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Amended Loan Agreement with Lewis County PFD BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON A RESOLUTION APPROVING AN ) AMENDED LOAN AGREEMENT BETWEEN ) LEWIS COUNTY AND THE ) LEWIS COUNTY PUBLIC FACILITIES ) RESOLUTION No. 19- I I DISTRICT FOR FUNDING UNDER ) RCW 82.14.370 `DISTRESSED COUNTIES ) FUND" FOR ECONOMIC DEVELOPMENT ) AND PUBLIC FACILITIES ) WHEREAS,pursuant to RCW 82 14.370, for a public facility to be eligible for use of the 09% funds, said project must be listed in the officially adopted Lewis County Community Economic Development Strategy, and, WHEREAS,the Lewis County Public Facilities Distnct(LCPFD) applied for and received funds in 2013 to conduct the"Lewis County Sports Complex and Event Center"project, which is necessary in order to accomplish local economic and community development, and, WHEREAS, said application was recommended for approval by the Distressed Counties/Rural Economic Development Public Facilities Advisory Committee for grant funding in the amount of$550,000 and a loan of$550,000, and WHEREAS, Resolution No 13-090 approved funding in the form of$550,000 loan and $550,000 grant,the LCPFD has a remaining balance of$366,667 on the 2013 loan, and WHEREAS, Resolution 18-211 approved a contingent loan agreement with the PFD in connection with the Districts' bonds, and WHEREAS, section E of said Resolution the LCPFD agreed to modify the repayment terms of the original agreement authorized in 2013 NOW THEREFORE BE IT RESOLVED that the LCPFD agrees to repay the loan the County made to the District in 2013 and that is currently outstanding in the amount of$366,667 as follows (1) $122,223 to be paid from Bond proceeds in 2019 and(2) four annual payments of $61,111 each beginning in 2021 through 2024 DONE IN OPEN SESSION this 15th day of Apnl 2019 APPROVED AS TO FORM BOARD OF COUNTY COMMISSIONERS erg \o.atrniN,at 145.e LEWIS COUNTY, WASHINGTON Prosecutor --i,—le.ra / Robert C Jackson, Chair Gary Stamper, Vice-Chair ATTEST Edna J Fund, Commissioner Clerk of the Board AMENDED GRANT AND LOAN AGREEMENT APPROVED BETWEEN LEWIS COUNTY AND THE LEWIS COUNTY PUBLIC FACILITIES DISTRICT This amended Grant and Loan Agreement is made and entered into by Lewis County and the Lewis County Public Facilities District as to the conditions for acceptance of monies by the Council from the"Distressed Counties Fund"pursuant to RCW 82 14 370 I PURPOSE RCW 82 14 370 authorizes the availability of a sales and use tax to be used to finance public facilities serving economic development purposes in rural counties The Lewis County Public Facilities Distnct(LCPFD) applied for and received funds in 2013 to conduct the"Lewis County Sports Complex and Event Center"project, which is necessary in order to accomplish local economic and community development The application was recommended for approval by the Distressed Counties/Rural Economic Development Public Facilities Advisory Committee for grant funding in the amount of$550,000 and a loan of$550,000 Resolution No 13-090 approved funding in the form of$550,000 grant and $550,000 loan that is to be repaid within 10 years of the approval of this agreement; additionally the Lewis County Public Facilities District will document the following revenue streams for the repayment of the loan. 1. Any funds in excess of annual $25,000 annually The LCPFD has a remaining balance of$366,667 on the 2013 loan, the LCPFD agrees to the amended repayment agreement as follows (1) $122,223 to be paid from Bond proceeds in 2019 and (2) four annual payments of$61,111 each beginning in 2021 through 2024 II ELIGIBILITY The public facility must be listed as an item in the officially adopted County Community Economic Development Strategy and must meet other requirements as set forth by County resolution, adopted policy, and growth management planning. Monies collected shall only be used to finance public facilities serving economic development purposes in rural counties III APPLICANT'S RESPONSIBILITIES Upon approval of application by the Lewis County Commissioners, applicant agrees that 1 The project must be in progress within six months of the date of this agreement, or grant funds shall revert back to the Lewis County"Distressed Counties Fund" For purposes of being"in progress", the project must have proceeded beyond the initial planning stage, and into the implementation, design or permitting stages of the project The Lewis County Public Facilities District shall promptly notify Lewis County in writing of any actual or anticipated event that is delaying or could delay achievement of any