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Sno Co. Pub. Works Loan Assistance Agrmt.SNOHOMISH COUNTY PUBLIC WORKS AS SISTANCE FUND LOAN AGREEMENT LOAN NUMBER 03 2016 This loan agreement ("AGREEMENT") is made and entered. into by and between Snohomish County, apolitical subdivision of the State of Washington, ("COUNTY') and, the City of Edmonds, a Washington municipal corporation ("BORROWER"). I. PURPOSE Pursuant to chapter 36.135 RCW, and chapter 4.117 SCC, the COUNTY has awarded the BORROWER a Public Works Assistance Fund loan. The COUNTY and the BORROWER enter into this AGREEMENT to memorialize the terms by which the COUNTY will make the loan to the BORROWER for the purpose of undertaking a public works project that furthers the goals and objectives of the Snohomish County Public Works Assistance Fund Program. II. LOAN 2.1 Amount, Interest Rate. and Term of Loan. 2.1.1 The COUNTY promises to loan the BORROWER five hundred, forty-five thousand dollars and no cents ($545,000) and the BORROWER promises to repay this principal amount to the COUNTY, with interest payable on the unpaid principal at the rate of 1.5% per annum. 2.1.2 The BORROWER will repay the loaned amount over twenty years in equal annual installments as required by Section 2.3. 2.2 Disbursement of Loan Proceeds Funds will be disbursed to BORROWER as follows: a. Twenty-five Percent (25%) upon formal execution of this AGREEMENT. b. Fifty Percent (50%) after the BORROWER has awarded the construction contract and provided its contractor with a Notice to Proceed. c. The final Public Works Assistance Fund loan disbursement shall be the lesser of the balance of the loan proceeds or an amount as determined after the BORROWER submits to the COUNTY a certification certifying the total actual costs to complete the Scope of Work. In the event the certification of total actual costs is less than the total amount of the loan stated above, the parties will amend the AGREEMENT to reflect the actual total costs, which will not exceed the amount listed above. 11P 11L� 2.3 Repayment of Loan. Loan repayment installments are due on or before July 1St of each yearduring the term of the loan. The first loan repayment is due on or before July 1, 2018, and will be for interest only. All subsequent payments shall consist of principal and accrued interest due on or before July 1St of each year during the remaining: term of the loan. Repayment of the loan under this AGREEMENT shall include an interest rate of 1.5% per annum based on a 360 day year of twelve 30 day months. Interest will begin to accrue from the date each warrant is issued to the B'ORROWER.'The final payment shall be due on or before July 1, 2037, in an amount necessary to bring the loan balance to zero. The BORROWER has the right to repay the unpaid balance of the loan in full at any time or make accelerated payments without penalty. The BORROWER will repay the loan in accordance. with thepreceding conditions through the use of a check, money order,: or equivalent means made payable to Snohomish County, or its successor. 2.4 Loan Interest Earned. All interest earned on Public Works Assistance Fund Monies held by the BORROWER shall accrue to the benefit of the, BORROWER, and be applied to the eligible costs of the approved project: Benefits: shall accrue in. one of two ways: a. Reduce the amount of the Public Works Assistance: Fund. loan, or: b. Pay any part of eligible -project costs in: excess: of.ATTA.CFINfENT­ I: SCOPE OF WORK estimates, if there is an overrun of project costs. The BORROWER shall establish procedures to ensure hat all monies received from the Public Works Assistance Fund loan can be -readily identified. and accounted for at any time during the life of this- AGREEMENT:. Such procedures shall,,consist of the establishment of a separate- fund, account;. sub -account :or any other method meeting generally accepted accounting principles.. In event of termination, all principal, interest earned on invested loan principal, and accrued interest. payable shall be repaid in full within 30 days -;by, the BORROWER. 2.5 Delinquent Payment A payment not received within thirty (3 0). days of the due. date shall he declared delinquent. Delinquent payments shall be assessed a_monthly penalty beginning on the first (1st) day past the due date. The penalty will be assessed on the entire payment amount. The penalty will be one percent (1%) per month or twelve percent (12%) per annum. 