HomeMy WebLinkAbout022712_ca08
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Department of Public Works
o Consent Agenda
Page 1 of2
Jefferson County
Board of Commissioners
Agenda Request
To:
From:
Board of Commissioners
Phlllp Morley, County Administrator
Frank Gifford, Public Works Director \71.)1
Agenda Date:
2/27/2012
Subject:
Contract Documents-Public Works Trust Fund Loan, Port Hadlock
Wastewater Fadlity
Statement of Issue:
Jefferson County Public Works intends to enter into a Public Works Trust Fund (PWTF) loan
contract with the State Public Works Board for $10M, as part ofthe funding and financing plan
for the Port Hadlock Wastewater Facility project. The fund is administered by the Public Works
Board, Washington State Department of Commerce.
Analysis/Strategic GoalslPro's 8: Con's:
The PWTF loan is a very flexible source of project funds and reimburses up to $10M of eligible
project expenses from design through construction. The project will begin using the loan in
2012.
This PWTF loan is one element of the wastewater facility funding and finance strategy.
Additional grants and loans will be sought to cover remaining construction costs. These funds
may be used to match federal grants.
Fiscal Impact/Cost Benefit Analysis:
The loan term is 35 years, 0.5% interest, with an initial 60 month deferral period to complete
construction and first phase service connections. interest accrues on the funds used.
Loan repayment will begin June 1, 2016. The repayment source will be obligated revenues
from the Port Hadlock Wastewater Facility connection charges.
Matching funds are other loan programs and bonds as shown on Attachment lc ofthe Loan
Contract.
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Department of Public Works
o Consent Agenda
Page 2 of 2
The terms of Section 1.9 are amended by the attached supplement dated September 15, 2011
(also to be signed) which eliminates the match requirement for economically distressed areas,
including Jefferson County, and fixes the Interest rate at 0.5%.
Recommendation:
Jefferson County Public Works recommends that the Board execute the contract by signing
each of two original contracts with attached contract supplements provided and return them to
the Public Works Department for further processing.
Department Contact:
Joel Peterson, Project Manager
ext. 173
Reviewed By:
2-/t J/2--
Date
,
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Washington State
Public Works Board
1011 Plum StreetSE
Post Offlce Box 42525
Olympia, Washington 98504-2525
October 27, 2011
Joel Peterson
Jefferson County
621 Sheridan St
Port Townsend, WA 98368
RE: Public Works Trust Fund (PWTF) Construction Loan Contract PC12.951-052
Dear Mr. Peterson:
Enclosed ~re two originals of the Public Works Trust Fund Construction Loan Contract PC12.951.052
between Jefferson County and the Public Works Board (Board). This Contract details the terms and
conditions that will govern the agreement between us. You will also find the project's Scope of Work and an
Attorney's Certification as formal attachments to the contract
Please review the terms and conditions of the Contract carefully. We recommend consulting with your legal
advisor before accepting this loan offer.
When you have obtained the appropriate original signatures (do not use signature stamps), return both
original contracts and all the attachments to the Public Works Board office within 60 calendar days of the
date of this letter. Failure to return the cOJ:ltracts within this timellne may result in the loan offer being
withdrawn.
After the Contracts have been signed by the Board, one fully executed original along with instructions for
drawing funds will be mailed to you. We encourage you to store these and all pertinent documents
associated with this project and loan offer in a file that is readily accessible to auditors for their periodic
review.
If you haven't already completed the required Historical and Cultural Resources Review for your project,
please refer to the instructions and EZ1 form attached for your convenience. If you have questions about this
Historical and Cultural Review process, please contact your Client Services Representative.
We look forward to workIng with you over the course of your successful public works project. If you have any
questions about this Contract, please contact me at (360) 725-3153 or at Ann.Campbell@commerce.wa.gov.
~.
Ann E pbell
Project, Policy, & Performance Coordinator
Enclosures
AdmI_ servlces provided by the Washington Slate Department of commerce
. (360) 725-3150
Fax (360) 586-8440
www.Dwb.wa.aov
.
''$
Washington State.
Public Works Board .
1011 Plum Stre8tSE
Post OIIIce Box 42S25
Olympia, Washington 9850+2525
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prOjectName:pottliadlock Wastewater System.
Loan Number: PC12-~51"OS2 ..
'..LoanType:Cgnstruction
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Jefferson County
PC12-951-052 .
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Page 2
10/27/2011
<':c'
Contract Terms and Conditions
Construction Loan Contract
,
TABLE OF CONTENTS
CONTRACT FACE SHEET .......................................................................................................5
CONTRACT TERMS AND CONDITIONS .................................................................................6
Part 1. SPECIAL TERMS AND CONCmONS........................................................................ 6
1.1. Definitions............................................................................................................................... 6
1.2. Authority ...... .....................,..................................................................................................... 6
1.3. Purpose ........... ..........:.........:..............:.... .:. .................... ........................................................ 6
1.4. Order of Precedence .............................................................................................................. 6
1.5. 5- year deferral for start-up systems ...................................................................................... 6
1.6. Competitive Bidding RequIrements............................................................:........................... 7
1.7. Default In Repayment.......:.....................:............................................................................... 7
1.8. Investment Grade Audit.....,..................................................................................................... 7
1.9. Local Matching Share and Eligible Project Costs .................................................................. 7
1.10. Historical and Cultural Resources.......................................................................................... 8
1.11. Performance Incentives...........,.............................................................................................. 8
1.12. Project Completlon Amendment and Certified Project Completlon Report ........................... 9
1.13. Project Signs .......................................................................................................................... 9
1.14. Rate and Term of Loan .......................................................................................................... 9
1.15. Recepture ............................................................................................................................... 9
1.16. Reimbursement Procedures and Payment ..............................................................'.............. 9
1.17. Repayment .......................................................................,................................................... 11
1.18. Reports ................................................................................................................................. 11
1.19. Termination for Cause..........................................................................................................11
1.20. Termination for Convenience .........................................:..................................................... 11
1.21. Time of Performance............................................................................................................ 12
Part 2. GENERAL TERMS AND CONDmONS.....................................................................13
2.1. DEFINITIONS....................................................................................................................... 13
2.2. Allowable Costs .....................................:.......................................................................,...,.. 13
2.3. ALL WRITINGS CONTAINED HEREIN ...............................................................................13
2.4. AMENDMENTS..................................................................................................................... 13
2.5. AMERICANS WITH DISABILITIES ACT (ADA) OF 1990. PUBLIC LAW 101-336. also
referred to es the "ADA" 28 CFR Part 35.............................................................................13
2.6. APPROVAl.......................................................................................................................... 13
2.7. ASSIGNMENT ..................;..............,.................................................................................... 13
