HomeMy WebLinkAbout091-26 - Public Works Board - ContractDocusign Envelope ID: B39986C2-0F39-8C75-8181-0537E2C77101
AGREEMENT FACE SHEET
Agreement Number: PR26-96410-027
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING AGREEMENT
1. Contractor
2. Contractor Doing Business As (optional)
City of Port Orchard
N/A
216 Prospect Street
Port Orchard, WA 98366 /
3. Contractor Representative
4. Public Works Board Representative
Denis Ryan, dryan@portorchardwa.gov
Izabela Kocan, Izabela.kocan@commerce.wa.gov
5. Agreement Amount
6. Funding Source
7. Agreement Start Date
8. Agreement End Date
$650,000
Federal: ❑ State: Q
Agreement Execution Date
June 1, 2031
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 the planning, acquisition, construction, repair, reconstruction, replacement,
rehabilitation, or improvement of streets, roads, bridges, drinking water systems, stormwater systems, sanitary sewage
systems, or solid waste/recycling/organics facilities.
15. Acceptance of Agreement Terms and Conditions
The Washington State Public Works Board (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 other documents that are incorporated by reference: Agreement Terms and Conditions including Declarations
Page; and Attachment I: Attorney's Certification; and the Public Works Board's Traditional Program Policy Handbook,
found on the PWB website.
FOR THE CONTRACTOR
FOR PUBLIC WORKS BOARD
Signed by:
/
Signed by: pn1n ,
I
__
Vincent McGowan, Public Works Board Chair
Signature (
Robert Putaansuu i
7/30/2026 1 9:41 AM PDT
Print Name
Date
Mayor
APPROVED AS TO FORM ONLY
Title
73 7/30/2026 I 9:21 AM PDT
�-
Signature on File
Date
Dawn C. Cortez
Assistant Attorney General
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DECLARATIONS
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:
Interest Rate:
Payment Month:
GRANT FUNDING:
Grant Amount:
% of Funding as Grant:
PROJECT TOTALS:
Total PWB Funding:
Total Estimated Cost:
Earliest Date for Cost Reimbursement:
Time of Performance:
City of Port Orchard
PR26-96410-027
Old Clifton Road Water System Intertie
Port Orchard
Washington
98367
$650,000
5 years
1.06%
June 1St
$0
0%
$650,000
$650,000
5/15/2026
24 months from 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 design a water system intertie between the City's water system and the McCormick Woods water system.
This project will take the final design and permitting phase of the project from 61 % to 100% including all necessary work
to complete these deliverables and have a bid ready project.
The project must meet all applicable Local, State, and/or Federal standards.
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TABLE OF CONTENTS
Contents
AGREEMENTFACE SHEET..................................................................................................................................................1
AGREEMENT TERMS AND CONDITIONS......... ......- ............................................................................................. 1
SECTION 1: SPECIAL TERMS AND CO ONS........................................................................................................... 1
1.1 Definitions .................................. ............................................................................. 1
1.2 Authority ...................... .... . ............. .............. ........................ .... ....................................................1
1.3 Purpose ..........................................1
...............................................................................................................................1
1.4 Order of Precedenc .................. ............. .............................................. . ............................................1
1.5 Total A r , Rte nd r of o.....................2
1.6 Rep ent and L an ec rit ................................................................................................. 2
1.7 Defa It ' epaymen ........... ............................................................................................................... 2
1.8 Recaptu ........2
........................ ............2
1.9 A reement Suspen n .... .............. ..... ....................... ...... ............................................................. 3
1.1 Time of Perfor ance.................................. ........................................................ ........................ 3
1. Eligible Project Costs ................................................................................................ ........................3
2 Reimbursement Procedures and Payment............................................................ ............................ .
3 Historica and uitC ural R sources................................................................................ .......................
1 14 Co pettive-Btdding Re irements...........................................................................................................
1 15 S b- on ra a a Co Iection.......................................................................... ........ ........................... 5
1.16 Rpos.........................................................................................................
7 etified Pr jec CotnpIetion Repo and Project Completio Amend en......................................................
1.1 Performance Incentives .......... .. ....... 6
1.1 Ten
for Cause ..........................................................6 ...............................................................
