AG 10-177 - WASHINGTON STATE PUBLIC WORKS BOARD/DEPT OF COMMERCERETURN TO:
EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
ORIGINATING DEPT./DIV:
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2. ORIGINATING STAFF PERSON: �,'�1 � EXT: 3. DATE REQ. BY:_
4. TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT � SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG
❑ REAL ESTATE DOCUMENT O SECURIT'Y DOCUMENT (E.G. sorm �Ln�D DocuMErrTS�
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): O INTERLOCAL
� OTHER
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5. PROJECT NAME: - 1 sL!
6.
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NAME OF CONTRACTOR: \ ,i� 1� : � �Q �� `� ' �I� ,� r � "
ADDRESS: ��OI� �� 5} 5�, � �Q� � y,a��5 �_pl �1 ��� UvC3- '1.$�y� '�'J�
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SIGNATURE NAME: �(1 TITLE ke��-��Q ��c�}Uf
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EXHIBITS AND ATTACHMENTS: ❑ scorE WO OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: COMPLETION DATE: _ � � �� � I � � �
9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY�
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑�S ❑ rro iF YES,lvinxilv1U1�1 DoLLAR �vtOUNT: $
IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR ❑ CITY
❑ PURCHASING: PLEASE CHARGE TO:
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATEREVIEWED INITIAL/DATEAPPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
�LAW ��. �D( 10
11. COUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: `Z 1 Z,C���
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ LAW DEPARTMENT
�"SIGNATOR MAYOR DIRECTOR�
❑ CITY CLERK
ASSIGNED AG#
' SIGNED COPY RETURNED ��
COMMENTS: � . i
�in�l\YY1� IS �
INI IAL / DATE SIGNED
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AG# � ' �""1'�
DATE SENT: �2 •q � ��
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11/9
-� ``� Washington State
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Public Works Board
� 906 Columbia Street SW
Post Office Box 48319
""""` Olympia, Washington 98504-8379
/ (360) 725-3150
www.pwb,wa.gov
Capital Agreement between:
City of Federal Way
and
Public Works Board
For:
Project Name: Federal Way Urban Infrastructure
Contract Number: LG09-951-129
Project Type: 2009-2011 Washington State Capital Budget
Direct-Appropriation
Execution/Start Date: Date of Contract Execution
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TABLE OF CONTENTS
CONTRACTFACE SHEET ....................................................................................................... 1
CONTRACT TERMS AND CONDITIONS ................................................................................. 2
Part 1. SPECIAL TERMS AND CONDITIONS ..........................................................................2
1 .1. DEFINITIONS ............................................................................................................2
1.2. AUTHORITY ..............................................................................................................2
1.3. PURPOSE .................................................................................................................2
1.4. ORDER OF PRECEDENCE ......................................................................................2
1.5. GRANT AMOUNT ......................................................................................................2
1.6. CERTIFICATtON OF FUNDS ..............................._....................................................3
1.7. MODIFICATION TO THE PROJECT COSTS ...........................................................3
1.8. PROJECT EXPENDITURES ELIGIBLE FOR RElMBURSEMENT ..........................3
1.9. BILLING PROCEDURES AND PAYMENT ...............................................................4
1.10. CERTIFIED PROJECT COMPLETION REPORT .....................................................5
1.11. REPORTS ..................................................................................................................5
1.12. EVALUATION AND MONITORING ...........................................................................5
1.?3. OWNERSHIP OF PROJECT/CAPITAL FACIUTtES ................................................5
1 14. GHANGE OF OWNERSHIP OR USEfOR CONTRACTOR-OWNED PROPERTY5
1.15. CHANGE OF USE FOR LEASED PROPERTY ........................................................6
1.16. HISTORICAL AND CULTURAL ARTIFACTS ...........................................................6
1.17. SIGNAGE, MARKERS, AND PUBLICATIONS .........................................................6
1.18. PREVAILING WAGE LAW ........................................................................................6
1.19. INSURANCE ..............................................................................................................6
1.20. RECAPTURE PROVISION ........................................................................................9
1.21. REDUCTION IN FUNDS ...........................................................................................9
1.22. REAPPROPRIATION ................................................................................................9
Part 2. GENERAL TERMS AND CONDITIONS ......................................................................10
2.1. DEFINITIONS ..........................................................................................................10
2.2. ALLOWABLE COSTS ..............................................................................................10
2.3. ALL WRITfNGS CONTAINED HEREIN ..................................................................10
2.4. AMENDMENTS .......................................................................................................10
2.5. AMERfCANS WITH DISABILITIES ACT (ADA) OF 1990, PUBLIC LAW 101-336,
ALSO REFERRED TO AS THE "ADA" 28 CFR PART 35 ......................................10
2.6. APPROVAL ............................r.................................................................................10
2.7. ASSIGNMENT .........................................................................................................10
2.8. ATTORNEYS' FEES ................................................................................................11
2.9. AUDIT ......................................................................................................................11
2.10. CODE REQUIREMENTS ........................................................................................12
2.11. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION ..................................12
2.12. CONFORMANCE ....................................................................................................13
2.13. COPYRIGHT PROVISIONS ....................................................................................13
2.14. DISALLOWED COSTS ............................................................................................13
2.15. DISPUTES ...............................................................................................................13
2.16. DUPLICATE PAYMENT ...............................................................:..........................14
2.17. ETHICS/CONFLICTS OF INTEREST .....................................................................14
City of Federal Way Page i Table of Contents
LG09-951-129 11130/2010 2009-2011 Direct-Appropria6on Contract
2.18. GOVERNING LAW AND VENUE ............................................................................14
2.19. INDEMNIFICATION .................................................................................................14
2.20. INDEPENDENT CAPACITY OF THE CONTRACTOR ...........................................14
2.21. INDUSTRIAL INSURANCE COVERAGE ................................................................15
2.22. LAWS ............................................................................:..........................................
