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Home My WebLink AboutPW1995-0294 - Original - Washington Department of Ecology - Revolving Fund Loan Agreement #L9600018 - 98th Ave Regional Treatment Pond - 07/01/1995r STATE REVOLVING FUND LOAN 'AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND CITY OF KENT THIS is a binding loan agreement entered into by and between the state of Washington, Department of Ecology, hereinafter referred to as the "DEPARTMENT" and the City of Kent, hereinafter referred to as the "RECIPIENT." The purpose of this agreement, hereinafter referred to as this "Agreement," is to provide funds to the RECIPIENT to carry out the activities described herein. GENERAL INFORMATION PROJECT TITLE: LOAN NUMBER: RECIPIENT NAME AND ADDRESS: RECIPIENT CONTACT: AND TELEPHONE NUMBER: 98th Avenue Regional Treatment Pond L9600018 City of Kent 220 Fourth Avenue South Kent, WA 98032 William Wolinski (206) 859-3078 RECIPIENT FEDERAL ID NUMBER: 91-6001254 DEPARTMENT ADDRESS: Washington State Department of Ecology Water Quality Program P.O. Box 47600 Olympia, WA 98504-7600 DEPARTMENT PROJECT MANAGER Kitty Gillespie AND TELEPHONE NUMBER: (360) 407-6540 DEPARTMENT FINANCIAL MANAGER Kim McKee AND TELEPHONE NUMBER: (360) 407-6566 DEPARTMENT FUNDING SOURCE: State Revolving Fund TOTAL PROJECT COST $ 2,119,619 TOTAL ELIGIBLE PROJECT COST $ 2,119,619 LOAN AMOUNT $ 2,119,619 Subject to all of the terms, provisions, and conditions of this Agreement, and subject to the availability of federal funds, the DEPARTMENT will loan the sum of two million, one hundred nineteen thousand, six hundred nineteen dollars ($2,119,619), herein referred to as the Loan Amount, to the RECIPIENT. (The final loan amount may vary according to the terms herein, depending upon disbursements and accrued interest.) Interest Rate: The interest rate shall be 4.8 percent per annum. Term of Loan: The term of the loan shall be 20 years. City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 The effective date of this Agreement shall be July 1, 1995. Any work performed prior to the effective date of this Agreement without prior written authorization will be at the sole expense and risk of the RECIPIENT. This Agreement shall remain in effect until the date of final repayment of this loan, unless terminated earlier according to the provisions herein. Any changes, additions, and/or deletions in Scope of Work shall require prior approval by letter from the DEPARTMENT. Scope of Work does not denote eligible components. It is for the purpose of describing the Project to be constructed. TABLE OF CONTENTS Page PART I. PROJECT DESCRIPTION . . . . . . . . . . . . . 3 PART II. PROJECT BUDGET . . . . . . . . . . . . . . . 3 PART III. AUTHORITY . . . . . . . . . . . . . . . . . . 4 PART IV. REPAYMENT AND SECURITY PLEDGE . . . . . . . . 5 PART V. RECIPIENT'S COVENANTS AND AGREEMENTS . . . . 5 PART VI. PROJECT COMPLETION SCHEDULE . . . . . . . . . 6 PART VII. DISBURSEMENTS . . . . . . . . . . . . . . . . 7 PART VIII. REPAYMENTS . . . . . . . . . . . . . . . . . 7 PART IX. LOAN DEFAULT . . . . . . . . . . . . . . . . 9 PART X. SCOPE OF WORK . . . . . . . . . . . . . . 9 PART XI. SPECIAL TERMS AND CONDITIONS . . . . . . . . 12 PART XII. INCORPORATION OF DOCUMENTS . . . . . . . . . 14 PART XIII. ALL WRITINGS CONTAINED HEREIN . . . . . . . . 15 PART XIV. OPINION OF LEGAL COUNSEL . . . . . . . . . . 16 SIGNATURE PAGE . . . . . . . . . . . . . . . 17 ATTACHMENT 1. DEFINITIONS . . . . . . . . . . . . . . . . . ATTACHMENT 2. GENERAL TERMS AND CONDITIONS PERTAINING TO GRANT AND LOAN AGREEMENTS . . . . . . . . . . ATTACHMENT 3. LOAN REPAYMENT SCHEDULE . . . . . . . . . . . Page 2 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 PART I. PROJECT DESCRIPTION This project is designed to improve the water quality of Garrison Creek by reducing streambed erosion and bank erosion due to high-water velocities in the stream. There are three specific project goals: 1. The first goal is the reduction of highly erosive flows down Garrison Creek Canyon and the subsequent siltation of Lower Garrison Creek - a viable habitat for native trout in addition to coho salmon. This first goal is addressed by the construction of a standard flow restriction structure and by providing live storage volume through the construction of an off-line, 50 acre- feet storage pond. 2. The second goal is treatment for nonpoint pollution. This goal will be met by providing a presettling basin with provisions for routing partial flows to existing wetlands. The basin will be designed to reduce suspended solids and to capture floatables and other debris, and by providing a wetpond within the main detention pond which will further reduce turbidity and will remove additional suspended solids and heavy metals. Opportunities for nutrient uptake will also occur through infiltration and vegetation bioaccumulation. 3. The third goal provides for the treatment of the water quality storm event. Utilizing constructed improvements, storm events will be routed to the presettling basin and wetlands. PART II. PROJECT BUDGET Total Eligible Total Project SRF Major Task Elements Project Cost Cost Loan A. Project Management $ -0- $ -0- $ -0- B. Surveying $ 43,000 $ 43,000 $ 43,000 C. Construction $1,750,147 $1,750,147 $1,750,147 D. Construction Management $ 50,000 $ 50,000 $ 50,000 Subtotal $1,843,147 $1,843,147 $1,843,147 Construction Contingency $ 276,472 $ 276,472 $ 276,472 (15%) Total $2,119,619 $2,119,619 $2,119,619 Page 3 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 Source and Type of Funds for the Project Federal/State/Local SRF Loan (FY96) (100%) Total 100% PART III. AUTHORITY A. This loan is authorized February 6, 1996, Kent to the Constitution and amendatory thereof and authority. $2,119,619 $2,119,619 by the RECIPIENT pursuant to the City Council Consent Calendar and pursuant laws of the state of Washington, and laws supplemental thereto, and the RECIPIENT'S B. The RECIPIENT warrants the following: 1. It is a duly formed and legally existing political subdivision of the state of Washington and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement. 2. There is no material adverse information relating to the Project or this Agreement known to RECIPIENT, which has not been disclosed in writing to the DEPARTMENT. 3. No litigation is now pending or, to the RECIPIENT'S knowledge, threatened, seeking to restrain or enjoin the execution of this Agreement, or the fixing or collection of the revenues, rates, and charges pledged to pay the principal and interest on the Loan, or in any manner questioning the proceedings and authority under which the Loan is authorized, and neither the corporate existence or boundaries of the RECIPIENT nor the title of the present officers to their respective offices is being contested, and that no authority or proceeding for the execution of this Agreement has been repealed, revoked, or rescinded. 4. This obligation does not constitute a general obligation debt of the RECIPIENT or the state of Washington. 5. It has exercised due regard for Maintenance and Operation Expense and the debt service requirements of the Senior Lien Obligations and other outstanding obligations pledging the Gross Revenues of the Utility, and that it has not obligated the RECIPIENT to set aside and pay into the Loan Fund a greater amount of the Gross Revenues of the Utility than in its judgement will be available over and above such Maintenance and Operation Expense and the debt service requirements of the Senior Lien Obligations and other obligations of the Utility. Page 4 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 PART IV. REPAYMENT AND SECURITY PLEDGE Nature of RECIPIENT'S Obligation. The obligation of the RECIPIENT to make the loan payments from the sources identified herein and to perform and observe the other obligations on its part contained herein shall be absolute and unconditional, and shall not be subject to diminution by setoff, counterclaim, or abatement of any kind. PART V. RECIPIENT'S COVENANTS AND AGREEMENTS A. Acceptance. The RECIPIENT accepts and agrees to comply with all terms, provisions, conditions, and commitments of this Agreement, including all incorporated documents, and to fulfill all assurances, declarations, representations, and commitments made by the RECIPIENT in its application, accompanying documents and communications filed in support of