HomeMy WebLinkAboutPublic Works Board - Construction Loan Contract for Zone 3 Reservoir Storage Tank CONTRACT FACE SHEET
Contract Number: PC22-96103-049
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
1. Contractor 2. Contractor Doing Business As (optional)
City of Pasco
525 N. Third Avenue
PO Box 293
Pasco, WA 99301
N/A
3. Contractor Representative 4. Public Works Board Representative
N/A N/A
5. Contract Amount 6. Funding Source 7. Contract Start
Date
8. Contract End
Date
$10,000,000 Federal: State: Other:
N/A:
Contract Execution
Date
June 1, 2041
9. Federal Funds (as applicable)
N/A
Federal Agency
N/A
CFDA Number
N/A
10. Tax ID # 11. SWV # 12. UBI # 13. DUNS #
N/A SWV0007164-00 113-001-926 N/A
14. Contract Purpose
Fund a project of a local government for the planning, acquisition, construction, repair, reconstruction,
replacement, rehabilitation, or improvement of streets, roads, bridges, drinking water systems, stormwater
systems, sanitary sewage systems, or solid waste facilities, including recycling facilities.
The BOARD, defined as the Washington 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 as of
the date and year last written below. The rights and obligations of both parties to this Contract are governed by
this Contract and the following other documents that are incorporated by reference: Contract Terms and
Conditions including Declarations Page; and Attachment I: Attorney’s Certification.
FOR THE CONTRACTOR FOR PUBLIC WORKS BOARD
Signature
Dave Zabell
Print Name
City Manager
Title
Date
Kathryn A. Gardow, Public Works Board Chair
Date
APPROVED AS TO FORM ONLY
_September 22, 2021___________________________
Dawn C. Cortez
Assistant Attorney General
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10/22/2021 | 3:33 PM PDT
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DECLARATIONS
CLIENT INFORMATION
Legal Name: City of Pasco
Loan Number: PC22-96103-049
PROJECT INFORMATION
Project Title: Zone 3 Reservoir Storage Tank
Project City: Pasco
Project State: Washington
Project Zip Code: 99301
LOAN INFORMATION
Loan Amount: $10,000,000
Total Estimated Cost: $10,000,000
Total Estimated Project Funding: $10,000,000
Loan Forgiveness % (if applicable): 0%
Loan Term: 20
Interest Rate: 0.94%
Payment Month: June 1st
Loan Reimbursement Start Date: August 6, 2021
Time of Performance 60 months from Execution Date of this Contract to Project
Completion.
SPECIAL TERMS AND CONDITIONS GOVERNING THIS LOAN AGREEMENT
LOAN SECURITY CONDITION GOVERNING THIS LOAN AGREEMENT
This loan is a revenue obligation of the CONTRACTOR payable solely from the net revenue of the Domestic Water
system. Payments shall be made from the net revenue of the utility after the payment of the principal and interest on any
revenue bonds, notes, warrants or other obligations of the utility having a lien on that net revenue. As used here, “net
revenue” means gross revenue minus expenses of maintenance and operations. The BOARD grants the CONTRACTOR
the right to issue future bonds and notes that constitute a lien and charge on net revenue superior to the lien and charge
of this loan agreement.
SCOPE OF WORK
The Zone 3 Reservoir Storage Tank project designs and constructs an approximately 3.5 -million-gallon (MG) potable
water storage reservoir.
The project costs may include but are not limited to: engineering, cultural and historical resources, environmental
documentation, review, permits, public involvement, bid documents and construction. The project needs to meet all
applicable Local, State, and/or Federal standards.
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TABLE OF CONTENTS
CONTRACT TERMS AND CONDITIONS ................................................................................. 1
Part 1. SPECIAL TERMS AND CONDITIONS ........................................................................ 1
1.1 Definitions .............................................................................................................................1
1.2 Authority ................................................................................................................................1
1.3 Purpose .................................................................................................................................1
1.4 Order of Precedence ............................................................................................................1
1.5 5- year deferral for start-up systems ..................................................................................2
1.6 Competitive Bidding Requirements ...................................................................................2
1.7 Default in Repayment ...........................................................................................................2
1.8 Investment Grade Audit .......................................................................................................2
1.9 Sub-Contractor Data Collection ..........................................................................................2
1.10 Eligible Project Costs ...........................................................................................................2
1.11 Historical and Cultural Resources ......................................................................................3
1.12 Performance Incentives .......................................................................................................3
1.13 Project Completion Amendment and Certified Project Completion Report ...................4
1.14 Project Signs .........................................................................................................................4
1.15 Rate Loan Forgiveness and Term of Loan.........................................................................5
1.16 Recapture ..............................................................................................................................5
1.17 Reimbursement Procedures and Payment ........................................................................5
1.18 Repayment ............................................................................................................................6
1.19 Reports ..................................................................................................................................7
1.20 Termination for Cause .........................................................................................................7
1.21 Termination for Convenience ..............................................................................................7
1.22 Time of Performance ............................................................................................................7
1.23 Contract Suspension ...........................................................................................................7
1.24 Special Conditions ...............................................................................................................8
1.25 Loan Security ........................................................................................................................8
Part 2. GENERAL TERMS AND CONDITIONS ...................................................................... 9
2.1 DEFINITIONS ..........................................................................................................................9
2.2 Allowable Costs .....................................................................................................................9
2.3 ALL WRITINGS CONTAINED HEREIN .................................................................................9
2.4 AMENDMENTS .......................................................................................................................9
2.5 AMERICANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336, also
referred to as the “ADA” 28 CFR Part 35 .....................................................................................9
2.6 APPROVAL .............................................................................................................................9
