HomeMy WebLinkAbout5641 RESOLUTION NO. 5641
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
ACCEPT AN INITIAL OFFER OF FINANCIAL AID TO THE
AUBURN AIRPORT FROM THE COMMUNITY AVIATION
REVITALIZATION BOARD AND EXECUTE AN AGREEMENT
WHEREAS, RCW 47.68.460 establishes the Washington State
Department of Transportation (DOT) Community Aviation Revitalization Board
(CARB) loan program. The program's purpose is to furnish DOT financial loans
to public use airports for airport improvements that support general aviation
activities. Loans through the GARB program are offered to qualified airports at
favorable interest rates;
WHEREAS, the City of Auburn Airport provides aircraft hangars for
airport users and tenants. Airport management intends to add and/or to replace
doors for several hangars to better serve the storage and security needs of
airport users and tenants, and to enhance the value of airport property;
WHEREAS, the proposed project is estimated to cost approximately
$1 ,500,000;
WHEREAS, the Airport budget has allocated $250,000 towards the
completion of this project and has identified $500,000 in Federal Aviation
Administration grant funding through the recently passed Infrastructure Bill;
WHEREAS, in October of 2021, the City applied for a CARB program
loan to finance the project. By letter dated December 3, 2021, the CARB
Resolution No. 5641
December 28, 2021
Page 1 of 4
program accepted the City's application and has extended an initial offer to
award the airport a 10 year $750,000.00 CARB loan for the project at 2%
interest;
WHEREAS, the following documents are attached to this Resolution:
• The CARB program's December 3 application acceptance
letter;
• The CARB program's Initial Offer of Financial Aid reflecting
the loan's fundamental terms;
• The CARB loan agreement form; and
• An estimated loan repayment schedule;
WHEREAS, given the favorable interest rate and terms of the CARB
program's initial offer, and the need to finance the airport's hangar door
replacement project for the benefit of airport users and tenants, acceptance of
the CARB Program's offer of financial aid to fund this airport project is in the
City's best interest.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. The Mayor is authorized on behalf of the City and Auburn
Municipal Airport to sign the Community Aviation Revitalization Board's Initial
Offer of Financial Aid and to execute the necessary loan agreement
documentation in substantial conformance with the documents attached to this
Resolution.
Resolution No. 5641
December 28, 2021
Page 2 of 4
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directions of
this legislation.
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this 3rd day of January, 2022.
CITY OF AUBURN
ANCY KUS, MAYOR
ATTEST: APPROVED AS TO FORM:
Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney
Resolution No. 5641
December 28, 2021
Page 3 of 4
1044
FLB
AVIATION
REVITALIZATION
BOARD
7702 Terminal Street SW • Tumwater,WA 98501-7264 • (360)705-7839
December 3, 2021
Ingrid Gaub
Director of Public Works
City of Auburn
25 W Main Street
Auburn, WA 98001
RE: CARB Initial Offer of Financial Aid
Dear Ingrid Gaub,
Congratulations! The Community Aviation Revitalization Board (CARB) has selected your project and is
offering a low-interest loan in the amount of$750,000 for your T-Hangar Door Replacement Project at
the Auburn Municipal Airport.
The next steps will be to develop and sign the loan agreement so that eligible project expenditures may
be reimbursed. Please note that no project costs incurred prior to the Initial Offer of Financial Aid date
will be reimbursed by CARB.After contract execution, a signed copy will be forwarded for the City of
Auburn's records.The execution date of the final contract will be based on the signature of the CARB
Chairperson or designee.
An estimated repayment schedule is attached to confirm your desired repayment term and grace period
up to 20 years.Also attached is a copy of the loan assurances that apply to state-funded projects and
related acknowledgements that will become part of your loan agreement. Our intent is to have your
loan agreement ready for signature in February 2022.
I will be your primary contact during this contracting process. If you have any questions, please don't
hesitate to contact me at (360)705-7839/(360) 628-1767 or chenaud@wsdot.wa.gov.
Sincerely,
rij' 7 7-7
2 atite, ,,i tenaft,
Aviation Loan Program Manager
Attachments:
• Initial Offer of Financial Aid (IOFA)
• Loan Assurances
• Repayment Resolution/Ordinance (sample)
• Estimated loan repayment schedule
Attachment A
CARB Pre-Contract Requirements
Initial Offer of Financial Aid
If you wish to accept CARB's offer, please confirm the Statewide Vendor Number(SWV) listed is valid for
loan disbursements and sign and return the attached Initial Offer of Financial Aid by January 15, 2022.
A copy of the executed Initial Offer will be included as an exhibit in your loan agreement and provided
for your records.
If the terms and conditions of this offer are not acceptable,you may request in writing that CARB
reconsider, amend or modify its offer.
Pre-Contract Requirements
Please complete the conditions below and submit the appropriate documentation to CARB.
If all conditions are not completed by January 15, 2022,you have the option to request an extension
from the Board. If the Board does not approve an extension of the initial offer,the offer will expire.
1. Signed copy of the Initial Offer of Financial Aid (IOFA)
2. Repayment Resolution or Ordinance
3. Signed copy of the Loan Assurances
4. Confirm the length of loan and any grace period (deferred principal and interest) requested up
to 3 years (Estimated loan repayment schedule enclosed)
DocuSign Envelope ID:39FB06F8-6A17-45D3-8923-E274A3330213
Project Number: 2021-014
Washington State
Community Aviation Revitalization Board
Initial Offer of Financial Aid
City of Auburn
SWV Number: SW000206900
Offer Date: December 3, 2021
The Community Aviation Revitalization Board (CARB) is authorized by SB 5031 and SHB 1080, Section 4004,
Session Laws of 2021 for direct loans to airport sponsors of public use airports in the State of Washington for
the purposes of improvements that primarily support general aviation activities.This Initial Offer of Financial
aid is contingent upon the availability of CARB funds. CARB hereby offers to make funds available to the City of
Auburn, hereafter referred to as the "Recipient," to aid in financing the cost of, or improvements to, airport
facilities consisting of the T-Hangar Door Replacement Project as described in the application (hereafter
collectively referred to as the "Project").
This offer consists of:
• General Obligation loan of$750,000
• Interest rate: 2.0 percent (%) per annum on the outstanding principal balance
• Term: 20 years maximum, including up to 3 years of deferred principal and interest
This offer is subject to completion of pre-contract conditions, as described in Attachment A.
A final contract shall be developed by CARB prior to disbursement of funds. No project costs incurred prior to
this offer date will be reimbursed by CARB. In the event a final contract is not executed, no CARB funds will be
disbursed.
If accepted, this Initial Offer of Financial Aid must be signed and returned to CARB by January 15, 2022.
ACCEPTANCE
FOR CARB FOR THE RECIPIENT
DocuSq.wd by
D44441 r&4 tT
'-82E351C4C7113493.
