HomeMy WebLinkAboutPublic Utility District No. 1 (PUD) - 081621 CA signed or; 4010) tigA
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GRANTEE AGREEMENT WITH JEFFERSON COUNTY PUBLIC UTILITY
DISTRICT NO. 1 (PUD) FOR HELPING FINANCE THE PUD'S BROADBAND
PROJECT
This Grantee Agreement ("Agreement") is by and between Jefferson County, a Washington political
subdivision("County") and Jefferson County Public Utility District No. 1, ("Grantee").
WHEREAS, on March I I, 2021, President Biden signed the American Rescue Plan Act
(ARPA) into law; and
WHEREAS, the ARPA allows that funds received under the act can be used to promote
the development of broadband infrastructure; and
WHEREAS, the PUD, being a major provider of broadband interne connectivity in
Jefferson County, has a need for funds to increase broadband coverage within and throughout
Jefferson County; and
WHEREAS, the Jefferson County Board of Commissioners wishes to promote that
objective; and
NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated
herein by reference, and the terms and conditions set forth below, the parties agree as follows:
1. Effective Date and Term. This Agreement shall commence on when last executed
by the parties and remain in effect until December 31, 2021, unless terminated earlier by the
County in writing. Eligible expenses incurred prior to contract execution but not prior to March 1,
2021 are hereby ratified.
2. Grant Amount and Grantee's Use of Grant Funds. The Grantee shall ensure that the
any funds expended are eligible in accordance with the terms of the grant, to include the grant
Scope of Work. The Grant amount is $150,000.
3. Termination. The County may terminate this Agreement, for convenience or
otherwise and for no consideration or damages, upon prior notice to the Grantee.
4. Independent Grantee. Each party under this Agreement shall be for all purposes an
independent Grantee. Nothing contained herein will be deemed to create an association, a
partnership, a joint venture, or a relationship of principal and agent, or employer and employee
between the parties. The Grantee shall not be, or be deemed to be, or act or purport to act, as an
employee, agent, or representative of the County for any purpose.
5. Indemnification. The Grantee agrees to defend, indemnify and hold the County, its
officers,officials, employees,agents and volunteers harmless from and against any and all claims,
injuries, damages, losses or expenses including without limitation personal injury, bodily injury,
sickness, disease, or death, or damage to or destruction of property, which are alleged or proven
to be caused in whole or in part by an act or omission of the Grantee, its officers, directors.
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employees, and/or agents relating to the Grantees' performance orfailure to perform under this
Agreement. The section shall survive the expiration or termination of this Agreement.
h. Insurance. Prior tocoonmcnci work, the Grantee shall obtain ot its own cost and
expense the following insurance coverage specified below and shall keep such coverage in force
during the terms o[the Agreement.
Cnrnnncrciu| Automobile Liability Insurance providing bodily injury ondpropertydannuge
liability coverage for all owned and non-owned vehicles assigned to or used in the performance
of the work for a combined single limit of not less than $500,000 each occurrence with the County
named as an additional insured in connection with the Grantee's performance nfhis A^grocnocoL
This insurance shall indicate oo the certificate o[ insurance the following coverage: (o) ()wood
automobiles; <h> Hired uutoroobi\ra� and, (3) Non-owned automobiles.
Connnlcrciui (]encnd Liability. Insurance in an amount not icxo than u single iinob of
$|,0X)0,000 per occurrence and uou��ncguteo[not ksyU/mn tvvn (2) times the Occurrence un�uuot
(S2.000`000.00 noiuio`um) for bodily injury, inciuding dcu]b and property darouge, uu|eoo a
greater amount is specified in the contract specifications.
The commercial general liability insurance coverage shall contain no limitations on the scope of
the protection provided and include the following minimum coverage:
a. Broad Form Property , with no employee exclusion,
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h. Personal Injury Liability, including extended bodily Injury,
C. Broad Form Contractual/Commercial LiubUiry — inc|uJinzcoverugo for products
and completed operations,
d. p,urnixco —(�pcoodons Liability (M6LC);
c. Blanket Contractual Liability.
The County shall be narned as an "additional named insured" under all insurance policies required
by this Agreement, except Professional LiuhUih/ Insurance when not allowed by the iuxurcr, and
shall include u provision prohibiting cancellation u[said policy czoopt upon thirty (3O) days prior
written notice to the County.
