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Home My WebLink About6622 ORDINANCE N0. 6_62.2 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING MUNICIPAL INDEBTEDNESS AND APPROVING THE DRINKING WATER STATE REVOLVING FUND LOAN AGREEMENT FOR GOAL CREEK SPRINGS TRANSMISSION MAIN REPLACEMENT WHEREAS, the City of Aubum (''City"), Washington, operates a water supply and distribution system ("Water System"), sanitary sewage system ("Sewer System"), and stormwater drainage system ("Stormwater System," and together, the "System"), and provides drinking water to its customers within its water serVice area from its own water supplies; and WHEREAS, Coal Creek Springs ("CCS") is the Ci.ty's largest source of supply, accounting for approximately 60 percent of the total water produced for the City; and WHEREAS, water from CCS is conveyed to Aubum's Howard Road Gorro.sion Control Facility and #hen to the water distribution system through a 2-mile long, 24-inch diameter pipe that was constructed in 1964 ("CCS Transmission Main"); and WHEREAS, approximately 1,000 feet of the CCS Transmission Main consists of steel pipe originally constructed in 1925 that crosses under the White River; and WHEREAS, a 2014 evaluation of the CCS Transmission Main ident�ed concems about the structural integrity of the steel pipe under the White River, and failure of the CCS Transmission Main would be catastrophic for the City's water supply; and WHEREAS, the City intends fo construct a second, parallel transmission pipeline under 4he White River as described in the City's ComPrehensive Water Plan (October 2015), and then rehabilitate the exis#ing steel Transmission Main to improve its structural integrity and prevent leaks; and Ordinance No. 6622 September27, 2016 Page 1 of 4 WHEREAS, the City applied for and received approval from the Washington State Public Works Board ("Boa�d°) for a Drinking Water State Revolving Fund loan (Loan No. DM16-952-046) to provide partial funding for the project entitled "Coal Creek Springs Transmission Main ReplacemenY' (the "CCS Project"); and WHEREAS, the City has issued and may issue from time to time in the future certain utility system revenue bonds payable from and secured by a lien on Net Revenue of the System and ULID Assessments (as such terms are defned in Ordinance No. 6451 passed by the Gity Council on February 19, 2013) (together, "Senior Lien Bonds"); and WHEREAS, the ordinances authorizing the issuance of the outstanding Senior Lien Bonds authorize the City to issue, deliver and/or enter into other obligations payable frbm and secured by a lien on the Net Revenue of the System that is junior to the lien on such revenues securing the payment of the Senior Lien Bonds; and WHEREAS, it is in the best inferest of the City to enter into a contract with the Board for a subordinate lien loan to finance the CCS Project as provided herein; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY DO ORDAIN as follows: Section 1. Authorization. Th"at the Mayor is hereby au4horized to execute, on behalf of the City, a Capital Agreement beiween the City and the Board ("AgreemenY') for a Drinking Water State Revolving Fund loan (Loan No. DM16-952- 046) ("Loan") for the CCS Project in accordance with the terms and provisions set forth the Agreement a�xed hereto, together with its Attachments, collectively marked as Exhibit "A" and incorporated herein by this reference. Ordinance No. 6622 September 27, 2016 Page 2 of 4 Section 2. Securitv and Pavment. The Loan shall be a special revenue obligation of the City payable solely from availabie revenues of the Water System. The Loan sFiall bear interest, be payable, and be subject to prepayment as set forth in the Agreement. The City hereby authorizes the creation of a Special fund or account of fhe City to be used for the payment of principal of and interest on the Loan (°Loan Fund"). As long as the Lo.an remains owtstanding, the City hereby irrevocably obligates and binds itself to set aside and pay from revenue of 4he Water System into the Loan Fund those amounts necessary, together with such other funds as are on hand and legally available, to pay the principal of and interest on the Loan as it be.comes due and payable. The amounts pledged to be paid into the Loan Fuhd shall be a prior lien on revenue of the Water System subject only to (a) the payment of Maintenance and Operation Expense of the System, (b) the payment of the principal of and interest on any reve.nue bonds, notes, warrants or other obligations of the System having a lien on Net Revenue, including but not limited to Senior Lien Bonds, and (c) the City's other obligations under the ordinances authorizing the Senior Lien Bonds in accordance with the priority of payments set forth therein. The Loan shall be payable solely from the revenue of the Water System and shall not be a general obligation of the City. Section 3. Administrative lmolementation. That. the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 4. Severabilitv. The proVisions of this ordinance are declared to be separate and severable. The invalidity of any clause, sentence, paragraph, sec4ion or Orilinance No. 6622 8eptember 27, 2016 Page 3 of 4 portion of fhis ordinance, or the invalidity of the application thereof to any person or circumstance shall not affect the validity of the remainder of this ordinance, or the validity of its application to other persons or circumstances. Section 5: Effective date. This Ordinance shall take effect and be in force five days from and after its passage, approval and publication as provided by law. INTRODUCED: OCT 17 2016 PASSED: OCT 17 2016 APPROVED: OCT 17 2Di6 CITY OF AUBURN NAN ACKUS, MAYOR ATTEST: (. Da 'elle E, Daskam, City Clerk APP ED A TO FORM: iel B. ei , ity ttorney Published: �GC�-��d�/lo.� �`�` `� ��J Ordinance No. 6622 September 27, 2016 Page 4 of 4 i--�. � Washington State j � Public Works Board 1 1011 Plum Street SE "' Post Office Box 42525 � Olympia,Washington 885042525 Capital Agreement between: City of Auburn and Public Works Board For: Project Name: Coal Creek Springs Transmission Main Replacement Loan Number: DM16-952-046 Loan Type: DWSRF NT Gontract Start Date: Contract Execution Date � Department of Commerce Innovation is in our nature. Washington State Department of Commerce www.commerce.wa.aov Pagei DECLARATIOiVS ._- - - _ _ - - - - - --_ ---- _ _ - - �CLIENT INFORMATION_ - _ _ - --- � - �� _. . _ . _. __._ . _ _._._. .__ ..__, Legai Name: City of Auburn Loan Number: DMi6-952-046 Award Year. 2016 StatB Wide Vendor Number: SWV0002069-00 ,��_�_. ___ - --- � -- ----- ... _. �__ --- - . _PROJECT INFORMATION _ �._-. __._ _ _ _ ..-- --- -- - __.____. J Project Title: Coal Creek SpringsTransmission Main Replacement Project City: Aubum Project State: Washington Project Zip Code: 98001 — ---- - -- -�--- -- -- ----� 'LOAN INFORMATION, __._..___� �._.. ____�.__�_.,. . _ -- - - __ _ -- -- - _ _ _--- Loan Amount: $1,353,400.00 Loan Fee(Included in loan amount if applicable) $13,400.00 Loan Forgiveoess %: O�o Loan Term: 10 years Interest Rate: 1.50% Payment Month: October 1st Earliest Date for Construction ReimbUrsement: 7Hf2015 Time of Performance 48 months from Contract execution date to Project Completion date, , - - --_,_� __ ,___ ___ ___ _ . - _ ____ ..., , FONDING INFORMATION �_. ,, .,__ _ _ ' Total Amount of Federal Award (as applicable) [To be determined] Federal Award Date [To be determfned] Federal Award ID#(FAIN) [To be determined] Amount of Federal Funds Obligated by this action [To be determined] Awarding Official [To be determined] - ---- _.___ ____. . __-- - - , �.SPEGIAL TERMS AND CONDITIONS GOVERNING THIS LOAN AGREEMENT The following sections of this contract are hereby deleted: Section 2.2-ADMINISTRATIVE COST ALLOCATION (final sentence): "An approved current federal indirect cost rate may be applied up to the maximum administretive budget allowed". Section 2.24. - INDIRECT COSTS(entire section). _ _.