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HomeMy WebLinkAboutItem 07 Filbert Grove CooperativeAGENDA ITEM SUMMARY SPRINGFIELD CITY COUNCIL Meeting Date: Meeting Type: Staff Contact/Dept.: Staff Phone No: Estimated Time: Council Goals: 3/6/2023 Regular Meeting Erin Fifield/DOW 541-726-2302 Consent calendar Promote and Enhance our Hometown Feel while Focusing on Livability and Environmental Quality ITEM TITLE: FILBERT GROVE COOPERATIVE FORGIVABLE LOAN CONTRACT ACTION Authorize the City Manager to negotiate and execute a forgivable loan agreement REQUESTED: and associated documents with Filbert Grove Cooperative for $445,000 for the purpose of permanent financing of the Filbert Grove Cooperative Manufactured Dwelling Park. ISSUE The 2022 Oregon Legislature allocated American Rescue Plan Act (ARPA) funding STATEMENT: to the City of Springfield, in consultation with Representative John Lively, for purpose of preserving a manufactured dwelling park. The City has determined to use the funds to provide a forgivable no -interest ten-year loan to Filbert Grove Cooperative, an Oregon manufactured dwelling park nonprofit cooperative, to assist in the Cooperative's permanent financing of the Filbert Grove real property to ensure its preservation as a manufactured dwelling park. ATTACHMENTS: 1: Filbert Grove Cooperative Forgivable Loan Contract 2: Filbert Grove Cooperative Deed of Trust 3: Filbert Grove Cooperative Promissory Note 4: Grant Agreement with Oregon Department of Administration Services DISCUSSION/ The City was directed $445,000 in legislative funding by Representative Lively FINANCIAL (through state ARPA funds) for Manufactured Home Park preservation. Those IMPACT: funds were allocated in order to assist the Filbert Grove Cooperative Manufactured Dwelling Park, n6e Patrician Mobile Home Park, in the permanent financing of becoming a resident -owned manufactured dwelling park. This contract with Filbert Grove Cooperative (Attachment 1) outlines the terms to which the City will provide the ARPA funds to Filbert Grove Cooperative: the loan will be secured by a Promissory Note and Deed of Trust (Attachments 2 and 3) placed on the property. The City's deed of trust will be subordinate to the primary financing. After 10 years, the City agrees to forgive the loan as long as the property has been continuously operating as a manufactured dwelling park. This contract with Filbert Grove Cooperative is in line with the Grant Agreement the City previously signed with Oregon Department of Administrative Services (Attachment 4), which describes how the City would use state ARPA funds to assist Filbert Grove Cooperative with permanent financing. FILBERT GROVE COOPERATIVE FORGIVABLE LOAN CONTRACT This Forgivable Loan Contract ("Contract") is made and entered into this day of , 2023 by and between the City of Springfield, an Oregon municipal corporation, hereinafter referred to as "City," and Filbert Grove Cooperative, an Oregon manufactured dwelling park nonprofit cooperative, hereinafter referred to as "Borrower." STATEMENT OF PURPOSE The 2022 Oregon Legislature allocated American Rescue Plan Act (ARPA) funding to the City of Springfield for purpose of manufactured dwelling park preservations, as reflected in the Grant Agreement from the Oregon Department of Administrative Services to the City of Springfield dated _May 2, 2022 , C3100_. The City, in consultation with Representative John Lively, has determined to use the funds to provide a forgivable no -interest ten (10) year loan to Borrower to assist in the Cooperative's permanent financing of the F'Aprt Grove real property to ensure its preservation as a manufactured dwelling park. The purpose of Contract is as set forth the terms under which the City funds will be provided to Borrower. NOW, THEREFORE, in consideration of the promises 1. References to "City." References to officers, agents, and employees of the City. 2. Purpose of Loan Funding. Borro� permanent financing for the purchase of Springfield, Oregon, Map and arm particularly described below manufactured home park. for Borrower's refinancina of Oregon Affordable recorded at Lanel The Property is mo reed as follows: the City of Springfield and the rpreserving the loan funding to obtain ty located at 3530 Game Farm Road, -40-03100 ("Property"), as more operation of the Property as a ant to this Contract shall be used only an Aareement between Borrower and the Network for J by the Deed of Trust dated July 15, 2021 and s as record number 2021-046928. BEGINNING AT A POINT ON TRWRTH LINE OF THE WILLIAM M. STEVENS DONATION LAND CLAIM Na. 46, IN TOWNSHIP 17 SOUTH, RANGE 3 WEST OF THE WILLAMETTE MERIDIAN, 709 FEET SOUTH 89° 55' EAST OF THE INTERSECTION OF THE NORTH LINE OF SAID CLAIM WITH THE CENTER OF THE MAIN TRACT OF THE OREGONIAN RAILROAD, SAID POINT OF INTERSECTION BEING, ACCORDING TO OLD COUNTY SURVEYS, SOUTH 89° 55' EAST 383.8 FEET FROM THE NORTHWEST CORNER OF SAID CLAIM; AND RUNNING THENCE SOUTH 890 55' EAST ALONG THE NORTH LINE OF THE CLAIM 879.8 FEET, THENCE SOUTH 60 15- EAST 238.3 FEET, THENCE SOUTH 89° 44' EAST 614.4 FEET TO THE CENTER OF THE COUNTY ROAD, THENCE SOUTH 330 34' EAST 246 FEET, THENCE SOUTH 4° 18' EAST 48.9 FEET, THENCE NORTH 89° 44' WEST 1605 FEET, THENCE NORTH 60 15' WEST 488.6 FEET TO THE POINT OF BEGINNING, BEING IN SAID WILLIAM M. STEVENS DONATION LAND CLAIM, IN LANE COUNTY, OREGON. EXCEPT THE PORTION CONVEYED TO THE CITY OF SPRINGFIELD, TO BE USED AS A PUBLIC ROAD, IN THE BARGAIN AND SALE DEED RECORDED SEPTEMBER 29, 1982, RECEPTION NO, 82-29288, OFFICIAL RECORDS, IN LANE COUNTY, OREGON. ALSO EXCEPT THE PORTION CONVEYED TO THE CITY OF SPRINGFIELD, TO BE USED AS A PUBLIC ROAD, IN THE BARGAIN AND SALE DEED RECORDED MAY 19, 2065, RECEPTION NO. 2005-036716, OFFICIAL RECORDS IN LANE COUNTY, OREGON. 3. City Agreement to Fund Loan. Subject to, and conditioned upon, Borrower's compliance with the terms of this Contract, City agrees to provide Borrower a no -interest loan in an amount not to exceed $445,000.00. (00024386:3; Page 1 of 4 Attachment 1 Page 1 of 4 • This loan shall be secured by a Promissory Note and Deed of Trust placed on the property to be acquired. City agrees to subordinate its secured position on the property to other financing obtained by Borrower for the purpose of refinancing the Term Loan Agreement on the following terms and conditions: a) All financing must be used to refinance the Term Loan Agreement. b) City shall not be required to execute any subordination agreement which may not be reasonably expected to add value to the property in question that is proportionate to the amount of the subordination. c) City has the right to evaluate and approve any subordination to ensure compliance with these terms. • Title insurance will be required. • The costs of a title search, title insurance, and credit reports, and recording City's security interest against the property are considered eligible project expenses and shall be paid by the loan proceeds. • City will be responsible for reconveyance costs. • Borrower authorizes City to provide informationco Hing Borrower's credit relationship to credit reporting agencies or other creditors. 4. Forgiveness of Loan City agrees to forgive the loan principal and ac years from the date that this loan document is assigns are in strict compliance with all of the fol • Borrower continuously operates tl does not issue any notice for the clos oil] . - Borrower is in su Borrower's Bylaws, state and local laws. • City has ex and may con sup If cannot provide pq and payable in full if, byWre date that is ten (10) by both parties, borrowers or their conditions: Ms a manufactured dwelling park, and ufactured home park under ORS all applicable landlord obligations under ce Lease, together with all applicable federal I%Lo determine borrower's compliance with these conditions gJ1Ws and consider such evidence as it deems applicable. or otherwise conveys the Property to any other party, or Hance as outlined above, loan will become immediately due 5. Funding. City's obligations hereunder are expressly made subject to the availability of uncommitted funds on all dates anticipated for City payment. If funds are not available on the anticipated date, but are expected in the future, City funding may be deferred until funds become available. 6. Disbursement of Loan Proceeds. One hundred percent (100%) of the Loan Proceeds will be paid to Borrower via escrow at Borrower's closing of the refinance of the Property. 7. Repayment Terms. The principal amount and accrued interest are fully due and payable ten (10) years from the date that this loan document is fully executed by both parties unless forgiven as outlined in section 4 above. 8. Consequences of Unauthorized Expenditure by Borrower. In the event that Borrower expends any loan funds for a purpose outside of, or beyond that, set forth in this Contract, City may withhold any future loan funding and Borrower shall be immediately obligated to repay City (000243863, Page 2 of 4 Attachment 1 Page 2 of 4 all loan funds which have been expended for a purpose outside or beyond that set forth in this Contract. Expenditures shall be subject to inspection annually by City auditors. 9. Breach of this Contract. If Borrower commits any material breach of this Contract which is not cured, or Borrower does not begin curing, within 10 days advanced written notice of breach from the City, all sums loaned or granted by the City shall then be immediately repaid to City by Borrower. 10. Borrower's Responsibilities. It is Borrower's responsibility to obtain all necessary regulatory reviews and approvals for any future improvements to the Property, including but not limited to land -use review, historic review, and requisite permits. The project must remain in compliance with all regulatory bodies and approval agencies. It will be Borrower's responsibility to resolve any regulatory issues. 11. Attorney's Fees. Should suit or action be filed to enforce this Contract or seek damages for its breach, the prevailing party shall be entitled to an ayof its reasonable attorney fees including those incurred upon appeal. 12. Indemnification and Regulatory Compliance. comply with, all requirements of law including, bu federal, state, and local regulations and hereby harmless City, from any claim, demand, or dam in loan funds from City to Borrower and/or any us Borrower's actions in connection with thy. ct. it any use of City funds. be responsible, and shall It limited to4,%,mpliance with all applicable nan and agr to indemnify and hold r ting in any manner from the extension City funds by Borrower, this Contract, g its agents and assignees, and from 13. Prevailing Wages. Borr d its contractors shall comply with ORS 279C.840 requiring Borrower and its s ntra rs to y workers on the project the prevailing rate of wage as established by the go abor and Industries unless exempt therefrom. Borrower will be responsible pliance nd reporting under the Oregon Prevailing Wage Law and its implem s, 279C.800 et. seq. Borrower will hold the City harmless for all costs, fees an nalties m e incurred, and for all reports, fines and/or litigation costs, including r nable att ey fees, that may result from Borrower's application of the Oregon Prevailing Law he project. 14. Borrower's obliaat s hereunder are not assignable without Citv permission. The obligations of Borrower hereunder and under any accompanying loan or personal obligations of Borrower are not assignable or transferable without written consent of City. 15. Interest. In the event Borrower breaches any term of this Contract or any accompanying companion contract between Borrower and City, Borrower's obligation shall bear interest at the rate of nine percent (9%) per annum. 16. Tax Consequences. City makes no representations concerning the tax consequences to the recipient of any agency grant or loan. Any questions in this regard should be resolved by the recipient with his/her own tax professional. 