2.23. LICENSING, ACCREDITATION AND REGISTRATION .........................................15
2.24. LIMITATION OF AUTHORITY .................................................................................15
2.25. LOCAL PUBLIC TRANSPORTATION COORDINATION .......................................15
2.26. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS ....................................16
2.27. POLITICAL ACTIVITIES ..........................................................................................16
2.28. PREVAILING WAGE LAW ......................................................................................16
229. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION ...................16
2.30. PUBLICITY ..............................................................................................................
2.31. RECAPTURE ...........................................................................................................16
2.32. RECORDS MAINTENANCE ....................................................................................16
2.33. REGISTRATION WITH DEPARTMENT OF REVENUE .........................................17
2.34. RIGHT OF INSPECTION ........................_................................................................17
2.35. SAVFNGS :................................................................................................................17
2.36. SEVERABILITY .......................................................................................................17
2.37. SU'RVIVAL ...............................................................................................................17
2.38. TAXES .....................................................................................................................
2.39. TERMINATION FOR CAUSE / SUSPENSION .......................................................17
2.40. TERMINATION FOR CONVENIENCE ....................................................................18
2.41. TERMfNATtON PROCEDURES ..................._..........................................................18
2.42. WAiVER ...................................................................................................................18
AT'fACHM'ENT !: PROJECT SCOPE OF WORK ..................................................................19
ATTACHMENT II: CERTIFICATION OF THE AVAILABILITY Of FUNDS TO COMPLETE
THEPROJECT ....................................................................................................................... 21
ATTACHMENT Ifl: ESTIMATED PROJECT COSTS ............................................................. 23
ATTACHMENT IV: CERTIFICATION OF THE PAYMENT AND REPORTlNG OF
PREVAf'LING WAGES ............................................................................................................ 24
ATTACHMENT V: CERTIFt'CATION OF THE INTENT TO E'NTER THE LEADERSHIP IN
ENERGY AND ENVIRONMENTAL DESfGN (LEED) CERTLFICATION PROCESS ............. 25
City of Federal Way Page ii Table of Contents
LG09-951-129 11/3012010 2009-2011 Direct-Appropriation Contract
CONTRACT FACE SHEET
Contract Number: LG09-951-129
Washington State Department of Commerce
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-APPROPRIATION PROJECTS
1. Contractor 2. Contractor poing Business As (optional)
City of Federal Way N/A
PO Box 9817
Federay Way, WA 98063
3. Contractor Representative 4. Public Works Board Representative
Patrick Doherty Corina Grigoras, Special Programs Manager, Public Works Board
PO Box 9817 PO Box 48319, Olympia, WA 98504-8319
Federay Way, WA 98063 Clare Billings, Managing Director, Contracts Administration Unit
PO Box 42525, Ot m ia, WA 98504-2525
5. Contract Amount 6. Funding Source 7. Contract 8. Contract End Date
� Start Date
December 31, 2020
Contract (provided that funds are re-
$5,000,000.00 Federal: ❑ State: � Other: ❑ N/A: ❑ Execution Date appropriated into the 2011-
2013 biennium
9. Federal Funds (as applicable) Federal Agency CFDA Number
N/A N/A N/A
10. Tax ID # 11. SWV # 12. UBI # 13. DUNS #
911462550
14. Contract Purpose
The Board and the Contractor have entered into this Contract to undertake a legislatively-approved project that furthers the
goals and objectives of Washingtan State, as indicated in the Engrossed Substitute House Bill 12t6, Section 1050 (4),
enacted on Ma 15, 2009.
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 {ast
written below. The rights and obtigations of both parties to this Contract are govemed by this Cantract and the following
other documents incorporated by reference: Contract Terms and Conditions including ATTACHMENT I: PROJECT
SCOPE OF WORK; ATTACHMENT 11: CERTIFICATION OF THE AVAfLABILITY OF FUNDS TO COMPLETE THE
PROJECT; ATTACHMENT III: ESTIMATED PROJECT COSTS; ATTACHMENT IV: CERTIFICATION OF THE PAYMENT
AND REPORTtNG OF PREVAILING WAGES; and ATTACHMENT V: CERTIFICATION OF INTENT TO ENTER THE
LEADERSHIP IN ENERGY AND ENUI'RONMENTAL DESIGN LEED CERTIFICATION PROCESS.
FOR THE NTRAGTOR FOR THE PUBLIC WORKS BOARD
� --
�
Signature Joh aRocque, Executive irector
Skip Priest �` �/�''�l�
.
Print Name Date
Mayor APPROVED AS TO FORM ONLY
Title This 23` Dav of November, 2010
� �- � � 10 Rob McKenna
-�� Attorney General
Date
Siqnature on File
Kathryn Wyatt
Assistant Attorney General
Ciry of Federal Way Page 1 Contract Face Sheet
LG09-951-129 11I30/2010 2009-2011 Direct-Appropriation Contrad
CONTRACT TERMS AND CONDITIONS
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS-DIRECT-APPROPRIATION PROJECTS
Part 1 . SPECIAL TERMS AND CONDITIONS
1.1. DEFINITIONS
As used throughout this 2009-2011 Washington State Capital Budget Direct-Appropriation Contract
the following terms shall have the meaning set forth below:
A. "Contract" shall mean this 2009-2011 Washington State Capital Budget Direct-Appropriation
Contract.
B. "Contractor" shall mean the entity 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 (RCV1n 43.155.030, and who is a Party to the Contract. �
13. AUTHORITY
Acting under the authority of Chapter 43.155 RCW, the Board has awarded the Contractor a 2009-
2011 Washington State Capital Budget Direct-Appropriation grant for a legislatively-approved
project. The Engrossed Substitute House Bill 1216, Section 1050 (4), enacted on May 15, 2009,
made an appropriation to support the Temporary Public Works Board Grant Program and directed
the Board to administer those funds.
