013-24 - Resolution - Public Works Board for Bay Street Lift Station ProjectDocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
RESOLUTION NO 013-24
A RESOLUTION OF THE CITY OF PORT ORCHARD, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE AN AGREEMENT WITH WASHINGTON STATE PUBLIC
WORKS BOARD (PWB) THEREBY ACCEPTING A LOAN AND GRANT FOR BAY
STREET LIFT STATION PROJECT.
WHEREAS, the Bay Street Lift Station replacement was identified as a priority task for
the City of Port Orchard's Public Works Department ("the Project"); and
WHEREAS, Public works staff applied for pre -construction funding to the Washington
State Public Works Board ("PWB"), for the project; and
WHEREAS, on September 15, 2023 the City of Port Orchard was officially notified that it
was awarded funding from the PWB's Pre -Construction Program in the amount of $1,000,000
($850,000 loan and a $150,000 grant); and
WHEREAS, the Port Orchard City Council has determined it to be in the best interest of
the City to accept the grant funding from PWB for the Project; now, therefore,
THE CITY COUNCIL OF THE CITY OF PORT ORCHARD, WASHINGTON, HEREBY RESOLVES
AS FOLLOWS:
THAT: It is the intent of the Port Orchard City Council that the recitals set forth above
are hereby adopted and incorporated as findings in support of this Resolution.
THAT: The City Council authorizes the Mayor to Execute the Pre -Construction Funding
Agreement with the Washington State Public Works Board, attached hereto as Exhibit A
and incorporated herein by this reference.
THAT: The Resolution shall take full force and effect upon passage and signatures
hereon.
PASSED by the City Council of the City of Port Orchard, SIGNED by the Mayor and
attested by the City Clerk in authentication of such passage this 27th day of February 2024.
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Robert Putaansuu, Mayor
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DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
CONTRACT FACE SHEET
Contract Number: PR24-96103-006
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING CONTRACT
1. Contractor
2. Contractor Doing Business As (optional)
City of Port Orchard
N/A
214 Prospect St
Port Orchard, WA, 98366
3. Contractor Representative
4. Public Works Board Representative
Jacki Brown
Max Wedding
5. Contract Amount
6. Fundin Source:
7. Contract Start Date
8. Contract End Date:
$ 1,000,000
Federal: ] State: ®
Contract Execution Date
June 1, 2029
Other: ❑ N/A: ❑
9. Federal Funds (as applicable) Federal Agency CFDA Number
N/A N/A N/A
10. Tax ID #
11. SWV #
12. UBI #
13. UEI #
N/A
SWV00265665-00
182-000-005
N/A
14. Contract Purpose
Fund a project of a local government for Pre -Construction activities that include, but are not limited to,
design engineering, bid -document preparation, environmental studies, right-of-way acquisition, value
planning, permits, cultural and historic resources, and public notification.
The BOARD, defined as the Washington State Public Works Board, and the Contractor acknowledge and
accept the 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 documents that are incorporated by reference: Contract Terms
and Conditions including Declarations Page; the BOARD Traditional Program Policy Handbook; and
Attachment I: Attorney's Certification.
FOR THE CONTRACTOR
FOR PUBLIC WORKS BOARD
DocuSigneAdAby'::
DocuSigned by:
(1111
Signature0�10
Kathryn ar ow, Public Works Board Chair
Rob Putaansuu
3/24/2024 1 10:13 PM PDT
Print Name
Date
Mayor
Title
3/24/2024 1 3:11 AM PDT
APPROVED AS TO FORM ONLY
November 15, 2023
Date
Signature on File
Dawn C. Cortez
Assistant Attorney General
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CLIENT INFORMATION
Legal Name:
Contract Number:
PROJECT INFORMATION
Project Title:
Project City:
Project State:
Project Zip Code:
FUNDING INFORMATION
LOAN FUNDING:
Loan Amount:
Loan Term, if applicable:
Interest Rate:
Payment Month:
GRANT FUNDING:
Grant Amount:
% of Funding as Grant:
PROJECT TOTALS:
Total Funding:
Total Estimated Project Cost:
Earliest Date for Cost Reimbursement:
Time of Performance:
DECLARATIONS
City of Port Orchard
PR24-96103-006
Bay Street Lift Station Replacement
Port Orchard
Washington
98366
$850,000
5 years
0.69%
June 1
$150,000
15%
$1,000,000
$1,000,000
08/04/2023
24 months from the Execution Date of this Contract to
Project Completion.
ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS CONTRACT
n/a
LOAN SECURITY CONDITION GOVERNING THIS CONTRACT
This loan is a revenue obligation of the CONTRACTOR payable solely from the net revenue of the Sanitary
Sewer (Wastewater 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 CONTRACTOR 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
This project will complete the Preliminary Engineering Report and begin 100% design engineering to
replace and re -site the existing Bay Street Lift Station away from Blackjack Creek, which may include the
acquisition of property.
The project costs may include but are not limited to: engineering, cultural and historical resources,
environmental documentation, review, permits, public involvement, and bid documents.
The project needs to meet all applicable Local, State, and/or Federal standards.
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Contents
PART 1. SPECIAL TERMS AND CONDITIONS..................................................................................... 6
1.1 DEFINITIONS.......................................................................................................................... 6
1.2 AUTHORITY............................................................................................................................6
1.3 PURPOSE............................................................................................................................... 6
1.4 ORDER of PRECEDENCE...................................................................................................... 6
1.5 COMPETITIVE BIDDING REQUIREMENTS............................................................................6
1.6 DEFAULT in REPAYMENT...................................................................................................... 6
1.7 SUB -CONTRACTOR DATA COLLECTION............................................................................. 7
1.8 ELIGIBLE PROJECT COSTS.................................................................................................. 7
1.9 HISTORICAL and CULTURAL RESOURCES.......................................................................... 7
1.10 PROJECT COMPLETION AMENDMENT and CERTIFIED PROJECT COMPLETION
REPORT............................................................................................................................................ 8
1.11
RATE and TERM of LOAN....................................................................................................... 8
1.12
RECAPTURE...........................................................................................................................9
1.13
REIMBURSEMENT PROCEDURES and PAYMENT...............................................................9
1.14
REPAYMENT.........................................................................................................................10
1.15
REPORTS.............................................................................................................................
10
1.16 TERMINATION for CAUSE....................................................................................................10
1.17 TERMINATION for CONVENIENCE...................................................................................... 10
1.18 TIME of PERFORMANCE...................................................................................................... 10
1.19 CONTRACT SUSPENSION................................................................................................... 11
1.20 SPECIAL CONDITIONS........................................................................................................ 11
1.21 LOAN SECURITY.................................................................................................................. 11
PART 2. GENERAL TERMS AND CONDITIONS................................................................................. 12
2.1 DEFINITIONS........................................................................................................................ 12
2.2 ALLOWABLE COSTS............................................................................................................ 12
2.3
ALL WRITINGS CONTAINED HEREIN..................................................................................
12
2.4
AMENDMENTS.....................................................................................................................
12
2.5
AMERICANS WITH DISABILITIES ACT(ADA)......................................................................
12
2.6
APPROVAL...........................................................................................................................
13
2.7
ASSIGNMENT.......................................................................................................................
13
2.8
ATTORNEYS' FEES..............................................................................................................
13
2.9
AUDIT....................................................................................................................................13
2.10
CODE REQUIREMENTS.......................................................................................................
13
2.11
CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ..................................................
14
2.12
CONFORMANCE..................................................................................................................
14
2.13
COPYRIGHT PROVISIONS...................................................................................................
14
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2.14
DISALLOWED COSTS..........................................................................................................
15
2.15
DISPUTES.............................................................................................................................15
2.16
DUPLICATE PAYMENT.........................................................................................................
16
2.17
ETHICS/CONFLICTS OF INTEREST....................................................................................
16
2.18
GOVERNING LAW AND VENUE...........................................................................................