2.6 Default If the BORROWER defaults in the performance of any obligation under this Agreement, the COUNTY may declare the principal amount owing and interest due under Snohomish County Public Works Assistance Fund Page 2 of 7 Loan Agreement No.03— 2016 this Agreement at that time to be immediately due and payable. III. SCOPE OF WORK,TIME OF PERFORMANCE, and COMPLETION 3.1 Scope of Work and Time of Performance In consideration of the loan, the BORROWER promises to use the borrowed fields solely for costs related to those activities identified in Attachment I, Scope of Work. The BORROWER must award a construction contract and issue a Notice to Proceed to the contractor performing the Scope of Work no later than twenty-four (24) months after mutual execution of this Agreement. The Borrower must complete the Scope of Work no later than forty-eight (48) months after mutual execution of this Agreement. 3.2 . Completion and Certification of Total Actual Costs The BORROWER shall submit a certification of the total actual costs when the Scope of Work is complete. At completion of the Scope of Work, BORROWER shall provide the following information to the COUNTY in the certification of total actual costs: a. A certified statement of the actual dollar amounts spent, from all fund sources, in completing the Scope of Work as described. b. A certified statement that the Scope of Work is complete and has been designed/constructed to required standards. c. Certification that all costs associated with the Scope of Work have been incurred; Costs are incurred when goods and services arc received and/or contract work is performed. d. Provide status of performance measures identified in the Scope of Work as applicable. e. In accordance with Section 2.2 of this AGREEMENT, the BORROWER will submit, together with the certification of total actual costs, either (a) a request for a sum not to exceed the loan amount, or (b) a refund of any excess loan funds. Any final disbursement shall not occur prior to the completion of the Scope of Work. f. Repayment of excess loan funds disbursed to the BORROWER must be made within (30) days of completion of the Certified Closeout Amendment. 3.3 Contractor Compliance with Laws BORROWER shall be responsible to ensure that all work its contractor(s) perform under this Agreement is performed in compliance with all applicable federal, state, and local laws. 3.4 Project Signs If the BORROWER displays, during the period covered by this Agreement, signs or markers identifying those agencies participating financially in the approved project, the sign or marker must identify the Snohomish County Public Works Assistance Snohomish County Public Works Assistance Fund Page 3 of 7 Loan Agreement No. 03— 2016 Fund as aparticipant in the project. IV. INDEMNIFICATION & INSURANCE BORROWER will defend, protect, indemnify, save, and hold harmless the COUNTY, and the state of Washington from and against any and all claims, costs, damages, expenses, or liability for any or all injuries to persons or property damage, arising from the acts or omissions of the BORROWER or any of its contractors or subcontractors, or any employees or agents in the performance of this AGREEMENT, however caused. In the case of concurrent negligence of both the COUNTY and the BORROWER, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party. BORROWER will maintain its own insurance and/or self-insurance for its liabilities from damage to property and/or injuries to persons arising out of its activities associated with this AGREEMENT as it deems reasonably appropriate and prudent. The maintenance of, or lack thereof of insurance and/of self-insurance shall not limit the liability of the indemnifying party to the indemnified party(s). The BORROWER shall provide the COUNTY with a certificate of insurance or letter of self-insurance annually as the case maybe. Further, the BORROWER shall assure that the contractor(s) associated with this AGREEMENT maintain its own insurance for its liabilities from damage to property and/or injuries to persons arising out of its activities and adds the BORROWER as an additional insured on said insurance. V. SPECIAL CONDITIONS There are no special conditions attached to this loan VI. SPECIAL ASSURANCES BORROWER shall comply with all applicable federal, state and local laws, requirements, and ordinances as they pertain to public works projects. VIL TERMIINATION 7.1 Termination for Cause If the BORROWER fails to comply with the terms of this Agreement, the COUNTY may declare the BORROWER in default and terminate the Agreement in whole or in part. The COUNTY shall notify the BORROWER in writing of any default. The BORROWER shall have five (5) days to remedy said default. In the event the BORROWER fails to remedy the default within five (5) days of written notice, the COUNTY shall issue the BORROWER written notice of termination of this Agreement and declare the principal amount owing and interest due under this Agreement at that time to be immediately due and payable. Nothing in this section shall affect the BORROWER's obligation to repay the unpaid balance of the loan. The BORROWER's