its request for a loan. B. Accounts and Records. The RECIPIENT will keep proper and separate accounts and records in which complete and separate entries shall be made of all transactions relating to this Agreement. C. Time of Essence. Time is of the essence and all terms and conditions shall be of the essence of this Agreement. D. Execution in Several Counterparts. This Agreement may be executed in counterparts and each such counterpart shall for all purposes be deemed to be an original,, and all such counterparts, or as many of them as the RECIPIENT and the DEPARTMENT shall preserve undestroyed, shall together constitute but one and the same instrument. Except that all proposed amendments to this Agreement must be affirmed in writing by the DEPARTMENT before the amendment shall become part of this Agreement. E. Oral Agreements or Oral Commitments. This Agreement cannot be altered, amended, or discharged by any oral agreement or oral commitment. F. Alteration of Project. During construction and until this Loan is repaid or so long as this Agreement remains in effect, the RECIPIENT shall not materially alter the design or structural character of the Project without the written approval of the DEPARTMENT and shall take no action which would adversely affect the eligibility of the Project as a State Revolving Fund Project under Chapter 173.98 WAC or cause a violation of any covenant, condition, or provision herein. G. Sale or Disposal of Utility. The RECIPIENT will not sell, transfer, or otherwise dispose of any of the works, plant, Page 5 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 properties, facilities, or other part of the Utility or any real or personal property comprising a part of the Utility unless: 1. The facilities or property transferred are not material to the operation of the Utility, or shall have become unserviceable, inadequate, obsolete, or unfit to be used in the operation of the Utility or are no longer necessary, material, or useful to the operation of the Utility; or 2. The aggregate depreciated cost value of the facilities or property being transferred in any fiscal year comprises no more than three (3) percent of the total assets of the Utility; or 3. If the RECIPIENT receives from the transferee an amount equal to an amount which will be in the same proportion to the net amount of Senior Lien Obligations and this Loan then out- standing (defined as the total amount outstanding less the amount of cash and investments in the bond and loan funds securing such debt) as the Gross Revenue of the Utility from the portion of the Utility sold or disposed of for the preceding year bears to the total Gross Revenue for that period. The proceeds of any transfer under this subparagraph shall be used (a) to redeem promptly, or irrevocably set aside for the redemption of Senior Lien Obligations and to redeem the Loan, and/or (b) to provide for part of the cost of additions to and betterments and extensions of the Utility. H. _Maintenance of Insurance. The RECIPIENT will at all times carry fire and extended coverage, public liability and property damage, and such other forms of insurance with responsible insurers and with policies payable to the RECIPIENT on such of the buildings, equipment, works, plants, facilities, and properties of the Utility as are ordinarily carried by municipal or privately -owned utilities engaged in the operation of like systems, and against such claims for damages as are ordinarily carried by municipal or privately -owned utilities engaged in the operation of like systems, or it will self -insure or will participate in an insurance pool or pools with reserves adequate, in the reasonable judgement of the RECIPIENT, to protect the Utility against loss. PART VI. PROJECT COMPLETION SCHEDULE The RECIPIENT agrees to complete the Project in accordance with the following schedule. In the event that the schedule is not complied with, and after a thirty -day (30) grace period, the DEPARTMENT, after due notice to the RECIPIENT, may withdraw the loan and demand any outstanding balance of principal and interest be paid immediately. Any changes to this schedule must be effected through a formal loan amendment. Page 6 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 1. Construction Start Date: July 1. 1995 (Date in Notice to Proceed) April 30, 1996 2. Project Completion Date: August 1. 1996 3. Initiation of Operation Date: g 4. Useful Life of the Project: fNJA1 PART VII. DISBURSEMENTS A. Certification. Each request by the RECIPIENT for disbursement shall constitute a certification by the RECIPIENT to the effect that all representations made in this Agreement remain true as of the date of the request and that no adverse developments, affecting the financial condition of the RECIPIENT or its ability to complete the Project or to repay the loan plus accrued interest, have occurred since the date of this Agreement unless specifically disclosed in writing by the RECIPIENT in the request for disbursement. B. accrued Interest. Interest will begin to accrue on each disbursement from the date that the warrant is mailed to the RECIPIENT. PART VIII. REPAYMENTS A. Final Repayment Schedule. When the project has been fully completed or the Initiation of Operation date has occurred (if appropriate) and if earlier than the Project Completion Date, the DEPARTMENT and RECIPIENT will execute an agreement amendment, which details the final loan amount, and the DEPARTMENT will prepare a final loan repayment schedule. The final loan amount will be the combined total of actual disbursements and all accrued interest, if any. Any eligible costs incurred during the one-year certification period will be included in a revised final loan amount in a subsequent amendment. In the event that a one-year performance certification is required, and additional eligible costs have been incurred, the final repayment schedule may be changed by formal amendment. B. Semiannual Payments. Notwithstanding any other provision of this Agreement, the first semiannual payment of principal and interest due on this loan shall be paid not later than one year after Initiation of Operation, or five years from the first disburse- ment, whichever is earlier. Equal payments shall be due every six months after this first payment due date. A formal amendment is required to change the amount of the semiannual principal and interest payments. The RECIPIENT will continue to make semiannual payments based on the loan agreement Page 7 of 17 City of Kent 98th Avenue Regional Loan No. L9600018 as amended. Treatment Pond Project Payments are to be mailed to: Department of Ecology Cashiering Section P.O. Box 5128 Lacey, WA 98503-0210 C. Prepayment of Loan. So long as the DEPARTMENT shall hold this Loan, the RECIPIENT may prepay, the entire unpaid principal balance and accrued interest of the Loan, or any portion of the remaining unpaid principal balance of the Loan. Any prepayments of any portion of the unpaid principal balance of the Loan will be applied first to any accrued interest due, and then to the outstanding principal balance. If the RECIPIENT elects to prepay for the entire remaining unpaid balance and accrued interest, the RECIPIENT shall give the DEPARTMENT notice in writing, at least thirty days prior to the prepayment date. D. Late Payments. If any amount of principal and or interest payable to the DEPARTMENT pursuant to this agreement remains unpaid after it becomes due and payable, interest shall accrue at the rate of one (1) percent per month on the amount of such delinquent pay- ments from and after the due date until it is paid in full, and the RECIPIENT hereby agrees to pay such interest; Provided, that no such interest shall be charged to or be payable by the RECIPIENT under this article unless such delinquency continues for more than thirty (30) days. Nothing in this provision affects the DEPARTMENT'S default rights reserved in this agreement. E. Phased or Segmented Projects. If the Project has been phased or segmented, the provisions for repayment shall apply to the completion of the individual phases or segments. F. Project Refinancing. If the RECIPIENT refinances this Project or obtains any grant or loan to finance the Project additional to those listed in Section III without the written consent of the DEPARTMENT, the DEPARTMENT may declare a breach of this Agreement and may declare any unpaid loan principal