David Fleckenstein Signature*
Director, WSDOT—Aviation taalikt,A4
Board Member, CARB Name:
1/4/2022
Date: Title: Oaf:1r
1
Date: 11' ZL
* Authorized to accept offer on behalf of RECII'II:N I
1, Washington State
Department of Transportation
Community Aviation
Revitalization Loan
Agreement
Washington State Department of RECIPIENT:
Transportation -Aviation Division City of Auburn
7702 Terminal Street SW 25 West Main Street
Auburn, WA 98001
Tumwater, WA 98501-7264 FED TIN:
WSDOT Contact: David Chenaur 360-705-7839 Contact Person: Ingrid Gaub 253-804-3113
Loan Agreement Number: Project Title:
GCB 3652 T-Hangar Door Replacement
Loan Amount: Project Location:
$750,000.00 Auburn Municipal Airport
Interest Rate/Loan Term/Deferral Period: SWV Number:
2.0%/10 years!No deferral period SW000206900
Term of Agreement: Scope of Project:
From 12/03/2022 to 3/31/2053 As set forth in EXHIBIT A, SCOPE OF WORK, PROJECT
SCHEDULE& BUDGET
This LOAN AGREEMENT, hereinafter referred to as AGREEMENT, is between the STATE OF WASHINGTON
DEPARTMENT OF TRANSPORTATION hereinafter referred to as the "STATE", and The City of Auburn,
hereinafter referred to as the "RECIPIENT," collectively referred to as the "PARTIES" and individually the
"PARTY."
WHEREAS, the Legislature finds that providing additional funding mechanisms for public use general aviation
airports to implement infrastructure rehabilitation, upgrades, and revenue-generating projects is in the best
interest of the State;
WHEREAS, the Legislature declares that a revolving loan program is fundamental for smaller airport
preservation and future vitality;
WHEREAS, pursuant to Senate Bill 5031, Laws of 2021, ch. 175, and Substitute House Bill 1080, Laws of
2021, ch. 332, §4004, which provide for direct loans to airport sponsors of public use airports in the State for
the purpose of improvements that primarily support general aviation activities;
WHEREAS, pursuant to RCW 47.68.090 WSDOT, Aviation Division is authorized to develop and administer a
loan program to any municipality, tribe, or private person(s) acting in the acquisition, construction, or
improvement of an airport owned or controlled by the aforementioned entities, and held available for the
general use of the public;
WHEREAS, the RECIPIENT has submitted an eligible project along with plans and specifications for such
project, and such project has been selected and approved by the Community Aviation Revitalization Board
(CARB) for funding, and such plans and specifications are hereby incorporated and made a part of this
AGREEMENT; and
WHEREAS, the RECIPIENT is the local entity for administering the PROJECT monies.
NOW, THEREFORE, pursuant to and for the purpose of carrying out the provisions of Laws of 2021, ch. 175,
and Laws of 2021, ch. 332 § 4004, , and in consideration of the (a) RECIPIENT's adoption and ratification of
the representations and assurances contained in said project application, and its acceptance of this offer as
identified in the Initial Offer of Financial Assistance (IOFA) and attached as Exhibit B, and (b) the benefits to
accrue to the State of Washington and the public from the accomplishment of the project and the operation
and maintenance of the airport as herein provided, the State hereby agrees to loan monies for allowable costs
incurred in accomplishing the PROJECT.
Section 1
Definitions
A. "Agreement End Date" is the calendar date when all provisions of this AGREEMENT have been
satisfied by the RECIPIENT and is shown in the AGREEMENT header table titled Term of Agreement.
B. "Authorized Representative" is the local entity with the authority to enter into this AGREEMENT and
be responsible for administering the Project monies.
C. "Board" refers to the Community Aviation Revitalization Board and its officers and members.
D. "Contractor" refers to all contractors and subcontractors who perform work described in EXHIBIT A,
SCOPE OF WORK, PROJECT SCHEDULE & BUDGET at any tier.
E. "Deferral Period" is the time a RECIPIENT may elect to delay repaying the loan up to three (3) years
from the Project End Date. Interest will accrue during any deferred period elected.
F. "Loan Amount" is the maximum amount of money to be lent to the RECIPIENT under this Agreement.
G. "Loan Principal" is the amount due on any debt before interest.
H. "Interest" is the cost of borrowing funds calculated as a percentage of the Loan Principal.
I. "Interest Rate" is the proportion of the amount loaned which the STATE charges as Interest to the
RECIPIENT expressed as an annual percentage (i.e. per annum). Interest on Loan Principal will be
calculated on a simple interest basis.
J. "Loan Term" is the time period the RECIPIENT has to repay the monies loaned under this
AGREEMENT.
K. "PROJECT" means the project described in the Scope of Work defined in EXHIBIT A, SCOPE OF
WORK, PROJECT SCHEDULE & BUDGET, and all other work to be performed by the RECIPIENT
using the monies loaned under this Agreement.
L. "Project End Date" is the calendar date the PROJECT construction or acquisition is completed and
ready for use.
M. "PROJECT SCHEDULE" is the anticipated time to complete the PROJECT, including major
milestones for preliminary engineering, right of way/acquisition, and construction activities, as
appropriate for the Scope of Work.
N. "RECIPIENT" is the local entity or private party responsible for performing the PROJECT and
administering the PROJECT monies, also known as the Airport Sponsor.
O. "Simple Interest" is determined by multiplying the interest rate by the principal by the number of days
that elapse between payments.
P. "WSDOT" is the Washington State Department of Transportation.
Section 2
Scope of Work
The general Scope of Work is defined in the table at the beginning of this Agreement under the field "Scope of
Project," which describes a PROJECT that the STATE has determined will improve the STATE's aviation
transportation system and benefit the STATE and local economy. Complete details are included in EXHIBIT A,
SCOPE OF WORK, PROJECT SCHEDULE, & BUDGET,which is attached hereto and by this reference made
a part of this AGREEMENT.
Section 3
Term of Agreement
This AGREEMENT shall become effective upon the date listed in the table at the beginning of this Agreement
under the field titled, "Term of Agreement". The AGREEMENT shall continue in full force and effect for one and
one-half(1 1/2)times the loan term, defined in the table at the beginning of this Agreement under the field titled
"Interest Rate / Loan Term / Deferral Period", except that the term of this AGREEMENT shall not exceed 30
years from the Project End Date.
Section 4
Eligible Project Costs
The STATE agrees to loan the RECIPIENT monies to accomplish the PROJECT detailed in EXHIBIT A,
including all milestones described in the proposed PROJECT SCHEDULE, for each item of work to be
performed. The PROJECT SCHEDULE shall be arranged in such a manner as to form a basis for comparison
with progress billings for work performed. In the event of a change in the method or time for performance of
any work, the RECIPIENT shall update the PROJECT SCHEDULE, subject to STATE approval, to reflect the
changed circumstances.
Subject to the stipulations set forth in Section 2, Scope of Work, the STATE agrees to loan the RECIPIENT up
to a maximum amount listed in the table at the beginning of this Agreement, in the field titled "Loan Amount,"
for the actual direct costs expensed by the RECIPIENT in the course of completing the tasks described in the
Scope of Work under this AGREEMENT.