17. Legal Representation. This Contract was prepared by City. Borrower has had the opportunity to have this Contract reviewed by its own legal counsel prior to its execution. In light of the participation of both parties in the drafting of this instrument, the customary rule of contract construction which resolves ambiguity against the drafter shall not apply. (00024386:3; Page 3 of 4 Attachment 1 Page 3 of 4 18. Venue. Venue for litigation concerning this Contract shall rest exclusively with the court of the State of Oregon for Linn County. 19. Force Majeure. If Borrower is delayed by reason of weather, fire, strikes, Acts of God, or other circumstances beyond Borrower's reasonable control, Borrower shall be entitled to additional time to complete this project equal to that lost by any or all of the above causes. 20. Obligations Binding on Trusts, Successors and assigns. The obligations of Borrower shall be binding upon Borrower, Borrower's successors and assigns, Borrower's estate, any trusts in which Borrower is a trustor or beneficiary, and any other entity or instrument owned or controlled by Borrower. CITY OF SPRINGFIELD: FILBERT GROVE COOPERATIVE: By: Name: Nancy Newton Title: City Manager Date: t00024386:3) Page 4 of 4 Attachment 1 Page 4 of 4 GRANTOR: Property Owner Filbert Grove Cooperative 3530 E Game Farm Road Springfield, OR 97477 BENEFICIARY: City of Springfield City Manager's Office 225 Fifth Street Springfield, OR 97477 TRUSTEE: City of Springfield City Attorney's Office 225 Fifth Street Springfield, OR 97477 RETURN AFTER RECORDING TO: City of Springfield City Attorney's Office 225 Fifth Street Springfield, OR 97477 DEED OF TRUST DEED OF TRUST SPACE ABOVE THIS LINE IS FOR RECORDER'S USE ONLY THIS DEED OF TRUST is dated 08/ /2022, among Filbert Grove Cooperative, whose address is 3530 E Game Farm Road, Springfield, OR 97477 ("Grantor" and "Borrower"); City of Springfield, whose address is City Manager's Office, 225 Fifth Street, Springfield, OR 97477 (referred to below sometimes as "Lender" and sometimes as "Beneficiary"); and City of Springfield, City Attorney's Office, 225 Fifth Street, Springfield, OR 97477 (referred to below as "Trustee"). CONVEYANCE AND GRANT. For valuable consideration, represented in the Filbert Cooperative Forgivable Loan Contract and the Promissory Note dated 2022, in the original principal amo f that if not sooner paid or forgiven is due and payable in full on -,20 from Gran Len rantor conveys to Trustee for the benefit of Lender as Beneficiary all of Grantor's right, title, and interest in and to the followin cribed real rty, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights -o and appurten all water, water rights, and ditch rights (including stock in utilities with ditch or irrigation rights); and all other rights, roy and pr 'ts relating to a real property, including without limitation all minerals, oil, gas, geothermal and similar matters, (the "Real Property") lo c in L ounty, State of Oregon: BEGINNING AT A POINT ON THE NORTH LINE OF THE WILLIAM M. ST DONATION LAND CLAIM NO. 46, IN TOWNSHIP 17 SOUTH, RANGE 3 WEST OF THE WILLAMETTE 'ERIDIAN, 7 ET SOU ° 55' EAST OF THE INTERSECTION OF THE NORTH LINE OF SAID CLAIM WITH THE CENTER OF THE MAIN TR EOR IAN RAILROAD, SAID POINT OF INTERSECTION BEING, ACCORDING TO OLD COUNTY SURVEYS, SOUTH 8 5' 3.8 ET FROM THE NORTHWEST CORNER OF SAID CLAIM; AND RUNNING THENCE SOUTH 89° 55' EAST ALONG OF THE CLAIM 879.8 FEET, THENCE SOUTH 6° 15' EAST 238.3 FEET, THENCE SOUTH 89° 44' EAST FEET CENT R OF THE COUNTY ROAD, THENCE SOUTH 33° 34' EAST 246 FEET, THENCE SOUTH 4° 18' EAST 4§0FEM&THEN ORTH 89° 44' WEST 1605 FEET, THENCE NORTH 6° 15' WEST 488.6 FEET TO THE POINT OF BEGINNING, WWG IN BID Wil L M M. STEVENS DONATION LAND CLAIM, IN LANE COUNTY, OREGON. EXCEPT THE PORTION CONVEYED TO THE Cl RINGFIECD, TO BE USED AS A PUBLIC ROAD, IN THE BARGAIN AND SALE DEED RECORDED SEPTEMBER 29 C N NO. 82-29288, OFFICIAL RECORDS, IN LANE COUNTY, OREGON. ALSO EXCEPT THE PORTION CONVEYE T O INGFIELD, TO BE USED AS A PUBLIC ROAD, IN THE BARGAIN AND SALE DEED RECORDED MAY 19,200 CEPTION 200 6716, OFFICIAL RECORDS IN LANE COUNTY, OREGON. The Real Property address is commoNthe 3 Game Farm Road, Springfield, OR 97477. The map identification and tax lot number is 17-03-15-40-03100. The Promissory Note, this Trust Deed, aGrove Cooperative Forgivable Loan Contract ("Forgivable Loan") evidence the obligations of the Filbert Grove Cooperative to the City ofThis Trust Deed is given to secure those obligations and concerns the Real Property, address is commonly known as 3530 Game Farm Road, Springfield, OR 97477, the Map Identification and Tax Lot No. is known as 17-03-15-40-03100. A breach of any term of any of the above referenced notes, contracts, or trust deeds shall constitute a breach of all entitling ARA to all remedies cumulatively available in all instruments. Subject to the right, title and interest granted to senior lenders, Grantor presently assigns to Lender (also known as Beneficiary in this Deed of Trust) all of Grantor's right, title, and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Grantor grants to Lender a Uniform Commercial Code security interest in the Personal Property and Rents, subject to the interests of senior lenders.. THIS DEED OF TRUST, INCLUDING THE ASSIGNMENT OF RENTS AND THE SECURITY INTEREST IN THE RENTS AND PERSONAL PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF ANY AND ALL OBLIGATIONS UNDER THE GRANT NOTE AND THE ARA CONTRACT NOTE (HEREINAFTER COLLECTIVELY, THE "NOTES"), THE RELATED DOCUMENTS, AND THIS DEED OF TRUST. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS: PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due and shall strictly and in a timely manner perform all of Grantor's obligations under the Notes, this Deed of Trust, and the Related Documents. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: Possession and Use. Until the occurrence of an Event of Default, Grantor may (1) remain in possession and control of the Property; (2) use, operate or manage the Property; and (3) collect the Rents from the Property. The following provisions relate to the use of the Property or to other limitations on the Property. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS DOCUMENT TO BE IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. Duty to Maintain. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. Compliance with Environmental Laws. Grantor represents and warrants to Lender that: (1) During the period of Grantor's ownership of the Property, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has no knowledge of, or reason to believe that there has been, except as previously disclosed to and acknowledged by Lender in writing, (a) any breach or violation of any Environmental Laws, (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Property by any prior owners or occupants of the Property, or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters; and (00024399:1} Page I of 7 Attachment 2 Page 1 of 7 DEED OF TRUST (Continued) (3) Except as previously disclosed to and acknowledged by Lender in writing, (a) neither Grantor nor any tenant, contractor, agent or other authorized user of the Property shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from the property; and (b) any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations and ordinances, including without limitation all Environmental Laws. Grantor authorizes Lender and its agents to enter upon the Property to make such inspections and tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shall be for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Grantor or to any other person. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Property for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any such laws; and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Deed of Trust or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release occurring prior to Grantor's ownership or interest in the Property, whether or not the same was or should have been known to Grantor. The provisions of this section of the Deed of Trust, including the obligation to indemnify, shall survive the payment of the Indebtedness and the satisfaction and reconveyance of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property, whether by foreclosure or otherwise. Nuisance, Waste. Grantor shall not cause, conduct, or permit any nuisance, nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Without limiting the generality of the foregoing, Grantor will not remove, or grant to any other party to right to remove, any timber, minerals (including oil and gas), coal, clay, scoria, soil, gravel or rock products without Lender's prior written consent. Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without Lender's prior written consent. As a condition to the removal of any Improvements, Lender may require Grantor to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Compliance with Governmental Requirements. Grantor shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property, including without limitation, the Americans with Disabilities Act. Grantor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Property are not jeopardized. Lender may require Grantor to post adequate security or sure nd, reasonably satisfactory to Lender, to protect Lender's interest. Duty to Protect. Grantor agrees neither to abandon nor leave unattended the Prope r shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are re o bly ne ry to protect and preserve the Property. DUE ON SALE — CONSENT BY LENDER. Lender may, at Lender's option, de immediately due ayable all sums secured by this Deed of Trust upon the sale or transfer, without Lender's prior written consent, of all or a rt of th,&Real Propert , r any interest in the Real Property. A "sale or transfer' means the conveyance of Real Property or any right, title or in in roperty; whether legal, beneficial or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, tract, contract for deed, leasehold interest with term greater than three (3) years, lease -option contract, or by sale, assignment, or transfer of a neficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of an interest in the operty, p d however, entering into space leases with members in the normal course of business shall not be deemed a "sale or transfer". ntor is rporation, partnership or limited liability company (LLC), transfer also includes any change in ownership of more than twenty- pe °U the voting stock, partnership interests or limited liability company interests, as the case may be, of such Grantor. However, this o I n exercised by Lender if such exercise is prohibited by federal law or by Oregon law. TAXES AND LIENS. The following provisions relatin a taxe d liens the Property are part of this Deed of Trust: Payment. Grantor shall pay when due (and in a nt ncy) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on nt of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the PdJ101hiran all maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, ex or the f to d assessments not due and except as otherwise provided in this Deed of Trust. Right to Contest. Grantor may old payment IWny tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender's interest in ro-ii s jeopardized. If a lien arises or is filed as a result of nonpayment, Grantor shall within fifteen (15) days after the lien arises or, if a li filed, fifteen (15) days after Grantor has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lende sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and alto fees, or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Grantor shall defend itself and Lende shall satisfy any adverse judgment before enforcement against the Property. Grantor shall name Lender as an additional obligee under and surety bond furnished in the contest proceedings. Evidence of Payment. Grantor shall provide to Lender, upon request, satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust: Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor shall also procure and maintain comprehensive general liability insurance in such coverage amounts as Lender may request with Trustee and Lender being named as additional insureds in such liability insurance policies. Additionally, Grantor shall maintain such other insurance, including but not limited to hazard, business interruption, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least fifteen (15) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property be located in an area designated by the Director of the Federal Emergency Management Agency as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance, if available, within 45 days after notice is given by Lender that the Property is located in a special flood hazard area, for the full unpaid principal balance of the loan and any prior liens on the property securing the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain ALL insurance for the term of the loan. Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's election, receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of Trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair of restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear. {00024399:1} Page 2 of 7 Attachment 2 Page 2 of 7 DEED OF TRUST (Continued) Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (1) the name of insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured, the then current replacement value of such property, and the manner of determining that value; and (5) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Property or if Grantor fails to comply with any provision of this Deed of Trust or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Deed of Trust or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Property and paying all costs for insuring, maintaining and preserving the Property. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor, All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Deed of Trust also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. WARRANTY; DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Deed of Trust: Title. Grantor warrants that: (a) Grantor holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth in the Real Property description or in any title insurance policy title report, or final title opinion issued in favor of, and accepted by, Lender in connection with this Deed of Trust, and (b) Grantor has the full right, power, and authority to execute and deliver this Deed of Trust to Lender. Defense of Title. Subject to the exception in the paragraph above, Grantor warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Grantor's title or the interest of Trustee or Lender under this Deed of Trust, Grantor shall defend the action at Grantor's expense. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender's own choice, and Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation. Compliance With Laws. Grantor warrants that the Property and ordinances, and regulations of governmental authorities. Survival of Representations and Warranties. All representations, warranties, and survive the execution and delivery of this Deed of Trust, shall be continuing in natu� Grantor's Indebtedness shall be paid in full. 1,& CONDEMNATION. The following provisions relating to condemnation proceedings a Proceedings. If any proceeding in condemnation is filed, Grantor shall steps as may be necessary to defend the action and obtain the award. Gran entitled to participate in the proceeding and to be represented in the proceedi be delivered to Lender such instruments and documentation as niddIbiLrequeE Application of Net Proceeds. If all or any part of the Property is d lieu of condemnation, Lender may at its election, and subject to the the award be applied to the Indebtedness or the rep torah payment of all reasonable costs, expenses, and attojWs fMainCL IMPOSITION OF TAXES, FEES, AND CHARGES BY and charges are a part of this Deed of Trust: Current Taxes, Fees, and Charges. whatever other action is requested taxes, as described below, toget all taxes, fees, documentary stam Taxes. The following shall constitute t to the Indebtedness secured by this Deed o the Indebtedness secured by this type of D Note; and (4) a specific tax on all or any portio complies with all existing applicable laws, is made by Grantor in this Deed of Trust shall remain in full force and effect until such time as y Lender in writing, and Grantor shall promptly take such the nominal party in such proceeding, but Lender shall be nsel of its own choice, and Grantor will deliver or cause to ider from time to time to permit such participation. mutt domain proceedings or by any proceeding or purchase in ny r lender, require that all or any portion of the net proceeds of e Property. The net proceeds of the award shall mean the award after Trustee or Lender in connection with the condemnation. The following provisions relating to governmental taxes, fees, nder, Grantor shall execute such documents in addition to this Deed of Trust and take continue Lender's lien on the Real Property. Grantor shall reimburse Lender for all icu in recording, perfecting or continuing this Deed of Trust, including without limitation for recording or registering this Deed of Trust. ,hi is section applies: (1) a specific tax upon this type of Deed of Trust or upon all or any part of a specific tax on Grantor which Grantor is authorized or required to deduct from payments on Trust; (3) a tax on this type of Deed of Trust chargeable against the Lender or the holder of the of the Indebtedness or on payments of principal and interest made by Grantor. Subsequent Taxes. If any tax to which this section applies is enacted subsequent to the date of this Deed of Trust, this event shall have the same effect as an Event of Default, and Lender may exercise any or all of its available remedies for an Event of Default as provided below unless Grantor either (1) pays the tax before it becomes delinquent, or (2) contests the tax as provided above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate surety bond or other security satisfactory to Lender. SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Deed of Trust as a security agreement are a part of this Deed of Trust: Security Agreement. This instrument shall constitute a Security Agreement to the extent any of the Property constitutes fixtures, and Lender shall have all of the rights of a secured party under the Uniform Commercial Code as amended from time to time. Security Interest. Upon request by Lender, Grantor shall take whatever action is requested by Lender to perfect and continue Lender's security interest in the Rents and Personal Property. In addition to recording this Deed of Trust in the real property records, Lender may, at any time and without further authorization from Grantor, file executed counterparts, copies or reproductions of this Deed of Trust as a financing statement. Grantor shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Grantor shall not remove, sever or detach the Personal Property from the Property. Upon default, Grantor shall assemble any Personal Property not affixed to the Property in a manner and at a place reasonably convenient to Grantor and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender to the extent permitted by applicable law. Addresses. The mailing addresses of Grantor (debtor) and Lender (secured party) from which information concerning the security interest granted by this Deed of Trust may be obtained (each as required by the Uniform Commercial Code) are as stated on the first page of this Deed of Trust. FURTHER ASSURANCES; ATTORNEY-IN-FACT. The following provisions relating to further assurances and attorney-in-fact are a part of this Deed of Trust: Further Assurances. At any time, and from time to time, upon request of Lender, Grantor will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender's designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's obligations under the Note, this Deed of Trust, and the Related Documents, and (2) the liens and security interests created by this Deed of Trust as first and prior liens on the Property, whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to 100024399:11 Page 3 of 7 Attachment 2 Page 3 of 7 DEED OF TRUST (Continued) the contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph. Attorney -in -Fact. If Grantor fails to do any of the things referred to in the preceding paragraph, Lender may do so for and in the name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for the purpose of making, executing, delivering, filing, recording, and doing all other things as may be necessary or desirable, in Lender's sole opinion, to accomplish the matters referred to in the preceding paragraph. FULL PERFORMANCE. If Grantor pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Grantor under this Deed of Trust, Lender shall execute and deliver to Trustee a request for full reconveyance and shall execute and deliver to Grantor suitable statements of termination of any financing statement on file evidencing Lender's security interest in the Rents and the Personal Property. All reconveyance fees shall be paid to Lender by Grantor. EVENTS OF DEFAULT. Each of the following, at Lender's option, shall constitute an Event of Default under this Deed of Trust: Payment Default. Grantor fails to make any payment when due under the Indebtedness, in accordance with the Note or Related Documents. Other Defaults. Grantor fails to comply with or to perform any other term, obligation, covenant, or condition contained in this Deed of Trust or in any of the Related Documents, or to comply with or to perform any term, obligation, covenant, or condition contained in any other agreement between Lender and Grantor. Compliance Default. Failure to comply with any other term, obligation, covenant or condition contained in this Deed of Trust, the Note, or in any of the Related Documents. Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent filing of or to effect discharge of any lien. Default in Favor of Third Parties. Should Grantor default under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Grantor's property or Grantor's ability to repay the Indebtedness or perform their respective obligations under this Deed of Trust or any of the Related Documents. False Statements. Any warranty, representation, or statement made or furnished to Lende Trust or the Related Documents is false or misleading in any material respect, either no misleading at any time thereafter. Defective Collateralization. This Deed of Trust or any of the Related Docum collateral document to create a valid and perfected security interest or lien) at an; Insolvency. The dissolution or termination of Grantor's existence as a any part of Grantor's property, any assignment for the benefit of credit under any bankruptcy or insolvency laws by or against Grantor. Creditor or Forfeiture Proceedings. Commencement of f repossession or any other method, by any creditor of Grantor or includes a garnishment of any of Grantor's accounts, including d is a good faith dispute by Grantor as to the validity or reasonab Grantor gives Lender written notice of the creditor orIginwe forfeiture proceeding, in an amount determined by L r, i Breach of Other Agreement. Any breach by within any grace period provided therein, inclu Lender, whether existing now or later. _ Adverse Change. A material Indebtedness is impaired. Insecurity. Lender in good faith 3rantor or on Grantor's behalf under this Deed of the time made or furnished or becomes false or n full force and effect (including failure of any IvencyV Grantor, the appointment of a receiver for workout, or the commencement of any proceeding it forproceedings, whether by judicial proceeding, self-help, WmentaAftncy against any property securing the Indebtedness. This L der. However, this Event of Default shall not apply if there cla ich is the basis of the creditor or forfeiture proceeding and if and deposits with Lender monies or a surety bond for the creditor or m, as being an adequate reserve or bond for the dispute. rany other agreement between Grantor and Lender that is not remedied agreement concerning any indebtedness or other obligation of Grantor to I condition, or Lender believes the prospect of payment or performance of the Right to Cure. If any default, other than AWult in payment is curable and if Grantor has not been given a notice of a breach of the same provision of this Deed of Trust within the pre eding twelve (12) months, it may be cured if Grantor, after receiving written notice from Lender demanding cure of such default: (1) cures the default within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Deed of Trust, at any time thereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Election of Remedies. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. If this Deed of Trust is foreclosed by judicial foreclosure, Lender will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for the amount of the unpaid balance of the judgment. UCC Remedies. With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the Uniform Commercial Code. Collect Rents. Lender shall have the right, without notice to Grantor to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or other user of the Property to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for which the payments are made, whether or not any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 100024399:11 Page 4 of 7 Attachment 2 Page 4 of 7 DEED OF TRUST (Continued) Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender. Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Personal Property or of the time after which any private sale or other intended disposition of the Personal Property is to be made. Reasonable notice shall mean notice given at least fifteen (15) days before the time of the sale or disposition. Any sale of the Personal Property may be made in conjunction with any sale of the Real Property. Sale of the Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys' fees at trial and upon any appeal. Whether or not any court action is involved, and to the extent not prohibited by law, all reasonable expenses Lender incurs that in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit, including attorneys' fees and expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post -judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, and appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this section. POWERS AND OBLIGATIONS OF TRUSTEE. The following provisions relating to the powers and obligations of Trustee are part of this Deed of Trust: Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creatingary�striction on the Real Property; and (c) join in any other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. J Obligations to Notify. Trustee shall not be obligated to notify any other party of a pendi WIOWer any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless the action or prgpdWing is BWht by Trustee. Trustee. Trustee shall meet all qualifications required for Trustee under applic&fflFaw. In addition to rights and remedies set forth above, with respect to all or any part of the Property, the Trustee shall have the right to foreAV by not' and sale, a Lender shal I have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provi apjle law. Successor Trustee. Lender, at Lender's option, may from time to time appoint a SN&Sor Trustee to any Trustee appointed under the Deed of Trust by an instrument executed and acknowledged by Lender and record e Offic0e o ecorder, County of Lane, State of Oregon. The instrument shall contain, in addition to all other matters required by State law, the origin der, Trustee, and Grantor, the book and page where this Deed of Trust is recorded, and the name and address of the Successo uste in rument shall be executed and acknowledged by Lender or its successors in interest. The Successor Trustee, without conveyance e e all succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. Th re re fo itution of Trustee shall govern to the exclusion of all other provisions for substitution. NOTICES. Any notice required to be given under this a in writing, and shall be effective when actually delivered, nationally recognized overnight courier, or, if mailed when directed to the addresses shown near the begi s over this Deed of Trust shall be sent to L<byer ddre under this Deed of Trust by giving formanotice to notice purposes, Grantor agrees to keepnformed < more than one Grantor, any notice given to any i ASSOCIATED FEES. of Tr ing Mhout limitation any notice of default and any notice of sale shall be given Dy telefacsimile (unless otherwise required by law), when deposited with a ed in the United States mail, as first class, certified, or registered mail, postage prepaid, f Trust. All copies of notices of foreclosure from the holder of any lien which has priority sh ear the beginning of this Deed of Trust. Any party may change its address for notices Lothe rties, specifying that the purpose of the notice is to change the party's address. For times of Grantor's current address. Unless otherwise provided or required by law, if there is for is deemed to be notice given to all Grantors. BORROWER IS REQUIRED TO PAY LENDER FOR RLL FEES ASSOCIATED WITH OBTAINING A ARA LOAN FROM THE LOAN PROCEEDS, WHICH INCLUDES CREDIT REPORTS, TITLE SEARCH, TITLE INSURANCE, RECORDING COSTS, AND RECONVEYANCE COSTS. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. Annual Reports. If the Property is used for purposes other than Grantor's residence, Grantor shall furnish to Lender, upon request, a certified statement of net operating income received from the Property during Grantor's previous fiscal year in such form and detail as Lender shall require. "Net operating income" shall mean all cash receipts from the Property less all cash expenditures made in connection with the operation of the Property. Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. Governing Law. This Deed of Trust will be governed by, construed, and enforced in accordance with federal law and the laws of the State of Oregon. This Deed of Trust has been accepted by Lender in the State of Oregon. Choice of Venue. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Lane County, State of Oregon. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Deed of Trust shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Deed of Trust. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall (00024399:1} Page 5 of 7 Attachment 2 Page 5 of 7 DEED OF TRUST (Continued) be considered modified so that it becomes legal, valid, and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Deed of Trust. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Deed of Trust shall not affect the legality, validity, or enforceability of any other provision of this Deed of Trust. Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. Time is of the Essence. Time is of the essence in the performance of this Deed of Trust. Waive Jury. All parties to this Deed of Trust hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and benefits of the homestead exemption laws of the State of Oregon as to all Indebtedness secured by this Deed of Trust. Commercial Deed of Trust. Grantor agrees with Lender that this Deed of Trust is a commercial deed of trust and that Grantor will not change the use of the Property without Lender's prior written consent. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Deed of Trust. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code: Beneficiary. The word "Beneficiary" means the City of Springfield, and its successors and assigns. Borrower. The word "Borrower" means Filbert Grove Cooperative and includes all co-signers and co -makers signing the Note. Deed of Trust. The words "Deed of Trust" mean this Deed of Trust among Grantor, Lender, and Trustee, and includes without limitation all assignment and security interest provisions relating to the Personal Property and Rents. Default. The word "Default" means the Default set forth in this Deed of Trust in the section title ault." Environmental Laws. The words "Environmental Laws" mean any and all state, federal o tatutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Compr ive En mental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfu mendments eauthorization Act of 1986, Pub. L. No. 99 499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 18 seq., the Resou onservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulati dopt ed rsuant there or intended to protect human health or the environment. Event of Default. The words "Event of Default" mean any of the events of default s h in this Deed of Trust in the Events of Default section of this Deed of Trust. Grantor. The word "Grantor' means Filbert Grove Cooperative. Guaranty. The word "Guaranty" means the guaranty from or, en surety, or accommodation party to Lender, including without limitation a guaranty of all or part of the Note. Hazardous Substances. The words "Hazardous tances" ateri that, because of their quantity, concentration, or physical, chemical or infectious characteristics, may cause or pose a prese p human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported, or of e handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazard su ces, materials, or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, w Iimita etr including crude oil, and any fraction thereof, and asbestos. Improvements. The word "Improve " means all sting and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacemen d other co uction on the Real Property. Indebtedness. The word "Indebtedness" me cipal, interest, and other amounts, costs, and expenses payable under the Note or Related Documents, together with all renewals of, exten of, modifications of, consolidations of, and substitutions for the Note or Related Documents and any amounts expended or advanced by Lender to discharge Grantor's obligations or expenses incurred by Trustee or Lender to enforce Grantor's obligations under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. Lender. The word "Lender" means City of Springfield, its successors and assigns. Note. The word "Note" means the Promissory Note dated 2022, in the original principal amount of $ from Grantor to Lender, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the promissory note or agreement. The maturity date of the Note is Personal Property. The words "Personal Property" mean all equipment, fixtures, and other articles of personal property now or hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together with all accessions, parts, and additions to, all replacements of, and all substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property. Property. The word "Property" means collectively the Real Property and the Personal Property. Real Property. The words "Real Property" mean the real property, interests and rights, as further described in this Deed of Trust. Related Documents. The words "Related Documents" mean all promissory notes, credit agreements, loan contracts or agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements, and documents, whether now or hereafter existing, executed in connection with the Indebtedness. Rents. The word "Rents" means all present and future rents, revenues, income, issues, royalties, profits, and other benefits derived from the Property. Trustee. The word "Trustee" means the City of Springfield City Attorney's Office, 225 Fifth Street, Springfield, OR and any substitute or Successor Trustees. 