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Home My WebLink About2002-01-15Minutes of Regular Meeting of Board of Aldermen of City of Riverside, Missouri January 15, 2002 7:30 p.m. A regular meeting of the Boazd of Aldermen of the City of Riverside, Missouri was held in the City Hall of Riverside, Missouri on January 15, 2002. Those in attendance were Mayor Burch, Aldermen Wedua, Darata, Legaard, Beard, Burns and Flaws. Also present were David Blackburn, City Administrator, Louise Rusick, City Clerk, John Jackson, City Engineer, Steve Crystal, John McClelland and Kevin Bird, City Attorneys office. Larry Kinser, Argosy Larry Kinser, General Manager, Argosy, 777 NW Argosy Parkway Presentation presented to the board a check for $3,418,895.29 for rent. Jeremiah Finnegan Jeremiah Finnegan, Finnegan, Conrad, Peterson, Attorney spoke speaks regarding the water rate case. There are three (3) new commissioners. There is hope for some relief from the rate increase. Each district should pay for their own district pricing. Two appeals sought after are being presented, single tariff pricing and district specific pricing. Building Permit request Alderman Darata moved to approve a building permit for Dean Lefstad> Dean Lefstad to build a new single family home at 4720 NW Petronella Ln, seconded by Alderman Wedua ,the vote was: Aye: Aldermen Wedua, Flaws and Dazata. No: Aldermen Beard, Bums and Legaard. Abstained: Mayor Burch. Motion fails. Building Permit for Alderman Beard moved to table this request until the next board Dean Lefstad Tabled meeting in order to gain an opinion from the City Attorney regarding a paved driveway. Also, the right-of-way dedication needs to be recorded by Platte County. The motion was seconded by Alderman Burris. The board unanimously agreed. Minutes January 8, 2001 Alderman Beard moved that the minutes of January 8, 2001 be Approved approved, seconded by Alderman Burris, the vote was: Aye: Aldermen Beazd, Flaws, Darata, Legaard, Bums and Wedua. Motion carries. BSE Enterprises Alderman Burns moved to approve a building permit for BSE Subway Building Permit Enterprises- Subway at 1841 NW Vivion Road, seconded by Alderman Approved Wedua, the vote was: Aye: Aldermen Beard, Flaws, Darata, Legaazd, Burris and Wedua. Motion carries. PGVA, Architects Alderman Beard moved to approve the Argosy Casino Preliminary Request for Argosy Plan, seconded by Alderman Legaard, the vote was: Casino Preliminary Plan Approved Aye: Aldermen Flaws, Darata, Legaard, Bums, Wedua and Beard. Motion carries. Property Owner, Becky Ricker Becky Ricker, 7120 Hidden Hills Dr, Smithville, Mo 64089 was asked will not grant an access by the Mayor if she would voluntarily grant a recorded access easement access easement across to Philip Brenner, (owner of the residence at 4598 NW Gateway) the east end of the lots located across the east end of the five southernmost lots located on the west on the west side of NW Gateway side of NW Gateway Rd., north of the Gateway intersection. Her answer was "no". Aye: Aldermen Beard, Flaws, Darata, Legaard, Burns and Wedua. Motion carries. City Administrator Comments David mentioned the tree service for the parks. It was agreed this Negotiations on a contract with Patti Banks Assoc. for the Gateway Dev. Plan Approved Southwestern Bell Discussion Lap Top Computer Discussion Protective Floor Surface for the locker-shower rooms and the area outside (hall) at the pool, Approved would be continued until the next meeting. The boazd unanimously agreed to pursue negotiations on a contract with Patti Banks Associates for the Gateway Development Plan, for the streetscape plan and property owner consultation. The cost to switch back to Southwestern Bell Telephone Company will be presented at the next board meeting. The discussion for a lap top computer is continued until the next meeting. Alderman Beard moved to approve Safe-Stride of the Ozarks, Inc. to apply a non slip floor treatment to Locker-Shower rooms and areas outside (hall) at the pool at a cost of $1,956, seconded by Alderman Burris, the vote was: Aye: Aldermen Beard, Flaws, Darata, Legaard, Bums and Wedua. Motion carries. Visitor comment, Betty Johnson Betty asked about the microphones for the Board Chamber and John Jackson, City Engineer said new ones are ordered. St. Pius High School St. Pius High School wishes to use the Community Cen[er in the near request future and this will be discussed next week. Municipal Court Report Mayor Burch reported the Municipal Court Report for December had Received for December been received. Bill No. 2002-OS Approving an Ord. Amending Title I, Chapt. 110 Riverside City code by adding Art. IV Re: Gateway Grant & Loan Revitilization Program Loan Committee Alderman Darata moved to place Bill No. 2002-OS on its firs[ reading, said Bill amending Title I, Chapter 110 of the Riverside City Code by adding Article IV regarding the Gateway Grant and Loan Revitalization Program Loan Committee seconded by Alderman Beard the vote was: Aye: Aldermen Flaws, Darata, Legaard, Burns, Wedua and Beard. Motion carries. Ordinance No. 2002-OS Alderman Legaazd moved to place Bill No. 2002-OS on its Approved second reading and upon passage of same, become Ordinance No. 2002- 05 seconded by Alderman Wedua, the vote was: Aye: Aldermen Legaard, Burris, Flaws, Darata, Beard and Wedua. Motion carries. Bill No. 2002-06 Alderman Beazd moved to place Bill No. 2002-06 on its first reading said Bill Adopting the Gateway grant adopting the Gateway grant and loan revitalization program administrative & loan revitalization program manual and appointing members to the committee, David Blackburn, Bruce manual & appointing members Culley, John Jackson and Brick Porter provided for therein, seconded by Alderman Burris, the vote was: Aye: Aldermen Darata, Legaard, Beard, Wedua, Burris and Flaws. Motion carries. Ordinance No. 2002-06 Alderman Flaws moved to place Bill No. 2002-06 on its Approved second reading and upon passage of same, become Ordinance No. 2002- 06 seconded by Alderman Beazd, the vote was: Aye: Aldermen Legaard, Burris, Flaws, Darata, Beard and Wedua. Motion carries. Recess A brief recess was called at 9:28 p.m. Reconvene The Mayor and all Aldermen responded to roll call. Mayor's comments Mayor Burch mentioned the Resolution received from Houston Lake thanking the City for the contribution made to the them for fire protection. Motion for Closed Alderman Darata moved that the meeting go into closed session, Session pursuant to RSMo 610.021(1), Legal Issues, RSMo 610.021(2) real estate, and 610.021(3) personnel issues with the City Attorney, seconded by Alderman Wedua, the vote was: Aye: Aldermen Dazata, Legaard, Flaws, Wedua, Beazd and Burris. Motion carries. Motion for Open Alderman Legaard moved that the meeting go into open session, Session seconded by Alderman Flaws, the vote was: Aye: Aldermen Darata, Legaard, Beard, Flaws, Wedua and Bums. Motion carries. Adjournment By unanimous decision, the board ad' me at 11:1 ise Rusick, City Clerk MISSpUR1 CIS pF RI~RSI~E, AY GRpr1T AND Lp lv~ GATE ~~IZA,~IpN YRpGRA ~ ~ REVI RATIVE M~U AL ApMII`1IS'C ;~ 4~ e'i ~`.~ ~ _..~n5000254148.~ [~,I l TABLE OF CONTENTS ~I I. PURPOSE ...........................................................................................................................................................1 II. LOAN REVITALIZATION PROGRAM . L A ......................................................................................................1 ELIGIBLE LOAN TERMS .................... B ........................................................................................................1 ELGIBILITY CRITERIA ...................... C .........................................................................................................2 LOAN RESTRICTIONS .................... ~ D ............................................................................................................3 LOAN APPLICATION ...................................................:.. ........ E .................................................................... 3 PROCEDURES FOR LOAN PROCESSING .... F ...................... .......................................................................4 PROCEDURES FOR LOAN CLOSING . ~ G ...................... ...................................................:.............................5 PROCEDURES FOR LOAN SERVICING III. ....................................................................................................7 GRANT REVITALIZATION PROGRAM ..... A ...........................................................................................8 ELIGIBLE GRANT TERMS .................... B ......................................................................................................9 ELGIBILITY CRITERIA .................. ~- C .............................................................................................................9 GRANT RESTRICTIONS .................... D ..........................................................................................................9 GRANT APPLICATION ........... E ............... ....................................................................................................10 PROCEDURES FOR GRANT PROCESSING IV. ............................................................................................11 CITY AUTHORITY .............. A ............... ...........................................................................................................12 REVITALIZATION COMMITTEE .............. B ........................... ....................................................................12 COMMITTEE AUTHORITY ...... ~- C ................................................................................................................. CITY AUTHORITY TO CHANGE POLICIES D ...........................................................................................13 TERMS AND CONDITIONS ................. E .....................................................................................................13 TERMINATION OF PROGRAM ............ -~..~ ....................................................................................................13 V. ADMINISTRATIVE RESPONSIBILITIES ... A ..............................................................................................13 REASONABLE LENDING PRACTICES .......... B ......................................................................................... 14 PROTECTION OF PROGRAM ASSETS ..... - C .................. .............................................................................14 PROGRAM REQUIREMENTS APPLICABLE TO GRANTEES AND BORROWERS D ...........................14 CONFLICTS OF INTEREST .................. E .....................................................................................................14 CIVIL RIGHTS ............................ - ......................:..........................................................................................15 VI. PROGRAM ADMINISTRATIVE COSTS ... ............................................................................................ 15 ..... A GENERAL REQUIREMENTS ........................................................................:. ..........................................15 VII. PROGRAM INCOME ................................................................................................................................16 A DEFINITION ................................................................................................................................................16 B PRINCIPAL REPAYMENTS ......................................................................................................................16 C ADMINISTRATIVE REQUIREMENTS .....................................................................................................16 VIII. STANDARD TERMS AND CONDITIONS .............................................................................................17 A PROGRAM PERFORMANCE NOTIFICATION .......................................................................................17 ' B ENVIRONMENT .........................................:...............................................................................................17 C COVENANT AGAINST CONTINGENT FEES .........................................................................................17 D CIVIL RIGHTS .............................................................................................................................................17 IX. MONITORING ................................................................................................................................................18 A REPORTS .....................................................................................................................................................18 B AUDITS ........................................................................................................................................................19 C SITE VISITS ............................................................................................................. D LOAN AND GRANT RECORDS ...........................................................................:....................................19 1:\CLIENTS~61492100045\K0254748. DOC l L L EXHIBITS -PROGRAM STANDARD FORMS A -LOAN APPLICATION B -RECOMMENDATION AND DETERMINATION OF ELIGIBILITY -LOANS C -LOAN AGREEMENT D -PROMISSORY NOTE E -DEED OF TRUST F -SECURITY AGREEMENT G - UCC-1 FINANCING STATEMENT H -PERSONAL GUARANTY I -REQUEST FOR NOTICE OF SALE J -CONSENT OF PRIOR LIENHOLDERS K -GRANT APPLICATION L -GRANT ELIGIBILITY RECOMMENDATION/BOARD APPROVAL M -GRANT AGREEMENT N -PROGRAM INCOME AND EXPENSE STATEMENT O -GRANT STATUS REPORT P -REVOLVING LOAN FUND PERFORMANCE REPORT Q -ANNUAL REPORT SCHEDULES TO ADMINISTRATIVE MANUAL ~' I -BOUNDARY MAP FOR REDEVELOPMENT DISTRICT 1: \C LIENTS\61492\00045\K0254748. DOC { L, L i L I. PURPOSE This Manual describes the Gateway Grant and Loan Revitalization Program (the "Program") and the processing, reporting, record keeping and other administrative requirements and procedures that apply to the Program. The Program has been funded by the City of Riverside, Missouri (the "City") pursuant to the Gateway Redevelopment Plan adopted by the City on October 2, 2001 by Ordinance No. 2001-108 (the "Plan"), in order to facilitate the improvement, revitalization and remediation of blighting conditions on properties located in the Gateway Redevelopment Area (the "Redevelopment Area") established pursuant to the Plan. Pursuant to Ordinance No. 2001- 108, the City determined that the Redevelopment Area as a whole is a "blighted area" as defined under the Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865 of the Revised Statutes of Missouri, as amended (the "TIF Act"), by finding conditions including (i) inadequate street layout, drainage, sewers and other utilities, (ii) unsanitary or unsafe conditions, (iii) deterioration of site improvements, and (iv) improper platting. The boundaries of the Redevelopment Area, as designated in the Plan, are shown shaded on the Map attached hereto as Schedule 1. The policies, procedures and requirements apply to all grants and loans funded pursuant to the Program. II. LOAN REVITALIZATION PROGRAM Pursuant to the Plan, the City has funded a revolving loan revitalization fund in the amount of $500,000.00 for the purpose of making loans to eligible businesses in order to assist such ~ businesses in connection with specified improvements to property located in the Redevelopment '~ Area that are approved by the Board of Aldermen (the "Board") of the City and that facilitate the improvement, revitalization and remediation of blighting conditions on the subject property. The _ City has contracted with a financial institution (the "Servicing Agent") to act as the servicing agent of the City for the loan portion of the Program. The City may from time to time, upon majority vote of the Board, elect to replace the Servicing Agent with another financial institution _ or other administrative agency, in which event the City shall give written notice thereof to the Servicing Agent (including the effective date of such replacement). On or before the effective date of such replacement, the Servicing Agent shall deliver to the replacement institution or _ agency all of the books and records of the Program. In such event, all references herein to the Servicing Agent shall be deemed references to the replacement institution or agency. A ELIGIBLE LOAN TERMS. Loan Amount. The Board is authorized to make loans from the revolving loan fund to eligible borrowers and for eligible projects in any amount up to $25,000.00 per property, subject to the terms and requirements of this Manual. • The loan amount cannot exceed 25% of the appraised value of the property. • The loan amount for new construction cannot exceed 25% of the total contract amount for the improvements. 2 Term of Loan. All Program loans shall be for a term of not less than 3 years and not more than 10 years, determined on the basis of the overall credit worthiness of '' the borrower and the type and value of collateral offered to secure the loan. All 1:lCL(ENTS\61492\00045\K0254748. DOC LE~I.I ~L L Program loans shall be payable in equal monthly installments of principal and interest on the first day of each calendar month during such term. 3 Interest Rate. All Program loans shall bear interest at the rate of four percent (4%) per annum, subject to adjustment in accordance with the terms hereof. The City can make loans to eligible borrowers at interest rates and under conditions determined by the City to be most appropriate in achieving the goals of the Program. However, the minimum interest rate the Program can charge is seventy- five (75) basis points below the current money center prime rate quoted in the Wall Street Journal or the maximum interest rate allowed under State law, whichever is lower, but in no event may the interest rate be less than four percent (4%) per annum. However, should the prime interest rate exceed ten and three quarters percent (10.75%) per annum, the Program interest rate is not required to be raised above ten percent (10%) per annum if to do so would compromise the ability of the Program to implement its financing strategy. B ELGIBILITY CRITERIA. 1 Applicant/Bon ower eligibility: The Applicant/Borrower must be (i) afor-profit business (including sole proprietorships) with gross annual revenues of less than $500,000 and less than 100 employees during the immediately preceding year, and (ii) the owner of the property on which the Project will be done 2 Project eligibility: The Project must be located within the Redevelopment Area and must facilitate the improvement, revitalization and remediation of blighting conditions on the Project property. The Project must be one of the following: (i) improvements to a building fapade, (ii) roadside frontage improvements, (iii) other site redevelopment improvements, (iv) parking improvements, (v) streetscape and landscaping improvements, (vi) improvements to comply with the Americans with Disabilities Act, (vii) improvements related to relocation to a business park within the city limits of Riverside, or (viii) other improvements designated and approved by the Board. The Applicant/Borrowerrnust submit a complete, detailed description of the Project, together with plans and specifications for the Project, as part of the Loan Eligibility Application. 3 Matching Funds/Amount of Eligibility: Program loans must be used to leverage private investment of at least one dollar for every one dollar of Program investment. Therefore, the Applicant/Borrower must commit to spend at least matching funds on the Project. Applicant/Borrower investment, to be classified as "matching", must be made concur ently with a Program loan as part of the same business development project and may include (1) capital invested by the Applicant/Borrower or others, and (2) other loan financing from private entities. (a) One criteria used by the Board in evaluating a Loan Application shall be the level of Applicant investment in the Project above the required minimum matching investment. 1:\C LI ENTS\61492\0°°45\K0254748. DOC C LOAN RESTRICTIONS. Disqualified Applicants: (a) A public (governmental) or quasi-public organization is not eligible to receive Program financial assistance unless (i) the Project financed directly benefits or will directly benefit identifiable business concerns, and (ii) there is reasonable assurance that the Project financed will result in increased business activity in the Redevelopment Area in the near term. 2 Prohibited use of Program loan proceeds: No ApplicantBorrower may use the proceeds of a Program loan to (i) pay off or refinance existing debts, (ii) pay salaries or owner's draws, (iii) pay for the purchase, or down payment for the purchase of real estate, (iv) pay any payroll, income, real estate or other taxes or assessments, (v) make a loan to itself or to a related organization, (vi) invest in interest bearing accounts, certificates of deposit, or other investments not related to the objectives of the Program, (vii) acquire an equity position in a private business, (viii) subsidize interest payments on an existing loan, (ix) provide the equity contribution required of borrowers under other loan programs, or (x) acquire an interest in a business, either through the purchase of stock or through the acquisition of assets. To preclude ineligible uses of Program funds, the purpose of each Program loan should be clearly stated in the loan agreement. D LOAN APPLICATION. Interested Applicants must apply for Program assistance by submitting a completed Loan Application (in the form set forth in Exhibit A) to the City Administrator, Riverside City Hall, 2950 Vivion Road, Riverside, Missouri. All Loan Applications must be submitted between January 1 and March 31, or between July 1 and September 30 of each year during normal business hours. All Loan Applications must be accompanied by the following required documentation: Project Description: (i) (ii) (iii) General description of the improvements Plans and specifications for improvements Proposed construction budget, including: (1) Amount of bids obtained for each element of project (2) Amount of funds to be expended by Applicant (3) Amount of loan to be requested from City 1:\CLI ENTS\61492\00045\K0254748. DOC (iv) Proposed construction schedule, including commencement and completion dates (v) Name of contractor to be retained for performance of the project work 2 Certificate of Good Standing, if the Applicant is a corporation, from the Secretary of State of the state in which the Applicant is incorporated. 3 Paid tax receipt evidencing the payment of all real and personal property taxes for the most recent tax year. 4 Paid receipt evidencing the payment of all fees and charges required for all business, occupancy and other licenses necessary for the operation of the Applicant's business. 5 List of all real property or other property that will serve as collateral for the loan (all real property must be listed by street address and legal description). 