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HomeMy WebLinkAboutR-2020-001 Water/Irrigation Division's Public Works Trust Fund Loan Contract for Water Line ImprovementsA RESOLUTION RESOLUTION NO. R-2020-001 authorizing a Public Works Board Construction Loan Contract with the State of Washington, through the Washington State Public Works Board to improve domestic water facilities WHEREAS, the Washington State Public Works Board provides for loans to cities for qualifying and approved projects, and WHEREAS, the City of Yakima, Water/Irrigation Division, applied for a loan to fund a project that will upgrade and improve the City's water system, including water lines and hydrants in various locations throughout the City; and WHEREAS, the loan is for $1,740,000 00 at a rate of 1.58% interest and will be repaid solely from the net revenue of the domestic water system, and WHEREAS, upgrades and improvements to the City's water system are necessary to continue to efficiently and effectively provide water to the City's residents; and WHEREAS, the City Council of the City of Yakima finds that it is in the best interest of the City and its residents to enter into a Public Works Board Construction Loan Contract with the State of Washington to improve domestic water facilities, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the Public Works Board Construction Loan Contract between the City of Yakima and the State of Washington, Public Works Board A copy of the Public Works Board Construction Loan Contract is attached hereto and fully incorporated herein ADOPTED BY THE CITY COUNCIL this 7th day of January, 2020 ( AT ST - Sonya Clalar e City Clerk Patricia Byer CONTRACT FACE SHEET Contract Number: PC20-96103-044 PUBLIC WORKS BOARD CONSTRUCTION LOAN CONTRACT 1. Contractor City of Yakima 2301 Fruitvale Blvd Yakima, WA 98902-1225 2. Contractor Doing Business As (optional) N/A 3. Contractor Representative N/A 4. Public Works Board Representative N/A 5. Contract Amount $1,740,000 1 6. Funding Source Federal: ❑ State: N/A: ❑ M Other: ❑ 7. Contract Start Date Contract Execution Date 8. Contract End Date June 1, 2039 9. Federal Funds (as applicable) Federal Agency CFDA Number N/A N/A N/A 10.Tax ID# 11.SWV# 007122-03 12.UBI# 397-005-272 13.DUNS # 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 I Attorney's Certification FOR THE CONTRACTOR I 1714 FOR PUBLIC WORKS BOARD /21- t Signature I Inn , e f V IC_ er Scott Hutsell, Public Works Board Chair d- 7-do Print Name 71-Vsri en M ray r- Date APPROVED AS TO FORM ONLY September 11, 2019 Title \J 'TIM . rAi •?-)-0 Date Sandra Adix Assistant Attorney General cnTY CONTRACT NO: 20- 02_,j RESOLUTION N0: ' ` o90 co 1 DECLARATIONS CLIENT INFORMATION Legal Name Loan Number: PROJECT INFORMATION City of Yakima PC20-96103-044 Project Title Waterline Improvements Project City. Yakima Project State Washington Project Zip Code 98902 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 $1,740,000.00 $1,921,500.00 $1,921,500.00 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 NA 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 Upgrade and improve water system, including water lines and hydrants in various locations throughout the city 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 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 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 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 an.y 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 WORK, 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 10 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&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, 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 15 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 17 ATTACHMENT I: ATTORNEY'S CERTIFICATION PUBLIC WORKS BOARD CONSTRUCTION LOAN PROGRAM City of Yakima PC20-96103-044 , 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 Yakima (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: ,i1 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. Signatiire %Attorney �i acir-6-72 Name 7DeS- rP S%.� �Q�rvn�, )A)Y 9 4oI Address Date /2/3/J/9 19 1 ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 7.C. For Meeting of: January 7, 2020 Resolution for the Water/Irrigation Division's Public Works Trust Fund Loan contract for water line improvements Scott Schafer, Public Works Director Dave Brown, Water/Irrigation Division Manager - (509) 575-6204 SUMMARY EXPLANATION: The Washington State Public Works Board provides for Public Works Trust Fund Loans to cities for qualifying and approved projects. The City of Yakima Water/Irrigation Division applied for a Public Works Trust Fund Loan to fund a water project that will upgrade and improve the City's water system, including water lines and fire hydrants, along E. Viola Ave. and between N. 41 st Ave. and N 42nd Ave. The Public Works Trust Fund Loan PC20-96103-044 is in an amount of $1,740,000. The terms of the loan include an interest rate of 1.58% with a 20-year pay back. The Public Works Board Construction Loan Contract is attached for City Council review. ITEM BUDGETED: NA STRATEGIC PRIORITY: Public Trust and Accountability STAFF RECOMMENDATION: Adopt Resolution BOARD/COMMITTEE RECOMMENDATION: ATTACHMENTS: Description E esoIution D ntract Upload Date 11/15/2019 /24/2019 Type es©Iuti©n ntract DocuSign Envelope ID: CB7A6479-CCA8-4585-8770-4D632D60775C AMENDMENT FACE SHEET Contract Number: PC20-96103-044 PROJECT COMPLETION AMENDMENT - X PUBLIC WORKS BOARD CONSTRUCTION LOANS 1. Contractor City of Yakima 2301 Fruitvale Blvd. Yakima, WA 98902-1225 2. Contractor Doing Business As (optional) N/A 