2.7 ASSIGNMENT ...................................................................................................................... 10
2.8 ATTORNEYS’ FEES ............................................................................................................ 10
2.09 CODE REQUIREMENTS .................................................................................................... 10
2.10 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ............................................. 10
2.11 CONFORMANCE ................................................................................................................ 10
2.12 CONFLICT OF INTEREST.................................................................................................. 11
2.13 COPYRIGHT PROVISIONS ................................................................................................ 11
2.14 DISALLOWED COSTS ....................................................................................................... 11
2.15 DISPUTES ........................................................................................................................... 12
2.16 DUPLICATE PAYMENT ..................................................................................................... 12
2.17 GOVERNING LAW AND VENUE ....................................................................................... 12
2.18 INDEMNIFICATION ............................................................................................................ 12
2.19 INDEPENDENT CAPACITY OF THE CONTRACTOR ...................................................... 13
2.20 INDUSTRIAL INSURANCE COVERAGE ........................................................................... 13
2.21 LAWS .................................................................................................................................. 13
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2.22 LICENSING, ACCREDITATION AND REGISTRATION .................................................... 13
2.23 LIMITATION OF AUTHORITY ............................................................................................ 13
2.24 Local Public Transportation Coordination ..................................................................... 13
2.25 NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ............................................... 13
2.26 PAY EQUITY ....................................................................................................................... 13
2.27 POLITICAL ACTIVITIES ..................................................................................................... 14
2.28 PREVAILING WAGE LAW ................................................................................................. 14
2.29 PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION .............................. 14
2.30 PUBLICITY .......................................................................................................................... 14
2.31 RECAPTURE ...................................................................................................................... 14
2.32 RECORDS MAINTENANCE ............................................................................................... 15
2.33 REGISTRATION WITH DEPARTMENT OF REVENUE .................................................... 15
2.34 RIGHT OF INSPECTION .................................................................................................... 15
2.35 SAVINGS ............................................................................................................................ 15
2.36 SEVERABILITY .................................................................................................................. 15
2.37 SUBCONTRACTING .......................................................................................................... 15
2.38 SURVIVAL .......................................................................................................................... 16
2.39 TAXES ................................................................................................................................. 16
2.40 TERMINATION FOR CAUSE ............................................................................................. 16
2.41 TERMINATION FOR CONVENIENCE ............................................................................... 16
2.42 TERMINATION PROCEDURES ......................................................................................... 16
2.43 TREATMENT OF ASSETS ................................................................................................. 17
2.44 WAIVER .............................................................................................................................. 17
ATTACHMENT I: ATTORNEY’S CERTIFICATION .............................................................. 189
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CONTRACT TERMS AND CONDITIONS
PUBLIC 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. “Contract” shall mean this Construction Loan Contract.
B. “Contractor” shall mean the local government identified on the Contract Face Sheet performing
service(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.
D. "Declarations " and "Declared" shall refer to the project information, loan terms and conditions as stated
on the Declarations Page of this Loan Contract, displayed within the Contract in THIS STYLE for easier
identification.
1.2 Authority
Acting under the authority of Chapter 43.155 RCW, the BOARD has awarded the Contractor a Public Works
Board construction loan for an approved public works project.
1.3 Purpose
The BOARD and the Contractor have entered into this Contract to undertake a local publ ic works project
that furthers the goals and objectives of the Washington State Public Works Program. The project will be
undertaken by the Contractor and will include the activities described in the SCOPE OF WORK shown on
the Declarations page. The project must be undertaken in accordance with the loan terms and conditions,
and all applicable federal, state and local laws and ordinances, which are incorporated by reference.
1.4 Order of Precedence
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
A. Applicable federal and state of Washington statutes and regulations.
B. Special Terms and Conditions including attachments.
C. General Terms and Conditions.
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1.5 5- year deferral for start-up 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 written request to the
BOARD requesting a 5-year deferral for an eligible system. The BOARD may approve the deferral request.
Interest accrues for the aforementioned sixty (60) m onths. 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.
1.6 Competitive Bidding Requirements
The Contractor shall comply with the provisions of RCW 43.155.060 regarding competitive bidding
requirements for projects assisted in whole or in part with money from the Public Works Program.
1.7 Default in Repayment
Loan repayments shall be made on the loan in accordance with Section 1.18 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 (1st) day past the due date. The penalty will be
assessed on the entire payment amount. The penalty will be one percent (1%) per month or twelve percent
(12%) per annum. The same penalty terms shall apply at project completion if the repayment of loan funds
in excess of eligible costs are not repaid at the time of the Project Completion Amendment is submitted, as
provided for in Section 1.13.
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 c reditors of the Contractor of such
delinquency.
The Contractor shall be responsible for all legal fees incurred by the BOARD in any action undertaken to
enforce its rights under this section.
1.8 Investment Grade Audit
For projects involving repair, replacement, or improvement of a wastewater treatment plant, or other public
works facility for which an investment grade audit is obtainable, Contractor must undertake an investment
grade audit.
