidence that Borrower has obtained
commercial general liability insurance coverage in a minimum amount of$1,000,000.00/per occurrence-
$2,000,000.00 aggregate.
4.4 [Reserved.]
4.5 Project Funding Sources. Receipt by Lender of evidence that Borrower has equity sufficient to
fully cover all acquisition fees and expenses and that any additional funding source is subordinate and
acceptable to Lender.
4.6 Lender Fees.Receipt by Lender of all expenses payable by Borrower.
Page 6 Loan Agreement
4.7 Appraisal. Receipt by Lender of an appraisal report on the Project Property in form and
substance acceptable to Lender.
4.8 Environmental Indemnity. Borrower will hold Lender and its directors,officers, employees,
agents,successors, and assigns harmless from,will indemnify them for, and will defend them against any and all
losses, damages, liens, costs, expenses,and liabilities directly or indirectly arising out of or attributable to any
violation of any Environmental law or the use,generation, manufacture, production,storage, release,
threatened release,discharge, disposal,or presence of a Hazardous Substance on, under, or about the Land,
including without limitation the costs of any required repair, cleanup, containment,or detoxification of the
Land,the preparation and implementation of any closure, remedial, or other required plans, attorney fees and
costs (including but not limited to those incurred in any proceeding and in any review or appeal),fees, penalties,
and fines.
a. For purposes of this section, "Environmental Law"means any federal,state, or local law,
statute, ordinance, or regulation pertaining to Hazardous Substances(as defined below), health, industrial
hygiene,or environmental conditions, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980(CERCLA),as amended (42 USC§§9601-9675),and the Resource
Conservation and Recovery Act of 1976(RCRA), as amended (42 USC§§6901-6992k).
b. For purposes of this section, "Hazardous Substance" includes without limitation any material,
substance, or waste that is or becomes regulated or that is or becomes classified as hazardous, dangerous, or
toxic under any federal, state, or local statute, ordinance, rule, regulation, or law.
4.9 Organization Documents. Receipt by Lender of copies of Borrower's Organization Documents in
effect as of the date hereof.
4.10 Resolutions. Receipt by Lender of complete copies of resolutions of Borrower authorizing the
Loan contemplated herein and listing the individuals authorized to act on behalf of Borrower.
4.11 Tax-Exempt Status. Receipt by Lender of a determination letter from the Internal Revenue
Service, in full force and effect as of the date hereof,determining that Borrower or its sole member is a tax-
exempt organization under Section 501(c)(3)of the Internal Revenue Code.
4.12 Property Taxes. Evidence that any and all real estate taxes, special assessments,and liens that
are due and payable with respect to the Project Property at the time of funding shall be paid in full prior to any
disbursement of Loan proceeds, unless otherwise agreed in writing between Lender and Borrower.
S. ACQUISITION LOAN
5.1 Loan and Term. Lender agrees, on the terms and conditions of this Loan Agreement and upon
satisfaction of all conditions precedent,to disburse the Loan Amount to Borrower.
5.2 Repayment of Principal. Borrower shall repay the principal and any accrued interest to Lender
at the end of five years following the date of the Note, as may be extended according to the terms of the Note.
Page 7 Loan Agreement
5.3 Interest. During the five-year period, as provided by the Note, simple interest shall accrue at
the rate of two(2)percent per year on the outstanding balance of the Loan.Thereafter, amounts past due shall
bear interest at three (3) percent per year.
5.4 Disbursements.The proceeds of the Loan shall be disbursed at Closing and shall be used only as
partial payment for the Land.
5.5 Covenants of Borrower. Borrower covenants as follows with respect to the construction of the
Project, unless Lender has waived compliance in writing:
All funds disbursed hereunder shall be used by Borrower for the acquisition of the Land. Borrower shall
not lend or otherwise make available all or any part of the Loan proceeds to any person or entity
without the prior written consent of Lender.
6. [Reserved.]