milestone or performance of any critical path activity of the project A copy of this report shall also be placed in the file of the Rural Economic Development Public Facilities Advisory Committee A one-time only six-month extension may be granted if applicant can demonstrate significant progress towards project completion Page 1 of 4 2 Applicant must provide semi-annual progress reports to the Lewis County Board of County Commissioners in order to ensure satisfactory completion of the project and proper expenditure of grant monies The scope of project work is as contained in the "Lewis County Sports Complex and Event Center"application dated January 25, 2013 and is hereby incorporated by reference into this agreement Failure to provide progress reports or sufficient report information may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance At such times as the Lewis County Board of Commissioners deems necessary for reasonable cause, the applicant shall permit the County to inspect and audit all pertinent books and records of the applicant or other persons or entities that have performed work in connection with or related to this funding The audit may take place up to three years after completion of the project The books and records are to be made available at reasonable times at such reasonable location as County selects At Lewis County's request, the applicant shall supply County with, or shall permit County to make a copy of, any books and records and any portion thereof 3 Applicant has requested these County funds in order to carry out the responsibility for the retention, expansion and recruitment of commercial and industnal businesses county-wide Failure to comply with the intent of this section may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance 4 Funding to complete the full project as presented in the"Lewis County Sports Complex and Events Center"application must be confirmed and available pnor to release of these grant funds Failure to comply with this section may result in reversion to the "Distressed Counties Fund" of all or part of the funding balance 5 Applicant shall provide documented evidence of expenditures of all funds for this project at the semi-annual updates denoted in item #2 (or within 60 days of project completion) to both the Rural Economic Development Public Facilities Advisory Committee and the County Funds spent under this program must be for the purpose of financing public facilities or supporting related economic development projects, as defined under RCW 82 14 370 and AGO 2002,No 1 Failure to comply with this section may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance 6 Funds provided under this program shall be spent at the same percentage rate as those coming from any other source For example, if the PFD spends 20% of funds from one source, it shall spend 20% of funds from the other source Billings and invoices together with audit-sufficient supporting documentation shall be remitted to the County for payment not more than one time each month s' '- .. . - . • . • . - . . the 21' . • - - . - .. . . -- - - . _ • . • Within thirty(30) days of receiving a reimbursement claims voucher that meets the requirements of this Agreement and applicable law, the Clerk of the BOARD, on behalf of the COUNTY, shall remit to the ORGANIZATION a warrant for the approved reimbursement amount The applicant will be responsible to the County for the timely shanng and/or exchange of any or all documentation related to the project as well as accounting and record retention responsibilities for the project 7 The applicant shall comply with and give notices required by all federal, state, and local laws, ordinances, rules, regulations, and lawful order of public authonties applicable to performance of the project. Lewis County reserves the nght to terminate this Agreement and demand reversion of"Distressed Counties Fund" monies at any time during the Page 2 of 4 undertaking of said project if it is discovered that said project is in violation of any local, state, or federal laws IV ENTIRE AGREEMENT This Agreement represents the entire Agreement between the parties and supersedes any pnor oral statements, discussions or understandings V FUTURE SUPPORT Lewis County makes no commitment to future support and assumes no obligation for future support of the activity contracted for herein, except as expressly set forth in this Contract The maximum amount of funding available is as stated in the Lewis County Economic Development Public Facilities Project Proposal attached herein This item is hereby incorporated into this Agreement by reference VI. GOVERNING