2.8. ATTORNEYS' FEES ...............................:..............................................................................14
2.9. AUDIT ...............................:....;............................................................................................... 14
2.10. CODE REGlUIREMENTS:.................................................................................................... 15
2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ...............................................15
2.12. CONFORMANCE................................................................................................................. 16
2.13. COPYRIGHT PROVISIONS ................................................................................................ 16
2.14. DISALLOWED COSTS ........................................................................................................ 16
2.15. DISPUTES ............................................................................................................................ 16
2.16. DUPLICATE PAYMENT ....................................................................................................... 17
2.17. ETHICS/CONFLICTS OF INTEREST .................................................................................. 17
2.18. GOVERNING LAW AND VENUE ........................................................................................17
Jefferson County
PC12-951-Q52
Page 3
10/27/2011
Contract Terms and Conditions
Construction Loan Contract
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2.19. INDEMNIFICATION .,.......:...................................................................................................17
2.20. INDEPENDENT CAPACITY OFTHE CONTRACTOR........................................................ 17
2.21. INDUSTRIAL INSURANCE COVERAGE ............................................................................ 17
2.22. LAWS ................................................................................................................................... 18
2.23. UCENSING. ACCREDITATION AND REGiSTRATION...................................................... 18
2.24. UMITATION OF AUTHORITY .......................:..................................................................... 18
2.25. Local Public Transportation Cocrdlnatlon ............................................................................ 18
2.26. NONCOMPUANCE WITH NONDISCRIMINATION LAWS................................................. 19
2.27. POUTICAL ACTMJ'4ES ..::;.:.::.....:..:....~..~:...;.:....;..............................................................19
2.28. PREVAlUNG WAGE I..J!t.W...,..~~...::'~...~.~..........~.._.................................................................. 19
2.29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION................................ 19
2.30. PUBUCITY...;..............".;;.::...................;;.........;.,............;:;...._............................................. 19
2.31. RECA?TURi:;-...-.:::...;.:.._~::..:.:..:......,..;................J...........-..........-:.......................................... 19
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2.32. Ri:;CORDS MAlNTi;NANCE .._.....:.....:i............i................:....................................................20
2.33. REGISTRATION WITH DEPARTMOO OF REVENUE.....;.....;:...............................:......... 20
2.:34. RIGHI OF INSpECTION ........;..............,............................,..:..;........:........;:........................20
2.35.SAVlNGS...........:................-.:.~:...............;............~.....;....................;..................:...................20
. 2.36.. SEVERABILITY .....;...................-................................................;.~.....,.................:..........;...... 20
2.37. SUBCONTRACTING....:.............................::;..:......;......................................~.........;........:'...... 21
2.38. SURVIVAL.............;;....................;;;.;:.;;;........ ....................;;.......:.....................:;.....:.......:..:,~.21
- 2.39: TAXES....;........:......:.............................................................;.:......:....:.................'................:.21
2:40: TERMINATION FOR CAUSE I SUSPENSION...............:............................................;.......21
2.41. TERMINAl'lON FOR cONVENIENCE ..................................;;..........................\..........l,.....22
2.42. . TERMINATION PROCEDURES ..................:.......................;.......:........:.........:....;....:....,:~.....22
2.~43..-WAIVER...~.....~..~....;..,.!...............n.........................~......n....~,........'....................~~...;:....L..~.~......:.... 22
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A-rr~CIiME~T ;1: SCOPI; ~F1 WOflK....................,...............,.....1........................~.......~...I....,.~.. 2~
i .:A.- PROJECT'~ SC~P,E OF. WORK.,.........................................~...............~.;.u.-.................jo...~.~..~
B.. EsnMATED.PROJECT..COSTS...............~.............:..........:........-................:.-...~.......-....."."..~.;....24
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:C.'ANTICIPATED PFf.QJECT.,.FUNDING..........'loI...................~..................."..............-...,;.;.....,~....25
ATTA~HMENT.IJ: -ATTORNs.r~..CE~CATION ....,..-~................:....~~._..!~~......._.....~.....r.~.....26
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Jefferson County
PC12-951-ll52
Page 4
10/27/2011
ContraclTerms and Condltlons
Construcllon Loan Contract
CONTRACT FACE SHEET
Contract Number: PC12-951-052
Washington State Department of Commerce
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
1. Contractor
Jefferson County
621 Sheridan 51
Port Townsend, W A 98368
2. Contractor Doing Business As (optional)
NlA
3. Contractor Representative
N/A
5. Contract Amount 6. Funding Source .
4. Public Works Board Representative
N/A
$10,000,000.00
Federal: 0 state: 0 Other: 0
N/A: 0
9. Federal Funds (as applicable)
N/A
10. Tax 10 #
916001322
14. Contract Purpose
Fund a project of a local government for the planning, acquisitlon, construction, repair, reconstruction,
replacement, rehabilitation, or improvement of streets and roads, bridges, drinking water systems, stormwater
s ems, san sewa e stems, and solid waste facilitles, Includln r lin facilities.
The Board, defined as the Weshlnglon State Public Works Board, and Contractor acknowledge and accept the
terms of thIs Contract and attachments and have executed this Contract on the date below to start es of the
date and year last written below. The rights and obllgatlon~ of both parties to this Contract are governed by
thIs Contract and the following other. documents incorporated by reference: Contract Terms and Conditions
Inc(udin Attachment I: Sco e of Work, and Attachment II: Attorne s Certification.
FOR THE CONTRACTOR FOR PUBUC WORKS BOARD
Federal Agency
N/A
11. SWV #
7. Contract start
Date
Contract Execution
Date
CFDA Number
N/A
a. Contract End
Date
June 1 ,
2047
12. UBI #
13. DUNS #
Signature
John LaRocque, Executive Director
Print Name
Date
Date
APPROVED AS TO FORM ONLY
rhls 7th Dav of June; 2011
Rob McKennli
Attorney General
litIe
Slanature on file
Kathryn Wyatt
Assistant Attorne General
Approved as 113 fonn only:
~:Lab;J~"
Jefferson County
PC12-951-Q52
Page 5
10/27/2011
Contract Terms end CondWons
Construction Loan Contract
,
CONTRACT TERMS AND CONDITIONS
PUBUC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
Part 1. SPECIAL TERMS AND CONDITIONS
1.1. Definitions
As used throughout this Construction Loan Contract thE! following terms shall have the meaning set forth
below:
A. 'Contracf shall mean this Construction Loan Contract.
B. 'Contractor" shall mean the local government. Identified on the Contract Face Sheet performing
servlce(s) under this Contract and who Is a party to the Contract, and shall include all employees and
agents of the Contractor. .
C. 'The Board' shall mean the Washington State Public Works Board created In Revised Code of
Washington (RCW) 43.155.030, and who is a party to the Contract.
1.2. Authorltv
Acting under the authority of Chapter 43.155 RCW, the Board has awarded the Contractor a Public Works
TrustFundconstruction loan for an approved public works project:
1.3. Puroose
The Board and the Contractor have entsred Into this Contract to undertake a local public works projact 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 A IT ACHMENT I: SCOPE OF
WORK The projact must be undertaken In accordance with the loan terms and conditions, and all
applicable federal, state and local laws and ordinances, which by this reference are Incorporated Into this
Contract as though set forth fully herein.
1.4. Order of Precedence
In the event of an Inconsistency In this Contract, the Inconsistency shall be resolved by giving precedence
In the following order:
C. General Terms and Conditions.
1.5. 50 vear deferral for start.UD sYStems
If the project financed by this contract Is to develop a system to deliver previously unavailable services, and
revenue from those services Is to repay the loan, the new system is eligible for a deferral of loan payments
for sixty (60) months after the Contract execution date. . The Contractor may provide a wrltlen request to the
Board requesting a 50year deferral for an eligible system. The Board may approve the deferral request.