16
2.19
INDEMNIFICATION...............................................................................................................
16
2.20
INDEPENDENT CAPACITY OF THE CONTRACTOR...........................................................
16
2.21
INDUSTRIAL INSURANCE COVERAGE...............................................................................
16
2.22
LAWS....................................................................................................................................
17
2.23
LICENSING, ACCREDITATION AND REGISTRATION.........................................................
17
2.24
LIMITATION OF AUTHORITY...............................................................................................
17
2.25
LOCAL PUBLIC TRANSPORTATION COORDINATION.......................................................
18
2.26
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ....................................................
18
2.27
PAY EQUITY.........................................................................................................................
18
2.28
POLITICAL ACTIVITIES........................................................................................................
18
2.29
PREVAILING WAGE LAW.....................................................................................................
19
2.30
PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION ...................................
19
2.31
PUBLICITY............................................................................................................................
19
2.32
RECAPTURE.........................................................................................................................19
2.33
RECORDS MAINTENANCE..................................................................................................
19
2.34
REGISTRATION WITH DEPARTMENT OF REVENUE.........................................................
19
2.35
RIGHT OF INSPECTION.......................................................................................................
20
2.36
SAVINGS...............................................................................................................................20
2.37
SEVERABILITY.....................................................................................................................
20
2.38
SUBCONTRACTING.............................................................................................................
20
2.39
SURVIVAL.............................................................................................................................
20
2.40
TAXES...................................................................................................................................
21
2.41
TERMINATION FOR CAUSE.................................................................................................
21
2.42
TERMINATION FOR CONVENIENCE...................................................................................21
2.43
TERMINATION PROCEDURES............................................................................................
21
2.44
TREATMENT OF ASSETS....................................................................................................
22
2.45
WAIVER.................................................................................................................................22
ATTACHMENT I: ATTORNEY CERTIFICATION.................................................................................
23
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CONTRACT TERMS AND CONDITIONS
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING PROGRAM
PART 1. SPECIAL TERMS AND CONDITIONS
1.1 DEFINITIONS
As used throughout this Pre -Construction Funding Contract the following terms shall have the meaning
set forth below:
A. "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.
B. "Contract' shall mean this Pre -Construction Funding Contract.
C. "Contractor" shall mean the local government identified on the Contract Face Sheet receiving funding
to complete the project described in the scope of work described in this Contract and who is a
Party to the Contract, and shall include all employees and agents of the Contractor.
D. "Declarations " and "Declared" shall refer to the project information, loan terms and conditions as
stated on the Declarations Page of this Funding Contract, displayed within the Contract in THIS
STYLE for easier identification.
E. The BOARD Traditional Program Policy Handbook shall mean the handbook found on the PWB
website or available upon request in PDF.
1.2 AUTHORITY
Acting under the authority of RCW 43.155, the BOARD has awarded the Contractor a Public Works
Board pre -construction funding for an approved public works project.
1.3 PURPOSE
The BOARD and the Contractor have entered into this Contract to provide funds to enable the Contractor
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 Contract terms and conditions, and all applicable federal, state and local laws and
ordinances, which are incorporated by reference.
1.4 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 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.
1.6 DEFAULT in REPAYMENT
If the funding under this Contract constitutes a loan, loan repayments shall be made on the loan in
accordance with Section 1.14 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
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on the first (1 st) 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 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.
1.7 SUB -CONTRACTOR DATA COLLECTION
Contractor will submit reports, in a form and format to be provided by the BOARD 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.
1.8 ELIGIBLE PROJECT 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 the 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 the Start Date shown in the Declarations are eligible for reimbursement
under this Contract.
The Contractor assures compliance with WAC 399-30-030, which identifies eligible costs for projects
assisted with BOARD funding.
These terms supersede the terms in Section 2.2. Allowable Costs.