and interest immediately due and payable. In such a case, any grant or loan obtained by the RECIPIENT to finance or refinance the Project shall be used to repay the RECIPIENT'S obligations to the DEPARTMENT under this Agreement unless the DEPARTMENT finds, in its sole discretion, that repayment from the additional grant(s) or loan(s) would not be in the public interest. G. Reserve Fund. For revenue secured loans with terms greater than five (5) years, the RECIPIENT must accumulate a Reserve Fund equivalent to at least the Average Annual Debt Service on the Loan [plus an Emergency Repair and Replacement Fund Reserve Requirement Page 8 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 equivalent to one half of the Average Annual Dept Service], during the first six (6) years of the repayment period of the Loan. These funds shall be deposited in the Reserve Account in approximately equal annual payments commencing within one year after the Initiation of Operation or the Project Completion Date, whichever comes first. PART IB. LOAN DEFAULT A. The RECIPIENT will be in default of its obligations under this agreement when any loan repayment becomes sixty (60) days past due or when any provision of this agreement is not executed in full. B. In the event of a default, including a declaration of a default by the DEPARTMENT, the DEPARTMENT may cease making further disbursements under this Agreement and may declare the principal and interest on the loan immediately due and payable. In accordance with RCW 90.50A.060, in event of default, any state funds otherwise due to the RECIPIENT may be withheld and applied to the indebtedness. C. In the event of default, any state funds otherwise due to the RECIPIENT may be withheld and applied to the indebtedness. D. The state of Washington reserves the right to take any action it deems necessary to collect the amounts due or to become due, or to enforce the performance and observance of any obligation by the RECIPIENT of this Agreement. E. In any action to enforce the provisions of this Agreement, reasonable fees and expenses of attorneys and other reasonable expenses (including without limitation, the reasonably allocated costs of legal staff) shall be awarded to the prevailing party as that term is defined in RCW 4.84.330. PART X. SCOPE OF WORK Task 1 - Project Administration/Management A. The RECIPIENT shall be responsible for the effective administra- tion and management of this Project. Project administration shall include, but not be limited to, maintenance of project records, submittal of fiscal forms and payment vouchers, certification of statutory compliance with procurement and interlocal agreement requirements, and attainment of all required permits, licenses, easements, or property rights necessary for the Project. B. The RECIPIENT shall perform project management. These activities shall include, but not be limited to conducting, coordinating, and scheduling of all project activities, quality control, and the preparation and submittal of required performance items. Page 9 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 The RECIPIENT shall ensure that every effort will be made to maintain effective communication with the RECIPIENT's designees, the DEPARTMENT, all affected local, state, or federal juris- dictions, or any interested individuals or groups. The RECIPIENT shall carry out this Project in accordance to the Project Schedule outlined in this Agreement. C. The RECIPIENT certifies by signing this Agreement that all negotiated interlocal agreements necessary for the Project are, or will be, consistent with the terms of this Agreement and Chapter 39.34 RCW Interlocal Cooperation Act. The RECIPIENT shall submit a copy of each interlocal agreement to the DEPARTMENT. D. The RECIPIENT certifies by signing this Agreement that Chapter 39.80 RCW Contracts for Architectural and Engineering Services has been met in selecting qualified architectural/engineering services. The RECIPIENT shall identify and separate eligible and ineligible costs in the final negotiated agreement and submit a copy of this Agreement to the DEPARTMENT. Required Performance: 1. Effective administration and management of this loan project. 2. Submittal of all required performance items, progress reports, financial vouchers, and maintenance of all project records. 3. Completion of all project requirements by April 30, 1997. Task 2 - Surveying and Design A survey will be conducted to identify and mark the location of the detention pond. Required Performance: A survey report showing the layout of the pond will be completed. The earth will be marked to show the locations of pond weirs, outfall and other footings. The report will incorporate previously developed engineering specifications. Task 3 - Construction A. The RECIPIENT shall not proceed with any construction related activity until all necessary plans and specifications are approved in writing by the DEPARTMENT. B. Change orders that are a significant deviation from the approved plans/specifications must be submitted for DEPARTMENT review and approval, prior to execution. All other change orders must be approved by the DEPARTMENT for technical merit and should be Page 10 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 submitted within 30 days after execution. C. The construction budget, reflected in this loan, will be adjusted once actual construction bids are received. D. Subject to fund availability, the DEPARTMENT may meet bids up to 110 percent of the construction bid amount shown in the original loan application. The RECIPIENT shall make a formal, written request to the DEPARTMENT for this consideration. The amount of any budget increase will be subject to the ceiling amount per public body established by the DEPARTMENT. Required Performance: A 5 acre-foot detention and treatment pond will be constructed at 96th Avenue in the city of Rent. Task 4 - Construction Management A. A detailed construction quality assurance plan shall be submitted within 30 days of the date this agreement is signed by the DEPARTMENT. This plan must describe the activities which will be undertaken to achieve adequate and competent performance of all construction work. B. A construction schedule shall be submitted to the DEPARTMENT within 30 days of the date this agreement is signed by the DEPARTMENT. The construction schedule shall be revised, and/or updated, whenever major changes occur and at a minimum of every three months. When changes in the construction schedule effect previous cash flow estimates, a revised cash flow projection will be submitted. C. An operations and maintenance (O&M) manual shall be prepared in conformance with WAC 173-240-080 "Operation and Maintenance Manual" and the DEPARTMENT's guidelines and submitted for review and comment at the 50 percent stage of construction. The RECIPIENT shall coordinate the development of the O&M manual with the DEPARTMENT following the initial submittal to ensure that a completed and approved O&M manual by the DEPARTMENT shall exist at the 90 percent stage of construction. The O&M manual shall be updated as necessary following plant start-up to reflect actual operating experience. D. At the Initiation of Operation date, as referenced in Part IX of this Agreement, a one-year performance certification period shall be enacted to ensure that water pollution control facilities are constructed and operating properly, as designed, and will be able to continue to operate effectively throughout its design life. At the end of this period, the RECIPIENT will certify to the DEPARTMENT that the Project meets the performance standards. If Page 11 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 the standards are not met, a correction action plan will be prepared by the RECIPIENT and submitted to the DEPARTMENT. E. Upon completion of construction, the RECIPIENT shall provide the DEPARTMENT with a set of "as -built" plans, in addition to a certification statement, signed by a professional engineer, indicating the Project was completed in accordance with the plans and specifications and major change orders approved by the DEPARTMENT and shown on the "as -built" plans. F. Within thirty (30) days after construction of the project is accepted by the RECIPIENT as being complete, the RECIPIENT shall transmit to the DEPARTMENT a "Declaration of Construction of Water Pollution Control Facilities," as