1.3. PURPOSE
The Board and the Contractor have entered into this Contract to undertake a legislatively-approved
project that furthers the goals and objectives o# Washington State. The project will be undertaken
by the Contractor and will include the activities identified in ATTACHMENT I: PROJECT SCOPE
OF WORK. The project must be undertaken in accordance with the Contract terms and conditions,
and all applicable 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 fol�owing order:
A. Applicable federal and State of Washington statutes and regulations.
B. Special Terms and Conditions including all the attachments.
C. General Terms and Conditions.
1.5. GRANT AMOUNT
The Board shall pay an amount not to exceed the awarded grant amount of $5,000,000.00 for the
eligible costs necessary for or incidental to the performance of work as set forth in the project
activities identified in ATTACHMENT I: PROJECT SCOPE OF WORK.
City of Federal Way Page 2 Contract Terms and Conditions
LG09-951-129 11I30/2010 2009-2011 Direct-Approp�ation Contract
1.6. CERTIFICATION OF FUNDS
A. The release of state funds under this Contract is contingent upon the Contractor certifying that
it has expended or has access to funds from other sources as set forth in ATTACHMENT II:
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO COMPLETE THE PROJECT to
complete all the project activities identified in ATTACHMENT I: PROJECT SCOPE OF WORK.
Such sources may consist of a combination of any of the following:
i. Loans or grants.
ii. Eligible project expenditures prior to the execution of this Contract.
iii. Cash dedicated to the project.
iv. Funds available through a letter of credit or other binding loan commitment(s).
v. Pledges from foundatians or corporations.
vi. Pledges from individual donors.
vii. The value of real property when acquired solely for the purposes of this project, as
established and evidenced by a current market value appraisal perFormed by a licensed,
professional real estate appraiser, or a current property tax statement. The Board will not
consider appraisals for prospective values of such property for the purposes of
calculating the amount of matching fund credit.
viii. In-kind contributions, subject to the Board's approval.
B. The Contractor shall maintain records sufficient to evidence that it has access to or has
expended funds from such sources, and shall make such records available for the Board's
review upon reasonable request.
1.7. MODIFICATION TO THE PROJECT COSTS
Notwithstanding any other provision of this Contract, the Contractor rnay, at its discretion, make
modifications not to exceed fifteen percent (15%) of each cost category item in the ATTACHMEIVT
III: ESTIMATED PROJECT COSTS.
The Contractor shall notify the Board in writing when making any budget modifications that would
exceed fifteen percent (15%0) of any cost category line item as identified in ATTACHMENT lll:
ESTIMATED PROJECT COSTS. Nothing in this section shall be construed to permit an increase in
the amount of grant as set forth Section 1.5 of this Contract.
1.8. PROJECT EXPENDITURES ELIGIBLE FOR REIMBURSEMENT
Payments to the Contractor shall be made on a reimbursement basis only. For the purposes of this
Contract, eligible costs shall be construed to mean costs incurred and paid, or costs incurred and
payable within thirty (30) days. Only costs that have been incurred on or after May 1`5, 2009, are
eligible for reimbursement under this Contract.
The Contractor may be reimbursed for eligible costs related to the activities identified in
ATfACHMENT I: PROJECT SCOPE OF WORK, in the following cost categories:
A. Real property and costs directly associated with such purchase, when purchased or acquired
solely for the purposes of the project;
B. Design, engineering, architectural, and planning;
C. Archaeological/historical review;
D. Construction management and construction observation (from external sources only);
E. Construction costs including, but not limited to, the following:
City of Federal Way Page 3 Contract Terms and CondiUons
LG09-951-129 11/30/2010 2009-2011 DirecFAppropria6on Contract
i. Site preparation and improvements;
ii. Permits and fees;
iii. Labor and materials;
iv. Taxes on project goods and services;
v. Capitalized equipment;
vi. Information technology infrastructure; and
vii. Landscaping.
F. Insurance premiums as required in Section 1.19;
G. Other costs authorized` through the tegislation.
1.9. BILLING PROCEDURES AND PAYMENT
The Board shall reimburse the Contraetor for eligible project expenditures up to the maximum
payable under this Contract. When requesting reimbursement for costs incurred or expenditures
made, the Contractor shall subrnit a signed and completetl lnvoice Voucher (Form A-19),
refe�encing the ATfACHMENT I: PROJECT SCOPE OF WORK project activity perFormed, and any
appropriate documentation. The Invoice Voucher must be certified by an official of the Contractor
with authority to bind the Contractor.
Each Invoice Voucher must be accompanied by a Project Status Report, which describes, in
narrative form, the progress made on the project since the last invoice was submitted, as well as a
report of project status to date. The Board will not release payment for any reimbursement request
received unless and until the Project Status Report is received. After approving the Invoice Voucher
and Project Status Report, the Board shall promptly remit a warrant to the Contractor.
The final Invoice Voucher payment shall not occur prior to the completion of all project activities as
identified in ATTACHMENT I: PROJECT SCOPE OF WORK.
The Contractor shall submit all lnvoice Vouchers and any required documentation to:
Contracts Administration Unit
Department of Commerce
PO Box 42525
Olympia, WA 98504-2525
The Board will pay the Contractor upon acceptance of services provided and receipt of properly
completed invoices, which 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.
The Board may, in 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.
Duplication of Billed Costs. The Contractor shall not bill the Board for services perFormed under this
Contract; and the Board shall not pay the Contractor, if the Contractor is entitled to payment or has
been or will be paid by any other source, including grants, for that service.
City of Federal Way Page 4 Contract Terms and Condi6ons
LG09-951-129 11/30/2010 2009-2011 Direct-Appropriadon Contract
Disallowed Costs. The Contractor is responsible for any audit exceptions or disallowed costs
incurred by its own organization or that of its subcontractors.
1.10. CERTIFIED PROJECT COMPLETION REPORT
The Contractor shall complete a Certified Project Completion Report when project activities
identified in ATTACHMENT I: PROJECT SCOPE OF WORK are complete. The Board will supply
the Contractor with the Certified Project Completion Report forms upon request.
The Contractor shall provide the following information to the Board:
A. A certified statement of the actual dollar amounts spent, from all funding sources, in completing
the project as described in ATTACHMENT I: PROJECT SCOPE OF WORK.
B. A certified statement that the project, as described in ATTACHMENT I: PROJECT SCOPE OF
WORK, is complete and, if applicable, meets required standards.