1.9 HISTORICAL and CULTURAL RESOURCES
Prior to approval and disbursement of any funds awarded under this Contract, the Contractor shall
cooperate with the BOARD to complete the requirements of Governor's Executive Order 21-02 or the
Contractor shall complete a review under Section 106 of the National Historic Preservation Act, if
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, the Contractor shall, in accordance with
Governor's Executive Order 21-02 as applicable, coordinate with the BOARD and the Washington
State Department of Archaeology and Historic Preservation ("DAHP"), including any recommendation
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 Project. Contractor agrees to avoid,
minimize, or mitigate impacts to the cultural resource as a continuing prerequisite 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 memoranda of agreement, if historical or cultural artifacts found
during the construction, the Contractor shall immediately stop construction and notify the local
historical preservation officer and the state's historical preservation officer at DAHP, and the BOARD
Representative identified on the Face Sheet. 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.
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The Contract shall require this provision to be contained in all subcontracts for work or services
related to the Scope of Work attached hereto.
In addition to the requirements set forth in the Contract, the Contractor agrees to comply with RCW
27.44 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 requirements of Section 106 of the National Historic Preservation Act shall
substitute for completion of Governor's Executive Order 21-02.
In the event that the Contractor finds it necessary to amend the Scope of Work the Contract may be
required to re -comply with Governor's Executive Order 21-02 or Section 106 of the National Historic
Preservation Act.
1.10 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, as appropriate.
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.
1.11 RATE and TERM of LOAN
If the Contractor is awarded a loan, the BOARD shall fund 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.
The loan forgiveness shall be applied at project completion and shall apply to the lesser of the loan
amount or the actual eligible costs and that declared percent on any accrued interest. The percent of
loan forgiveness and interest rate shall not be changed, regardless of the actual cost of the project
and the Affordability Index at project completion.
The BOARD may extend the term limit of the Pre -Construction project to twenty years when the
jurisdiction demonstrates that 30% of the funding necessary for construction of the project has
been secured. The BORROWER must provide written documentation of construction funding
commitment before the first principal payment is due.
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1.12 RECAPTURE
In addition to the recapture provisions in Section 2.32, the right to 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.
1.13 REIMBURSEMENT PROCEDURES and PAYMENT
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.
The CONTRACTOR shall submit all Invoice Vouchers and all required documentation per guidance in
the BOARD Traditional Program Policy Handbook, which is incorporated by reference.
When requesting reimbursement for expenditures made, the Contractor shall submit all Invoice
Vouchers and any required documentation electronically through the Department of Commerce's
(COMMERCE) Contracts Management System (CMS), which is available through the Secure Access
Washington (SAW) portal. If the Contractor has constraints preventing access to COMMERCE's online
Al portal, a hard copy A-19 form may be provided by the BOARD Project Manager upon request.
Requests for reimbursements for costs related to -ground-disturbing or land acquisition
activities will not be accepted until the Contractor provides and the PWB approves proof of
compliance with Governor's Executive Order 21-02 or Section 106 of the National Historic
Preservation Act, as Described in Section 1.9 of this Contract.
If the Contractor receives funding in the form of both a grant and a loan, the Contractor shall bill to
the loan and grant proportionally until and if funds are exhausted.
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 nor less than quarterly.
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.
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 BOARD funding
disbursement shall bring the total funding to the lesser of 100% of the eligible project costs or the total
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declared funding under this CONTRACT. The Project Completion Amendment shall serve as an
amendment to this Contract determining the final funding 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 BOARD monies in excess of 100.00% of eligible costs, all funds in excess of
100.00% shall be repaid to the BOARD by payment to the Department of Commerce, or its
successor, together with the submission of the Project Completion Amendment.
1.14 REPAYMENT
If the Contract is a loan, then 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 a 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.
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.
1.15 REPORTS
The Contractor shall furnish the BOARD with:
A. Project progress reports per guidance in the BOARD Traditional Program Policy Handbook;
B. Estimated Quarterly Expenditures Report;
C. Certified Project Completion Report at project completion (as described in Section 1.13);
D. Pictures and short videos of various stages of the project; and
E. Other reports as the BOARD may require.
1.16 TERMINATION for CAUSE
If the Contractor fails to comply with the terms of this Contract, or fails to use the funds 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 a loan.