obligations to repay the unpaid balance of the loan including any accrued interest shall survive early tennination of this Agreement. Snohomish County Public Works Assistance Fund Page 4 of 7 Loan Agreement No.03— 2016 7.2 Termination for Convenience The COUNTY may terminate this AGREEMENT in the event that COUNTY funds are no longer available to the COUNTY or are not appropriated for the purpose of meeting the COUNTY'S obligations under this Agreement. Termination will be effective when the COUNTY sends written notice of termination to the BORROWER. Nothing in this section shall affect BORROWER's obligations to repay the unpaid balance of the loan. The BORROWER's obligations to repay the unpaid balance of the loan including any accrued interest shall survive early termination of this Agreement. VIII. OTHER TERMS AND CONDITIONS 8,1 Recordkeepin,g and Access to Records The COUNTY shall have full access and the right to examine, copy, excerpt, or transcribe any pertinent documents, papers, records, and books of the BORROWER and of persons, firms, or organizations with which the BORROWER may contract, involving transactions related to this Agreement. The BORROWER agrees to retain all records pertainng'to this project and this AGREEMENT for a period of six years from the date of project closeout or early termination of this Agreement. If any litigation, claim or audit is started before the expiration of the six-year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved. 8.2itcports The BORROWER shall furnish the COUNTY with quarterly progress reports, a Certified Closeout Amendment and other periodic reports at such times and on such forms as the COUNTY may require, pertaining to the activities undertaken pursuant to this Agreement. 8.3 Amendments. Modifications Assignments, and Waivers BORROWER may request an amendment to this AGREEMENT, which does not increase the amount of the loan, for the purpose of modifying the Scope of Work or for extending the time of performance as provided for in Section I11. Neither this AGREEMENT nor any claims arising under this AGREEMENT may be transferred or assigned by the BORROWER without prior written consent of the COUNTY. No conditions or provisions of this AGREEMENT may be waived unless approved by the COUNTY in writing. No amendment or modification shall take effect until approved in writing by both the COUNTY and the BORROWER and attached hereto. 8.4 Governing Law and Venue This AGREEMENT shall be construed and enforced in accordance with, and the validity and performance hereof shall be governed by, the laws of the state of Washington. Venue of any suit between the parties arising out of this AGREEMENT shall be the Superior Court of Snohomish County, Washington. Snohomish County Public Works Assistance Fund Page 5 of 7 Loan Agreement No.03— 2016 8.5 Severability If any provision under this AGREEMENT or its application to any person or circumstances is held invalid by any court of rightful jurisdiction, this invalidity does not affect other provisions of the AGREEMENT which can be given effect without the invalid provision. "COUNTY" SNOHOMISH COUNTY q,i;luatti Zre g Print Name KEN KLEM Executive Director Title 1 � Dat "BORROWER" CI 1' OF EDMONDS Signature Print Name . h4N��,C-s Title Date q1-60012 Federal Taxpayer Identification Number Aper ved as to Form: Appr�tom: Deputy Msecuding Attorney BORROWER Attorney COUNCIL USE ON? N Y Approved: — / Docfile: Snohomish County Public Works Assistance Fund Page 6 of 7 Loan Agreement No. 03— 2016 ATTACHMENT I SNOHOMISH COUNTY PUBLIC WORKS ASSISTANCE FUND LOAN AGREEMENT LOAN NUMBER 03- 2016 SCOPE OF WORK Project Name: DAYTON STREET PUMP STATION Scope of Work; Solicit bids and hire contractor to construct Dayton Ave. Stormwater Pump Station Project. Project includes: • Procure 9 cfs duplex submersible pump and associated infrastructure • Install 9 cfs duplex submersible pump and associated infrastructure underground • Procure and install electrical, instrumentation, and controls including equipment housed in a NEMA rated weatherproof enclosure • Procure and install permanent standby emergency generator with weather/acoustic enclosure • Installation of a 24 -inch "in-line" check valve in the existing system to prevent flows backing up into the existing system when the pumps are operating. • Procure and install roughly 205 feet of 18 -inch force main • Procure and install roughly 48 feet of 24 -inch gravity storm drain • Reconfigured miscellaneous small diameter storm piping near an existing water quality treatment swirl concentrator • Perform site/project restoration (paving, sidewalks, and brickwork) • Minor storm infrastructure improvements on West Dayton between Railroad Ave and SR 104 Snohomish County Public Works Assistance Fund Page 7 of 7 Loan Agreement No. 03— 2016