HomeMy WebLinkAbout9049 Docusign Envelope ID: E22BFFD2-DA66-435D-AFCA-7BF4481A3FB5
CONTRACT FACE SHEET
Contract Number: PC18-96103-005
Amendment: C
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
1. Contractor 2. Contractor Doing Business As (optional)
City of Bremerton N/A
345 6th St, STE 100
Bremerton,WA 98337
3. Contractor Representative 4. Public Works Board Representative
Dave Dinkuhn Max Wedding
5. Contract Amount 6. Amendment Amount 7. New Contract Amount
$3,881,330.00 $500,000.00 $4,381,330.00
8. Amendment Funding Source 9. Amendment Start Date 10. Contract End Date
Federal: ❑ State: Cl Other: ❑ N/A: ❑ Amendment Execution Date June 1, 2038
11. Federal Funds (as applicable) Federal Agency CFDA Number
N/A N/A N/A
12. Tax ID # 13. SWV# 14. UBI # 15. UEI
N/A 0000221-00 181-002-539 N/A
16. Amendment Purpose
The purpose of this amendment is to modify the amount of the Contract.
The Board, defined as the Washington State Public Works Board and Borrower/Contractor acknowledge and
accept the terms of this Agreement/Contract As Amended and have executed this Agreement/Contract
Amendment on the date below to start as of the date and year referenced above. The rights and obligations of
both parties to this Agreement/Contract As Amended are governed by this Agreement/Contract Amendment
and the following other documents incorporated by reference: Amendment Terms and Conditions. A copy of
this Agreement/Contract Amendment shall be attached to and made a part of the original Agreement/Contract
between the Board and the Borrower/Contractor. Any reference in the original Agreement/Contract to the
"Agreement" or the "Contract"shall mean the "Agreement As Amended" or"Contract As Amended,"
respectively.
FOR THE CONTRACTOR FOR PUBLIC WORKS BOARD
Signed by: (-Signed by:
20L.,pfS
B F�4�09�5EaE 4�B... (2 bu 2613( 42e...
Signature Kathryn ,,. araow, Public Works Board Chair
Greg wheeler 9/16/2024 I 9:14 AM PDT
Print Name Date
Mayor
Title APPROVED AS TO FORM ONLY
9/13/2024
This 18th Day of December, 2008
Date Rob McKenna
Attorney General
Signature on File
Dawn C. Cortez
Assistant Attorney General
Docusign Envelope ID: E22BFFD2-DA66-435D-AFCA-7BF448IA3FB5
DECLARATIONS
CLIENT INFORMATION
Legal Name: City of Bremerton
Loan Number: PC18-96103-005
Amendment: C
PROJECT INFORMATION
Project Title Pine Basin Watershed Storm Sewer Improvements
Project City: Bremerton
Project State: Washington
Project Zip Code: 98337
LOAN INFORMATION
New Loan Amount: $4,381,330.00
Prior Loan Amount: $3,881,330.00
Total Estimated Cost and Funding: $4,381,330.00
Loan Forgiveness % (if applicable): 0%
Loan Term: 20 Years
Interest Rate: 1.66%
Payment Month: June 1s'
Loan Reimbursement Start Date: September 1, 2016
Time of Performance 60 months from Execution Date of this Contract to Project
Completion.
SPECIAL TERMS AND CONDITIONS GOVERNING THIS LOAN AGREEMENT
N/A
LOAN SECURITY CONDITION GOVERNING THIS LOAN AGREEMENT
This loan is a revenue obligation of the LOCAL GOVERNMENT payable solely from the net revenue of the
Stormwater/Sanitary Sewer system. Payments shall be made from the net revenue of the utility after the payment of the
principal and interest on any revenue bonds, notes, warrants or other obligations of the utility having a lien on that net
revenue. As used here, "net revenue" means gross revenue minus expenses of maintenance and operations. The BOARD
grants the LOCAL GOVERNMENT the right to issue future bonds and notes that constitute a lien and charge on net
revenue superior to the lien and charge of this loan agreement.
SCOPE OF WORK
Replace existing Pine Road Basin Outfall and install new storm sewer facilities to increase capacity and eliminate
residential flooding in the Eagle Avenue Sub-basin.
The project costs may include but are not limited to engineering, cultural and historical resources, environmental
documentation, review, permits, public involvement, easements, bid documents and construction. The project needs to
meet all applicable Local, State, and/or Federal standards.
2
Docusign Envelope ID: E22BFFD2-DA66-435D-AFCA-7BF4481A3FB5
AMENDMENT TERMS AND CONDITIONS
Washington State Department of Commerce
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
Contractor/Borrower: City of Bremerton
Contract Number: PC18-96103-005
Amendment Number: C
The purpose of this amendment is to increase the funding of the above referenced Public Works Board Program.
The Public Works Board (or its successors), a department of the State of Washington, (hereafter referred to as
the "Board") and the Contractor, listed above and on the attached Face Sheet, agree to amend the declared loan
as described.