7. AFFORDABLE HOUSING
7.1 Restrictions.The Project shall be subject to rental restrictions established by OHCS.
7.2 Loan Forgiveness. If Borrower enters into a construction contract for the construction of the
Project and enters into a Low-Income Housing Tax Credit Reservation and Extended Use Agreement with OHCS
affecting the Project, Lender will convert the Loan to a grant from the Lender to Borrower, in which event no
payment of interest or principal shall be required.
8. EVENTS OF DEFAULT
The occurrence of any one or more of the following shall be an event of default("Event of Default")
under this Loan Agreement and the other Loan Documents:
8.1 Failure to Disclose Material Facts. Borrower deliberately fails to disclose any fact material to the
making of any loan to Borrower, or upon discovery by Lender of any misrepresentation by, or on behalf of, or for
the benefit of Borrower.
8.2 Failure to Comply with Project Schedule. Borrower fails in any material respect, in the
reasonable determination of Lender,to comply with the Project Schedule,which failure is not caused in whole
or in part by any event within the Borrowers reasonable control, including without limitation failure to obtain
sufficient financing for the construction and/or permanent ownership of the Project within the time set forth in
the Project Schedule, and such failure is not remedied by Borrower within thirty(30)days after written notice
from Lender describing the non-compliance,or such longer period as may be required,to address a delay which
cannot be cured within 30 days, as long as borrower is diligently pursuing said cure. The Project Schedule may
be updated from time to time as agreed upon by Lender and Borrower.
Page 8 Loan Agreement
8.3 [Reserved.]
8.4 Non-Payment. Borrower fails to pay any installment of principal or interest on the Note or any
other sum due under the Loan Documents when due, subject to any applicable notice and cure period contained
in the Note or the other Loan Documents.
8.5 Non-Compliance with Governmental Regulations. Borrower fails to show evidence of full or
substantial compliance with any lawful, material requirement of any governmental authority having jurisdiction
over the Project or the Project Property within thirty days after notice in writing of such requirement is given to
Borrower by Lender or, if such compliance cannot be completed within such thirty(30)-day period through the
exercise of reasonable diligence,the failure by Borrower to commence the required compliance within such
thirty(30)-day period and thereafter to continue such compliance with diligence to completion.
8.6 Untruth of Representations and Warranties.Any representation or warranty of Borrower in any
of the Loan Documents, or in any certificate, agreement, instrument, or other document made or delivered
pursuant to or in connection with any of the Loan Documents proves to have been untrue or incorrect in any
material respect when made.
8.7 Seizure of Collateral.All or any material portion of the Project Property is lawfully condemned,
seized,or appropriated by any governmental agency.
8.8 Changed Financial Condition.There is a material adverse change in the financial condition of
Borrower from the financial condition of such entity or person as of the date hereof, and Borrower fails to
present evidence reasonably satisfactory to Lender that such condition has been remedied within thirty(30)
days after written notice by Lender to Borrower.
8.9 Bankruptcy and Related Matters. Borrower:(i)files a voluntary petition in bankruptcy, or such
petition is filed against such person or entity and is not dismissed within sixty(90) days after filing;(ii)files any
petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief for itself under any present or future federal, state, or other statute, law,
or regulation relating to bankruptcy, insolvency,or other relief for debtors;or(iii)seeks or consents to or
acquiesces in the appointment of any trustee, receiver,or liquidator of Borrower or of ail or any part of the
Project or the Project Property,or of any or all of the royalties, revenues, rents, issues, or profits thereof, or
makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts
generally as they become due.
8.10 Reorganization or Dissolution.A court of competent jurisdiction enters an order,judgment,or
decree approving a petition filed against Borrower seeking any reorganization,dissolution, or similar relief under
any present or future federal,state, or other statute, law,or regulation relating to bankruptcy, insolvency,or
other relief for debtors,and such order,judgment, or decree remains in effect for an aggregate of sixty(60) days
(whether or not consecutive)from the first date of entry thereof,or any trustee, receiver,or liquidator of
Borrower or of all or any part of the Project or the Project Property, or of any or all of the royalties, revenues,
rents, issues,or profits thereof, is appointed without the consent or acquiescence of Borrower and such
appointment remains in effect for an aggregate of sixty(60)days(whether or not consecutive).