100024399:11 Page 6 of 7 Attachment 2 Page 6 of 7 DEED OF TRUST (Continued) GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND GRANTOR AGREES TO ITS TERMS AND CONDITIONS. GRANTOR: FILBERT GROVE COOPERATIVE By: Property Owner By: Business Owner Title: STATE OF OREGON COUNTY OF LANE By: Title: CORPORATE ACKNOWLEDGEMENT This instrument was acknowledged before me on this day of as of of and acknowledged that they executed the same. Personally Secured: Business Owner By: Business Owner STATE OF OREGON COUNTY OF LANE On this day of and acknowledged that they er 20 by and by as _ the person(s) whose name(s) are subscribed to this instrument, Notary Public My Commio By: NT dime, the undersigned Notary Public, personally appeared to be the person(s) whose name(s) are subscribed to this instrument, and Notary Public of Oregon My Commission Expires: REQUEST FOR FULL RECONVEYANCE (To be used only when obligations have been paid in full) To: City of Springfield, City Attorney's Office, Trustee The undersigned is the legal owner and holder of all indebtedness secured by this Deed of Trust. All sums secured by this Deed of Trust have been fully paid and satisfied. You are hereby directed, upon payment to you of any sums owning to you under the terms of this Deed of Trust or pursuant to any applicable statute, to cancel the Note secured by this Deed of Trust (which is delivered to you together with this Deed of Trust), and to reconvey, without warranty, to the parties designated by the terms of this Deed of Trust, the estate now held by you under this Deed of Trust. Please mail the reconveyance and Related Documents to: Grantor/Borrower Date: Beneficiary/Lender: By: {00024399:1} Page 7 of 7 Attachment 2 Page 7 of 7 PROMISSORY NOTE $445,000 Date: _/_/2022 Springfield, Oregon For value received, the undersigned ("Borrower"), promises to pay the City of Springfield, or to another person and at another place that the holder of this Note may designate ("Lender"), the principal sum of four hundred and forty-five thousand dollars ($445,000), or as much as may be advanced under this Note if the conditions of the Filbert Grove Cooperative Forgivable Loan Contract are not met. 1. No Interest. The outstanding principal balance will bear at a rate of zero percent per annum ("Interest Rate") from the date of this Note. 2. Payments. If the conditions of the Filbert Grove Cooperative Forgivable Loan Contract are not met, the loan becomes immediately due and payable in full. Borrower's payment of loan in full will become immediately due and payable i full if borrower does not satisfy the terms outlined in with the Filbert Grove Cooperative ivable Loan Contract, balance will include the principal. Unless otherwise agreed &ired by applicable law, payments will be applied first to principal; then to any unp ' o on costs or loan administrative fees. Borrower will pay Lender at Lende ' ddress wn above or at such other place as Lender may designate in writing. 3. Prepayments. Borrower has the n o pa #is Note, in whole or in part, at any time with no penalties. Early payments will not relie wer of Borrower's obligation to continue to make payments under the paym nt sched Early payments will reduce the principal balance due. Borrower agrees no Len ayments marked "paid in full," "without recourse," or similar language. If Bo we a payment, Lender may accept it without losing any of Lender's rights u er thi an orrower will remain obligated to pay any further amount owed to Lende 4. Default and Acc atio Each the following shall constitute an event of default ("Event of Default") un is Payment Default. Borro s to ma e any payment when due under this Note. Other Defaults. f o comply with or to perform any other term, obligation, covenant or condition taine his to or in any of the related documents or to comply with or to perform an m, obliga n, covenant or condition contained in any other agreement between Lender and B er. Default in Favor i rties. Borrower or any Grantor defaults under any loan, extension of credit, security ement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, {00024385:1} Attachment 3 Page 1 of 4 with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation party of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by the Note. In the event of a death, Lender, at its option, may, but shall not be required to, permit the guarantor's estate to assume unconditionally the obligations arising under the guaranty in a manner satisfactory to Lender, and, in doing so, cure any Event of Default. Change in Ownership. Any change in ownership of twenty-five (25) percent or more of the common stock of Borrower. Adverse Change. A material adverse change occurs i rrower's financial condition, or Lender believes the prospect of payment or performance s Note is impaired. Insecurity. Lender in good faith believes itself ins e. Cure Provisions. If any default, other than a d t in pa t is curable and if Borrower has not been given a notice of a breach of same provisi f this Note within the preceding twelve (12) months, it may be cured if B wer, r receiving written notice from Lender demanding cure of such default: (1) cures th t within fifteen (15) days; or (2) if the cure requires more than fifteen (15) days, im ediately tes steps which Lender deems in Lender's sole discretion to be sufficient to c efau d thereafter continues and completes all reasonable and necessary ste u oduce compliance as soon as reasonably practical. Lender's Rights. Upon d nde ay declare the entire unpaid principal balance on this Note immediately due, a en rrowe ill pay that amount. 5. Default Interes te. of a default, Lender will have the right, in addition to any other remed set this o e, to increase the interest rate set forth in this Note to twelve (12) perc n until the default is cured or until the Note is paid in full. 6. Gover Law. s is to be governed by and construed in accordance with the laws of Ore 7. Severab If an rovision or clause of this Note is construed by a court of competent jurisdiction to i valid, or unenforceable, that construction will not affect other provisions of this Note that c e given effect without the void, invalid, or unenforceable provision, and to this end the provisions of this Note are declared to be severable. 8. Venue. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Lane County, Oregon. 9. Amendments. Any amendment to this Note must be made in writing and signed by all parties. 10. Notice. All payments and written communication concerning this Note must be mailed or delivered to 11. Voluntariness. Before signing this Note, Borrower read and understood all the provisions of this note. Borrower agrees to the terms of the note. 12. Waiver of Protest. Borrower and each present or future maker, surety, endorser and signatory to this Note, in whatever capacity, waives presentment, demand, protest, notice of dishonor, and all suretyship defenses, and agrees that the Lender may exercise its rights under the Note in any order and at any time. Without notice to any such person (except for any notice to borrower specified in this Note and without the need to obtain further consent from any party), and without in any way diminishing the obligations of any person, Lender may (a) deal with any {00024385:1} Attachment 3 Page 2 of 4 such person with reference to this Note by way of forbearance, extension, modification, compromise, or otherwise; (b) extend, release, surrender, exchange, compromise, discharge, or modify any right or obligation secured by or provided in this Note, the Trust Deed, or any other document securing this Note; and (c) take any other action that the holder may deem reasonably appropriate to protect its interest in the collateral under the Trust Deed. 13. Limitation of Interest. In no event will any payment of interest or any other sum payable under this Note exceed the maximum amount permitted by applicable law. If it is established that any payment(s) exceeding lawful limits have been received, the holder and payee of such amount(s) will refund such excess or, at its option, credit the excess amount(s) to the principal. Such payments will not affect the obligation to make other payments required under this Note that do not cause the lawful limits to be exceeded. 14. Security. Borrower acknowledges that this This Note is secured by a Trust Deed dated as of the date of this Note on real estate located at 3530 E Farm Game Road, Springfield, Oregon. 15. Bankruptcy. Borrower agrees that, notwithstandin ORS 73.0602 and ORS 73.0604, any payment under this Note that is avoided in a later kruptcy proceeding or otherwise will not be deemed a payment, and Borrower's obl ns under the Note will be reinstated or supplemented, or both, to the extent of any p e avoided. In that event, Borrower will not be discharged even if this Note has b cancel e enounced or surrendered. 16. Right to Setoff. To the extent permit y applicable , Lender reserves a right of setoff in all Borrower's accounts with Lend het checking, savings, or some other account). This includes all accounts Borrower holds ith someone else and all accounts Borrower may open in the future. However, ILis does clude any IRA or Keogh accounts, or any trust accounts for which setoff wouldl libite aw. Borrower authorizes Lender, to the extent permitted by applicable law, to rg f II sums owing on the indebtedness against any and all suc ccou a nder's option, to administratively freeze all such accounts to allow L pro Lender's charge and setoff rights provided in this paragraph. 17. Statute -of -Fra of OREGON LAW, MOST AGREEMENTS, PROMISES, AND COMMITMEN DEB NDER CONCERNING LOANS AND OTHER CREDIT EXTENSIONS R OT FOR PERSONAL FAMILY OR HOUSEHOLD PURPOSES OR SEC D S Y THE BORROWER'S PROPERTY MUST BE IN WRITING, EXPRES NSIDE ION AND BE SIGNED BY LENDER TO BE ENFORCEABLE. 18. Waiver of . BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO C LT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS NOTE OR ANY RELATED INSTRUMENT OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS NOTE OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER OF THEM. NEITHER THE BORROWER NOR THE LENDER SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY EITHER THE BORROWER OR LENDER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY BOTH PARTIES. BORROWER ACKNOWLEDGES RECEIPT OF A COMPETED COPY OF THIS PROMISSORY NOTE. {00024385:1} Attachment 3 Page 3 of 4 :t::• 1 C FILBERT GROVE COOPERATIVE IS LIABLE FOR ALL OBLIGATION SET FORTH IN THIS NOTE AND THE ACCOMPANYING TRUST DEED. By: By: (Company Name) or (Individual's Name) (Company Name) or (Individual's Name) Title: Title: {00024385:1} IA& Attachment 3 Page 4 of 4 CORONAVIRUS STATE FISCAL RECOVERY FUND GRANT AGREEMENT Contract Number: 8188 This grant agreement ("Contract"), dated as of the date the Contract is fully executed, is between the State of Oregon, acting through its Oregon Department of Administrative Services ("DAS"), and City of Springfield Oregon ("Recipient"). This Contract becomes effective only when fully signed and approved as required by applicable law ("Effective Date"). Unless extended or terminated earlier in accordance with its terms, this Contract shall expire October 1, 2024. This Contract includes Exhibit A - Contact Information, Use of Funds/Project Description and Reporting Requirements, Exhibit B - Insurance Requirements and Exhibit C - Federal Award Identification. Pursuant to Oregon Laws 2021, chapter 669, section 74, DAS is authorized to distribute grant funds from funds received by the State of Oregon under the federal American Rescue Plan Act Coronavirus State Fiscal Recovery Fund (codified as 42 U.S.C. 802) for the purpose of the Springfield Manufactured Home Park Preservation as more particularly described in Exhibit A. SECTION 1 - KEY GRANT TERMS The following capitalized terms have the meanings assigned below. Grant Amount: $445,000.00. Completion Deadline: June 30, 2024. SECTION 2 - FINANCIAL ASSISTANCE DAS shall provide Recipient, and Recipient shall accept from DAS, a grant (the "Grant") in