3
DocuSign
Certificate Of Completion
Envelope Id: E22BFFD2DA66435DAFCA7BF4481A3FB5 Status:Completed
Subject:Complete with Docusign:240913Partial_PC18-96103-005_AmdC_BidSetAside.pdf
Division:
Local Government
Program: Public Works Board
Co ntractN u m be r: PC 18-96103-005
DocumentType:
Contract Amendment
Source Envelope:
Document Pages:3 Signatures: 1 Envelope Originator:
Certificate Pages:5 Initials:0 Max Wedding
AutoNav: Enabled 1011 Plum Street SE
Envelopeld Stamping: Enabled MS 42525
Time Zone:(UTC-08:00)Pacific Time(US&Canada) Olympia,WA 98504-2525
max.wedding@commerce.wa.gov
IP Address: 147.55.149.215
Record Tracking
Status:Original Holder: Max Wedding Location: DocuSign
9/16/2024 8:51:38 AM max.wedding@commerce.wa.gov
Security Appliance Status:Connected Pool:StateLocal
Storage Appliance Status:Connected Pool:Washington State Department of Commerce Location: DocuSign
Signer Events Signature Timestamp
Kathryn Gardow (-Signed by: Sent:9/16/2024 8:54:24 AM
pwbgardowk@gmail.com XOL fS Viewed:9/16/2024 9:14:07 AM
9ardowk @9
-7245°4o26B7°42E
PWB Chair ... Signed:9/16/2024 9:14:40 AM
Security Level: Email,Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address:66.235.72.163
Electronic Record and Signature Disclosure:
Accepted:9/16/2024 9:14:07 AM
ID:f5d5edeb-d722-42d7-bf49-788b7ee0288c
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
David Dinkuhn Sent:9/16/2024 9:14:41 AM
David.Dinkuhn@ci.bremerton.wa.us COPIED
Security Level: Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Tirnestamp 4
Melinda Monroe Sent:9/16/2024 COPIED Mevied:9/1 6/20241 RM
m el inda.m 9:15:11 AM
mroe@c.brem erion.v�e.us
Security Level:Email,Accout Authentication
(None)
Electronic Record and Signature Disclosure
Accepted:11/9/2023 9:53:43 AM
ID:4ao437ebd3o4-42fd9ed09a1431 a17e0e
Witness Events Signature Tim estarnp
Notary Events Signature Tim estarnp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/1 6/2024 8:54:24 AM
Certified Delivered Security Checked 9/1 6/2024 9:14:07 AM
Signing Complete Security Checked 9/1 6/2024 9:14:40 AM
Completed Security Checked 9/1 6/2024 9:14:42 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on:8/11/2020 4:44:12 PM
Parties agreed to: Kathryn Gardow, Melinda Monroe
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AGENDA BILL
CITY OF BREMERTON 7 F
CITY COUNCIL
SUBJECT: Public Works Trust Fund Loan Study Session Date: July 11, 2018
Funding Agreement for the Pine Road Basin COUNCIL MEETING Date: July 18, 2018
Watershed Storm Sewer Improvements Department: PW& Utilities
Project Presenter: Katie Ketterer
Phone: (360)473-5334
SUMMARY: The Public Works Trust Fund Loan will be used for the Pine Road Basin Watershed
Storm Sewer Improvements project. The funds will be managed and distributed by the State
Department of Commerce. The Pine Road Basin project will include new storm sewer facilities to
increase capacity and eliminate residential flooding in the Eagle Avenue Sub-basin, upgrade
downstream facilities as necessary, and replace a failing stormwater outfall on the beach at Lebo
Boulevard and Sheridan Road.
ATTACHMENTS: 1. Loan Funding Agreement
2. Vicinity Maps
FISCAL IMPACTS (Include Budgeted Amount): The project is funded by a Public Works Trust
Fund Loan in the amount of$3,881,330. The loan term is 20 years with an interest rate of 1.66%
and will be paid with stormwater utility funds.
STUDY SESSION AGENDA: ® Limited Presentation ❑ Full Presentation
STUDY SESSION ACTION: ❑ Consent Agenda el General Business ❑ Public Hearing
RECOMMENDED MOTION:
Move to authorize the Public Works Trust Fund Loan for the Pine Road Watershed Storm Sewer
Improvements Project; and authorize the Mayor to finalize and execute the funding agreement with
Commerce with substantially the same terms and conditions as presented.
COUNCIL ACTION: NcApprove ❑ Deny ❑ Table ❑ Continue ❑ No Action
Form Updated 01/02/2018
CONTRACT FACE SHEET
Contract Number: PC18-96103-005
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
1. Contractor 2. Contractor
City of Bremerton N/A
345 6th St, STE 100
Bremerton, WA 98337
N/A
N/A
5, Contract Amount
6, Funding Source
7. Contract Start
8. Contract End
Date
Date
$3,881,330.00
Federal: ❑ State: Q Other: ❑
Contract Execution
June 1, 2038
N/A: ❑
Date
9. Federal Funds (as applicable) Federal Agency
CFDA Number
N/A
N/A
N/A
10. Tax ID #
11, SWV #
12. UBI #
13, DUNS
#
N/A
SWV0000221-00
181-002-539
14. Contract Purpose
Fund a project of a local government for the planning, acquisition, construction, repair, reconstruction,
replacement, rehabilitation, or improvement of streets, roads, bridges, drinking water systems, stormwater
systems, sanitary sewage systems, or solid waste facilities, including recycling facilities.
The Boartl, tlefinetl as the Washington State Public Works Boartl antl Contractor acknowledge and accept t
terms of this Contract and attachments and have executed this Contract on the date below to start as of the
date and year last written below. The rights and obligations of both parties to this Contract are governed by
this Contract and the following other documents incorporated by reference: Contract Terms and Conditions
including Declarations Page; and Attachment I: Attorney's Certification.
Signatur
%��se�r
Print a
Title T " o�(
At&�, on,�.ot$
Date.
/1I A2�
Scott Hutsell, Public Works Board Chair
9
Date
APPROVED AS TO FORM ONLY
Mav 02, 2018
Signature on file
Sandra Adix
Assistant Attorney General
DECLARATIONS
CLIENT INFORMATION
Legal Name: City of Bremerton
Loan Number: PC18-96103-005
PROJECT INFORMATION
Project Title: Pine Basin Watershed Storm Sewer Improvements
Project City: Bremerton
Project State: Washington
Project Zip Code: 98337
LOAN INFORMATION
Loan Amount: $3,881,330.00
Total Estimated Cost: $3,8815330400
Total Estimated Funding: $39881,330.00
Loan Term: 20
Interest Rate: 1,66%
Payment Month: June 16'
Loan Reimbursement Start Date: September 1, 2016
Time of Performance 60 months from Execution Date of this Contract to Project
Completion.
SPECIAL TERMS AND CONDITIONS GOVERNING THIS LOAN AGREEMENT
N/A
LOAN SECURITY CONDITION GOVERNING THIS LOAN AGREEMENT
This loan is a revenue obligation of the LOCAL GOVERNMENT payable solely from the net revenue of the
Stormwater/Sanitary Sewer system. Payments shall be made from the net revenue of the utility after the
payment of the principal and interest on any revenue bonds, notes, warrants or other obligations of the utility
having a lien on that net revenue. As used here, "net revenue' means gross revenue minus expenses of
maintenance and operations. The BOARD grants the LOCAL GOVERNMENT the right to issue future bonds
and notes that constitute a lien and charge on net revenue superior to the lien and charge of this loan
agreement.
SCOPE OF WORK
Replace existing Pine Road
Basin
Outfall
and install new storm sewer facilities to increase capacity and
eliminate residential flooding
in the
Eagle
Avenue Sub -basin.
The project costs may include but are not limited to engineering, cultural and historical resources,
environmental documentation, review, permits, public involvement, easements, bid documents and
construction. The project needs to meet all applicable Local, State, and/or Federal standards.
TABLE OF CONTENTS
CONTRACT TERMS AND CONDITIONS................................................................................. 1
Part 1. SPECIAL TERMS AND CONDITIONS.....
..1
1.1
Definitions.............................................................................................................................1
1.2
Authority................................................................................................................................1
1.3
Purpose.....................................................................................................a...........................1
1.4
Order of Precedence ................................................... ...... ....................... a ..... a ...............