It is understood that the actual PROJECT costs under this AGREEMENT are based on preliminary estimates
and that if unforeseen circumstances cause the PROJECT costs to exceed the PROJECT estimate, the
RECIPIENT shall complete the PROJECT and assume the entire cost overrun without any increase of the
STATE's maximum loan commitment made herein.
Any costs expensed by the RECIPIENT prior to the execution of this AGREEMENT will be borne by the
RECIPIENT and will not be eligible for reimbursement from the STATE.
The loan monies are intended to pay for construction-related expenses. The expenses must be necessary to
complete the Project, reasonable in the amount, and fall under one of the following categories within the
approved SCOPE OF WORK:
a) Design, architectural, and engineering work;
b) Building permit/fees;
c) Archeological/historical, and environmental reviews;
d) Construction labor(from external sources) and materials*;
e) Demolition/site preparation;
f) Capitalized equipment;
g) Construction Management(From external sources)**; and
h) Real property when purchased specifically for the project, and directly associated costs***.
* Construction labor does not include work typically performed by employees of the RECIPIENT, unless the
employee is hired specifically to perform construction labor for the awarded project or there is a documented
economical advantage to the Project.
** Construction management and observation is on-site management and/or supervision of the work site
and workers thereon. This is an eligible cost. Construction management does not include work typically
performed by off-site consultants or consultant organizations, grant/loan writers, project managers, or
employees of the RECIPIENT, unless the employee is hired solely and specifically to perform on-site
construction management.
***Costs directly associated with property acquisition include appraisal fees, title opinions, surveying fees,
real estate fees, title transfer fees, easements of record, and legal expenses.
Ineligible Costs include, but are not limited to: Internal administrative activities, project management (from
any source), fundraising activities, feasibility studies, computers or office equipment, rolling stock (such as
vehicles), lease payments (including long-term), moving of equipment, furniture, etc., between facilities, and
salary and benefits for the employees of the RECIPIENT.
The RECIPIENT shall provide the STATE with documentation confirming any local matching share amounts
that may have been secured and used for the PROJECT.
If the STATE, at its sole discretion, determines that the PROJECT is not progressing in a satisfactory manner,
the STATE may refuse to loan STATE monies for reimbursement to the RECIPIENT for parts or all of the work
performed to date.
Section 5
Payments
The STATE shall loan monies for eligible PROJECT costs expensed and paid related to work performed during
the invoice period. The RECIPIENT may submit invoices at any time, but not more frequently than once per
calendar month. The STATE will reimburse the RECIPIENT for properly billed and supported amounts within
thirty (30) calendar days of receipt of a progress billing.
The RECIPIENT will be reimbursed on a loan basis for actual net PROJECT costs for allowable expenses
incurred in completing the PROJECT described in "EXHIBIT A, SCOPE OF WORK, PROJECT SCHEDULE &
BUDGET" less any pre-payment discounts, rebates, late penalties and /or refunds. When requesting
reimbursement for costs incurred, the RECIPIENT shall submit a signed and completed Invoice Voucher(DOT
Form 134-139 EF) supplied by the STATE, identifying the PROJECT activity performed and supported by
appropriate invoices, receipts, reports and financial summaries. Reimbursement for overhead costs will not be
allowed unless specified in this AGREEMENT. Payment by the STATE shall not relieve the RECIPIENT of any
obligation to make good any defective work or material upon or after PROJECT completion.
At the time the final PROJECT invoice is submitted, the RECIPIENT shall provide the STATE with a written
statement confirming the RECIPIENT has completed the PROJECT and is in compliance with the terms of the
AGREEMENT.
Per chapter 43.88 RCW, any invoices for work performed during a given fiscal year (beginning July 1 and
ending on June 30 of the following year)must be submitted to the STATE no later than July 10th(or the soonest
business day after July 10th ) of the calendar year in which the fiscal year ends. If the RECIPIENT is unable
to provide an invoice for such work by this date, an estimate of all remaining payable costs owed by the STATE
for work performed by the RECIPIENT prior to July 1 must be submitted to the STATE no later than July 19th
of the same year in order for the STATE to accrue the amount necessary for payment. The RECIPIENT will
thereafter submit any remaining invoices to the STATE for such work as soon as possible. Failure to comply
with these requirements may result in delayed payment. The STATE shall not be required to pay to the
RECIPIENT late payment fees, interest, or incidental costs expensed by the RECIPIENT or any other costs
related to a delayed payment if the RECIPIENT fails to comply with the invoice requirements of this Section.
Reimbursement for travel, subsistence, and lodging expenses will not be eligible under this AGREEMENT
unless specifically pre-approved in writing by the STATE. If pre-approved, the RECIPIENT shall comply with
the rules and regulations regarding travel costs in accordance with the Washington State Administrative and
Accounting Manual (SAAM), Chapter 10 "Travel and revisions thereto, accessible online at:
https://ofm.wa.gov/sites/default/files/public/legacy/policy/10.htm,
https://ofm.wa.gov/sites/default/files/public/legacy/policy/10.htm and by this reference incorporated
herein. If online access is not available, contact the Washington State Department of Transportation
headquarters office in Olympia to obtain copies of the"Travel Rules and Procedures" and any updates.
It is agreed that any money loaned by the STATE, pursuant to any RECIPIENT payment request, will not
constitute agreement as to the appropriateness of any item, and that required adjustments, if any,will be made
at the time of STATE's final payment. In the event that the STATE and/or its representatives conducts an audit,
and that audit indicates an overpayment of moneys loaned against costs expensed by the RECIPIENT, the
RECIPIENT agrees to pay the overpayment to the STATE within thirty (30) calendar days after being billed
therefor. Amounts paid for any overpayment pursuant to this section will be in addition to the RECIPIENT's
repayment obligation under Section 6 of this AGREEMENT.
Section 6
Loan Repayments by the Recipient
The RECIPIENT shall repay the STATE in accordance with the EXHIBIT C, LOAN REPAYMENT SCHEDULE,
attached hereto, and by this reference is made part of this AGREEMENT.
The loan shall be repaid annually by the RECIPIENT and shall commence one(1)year after the month in which
the PROJECT is completed unless the RECIPIENT opts for a deferral period indicated in the table at the
beginning of this Agreement, under the field titled "Interest Rate/ Loan Term/ Deferral Period".
Interest will begin accruing on the date identified with the warrant or Electronic Funds Transfer(EFT)associated
with the payment request. Interest will be charged at the per annum rate shown in the table at the beginning of
this AGREEMENT, under the field titled"Interest Rate/Loan Term/Deferral Period". Interest will accrue during
the entire Loan Term and Deferral Period shown in the table at the beginning of this AGREEMENT, under the
field titled"Interest Rate/Loan Term/Deferral Period,"until the total loan amount and interest has been repaid.