Page 9 Loan Agreement
8.11 Attachment. A writ of execution or attachment or any similar process is issued or levied against
all or any part of or interest in the Project or the Project Property, or any judgment involving monetary damages
is entered against Borrower that becomes a lien on the Project or the Project Property or any portion thereof or
interest therein,and such execution, attachment,or similar process or judgment is not released,bonded,
satisfied,vacated,or stayed within sixty(90)days after its entry or levy.
8.12 Transfer.Any transfer of all or any part of the Project or the Project Property without the prior
written consent of Lender,or any transfer of a majority ownership interest in Borrower without the prior written
consent of Lender,all as more particularly set forth in the Note, unless as contemplated in the creation of a
limited partnership for tax credit purposes.
8.13 Other Material Breach. Borrower otherwise materially breaches any term,covenant, condition,
provision, representation,or warranty of Borrower under this Loan Agreement or the other Loan Documents
and fails to cure such breach within thirty(30)days after notice in writing of such breach is given to Borrower by
Lender or, if such breach cannot be cured within such thirty(30)-day period through the exercise of reasonable
diligence,the failure by Borrower to commence the required cure within such thirty(30)-day period and
thereafter to continue such cure with diligence to completion.
9. RIGHTS AND REMEDIES ON DEFAULT
Upon the occurrence of an Event of Default and at any time thereafter, Lender may, at its option,
exercise any one or more of the following rights and remedies:
9.1 During Construction.
(a) Reserved.
(b) Lender shall have the right to suspend or terminate its obligation to make further disbursement of
Loan proceeds.
9.2 Acceleration. Lender may declare the entire remaining unpaid balance of principal and unpaid
accrued interest and other charges payable by Borrower pursuant to the Note or any other Loan Document,to
be immediately due and payable in full.
9.3 Foreclosure.Trustee, at Lender's direction,shall have the right to foreclose by notice and sale,
or Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with applicable
law. In any judicial foreclosure, Lender shall be entitled to obtain a deficiency judgment(subject to any
applicable nonrecourse provisions in the Note)for any amount by which the amount of the obligations secured
hereby exceeds the sale proceeds.
9.4 Action under Note. Lender shall have the right, at its sole option,to waive its rights under the
Trust Deed and pursue an independent action upon the Note, unless the Note is nonrecourse by its express
terms.The Note,Trust Deed, and other Loan Documents are separate and distinct instruments separately or
collectively enforceable in accordance with their terms.
Page 10 Loan Agreement
9.5 Additional Rights and Remedies. Trustee and Lender shall have any other right or remedy
provided in the Trust Deed,the Note,the Loan Documents,or any other instrument delivered by Borrower in
connection therewith,or available at law, in equity, or otherwise in such order and manner as it may select.
9.6 Uniform Commercial Code. With respect to the collateral identified in the Trust Deed, Lender
shall have all rights and remedies of a subordinate lender under the Oregon Uniform Commercial Code,as
amended from time to time. Lender shall give Borrower reasonable notice of the time and place of any public
sale of any personal property or of the time after which any private sale or any other intended disposition of
personal property collateral is to be made. Reasonable notice shall mean notice given at least ten (10) days
before the time of the sale or disposition.
9.7 Exercising Rights and Remedies. In exercising its rights and remedies, Lender may, subject to
the terms of the Primary Lender's loan documents, cause all or any part of the Project Property to be sold as a
whole or in parcels, and certain portions of the Project Property may be sold without selling other portions.