__. _. _ LOAN.:SECURITY CONUITION GOVERNING'THIS LOAN AGREEMENT_ _ ' This loan is a revenue obligation of the Contractor payable solely from the net revenue of fhe Water system. Payments shall be made from the net revenue of the utility afterthe payment of the principal and intereston any revenue bonds, notes,war[ants o�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 fufure bonds and notes that constitute a lien and charge on net revenue superior to the tien and charge of this loan Contract. This dption may be used only if the entire project is a domestic water,.sanitary sewer,storm sewer, or solid waste utilityproject. Page ii _ _ DECLARATIONS(continued) Loan Number: DM16-952-046 Project Title: Coal Creek Springs Transmission Main Replacement Scope of Work: This project will include 1 construction of approximately 600 LF of new 24 inch diameter water main crossing underneath the White River, valving, and associated appurtenances; 2 inspection of the existing steel transmission main for possible leaks and 3 lining approximately 450 If of the existing steel transmission main to improve its structural integrity and prevent leaks. In addition to costs of construction, costs may include (but are not limited to): engineering, cultural and historical resources review, permits, public involvement, and bid documents needed to meet local,state, and federal standards. Page iii CONTRAGT FACE SHEET Contract Number: DM16-952-046 ' Drinking Water State Revolving Fund (DWSRF) ' 2016 (Municip.al) 7. Confractor 2. Contractor poing Business As (optionai) City ofAuburn N/A 25 West Main Street, Water Utility Engineer Auburn,WA 98001 3. Contractor Representative 4. Public Works Board Representative N/A NIA 5. Contract Amount 6. Funding Source 7. Contract Start Date 8. Contract End Date $1,353,400.00 Federal: � State: � Contract Execution Date October 1, 2025 Other: ❑ N/A: ❑ 9. Federal Funds(as applicable) Federal Agency CFDA Number N/A EPA 66.468 10.Tax ID# 11. SNN# 12. UBI# 13. DUNS# N/A SWV0002069-00-00 032942575 74. ContrectPurpose The purpose of this Contract is to provide funding for a project of a local government that furchers 4he goals and objectives of the Drinking Water State Revolving Fund Loan Program. The project will be undertaken by the Contractorand will include the activities described in the Declared Sco e of Work. 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 4he 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 fotlowing other documents incorporated by reference: Contractor Terms and 6onditions including Dedarations Page;Attachment I:Attorney's Gertification; Attachment II: Federal and State Requirements; Attachment IIC Disadvantaged Business Enterprise Requirements; Attachment IV: Certification Regarding Debarment, Suspension, and Other Responsibility Matters; Attachment V: DWSRF Eligible Project Gosts; and Attachment YI: Labor Standard Provisions for Subreci ients that are Governmentai Entities. FOR'THECONTRACTOR FOR PUBLIC WORKS BOARD Signature � Stan Fi��P`�'" o"`"` oard� �Ru��y ? �i�, � 8. zo%f Prin� Date ' l`I�yd� Title APPROVED AS TO FORM ONLY ��' �4• �b This 30th Dav of November, 2015 Date Bob Ferguson Attorney General Sipnature on file Kathryn Wyatt Assistant Elttorne General City of Aubum Page 1 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) City of Aubum Page 2 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) TABLE OF CONTENTS ,__._ _.._ _ ___ _ - - -_ _ __ __- ---- ; CONTRACT TITLE PAGE i � � CONTRACT DECLARATIONS ii j __ _.__... __ __ _ _ �, CONTRACT FACE SHEET 1 � . _ _ _. � TABLE OF CONTENTS 3 I _ _... __ _ _ _.. . _ _ Part 1 SPECIAL TERMS AND CONDITIONS _.... _. � _ _ ' 1.1 DEFINITIONS 7 � � _.:__ _ _... _ _ _ � ,_... _ _ _._ 11.2. AUTHORITY 7 __ .... --._._... _..... __.. _ _...._ __.____.__......._. --_.. . _ — _ __ 7 � 1;3. PURPOSE _...... . . . __.....__ __ __ . _ __ _ _. .. _ __ __ __ 1.4. QRDER OF PRECIDENCE 7 , 1,5 AMOUNT OF LOAN -� _ _. - __. 8_.� 1.6. LOAN FEE 8� __. __. _ __. _ - 1J. TERM OF LOAN .. . 8 I II 1.9. DISBURSEMENT OFLOAN PROCEEDS AND REQUIRED DOCUMENTATION 8 � _.. -- _ _ _ _. _ _.. . _._._ _ _..._. I 1,10 TIME OF PERFORMANCE 9 __ . .:._ __ _.. _ _..... _. _..... __ _.. ._._.. I 1.11. PROJECT COMPLETION AMENDMENT AND THE CERTIFIED PROJECT COMPLETION REPORT 9 - -- __ _ _ __ --- --- _ --- — � 1.12. REPAYMENT 10 I 1,13. DEFAULT IN REPAYMENT 10 _._._ _ ..._......__ _ ...._._. . . ___ _...... . .. __ _.... . . __ ___ _10_ � 1.14. LOAN SECURITY _........ . _ _....__ __ _ _... __ ........... I 1.15. HISTORICAL AND CULTUR,4L ARTIFACTS 10 . . ___ _ _ _.. _,.., __ _ _ _ _ . 1.16 FEDERA�AND STATE REQUIREMENTS 11 _� . .. _....._.__... ___. __ _ _.... � 1:17. COMPETITIVE BIDDING REQUIREMENTS 11 __ _._._ __.._. _ _ _. _ _ ._. .. .. _ _. 1.18 ELIGIBLE PROJECT COSTS 11 --_ _.. __ _.. _ __ ._._. 1.19. PREVAILING WAGE 11 --- — _.... _ __. _.._..... _- ---- I 1.20 FEDERAL EXCLUSION 12 ___ _...__. __._ _ _....__ __ __ _ _..__-- 1.21. REGISTRATION WITH CENTR,4L CONTRACTOR REGISTRATION (CCR) 12 __. _ ___ _.._. _ _ . ...._ _.._. ...._. -.. _ 1.22 RECORDKEEPING AND ACCESS TO RECORDS 12 _... __ _ _ _ _.. _._._. 1.23. REPORTS 12 __... _ _.._ _ I 1.24. AMENDMENTS, MODIFICATIONS, ASSIGNMENTS, AND WAIVERS 13 ,__...� .�. . . ,._ _ . __ _ __ _ _.... __ i 1.25. TERMINATION FOR CAUSE 13 _ . _ _ _ _. ' 1.26 TERMINATION FOR CONVENIENCE 13 � _ _ __ _..... _ 1.27 AUDIT 13 -- ----_ _ _ _ _.. _._.... — -- j 1.28. PROJECT SIGNS 14 _- -.. _...._.�- --__ _._._ ___._ _ _ __-----__... ...._ .._... __ _..__ ____....__ j 1.29. DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS 14 ,___.... _....._�._ ____ _. _ .._..._._._ _ _ ___.._,...._ .. _......... __ _ ___ _ ___ -- 1.30. NONDISCRIMINATION PROVISION 14 __..... _._. _... _ ___ _._ _. _... ___.__....._ 1.31 PROHIBITION STATEMENT _.....__ _ __ _.._ _._ 15_I ' 1.32. FALSE, INCORRECT, OR INCOMPLETE INFORMATION OR CLAIM 15 I _..... :. .._.,._... __ ___ �. . _._ _ _. .._....... 1.33. LITIGATION 15 _.. ......._.._ __... ___. _� ......._ _ _. __ . _._.... t 1.34. ESTABLISHMENT OF ADEQUATE RATES AND RESERVES 15 _. _... _._. _. _ _ _ __.. 1.35 SPECIAL CONDITIONS 15 I � _._.._ . . __ _ _.. _..- -_ _._. I 1:36. INVESTMENT GRADE AUDIT 15 _....__ ..._.. - - -._. _ __ _.._. - - _� .__ ___ --- � 1.37 BUY AMERICAN 15 _._ _... --- __. __ __... __. _.._--_ .__... Cily of Aubum Page 3 DM1&952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) PaR 2 GENERAL TERMS AND CONDITIONS _._.__ ---- _ , 2.1. DEFINITIONS 17 I__...._ _........_..__... .. ..__...____. . .. ---...... __ , 2.2. ADMINISTRATIVE COST ALLOCATION 17 __..__ . ......--_...._ _ _.._.._...._ _ -___ _. _ _...---...... _ _ _ I 2:3. ALLOWABLE COSTS 17 _._........ __ _..... _._ _ __.__ ........ �i 2.4. ALL WRITINGS CONTAINED HEREW 77 _........ ......_-- _.._ __ __.___ __ _ � 2.5. AMENDMENTS 17 � _....___ . ..,._�._...._ . _ __ __..._.._ __.__..___.._�-- AMERICANS WITH DISABIUTIES ACT (ADA)OF 1990, PUBLIC LAW 101-336, also referred to as the � 2's' "ADA"28 CFR Part 35 �� ----____ _.._.. ; 2.7. APPROVAL 17 � _..__. _ _.....__ _ _ .. .........__ _. __.___.. � 2.8. ASSIGNMENT 18 � __. . . ._......_._... _ _____ __ _.. _. ____--; ! 2.9. ATTORNEYS' FEES 78 ! _ _.._..__... ____. �_._......__ __ __._ ___ __....__. _ .....__....._.. ___.._..___--' �� 2.10. AUDIT 18 I i __.. ____... __ ___._ _._..... CERTIFICATION REGARDING DEBARMENT, SUSPENSION OR INELIGIBILITY AND VOLUNTARY � 2.11 EXCLUSION—PRIMARY AND LOWER TIER COVERED TRANSACTIONS _ 79 _ _� � __ , � 2.12. CODE REQUIREMENTS . 19 I ___ ..... ..__.__. ----.. __.. � _ ..._.. ... .___ _....... __ ___. � 2.13. CONFIDENTIALITY/SAFEGUARDING OF INFORMATION 19 I __.__ _.. _ ___ _...�_._......__ ._... _..__ ___ .. I 2,�4 CONFLICT OF INTEREST 20 � _ _. _... --- _ _I 2.15 CONFORMANCE 20 ;, h -....- --- — _...... -- —_ _. ___ _._ __...__.. _ _ _. _, 2.16. COPYRIGHT PROVISIONS 20 � _......._ _.... __..---_ __._ _ _... _._ i 2.17 DISALLOWED COST$ 21 , --....---- ___ _.__. _... __.... ___ _ ...._ _ . __ ; 2.18. DISPUTES 21 I _. _ ___._._. _____. 2.19. DUPLICATE PAYMENT 21 l � 2.20 ETHICS/CONFLICTS OF INTEREST 21 _... _ i 2.21. GOVERNING LAW AND VENUE 21 _ _ , _ ... I 2:22 INDEMNIFICATION 21 j _. __.. _..___ ____ _..._.... __ -- _ _ �I 2.23. INDEPENDENT CAPACITY OF THE CONTRACTOR 22 I _._......... __ __ _._.__ ___ _....._.. . _ i 2:24 INDIRECT COSTS 22 � __._._ _.___ —_. _._._ __ __._ __ _._._..._.�_.. ...._..._..._ __ _� ; 2.25. INDUSTRIAL WSURANCE COVERAGE 22 j , 2.26. LAWS -- ...__ _......._.. . .'--._.. ___ _ ...._ .. ...__....__ _...___ _.------ _. _ __ __22, -...... _ ___ I 2.27. LICENSING, ACCREDITATION AND REGISTRATION 24 _._.... _..... _- ... . �__......_ _ _ __ � 2.28. LIMITATION OF AUTHORITY 24 _._.. _... _.___ _.._ ; 2.29. LOCAL PUBLIC TRANSPORTATION COORDINATION 24 � ___ __ ......._ _ _ _ � 2.30. NQNCOMPLIANCE WITH NONDISCRIMINATION LAWS 24 � �..:._:.. . __ _. _._......_. .....---- .. .. _. __ , 2.31. NOTIFICATION OF TENANT RIGHTS/RESPONSIBILITIES 25 I ---_._ _:.. _ .._ __ . 2.32. POLITICAL ACTIVITIES 25 I _::__. _. . ...._._.._ ____ ___..._ _ _ . -- __ li 2.33 PREVAILING WAGE LAWS 25 j ---- ....._.._ _._.__........_ _......_.. _.___._.._ .. _...._ ___._.. _ ..-- ; 2:34 PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS 25� r. .:-- — .._..-_ ---- ------- ----- - -... _._._ __. _....... . _._ _. i 2 35 PROHIBITION AGAINST PAYMENT OF BONUSES OR COMMISSION 26 � I._..'....... . ......._..... ._.._.__... ....._..._. --_-_.......__ .__._ __... . ......_.....__ ....__.....__ ............_.._ . _....... __. ..__...... � 2;36. PUBLICITY 26 , .:..... _ _._...__ __ __ _. _. � ..__. _. i 2.37. RECAPTURE 26 _..... . _ � 2:38. REGORDS MAWTENANCE 26 _..:..... _. ...._.::_._ _ _._......_... � .....__- 2.39. REGISTRATION WITH DEPARTMENT OF REVENUE 26 I _. _ _ — � 2.40 RIGHT OF INSPECTION 26 J L2.41 SAVINGS _ __ _ -- --...- _.....—.. - 27_�I City of Aubum Page 4 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) 2.42. SEVERABILITY 27 ', ___. __.. _ ___ _ _ __ ___ __ 2.43. SUBCONTRACTING 27 ! 2.44. SURNNAL"___ ___ ___ _ ___ __ _ _ _ ___ 27 I __ _.. __ __ __ ___ _ ' 2.45. TAXES 27 1 ___ _ __ _ _. __. _ _... � 2.46. TERMINATION FOR CAUSE/SUSPENSION 27 ', __ , ___,_ _ __ __ _ __ __ __ , ' 2.47. TERMINATION FOR CONVENIENCE 28 '; , 2.48. TERMINATION PROCEDURES __ _ _ ._ _. . 