...... 1
1.5
5- year deferral for start-up systems..................................................................................2
1.6
Competitive Bidding Requirements .........................:.:.. ......... ......................... a ...... a ...........
2
1.7
Default in Repayment..... 0 0 a a I a 4 0 4 a 4 4 a 4 1 1 1 4 1 a 1 4 a I a I I I a a 4 1 1 a I I I I a I a I I I I I I I I I I I I I I I I I I I I I I I I I I I I I . . . . . . . . . . . . . . . 4 N a . a a a
a a a a a 2 1 a , , 2
1.8
Investment Grade Audit, 1 1 4 a 4 a I I I I I I I a 4 0 0 4 N 0 0 0 0 a a a 0 a a , 0 a 9 4 a 0 a a , , a , , a 4 4 , , a , , w . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . 2
1.9
Sub -Contractor Data Collection....,.,...,. I'm 1141114mm I 'I'm same, ............ w a 0 a a I a a a a * 0 a a a a A a ...........
2
1.10
Eligible Project Costs ..................... seems .... .................................:...... avow ... a .............................
2
1.11
Historical and Cultural Resources.................................................:...........sea Now ...................3
1.12
Performance Incentives, I I a I a I I I I I a I I K I a I a a I a I a a 4 111 111 a a a a a t a 0 0 4 4 0 ........... New .....................
3
1.13
Project Completion Amendment and Certified Project Completion Report..... ....
mass ...... 4
1.14
Project Signs ... ....................................................:.:.:......................:................... ..................4
1.15
Rate and Term of Loan......................................................me* .................................m.......
a ...... 5
1.16
Recapture .. ........ ......:...:. heated .......... sea .....................................................................................6
1.17
Reimbursement Procedures and Payment...........................................................a............5
1.18
Repayment............................................................................................................................6
1.19
Reports................................................................................................................a.................7
1.20
Termination for Cause.........................................................................................................7
1.21
Termination for Convenience,. ... ... emoted* ... ..................
7
1.22
Time of Performance..,...,..",,. I I I I I I I I I I I I d I I I &am a Sam &mass a I I I I I I I I I I I . . . . 6 a . . . . . 0, *04 amasses
sesames M,7
1.23
Contract Suspension.............................................................................................a.............8
1.24
Special Conditions...............................................................................................................8
1.25
Loan Security.. same's ENE mammas so mass 111411dowt,11 thus Ed on *0 seems as . . . a . . . a . . . . . a . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . 8
Part 2. GENERAL TERMS AND CONDITIONS...................................................................... 9
2.1
2.2
2.3
2AAMENDMENTS
2.5
DEFINITIONS..........................................................................................................................9
Allowable Costs.....................................................................................................................9
ALL WRITINGS CONTAINED HEREIN.........................................................................a.......9
.............................................................................................a.........................9
AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also
referred to as the "ADA" 28 CFR Part 35.....................................................................................9
2.6 APPROVAL........,.. I'm Female's ....... all ... 1111111IM111119
2.7 ASSIGNMENT......................................................................................................................10
2.8 ATTORNEYS' FEES......................................................................................a.....................
2.9 AUDIT...................................................................................................................................10
2.10 CODE REQUIREMENTS....................................................................................................
2.11 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION .............................................
2.12 CONFORMANCE................................................................................................................11
2.13 COPYRIGHT PROVISIONS................................................................................................
2.14 DISALLOWED COSTS...................................................................................................a...
2.15 DISPUTES., ad, 'Flamm I'm,,, I 'I'm 'MOWN* Foos most IV,,, 11*4 *04 4 A 0 a A 0 A a a a a a , a . . . . . . . a . . . . . . . . . . . . . . . . .
2.16 DUPLICATE PAYMENT.....................................................................................................
2.17 ETHICS/CONFLICTS OF INTEREST,',,, 'I'm ............... .... seems ..... a ......
2.18 GOVERNING LAW AND VENUE.......................................................................................
2.19 INDEMNIFICATION............................................................................................................
2,20 INDEPENDENT CAPACITY OF THE CONTRACTOR......................................................
10
11
11
11
12
. . 12
12
12
13
13
13
2.21
INDUSTRIAL INSURANCE COVERAGE...........................................................................
13
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.30
LAWS..................................................................................................................................
LICENSING, ACCREDITATION AND REGISTRATION.',,,',,,",",.....................................
LIMITATION OF AUTHORITY. I I I I 114 111 f 10 4 0 4 4 a 0 a 4 a a q a swum .......................................... *04,4t"4 ...........
Local Public Transportation Coordination.....................................................................
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ...............................................
PAY EQUITY.... 4 1 0 4 0 1 1 1 q I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I 1 4 0 1 1 4 1 1 1 1 1 1 1 1 1 1 w I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I 1
POLITICAL ACTIVITIES.....................................................................................................
PREVAILING WAGE LAW.................................................................................................
PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION ..............................
13
14
14
14
14
14
15
15
15
2.31
2.32
2.33
2.34
2.35
2.36
2.37
2.38
2.39
2.40
2.41
2.42
2.43
2.44
PUBLICITY..........................................................................................................................15
RECAPTURE......................................................................................................................15
RECORDS MAINTENANCE ......... .......................................4..........................
REGISTRATION WITH DEPARTMENT OF REVENUE. 14 4 9 1 a 0 d * I I I I I P as posevowe I ",ad mammm
RIGHT OF INSPECTION..............:..:............:.....owed ..::.:............... Role ............................... saw .
SAVINGS ..... ....................... .......................................:.......................................New ..............
SEVERABILITY......................................................:.........................................4................16
SUBCONTRACTING .........................:.......... .i.................!...................... ....... ...... ..............
SURVIVAL ....... ..........................................
TAXIES........,,',, ",',&Room momommomom . . . . . . . A . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
TERMINATION FOR CAUSE / SUSPENSION..... ............... ......................
TERMINATION FOR CONVENIENCE ..................................
TERMINATION PROCEDURES.......,. . . . . . . K . . .............................
WAIVER... .... ......... ..... :........ .......... ......... ::..::... ------- -------
16
16
16
16
16
17
1 7
17
17
17
18
Part 3. ATTACHMENT L• ATTORNEY'S CERTIFICATION.:.........:..............::...................... 18
�► 11 :_APA oil ill II► I WALUMUMMIlli
PUBLIC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
Part 1. SPECIAL TERMS AND CONDITIONS
1.1 Definitions
As used throughout this Construction Loan Contract the following terms shall have the meaning set forth
below:
A. "Contract" shall mean this Construction Loan Contract.
B. "Contractor" shall mean the local government identified on the Contract Face Sheet performing
service(s) under this Contract and who is a Party to the Contract, and shall include all employees and
agents of the Contractor.