required by Chapter 173-240 WAC Submission of Plans and Reports for Construction of Wastewater Facilities. In addition, the RECIPIENT must document that an operator certified at the appropriate level is on staff. The DEPARTMENT will then schedule a final inspection of the Project. Required Performance: The RECIPIENT will oversee all the activities necessary to construct the detention and treatment pond described herein. PART XI. SPECIAL TERMS AND CONDITIONS A. Accounting Standards. The RECIPIENT shall maintain accurate records and accounts for the project (Project Records) in accordance with generally accepted government accounting standards including those contained in the "Standards for Audit of Governmental Organizations, Programs, Activities, and Functions" promulgated by the U.S. General Accounting Office. These Project Records shall be separate and distinct from the RECIPIENT's other records and accounts (General Accounts). Eligible costs shall be audited annually by an independent, certified accountant and/or state auditor, which may be part of the annual audit of the General Accounts of the RECIPIENT (if the annual audit includes an auditing of this Project). A copy of such annual audit(s), including all written comments and recommendations of such accountant, shall be furnished to the DEPARTMENT within 150 days of the close of the fiscal years being so audited. B. Debarment and Suspension Standards. The RECIPIENT shall follow the debarment and suspension standards of Title 40 of the Code of Federal Regulations Part 32. C. Minority and Women's Business Participation. The RECIPIENT agrees to utilize to the maximum extent possible, minority -owned and women -owned businesses in purchases and contracts initiated after Page 12 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 the effective date of this Agreement. In the absence of more stringent goals established by the RECIPIENT's jurisdiction, the RECIPIENT agrees to utilize the DEPARTMENT'S goals for minority- and women -owned business participation in all bid packages, request for proposals, and purchase orders. These goals are expressed as a percentage of the total dollars available for the purchase or contract and are as follows: Minority -owned business participation - to percent Women -owned business participation - 6 percent The RECIPIENT and ALL prospective bidders or persons submitting qualifications shall take the following steps in any procurement initiated after the effective date of this Agreement: 1. Include qualified minority and women's businesses on solicitation lists. 2. Ensure that qualified minority and women's businesses are solicited whenever they are potential sources of services or supplies. 3. Divide the total requirements, when economically feasible, into smaller tasks or quantities, to permit maximum participation by qualified minority and women's businesses. 4. Establish delivery schedules, where work requirements permit, which will encourage participation of qualified minority and women's businesses. 5. Use the services and assistance of the State Office of Minority and Women's Business Enterprises (OWMBE) and the Office of Minority Business Enterprises of the U.S. Department of Commerce, as appropriate. By signing this Agreement, the RECIPIENT certifies that the above steps were, or will be followed. The RECIPIENT shall report to the DEPARTMENT at the time of submitting each invoice, on forms provided by the DEPARTMENT, payments made to qualified firms. The report will address: 1. Name and state OMWBE certification number of any qualified firm receiving funds under the voucher, including any sub - and/or sub -subcontractors. 2. The total dollar amount paid to qualified firms under this invoice. D. Prevailing Waae. The RECIPIENT shall require all contractors and subcontractors on the Project to pay wages at rates not less than those prevailing for the same type of work on similar construction in the immediate locality, in compliance with the Davis -Bacon Act (40 U.S.C., sec. 276a through 276a-7) or state requirements, whichever is more stringent. Page 13 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 E. Procurement and Debarment and Suspension. The RECIPIENT is responsible for procuring professional, personal, and other services using sound business judgement and good administrative procedures. This includes issuance of invitation of bids, requests for proposals, selection of contractors, award of sub - agreements and other related procurement matters. The RECIPIENT shall follow the procurement standards of Title 40 of the Code of Federal Regulations Part 31. F. Public Awareness. All public awareness notices, signs, or announcements, related to a project financed in whole or in part by funds related to this Agreement should inform the public of the DEPARTMENT's involvements and the involvement of the federal government. G. Small Business in Rural Areas (SBRAs). If a contract is awarded by the RECIPIENT under this Agreement, the RECIPIENT is also required to utilize the following affirmative steps: 1. Place SBRAs on solicitation lists; 2. Make sure the SBRAs are solicited whenever there are potential sources; 3. Divide total requirements, when economically feasible, into small tasks or quantities to permit maximum participation by SBRAs; 4. Establish delivery schedules, where requirements of work will permit, which could encourage participation by SBRAs; 5. Use the services of the Small Business Administration and the Minority Business Development Agency of the U.S. Department of Commerce, as appropriate; and 6. Require the contractor to comply with the affirmative steps outlined above. The negotiated "Fair Share percentage" for the SBRAs is 5 percent. There is no formal reporting requirement for SBRAs at this time; it is recommended that the RECIPIENT keep records of SBRA participation. PART %II. INCORPORATION OF DOCUMENTS This Agreement incorporates the following documents by attachment and reference: A. Attachments• - ATTACHMENT 1: DEFINITIONS FOR SRF LOAN AGREEMENTS; - ATTACHMENT 2: GENERAL TERMS AND CONDITIONS PERTAINING TO GRANT AND LOAN AGREEMENTS; - ATTACHMENT 3: ESTIMATED LOAN REPAYMENT SCHEDULE; Page 14 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 . B. References: 1. DEPARTMENT'S SRF Program Guidelines, revised May 1994; 2. Facilities Plan Approval Letter (where applicable) and any amendments thereto; 3. Plans and Specifications Approval Letter and any amendments thereto; 4. Declaration of Construction of Water Pollution Control Facilities; and 5. RECIPIENT'S legislation (Ordinance for cities, towns, and applicable charter counties, Resolution for others) adopting the system or plan, or system or plan of additions and betterments to and extensions of the Utility (in the case of cities and towns) or comprehensive plan, or comprehensive plan amendment, relating to the Project. C. Amendments. All formal amendments to this agreement, must be properly executed, and signed by the DEPARTMENT. PART XIII. ALL WRITINGS CONTAINED HEREIN This Agreement, including the incorporated documents, contains the entire understanding between the parties, and there are no other understandings or representations other than those set forth or incorporated by reference herein. No subsequent substantive amendments) to this Agreement shall be of any force or effect unless made on the DEPARTMENT's contract amendment form and that form is signed by authorized representatives of the RECIPIENT and the DEPARTMENT, and made part of this Agreement; EXCEPT: A. In relation to change of the DEPARTMENT'S Project Officer or the RECIPIENT'S Contact as set forth on page 1 of this document, either party may make such change by sending a letter to the other, to that effect, without the signature of the other party; B. In relation to insubstantial modifications and changes which will be requested by the RECIPIENT in writing and approved in writing by the Project Officer. Page 15 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 PART BIV. OPINION OF LEGAL COUNSEL By signing this page, the RECIPIENT's legal counsel is providing an opinion that affirmatively establishes that: A. The RECIPIENT is a duly organized and legally existing municipal corporation under the laws of the state of Washington; B. The RECIPIENT has the power and authority to execute and deliver, and perform its obligations under, the Loan and this Agreement; C. This