Costs incurred as part of the investment grade audit are eligible project costs.
1.9 Sub-Contractor Data Collection
Contractor will submit reports, in a form and format to be provided by the BOARD and at intervals as agreed
by the parties, regarding work under this Contract performed by sub-contractors and the portion of the
Contract funds expended for work performed by sub-contractors, including but not necessarily limited to
minority-owned, women-owned, and veteran-owned business sub-contractors. “Sub-Contractors” shall
mean sub-contractors of any tier.
1.10 Eligible Project Costs
The Eligible project costs must consist of expenditures eligible under Washington Administrative Code
(WAC) 399-30-030 and be related only to project activities described in the declared SCOPE OF WORK.
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Eligible costs for reimbursement shall be construed to mean expenditures incurred and paid, or incurred
and payable within thirty (30) days of the reimbursement request. Only costs that have been incurred on or
after LOAN REIMBURSEMENT START DATE shown in the Declarations are eligible for reimbursement
under this Contract. Eligible costs will be paid according to an approved budget up to the maximum amount
stated on the Contract Award or Amendment Face Sheet.
The Contractor assures compliance with WAC 399-30-030, which identifies eligible costs for projects
assisted with Public Works Board loans.
These terms supersede the terms in Section 2.2. Allowable Costs.
1.11 Historical and Cultural Resources
Prior to commencing construction, Contractor shall complete the requirements of Governor’s Executive
Order 21-02, or, as an alternative to completion of Governor’s Executive Order 21-02, Contractor shall
complete Section 106 of the National Historic Preservation Act, as applicable. Contractor agrees that the
Contractor is legally and financially responsible for compliance with all laws, regulations, and agreements
related to the preservation of historical or cultural resources and agrees to indemnify, defend and hold
harmless the BOARD and the State of Washington in relation to any claim related to such historical or
cultural resources discovered, disturbed, or damaged as a result of the project funded by this Contract.
In addition to the requirements set forth in this Contract, Contractor shall, in accordance with Governor’s
Executive Order 21-02, coordinate with the Washington State Department of Archaeology and Historic
Preservation (DAHP), including any recommended consultation with any affected tribe(s), during project
design and prior to construction to determine the existence of any tribal cultural resources affected by the
proposed project funded by this Contract. Contractor agrees to avoid, minimize, or mitigate impacts to
cultural resource as a continuing pre-requisite to receipt of funds under this Contract.
The Contractor agrees that, unless the Contractor is proceeding under an approved historical and cultural
monitoring plan or other memorandum of agreement, if historical or cultural resources are discovered during
construction, the Contractor shall immediately stop work and notify the local historical preservation officer
and the state's historic 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 tribe’s cultural staff or committee.
The Contractor shall require this provision to be contained in all sub-contracts for work or services related to
the declared SCOPE OF WORK.
In addition to the requirements set forth in this Contract, Contractor agrees to comply with RCW 27.44.040
regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW
68.60 regarding Abandoned and Historic Cemeteries and Historic Graves; and, WAC 25-48 regarding
Archaeological Excavation and Removal Permits.
Completion of the Section 106 of the National Historic Preservation Act shall substitute for completion of
Governor’s Executive Order 21-02.
In the event that the Contractor finds it necessary to amend the SCOPE OF WORK, the Contractor may be
required to re-comply with Governor’s Executive Order 21-02 or Section 106 of the National Historic
Preservation Act.
1.12 Performance Incentives
The Contractor shall complete the project no later than sixty (60) months after the date of Contract
execution.
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Should the Contractor submit the Certified Project Completion Report 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 of one percent (0.25%).
Should the Contractor submit the Certified Project Completion Report within thirty-six (36) months of the
date of Contract execution, the Contractor may choose one of the following two incentives upon project
completion:
Option C: The repayment period 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%).
Once an option is selected, the Contract shall be modified 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 remaini ng payments beginning from
the date the Project Completion report is certified.
1.13 Project Completion Amendment and Certified Project Completion Report
The Contractor shall complete a Certified Project Completion Report when all activities identified in the
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 described in the declared SCOPE OF WORK, is complete and,
if applicable, meets required standards.
B. A certified statement of the actual dollar amounts spent, from all funding sources, in completing the
project as described in the SCOPE OF WORK.
C. Certification that all costs associated with the project have been incurred and have been accounted for.
Costs are incurred when goods and services are received and/or Contract work is performed.
D. A final voucher for the remaining eligible funds.
E. Pictures of Completed Project.
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 activities identified in the SCOPE OF WORK and the BOARD's receipt
and acceptance of the Certified Project Completion Report.
The Project Completion Amendment shall serve as an amendment to this Contract determining the final
loan amount, local share, term, and interest rate.
1.14 Project Signs
If the Contractor displays, during the period covered by this Contract, signs or markers identifying those
agencies participating financially in the approved project, the sign or marker must identify the Washington
State Public Works Board as a participant in the project.
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1.15 Rate Loan Forgiveness and Term of Loan
The BOARD shall loan the Contractor a sum not to exceed the LOAN AMOUNT shown on the Contract
Face Sheet and declared on the Contract Declarations Page. The interest rate shall be the declared
INTEREST RATE per annum on the outstanding principal balance. The amount of loan forgiveness (if
applicable) shall be as stated on the attached Declarations Page, and identified therein as LOAN
FORGIVENESS %. The length of the loan shall not exceed the declared LOAN TERM in years, with the
final payment due by the CONTRACT END DATE as shown on the Contract Face Sheet.