6 Non-refundable Application Fee in the amount of $225.00 (to cover the costs of application processing). E PROCEDURES FOR LOAN PROCESSING. Determination of Eligibility - (a) The Applicant submits the Loan Application, with required documentation, to the City Administrator. (b) The City Administrator and City Engineer jointly review the Project proposal, which review should include: (i) Site visit and inspection with the Applicant present to determine the existence of blighting conditions (as defined in the TIF Act) on the Project property; L L_ (ii) Comparison of the proposed project to the Program criteria and review of the proposed project to determine whether it will improve, revitalize and remediate the blighting conditions on the Project property; (iii) Discussion with the Applicant of alternative approaches to more closely meet the Program criteria and Plan. (c) The City Administrator and City Engineer jointly report to the Revitalization Committee the results of their review of the Project proposal. 1:\CLf EMS\61492\00045\K0254748. DOC Determination of Credit Worthiness -Upon receipt of the Loan Application, the City Administrator obtains the following information: (i) an ownership and encumbrance certificate from a title company approved by the City covering all real estate that will serve as collateral for the Loan (including the Project property); (ii) a copy of the County tax records relative to the Applicant and the Project property; (iii) a copy of the City licensing records relative to the licenses issued for Applicant's business; and (iv) if applicable, a UCC Search from the Secretary of State and from Platte County regarding any UCC financing statements filed by Applicant. (a) If the ownership and encumbrance report shows that the real estate that will serve as collateral for the Loan is encumbered by a prior lien or liens, the Applicant shall be required to obtain from each such prior lienholder a letter evidencing the status of the loan or loans secured by such prior lien. The Loan Application, together with the required accompanying documentation, the ownership and encumbrance report, the tax records, the license records, the UCC Search results, if any, any status letters from prior lienholders, and the report by the City Administrator and City Engineer shall be delivered to the Revitalization Committee which shall review and analyze the same and (i) determine the eligibility of the Applicant and the Project, (ii) determine the existence of blighting conditions (as defined in the TIF Act) on the Project property, (iii) determine that the Project will improve, revitalize and remediate such blighting conditions, and (iv) recommend approval or disapproval of the loan to the Board (see form of Recommendation and Determination of Eligibility - Loans attached hereto as Exhibit B). The Board reviews the recommendation of the Revitalization Committee and by Ordinance (i) adopts a finding with respect to the existence of blighting conditions on the Project property, (ii) adopts a finding with regard to whether the proposed project will improve, revitalize and remediate such blighting conditions, and (iii) approves or disapproves the loan (see form of Recommendation and Determination of Eligibility -Loans attached hereto as Exhibit B). The approval or denial of the loan shall be communicated to the Applicant by the Board. (a) Any denial of eligibility should be accompanied by a detailed description of the reason for such denial and, if applicable, suggestions for resolving the problems that led to denial. F PROCEDURES FOR LOAN CLOSING. Upon approval of the loan, the City Attorney will prepare the applicable loan documentation and the City and Applicant will close the loan within thirty (30) days after the date of the notice of final approval of the loan. The documentation will include (on standard forms): 1:\C LI ENTS\61492\00045\K0254748. DOC _ (a) Loan Agreement setting forth the terms and conditions of the loan (in form as attached as Exhibit C); L, (b) Promissory Note, bearing interest and upon terms determined by the City (in form as attached as Exhibit D); r L (c) Deed of Trust (if applicable) encumbering any real estate collateral (in form as attached as Exhibit E); L (d) Security Agreement (if applicable) covering all non-real estate collateral (in form as attached as Exhibit F); (e) UCC-1 Financing Statements (if applicable) covering all non-real estate collateral (in form as attached as Exhibit G ; L (f) Personal Guaranty (if applicable) (in form as attached as Exhibit H); (g) Request for Notice of Sale (if real estate collateral is encumbered by a L ~ prior deed of trust) (in form as attached as Exhibit I); (h) Consent of Prior Lienholders (if real estate collateral is encumbered by a L prior deed of trust) (in form as attached as Exhibit J). 2 Upon closing of the loan, the loan proceeds will be deposited into an interest ent until such time as the date of A icin S h h i g g erv e t t bearing escrow account w `'"~'' disbursal, which will occur upon the following: (a) Completion of the project work; (b) Receipt by the City of evidence of Applicant's expenditures on the project (paid invoices, cancelled checks); (c) Issuance of a Certificate of Occupancy or other required approval of the work by the City; u (d) Receipt by the City of evidence of insurance coverage on the property, naming the City as an additional insured (if real estate collateral); L1 (e) Receipt by the Servicing Agent of the City's written authorization to ~~ disburse the loan proceeds; (f) ~ ~ In the event all of the foregoing conditions to disbursal have not been met by the date that is one hundred eighty (180) days after the date of closing, ~i the Board may elect to either (i) extend the time for satisfaction of the foregoing conditions or (ii) terminate the loan, in which even all the loan security the Revolving Loan Fund, all d i t i jl . o n te proceeds shall be re-depos documents shall be released by the City, all other loan related documents ~~~ 1:\CLIENTS\61492\00045\K0254748.DOC ~- ~ shall be declared null and void and the City shall have no further <,1, obligation with regard to the loan. In the alternative, upon the request of the Borrower and the recommendation of the Revitalization Committee, the loan proceeds will be deposited into an interest bearing escrow account with the Servicing Agent for disbursement in periodic progress payments during the performance of the Project work. Each progress payment shall be made as follows: (a) Commencing at the end of the first month after the commencement of the Project work, and continuing at the end of each month thereafter until completion of the Project work (or disbursement of the entire loan proceeds, whichever occurs first), the Borrower shall submit to the City Administrator, an application for payment of a portion of the loan L proceeds including: (i) A certification by the Borrower and its contractor of the portion of L the work that has been completed to date and for which payment is sought; L (ii) A statement of the total amount of loan proceeds disbursed to date and the amount of proceeds being requested for disbursement; (iii) Mechanic's lien waivers executed by each contractor, subcontractor, and material supplier that has performed work or supplied materials for the portion of the work covered by the L application. (b) Upon receipt of each application for payment, the City Administrator shall L inspect the work and confirm the completion of the portion thereof for which application is being made. i (c) Upon confirmation of the completion of the applicable portion of the ~ work, the City Administrator shall, in writing authorize the Servicing Agent to disburse the appropriate portion of the. loan proceeds. L (d) Upon receipt of the City Administrator's written authorization, the Servicing Agent shall disburse the appropriate portion of the loan proceeds U to the Borrower. 4 All interest earned on the loan proceeds from the closing date through the date of ( disbursal shall be deemed Program Income (as hereinafter defined) and shall be L deposited into the Revolving Loan Fund in accordance with Section VII below. L G PROCEDURES FOR LOAN SERVICING. I I `' L ~~ 1:\CLIENTS\61492\00045\K02i4748.DOC 1.... ~~ 1 Upon the closing and funding of each loan, the Servicing Agent shall deliver to the Borrower a payment booklet for such loan which shall include instructions L and the address for delivery of the monthly payments of the loan by the Borrower. 2 Servicing Agent shall collect each monthly payment from each Borrower and credit the City's revolving Loan Fund account for the amount of each such payment received. L 3 On the tenth day of each month during which a Program loan is outstanding, the Servicing Agent shall confirm the receipt of all monthly installments of principal and interest under all outstanding Program Notes. C.. 4 In the event any installment has not been received by such tenth day of the month, the Servicing Agent shall send to each such defaulting Borrower a written notice L of default and demand for payment. (a) The Servicing Agent shall send a successive notice of default to each L defaulting Borrower. every seven (7) days thereafter until such default is cured. L (b) As applicable, the successive notices of default shall include the amounts of any subsequent installments of principal and interest that are not paid when due. 5 In the event a Borrower fails to make the required payments for three (3) --.~.. successive months, the Servicing Agent shall report the same to the Board. The Board shall determine, by a majority vote, whether to (i) submit such loan to the L City Attorney for collection/foreclosure proceedings, or (ii) grant additional time to allow the Borrower to cure the default. ~.. l.. 6 Upon referral of a defaulted loan to the City Attorney for collection foreclosure, the City Attorney shall immediately pursue any and all remedies under the Loan Agreement, Promissory Note and security documents for Borrower's default ~., thereunder, including without limitation, foreclosure of any collateral securing the loan. L 7 The City Attorney is authorized to negotiate on behalf of the City and compromise settlement of any default or delinquency under any loan, provided U that any such compromise settlement must be reported to the Board and must be approved by the Board by a majority vote. (~ III. GRANT REVITALIZATION PROGRAM ~f, Pursuant to the Plan, the City has funded a grant revitalization fund in the amount of ~ ~ $100,000.00 for the purpose of making grants to eligible businesses in order to assist such j;l, businesses in connection with specified improvements to property located in the Redevelopment i Area that are approved by the Board and that facilitate the improvement, revitalization and i ', '~ remediation of blighting conditions on the subject property. ~~ J:\CLIENTS\61492\00045\K0254748.DOC L(( I~I A ELIGIBLE GRANT TERMS. ~.L Grant Amount. The Board is authorized to make grants from the grant fund to eligible businesses and for eligible projects in any amount up to $5,000.00 per property, subject to the terms. and requirements of this Manual. • The grant amount cannot exceed 25% of the appraised value of the property. • The grant amount for new construction cannot exceed 25% of the total contract amount for the improvements. `- B ELGIBILITY CRITERIA. 1 Applicant eligibility: The Applicant must be (i) afor-profit business (including sole proprietorships) with gross annual revenues of less than $500,000 and less than 100 employees during the immediately preceding year, and (ii) the owner of C.. the property on which the Project will be done. 2 Project eligibility: The Project must be located within the Redevelopment Area L and must facilitate the improvement, revitalization and remediation of blighting conditions on the Project property. The Project must be one of the following: (i) , L improvements to a building fagade, (ii) roadside frontage improvements, (iii) other site redevelopment improvements, (iv) parking improvements, (v) streetscape and landscaping improvements, (vi) improvements to comply with the ~ Americans with Disabilities Act, (vii) improvements related to relocation to a business park within the city limits of Riverside, or (viii) other improvements designated and approved by the Board. The Applicant must submit a complete, detailed description of the Project, together with plans and specifications for the Project, as part of the Grant Application. Matching Funds/Amount of Eligibility: Program grants must be used to leverage private investment of at least one dollar for every one dollar of Program investment. Therefore, the Applicant must commit to spend at least matching funds on the Project. Applicant investment, to be classified as "matching", must be made concurrently with a Program grant as part of the same business development project and may include (1) capital invested by the Applicant or others, and (2) other loan financing from private entities, provided, however that the grant funds will not be disbursed to the Applicant until (x) the Applicant investment has been expended on the Project, and (y) the Project work has been completed. (a) One criteria to be used by the Board in evaluating a grant application shall be the level of Applicant investment in the Project above the required minimum matching investment. C GRANT RESTRICTIONS. Disqualified Applicants: J: ~.C LI ENTS\61492\00045\K0254748. DOC L (a) A public (governmental) or quasi-public organization is not eligible to ~, receive Program financial assistance unless (i) the Project financed L directly benefits or will directly benefit identifiable business concerns, and (ii) there is reasonable assurance that the Project financed will result in increased business activity in the Redevelopment Area in the near term. 2 Prohibited use of Program grant proceeds: No Applicant may use the proceeds of a Program grant to (i) pay off or refinance existing debts, (ii) pay salaries or owner's draws, (iii) pay for the purchase, or down payment for the purchase of real estate, (iv) pay any payroll, income, real estate or other taxes or assessments, (v) make a loan to itself or to a related organization, (vi) invest in interest bearing accounts, certificates of deposit, or other investments not related to the objectives of the Program, (vii) acquire an equity position in a private business, (viii) subsidize interesl payments on an existing loan, (ix) provide the equity contribution required of borrowers under other loan programs, or (x) acquire an interest in a business, either through the purchase of stock or through the acquisition of assets. To preclude ineligible uses of Program funds, the purpose of each Program grant should be clearly stated in the grant agreement. D GRANT APPLICATION. ~- Interested Applicants must apply for Program grant assistance by submitting a completed Grant Application (in the form set forth in Exhibit K) to the City Administrator, Riverside City Hall, 2950 Vivion Road, Riverside, Missouri. All Grant Applications must be submitted between ~~-'~ January 1 and March 31, or between July 1 and September 30 of each year during normal business hours. All Grant Applications must be accompanied by the following required documentation: 1 Project Description: (a) General description of the improvements; (b) Plans and specifications for improvements; (c) Proposed construction budget, including: (i) Amount of bids obtained for each element of project; (ii) Amount of funds to be expended by Applicant; (iii) Amount of grant to be requested from City; (d) Proposed construction schedule, including commencement and completion dates; (e) Name of contractor to be retained for performance of the project work. J:\CLIENTS\61492\00045\K0254748. DOC L . L 2 Non-refundable Application Fee in the amount of $75.00 (to cover the costs of application processing). E PROCEDURES FOR GRANT PROCESSING. 1 Determination of Eligibility: (a) The Applicant submits its Grant Application, with required documentation, to the City Administrator. L 1~1 LL (b) (c) The City Administrator and City Engineer proposal, which review should include: (i) (ii) (iii) jointly review the Project Site visit and inspection with the Applicant present to determine the existence of blighting conditions (as defined in the TIF Act) on the Project property; Comparison of the proposed project to the Program criteria and review of the proposed project to determine whether it will improve, revitalize and remediate the blighting conditions on the Project property; Discussion with the Applicant of alternative approaches to more closely meet the Program criteria and Plan. L L L L L ~L ~. (d) (e) The City Administrator and City Engineer jointly report their findings to the Boa d todthe Boa d (seegrformrofeGrantf Eligibility Recommrendation/ Apph Board Approval attached as Exhibit L). The Board reviews findings and recommendation of eligibility of Project and Applicant with input from City Administrator, City Engineer and Applicant. The Boazd by Ordinance (i) adopts a finding with regard to the existence of blighting conditions (As defined in the TIF Act) on the Project property, (ii) adopts a finding with regazd to whether the proposed pro(ect will improve, revitalize and remediate such blighting conditiooveslor determines eligibility of Project and Applicant, and (iv) app disapproves the grant and notifies City Administrator and Applicant of approval or disapproval (see form of Grant Eligibility Recommendation/ Board Approval attached as Exhibit L). 2 Upon approval of the grant, the City Attorney will prepare the Grant Agreement (in form as attached as Exhibit M), and the City and Applicant will execute such Agreement within thirty (30) days after the date of Board approval of the grant. 1:\C LIENTS\61492\00045\K0254748. DOC 3 Upon execution of the Grant Agreement, the ant roceeds will be 1,~, ~' p deposited mto L an interest bearing escrow account with the Servicing Agent until such time as the date of disbursal, which shall occur upon the following: (a) Completion of the project work and delivery by the Applicant to the City Administrator of proof of completion; (b) Receipt. by the City Administrator of evidence of Applicant's _ expenditures on the project (paid invoices, cancelled checks); (c) Issuance of a Certificate of Occupancy or other required approval of the work by the City; (d) Receipt by the Servicing Agent of the City's written authorization to disburse the grant proceeds; (e) In the event all of the foregoing conditions to disbursal have not been satisfied by the date that is one hundred eighty (180) days after the date of execution of the Grant Agreement, the Board may elect to either (i) extend the time for satisfaction of the foregoing conditions, or (ii) terminate the grant, in which event all of the grant proceeds shall be re-deposited into the Grant Fund, the Grant Agreement shall be terminated and rendered null and void and the City shall have no further obligation with regard to the grant. 4 All interest earned on grant proceeds from the date of execution of the Grant Agreement through the date of disbursal shall be deemed Program Income (as hereinafter defined) and shall be deposited into the Revolving Loan Fund in accordance with Section VII below. IV. CITY AUTHORITY A REVITALIZATION COMMITTEE. The Revitalization Committee shall consist of four members as follows: (i) the City Administrator, (ii) the City Engineer, (iii) a representative of the Servicing Agent, and (iv) the City's accountant. Each member (other than the City Administrator and the City Engineer who shall be permanent members of the Committee) shall serve for a term of three years, provided that the Board, by majority vote, may remove any or all members at any time with or without cause. Upon the expiration of the term of, or the removal of, a member, the Mayor, subject to and with the consent and approval of a majority vote by the Board, shall appoint a replacement member who shall be a qualified individual and the Mayor shall use best efforts to include business professionals such as commercial loan officers, appraisers, accountants, realtors and redevelopment experts. Members of the Board are eligible to serve on the Revitalization Committee. B COMMITTEE AUTHORITY. ~' J: \C Lf ENTS\61492\00045 \K0254748. DOC The Revitalization Committee shall have the authority to (i) determine and make recommendations to the Board regarding the existence of blighting conditions on proposed project properties, (ii) determine and make recommendations to the Board regarding whether a - proposed project will improve, revitalize and remediate such blighting conditions, and (iii) review and recommend to the Board approval or disapproval of all applications for Program loan assistance, in accordance with the policies and procedures and Terms and Conditions of the '~- Program and otherwise in its sole and absolute discretion. The Board may elect to follow or reject any recommendation of the Revitalization Committee with regard to any loan application L in the sole and absolute discretion of the Board. C CITY AUTHORITY TO CHANGE POLICIES. L The City shall promulgate policies and procedures applicable to all Program grant and loan recipients to safeguard the public's interest in the Program assets, and to promote effective use of L the funds in accomplishing the purpose for which they were provided. Pursuant to this obligation, grant and loan terms and conditions require recipients to comply with changes in regulations and other requirements and policies that the City may issue from time-to-time. Such L changes apply to actions taken by all recipients, existing and prospective, after the effective date of the changes. Loans made prior to the effective date of the changes are not affected unless so required by law. The City's policy is to administer Program grants and loans uniformly, but it is L understood that there maybe situations warranting a variance. To accommodate these situations and to encourage innovative and creative ways to address the goals of the Program and the Plan, requests for variances to the requirements of this Manual will be considered if they are consistent with the goals of the Program and the Plan, make sound economic and financial sense, and do `''''' not conflict with applicable legal requirements. L D TERMS AND CONDITIONS. The standard terms and conditions, as may be amended, together with all of the other L requirements contained in this Manual, constitute the requirements, hereinafter referred to as "Terms and Conditions," applicable to all Program grant and loan recipients. This Manual is designed to clarify and administratively implement those requirements. L E TERMINATION OF PROGRAM. L The City may elect, at any time and upon a majority vote of the Board, to terminate either the loan portion of the Program, the grant portion of the Program or the Program as a whole. In such event, the funds held pursuant to the terminated portion of the Program shall be remitted to the City and no further grants or loans (as the case may be) shall be processed or completed. All -- such loans or grants (as the case may be) that are in process but not yet disbursed at the time of ion shall be deemed denied and terminated and the City shall have no obligation to termmat disburse such funds to the borrower/grantee. All loans that have been disbursed prior to the date `- of termination (if the loan portion of the Program is terminated) shall remain in place in accordance with their terms and the City Administrator shall remain responsible for monitoring, L servicing and enforcing such loans. ~ I V. ADMINISTRATIVE RESPONSIBILITIES L J:~CLIENTS~61492\00045VC0254748.DOC ~i ~ A REASONABLE LENDING PRACTICES. The City is required to operate the loan portions of the Program in accordance with lending practices that are reasonable and consistent with the purposes and goals of the Plan. Such practices cover loan processing, documentation, servicing and administrative procedures, as outlined herein. The City shall follow all applicable laws and filing requirements as necessary to perfect, maintain and enforce security interests in collateral for all Program loans and to protect all of the public assets and funds. B PROTECTION OF PROGRAM ASSETS The City is required to act reasonably and in accordance with the purposes and goals of the Plan to protect the interests of the Program, through collection, foreclosure, or other recovery actions on defaulted loans. 