Agreement has been duly authorized and executed, acknowledged where necessary, by RECIPIENT authorized representatives and, to the best knowledge of such Counsel, all other necessary actions have been taken, so that this Agreement is valid, binding, and enforceable upon the RECIPIENT in accordance with its terms, except as such enforcement is affected by bankruptcy, insolvency, moratorium, or other laws affecting creditor's rights and principles of equity if equitable remedies are sought; and to such Counsel's knowledge, this Agreement does not violate any other agreement, statute, court order, or law to which the RECIPIENT is a party or by which it is bound. D. The Loan constitutes a valid obligation of the RECIPIENT payable solely out of the Net Revenues of the [Utility/District] [and ULID Assessmental._ 3 pie is Legal Counsel ' Dgte Page 16 of 17 City of Kent 98th Avenue Regional Treatment Pond Project Loan No. L9600018 In Witness Whereof, the parties execute this Agreement. STATE OF WASHINGTON DEPARTMENT OF ECOLOGY I EL L WELYN OATEF GRAM AG R WATER QUA ITY PROGRAM APPROVED AS TO FORM ONLY ASSISTANT ATTORNEY GENERAL Revised (5/95) OTTV nF YRNT Page 17 of 17 r� DEFINITIONS FOR SRF LOAN AGREEMENTS ATTACHMENT 1 Unless the context clearly requires otherwise, these terms shall have the respective meanings set forth for all purposes of this Agreement. "Annual Debt Service" for any calendar year means for any applicable series of bonds or applicable loans, including the Loan, all the interest plus all principal due on such bonds or loans in such year. "Average Annual Debt Service" means at the time of calculation, the sum of the Annual Debt Service for the remaining years to the last scheduled maturity of the Loan divided by the number of those years. "Coverage Requirement" means annual Net Revenue, together with ULID Assessments, at least equal to Annual Debt Service on all Senior Lien Obligations plus Annual Debt Service on the Loan. "Defease" - means the setting aside in escrow or other special fund or account of sufficient investments and money dedicated to pay all principal and interest of all or a portion of an obligation as they come due. "Department" means the state of Washington, Department of Ecology, or any successor agency or department. "General Obligation Debt" means an obligation of the RECIPIENT secured by annual ad valorem taxes levied by the RECIPIENT and by the full faith, credit and resources of the RECIPIENT. "Gross Revenue" means all of the earnings and revenues received by the RECIPIENT from the maintenance and operation of the Utility and all earnings from the investment of money on deposit in the Loan Fund, except ULID Assessments, government grants, RECIPIENT taxes, principal proceeds of bonds and other obligations and earnings or proceeds from any investments in a trust, defeasance or escrow fund created to defease or refund Utility obligations or in an obligation redemption fund or account other than the Loan Fund until commingled with other earnings and revenues of the Utility or held in a special account for the purpose of paying a rebate to the United States Government under the Internal Revenue Code. "Initiation of Operation" is the actual date the facility begins to operate for its intended purpose. This date may occur prior to final inspection and will be determined by the DEPARTMENT after consultation with the RECIPIENT. This date may be the same or earlier than the date of project completion. Por- those projects where the initiation of Operation date is not .applicable, use the date of project completion_ llage 1 of 3 "Loan" means the State Revolving Fund (SRF) or Centennial Clean Water Fund (CCWF) Loan made pursuant to this Agreement. "Loan Fund" means that special fund of the RECIPIENT created by ordinance or resolution for the payment of the principal of and interest on this Loan. "Maintenance and Operation Expense" means all reasonable expenses incurred by the RECIPIENT in causing the Utility to be operated and maintained in good repair, working order, and condition including payments to other parties for the transmission, treatment or disposal of sewage but shall not include any depreciation or RECIPIENT levied taxes or payments to the RECIPIENT in lieu of taxes. "Net Revenue" means the Gross Revenue less the Maintenance and Operation Expense. "Project" means the project described in this Agreement. "Project Completion Date" is the date incorporated into the loan agreement that identifies the date that the Scope of Work will be fully completed and the date the project will end. The project completion date may be changed to an earlier or later date by a formal amendment that is properly executed and signed by the DEPARTMENT. "Principal and Interest Account" means the account of that name herein created in the Loan Fund with respect to a Revenue Secured Debt to be first used to pay the principal of and interest on the Loan. "Reserve Account" means for a Revenue Secured Debt the account created in the Loan Fund to secure the payment of the principal of and interest on the Loan and any obligations issued on a parity therewith. "Revenue Secured Debt" means an obligation of the RECIPIENT that is secured by the revenue of the Utility and that is not a general obligation of the RECIPIENT. For the purposes of this Agreement, the term Revenue Secured Debt shall apply only if the Project is a sanitary sewer or storm sewer utility and only if the RECIPIENT has created a storm sewer or surface water utility or storm water utility. If the Project provides for a mixture of various activities which include sanitary or storm sewer activities, the Loan shall not be a Revenue Secured Debt. "Senior Lien Obligations" means all revenue bonds and other obligations of the RECIPIENT outstanding on the date of execution of this Agreement (or subsequently issued on a parity therewith, or to refund such bonds or obligations) and bonds or issued to other than a governmental entity after the date of execution of this Agreement having a claim or lien on the Gross Revenue of the Utility, subject only to Maintenance and operation Expense. "Sewer System" or "water pollution control facilities," means any f;ic.iliti_es or systems for the control, collection, storage, treatment, disposal, or recycling of wastewater; including but not limited to ;anitary sewage, stormwater, residential, commercial_, industrial, and Vgricul.tural wastes. Page 2 of 3 ""'ULID" means any utility local improvement district of the RECIPIENT created for the acquisition or construction of additions to and extensions and betterments of the Utility. "UM D Assessments" means all assessments levied and collected in any 11I.TD. Such assessments are pledged to be paid into the Loan Fund (less any prepaid assessments permitted by law to be paid into a construction fund or account). ULID Assessments shall include installments thereof and any interest or penalties which may be due thereon. "Utility" means either the water system, the sewer system (which may include a storm sewer or surface water system), or the combined water and sewer system of the RECIPIENT the Gross Revenues of which are pledged to pay and secure the Loan. Page 3 of 3 aTT.',CHMENT 2 GENERAL TERMS AND CONDITIONS Pertaining to Grant and Loan Agreements of . the Department of Ecology A. RECIPIENT PERFORMANCE All activities for which grant/loan funds are to be used shall be accomplished by the RECIPIENT and RECIPIENT's employees. The RECIPIENT shall not assign or subcontract performance to others unless specifically authorized in writing by the DEPARTMENT. B. SUBGRANTEE/CONTRACTOR COMPLIANCE The RECIPIENT must ensure that all subgrantees and contractors comply with the terms and conditions of this agreement. C. THIRD PARTY BENEFICIARY The RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this agreement, the state of Washington is named as an express third -party beneficiary of such subcontracts with full rights as such. D. CONTRACTING FOR SERVICES (BIDDING) Contracts for construction, purchase of equipment and professional architectural and engineering services shall be awarded through a competitive process, if required by State law. RECIPIENT shall retain copies of all bids received and contracts awarded, for inspection and use by the DEPARTMENT. E. ASSIGNMENTS No right or claim of the RECIPIENT arising under this agreement shall be transferred or assigned by the RECIPIENT. F. COMPLIANCE WITIi ALL LAWS 1. The RECIPIENT shall comply fully with all applicable Federal, State and local laws, orders, regulations and permits. Prior to commencement of any construction, the RECIPIENT shall secure the necessary approvals and permits required by authorities having jurisdiction over the project, provide assurance to the . DEPARTMENT that all approvals and permits have been secured, and make copies available to the DEPARTMENT upon request. 