28 ,. 2.49. WAIVER 28 ', __ . __: _ _.. _ ___ __ __ __ ,_._, ; 2.50. WORK HOURS AND SAFETY STANDARDS 28 ' ATTACHMENT I ATTORNEY'S CERTIFICATION 29 I _ _ _ __ __ __ __ __ __ _,. ' ATTACHMENT II FEDERAL AND STATE REQUIREMENTS 31 I ATTACHMENT III DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS 33 � CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER ATTACHMENT IV RESPONSIBILITY MATTERS 35 ', ATTACHMENT V DWSRF ELIGIBLE PROJECT COSTS 37 I - LABOR STANDARD PROVISIONS FOR SUBRECIPIENTS THAT ARE GOVERNMENTAL i ATTACHMENT VI ENTITIES 39 ; Ci4y of Aubum Page 5 DM16-952-046 10l18/2016 DWSRF NT Loan Contract(Municipal) City of Aubum Page 6 DM16-952-046 10/18l2016 DWSRF NT Loan Contract..(Municipal) CONTRACT TERMS AND CONDITIONS DRINKING WATER STkTE REVOLVING FUND NEW TRADITIONAL (M.UNIGIPAL) Part 1 . SPECIAL TERMS AND CONDITIONS 7.1. DEFINITIONS As used throughout this Drinking Water State Revolving Fund Loan Contract, the following terms shall have the meaning set forth below: A. AINARD YEAR shall mean the calendar year in which the funds were awarded to the Board for use in making loans under this program. B. "Board"shall mean the Washington State Public N/orks Board created in Revised Code of Washington (RCW) 43.155:030, and who is a Party to the Gontract. C. "Contrect" shall mean this Drinking N/ater State Revolving Fund Loan. D. "Contrector"shall mean the Local Govemment identified on the Contract Face Sheet performing seryice(s) under this Contract antl who is a Party to tHe Gontract, and shall incluCe all employees and agents of the Contractor. E. The"Contract End Date" shall mean the date;he contract ezpi�es. This date shall occur in the final year of tfie LOAN_TERM unless otherwise amendeii, as counted from the AWARD YEAR. The actual date of cont�act execution'shall tiaJe no effect on the C6ntract End Date. F. "Defer�al Period"shall be from the date of contract execution until the date ofproject completion. The Deferral Period shall not ezaeed 4 years in length. G. "Department of Commerce"and "Commerce" shall mean the Washington State Department of Commerce. H. "Department of Health"shall mean the Washington State Department of Health, Office of Drinking Water, who is the.tecipient of the Drihking Water State Revolving Fund grant and regulates drinking water systems in the State of Washington. I. "Iron andsteel products"are the following products made primarily of iron orsteel: lined or unlined pipes and fittings, manhole covers and other municipal castings, hydrants, tanks, flanges, pipe clamps and restraihts, valves,;structural steel, reinforced precast concrete, and construction materials. J. PAYMENT'MONTH shall mean the day and month of the year in which payments are due. 1:2. AUTHORITY Ac4ing under the authority of RCW 70:119A:170 and RCW 43.155.040, fhe Board has awarded the Contractor a Drinking Water State Revolving Fund loan for an approved project. The Contractor will be a sub-recipient of funds provided by the United States Environmental ProtectionAgency, CFDA Number 66.468, Title: Safe Drinking Water State Revolving Fund, award year of ttiis contract. 1.3. PURPOSE The Boa[d and the Contractor have entered into this Contract to undertake a local project that furthers the goals and objectives of the Drinking Water State Revolving Fund Loan P�ogram. The project will be undertaken by the Contractor and will include the activities desc�i6ed in the SCOPE OF WORK shown on the Declarations page. The project must tie undertaken in accordance with the loan Program Special Terms and Conditions and all applicable federal, state and local laws and ordinances, including but not limited to thosespecifically enumerated in Attachment II: Federal and State Requirements, which by this reference are incorporated into this Contract as though set forth fully herein. 1.4. ORDER OF PRECIDENCE In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving prececience in the following order: A. Applicable federal and State of Washingtonstatutes and regulations. B. Special Terms and Conditions including attachments. City of Autium Page_7 DM16-952-046 10/18/2016 DWSRF NT Loan Contract{Municipal) G. General Terms and Conditions. 1.5. AMOUNT OF LOAN The Board, using funds appropriated from the Drinking Water Assistance Account, shall loan the Contractor a sum not to exceed the amountshown as LOAN AMOUNT on the attached Deolarations Page. This loan amount includes a loan fee, 'rf applicable, which is shown on tlie Declarations Page as LOAN FEE. 1.6. LOAN FEE ff the loan fee applies, it will be assessed at loan execution. The amount of the loan fee(if,applicable) represents one percent(1%)of the loan [equest and stiall not be reduced, regardless of the actual final loan amount at project completion. If the Joan fee applies and the total loan amount is increased by amendment, an additional loan fee equal to one percent(19/0) of the additional loan amourit will be. assessed at amendment execution. The amount of any loan fee will be displayed on the Declarations Page as LOAN FEE. 17. .TERM AF'LOAN Unless othervvise amended, the term of the loan shall not exceed the period shown on the Declarations Page as LOAN TERM. The term shaii start in the AWARD YEAR. Except as herein provided;under no circumstances shall the loan repayment period exceed 20 years from the contract execution date. The loan term may be,extended for a disadvantaged community up to 30 years;provided that a recipient completes loan repayment no laterthan 30 years after project completion and 4he term of the loan does not exceed the ezpected design life oi the project. _ . . _ ._ 1.8. RATE ANDIOANFORGIVENESS Thie:interest rate shall be tFie declared INTEREST RATE per annum on 4he outstanding principal balance, based on _ . .. a three hundred and sixty(360)day year composed of twelve (12)thirty(30)day months. The amount of loan forgiveness (if applicable) shiall be as stated on the attached Declarations Page, and identified therein as LOAN FORGIYENESS %. If project is completed within 24 months of contract execution and includes the basic interest rate;the interest rate will be decrease:d to one percent(1.0%)at project completion. The calculation of interest rate will applyto the remaining payments beginning from tFie date the Project Gompletion report is cerfified. This loan forgiveness shall:be applied at project completion and shall apply to the lesser of 4he loan amount or the actual eligible costs and that decla�ed 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. _ ._ _ 1.9. DISBURSEMENT OF LOAN PROCEEDS AND REQUIRED DOCUMENTATION If funiiing or appropriation is not available at the time the Contractor submits a request for a loan disbursement, the issuance:of a warrant will be delayed orsuspended until such time funds become available. Therefore, subject to availability of funds, warrants shall be issued to the Contractor for payment of allowable expenses incurred by the Contractor wh'ile undertaking and administering approved project activities in accordance with the declared SCOPE OF WORK. The loan funds will be disbursed to the Contractor as follows: Ten percent(TO%) of loan proceeds will be held until project completion. The total Drinking Water State Revolving Fund Loan sliall not ezceed one hundred percent(100%)of the actual eligible project costs. When requesting reimbu�sement for costs incurred, tlie Contractor shall submit a signed and completed Inyoice Voucher(Form A19), referencing the declared SCOPE OF WORK project actiVity performed, and any appropriate documentation such as bills, invoices, and �eceipts. The purchase of any land necessary' and integral to the p�oject must be included in the declared SCOPE OF WORK and be documented with an appraisal or other markgt valuation and a valid purchase and sale agreement. The Invoice Voucher must be certified tiy an official of the Contractor with authority to 6ind the Contractor.. Each A19 Reimbursement Voucher must be accompanied by a Project Status Report, which describes, in naFrative form, the progress made on the project since the last invoice was submitted, as well as a report of project status to date. The Department of Gommerce(Commerce)will not release payment for any reimbursement request received City of Aubum Page 8 DM16-952-046 10/18/2016 DWSRF NT Loan.Contract(Municipal) until the Project Status Report is received. After approving the Voucher and the Project Status Report, Gommerce sFiall promptly release funds to the Contractor. Construction gxpenses incurred after the date shown as EARLIEST DATE FOR CONSTRUCTION REIMBURSEMENT on the Declarations Page are eligible for reimbursement. Requests for reimbursemen4sfor costs relatedto construc4ion activifies will not be accepted until the Contractor has met the following conditions: A. Issued a Notice to Proceed which follows the formal award of a construction contract; B. Completed the State Environmental Review Process; C. Complied wifh all provisions of Section 106 of the National Historic Preservation Act of 1966; D. Complied with Section 1.19: Prevailing Wage; E. Obtained approvai from the Department of Health of fhe project report and related construction documents for all applicable activities described in fhe declared SCOPE OF WORK; and F. Complied with any other loan condifions required by Department ofNealth or The Board. An electronic copy(emailed PDF ora FAX)of a signed A19 Reimbursement Voucher and other required documentation is the preferred method forrequesting re"imbursement. Submit the electronic requests to your FederalPrograms Unit.