C. "The Board" shall
mean the Washington
State
Public
Works Board created in Revised Code of
Washington (RCW)
43.155.030, and who is
a Party
to the
Contract.
D. "Declarations "and "Declared" shall refer to the project information, loan terms and conditions as stated
on the Declarations Page of this Loan Contract, displayed within the contract in THIS STYLE for easier
identification.
1.2 Authority
Acting under the authority of Chapter 43.155 RCW, the Board has awarded the Contractor a Public Works
Board construction loan for an approved public works project.
1.3 Purpose
The Board and the Contractor have entered into this Contract to undertake a local public works project that
furthers the goals and objectives of the Washington State Public Works Program. The project will be
undertaken by the Contractor and will include the activities described in the SCOPE OF WORK shown on
the Declarations page. The project must be undertaken in accordance with the loan terms and conditions,
and all applicable federal, state and local laws and ordinances, which by this reference are incorporated into
this Contract as though set forth fully herein.
1A Order of Precedence
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
A. Applicable federal and state of Washington statutes and regulations.
B. Special Terms and Conditions including attachments.
C. General Terms and Conditions.
1.5 5m year deferral for start-up systems
If the project financed by this contract is tp develop a system to deliver previously unavailable services, and
revenue from those services is to repay the loan, the new system is eligible for a deferral of loan payments
for sixty (60) months after the Contract execution date. The Contractor may provide a written request to the
Board requesting a 5-year deferral for an eligible system. The Board may approve the deferral request.
Interest accrues far the aforementioned sixty (60) months. The accrued interest only payment is due June
1 of the 6th year of the loan term. Interest and principal payments are due on June 1 of the 7th year of the
loan term.
1.6 Competitive Bidding Requirements
The Contractor shall comply with the provisions of RCW 43.155.060 regarding competitive bidding
requirements for projects assisted in whole or in part with money from the Public Works Program.
1.7 Default in Repayment
Loan repayments shall be made on the loan in accordance with Section 1.18 of this Contract. A payment
not received within thirty (30) days of the due date shall be 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. The same penalty terms shall apply at project completion if the repayment of loan funds
in excess of eligible costs are not repaid at the time of the Project Completion Amendment is submitted, as
provided for in Section 1.13.
The Contractor acknowledges and agrees to the Board's right, upon delinquency in the payment of any
annual installment, to notify any other entity, creditors, or potential creditors of the Contractor of such
delinquency.
The Contractor shall be responsible for all legal fees incurred by the Board in any action undertaken to
enforce its rights under this section.
1.8 Investment Grade Audit
For projects involving repair, replacement, or improvement of a wastewater treatment plant, or other public
works facility for which an investment grade audit is obtainable, Contractor must undertake an investment
grade audit.
Costs incurred as part of the investment grade audit are eligible project costs:
1.9 Sub -Contractor Data Collection
Contractor will submit reports, in a form and format to be provided by Commerce and at intervals as agreed
by the parties, regarding work under this Contract performed by sub -contractors and the portion of the
Contract funds expended for work performed by sub -contractors, including but not necessarily limited to
minority -owned, women -owned, and veteran -owned business sub -contractors. "Sub -Contractors' shall
mean sub -contractors of any tier.
1.10 Eligible Proiect Costs
The Eligible
project
costs must consist
of
expenditures eligible under
Washington Administrative Code
(WAC) 399-30-030
and be related only
to
project
activities described
in declared SCOPE OF WORK.
Eligible costs for reimbursement shall be construed to mean expenditures incurred and paid, or incurred
and payable within thirty (30) days of the reimbursement request. Only costs that have been incurred on or
after LOAN REIMBURSEMENT START DATE shown in the Declarations are eligible for reimbursement
under this Contract. Eligible costs will be paid according to an approved budget up to the maximum amount
stated on the Contract Award or Amendment Face Sheet.
The Contractor assures compliance with WAC 399-30-030, which identifies eligible costs for projects
assisted with Public Works Board loans.
These terms supersede the terms in Section 2.2. Allowable Costs.
1.11 Historical and Cultural Resources
Prior to commencing construction, Contractor shall complete the requirements of Governor's Executive
Order 05-05, or, as an alternative to completion of Governor's Executive Order 05-05, Contractor shall
complete Section 106 of the National Historic Preservation Act, as applicable. Contractor agrees that the
Contractor is legally and financially responsible for compliance with all laws, regulations, and agreements
related to the preservation of historical or cultural resources and agrees to hold harmless the Board and the
State of Washington in relation to any claim related to such historical or cultural resources discovered,
disturbed, or damaged as a result of the project funded by this Contract.
In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor's
Executive Order 05-05, coordinate with the Washington State Department of Archaeology and Historic
Preservation (DAHP), including any recommended consultation with any affected tribe(s), during project
design and prior to construction to determine the existence of any tribal cultural resources affected by the
proposed project funded by this Contract. Contractor agrees to avoid, minimize, or mitigate impacts to
cultural resource as a continuing pre -requisite to receipt of funds under this Contract.
The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural
monitoring plan or other memorandum of agreement, if historical or cultural resources are discovered during
construction, the Contractor shall immediately stop work and notify the local historical preservation officer
and the state's historic preservation officer at DAHP. If human remains are uncovered, the Contractor shall
report the presence and location of the remains to the coroner and local enforcement immediately, then
contact DAHP and the concerned tribe's cultural staff or committee.
The Contractor shall require this provision to be contained in all sub -contracts for work or services related to
the declared SCOPE OF WORK.
In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44.040
regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW
68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and, WAC 25-48 regarding
Archaeological Excavation and Removal Permits.
Completion of the Section 106 of the National Historic Preservation Act shall substitute for completion of
Governor's Executive Order 05-05.
In the event that the Contractor finds it necessary to amend SCOPE OF WORK, the Contractor may be
required to re -comply with Governor's Executive Order 05-05 or Section 106 of the National Historic
Preservation Act.
1.12 Performance Incentives
The Contractor
shall complete
the project
no later than sixty
(60) months after the date of contract
execution.
Should the Contractor complete the project within forty-eight (48) months of the date of contract execution,
the Contractor may choose one of the two following incentives upon project completion:
Option A: The repayment period will be increased by twenty-four (24) months, not to exceed the life
of the asset, OR:
Option B: The interest rate will be decreased by one -quarter of one percent (0.25 %).
Should the Contractor complete the project within thirty-six (36) months of the date of contract execution,
the Contractor may choose one of the following two incentives upon project completion:
Option C: The repayment period will be increased by sixty (60) months, not to exceed the life of the
asset, OR;
Option D: The interest rate will be decreased by up to one-half of one percent (0.50%).