3. Contractor Representative N/A 4. Public Works Board Representative N/A 5. Original Contract Amount $1,740,000 6. De -Obligation $2093.66 Start Date 7. Final $1,737,906.34 10. Amendment June 1, Contract Amount 8. Amendment Funding Source Federal: ❑ State: Z Other: ❑ N/A: ❑ 9. Amendment Amendment Execution Date End Date 2039 11. Federal Funds (as applicable): N/A 12. Federal Agency N/A 13. CFDA N/A 14. Contract Purpose The purpose of this amendment is to certify the project completion for this Public Works Board Loan The Board, defined as the Washington State Public Works Board and Borrower/Contractor acknowledge and accept the terms of this Agreement/Contract As Amended and attachments and have executed this Agreement/Contract Amendment on the date below to start as of the date and year referenced above The rights and obligations of both parties to this Agreement/Contract As Amended are governed by this Agreement/Contract Amendment and the following other documents incorporated by reference: Amendment Terms and Conditions, including Attachment I: Certified Project Completion Report A copy of this Agreement/Contract Amendment shall be attached to and made a part of the original Agreement/Contract between the Board and the Borrower/Contractor Any reference in the original Agreement/Contract to the "Agreement" or the "Contract" shall mean the "Agreement As Amended" or "Contract As Amended," respectively. FOR THE CONTRACTOR ,--DocuSigned by F rl38FBrv89°4sg. FOR PUBLIC WORK p&p by 724504026B7D42E Signature Robert Harrison Kathryn A. Gardow, Public Works Board Chair 5/9/2022 1 12:33 PM PDT Print Name City Manager Date APPROVED AS TO FORM ONLY This 22nd Day of March, 2013 Title 5/9/2022 I 11: 52 AM PDT Bob Ferguson Attorney General Signature on File Date CITY CONTRACT RESOLUTION �] f /� %2"00 A,ncij NO2 `' / NO: I-aolc) -()Q' Kathryn Wyatt Assistant Attorney General • DocuSign Envelope ID• CB7A6479-CCA8-4585-8770-4D632D60775C AMENDMENT DECLARATIONS Amendment Title Amendment Number CLIENT INFORMATION Completion Amendment Amendment X Legal Name Loan Number PROJECT INFORMATION City of Yakima PC20-96103-044 Title Project City Project State Project Zip Waterline Improvements Yakima Washington 98902 LOAN TERMS and CONDITIONS Loa. De - Fin Loa. Loa. Cur Fin Loa, Star Pay , Amount )bligation II Loan Amount n Term -Original n Term -Revised -ent Interest Rate 1 Interest Rate n Reimbursement t Date ment Month 1,740,000 $2,093.66 1,737,906.34 20 Years 20 Years 1.58% 1 08% August 2; 2019 June 1 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 in,et;,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 notesthat constitute a lien and charge on net revenue superior to the lien and charge of this loan agreement. SCOPE OF WORK Upgrade and improve water system, including water lines and hydrants in various locations throughout the city. 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 need,°s, to meet all applicable Local, State, and/or Federal standards. DocuSign Envelope ID. CB7A6479-CCA8-4585-8770-4D632D60775C AMENDMENT TERMS AND CONDITIONS Contract Number: PC20-96103-044 PUBLIC WORKS BOARD PROJECT COMPLETION AMENDMENT CONSTRUCTION CONTRACTS The purpose of this amendment is to acknowledge the project has been certified complete and the final contract amount, interest rate, and local share on the above referenced contract have been adjusted, if necessary, as reflected below. The Public Works Board, (or its successor) a department of the state of Washington and the Contractor agree to amend the above referenced contract as described below. The amount of the loan shall be the Final Loan Amount as identified on the Declarations Page. The interest rate shall be the Final Interest Rate as identified on the Declarations Page, per annum on the outstanding balance. Page 1 4/27/2022 DocuSign Envelope ID: CB7A6479-CCA8-4585-8770-4D632D60775C ATTACHMENT I: CERTIFIED PROJECT COMPLETION REPORT PUBLIC WORKS BOARD -CONSTRUCTION LOANS Loan Number: PC20-96103-044 Project Name: Waterline Improvements Original or Extended Project Completion Date: 11/15/2021 Chief Executive Officer Certification Contractor: City of Yakima Address: 2301 Fruitvale Blvd. Yakima, WA 98902-1225 The Chief Executive Officer of the Borrower/Contractor certifies that: • To the best of his/her knowledge, the financial information and data provided in this report is true and correct as of the signature date indicated below, and no project costs listed in this report incurred more than twelve (12) months before agreement/contract execution or after the date of the project completion; • Records supporting the information provided in this report are on file and will be made available by the Borrower/Contractor upon request; and 1-DocuSigned by: rb urit kkirisow `— D D2385B5580845D city Manager Signature of Chief Executive Officer Title Robert Harrison 5/9/2022 1 11:52 AM PDT Print Name Date of Signature Project Engineer or Consultant Certification The Project Engineer or Consultant of the'Borrower/Contractor certifies that: • To the best of his/her knowledge, the data provided in this report is true and correct as of the signature date indicated below; • The project was completed in accordance with the Loan Agreement/Contract's Scope of Work; and • The loan is 20 years, if performance incentive has been choose to extend the term; the engineer agrees the life of the asset 20 years. • The project was completed on (Actual Date of Project Completion) DocuSigned by: Tom. Qlarer :, !�f C5DE44586BF4464 Professional Engineer Signature of Project Engineer or Consultant Title Terry Alapeteri, PE 5/9/2022 1 7:02 AM PDT Print Name Date of Signature 4/27/2022