ORD 20-001CITY OF CAMAS, WASHINGTON
ORDINANCE NO. 20-001
AN ORDINANCE ofthe City of Camas, Washington, authorizing the City
to enter into a loan with the Washington State Public Works Board to provide
funds to construct a roundabout at NW Lake Road and SR 500.
WHEREAS, the City of Camas, Washington (the "City") applied for a construction loan
(the "Loan") through the Washington State Public Works Board in the amount of$3,700,000 to
provide funds to construct a roundabout at NW Lake Road and SR 500 (the "Project"); and
WHEREAS, on September 11, 2019, the City received authorization of a Loan in the
amount $3,700,000 for the Project;
THE CITY COUNCIL OF THE CITY OF CAMAS, WASHINGTON, DOES RESOLVE
AS FOLLOWS:
1. Terms ofthe Loan. The Loan will be in the principal amount of$3,700,000. The
Loan matures on June 1, 2039 and bears interest at the rate of 1.58%, as shown in Exhibit A
attached hereto. The City Council hereby authorizes the City Administrator or Finance Director
to enter into the Loan on behalf of the City to finance the Project.
2. General Authorization and Ratification. The Mayor, City Administrator, Finance
Director and other appropriate officers of the City are severally authorized to take such actions
and to execute such documents as in their judgment may be necessary or desirable to carry out
the transaction contemplated in connection with this ordinance and for the proper application,
use and investment of the proceeds of the Loan. All actions taken prior to the effective date of
this ordinance in furtherance of the purposes described in this ordinance and not inconsistent
with the terms of this ordinance are ratified and confirmed in all respects.
3. Effective Date of Ordinance. This ordinance shall take effect and be in force
from and after its passage and five days following its publication as required by law.
PASS ED by the City Council and APPROVED by the Mayor of the City of Camas,
Washington, at an open public meeting thereof, this_ ay of January, 2020.
I~
APPROVED AS TO FORM:
City Attorney
CERTIFICATE
I, the undersigned, City Clerk of the City of Camas, Washington, (the "City") and keeper
ofthe records of the City Council (the "Council"), DO HEREBY CERTIFY:
1. That the attached resolution is a true and correct copy of Ordinance No. 20-001 of
the Council (the "Ordinance"), duly passed at a regular meeting thereof held on the 21st day of
January, 2020.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum was present throughout the meeting and a legally sufficient number of members of the
Colincil voted in the proper ma.nner for the passage of said Ordinance; that all other requirements
and proceedings incident to the proper passage of said Ordinance have been duly fulfilled,
carried out and otherwis ~bserved; and that I am authorized to execute this certificate.
Dated this 22 day o~ 2020.
FG:53568837.1
EXHIBIT A
STATE PUBLIC WORKS BOARD LOAN
CONTRACT FACE SHEET
Contract Number: PC20-961 03-046
PUBLIC WORKS BOARD
CONSTRUCTION LOAN CONTRACT
1. Contractor 2. Contractor Doing Business As (optional)
City of Camas N/A
616 NE 41h Ave
Camas , WA 98607
3 . Contractor Representative 4. Public Works Board Representative
N/A N/A
5. Contract Amount 6. Funding Source 7. Contract Start 8. Contract End
Date Date
$3 ,700,000 Federal: D State: 0 Other: D Contract Execution June 1, 2039
N/A: D Date
9. Federal Funds (as applicable) Federal Agency CFDA Number
N/A N/A N/A
10. Tax ID # 111. SWV# 12. UBI# 113. DUNS#
0016796-00 062-000-007
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 incorporated by reference: Contract Terms and Conditions
including Declarations Page ; and Attachment 1: Attorney's Certification.
FOR T.HE CONTRACT9 R ~ FOR PUBLIC WORKS BOARD
~ \~N~ _.1
SJ9nature \ \ Scott Hutsell , Public Works Board Chair 6CA-~r~ Me \)of\""e_q
Print Name Date
~~~
Title APPROVED AS TO FORM ONLY
t( ;}t I d--od-o
Date SeQtember 11, 2019
Sandra Adix
Assistant Attorney General
CLIENT INFORMATION
Legal Name:
Loan Number:
PROJECT INFORMATION
Project Title :
Project City:
Project State:
Project Zip Code :
LOAN INFORMATION
Loan Amount:
Total Estimated Cost:
Total Estimated Funding :
Loan Forgiveness % (if applicable):
Loan Term:
Interest Rate:
Payment Month:
Loan Reimbursement Start Date:
Time of Performance
DECLARATIONS
City of Camas
PC20-961 03-046
SR 500(Everett St) & Lake Rd . Intersection
Camas
Washington
98607
$3,700,000.00
$8,219,798.00
$8,219,798.00
0%
20
1.58%
June 1st
August 2, 2019
60 months from Execution Date of this Contract to Project
Completion .