Partial years will be prorated proportionately based on the percentage of calendar days in the year subject to
interest accrual. If a Deferral Period has been elected, interest will be compounded annually and will be added
to the loan amount used to calculate the EXHIBIT C, LOAN REPAYMENT SCHEDULE. All repayments will be
applied first to accrued interest with any remaining balance being applied to principal.
RECIPIENTS may opt to pay off the loan early with no prepayment penalty. The STATE shall calculate the
payoff amount at the request of the RECIPIENT. The payoff amount provided shall be valid for thirty (30) days
after written notification of the RECIPIENT by the STATE. The date of notification shall be determined by the
date of the electronic transmission sent to the RECIPIENT.
The STATE will supply an invoice that includes the payment address, payment amount, payment due date,
and the calculated existing balance of the loan based on the interest rate, loan term, and deferral period
indicated in the table at the beginning of this Agreement, under the field titled "Interest Rate / Loan Term /
Deferral Period". Failure to make payment by the payment due date indicated on the invoice will incur a late
fee to mitigate the additional interest accrued due to the delayed payment. The amount of the late fee will be
shown on the invoice.
Payments in excess of the invoiced amount will be credited against the loan principal. Excess payments will
not reduce the invoice amounts reflected in EXHIBIT C, LOAN REPAYMENT SCHEDULE but may shorten the
term of the loan by reducing or eliminating the number of payments required to fully repay the loan. Any excess
or additional payments will not preclude the requirement to make the regularly scheduled payments until the
outstanding loan amount is fully repaid.
RECIPIENTS that are delinquent on a payment or late payments for more than thirty (30) days will be
considered in default and the AGREEMENT may be terminated at the sole discretion of the STATE as
described in Section 16, Termination for Fault.
Section 7
Employment and Inspection of Work
The RECIPIENT shall employ or retain all persons or contractors necessary to perform the PROJECT work
and agrees to be responsible for the management, control, operation, construction, maintenance, and repairs
that are essential to this PROJECT. The STATE may place an Engineer, Project Manager, and/or other
inspection personnel on the work site during the term of this AGREEMENT to monitor progress of the
PROJECT and/or to monitor adherence to the required provisions of this AGREEMENT. The RECIPIENT shall
make the site accessible to STATE inspection personnel. This may include providing transportation to remote,
inaccessible work sites, at the expense of the RECIPIENT.
The STATE will inspect progress at the work site, as it deems appropriate. In the event that the RECIPIENT
subcontracts to obtain material, equipment, and/or any work necessary to complete any PROJECT related
runway work, the RECIPIENT will be responsible for certifying that all runway work is in compliance with State
or Federal Aviation Administration runway pavement standards, whichever is applicable. Upon completion of
the PROJECT, a joint inspection shall be made by the authorized representatives of each of the PARTIES to
determine that the work has been completed within the terms of this AGREEMENT.
Section 8
Labor Provisions
Prevailing Wage Law. The RECIPIENT certifies that all contractors and subcontractors performing work on
the Project shall comply with all state and federal prevailing wage requirements, including but not limited to
Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this
AGREEMENT, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and
"Affidavit of Wages Paid" as required by RCW 39.12.040. The RECIPIENT shall maintain records sufficient to
evidence compliance with Chapter 39.12 RCW and shall make such records available for the STATE's review
upon request.
Overtime Requirements. No contractor or subcontractor contracting for any part of the PROJECT work which
may require or involve employment of laborers or mechanics shall require or permit any such laborer or
mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours
in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-
half times the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. Contractors
will comply with Title 49 RCW, Labor Regulations.
Prohibition against Payment of Bonus or Commission. The monies provided under this AGREEMENT
shall not be used in payment of any bonus or commission for the purpose of obtaining approval of the
application for such monies or any other approval or concurrence under this AGREEMENT, provided, however,
that reasonable fees for bona fide technical consultant, managerial, or other such services, other than actual
solicitation, are not hereby prohibited if otherwise eligible as project costs.
Section 9
Recapture of Loaned Monies
At the STATE's sole option, the RECIPIENT shall immediately repay the full amount of any loans
paid to the RECIPIENT up to that date, if any of the following events occur:
1. Failure to complete the PROJECT tasks specified in EXHIBIT A;
2. Sale,conveyance or transfer of the RECIPIENT property underlying the PROJECT airport improvements
within the loan re-payment period;
3. Any sale, conveyance, transfer, or removal of all or any of the PROJECT capital improvements or
equipment purchased with the monies loaned under this AGREEMENT within the loan re-payment period;
4. Any transfer, conveyance, or sale of all or any of the PROJECT capital improvements or equipment
purchased with monies loaned under this AGREEMENT to any person or entity, public or private, that at
any time subsequent to that transfer,conveyance,or sale removes the PROJECT airport improvements or
equipment purchased with loaned monies from this AGREEMENT, or significant portions thereof, from
operation within the loan re-payment period; and
5. Any abandonment or other liquidation by the RECIPIENT or its successor of the PROJECT capital
improvements or equipment purchased with monies loaned under this AGREEMENT for any reason
whatsoever within the loan re-payment period.
Any payment by the RECIPIENT to the STATE pursuant to this Section shall be payable in U.S. Dollars (USD)
and shall be sent via certified mail to the STATE contact person identified in the Notices Section of this
AGREEMENT not more than thirty (30) calendar days from receipt of written notice from the STATE that
repayment is required.
Section 10
Use and Maintenance of Project Capital
Improvements and Other Equipment Purchased with
Monies from This Agreement
The RECIPIENT agrees that PROJECT property, equipment, and supplies shall be used solely for the
PROJECT activity for the duration of its useful life. Should the RECIPIENT unreasonably delay or fail to use
PROJECT property, equipment, or supplies during its useful life, the RECIPIENT understands that the STATE
may require the return of any unpaid amount of STATE assistance expended on that property, equipment, or
supplies.
The RECIPIENT will give timely notice and must receive prior written approval from the STATE for any proposal
to use PROJECT property, equipment or supplies in a manner substantially different than set forth in this
AGREEMENT.
The RECIPIENT shall make all necessary repairs and reasonably maintain the capital improvements and
equipment purchased with the monies from this AGREEMENT so long as the STATE retains rights as specified
in Section 11 of this Agreement, Contingent Interests. All costs incurred in connection with the use and
operation of the PROJECT, including but not limited to services, materials, and repairs, shall be at the
RECIPIENT's expense.
Section 11
Contingent Interests
The RECIPIENT agrees that the STATE shall retain a Contingent Interest in the PROJECT's capital
improvements and the equipment purchased with monies loaned under this AGREEMENT as described in
Exhibit A,which binds the RECIPIENT,and its successors and assigns,to continue and maintain the PROJECT
for the use of the general public.
The STATE shall maintain its contingent interest for the duration of this AGREEMENT, as specified in Section
2 of this AGREEMENT. During this time the RECIPIENT may not(a) use any property or equipment purchased
with monies from this AGREEMENT as collateral, (b) remove runway or other improvements necessary to the
operation of the airport, (c) perform any of the activities listed in Section 9, or (d) use the PROJECT capital
improvements or equipment in any manner subordinating the STATE's Contingent Interests, without obtaining
prior written permission from the STATE.