Lender may bid at any public sale on all or any portion of the Property.A waiver by either party of a breach of a
provision of the Trust Deed shall not constitute a waiver of or prejudice the party's right otherwise to demand
strict compliance with that provision or any other provision.An election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and all remedies of Lender under the Trust Deed are cumulative and
not exclusive.An election to make expenditures or take action to perform an obligation of Borrower shall not
affect Lender's right to declare a default and exercise its remedies under the Trust Deed.
9.8 Foreclosure of Lessee's Rights-Subordination. Lender shall have the right,at its option,to
foreclosure the Trust Deed subject to the rights of any lessee(s)of the Project Property. Lender's failure to
foreclose against any lessee shall not be asserted as a claim against Lender or as a defense against any claim by
Lender in any action or proceeding. Lender, at any time, may subordinate the Trust Deed to any or all of the
lessees,except that Lender shall retain its priority claim to any condemnation or insurance proceeds.
9.9 Repairs during Redemption. In the event of a judicial foreclosure, the purchaser during any
redemption period may make such repairs and alterations to the Project Property as may be reasonably
necessary for the proper operation,care, preservation,protection and insuring of the Project Property.Any
sums so paid,together with interest from the date of the expenditure at the rate provided in the judgment shall
be added to the amount required to be paid for redemption of the Project Property.
9.10 Foreclosure Proceedings. In the event of any judicial or nonjudicial foreclosure sale, Lender in its
discretion may use a single notice covering both real estate and personal property, designate the order of sale,
and may elect to sell the real estate and personal property as an integrated unit or separately.Any person
permitted by law to do so may purchase at any sale.
9.11 Proceeds of Sale.Subject to the provisions of applicable law,the proceeds of any sale under the
Trust Deed will be applied first to payment of costs and expenses,then to payment of security protection
advances,then to payment of the other secured obligations(which includes any applicable prepayment
premium or fee) in any order that Lender chooses, and then to any other person or persons who may establish
to the satisfaction of Lender that they are legally entitled to it.
Page 11 Loan Agreement
9.12 Borrower's Waiver of Rights upon Sale. Borrower waives all rights to direct the order or
combinations in which any of the collateral will be sold, and also any right to have any of the collateral
marshaled upon any sale. Borrower acknowledges that there is no fiduciary relationship between Borrower and
Trustee or between Borrower and Lender.
9.13 Interest on Default. Upon the occurrence of any Event of Default, interest under the Note shall
accrue interest on the unpaid principal balance from the date of the Event of Default, or if the Event of Default is
a payment default,from the date the first unpaid payment was due, at a rate(the "Default Rate") of six(6)
percent per annum. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity
Date(as such term is defined in the Note),the unpaid principal balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.
9.14 Rights and Remedies Cumulative.All rights and remedies described in this Section 9 are
cumulative and in addition to any other remedy Lender may have by agreement,at law, or in equity. Partial
exercise of any right or remedy shall not limit or restrict Lender's subsequent exercise of such right or remedy
nor shall it restrict Lender's contemporaneous or subsequent exercise of any other right or remedy.
9.15 No Waiver. No failure or delay of Lender in exercising any right hereunder shall operate as a
waiver of that right or any other right. No modification or waiver of any provision of the Trust Deed or any other
Loan Document shall be effective unless in writing, and then only in specific instance and for the purpose given.
No notice or demand on Borrower shall entitle Borrower to any other notice or demand in other similar
circumstances.
9.16 Payment of Costs of Collection. In case of a default, or in case litigation is commenced to
enforce or construe any term of the Trust Deed,the Note, or any other Loan Document,the losing party will pay
to the prevailing party such amounts as shall be sufficient to cover the cost and expense of collection or
enforcement, including, without limitation, reasonable attorney fees and costs prior to and at any arbitration
proceeding or at trial, on appeal,or in any bankruptcy proceeding.
10. ASSET AND PROPERTY MANAGEMENT
Borrower will cause the Project to provide affordable housing in the City. Borrower's obligations
described in this section shall remain in effect for the term of this Loan Agreement.This provision shall survive
any prepayment or forgiveness of the Loan Amount.