These terms supersede the terms in Section 2.41 Termination for Cause/Suspension.
1.17 TERMINATION for CONVENIENCE
Notwithstanding anything in Section 2.42 Termination for Convenience, the BOARD may suspend or
terminate this Contract in the event that 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.
1.18 TIME of PERFORMANCE
No later than twenty-four (24) months after the date of Contract execution, the Contractor must
reach project completion.
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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 stated in Section 8 of the Contract Face Sheet,
regardless of actual project completion, unless terminated in writing sooner.
1.19 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 under this Contract will be suspended effective July 1. The Contractor shall
immediately suspend work under this Contract 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.
1.20 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.
1.21 LOAN SECURITY
Loan Security payments shall be made as stated on the attached Declarations Page, and identified
as LOAN SECURITY.
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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.
2.4 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)
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.
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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
o If requested by the Board at any time during the contract period and six (6) years
following termination of the Contract, Contractor will obtain an audit, at its own
expense.
o Contractors are to procure audit services based on the following guidelines.
o The Contractor shall maintain its records and accounts so as to facilitate the audit
requirement and shall ensure that Subcontractors also maintain auditable records.
o The Contractor is responsible for any audit exceptions incurred by its own organization
or that of its Subcontractors.
o The BOARD reserves the right to recover from the Contractor all disallowed costs
resulting from the audit.
o 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 request for information or corrective action concerning audit issues within
thirty (30) days of the date of request.
B. State Funds Requirements
o 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.
o Audits of non-profit organizations are to be conducted by a certified public accountant
selected by the Contractor.
o The Contractor shall include the above audit requirements in any subcontracts.
o In any case, the Contractor's financial records must be available for review by the
BOARD.
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.
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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, including 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.
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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.
2.15 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 BOARD 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.
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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, RCW 42.52 and any other applicable local, state or federal law related to
ethics or conflicts of interests.
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 GRANTEE shall indemnify, defend, and hold
harmless the state of Washington, COMMERCE, agencies of the state and all officials, agents
and employees of the state, from and against all claims for injuries or death arising out of or
resulting from the performance of the contract. "Claim" as used in this contract, means any
financial loss, claim, suit, action, damage, or expense, including but not limited to attorneys'
fees, attributable for bodily injury, sickness, disease, or death, or injury to or the destruction of
tangible property including loss of use resulting therefrom.
The GRANTEE's obligation to indemnify, defend, and hold harmless includes any claim by
GRANTEE's agents, employees, representatives, or any subgrantee/subcontractor or its
employees.
The Contractor's obligation shall not include such claims that may be caused by the sole
negligence of the State and its agencies, officials, agents, and employees. If the claims or
damages are caused by or result from the concurrent negligence of (a) the State, its agents or
employees and (b) the Contractor, its subcontractors, agents, or employees, this indemnity
provision shall be valid and enforceable only to the extent of the negligence of the Contractor
or its subcontractors, agents, or employees.
The GRANTEE 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
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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. Contracts for Architectural and Engineering Services. RCW 39.80
D. Disclosure -Campaign Finances -Lobbying, RCW 42.17.
E. Discrimination -Human Rights Commission, RCW 49.60.
F. Ethics in Public Service, RCW 42.52
G. Growth Management, RCW 36.70A
H. Housing Assistance Program, RCW 43.185.
I. Interlocal Cooperation Act, RCW 39.34.
J. Noise Control, RCW 70.107.
K. Office of Minority and Women's Business Enterprises, RCW 39.19 and WAC 326-02.
L. Open Public Meetings Act, RCW 42.30.
M. Prevailing Wages on Public Works, RCW 39.12.
N. Public Records Act. RCW 42.56.
O. Public Works Projects, RCW 43.155
P. Relocation Assistance — Real Property Acquisition Policy, RCW 8.26.
Q. Shoreline Management Act of 1971, RCW 90.58.
R. State Budgeting, Accounting, and Reporting System, RCW 43.88
S. State Building Code, RCW 19.27 and Energy -related building standards, RCW 19.27A,
and Provisions in buildings for aped and handicapped persons, RCW 70.92.