The requirement that the PROJECT capital improvements and equipment be maintained for public use shall
also be required of all subsequent purchasers, persons, or entities acquiring all, or a material portion of, the
property upon which the PROJECT is constructed. The RECIPIENT shall be obligated to include in any
contract of sale or other dispositional agreement for all, or any portion of, the PROJECT provisions sufficient
to perpetuate the STATE's Contingent Interest to the PROJECT capital improvements and equipment upon
the consummation of any such conveyance. The RECIPIENT further agrees that, as a precondition to the
RECIPIENT's execution of any agreement to transfer ownership of all, or a material or equipment portion of,
the property upon which the PROJECT is constructed to a subsequent purchaser, assignee, or recipient, the
entire outstanding balance of the loaned monies will become immediately due and payable by the RECIPIENT.
The RECIPIENT shall execute and deliver to the STATE all agreements, instruments and documents that the
STATE requests as necessary to perfect and maintain the STATE's contingent interests as set forth in this
section, in a form and substance acceptable to the STATE, as a condition precedent to the RECIPIENT's right
to seek loan monies under this AGREEMENT. The RECIPIENT shall make appropriate entries upon its
financial statements and its books and records disclosing the STATE's contingent interests under this section.
Section 12
Loss or Damage to Project Property, Facility and
Equipment
The RECIPIENT, at its own expense, shall cover any loss, theft, damage, or destruction of the PROJECT
property, facility, and/or equipment. The RECIPIENT agrees that any loss, theft, damage, or destruction of the
PROJECT equipment does not relieve the RECIPIENT of any obligations to repay STATE loan monies. If the
RECIPIENT does not replace or repair any PROJECT equipment that has been lost, stolen, damaged, or
destroyed within sixty (60) calendar days of such, the RECIPIENT shall then be automatically in default and
will be obligated to reimburse the STATE for the full amount of loan monies already paid to the RECIPIENT.
Section 13
Accounting Records
Project Accounts. The RECIPIENT agrees to establish and maintain for the Project either a separate set of
accounts or separate accounts,within the framework of an established accounting system that can be identified
with the Project. The RECIPIENT agrees that all checks, payrolls, invoices, contracts, vouchers, orders, or
other accounting documents pertaining in whole or in part to the Project shall be clearly identified, readily
accessible and available to the STATE upon request, and, to the extent feasible, kept separate from documents
not pertaining to the Project.
Documentation of Project Costs and Program Income. The RECIPIENT agrees to support all allowable
costs charged to the Project, including any approved services contributed by the RECIPIENT or others, with
properly executed payrolls, time records, invoices, contracts, or vouchers describing in detail the nature and
propriety of the charges. The RECIPIENT also agrees to maintain accurate records of all program income
derived from implementing the Project.
Section 14
Maintenance of Records and Audit Requirements
During the progress of the work, and for a period of not less than six(6) years from the date of final repayment
to the STATE by the RECIPIENT, records and accounts of the RECIPIENT are to be kept available for
inspection and audit by representatives of the STATE.
Copies of the records shall be furnished to the STATE upon request and shall be maintained in accordance
with accepted job cost accounting procedures as established in 48 CFR § 31. All costs must be supported by
actual invoices and canceled checks. The RECIPIENT agrees to comply with the audit requirements contained
herein, and to impose the same requirement on any consultant, contractor, or subcontractor who may perform
work funded by this AGREEMENT.
The records to be maintained by the RECIPIENT shall include, but are not limited to, the following:
a) Records that identify the sources and applications of monies for this AGREEMENT and contain
information pertaining to outlays;
b) Supporting sourcedocuments;
c) All documentation underlying the preparation of the financial reports;
d) Any other records which are required following notification of an amendment to State of
Washington or federal regulations which takes effect during the period in which costs are
allowable;and
e) Any other records necessary to disclose fully the amount and disposition of the monies loaned
to the RECIPIENT under this AGREEMENT and charged to the PROJECT, supported by
documents evidencing in detail the nature and propriety of the charges, the total cost of each
undertaking for which the assistance was loaned or used, the amount of the costs of the
undertaking supplied by other sources, and other books, records, and documents needed for
a full and complete verification of the RECIPIENT's responsibilities and all payments and
charges under thisAGREEMENT. In the event that any litigation, claim or audit is initiated
prior to the expiration of said six-year period, the records shall be retained until such
litigation, claim, or audit involving the records is complete.
Section 15
Representations, Warranties, and Covenants
The following representations and warranties by the PARTIES hereto shall be considered conditions precedent
to the effectiveness of this AGREEMENT.
The RECIPIENT represents and warrants the following:
a) That the monies the RECIPIENT will derive through this AGREEMENT will be used solely for the
PROJECT as defined in this AGREEMENT;
b) That it has the full power and authority to enter into this AGREEMENT, and to carry out the
obligations, which it has hereby undertaken;
c) That all public, corporate and other proceedings required to be taken by or on the part of the RECIPIENT
to authorize its entrance into this AGREEMENT, have been or will be duly taken;
d) That execution of this AGREEMENT and the performance of the improvement hereunder will not
violate any statute, rule, regulation, order, writ, injunction or decree of any Court, administrative
agency or government body;
e) It is the intent of the STATE to reimburse the RECIPIENT for its actual PROJECT costs up to the
maximum loan amount. It is understood that if unforeseen circumstances cause the PROJECT cost to
exceed the PROJECT estimate, the RECIPIENT shall complete the PROJECT and assume the entire
cost overrun;
f) That the RECIPIENT has not employed or retained any company or person to solicit or secure this
AGREEMENT, and that it has not paid or agreed to pay any company or person, any fee, commission
percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award
or making of this AGREEMENT. For breach or violation of this warranty, the STATE shall have the right
to terminate this AGREEMENT without liability;
g) That the RECIPIENT shall not engage on a full, part-time, or other basis, during the period of the
AGREEMENT, any professional or technical personnel, to work on this AGREEMENT,who are, or have
been, at any time during the period of the AGREEMENT, in the employ of the STATE without the prior
written consent of the employer of such person;and
h) That the RECIPIENT shall not extend any loan, gratuity, or gift of money in any form whatsoever to
any employee, agent, or officer of the STATE,nor will the RECIPIENT rent or purchase any equipment
or materials from any employee or officer of the STATE.
Section 16
Termination for Fault
Should either the STATE or the RECIPIENT substantially fail to perform their obligations under this
AGREEMENT, and continue in such default for a period of sixty (60) calendar days, the PARTY not in default
shall have the right at its option, after first giving thirty (30)calendar days written notice thereof by certified mail
to the PARTY in default, and notwithstanding any waiver by the PARTY giving notice of any breach thereof, to
terminate this AGREEMENT. The termination of this AGREEMENT shall not impair any other rights of the
terminating PARTY under this AGREEMENT or any rights of action against the defaulting PARTY for the
recovery of damages. For purposes of this provision, a substantial failure to perform on the part of the
RECIPIENT shall be deemed to include, but shall not be limited to, any action of the RECIPIENT that
jeopardizes its ability to perform pursuant to this AGREEMENT.
