HomeMy WebLinkAbout051-25 - Public Works Board - ContractDocusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
AGREEMENT FACE SHEET
Agreement Number: PR25-96103-011
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING AGREEMENT
1. Contractor
2. Contractor Doing Business As (optional)
City of Port Orchard
N/A
216 Prospect St
Port Orchard, WA 98366
3. Contractor Representative
4. Public Works Board Representative
Chris Hammer, kchammer(o)portorchardwa.gov
Max Wedding, max.wedding(c commerce.wa.gov
5. Agreement Amount
6. Funding Source:
7. Agreement Start Date
8. Agreement End Date:
$1,000,000.00
Federal: 0 State: ®
Agreement Execution Date
June 1, 2030
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
0025665-00
182-000-005
N/A
14. Agreement 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 Agreement and attachments and have executed this Agreement on the date below to start as of the date
and year last written below. The rights and obligations of both parties to this Agreement are governed by this
Agreement and the following documents that are incorporated by reference: Agreement 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
FSigned by:
b P4aAtA SIAU
Signed by:
j �
Signa u.98D710710FF4B2_
Kathryn7A'ta`idbW, Public Works Board Chair
Rob Putaansuu
5/15/2025 1 12:39 PM PDT
Print Name
Date
Mayor
APPROVED AS TO FORM ONLY
Title
5/14/2025 1 3:36 PM PDT
Signature on File
Date
Dawn C. Cortez
Assistant Attorney General
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
This page is intentionally blank
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
CLIENT INFORMATION
Legal Name:
Agreement 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
DECLARATIONS
City of Port Orchard
PR25-96103-011
Old Clifton Road Water System Intertie
Port Orchard
Washington
98367
$1,000,000.00
5 years
0.86%
June 1
$0
0%
Total Funding: $1,000,000.00
Total Estimate Cost: $1,000,000.00
Earliest Date for Cost Reimbursement: September 6, 2024
Time of Performance: 24 months from the Execution Date of this Agreement to Project Completion.
ADDITIONAL SPECIAL TERMS AND CONDITIONS GOVERNING THIS AGREEMENT
n/a
LOAN SECURITY CONDITION GOVERNING THIS AGREEMENT
This loan is a revenue obligation of the CONTRACTOR payable solely from the net revenue of the Domestic Water
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 at least 60% design and associated deliverables of the water system intertie between the City's
water system and the McCormick Woods water system.
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.
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221F8
Table of Contents
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.....................................................................................7
1.6
DEFAULT IN REPAYMENT.................................................................................................................7
1.7
SUB -CONTRACTOR DATA COLLECTION.......................................................................................7
1.8
ELIGIBLE PROJECT COSTS..............................................................................................................7
1.9
HISTORIC 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.............................................................................................11
1.18
TIME OF PERFORMANCE................................................................................................................11
1.19
AGREEMENT SUSPENSION............................................................................................................11
1.20
SPECIAL CONDITIONS......................................................................................................................11
1.21
LOAN SECURITY................................................................................................................................11
GENERALTERMS 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.........................................................13
3
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221F8
2.12
CONFORMANCE.................................................................................................................................14
2.13
COPYRIGHT PROVISIONS...............................................................................................................14
2.14
DISALLOWED COSTS........................................................................................................................15
2.15
DISPUTES.............................................................................................................................................15
2.16
DUPLICATE PAYMENT......................................................................................................................15
2.17
ETHICS/CONFLICTS OF INTEREST...............................................................................................15
2.18
GOVERNING LAW AND VENUE......................................................................................................15
2.19
INDEMNIFICATION.............................................................................................................................15
2.20
INDEPENDENT CAPACITY OF THE CONTRACTOR..................................................................16
2.21
INDUSTRIAL INSURANCE COVERAGE.........................................................................................16
2.22
LAWS.....................................................................................................................................................16
2.23
LICENSING, ACCREDITATION AND REGISTRATION................................................................17
2.24
LIMITATION OF AUTHORITY...........................................................................................................17
2.25
LOCAL PUBLIC TRANSPORTATION COORDINATION..............................................................17
2.26
NONCOMPLIANCE WITH NONDISCRIMINATION LAWS...........................................................17
2.27
PAY EQUITY.........................................................................................................................................17
2.28
POLITICAL ACTIVITIES.....................................................................................................................18
2.29
PREVAILING WAGE LAW..................................................................................................................18
2.30
PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION.......................................18
2.31
PUBLICITY............................................................................................................................................18
2.32
RECAPTURE........................................................................................................................................18
2.33
RECORDS MAINTENANCE...............................................................................................................18
2.34
REGISTRATION WITH DEPARTMENT OF REVENUE................................................................19
2.35
RIGHT OF INSPECTION....................................................................................................................19
2.36
SAVINGS...............................................................................................................................................19
2.37
SEVERABILITY....................................................................................................................................19
2.38
SUBCONTRACTING...........................................................................................................................19
2.39
SURVIVAL.............................................................................................................................................19
2.40
TAXES....................................................................................................................................................19
2.41
TERMINATION FOR CAUSE.............................................................................................................20
2.42
TERMINATION FOR CONVENIENCE.............................................................................................20
2.43
TERMINATION PROCEDURES........................................................................................................20
2.44
TREATMENT OF ASSETS.................................................................................................................21
2.45
WAIVER.................................................................................................................................................21
ATTACHMENT
I: ATTORNEY CERTIFICATION..............................................................................................22
4
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
AGREEMENT TERMS AND CONDITIONS
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING PROGRAM
SPECIAL TERMS AND CONDITIONS
1.1 DEFINITIONS
As used throughout this Pre -Construction Funding Agreement 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 Agreement.