The loan forgiveness shall be applied at project completion and shall apply to the lesser of the loan amount
or the actual eligible costs and that declared percent on any accrued interest. The percent of loan
forgiveness and interest rate shall not be changed, regardless of the actual cost of the project and the
Affordability Index at project completion.
1.16 Recapture
The right of recapture under Section 2.31. Recapture shall exist for a period not to exceed six (6) years
following Contract termination. In the event that the Board is required to institute legal proceedings to
enforce the recapture provision, the BOARD shall be entitled to its costs, including attorney’s fees.
1.17 Reimbursement Procedures and Payment
If funding or appropriation is not available at the time the invoice is submitted, or when this Contract is
executed, the issuance of warrants will be delayed or suspended until such time as funds or appropriation
become available. Therefore, subject to the availability of funds, warrants shall be issued to the Contractor
for reimbursement of allowable expenses incurred by the Contractor while undertaking and administering
approved project activities in accordance with the declared SCOPE OF WORK.
The BOARD shall reimburse the Contractor for eligible project expenditures up to the maximum loan
amount under this Contract, as identified in Section 1.10. When requesting reimbursement for costs
incurred, the Contractor shall submit all Invoice Vouchers and any required documentation electronically
through the Department of Commerce’s (COMMERCE) Contracts Management System (CMS), which is
available through the Secure Access Washington (SAW) portal; referencing the SCOPE OF WORK project
activity performed, and any appropriate documentation such as bills, invoices, and receipts. If the
Contractor has constraints preventing access to COMMERCE’s online A-19 portal, a hard copy A-19 form
may be provided by the BOARD Project Manager upon request.
Requests for reimbursements for costs related to construction activities will not be accepted until the
Contractor provides:
Proof of compliance with Governor’s Executive Order 21-02 or Section 106 of the National Historic
Preservation Act, as described in Section 1.11, and
Signed Public Works Board Notice of Contract Award and Notice to Proceed, which follows the
formal award of a construction contract.
The BOARD will pay the Contractor upon acceptance of the work performed and receipt of properly
completed invoices. Invoices shall be submitted to the BOARD 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.
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The BOARD may, at its sole discretion, terminate the Contract or withhold payments claimed by the
Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition of
this Contract.
No payments in advance or in anticipation of services or supplies to be provided under this Contract shall
be made by the BOARD.
BOARD shall not release the final five (5) percent of the total grant amount until acceptance by BOARD of
project completion report.
Duplication of Billed Costs. If the Contractor is entitled to payment or has been or will be paid by another
source for an eligible project cost, then the Contractor shall not be reimbursed by the BOARD for that cost.
Disallowed Costs. The Contractor is responsible for any audit exceptions or disallowed costs incurred by its
own organization or that of its subcontractors.
In no event shall the total Public Works loan exceed 100% of the eligible actual project costs. At the time of
project completion, the Contractor shall submit to the BOARD a Project Completion Amendment certifying
the total actual project costs and local share. The final Public Works loan disbursement shall bring the total
loan to the lesser of 100% of the eligible project costs or the total declared LOAN AMOUNT. The Project
Completion Amendment 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 identified in the Project Completion Amendment indicate that the Contractor
has received Public Works Board monies in excess of 100.00% of eligible costs, all funds in excess of
100.00% shall be repaid to the Board by payment to the Department of Commerce, or its successor,
together with the submission of the Project Completion Amendment.
1.18 Repayment
Loan repayment installments are due on the day and month identified under the term: PAYMENT MONTH
on the Declarations Page. Payments are due each year during the term of the loan beginning one year
from the date of Contract execution. Interest only will be charged for this payment if a warrant is issued
prior to this date. All subsequent payments shall consist of principal and accrued in terest due on the
specified PAYMENT MONTH date of each year during the remaining term of the loan.
Repayment of the loan under this Contract shall include the declared INTEREST RATE per annum based on
a three hundred and sixty (360) day year of twelve (12) thirty (30) day months. Interest will begin to accrue
from the date each warrant is issued to the Contractor. The final payment shall be on or before the
CONTRACT END DATE shown on the Declarations page, of an amount sufficient to bring the loan balance
to zero.
In the event that the BOARD approves the Contractor's request for a deferral as outlined in Section 1.5,
then the first loan repayment is due sixty (60) months after Contract execution. Interest accrues for the
sixty (60) months after Contract execution. The accrued interest only will be charged for this payment if a
warrant is issued prior to this date. Interest and principal payments are due on the declared PAYMENT
MONTH date 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 without penalty.
The Contractor will repay the loan in accordance with the preceding conditions through the use of a check,
money order, or equivalent means made payable to the Washington State Department of Commerce, or its
successor.