2 The City is required to deposit the grant funds and loan funds into separate interest-bearing federally insured accounts with the Servicing Agent. The account into which the grant funds are deposited shall be designated the "Gateway Grant Fund" and the account or accounts into which the loan funds are deposited shall be designated the "Gateway Revolving Loan Fund #_". The loan funds shall be deposited into accounts in such a manner that all such funds shall be covered by federal deposit insurance. The Board may, from time to time in its discretion, move all or part of the Gateway Grant Fund or the Gateway Revolving Loan Funds from one account to another or from one financial institution to another in order to minimize Program Administrative Costs and/or maximize Program Income, provided that all such funds and accounts shall be covered at all times by federal deposit insurance. L C PROGRAM REQUIREMENTS APPLICABLE TO GRANTEES AND BORROWERS. All prospective grantees and borrowers must be informed of, and comply with, the requirements of the Program and the Plan that apply to activities carried out with Program grants and loans. The City is responsible for developing an appropriate review process in accordance with the intent of the Program and the Plan in order to insure compliance with the requirements thereof. The process shall include disapproval of grant and loan projects which would adversely impact the goals of the Plan. The City must act diligently to correct instances of noncompliance by grantees and borrowers, including the recall of grants and loans, if necessary. D CONFLICTS OF INTEREST. The City shall not make Program funds available to a business entity if the owner of such entity ~-- or any owner of an interest in such entity is related by blood, mamage, law or business arrangement any member of the Board, or a member of any other agency which advises, L~ 1:\C LI ENTS\61492\00045\K0254748. DOC i -~ approves, recommends or otherwise participates in decisions concerning Program loans or grants. No officer, employee, or member of the City government, including the Board, or person related to the officer, employee, or member of the Board by blood, marriage, law, or business arrangement shall receive any benefits resulting from the use of loan or grant funds, unless the officer, employee, or Board member affected first discloses to the Board as a whole, on the public record, the proposed or potential benefit and receives the Board's written determination that the benefit involved is not so substantial as to affect the integrity of the City's decision process and of the services of the officer, employee or board member. An officer, employee of the City or Board member shall not solicit or accept, directly or indirectly, any gift, gratuity, favor, entertainment or any other thing of monetary value, for himself or for another person, from any person or organization seeking to obtain a loan or any portion of the grant funds. 2 Former Board members and/or officers of the City are ineligible to apply for or receive loan or grant funds for a period of one year from the date of termination of his/her services. E CIVIL RIGHTS. The City agrees that Program funds will be made available on a nondiscriminatory basis and that no applicant will be denied a loan or grant on the basis of race, color, national origin, religion, age, handicap, or sex. The City agrees to market the Program to prospective qualified minority and women borrowers. The City shall include a provision in the Program loan documents that prohibits borrowers from discriminating against employees or applicants for employment or providers of goods and services. The City agrees to monitor borrower compliance with all applicable federal and State civil rights laws. VI. PROGRAM ADMINISTRATIVE COSTS A GENERAL REQUIREMENTS. The City is responsible for the administrative costs associated with operating the Program. As Program funds are disbursed for loans and the Program begins to generate income from lending - activities, such income (referred to as "Program Income" and defined in Section VII.A), as distinguished from principal repayments, may be used to cover eligible, reasonable, and documented administrative costs necessary to operate the Program. When Program Income is " used for administrative expenses, rather than added to the Program capital base for lending, such use of Program Income shall be reflected on the Program Income and Expense Statement as discussed in Section VII.C. Costs eligible for reimbursement from Program Income include the " Servicing Agent's costs, expenses and fees, Program staff salaries and fringe benefits, Program- related training, marketing, general administration, business counseling and management assistance, portfolio management, materials and supplies, equipment rental -and acquisitions prorated based on Program usage, outside professional services, insurance, loan closing costs and ~' the costs to protect collateral subsequent to foreclosure. Program administrative costs may be 1:1CL1 ENTS\61492\00045\K0254748. DOC separated into direct and indirect costs. Direct costs are those that can be identified specifically with a particular cost objective, such as a particular loan; indirect costs are those that are incurred for a common or joint purpose benefiting more than one Program or cost objective and are not - readily assignable. All costs charged against Program Income must be supported by formal accounting records and source documentation. At the election of the Board, the City may request that the Program costs attributable to a specific loan be either (i) reimbursed by payment from the Applicant/Bon ower to the City (which payment shall be deposited into the revolving loan fund as Program Income), or (ii) capitalized by inclusion of such costs in the principal amount of the loan. 2 Prior to or concurrently with disbursement of Program funds, the City Administrator is required to certify to the Board that all conditions to disbursement have been satisfied, including receipt of evidence of (i) completion of the project work, (ii) expenditure of the required Applicant investment, (iii) Applicant's receipt of all necessary certificates of occupancy and other City approvals of the Project work, and (iv) completion by the City Administrator of a site inspection of the project work. VII. PROGRAM INCOME A DEFINITION. ~ . ~~ Program Income includes interest earned on outstanding loan principal, interest earned on accounts holding Program funds not needed for immediate lending, all loan fees and loan-related L .charges received from borrowers, and other income generated from Program operations. In accounting for Program Income, any proceeds from the sale, collection, or liquidation of a defaulted loan, up to the amount of the unpaid principal, will be treated as repayments of principal and placed in the Program fund for lending purposes only. Any proceeds in excess of ~- the unpaid principal will be treated as Program Income. B PRINCIPAL REPAYMENTS. L Principal repayments from active Program loans that are received by the City must be placed L immediately in the Program loan fund (the "Revolving Loan Fund") to be available for relending only. C ADMINISTRATIVE REQUIREMENTS. L During all periods in which the Program fund receives Program Income the City Administrator L and the Servicing Agent must comply with the following provisions: 1 ACCOUNTING RECORDS: the City Administrator and the Servicing Agent must maintain adequate accounting records and source documentation to L substantiate the amount and percent of Program Income expended for eligible + j Program administrative costs. Records must be retained by the City y-' Administrator for at least three years. L 1:\C LI ENTS\61492\00045\K0254748. DOC L ~ 2 The Servicing Agent shall submit to the City Administrator at the end of each `„l, calendar month, a monthly report showing the then-currently outstanding balances L of all Program loans, the amounts received during such month as payments of such Program loans and the payment status of each Program loan. L 3 PROGRAM INCOME AND EXPENSE STATEMENT: the City Administrator must complete the Program Income and Expense Statement (Program Income Statement) located in Exhibit N, and submit such Program Income Statement to L the Board within 90 days after the end of the City's fiscal year. VIII. STANDARD TERMS AND CONDITIONS L A PROGRAM PERFORMANCE NOTIFICATION. L The Borrower/Grantee shall inform the City as soon as the following types of conditions become known: ( 1 Problems, delays, or adverse conditions that materially affect the meeting of time L. schedules or preclude the completion of Project work by established time periodg. This disclosure shall be accompanied by a statement of the action taken, or ~ contemplated by the Borrower/Grantee, and any City assistance needed to resolve ~L the situation. B ENVIRONMENT. ~~ The Borrower/Grantee shall indemnify and hold the City harmless from and against all liabilities L that the City may incur as a result of providing an award to assist, directly or indirectly, in the preparation of site(s) or construction, renovation or repair of any facility or site(s), if applicable, to the extent that such liabilities are incurred because of ground water, surface, soil or other L conditions caused by operations of the borrower/grantee or any of its predecessors on the property. C COVENANT AGAINST CONTINGENT FEES. Unless otherwise specified in the Loan Agreement or Grant Agreement, the Borrower/Grantee j warrants that no person or selling agency has been employed or retained to solicit or secure the L loan or grant upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee. For breach or violation of the warrant, the City shall have the right to cancel the loan or grant without liability or, at its discretion, to deduct from the award sum, or otherwise L recover, the full amount of such commission; percentage, brokerage, or contingent fee. L D CNIL RIGHTS. L, The Borrower/Grantee must agree that Program funds will be used on a nondiscriminatory basis and that no use thereof will result in any denial of any individual rights on the basis of race, ~ ~-- color, national origin, religion, age, handicap, or sex. The Borrower/Grantee is prohibited from ~L L\CLIENTS\61492\00045\K0254748.DOC discriminating against employees or applicants for employment or providers of goods and services in any manner or respect in connection with the Program or the use of Program funds. The Borrower/Grantee agrees to comply with all applicable federal and State civil rights laws. IX. MONITORING The City must monitor grant and loan recipients for compliance with the Terms and Conditions of the Program. Monitoring and performance assessments are to be based on periodic reports submitted by the City Administrator, audits (as necessary), and site visits by the City Administrator. A REPORTS 1 GRANT STATUS REPORTS. C.- The City Administrator shall submit to the Board on asemi-annual basis, a Grant Status Report (in form as attached as Exhibit O) showing (i) the number of grants made to date, (ii) the amount ~ of each grant made, (iii) the total amount of grant funds disbursed to date, (iv) the status of each L project for which a grant application has been received or for which a grant has been made, (v) , the amount of available funds remaining in the Gateway Grant Fund, and (vi) the status of any defaults by grantees under any Grant Agreement. L 2 REVOLVING LOAN FUND PERFORMANCE REPORTS. The City Administrator shall submit to the Board on asemi-annual basis, a Revolving Loan Fund Performance Report (in form as attached as Exhibit P) showing (i) the number of loans made to date, (ii) the amount of each loan made, (iii) the total amount of loan funds disbursed to date, (iv) L.. the status of each project for which a loan application has been received or for which a loan has been made, (v) the amount of available funds remaining in the Gateway Revolving Loan Fund, j and (vi) the status of any defaults by borrowers under any Loan Agreement, Promissory Note or L other document. 3 ANNUAL REPORTS. L Within 30 days after the end of each Fiscal Year of the City, the City Administrator shall submit to the Board an Annual Report (in form as attached as Exhibit )which will include (i) a L, summary of all of the information shown on the Grant Status Reports for such Fiscal Year, on an annualized basis (ii) a summary of all of the information shown on the Revolving Loan Fund i Performance Reports for such Fiscal Year, on an annualized basis, (iii) the amount of all !~. Program Income for the Fiscal Year, (iv) the amounts of Program Income spent on Program Administrative Costs, with a breakdown by amount for each such Cost, (v) the then-current balance of the Revolving Loan Funds, reconciled with the latest bank statements, (vi) the then- .- current balance of the Gateway Grant Fund, reconciled with the latest bank statements, and (vii) the status of any defaults by, or disputes with, Borrowers or Grantees under any Loan ` Agreement, Grant Agreement, Promissory Note or other document. L i'~, ~- L 1:\CLI ENTS\61492\00045\K0254748. DOC ~ B AUDITS. ~~ The City, or any of its duly authorized representatives, shall have access to any pertinent books, documents, papers and records of the Borrower/Grantee, whether written, printed, recorded, produced or reproduced by any mechanical, magnetic or other process or medium, in order to make audits, inspections, excerpts, transcripts or other examinations as authorized by law. C SITE VISITS. The City Administrator will periodically schedule site visits to review the grant and loan recipient's compliance, monitor progress and evaluate the effectiveness of the Program in supporting the area's economic adjustment process and strategic objectives. D LOAN AND GRANT RECORDS. _ Loan Applications, grant files and related documents and records shall be retained by the City Administrator over the life of the loan and for a three year period from the date of final disposition of the loan. The date of final disposition of the loan is defined as the date of: 1 full payment of the principal, interest, fees, penalties, and other fees or costs associated with the loan; or 2 final settlement or write-off of any unpaid amounts associated with the loan. 3 If any litigation, claim, negotiation, audit or other action involving the Program or its assets has commenced before the expiration of the three-year (or five-year) period, all administrative and program records pertaining to such matters shall be _ retained until completion of the action and the resolution of all issues which arise from it, or until the end of the regular three-year (or five-year) period, whichever is later. 4 The record retention periods described in this section are minimum periods and such prescription is not intended to limit any other record retention requirement of law or agreement. Any records retained for a period longer than so prescribed shall be available for inspection the same as records retained as prescribed. ,J 1:\C LIENTS\61492\00045 \K0254748. DOC I ~ateway Revitalization Grant and Loan Program f ~. BORROWER INFORMATION - Corporate cNiA (f laaivlaaal burrowed Company name ......... City Principal in Chazge Phone ( ) State of Organization Tax ID# Loan Application State Zip _ Fax ( ) Type of business Date Established Type of entity (check one) ~ Proprietorships Partnership ~ Corporation ~ LLC *Please attach appropriate doctunentation (i.e., Partnership Agreement, LLC Documents, Articles of Incorporation) BORROWER OWNERSHIP- Corporate tNiA Irtaal~Iaaat burruwerl Name Name Name Title Title Title % of Ownership % of Ownership % of Ownership - ORRO WER INFORMATION Indivtdual To be completed by Ind~eidual Borrower and each pnncipal of Bortower and each Guarantor of the Loan Name FIRST MIDDLE MAIDEN LAST Date of birth Place of birth Social Security No. U.S. Citizen - if not, please provide alien registration number . Home address City State Zip From To Home hone p Business Phone immediate past address City State Zip ' Are you employed by the City of Riverside? If so. give the name of the a enc and 8 Y position Spouse's name ' FIRST MIDDLE ~ MAIDEN LAST Date of birth Place of birth Social Security No. REFERENCES - Both Corporate and Individual Borrowers Bank name Acct. no. Acct. officer Phone _ .. EXHIBIT A I i L ~. r+a var. yr IVVR DVJII`1 L'JJ-IfOIr1 Nature of your business Number of employees (current): PROJECT INFORMATION Street address of project City Brief description of Project work: Number of new jobs created after Project: State Zip Please attach plans and specifications for improvements; proposed construction schedule. Name of the holder of title to Project property: Name of contractor retained to perform Project work:_ TOTAL PROJECT COSTS CONSTRUCTION PROJECT _ ~id price for construction of project work Architects, permits, other soR costs ^ Equipment cost Other Country *For new construction -Loan amount cannot exceed 25% of Total Project Cost _ MISCELLANEOUS QUESTIONS PLEASE ANSWER THE FOLLOWING QUESTIONS, AND PROVIDE THE APPROPRIATE INFORMATION IF APPLICABLE Do you or your spouse or any member of your household, or anyone who owns, manages, or directs your business or their spouses or members of their households work for or hold public office in the City of Riverside, Missouri or any agency of the Ciry? [f so, please provide the name and address of the person and the office. If not applicable check here .re you buying machinery or equipment with your loan money? If so, you must include a list of the equipment and cost as quoted by the seller and his name and address (Attach invoices if available). If not applicable check here Description Make/Model Seller Quantity Cost and Individual Borrowers r x Total Project Cost $ SOURCE OF FUNDS Bank loan $ Borrower Investment $ Requested Program Loan $ Total $ F..XHiRAT A AUTHORIZATION TO RELEASE INFORMATION UWe hereby authorize the release to the City of Riverside, Missouri of any information they may require at any time for any purpose related to my/our credit transaction with them. UWe further authorize the City of Riverside, Missouri to release such information to any entity they deem necessary for any purpose related to my/our credit transaction with them. I authorize the City of Riverside, Missouri to make inquiries as necessary to verify the accuracy of the statements made and to determine my creditworthiness. [/We hereby certify that the enclosed information, including any attachments or exhibits provided here within or at a later date, is valid and correct to the best of my/our knowledge. These statements are made for the purpose of either obtaining a loan or guaranteeing a loan. Name of applicant(s) r L, Signature of applicant(s) Date ~ I; Name of applicant(s) L `'Signature of applicant(s) Date_ f ~- Required Attachments: Certificate of Good Standing (if corporate borrower) Paid Real Property and Personal Property Tax receipts ~y Paid Business/Occupancy License receipts List of all real estate and other property to serve as collateral L L ~1 ~Q ~.1~ i EXHIBIT A RECOMMENDATION AND DETERMINATION OF ELIGIBILITY -LOANS Applicant: Address of Project: Total Project Cost: $ RLF Loan Amount: $ The Revitalization Committee fmds: The following blighting conditions exist on the Project property: ~. L- C L L i ,~ No blighting conditions exist on the Project property. The Reevitalization Committee recommends: ^ Approval of the above Applicant and the above Project for a Gateway Revitalization loan in the above amount on the basis of the following Applicant is eligible Applicant meets Program Criteria Project is eligible Project meets Program Criteria and will improve, revitalize and remediate the above- notedblighting conditions on the Project property Brief Project Description: Applicant meets Program credit standards Other Comments: Recommended Loan Terms: Term ofLoan - years Interest Rate - % per annum ^ Denial of the above Applicant and/or the above Project for a Program loan for the following reasons (see attached for conditions under which loan may be reconsidered): GATEWAY REVITALIZATION COMMITTEE By: CITY OF RIVERSIDE, MISSOURI CITY ADMINISTRATOR L Dated this day of , 2002 t_ , II, ... EXHIBIT B i Attachments: Loan Application (w/attachments) Real Property and Personal Property Tax Records - Business License Records UCC Search (if applicable) Ownership and Encumbrance Certificate L L r L L i.. [UPON APPROVAL OF LOAN BY BOARD, THIS FORM (W/ATTACHMENTS) SHOULD BE ATTACHED TO THE APPROVAL ORDINANCE AS AN EXHIBIT] 1:\CL[EMS\61492\00045\K0255429. DOC T __.., _ BILL NO. 2002- ORDINANCE NO.2002- ~, AN ORDINANCE ADOPTING THE RECOMMENDATION OF THE GATEWAY GRANT AND LOAN REVITALIZATION PROGRAM REVITALIZATION COMMITTEE AND APPROVING THE APPLICATION OF [insert applicant's name] WHEREAS, the Board of Aldermen is charged with protecting the public health, safety and general welfare of the citizens of the City; and WHEREAS, in an attempt to carry out this duty, the Board and the City have adopted the Gateway Grant and Loan Revitalization Program (the "Program"), the purpose of which is to make grants and loans to businesses within certain boundaries so that such businesses may improve their facilities and to facilitate the improvement, revitalization and remediation of blighting conditions within such boundaries; and WHEREAS, a component of the Program requires the creation of the Gateway Grant and Loan Revitalization Program Revitalization Committee (the "Revitalization Committee") which reviews, and makes recommendations to the Board on, applications for loans made pursuant to the Program; and WHEREAS, [insert applicant's name] ("Applicant") has submitted an application under the Program's Terms and Conditions (the "Application") for loan- funding for a proposed improvement project on property located at [insert property address/description] (the "Property"); and WHEREAS, the Property is within the boundaries of that area which has previously been declared blighted by the Riverside Tax Increment Financing Commission, and the Revitalization Committee has confirmed that one or more blighting conditions do in fact exist at or on the Property; and, WHEREAS, the Revitalization Committee has recommended that the Board of Aldermen approve and accept the Application, NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. The Board of Aldermen hereby finds that the Property is within a blighted area as that term is defined at RSMo. § 99.800-99.865, and the Board of Aldermen further finds that the specific Property itself is blighted. Section 2. The Board of Aldermen hereby finds that the proposed project described in the Application will improve, revitalize and remediate the blighting conditions that exist on the Property. Section 3. The Board of Aldermen hereby adopts the Revitalization Committee's recommendation to approve the Application and does hereby approve and accept the Application. The Board of Aldermen agrees to lend to Applicant [insert dollar amount] on the terms and conditions set forth on the Recommendation and Determination of Eligibility -Loans attached hereto and incorporated herein by this reference. Section 3. This Ordinance shall become effective immediately upon final passage and approval by the Mayor. Passed this day of , 200 Mayor ~.1~ ~~ ATTEST: City Clerk 1:\CLIENTS\61492\0004SK026561 LDOC 2 1 ~ ___ _ _. LOAN AGREEMENT In consideration of the mutual covenants and agreements contained herein, Lender agrees to make and Borrower agrees to accept, as of this day of , 20_, a loan in accordance with and subject to the terms and conditions set forth in this Loan Agreement (this "Agreement"). ARTICLE ONE PARTICULAR TERMS AND DEFINITIONS 1.01 Lender and Address: City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 1.02 Borrower and Address: L ~, t .03 Note: The promissory note evidencing Borrower's indebtedness for the Loan in the principal face amount of $ and all renewals, extensions, modifications ~ and replacements thereof. ~ 1.04 Plans: Plans and specifications entitled L prepared by ,and dated ,and all amendments and modifications thereof, approved by L Lender. 