B. "Agreement' shall mean this Pre -Construction Funding Agreement.
C. "Contractor" shall mean the local government identified on the Agreement Face Sheet receiving funding to
complete the project described in the scope of work described in this Agreement and who is a Party to the
Agreement, 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 Agreement, displayed within the Agreement 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 pre -construction funding for
an approved public works project.
1.3 PURPOSE
The BOARD and the Contractor have entered into this Agreement to provide funds to enable the Contractor to
undertake a local public works project that furthers the goals and objectives of the BOARD. 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 Agreement terms and conditions, and
all applicable federal, state and local laws and ordinances, which are incorporated by reference.
1.4 ORDER & PRECEDENCE
In the event of an inconsistency in this Agreement, 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.
0
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 BOARD.
1.6 DEFAULT IN REPAYMENT
If the funding under this Agreement constitutes a loan, loan repayments shall be made on the loan in accordance
with Section 1.14 of this Agreement. 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 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 Agreement performed by sub -contractors and the portion of the Agreement
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, be related only to project activities described in the declared SCOPE OF WORK, and documented
according to the requirements set forth in the Traditional Program Policy Handbook. 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 EARLIEST DATE
FOR COST REIMBURSEMENT shown in the Declarations are eligible for reimbursement under this Agreement.
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 HISTORIC AND CULTURAL RESOURCES
Prior to approval and disbursement of any funds awarded under this Agreement, 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 Agreement.
In addition to the requirements set forth in this Agreement, 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
7
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement.
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.
The Agreement 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 Agreement, 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 described in this Agreement,
the Contractor 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 Agreement work is performed.
D. 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 Agreement determining the final loan
amount, grant amount (if applicable), loan 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 Agreement Face Sheet and declared on the Agreement 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, with the final payment due by the AGREEMENT END DATE as
shown on the Agreement Face Sheet.
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
Any grant funding shall be spent from the award proportionally to the % OF FUNDING AS GRANT. The percent
of grant funding shall not be changed at project completion regardless of the actual cost of the project and the
Affordability Index or other measure of financial hardship.
The BOARD may extend the LOAN TERM of this Agreement to twenty years when the jurisdiction demonstrates
that 30% of the funding necessary for construction of the project has been secured. The Contractor must provide
written documentation of construction funding commitment before the first principal payment is due.
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 Agreement 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 Agreement 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 funding amount
under this Agreement, 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, or its
successor. If the Contractor has constraints preventing access to COMMERCE's online A-19 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 PWB certifies 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 Agreement.
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 at least quarterly, as appropriate.
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 Agreement or withhold payments claimed by the Contractor
for services rendered if the Contractor fails to satisfactorily comply with any term or condition of this Agreement.
No payments in advance or in anticipation of services or supplies to be provided under this Agreement shall be
made by the BOARD.
BOARD shall not release the final five (5) percent of the total funding amount until acceptance by BOARD of
project completion report.
0
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 declared funding under this
Agreement. The Project Completion Amendment shall serve as an amendment to this Agreement determining
the final loan and grant amounts, loan term, 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 Agreement includes 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 Agreement 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 Agreement 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 AGREEMENT 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. Quarterly Reports;
C. Certified Project Completion Report at project completion (as described in Section 1.10); and
D. Other reports as the BOARD may require.
1.16 TERMINATION FOR CAUSE
If the Contractor fails to comply with the terms of this Agreement, or fails to use the funds only for those activities
identified in the SCOPE OF WORK, the BOARD may terminate the Agreement 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.
10
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
1.17 TERMINATION FOR CONVENIENCE
Notwithstanding anything in Section 2.42 Termination for Convenience, the BOARD may suspend or terminate
this Agreement 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 Agreement. 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 Agreement execution, the Contractor must reach project
completion.
Failure to meet Time of Performance shall constitute default of this Agreement. 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 Agreement shall be for the entire term stated in Section 8 of the Agreement Face Sheet,
regardless of actual project completion, unless terminated in writing sooner.
1.19 AGREEMENT 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 Agreement will be suspended effective July 1. The Contractor shall immediately
suspend work under this Agreement 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 Agreement suspension.