Once an option is selected, the Contract shall be modified to note the appropriate change and no further
adjustment to the Contract for Performance Incentives shall be authorized. Irrespective of the performance
incentive chosen, at no point in time shall the minimum loan interest rate be less than 0.25%.
The calculation of interest rate and term adjustments will apply to the remaining payments beginning from
the date the Project Completion report is certified.
1.13 Project Completion Amendment and Certified Project Completion Report
The Contractor shall complete a Certified Project Completion Report when all activities identified in the
SCOPE OF WORK are complete. The Board will supply the Contractor with the Certified Project Completion
Report form, which shall include:
A. A certified statement that the project, as described in the declared SCOPE OF WORK, is complete and,
if applicable, meets required standards.
B. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the
project as described in the SCOPE OF WORK
C. Certification that all costs associated with the project have been incurred and have been accounted for.
Costs are incurred when goods and services are received and/or contract work is performed.
D. A final voucher for the remaining eligible funds.
E. Pictures of Completed Project.
The Contractor will submit the Certified Project Completion Report together with the last Invoice Voucher for
a sum not to exceed the balance of the loan amount. The final Invoice Voucher payment shall not occur
prior to the completion of all project activities identified in the SCOPE OF WORK and the Board's receipt
and acceptance of the Certified Project Completion Report.
The Project Completion Amendment shall serve as an amendment to this Contract determining the final
loan amount, local share, term, and interest rate.
1.14 Project Signs
If the Contractor displays, during the period covered by this Contract, signs or markers identifying those
agencies participating financially in the approved project, the sign or marker must identify the Washington
State Public Works Board as a participant in the project.
1.16 Rate and Term of Loan
The Board shall loan the Contractor a sum not to exceed the LOAN AMOUNT shown on the Contract Face
Sheet and declared on the Contract Declarations Page. The interest rate shall be the declared INTEREST
RATE per annum on the outstanding principal balance. The length of the loan shall not exceed the declared
LOAN TERM in years, with the final payment due by the CONTRACT END DATE as shown on the Contract
Face Sheet.
1.16 Recapture
The right
of recapture under Section 2.32.
Recapture, shall
exist for a period not to exceed six (6) years
following
contract termination. In the event
that the Board is required to institute legal proceedings to
enforce the
recapture provision, the Board
shall be entitled
to its costs thereof, including attorney's fees.
1.17 Reimbursement Procedures and Pavment
If funding or appropriation is not available at the time the invoice is submitted, or when this contract is
executed, the issuance of warrants will be delayed or suspended until such time as funds or appropriation
become available. Therefore, subject to the availability of funds, warrants shall be issued to the Contractor
for reimbursement of allowable expenses incurred by the Contractor while undertaking and administering
approved project activities in accordance with the declared SCOPE OF WORK.
The Board shall reimburse the Contractor for eligible project expenditures up to the maximum loan amount
under this contract, as identified in Section 1.10. When requesting reimbursement for costs incurred, the
Contractor shall submit a signed and completed Invoice Voucher (Form All 9), referencing the SCOPE OF
WORK project activity performed, and any appropriate documentation such as bills, invoices, and receipts.
The Invoice Voucher must be certified by an official of the Contractor with authority to bind the Contractor.
Requests for reimbursements for costs related to construction activities will not be accepted until the
Contractor provides:
• Proof of compliance with Governor's Executive Order 05-05 or Section 106 of the National Historic
Preservation Act, as described in Section 1.11, and
• Signed Public Works Board Notice of Contract Award and Notice to Proceed, which follows the
formal award of a construction contract.
The Contractor shall submit all Invoice Vouchers and all required documentation to:
Public Works Board
Attn: (Program Specialist)
PO Box 42525
Olympia, WA 98504-2525
The Board will pay the Contractor upon acceptance of the work performed and receipt of properly
completed invoices. Invoices shall be submitted to the Board not more often than monthly.
Payment shall be considered
timely if made
by
the Board within thirty (30) calendar days after receipt of
properly completed invoices.
Payment shall
be
sent to the address designated by the Contractor.
The Board may, at its sole discretion, terminate the contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this contract.
No payments in advance
or in anticipation
of services or supplies to
be provided under this contract shall be
made by the Board.
Duplication
of Billed Costs. If the Contractor is entitled
to payment
or has been
or
will
be paid by another
source for an eligible project cost, then the Contractor
shall not be
reimbursed
by
the
Board for that cost.
Disallowed Costs.
The Contractor is responsible
for any audit exceptions
or disallowed costs incurred by its
own organization
or that of its subcontractors.
In no event shall the total Public Works loan exceed 100% of the eligible actual project costs. At the time of
project completion, the Contractor shall submit to the Board a Project Completion Amendment certifying the
total actual project costs and local share. The final Public Works loan disbursement shall bring the total
loan to the lesser of 100% of the eligible project costs or the total declared LOAN AMOUNT. The Project
Completion Amendment shall serve as an amendment to this Contract determining the final loan amount,
local share, and interest rate.
In the event that the final costs identified in the Project Completion Amendment indicate that the Contractor
has received Public Works Board monies in excess of 100.00% of eligible costs, all funds in excess of
100.00% shall be repaid to the Public Works Board by payment to the Department of Commerce, or its
successor, together with the submission of the Project Completion Amendment.
18 Repayment
Loan. repayment installments are due on the day and month identified under the term: PAYMENT MONTH
on the Declarations Page. Payments are due each year during the term of the loan beginning one year
from the date of contract execution: Interest only will be charged for this payment if a warrant is, issued prior
to this date:; All subsequent payments shall consist of principal and accrued interest due on the specified
PAYMENT MONTH date of each year during the remaining term of the loan:
Repayment of the loan under this Contract shall include the declared INTEREST RATE per annum based on
a three hundred and sixty (360) day year of twelve (12) thirty (30) day months. Interest will begin to accrue
from the date each warrant is issued to the Contractor. The final payment shall be on or before the
CONTRACT END DATE shown on the Declarations page, of an amount. sufficient to bring the loan balance
to zero.
In the event that the Board approves the Contractor's request for a deferral as outlined in Section 1.5, then
the first loan repayment is due sixty (60) months after contract execution. Interest accrues for the sixty (60)
months after contract execution. The accrued interest only will be charged for this payment if a warrant is
ssued prior to this date. Interest and principal payments are due on the declared PAYMENT MONTH date
of each year during the remaining term of the loan. The Contractor has the right to repay the unpaid
balance of the loan in full at any time or make accelerated payments without penalty.
The Contractor will repay the loan in accordance with the preceding conditions through the use of a check,
money order, or equivalent means made payable to the Washington State Department of Commerce, or its
successor.