1.05 Completion Date: , 20_ ~-- 1.06 Contractor and Address: `' 1.07 Improvements: Any and all alterations, improvements and other structures and L landscaping located on, or hereinaRer located on, the Property. 1.08 Loan Documents: All documents and instruments executed or submitted in ~ ' connection with the Loan, including but not limited to this Agreement, the Note, the Security i EXHIBIT C Instrument; title insurance binder or policy; survey; Plans; and any Borrower's affidavit, cost breakdown, insurance policies, requisitions for advances, opinions of counsel, and letters of any governmental authority, provider of utilities, architect, engineer or other consultant, as applicable. 1.09 Loan Program: The Gateway Grant and Loan Revitalization Program adopted by Lender pursuant to the Redevelopment Plan. 1.10 Property: The property encumbered by the Security Instrument. 1.11 Redevelopment Plan: The Gateway Redevelopment Plan adopted by the City of Riverside on , 2001 by Ordinance 1.12 Security Instrument: The Deed of Trust or Security Agreement of even date securing the Note from Bon ower to Lender. ~" 1.13 Borrower Investment: $ L 1.14 Loan: The loan from Lender to Borrower in the amount of $ ,with a term of years, bearing interest at the rate of _% per annum, payable in equal monthly installments of principal and interest. L ~ ARTICLE TWO REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER `~ ~ Borrower represents, warrants and agrees, which representations, warranties and 1_ agreements will be deemed to be made with each advance hereunder and will survive the making of any and all advances, as follows: 2.01 As of this date and at the time of the recording of the Security Instrument, no work (including clearing and grading) has been done on the Property by the Borrower or anyone else acting for or on behalf of the Borrower, and no materials have been placed on the Property by any materialmen or by anyone else, except for any such work the cost of which has been paid in full. 2.02 The Plans do, and the Improvements when constructed will, comply with all l._. applicable restrictive covenants, zoning ordinances, building laws and codes, and other governmental regulations and requirements, including without limitation all of the requirements of i the Loan Program and the Redevelopment Plan. L 2.03 Borrower will disclose to Lender, upon request, the names of all persons with whom Borrower has contracted or intends to contract for any construction or for the famishing of ~- labor or materials therefor, and when required by Lender obtain the approval by Lender of all such persons. L 2.04 The Improvements will be completed substantially in accordance with the Plans with only such changes as may be approved in writing by Lender, and the construction of said ~' EXHIBIT C Improvements will be completed on or before the Completion Date notwithstanding delays \..L caused by fire, flood or other abnormal adverse weather conditions not reasonably anticipated. 2.05 The proceeds of the Loan disbursed under this Agreement will be used solely for the purchase of materials, labor, services, costs, and expenses incurred in connection with the construction of the Improvements, or for such other costs and expenses agreed to by Lender in writing. The proceeds of the Loan shall not be used to (i) pay off or refinance existing debts, (ii) pay salaries or owner's draws, (iii) pay for the purchase, or down payment for the purchase of real estate, (iv) pay any payroll, income, real estate or other taxes or assessments, (v) make a loan to Borrower or to a related organization, (vi) invest in interest bearing accounts, certificates of deposit, or other investments not related to the objectives of the Loan Program, (vii) acquire an equity position in a private business, (viii) subsidize interest payments on an existing loan, (ix) provide the equity contribution required of borrowers under other loan programs, or (x) acquire an interest in a business, either through the purchase of stock or through the acquisition of assets. f 2.06 Borrower will promptly notify Lender in writing of (i) any default or event which, L with the giving of notice or lapse of time or both, would constitute a default hereunder, and (ii) any litigation or other proceedings before any court or governmental or administrative authority against Borower or affecting Borrower's assets (including without limitation the Property) which would, if successful, materially affect Borrower or Borrower's assets, and (iii) any notices of any default under any contract for construction or famishing of any labor or materials for the Improvements, ~ whether from Contractor, any sub-contractor, fabricator of special materials or other material ~, J, supplier. 2.07 In addition to the Loan proceeds, Bon ower shall expend its own funds in an amount not less than the Borrower Investment in payment for materials, labor, services and other costs in connection with the construction of the Improvements. The amount of Borrower's funds as expended, together with the monies to be advanced to Borrower under this Agreement are sufficient to fully construct the Improvements and pay all expenses necessary for such construction. 2.08 Borrower shall comply with any and all Terms and Conditions of the Loan Program and Redevelopment Plan, including without limitation all requirements relating to civil rights, it being acknowledged by Borrower that it is familiar with all such Terms and Conditions. 2.09 Borrower will reimburse Lender for all expenses of any kind which may be incurred by Lender in connection with or arising out of this Agreement, and Lender may deduct from any advance to be made under this Agreement any amount necessary for the payment of (i) any unpaid interest owing to Lender hereunder, and/or (ii) any fees, expenses, charges, liens or encumbrances relating to the construction of the Improvements or upon the Property, and all sums so deducted or applied will be deemed advances under this Agreement. 2.10 Borrower indemnifies and holds Lender harmless from any and all actions, claims, demands, damages, costs, expenses, and other liabilities, including but not limited to attorney's EXHIBIT C T ~; I fees, which Lender may incur that in any way relate to or arise out of the construction of the ~f, Improvements, including but not limited to those arising out of the negligence of Lender. 2.11 There are no pending lawsuits or judgments against Borrower which may in any way impair the ability of Borrower to fully perform all agreements contained in this Agreement or which may affect the Property or Loan Documents. 2.12 Borrower shall permit Lender or its representatives, at any reasonable time and from time to time, to enter upon the Property to inspect the same including all materials used in the construction of the Improvements. Upon receipt of written request from Lender, Borrower shall cause to be corrected any structural or other defects in the Property or any departure from the Plans not approved by Lender. 2.13 So long as the Loan is outstanding, Borrower will not, without the prior written consent of Lender (i) waive, assign or transfer any of Borrower's rights, powers, duties or obligations under this Agreement, or (ii) sell, transfer, convey, assign, encumber or otherwise dispose of any of the Property or collateral for the Loan. 2.14 So long as the Loan is outstanding, Borrower shall maintain insurance coverage on the Property and on all collateral for the Loan in the amounts and types of coverage required under the Security Instrument, and Borrower shall provide to Lender a certificate or certificates of insurance evidencing the existence of such coverage. f Lam, ARTICLE THREE CONDITIONS PRECEDENT TO LENDER'S OBLIGATION r TO DISBURSE PROCEEDS Subject to the provisions of this Agreement, and also subject to the terms and conditions of the Loan Documents, Lender will disburse to Borrower the Loan proceeds in the face amount of the Note in one lump sum payment on the date on which all of the Conditions set forth herein are satisfied. Lender's obligation to disburse will be subject to the satisfaction of the following conditions, and Lender may, in Lender's sole discretion, require Borrower to deliver wri"tten evidence of compliance with such conditions. 3.01 The Property is free and clear of all liens and encumbrances except the Security Instrument of Lender and other encumbrances acceptable to Lender. 3.02 All evidence, statements and writings required to be famished under the terms of ~- this Agreement and all other Loan Documents have been delivered to Lender are true and correct and omit no material fact, the omission of which may make them misleading. i ~- 3.03 All bills for labor, materials and fixtures used in the construction of Improvements have been paid, and no one is asserting, or is in a position to assert, a lien with respect thereto. L ~~ L EXHIBIT C 3.04 No Event of Default, as herein defined, shall have occurred, or there does not exist an event which, with the giving of notice or lapse of time or both, would constitute a default under any of the Loan Documents. 3.05 The construction of the Improvements has been completed in accordance with the Plans and satisfactory evidence thereof has been furnished to Lender 3.06 Lender has received the following in form and substance satisfactory to Lender: (a) If the Loan is secured by a deed of trust on the property, a mortgagee's policy of title insurance in the amount of the Loan showing Borrower as the owner of fee simple title to the Property and insuring the Security Instrument as a valid lien on the Property subject only to such exceptions as Lender has specifically approved. (b) A written statement specifying in detail the cost of all labor and materials furnished in connection with the construction of the Improvements since the date of this Agreement and showing that the aggregate amount of such costs is equal to or greater than the sum of the Loan Proceeds and the Borrower Investment. Such statement must be accompanied by invoices and receipts and evidence of payment thereof by Borrower. ` (c) Any consents, certificates, approvals, permits, licenses, bonds, agreements, releases, lien waivers, evidence of partial or final completion, bills, invoices, receipts or such other documents as Lender reasonably requires. I` ~.i (d) Certificates of insurance evidencing the insurance coverage required to be maintained by Borrower under the Security Instrument. 3.07 The Property, or any portion thereof, has not been (i) condemned or threatened with condemnation or (ii) damaged unless, in the judgment and opinion of Lender, sufficient insurance proceeds have been received, and satisfactory arrangements have been made for the repairs. ARTICLE FOUR DISBURSEMENT 4.01 Borrower's requisition for disbursement of the Loan Proceeds will be submitted to Lender at least five (5) business days prior to the date of the requested disbursement. 4.02 Lender and its agents will have the right, but not the obligation, to inspect the Property and Improvements prior to disbursement, and if such inspections are made, Lender will have no responsibility or liability for the failure or default of Contractor or any subcontractor, material supplier or laborer to construct said work in accordance with the provisions of the Plans, or for the accuracy of invoices submitted for labor or materials used in the construction of the Improvements, or for the payment of any cost or expense incurred in connection with such construction, or for the performance or nonperformance of any obligation of Contractor or Borrower to any person furnishing labor or materials in connection with such construction, it being agreed that neither Borrower, Contractor nor any person having an interest in the Property will .~- EXHIBIT C have a right to rely on the procedures employed by Lender, such procedures being for the sole U benefit of Lender. 4.03 Upon satisfaction of all of the conditions set forth in Article 3 and this Article 4, Lender shall disburse to Borrower the loan proceeds. 4.04 Lender will have no liability or obligation, either express or implied, to Borrower, to Contractor or to any third parties in connection with the Improvements or its construction (including without limitation the obligation to verify that .advances made pursuant to this Agreement are actually used to pay for labor or materials used in the construction of the Improvements). ARTICLE FIVE EVENTS OF DEFAULT _ 5.01 The occurrence of any of the following events shall constitute an Event. of Default hereunder: (a) Any covenant, agreement or condition in this Agreement is not fully and timely performed, observed or kept; ` (b) The failure to construct the Improvements with reasonable dispatch, the discontinuance of construction at any time for a period of fifteen (15) consecutive days, or the failure to complete construction of the Improvements by the Completion Date; ~ (c) Borrower is unable to satisfy any condition of its right to the receipt of the Loan L proceeds hereunder for a period in excess of fifteen (15) days; (d) Any legal or equitable proceeding is commenced or threatened against Borrower which, if adversely determined, could reasonably be expected to impair substantially the ability of Borrower to perform each and every obligation under the Loan Documents and this ~ Agreement; L (e) The validity of any permit, approval or consent by any governmental authority L relating to the Property is questioned by a proceeding before any board, commission, agency, court, or other authority having jurisdiction; L (f) Any statement, representation or warranty in this Agreement or any other Loan Document or in any financial statement delivered to Lender in connection with the Loan is false, misleading or erroneous in any material respect. ~ 5.02 Upon the happening of any such Event of Default, Lender may, at its election, but without any obligation to do so, without notice, do any one or more of the following: (a) terminate its commitment to disburse the Loan proceeds; (b) reduce any claim to judgment; (c) exercise any ~- , and all rights and remedies afforded by this Agreement, the other Loan Documents, law, equity or otherwise; (d) in its own name or in the name of Borrower enter into possession of the Property y" and perform any and all work and labor necessary to complete the Improvements substantially in L.. EXHIBIT C accordance with the Plans and employ watchmen to protect the Property and the Improvements; all sums expended by Lender for such purposes shall be deemed to have been paid to Borrower and shall be added to the outstanding Loan balance and secured by the Security Instrument. For this - purpose, Bonower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete the Improvements in the name of Bon-ower, and hereby empowers said attorney or attorneys as follows: (a) to use any funds of Borrower (including - without limitation) any balance which may be held in escrow and any funds which may remain unadvanced hereunder, for the purpose of completing the Improvements in the manner prescribed by the Plans; (b) to make such additions and changes and corrections in the Plans which shall be - necessary or desirable to complete the Improvements in substantially the manner contemplated by the Plans; (c) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; (d) to pay, settle or compromise all existing bills and claims which - are or may become liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title; (e) to execute all applications and certificates in the name of Borrower which maybe required by any construction contract; and (f) to do any and every act with - respect to the construction of the Improvements which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an _ interest which cannot be revoked. Said attorney-in-fact shall also have power to prosecute and defend all actions or proceedings in connection with the construction of the Improvements on the Property and to take such action and require such performance as is deemed necessary. -~ ARTICLE SIX GENERAL CONDITIONS The following conditions shall be applicable throughout the term of this Agreement: 6.01 This Agreement shall be construed in accordance with the laws of the State of Missouri, except that, as to the foreclosure powers under the Security Instrument, the laws of the jurisdiction where the real estate is located shall govern. 6.02 This Agreement shall be for the benefit of, and be binding on, the executors, heirs, administrators, successors and assigns of Lender and Borrower (provided, however, Borrower shall not have the right to assign this Agreement without the prior written consent of Lender, which may be given or withheld in Lender's sole discretion), and may be executed in several counterparts, each of which will be an original. 6.03 All rights, powers, and remedies of Lender contained in this Agreement are cumulative and in addition to all other rights; powers, and remedies created in any other document or existing under the law. Failure by Lender to exercise or enforce any right, power, or remedy under this Agreement will not constitute a waiver of such right, power, or remedy. 6.04 Any notice, request, or other communication required or permitted to be given under this Agreement shall be in writing and deemed given and received on the date mailed (by first class, postage prepaid) to the addressee at the address indicated above for each respective J party, or on the date delivered if delivered in person. EXHIBIT C T . 6.05 The liability of each person executing this Agreement as Borrower shall be joint and several. 6.06 This Agreement may be amended only by contemporaneous or subsequent written agreement. In the event any part or provision of this Agreement is held unenforceable or void, the _ enforceability or validity of the remaining parts and provisions shall remain unaffected. 6.07 This Agreement is for the sole protection and benefit of Lender and Borrower, and -- no other person or entity shall have any right as a third party beneficiary hereunder or any right to bring an action hereon or claim the proceeds of the Note hereunder. ~L ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING ~ PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO ~- PROTECT BORROWER AND LENDER FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS BETWEEN THE PARTIES COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND I'`. EXCLUSNE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, EXCEPT AS THE PARTIES MAY LATER AGREE IN WRITING. ~- IN WITNESS WHEREOF, the parties have hereunto caused their names and seals to be affixed, this day of , 20_ i I~I L.L L Borrower ~ Borrower L CITY OF RNERSIDE, MISSOURI. ~~. By. Name: L Title: L f~ -' I EXHIBIT C PROMISSORY NOTE (Fixed Rate) "PHIS LOAN lS PAYABLE [N FULL A'C ~1A"CC:KITS'. 1'OC' ~[1'ST REP.>Y THE ENTIRE PRINCIPAL, BALANCE OF "fHE L,oAN AND I:NPA(D IN"I'ERf;S"C THEN DUE. "CHE LENDER IS UNllER NO OBLIGA"LION "1'O REFINANCE THE LOAN AT THAT TIME. YOU ~i'ILL, THEREFORE. BE RE:QC'1I2ED "I'O ~iA1CE PAl'~IEN`I' OU"C OF O"fHER ASSETS "THAT YOU ~IAY Ov~'N, OR ti'0[' ~~71.1, HAVE "1'O FIND A LENDER, N'HICH ~1AY BE "CHF. Lf:NDER YOC HAVE THIS 1.0.-~\ ~~'1"I'H, WILLING TO LEND 1'OU "CHE JIONF.I'. IF' YOG RF,FINANCE THIS LOAN A"C JIATUR(Tti", YOl ~1A1' HAVE TO PAY 50~IE OR At.l. Of' "CHE CLOSING COSTS NOR~IALL.Y ASSO('IA'CED ~~ i'1'H .> NF.'W LOAN EVEN IF l"OU OBTAIN REF'IN'ANCING E'RO~I'1'HE SA~-IE LENDER. [Property Address] 1. BORROWER'S PROMISE TO PAY In return for a loan that I have received, I promise to pay U.S. $ (this amount is called "principal"), plus interest, to the order of the Lender. The Lender is The City of Riverside, Missouri, a Missouri fourth class city. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder." 2. INTEREST Interest will be charged on unpaid principal until the full amount of principal has been paid. I will pay interest at a yearly rate of %. Interest on this Note is computed on a 365/365 simple interest basis; that is, by applying the ratio of the annual interest rate over the number of days in a year, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. The interest rate required by this Section 2 is the rate I will pay both before and aRer any default described in Section 6(B) of this Note.. ~. Option 1 -Fixed payments of principal and interest. First pa}ment may be higher or lower based on closing date. (Remove this prompt attd border). (A) Time and Place of Payments I will pay principal and interest by making payments every month. I will make my payments on the day of each month beginning on _. I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may owe under this Note. My payments will be applied to interest before principal. If, on _, I still owe amounts under this Note, I will pay those amounts in full on that date, which is called the "Maturity Date." I will make my payments at 2950 NW Vivion Road, Riverside, Missouri„ 64150 or at a different place if required by the Note Holder. Amount of '~ EXHIBIT D ~I My initial payment will be in the amount of U.S. $ .Thereafter, my payments will be in the amount of U.S. $ Option 2 - Pa~'meuts of Interest Onh• (no amortization) followed b}' a balloon. (Remove this prompt and border). (A) Time and Place of Payments I will make payments every month. - I will make interest payments on the day of each month beginning on and continue making such interest payments up to and including (lust inures[ Duly pmt dutel . On ,which is called the "Maturity Date", I will pay the entire principal balance then unpaid plus all accrued interest. I will make my payments at 2950 NW Vivion Road, Riverside, Missouri„ 64150 or at a different place if required by the Note Holder. (B) Amount of Payments My interest payments will be based on the interest rate and the unpaid principal of my loan. r L y L I L L 4. BORROWER'S RIGHT TO PREPAY I have the right to [Hake payments of principal at any time before they are due. A payment of principal only is known as a "prepayment." When I [Hake a prepayment, [will tell the Note Holder in writing that I am doing so. I may make a full prepayment or partial prepayments without paying any prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I owe under this Note. If I make a partial prepayment, there will be no changes in the due date or in the amount of my payment unless the Note Holder agrees in writing to those changes. 5. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (i) any such loan charge shall be reduced by the amount necessary to reduce the chazge to the permitted limit; and (ii) any such sums already collected from me which exceeded petmitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the principal I owe under this Note or by making a direct payment to me. If a refund reduces principal, the reduction will be treated as a partial prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charges for Overdue Payments If the Note Holder has not received the full amount of any payment by the end of N/A calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will N/A % of my overdue payment of principal and interest. I will pay this late charge promptly but only once on each late payment. (B) Detault If I do not pay the full amount of each payment on the date n is due, I will be in default. L L ~~ (C) Notice of Default If I am in default, the Note Holder may send me a wr[[[en notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of principal which has not been paid and all the interest that I owe on that amount. That date must be at least 30 days after the date on which the notice is delivered or mailed to rne. (D) No Waiver By Note Holder Even if, at a time when I am in default, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so if I am in default at a later time. EXHIBIT D (E) Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. Any notice that must be given to the Note Holder under this Note will be given by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of the Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person individually or against al! of us together. This means that any one of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of presentment and notice of dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been _~ paid. 10. SECURED NOTE This Note shall be governed by the laws of the State of Missouri. In addition to the protections given to the Note Holder under this Note, a Deed of Trust (the "Security Instrument"), dated the same date as this Note, protects the Note Holdet from possible losses which might result if I do not keep the promises which I make in this Note. The Security Instrument encumbers the real property commonly known as Riverside, Missouri, as more particularly described in the Security Instrument, and it describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note as well as the rights and powers of Lender to cause foreclosure and sale of [he interest granted thereunder. WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED BORROWER(S): (Seal) Date: (Seal) Date: (Sign Original Only) I L t_ `- EXHIBIT D t -- ~ (Space Above This Line For Recording Data] [SECOND] DEED OF TRUST - THIS [SECOND] DEED OF TRUST ("Security Instrument") is made on The grantor is ("Borrower"). The trustee is ("Trustee"). The beneficiary is The City of Riverside, Missouri, a Missouri fourth class city, and whose address is 2950 NW Vivion Road, Riverside, Missouri 64150 ("Lender"). Borrower owes Lender the _ principal sum of Dollars (S ). This debt is evidenced by Borrower's note dated the same date as this Security Instrument ("Note"), which provides for monthly payments, with the full debt, if not paid earlier, due and payable on ,which debt and Note were made pursuant to the Loan Agreement dated the same date as this Security Instrument (the "Loan Agreement") between Lender and Borrower. This Security Instrument secures to - Lender: (a) the repayment of the debt evidenced by the Note, with interest, and all renewals, extensions and modifications of the Note; (b) the payment of all other sums, with interest, advanced under paragraph 7 to protect the security of this Security Instrument; and (c) the performance of Borrower's covenants and agreements under this Security Instrument, the Loan Agreement _ and the Note. For this purpose, Borrower irrevocably grants and conveys to Trustee, in trust, with power of sale, the property located in the County of Platte, State of Missouri, and described as follows: which has the address of ,Riverside, Missouri ("Property Address") [subject to that certain Deed of Trust L ~ dated (the "Prior Deed of Trust") recorded in the Platte County, Missouri real estate records as Document No. ~- , in Book at Page ]; L ~L i L (! L~ EXHIBIT E TOGETHER WITH all the improvements now or hereafter erected on the property, and all easements, appurtenances, and fixtures now or hereafter a part of the property. All replacements and additions shall also be covered by this Security Instrument. All of the foregoing is referred to in this Security Instrument as the "Property." BORROWER COVENANTS that Boaower is lawfully seised of the estate hereby conveyed and has the right to grant and convey the Property and that the Property is unencumbered, except for [the Prior Deed of Trust and] encumbrances of record. Borrower warrants and will defend generally the title to the Property against all claims and demands, subject to any encumbrances of record. THIS SECURITY INSTRUMENT combines uniform covenants for national use and non-uniform covenants with limited variations by jurisdiction to constitute a uniform security instrument covering real property. LTIIFORM COVENANTS. Borrower and Lender covenant and agree as follows: 1. Payment of Principal and Interest; Prepayment and Late Charges; Performance of Covenants. Borrower shall promptly pay when due the principal of and interest on the debt evidenced by the Note and any prepayment and late charges due under the Note. Borrower shall timely perform any and all covenants, duties and obligations of Borrower under this Security Instrument, the Loan Agreement and the Note. 2. Funds for Taaes and Insurance. Subject to applicable law and upon written request by Lender, Borrower shall pay to Lender on the day monthly payments are due under the Note, until the Note is paid in full, a sum ("Funds") for: (a) yearly taxes and assessments which may attain priority over this Security Instrument as a lien on the Property; (b) yearly leasehold payments or ground rents on the Property, if any; and (c) yearly hazard or property insurance premiums. These items are called "Escrow Items:' Lender may, at any time, collect and hold Funds in an amount not to exceed the maximum amount a lender for a federally related mortgage loan may require for Borrower's escrow account under the federal Real Estate Settlement Procedures Act of 1974 as amended from time to time, 12 U.S.C. § 2601 et seq. ("RESPA"), unless another law that applies to the Funds sets a lesser amount. If so, Lender may, at any time, collect and hold Funds in an amount not to exceed the lesser amount. Lender may estimate the amount of Funds due on the basis of current data and reasonable estimates of expenditures of future Escrow Items or otherwise in accordance with applicable law. r ~ In the event Lender requires the escrowing of Funds under this paragraph 2, the Funds shall be held in an instirution whose deposits are insttred by a federal agency, instrumentality, or entity. Lender shall apply the Funds to pay the Escrow Items. Lender may not charge Borrower for holding and applying the Funds, annually analyzing the escrow account, or verifying the Escrow Items, unless Lender pays Borrower interest on the Funds and applicable law permits Lender to make such a charge. However, Lender may require Borrower to pay aone-time charge for an independent real estate tax reporting service used by Lender in connection with this loan, unless applicable law provides otherwise. Unless an agreement is made or applicable law requires interest to be paid, Lender shall not be required to pay Borrower any interest or earnings on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds, showing credits and debits to the Funds and the purpose for which each debit to the Funds was made. The Funds are pledged as additional security for all sums secured by this Security Instrument. In the event Lender requires the escrowing of Funds under this paragraph 2, and if the Funds held by Lender exceed the amounts permitted to be held by applicable law, Lender shall account to Borrower for the excess Funds in accordance with the requirements of applicable law. If the amount of the Funds held by Lender at any time is not sufficient to pay the Escrow Items _ when due, Lender may so notify Borrower in writing, and, in such case Borrower shall pay to Lender the amount necessary to make up the deficiency. Borrower shall make up the deficiency in no more than twelve monthly payments, at Lender's sole discretion. Upon payment in full of all stuns secured by this Security Instrument, Lender shall promptly refund to Borrower any Funds held by Lender. If, under paragraph 20, Lender shall acquire or sell the Property, Lender, prior to the acquisition or sale of the Property, shall apply any Funds held by Lender at the time of acquisition or sale as a credit against the sums secured by this Security Instrument. _ 3. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender under paragraphs 1 and 2 shall be applied: first, to any prepayment charges due under the Note; second, to amounts payable under paragraph 2; third, to interest due; fourth, to principal due; and last, to any late charges due under the Note. 4. Charges; Liens. Borrower shall pay all taxes, assessments, charges, fines and impositions attributable to the Property which may attain priority over this Security Instrument, and leasehold payments or ground rents, if any. Borrower shall pay these obligations on time directly to the person owed payment (unless Lender requires the escrowing of Funds under paragraph 2 above). Borrower shall promptly famish to Lender all notices of amounts to be paid under this paragraph. [f „.Borrower makes these payments directly, Borrower shall promptly furnish to Lender receipts evidencing the payments. Borrower shall promptly discharge any lien which has priority over this Security Instrument unless Borrower: (a) agrees in writing to the payment of the obligation secttred by the lien in a manner acceptable to Lender; (b) contests in good faith the lien by, or defends against enforcement of the lien in, legal proceedings which in the Lender's opinion operate to prevent the - enforcement of the lien; or (c) secures from the holder of the lien an agreement satisfactory to Lender subordinating the lien to this Security instrument. If Lender determines that any part of the Property is subject to a lien which tray attain priority over this Security instrument, Lender may give Borrower a notice identifying the lien. Borrower shall satisfy the lien or take one or more of " the actions set fortlt above within 10 days of the giving of notice. 5. Hazard or Property Insurance. Boaower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term "extended coverage" and any other hazards, including '~~ floods or flooding, for which Lender requires instuance. This insurance shall be maintained in the amounts and for the periods that `- Lender requires. The insurance carrier providing the insurance shall be chosen by Borrower subject to Lender's approval which shall not be unreasonably withheld. If Borrower fails to maintain coverage described above, Lender tray, at Lenders option, j obtain coverage to protect Lender's rights in the Property in accordance with paragraph 7. i_ All insurance policies and renewals shall be acceptable to Lender and shall include a standard mortgage clause. Lender - shall have the right to hold the policies and renewals. If Lender requires. Borrower shall promptly give to Lender all receipts of paid premiums and renewal notices. [n the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not [Wade protptly by Borrower. `~ Unless Lender and Borrower otherwise agree in writing, insurance proceeds shall be applied to restoration or repair of the Property damaged, if the restoration or repair is economically feasible and Lender' s security is not lessened. If the restoration or repair is not economically feasible or Lender's security would be lessened, the insurance proceeds shall be applied to the sums `, secured by this Security Instrument, whether or not then due, with any excess paid to Borrower. If Borrower abandons the Property, or does not answer within 30 days a notice from Lender that the insurance carrier has offered to settle a claim, then Lender may collect the insurance proceeds. Under [nay use the proceeds to repair or restore the Property or to pay sums secured by this Security Instrument, whether or not then due. The 30-day period will begin when the notice is given. `- Unless Lender and Boaower otherwise agree in writing, any application of proceeds to principal shall not extend or iostpone the due date of the monthly payments referred to in paragraphs 1 and 2 or change the amount of the payments. If under '"paragraph 20 the Property is acquired by Lender, Borrowers right to any insurance policies and proceeds resulting from damage to L EXHIBIT E 'the Property prior to the acquisition shall pass to Lender to the extent of the sums secured by this Security Instrument immediately prior to the acquisition. 6. Preservation, Maintenance and Protection of the Property; Borrower's Loan Application; Leaseholds. " Borrower shall not destroy, damage or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Borrower shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in forfeittre of the Property or otherwise materially impair the lien created by this Security Instrument or _ Lender's, security interest. Borrower may cure such a default and reinstate, as provided in paragraph 17, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Borrower's interest in the Property or other material impairment of the lien created by this Security Instrument or Lender's security interest. Borrower shall also be in default if Borrower, during the loan application process, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning Borrower's occupancy of the Property as a principal residence. [f this Security Instrument is on a leasehold, Borrower shall comply with all the provisions of the lease. If Borrower acquires fee title _ to the Property, the leasehold and the fee title shall not merge unless Lender agrees to the merger in writing. 7. Protection of Lender's Rights in the Property. If Borrower fails to perform the covenants and agreements contained in this Security Instrument, or there is a legal proceeding that may significantly affect Lender's rights in the Property (such as a proceeding in bankruptcy, probate, for condemnation or forfeiture or to enforce laws or regulations), then Lender may do and pay for whatever is necessary to protect the value of the Property and Lender's rights in the Property. Lender's actions may include paying any sums secured by a lien which has priority over this Security Instrument, appearing in court, paying reasonable attorneys' fees and entering on the Property to make repairs. Although Lender may take action under this paragraph 7, Lender does not have to do so. ` Any amounts disbursed by Lender under this paragraph 7 shall become additional debt of Borrower secured by this Security Instrument. Unless Borrower and Lender agree to other terms of payment, these amounts shall bear interest from the date of disbursement at the Note rate and shall be payable, with interest, upon notice from Lender to Borrower requesting payment. '- 8. Inspection. Lender or its agent may make reasonable entries upon and inspections of the Property. Lender shall give Borrower notice at the time of or prior to an inspection specifying reasonable cause for the inspection. ' 9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, in connection with „i any condemnation or other taking of any part of the Property, or for conveyance in lieu of condemnation, are hereby assigned and shall be paid to Lender. L In the event of a total taking of the Property, the proceeds shall be applied to the sums secured by this Security Instrument whether or not then due, with any excess paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is equal to or greater than the amount of the sums secured by this Security Instrument immediately before the taking, unless Borrower and Lender otherwise agree in writing, the sums secured by this ( Security Instrument shall be reduced by the amount of the proceeds multiplied by the following fraction: (a) the total amount of `, the Sums Secured immediately before the tatting, divided by (b) the fair rnazket value of the Property immediately before the taking. Any balance shall be paid to Borrower. In the event of a partial taking of the Property in which the fair market value of the Property immediately before the taking is less than the amount of the sums secured immediately before the taking. unless Borrower and Lender otherwise agree in writing or unless applicable law otherwise provides, the proceeds shall be applied to the sutras secured by this Security Instrument whether or not the Burns are then due. If the Property is abandoned by Borrower, or if, aftec notice by Lender to Borrower that the condemnor offers to make an award or settle a claim for damages. Borrower fails to respond to Lender within 30 days after the date the notice is given. Lender is authorized to collect and apply the ptoceeds, at its option, either to restoration or repair of the Property or to the sums secured by this Security Instrument, whether or not then due. Unless Lender and Borrower otherwise agree in writing, any application of proceeds, to principal shall not extend or postpone the due date of the monthly payments referred to in paragraphs 1 and 2 or chance the amount of such payments. 10. Borrower Not Released; Forbearance By Lender Not a Waiver. Extension of the time for payment or modification of amortization or the Burns secured by this Security Instrument granted by Lender to any successor in interest of ~ Borrower shall not operate to release the liability of the original Borrower or Borrowers successors in interest. Lender shall not be l_ required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify amortization of the Burns secured by this Security Instrument by reason of any demand made by the original Borrower or ~ Borrower's successors in interest. Any forbeazance by Lender in exercising any right or remedy shall not be a waver of or preclude the exercise of any right or remedy. `- 11. Successors and Assigns Bound; Joint and Several Liability; Co-signers. The covenants and agreements of his Security Instrument shall bind and benefit the successors and assigns of Lender and Borrower, subject to the provisions of ~ '"paragraph 16. Borrower's covenants and agreements shall be joint and several. Any Borrower who co-signs this Securty Instrument but does not execute the Note: (a) is co-signing this Security Instrument only to mortgage, grant and convey that EXHIBIT E ~~Bortower's interest in the Property under the terms of this Security instrument; (b) is not personally obligated to pay the sums secured by this Security Instrument; and (c) agrees that Lender and any other Borrower may agree to extend, modify, forbear or make any accommodations with regazd to the terms of this Security Instrument of the Note without that Borrower's consent. " 12. Loan Charges. If the loan secured by, this Security Instrument is subject to a law which sets maximum loan charges, and that law is finally interpreted so that the interest or other loan charges collected or to be collected in connection with the loan exceed the permitted limits, then: (a) any such loan charge shall be reduced by the amount necessary to reduce the charge - to the permitted limit; and (b) any sums already collected from Borrower which exceeded permitted limits will be refunded to Bortower. Lender may choose to make this refund by reducing the principal owed under the Note or by making a direct payment to Borrower. If a refund reduces principal, the reduction will be treated as a partial prepayment without any prepayment charge under the Note. 13. Notices. Any notice to Bortower provided for in this Security Instrument shall be given by delivering it or by mailing it by first claim mail unless applicable law requires use of another method. The notice shall be directed to the Property Address or any other address Bortower designates by notice to Lender. Any notice to Lender shall be given by first class mail to Lender's address stated herein or any other address Lender designates by notice to Borrower. Any notice provided for in this Security Instrument shall be deemed to have been given to Bortower or Lender when given as provided in this paragraph. 14. Governing Law; Severability. This Security Instrument shall be governed by federal law and the law of the jurisdiction in which the Property is located. In the event that any provision or clause of this Security Instrument or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Security Instrument or the Note which can be given effect without the conflicting provision. To this end provisions of this Security Instrument and the Note are declared to be severable. _ 15. Borrower's Copy. Borrower shall be given one- conformed copy of the Note and of this Security Instrument. 