Such insurance coverage shall be evidenced by one ofthe fb|iuvving methods: (o) Certificate of
Insurance; or, (b) Self-insurance through an irrevocable Lcttc,ofCncdi{ from oqua|ified financial
iomdLudno.
The Grantee shall furnish the County with property executed certificates u[ insurance that, utu
minimum, xboU include: (a) The limits ofnvcrugc� (h) The project name to which it applies', (c)
The certificate holder as Jefferson County. Washington and its r|cutcd officials, officers, and
employees with the address of Jefferson County Risk MunugcnncnL P.O. Box 1220, Port
Townsend, VY/\ 983hK. and, (d) A statement that the insurance policy shall not be canceled or
a|iovvcd to expire except on thirty (30) dayx prior written notice tothe County. If the proof of
insurance or certificate indicating the County is an "additional insured" to u policy obtained by
that endorsement, then it shall be the obligation of the Grantee to obtain the full text of that
endorsement and forward that full text to the County. Certificates of coverage as required by this
section shall be delivered to the County within fifteen (15) days of execution of this Agreement.
Failure of the Grantee to take out or maintain any required insurance shall not relieve the Grantee
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.
The Grantee'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, with the exception of Professional Liability Insurance, so affected shall
protect all the parties and shall be primary coverage for all losses covered by the above described
insurance.
Insurance companies issuing the Grantee'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.
All deductibles in the Grantee's insurance policies shall be assumed by and be at the sole risk of
the Grantee.
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 Grantee shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense
expenses.
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
Grantee until the Grantee shall furnish additional security covering such judgment as may be
determined by the County.
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
Grantee shall provide to comply with this Agreement.
The County may, upon the Grantee's failure to comply with all provisions of this Agreement
relating to insurance, withhold payment or compensation that would otherwise be due to the
Grantee.
The Grantee shall provide a copy of all insurance policies specified in this Agreement.
Written notice of cancellation or change in the Grantee'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.
The Grantee'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.
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Any failure to 000�`|y with reporting provisions of the insurance policies shall not affect coverage
provided to the County, its officers, officials, colp|uyeco, or agents.
The (}ruotec`a insurance shall apply separately to each insured against vvhoon c|uicu is made or
suit is brought, except with respect to the |icnde of the insurer's liability.
The Gnnotcc shall include all Sub-Grantees as insured under its insurance policies orshall furnish
xcpurutc certificates and cndocncnuco1m for each 8ub-{}ruuicc. All insurance coverage for Sub-
Grantees 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.
The (}ruutcc shall rnuio1uiu all required insurance policies in [bccc from the d000 ocn/icex
corunzenoc until services are completed. Certificates, insurance policies, and endorsements
expiring hofnrc completion of services xboU be promptly replaced. All the ioxucnnuc policies
� required by this Acr�cnocn� xhnU provide duvu prior to cancellation, suspension.,� ~ ` ~ ,
reduction or mnatodu| change in the policy, notice of same shall be given to the County P5ok
Manager by registered rouii ,ctuun receipt requested.
The Grantee shall place insurance with insurers licensed to do business in the State n[Washington
and hnvinQA.M. Best Company ratings of no less than A-, with the exception that ezucxs and
umbrella coverage used to nnoct the requirements for limits ofliability or gaps in coverage need �
not he placed with insurers or re-insures licensed in the State of Washington.
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The County rcncrvc* the right to request additional insurance on an individual basis for extra
hazardous contracts and specific service u�reenncn�.
7. Worker's Compensation (Industrial lnxuruncc).
The Grantee xhu|| maintain vvorkcm` connpcu*adnu insurance at its uvvn expense, as
required hy Title 5| RCVV, for the term o[\hisA�rccmcnt and mbuUprovide evidence ofcoveruge
to Jefferson County Risk Management, upon request.
Worker's compensation insurance covering all employees with limits nocodng all
applicable state and federal |uvvs. This coverage shall include Employer's Liability with |iouks
ncctip� allapplicable oiohcund federal la
ws.
This coverage akuU extend to any Sub-Gruntec that does not have their own worker's
compensation and employer's liability insurance.
The Grantee expressly vvajvcu by nnuUuo\ uc�otiu1ion all 'immunity and limitations on
liability, with respect to the County, under any iuduaUiu1 insurance act, disability benefit oci` o,
other employee hooeUt act o[any jurisdiction which would otherwise be applicable in the cumc
o[such claim.
If the County incurs any costs to enforce the provisions of this subsection, all cost and fees
shall bc recoverable fiuno the Grantee.