an aggregate amount not to exceed the Grant Amount. DAS's obligations are subject to the receipt of the following items, in form and substance satisfactory to DAS and its Counsel: (1) This Contract duly signed by an authorized officer of Recipient; and (2) Such other certificates, documents, opinions and information as DAS may reasonably require. SECTION 3 - DISBURSEMENT A. Full Disbursement. Upon execution of this Contract and satisfaction of all conditions precedent, DAS shall disburse the full Grant to Recipient. B. Financing Availability. DAS's obligation to make, and Recipient's right to request disbursement under this Contract terminate on the Completion Deadline. C. Conditions to Disbursements. DAS has no obligation to disburse Grant funds unless: (1) DAS has sufficient funds currently available for this Contract; and (2) DAS has received appropriations, limitations, allotments or other expenditure authority sufficient to allow DAS, in the exercise of its reasonable administrative discretion, to make payment, and notwithstanding anything in the Contract, occurrence of such contingency does not constitute a default. City of Springfield CSFRF Grant 8188.docx Page 1 of 14 Attachment 4 Page 1 of 14 SECTION 4 - USE OF GRANT As more particularly described in Exhibit A, Recipient will use the Grant for the Springfield Manufactured Home Park Preservation (the "Project"). Recipient may only use Grant funds to cover Project costs incurred during the period beginning March 3, 2021, and ending on the Completion Deadline ("Eligible Costs"). Recipient must disburse the entire Grant Amount on Eligible Costs no later than the Completion Deadline. SECTION 5 - REPRESENTATIONS AND WARRANTIES OF RECIPIENT Recipient represents and warrants to DAS as follows: A. Organization and Authority. (1) Recipient is a local government, as that term is defined in ORS 174.116, validly organized and existing under the laws of the State of Oregon. (2) Recipient has all necessary right, power and authority under its organizational documents and applicable Oregon law to execute and deliver this Contract and incur and perform its obligations under this Contract. (3) This Contract has been authorized by an ordinance, order or resolution of Recipient's governing body if required by its organizational documents or applicable law. (4) This Contract has been duly executed by Recipient, and when executed by DAS, is legal, valid and binding, and enforceable in accordance with their terms. B. Compliance with Coronavirus State Fiscal Recovery Fund. Recipient will comply with the terms, conditions and requirements of the federal Coronavirus State Fiscal Recovery Fund (codified at 42 U.S.C. 802) from which the Grant is funded, including all implementing regulations (31 CFR 35.1 et seq.) and other guidance promulgated by the U.S. Department of the Treasury (collectively, the "CSFRF"). C. Full Disclosure. Recipient has disclosed in writing to DAS all facts that materially adversely affect the Grant, or the ability of Recipient to perform all obligations required by this Contract. Recipient has made no false statements of fact, nor omitted information necessary to prevent any statements from being misleading. The information contained in this Contract, including Exhibit A, is true and accurate in all respects. D. Pending Liti _ ag tion. Recipient has disclosed in writing to DAS all proceedings pending (or to the knowledge of Recipient, threatened) against or affecting Recipient, in any court or before any governmental authority or arbitration board or tribunal, that, if adversely determined, would materially adversely affect the Grant or the ability of Recipient to perform all obligations required by this Contract. SECTION 6 - COVENANTS OF RECIPIENT Recipient covenants as follows: A. Notice of Adverse Change. Recipient shall promptly notify DAS of any adverse change in the activities, prospects or condition (financial or otherwise) of Recipient related to the ability of Recipient to perform all obligations required by this Contract. City of Springfield CSFRF Grant 8188.docx Page 2 of 14 Attachment 4 Page 2 of 14 B. Compliance with Laws. (1) Recipient will comply with the requirements of all applicable federal, state and local laws, rules, regulations, and orders of any governmental authority, except to the extent an order of a governmental authority is contested in good faith and by proper proceedings. (2) Recipient is responsible for all federal or state tax laws applicable to its implementation of the Project and its use of the Grant or compensation or payments paid with the Grant. C. Federal Audit Requirements. The Grant is federal financial assistance, and the associated Assistance Listings number is 21.027. Recipient is a subrecipient. (1) If Recipient receives federal funds in excess of $750,000 in Recipient's fiscal year, it is subject to audit conducted in accordance with the provisions of 2 CFR part 200, subpart F. Recipient, if subject to this requirement, shall at its own expense submit to DAS a copy of, or electronic link to, its annual audit subject to this requirement covering the funds expended under this Contract and shall submit or cause to be submitted to DAS the annual audit of any subrecipient(s), contractor(s), or subcontractor(s) of Recipient responsible for the financial management of funds received under this Contract. (2) Audit costs for audits not required in accordance with 2 CFR part 200, subpart F are unallowable. If Recipient did not expend $750,000 or more in Federal funds in its fiscal year, but contracted with a certified public accountant to perform an audit, costs for performance of that audit shall not be charged to the funds received under this Contract. (3) Recipient shall save, protect and hold harmless DAS from the cost of any audits or special investigations performed by the Federal awarding agency or any federal agency with respect to the funds expended under this Contract. Recipient acknowledges and agrees that any audit costs incurred by Recipient as a result of allegations of fraud, waste or abuse are ineligible for reimbursement under this or any other agreement between Recipient and the State of Oregon. (4) Recipient is authorized to use the Grant to pay itself for those administrative costs that are eligible costs under the CSFRF to implement the Project. DAS's approval of Recipient's administrative costs does not preclude the State of Oregon from later recovering costs from Recipient if the U.S. Department of the Treasury disallows certain costs after an audit. D. System for Award Management. _ Recipient must comply with applicable requirements regarding the federal System for Award Management (SAM), currently accessible at https://www.sam.gov. This includes applicable requirements regarding registration with SAM, as well as maintaining current information in SAM. E. Employee Whistleblower Protection. Recipient must comply, and ensure the compliance by subcontractors or subrecipients, with 41 U.S.C. 4712, Program for Enhancement of Employee Whistleblower Protection. Recipient must inform subrecipients, contractors and employees, in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712. F. Compliance with 2 CFR Part 200. Recipient must comply with all applicable provision of 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, including the Cost Principles and Single Audit Act requirements. G. Federal Funds. DAS's payments to Recipient under this Grant will be paid by funds received by DAS from the United States Federal Government. Recipient, by signing this Grant certifies neither it nor its employees, contractors, subcontractors or subrecipients who will administer this Contract are currently employed by an agency or department of the federal government. City of Springfield CSFRF Grant 8188.docx Page 3 of 14 Attachment 4 Page 3 of 14 H. Insurance. Recipient shall maintain, or cause to be maintained, insurance policies with responsible insurers, insuring against liability, in the coverages and amounts described in Exhibit B. L Return of Undisbursed Grant Funds. Recipient must return to DAS any Grant funds not disbursed by the Completion Deadline. J. Financial Records. Recipient will cooperate with DAS to provide all necessary financial information and records to comply with CSFRF reporting requirements, as well as provide DAS the reporting required in Exhibit A. Recipient will keep proper books of account and records on all activities associated with the Grant, including, but not limited to, invoices, cancelled checks, payroll records, instruments, agreements and other supporting financial records documenting the use of the Grant. Recipient will maintain these books of account and records in accordance with generally accepted accounting principles and will retain these books of account and records until five years after the Completion Deadline or the date that all disputes, if any, arising under this Contract have been resolved, whichever is later. K. Inspection. Recipient shall permit DAS, and any party designated by DAS, the Oregon Secretary of State's Office, the federal government and their duly authorized representatives, at any reasonable time, to inspect and make copies of any accounts, books and records related to the administration of this Contract. Recipient shall supply any Contract -related information as DAS may reasonably require. L. Notice of Event of Default. Recipient shall give DAS prompt written notice of any Event of Default, or any circumstance that with notice or the lapse of time, or both, may become an Event of Default, as soon as Recipient becomes aware of its existence or reasonably believes an Event of Default is likely. M. Indemnity. To the extent authorized by law, Recipient shall defend (subject to ORS chapter 180), indemnify, save and hold harmless DAS and its officers, employees and agents from and against any and all claims, suits, actions, proceedings, losses, damages, liability and court awards including costs, expenses, and attorneys' fees incurred related to any actual or alleged act or omission by Recipient, or its employees, agents or contractors, that is related to this Contract; however, the provisions of this section are not to be construed as a waiver by DAS of any defense or limitation on damages provided for under Chapter 30 of the Oregon Revised Statutes or under the laws of the United States or other laws of the State of Oregon. N. Representations and Covenants Regarding _ Prevailing Wage. (1) The prevailing wage rate requirements that may apply to the Project are set forth in ORS 279C.800 through 279C.870, the administrative rules promulgated thereunder (OAR Chapter 839, Division 25) and Oregon Laws 2021, chapter 678, section 17 (collectively, state "PWR"), or, if applicable, 40 U.S.C. 3141 et seq. (federal "Davis -Bacon Act"). If applicable, Recipient shall: a) comply with PWR, require its contractors and subcontractors to pay the applicable PWR or Davis -Bacon Act rates, as applicable, and to comply with all other Oregon Bureau of Labor and Industries ("BOLI") requirements pursuant to the PWR, including on all contracts and subcontracts and in filing separate public works bonds with the Construction Contractors Board; b) pay to BOLI, within the required timeframe and in the appropriate amount, the project fee required by OAR 839-025-0200 to 839-025-0230, including any additional fee that may be owed upon completion of the Project; and City of Springfield CSFRF Grant 8188.docx Page 4 of 14 Attachment 4 Page 4 of 14 c) unless exempt under Section 17(2) of Oregon Laws 2021, chapter 678, if Recipient is a "public body" and the Project is a "qualified project," as those terms are defined in Section 17(3) of Oregon Laws 2021, chapter 678, Recipient shall require each contactor in a contract with an estimated cost of $200,000 or greater to: i. Enter into a project labor agreement that, at a minimum, provides for payment of