Interest accrues for the aforementioned sixty (60) months. The accrued interest only payment Is due June
1 of the 6th year of the loan term. Interest and principal payments are due on June 1 of the 7th year of the
loan term.
Jefferson County
PC12-951-052
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10/27/2011
Contract Terms and Conditions
Construction Loan Contract
1.6. Comoetltlve BIddinG Reaulrements
The Contractor shall comply with the provisions of RCW 43.155.060 regarding compelltlve bidding
requirements for projects assisted In whole or In part with money from the Public Works Program.
1.7. Default In ReDavment
Loan repayments shall be made on the loan In accordance with Section 1.16 of this Contract. A payment
not received within thirty (30) days of the due date shall be declared delinquent Delinquent payments shall
be assessed a monthly penalty beginning on the first (1 st) day past the due date. The penalty will be
assassed on the entire payment amount. The pellaltywill beane 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 tlmeof.the Project Completion Amendment Is submitted, as
provided for In Section 1.11.
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 aD legal fees incurred by the _ Board In any action undertaken to
enforce its rights under this section.
1.8. Investment Grede Audit
For projects Involving repair, replacement, or improvement of a wasteWater treatment plant, or other public
works facility for which an investment grade eudit is obtainable, Contractor must undertake an investment
grade audit. .
, Costs incurred as part of the investment grade audit are eligible project costs.
1.9. Local MatchinG Share and eliGible Prolect Costs
The Contractor pledges to use an amount of matching funds as local project share of not less than
$18,329,200.00 applied to the total eligible portion of the project cost as Identified in ATTACHMENT I:
SCOPE OF WORK State and federal grants are not considered local matching funds. Expenditures on
eligible project activities Incurred up to twelve (12) months prior to the execution of this Contract may be
used as match for local project share.
The amount of local funds used for the project will be verified and the percentage that this figure represents
of the total prcject cost will be calculated at project completion. If and to the extent the actual percentage of
local match exceeds the proposed match percentage, the loan amount and/or the Interest rate charged may
be adjusted. At a minimum, the match provided cannot be less than the original match pledged at the time
of contract execution. The Interest rate at:ljustment will apply to the remaining payments beginning the fiscal
year of project completion. The Contractor agraes to execute the Project Completion Amendment as an
amendment to this Contract adjusting the loan amount or interest rate, as appropriate.
Eligible project costs must consiSt of expenditures eligible under Washington Administrative Code rfiAC)
399-30-030 and be related only to project activities described in ATTACHMENT I: SCOPE OF WORK
Eligible costs for reimbursement shall be construed to mean expenditures Incurred and paid, or incurred
and payable within thirty (30) da)/s of the reimbursement request. Only costs that have been incurred on or
after September 1, 2010, and which are not counted as local share, are eligible for reimbursement under
this Contract.
The Contractor assures compliance with WAC 399-30-030, which Identifies eligible costs for projects
assisted with Public Works Program loans.
These terms supersede the terms In Section 2.2. Allowable Costs.
Jefferson County
PC12-951-052
Page 7
10/27/2011
Contract Terms and Condlllons
Constructlon Loan Contract
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1.10. Historical and Cultural Resources
Prlor to commencing constructlon, Contractor shall complete the requirements Of Governor's Executive
Order 05-05, or, as a substitute for completion of Governor's Executive Order 05-05, Contractor shall
complete Section 106 of the National Historic Preservation Act. Contractor agrees that the Contractor Is
legally and financially responsible for compliance with all laws, regulations, and agreements related to the
preservation of hlstorlcal or cultural artifacts and agrees to hold hannless the Board and the Stete of
Washington In relation to any claim related to such hlstorlcal or cultural artifacts discovered, disturbed, or
damaged as a result of the project funded by this Contract.
In addition to the requirements set torth III this Contract, Contractor shall, in accordance with Governor's
Executive Order 05-05, coordinate with the Washington State Department of Archaeology and Historlc
Preservation (DAHP), Including any recommellded Consultation With any affected trlbe(s) , during project
design and prlor to constructlon to determine the existence of any trlbal culturel resources affected by the
proposed project funded bythlsContract.Contrector agrees to avoid, minimize, or mitigate Impacts to the
cultural resource as a continuing pre-requisite to receipt of funds underthls Contract.
The Contractor agrees that, unless the Contrector Is proCeeding under an approved hlstorlcal and cultural
monltorlngplan or other memorandum of agreement, If historicel or cilltural artifacts are discovered durlng
constructlon, the Contractor shall Immediately Stop constructlon and notify the local historical preservation
officer and the state's historical preservation officer at DAHP. If human remains are uncovered, the
Contractor shall report the presence and-location of the remains to the coroner and local enforcement
immediately, then contact DAHP and the concerned trlbe's cultural staff or committee.
The Contractor shall require this provision to be contained In all sub-contracts for work or services related to
ATTACHMENT I:SCOPE OF WORK.
In addition to the requirements set forth In this Contract, Contractor agrees to comply with ROO 27.44
regarding Indian Greves and Records; ROW 27.53 regarding Archaeological Sites and Resources; RCW
68.60 regarding Abandoned and HlstorlcCemeterles and Hlstorlc Graves; and, WAC 25-48 regarding
Archaeological Excavation and Removal Permits.
Completion of the Sectl.on 106 of the National Historlc Preservation Act shall substitute for completion of
Governor's Executive Order 05-05.
In the event that the Contractor finds It necessary to amend ATTACHMENT I: SCOPE OF WORK, the
Contractor may be required to. re-comply With Governor's Executive Order 05-05 or Section 106 of the
National Hlstorlc Preservation Act.
1.11. Performance Incentives
The Contractor shall complete the project no later than sixty (60) months after the date of contract
execution.
Should the Contractor complete the project Within forty-eight (48) months of the date of contract execution,
the Contractor may choose one of the two following Incentives upon project completion:
Option A: The repayment period will be increased by twenty-four (24) months, not to exceed the life
of the asset, OR:
Option B: The Interest rate will be decreased by one-quarter otone percent (0.25%).
Should the Contractor complete the project within thirty-six (38) months of the date of contract execution,
the Contractor may choose one of the following two incentives upon project completion:
Option C: The repayment perlod will be Increased by sixty (60) months, not to exceed the life of the
asset, OR;
Option D: The interest rate will be decreased by up to one-half of one percent (0.50%).
Jefferson County
PC12.951-052
Page 8
10/27/2011
Contract Terms and Conditions
Construction Loan Contract
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Once an option Is selected, the Contract shall be modlfled to note the appropriate change and no further
adjustment to the Contract for Performance Incentives shall be authorized. Irrespective of the performance
Incentive chosen, at no point In time shall the minimum loan interest rate be less than 0.25%.
The calculation of Interest rate and term adjustments will apply to the remaining payments.
1.12. ProleCt ComDletJon Amendment and Certified Prolect ComDletJon ReDort
The Contractor shall complete a Certified Project Completion Report when all actlvitles identified in
ATTACHMENT I: 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 descrlbed In ATTACHMENT I: 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 ATTACHMENT I: SCOPE OF WORK
C. Certification that all costs associated with the project have been Incurred and have been accounted for.
Costs are Incurred when goods and services are received and/or contract work is performed.