SPECIAL TERMS AND CONDITIONS GOVERNING THIS LOAN AGREEMENT
N/A
LOAN SECURITY CONDITION GOVERNING THIS LOAN AGREEMENT
This loan is a general obligation of the LOCAL GOVERNMENT.
SCOPE OF WORK
Construct a single lane roundabout at the intersection of NW Lake Road and SR 500 . Project will include all costs
associated with preliminary engineering, public involvement , permitting, construction engineering services, surveying,
construction activities including excavation and grading, roadway construction and paving , stormwater collection and
treatment , concrete curbs , sidewalks, and pavement, illumination, water and sewer replacement , new utilities and
replacements, irrigation, landscaping, erosion control, signing, flagging, traffic control , and other related work.
The project costs may also include but are not limited to: preliminary and construction engineering, cultural and
historical resources investigation and monitoring, environmental permitting and documentation, review, permits, public
involvement, easements & right-of-way acquisitions, plans & bid documents, construction , and construction
documentation costs. The project needs to meet all applicable Local, State, and/or Federal standards .
3
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
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 public 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 WORI< 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 by this reference are incorporated into
this Contract as though set forth fully herein.
1.4 Order of Precedence
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
A. Applicable federal and state of Washington statutes and regulations.
B. Special Terms and Conditions including attachments.
C. General Terms and Conditions.
1
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 05-05, or, as an alternative to completion of Governor's Executive Order 05-05, 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 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 05-05, 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 05-05.
In the event that the Contractor finds it necessary to amend SCOPE OF WORI<, the Contractor may be
required to re-comply with Governor's Executive Order 05-05 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.
3
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 thereof, 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 1.1 0. When requesting reimbursement for costs incurred, the
Contractor shall submit a signed and completed Invoice Voucher (Form A19), referencing the SCOPE OF
WORK project activity performed, and any appropriate documentation such as bills, invoices, and receipts.
The Invoice Voucher must be certified by an official of the Contractor with authority to bind the Contractor.
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 05-05 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 Contractor shall submit all Invoice Vouchers and all required documentation to:
Public Works Board
Attn: (Program Specialist)
PO Box 42525
Olympia, WA 98504-2525
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.
5
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.
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 Governor 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.
7
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, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial 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.
9
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 date
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, reports, documents,
pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or
sound reproductions. "Ownership" includes the right to copyright, patent, register and the ability to transfer
these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not produced
under the Contract, the Contractor hereby grants to the Board a nonexclusive, royalty-free, irrevocable
license (with rights to sublicense to others) in such Materials to translate, reproduce, distribute, prepare
derivative works, publicly perform, and publicly display. The Contractor warrants and represents that the
Contractor has all rights and permissions, including intellectual property rights, moral rights and rights of
publicity, necessary to grant such a license to the Board.
The Contractor shall exert all reasonable effort to advise the Board, at the time of delivery of Materials
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.
11
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 collect from the Contractor the full amount
payable to the Industrial Insurance Accident Fund. The Board may deduct the amount owed by the
Contractor to the accident fund from the amount payable to the Contractor by the Board under this Contract,
and transmit the deducted amount to the Department of Labor and Industries, (L&I) Division of Insurance
Services. This provision does not waive any of L&l'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, accreditation 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:
13
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 costs of any nature
expended in the performance of this Contract. Contractor shall retain such records for a period of six years
following the date of final payment.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be
retained until 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 Office 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 any document incorporated by reference shall be held
invalid, such invalidity shall not affect the other provisions of this Contract that can be given effect 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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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 item 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 1: ATTORNEY'S CERTIFICATION
PUBLIC WORKS BOARD
CONSTRUCTION LOAN PROGRAM
City of Camas
PC20-961 03-046
I, --,N,..----a_n_cy....:_N'--e-ra_a_s ______________ , 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 Camas (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.
1/14/2020
Date
Nancy Neraas
Name
1111 Third A venue, Suite 3000, Seattle, W A 98101
Address
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