1.19 Reports
The Contractor shall furnish the Board with:
A. Project Status Reports with each Invoice Voucher;
B. Project Quarterly Reports (if no funds have been reimbursed in the quarter) and/or Quarterly
Expenditures Report;
C. Certified Project Completion Report at project completion (as described in Section 1.13);
D. Pictures of various stages of the project, and
E. Other reports as the Board may require.
1.20 Termination for Cause
If the Contractor fails to comply with the terms of this Contract, or fails to use the loan proceeds only for
those activities identified in the SCOPE OF WORK, the Board may terminate the Contract in whole or in part
at any time. The Board shall notify the Contractor in writing of its determination to terminate, the reason for
such termination, and the effective date of the termination. Nothing in this section shall affect the
Contractor's obligation to repay the unpaid balance of the loan.
These terms supersede the terms in Section 2,41 Termination for Cause/Suspension.
1.21 Termination for Convenience
The Board may terminate this contract in the event that state funds are no longer available to the Board, or
are not appropriated for the purpose of meeting the Board's obligations under this contract. Termination will
be effective when the Board sends written notice of termination to the Contractor. Nothing in this section
shall affect the Contractor's obligation to repay the unpaid balance of the loan.
These terms supersede the terms in Section 2.42 Termination for Convenience.
1.22 Time of Performance
No later than sixty (60) months after the date of contract execution the Contractor must reach project
completion.
Failure to meet Time of Performance shall constitute default of this contract. In the event of extenuating
circumstances, the Contractor may request, in writing, that the Board extend the deadline for project
completion. The Board may extend the deadline.
The term of this contract shall be for the entire term of the loan, regardless of actual project completion,
unless terminated sooner as provided herein.
1,23 Contract Suspension
In the event that the Washington State Legislature fails to pass and the Governor does not authorize a
Capital Budget by June 30 of each biennium, the Washington State Constitution Article 8 and RCW
43.88.130 and RCW 43.88.290 prohibit expenditures or commitments of state funds in the absence of
appropriation.
In such event, all work will be suspended effective July 1. The Contractor shall immediately suspend work
and take all reasonable steps necessary to minimize the cost of performance directly attributable to such
suspension until the suspension is cancelled.
THE BOARD shall notify the Contractor immediately upon lifting of the contract suspension.
1.24 Special Conditions
If SPECIAL CONDITIONS are listed on the Contract Declarations Page then these conditions are herein
incorporated as part of the terms and requirements of this contract.
1.25 Loan Security
Loan Security payments shall be made as stated on the attached Declarations Page, and identified therein
as LOAN SECURITY.
Part 2. GENERAL TERMS AND CONDITIONS
2.1 DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representative" shall mean the Public Works Board Chair and/or the designee
authorized in writing to act on the Chair's behalf.
B. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
C. "BOARD" shall mean the Washington State Public Works Board created in Revised Code of
Washington (RCW) 43.155.030, and which is a Party to the Contract
D. "Personal Information" shall mean information identifiable to any person, including, but not limited
to, information that relates to a person's name, health, finances, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
E. "State" shall mean the state of Washington.
F. "Subcontractor" shall mean one not in the employment of the Contractor, who is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
"subcontractor" and "subcontractors" mean subcontractor(s) in any tier.
2.2 Allowable Costs
Costs allowable under this Contract are actual expenditures according to an approved budget up to the
maximum amount stated on the Contract Award or Amendment Face Sheet.
2.3 ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or otherwise, regarding the subject matter of this Contract shall be deemed to exist or to bind any of the
parties hereto.
2A AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
2.5 AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also referred to as
the "ADA" 28 CFR Part 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
individuals with disabilities in the areas of employment, public accommodations, state and local government
services, and telecommunications.
2.6 APPROVAL
This contract shall be subject to the written approval of the Board's Authorized Representative and shall not
be binding until so approved. The contract may be altered, amended, or waived only by a written
amendment executed by both parties.
2.7 ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of the Board.
2.8 ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, in the event of litigation or other action
brought to enforce Contract terms, each party agrees to bear its own attorney's fees and costs.
2.9 AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and
shall ensure that Subcontractors also maintain auditable records,
The Contractor is responsible for any audit exceptions incurred by its own organization or that of its
Subcontractors.
The Board reserves the right to recover from the Contractor all disallowed costs resulting from the audit.
Responses to any unresolved management findings and disallowed or questioned costs shall be
included with the audit report. The Contractor must respond to the Board's requests for information or
corrective action concerning audit issues within thirty (30) days of the date of request.
B. State Funds Requirements
In the event an audit is required, if the Contractor is a local government entity, the Office of the State
Auditor shall conduct the audit. Audits of non-profit organizations are to be conducted by a certified
public accountant selected by the Contractor.
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by the Board.
C. Documentation Requirements
The Contractor must send a copy of any required audit no later than nine (9) months after the end of the
Contractor's fiscal year(s) to:
Department of Commerce
ATTN: Audit Review and Resolution Office
PO Box 42525
Olympia WA 98504-2525 ;
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action plan for audit findings within three (3) months of the audit being received by the
Board.
• Copy of the Management Letter.
If the Contractor is required to obtain a Single Audit in accordance with 2 CFR Part 200, a copy must be
provided to Commerce; no other report is required.
10
2.10 CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and
federal building, mechanical, plumbing, fire, energy and barrier -free codes. Compliance with the Americans
with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building
Department.
2.11 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
1. All material provided to the Contractor by the Board that is designated as "confidential" by the Board;
2. All material produced by the Contractor that is designated as "confidential" by the Board; and
3. All personal information in the possession of the Contractor that may not be disclosed under state or
federal law. "Personal information" includes but is not limited to information related to a person's
name, health, finances, education, business, use of government services, addresses, telephone
numbers, social security number, driver's license number and other identifying numbers, and
"Protected Health Information" under the federal Health Insurance Portability and Accountability Act of
1996 (HIPAA).
B. The Contractor shall comply with all state and federal laws related to the use, sharing, transfer, sale, or
disclosure of Confidential Information, The Contractor shall use Confidential Information solely for the
purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information
to any third party except with the prior written consent of the Board or as may be required by law. The
Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to
prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of
any state or federal laws related thereto. Upon request, the Contractor shall provide the Board with its
policies and procedures on confidentiality. The Board may require changes to such policies and
procedures as they apply to this Contract whenever the Board reasonably determines that changes are
necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time
period specified by the Board. Upon request, the Contractor shall immediately return to the Board any
Confidential Information that the Board reasonably determines has not been adequately protected by
the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify the Board within five (5) working days of
any unauthorized use or disclosure of any confidential information, and shall take necessary steps to
mitigate the harmful effects of such use or disclosure.