T. State Coastal Zone Management Program, Publication 01-06-003, Shorelands and
Environmental Assistance Program, Washington State Department of Ecology.
U. State Environmental Policy, RCW 43.21C.
V. State Executive Order 21-02 Archeoloaical 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.
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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 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 BOARD, 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.
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2.29 PREVAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors performing work on the Project
shall comply with state Prevailing Wages on Public Works, RCW 39.12 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 RCW 39.12 , 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'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.
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.
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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 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.
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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
In the event the BOARD determines the Contractor has failed to comply with the conditions of
this contract in a timely manner, the BOARD has the right to suspend or terminate this contract.
Before suspending or terminating the contract, the BOARD shall notify the Contractor in writing
of the need to take corrective action. If corrective action is not taken within 30 calendar days, the
contract may be terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized
by law.
The BOARD reserves the right to suspend all or part of the contract, withhold further
payments, or prohibit the Contractor from incurring additional obligations of funds during
investigation of the alleged compliance breach and pending corrective action by the
Contractor or a decision by the BOARD to terminate the contract. A termination shall be
deemed a "Termination for Convenience" if it is determined that the Contractor: (1) was not in
default; or (2) failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of the BOARD provided in this contract are not exclusive and are,
in addition to any other rights and remedies, provided by law.
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
Upon termination of this contract, the BOARD, in addition to any other rights provided in this
contract.
The rights and remedies of the BOARD provided in this section shall not be exclusive and are in
addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, 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 except as
may be necessary for completion of such portion of the work under the contract that is
not terminated;
C. Assign to the BOARD, in the manner, at the times, and to the extent directed by the
Authorized Representative, 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
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discretion, to settle or pay any or all claims arising out of the termination of such orders and
subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
subcontracts, with the approval or ratification of the Authorized Representative to the extent
the Authorized Representative may require, which approval or ratification shall be final for all
the purposes of this clause;
E. Transfer title to the BOARD and deliver in the manner, at the times, and to the extent
directed by the Authorized Representative any property which, if the contract had been
completed, would have been required to be furnished to the BOARD;
F. Complete performance of such part of the work as shall not have been
terminated by the Authorized Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct,
for the protection and preservation of the property related to this contract, which is in the
possession of the Contractor and in which the BOARD has or may acquire an interest.
2.44 TREATMENT OF ASSETS
Title to all property furnished by the BOARD shall remain with the BOARD. Title to all
property furnished by the Contractor, for the cost of which the Contractor is entitled to be
reimbursed as a direct item of cost under this contract, shall pass to, and vest in the
Contractor.
2.45 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 in writing and signed by Authorized Representative of the
BOARD.
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ATTACHMENT I: ATTORNEY CERTIFICATION
PUBLIC WORKS BOARD
PRE -CONSTRUCTION PROGRAM
CONTRACTOR: City of Port Orchard
CONTRACT Number: PR24-96103-006
charlotte Archer , 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 Port Orchard (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:
The CONTRACTOR is 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 BOARD's 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 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.