11. MISCELLANEOUS
11.1 Recourse Provision. The obligations under the Note, including obligations secured by the Trust
Deed, are with recourse to the Borrower.
11.2 Counterparts. This Loan Agreement may be executed in any number of counterparts,and any
single counterpart or set of counterparts signed, in either case, by all the parties hereto shall constitute a full
and original instrument, but all of which shall together constitute one and the same instrument.
Page 12 Loan Agreement
11.3 Survival. All agreements, representations, and warranties shall survive the execution and
delivery of this Loan Agreement,any investigation at any time made by Lender or on its behalf,the making of
the Loan, and the delivery of the Note.
11.4 Notice. Any notice required or permitted under this Loan Agreement shall be in writing and
shall be deemed effective; (1)when actually delivered in person, (2)one business day after deposit with a
commercial courier service for"next day"delivery, (3)two business days after having been deposited in the
United States mail as certified or registered mail,or(4)when transmitted by facsimile answer back or receipt
confirmed),addressed to the parties as follows:
If to Borrower:
Community Partners for Affordable Housing
6380 SW Capitol Hwy
Portland, OR 97239
If to Lender:
City of Tigard
13125 SW Hall Blvd
Tigard, Oregon 97223
with a copy to:
City Attorney
City of Tigard
13125 SW Hall Blvd
Tigard,Oregon 97223
11.5 Successors and Assigns.This Loan Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective permitted successors and assigns.
11.6 Governing Law.This Loan Agreement and the other Loan Documents shall be governed by and
construed under Oregon law.
11.7 Assignment. Borrower may not assign this Loan Agreement without the prior written consent of
Lender.
11.8 Modification; Prior Loan Agreements; Headings.This Loan Agreement may not be modified or
amended except by an instrument in writing signed by Borrower and Lender.This Loan Agreement,taken
together with the other Loan Documents, reflects and sets forth the entire agreement and understanding of the
parties with respect to the subject matter hereof,and supersede all prior agreements and understandings
Page 13 Loan Agreement
relating to such subject matter.The headings in this Loan Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms hereof.
11.9 Validity;Severability. If any provision of this Loan Agreement is held to be invalid,such event
shall not affect,in any respect whatsoever,the validity of the remainder of this Loan Agreement, and the
remainder shall be construed without the invalid provision so as to carry out the intent of the parties to the
extent possible without the invalid provision.
11.10 Exhibits.Any exhibits attached to this Loan Agreement and referred to herein are incorporated
in this Loan Agreement as if they were fully set forth in the text hereof.
11.11 Time of Essence.Time is of the essence of this Loan Agreement and each of the Loan
Documents.
IN WITNESS WHEREOF,the parties hereto have caused this Loan Agreement to be executed by their duly
authorized representatives as of the date first above written.
Executed in multiple counterparts as of the day and year first above written.
TOWN CENTER DEVELOPMENT AGENCY,
an ORS 457 Urban Renewal Agency,
By:Steve Rymer, Executive Director of the Town Center Development Agency of the City of Tigard
Signed:
APPROVED AS TO FORM:
By:
Shelby Rihala, City Attorney
By:
Signed:
Page 14 Loan Agreement
List of Exhibits
Exhibit A Legal Description of Property
Exhibit B Project Operating Budget
Exhibit C Project Schedule
Exhibit D Proposed Site Plan
Exhibit E Sources and Uses of Funding Budget
Page 15 Loan Agreement
Exhibit A
(to be inserted)
Exhibit B
Expected Operating Budget
i
.Income
#Bedroom:#Bathroom Approxsgft AMI Rent ''Actual rent'Utility Allow;Rent #of unit :Total rent
._...
0 .. _...__. ..1, 500 60.00',6;$ .-._-967:$._......40 x. 927 X 12; 3;$ 33,379
__...600' 60.00%;$,_...1,036 .$. ._.. 50 S 986 X 12.1..... 3,.$. ..
35,482
2 1- 80060.00%:$ 1,243 $ 60,$1,183 X 12 11;$156,182
3 1.5; 1100 60.005/6'`$ 1,436 $ 70 $1,366 X 12; 17:$278,746
_.