16. Transfer of the Property or a Beneficial Interest In Borrower. If all or any part of the Property or any interest in it is sold or transferred (or if a beneficial interest in Bortower is sold or transferted and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require immediate payment in full of all sums secured by this ` Security Instrument. However, this option shall not be exercised by Lender if exercise is prohibited by federal law as of the date of this Security instrument. If Lender exercises this option, Lender shall give Bortower notice of acceleration. The notice shall provide a period of ~~ not less than 30 days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies's permitted by this Security Instrument without further notice or demand on Bortowec. I 17. Borrower's Right to Reinstate. If Bortower meets certain conditions, Bortower shall have the right to have ~'" enforcement of this Security Instrument discontinued at any time prior to the earlier of: (a) 5 days (or such other period as applicable law may specify for reinstatement) before sale of the Property pursuant to any power of sale contained in this Security L Instrument; or (b) entry of a judgment enforcing this Security Instrument. Those conditions are that Bortower: (a) pays Lender all sutras which then would be due under this Security Instrument and the Note as if no acceleration had occurted; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurted in enforcing this Security Instrument, including, but ~ not limited to, reasonable attorneys' fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Security Instrument, Lender's rights in the Property and Bortowec's obligation to pay the sums secured by this Security Instrument shall continue unchanged. Upon reinstatement by Borrower, this Security Instrument and the obligations secured hereby shall remain fully effective as if no acceleration had occtured. However, this right to reinstate shall not apply in the case of acceleration under pazagraph 16. ~.. 18. Sale of Note; Change of Loan Servicer. The Note or a partial interest in the Note (together with this Security Instrument) may be sold one or more times without prior notice to Bortower. A sale may result in a change in the entity (known as the "Loan Servicer") that collects monthly payments due under the Note and this Security Instrument. There also may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower will be given written notice of the change in accordance with paragraph 13 above and applicable law. The notice will state the name and address of the new Loan Servicer and the address to which payments should be made. The notice will also contain any other information required by applicable law. ~~. 19. Hazardous Substances. Borrower shall not cause or pemvt the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Borrower shall not do, nor allow anyone else to do, anything affecting, the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or ~ storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal business uses and to maintenance of the Property. Borrower shall promptly give Lender written notice of any investigation, claim, demand, lawsuit or other action by any I r-'governmental or regulatory agency or private pazty involving the Property and any Hazardous Substance or Environmental Law of which Borrower has actual knowledge. If Borrower learns, or is notified by any governmental or regulatory authority, that any EXHIBIT E l~lremoval or other remediation of any Hazardous Substance affecting the Property is necessary, Borrower shall promptly take all necessary remedial actions in accordance with Environmental Law. As used in this pazagraph 19, "Hazardous Substances" are those substances defined as toxic or hazardous substances by Environmental Law and the following substances: gasoline, kerosene, other flammable or toxic petroleum products, toxic pesticides and herbicides, volatile solvents, materials containing asbestos or formaldehyde, and radioactive materials. As used in this paragraph 19, "Envirotunental Law" means federal laws and laws of the jurisdiction where the Property is located that relate to _ health, safety or environmental protection. NON-UNIFORM COVENANTS. Borrower and Lender further covenant and agree as follows: 20. Acceleration; Remedies. Lender shall give notice to Borrower prior to acceleration following Borrower's breach of any covenant or agreement in this Security Instrument (but not prior to acceleration under paragraph 16 unless applicable - law provides otherwise), the Loan Agreement or the Note. The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a date, not less than 30 days from the date the notice is given to Borrower, by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums secured by this _ Security Instrument and sale of the Property. The notice shall further inform Borrower of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of Borrower to acceleration and sale. If the default is not cured on or before the date specified in the notice, Lender at its option may require immediate payment in full of all sums secured by this Security Instrument without further demand and may invoke the power of sale and any other - remedies permitted by applicable law. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this paragraph 20, including, but not limited to, reasonable attorneys' fees and costs of title evidence. If Lender invokes the power of sale, Lender or Trustee shall mail copies of a notice of sale in the manner prescribed by _ applicable law to Borrower and to the other persons prescribed by applicable law. Trustee shall give notice of sale by public advertisement for the time and in the manner prescribed by applicable law. Trustee, without demand on Boaower, shall sell the Property at public auction to the highest bidder for cash at the time and place and under the terms designated in the notice-of sale in one or more parcels and in any order Trustee determines. Trustee may postpone sale of all or any parcel of the Property to any later time on the same date by public announcement at the time and place of any previously scheduled sale. Lender or its designee may purchase the Property at any sale. Trustee shall deliver to the purchaser Trustee's deed conveying the Property without any covenant or warranty, expressed I'~`~„or implied. The recitals in the Trustee's deed shall be prima facie evidence of the truth of the statements made therein. Trustee shall apply the proceeds of the sale in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable Trustee's and attomeys' fees; (b) to all sums secured by this Security Instrument; and (c) any excess to the person or persons legally entitled to it. ~-- 21. Release. Upon payment of all sums secured by this Security Instrument, Lender shall release this Security Instrument without charge to Borrower. Boaower shall pay any recordation costs. 22. Substitute Trustee. Lender, at its option, may from time to time remove Trustee and appoint a successor trustee L to any Trustee appointed hereunder by an instrument recorded in the county in which this Security Instrument is recorded. Without conveyance of the Property, the successor trustee shall succeed to all the title, power and duties conferred upon Trustee L herein and by applicable law. 23. Lease of the Property. Trustee hereby leases the Property to Borrower until this Security Instrument is either satisfied and released or until there is a default under the provisions of this Security Instrument. The Property is leased upon the following terms and conditions: Borrower, and every person claiming an interest in or possessing the Property or any part thereof, L shall pay rent during the term of the lease in the amount of one cent per month, payable on demand, and without notice or demand shall and will surrender peaceable possession of the Property to Trustee upon default or to the purchaser of the Property at the foreclosure sale. ~ 24. [This Security Instrument, and all of Lender's rights hereunder, are and shall remain subject and subordinate to ~ the Prior Deed of Trust.] L ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE ~` NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT. L~" EXHIBIT E T, , _ _ _ _. BY SIGNING BELOW, Borrower accepts and agrees to the terms and covenants contained in pages 1 through _ of this Security Instrument and in any rider(s) executed by Borrower and recorded with it. Borrower W imess: STATE OF MISSOURI Borrower Witness: )ss: COUNTY of PLATTE ) On this day of 20_, before me personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged that executed the same as free act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. My Term Expires: L. i', L`~ i_ Notary Public EXHIBIT E SECURITY AGREEMENT THIS SECURITY AGREEMENT ("Security Agreement") made as of the - day of 20_ by and between a/an ("Debtor"), whose mailing address is and THE CITY OF RIVERSIDE, MISSOURI, a Missouri fourth y class city ("Secured Party"), whose mailing address is 2950 NW Vivion Road, Riverside, Missouri 641 S0. RECITALS A. Pursuant to the Loan Agreement of this date (the "Loan Agreement") between Secured Party and Debtor, Secured Party has loaned to Debtor $ as evidenced by Debtor's promissory note (the "Note") of this date in the principal amount of $ B. As security for the Note and other obligations of Debtor to Secured Party under the Loan Agreement or otherwise. (collectively the "Obligations") and in consideration of the financial accommodations rendered by Secured Party to Debtor, the Debtor and Secured Party agree that Secured Party shall obtain a security interest in certain assets owned by Debtor. AGREEMENT ~-`i 1. Debtor hereby grants to Secured Party a security interest in the f fixtures, equipment and inventory described in Exhibit A hereto together with all L, Debtor's accounts receivables ("Collateral"). 2. Debtor represents and warrants that: (1) Debtor is the owner of the Collateral and has authority to execute and deliver this Security Agreement; (ii) except for any financing statement which may have been filed by Secured Party, ~ no financing statement covering the Collateral, or any part thereof, has been filed I ~- with any filing officer; (iii) no other security agreement covering all or part of the Collateral has been made and no security interest, other than the one herein created, has attached or been perfected in all or part of the Collateral; and (iv) no ~- dispute, right of setoff, counterclaim or defense exists with respect to all or part of the Collateral. ,L 3. Debtor covenants and agrees as follows: 3.1 Debtor shall perform promptly all of the agreements herein and in the Note, the Loan Agreement and any and all other agreements between Debtor ~ and Secured Party. `~~ 3.2 Debtor is the absolute owner of the Collateral and has the right to grant such security interest. Debtor shall defend the Collateral against all L EXHIBIT F - claims and demands of all persons at any time claiming any interest in the ~~ Collateral adverse to Secured Party. Debtor shall keep the Collateral free from all liens and security interests except those for taxes not yet due and the security - interest hereby created. 3.3 Debtor shall maintain with companies acceptable to Secured Party fire and all risk coverage insurance (including, without limitation, windstorm, explosion, and such other risks usually insured against by owners of like properties), liability and such other coverage as Secured Party may from time to time reasonably require on the Collateral in an amount equal to the outstanding principal balance on the Note and all interest, costs, and fees in connection therewith. All insurance policies shall be written for the benefit of Debtor and Secured Party as their interests may appear, or in other form satisfactory to Secured Party, and such policies or certificates evidencing the same shall be furnished to Secured Party. All policies of insurance shall provide for written notice to Secured Party at least 10 days prior to cancellation if cancellation is due to nonpayment and at least 30 days prior to cancellation if cancellation is due to any other reason.. Risk of loss or damage is Debtor's to the extent of any deficiency in any effective insurance coverage. Secured Party is appointed Debtor's attorney-in-fact to collect any return or unearned premiums or the proceeds of such insurance and to endorse any draft or check payable to Debtor thereafter. 3.4 Debtor shall keep the Collateral in good condition and repair, ordinary weaz and teaz excepted. 3.5 Debtor shall pay all costs necessary to obtain, preserve, perfect, defend and enforce this security interest, and to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums, repairs, reasonable attorney's fees and legal .expenses, rent, storage costs and expenses of sales. Whether Collateral is or is not in Secured Party's possession, and without an obligation to do so without waiving Debtor's default for failure to make any such payment, Secured Party at its option may pay any such costs and expenses, dischazge encumbrances on the Collateral, and pay for insurance of the Collateral. Debtor agrees to reimburse Secured Party on demand for any such costs incurred. 3.6 Debtor shall allow Secured Party to inspect the Collateral during business hours, and upon receipt of reasonable notice of time and place to inspect and copy (or furnish Secured party with copies of), all records relating to the Collateral except for modifications customarily made in the normal course of Debtor's business. 3.7 Debtor shall furnish to Secured Party not less frequently than every six months an updated and current listing of inventory. Debtor shall also notify ~ ~ Secured Party in writing of the sale of any of the Collateral not in the ordinary EXHIBIT F ~, course of business. Debtor further agrees that Debtor shall not sell any interest in or discount to any factor any of the accounts receivables without first obtaining the prior written consent of Secured Party. 3.8 Debtor shall sign any papers furnished by Secured Party which are necessary in the reasonable judgment of Secured Party to obtain, maintain and perfect the security interest hereunder and to enable Secured Party to comply with any federal or state law in order to obtain or perfect Secured Party's interest in Collateral or to obtain proceeds of Collateral. 3.9 Without the written consent of Secured Party, Debtor shall not agree to any modification of any of the terms of the Collateral, except as otherwise made in the normal course of business consistent with past practices. 3.10 When an Event of Default, as hereinafter defined, occurs, Secured Party may notify persons obligated on the Collateral to make payments directly to Secured Party and Secured Party may take control of all proceeds of the Collateral. Until Secured Party elects to exercise such rights, Debtor, as agent of Secured party, shall collect and enforce all payments due pursuant to the terms of the Collateral. 3.11 Debtor at all times will maintain accurate books and records ~ covering the Collateral. L~ 3.12 Debtor will notify Secured Party immediately of any material change ( in the Collateral, of a change in Debtor's address or location, of a change in any '~-- matter warranted or represented by Debtor in this Security Agreement or furnished to Secured Party, and of any event of default. 1-- 3.13 Debtor appoints Secured Party its attorney-in-fact with an interest with full power in Debtor's name and behalf to do every act which Debtor is obligated to do or may be required to do hereunder; however, nothing in this paragraph shall be construed to obligate Secured Party to take any action hereunder. 3.14 Debtor waives notice of the creation, advance, increase, existence, } extension or renewal of, and of any indulgence with respect to, the Obligations; ~ waives presentment, demand, notice of dishonor, and protest; waives notice of the amount of the Obligations outstanding at any time, notice of any change in financial condition of any person liable for all or part of the Obligations, notice of an Event of Default, and all other notices respecting the Obligations. r 4. Secured Party before or after the occurrence of an Event of Default, L as defined herein, without liability to Debtor may: take control of funds from insurance, and use same to reduce any part of the Obligations and exercise all L~- other rights which an owner of the Collateral may exercise, endorse as Debtor's EXHIBIT F ~. T ~~ agent any instruments, documents or chattel paper relating to the Collateral or representing proceeds of Collateral. After default Secured Party may: demand, collect, covert, redeem, receipt for, settle, compromise, adjust, sue for, foreclose - or realize upon Collateral, in its own name or in the name of Debtor, as Secured Party may determine. Secured Pazty shall not be liable for failure to collect any account or instrument, or for any act or omission on the part of the Secured Party, its officers, agents or employees, except willful misconduct. The foregoing rights and powers of Secured Parry will be in addition to, and not a limitation upon, any rights and powers of Secured Party given by law, elsewhere in this Security Agreement, or otherwise. If Debtor fails to maintain any required insurance, to the extent permitted by applicable law Secured Party may (but is not obligated to) purchase insurance coverage for the Collateral which insurance may at Secured Party's option (i) protect only Secured Party and not provide any remuneration or protection for Debtor directly and (ii) provide coverage only after _ the Obligations have been declazed due as herein provided. 5. The following aze events of default ("Events of Default") under this Security Agreement: 5.1 the occurrence of an event of default as defined in the Note or the Loan Agreement; 5.2 any warranty, representation or statement made or furnished by _J Debtor to Secured Party proves to have been or be false in any material respect when made or furnished; 5.3 unless otherwise provided transfer or conveyance of the Premises which is not repaired or replaced; in this Security Agreement, the sale, or substantial damage to the Premises 5.4 death, incapacity, dissolution, merger or consolidation without Secured Party's prior written consent, termination of existence, insolvency or business failure of Debtor or any person liable on the Obligations; commencement of proceedings for the appointment of a receiver for any property of Debtor; commencement of any proceeding under any bankruptcy or insolvency law by Debtor or against Debtor (or any corporate action shall be taken to effect same), or any partnership of which Debtor is a partner, or by or against any person liable upon all or part of the Obligations, or liable upon Collateral; or 5.5 levy on, seizure or attachment of any property of Debtor. 6. When an Event of Default occurs, and at any time thereafter, L Secured party may declaze the Obligations in whole. or part immediately due, may enforce payment of the same, and may exercise any rights under the ~; ~ applicable Uniform Commercial Code and rights and remedies of Secured Party EXHIBIT F under this Agreement. Expenses of retaking, holding, preparing for sale, selling, U leasing or the like shall include Secured Party's reasonable attorney's fees and legal expenses. Upon the occurrence of an Event of Default, Secured Party shall also be entitled to immediate possession of all books and records evidencing or pertaining to the Collateral. Debtor shall have the right, at its sole expense, to obtain from Secured Party copies of the books and records possessed by Secured Party. Secured Party may surrender any insurance policies on the Collateral and receive any disposition available to satisfy the Obligations; which disposition shall be applied to the Obligations in such order and in such manner as Secured -Party in its discretion shall determine. 7. Secured Party shall have the right at any time to execute and file y this Security Agreement as a financing statement, but the failure of Secured Party to do so shall not impair the validity or enforceability of this Security Agreement. 8. All rights and remedies of Secured Party hereunder are cumulative of each other and of every other right or remedy which Secured Party may otherwise have at law or in equity or under any other contract or other writing for the enforcement of the security interest herein or the collection of the Obligations, and the exercise of one or more rights or remedies shall not prejudice or impair the concurrent or subsequent exercise of other rights or remedies. 9. The rights, power and interests held hereunder, together with the Collateral, may be transferred and assigned by Secured party, in whole or in part, at such time and upon such terms as it may deem advisable. 10. The acceptance by Secured Party at any time and from time to time ~-- of part payment of the aggregate amount of all installments then matured shall not be deemed as a waiver of the Event of Default then existing. No waiver by Secured Party of any Default shall be deemed. to be a continuing waiver. No i- delay or omission by Secured Party in exercising any right or power hereunder, or under any other writings executed by Debtor as security for or in connection with the Obligations, shall impair any such right or power or be construed as a °- waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such right or power preclude other or further exercise thereof, or the exercise of any other right or power of Secured Party hereunder or under `" such other writings. 11. This Security Agreement shall be governed by and construed in '" accordance with the laws of the State of Missouri, except to the extent any laws r of the United States of America may be applicable, in which event, such federal i_ laws shall control. ~ ~ y 12. This Security Agreement shall be binding on Debtor and Debtor's EXHIBIT F T successors, assigns, and other legal representatives and shall inure to the ~~ benefit of Secured Party, its successors and assigns. The duties and obligations of Debtor hereunder are joint and several. f L ~. i r L t- 13. Notices shall be deemed given or made if by hand, immediately upon delivery; if by facsimile, immediately upon sending; if by Express Mail or any other public, semi-public or private overnight delivery service, on day after dispatch; and if mailed by certified mail, postage prepaid and return receipt requested, three days after deposit in the mail, to the addresses of Secured Party and Debtor given above. 14. No agreement relating to the Obligations shall be construed to be a contract for or to authorize charging or receiving, or require the payment or permit the collection of, interest at a rate or in an amount above that authorized by law. Interest payable under any agreement above that authorized by law shall be reduced automatically to the highest amount permitted by law. This provision shall ovemde and supersede all other provisions of any agreement relating to the Obligations. 15. No provision hereof shall be modified or limited except by a written agreement expressly referring hereto and to the provisions so modified or limited and signed by the Debtor and Secured party, nor by course of conduct, usage of trade, or by the law merchant. 