D. A final voucher for the remaining eligible funds.
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 actlvitles Identified In ATTACHMENT I: SCOPE OF WORK and the
Board's receipt and acceptance of the Certlfled Project Completion Report. .
The Project Completion Amendment shall serve as an a.mendment to this Contract determining the final
loan amount, local share, term, and interest rate.
1.13. Prolect Slons
If the Contractor displays, during the period covered by this Contract, signs or markers identlfylng those
agencletl participating financially In the approved project, the sign or marker must Identify the Washington
State Public Works Trust Fund as eparlicipant In the project. .
1.14. Rate and Term of Loan
The Board shall loan the Contractor a sum not to exceed $10,000,000.00. The Interest rate shall be 0.50%
per annum on the outstanding principal balance. The term of the loan shall not exceed 35 years, with the
final payment due June 1, 21147.
1.15. ReceDture
The right of recapture shall exist for a period not to exceed six (6) years following contract termination. In
the event that the Board 15 required to Institute legal proceedings to enforce the recapture provision, the
Board shall be entltled to its costs thereof, Including attomey's fees.
These terms supersede the terms In Section 2.31. Recapture.
1.16. Reimbursement Procedures and Pament
If funding or appropriation is'not available at the time the Invoice is submitted, or when this contract 15
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 Incumed by the Contractor while undertaking and administering
approved project ectlvitles In accordance with ATTACHMENT I: SCOPE OF WORK
Jefferson County
PC12.951-Q52
Page 9
10/27/2011
Contract Terms and Conditions
Construction Loan Contract
,
The Board shall reimburse the Contractor for eligible project expenditures up to the maximum loan amount
under this contract, es identified In Sactlon 1.13. When requesting reimbursement for costs Incurred. the
Contractor shall submit a signed and completed InvoIce Voucher (Form A 19), referencIng the
ATTACHMENT I: SCOPE OF WORK project activity performed, and any appropriate documentation such
as bills, Invoices, and racalpts. The Invoice Voucher must be certified by an official of the Contrector with
authority to bind the Contractor.
Each Invoice Voucher must be accompanied by a Project Status Report, which describes, In narrative form,
the progress made on the project since the last invoice was submitted, es well as a report of project status
to date. The Board will not release payment for any reimbursement request received unless and until the
Project Status Report Is racaived. After approving the Invoice Voucher and the Project Status Report, the
Board shall promptly remit a warrant to the Contractor.
Requests for reimbursements for msts related to construction activltles will not be accepted until the
Contractor provldas:' ,
· Proof of compliance with Govemor'sExecutive Order 05-05 or Saction 106 of the National Historic
Preservation Act, as \Ieseribed in Saction 1.9"and .
· An signed Public Works Trust Fund Notice of Contract Award and Notice to Prcceed, whIch follows
the formal award of a construction contract. .
The Contractor shall submit all Invoice Vouchers and all required documentation to:
Contracts Administration Unit
Department of Commerce
PO Box 42525
Olympia, WA 98504-2525
The Board will pay the Contraptor upon acceptance of the work performed and receipt of properly
'completed Invoices. Invoices shall be submitlad to the Board not more often than monthly.
Payment shall be considered timely If made by the Board within thirty (30) calendar days after receipt of
properly completed Invoices. Payment shall be sent to the address designated by the Contractor.
The Board may, at Its sole cliscretlon, terminate the contract or withhold payments claimed by the
Contractor for services rendered if the Contractor falls to satisfactorily cqmply with any term or condition of
this contract.
No payments!n advance or In anticipation of sarvlcesor supplies to be provided under this contract shall be
made by the Board.
Duolicatlon of Billed Costs. If the Contractor II; entitled to payment or has been or will be pald by another
source for an eligible project cost, then the Contractor shall not be reimbursed by the Board for that cost.
Disallowed Costs. The Contractor Is responSible for any audit exceptions or disallowed costs Incurred by Its
own organization or that of Its subcontractors.
In no event shall the total Public Works loan exceed 100.00% of the eligible actual project costs. At the time
of project completion, the Contractor shall submit, to the Board, a Project Completion Amendment certifying
the total actual project costs and local share. The final Public Works loan disbursement shall bring the total
loan to the lesser of 100.00% of the eligible project costs or the total of $10,000,000.00.. The Project
Completion Amenclment shall serve as an amendment to this Contract determining the final loan amount,
local share, and Interest rate.
In the event that the final costs Iclentlfied In the Project Completion Amendment indicate that the Contractor
has racaived Public Works Trust Fund monies In excess of 100.00% of eligible costs, all funds in excess of
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100.00"10 shall be repaid to the Public Works Assistance Account by payment to the Department of
Commerce, or Its successor, together wlth the submission of the Project Completion Amendment.
1.17. ReDavment
Loan repayment Installments are due on June 1st of each year during the 35-year fixed term of the loan.
The first loan repayment Is due June 1, 2012. Interest only will be charged for this payment If a
reimbursement Is made prior to this date. All subsequent payments shall consist of principal and accrued
Interest due on June 1 st of each year during the remaining .term of the loan.
Repayment of the loan under this Contract shall Include an interest rate of 0.50% per annum based on a
three hundred and sixty (360) day year of twe.lve (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 June 1,
2047, of an amount sufficient to bring the loan balance to Zero. .
In the event that the Board approves Contractor's request for a 5-year deferral as outlined In Section 1.5,
then the first loan repaymerlt Is due on June 1, 2016. Interest accrues for the sixty (60) months after
contract executlon. The accrued Interest only payment Is due on June 1, 2016. Interest and principal
payments are due on June 1 of each year during the remaining term of the loan.
The Contractor has the right to repay the unpaid balance of the loan In full at any time or make accelerated
payments wlthout penalty.
The Contractor will repay the loan in accordance with the preceding condltlons through the use of a check,
money order, or equiValent means made payable to the Washington State Department of Commerce, or Its
successor.
1.18. ReDorts
The Contractor shallfumlsh the Board wlth:
. A. Project Status Reporls wJth each Invoice Voucher,
B. Project Reporls at the end of each fiscal year,
C. Certified Project Completlon Report at project completion (as described In Section 1.11), and
D. Other reporls as the Board may require.
1.19. Termlnatlon for Cause
if the Contractor faIis to comply wlth the terrhS of this Contract, or falls to use .the loan proceeds only for
those actlvltles identified In ATTACHMENT I: SCOPE OF WORK, the Board may terminate the Contract In
whole or In part at any time. The Board shall notify the Contractor In wrltlng of Its determination to
terminate, the reason for such termination, and the effective date of the termination. Nothing in this section
shall affect the Contractor's obligation to repay the unpaid balance of the loan.
These termsaupersede the terms in Section 2.40 Termination for Cause/Suspension.
1.20. Termination for ConvenIence
The Board may terminate this contract in the event that state funds are no longer available to the Board, or
are not appropriated for the pUfpoSe of meetlng the Board's obligations under this contract. Termination will
be effective when the Board sends written notice of termination to the Contractor. Nothing In this section
shall affect the Contractor's obligation to repay the unpaid balance of the loan.
These terms supersede the terms In Section 2.41 Termination for Convenience.
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1.21. Time of Performance
No later than sixty (60) months after the date of contract execution the Contractor must reach project
completion.