4. 2 1400' 60.00%.$ 1,603'$ 80 $1,523 X 12; 41$ 73,114
0 1; 400` 30.00S6 $ 484 $ 40 1$ 444�X 12' 1 $ 5,323
1 1' 600 30.00% $ 518`$ 50 $ 468 iX 12' 1 $ 5,614
2 1: 800 i 30.00.1/0 4$ 622 $ 60`$ 562 X 12; 1`$ 6,739
3. 1.5i 1000: 30.00%1$ 718 $ 70'$ 648,X 12 1'$
_7,778
4 2 1200 30.00%,$ 802 $ 80 $ 722 iX 12 0.$
L......_.... .....
Total 42 $602,357 i
7%i.. . . $560,192;
_ _
Annual Operating Expenses I Total
.. .._t ..
Insurance $ 22,000
i Utilities:(common areas)
Gas/Oil. ... $ !S000 000,,
Electric $ 10,000 ;
'Water&Sewer' $ 35,000: i
'Garbage Removal $ 16,000; ;
Cable TV $
`Repairs&Maintenance $ 26,000
Landscape Maintenance $ 15,000 ;
__.._. ._._
Replacement Reserve $ 16,800 i
:Pro erty Management
On-site $ 45,000 V
` Contracted(Off-Site} �$ 36 141 ,
Professional Services:
Resident Services $ 30,000
Case Management $
1000;
..... `
lAccounting $ 101000:
'LIHTC Compliance($40/unit) $ 1,680
Non LIHTC Monitoring($25/u:$
:Bond Compliance($10/unit) $ 420
.Office&Administration _ _
iAdvertising/Marketing&Promotion $ 500
Unit Turnover $ ;
OAHTC Annual Fee(5%of annual credit) $
PBS/PSH Unit Services $
:Taxes non-real estate $
Rea I Estate Taxes $
`Elevator Maintenance $ 2,000
Payroll Taxes $
Internet Connection Fee $ 1,200 ;
'Other:(list below) i j
_.......... $_,.. _. ..,..
!Total Annual Operatir%"penses $273,741 ;
;Net Operating Income $286,450;
I
iTotai Debt Service
Loan Amount $.. .... .. 3,800,000
Interest Rate ....... ....._..,.....__....... ._._.._.. .._._. ,
'Annual Payment $ 237,871 ' {
Cash flow after debt '$ 48,579
,
Exhibit C
Timeline and Milestone Goals*
Execute Purchase and Sale Agreement— April 2021
Submit application for 9%LIHTC- April 30th, 2021
Funding Announcement August 2021
Schematic Design Kickoff September 2021
Design Development begins November 2021
Construction Documents January 2022
Permitting June 2022
Bidding May 2022
Construction Begins October 2022
Construction Completion October 2022
Certificate of Occupancy December 2022
Lease up complete April 2023
Perm Loan Conversion July 2023
*This assumes that tax credits will be awarded in 2021. If tax credits are not awarded,the expected
timeline will shift by approximately one year so that the project can reapply for tax credits until the
project receives a tax credit reservation.
Exhibit D
Proposed Site plan
mak,
i P
3 a
Exhibit E
Forecast Sources and Uses for construction budget
,Sources
9% LIHTC $13,498,650
GHAP $400,000
Bond $1350,000
TIFF i $500,000!
;Perm Debt $3,800,000;
;Deferred Fee $1,014,677;
total $20,563,327;
`Uses
._....._...._._......_..........._..: __... . ......
;Acquisition $ 750,000
sConstruction $13,605,393
(Contingency $ 604,733
;Soft costs $ 31353,201 ;
;._........ ...._...... _...._._._.._;
IDeveloper Fee , $ 2,250,000
$20,563,327