C. Certification that all costs associated with the project have been incurred and accounted for.
Costs are incurred when goods and services are received and/or contract work is perFormed.
1.11. REPORTS
The Contractor shall furnish the Board with Project Status Reports when submitting Invoice
Vouchers (as described in Section 1.9), Quarterly Project Reports at the end of each quarter, a
Certified Project Completion Report at project completion (as described in Section 1.10), and other
reports as the Board may require. Failure to file reports as requested may result in termination of
this Contract.
1.12. EVALUATION AND MONITORING
The Contractor shafl caoperate with and freely participate in any monitoring or evaluation activities
conducted by the Board, including site inspections, if necessary.
The Contractor may be asked by the Board to provide photographs, eitherhard copy or
electronically, which visually depict the progress made on the project.
The Baard or the State Auditor and any of their representatives shall have full access to and the
right to examine all of the Contractor's records with respect to all matters covered in this Contract.
Such representatives shalf be permitted to audit, examine, and make excerpts or transcripts from
such records and to make audits of all contracts, invoices, materials, payrolls, and records of
matters covered by this Contract. Such rights last for six (6) years from the date final payment is
made hereunder.
1.13. OWNERSHIP OF PROJECT/CAPITAL FACtLITIES
The Board makes no claim to any real property improved or constructed with funds awarded under
this Contract and does not assert and will not acquire any ownership interest in or title to the capital
facilities and/or equipment constructed or purchased with state funds under this Contract. This
provision does not extend to claims that the Board may bring against the Contractor in recapturing
funds expended in violation of this Contract.
1.14. CHANGE OF OWNERSHIP OR USE FOR CONTRACTOR-OWNED PROPERTY
The Contractor understands and agrees that any or all assets acquired, constructed, or otherwise
improved by the Contractor using the funds under this Contract shall be held and used by the
Contractor for the purposes stated in ATTACHMENT I: PROJECT SCOPE OF WORK for a period
of at least ten (10) years from the date the final payment is made.
City of Federal Way Page 5 Contract Tertns and Conditions
LG09-951-129 1113012010 200�2011 Direct-Appropriation Contract
For a period of at least ten (10) years from the date the final paymer�t is made, in the event that the
Contractor decides to change or transfer ownership of any or all assets acquired, constructed, or
otherwise improved by the Contractor using the funds under this Contract, the Contractor agrees
that any such decision or action must be submitted in writing and approved by the Board in writing
at least thirty (30) days prior to the execution of such decision or action.
In the event the Contractor is found to be out of compliance with this section, the Contractor shall
repay the principal amount of the grant as stated in Section 1.5, plus interest calculated at the rate
of interest on State of Washington general obligation bonds issued most closely to the effective
date of the legislation in which the subject asset was authorized. Repayment shall be made
pursuant to Section 1.20. Recapture Provision.
1.15. CHANGE OF USE FOR LEASED PROPERTY
The Contractor understands and agrees that any facility leased by the Cantractor that is
constructed, renovated, or otherwise improved using state funds under this Contract shall be used
by the Contractor for the purposes stated in ATTACHMENT I: PROJECT SCOPE OF WORK for a
period of at least ten (10) years from the date the final payment is made.
In the event the Contractor is found to be out of compliance with this sectian, the Contractor shall
repay the principal amount of the grant as stated in Section 1.5, plus interest calculated at the rate
of interest on State of Washington general obligation bonds issued most closely to the effective
date of the legislation in which the subject facility was authorized. Repayment shall be made
pursuant to Section 1.20. Recapture Provision.
1.16. HISTORICAL AND GULTURAL ARTIFACTS
In the event that historical or cultural artifacts are discovered at the project site during construction,
the Contractor shall irnrnediately stop construction and notify the state historical preservation officer
at the Washington State Department of Archaeology and Historic Preservation.
In the event that the Contractor finds it necessary to amend ATfACHMENT I: PROJECT SCOPE
OF WORK, the Contractor may be required to re-comply with Executive Order 05-05.
1.17. SIGNAGE, MARKERS. AND PUBLICATfONS
If, during the period covered by this Contract, the Contractor displays or circulates arty
communication, publication, or donor recognition identifying the financial participants in the project,
any such communication or publication must identify °The Taxpayers of Washington State" as a
participant.
1.18. PREVAILING WAGE LAW
The project funded under this Contract is subject to state prevailing wage law (Chapter 39.12
RCV11). The Contractor is advised to consult the Industrial Statistician at the Washington
Department of Labor and Industries to determine the prevailing wages that must be paid. The
Board is not responsible for determining the prevailing wages applying to this project or for any
prevailing wage payments that may be required by law.
1.19. INSURANCE
A. Private Organizations
The Contractor shall provide insurance coverage as set out in this section. The intent of the
required insurance is to protect the State of Washington should there be any Gaims, suits,
actions, costs, damages, or expenses arising from any loss, or negligent or intentional act or
omission of the Contractor or its subcontractors, or agents of either, while perForming under the
terms of this Contract.
Cily of Federal Way Page 6 Contract Tertns and Condi6ons
LG09-951-129 1113012010 2009-2011 Direct-Appropriation Contract
The insurance required shall be issued by an insurance company authorized to do business
within the State of Washington. Except for Professional Liability or Errors and Omissions
Insurance, the insurance shall name the State of Washington, its agents, o�cers, and
employees as additional insureds under the insurance policy. All policies shall be primary to
any other valid and collectable insurance. The Contractor shall instruct the insurers to give the
Board thirty (30) calendar days advance notice of any insurance cancellation or modification.
The Contractor shall submit to the Board within fifteen (15) calendar days of the Contract start
date, a certificate of insurance, which outlines the coverage and limits required under this
insurance section. During the term of the Contract, the Contractor shall submit renewal
certificates not less than thirty (30) calendar days prior to expiration of each policy required
under this section.