2,12 CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered
modified to conform to that statute or rule of law.
2.13 COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Contract shall be considered "works for hire"
as defined by the U.S. Copyright Act and shall be owned by the Board. The Board shall be considered the
author of such Materials. In the event the Materials are not considered "works for hire' under the U.S.
Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials,
ncluding all intellectual property rights, moral rights, and rights of publicity to the Board effective from the
moment of creation of such Materials.
"Materials" means all items in any format and includes, but is not limited to, data, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
sound reproductions. "Ownership' includes the right to copyright, patent, register and the ability to transfer
these rights.
11
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
under the Contract, the Contractor hereby grants to the Board a nonexclusive, royalty -free, irrevocable
license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
publicity, necessary to grant such a license to the Board.
The Contractor shall exert all reasonable effort to advise the Board, at the time of delivery of Materials
furnished under this Contract, of all known or potential invasions of privacy contained therein and of any
portion of such document which was not produced in the performance of this Contract. The Contractor shall
provide the Board with prompt written notice of each notice or claim of infringement received by the
Contractor with respect to any Materials delivered under this Contract. The Board shall have the right to
modify or remove any restrictive markings placed upon the Materials by the Contractor.
2,14 DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its Subcontractors.
2,16 DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing with the Chair of the Board, who
may designate a neutral person to decide the dispute.
The request for a dispute hearing must:
• be in writing;
• state the disputed issues;
• state the relative positions of the parties;
• state the Contractor's name, address, and Contract number; and
• be mailed to the Chair and the other party's (respondent's) Representative within three (3)
working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Chair or the Chair's
designee and the requestor within five (5) working days.
The Chair or designee shall review the written statements and reply in writing to both parties within ten (10)
working days. The 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.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.
Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
2.16 DUPLICATE PAYMENT
The Contractor certifies that work to
be performed under
this contract does not
duplicate any work to be
charged against any other contract,
subcontract, or other
source.
2.17 ETHICS/CONFLICTS OF INTEREST
In performing under this Contract, the Contractor shall assure compliance with the Ethics in Public Service
Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or conflicts of
interest.
2.18 GOVERNING LAW AND VENUE
This
Contract shall be construed and
interpreted in accordance with the
laws
of the state of Washington,
and
the venue of any action brought
hereunder shall be in the Superior
Court
for Thurston County.
2.19 INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of
Washington, the Board, all other agencies of the state and all officers, agents and employees of the state,
from and against all claims or damages for injuries to persons or property or death arising out of or incident
to the Contractor's performance or failure to perform the Contract. The Contractor's obligation to indemnify,
defend, and hold harmless includes any claim by the Contractor's agents, employees, representatives, or
any Subcontractor or its agents, employees, or representatives.
The Contractor's obligation to indemnify, defend, and hold harmless shall not be eliminated by any actual or
alleged concurrent negligence of the state or its agents, agencies, employees and officers.
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor, the
Board, the state of Washington, its officers, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify, defend and
hold harmless the state and its agencies, officers, agents or employees.
2.20 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties intend that an independent contractor relationship will be created by this Contract. The
Contractor and its employees or agents performing under this Contract are not employees or agents of the
state of Washington or the Board. The Contractor will not hold itself out as or claim to be an officer or
employee of the Board or of the state of Washington by reason hereof, nor will the Contractor make any
claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and
control of the work will be solely with the Contractor.
2.21 INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of
its employees as may be required by law, the Board may collect from the Contractor the full amount
payable to the Industrial Insurance Accident Fund. The Board may deduct the amount owed by the
Contractor to the accident fund from the amount payable to the Contractor by the Board under this Contract,
and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance
Services. This provision does not waive any of L&I's rights to collect from the Contractor.
2.22 LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of local
and state and federal governments, as now or hereafter amended including, but not limited to:
Washington State Laws and Regulations
A. Affirmative Action, RCW 41.06.020 (11).
B. Boards of Directors or Officers of Non-profit Corporations —Liability -Limitations, RCW 4.24.264.
C. Disclosure -Campaign Finances -Lobbying, Chapter 42.17 RCW.
D. Discrimination -Human Rights Commission, Chapter 49.60 RCW.
E. Ethics in Public Service, Chapter 42.52 RCW.
F. Housing Assistance Program, Chapter 43.185 RCW.
13
G. Interlocal Cooperation Act, Chapter 39.34 RCW.
H. Noise Control, Chapter 70,107 RCW.
1. Office of Minority and Women's Business Enterprises, Chapter 39.19 RCW and Chapter 326-02
WAC.
J. Open Public Meetings Act, Chapter 42.30 RCW.
K. Prevailing Wages on Public Works, Chapter 39,12 RCW.
L. Public Records Act, Chapter 42.56 RCW.
M. Relocation Assistance - Real Property Acquisition Policy, Chapter 8.26 RCW.
N. Shoreline Management Act of 1971, Chapter 90.58 RCW.
O. State Budgeting, Accounting, and Reporting System, Chapter 43.88 RCW.
P. State Building Code, Chapter 19.27 RCW and Energy -related building standards, Chapter 19.27A
RCW, and Provisions in buildings for aged and handicapped persons, Chapter 70.92 RCW.
Q. State Coastal Zone Management Program,, Publication 01-06-003,_Shorelands and
Environmental Assistance Program, Washington State Department of Ecology.
R. State Environmental Policy, Chapter 43.21 C RCW.
S. State Executive Order 05-05 Archeological and Cultural Resources.
2.23 LICENSING ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
2,24 LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative's designee by writing (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive
any clause or condition of this Contract.'
2,25 Local Public Transportation Coordination
Where applicable, Contractor shall participate in local public transportation forums and implement strategies
designed to ensure access to services.
2.26 NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During the performance of this Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance or refusal
to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or
terminated in whole or in part, and the Contractor may be declared ineligible for further contracts with the
Board. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance.
Any dispute may be resolved in accordance with the "Disputes" procedure set forth herein.
2.27 PAY EQUITY
The Contractor agrees
to ensure that "similarly
employed"
individuals in its workforce are compensated as
equals, consistent with
the following:
A. Employees are "similarly employed" if the individuals work for the same employer, the performance of
the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar
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working conditions. Job titles alone are not determinative of whether employees are similarly
employed;
B. Contractor may allow differentials in compensation for its workers if the differentials are based in good
faith and on any of the following:
1. A seniority system; a merit system; a system that measures earnings by quantity or quality of
production; a bona fide job -related factor or factors; or a bona fide regional difference in
compensation levels.
2. A bona fide job -related factor or factors may include, but not be limited to, education, training, or
experience that is: Consistent with business necessity; not based on or derived from a gender -based
differential; and accounts for the entire differential.