Failure to meat Time of Performance shalf constitute default of this contract In the event of extenueting
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 contrect shall be for the entire term of the loan, regardless of actual project completion,
unless termInated sooner as provided herein.
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Part 2, GENERAL TERMS AND CONDITIONS
2.1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. "Authorized Representetive' 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 Identlfled on the face sheet performing service(s) under this
Contract, and shall Include a1iemployees and agents of the Contractor.
C. "BOARD' shall mean the Washington State Public Works Board created In Revised Code of
Washington (RCW) 43.155.030, and which is a Party to the Contract
D. "Personal Information'shali mean information identlflable to any person, including, but not limited
to, information that relates to a person's name, l:teaJth, 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 identlflers.
E. 'State' shall mean the state of Wasl:tlngton.
F. 'Subcontractor" shall mean one not In the employment of the Contractor, who Is performing all or
part of those services under this Contract under a separate contract with the Contractor. The terms
'subcontractor' and "subcontractors'mean subcontractor(s) In any tier.
2.2. ALLOWABLE COSTS
Costs allowable under this Contract are actual expenditures according to an approved budget up to the
maximum amount stated on the Contract Award or Amendment Face Sheet.
203. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by l/1e parties. No other understandings,
oral or otherwise, regarding the subJact matter of this Contract shall be deemed to exist or to bind any of the
parties hereto.
2.4. AMENDMENTS
This Contract may be amended by mutual agrsement 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 (ADAl OF 1990. PUBLIC LAW 101-336: ALSO REFERRED TO
AS THE "ADA" 28 CFR PART 35
The Contractor must comply with the ADA, which provides comprehensive civil rights protection to
IndMduals with disabilities in the areas of employment, public accOmmodations, state and local government
services, and telecommunications.
2.6. APPROVAL
This contract shall be subject to the wrltten approval of the Board's Authorized Representative and shall not
be binding until so approved. The contract may be altered, amended, or waived only by a written
amendment executed by both parties.
2.7. ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior wrltten consent of the BOard.
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2.8. ATTORNEYS' FEES
Unless expressly permitted under another provision of the Contract, In the event of litigation or other action
brought to enforce Contract terms, each party agrees to bear its own attorneys fees and oosts.
2.9. AUDIT
A. General Reaulrements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the aucfrt requirement and
shall ensure that Subcontractors also maintain iwditable 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 disallowedoosts resulting from the audit.
As applicable, Contractors required to, have an audit must ensure the audits are performed In
accordance with Generally Accepted Auditing Standards (GMS); Government Auditing Standards (the
Revised Yellow Book) developed by the Comptroller General.
Responses to any unresolved management findings and disallowed or questioned costs shall be
Included with the audit report. The Contractor rnust respond to the Board's requests for Information or
corrective action concerning audit Issues within thirty (30) days of the date of request.
B. State Funds Reaulrements
Contractors expending $100,000 or more In total state funds In a fiscal year must have a financial audit
as defined by Government Auditing Standards (The Revised Yellow Book) and according to Generally
Accepted Auditing Standards (GMS). The Schedule of State Financial Assistance must be lriclUded.
The schedule includes:
Grantor agency name
State progremname
BARS account number
Grantor
Agency contract number
Contract award amount including amendments (total grant award)
Beginning balance
, Current year revenues
Current year expenditures
Ending balance
Program tctal
If the Contractor Is a state or local government entity, the Office of the State Auditor shall conduct the
audit. Audits of non-profttorganlzatlons are to be condl,lcted 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.
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C. Documentation Reaulrements
The Contractor must send a copy of any required audit Reportlng Package as dascrlbed In OMB Circular
A-l33, Par! C, Section 320(c) no Jater than nine (9) months after the end of the Contractor's fiscal year(s)
to:
Department of Commerce
ATIN: Audit Review and Resolution Office
PO Box 42525
Olympia WA 98504-2525
In addition to sending a copy of the audit, when applicable, the Contractor must Include:
· Corrective action plan for audit findings wltl1ln thrae (3) months of the audit being received by the
Board. .
. Copy of the Management Letter.
2.10. CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of appllceble local, state, and
federal building, mechanical, plumbing, fire, energy and bamer-free codes. Compliance with the Americans
with Disabilities Act of 1990 28 e.F.R. Par! 35 will be required, as specified by the local building
Department
2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. 'Confidential Information' as used In this section includes:
1. All material provided to the Contractor by the Board that is designated as 'confidential' by the Board;
2. All material produced by the Contractor that is designated as 'confidential' by the Board; and
3. All personal Information In the possession ofthe Contractor that may not be dl:;;closed under stste or
federal law. 'Personal Irlformatlon' Includes but Is not limited to information related to a person's.
narne, health, finances,education, business, use of govemmentservices, 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 wltn all stste and federal laws related to the use, sharing, transfer, sale, or
disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the
purposes of this Contract and shall not use, Share, transfer, sell or disclose any Confidential Information
to any thirdfJarty except with the prior written consent of the Board or as may be required by law. The
Contractor shall take all necessary steps toassura that Confldentlallnformation is safeguarded to
prevent unauthorized use, sharing, tr'aflsfer, sale or disclosure of Confidential Information or violation of
any state or federal laws related thereto. Upon request, the Contractor shall provide THE BOARD with
Its policies and procedures on confidentiality. The Board may require changes to such policies and
procedures as they apply to this Contract whenever the Board reasonably dstermines 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
Confldentiallnformatloh that the aoard 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 snaJl take necessary steps to
mitigate the harmful effeCts of such use or disclosure.
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Construction Loan Contract
2.12. CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Weshlngton, it Is considered
modffled to conform to that statute or rule of law.
2.13. COPYRIGHT PROVISIONS
Unless otherwise provided, all Materials produced under this Contract shall be considered 'works for hire'
as defined by the U.S. Copyright Act and shall be owned by the Board. The Board shall be considered the
author of such Materials. In the event the Materialsan;l 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 Contract, but that incorporate pre-existing materials not produced
under the Contract, the Contractor hereby grants to the Board a nonexclusive, royalty-free, irrevocable
license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
Contractor has all rights and permisslons,lncludlng Inteliectual 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
fumished under this Contract, of all known or potential Invasions of privacy contained therein and of any
portion of such document which was not produced in the performance of this Contract. The,Contractor shall
provide the Board with prompt written notice of each notice or claim of Infringement received by the
Contractor with respact to any Materials delivered under this Contract. The Board shall have the right to
modify or remove any restrictive markings placed upon the Materials by the Contractor.
2.14. DISALLOWED COSTS
The Contractor Is responsible for any audit exceptions or disallowed costs incurred by its own organization
or that of its Subcontractors.
2.15. DISPUTES
Except as otherwise provided In this Contract, when a dispute arises bstween the parties and it cannot be
resolved by direct negotiation, either party may request a dispute hearing with the Chair of the Board, who
may designate a neutral person to decide the dispute.
The request for a dispute hearing must
. be In writing;
. state the disputed Issues;
· state the relative positions of the parties;
· state the Contractor's name, address, and Contract number; and
· be mailed to the Chair and the other party's (respondent's) Representative within three (3)
working days after the parties agree that they cannot resolve the dispute.