1.2 Termination for Convenience ...........................................6
....................................................................................................... 6
SECTION 2: GENERAL R S ND ONDI 1O S .......... ...........................................................................7
2.1 DEFINITION ............................................................................... .................................................. 7
2.2 ALLOWABLE OS............................................................................. .........................7
2.3 ALL WRITINGS C �N D HER I ..... ................................................................................................7 2.4 AMENDMENTS ............................................. ............. ............... ............................................................ 7
2.5 APPROVAL ................................................7
... ............... ............. ............. .................. .............................................................. 7
2.6 ASSIGNMENT ..................................................................................... ... .................................................. 7
2.7 ATTORNEYS' FE ..... ......... ....... .......................... ..... .......... ..... .................................................7
2.8 AUDIT ..................................... ......................................................................................................... 8
2.9 CODE REQUIREMENTS...................................................................................................................................... 8
2.10 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION............................................................................8
2.11 CONFORMANCE.............................................................................................................................................. 9
2.12 COPYRIGHT PROVISIONS.............................................................................................................................. 9
2.13 DISALLOWED COSTS..................................................................................................................................... 9
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2.14 DISPUTES......................................................................................................................................................... 9
2.15 DUPLICATE PAYMENT...................................................................................................................................10
2.16 ETHICS/CONFLICTS OF INTEREST.............................................................................................................10
2.17 GOVERNING LAW AND VENUE....................................................................................................................10
2.18 INDEMNIFICATION ...................................... ..............................................................................................10
2.19 INDEPENDENT CAPACITY GiECONTRACTOR.........................................................................10
2.20 INDUSTRIAL INSURANCE COV GE ..................................................................................................... 11
2.21 LAWS ..........................��...... ............................................... ...............................................................11
2.22 LICENSING, A DITATIOII9ND REGISTRATION..........................................................................11
2.23 LIMITATION OFTHORIT](................................11 ...................................................................
2.24 LOCAL PUBLIC TRANSPO IIRATI DINA I.............11
....... ......................................................
2.25 NONCOMPLIANCE WITH DISCRI1blINA N S..................11...........................
...................... .................. ......................................... .................11
................................ ............................................................ .
2.28 PV4ING WAGE LAW ........................ ...... ........ .................. ...... ..... .................................12
2.2 PROHIt ITION\AGAINST PAYMENT OF BONUS OR CO ION....................................................12
2. UBLICITY....................................................................................... ................. ......................... 2
1 RECAPTURE......................................................................................................... .........................1
2 (RECORMANAM33
DS-GE..................................................................................... .... ......................
REGIS ATI�W TH PARTMENT OF REVENUE ......................................... ..............................
34 RI HT Or INSPEC 1O....................................................................................................................... 3
. 5 L SS O0 FIJNDIN...........................................................................................................................
. 6 EVERABILITY...................................................................................................................................
2.3 UBCONT C ¶9 ............................................................................................ ......................... 3
2. 8 S RVIVA...................................................................... . .................................................................. 3
2.39 TAX.7/'/,42.........................14 ...................................... ............ ........................
2.40 TERMI ATI N'F C S /SUS 14
2.41 MINATION FOR ONVENIENCE........... .... ........................14
2.42 MINATION PROCED RES .................................................................... 14 ............
2.43 TREATMENT OF AS$E S ........................................................................ .......................15
2.44 WAIVER ................................................ .......................... ....................................................................15
ATTACHMENT I: ATTORNEY'` CA .............>,16........................
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AGREEMENT TERMS AND CONDITIONS
PUBLIC WORKS BOARD
PRE -CONSTRUCTION FUNDING PROGRAM
SECTION 1: 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 Traditional Program Policy Handbook shall mean the handbook found at the PWB Traditional Financing
Webpage and available upon request as PDF.
1.2 Authority
Acting under the authority of RCW 43.155, the BOARD has awarded the Contractor Public Works Board 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 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 Agreement 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 Agreement, the inconsistency shall be resolved by giving precedence in the
following order:
A. Applicable federal, state of Washington statutes and regulations.
B. Special Terms and Conditions including attachments.
C. General Terms and Conditions.
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1.5 Total Award, Rate and Term of Loan
The BOARD shall fund the Contractor a sum not to exceed the AGREEMENT AMOUNT shown on the Agreement Face
Sheet, which shall be the sum of the LOAN AMOUNT and the GRANT AMOUNT shown on the Agreement Declarations
Page, to complete the SCOPE OF WORK.
If the Contractor is awarded a loan, 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 AGREEMENT END DATE as shown on the Agreement Face Sheet.
If the Contractor is awarded a grant, 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.
1.6 Repayment and Loan Security
If the Agreement includes loan funding, loan repayment installments are due on the day and month identified under the
term: PAYMENT MONTH on the Declarations Page. Payments are due each year during the term of the loan beginning
one year from the date of 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.