2. Discrimination. The DEPARTMENT and the RECIPIENT agree to be bound by all Federal and State laws, regulations, and policies against discrimination. The RECIPIENT further agrees to affirmatively support the program of the Office of Minority and Women's Business Enterprises to the maximum extent possible. The RECIPIENT shall report to the DEPARTMENT the percent of grant/loan funds available to women or minority owned businesses. 3. Wgges And Job Safety. The RECIPIENT agrees to comply with all applicable laws, regulations, and policies of the United States and the State of Washington which affect wages and job safety. 4. Industrial Insurance. The RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. If the RECIPIENT fails to comply with such laws, the DEPARTMENT shall have the right to immediately terminate this agreement for cause as provided in Section K.1, herein. G. KICKBACKS The RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this project to give up any part of the compensation to which he/she is otherwise entitled or, receive any fee, commission or gift in return for award of a subcontract hereunder. H. AUDITS AND INSPECTIONS 1. The RECIPIENT shall maintain complete program and financial records relating to this agreement. Such records shall clearly indicate total receipts and expenditures by fund source and task or object. All grant/loan records shall be kept in a manner which provides an audit trail for all expenditures. All records shall be kept in a common file to facilitate audits and inspections. Engineering documentation and field inspection reports of all construction work accomplished under this agreement shall be maintained by the RECIPIENT. 2. All grant/loan records shall be open for audit or inspection by the DEPARTMENT or by any duly authorized audit representative of the State of Washington for a period of at least three years after the final grant payment/loan repayment or any dispute resolution hereunder. If any such audits identify discrepancies in the financial records, the RECIPIENT shall provide clarification and/or make adjustments accordingly. 3. All work performed under this agreement and any equipment purchased, shall be made available to the DEPARTMENT and to any authorized state, federal or local representative for inspection at any time during the course of this agreement and for at least three years following grant/loan termination or dispute resolution hereunder. 4. RECIPIENT shall meet the provisions in OMB Circular A-128 (Audit of State and Local Governments) or OMB Circular A-110 (Uniform Requirements for Grants to Universities, Hospitals and Other Non -Profit -Organizations) if the RECIPIENT receives federal funds in excess of $25,000. The RECIPIENT must forward a copy of the state auditor's audit along with the RECIPIENT response and the final corrective action plan as approved by the SAO to the DEPARTMENT within ninety (90) days of the date of the audit report. I. PERFORMANCE REPORTING The RECIPIENT shall submit progress reports to the DEPARTMENT with each payment request or such other schedule as set forth in the Special Conditions. The RECIPIENT shall also report in writing to the DEPARTMENT any problems, delays or adverse conditions which will materially affect their ability to meet project objectives or time schedules. This disclosure shall be accompanied by a statement of the action taken or proposed and any assistance needed from the DEPARTMENT to resolve the situation. Payments may be withheld if required progress reports are not submitted. Quarterly reports shall cover the periods January 1 through March 31, April 1 through June 30, July 1 through September 30, and October 1 through December 31. Reports shall be due within twenty (20) days following the end of the quarter being reported. J. COMPENSATION 1. Method of compensation. Payment shall be made on a reimbursable basis at least quarterly and no more often than once per month. Each request for payment will be submitted by the RECIPIENT on State voucher request forms provided by the DEPARTMENT along with documentation of the expenses. Payments shall be made for each task/phase of the project, or portion thereof, as set out in the Scope of Work when completed by the RECIPIENT and certified as satisfactory by the Project Officer. The payment request form and supportive documents must itemize all allowable costs by major elements as described in the Scope of Work. Instructions for submitting the payment requests are found in "Administrative Requirements for Ecology Grants and Loans", part IV, published by the DEPARTMENT. A copy of this .document shall be furnished to the RECIPIENT. When payment requests are approved by the DEPARTMENT, payments will be made to the mutually agreed upon designee. Payment requests shall be submitted to the DEPARTMENT and directed to the Project Officer assigned to administer this agreement. 2. Budget deviation. Deviations in budget amounts are not allowed without written amendment(s) to this agreement. Payment requests will be disallowed when the RECIPIENT's request for reimbursement exceeds the State maximum share amount for that element, as described in the Scope of Work. 3. Period of Compensation. Payments shall only be made for action of the RECIPIENT pursuant to the grant/loan agreement and performed after the effective date and prior to the expiration date of this agreement, unless those dates are specifically modified in writing as. provided herein. 4. Final Rags) for pa . The RECIPIENT must submit final requests for compensation within forty-five(45) days after the expiration date of this agreement and within fifteen (15) days after the end of a fiscal biennium. Failure to comply may result in delayed reimbursement. 5. Performance Guarantee. The DEPARTMENT may withhold an amount not to exceed ten percent (10%) of each reimbursement payment as security for the RECIPIENT's performance and a financial bond. Monies withheld by the DEPARTMENT may be paid to the RECIPIENT when the project(s) described herein, or a portion thereof, have been completed if, in the DEPARTMENT's sole discretion, such payment is reasonable and approved according to this agreement and, as appropriate, upon completion of an audit as specified under section J.6., herein. 6. Unauthorized Expenditures. All payments to the RECIPIENT shall be subject to final audit by the DEPARTMENT and any unauthorized expenditure(s) charged to this grant/loan shall be refunded to the DEPARTMENT by the RECIPIENT. 7. Mileage and Per Diem. If mileage and per diem are paid to the employees of the RECIPIENT or other public entities, it shall not exceed the amount allowed under state law. 8. Overhead Costs. No reimbursement for overhead costs shall be allowed unless provided for in the Scope of Work hereunder. K. TERMINATION 1. For Cause. The obligation of the DEPARTMENT to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this agreement. In the event the RECIPIENT unjustifiably fails, in the opinion of the DEPARTMENT, to perform any obligation required of it by this agreement, the DEPARTMENT may refuse to pay any further funds thereunder and/or terminate this agreement by giving written notice of termination. A written notice of termination shall be given at least five working days prior to the effective date of termination. In that event, all finished or unfinished documents, data studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the RECIPIENT under this agreement, at the option of the DEPARTMENT, shall become Department property and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Despite the above, the RECIPIENT shall not be relieved of any liability to the DEPARTMENT for damages sustained by the DEPARTMENT and/or the State of Washington because of any breach of agreement by the RECIPIENT. The DEPARTMENT may withhold payments for the purpose of setoff until such time as the exact amount of damages due the DEPARTMENT from the RECIPIENT is determined. 