Docu Signed by:
,, �
Signature o orney
charlotte Archer
Name
Date
3/21/2024 1 10:37 AM PDT
DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
DocuSign
Certificate Of Completion
Envelope Id: 40658A8B62854F62A18948DCC953B6C7
Subject: Complete with DocuSign: PR24-96103-006 City of Port Orchard.pdf
Division:
Local Government
Program: Public Works Board
ContractNumber: PR24-96103-006
DocumentType: Contract
Source Envelope:
Document Pages: 23 Signatures: 3
Certificate Pages: 5 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
3/20/2024 4:59:24 PM
Security Appliance Status: Connected
Storage Appliance Status: Connected
Signer Events
Charlotte Archer
carcher@insleebest.com
Charlotte Archer
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/21/2024 10:36:48 AM
ID:992e2602-714f-4712-a4d9-85c5b63c2edc
Rob Putaansuu
rputaansuu@portorchardwa.gov
Mayor
City of Port Orchard
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/24/2024 3:11:26 AM
ID:380b19ba-683b-4394-bd7b-bdc9c9dde186
Kathryn Gardow
pwbgardowk@gmail.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/24/2024 10:12:58 PM
ID: 9d013924-a83f-4191-a321-773cf4d7fff5
Holder: Max Wedding
max.wedding@commerce.wa.gov
Pool: StateLocal
Pool: Washington State Department of Commerce
Signature
ED ... Si ... d by:
F1B020A8F179422
Signature Adoption: Uploaded Signature Image
Using IP Address: 209.63.25.21
[DocuSigned by:
Doti Pu%aatn w
49DD710710FF4B2...
Signature Adoption: Pre -selected Style
Using IP Address: 24.113.96.102
Signed using mobile
ED—USigned
by:
d.0
7246D402687D42E...
Signature Adoption: Uploaded Signature Image
Using IP Address: 97.126.67.111
Status: Completed
Envelope Originator:
Max Wedding
1011 Plum Street SE
MS 42525
Olympia, WA 98504-2525
max.wedding@commerce.wa.gov
IP Address: 198.239.106.237
Location: DocuSign
Location: DocuSign
Timestamp
Sent: 3/20/2024 5:05:50 PM
Viewed: 3/21/2024 10:36:48 AM
Signed: 3/21/2024 10:37:09 AM
Sent: 3/21/2024 10:37:11 AM
Viewed: 3/24/2024 3:11:26 AM
Signed: 3/24/2024 3:11:42 AM
Sent: 3/24/2024 3:11:44 AM
Viewed: 3/24/2024 10:12:58 PM
Signed: 3/24/2024 10:13:19 PM
In Person Signer Events Signature Timestamp
DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
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
Heidi Draper
Sent: 3/20/2024 5:05:49 PM
hdraper@portorchardwa.gov
Viewed: 3/21/2024 7:39:55 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Heidi Draper
Sent: 3/24/2024 10:13:20 PM
hdraper@portorchardwa.gov
COPIED
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jenine Floyd
Sent: 3/24/2024 10:13:21 PM
jfloyd @po rtorch ardwa. gov
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
3/20/2024 5:05:49 PM
Certified Delivered
Security Checked
3/24/2024 10:12:58 PM
Signing Complete
Security Checked
3/24/2024 10:13:19 PM
Completed
Security Checked
3/24/2024 10:13:21 PM
Payment Events
Status
Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55 2 PM
Parties agreed to: Charlotte Archer, Rob Putaansuu, Kathryn Gardow
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Washington State Department of Commerce (we, us or Company) may be
required by law to provide to you certain written notices or disclosures. Described below are the
terms and conditions for providing to you such notices and disclosures electronically through the
DocuSign system. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to this Electronic Record and
Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to
`I agree to use electronic records and signatures' before clicking `CONTINUE' within the
DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per -page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Washington State Department of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: docusign@commerce.wa.gov
To advise Washington State Department of Commerce of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at docusign@commerce.wa.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Washington State Department of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to docusign@commerce.wa.gov and in
the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Washington State Department of Commerce
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
DocuSign Envelope ID: CBCC5612-D8E0-4C65-9850-7F752D71DF55
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check -box indicating you wish to withdraw your consent, or you may;
ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: hops://support.docusi n�guides/signer--uide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check -box next to `I agree to use electronic records and signatures' before
clicking `CONTINUE' within the DocuSign system.
By selecting the check -box next to `I agree to use electronic records and signatures', you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Washington State Department of Commerce as described
above, you consent to receive exclusively through electronic means all notices,
disclosures, authorizations, acknowledgements, and other documents that are required to
be provided or made available to you by Washington State Department of Commerce
during the course of your relationship with Washington State Department of Commerce.