(FPU) representative or fax to 360-586-8440. Thiselectronic submittal may be 25 pagesor less. If you choose to send your vouchers and backup documentation electronically, please DO NOT mail in the original. You wil(receive email notifica4ion from your FPU represen4afive that the electronic request has been received. Commerce will pay the Contractor upon acceptance of the work performetl and receipt of properly co,mpleted invoices. InVoices may be submitted to Commerce not more often than monthly. Payment shall be considered timely if made by-Commerce within thirty(30)calendar days after receipt of properly completed invoices. Payment shall be sent to the address designatei3 by the Con(raotoc The Boa�d may, at its sole discretion, withhold payments clainied by the Contractor for services rendered if the Contractor fails to satisfactorily comply with any term or condition ofthis confract. No payments in advance or in anticipation of services or supplies to tie provided under this contract shall be made by the Board. In the.event that the Contractor receives reimbursement for costs that are later determined by the Board to be ineligitile, these funds shall be repaid to the Drinking Water Assistance Account by payment to the Department of Commerce, or its successor, together with the submission of the Project CompletionAmendment. At the time of project completion, the Contractor shall submit to the Board a Certified Project Completion Request certifying the total actual project costs, and a final voucher for the remaining eligible funds.The Certified Project Completion Request shall include a copy of the Construction Completion Report as submitted to Department of Health. 1.10. ,TIME OF PERFORMANCE The Contractor shalf begin the activities identified within the declared SCOPE OF WORK no later than thirty(30) dayxafter Contract execution. No later than eighteen (18)months after Contract execution, the Contractorshall issue a'No4icelo Proceed', which follows the formal award of a construction contract. The Contractor must reach project completion within the period specified on the Declarations Page asTIME OF PERFORMANCE. Failure to meefTime of Performance within the time frame described in this section shall constitute default under this Contract;and as a result, this Contract may be terminated. In the event of extenuating circumstances, the Contractor may request, in writing, at least 90 days prior to the expiration of project completion date that the Board extend the deadline for project completion.The Board may extenil the time of project completion. 1.11. PROJECT COMPLETION AMENDMENT AND THE CERTIFIED PROJECT COMPLETION REPORT The Contractor shall initiate a Project Completion Amendment bysubmitting a Certified Project Completion Report when acfivities identified in the declared SCOPE OF WORK are complete and the Contractor agrees that no addi4ional eligible costs will be reimbursed. In the Froject Completion Amendment, the Contractor will provide the following information to 4he Board; A. A certified stafement of the actual dollar amounts spent, from all fund sources, in,completing the project as described in the declared SCOPEDF WORK. B. Certification that all costs associated with the project have tieen incurred. Costs are inourced when goods and services are received and/or contract work is performed. Gity of Autium Page 9 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) C. A copy of the Department of Health Construction Completion Report as submitted to Department of Health. D. Evidence documenting compliance with audit requirements as referenced in Section 1.27. E. A final voucher for the remaining eligible funds. The Project Completion Amendment shall serve as an amendment to this Contract determining the flnal loan amount and term of the loan. 1.12. REPAYMENT An assistance recipient begins annual repayment of the loan no latec than one year after contract execution. The first repayment'instailment is due on the firstday of the month shown as PAYMENT MONTH on the Declarations Page. Interest only will be charged for this first payment if a draw'is made prior to this date.All subsequent payments shall consist of principal and accrued interest due that month of each year during the remaining term of the loan. Repayment of the loan under thisContract shall include the declared INTEREST RATEper annum. Interest will begin to accrue from the date each payment is issued to the Contractor. The final payment shall be on or before the completion of the declared LOANTERM, payable on or before the declared PAYMENT MONTH ofan amount sufficient to bring fhe loan balance to zero. The Gonfractor hasthe right to repay 4he unpaid balance of the loan in full a4 any time or make accelerated payments wi4hout penaity. The Contrector 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 Gommerce, orfts successor. _ _ 1.13. DEFAULT IN REPAYMENT Loan repayments shall be made in accordance with Section 1.12 of this Contract. A payment no(received within(hirty (30) days of the due date stiall be declared delin:qLent. Delinquent payments sHall be a§sessed a monthly penalty b;eginning on the frst(1�)day past the due date. Tlie penalty will be one percent(1°/q)permonth or twelve percent (12%) per annum of the delinquent payment amount. These same pe,nalry terms shall appiy if the repayment of loan funds determined to be ineligible costs are not repaid within thirty(30)days as provided for in Section 1,.9. The Contractor acKnowledges.and agrees to the Board's right, upon delinquency in the payment of:any annual installment, to notify any oth:er entity, creditors, or potential oreditors of the Cont�actor of such delinquency. Contractor shall be responsible for all legal fees incurred tiy tFie Board in any action undertaken to enforce its rights undgr this section. 1.14. LOAN SECURITY Loan Security may be required as a performance condition of this contract: If such performance condition is required it stiall be indicated on the attached Declarations Page and identified tFierein as LOAN SECURITY CONDITION. The Board grants the Contractor the right to issue future bonds and notes that constitute a lien and ctiarge on the revenue source superior to the lien and charge of this Loan Contract. Nothing in this section shall.absolye th:e Contracto�of ifs obligation to make loan repayments when due, and to adjust rates, fees, or surch_a�ges, if necessary, fo meet itsobligations under this Contract. _ . _ _ 1.15. NISTORICAL.AND CULTURAL ARTIFACTS The Contractor acknowledges that the project funded by this Contract is subject to Section 106 of the National HiStoric'Preservation Act of 1966. Contractor ag�ees that Confractor isiegally and financially re5ponsible for compliance with all laws, regulations, and agreements Celated to the preservation of historical or cuttural artifacts and agrees to hold Ha�mlessthe State of Washington in relation to anyalaim related fo such historical or cultu�al artifactsdiscove�ed, distu�bed,or damaged as a result of Contractor's public works project funded under this Contract. The Contractor agrees that, in no case:shall construction activities, ground disturbance, or excavation of any sort, begin until fhe Contractor has complied with all provisions of Section 106 of-the National Historic Preservation Act of 1966, as amended: In addition, fhe Contractor shall not conduct or aufhorize destructiveprojectplanning activities before completing compliance with Secfion 106 of the National Historic Preservation Acf of 1966, as amended. If historica_I or cultural arfrfacts are discovered during construction, the Contractor shall immediately stop construction and,implement reasonable measures to protect the discovery site from further disturbance, take reasonable steps to City of Aubum Page 10 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) ensure wnfidentiality of the discovery site, restrict access to the site, and notify the concerned tribe's cultural staff or committee, Tribal Nistorical Preseivation Officer(THPO), Cultural Resources Program Managerat Washington State Department of Health, and the State's Historical Preservation Officer(SHPO)at the Washington State Department of Archaeology and Historic Preservation(DAHP). If human remains are uncovered, the Contractor shall report the presence and Iocation of the remains to the coroner and local enforcement immediately, then contact the concerned tribe's cultural staff or committee and DAHP. The Contractorshall require the above provisions to be contained in all contracts for work or services related to the deciared SCOPE OF WORK. In no case shail construction activities begin until the Contractorhas complied with all provisions of Section 106 of the Nafionai Historic Preservation Act of 1966. In addition to the requirements set forth in this Contract, the Contractor agrees to comply with Native American Grayes Protection and Repatriation Act, ArcFiaeological Resources Protgction Act, Revised Code of N/ashington(RCVV)27.44 regarding Indian Graves and Records; RCW 27.53 regarding Archaeological Sites and Resources; RCW 68.60 regarding Abandoned and Historic Gemeteries antl Historic Graves; and Washington Administrative Code(WAC)25- 48 regarding Archaeological Ezcavation and Removal Permits. 