Section 17
Termination for Convenience
The STATE may terminate this AGREEMENT in whole, or in part, upon thirty (30) calendar days'written
notice whenever:
a) The requisite loan funding becomes unavailable through failure of appropriation or otherwise; and/or
b) The STATE determines that such termination is in the best interests of the STATE.
If the STATE exercises its rights under this Section, then the STATE shall reimburse the RECIPIENT for any
expenses and costs eligible hereunder prior to receipt of such notice of termination.
Section 18
Assignment and Succession
Neither the STATE nor the RECIPIENT may assign or in any manner transfer either in whole or in part this
AGREEMENT or any right or privilege granted to it hereunder, nor permit any person or persons, company or
companies to share in any such rights or privileges without the prior written consent of the other PARTY hereto,
except as otherwise herein provided. Nothing in this AGREEMENT shall be construed to permit any third party
or any other person, corporation, or association, directly or indirectly, to possess any right or privilege herein.
Section 19
Force Majeure
It is further understood and agreed that neither the RECIPIENT nor the STATE, as the applicable case may
be, shall be required to keep this AGREEMENT in effect during any period(s) it is prevented from doing so by
governmental action, war, strikes, riots, terrorism, or civil commotion, or if the airport facilities or any portion
thereof is made unserviceable by Acts of God including, but not limited to, floods, high water, or other damage
by the elements.
Section 20
Notices
Any notice, request, consent, demand, report, statement or submission which is required or permitted to be
given pursuant to this AGREEMENT shall be in writing and shall be delivered personally to the respective
PARTY set forth below, or if mailed, sent by certified United States mail, postage prepaid and return receipt
required, to the respective PARTIES at the addresses set forth below, or to such other addresses as the
PARTIES may from time to time advise by written notice to the other PARTY. The date of personal delivery or
of execution of the return receipt in the case of delivery by certified U.S. mail, of any such notice, demand,
request, or submission shall be presumed to be the date of delivery.
NOTICES IN THE CASE OF THE RECIPIENT
Ingrid Gaub
Public Works Director
City of Auburn
25 West Main Street
Auburn, WA 98001
Should the above Registered Agent become unavailable, the RECIPIENT consents to allowing
the legal notices to be sent to the Secretary of State of the State of Washington.
NOTICES IN THE CASE OF THE STATE:
David Fleckenstein, Director
WSDOT Aviation Division
7702 Terminal Street SW
Tumwater, WA 98501-7264
Section 21
Interpretation
This AGREEMENT shall be construed liberally so as to secure to each PARTY hereto all of the rights,
privileges, and benefits herein provided or manifestly intended. This AGREEMENT, and each and every
provision hereof, is for the exclusive benefit of the PARTIES hereto and not for the benefit of any third party.
Nothing herein contained shall be taken as creating or increasing any right of a third party to recover by way of
damages or otherwise against the PARTIES hereto.
If any covenant or provision, or part thereof, of this AGREEMENT shall be adjudged void, such adjudication
shall not affect the validity or obligation of performance of any other covenant or provision, or part thereof,
which in itself is valid, if such remainder conforms to the terms and requirements of applicable law and the
intent of this AGREEMENT. No controversy concerning any covenant or provision shall delay the performance
of any other provisions except as herein allowed.
All remedies provided in the AGREEMENT are distinct and cumulative to any other right or remedy under this
document or afforded by law or equity, and may be exercised independently, concurrently, or successively
therewith.
Any forbearance of the PARTIES in exercising any right or remedy hereunder, or otherwise afforded by
applicable law, shall not be a waiver of, or preclude the exercise of that or any other right or remedy hereunder.
Each PARTY hereby agrees to immediately notify the other PARTY of any change in conditions or any other
event which may significantly affect the TERM of this AGREEMENT or the PARTY's ability to perform the
PROJECT in accordance with the provisions of this AGREEMENT.
Section 22
Subcontracting
It is understood that the RECIPIENT may choose to subcontract all or portions of the work. The RECIPIENT
must obtain the STATE's advanced written approval of all subcontractors it shall employ on the PROJECT.
No contract between the RECIPIENT and its contractors and/or their subcontractors, and/or material suppliers
shall create any obligation or liability of the STATE with regard to this AGREEMENT without the STATE's
specific written consent to such obligation or liability notwithstanding any concurrence with, or approval of, the
award, solicitation, execution, or performance of any contract or subcontract. The RECIPIENT hereby agrees
to include the provisions of this AGREEMENT in all contracts entered into by the RECIPIENT for the
employment of any individuals, procurement of any materials, or the performance of any work to be
accomplished under this AGREEMENT.
Section 23
Compliance with State Design Standards
The RECIPIENT agrees the Project design must comply with all Washington State building codes, Chapter
19.27 RCW and Energy-related building standards, Chapter 19.27A RCW, and Provisions in building for aged
and handicapped persons, Chapter 70.92 RCW, and any revisions thereto. Projects that wish to use design
standards that differ from state standards must submit a request to WSDOT's Aviation Division and obtain
documented approval before design work commences.
RECIPIENTS operating NPIAS airports receiving federal funding, shall comply with FAA design and
construction advisory circulars available on the FAA website https://www.faa.gov/airports, and any revision
thereto.
Section 24
Laws to be Observed
General Compliance. The RECIPIENT shall comply with all applicable State, federal, and local laws, rules,
regulations, and orders pertaining to the PROJECT, including but not limited to EXHIBIT D, AIRPORT LOAN
PROGRAM ASSURANCES,which is attached hereto and by this reference made a part of this AGREEMENT.
If any action or inaction by the RECIPIENT results in a fine, penalty, cost, or charge being imposed or
assessed on or against the RECIPIENT and/or the STATE, the RECIPIENT shall assume and bear any such
fine, penalty, cost, or charges. In the event the STATE, for any reason, is required to pay the same, the
RECIPIENT, upon demand, shall promptly reimburse, indemnify, and hold harmless the STATE for or on
account of such fine, penalty, cost or charge and shall also pay all expenses and attorney's fees incurred in
defending any action that may be brought against the STATE on account thereof. The RECIPIENT shall, in
the event of any such action and upon notice thereof from the STATE, defend any such action(s) free of cost,
charge and expense to the STATE.
Permits and Compliance with land use and environmental laws. The RECIPIENT shall be responsible
for obtaining all necessary permits from federal, state, and local agencies of government and compliance
with land use and environmental regulations pertaining to the performance of work under this AGREEMENT.
Compliance with Labor Laws. During the term of the AGREEMENT, the RECIPIENT and its contractors,
subcontractors, and lessees shall comply with all applicable STATE and FEDERAL workmen's
compensation, employer's liability and safety and other similar laws applicable to the RECIPIENT, including
but not limited to the Washington Industrial Safety and Health Act, RCW 49.17, the Industrial Insurance Act,
RCW Title 51, and the Occupational Safety and Health Act of 1970, 29 U.S.C. ch. 15.