The respondent shall send a written answer to the requestor's statement to both the Chair or the Chair's
designee and the requestor within five (5) working days.
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Construction loan Contract
The Chair or designee shall review the written statements and reply in wrItlng to both partles within ten (10)
working days. The Chair or designee may extend this period If necessary by notifying the partles.
The decision shall not be admissible In any succeeding judicial or quasi-Judicial proceeding.
The partles agree that this dispute process shall precede any action In a Judicial or quesl-Judlclal tribunal.
Nothing in this Contract shall be construed to limit the partles' choice of a mutually acceptabie alternate
dispute resolution (ADR) method In addition to the dispute hearing procedure outlined above.
2.16. DUPLICATE PAYMENT
The Contractor certifies that work to be performed under this contract does not dupllcete any work to be
charged against any other contract, subcontract, or other source.
2.17. ETHICS/CONFLICTS OF INTEREST
In performing under this Contract, the Contractor shall assure compliance with the Ethics In Public Service
Act (Chapter 42.52 RCW) and any other applicable state or federal iaw related to ethics or conflicts of
Interest
2.18.GOVERNING LAW AND VENUE
This Contract shall be construed and Interpreted In accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be In the Superior Court for Thurston County.
2.19.INDEMNIFlCATlON
To the fullest extent permitted by law, the Contractor shall Indemnify, defend, and hold harmless the state of
Washington, the Board,all other agencies of the state and all officers, agents and employees of the state,
from and against all claims or damages for Injuries to persons or property or death arising out of or Incident
to the Contractor's performance or failure to perform the Contract. The Contractor's obligation to indemnify,
defend, and hold harmless Includes any claim by the Contractor's agents, employees, representatives, or
any Subcontractor or Its agents, employees, or representatives.
The Contractor's obligation to Indemnify, defend, and hold harmless shall not be eliminated by any actual or
alleged concurraot negligence of the state or Its agents, agencies, employees and officers.
Subcontracts shall include a comprehensive indemnification clause holding harmless the Contractor, the
Board, the state of Washington, Its officers, employees and authorized agents.
The Contractor waives Its Immunity under TJtle&1 RCW to the extent itis required toindemnlfy, defend and
hold harmless the state and Its agencies, officers, agents or employees.
2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR
The partles intend that an Independent contractor relationship will be created by this Contract. The
Contractor and Its employees or agents performing under this Contract are not employees or agents of the
state of Washington or the Board. The Contractor will not hold Itself out as or claim to be an officer or
employee of the Board or of the state of Washington by reason herecf, 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 shaD compiy with all applicable proviSiOns of Title 51 RCW, Industrial Insurance. If the
Contractor falls to provide Industrial insurance coverage or falis to pay premiums or penalties on behalf of
Its employees as may be required by law, the Board may collect from the Contractor the full amount
payable to the Industrial Insurance Accident Fund. The Board may deduct the amount owed by the
Contractor to the accident fund from the amount payable to the Contractor by the Board under this Contract,
and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance
Services. This provision does not waive any of L&I's rights to collect from the Contractor.
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222. 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:
Washlnaton State Laws and Reaulatlons
A. Afffrmative action, RCW 41.06.020. (11).
B. Boards of directors or officers of non-profit corporations - Uablllty - Umitatlons, RCW 4.24.264.
C. Disclosure-campalgn flnances-Iobbylng, Chapter 42.17 RCW.
D. Discrimination-human rights commission, Chapter 49.60 RCW.
E. Ethics in publlcservlce, Chapter 42.52 RCW.
F. Housing assistance program, Chapter 43.185 RCW
G. Interloeal cooperatlon act, Chapter 39.34 RCW.
H. Noise control, Chapter 70.107. RCW.
I. Office of minority and women's business enterprises, Chapter 39.19 RCWand Chapter 326-02
WAC.
J. Open public meetlngs act, Chapter 42.30 RCW.
K. PreVailing wages on public works, Chapter 39.12 RCW.
L Public records act, Chapter 42.56 RCW.
M. Relocatlon assistance - real property acquisition polley, Chapter 8.26 RCW.
N. Shoreline management act of 1971, Chapter 90.58 RCW.
O. State budgetlng, accounting, and reportlng system, Chapter 43.88 RCW.
P. State building code, Chapter 19.27 RCW and Energy-related building standards, Chapter 19.27A
RCW, and Provisions In buildings for aged and handicapped persons, Chapter 70.92 RCW.
Q. State Coastal Zone Management Program, Publication 01-06-003, Shorelands and
Environmental Assistance Program, Washington State Deparlmentof Ecology.
R. State environmental policy, Chapter 43.21 C RCW.
S. State Executive Order 05-05 Archeological and Cultural Resources.
2.23. LICENSING. ACCREDITATION AND REGISTRATION
The Conti'actor shall comply with all applicable local, state, and federal licensing, accreditatlon and
reglstratlon requirements or standards necessary for the performance of this Contract.
2.24. LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representatlve's designee by wrItlng (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive
any clause or condition of this Contract. .
22S.LOCAL PUBLIC TRANSPORTATION COORDINATION
Where applicable, Contractor shall partlclpate in local public transportation forums and implement strateglas
designed to ensure access to servlces.
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2.26. NONCOMPUANCE WITH NONDISCRIMINATION LAWS
PUring the performance of thIs Contract, the Contractor shall comply with all federal, state, and local
nondiscrimination laws, regulations and policies. In the event of the Contractor's non-compliance or refusal
to comply with any nondiscrimination law, regulation or policy, this contract may be rescinded, canceled or
terminated In whole or In part, and the Contractor may be declared Ineligible for further contracts with the
Board. The Contractor shall, however, be given a reasonable time in which to cure this noncompliance.
Any dispute may be resolved In accordance with the "D!sputes" procedure set forth herein.
2.27. POUTICAL ACTIVITIES
Political activity of Contractcr employees and cfficers are limited by !tie State Campaign Anances and
Lobbying provisions of Qhapter 42.17 RCWand the Federal Hatch Act, 5USC 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.
2.28. 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, Chapter 39.12 RCW, as applicable to the Project funded by
this contract, including but not limited to the filing of the "Statement of Intent to Pay Prevailing Wages" and
"Affidavit of Wages Paid" as required by RCW 39.12.040. The Contractor shall maintain records sufficient
to evidence compliance with Chapter 39.12 HCW, and shall make such records available for the Board's
review upon request.
2.29. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION
The funds provided under this. Contract shall not be used In payment of any bonus or com mission for the
purpose of obtaining approval of the application for such funds or any other approval or concurrence under
this Contract provided, however, that reasonable fees or bona fide technical consultant, managerial, or
other such services, other than actual solicitation, are not hereby prchiblted If otherwise eligible as project
costs.
2.30. PUBLICITY
Th13 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 falls to perform thlscClntract In ac:cordance with state laws, federal laws,
and/or the provisions of this contract, the Board reserves the right to recapture funds In an amount to
compensate the Board for the ,noncompliance In addItlon to any other remedies. available at Jawor 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.