1.16. FEDERALAND STATE-REQUIREMENTS The Contractor assures compliance with all applicable federal, state and local laws, re:quirements, and ordinances as th_ey pertain to the design, implementation, anil administration of the approved project, including but riot limited;o those listed in Attachments II, III, and IV. 1.17. COMRETITIVE BIDDING.REQUIREMENTS Pu�suant to 40 CFR,Section 33.501(b)and (c), the Contractor also agrees to create and maintain a bidde�s list for both Disadvantaged Business Enterprises (DBE)and Non-Disadvantagetl Business Enterprises(non-DBE). The purpose of a bid'ders list is to provide tlie recipient and entities receiving identified loans who conduct competitive bidding with as accurate a database as possible about the universe of DBE and non-DBE prime and subcont�acto�s.. The list must include all firms that bid or quote on prime contracts or bid or quote subcontractaon Environmental Proteotion Agency assisted projects, including both DBE and non-DBE. The tiidders list must be kept at least until the.g�ant project pe�iod lias ezpired and the reoipient is no longe�receiving Environmental Protection Agency funding unde7 the grant. For entities receiving identified loans, the tiidders list must only be kept until tlie project. pe�iod for ttie identified loan has ended. The following information must be obtained from all p�ime and subcontractors: entity's namewith point of contact; entity's mailing address, telephone number, and e-mail atldress; the procurement on which the entity bid or quoted, and when; and, entity's status as a DBE or non-DBE. The Contrector agrees to provide Environmental Protection Agency Form 6100-2 DBE Subcontractor Participation and Environmental Protection Agency Form 6100-3 DBE Subcontractor Performance to all its Disadvantaged Business Enterprise subcontractors. The Contractor shall require Disadvantaged Business Enterprise provisions are contained in all contracts with any subcontractors for work or services related to the declared SCOPE OF WORK. The Contractor shall comply with the provisions of RCW 43.155.060 regarding competitive bidding requirements for projects assisted in whole or in part with money from the Drinking Water State Revolving Fund program. 1.18. ELIGIBLE PROJECT COSTS The Contractor assures compliance with Attachment V: DWSRF Eligible Project Costs, which identifies eligible costs for projects funded by Drinking Water State Revolving Fund loans. 1.19. PREVAILING.WAGE These terms supersede the terms in Section 2:33. Prevailing Wage Laws in General Terms and Conditions. All contractors and subcontraotors performing work on a construotion project funded through this Contract shall comply with prevailing wage laws by paying the higher of state or federal prevailing wages according to: State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded by this contract, inGuding 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 shali maintain records sufficient to evidence compliance wifh Chapter 39.12 RCW, and shall make such records available for Board's review upon request; or, The Dayis Bacon Act, 40 USC 276a-276a-5 and related federal acts proVide that all laborers and mechanics employed by contractors or subcontraotors in the performance shall be paid wages at rates not less-than those prevailing on similar construction in the locality as determined by tfie Secretary of Lab:or. Ci.ty of Aubum Page 11 DM16-952-046 10/18l2016 DN/SRF NT Loan Cont2ct(Municipal) The Contractor agrees that the Contractor is legally and financially responsible for compliance with the prevailing wage requirements. Contractoris advised to consult the United States Department of Labor and Washingfon State Department of�abor and Industries websites to determine the federal and State prevailingwages that must be paid. The Contreotor shall ensure that all contractors, subcontractors, engineers, dendors, and any other entity for work or services listed in the deGaretl SCOPE OF WORK shall insert in full,in'any contract, the labor standa�ds provisions listed in Attachment VI: LaborStanda�d Prodisions for Subrecipients That Are Govemmental Entities. Contractor shall report to the Board and/or the Department of Health tFiat this requirement has been met as stated in this CoMract. 1.20. PEDERAL EXCLUSION These Terms add to the terms in Section 2.11. Certification Regarding Debarment, Suspension or Ineligibility and Voluntary Exclusion—Primary and Lower Tier Covered Transactions in Gene�al Terms and Conditions.TFie Contractor also agrees to access the Federal Exclusion List at www.sam.goy and provide Federal Exclusion documentation to the Board and to keep a copy on file with the ConVactor's projecttecords. 1.21. REGISTRATION WITH CENTRAL CONTRACTOR REGISTRATION (CCR) By signing this Contract,the Contractor accepts the requirements stated in 48 CFR 52.204-7 to registe�with the Central Contractor RegisVation(CCR)database at the Svstem for Awards Manaaement(SAM)website. To register in SAM, a valid Data Universal Numbering System (DUNS)Number is required.The Coritractor is[esp'onsible fo�the accuracy and completeness of the data within the SAM database and for any liability resulting from tlie GovernmenYs reliance on inaccurate or incomplete data.The Contractor must remain registered in the SAM database after the initiai registration.The Contractor is required to review and update on an annual basis from the date of initial registration or subsequent updates its information in SAM to ensure it is curtent,accurate and complete.The ConVactor shall provide evidence documenting registration and renewal of SAM registration to the Board. In the event of the Contractor's noncompliance or refusal to comply with the requirement stated above, the Board reserves the right to suspend payment until the Contractor cures this noncompliance. 1.22. RECORDKEEPING AND ACCESS TO RECORDS These terms supersede fhe terms in Section 2.38. Records Maintenance in General Terms and Conditions. The Board, the Board's agents, and duly authorized officials of the state and federal governments shall have full access and the right to examine,copy, excerpt, or transcribe any pertinent documents, papers, records, and books of the Gontractor and of persons,firms,ororganizationswifh which the Contrador may contract, invoNing transactions related to thisproject and thisContract. The Contractor agrees to retain these records for a period of six(6)years from the date that the debt is retired. This includes but is not limited to fnancial reports. If any lijigation, claim or audit isstarted before 4he expiration of the six (6)year period,the records shall be retained until all litigation, claims or audit findings involving the records have been resolved. 1:23. REPORTS The Contractor, at such times and on such forms as the Board may require, shall furnish the Board with such periodic reports as it may request pertaining to the activities undertaken pursuant to this Contract including, but not limited to: A. Prevailing Wage decisions and/or changes B. Disadvantaged Business Enterprises utilization C. Project Status Reports with each Invoice Voucher D. Certifled Project Completion Report at project completion (as described in Section 1.11) E. 04her reports as fhe Board may require In.the event of the Contractors noncompliance or refusal to compiy with therequirement stated above, the Board reser0es the right to suspend payment until the Contractor cures this noncompliance. 1.24. AMENDMENTS, MODIFI6ATIONS,-ASSIGNMENTS.AND WAIVERS Amendments, modifications, assignments, and waiVers to any of the terms of this contract supersede those terms as found in the original oontract. The Contractor may request an amendment of this Contract for the purpose of modifying the declared.SCOPE OF WORK or for extending the time of performance as provided for in Section 1_10. Any revision fo the SCOPE OF WORK or location of the project must be approved by the Department of Health. No modifioation or amend'm'ent City of Aubum Page 12 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) resulting in an extension of time shall take effect until a request has been received and approved by the Board in accordance with Section 1.10. During the term of this loan, any change in ownership ofthe water system(s)improved with funds received by the Contracto�under this Contract must be approved in writing by the BoaM. As a condition of approval, the Board reserves the right to demand payment!n full of the outstanding principal balance of the loan. No conditions or provisions of this Contract may be waived unless approved by the Board in writing. No waiver of any defauit or breach by any party shail be implied from any failure to take action upon such default or 6reach 'rf the default of breach persists or repeats. 