LAW This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Washington Except as otherwise required by applicable law, any legal action under this Agreement shall be brought in the Superior Court of the State of Washington in and for Lewis County VII WAIVER OF BREACH No waiver of any breach of any covenant or agreement contained herein shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of a breach by either party of any covenant, agreement or undertaking, the non-defaulting party may nevertheless accept from the other any payment or payments or performance hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any such default or defaults that were in existence at the time such payment or payments or performance were accepted by it VIII INDEMNIFICATION The Lewis County Public Facilities District shall protect, defend, indemnify and hold harmless Lewis County, the Board of County Commissioners, its officers, agents, and employees, or any of them from and against any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, which are caused by or result from the performance of this Agreement by either party This indemnity and hold harmless agreement shall not apply to acts or omissions of the County's officers, agents, and employees that are not in good faith and are outside the scope of their official duties IX. DISPUTE RESOLUTION Page 3 of 4 (a) If a dispute arises between the parties with regards to the performance of any provision of this agreement or the interpretation thereof, the parties agree to follow the procedure set forth below It is the goal of the parties to resolve their differences as early and amicably as possible (b) The parties shall first meet to attempt to see if the matter can be informally resolved This informal resolution attempt may involve more than one meeting but is not required to involve more than one meeting (c) If the parties are unable to resolve their differences, the parties will endeavor to settle the dispute by mediation under such mediation rules as shall be mutually agreeable to the parties Such mediation shall be non-binding but shall be a condition precedent to having said dispute decided in court by a judge or jury Mediation shall commence, unless otherwise agreed, within thirty(30) days of a party's written request for mediation of a dispute Any resolution at this stage shall be reduced to writing and, if it involves an interpretation of the agreement, it shall be considered an addendum to this agreement without the need for formal adoption by the governing bodies of the Jurisdictions that are parties to this agreement Any costs related to mediation shall be shared equally by the parties Dated this 15 day of Apnl, 2019 Approved as to Form BOARD OF COUNTY COMMISSIONERS LEW COUNTY, WASHINGTON Lewis County Prosecuting Attorney Gi rosecuto r Robert C. Jackson, Chair ceo*-- Gary Stamper, Vice-Chair 4.—irA_1 Edna J Fund, Co fsioner Rieva Lester, GM Clerk of the Board •••••. ••g GoUNrt k,•• k��'���� Lewis County Public F.cility District • SINCE �`�o• i/ • i8 1845 *` By �i�/ /� • • �ioMN4S�Ste• Title ,G1414-/CZ,A' ' c • • •• — x•. •• •••••0 � �i�) For C Page 4 of 4 BOCC AGENDA ITEM SUMMARY Resolution• BOCC Meeting Date Apr 15, 2019 Suggested Wording for Agenda Item Agenda Type Consent Amending.09 loan agreement with the Lewis County Public Facilities District(LCPFD) Contact Erik Martin/Becky Butler Phone 3607401198 Department Board of County Commissioners Action Needed Approve Resolution Description The Lewis County Public Facilities District(LCPFD) applied for and received funds in 2013 to conduct the "Lewis County Sports Complex and Event Center"project, which is necessary in order to accomplish local economic and community development The application was recommended for approval by the Distressed Counties/Rural Economic Development Public Facilities Advisory Committee for grant funding in the amount of$550,000 and a loan of$550,000 Resolution No 13-090 approved funding as recommended The LCPFD has a remaining balance of$366,667 on the 2013 loan, the LCPFD agrees to the amended repayment agreement as follows (1) $122,223 to be paid from Bond proceeds in 2019 and(2) four annual payments of$61,111 each beginning in 2021 through 2024 Approvals User Group Status Gatten, Cullen Prosecutor Pending Martin, Erik BOCC Pending Cover Letter To Amy Davis,Becky Butler,Larry Grove, Suzette Smith, Rodney Reynolds and Candace Haltom Todd Chaput todd @hotelservicesgroup.com Additional Copies Amy Davis,Becky Butler Larry Grove, Suzette Smith, Rodney Reynolds and Candace Hallom Todd Chaput,todd @hotelservicesgroup.com Matt Matayoshi,matt@lewisedc.com