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1.19 Reports
The Contractor shall furnish the BOARD with:
A. Project Status Reports with each Invoice Voucher;
B. Project Quarterly Reports (if no funds have been reimbursed in the quarter) and/or Quarterly
Expenditures Report;
C. Quarterly Projection Invoice Reports;
D. Certified Project Completion Report at project completion (as described in Section 1.13);
E. Pictures of various stages of the project, and
F. Other reports as the BOARD may require.
1.20 Termination for Cause
If the Contractor fails to comply with the terms of this Contract, or fails to use the loan proceeds only for
those activities identified in the SCOPE OF WORK, the BOARD may terminate the Contract in whole or in
part at any time. The BOARD shall notify the Contractor in writing of its determination to terminate, the
reason for such termination, and the effective date of the termination. Nothing in this section shall affect the
Contractor's obligation to repay the unpaid balance of the loan.
These terms supersede the terms in Section 2.40 Termination for Cause.
1.21 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 purpose of meeting 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.
1.22 Time of Performance
No later than sixty (60) months after the date of Contract execution the Contractor must reach project
completion.
Failure to meet Time of Performance shall constitute default of this Contract. In the event of extenuating
circumstances, the Contractor may request, in writing, that the BOARD extend the deadline for project
completion. The BOARD may extend the deadline.
The term of this Contract shall be for the entire term of the loan, regardless of actual project completion,
unless terminated sooner as provided herein.
1.23 Contract Suspension
In the event that the Washington State Legislature fails to pass and the Gover nor does not authorize a
Capital Budget by June 30 of each biennium, the Washington State Constitution Article 8 and RCW
43.88.130 and RCW 43.88.290 prohibit expenditures or commitments of state funds in the absence of
appropriation.
In such event, all work under this Contract will be suspended effective July 1. The Contractor shall
immediately suspend work under this Contract and take all reasonable steps necessary to minimize the
cost of performance directly attributable to such suspension until the susp ension is cancelled.
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THE BOARD shall notify the Contractor immediately upon lifting of the Contract suspension.
1.24 Special Conditions
If SPECIAL CONDITIONS are listed on the Contract Declarations Page then these conditions are herein
incorporated as part of the terms and requirements of this Contract.
1.25 Loan Security
Loan Security payments shall be made as stated on the attached Declarations Page, and identified therein
as LOAN SECURITY.
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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 Representative” shall mean the Public Works Board Chair and/or the designee
authorized in writing to act on the Chair’s behalf.
B. “COMMERCE” shall mean the Department of Commerce.
C. "Contractor" shall mean the entity identified on the face sheet performing service(s) under this
Contract, and shall include all employees and agents of the Contractor.
D. “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
E. “Personal Information” shall mean information identifiable to any person, including, but not limited
to, information that relates to a person’s name, health, finances, edu cation, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
F. ”State” shall mean the state of Washington.
G. "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.
2.3 ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other understandings,
oral or otherwise, regarding the subject 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 agreement of the parties. Such amendments shall not be binding
unless they are in writing and signed by personnel authorized to bind each of the parties.
2.5 AMERICANS WITH DISABILITIES ACT (ADA) 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
individuals 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 written 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.
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2.7 ASSIGNMENT
Neither this Contract, nor any claim arising under this Contract, shall be transferred or assigned by the
Contractor without prior written consent of the Board.
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 attorney’s fees and costs.
2.09 CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state, and
federal building, mechanical, plumbing, fire, energy and barrier-free codes. Compliance with the Americans
with Disabilities Act of 1990 28 C.F.R. Part 35 will be required, as specified by the local building
Department.
2.10 CONFIDENTIALITY/SAFEGUARDING OF INFORMATION
A. “Confidential Information” as used in this section includes:
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 of the Contractor that may not be disclosed under state or
federal law. “Personal information” includes but is not limited to information related to a person’s
name, health, finances, education, business, use of government services, 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 with all state and federal laws related to the use, sharing, transfer, sale, or
disclosure of Confidential Information. The Contractor shall use Confidential Information solely for the
purposes of this Contract and shall not use, share, transfer, sell or disclose any Confidential Information
to any third party except with the prior written consent of the Board or as may be required by law. The
Contractor shall take all necessary steps to assure that Confidential Information is safeguarded to
prevent unauthorized use, sharing, transfer, sale or disclosure of Confidential Information or violation of
any state or federal laws related thereto. Upon request, the Contractor shall provide the Board with its
policies and procedures on confidentiality. The Board may require changes to such policies and
procedures as they apply to this Contract whenever the Board reasonably determines that changes are
necessary to prevent unauthorized disclosures. The Contractor shall make the changes within the time
period specified by the Board. Upon request, the Contractor shall immediately return to the Board any
Confidential Information that the Board reasonably determines has not been adequately protected by
the Contractor against unauthorized disclosure.
C. Unauthorized Use or Disclosure. The Contractor shall notify the Board within five (5) working days of
any unauthorized use or disclosure of any confidential information, and shall take necessary steps to
mitigate the harmful effects of such use or disclosure.
2.11 CONFORMANCE
If any provision of this contract violates any statute or rule of law of the state of Washington, it is considered
modified to conform to that statute or rule of law.
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2.12 CONFLICT OF INTEREST
Notwithstanding any determination by the Executive Ethics Board or other tribunal, the BOARD may, in its
sole discretion, by written notice to the CONTRACTOR terminate this contract if it is found after due notice
and examination by the BOARD that there is a violation of the Ethics in Public Service Act, Chapters 42.52
RCW and 42.23 RCW; or any similar statute involving the CONTRACTOR in the procurement of, or
performance under this contract.