1.25. TERMINATION FOR CAUSE These terms supersede the terms in Section 2.46. Termination for Cause/Suspension in General Terms and Conditions. If the Board concludes that the Contractor has failed to comply with the terms and conditions of this Contract, or has failed to use the loan proceeds only for those activities'identified in the declared SCOPE OF WORK, or has otherwise materially breached one or more of the covenants in this Contract, the Board may at any time, at its discretion, upon notice to the Contractor, terminate the Contract and/or its attached agreements in whole or in part and declare the entire remaining balance of the loan, together with any interest accrued, immediately due and payable in full. Such Notice of Termination for Cause shall be in writing, shall state the reason(s)for such fermination, and shall specify the effective date of the termination.The effective date of the termination will be determined by the Board. Such notice shall inform the Contractor of the breach of the relevant covenant and shall allow the Contractor at least thirty(30) business days to cure such breach, if curable. The notice shall instruct the Contractor that, if the breach is not cured or cannot be cured within thirty(30) business days, the outstanding balance of the loan shall be due and payable. 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. Nothing in this section shall affect the Contractor's obligations to immediately repay the unpaid balance of the loan as prescribed in the Washington Administrative Code(WAC)246-296-150. 1.26. TERMINATION FOR CONVENIENCE These termssupersede the terms in Section 2.47. Termination for Convenience in General Termsand Conditions. The Board may terminate this Contract in the event that federal or state funds are no longer ava"ilable to fhe Board, or are not appropriated forthe purpose of ineeting the Board's obligations under this Contract. The Board shall notifythe Contractor in writing of its determinafion to terminate and the reason for such termination. The effective date of fhe termination will be determined by fhe Board. If this Contract is so terminated, the Board shall be liable only forpayment required under the terms of fhis Contract for services rendered or goods delivered prior to the effective date of termination. Nothing in 4his section shall affec4 Contractor's obligations to repay#he unpaid balance of the loan. 1.27. AUDIT These terms supersede the terms in Section 2.10. Audit in General Terms and Conditions. The Board reserves the right to require an audit of 4his project. The Contractor is responsible for correcting any audit findings. The Contractor agrees to refund to the Board all disallowed costs resulting from 4he audit, Audit costs are allowable expenses within this Contract. Municioal and Not-For-Profit entities: Audits of the ConVactor's project activities may be conducted bythe State Auditor Office(SAO). Audit costs are eiigible project costs. The Contractor shall maintain its records and accounts so as to facilitate the audif requirements of the Board or its successor. The Contractor is responsible for any audit findings incurred by its � own organization. The Board reserves 4he right to recover from the Contractor all disallowed costs resulting from the audit. For audits of fiscal years beginning afterDecember 26, 2014, Contractors expending $750,000 or more in any , fiscal yearin federal funtJs from all sources, direct and indirect, are reguired to have an audit conducted in accordance with 2 CFR§200.501 —Audit Requirements." ' For audits of fiscal years beginning prior to Decem6er 26, 2014, Contractors expending $500,000 or more in any fiscal year in federal funds from all sources, direct and indirect, are required to have an audit conducted in accordance with existing Federal audit requirements. For-Profit entities: City of Aubum Page 13 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) Audits must include a report on the internal control related to the federal program, which should describe the scope of testing of 4he internal control and the results of the tests. The audit also must inciude a report on compliance, which includes an opinion (or disclaimer of opinion)on whether the auditee compiied with laws, regulations and the provisions of the award agreement that could have a direct and material effect on the federal program. The Contractor musYsend a copy of any required audit Reporting Package as described in existing Federal audit requirements for audits of fiscal years beginning prior to December 26, 2014, or 2 CFR§200.512—Report Submission;for audits of fiscal years beginning after December 26, 2014, no later than nine (9) months after the end of fhe Contractor's fiscal year(s)to: Department of Commerce ATTN: Public Works Board P.O. Box 42525 1011 Plum Street SE Olympia WA 98504-2525 In addition to sending a copy of the audit, when applicable, the CoMractor must include: • Corrective action Plan for audit findings within 4hree(3) months of 4he audit being received by 4he Board. • Copy of the Management Letter. 1.28. PROJECT SIGNS If the Contractor displays, during the period covered by this Contract, any signs or markers identifying tFiose entities participating financially in th'e appro4ed project, the sign or marker must identify the Washington.State Publ,ic Works Boarii D.rinking Water State Revolving Fund and the Washington S(ate Department of Health as participants in the project. 1.29. DISADVANTAGED.BUSINESS ENTERPRISE REQUIREMENTS As mandated by the En4ironmental Profection Agency, the Contractor agrees to comply with the requirements of the Environmental Profection Agency's Program for Utilization of Small, Minority, and_Women's Business Enterprises in procurement under this Contract. The Contractor is required to follow the requirements identifed in Attachment III: Disadvantaged Business Enterprise Requirements. By signing this Contrect, the Contractor aocepts the applicable MBE/WBE fair share objectiVes/goals negotiated with EnviFonmental Protection Agency by the Washington State Office of Minority antl Women's Business Enterprises. The ConVactor attests to the fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or similar relevant geographic buying market as Washington State Offce of Minority and Women's Business Enterprises.The goals for the utilization of disadyantaged businesses are stated in Attachment III: Disadvantaged Business Enterprise Requirements. The Contractor is required to furnish the Board and the Department of Health with such periodic reports as the Department may request pertaining to the utilization of disadvantaged businesses. 1.30. NONDISCRIMINATION PROVISION During the perFormance of this contract, the Contractor shail comply with all federal and state nondiscrimination laws, including, but not limited to Chapter 49.60 RCW,Washington's Law Against Discrimination, and 42 USC 12101 et seq, the Americans with Disabilities Act(ADA). In the event of the ConVactor's noncompliance or refusal to comply with ariy applicable nondiscrimination law, regulation, or policy, this contract may be rescinded, canceled, or terminated in whole or in part, and the Coritractor may be declared ineligible for further contracts with the Board. The Contractor shall, however, be given a reasonable time in which to cure this noncomplia�ce. The Contractor must also include the following terms and conditions in contracts with all contractors, subcontractors, engineers, vendors, and any ofher entity for work or services listed in the declared SCOPE OF WORK: "The Contractor shall not discriminate on the tiasis of race, color, national origin or sex in the performance of this Contract. Tlie Contractor shall carry out applicable requirements of 40 CFR Part 33 in the award and adminisfration of cont�acts awarded under Environmental Protection Agency fnancial agreements. Failure tiy the Contractor to carry out these requirements is a material breach of this Contract which may result in termina4ion of this Contract." City of Aubum Page 14 DM16-952-046 10/18l2016 DWSRF NT Loan Contract.(Municipal) 1:31. PROHIBITION STATEMENT Pursuant to Section 106 of 4he Trafficking Victims Protecfion Act of 2000, as amended, the Contrector's contractors, subcontractors, engineers, vendors, and any other entity shall comolv with and include the followina terms and conditions in all contracts for work or services listed in the declared SCOPE OF WORK: "All forms of trafficking in persons, illegal sex trade, or forced labor practices are prohibited in the performance of this award or subawards under the award, or in any manner during the period of time ttiat the award is in effect. This prohibition applies to you as the recipient, your employees, subrecipients under this award, and subrecipients' employees." If any term of this section is violated, this contract may be terminated. 