The Contractor shall provide insurance coverage that shall be maintained in full force and effect
during the term of this Contract, as follows:
Commercial General LiabiliN Insurance Policv. Provide a Commercial General Liability
Insurance Policy, including contractual liability, written on an occurrence basis, in adequate
quantity to protect against legal liability arising out of Contract activity but no less than
$1,000,000 per occurrence. Additionally, the Contractor is responsible for ensuring that any
subcontractors provide adequate insurance coverage for the activities arising out of
subcontracts.
Automobile Liabilitv. In the event that performance pursuant to this Contract involves the use of
vehicles, owned or operated by the Contractor or its subcontractors, automobile liability
insurance shall be required. The minimum limit for automobile liabitity is $1,000,000 per
occurrence, using a Cornbined Single Limit for bodily injury and property damage.
Professional Liability, Errors, and Omissions Insurance. The Contractor shall maintain
Professional Liability or Errors and Omissions Insurance. The Contractor shall maintain
minimum limits of no less than $1,000,000 per occurrence to cover all activities by the
Contractor and Jicensed staff employed or under.Contract to the Contractor. The State of
Washington, its agents, officers, and employees need not be named as additional insureds
under this policy.
Fidelitv Insurance. Every officer, director, employee, or agent who is authorized to act on
behalf of the Contractor for the purpose of receiving or depositing funds into program accounts
or issuing financial documents, checks, or other instruments of payrnent for program costs shall
be insured to provide protection against loss:
i. The amount of fidelity coverage secured pursuant to this Contract shall be $100,000
or the highest of planned reimbursement far the Contract period, whichever is lowest.
Fidelity insurance secured pursuant to this paragraph shall name the Contractor as
beneficiary.
ii. Subcontractors that receive $10,000 or more per year in funding through this
Contract shall secure fidelity insurance as noted aboue. Fidelity insurance secured
by subcontractors pursuant to this paragraph shall name the Contractor as
beneficiary.
The Contractor shall provide, at the Board's request, copies of insurance instruments or
certifications from the insurance issuing agency. The copies or certifications shall show the
insurance coverage, the designated beneficiary, who is covered, the amounts, the period of
City of Federal Way Page 7 Contract Terms and Condi6ons
LG09-951-129 11l30/2010 20012011 DirecFAppropria6on Contract
coverage, and that the Board will be provided thirty (30) days advance written notice of
cancel lation.
B. Self-Insured Contractors
With prior approval from the Board, the Contractor may provide insurance coverage under a
self-insured/liability pool or self-insured risk management program. In order to obtain
permission from the Board, the Contractor shall provide:
a description of its self-insurance program, and
a certificate andior fetter of coverage that outlines coverage, limits, and deductibles.
All self-insured risk management programs or self-insured/liability pool financial reports must
comply with Generally Accepted Accounting Principles (GAAP) and adhere to accounting
standards promulga#ed by;
GovernmentakAccounting Standards Board (GASB),
Financial Accounting Standards Board (FASB), and
iii. The Washington State Auditor's annual instructions for financial reporting.
Contractors participating in joint risk pools shall maintain sufficient documentation to support
the aggregate claim liability information reported on the balance sheet. The State of
Washington, its agents, and employees need not be named as additional insured under a self-
insured property/liability pool, if the pool is prohibited from naming third parties as additional
insured.
Contractor shall provide annually to the Board a summary of coverages and a letter of self-
insurance, evidencing continued coverage under Contractor's self-insured/liability pool or self-
insured risk management program. Such annual summary of coverage and letter of self-
insurance will be provided on the anniversary of the start date of this Contract.
Emplovers Liabilitv ("Stoq Gaq°) Insurance. ln addition, the Contractor shall buy employers
liability insurance and, if necessary, commercial umbrella liability insurance with limits not less
than $1,000,000 each accident for bodily injury by accident of $1,000,000 each employee for
bodily injury or disease.
Excess Coveraqe. By requiring insurance herein, the Board does not represent that coverage
and limits will be adequate to protect Contractor and such coverage and limits shall not limit
Contractor's liability under the indemnities and reirnbursements granted to the Board in this
Contract.
Unemqloyment and Industrial Insurance. The Contractor shall be in full compliance with all
state unemployment and industrial insurance laws while perForming work under this Contract.
The Board will not be responsible for payment of industrial insurance premiums or for any other
claim or benefit for the Contractor, or any subcontractor or employee of the Contractor, which
might arise under the industrial insurance laws during performance of this Contract.
Protection of Project Propertv. Contractor's Assumption of Risk. The Contractor shall
continuously maintain adequate protection of all the project work from damage and shall protect
the property from injury or loss arising in connection with this Contract. The entire work of the
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Contractor shall be at the sole risk of the Contractor. The Contractor may elect to secure fire,
extended coverage, and vandalism insurance or all-risk insurance to cover the project work
during the course of construction. The Contractor shall take all necessary precautions for the
safety of employees working on the project, and shall comply with all applicable provisions of
federal, state, and local safety laws and building codes to prevent accidents or injuries to
persons, on, about, or adjacent fo the premises where the work is being perFormed.
1.20. RECAPTURE PROVISION
In the event that the Contractor fails to expend state funds in accordance with state law and/or the
provisions of this Contract, the Board reserves the right to recapture state funds in an amount
equivalent to the extent of noncompliance. Accordingly, if construction of the Performing Arts and
Conference Center on the property purchased with this grant is not completed by December 31,
2020, the Contractor shafl retum the entire grant amount, as stated `in Section 1.5, to the Board.
Repayment by the Contractor of state funds under this recapture provision shall occur within thirty
(30) days of demand. In the event that the Board is required to institute proceedingsto enforce this
recapture provision, the Board shall be entitled to its cost thereof, including reasonable attomey's
fees.
1.21. REDUCTION IN FUNDS
In the event state funds appropriated for the work contemplated under this Contract are withdrawn,
reduced, or limited in any way by the Washington State Governor or Legislature during the Contract
period, the parties hereto shall be bound by any such revised funding limitations as implemented at
the discretion of the Board, and shall meet and renegotiate the Contract accordingly.
