HomeMy WebLinkAbout060319_ca06 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
Philip Morley, County Administrator //,2 q /�
s
FROM: Mark McCauley, Central ServDirector
DATE: June 3, 2019
RE: AGREEMENT re: Public Infrastructure Project Funding: Quilcene Water
Tank Project; Jefferson County Public Utility District(PUD); $155,000
STATEMENT OF ISSUE: On November 5, 2012,the Board of County Commissioners approved
Resolution 63-12 approving the Public Infrastructure Board's(PIF)recommendation to fund five projects
submitted for grant funding and to authorize the County Administrator to draft grant agreements with the
submitting public agencies. One of the projects approved was the Quilcene Commercial Fire Flow project
submitted by Jefferson County Fire District#2, subsequently adopted by the PUD. A draft agreement for
this project was developed but was never consummated by the parties, for a number of reasons.
ANALYSIS: On May 13, 2019,the Board of County Commissioners approved a second grant for this
same project in the amount of$106,000,bringing the total grant amount to $261,000.
The Quilcene Water Tank Project for Commercial Fire Flow will help construct a 100,000-gallon water
tank that will provide Quilcene with commercial fire flow and an emergency water supply for the
Quilcene School District during power outages.
FISCAL IMPACT: Budget for this grant award has been carried forward and is in the approved 2019
Fund 306 budget.
RECOMMENDATION: Approve the proposed Grant Agreement.
' -!I ' ED BY:
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°rip Morle P my Adn`nistrato Date
PIF Grant Agreement—Quilcene Water Tank Project - 2012
Grant Agreement by and Between
Jefferson County
and
Jefferson County PUD #1
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 November 5, 2012 the Jefferson County Board of Commissioners approved the
Public Infrastructure Board's recommendation to award a$155,000 grant in support of this
project; and
WHEREAS, a grant agreement was never consummated between the parties:
NOW, THEREFORE, Jefferson County, a political subdivision of the State of Washington ,
hereinafter referred to as "County," and Jefferson County PUD #1, 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
$155,000. The grant($155,000) 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
project will also add resiliency to the community by providing fire flow which enhances
survivability and safety.
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
The project begins mid-year 2019 and shall be completed by December 1, 2020.
The grant funds $155,000 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.
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.
d. The provisions of this section shall survive the expiration or termination of this
Agreement.
6. Required Insurance Coverages.
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
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..
2) This coverage shall extend to any contractor or subcontractor that does not have
their own worker's compensation and employer's liability insurance.
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
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.
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.
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
i. 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 coverage for third party liability claims provided to the
County by a "Risk Pool" created pursuant to Chapter 48.62 RCW or self-
insurance programs covering the County, its elected and appointed officers,
officials, employees, and agents.
m. 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.
r. 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,
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
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.
s. 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
responsibility for and all liability for the actions and quality of services performed
by any subcontractor.
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
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.
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
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
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.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
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PIF Grant Agreement—Quilcene Water Tank Project- 2012
IN WITNESS WHEREOF,the parties have caused this Grant Agreement to be executed this
day of , 2019.
Jefferson County Jefferson County PUD #1
Board of Commissioners // ee
LL
Kate Dean, Chair Date Kevin Streett, Acting Date
General Manager
ATTEST:
Carolyn Galloway Date
Deputy Clerk of the Board
APPROVED AS TO FORM:
n /
• C. l 5/2►iii
Philip C. Hunsucker Date
Chief Deputy Prosecuting Attorney
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