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HomeMy WebLinkAbout051319_ca06JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of Commissioners Philip Morley, County Administr for FROM: Mark McCauley, Central Se ces Director DATE: May 13, 2019 RE: AGREEMENT re: Public Infrastructure Project Funding: Quilcene Water Tank Project; Jefferson County Public Utility District (PUD); $106,000 STATEMENT OF ISSUE: On February 4, 2019, the Board of County Commissioners approved Resolution 13-19 approving the Public Infrastructure Board's recommendation to fund all six projects submitted for grant funding and to authorize the Central Services Director to draft grant agreements with the submitting public agencies. This request is for BOCC approval of one of those grant requests. ANALYSIS: In response to the PIF Board's Request for Proposals issued on December 12, 2018 five public agencies submitted six -project proposals. On February 22, 2019, the PIF Board evaluated all six projects and voted unanimously to recommend approval of all six. The BOCC subsequently approved the PIF Board's recommendation by approving Resolution 13-19 on March 4, 2019. Jefferson County PUD submitted a grant request to help fund their Quilcene Water Tank Project, which will help construct a 100,000 water tank that will provide Quilcene with commercial fire flow and an emergency water supply for the Quilcene School District during power outages. The attached grant agreement will enable this project to proceed. FISCAL IMPACT: Adequate funds are available in fund balance in Fund 306 to pay for the entire grant. Budget for this grant award was approved in the 1" Quarter supplemental budget appropriation. RECOMMENDATION: Approve the proposed Grant Agreement. Date PIF Grant Agreement — Quilcene Water Tank Project Grant Agreement by and Between Jefferson County and Jefferson County PUD 91 For Public Infrastructure Project Funding Quilcene Water Tank Project— Phase 1 Engineering, Design, Permitting WHEREAS, RCW 82.14.370 authorizes a sales and use tax to provide funding of public infrastructure projects; and WHEREAS, pursuant to RCW 82.14.370, Jefferson County has established the Public Infrastructure Fund and a program for its administration as codified in Jefferson County Code Chapters 3.28 and 3.36; and WHEREAS, the Quilcene Water Tank Project will contribute to the construction of a 100,000 gallon water tank and intertie capable of providing essential commercial fire flow for Quilcene to existing and new businesses as well as an emergency water source for the Quilcene School District during power outages. This project is important to the economic development of the Quilcene and all of Jefferson County; and WHEREAS, on February 22, 2019, the Public Infrastructure Fund Board recommended that the County approve a 100% grant to the Quilcene Water Tank Project for a grant total of $106,000; and WHEREAS, on March 4, 2019 the Jefferson County Board of Commissioners approved the Public Infrastructure Board's recommendation: NOW, THEREFORE, Jefferson County, a political subdivision of the State of Washington, hereinafter referred to as "County," and Jefferson County PUD 41, a public utility in Washington State, hereinafter referred to as "PUD," in consideration of the mutual benefits, terms, and conditions hereinafter specified, do hereby agree as follows: 1. Grant Commitment. A 100% grant of Public Infrastructure Funds is hereby made to the PUD for the Quilcene Water Tank Project. The approved maximum amount of the grant shall be $106,000. The grant ($106,000) shall be available based on submission of appropriate invoices pursuant to Section 3. 2. Project Description, Schedule and Budget. The Quilcene Water Tank Project will contribute to the construction of a 100,000 gallon water tank and intertie capable of providing essential commercial fire flow for Quilcene to existing and new businesses as well as an emergency water source for the Quilcene School District during power outages. The project will help preserve existing businesses and attract new ones, resulting in economic development. The Page 1 of 10 PIF Grant Agreement — Quilcene Water Tank Project project will also add resiliency to the community by providing fire flow which enhances survivability and safety. The project begins mid-year2019 and shall be completed by December 1, 2020. The grant funds $106,000 of the project's total cost of $1,719,000. 3. Payment. Expenses incurred for the work performed on the Quilcene Water Tank Project, as described herein, by the project's consultants, contractors, suppliers, or PUD staff shall be submitted to the PIF Administrator by the PUD using a detailed invoice. Project costs incurred prior to the execution of this grant agreement but after the February 22, 2019 approval by the Board of County Commissioners are eligible for reimbursement, if otherwise eligible. Each detailed invoice shall show individual items followed by the total amount incurred and the amount eligible for reimbursement under this grant. The PUD may submit such invoices to the County once per month during the course of the project for work completed. All invoices shall be submitted no later than 30 days after project completion. The PIF Administrator shall review and approve payment invoices. Payments will be limited to the monies that are available under the grant as described in Section 1. Such invoices, once approved, will be paid using the County's normal bill paying process and cycle. 4. Compliance with Laws. The PUD shall, in completing its project under this Grant Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations, applicable to the work to be completed under this Grant Agreement. 5. Indemnity. a. The PUD shall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the PUD in performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. b. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the PUD and the County, its officers, officials, employees, agents and volunteers, the PUD's liability, including the duty and cost to defend, hereunder shall be only to the extent of the PUD's negligence. c. It is further specifically and expressly understood that the indemnification provided herein constitutes the PUD's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. Page 2 of 10 PIF Grant Agreement — Quilcene Water Tank Project d. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Required Insurance Coverages. a. Commercial General Liability. 1) The PUD shall maintain commercial general liability coverage on a form acceptable to Jefferson County Risk Management for bodily injury, personal injury, and property damage, in an amount not less than two million dollars per occurrence ($2,000,000) and an -aggregate of not less than four million dollars ($4,000,000), for bodily injury, including death, and property damage. 2) The commercial general liability insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: i. Broad form property damage, with no employee exclusion; ii. Personal injury liability, including extended bodily injury; iii. Broad form contractual/commercial liability, including completed operations and product liability coverage; iv. Premises — operations liability (M&C); v. Independent contractors and subcontractors; and, vi. Blanket contractual liability. 3) The PUD's commercial general liability policy shall include employer's liability coverage. 4) The County and its elected officials, officers and employees shall be named as an additional insured party under this insurance policy. b. Automobile Liability. The PUD shall maintain business automobile liability insurance on a form acceptable to Jefferson County Risk Management with a limit of not less than a combined single limit of $1,000,000 each occurrence. Coverage shall include owned, hired, and non -owned automobiles. c. Worker's Compensation (Industrial Insurance). The PUD shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Risk Management, upon request. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the PUD. 1) The PUD shall provide Workers Compensation and Employer's Liability Insurance on a state approved policy form providing benefits as required by law with employer/s liability limits no less than $1,000,000 per accident or disease.. Page 3 of 10 PIF Grant Agreement — Quilcene Water Tank Project 2) This coverage shall extend to any contractor or subcontractor that does not have their own worker's compensation and employer's liability insurance. 7. The PUD expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. 8. General Insurance Requirements. a. Insurance coverage shall be evidenced by one of the following methods: i. Certificate of insurance; or, ii. Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. b. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or the PUD shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. C. Failure of the PUD to take out or maintain any required insurance shall not relieve the PUD from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. d. The PUD's insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect all the parties and shall be primary coverage for all losses covered by the above described insurance. e. Insurance companies issuing the PUD's insurance policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. f. All deductibles in the PUD's insurance policies shall be assumed by and be at the sole risk of the PUD. g. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to the PUD until the PUD shall furnish additional security covering such judgment as may be determined by the County. Page 4 of 10 PIF Grant Agreement — Quilcene Water Tank Project h. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any insurance policy the PUD shall provide to comply with this Agreement. The County may, upon the PUD's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the PUD. j. The PUD shall provide a copy of all insurance policies specified in this Agreement. k. Written notice of cancellation or change in the PUD's insurance required by this Agreement shall reference the project name and agreement number and shall be mailed to the County at the following address: Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368. 1. The PUD's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. in. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. n. The PUD's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. o. The PUD shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance coverage for subcontractors shall be subject to all the requirements stated in this Agreement. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. p. The PUD shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. q. The PUD shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re- insurers licensed in the State of Washington. Page 5of10 PIF Grant Agreement — Quilcene Water Tank Project Certificates of insurance as required by this Agreement shall be delivered to the County within fifteen (15) days of execution of this Agreement. To the extent a certificate of insurance lists or refers to any endorsements solely by name, description or number it shall be the responsibility of the PUD to obtain and provide to the Jefferson County Risk Management full and complete copy of the texts of such endorsements. The County shall be named as an "additional insured" on all insurance policies required by this Agreement. t. The PUD shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: i. The limits of coverage; ii. The project name and agreement number to which it applies; iii. The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368, and, iv. A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to the County. U. If the proof of insurance or certificate indicating the County is an "additional insured" to an insurance policy obtained by the PUD refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the PUD to obtain the full text of that endorsement and forward that full text to the County. 