1.32. FALSE. INCORRECT. OR INCOMPLETE.INFORMATION OR CLAIM The Contractor warrants that the Contractor neither has submitted nor shall submit any information that'is materially false, incorcect, or incomplete to the Board. The Contractor is advised fhat providing false,fic4itious, or misleading information with respect to fhe receipt and disbursements of Environmentai Protecfion Agency funds is basis for criminal, civil, or administrative fines andlor penalties. 1.33. LITIGATION The Contractor warrants that fhere is no threatened orpending litigation, inves4igation, or legai ac4ion before any court, arbitrator, or administrafive agency fhat; if adversely determined, would have a materially adverse effect on t.he Contractor's abiiity to repay the loan. 1:34. ESTABLISHMEN7 OP ADEQUATE RATES AND RESERVES The Contractor agrees to proVide a resolution adopting rate increases, capit_al assessments, or tioth,for the services of the system that shall be sufficient to provide funds which, along with other revenues of the system, will pay all operating ezpenses and debt repaymen(s during the term of the loan. In,addition, the Contractorshall create, fund, and maintain reserves at least as required by the Water System Flan or Small Water System Management Plan.The Board reserves the right, at anytime, to request proof of compliance of these regwrements from the ' Contractor. 1:35. SPECIAL-CONDITIONS If:SP_ECIAL CONDITIONS are listed on the Contract Declarations Page then ttiese conditions are herein incorporated as part of the terms and re:quirements of this contract. 1:36. .INVESTMENT GRADE AUDIT Fo� projects involying repair, replacement, or improyement of a wastewater treatment plant, or other public works facility for which energy efficiency is obtainable, Contracfor must undertake an inve.stment grade audit per ESHB 1497. Costs incurred as part of the inyestment grade audit are eligible project costs. 1.37. BUY.AMERICAN None of the funds matle available to the Contractor shall be used for a project for thie construction, alteration, maintenance, or repair of a public water system or treatment works unless ail of the iron and @teel products used in the project are produced in the United States. This requirement applies to the entire project receiving a loan agreement executed after January 17, 2014. Buy American does nof apply to a project if fhe Department of Health approves the engineering plans and specifications for the project, in fhat agency's capacity to approve such plans and spec'rfications prior to a project requesting bids, prior to January 17, 2014. Waiver of the Buy American requirement may be considered if: 1)comPliance would be inconsistent with the public in(erest; or2)the particular iron and steel products are not produced in the United States in sufficient antl reasonably available quantities and/or the particular iron and steel products are not of a satisfactory quality; or 3) incl.usion of iron and steel products produced in the United States will increase the cost of the overall project by more than 25 percent. For consideration, a request for a waiver must be submitted to the Environmental Protection Agency(EPA). Contractors shall submit the wai4er request to Commerce, which will then submit the request to EPA. EPA will post the waiver request and any other information available to EPA concerning ttie waiver request, on EPA's public Internet website and allow for informal public input on the request for at least 15 days prior to making a finding based on the request. The full text of the Buy American requirements appear at H.R. 3547; Consolidated Appropriations Act, 2014. City of Aubum Page 15 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) City of Aubum Page 16 DM16-952-046 10/18l2016 DN/SRF NT Loan Contract(Municipal) Part 2. GENERAL TERMS AND CONDITIONS 2.1. DEFINITIONS As used throughout this Contract, the foilowing terms shall have the meaning set forth below: A. °Authorized Representative" shall mean the Public Works Board Chair andlor the designee authorized in writing to act on the Chair's behalf. B. ""8oard" 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 C. Contractor"shali mean the entity ident'fiied on the face sheet performing service(s)under 4his Contract, and shall include all empioyees and agents of the Gontractor. D. "Mod�ed Total Direct Costs (MTDC"shali mean all direct salaries and wages, applicable fringe benefts, ma(erials anii supplies, services, travel, and up to the first$25,000 of each subaward(regardless of the period __ of performance of ttiesubawards under the award). MTDC excludes equipment, capital expenditures, charges for patient care, reMal costs, tuition remission, scholarships and fellowships, participant support costs and the portion of each subaward in excess of$25,000. E. "Personal Information" shall mean information identiflable to any person, including, tiut not limited to, Information that relates to a person'sname, health, finances, education, business, use or receipt of govemmental ser0ices or other activities, addresses, felephone numbers, social security numbers, d�iyer license numbers, other identifying numbets, and any finahaial identifieYs. F. "State"shiall mean the state of Washington. G. "Subcontractor"shall mean one not in the employment of the Contractor, who is performing all or part of tfiose services under this Contract under a separate contract with the Contractor. The terms "subcontracto�'and 'subcontractors" mean subcontractor(s) in any tier. 2.2. ADMINISTRATIVE COST ALLOCATION Administrative costs that may be allowed are set forth in the Speciflc Terms and Conditions. Administrative services shared by other programs shall be assigned to this Contrect based on an allocation plan that reflects ailowable administrative costs that support services provided under each Contract administered by the Contractor. An approved current federal indirect cost rate may be applied up to the maximum administrative budget allowed. 2.3. ALLOWABLE COSTS Costs allowable under this Contract are actuai expenditures according to an approved budget up to the maximum amountstated on the Contract Award or Amendment Face Sheet. 2.4. ALL WRITINGS CONTAINED HEREIN This Contrect 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. 2.5: 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. 2.6: 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. 2.7. APPROYAL Thiscontract shall be subject to the written approval of fhe Board's Authorized Representa4ive and shall not tie binding until so approved. The contract may be altered, amended, or waived only by a written amendment executed by both parties. City of Aubum Page 17 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) 2.8. ASSIGNMENT Neifher thisContract, nor any claim arising under this Contract, shall be transferred or assigned by the Contractor withou4 prior written cansent of the Board. 2.9. ATTORNEYS' FEES Unless expresslypermitted under another provision of the Contract, in the event of litigation or other action brougfit to enforce Contract terms, each party agrees to bear its ow� attorneys fees and costs. 2.10. AUDIT A. General Reauirements 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 aud'itable records. The Contractor is responsible for any audit exceptions incurred by its own organization or that of its Suticontractors. The Board�eserves the right to recover from the Contractor all disallowed costs resulting from fhe audit. As applicable, C.ontractors required to h_ave an audit must ensure the audits.are performed in accordance with Generally Accepted Auditing`Sfandards(GAAS); GoVernment Auditing Standards (the Revised Yellow Book) deyelopei! by th'e Comptroller Geheral. Responses to any unresolved management findings and disallowed or questioned costs shall be included with the audit report. The Contractor mu'st respond to the Board requests for information or corrective action concerning audit issues within thirty(30)days of the date of request. B. Federel Funds Requiremenfs-OMB Circular A-133 Audits of States. Local Governments.and Non=Profit Oraanization§ Grantees expending $750,000 or more in a fiscal year(that begins afterDecember26, 2014) in federal funds from all sources, direct and indirect, are required to have an audit conducted in accordance with 2 CFR Part 200. For fiscal years beginning prior to December 26,2014, Grantees are repuired to have.an:audit conducted in accordance with Federal audit[equirements.When state funds are also to be paid uniler this Agreement a Schedule of State Financial Assistance as weli as the required scheiJule of Federal Ezpenditu�e must be included. Both schedules include: Grantor agency name Federal agency Federal program name Other identifying contract numbers Catalog of Federal Domestic Assistance(CFDA) number(if applicable) Grantor contract number Tofal award amount including amendments (total grant award) Current yea�ezpenditures If the Contractor is a state or local government entity, the Office of the State Auditor shall conduct the audit. Audits of non-profit organizations a�e to be conducted by a certified public accountant selected_by 4he Contractor in accordance with OMB Circular A-110"Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals, and Other Non-Profit Organizations." The Contractor shall include the above audit requirements in any subcontracts. In any case, the Contractor:s financial records must be available for reyiew tiy the Board. C. Documentation Requirements T,he Contractor musYsend a copy of any required audit Reporting Package as described in OMB Circular A-133, Part C, $ection 320(c) no later than nine(9) months after the end of the Contractor's flscal year(s) by sending a scanned copy to auditreviewCo')commerce.wa.qov or by sending a hard copy to: Department of Commerce ATTN: Audit Review and Resolution Office _ 1011 Plum Street PO Box 42525 Olympia WA 98504-2525 Ciry of Aubum Page 18 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) In addition to sending a copy of the audit, when applicable, the Contractor must include: • Correctiye action plan for audit findings within tHree (3) months of the audit being received by the Board. . Copy of the Management Letter. 