WA Dept of Ecology WQC-2016-EverPW-00014 6/8/2016

State of Washington Department of Ecology Page 28 of 41 'Agreement No: WQC-2016-EverPW-00014 Project Title: Cleveland Ave.Sewer Replacement and Stormwater Separation Recipient Name: City of Everett-Public Works Department The RECIPIENT also agrees,by signing this agreement,to comply with State Prevailing Wages on Public Works, Chapter 39.12 RCW,as applicable. Compliance may include the determination whether the project involves"public work"and inclusion of the applicable prevailing wage rates in the bid specifications and contracts. The RECIPIENT agrees to maintain records sufficient to evidence compliance with Chapter 39.12 RCW,and make such records available for review upon request. M. Litigation;Authority:No litigation is now pending,or to the RECIPIENT's knowledge,threatened, seeking to restrain,or enjoin: (i)the execution of this agreement;or (ii)the fixing or collection of the revenues,rates,and charges or the formation of the ULID and the levy and collection of ULID Assessments therein pledged to pay the principal of and interest on the loan(for revenue secured lien obligations);or (iii)the levy and collection of the taxes pledged to pay the principal of and interest on the loan(for general obligation-secured loans and general obligation payable from special-assessment-secured loans);or (iv)in any manner questioning the proceedings and authority under which the agreement,the loan,or the project are authorized. Neither the corporate existence or boundaries of the RECIPIENT nor the title of its present officers to their respective offices is being contested. No authority or proceeding for the execution of this agreement has been repealed,revoked,or rescinded. N.Representations and Warranties: The RECIPIENT represents and warrants to ECOLOGY as follows: Application: Material Information. All information and materials submitted by the RECIPIENT to ECOLOGY in connection with its loan application were,when made,and are,as of the date the RECIPIENT signs this agreement, true and correct. There is no material adverse information relating to the RECIPIENT,the project,the loan,or this agreement known to the RECIPIENT which has not been disclosed in writing to ECOLOGY. Existence Authority. It is a duly formed and legally existing municipal corporation or political subdivision of the state of Washington or a federally recognized Indian Tribe. It has full corporate power and authority to execute,deliver, and perform all of its obligations under this agreement and to undertake the project identified herein. Certification. Each payment request shall constitute a certification by the RECIPIENT to the effect that all representations and warranties made in this loan agreement remain true as of the date of the request and that no adverse developments,affecting the financial condition of the RECIPIENT or its ability to complete the project or to repay the principal of or interest on the loan,have occurred since the date of this loan agreement. Any changes in the RECIPIENT's financial condition shall be disclosed in writing to ECOLOGY by the RECIPIENT in its request for payment. O. Sale or Disposition of Utility: The RECIPIENT shall not sell,transfer,or otherwise dispose of any of the works, plant,properties,facilities,or other part of the Utility or any real or personal property comprising a part of the Utility unless: 1. The facilities or property transferred are not material to the operation of the Utility,or have become unserviceable,inadequate,obsolete,or unfit to be used in the operation of the Utility or are no longer necessary, Version 10/30/2015