Specific restrictions apply to contracting with current or former state employees pursuant to chapter 42.52
of the Revised Code of Washington. The CONTRACTOR and their subcontractor(s) must identify any
person employed in any capacity by the state of Washington that worked on the PUBLIC WORKS BOARD
including but not limited to formulating or drafting the legislation, participating in loan procurement planning
and execution, awarding loans, and monitoring loans, during the 24 month period preceding the start dat e
of this Loan. Identify the individual by name, the agency previously or currently employed by, job title or
position held, and separation date. If it is determined by BOARD that a conflict of interest exists, the
CONTRACTOR may be disqualified from further consideration for the award of a Loan.
In the event this contract is terminated as provided above, BOARD shall be entitled to pursue the same
remedies against the CONTRACTOR as it could pursue in the event of a breach of the contract by the
CONTRACTOR. The rights and remedies of BOARD provided for in this clause shall not be exclusive and
are in addition to any other rights and remedies provided by law. The existence of facts upon which
BOARD makes any determination under this clause shall be an issue and may be reviewed as provided in
the “Disputes” clause of this contract.
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 Materials are not considered “works for hire” under the U.S.
Copyright laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materials,
including all intellectual property rights, moral rights, and rights of publicity to the Board effective from the
moment of creation of such Materials.
“Materials” means all items in any format and includes, but is not limited to, data, r eports, 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 permissions, including intellectual property rights, moral r ights and rights of
publicity, necessary to grant such a license to the Board.
The Contractor shall exert all reasonable effort to advise the Board, at the time of delivery of Materials
furnished under this 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 respect 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.
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2.15 DISPUTES
Except as otherwise provided in this Contract, when a dispute arises between the parties and it cannot be
resolved by direct negotiation, either part y 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.
The Chair or designee shall review the written statements and reply in writing to both parties within ten (10)
working days. The Chair or designee may extend this period if necessary by notifying the parties.
The decision shall not be admissible in any succeeding judicial or quasi-judicial proceeding.
The parties agree that this dispute process shall precede any action in a judicial or quasi-judicial tribunal.
Nothing in this Contract shall be construed to limit the parties’ choice of a mutually acceptable alternate
dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above.
2.16 DUPLICATE PAYMENT
The Contractor certifies that work to be performed under this contract does not duplicate any work to be
charged against any other contract, subcontract, or other source.
2.17 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.
2.18 INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of
Washington, BOARD, agencies of the state and all officials, agents and employees of the state, for, from
and against all claims for injuries or death arising out of or resulting from the performance of the contract.
“Claim” as used in this contract, means any financial loss, claim, suit, action, damage, or expense, including
but not limited to attorney’s fees, attributable for bodily injury, sickness, disease, or death, or injury to or the
destruction of tangible property including loss of use resulting therefrom. The Contractor’s obligation to
indemnify, defend, and hold harmless shall not be eliminated by any actual or alleged concurrent
negligence of the state or its agents, agencies, employees and officers.
The Contractor expressly agrees to indemnify, defend, and hold harmless the State for any claim arising out
of or incident to the Contractor’s or any subcontractor’s performance or failure to perform the contract.
Contractor’s obligation to indemnify, defend, and hold harmless the State shall not be eliminated or reduced
by any actual or alleged concurrent negligence of State or its agents, agencies, employees and officials.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnif y, defend and
hold harmless the state and its agencies, officers, agents or employees.
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2.19 INDEPENDENT CAPACITY OF THE CONTRACTOR
The parties 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 hereof, nor will the Contractor make any
claim of right, privilege or benefit which would accrue to such officer or employee under law. Conduct and
control of the work will be solely with the Contractor.
2.20 INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the
Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of
its employees as may be required by law, the Board may c ollect 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.
2.21 LAWS
The Contractor shall comply with all applicable laws, ordinances, codes, regulations and policies of local
and state and federal governments, as now or hereafter amended.
2.22 LICENSING, ACCREDITATION AND REGISTRATION
The Contractor shall comply with all applicable local, state, and federal licensing, acc reditation and
registration requirements or standards necessary for the performance of this Contract.
2.23 LIMITATION OF AUTHORITY
Only the Authorized Representative or Authorized Representative’s designee by writing (designation to be
made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive
any clause or condition of this Contract.
2.24 Local Public Transportation Coordination
Where applicable, Contractor shall participate in local public transportation forums and implement strategies
designed to ensure access to services.
2.25 NONCOMPLIANCE WITH NONDISCRIMINATION LAWS
During 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 “Disputes” procedure set forth herein.
2.26 PAY EQUITY
The Contractor agrees to ensure that “similarly employed” individuals in its workforce are compensated as
equals, consistent with the following:
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A. Employees are “similarly employed” if the individuals work for the same employer, the performance of
the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar
working conditions. Job titles alone are not determinative of whether employees are similarly
employed;
B. Contractor may allow differentials in compensation f or its workers if the differentials are based in good
faith and on any of the following:
1. A seniority system; a merit system; a system that measures earnings by quantity or quality of
production; a bona fide job-related factor or factors; or a bona fide regional difference in
compensation levels.
2. A bona fide job-related factor or factors may include, but not be limited to, education, training, or
experience that is: Consistent with business necessity; not based on or derived from a gender -based
differential; and accounts for the entire differential.