1.22. REAPPROPRIATION
The parties hereto understand and agree that any state funds not expended by June 30, 2011,
including the ten percent (10%) retainage as described in Section 1.9, will lapse on that date unless
specifically reappropriated by the Washington State Legislature or Govemor. The Board will make
all necessary efforts to seek reappropriation of funds into the 2011-2013 biennium. If funds are so
reappropriated, the Board's obligation under the terms of this Cantract shall be contingent upon the
terms of such reappropriation.
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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. "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.
C. "The Board" shall mean the Washington State Public Works Board created in Revised Code of
Washington (RC1l� 43.155.030, and who is a Party to the Contract.
D. "Personal Information" shall mean informafion 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 govemmental services or other activities, addresses, telephone numbers,
social security numbers, driver license numbers, other identifying numbers, and any financial
identifiers.
E. "State" shall mean the state of Washington.
F. "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 "subcontracto�' 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 Faee Sheet.
2.3. ALL WRITINGS GONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter af this Contract shall be deemed to
exist or to bind any of the parties hereta
2.4. AMENDMENTS
This Gontract 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) O'F 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.
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.
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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 attorneys fees
and costs.
2.9. AUDIT
A. General Requirements
Contractors are to procure audit services based on the following guidelines.
The Contractor shall maintain its records and accounts so as to facilitate the audit requirement
and shall ensure that Subcontractors also maintain �auditable records.
The Contractor is responsible for any audit exceptions incurred by its own organization or that
of its Subcontractors.
The Board reserves the right to recover from the Contractor all disallowed costs resulting from
the audit.
As applicable, Gontractors required to have an audit must ensure the audits are perforrned in
accordance with Generally Accepted Auditing Standards (GAAS); Government Auditing
Standards (the Revised Yellow Book) developed by the Comptroller GeneraL
Responses to any unresolved management findings and disallowed or questioned costs shall
be included with the audit report. The Contractor must respond to the Board requests for
information or corrective action concerning audit issues within thirty (30) days of the date of
request.
B. State Funds Req,uirements
Contractors expending $100,000 or more in total state funds in a fiscal year must have a
financial audit as defined by Government Auditing Standards (The Revised Yellow Book} and
according to Generally Accepted Auditing Standards (GAAS). The Schedule of State Financial
Assistance must be included. The schedule includes:
Contractor agency name
State program name
BARS account number
Contractor
Agency contract number
Contract award amount including amendments (total grant award)
Beginning balance
Current year revenues
Current year expenditures
Ending balance
Program total
If the Contractor is a state or local government entity, the Office of the State Auditor shall
conduct the audit. Audits of non-prafit organizations are to be conducted by a certified public
accountant selected by the Contractor.
The Contractor shall include the above audit requirements in any subcontracts.
In any case, the Contractor's financial records must be available for review by the Board.
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C. Documentation Requirements
The Contractor must send a copy of any required audit Reporting Package as described in
OMB Circular A-133, Part G, Section 320(c) no later than nine (9) months after the end of the
Contractor's fiscal year(s) to:
Department of Commerce
ATTN: Audit Review and Resolution Office
906 Columbia Street SW, Fifth Floor
PO Box 48300
Olympia WA 98504-8300
In addition to sending a copy of the audit, when applicable, the Contractor must include:
• Corrective action planfor audit findings within three (3) months of the audit being
received by the Bqard.
• Copy of the Management Letter.
2.10. CODE REQUIREMENTS
All construction and rehabilitation projects must satisfy the requirements of applicable local, state,
and federal building, mechanical, plumbing, fire, energy and barrier-fi 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.
2.11. CONFIDENTIALITYlSAFEGUARDING OF INFORMATION
A. "Confidential Information" as used in this section includes:
a. All material prouided to the Contractor by the Board that is designated as "confidential"
by the Board;
b. All rnateriaf produced by the Contractor that is designated as "confidential" by the
Board; and
c. All personal inforrnation 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
govemment services, addresses, telephone numbers, social securiry number, driver's
license number and other identifying numbers, and "Protected Health Information"
under the federal Health lnsurance 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 ConfidentiaC Information. The Contractor shall use Confidential tnformation
solely for the purposes of this Contract and shall not use, share, transfer, sell or disclose any
Confidential Information to any #hird 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 shalJ 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 retum to the
Board any Confidential Information tMat 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.
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2.12. 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.
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 detivered 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 public{y display. The
Contractor warrants and represents that the Contractor has all rights and permissions, including
inteflectual property rights, moral rights and rights of publicity, necessary to grant such a license to
the Board.
The Contractor shall exert alf reasonable effort to advise the Board, at the time of delivery of
Materials fumished under this Contract, of all known or potentiaf 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 Gontractor with respect to any Materials delivered under this
Gontract. The Board shall have the right to modify or remo�e any restrictive markings placed upon
the Materials by the Contractor.
2.14. DISALLOWED` COSTS
The Gontractor is responsible for any audit exceptions or disallowed costs incurred by its own
organization or that of its Subcontractors.
2.15. DISPUTES
Except as otherwise provided in this Contract, when a dispute arises befinreen the parties and it
cannot be resolved by direct negotiation, either party 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 (respondenYs) 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.
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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
altemate 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. ETHICS/CONFLICTS OF INTEREST
In performing underthis Contract, the Contractor shall assure compliancewith the Ethics in Public
Service Act (Chapter 42.52 RC11� and any other applicable state or federal law related to ethics or
conflicts of interest.
2.18. GOVERNING LAW AND VENU!E
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.
2.19. INDEMNIFICATION
To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the
state of Washington, the Board, aN other agencies of the state and all officers, agents and
employees of the state, from and against all claims or damages for injuries to persons or property
or death arising out of or incident to the Contractor's performance or failure to perform the Contract.
The Contractor's obligation to indemnify, defend, and hold harmfess includes any claim by the
Contractor's agents, employees, representatives, or any Subcontractor or its agents, employees, or
representatives.
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.
Subcontracts shall include a comprehensive indemnification clause holding harmtess the
Contractor, the Board, the state of Washington, its officers, employees and authorized agents.