2. Insufficient Funds. The obligation of the DEPARTMENT to make payments is contingent on the availability of state and federal funds through legislative appropriation and state allotment. When this agreement crosses over state fiscal years the obligation of the DEPARTMENT is contingent upon the appropriation of fiords during the next fiscal year. The failure to appropriate or allot such funds shall be good cause to terminate this agreement as provided in paragraph K.1 above. When this agreement crosses the RECIPIENT's fiscal year, the obligation of the RECIPIENT to continue or complete the project described herein shall be contingent upon appropriation of funds by the RECIPIENT's governing body; Provided, however, that nothing contained herein shall preclude the DEPARTMENT from demanding repayment of ALL funds paid to the RECIPIENT in accordance with Section O herein. 3. Failure to Commence Work. In the event the RECIPIENT fails to commence work on the project funded herein within four months after the effective date of this agreement, or by any date mutually agreed upon in writing for commencement of work, the DEPARTMENT reserves the right to terminate this agreement. L. WAIVER Waiver of any RECIPIENT default is not a waiver of any subsequent default. Waiver of a breach of any provision of this agreement is not a waiver of any subsequent breach and will not be construed as a modification of the terms of this agreement unless stated as such in writing by the authorized representative of the DEPARTMENT. M. PROPERTY RIGHTS 1. Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property, the RECIPIENT may copyright or patent the same but the DEPARTMENT retains a royalty -free, nonexclusive and irrevocable license to reproduce, publish, recover or otherwise use the material(s) or property and to authorize others to use the same for federal, state or local government purposes. Where federal funding is involved, the federal government may have a proprietary interest in patent rights to any inventions that developed by the RECIPIENT as provided in 35 U.S.C. 200-212. 2. Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish information of the DEPARTMENT; present papers, lectures, or seminars involving information supplied by the DEPARTMENT; use logos, reports, maps or other data, in printed reports, signs, brochures, pamphlets, etc., appropriate credit shall be given to the DEPARTMENT. 3. Tangible Property Rights. The DEPARTMENT's current edition of "Administrative Requirements for Ecology Grants and Loans", Part IV, shall control the use and disposition of all real and personal property purchased wholly or in part with fiords furnished by the DEPARTMENT in the absence of state, federal statute(s), regulation(s), or policy(s) to the contrary or upon specific instructions with respect thereto in the Scope of Work. 4. Personal Property Furnished by the DEPARTMENT. When the DEPARTMENT provides personal property directly to the RECIPIENT for use in performance of the project, it shall be returned to the DEPARTMENT prior to final payment by the DEPARTMENT. If said property is lost, stolen or damaged while in the RECIPIENT's possession, the DEPARTMENT shall be reimbursed in cash or by setoff by the RECIPIENT for the fair market value of such property. 5. AAMisition Projects. The following provisions shall apply if the project covered by this agreement includes funds for the acquisition of land or facilities: a. Prior to disbursement of fiords provided for in this agreement, the RECIPIENT shall establish that the cost of land/or facilities is fair and reasonable. b. The RECIPIENT shall provide satisfactory evidence of title or ability to acquire title for each parcel prior to disbursement of funds provided by this agreement. Such evidence may include title insurance policies, Torrens certificates, or abstracts, and attorney's opinions establishing that the land is free from any impediment, lien, or claim which would impair the uses contemplated by this agreement. 6. Conversions. Regardless of the contract termination date shown on the cover sheet, the RECIPIENT shall not at any time convert any equipment, property or facility acquired or developed pursuant to this agreement to uses other than those for which assistance was originally approved without prior written approval of the DEPARTMENT. Such approval may be conditioned upon payment to the DEPARTMENT -of that portion of the proceeds of the sale, lease or other conversion or encumbrance which monies granted pursuant to this agreement bear to the total acquisition,. purchase or construction costs of such property. N. RECYCLED/RECYCLABLE PAPER All documents and materials published under this agreement shall be produced on recycled paper containing the highest level of post consumer and recycled content that is available. At a minimum, paper with 10 percent post consumer content and 50 percent recycled content shall be used. Whenever possible, all materials shall be published on paper that is unbleached or has not been treated with chlorine gas and/or hypochlorite. As appropriate, all materials shall be published on both sides of the paper and shall minimize the use of glossy or colored paper and other items which reduce the recyclability of the document. O. RECOVERY OF PAYMENTS TO RECIPIENT The right of the RECIPIENT to retain monies paid to it as reimbursement payments is contingent upon satisfactory performance of this agreement including the satisfactory completion of the project described in the Scope of Work. In the event the RECIPIENT fails, for any reason, to perform obligations required of it by this agreement, the RECIPIENT may, at the DEPARTMENT's sole discretion, be required to repay to the DEPARTMENT all grant/loan funds disbursed to the RECIPIENT for those parts of the project that are rendered worthless in the opinion of the DEPARTMENT by such failure to perform. Interest shall accrue at the rate of twelve percent (12 %) per annum from the time the DEPARTMENT demands repayment of funds. If payments have been .discontinued by the DEPARTMENT due to insufficient funds as in Section K.2 above, the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such termination. Any property acquired under this agreement, at the option of the DEPARTMENT, may become the DEPARTMENT'S property and the RECIPIENT'S liability to repay monies shall be reduced by an amount reflecting the fair value of such property. P. PROJECT APPROVAL The extent and character of all work and services to be performed under this agreement by the RECIPIENT shall be subject to the review and approval of the DEPARTMENT through the Project Officer or other designated official to whom the RECIPIENT shall report and be responsible. In the event there is a dispute with regard to the extent and character of the work to be done, the determination of the Project Officer or other designated official as to the extent and character of the work to be done shall govern. The RECIPIENT shall have the right to appeal decisions as provided for below. Q. DISPUTES Except as otherwise provided in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of in writing shall be decided by the Project Officer or other designated official who shall provide a written statement of decision to the RECIPIENT. The decision of the Project Officer or other designated official shall be final and conclusive unless, within thirty days from the date of receipt of such statement, the RECIPIENT mails or otherwise furnishes to the Director of the DEPARTMENT a written appeal. In connection with appeal of any proceeding under this clause, the RECIPIENT shall have the opportunity to be heard and to offer evidence in support of this appeal. The decision of the Director or duly authorized representative for the determination of such appeals shall be final and conclusive. Appeals from the Director's determination shall be brought in the Superior Court of Thurston County. Review of the decision of the Director will not be sought before either the Pollution Control Hearings Board or the Shoreline Hearings Board. Pending final decision of dispute hereunder, the RECIPIENT shall proceed diligently with the performance of this agreement and in accordance with the decision rendered. R. CONFLICT OF INTEREST No officer, member, agent, or employee of either party to this agreement who exercises any function or