Equal Employment Opportunity. In connection with the execution of this AGREEMENT, the RECIPIENT or
its Contractor shall not discriminate against any employee or applicant for employment because of race, creed,
marital status, age, color, sex or national origin, or disability, except for a bona fide occupational qualification.
The RECIPIENT agrees to comply with all applicable state and federal laws against discrimination, including
but not limited to Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000d et seq., the Washington Law
Against Discrimination, RCW 49.60, and for recipients of FAA funds authorized by 49 U.S.C. 47101 et seq.,
49 C.F.R. Part 26.
Section 25
Ethics
Relationships with Employees and Officers of WSDOT. The RECIPIENT, and any contractor or
subcontractor on the PROJECT, shall not extend any loan, gratuity, gift, compensation, or reward in any form
whatsoever to any employee or officer of the STATE, nor shall the RECIPIENT or any contractors or
subcontractors on the PROJECT participate in any kind of business transaction with any employee or officer
of the STATE, including but not limited to renting or purchasing any Project equipment and materials from any
employee or officer of the STATE.
Employment of Former WSDOT Employees. The RECIPIENT, and any contractor or subcontractor on the
PROJECT, hereby warrants that it shall not engage on a full, part-time, or other basis during the period of this
AGREEMENT, any professional or technical personnel who are, or have been, at any time during the period
of this AGREEMENT, in the employ of the STATE, without the prior written consent of the person's employing
agency.
Section 26
Environmental Protections and Archeological Preservation
The CONTRACTOR agrees to comply with all applicable requirements of chapter 43.21C RCW "State
Environmental Policy Act"(SEPA). The CONTRACTOR also agrees to comply with all applicable requirements
of Executive Order 05-05, Archeological and Cultural Resources, for all capital construction projects or land
acquisitions for the purpose of a capital construction project, not undergoing Section 106 review under the
National Historic Preservation Act of 1966 (Section 106).
Section 27
Independent Contractor
The RECIPIENT shall be deemed an independent contractor for all purposes and the employees of the
RECIPIENT or any of its contractors, subcontractors, lessees and the employees thereof, shall not in any
manner be deemed the employees or agents of the STATE.
Section 28
Safety and Liabilities
Safety.The RECIPIENT shall do all things necessary and proper for the safe operation of the PROJECT and
shall comply with all regulations prescribed by law or any public authority with respect thereto for the safety of
the public or otherwise.
Personal Liability of Public Officers. No officer or employee of the STATE or RECIPIENT shall be personally
liable for any act, or failure to act, in connection with this AGREEMENT,to the extent they are acting in the scope of
their employment or role as an agent of the STATE or RECIPIENT.
Responsibility for Damage. The STATE, Transportation Commission, Secretary of Transportation, CARB
members and all officers and employees of the STATE including, but not limited to, those of the Department
of Transportation shall not be responsible in any manner for:any loss or damage to the work or any part thereof;
for any loss of material or damage to any of the materials or other things used or employed in the performance
of the work; for any injury to or death of any persons, either workers or the public, or for damage to the public
for any cause due to the intentional acts or negligence of the RECIPIENT or its workers, or anyone employed
by it.
Indemnification. The RECIPIENT shall indemnify and hold the STATE and all its officers and employees
harmless from, and shall process and defend at its own expense, all claims, demands, or suits at law or equity
arising out of this AGREEMENT caused by the performance or failure to perform by the RECIPIENT, its agents,
employees and/or its subcontractors of any and all duties prescribed by, or incidental to its performance under,
this AGREEMENT; provided that nothing herein shall require the RECIPIENT to indemnify or hold the STATE
harmless against claims, demands, or suits based solely upon the negligent conduct of the STATE, its officers
or employees;and provided further that if the claims,demands or suit are caused by or result from the concurrent
negligence of(a)the RECIPIENT's agents or employees and(b)the STATE's agents or employees,and involves
those actions covered by RCW 4.24.115, this indemnity provision with respect to claims or suits based upon
such negligence shall be valid and enforceable only to the extent of the RECIPIENT's negligence or the
negligence of the RECIPIENT's agents or employees. This indemnification and waiver shall survive the
termination of this AGREEMENT for all claims, demands, or suits at law or equity arising out of this Agreement
during its term.
The RECIPIENT agrees that its obligations under this Section extend to any claim, demand and/or cause of
action brought by, or on behalf of, any of its employees or agents while performing construction and/or
maintenance for the PROJECT. For this purpose, the RECIPIENT, by mutual negotiation, hereby waives with
respect to the STATE only, any immunity that would otherwise be available to it against such claims under the
Industrial Insurance Act, chapter 51.12 RCW.
Section 29
No Waiver of State's Rights
The STATE shall not be precluded or stopped by any measurement, estimate, or certificate made either before
or after the completion and acceptance of the work and payment therefore from showing the true amount and
character of the work performed and materials furnished, or from showing that any such measurement,
estimate, or certificate is untrue or incorrectly made, or that the work or materials do not conform in fact to the
AGREEMENT. Neither the granting of an extension of time, nor acceptance of and/or payment for, the whole
or any part of the work by the STATE shall bar the STATE from seeking recovery of damages or any money
wrongfully or erroneously paid to the RECIPIENT. A waiver of any breach of contract shall not be held to be a
waiver of any other or subsequent breach.
Section 30
Disputes Resolution
In the event that a dispute arises under this AGREEMENT which cannot be resolved between the PARTIES,
either PARTY may request a dispute hearing with the CARB Chair,who may designate a neutral person to decide
the dispute. The request for a dispute hearing must:
1) Be in writing;
2) State the disputed issues;
3) State the relative positions of the PARTIES;
4) State the RECIPIENT's name, address, and AGREEMENT number; and
5) Be mailed to the CARB Chair and the other PARTY's (respondent's) AGREEMENT representative
within five (5)working days after the PARTIES agree they cannot resolve the dispute. The respondent
shall send a written answer to the requestor's statement to both the CARB Chair or designee and the
requestor within five(5)working days.
The CARB Chair or designee shall review the written statements and reply in writing to both PARTIES within ten
(10)working days. The CARB Chair or designee may extend this period if necessary by notifying the PARTIES.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding between the PARTIES,
except as required by law or court order. Both PARTIES agree that this dispute process shall precede any action
in a judicial or quasi-judicial tribunal. Nothing in this AGREEMENT shall be construed to limit the PARTIES'choice
of a mutually acceptable alternative dispute resolution method in addition to the dispute hearing procedure outlined
above.
Section 31
Venue
In the event that either PARTY deems it necessary to institute legal action or proceedings to enforce any right
or obligation under this AGREEMENT, the PARTIES hereto agree that any such action shall be initiated in the
Superior Court of the State of Washington, situated in Thurston County. The PARTIES also agree that each
PARTY shall be responsible for its own attorney's fees and other legal costs, except as required by law.