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2~.RECORDSM~NTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this
Contract and performance of the services described herein,includlng but not limited to accounting
prccedures and practices which sufficiently and properly reflact all direct and IndIrect costs of any nature
expended In the performance of this Contract. Contractor shall retain such records for a period of six years
following the date of final payment
If any litigation, claim or audit Is started before the expiration of the six (6) year period, the records shall be
retained until alliltigation, 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 ail records relating to the Contractor's performance under this Contract shall be subject
at all reasonable times to Inspection, review. and audit by the Board, the OffIce of the State Auditor, and
faderal and state officials. so authorized by law, In order to monitor and evaluate performance, compliance.
and quality assurance under this Contract. The Contractor shall provide access to Its facIlities for this
purpose.
2.35. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited In any way after
the effective date of this Contract and prior to normal completion, the Board may terminate the Contract
under the 'TermInation for Convenience" clause, without the ten business day notice requirement. In lieu of
termination, the Contract may be amended to reflect the new funding Hmltatlons and conditions.
2.36. SEVERABILITY
If any provIsion of this Contract or any provision of any document Incorporated by reference shall be held
Invalid, such Invalidity shall not affect the other provisions of this Contract that can be given effect wlthcut
the Invalid provision, if such remainder conforms to the requirements of law eind the fundamental purpose of
this Contract and to this end the provisions of this Contract are declared to be severable.
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2.37. SUBCONTRACTING
The Contractor may only subcontract work contemplated under this Contract if It obtains the prior written
approval of the Board.
If the Board approves subcontracting, the Contractor shall maintain written procedures related to
subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, the
Board In writing may: (a) require the Contractor to amend Its subcontracting procedures as they relate to
this Contract; (b) prohibit the Contractor from subcontracting with a particular person or entity; or (c) require
the Contractor to rescind or amend lisubcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor
is responsible to the Board if the Subcontractor falls to comply with any appUcable term or condillon of this
Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal
conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce the
liability of the Contractor to the Board for any breach in the performance of the Contractor's duties.
i
Every subcontract shall Include a term thattJ:te Board and the State of Washington are not liable for claims
or damages arising from a Subcontractor's performance of the subcontract.
2.38.SURVIV.tY.
The terms, conditions, and warranties contained in this Contract that by their sense and context are
Intended to survive the completion of the performance, cancellation or termination of this Contract shall so
survive.
2.39. TAxEs
Ail payments acorued on account of payroll taxes, unemployment contributions, the Contractor's income or
gross receipts, any other taxes, insurance or expenses for the Contractor or Its staff shall be the sole
. responsibility of the Contractor. .
2.40. TERMINATION FOR CAUSE I SUSPENSION
,
In event the Board determines that the Contractor failed to comply with any term or condition of this
Contract, the Board may terminate the Contract in whole or In part upon written notice to the Contractor.
Such termination shall be deemed "for cause." Termination shall take effect on the date speclfleq In the
notice.
In the alternative, the Board upon written notice may allow the Contractor a specific period of time In which
to correct the non-compliance. During the corrective-action time period. the Board may suspend further
payment to the Contractor In whole or In Part. or may restrict the Contractor's right to perform duties under
this Contract. Failure by the Contractor to take timely corrective action shall allow the Board to terminate
the Contract upon written notice to the Contractor.
"Termination for Cause" shall be deemed a "Termination for Convenience" when the Board determines that
the Contractor did nct fail to comply with the terms of the Contract or when the Board determines the failure
was not caused by the Contractor's actions or negligence.
if the Contract Is terminated for Cause, the Contractor shall be liable for damages as authorized by law,
Including. but not limited to, any cost difference between the original contract and the replacement contract,
as well as all costs associated with entering into the replacement contract (I.e., competitlve bidding, mailing,
edvertislng, and staff time).
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2.41. TERMINATION FOR CONVENIENCE
Except as otherwise provided In this Contract the Board may, by ten (10) buslnass days written notice,
beginning on the second day after the mailing, terminate this Contract, In whole or in part. If this Contract Is
so terminated, the Board shall be liable only for payment required under the terms of this Contract for
services rendered or goods delivered prlor to the effective date of termination.
2.42. TERMINATION PROCEDURES
After receipt of a notice of termlnatlon;except as otherwise directed by the Board, the Contractor shall:
A. Stop work under the Contract on the date, and to the extent specified, In the notice;
B. Place no further orders or subcontractS for materlals, services, or facllitias related to the Contract;
C. Assign to the State all of the rlghts, litle, and interest of the Contractor under the orders and
subcontracts so terminated, In which case the Board has the rlght, at Its discretion, to settle or pay any
or all claims arlslng out of the termination of such orders and subcontracts. Any atiempt by the
Contractor to settle such claims must have the prior written approval of the Board; and
D. Preserve and transfer any materlalS, contract dellverables and/or the Board property in the Contractor's
possession as directed by the Board.
Upon termination of the Contract, the Board shall pay the Contractor for any service provided by the
Contractor under the Contract prior to the date of termination. The Board may wlthhold any amount due as
the Board reasonably determines Is necessary to protect the Board against potential loss or liability
resulting from the termination. the Board shall pay any wlthheld amount to the Contractor If the Board later
determines that loss or liability Will not occur.
The rights and remedies of the Board under this seetlon are In addition to any other rlghts and remedies ,
provided under this Contract or otherwise provided under law. '
2.43. WAIVER
Waiver of any default or breach shall not be dsemed to be a waiver of any subsequent default or breach.
Any wafver shall not be construed to be a modification of the terms of this Contract unless stated to be such
in wrlting and signed by Authorized Representative of the Board.
Jefferson County
PC12-951-052
Page 22
10/27/2011
Contract Terms and Conditions
Constructlon Loan Contract
,
~,
'ATTACHMENT I:SCOPE,OF WORK
PUEillC WORKS BOARD
, CONSTRUCnONLOANPROGRAM
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The projecfll!JCOpa of wOrk Is, comprISed Of the foIlowlngaCtlvitlEl!l:-'
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TheCol.u1tywilf C()nstructanewwasreWaters~tem-serving ilia Il'ondaleJPort HadlQck !Jrl1ap
GrdwthAr~to allow the County to meet local, state. andfeder8J$taildards., Costs may ,., '\
intlUde! but Il/'e'noflimltecfto;bid doriurnentsandconstructionof a new wastewater tre,at\11erit
pl~:reuse ;system. a.J1CI Phase~'co"eetion system; Iandlright.ot~way a,cquisitipr\;cuitura! and!
hi!1toric;al' resource teyiew;ei1vironmental review; permits; and pul;lfic inVolvement ! .
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JeffersonCounty
PC12-951-G52 '
Paga23
10/27/2011
Constnlction Loan Contract
.
B. ESTIMATED PROJECT COSTS
I'" "> ! _....,.,.~'"'.,;;.;..~ii...... ..'...c........'... .....:;'
Cost Category '. '. Amount
"'-
Engineering Report - $0.00
Cultural and Historical Resources Review $26,000.00
(Section 106 or Executive Order OS-OS)
Environmental Review . . ..... I . $214,000.00
. . . '.
Land/Rlght-of-Way Acquisition $1,500,000.00
Permits I , $60,000.00
.