Loan Security payments shall be made as stated on the attached Declarations page and identified as LOAN SECURITY.
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
Agreement Face Sheet, 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 an electronic funds
transfer, a check, money order, or equivalent means made payable to the Washington State Department of Commerce, or
its successor.
1.7 Default in Repayment
If the funding under this Agreement constitutes a loan, repayments shall be made on the loan in accordance with Section
1.6 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 of the Project Completion Amendment is executed, as provided for in Section 1.17.
The Contractor acknowledges and agrees to the BOARD's right, upon delinquency in the payment of any annual
installment, to notify any other entity, creditors, or potential creditors of the Contractor of such delinquency.
The Contractor shall be responsible for all legal fees incurred by the BOARD in any action undertaken to enforce its rights
under this section.
1.8 Recapture
In addition to the recapture provisions in Section 2.31, 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, including attorney's fees.
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1.9 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
1.10 Time of Performance
No later than twenty-four (24) months after the date of Agreement execution the Contractor must reach project completion
of the SCOPE OF WORK.
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 of any loan provided under this Agreement, regardless of actual
project completion, unless terminated sooner as provided herein.
1.11 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 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.
1.12 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 Contractor shall submit all Invoice Vouchers ("A -19s" or "A19's") and all required documentation per guidance in the
BOARD Traditional Program Policy Handbook, which is incorporated by reference.
The BOARD shall reimburse the Contractor for eligible project expenditures up to the maximum funding amount under this
Agreement, as identified in Section 1.11. When requesting reimbursement for costs incurred, 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-1 9 portal.
Requests for reimbursements for costs related to ground -disturbing or land acquisition activities will not be accepted
until the Contractor provides proof of compliance with Governor's Executive Order 21-02 or Section 106 of the National
Historic Preservation Act, as described in Section 1.13.
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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 by means of electronic funds transfer or 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.
Duplication of Billed Costs. If the Contractor is entitled to payment or has been or will be paid by another source for an
eligible project cost, then the Contractor shall not be reimbursed by the BOARD for that cost.
Disallowed Costs. The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its subcontractors.
In no event shall the total Public Works funding exceed 100% of the eligible actual project costs. At the time of project
completion, the Contractor shall submit to the BOARD a Project Completion Amendment certifying the total actual project
costs, other funding, 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 Certified Project Completion Report 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, prior to the execution of the Project Completion
Amendment.
1.13 Historical and Cultural Resources
Prior to approval and disbursement of any funds awarded under this Agreement related to any land acquisition,
demolition, construction, or other ground -disturbing activities, 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 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.
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In addition to the requirements set forth in the Agreement, the Contractor agrees to comply with the following laws and
regulations:
• 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
• 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. The Contractor shall not proceed with any land acquisition, demolition, construction, or
other ground -disturbing activities until the BOARD certifies completion of Governor's Executive Order 21-02 or adopts the
completion of the requirements of Section 106 of the National Historic Preservation Act.
In the event that the Contractor finds it necessary to amend the SCOPE OF WORK of the 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.
1.14 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.
1.15 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.
1.16 Reports
The Contractor shall furnish the BOARD with:
A. Project progress reports per guidance in the BOARD's Traditional Program Policy Handbook;
B. Quarterly Reports;
C. Certified Project Completion Report at project completion as described in Section 1.17;
D. Other reports as the BOARD may require.
1.17 Certified Project Completion Report and Project Completion Amendment
The Contractor shall complete a Certified Project Completion Report when all activities identified in the SCOPE OF
WORK are complete as defined by the BOARD's Project Completion and Holdback Policy. 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.
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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 total funding 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.
1.18 Performance Incentives
The Contractor may receive up to a 0.10% reduction in their interest rate if:
• The Contractor's first draw from the funds is within six (6) months of the date of Agreement execution,
AND
The Contractor draws funds approximately monthly after the first draw until the Contractor reaches 5% of the total
funding amount remaining.
Upon verification of eligibility, the Agreement shall be modified to note the appropriate change and no further adjustment
to the Agreement for Performance Incentives shall be authorized. Irrespective of the performance incentive chosen, at no
point in time shall the loan interest rate be less than 0.25%.
The calculation of any interest rate and term adjustments will apply to the remaining payments beginning from the date
the Project Completion Amendment is executed.
1.19 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 2.40 Termination for Cause/Suspension.
1.20 Termination for Convenience
Notwithstanding anything in Section 2.41 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.