responsibility in the review, approval, or carrying out of this agreement, shall participate in any decision which affects his/her personal interest or the interest of any corporation, partnership or association in which he/she is, directly or indirectly interested; nor shall he/she have any personal or pecuniary interest, direct or indirect, -in this agreement or the proceeds thereof. S. INDEMNIFICATION 1. The DEPARTMENT shall in no way be held responsible for payment of salaries, consultant's fees, and other costs related to the project described herein, except as provided in the Scope of Work. 2. To the extent that the Constitution and laws of the State of Washington permit, each party shall indemnify and hold the other harmless from and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that parry's agents or employees arising out of this agreement. T. - GOVERNING LAW This agreement shall be governed by the laws of the State of Washington. U. SEVERABILITY If any provision of this agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this agreement which can be given effect without the invalid provision, and to this end the provisions of this agreement are declared to be severable. V. PRECEDENCE In the event of inconsistency in this agreement, unless otherwise provided herein, the inconsistency shall be resolved by giving precedence in the following order: (a) applicable Federal and State statutes and regulations; (b) Scope of Work; (c) Special Terms and Conditions; (d) Any terms incorporated herein by reference including the "Administrative Requirements for Ecology Grants and Loans"; and (e) the General Terms and Conditions. SS-010 Rev. 4/94 ATTACHMENT 3 01/26/96 CITY OF KENT Loan Amount: $ 2,119,619.00 Loan Date: 08-01-1996 Term of Loan: 39 Annual Interest Rate: 4.800 % Amortization Method: Normal, 360 D/Y Interest Compounded: Semi -Annual PMT Due Date Payment Amount Interest Principal --------------- Balance ----- 1 -------- 08-01-97 ------------------------------ 86,323.72 --------------- 102,962.61 -16,638.89 2,136,257.89 1997 totals ------------------------------ 86,323.72 --------------- 102,962.61 -16,638.89 2 02-01-98 ------------------------------ 86,323.72 --------------- 51,270.19 35,053.53 2,101,204.36 3 08-01-98 86,323.72 50,428.90 35,894.82 2,065,309.54 1998 totals ------------------------------ 172,647.44 --------------- 101,699.09 70,948.35 4 02-01-99 ------------------------------ 86,323.72 --------------- 49,567.43 36,756.29 2,028,553.25 5 08-01-99 86,323.72 48,685.28 37,638.44 1,990,914.81 1999 totals ------------------------------ 172,647.44 --------------- 98,252.71 74,394.73 6 02-01-00 ------------------------------ 86,323.72 --------------- 47,781.96 38,541.76 1,952,373.05 7 08-01-00 86,323.72 46,856.95 39,466.77 1,912,906.28 2000 totals ------------------------------ 172,647.44 --------------- 94,638.91 78,008.53 8 02-01-01 ------------------------------ 86,323.72 --------------- 45,909.75 40,413.97 1,872,492.31 9 08-01-01 86,323.72 44,939.82 41,383.90 1,831,108.41 2001 totals ------------------------------ 172,647.44 --------------- 90,849.57 81,797.87 10 02-01-02 ------------------------------ 86,323.72 --------------- 43,946.60 42,377.12 1,788,731.29 11 08-01-02 86,323.72 42,929.55 43,394.17 1,745,337.12 2002 totals ------------------------------ 172,647.44 --------------- 86,876.15 85,771.29 12 02-01-03 ------------------------------ 86,323.72 --------------- 41,888.09 44,435.63 1,700,901.49 13 08-01-03 86,323.72 40,821.64 45,502.08 1,655,399.41 2003 totals ------------------------------ 172,647.44 --------------- 82,709.73 89;937.71 14 02-01-04 ------------------------------ 86,323.72 --------------- 39,729.59 46,594.13 1,608,805.28 15 08-01-04 86,323.72 38,611.33 47,712.39 1,561,092.89 2004 totals ------------------------------ 172,647.44 --------------- 78,340.92 94,306.52 16 02-01-05 ------------------------------ 86,323.72 --------------- 37,466.23 48,857.49 1,512,235.40 17 08-01-05 86,323.72 36,293.65 50,030.07 1,462,205.33 2005 totals ------------------------------ 172,647.44 ------------------------------ --------------- 73,759.88 --------------- 98,887.56 THIS IS AN ESTIMATED REPAYMENT SCHEDULE Page 1 01/26/96 PMT Due Date 18 02-01-06 19 08-01-06 2006 totals 20 02-01-07 21 08-01-07 2007 totals 22 02-01-08 23 08-01-08 2008 totals 24 02-01-09 25 08-01-09 2009 totals 26 02-01-10 27 08-01-10 2010 totals 28. 02-01-11 29 08-01-11 2011 totals 30 02-01-12 31 08-01-12 2012 totals 32 02-01-13 33 08-01-13 2013 totals 34 02-01-14 35 08-01-14 2014 totals 36 02-01-15 37 08-01-15 2015 totals 38 02-01-16 39 08-01-16 Payment Amount --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86, 323 .72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,323.72 --------------- 172,647.44 --------------- 86,323.72 86,324.00 Interest --------------- 35,092.93 33,863.39 --------------- 68,956.32 --------------- 32,604.34 31,315.08 --------------- 63,919.42 --------------- 29,994.87 28,642.98 --------------- 58,637.85 --------------- 27,258.64 25,841.08 --------------- 53,099.72 --------------- 24,389.49 22,903.07 --------------- 47,292.56 --------------- 21,380.98 19,822.35 --------------- 41,203.33 -------------- 18,226.32 16,591.98 --------------- 34,818.30 --------------- 14,918.42 13,204.69 --------------- 28,123.11 --------------- 11,449.83 9,652.86 --------------- 21,102.69 --------------- 7,812.76 5,928.50 --------------- 13,741.26 --------------- 3,999.01 2,023.22 THIS IS AN ESTIMATED REPAYMENT SCHEDULE Principal -------- ------- 51,230.79 52,460.33 --------------- 103,691.12 --------------- 53,719.38 55,008.64 --------------- 108,728.02 --------------- 56,328.85 57,680.74 --------------- 114,009.59 --------------- 59,065.08 60,482.64 --------------- 119,547.72 --------------- 61,934.23 63,420.65 --------------- 125,354.88 --------------- 64,942.74 66,501.37 --------------- 131,444.11 --------------- 68,097.40 69,731.74 --------------- 137,829.14 --------------- 71,405.30 73,119.03 --------------- 144,524.33 --------------- 74,873.89 76,670.86 --------------- 151,544.75 --------------- 78,510.96 80,395.22 --------------- 158,906.19 --------------- 82,324.71 84,300.78 Balance ---------------- 1,410,974.54 1,358,514.21 1,304,794.83 1,249,786.19 1,193,457.34 1,135,776.60 1,076,711.52 1,016,228.88 954,294.65 890,874.00 825,931.26 759,429.89 691,332.49 621,600.75 550,195.45 477,076.42 402,202.53 325,531.67 247,020.71 166,625.49 84,300.78 0.00 Page 2 01/26/96 PMT Due Date Payment Amount Interest - --------------- Principal Balance --------------- 2016 totals ------------------------------ 172,647.72 --------------- --------------- 6,022.23 166,625.49 Grand totals --------------- $ 3,366,625.36 $ --------------- 1,247,006.36 $ 2,119,619.00 THIS IS AN ESTIMATED REPAYMENT SCHEDULE Page 3 ,�� Ck Office of4mavorI`� STATg O APR 12 1996 Off' STATE OF WASHINGTON RECEIVEC DEPARTMENT OF ECOLOGY P.O. Box 47600 • Olympia, Washington 98504-7600 (360) 407-6000 • TDD Only (Hearing Impaired) (360) 407-6006 April 4, 1996 The Honorable Jim City of Kent 220 Fourth Avenue Kent, WA 98032 White, Mayor South Re: State Revolving Fund FY96 Funding Cycle 98th Avenue Regional Treatment Pond Project Ecology Loan No. L9600018 Dear Mayor White: I am pleased to inform you that the loan agreement for the 98th Avenue Regional Treatment Pond Project has been signed. A signed original has been sent to Bill Wolinski of your Public Works staff, for project files and future reference. This loan provides $2,119,619 from the State Revolving Fund for the 98th Avenue Regional Treatment Pond Project. The loan includes elements for project administration/management, survey and design, construction, and construction management. The term of the loan is 20 years, and the interest rate will be 4.8 percent per annum. We appreciate this opportunity to assist you with financial and technical assistance. Ecology's Water Quality Program staff in Olympia and the Northwest Regional Office are available to assist you with your project. If you have any questions or need additional information, please call David Palazzi, Ecology's project manager, at (360) 407-6568. For more information about the State Revolving Fund, or any of our other funding programs for protecting and improving water quality, please call me at (360) 407-6405. Sincerely, M' chael'. Lle lyn Program nage Water Quality Program MTL:KOM:km cc: Bill Wolinski, w/encl. 0