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Home My WebLink About5.774 Original Contract 5.77</ Loan Agreement Olympic Community Action Programs This Loan Agreement ("Agreement") is made as of the -.dL1.~_ day of March, 2006 between the City of Port Angeles (the "City") and OlympIc Community Action Programs (hereinafter referred to as "OlyCAP"), a non-profit corporation. AGREEMENT IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN, OLYCAP AND THE CITY AGREE AS FOLLOWS: FUNDS The City holds certam CDBG funds granted to the City for the purpose of providing loans to pnvate individuals for limited housing rehabilitation projects, the pay-off of whIch loans has accrued to the City and is held for reuse in accordance with federal CDBG regulations; and, OlyCAP proposes to borrow $30,000 of those funds to be used for a dental clinic to serve low income people in the CIty of Port Angeles. This Agreement has been authorized and approved by the City CounCIl of the City of Port Angeles, following a public hearing conducted in meeting in open session and pursuant to public notIce, on the 7tl. and 21st day of March, 2006; LOAN The City agrees to lend to OlyCap, and OlyCap agrees to borrow from the City, $30,000 of the funds identIfied above, all pursuant to the terms of this Agreement. TERMS OlyCap, as borrower, agrees to repay the City, as lender, the full amount of the loan not later than five (5) years from the date of the accompanying Promissory Note. One year after the executIon of this loan, OlyCap agrees that interest shall accrue at the rate of three percent (3%) per annum on the unpaid balance of the loan. SECURITY As security for borrowing said $30,000.00, OlyCAP shall make, execute and deliver to the City a Promissory Note in the form and substance satisfactory to the City in full amount of the Loan. LOAN PROCEEDS Upon execution of the Note in favor of the City and the sal1sfaction of any other conditions precedent applicable to loan disbursement, the loan proceeds will be disbursed in full to OlyCAP. CANCELLATION OF COMMITMENT; ACCELERATION (1) The entire principal of the Note shall become due and payable, at the option ofthe City, upon the OlyCAP's breach of, or failure to comply with, any covenant, agreement, term or condition contained in this Agreement or upon the occurrence of the following: (1) Failure to pay when due any sum owing hereunder, under OlyCAP's Promissory Note. LIMIT OF LIABILITY The only liability and obligation of the City arising pursuant to this Loan Agreement is to advance $30,000 loan proceeds payment pursuant to this Agreement, and no creditor or other person or entity of whatever nature shall have any recourse to the assets, credits, or services of the City by reason of this Agreement SUCCESSORS AND ASSIGNS The terms of this Agreement shall be binding upon the parties hereto, their respective successors and assigns; it being agreed, however that the OlyCAP shall not assign or transfer any of its rights, duties, benefits, obligations, liabilities or responsibilities under this Agreement without the express written consent of the City. RECORDS OlyCAP agrees to maintain such records and follow such procedures as may be required under the State's CDBG Program and any such procedures as the City or CTED may prescribe. At a minimum, such records will include information pertaining to the Agreement, obligations and unobligated balances, assets and liabilIties, outlays, equal opportunity labor standards (as appropriate), and performance. OlyCAP shall retain all such records and all other records pertinent to this Agreement and work undertaken under this Agreement for a period of three (3) years from and after repayment ofthe loan unless a longer period is reqUIred to resolve audit findings or litigation. In such cases, the City shall request a longer period of record retention. The City, CTED, and duly-authorized officials ofthe state and federal government shall have full access and the right to examine, excerpt or transcribe any pertinent documents, papers, records, and books ofOlyCAP involving transactions related to the Scope of Work and this Agreement. 2 COMPLIANCE WITH LOCAL LAWS OlyCAP shall comply with all applicable laws, ordinances, and codes of the federal, state and local governments. HOLD HARMLESS OlyCAP shall defend, indemnify, and hold the City harmless from and against any claim, liability or loss arising from this agreement or from any act or failure to act by OlyCAP in connection with the construction or operation of the dental clinic. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 Under Title VI of the CIVil Rights Act of 1964, no person shall, on the grounds of race, color, creed, religion, sex, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance. INTEREST OF OFFICERS AND EMPLOYEES No member of the governing body of the City or ofOlyCAP, and no officer, employee, or agent of the City or ofOlyCAP who exercises any control or discretion in connectIOn with the planning or carrying out ofthe project, shall have any personal financial interest, direct or indirect, in the project or in this Agreement; and OlyCAP shall also take appropriate steps to assure compliance with the obligations of this paragraph. APPLICABLE LAW AND VENUE This Agreement shall be governed by the laws of the State of Washington. Venue for any action hereunder shall be in Clallam County, Washington. IN WITNESS WHEREOF, the City and OlyCAP have executed this Loan Agreement as of the date and year last written below. OLYMPIC COMMUNITY ACTION PROGRAMS Title: ~f!2h..!. Date: ~ ~--A. ~'71 ~()()(p By: I. ~dc~ . Title: ~~lc.c.i.{~ h \A'c.c...~,"" Date: J /Zti./ {)'f I 3 APRO~E9cASTOFO~~ BY:V~~ Title: (!./~/y !41-f I Date: 3. 77 ~ t/6 G \Legal_Backup\AG REEMENTS&CO NTRACTS\2006 Agmts&Contracts\OlyCapAgreement 0301 06.doc 4 . PROMISSORY NOTE Olympic Community Action Program Amount: $30,000.00 Interest: Date: ~(7.R ~0 ~O()t.p FOR VALUE RECEIVED, The Olympic Community Action Program (OlyCAP), (herein called the OLYCAP) promises to pay to the order of THE CITY OF PORT ANGELES (herein called the LENDER), the sum of thirty thousand ($30,000). Interest shall acme at the rate of three percent (3%) per annum on the unpaid balance of the loan commencing one year after execution of this note. Principal on this Note IS payable in lawful money of the United States and the principal office of the City of Port Angeles, Washington, or at such other place as shall be designated by the LENDER in writing. On or before five (5) years from the date of this Promissory Note, the OlyCAP shall pay to the Lender 100% of the balance of the Loan: The OlyCAP reserves the right to prepay at any time all or any part of the principal and interest amount due under this Note without payment of penalties or premiums. All payments received on amounts due under this note shall be applied to the principal and interest due on the Note. If the interest on, and principal due on, this Note are not paid in full not later than five (5) years from the date of the Loan Agreement, the OlyCAP shall pay to the Lender a default interest rate of 1/2% per month on the amount past due and remaining unpaid, per calendar month, or fractIon thereof. If SUIt is instituted by the Lender to recover on this Note, or any portion thereof, OlyCAP agrees to pay all costs of such collection, including reasonable attorney's fees and court costs, and the OlyCAP further agrees that venue and jurisdIctIon may be in Clallam County, Washington, at the Lender's option. If this Note is reduced to judgment, such judgment shall bear the statutory interest rate on judgments. Demand, protest and notice of demand and protest are hereby waived, and the underSIgned hereby waives, to the extent authorized by law, any and all homestead and other exemption rights, which would otherwise apply to the debt evidenced by this Note. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned as of its date. c;!JYPORT AN S ~-----------~--~-- Title: ~ - ----------------- Date: ~1/~ OLYMPIC COMMUNITY ACTION PROGRAMS __ By:_____L_~~~-------------- Title:__~l(~S_~_~l~~~~~_________ Dare:______~lSlo~--_---- 5