Public Involvement/Information . $73,000.00
Bid Documents $2,911,000.00
Construction $15,480,000.00
Other Fees (Sales or Use Taxes) . $1,739,000.00
Contingency: 30.00% $4,778,000.00
OUter: Construction Management ..' $1,940,000.00
Other: County Project Administration $301,000.00
Other:. VED/L1DlLegal . $500,000.00
Other: $0.00
TOTAL ESnMATED PROJECT COSTS $29,522,000.00
Jefferson County
PC12-95H152
Page 24
10/2712011
Constructfon Loan Contract
.
C. ANTICIPATED PROJECT FUNDING
Grant #1
Grant #2
. Grant #3
FederalApRiSAAf': ~.. .
USDA-RD Predev;
DOE Reclaimed Water
$970,000.00
$:25,000.00
$197,797.00
n,192,797.00
Total Grants
,prlorPWfF'P~nl1tructIOtlt.of1n$
Non-Match Loan #1
Non-Match #2
Total PrIor PWTF PreConstructlon Loans
oatiS
This PWTF Loan Request
OthElr Loan #1
0.00
0.00
0.00
Public Works Board
$10,000,000.00
$5.000,000.00..
$10,311,013.00
$0.00
$0.00
$25,311,013.00
Other Loan #2
. Other Loan #3 .
Other Loan #4
Total Loans
ocii~Jltiu.
Local Revenue #1
Local Revenue #2
USDA-RD
DOE
Local Revenue #3
Rural Co. Sales Tax (PIF)
General Fund
2011 LGTO Bond Issue (Rural
.Co. Sales Tax (PIF} toward. .
bqnd payments.. .
$0;00
$816,000.00
$2,202,190.00
Local Revenue #4
Total Local Revenue
'Pt1J<< !#I/tiiil$. .
Other Funds #1
Other Funds #2
Total Other Funds
TOTAL PROJECT
FUNDING
$0.00
$3,018,190.00
$0.00
$0.00
$0.00
$29,522,000.00
Jefferson County
PC12-951-052
Page 25
10/27/2011
Construction Loan Contract
AITACHMENT II: AITORNEY'S CERTIFICATION
PUBLIC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
Jefferson County
PC12~951-052
I,
'D~v IP \"1./, f\ LVA R.E~
, hereby certify:
I am an attorney at law admitted to practice in the State of Washington and the duly appointed
attorney of the Jefferson County (the Contractor); and
I have also examined any and all documents and records which are pertinent to the Contract,
including the application requesting this financial assistance.
Based on the foregoing, it is my opinion that
1. The Contractor is a public body, properly constituted and operating under the laws of the
State of Washington, empowered to receive and expend federal, state and local funds, to
contract with the State of Washington. and to receive and expend the funds involved to
accomplish the objectives set forth in their application.
2. The Contractor is empowered to accept the Public Works Trust Fund financial assistance
and to provide for repayment of the loan as set forth in the Contract
3. There is currently no litigation in existence seeking to enjoin the commencement or
completion of the above-described public facilities project or to enjoin the Contractor from
repaying the Public Works Trust Fund loan extended by the Public Works Board with
respect to such project. TheGontractor is not a party to litigation which will materially affect
its ability to repay such loan on the terms contained in the Contract.
4. Assumption of this obligation would not exceedstatutoryand administrative rule debt
limitations applicable to the Contractor.
J2 - 7-2011
Date '
f 6 'foX
Address
!zz/), 'fo~ ~ lrINsgtlD \rill
J
q ~:s, f
Jefferson County
PC12-951-Q52
Page 26
10/27/2011
Construction Loan Contract
Washington State
Public Works Board
1011 Plum Street SE
Post om<e Box 42525
Olympia, Washingtuu 98SlJ4..2525
DATE:
September lS, 2011
SUBJECT:
2012 Public Works Trust Fund Construction Contract - Local Match
The 2012 Public Works Trust Fund Construction Contract changes the manner in which local match, the
"share" contributed by clients towards the total project cost, is addressed.
Section 1.9 Local Matching Share and Eligible Project Costs identifies a specific dollar amount, based on the
negotiated project budget, as the Contractor's local matching share.
This dollar amount is subject to change during the contract close out process.
The close out process occurs once the project is finished and the time of performance has ended.
Status at time of project close out (end of time of performance)
Non-distressed entities' local match minimum will be S percent of total eligible project costs.
Local Match Funding Interest Rate
5% 2%
10% 1%
15% 0.5%
The greater the local match, the lesser the interest rate.
-
Required Local Match Funding 5, 10, or 15% (lOA> 0%
Interest Rate 0.50%, 1%, or 2% 0.50% 0.25%
Construction Loan Cap per BiennIum $10 million $10 million $10 million
Length of Construction Loan' 20 years 30 years 30 years
LOAN TERMS
Non-Distressed
Distressed
Severely Distressed
1 For non-dlstressed communities, the loan rate Is based on the local match: 2% Interest rate with minimum of 5% local match;
1% Interest rate with minimum of 10% local match; and 0.5% Interest rate with minimum of 15% local match.
' The loan repayment period cannot exceed the life of the asset being constructed.
Economically distressed entities are defined as follows:
51%, or more, of the entitles' population household income Is at, or below 80% of the County Median
Household Income.
Severely ecanomically distressed entities are defined as follows:
51%, or more, of the entitles' population household income Is at, or below SOOAi of the County Median
Household income.
(360) 725-3150
Fax (360) 586-8440
www.pwb.wa.gov
A_ve services provided by the Washington Slate ~ent ofConunercc
There are four methods to qualify for distressed, or severely distressed, status:
1) US 2000 Census Data (http://censtats.census.gov/pub/Proflles.shtml)
2) Most recent Income survey documented since US 2000 Census from federal infrastructure programs
(USDA, CDBG, RCAC, and DWSRF).
Survey must encompass the entire jurisdiction that meets the PWTF distressed criteria.
3) An income survey taken after US 2000 Census that meets the minimum criteria set forth in the PWTF
Income Survey Instructions.
4) For county governments seeking distressed status under the PWTF criteria:
a) The statewide non-metropolitan average MHI may be applied (2000 Census @ $47,479.00).
b) Use the Washington State Office of Financial Management (OFM) Income Projection for the year of
application. Please visit http://www.ofm.wa.gov/economy/hhinc/default.asp.
For questions regarding these loan terms, please contact your Client Service Representative.
If your project qualifies for the incentives outlined in Section 1.11, then the following adjustments to either
the interest rate, or term, would apply:
Time of Performance Adlustment to Rate or Term Approv
60 Months No changes
48 Months Decrease rate by 0.25%* or increase term by 24 months**
36 Months Decrease rate by 0.50%* or Increase term by 60 months**
* At no point in time shall the minimum loan interest rate be less than O.~n Co. Pro r'8 Office
** The final loan term may not exceed the life of the asset.
Copies of this memo will be affixed to both the executed contract you receive as well as the executed
contract retained by the Public Works Board.
Board staff will continue to work with the Contracts Administration Unit throughout the life of your project
to ensure the highest quality standards of customer service are retained.
This memorandum is incorporated into and made part of the 2012 Construction Loan Agreement between
the below listed contractor and Public Works Board for the herein dee/ared project and listed contract
number.
For the Contractor For the Public Works Board
PC12-9S1-GS2
Contract Number
Port Hadlock Wastewater System John laRocque, Executive Director
Project Name
Jefferson County
Contractor Date
Signature for Contractor
Printed Name and TItle
Date