wages at or above the prevailing rate of wage; ii. Employ apprentices to perform 15 percent of the work hours that workers in apprenticeable occupations perform under the contract, in a manner consistent with the apprentices' respective apprenticeship training programs; iii. Establish and execute a plan for outreach, recruitment and retention of women, minority individuals and veterans to perform work under the contract, with the aspirational target of having at least 15 percent of total work hours performed by individuals in one or more of those groups; and iv. Require any subcontractor engaged by the contractor to abide by the requirements set forth in subparagraphs (i), (ii) and (iii) above, if the work to be performed under the subcontract has an estimated cost of $200,000 or greater. (2) Recipient represents and warrants that it is not on the BOLI current List of Contractors Ineligible to Receive Public Works Contracts and that it will not contract with any contractor on this list. (3) Pursuant to ORS 279C.817, Recipient may request that the Commissioner of BOLI make a determination about whether the Project is a public works on which payment of the prevailing rate of wage is required under ORS 279C.840. SECTION 7 - DEFAULT A. Recipient Default. Any of the following constitutes an "Event of Default" of Recipient: (1) Misleading Statement. Any materially false or misleading representation is made by or on behalf of Recipient, in this Contract or in any document provided by Recipient related to this Grant. (2) Failure to Perform. Recipient fails to perform, observe or discharge any of its covenants, agreements, or obligations under this Contract, other than those referred to in subsection A of this section, and that failure continues for a period of 30 calendar days after written notice specifying such failure is given to Recipient by DAS. DAS may agree in writing to an extension of time if it determines Recipient instituted and has diligently pursued corrective action. B. DAS Default. DAS will be in default under this Contract if it fails to perform, observe or discharge any of its covenants, agreements, or obligations under this Contract. City of Springfield CSFRF Grant 8188.docx Page 5 of 14 Attachment 4 Page 5 of 14 SECTION 8 - REMEDIES A. DAS Remedies. Upon the occurrence of an Event of Default, DAS may pursue any remedies available under this Contract, at law or in equity. Such remedies include, but are not limited to, termination of DAS's obligations to make the Grant or further disbursements, return of all or a portion of the Grant Amount, payment of interest earned on the Grant Amount, and declaration of ineligibility for the receipt of future awards from DAS. If, as a result of an Event of Default, DAS demands return of all or a portion of the Grant Amount or payment of interest earned on the Grant Amount, Recipient shall pay the amount upon DAS's demand. DAS may also recover all or a portion of any amount due from Recipient by deducting that amount from any payment due to Recipient from the State of Oregon under any other contract or agreement, present or future, unless prohibited by state or federal law. DAS reserves the right to turn over any unpaid debt under this Section 8 to the Oregon Department of Revenue or a collection agency and may publicly report any delinquency or default. These remedies are cumulative and not exclusive of any other remedies provided by law. B. Recipient Remedies. In the event of default by DAS, Recipient's sole remedy will be for disbursement of Grant funds for Eligible Costs of the Project, not to exceed the total Grant Amount, less any claims DAS has against Recipient. SECTION 9 - TERMINATION In addition to terminating this Contract upon an Event of Default as provided in Section 8, DAS may terminate this Contract with notice to Recipient under any of the following circumstances: A. If DAS anticipates a shortfall in applicable revenues or DAS fails to receive sufficient funding, appropriations or other expenditure authorizations to allow DAS, in its reasonable discretion, to continue making payments under this Contract. B. There is a change in federal or state laws, rules, regulations or guidelines so that the uses of the Grant are no longer eligible for funding. This Contract may be terminated at any time by mutual written consent of the parties. SECTION 10 - MISCELLANEOUS A. No Implied Waiver. No failure or delay on the part of DAS to exercise any right, power, or privilege under this Contract will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. B. Choice of Law; Designation of Forum; Federal Forum. The laws of the State of Oregon (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Contract, including, without limitation, its validity, interpretation, construction, performance, and enforcement. Any party bringing a legal action or proceeding against any other party arising out of or relating to this Contract shall bring the legal action or proceeding in the Circuit Court of the State of Oregon for Marion County (unless Oregon law requires that it be brought and conducted in another county). Each party hereby consents to the exclusive jurisdiction of such court, waives any objection to venue, and waives any claim that such forum is an inconvenient forum. City of Springfield CSFRF Grant 8188.docx Page 6 of 14 Attachment 4 Page 6 of 14 Notwithstanding the prior paragraph, if a claim must be brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for the District of Oregon. This paragraph applies to a claim brought against the State of Oregon only to the extent Congress has appropriately abrogated the State of Oregon's sovereign immunity and is not consent by the State of Oregon to be sued in federal court. This paragraph is also not a waiver by the State of Oregon of any form of defense or immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States. C. Notices and Communication. Except as otherwise expressly provided in this Contract, any communication between the parties or notices required or permitted must be given in writing by personal delivery, email, or by mailing the same, postage prepaid, to Recipient or DAS at the addresses listed in Exhibit A, or to such other persons or addresses that either party may subsequently indicate pursuant to this Section. Any communication or notice by personal delivery will be deemed effective when actually delivered to the addressee. Any communication or notice so addressed and mailed will be deemed to be received and effective five (5) days after mailing. Any communication or notice given by email becomes effective 1) upon the sender's receipt of confirmation generated by the recipient's email system that the notice has been received by the recipient's email system or 2) the recipient's confirmation of receipt, whichever is earlier. Notwithstanding this provision, the following notices may not be given by email: notice of default or notice of termination. D. Amendments. This Contract may not be altered, modified, supplemented, or amended in any manner except by written instrument signed by both parties. E. Severability. If any provision of this Contract will be held invalid or unenforceable by any court of competent jurisdiction, such holding will not invalidate or render unenforceable any other provision. F. Successors and Assigns. This Contract will be binding upon and inure to the benefit of DAS, Recipient, and their respective successors and assigns, except that Recipient may not assign or transfer its rights, obligations or any interest without the prior written consent of DAS. G. Counterparts. This Contract may be signed in several counterparts, each of which is an original and all of which constitute one and the same instrument. H. Inte-rag tion. This Contract (including all exhibits, schedules or attachments) constitutes the entire agreement between the parties on the subject matter. There are no unspecified understandings, agreements or representations, oral or written, regarding this Contract. No Third -Party Beneficiaries. DAS and Recipient are the only parties to this Contract and are the only parties entitled to enforce the terms of this Contract. Nothing in this Contract gives or provides, or is intended to give or provide, to third persons any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, unless such third persons are individually identified by name herein and expressly described as intended beneficiaries of the terms of this Contract. J. Survival. The following provisions, including this one, survive expiration or termination of this Contract: Sections 6 (excepting 6.1-1, Insurance), 7, 8, 10.13, 10.C, 10.L and 10.M. K. Time is of the Essence. Recipient agrees that time is of the essence under this Contract. City of Springfield CSFRF Grant 8188.docx Page 7 of 14 Attachment 4 Page 7 of 14 L. Attorney. To the extent permitted by the Oregon Constitution and the Oregon Tort Claims Act, the prevailing party in any dispute arising from this Contract will be entitled to recover from the other its reasonable attorney fees and costs and expenses at trial, in a bankruptcy, receivership or similar proceeding, and on appeal. Reasonable attorney fees shall not exceed the rate charged to DAS by its attorneys. M. Public Records. DAS's obligations under this Contract are subject to the Oregon Public Records Laws. Recipient, by its signature below, acknowledges that it has read this Contract, understands it, and agrees to be bound by its terms and conditions. STATE OF OREGON acting by and through its Department of Administrative Services By: 44, By: DAS uthon" zed Representative George Naughton DAS Chief Financial Officer Date: 5/10/22 Date CITY OF SPRINGFIELD OREGON fi Digitally signed by Nency Newton DN: C=US, OU=CMO, O=City of Springfield, GN=Nancy Next E=nnewton@springfeld-or.g- Reason: I ag..0 ttthh�en terms defined by the pl_—M Newton M.'M��o5P2113S5fi7 Authorized Representative Signature Nancy Newton, CitV Manager Authorized Representative Name and Title May 2, 2022 APPROVED AS TO LEGAL SUFFICIENCY IN ACCORDANCE WITH ORS 291.047: sl Samuel B. 1/5/2022 Samuel B. Zeigler, Senior Assistant Attorney General REVIEWED & APPROVED AS TO FORM KrCWvta1 Kra c DATE: 3/3/2022 SPRINGFIELD CITY ATTORNEYS OFFICE City of Springfield CSFRF Grant 8188.docx Page 8 of 14 Attachment 4 Page 8 of 14 EXHIBIT A CONTACT INFORMATION, USE OF FUNDS/ PROJECT DESCRIPTION AND REPORTING REQUIREMENTS Contact Information: DAS State of Oregon, acting by and through its Department of Administrative Services 155 Cottage St. NE Salem, OR 97301-3966 Contract Administrator: Stephanie Tyrer Telephone: 971-374-3308 Recipient City of Springfield Oregon 225 Fifth St Springfield, OR 97477 Contact: Sam Kelly-Quattrocchi Telephone: 541-726-3713 Email: statefiscal.recoveryfund@das.oregon.gov Email: skellyquatrocchi@springfield-or.gov Use of Funds/ Project Description: The Recipient shall assist the Filbert Grove Cooperative with conversion of the bridge loan to state supported permanent financing primarily through the Community Development Financial Institutions Fund (CDFI). Reporting Requirements: Schedule Report Name Frequency Due Dates Project Performance Plan One -Time 45 days after the Effective Date Quarterly Report Quarterly April 15�", July 15t", October 15th, January 15 th Annual Report Annually July 15t' Project Performance Plan Recipient shall submit to DAS, using a template and instructions provided by DAS, the following information in the Project Performance Plan: 1. Problem Statement 2. Goal 3. Rationales 4. Assumptions 5. Resources 6. Activities 7. Outputs 8. Short -Term Outcomes 9. Intermediate Outcomes 10. Long -Term Outcomes City of Springfield CSFRF Grant 8188.docx Page 9 of 14 Attachment 4 Page 9 of 14 Quarterly Reports Recipient shall submit Quarterly Reports to DAS which shall include such information as is necessary for DAS to comply with the reporting requirements established by 42 U.S.C. 