16. If any term or provision of this Security Agreement shall be determined to be illegal or unenforceable, all other terms and provisions hereof shall .nevertheless remain effective and shall be enforced to the fullest extent permitted by applicable law, and in lieu of such illegal or unenforceable provisions there shall be added automatically as part of this Security Agreement a provision as similar in terms to such invalid, illegal or unenforceable provision as may be possible and be valid, legal and enforceable. INTENDING TO BE FULLY BOUND, Debtor and Secured Party have executed this Security Agreement as of the date first above written. ~ DEBTOR: ~. 1 1.., (L i~ a/an ay: Name: Title: EXHIBIT F SECURED PARTY: THE CITY OF RIVERSIDE, MISSOURI, a Missouri fourth class city sy: Name: Title: ''~ ,~ EXHIBIT F UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front end beck CAR A. NAME 6 PHONE OF CONTACT AT FILER [oW I _J ~~ I L (Name and ,Exhibit G t -r- -- - -- - - - - - JI THE ABOVE SPACE IS FOR FILINO OFFICE USE ONLY FIUNO OFFICE COPY- NATIONAL UCC FINANCINCa STATEMENT (FORM UCC1) (REV. 07f2W98) PERSONAL GUARANTY The undersigned, a/an and a/an (collectively, the "Guarantors"), for the ~'~ L L i .. L L purpose of inducing The City of Riverside, Missouri, a Missouri fourth class city, ("Lender") to loan to ("Borrower") the sum of $ as evidence by the Promissory Note (the "note") of even date herewith in the principal sum of $ executed by Borrower, as maker, bearing interest and being payable as specified in the Note, the Note being secured by the [Deed of Trust (the "Deed of Trust") of even date herewith executed by Borrower to ,Trustee for Lender, which is a lien upon certain real property in Platte County, Missouri] [Security Agreement ("Security Agreement") of even date herewith executed by Borrower and Lender] and further secured by other instruments, and in consideration of Lender making said loan to Borrower, do by these presents, jointly and severally, unconditionally guarantee to Lender the payment of both principal and interest on the Note by Borrower as the same becomes due an payable and the payment of the entire indebtedness evidenced thereby when due in the event of acceleration of maturity by the holder of the Note and the punctual performance and observance of each and every obligation imposed upon Bon ower by the Note, [the Deed of Trust,] [the Security Agreements] all other instruments securing the Note, and the Loan Agreement (the "Loan Agreement") of even date herewith by and between Borrower and Lender, which Loan Agreement provides, inter alia, the circumstances under which the funds constituting the loan evidenced by the Note shall be disbursed and for the acceleration of the maturity of the Note under the circumstances specified in the Loan Agreement. This Guaranty is hereinafter called the "Guaranty". EXHIBIT H The undersigned hereby agree that their obligations hereunder shall not be affected, changed, diminished, or discharged by: (a) Any extension of time of payment of the whole or any part of the interest or principal sum from time to time due under the Note or of the performance of any of the covenants, obligations and conditions of any instrument securing the payment of the Note; (b) Any change, amendment or modification of the covenants, obligations, conditions or terms of the Note, [Deed of Trust] [Security Agreement] or any other instrument securing the payment of the Note or the Loan Agreement, other than an increase in the principal amount of the Note; or the release from the lien of the [Deed of Trust,] [Security Agreement] or any other instrument securing the payment of the Note; of any part of the security covered thereby either in whole L or in part; or (c) The invalidity, irregularity or unenforceability of any obligation of Borrower under the Note, the [Deed of Trust] [Security Agreement] or any other instrument securing the payment of the Note or of the Loan Agreement or any other circumstance which might otherwise constitute a legal or equitable discharge of a surety or guarantor. i '~. f L ~ ~~~ The undersigned further agree that they shall be liable, jointly and severally, for the payment of both principal and interest on the Note as the same becomes due and payable and the entire indebtedness evidenced thereby when due in the event of acceleration of maturity by the holder of the Note and for the punctual performance and observance of each and every obligation of the Note, the [Deed of Trust,] [Security Agreement) and other instrument securing the EXHIBIT H payment of the Note, and the Loan Agreement, and the Lender and each and every holder of the Note and [Deed of Trust] [Security Agreement] may proceed immediately against the undersigned, jointly or severally, for the collection of said debt and the performance of said obligations without first proceeding against Borrower, at law or in equity, and agree that the holder of the Note need not take steps by foreclosure, exercise any of the rights provided in the Note, [Deed of Trust,] [Security Agreement] and other instrument securing the payment of the Note, the Loan Agreement or otherwise as condition precedent to enforcement of the obligations of the undersigned set forth herein. The undersigned hereby expressly waive the following: (a) Notice of acceptance of this Guaranty; (b) Notice of any extension of time for the payment of the indebtedness hereby guaranteed, or any part hereof, or the performance of any obligation hereby guaranteed; -~ (c) Notice of demand for payment, notice of default or non-payment, presentment, protest and notice of dishonor as to any obligation arising hereunder; and (d) All other notices to which the undersigned might otherwise be entitled in L connection with this Guaranty. ~, This Guaranty shall inure to the benefit of and be binding upon the successors and ( assigns of Lender and the heirs, legal representatives, successors and assigns of the undersigned. I IN WTTNESS WHEREOF, these presents have been executed as of the _ day of ~. , 20_ L. Name: L Name: i! ~ ~' Com an P Y~ L EXHIBIT H T _ - -- - -- -- ---. ATTEST: Title: i By_ Name: Title: EXHIBIT H REQUEST FOR 1KOTICE OF SALE In accordance with RSMo, Section 443.325, request is hereby made that notice of sale under the Deed of Trust recorded the _ day of , (as recorder's number in Book ,Page _~ of the records of Platte County, Missouri, the legal description of the property being set forth in Exhibit "A" attached hereto, executed by as Grantor in which is named as beneficiary and as Trustee, be mailed to the City of Riverside, Missouri, 2950 NW Vivion Road, Riverside, Missouri 64150, Attention: City Administrator. THE CITY OF RIVERSIDE, MISSOURI By:_ Name: Title: L Date: L,._- STATE OF MISSOURI ) )ss: r COUNTY of PLATTE ) ~- 20 ,before me personally On this day of - L appeared , to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged that executed the same as ( free act and deed. ~. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the County and State aforesaid, the day and year first above written. L L My Tenn Expires: L (~ L ~. Notary Public EXHIBIT I r EXHIBIT `A' ~' TO REQUEST FOR NOTICE OF SALE [Insert Legal description of Property] L -~- r L L: ,L L ~.. EXHIBIT I [CONSENT OF PRIOR LIENHOLDER] [Borrower Name and Address] City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64105 Attention: City Administrator RE: [Borrower Name] [Property Address] ~~- To Each of the Above: The undersigned is the owner and holder of the promissory note (the "First Note") dated L , in the original principal sum of $ ,executed by a corporation and secured by, among other instruments, the Deed of Trust (the "First Deed of Trust) dated Trustee for ~- from to filed for record on , in the Office of the Recorder of Deeds in and for Platte County, Missouri, Recorder's Document ~- No. ,and recorded in Book ,Page , covering a portion of the above referenced property (the "Property"). The First Deed of Trust and the other instruments securing the First Note and hereinafter called the "First Loan Documents". '~ ," You have advised that The City of Riverside, Missouri ("Second Lender") intends to "Borrower"), in make a revitalization loan (the "Second Loan" to for a term of years to provide ~- the original principal amount of $ funds for the construction of certain improvements to the Property. The Second Loan will be subordinate, junior and inferior to the First Loan Documents and will be evidenced by a Second '- Note executed by Borrower and be secured by, among other instruments, a Second Deed of Trust covering portions of the Property (including that portion of the Property covered by the First Deed of Trust). The aforesaid instruments evidencing and securing the Second Loan shall be `- executed and delivered pursuant to a Second Loan Agreement by and between Second Lender and Borrower which will provide, among other matters, the circumstances under which the proceeds of said Second Loan by Second Lender to Borrower shall be disbursed. The undersigned hereby consents to the Second Loan referred to in the preceding paragraph hereof and hereby waives for the purposes of the Second Loan only the provisions of `-' the First Deed of Trust which prohibits Borrower (the term "Borrower" as used in this paragraph shall mean Borrower and its successors in title to the premises covered by the First Deed of Trust) from making any secondary encumbrances, assignment or pledge of the premises covered I` by the First Deed of Trust. If the undersigned shall give written notice to Borrower of any default in the payment of any sums due under the First Note and the First Loan Documents or of ~'U the failure to perform any of the other obligations imposed by such instruments (such default in the payment of any such sums or the failure to perform such other obligations is hereinafter called a "Default"), the undersigned will contemporaneously with the giving of such written 4 EXHIBIT J __ notice to Borrower, and in the same manner, give a copy of such written notice to Second Lender t~,,~ at its address specified above or at such other address as may be hereafter specified in writing by Second Lender to the undersigned. In the event of Default, Second Lender shall have the same _ rights to cure the Default as is granted Borrower by the First Note and the First Loan Documents. The undersigned will accept the performance by Second Lender of any obligation of Borrower under the First Note and the First Loan Documents and will accept Second Lender curing a _ Default in the same manner and to the same extent as if such obligation was performed or the Default cured by Borrower. Second Lender shall not be deemed to have assumed or be obligated to perform any of the obligations of Borrower under the First Note and the First Loan _ Documents, or any such instruments, by having acquired an interest in the Property by virtue of the Second Deed of Trust or any foreclosure thereof or by performing any obligation of Borrower under the First Note and the First Loan Documents or by curing a Default. This letter is executed and delivered to each of you upon the condition that nothing herein shall modify the First Note and the First Loan Documents and the undersigned will use its best efforts to give Second Lender the copies of the written notices required by the preceding paragraph hereof, but the undersigned will not be liable to either of you for failure to so give Second Lender copies of such notices nor shall such failure affect or waive any of our rights and remedies under the First Note and the First Loan Documents. Very Truly Yours, [Company] `~ ~ By: i_ Name: Title: L, L EXHIBIT J gateway Revitalization Grant and Loan Program Grant Application GRANTEE INFORMATION -Corporate (N,A ainaiviaual goatee) Company name Address Principal in Charge Ciry Phone State State of Organization Tax ID# Type Type of entity (check one) Fax Date Established ^ Proprietorship^ Partnership ^ Corporation ^LLC *Please attach appropriate docttmentation (i.e., Partnership Agreement, LLC Documents, Articles of Incorporation) Zip GRANTEE OWNERSHIP- Corporate (N,A it indiv;atul ganteel Name Name Title Title of Ownership of Ownership Name Title % of Ownership I ~'RANTEE INFORMATION IRdlyidnalTo be corrryleted by Individual Grantee and each principal or Grantee Name FIRST MIDDLE MAIDEN LAST Date of Place U.S. Citizen - if not, please provide alien registration number Home Immediate past State ZAP L 1IVIII Are you employed by the City of Riverside? If'so, give the name of the agency and position PERSONAL INFORMATION L. Be sore to nnswer the next three questions correctly because they are important. 77re jnct that you have nn arrest Or conviction record wi(l not necessarily disqualify you; nn incorrect nnswer will probably cause your application to be nrrned down. L Are you presently under indictment, on parole or probation?_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ^ Yes ^ No Have you ever been charged with or arrested for any criminal offense other [han a minor Vehicle violation? Include offenses which have been dismissed, discharged, or nolle prosequi. L (All arrests and charges must be disclosed and explained on an attached sheet) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ^ Yes ^ No ve you ever been convicted, placed on pretrial diversion, or placed on any form of probation, I ` -+nlcluding adjudication withheld pending probation, for any criminal offense other than a minor ^ Yes ^ No L Motorvehicleviolation?_______________________ _____________________ Ifyes to any of the above, furnish details in a separate exhibit. List name(s) under which held. Social Security City State Zip Home phone Business Phone EXHIBIT K - Both Corporate and Individual Grantees Bank Acct. no. Acct. officer Phone NATURE OF YOUR BUSINESS -Both Corporate and Individual Grantees Nature of your business Number of employees (current): Number of new jobs created after Project: PROJECT INFORMATION Street address City Brief description of Project Zip Country Please attach plans and specifications for improvements; proposed construction schedule. `~~ame of the holder of title to Project Name of contractor retained to perform Project work: TOTAL PROJECT COSTS CONSTRUCTION PROJECT SOURCE OF FUNDS Bid price for construction of project work $ Bank loan $ Architects, permits, other soft costs $ Grantee Investment $ Equipment cost $ Requested Program Grant * $ Other $ Total $ Total Project Cost * $ r *For new construction -Grant amount cannot exceed 25% of Total Project Cost ~'" MISCELLANEOUS QUESTIONS PLEASE ANSWER THE FOLLOWING QUESTIONS, AND PROVIDE THE APPROPRIATE INFORMATION IF APPLICABLE Do you or your spouse or any member of your household, or anyone who owns, manages, or directs your business or their spouses or members of their households work for or hold public office in the City of Riverside, Missouri or any agency of the City? If so, please provide the name and address of the person and the office. [f not applicable check here Are you or your business involved in any pending lawsuits? If so, please provide details. If not applicable check here State EXHIBIT K i.r•..i+vr rem Business Information Business financial statements for the last three y Interim financial statement dated within the last Articles of Incorporation and By-Laws (if corpc President of the corporation is: Secretary of the corporation is: Articles of Organization and Operating Agreem Partnership Agreement (if partnership) Business License and Fictitious Business Name Statement (if L ----------- AUTHORIZATION TO RELEASE INFORMATION Personal information (for each owner of 20% or greater) Personal financial statement (form attached) Project information Plans and Specifications Proposed Construction Schedule Real Estate Appraisals (grant amount cannot exceed 25% of 'L I/We hereby authorize the release to the Ciry of Riverside, Missouri of any information they may require at any time for any purpose related to my/our grant application. I/We further authorize the City of Riverside, Missouri to release such information to any entity f ,the deem necessary for any purpose related to my/our grant application. l.._-y[/We hereby certify that the enclosed information, including any attachments or exhibits provided here within or at a later date, is valid and correct to the best of my/our knowledge. L Name of applicant(s) Signature of applicant(s) L Date Name of applicant(s) L Signature of applicant(s) Date L ~L ~. ~- EXHIBIT K GRANT ELIGIBILITY RECOMMENDATION/BOARD APPROVAL ~~ Applicant: Total Project Cost: $ Grant Amount: $_ Address of Project: The City Administrator and City Engineer find: The following blighting conditions exist on the Project property: L,.- L r i L L L No blighting conditions exist on the project property. The City Administrator and City Engineer jointly recommend: ^ Approval of a Gateway Revitalization grant in above amount on the basis of the following Applicant is Eligible Applicant meets Program Criteria , Project is eligible Project meets Program Criteria and will improve, revitalize and remediate the above- notedblighting conditions on the Project property. Brief Project Description: Other Comments, ^ Disapproval of grant for the following reasons (see attached for conditions under which grant maybe reconsidered): CITY OF RIVERSIDE, MISSOURI CITY ADMINISTRATOR Dated this day of > 2002 Attachments: Grant Application (w/attachments) CITY OF RIVERSIDE, MISSOURI CITY ENGINEER SHOULD BE ATTACHED TO APPROVAL ORDINANCE ASAN EXH BITS ON (W/ATTACHMENTS) EXHIBIT L r BILL N0.2002-_ ORDINANCE NO. 2002- ~,~ AN ORDINANCE ADOPTING THE RECOMMENDATION OF THE GATEWAY GRANT AND LOAN REVITALIZATION PROGRAM REVITALIZATION COMMITTEE AND APPROVING THE APPLICATION OF [insert applicant's name] WHEREAS, the Board of Aldermen is charged with protecting the public health, safety and general welfare of the citizens of the City; and WHEREAS, in an attempt to cant' out this duty, the Board and the City have adopted the Gateway Grant and Loan Revitalization Program (the "Program"), the purpose of which is to make grants and loans to businesses within certain boundaries so that such businesses may improve their facilities and to facilitate the improvement, revitalization and remediation of blighting conditions within such boundaries; and WHEREAS, a component of the Program requires the City Administrator and City Engineer to review projects for eligibility for grant funding under the Program ,and make recommendations to the Board on, applications for such grants made pursuant to the Program; and WHEREAS, [insert applicant's name] ("Applicant") has submitted an application under the Program's Terms and Conditions (the "Application") fora grant to provide funding for an improvement project on property located at [insert property address/description] (the "Property"); and WHEREAS, the Property is within the boundaries of that area which has previously been Lam. declared blighted by the Riverside Tax Increment Financing Commission, and the City Administrator and City Engineer have confirmed that one or more blighting conditions do in fact exist at or on the ~ Property; and, i L L r L (f L~ WHEREAS, the City Administrator and City Engineer have recommended that the Board of Aldermen approve and accept the Application, NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. The Board of Aldermen hereby finds that the Property is within a blighted area as that term is defined at RSMo. § 99.800-99.865, and the Board of Aldermen further finds that the specific Property itself is blighted. Section 2. The Board of Aldermen hereby finds that the proposed project described in the Application will improve, revitalize and remediate the blighting conditions that exist on the Property. Section 3. The Board of Aldermen hereby adopts the City Administrator's and City Engineer's recommendation to approve the Application and does hereby approve and accept the Application. The Board of Aldermen agrees to grant to Applicant [insert dollar amount] on the terms and conditions set forth on the Grant Eligibility Recommendation attached hereto and incorporated herein by this reference. Section 3. This Ordinance shall become effective immediately upon final passage and approval by the ~,~ Mayor. Passed this day of , 200, Mayor ATTEST: City Clerk L~. L L 1:\CLIENTS\61492\00045\KO265643.DOC 2 U GRANT AGREEMENT In consideration of the mutual covenants and agreements contained herein, City agrees to make and Grantee agrees to accept, as of this day of , 20_, a grant in accordance with and subject to the terms and conditions set forth in this Grant Agreement (this "Agreement"). ARTICLE ONE PARTICULAR TERMS AND DEFINITIONS 1.01 City and Address: City of Riverside, Missouri 2950 NW Vivion Road Riverside, Missouri 64150 1.02 Grantee and Address: L _i 1.03 L to Grantee. L Grant: The grant of money in the amount of $ made by the City 1.04 Plans: Plans and specifications entitled prepared by ~ and .and all amendments and modifications thereof, approved by 1.05 Completion Date: 1.06 Contractor and Address: 20 1.07 Improvements: Any and all alterations, improvements and other structures and landscaping located on, or hereinafter located on, the Property. L 1.08 Grant Program: The Gateway Grant and Loan Revitalization Program adopted by the City pursuant to the Redevelopment Plan. f dated _ the City. EXHIBIT M r ' 1.09 Property: The property located in Platte County, Missouri, with a street address as follows: 1.10 Redevelopment Plan: The Gateway Redevelopment Plan adopted by the City of Riverside on , 2001 by Ordinance 1.11 Grantee Investment: $ _ ARTICLE TWO REPRESENTATIONS, WARRANTIES AND COVENANTS OF GRANTEE - Grantee represents, warrants and agrees, which representations, warranties and agreements will be deemed to be made with each advance hereunder and will survive the making of any and all advances, as follows: 2.01 As of this date, no work (including clearing and grading) has been done on the L Property by the Grantee or anyone else acting for or on behalf of the Grantee, and no materials have been placed on the Property by any materialmen or by anyone else, except for any such work the cost of which has been paid in full. f i 2.02 The Plans do, and the Improvements when constructed will, comply with all applicable restrictive covenants, zoning ordinances, building laws and codes, and other governmental regulations and requirements, including without limitation all of the requirements of ~` ~ the Grant Program and the Redevelopment Plan. 2.03 Grantee will disclose to the City, upon request, the names of all persons with whom ~ Grantee has contracted or intends to contract for any construction or for the furnishing of labor or L materials therefor, and when required by the City obtain the approval by the City of all such persons. 2.04 The Improvements will be completed substantially in accordance with the Plans L with only such changes as may be approved in writing by the City, and the construction of said Improvements will be completed on or before the Completion Date notwithstanding delays L caused by fire, flood or other abnormal adverse weather conditions not reasonably anticipated. 