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8. Compliance with Laws. Guidelines. The Grantee sbd| comply with all federal,
state, and local |uv/o and all requirements (including certifications and audits), to the extent
applicable, when seeking Reimbursement.
9. Maintenance and Audit of Records. The {}:untrc shall maintain records, books,
dnconncn\x, and other materials ro|evuui to its performance under this /\grcenucuL These records
shall be subject to inspection, review and audit by the County nrits designee, the Washington
State Auditor's {Jffico. if it is determined during the course of the audit that the Grantee was
reimbursed for unu)|nv/uh|o costs under this Agreement or any, the Grantee agrees to promptly
reimburse the County for such payments upon request.
lU. Notices. Any notice desired ur required Lohe given hereunder shall hciowriting,
and shall bc deemed received five(5)days after deposit with the D.S. Postal Service, postage fully
prepaid, certified mail, return receipt requested, and addressed <o the party to which iiixintended
at its last kuovvo address, or to xucb other person or address as either party obuU designate to the
other from time to time in writing forwarded in like n000ncc
(}rautcc
Kevin 8|roc|t
General Manager
Jefferson County Public Utility District No. |
3|0 Four Corners Road
Port Townsend, W/\ 98368
Jefferson County �
Mark McCauley �
Interim County Administrator �
Jefferson County Courthouse
|820 Jefferson Street
Port Townsend, W/\ 983b8
11. Improper Influence. Each party v/xrrnuim that it did not and will not employ, retain, or
contract with any person orentity onu contingent compensation basis for the purpose o[seeking,
obtaining, maintaining, or extending this f\gzccnocnL Each party agrees, vvocrauix` and represents
that no gratuitywbutsocvczbunbccnorn/iUo[De,cdnrcouferrcdv/bbavicvvk`n/urdsuhtuin ,
maintaining, or extending this Agreement.
12. Conflict of Interest. The cicc\cd and appointed nOiciu|a and unp|oyu:a of the pm1icu
shall not have any personal interest, direct orindirect, which �i`cx hsc (nucouOiciofintcocaL
|l Time. Time ixn[the essence in this /\�recnncni
14. Survival. The provisions o[ this y\crccmunt that by their sense and purpose should
survive expiration or termination of this Agrccnncn1 ohoU uu survive. Those provisions include
without limitation Indemnification and Maintenance and Audit of Records.
15. Amendment. No amendment or modification to this Agreement will he effective
without the prior written consent of the authorized rcprcmuntativcsofthe parties.
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16. Governing Law, \/cuuC. This Agreement will be governed iu all respects hythe bvy
of Washington state, both as to interpretation and performance, without regard to cnnOidanf|uvv
or choice of law provisions. Any action arising out of or in connection with this Agreement may
be instituted and maintained only in o court of competent jurisdiction in Jefferson County,
Washington orno provided hy RLCVV 36.01.050.
17. Non-Waiver. No tui8u,c on the part of the County to exercise, and no delay in
exercising, any right hereunder ohoU operate as o wavier thereof, nor sbo|| any single or pudiu|
exercise by the County of any right hereunder preclude any other or further exercise thereof orthe
exercise o[any other right. The remedies herein provided are cumulative and not cxc|uuivoofany
remedy available io the County ut law ociu equity.
18. Uinding Effect. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors,
19. Assignment. Neither party whuU assign or transfer any of its interests iu or obligations
under this Agreement without the prior written consent of the other party.
20. Entire /\g7ccnocoL This Agreement constitutes the entire ogrcecncni hcivvccn the
County and the Grantee for the use of funds received under this Agreement and it supersedes all
prior or contemporaneous communications and proposals, whether electronic, oral, or written
between the parties with respect b/ this Agreement.
21. No Third-Party Beneficiaries. Nothing herein ohuU or be dcconcd /o create or confer
any right, action, or benefit in, to, or on the part o[any person or entity that io not oparty to this
/\greonueuL This provision sbuJ| not |inzi< any obligation which either party has to the Washington
State Department ufCommerce of tbcac grant funds, including the obligation tn provide access to
records and cooperate with audits ux provided io this Agreement.
22. Btvcruhi|iiy. ln the event that one or more provisions n[this Agreement shall be determined
to be invalid by ally Court ofcompetentjurisdiction or agency having Jurisdiction thereof,the remainder
of this Agreementshai ccnuuin in Od| force and effect and the invalid provisions xbaU be deemed
deleted.