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SECTION 2: 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 Award 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 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.
2.6 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.
2.7 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.
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2.8 AUDIT
A. General Requirements
• 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.
• Contractors are to procure audit services based on the following guidelines.
• The Contractor shall maintain its records and accounts so as to facilitate the audit requirement and shall
ensure that Subcontractors also maintain auditable records.
• The Contractor is responsible for any audit exceptions incurred by its own organization or that of its
Subcontractors.
• The BOARD reserves the right to recover from the Contractor all disallowed costs resulting from the audit.
• Responses to any unresolved management findings and disallowed or questioned costs shall be included
with the audit report. The Contractor must respond to the BOARD's request for information or corrective
action concerning audit issues within thirty (30) days of the date of request.
B. State Funds Requirements
• In the event an audit is required, if the Contractor is a local government entity, the Office of the State Auditor
shall conduct the audit.
• Audits of non-profit organizations are to be conducted by a certified public accountant selected by the
Contractor.
• The Contractor shall include the above audit requirements in any subcontracts.
• In any case, the Contractor's financial records must be available for review by the BOARD.
2.9 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.
2.10 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
• All material provided to the Contractor by the BOARD that is designated as "confidential" by the BOARD;
• All material produced by the Contractor that is designated as "confidential" by the BOARD; and
• All personal information in the possession of the Contractor that may not be disclosed under state or federal
law, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and
the Public Record Act, RCW 42.56.
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
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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.
2.11 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.
2.12 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.
2.13 DISALLOWED COSTS
The Contractor is responsible for any audit exceptions or disallowed costs incurred by its own organization or that of its
Subcontractors.
2.14 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;
• provide a copy of all relevant documents or other evidence to be considered;
• state the Contractor's name, address, and Agreement number; and
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• 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, and provide a copy of all relevant documents or
other evidence to be considered, 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.
2.15 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.
2.16 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.
2.17 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.
2.18 INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of Washington,
COMMERCE, BOARD, 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," 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.
2.19 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
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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.
2.20 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.
2.21 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.
2.22 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.
2.23 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.
2.24 LOCAL PUBLIC TRANSPORATION COORDINATION
Where applicable, Contractor shall participate in local public transportation forums and implement strategies designed to
ensure access to services.
2.25 NONCOMPLIANCE WITH DISCRIMINATION 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 Section 2.14
Disputes.
2.26 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:
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a. 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.
b. 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.
c. 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.
2.27 POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and Lobbying
provisions of RCW 42.17A.
No funds may be used for working for or against ballot measures or for or against the candidacy of any person for public
office.
2.28 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 BOARDs review upon request.
2.29 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.
2.30 PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of Washington or the
BOARD's name is mentioned, or language used from which the connection with the state of Washington's or the
BOARD's name may reasonably be inferred or implied, without the prior written consent of the BOARD.
2.31 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 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.
2.32 RECORDS MANAGEMENT
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
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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.
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.
2.33 REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of Revenue.
2.34 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.
2.35 LOSS OF FUNDING
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way after the effective
date of this Agreement 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.
2.36 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.
2.37 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.
2.38 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.
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2.39 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, other than sales taxes owed for goods or services provided for
this Agreement, or its staff shall be the sole responsibility of the Contractor.
2.40 TERMINATION FOR CAUSE/SUSPENSION
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.
2.41 TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Agreement the BOARD may, with ten (10) business days written notice, beginning on
the second day after the notice is sent, 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.
2.42 TERMINATION PROCEDURES
Upon termination of this contract, the BOARD, in addition to any other rights provided in this Agreement.
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
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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.
2.43 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.
2.44 WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach. Any waiver shall
not be construed to be a modification of the terms of this Agreement unless stated to be such in writing and signed by
Authorized Representative of the Board.
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ATTACHMENT I: ATTORNEY'S CERTIFICATION
PUBLIC WORKS BOARD
CONTRACTOR: City of Port Orchard
Agreement Number: PR26-96410-027
Charlotte A. Archer
, hereby certify:
I am an attorney at law admitted to practice in the State of Washington and the duly appointed attorney of City of Port
Orchard (the CONTRACTOR); and
By my initials below, I acknowledge that one of the following is true:
I have also examined any and all documents and records which are pertinent to the Agreement, including the
application requesting this financial assistance.
As to questions of fact material to the opinions expressed herein, I have relied upon the certifications and
representations of the Contractor without undertaking to verify the same by independent investigation.