The Contractor waives its immunity under Title 51 RCW to the extent it is required to indemnify,
defend and hold harmless the state and its agencies, o�cers, agents or employees.
2.20. 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 ar 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.
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2.21. INDUSTRIAL INSURANCE COVERAGE
The Contractor shall comply with all applicable provisions of Title 51 RCW, Industrial Insu�ance. 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.
2.22. LAWS
The Contractor shall compfy with all applicable laws, ordinances, codes, regulations and policies of
local and state and federal governments, as now or hereafter amended including, but not limited to:
Washington State Laws and Regulatians
Affirmative action, RCW 41.06.020 (14).
Boards of directors or officers of non-profit corporations — Liability - Limitations, RCW 4.24.264.
Disclasure-campaign finances-lobbying, Chapter 42.17 RCW.
Discrimination-human rights commission, Chapter 49.60 RCW.
Ethics in public service, Chapter 42.52 RCW.
Housing assistance program, Chapter 43.185 RCW
Interlocal cooperation act, Chapter 39.34 RCW.
Noise control, Chapter 70.107 RCW.
Office of minority and women's business enterprises, Chapter 39.19 RCW and Chapter 326-02
WAC.
Open public meetings act, Chapter 42.30 RCW.
Prevailing wages on public works, Chapter 39.12 RCW.
Public records act, Chapter 42.56 RCW.
Relocation assistance - real' property acquisition policy, Chapter 8.26 RCW.
Shoreline management act of 1971, Chapter 90.58 RCW.
State budgeting, accounting, and reporting system, Chapter 43.88 RCW.
State building code, Chapter 19.27 RCW and Energy-related building standards, Chapter 19.27A
RCW, and Provisions in buildings for aged and handicapped persans, Chapter 70.92 RCW.
State Coastal Zone Management Program, Publication 01-06-003, Shorelands and
Environmental Assistance Program, Washington State Department of Ecology.
State environmental policy, Chapter 43.21 C RCW.
State Executive Order 05-05 Archeological and Cultural Resources.
2.23. LICE'NSING. ACCREDITATION AND REGISTRATION
The Contractor sha{I compty with all applicable local, state, and federal licensing, accreditation and
registration requirements or standards necessary for the performance of this Contract.
2.24. LIMITATION OF AUTHORtTY
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.
2.25. LOCAL PUBLIC TRANSPORTATION COORDI(VATION
Where applicable, Contractor shall participate in local public transportation forums and implement
strategies designed to ensure access to services.
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2.26. 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.
2.27. 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. PRENAILING WAGE LAW
The Contractor certifies that all contractors and subcontractors performing work an the Project shall
comply with state Rrevailing 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 shaH maintain records sufficient to evidence compliance with Chapter 39.12 RCW, and
shall make 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 underthis Contract provided, however, that reasanable fees or bona fide technical
consultant, manageriaP, or other such services, other than actual solicitation, are not hereby
prohibited if othenivise 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 connection 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.
Repayment by the Contractor of funds under this recapture provision shatl 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
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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 to the Board, 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 authorizetl 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
ftanding limitations and conditions.
2.36. SEVERABILITY
If any provision of this Contraet 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 rnrithout the invalid provision, if such remainder conforrrrs 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. SURYIVAL
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.
2.38. 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.
2.39. TERMINATION FOR CAUSE / SUSPENSION
In event the Board determines that the Contractor failed to comply with any term or condition of this
Contract, the Board may terminate the Contract in whole or in part upon written notice to the
Contractor. Such termination shall be deemed "for cause." Termination shall take effect on the
date specified in the notice.
In the alternative, the Board upon written notice may allow the Contractor a specific period of time
in which to correct the non-compliance. During the corrective-action time period, the Board may
suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right
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to pertorm duties under this Contract. Failure by the Contractor to take timely corrective action
shall allow the Board to terminate the Contract upon written notice to the Contractor.
"Termination for Cause" shall be deemed a"Termination for Convenience" when the Board
determines that the Contractor did not fail to comply with the terms of the Contract or when the
Board determines the failure was not caused by the Contractor's actions or negligence.
If the Contract is terminated for cause, the Contractor shall be liable for damages as authorized by
law, including, but not limited to, any cost difference between the original contract and the
replacement contract, as well as all costs associated with entering into the replacement contract
(i.e., competitive bidding, rnailing, advertising, and staff time).
2.40. TERMINATION FOR GONVENIENCE
Except as otherwise prouided 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.
2.41. TERMINATION PROCEDURES,
After receipt of a notice of termination, except as otherwise directed by the Board, 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 related to the
Contract;
C. Assign to the State 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. Any
attempt by the Contractor to settle such claims must have the prior written approval of the
Board; and
D. Preserve and transfer any materials, Contract deliverables and/or the Board property in the
Contractor's possession as directed by the Board.
Upon termination of the Contract, the Board shall pay the Contractor for any service provided by the
Contractor under the Contract prior to the date of termination. The Board may withhold any amount
due as the Board reasonably determines is necessary to protect the Board against potential loss or
liability resulting from the termination. The Board shall pay any withheld amount to the Contractor if
the Board later determines that loss or liability wifl not occur.
The rights and remedies of the Board under this section are in addition to any other rights and
remedies provided under this Contract or otherwise provided under law.
2.42. 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:
PROJECT SCOPE OF WORK
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-APPROPRIATION PROJECTS
Contractor: City of Federal Way
Contract Number: LG09-951-129
Project Title: Federaf Way Urban Infrastructure
The project's scope of work is comprised of the following project activities:
Purchase of real propertv for $5,375,000: Closing on the acqu:�sition will be on or before
December 30, 2010.
100 000: These improvements are projected to be completed by mid 2011. The proposed
infrastructure improvements will consist of: sidewalk widening, installation of City Center
standard street fights, and planting of City Center standard street trees and other
landscaping. The total cost witt include in-kind design and installation.
If the above scope of work includes engineering, planning, or design activities, the Contractor shall make
alf plans and documents funded in whole or in part by this Contract available for the Board's review upon
reasonable request.