9. Independent Contractor. The PUD and the County agree that the PUD is an independent contractor with respect to the project to be completed pursuant to this Grant Agreement. Nothing in this Grant Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the PUD nor any employee of the PUD, nor any subcontractor of the PUD shall be entitled to any benefits accorded to County employees by virtue of their services on the project to be completed under this Grant Agreement. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the State industrial insurance program, or otherwise assuming the duties of an employer with respect to the PUD, or any employee, representative or agent of the PUD, or any contractor of the PUD. 10. Subcontracting Requirements. a. PUD Owns Contract Performance. The PUD is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The PUD assumes Page 6 of 10 PIF Grant Agreement — Quilcene Water Tank Project responsibility for and all liability for the actions and quality of services performed by any subcontractor. b. Subcontractor Disputes. Any dispute arising between the PUD and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the delivery of contracted goods and services. 11. Legal and Regulatory Compliance. While performing under this Agreement, the PUD, subcontractors, and their employees are required to comply with all applicable local, state and federal laws, codes, ordinances, and regulations, including but not limited to: a. Applicable regulations of the Washington Department of Labor and Industries, including WA-DOSH Safety Regulations; and, b. State and Federal Anti -Discrimination Laws. 12. Termination a. Termination by the County. i. Should the PUD default in providing services under this Agreement or materially breach any of its provisions, the County may terminate this Agreement upon ten (10) days written notice to the PUD. ii. The PUD shall have the right and opportunity to cure any such material breach within the ten (10) day period. iii. The County may terminate this Agreement upon immediate notice to the PUD in the event that the funding for the project ceases or is reduced in amount. The PUD will be reimbursed for services expended up to the date of termination. b. Termination by the PUD. i. Should the County, its staff, employees, agents and/or representatives default in the performance of this Agreement or materially breach any of its provisions, the PUD, at its option, may terminate this Agreement by giving ten (10) days written notice to the County representative. ii. The County shall have the right and opportunity to cure any such material breach within the ten (10) day period. C. Termination Without Cause. This Agreement may be terminated without cause at any time by either party subject to a sixty (60) day advance written notice of such termination to the other party. Page 7of10 PIF Grant Agreement — Quilcene Water Tank Project 13. No Harassment or Discrimination. The PUD and any contractors/subcontractors will not discriminate against any person in the performance of work under this agreement or in the selection and retention of employees or procurement of materials or supplies on the basis of age, sex, marital status, sexual orientation, religion, creed, color, national origin, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained guide dog or service animal by a person with a disability, unless based upon a bonafide occupational qualification. 14. Contract Expiration. This contract shall run until the project is complete and until the County has made all payments required under this Grant Agreement, except that the project must be completed no later than December 15, 2020, unless extended by mutual agreement. 15. Failure to Appropriate. The PUD acknowledges that the County may only appropriate monies for this grant in the current year and in a manner consistent with Paragraph 1 above. The County agrees to appropriate monies to fund this grant unless emergency circumstances prevent the County from doing so. Any monies to be paid by the County to the PUD for this grant are subject to appropriation by the County Commission. 16. Integrated Agreement. This Grant Agreement represents the entire and integrated agreement between the County and PUD and supersedes all prior negotiations, representations, or agreements written or oral. 17. Modification of this Agreement. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of all parties. 18. No Assignment. The PUD shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 19. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 20. No Third -party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. 21. Controlling Law. It is understood and agreed that this Agreement is entered into in the State of Washington. This Agreement shall be governed by and construed in accordance with the laws of the United States, the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of this Agreement. Page 8 of 10 PIF Grant Agreement — Quilcene Water Tank Project SIGNATURES APPEAR ON THE FOLLOWING PAGE Page 9 of 10 PIF Grant Agreement — Quilcene Water Tank Project IN WITNESS WHEREOF, the parties have caused this Grant Agreement to be executed this day of , 2019. Jefferson County Board of Commissioners Kate Dean, Chair ATTEST: Carolyn Galloway Deputy Clerk of the Board API Phil Chip Jefferson County PUD #1 Date Kevm Streett, Acting Date General Manager Date