3. A bona fide regional difference in compensation level must be: Consistent with business necessity;
not based on or derived from a gender -based differential; and account for the entire differential.
This Contract may be terminated by the BOARD, if the Department of Commerce or the Department of
Enterprise Services determines that the Contractor is not in compliance with this provision.
2.28 POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42.17 RCW and the Federal Hatch Act, 5 USC 1501 - 1508,
No funds may be used for working for or against ballot measures or for or against the candidacy of any
person for public office.
2.29 PREVAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors pertorming work on the Project shall comply
with state Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by
this contract, 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 Contractor shall maintain records sufficient
to evidence compliance with Chapter 39.12 RCW, and shall make such records available for the Board's
review upon request.
2.30 PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this Contract shall not be used in payment of any bonus or commission for the
purpose of obtaining approval of the application for such funds or any other approval or concurrence under
this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or
other such services, other than actual solicitation, are not hereby prohibited if otherwise eligible as project
costs.
2,31 PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or the Board's name is mentioned, or language used from which the connection with the state
of Washington's or the Board's name may reasonably be inferred or implied, without the prior written
consent of the Board.
2.32 RECAPTURE
In the event that the Contractor fails to perform this contract in accordance with state laws, federal laws,
and/or the provisions of this contract, the Board reserves the right to recapture funds in an amount to
compensate the Board for the noncompliance in addition to any other remedies available at law or in equity.
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Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by the Board. In the alternative, the Board may recapture such funds from payments due under
this contract.
2.33 RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this
Contract and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this Contract. Contractor shall retain such records for a period of six years
following the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until all litigation, claims, or audit findings involving the records have been finally resolved.
2.34 REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of
Revenue.
2,35 RIGHT OF INSPECTION
At no additional cost all records relating to the Contractor's performance under this Contract shall be subject
at all reasonable times to inspection, review, and audit by the Board, the Office of the State Auditor, and
federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance,
and quality assurance under this Contract. The Contractor shall provide access to its facilities for this
purpose.
2.36 SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after
the effective date of this Contract and prior to normal completion, the Board may terminate the Contract
under the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of
termination, the Contract may be amended to reflect the new funding limitations and conditions,
2,37 SEVERABILITY
If any provision of this Contract or any provision of any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this Contract that can be given effect without
the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of
this Contract and to this end the provisions of this Contract are declared to be severable.
2.38 SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if it obtains the prior written
approval of the Board.
If the Board approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the
Board in writing may: (a) require the Contractor to amend its subcontracting procedures as they relate to
this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c) require
the Contractor to rescind or amend a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor
is responsible to the Board if the Subcontractor fails to comply with any applicable term or condition of this
Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal
16
conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the
liability of the Contractor to the Board for any breach in the performance of the Contractor's duties.
Every subcontract shall include a term that the Board and the State of Washington are not liable for claims
or damages arising from a Subcontractor's performance of the subcontract.
2.39 SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall so
survive.
2.40 TAXES
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or
gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole
responsibility of the Contractor.
2,41 TERMINATION FOR CAUSE / SUSPENSION
In event the Board determines that the Contractor failed to comply with any term or condition of this
Contract, the Board may terminate the Contract in whole or in part upon written notice to the Contractor.
Such termination shall be deemed "for cause." Termination shall take effect on the date specified in the
notice.
In the alternative, the Board upon written notice may allow the Contractor a specific period of time in which
to correct the non-compliance. During the corrective -action time period, the Board may suspend further
payment to the Contractor in whole or in part, or may restrict the Contractor's right to perform duties under
this Contract. Failure by the Contractor to take timely corrective action shall allow the Board to terminate
the Contract upon written notice to the Contractor.
"Termination for Cause' shall be deemed a "Termination for Convenience' when the Board determines that
the Contractor did not fail to comply with the terms of the Contract or when the Board determines the failure
was not caused by the Contractor's actions or negligence.
If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by law,
including, but not limited to, any cost difference between the original contract and the replacement contract,
as well as all costs associated with entering into the replacement contract (i.e., competitive bidding, mailing,
advertising, and staff time).
2,42 TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract the Board may, by ten (10) business days written notice,
beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract is
so terminated, the Board shall be liable only for payment required under the terms of this Contract for
services rendered or goods delivered prior to the effective date of termination.
2.43 TERMINATION PROCEDURES
After receipt of a notice of termination, except as otherwise directed by the Board, the Contractor shall:
A. Stop work under the Contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities related to the Contract;
C. Assign to the State all of the rights, title, and interest of the Contractor under the orders and
subcontracts so terminated, in which case the Board has the right, at its discretion, to settle or pay any
or all claims arising out of the termination of such orders and subcontracts. Any attempt by the
Contractor to settle such claims must have the prior written approval of the Board; and
17
D. Preserve and transfer any materials, contract deliverables and/or the Board property in the Contractor's
possession as directed by the Board.
Upon termination of the Contract, the Board shall pay the Contractor for any service provided by the
Contractor under the Contract prior to the date of termination. The Board may withhold any amount due as
the Board reasonably determines is necessary to protect the Board against potential loss or liability
resulting from the termination. The Board shall pay any withheld amount to the Contractor if the Board later
determines that loss or liability will not occur.
The rights and remedies of the Board under this section are in addition to any other rights and remedies
provided under this Contract or otherwise provided under law.
2.44 WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such
n writing and signed by Authorized Representative of the Board.
fE;
ATTACHMENT I: ATTORNEY'S CERTIFICATION
PUBLIC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
City of Bremerton
3C18-96103-005
4Gc�ylC hereby certify:
I am an attorney at law admitted to practice in the State of Washington and the duly appointed attorney of the
City of Bremerton (the Contractor); and
I have also examined any and all documents and records which are pertinent to the Contract, including the
application requesting this financial assistance.
Based on the foregoing, it is my opinion that:
1. The Contractor is a public body, properly constituted and operating under the laws of the State of
Washington, empowered to receive and expend federal, state and local funds, to contract with the State of
Washington, and to receive and expend the funds involved to accomplish the objectives set forth in their
application.
2. The Contractor is
empowered to accept
the Public Works
Board financial assistance and to provide for
repayment of the
loan as set forth in the
Contract.
3. There is currently no litigation in existence seeking to enjoin the commencement or completion of the
above -described public facilities project or to enjoin the Contractor from repaying the loan extended by the
Public Works Board with respect to such project. The Contractor is not a party to litigation which will
materially affect its ability to repay such loan on the terms contained in the Contract.
4. Assumption of this obligation would not exceed statutory and administrative rule debt limitations applicable
to the Contractor.
SigNature of Attorney
12 DqL
Name
Nib
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