23. Counterparts. This Ao,ccnnen\ may be executed in couotcrparty, any ofwhich mhuU he
deemed an original but all of which together shall constitute one and tile same instrument. �
24. Authorization. Each party warrants to the other party, that the poconn executing this �
Agreement nn its behalf has the full power and authority k` doso. �
25. Public Records Act. Notwithstanding any provisions o[this Agreement iothe contrary, �
to the extent any record, including any electronic, uudio, paper or other media, in required to be �
kept or indexed as a public record in accordance with the Washington Public Records Act,Chapter �
42.56 RCW (as may be amended), tile Grantee agrees to maintain all records constituting public i
records and to produce or assist the County in producing such rccordx wiibinthchnnckun�cyond
, �
parameters set forth in state |uvv. The Grantee also agrees that upon receipt of any written public �
record request, Grantee shall, within two business days, notify the County by providing a copy of
the request per the notice provisions u[this Agreement.
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(SIGNATURES APPEAR ON THE NEXT PAGE)
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IN WITNESS WHEREOF, this Agreement is executed and shall become effective as of the last date signed
below.
BY THE AUTHORITY GRANTED TO THE JEFFERSON COUNTY PUBLIC UTILITY
INTERIM COUNTY ADMINISTRATOR BY THE DISTRICT NO. 1
BOARD OF COUNTY COMMISSIONERS OF
JEFFERSON COUNTY,WASHINGTON ON By: '
JULY 26 AND AUGUST 2,2021
Name: Ao 54- t' ec bATE Evisio?I
By.Mark McC ey DATE
Interim C nty Administrator
SEALA
, cf)
ATTEST:
0444 (-2KARI'veil it 'a
Carolyn C4dluway RYA T E
Clerk of the Board
Approved as o form()illy:
in 1-4
• ,
4.,
August 16, 2021
Philip C. Hunsucker DATE
Chief Civil Deputy Prosecuting Attorney
ATTACHMENT A
SCOPE OF WORK
June 1st 2021
To: Mark McCauley &
Jefferson County Board of Commissioners
1820 Jefferson Street
Port Townsend, WA 98368
RE: American Rescue Plan Funding Request
Thank you for the invitation to submit this request for a portion of the County's American
Rescue Plan Act funding. As you are aware, the PUD is the planning stages for a massive
effort to expand access to broadband across Jefferson County.
The PUD has already submitted one federal grant request for $12.6 million and is currently
developing another in the $25 million-dollar range. These two grants, if awarded, would
allow us to build fiber to the majority of rural residents in our service territory. We are also
pursuing smaller state grants to pick up other under and unserved pockets in the northern
half of our service territory.
Why then ask for funding for broadband if the PUD is already pursuing tens of millions in
federal funding? As I explained to our own elected board, the end price tag of our
endeavor into broadband is very likely to equal or exceed the price we paid to purchase
the electric utility in 2013. It would be a cliché to say that anything helps, but in this case,
everything helps. COVID-19 proved to all that broadband is an essential utility service. Your
investment of$150,000 in our endeavor, especially in this early stage, will only help to
better position us for future buildouts and funding eligibility. The more community buy-in
and partnership we can show, the stronger our position will be.
My own commissioners and I greatly appreciate the generosity and camaraderie the
County has shown in its willingness to share federal recovery funding with the PUD and
other local agencies during the last year. Thank you for your consideration of our request.
Please let me know if you have any questions or would like additional information.
Sincerely,
Kevin Streett
General Manager
CONTRACT REVIEW FORM
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Jefferson County Public Utility District No. 1 ARPA PUD Broadband
(Name of Contractor/Consultant) Contract No.
COUNTY DEPARTMENT: County Administrator
Contact Person: Mark McCauley
Contact Phone: 360-385-9130
Contact email:
AMOUNT: $150,000 PROCESS:
� Exempt from Bid Process
Revenue: N/A _ Cooperative Purchase
Expenditure: $150,000 — Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s) of Matching Funds N/A Vendor List Bid
_ RFP or RFQ
Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES COMPLIANCE WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ❑ N/A:ICI Mark McCauley Dat'eai202908tl13Y10.32:0700Y 8-13-21
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: ❑ N/A: ❑ Mark McCauley Datle I20r08tl13Y70:33:Bc0700Y 8-13-21
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 8/13/2021.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 8/17/2021.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
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