Section 32
Complete Agreement
This document and referenced attachments contain all of the covenants, stipulations and provisions agreed
upon by the PARTIES. No agents, or representative of either PARTY has authority to make, and the
PARTIES shall not be bound by or be liable for, any statement, representation, promise or agreement not
set forth herein. No changes, amendments, or modifications of the terms hereof shall be valid unless
reduced to writing and signed by the PARTIES as an amendment to this AGREEMENT prior to beginning or
continuing any work to be covered by the amendment.
DocuSign Envelope ID:39FB06F8-6A17-45D3-8923-E274A3330213
Section 33
Execution of Acceptance
The PARTIES adopt all statements, representations, warranties, covenants, and EXHIBITS to this
AGREEMENT.
Section 34
Amendment
Either PARTY may request changes in these provisions.Such changes that are mutually agreed upon shall
be incorporated as written amendments to this AGREEMENT. No variation or alteration of the terms of this
AGREEMENT shall be valid unless made in writing and signed by authorized representatives of the
PARTIES hereto prior to beginning or continuing any work to be covered by the amendment.
Section 35
Counterparts
This AGREEMENT may be executed in several counterparts, each of which shall be deemed to be an
original having identical legal effect.
STATE OF WASHINGTON Department of Transportation
°°`"**,.dby:
1/4/2022
FD4/4/41By: fled/4444. Date:
David Fleckenstein, Director
WSDOT Aviation Division
Do.signed by:
( 4z 1/11/2022
By: Date:
Authorized Representative
�s Title: Mayor
C Print Name: Nancy Backus
Print Title: mayor
Approved as to Form on behalf of WSDOT:
By: Albert Wang Date: 12/14/2021
Assistant Attorney General
State of Washington
Any modification, change or revision to this AGREEMENT requires the further approval as to form by the
Office of the Attorney General.
EXHIBIT A
SCOPE OF WORK,
PROJECT SCHEDULE &
BUDGET
Project Title: T-Hangar Door Replacements
Project Description: Replace 15 doors on the existing T-hangars and install 34 doors
and walls to the existing open T-hangars to enclose them at the Auburn Municipal
Airport.
Planning & Engineering (P/E) $ 0
Land Acquisition & ROW $ 0
Construction $ 750,000.00
Project Total $ 750,000.00
PROJECT SCHEDULE
ITEM DATE
1. Plans & Specifications Complete 5/31/2022
2. Bid Advertising 6/01/2022
3. Bid Opening 6/30/2022
4. Award of Contract 7/15/2022
5. Start Construction 7/16/2022
6. Construction Complete 3/30/2023
7. Final Inspection 3/31/2023
DocuSign Envelope ID:39FB06F8-6A17-45D3-8923-E274A3330213
EXHIBIT B
Project Number:2021-014
Washington State
Community Aviation Revitalization Board
Initial Offer of Financial Aid
City of Auburn
Federal Tax Number: SW000206900
Offer Date: December 3,2021
The Community Aviation Revitalization Board (CARB) is authorized by SB 5031 and SHB 1080,Section
4004,Session Laws of 2021 for direct loans to airport sponsors of public use airports in the State of
Washington for the purposes of improvements that primarily support general aviation activities.This
Initial Offer of Financial aid is contingent upon the availability of CARB funds. CARB hereby offers to
make funds available to the City of Auburn, hereafter referred to as the "RECIPENT,"to aid in
financing the cost of,or improvements to,airport facilities consisting of the T-Hangar Door
Replacement Project as described in the application (hereafter collectively referred to as the
"Project").
This offer consists of:
• General Obligation loan of$750,000
• Interest rate:2.0 percent(%) per annum on the outstanding principal balance
• Term: 20 years maximum, including up to 3 years of deferred principal and interest
This offer is subject to completion of pre-contract conditions, as described in Attachment A.
A final contract shall be developed by CARB prior to disbursement of funds. No project costs incurred
prior to this offer date will be reimbursed by CARB. In the event a final contract is not executed, no
CARB funds will be disbursed.
If accepted,this Initial Offer of Financial Aid must be signed and returned to CARB by January 15,2022.
ACCEPTANCE
FOR CARB FOR THE RECIPIENT �g
Coocusgo.a by.
D4444 fleau.sgez«
3/E.U1uc/18193..
David Fleckenstein gnature
Director,WSDOT—Aviation Nanc ackus
Board Member,CARB Name:
Date:
1/4/2022 Title: Mayor
1/11/2022
Date:
`Authorized to accept offer on behalf of RECIPIENT
EXHIBIT C, ESTIMATED LOAN REPAYMENT SCHEDULE-CITY OF AUBURN
ENTER VALUES LOAN SUMMARY
Loan amount $750,000.00 Scheduled payment _ $83,494.90
Annual interest rate 2.00% Scheduled number of payments 10
Loan period in years 10 Actual number of payments 20
Number of payments per year 1 Total early payments $0.00
Start date of loan 4/1/2023 Total interest $84,948.96
Optional extra payments I $0.001 LENDER NAME I CARS/WSDOT-Aviation Division
PMT PAYMENT BEGINNING SCHEDULED EXTRA TOTAL ENDING CUMULATIVE
NO DATE BALANCE PAYMENT PAYMENT PAYMENT PRINCIPAL INTEREST BALANCE INTEREST
1 4/1/2023 $750,000.00 $83,494.90 $0.00 $83,494.90 $68,494.90 $15,000.00 $681,505.10 $15,000.00
2 4/1/2024 $681,505.10 $83,494.90 $0.00 $83,494.90 $69,864.79 $13,630.10 $611,640.31 $28,630.10
3 4/1/2025 $611,640.31 $83,494.90 $0.00 $83,494.90 $71,262.09 $12,232.81 $540,378.22 $40,862.91
4 4/1/2026 $540,378.22 $83,494.90 $0.00 $83,494.90 $72,687.33 $10,807.56 $467,690.89 $51,670.47
5 4/1/2027 $467,690.89 $83,494.90 $0.00 $83,494.90 $74,141.08 $9,353.82 $393,549.81 $61,024.29
6 4/1/2028 $393,549.81 $83,494.90 $0.00 $83,494.90 $75,623.90 $7,871.00 $317,925.91 $68,895.29
7 4/1/2029 $317,925.91 $83,494.90 $0.00 $83,494.90 $77,136.38 $6,358.52 $240,789.53 $75,253.80
8 4/1/2030 $240,789.53 $83,494.90 $0.00 $83,494.90 $78,679.11 $4,815.79 $162,110.43 $80,069.60
9 4/1/2031 $162,110.43 $83,494.90 $0.00 $83,494.90 $80,252.69 $3,242.21 $81,857.74 $83,311.80
10 4/1/2032 $81,857.74 $83,494.90 $0.00 $83,494.90 $81,857.74 $1,637.15 $0.00 $84,948.96
$834,948.96 $750,000.00 $84,948.96