3. A bona fide regional difference in compensation level must be: Consistent with business necessity;
not based on or derived from a gender-based differential; and account for the entire differential.
This Contract may be terminated by the BOARD, if the BOARD or the Department of Enterprise Services
determines that the Contractor is not in compliance with this provision.
2.27 POLITICAL ACTIVITIES
Political activity of Contractor employees and officers are limited by the State Campaign Finances and
Lobbying provisions of Chapter 42.17 RCW and the Federal Hatch Act, 5 USC 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 RCW, and shall m ake 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 commission 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 prohibited if otherwise eligible as project
costs.
2.30 PUBLICITY
The Contractor agrees not to publish or use any advertising or publicity materials in which the state of
Washington or the Board’s name is mentioned, or language used from which the connectio n with the state
of Washington’s or the Board’s name may reasonably be inferred or implied, without the prior written
consent of the Board.
2.31 RECAPTURE
In the event that the Contractor fails to perform this contract in accordance 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 addition to any other remedies available at law or in equity.
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Repayment by the Contractor of funds under this recapture provision shall occur within the time period
specified by the Board. In the alternative, the Board may recapture such funds from payments due under
this contract.
2.32 RECORDS MAINTENANCE
The Contractor shall maintain all books, records, documents, data and other evidence relating to this
Contract and performance of the services described herein, including but not limited to accounting
procedures and practices which sufficiently and properly reflect all direct and indirect cos ts 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 per iod, the records shall be
retained until all litigation, claims, or audit findings involving the records have been finally resolved.
2.33 REGISTRATION WITH DEPARTMENT OF REVENUE
If required by law, the Contractor shall complete registration with the Washington State Department of
Revenue.
2.34 RIGHT OF INSPECTION
At no additional cost all records relating to the Contractor’s performance under this Contract shall be subject
at all reasonable times to inspection, review, and audit by the Board, the Off ice of the State Auditor, and
federal and state officials so authorized by law, in order to monitor and evaluate performance, compliance,
and quality assurance under this 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 limitations and conditions.
2.36 SEVERABILITY
If any provision of this Contract or any provision of an y document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this Contract that can be given effect without
the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of
this Contract and to this end the provisions of this Contract are declared to be severable.
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 a subcontract.
Every subcontract shall bind the Subcontractor to follow all applicable terms of this Contract. The Contractor
is responsible to the Board if the Subcontractor fails to comply with any applicable term or condition of this
Contract. The Contractor shall appropriately monitor the activities of the Subcontractor to assure fiscal
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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.
Every subcontract shall include a term that the Board and the State of Washington are not liable for claims
or damages arising from a Subcontractor’s performance of the subcontract.
2.38 SURVIVAL
The terms, conditions, and warranties contained in this 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
All payments accrued on account of payroll taxes, unemployment contributions, the Contractor’s income or
gross receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole
responsibility of the Contractor.
2.40 TERMINATION FOR CAUSE
In the event BOARD determines the Contractor has failed to com ply with the conditions of this contract in a
timely manner, BOARD has the right to suspend or terminate this contract. Before suspending or
terminating the contract, BOARD shall notify the Contractor in writing of the need to take corrective action.
If corrective action is not taken within 30 calendar days, the contract may be terminated or suspended.
In the event of termination or suspension, the Contractor shall be liable for damages as authorized by law.
BOARD reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the
Contractor from incurring additional obligations of funds during investigation of the alleged compliance
breach and pending corrective action by the Contractor or a decision by BOARD to terminate the contract.
A termination shall be deemed a “Termination for Convenience” if it is determined that the Contractor: (1)
was not in default; or (2) failure to perform was outside of his or her control, fault or negligence.
The rights and remedies of BOARD provided in this contract are not exclusive and are, in addition to any
other rights and remedies, provided by law.
2.41 TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract the Board may, by ten (10) business 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 prior to the effective date of termination.
2.42 TERMINATION PROCEDURES
Upon termination of this contract, BOARD, in addition to any other rights provided in this contract .
The rights and remedies of BOARD provided in this section shall not be exclusive and are in addition to any
other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized Representative,
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 materials, services, or facilities except as may be necessary
for completion of such portion of the work under the contract that is not terminated;
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C. Assign to the BOARD, in the manner, at the times, and to the extent directed by the Authorized
Representative, all of the rights, title, and interest of the Contractor under the orders and subcontracts
so terminated, in which case the BOARD has the right, at its discretion, to settle or pay any or all claims
arising out of the termination of such orders and subcontracts;
D. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts,
with the approval or ratification of the Authorized Representative to the extent the Authorized
Representative may require, which approval or ratification shall be final for all the purposes of this
clause;
E. Transfer title to the BOARD and deliver in the manner, at the times, and to the extent directed by the
Authorized Representative any property which, if the contract had been completed, would have been
required to be furnished to the BOARD;
F. Complete performance of such part of the work as shall not have been terminated by the Authorized
Representative; and
G. Take such action as may be necessary, or as the Authorized Representative may direct, for the
protection and preservation of the property related to this contract, which is in the possession of the
Contractor and in which the BOARD has or may acquire an interest.