2.05 The proceeds of the Grant disbursed under this Agreement will be used solely for the purchase of materials, labor, services, costs, and expenses incurred in connection with the ~... construction of the Improvements, or for such other costs and expenses agreed to by the City in writing. The proceeds of the Grant shall not be used to (i) pay off or refinance existing debts, (ii) pay salaries or owner's draws, (iii) pay for the purchase, or down payment for the purchase of 1... real estate, (iv) pay any payroll, income, real estate or other taxes or assessments, (v) make a loan to Grantee or to a related organization, (vi) invest in interest bearing accounts, certificates of deposit; or other investments not related to the objectives of the Grant Program, (vii) acquire an L~ equity position in a private business, (viii) subsidize interest payments on an existing loan, (ix) 1~ t.1 "" EXHIBIT M T . provide the equity contribution required of borrowers under other loan programs, or (x) acquire `„~ an interest in a business, either through the purchase of stock or through the acquisition of assets. 2.06 Grantee will promptly notify the City in writing of (i) any default or event which, with the giving of notice or lapse of time or both, would constitute a default hereunder, and (ii) any litigation or other proceedings before any court or governmental or administrative authority against Grantee or affecting Grantee's assets (including without limitation the Property) which would, if successful, materially affect Grantee or Grantee's assets, and (iii) any notices of any default under any contract for construction or furnishing of any labor or materials for the Improvements, whether from Contractor, any sub-contractor, fabricator of special materials or other material supplier. 2.07 In addition to the Grant proceeds, Grantee shall expend its own funds in an amount not less than the Grantee Investment in payment for materials, labor, services and other costs in connection with the construction of the Improvements. The amount of Grantee's funds as expended, together with the monies to be advanced to Grantee under this Agreement are sufficient to fully construct the Improvements and pay all expenses necessary for such construction. 2.08 Grantee shall comply with any and all Terms and Conditions of the Grant Program and Redevelopment Plan, including without limitation all requirements relating to civil rights, it being acknowledged by Grantee that it is familiar with all such Terms and Conditions. ~" 2.09 Grantee will reimburse the City for all expenses of any kind which maybe incurred ~ by the City in connection with or arising out of this Agreement, and the City may deduct from any L ~ advance to be made under this Agreement any amount necessary for the payment of any fees, expenses, charges, liens or encumbrances relating to the construction of the Improvements or upon ~ the Property, and all sums so deducted or applied will be deemed advances under this Agreement. 2.10 Grantee indemnifies and holds the City harmless from any and all actions, claims, ~ demands, damages, costs, expenses, and other liabilities, including but not limited to attorney's 'L fees, which the City may incur that in any way relate to or arise out of the construction of the Improvements, including but not limited to those arising out of the negligence of the City. 1_ 2.11 There are no pending lawsuits or judgments against Grantee which may in any way impair the ability of Grantee to fully perform all agreements contained in this Agreement or which r may affect the Property. L 2.12 Grantee shall permit the City or its representatives, at any reasonable time and from time to time, to enter upon the Property to inspect the same including all materials used in the ~, construction of the Improvements. Upon receipt of written request from the City, Grantee shall cause to be convected any structural or other defects in the Property or any departure from the Plans not approved by the City. 2.13 Grantee will not, without the prior written consent of the City waive, assign or ~- transfer any of Borrower's rights, powers, duties or obligations under this Agreement. i L EXHIBIT M _ t __ ARTICLE THREE ~~ CONDITIONS PRECEDENT TO CITY'S OBLIGATION TO DISBURSE PROCEEDS Subject to the provisions of this Agreement, the City will disburse to Grantee the Grant proceeds in one lump sum payment on the date on which all of the Conditions set forth herein are satisfied. The City's obligation to disburse will be subject to the satisfaction of the following conditions, and the City may, in the City's sole discretion, require Grantee to deliver written evidence of compliance with such conditions. 3.01 The Property is free and clear of all liens and encumbrances except such encumbrances as are acceptable to the City. 3.02 All evidence, statements and writings required to be furnished under the terms of this Agreement have been delivered to the City are true and correct and omit no material fact, the _ omission of which may make them misleading. 3.03 All bills for labor, materials and fixtures used in the construction of Improvements ` have been paid, and no one is asserting, or is in a position to assert, a lien with respect thereto. L 3.04 No Event of Default, as herein defined, shall have occurred, or there does not exist an event which, with the giving of notice or lapse of time or both, would constitute a default ~ hereunder. L ~. 3.05 The construction of the Improvements has been completed in accordance with the Plans and satisfactory evidence thereof has been furnished to the City. 3.06 The City has received the following in form and substance satisfactory to the City: L (a) A written statement specifying in detail the cost of all labor and materials famished in connection with the construction of the Improvements since the date of this Agreement and showing that the aggregate amount of such costs is equal to or greater than the sum L, of the Grant Proceeds and the Grantee Investment. Such statement must be accompanied by invoices and receipts and evidence of payment thereof by Grantee. ~„ (c) Any consents, certificates, approvals, permits, licenses, bonds, agreements, releases, lien waivers, evidence of partial or final completion, bills, invoices, receipts or such other j documents as the City reasonably requires. t_ 3.07 The Property, or any portion thereof, has not been (i) condemned or threatened with condemnation or (ii) damaged unless, in the judgment and opinion of the City, sufficient insurance ~-- proceeds have been received, and satisfactory arrangements have been made for the repairs. L ARTICLE FOUR DISBURSEMENT ~~ L J EXHIBIT M 4.01 Grantee's requisition for disbursement of the Grant Proceeds will be submitted to U the City at least five (5) business days prior to the date of the requested disbursement. 4.02 The City and its agents will have the right, but not the obligation, to inspect the Property and Improvements prior to disbursement, and if such inspections are made, the City will have no responsibility or liability for the failure or default of Contractor or any subcontractor, material supplier or laborer to construct said work in accordance with the provisions of the Plans, or for the accuracy of invoices submitted for labor or materials used in the construction of the Improvements, or for the payment of any cost or expense incurred in connection with such construction, or for the performance or nonperformance of any obligation of Contractor or Grantee to any person furnishing labor or materials in connection with such construction, it being agreed that neither Grantee, Contractor nor any person having an interest in the Property will have a right to rely on the procedures employed by the City, such procedures being for the sole benefit of the City. 4.03 Upon satisfaction of all of the conditions set forth in Article 3 and this Article 4, the City shall disburse to Grantee the Grant proceeds. '" 4.04 The City will have no liability or obligation, either express or implied, to Grantee; to Contractor or to any third parties in connection with the Improvements or its construction (including without limitation the obligation to verify that advances made pursuant to this Agreement are actually used to pay for labor or materials used in the construction of the ~ Improvements). L ~. ARTICLE FIVE EVENTS OF DEFAULT 5.01 The occurrence of any of the following events shall constitute an Event of Default ~ hereunder: L (a) Any covenant, agreement or condition in this Agreement is not fully and timely i performed, observed or kept; L (b) The failure to construct the Improvements with reasonable dispatch, the discontinuance of construction at any time for a period of fifteen (15) consecutive days, or the ;,_„ failure to complete construction of the Improvements by the Completion Date; ~ (c) Grantee is unable to satisfy any condition of its right to the receipt of the Grant '~ proceeds hereunder for a period in excess of fifteen (1 ~) days; (d) Any legal or equitable proceeding is commenced or threatened against Grantee which, if adversely determined, could reasonably be expected to impair substantially the ability of Grantee to perform each and every obligation under this Agreement; '~. (e) The validity of any permit, approval or consent by any governmental authority i ' relating to the Property is questioned by a proceeding before any board, commission, agency, `~ court, or other authority having jurisdiction; ,~ EXHIBIT M U (f) Any statement, representation or warranty in this Agreement or in any documents delivered to the City in connection with the Grant is false, misleading or erroneous in any material respect. 5.02 Upon the happening of any such Event of Default, the City shall be entitled to an immediate refund of the Grant, together with any and all other damages caused by such Event of Default. The City may, at its election, but without any obligation to do so, without notice, do any one or more of the following: (a) terminate its commitment to disburse the Grant proceeds; (b) reduce any claim to judgment; (c) exercise any and all rights and remedies afforded by this Agreement, law, equity or otherwise seeking recovery of the Grant proceeds and any other damages; (d) in its own name or in the name of Grantee enter into possession of the Property and perform any and all work and labor necessary to complete the Improvements substantially in accordance with the Plans and employ watchmen to protect the Property and the Improvements; all sums expended by the City for such purposes shall be deemed to have been paid to Grantee and shall be added to the outstanding Grant balance and shall be recoverable as damages hereunder. For this purpose, Grantee hereby constitutes and appoints the City its true and lawful attorney-in-fact with full power of substitution to complete the Improvements in the name of Grantee, and hereby empowers said attorney or attorneys as follows: (a) to use any funds of Grantee (including without limitation) any balance which may be held in escrow and any funds which may remain unadvanced hereunder, for the purpose of completing the Improvements in the manner prescribed by the Plans; (b) to make such additions and changes and corrections in the Plans which shall be necessary or desirable to complete the Improvements in substantially the manner contemplated by the Plans; (c) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for said purposes; (d) to pay, settle or compromise all existing bills and claims which are or may become liens against the Property, or may be necessary or desirable for the completion of the work or the clearance of title; (e) to execute all applications and certificates in the name of Grantee which may be required by any construction contract; and (f) to do any and every act with respect to the construction of the Improvements which Grantee may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have power to prosecute and defend all actions or proceedings in connection with the construction of the Improvements on the Property and to take such action and'require such performance as is deemed necessary. ARTICLE SIX GENERAL CONDITIONS The following conditions shall be applicable throughout the term of this Agreement: 6.01 This Agreement shall be construed in accordance with the laws of the State of Missouri. 6.02 This Agreement shall be for the benefit of, and be binding on, the executors, heirs. administrators, successors and assigns of the City and Grantee (provided, however, Grantee shall not have the right to assign this Agreement without the prior written consent of the City, which EXHIBIT M i may be given or withheld in the City's sole discretion), and may be executed in several ~~ counterparts, each of which will be an original. 6.03 All rights, powers, and remedies of the City contained in this Agreement are cumulative and in addition to all other rights, powers, and remedies created in any other document or existing under the law. Failure by Lender to exercise or enforce any right, power, or remedy under this Agreement will not constitute a waiver of such right, power, or remedy. 6.04 Any notice, request, or other communication required or permitted to be given under this Agreement shall be in writing and deemed given and received on the date mailed (by first class, postage prepaid) to the addressee at the address indicated above for each respective party, or on the date delivered if delivered in person. several. 6.05 The liability of each person executing this Agreement as Grantee shall be joint and 6.06 This Agreement is the complete and exclusive statement of the agreement between the parties with respect to the Grant and it supercedes any and all prior understandings or agreements between the parties, whether written or verbal. This Agreement may be amended only by contemporaneous or subsequent written agreement. In the event any part or provision of this Agreement is held unenforceable or void, the enforceability or validity of the remaining parts and provisions shall remain unaffected. 6.07 This Agreement is for the sole protection and benefit of the City and Grantee, and t`~ ~` no other person or entity shall have any right as a third party beneficiary hereunder or any right to bring an action hereon or claim the proceeds of the Grant hereunder. IN WITNESS WHEREOF, the parties have hereunto caused their names and seals to be ~ affixed, this day of , 20_ I Grantee { ~.. Grantee ~ CITY OF RIVERSIDE, MISSOURI. By: Name: Title: L ;~ r EXHIBIT M ~, PROGRAM INCOME AND EXPENSE STATEMENT For the (Most Recent) 12 Month Period Ended: Most Recent Period Prior Period 1. Program Income $ $ 2. Expenses Charged to Program Income a. E to ee Salaries $ $ b. E to ee Frin a Benefits $ $ c. Loan Processing/Closing Costs (attach itemized schedule b loan $ $ d. PiofeSSlorial Services (attach itemized schedule by loan) $ $ e. Marketin $ $ f. Pro am Staff Trainin $ $ . E ui ment -Rental $ $ - Ac uisition $ $ h. S ace rent $ $ i. Audit $ $ ~. Other S eci $ $ 3. Tota! Expenses (sum 2.a thru 2.j) $ $ 4. Net Program Income (1 minus 3) 5. Cumulative Net Program Income 6. Expenses as % of Program Income (3/1) 7. For the current 12 month period, provide an estimate of projected Program Income and the percentage expected to be used for Program administrative expenses. Projected Program Income $ % for Administration: 8. On a separate page, list all personnel positions which were funded partially or in full with Program Income for the most recent period only; list the aggregate dollar amount for salaries and fringe benefits for each listed position, and the amount and percent which were funded by Program Income. CERTIFICATION: The undersigned certifies that the above information and any attachments thereto are complete and accurate to the best of the undersigned's knowledge. By: CITY OF RIVERSIDE, MISSOURI CITY ADMINISTRATOR EXHIBIT N SEMIANNUAL GRANT STATUS REPORT Ly L ~L r L (~ L PART I: PORTFOLIO STATUS A. STATUS OF GRANTS: 1 2 # Pro ram $ Granted 1. Total Grants Made: 2. Defaulted Grants (attach description of each defaulted rant): PART II: PORTFOLIO FINANCIAL STATUS A. PROGRAM INCOME EARNED TO DATE.• 1. Interest Earned on Accounts: $ 2. Amounts Recovered from Defaulted Grantees: $ 3. Fees Char ed: $ 4. Total Pro ram Income sum 1+2+3 : $ 5. How much of Total Program Income (line 4) has $ been used to cover administration costs to date? 6. How much of Total Program Income has been $ added to the Revolving Loan Fund for loan portion of Pro ram line 4 minus line 5 ? B. STATUS OF GATEWAY GRANT FUND: $ 100,000.00 7. Total Grant Fundin : 8. Amounts recovered from defaulted antees: $ 9. Current level of Grant Base Ca ital sum of lines 7 & 8): $ C. CURRENT BALANCE AVAILABLE FOR NEW GRANTS: 10. Total Grants Made from Part I.A.1 : $ 11. Current Balance Available (deduct amounts show on line 10 from Current level of $ Base Ca ital line 9 12. Pro ram $$ committed but not disbursed: $ 13. Current Balance Available deduct amount on line 12 from line i 1): $ D. PR/VATS INVESTMENT _~__-._._..._.....ve~ :.,.,ncrmnnr levera¢ed on nroiects: $ tw. fora, au,vuua v, ...~... ~ ._...__ .-- -- - EXHIBIT O PART III: PORTFOLIO GRANT LIST Provide the followin information for each Pro am rant closed: Grant Reci lent Grant Amount 1. Grantee Name: 1. Grant Amount $ 2. Location (include city, county and state): Closin Date & Grant Terms Grant Status 1. Date Close 2. Total Fees 1. In Compliance: As of 2. Defaulted: Date 3. Defaulted Grant Recovered: Date PART IV: MISCELLANEOUS INFORMATION & CERTIFICATION A. RECENT GRANT ACTIV/TY Last 6 Months Onl 1. # A lications Received: # 2. # A lications A roved but not Disbursed: # 2. # Grants Disbursed: # ~ CERTIFICATION: I hereby certify on this day of 20_, that the information L~ provided in this Sertvannual Report is true and correct to the best of my knowledge. SIGNATURE (City Administrator) Check Attachments Submitted: Defaulted grant descriptions t L L~" `" EXHIBIT O ~, SEMIANNUAL REVOLVING LOAN FUND PERFORMANCE REPORT L. L ~...~. f L L L ~~ ,A L~ PART I: PORTFOLIO STATUS A. STATUS OF LOANS: 1) 2) 3) # Program $ Loaned Program Principal Outstandin 1. Total Loans Made: $ $ 2. Loans Full Re aid: $ $ 3. Current Loans: $ $ 4. Delinquent Loans (<60 days) (attach description of each delin uent loan): $ $ 5. Loans In Default (> 60 days) (attach description of each delin uent loan): $ $ 6. Total Active Loans Add lines 3, 4 & 5): $ $ 7. Total Written Off amount lost): $ $ PART II: PORTFOLIO FINANCIAL STATUS A. PROGRAM /NCOME EARNED TO DATE: 1. Interest Eamed on Loans: $ 2. Earnin s from Accounts: $ 3. Fees Char ed: $ 4. Total Pro ram Income stun 1+2+3 : $ 5. How much of Total Program Income (line 4) has $ been used to cover administration costs to date? 6. How much of Total Program Income has been $ added to the Revolving Loan Fund for lending (-ine 4 minus line 5 ? B. STATUS OF REVOLVING LOAN FUND.• 7. Total Revolvin Loan Fund Fundin $ 500,000.00 8. Pro ram Income Added to Revolvin Loan Fund for lendin line 6): $ 9. Losses on Loans (amount lost from Part I.A.7): $ 10. Current level or Revolvin Loan Fund Base Ca ital (sum of lines 7 & 8, less line 9): $ `` EXHIBIT P f L L f L~ C. CURRENT BALANCE AVA/CABLE FOR NEW LOANS: 11. Princi al Outstandin on Loans from Part I.A.6): $ 12. Current Balance Available (deduct amounts show on line 11 from Current level of Base Ca ital (line 10): $ 13. Pro am $$ committed but not disbursed: $ 14. Current Balance Available deduct amount on line 13 from line 12): $ D. PR/VATS /NVESTMENT 15. Total amount of rivate borrower) investment levera ed on ro ects: $ PART III: PORTFOLIO LOAN LIST Provide the followin information for each Pro ram loan closed: Loan Reci lent Ori final Princi al Amount 1. Borrower Name: 1. Princi al Amount $ 2. Location (include city, county and state): 2. Amount Guaranteed $ Closin Date & Loan Terms Loan Status Re a ment Status 1. Date Close 2. Term: Years 3. Interest Rate 4. Total Fees 1. Fully repaid: Date 2. Current as of: Date 3. Delinquent: Days 4. Default: Days S. Write-Off: Date 1. Principal Repaid 2. Interest Paid 3. Amount Delinquent 4. Amount Default 5. Amount Written-off PART IV: MISCELLANEOUS INFORMATION & CERTIFICATION A. RECENT LOAN ACT/V/TY Last 6 Months Onl 1. # A lications Received: # 2. # A lications A roved but not Disbursed: # 2. # Loans Disbursed: # CERTIFICATION: The undersigned hereby certifies on this _ day of , 20_, that the L infotTnation provided in this Semiatmual Report is true and correct to the best of his knowledge. r L, SIGNATURE (City Administrator) L Check Attachments submitted: Delinquent loan descriptions ( Defaulted loan descriptions [._/ J:~CLIENTS~61 i9P.00045~K0256062.DOC 2 ANNUAL REPORT FOR GATEWAY PROGRAM L --- I L L I A. PORTFOLIO FINANCIAL STATUS 1. Total Program Funding $ 500,000.00 2. Total Program Income Earned $ 3. Total Program Income Expended for Administrative Costs $ 4. Program Income in #2 that is set aside for Current Period Expenses $ 5. Total Losses on Loans $ 6. Program Capital Base [(1+2) less (3+4+5)] $ 7. Program Loan Principal Outstanding $ 8. Program Loan Commitments Not Disbursed $ 9. Current Balance Available for New Loans (6-7-8) $ a. Current account balance (most recent bank statement) $ b. Variance $ B. RECENT LOAN ACTIVITY Last 12 Months Onl 10. # A lications Received # 11. # A lications A roved but not Disbursed # 12. # Loans Closed # C. LOAN PORTFOLIO STATUS 13. a. Total Program $ $ Loaned $ b. Total # Loans made by the Program # 14. Princi alOutstandin $ a. Current Loans $ b. Delin uent Loans <60 da s attach descri tion of each delin uent loan) $ c. Defaulted Loans > 60 da s attach descri tion of each delin uent loan) $ 15. Total Written-Off $ 16. Total Non-Pro ram Borrower Investment $$ Levera ed b Pro ram $ D. GRANT PORTFOLIO FINANCIAL STATUS 17. Total Grant Pro ram Fundin $ 100,000.00 18. Total Amount of Grants made $ 19. Pro ram Grant Commitments Not Disbursed $ EXHIBIT Q i I L.y L L r L L L L~ I (~ I 20. Current Balance Available for New Grants 17-18-19 $ a. Current account balance most recent bank statement) $ b. Variance $ E. RECENT GRANT ACTIVITY 21. # A lications Received # 22. # A lications A roved but not disbursed # 23. # Grants disbursed # F. PROGRAM INCOME AND ADMINISTRATIVE EXPENSES 24. Total Pro ram Income for Year $ 25. Total Administrative Ex enses Paid From Pro ram Income $ 26. Net Pro ram Income 24-25) $ 27. Amount of Pro am Income set aside for Current Period Ex enses $ G. DISPUTES WITH BORROWERS/GRANTEES CIRCLE 28. Are there any ongoing disputes with borrowers? (attach description of each dispute) yES NO 29. Are there any ongoing disputes with grantees? (attach description of each dispute) yES NO CERTIFICATION: The undersigned hereby certify on this day of > 20 ,that the information provided in this Annual Report is true and correct to the best of our knowledge. FARMERS EXCHANGE BANK Signature (City Administrator) By: Name: Title: Check Attachments Submitted: program Income and Expense Statement (current year) Grant Status Reports (current year) Revolving Loan Fund Performance Reports (current year) Description of delinquent loans Description of disputes with borrowers Description of disputes with grantees EXHIBIT Q ,ry "P ~'~ ~ / ( -; JO! L This Map sets forth the general boundaries of the Redevelopment Area excepting out any properties in the L-385 Levee Redevelopment Area. tJMt1 M L Q ~-- ___. 2 POINT OF