802, guidance issued by the U.S. Treasury, and 2 CFR Part 200 (known as the "Super Circular"). The reports shall be submitted using a template provided by DAS that includes the following information: 1. Expenditure Report a) Quarterly Obligation Amount b) Quarterly Expenditure Amount c) Projects d) Primary Location of Project Performance e) Detailed Expenditures (categories to be provided by DAS) 2. Project Status Update a) Status of project: not started, completed less than 50 percent, completed 50 percent or more, completed. b) Progress since last update including project outputs and achieved outcomes. c) Identify barriers/risks to outcomes and describe actions taken to mitigate delays/risks to the overall project goal. d) Optional: Share with DAS community outreach/engagement or other positive local news stories. Annual Reports Recipient shall submit to DAS a report annually on the following, as applicable, using a template provided by DAS: 1. How the Project is Promoting Equitable Outcomes, if applicable 2. How the Project is Engaging with the Community, if applicable Administrative Costs Recipient shall also deliver to DAS no later than July 15, 2024, an accounting of all of its direct administrative costs paid by this Grant accompanied by a certification statement that all such costs comply with the CSFRF. Grant funds may not be used to pay for any costs incurred after the Completion Deadline. For any unexpended Grant funds that were allocated for administrative costs as provided in the not -to -exceed amount above, DAS will direct Recipient on how to return or expend any such funds. City of Springfield CSFRF Grant 8188.docx Page 10 of 14 Attachment 4 Page 10 of 14 EXHIBIT B — INSURANCE REQUIREMENTS Recipient shall obtain at Recipient's expense the insurance specified in this Exhibit B before performing under this Contract and shall maintain it in full force and at its own expense throughout the duration of this Contract, as required by any extended reporting period or continuous claims made coverage requirements, and all warranty periods that apply. Recipient shall obtain the following insurance from insurance companies or entities that are authorized to transact the business of insurance and issue coverage in the State of Oregon and that are acceptable to DAS. Coverage shall be primary and non-contributory with any other insurance and self- insurance, with the exception of Professional Liability and Workers' Compensation. Recipient shall pay for all deductibles, self-insured retention and self-insurance, if any. Recipient shall require and ensure that each of its subcontractors complies with these requirements and maintains insurance policies with responsible insurers, insuring against liability, in the coverages and amounts identified below. WORKERS' COMPENSATION & EMPLOYERS' LIABILITY All employers, including Recipient, that employ subject workers, as defined in ORS 656.027, shall comply with ORS 656.017 and provide workers' compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Recipient shall require and ensure that each of its subcontractors complies with these requirements. If Recipient is a subject employer, as defined in ORS 656.023, Recipient shall also obtain employers' liability insurance coverage with limits not less than $500,000 each accident. If Recipient is an employer subject to any other state's workers' compensation law, Contactor shall provide workers' compensation insurance coverage for its employees as required by applicable workers' compensation laws including employers' liability insurance coverage with limits not less than $500,000 and shall require and ensure that each of its out-of-state subcontractors complies with these requirements. As applicable, Recipient shall obtain coverage to discharge all responsibilities and liabilities that arise out of or relate to the Jones Act with limits of no less than $5,000,000 and/or the Longshoremen's and Harbor Workers' Compensation Act. COMMERCIAL GENERAL LIABILITY: ® Required ❑ Not required Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that are satisfactory to the State. This insurance shall include personal and advertising injury liability, products and completed operations, contractual liability coverage for the indemnity provided under this contract, and have no limitation of coverage to designated premises, project or operation. Coverage shall be written on an occurrence basis in an amount of not less than $1,000,000 per occurrence. Annual aggregate limit shall not be less than $2,000,000. AUTOMOBILE LIABILITY INSURANCE: ® Required ❑ Not required Automobile Liability Insurance covering Recipient's business use including coverage for all owned, non - owned, or hired vehicles with a combined single limit of not less than $1,000,000 for bodily injury and property damage. This coverage may be written in combination with the Commercial General Liability Insurance (with separate limits for Commercial General Liability and Automobile Liability). Use of personal automobile liability insurance coverage may be acceptable if evidence that the policy includes a business use endorsement is provided. A. Automobile Liability Broadened Pollution Liability Coverage Endorsement If Recipient is transporting any type of hazardous materials to implement the Project, then endorsements CA 99 48 or equivalent and MSC -90 (if Recipient is a regulated motor carrier) are required on the Automobile Liability insurance coverage. City of Springfield CSFRF Grant 8188.docx Page I I of 14 Attachment 4 Page 11 of 14 EXCESS/UMBRELLA INSURANCE: Umbrella insurance coverage in the sum of $2,000,000 shall be provided and will apply over all liability policies, without exception, including but not limited to Commercial General Liability, Automobile Liability, and Employers' Liability coverage. The amounts of insurance for the insurance required under this Contract, including this Excess/Umbrella insurance requirement, may be met by the Contractor obtaining coverage for the limits specified under each type of required insurance or by any combination of underlying, excess and umbrella limits so long as the total amount of insurance is not less than the limits specified for each type of required insurance added to the limit for this excess/umbrella insurance requirement. ADDITIONAL INSURED: All liability insurance, except for Workers' Compensation, Professional Liability, and Network Security and Privacy Liability (if applicable), required under this Contract must include an additional insured endorsement specifying the State of Oregon, its officers, employees and agents as Additional Insureds, including additional insured status with respect to liability arising out of ongoing operations and completed operations, but only with respect to Recipient's activities to be performed under this Contract. Coverage shall be primary and non- contributory with any other insurance and self-insurance. The Additional Insured endorsement with respect to liability arising out of your ongoing operations must be on ISO Form CG 20 10 07 04 or equivalent and the Additional Insured endorsement with respect to completed operations must be on ISO form CG 20 37 07 04 or equivalent. WAIVER OF SUBROGATION: Recipient shall waive rights of subrogation which Recipient or any insurer of Recipient may acquire against the DAS or State of Oregon by virtue of the payment of any loss. Recipient will obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the DAS has received a waiver of subrogation endorsement from Recipient or Recipient's insurer(s). CONTINUOUS CLAIMS MADE COVERAGE: If any of the required liability insurance is on a claims made basis and does not include an extended reporting period of at least 24 months, then Recipient shall maintain continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of this Contract, for a minimum of 24 months following the later of: (i) Recipient's completion and DAS's acceptance of all Services required under the Contract, or (i) DAS or Recipient termination of this Contract, or (ii) The expiration of all warranty periods provided under this Contract. CERTIFICATE(S) AND PROOF OF INSURANCE: Upon request, Recipient shall provide to DAS Certificate(s) of Insurance for all required insurance before delivering any Goods and performing any Services required under this Contract. The Certificate(s) shall list the State of Oregon, its officers, employees and agents as a Certificate holder and as an endorsed Additional Insured. The Certificate(s) shall also include all required endorsements or copies of the applicable policy language effecting coverage required by this Contract. If excess/umbrella insurance is used to meet the minimum insurance requirement, the Certificate of Insurance must include a list of all policies that fall under the excess/umbrella insurance. As proof of insurance DAS has the right to request copies of insurance policies and endorsements relating to the insurance requirements in this Contract. NOTICE OF CHANGE OR CANCELLATION: Recipient or its insurer must provide at least 30 days' written notice to DAS before cancellation of, material change to, potential exhaustion of aggregate limits of, or non -renewal of the required insurance coverage(s). INSURANCE REQUIREMENT REVIEW: Recipient agrees to periodic review of insurance requirements by DAS under this Contract and to provide updated requirements as mutually agreed upon by Recipient and DAS. City of Springfield CSFRF Grant 8188.docx Page 12 of 14 Attachment 4 Page 12 of 14 STATE ACCEPTANCE: All insurance providers are subject to DAS acceptance. If requested by DAS, Recipient shall provide complete copies of insurance policies, endorsements, self-insurance documents and related insurance documents to DAS's representatives responsible for verification of the insurance coverages required under this Exhibit B. City of Springfield CSFRF Grant 8188.docx Page 13 of 14 Attachment 4 Page 13 of 14 EXHIBIT C FEDERAL AWARD IDENTIFICATION (REQUIRED BY 2 CFR 200.332(A)(1)) (i) Subrecipient* Name: City of Springfield Oregon (must match name associated with UEI) (ii) Subrecipient's Unique Entity Identifier (UEI): 010737658 (DUNS) (iii) Federal Award Identification Number (FAIL: SLFRP4454 (iv) Federal award date: July 23, 2021 (date of award to DAS by federal agency) (v) Grant period of performance start and end dates: Start: March 3, 2021 End: June 30, 2024 (vi) Grant budget period start and end dates: Start: March 3, 2021 End: June 30, 2024 (vii) Amount of federal funds obligated by this Grant: $445,000.00 (viii) Total amount of federal funds obligated to Subrecipient by pass- $ through entity, including this Grant: (ix) Total amount of the federal award committed to Subrecipient by pass-through entity**: $445,000.00 (amount of federal funds from this FAIN committed to Recipient) (x) Federal award project description: Coronavirus State Fiscal Recovery Fund (xi) a. Federal awarding agency: U.S. Department of the Treasury b. Name of pass-through entity: Oregon Department of Administrative Services c. Contact information for awarding official of pass-through entity: Stephanie Tyrer, COVID Fiscal Relief Mgr. statefiscal.recoveryfund@das.oregon.gov Number: 21.027 (xii) Assistance listings number, title and amount: Title: Coronavirus State and LocalFiscal Recovery Funds Amount: $2,648,024,988.20 (xiii) Is award research and development? Yes ❑ No (xiv) a. Indirect cost rate for the federal award: b. Is the 10% de minimis rate being used per 2 CFR § 200.414? Yes No ❑ * For the purposes of this Exhibit C, "Subrecipient" refers to Recipient and "pass-through entity" refers to DAS. ** The total amount of federal funds obligated to the Subrecipient by the pass-through entity is the total amount of federal funds obligated to the Subrecipient by the pass-through entity during the current state fiscal year. City of Springfield CSFRF Grant 8188.docx Page 14 of 14 Attachment 4 Page 14 of 14