Based on the foregoing, it is my opinion that:
1. The CONTRACTOR is a public body, properly constituted and operating under the laws of the state of
Washington, empowered to receive and expend federal, state and local funds, to 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.
Signed by:
LU4vLa. ardr
F1 B020A8F179422...
Signature of Attorney
Charlotte A. Archer
Name
7/14/2026 1 11:41 AM PDT
Date
16
0 docusign.
Certificate Of Completion
Envelope Id: B39986C2-0F39-8C75-8181-0537E2C77101
Subject: Complete with Docusign: PortOrchard_PR26-96410-027_Pre-constructionContract.pdf
Division:
Local Government
Program: CIA/PWB
ContractNumber: PR26-96410-027
DocumentType: Contract
Source Envelope:
Document Pages: 22 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
7/13/2026 10:40:17 AM
Security Appliance Status: Connected
Signer Events
Erin LaLonde
erin.lalonde@commerce.wa.gov
Local Government Budget Manager
Security Level: Email, Account Authentication
(None), Login with SSO
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Charlotte A. Archer
carcher@insleebest.com
Charlotte Archer
Bellevue, WA
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/14/2026 11:40:56 AM
ID: f3490fe5-44ae-43f 1 -af7b-34fa647b7c7e
Robert Putaansuu
rputaansuu@portorchardwa.gov
Mayor
City of Port Orchard
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/30/2026 9:11:33 AM
ID: 75c8526c-ea 1 d-4098-9fe4-7445755d2634
Holder: Izabela Kocan
izabela.kocan@commerce.wa.gov
Pool: StateLocal
Signature
Completed
Using IP Address: 147.55.149.151
� �Sign'edd by:
t u,art,o{fG Q. grcG .r
Fl B020A8F179422...
Signature Adoption: Pre -selected Style
Using IP Address:
2601:600:a402:6e10:89e4:5aab:6bb0:8a14
gned by:11ESi
b(7W{ f W c�4i1n SIMti
49DD710710FF4B2
Signature Adoption: Pre -selected Style
Using IP Address: 152.44.129.230
Status: Completed
Envelope Originator:
Izabela Kocan
1011 Plum Street SE
MS 42525
Olympia, WA 98504-2525
izabela.kocan@commerce.wa.gov
IP Address: 147.55.149.233
Location: DocuSign
Timestamp
Sent: 7/13/2026 10:47:48 AM
Viewed: 7/13/2026 12:07:57 PM
Signed: 7/13/2026 12:08:50 PM
Sent: 7/13/2026 12:08:51 PM
Viewed: 7/14/2026 11:40:56 AM
Signed: 7/14/2026 11:41:08 AM
Sent: 7/14/2026 11:41:10 AM
Resent: 7/30/2026 8:50:27 AM
Viewed: 7/30/2026 9:11:33 AM
Signed: 7/30/2026 9:21:25 AM
Signer Events Signature Timestamp
Vincent McGowan Signedby. Sent: 7/30/2026 9:21:26 AM
Vince.McGowan@cityoflacey.org Eul,,�D68
u,ln.( Wn ,Viewed: 7/30/2026 9:40:18 AM
PE ,asssczase... Signed: 7/30/2026 9:41:01 AM
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre -selected Style
Using IF Address: 50.232.235.42
Electronic Record and Signature Disclosure:
Accepted: 7/30/2026 9:40:18 AM
ID: 2264da58-e630-46f5-87bb-cb5ad986cd0e
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
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Timestamp
Carbon Copy Events
Status
Timestamp
Izabela Kocan
Sent: 7/30/2026 9:41:03 AM
izabela.kocan@commerce.wa.gov
COPIED
Resent: 7/30/2026 9:41:06 AM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Denis Ryan
Sent: 7/30/2026 9:41:04 AM
dryan@portorchardwa.gov
COPIED
Viewed: 7/30/2026 10:18:00 AM
Denis Ryan
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 3/5/2026 9:02:25 AM
ID: 53084aac-e696-4753-8a23-6f79c0d55f6e
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
7/13/2026 10:47:48 AM
Certified Delivered
Security Checked
7/30/2026 9:40:18 AM
Signing Complete
Security Checked
7/30/2026 9:41:01 AM
Completed
Security Checked
7/30/2026 9:41:04 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM
Parties agreed to: Charlotte A. Archer, Robert Putaansuu, Vincent McGowan, Denis Ryan
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
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:
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: https://support.docusi ng com/jzuides/si ngi er- uigu de-
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.