1.20 SPECIAL CONDITIONS
If SPECIAL CONDITIONS are listed on the Agreement Declarations Page then these conditions are herein
incorporated as part of the terms and requirements of this Agreement.
1.21 LOAN SECURITY
Loan Security payments shall be made as stated on the attached Declarations Page, and identified as LOAN
SECURITY.
11
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
GENERAL TERMS AND CONDITIONS
2.1 DEFINITIONS
As used throughout this Agreement, 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 Agreement,
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 Agreement.
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 Agreement 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 Agreement are actual expenditures according to an approved budget up to the
maximum amount stated on the Agreement or Amendment Face Sheet.
2.3 ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral
or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties
hereto.
2.4 AMENDMENTS
This Agreement 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.
12
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
2.6 APPROVAL
This Agreement shall be subject to the written approval of the BOARD's Authorized Representative and shall not
be binding until so approved. The Agreement may be altered, amended, or waived only by a written amendment
executed by both parties.
2.7 ASSIGNMENT
Neither this Agreement, nor any claim arising under this Agreement, 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 Agreement, in the event of litigation or other action
brought to enforce Agreement 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 Agreement period and six (6) years following
termination of the Agreement, 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.
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
13
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement 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 Agreement 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 Agreement 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 Agreement 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.
For Materials that are delivered under the Agreement, but that incorporate pre-existing materials not produced
under the Agreement, 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 Agreement, 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 Agreement. 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 Agreement. The BOARD shall have the right to modify or remove any
restrictive markings placed upon the Materials by the Contractor.
14
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement, 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 Agreement 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 Agreement 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 Agreement does not duplicate any work to be
charged against any other agreement, contract, subcontract, or other source.
2.17 ETHICS/CONFLICTS OF INTEREST
In performing under this Agreement, 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 Agreement 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, 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 Agreement. "Claim,"
15
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
as used in this Agreement, 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 Contractor's obligation to indemnify, defend, and hold harmless includes any claim by Contractor'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 Contractor waives its immunity under RCW 51 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 Agreement. The Contractor
and its employees or agents performing under this Agreement 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 RCW 51, 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 Agreement, 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.
16
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 aged 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 43.21 C.
V. State Executive Order 21-02 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 Agreement.
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 Agreement.
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 Agreement, 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 Agreement 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.
17
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement 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 RCW 42.17 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 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 Agreement 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
Agreement 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 Agreement in accordance with state laws, federal laws, and/or
the provisions of this Agreement, 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
Agreement.
2.33 RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this Agreement
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
Agreement. Contractor shall retain such records for a period of six years following the date of final payment.
IN
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement 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 Agreement. 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 Agreement under
the "Termination for Convenience" clause, without the ten business day notice requirement. In lieu of termination,
the Agreement may be amended to reflect the new funding limitations and conditions.
2.37 SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid,
such invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid
provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Agreement
and to this end the provisions of this Agreement are declared to be severable.
2.38 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 Agreement; (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 Agreement. The Contractor is
responsible to the BOARD if the Subcontractor fails to comply with any applicable term or condition of this
Agreement. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal
conditions of this Agreement. 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 Agreement that by their sense and context are intended to
survive the completion of the performance, cancellation or termination of this Agreement 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.
19
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
2.41 TERMINATION FOR CAUSE
In the event the BOARD determines the Contractor has failed to comply with the conditions of this Agreement in a
timely manner, the BOARD has the right to suspend or terminate this Agreement. Before suspending or
terminating the Agreement, 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 Agreement 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 Agreement 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 Agreement the BOARD may, by ten (10) business days written notice,
beginning on the second day after the mailing, terminate this Agreement, in whole or in part. If this Agreement is
so terminated, the BOARD shall be liable only for payment required under the terms of this Agreement for
services rendered or goods delivered prior to the effective date of termination.
2.43 TERMINATION PROCEDURES
Upon termination of this Agreement, 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 Agreement.
After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative, the
Contractor shall:
A. Stop work under the Agreement 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 Agreement 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 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 Agreement 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
20
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
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 Agreement, 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
Agreement, 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 Agreement unless stated to be such in
writing and signed by Authorized Representative of the BOARD.
21
Docusign Envelope ID: 17774749-8485-487F-B640-638B036221 F8
ATTACHMENT I: ATTORNEY CERTIFICATION
PUBLIC WORKS BOARD
PRE -CONSTRUCTION PROGRAM
CONTRACTOR: City of Port Orchard
Agreement Number: PR25-96103-011
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 Agreement,
including the application requesting this financial assistance.
Based on the foregoing, it is my opinion that:
1. 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 enter into an Agreement 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 Agreement.
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 any 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 Agreement.
4. Assumption of this obligation would not exceed statutory and administrative rule, debt limitations
applicable to the CONTRACTOR.
4/25/2025 1 8:43 AM PDT
SignAd �V1ANrney Date
charlotte Archer
Name
22