The project will be considered complete when all the project activities identified in the above scope of
work are complete. Additionally, the project performance measures listed below must be accomplished by
December 31, 2020.
Construction of the Performing Arts and Conference Center will be completed by the end
of December 2020. Upon acquisition of the site, a capital raising campaign wilt commence,
including potential identification of any public-sector resources. This could take 2-5
years. Once sufficient capital has been identified, the design phase will commence, lasting
approximately 1 year. Environmental compliance and permitting would follow, again
lasting approximately 1 year. Finafly construction would ensue, lasting up to 2 years.
Once completed, this project will greatly enhance the local economy by attracting
pertormance and conference events that currently cannot be accommodated in the City of
Federal Way. In addition, tfiis significant investment and development within a
substantially under-developed portion of the Federal Way City Center will serve as a
catalyst to help induce additional private and public development to achieve the City's
Comprehensive Plan vision of a more densely developed, mixed-use, pedestrian-friendly,
and transit-oriented City Center.
In the event that the Contractor fails to complete the construction of the Performinq Arts and Conference
Center on the propertv qurchased with this grant by December 31 2020 the Contractor shall retum the
entire prant amount, as stated in Section 1.5, to the Board.
City of Federal Way Page 19 Attachment I: Project Scope of Work
LG09-951-129 11130/2010 200�2011 Direct-Appropriation Caitrad
The Contractor, by its signature below, certifies that the projecYs scope of work and performance
measures set forth above have been reviewed and approved by the Contractor's governing body as of
the date and year written below.
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G �
SIGNATURE
Skip Priest
NAM E
Mayor
TITLE
/��7/IG
DATE
Ciry of Federal Way Page 20 Attachment I: Project Scope of Work
LG09-951-129 11/30/2010 2009-2011 Direct-Appropriation Contract
ATTACHMENT II:
CERTIFICATION OF THE AVAILABILITY OF FUNDS TO
COMPLETE THE PROJECT
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-APPROPRIA710N PROJECTS
The Contractor, by its signature below, certifies that project funding from sources other than those
provided by this Contract and identified above has been reviewed and approved by the Contractor's
governing body or board of directors, as applicable, and has either been expended for eligible project
expenses, or is committed in writing and available and wifl remain committed and available solely and
specifically for carrying out the activities described in ATTACHMENT I: PROJECT SCOPE OF WORK, as
of the date and year written below. The Contractor shall maintain records sufficient to evidence that it has
City of Federal Way Page 21 Attachment II: Availability of Funds Certification
L609-951-129 11I3012010 2009-2011 Direct-Appropriation Contract
Contractor: City of Federal Way
Contract Number: LG09-951-129
expended or has access to the funds needed to complete the activities described in ATTACHMENT I:
PROJECT SCOPE OF WORK, and shall make such records available for the Board's review upon
reasonable request.
/
SIGNATURE
Skip Priest
NAME
Mayor
TITLE
l�l�/1v
DATE
City of Federal Way Page 22 Attachment II: Availability of Funds Certification
LG09-951-129 11/30I2010 2009-2011 Direct-Appropria6on Contract
ATTACHMENT III:
ESTIMATED PROJECT COSTS
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-APPROPRIATION PROJECTS
The Contractor, by its signature below, certifies that the Estimated Project Costs set forth above have
been reviewed and approved by the Contractors goveming body or board of directors, as applicable, as
of the date nd year written belaw.
r �
IGNATURE
Skin Priest
NAME
Mavor
TITLE
l�/7�1v
DATE
City of Federal Way Page 23 Attachment III: Estimated Project Costs
LG09-951-129 11/30/2010 2009-2011 DirecFAppropriabon Contract
Contractor: City of Federal Way
Contract Numbet: LG09-951-129
ATTACHMENT IV:
CERTIFICATION OF THE PAYMENT AND REPORTING OF
PREVAILING WAGES
PUBLIC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-aPPROPRIATION PROJECTS
Contractor: City of Federal Way
Contract'Number: LG09-951-129
The Contractor, by its signature below, certifies that all contractors and subcontractors performing work
on the project as described in ATTACHMENT I: PROJECT SCOPE OF WORK shall comply with
prevailing wage laws set forth in Chapter 39.12 RCW, as applicable to the project funded by this Contract,
including but not timited to the filing of the "Statement of lntent 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 make such records available for the Board's
review upon request.
If any state funds are used by the Contractor for the purpose of construction, applicable State Prevailing
Wages mustbe paid.
The Contractor, by its signature below, certifies that the declaration set forth above has been reviewed
and approved by the Contractor's governing body as of the date and year written below.
�
� � _
NAT E
Skiu Priest
NAM'E
Mayor
TITLE
(� f � Iin
DATE
City of Federal Way Page 24 Attachment IV: Prevailing Wages Certfication
LG09-951-129 11I3012010 2009-2011 Direct-AppropriaUon Contrad
ATTACHMENT V:
CERTIFICATION OF THE INTENT TO ENTER THE LEADERSHIP IN
ENERGY AND ENVIRONMENTAL DESIGN (LEED)
CERTIFICATION PROCESS
PUBUC WORKS BOARD
2009-2011 GRANT PROGRAMS—DIRECT-APPROPRIATION PROJECTS
Contractor: City of Federal Way
Contract Number: LG09-951-129
The Contractor, by its signature below, certifies that it will enter into the Leadership in Energy and
Environmental Design (LEED) certification process, as stipulated in RCW 39.35D, as applicable to the
project described in ATTACHMENT I: PROJECT SCOPE OF WORK funded by this Contract. The
Contractor shall, upon receipt of LEED certification by the United States Green Building Council, provide
documentation of such certification to the Board.
The Contractor, by its signature'below, certifies that the declaration set forth above has been reviewed
and approved by the Contractor's goveming body or board of directors, as applicable, as of the date and
year written below.
SIGNATURE ' �pgl.E
OT APP�
NAME ro j ect)
. Xempt p
TITLE
DATE
City of Federal Way Page 25 Attachment V: LEED Certifica6on
LG09-951-129 11130/2010 2009-2011 Direct-Appropria6on Contract