2.43 TREATMENT OF ASSETS
Title to all property furnished by BOARD shall remain in BOARD. Title to all property furnished by the
Contractor, for the cost of which the Contractor is entitled to be reimbursed as a direct i tem of cost under this
contract, shall pass to and vest in the Contractor.
2.44 WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless stated to be such
in writing and signed by Authorized Representative of the Board.
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ATTACHMENT I: ATTORNEY’S CERTIFICATION
PUBLIC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
City of Pasco
PC22-96103-049
I, Eric W. Ferguson, hereby certify:
I am an attorney at law admitted to practice in the State of Washington and the duly appointed attorney of the
City of Pasco (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 Board 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 loan extended by the
Public Works Board with respect to such project. The Contractor is not a party to litigation which will
materially affect its ability to repay such loan on the terms contained in the Contract.
4. Assumption of this obligation would not exceed statutory and administrative rule debt limitations applicable
to the Contractor.
__________________________________ _____________________________
Signature of Attorney Date
Eric W. Ferguson
Kerr Ferguson Law, PLLC
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10/21/2021 | 7:12 PM PDT
Certificate Of Completion
Envelope Id: 7A364BE349C04A8FA6757542ABBA0E19 Status: Completed
Subject: Please DocuSign: Pasco PC22-96103-049 Construction Contract.DOC
Division:
Local Government
Program: Public Works Board
ContractNumber: PC22-96103-049
Source Envelope:
Document Pages: 25 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Catherine Weisman
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
1011 Plum Street SE
MS 42525
Olympia, WA 98504-2525
catherine.weisman@commerce.wa.gov
IP Address: 198.239.157.60
Record Tracking
Status: Original
10/4/2021 2:14:23 PM
Holder: Catherine Weisman
catherine.weisman@commerce.wa.gov
Location: DocuSign
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Status: Original
10/13/2021 12:57:01 PM
Holder: Connie Rivera
connie.rivera@commerce.wa.gov
Location: DocuSign
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Signer Events Signature Timestamp
Eric W. Ferguson
eferguson@kerrlawgroup.net
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Accepted: 10/21/2021 7:06:08 PM
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Dave Zabell
zabelld@pasco-wa.gov
City Manager
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Kathryn A. Gardow
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ID: b80477d9-3d19-464b-931b-88b0efb82d60
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Maria Serra
serram@pasco-wa.gov
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ID: ccc2d331-f573-4337-9b78-c94680f8ac75
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Washington State Department of Commerce (we, us or Company) may be
required by law to provide to you certain written notices or disclosures. Described below are the
terms and conditions for providing to you such notices and disclosures electronically through the
DocuSign system. Please read the information below carefully and thoroughly, and if you can
access this information electronically to your satisfaction and agree to this Electronic Record and
Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to
‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the
DocuSign system.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. You will have the ability to download and print documents we send
to you through the DocuSign system during and immediately after the signing session and, if you
elect to create a DocuSign account, you may access the documents for a limited period of time
(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to
send you paper copies of any such documents from our office to you, you will be charged a
$0.15 per-page fee. You may request delivery of such paper copies from us by following the
procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to
receive required notices and consents electronically from us or to sign electronically documents
from us.
All notices and disclosures will be sent to you electronically
Electronic Record and Signature Disclosure created on: 8/11/2020 4:44:12 PM
Parties agreed to: Eric W. Ferguson, Dave Zabell, Kathryn A. Gardow, Maria Serra
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through the DocuSign system all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or made
available to you during the course of our relationship with you. To reduce the chance of you
inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Washington State Department of Commerce:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: docusign@commerce.wa.gov
To advise Washington State Department of Commerce of your new email address
To let us know of a change in your email address where we should send notices and disclosures
electronically to you, you must send an email message to us at docusign@commerce.wa.gov and
in the body of such request you must state: your previous email address, your new email
address. We do not require any other information from you to change your email address.
If you created a DocuSign account, you may update it with your new email address through your
account preferences.
To request paper copies from Washington State Department of Commerce
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an email to docusign@commerce.wa.gov and in
the body of such request you must state your email address, full name, mailing address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with Washington State Department of Commerce
To inform us that you no longer wish to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your signing session, and on the subsequent page,
select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an email to docusign@commerce.wa.gov and in the body of such request you must
state your email, full name, mailing address, and telephone number. We do not need any other
information from you to withdraw consent.. The consequences of your withdrawing consent for
online documents will be that transactions may take a longer time to process..
Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The
current system requirements are found here: https://support.docusign.com/guides/signer-guide-
signing-system-requirements.
Acknowledging your access and consent to receive and sign documents electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please confirm that you have
read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for
your future reference and access; or (ii) that you are able to email this ERSD to an email address
where you will be able to print on paper or save it for your future reference and access. Further,
if you consent to receiving notices and disclosures exclusively in electronic format as described
herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before
clicking ‘CONTINUE’ within the DocuSign system.
By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm
that:
You can access and read this Electronic Record and Signature Disclosure; and
You can print on paper this Electronic Record and Signature Disclosure, or save or send
this Electronic Record and Disclosure to a location where you can print it, for future
reference and access; and
Until or unless you notify Washington State Department of Commerce as described
above, you consent to receive exclusively through electronic means all notices,
disclosures, authorizations, acknowledgements, and other documents that are required to
be provided or made available to you by Washington State Department of Commerce
during the course of your relationship with Washington State Department of Commerce.