2:11. CERTIFICATION REGARDING DEBARMENT.3USFENSION OR INELIGIBILITY.AND VOLUNTARY EXCLUSION-PRIMARY AND LOWER TIER COVERED TRANSACTIONS A. ConVactor, defined as the primary participant and it principals, certifies tiy signing these General Terms and Conditions that to the best of its knowledge and beliefthat they: 1. Are not presently debarred, suspended, proposed foP debarment, declared ineligible, or voluntarily ezcluded from covered transactions by any Federal department or agency. 2. Have not within a three-year period preceding this contract, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal orState antitrust statutes or commission of embezzlement, theft, forgery, bribery,falsification or dest�uction of records, making false statements, tax evasion, receiving stolen property, making false claims, o�obstruction of justice; 3. Are not presently indicted for or othenvise criminaliy or civilly charged by a governmental entity(federal, state, or local)with commission of any of the offenses enumerated in paragraph (1)(b)of this section; and, 4. Have not within a three-year period preceding the signing of this contract had one or more public transactions(federal, state, or local)terminated for cause of default. B, Where the CoMractor is unable to certify to any of fhe statements in this contract, 4he Contractorshall attach an explanation to this contract. C. The Contractor agrees by signing this contract that it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspendetl, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorizeC by the Board. D. The C.ontractor further agrees 6y signing this contract that it will include the clause titled"Certifcation Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transac;ion,"as follows, without modification, in all lower tier covered transactions and in all solicitatio�s for lower;ier covered transactions: LOWER TIER COVERED TRANSACTIONS a) The lower tier contractor certifies, by signing this contract that neither it nor its principals is presently deba�red, susperided, proposed for debarment, declared ineligible, or voluntarily exciuded from participation in this transaction by any Federal department or agency. b) Where3he lower tier contractor is unable to certify to any of the stafements in this contract, such contractor shall attach an explanation tb this contract. E. The terms coyered transaction, debarred, suspended, ineligible, lower tier covered transaction, person, primary covered transaction, principal, anH v.oluntarily exoluded, as used in this section, have the meanings set out in the Definitions and Coverage sections of the rules implementing Ezecutive Order 12549. You may contact the Board for assistance in obtaining a copy of these regulations. 2.12. CODE REQUIREMENTS All construction and rehabilitation projects must satisfy the reguirements of applicable local, state, and federal building, mechaniqai, plumbing,fire, energy and barrier-iree codes. Compliance with the Amerioans with Disabilities Act of 1990, 28 C,F.R. Part 35 will b;e required, as specified by tfie local building Department. 2.13. CONFIDENTIALITYISAFEGUARDING OF INFORMATION A "Confidential Information"as used in tFiis section includes: 1. All material provided to the Contractor by the Board that is designated as"confidential" by the Board; 2. All material produced by the Contractor that is designated as"confidential" by the Board; and 3, All personal information in the possession of the Contractor that may not be disclosed under state or federal law. "Personal information" includes but isnot lim'ited to information related to a person's name, health, finances, education, business, use of government services, addresses, telephone numbers, social security City of Aubum Page 19 DM16-952-048 10/18/2016 DWSRF NT Loan ConVact(Municipal) number, driver's license number and other identifying numbers, and "Protected Health Information" under the federal Health Insu�ance Portability and Accountability Act of 1996(HIPAA). B. The Cont�actor sHall comply with all state and federal laws related fo the use, sharing, transfer, sale, or disclosure of Confidential Information.The Contractor shall use Confidential Information solely fo.r tlie putp.oses of this Contract and shall not Lse, share, transfer, sell or disclose any Confidential Information to any thiril party except with tFie prior written consent of the Board or as may be required by law. The Contractor shall taKe all necessary steps fo assure tHat Confidential Information is safeguarded to preyen;unauthorizetl use, sharing, transfer, sale or disclosu�e of Confidential Information or violation of any state or federal laws related{hereto. Uponrequest, the Contractor shall provide the Board with its policies and procedures on confidentiality. The Board may require ch_anges to such policies and procedures as they apply to this Gontract whenever the Board reasonably determines that chang"es are necessary to prevent unauthotized disclosures. Tfie Contractor shall make the changes within th;e time period specified by the Board. Upon request, the£ontractorshall immediately retum to tHe Board any Confiden;ial Information;hat 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 uvithin five (5)woPking days of any unauthorized use or disclosu�e of any confidential information, and shall take necessary steps to mitigafe the liarmful effects of such use or disclosure. 2.14. CONFLICTOF'INTEREST Notwithstanding any determination by the Executive Ethics Board or other tribunal, COMMERCE.may, in its sole discretion, by written notice to the Contractor terminate this contract if it is found after due noticeand examination by COMMERCE that there is a violation of the Ethics in Public Service Act, Chapter 42.52 RCW; or any similar statute invoiving 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 theirsubcontractor(s)must identify and state of Washington employees for former state employees empioyed or on the firm's governing board during the past 24 months. 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 COMMERCE'that a conflict of interest exists, the Contractor may be. disqualified from further consideration for the award of a contract. In the event this contract is terminated as provided above, COMMERCE shall be entitled to pursue the same remedies against fhe Contrector as it could pursue in the event of a breach of the contract by the Contractor. The rights and remedies of COMMERCE 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 COMMERCE makes any determina4ion under this clause shall be an issue and may be reviewed as provided in the"Disputes"clause of this contract. 2.15. 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. 2.16. COPYRIGHT PROVISIONS Unless otherwise provided, all Materials produced under this Contract shall be considered "wwks for hire"as defined by the U.S. Copyright Act and shall be owned by the Board. The Boartl sliall be considered the author of such Materials. In the event the Materials are not considered "works for hire" under the U.S. CopyrigFit laws, the Contractor hereby irrevocably assigns all right, title, and interest in all Materiais, 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 ail 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 fhese rights. For Materials th_at are deliVered under the Contract, but that incorporate pre-existing materials not producetl under the Contract, the Contractor hereby grants to the Board a nonexclusiye, royalty-free, i�revocablelicense(with rights fo sublicense to others) in such Materials to translate, reproduce, distribute, prepare tleriyati0e works, publicly perform, and publicly display. The C.ontractor warrants and represents that th_e Contractor fias all rights and permissions, including intellectual property rights, moral righfs and rigfits of publicity, necessary to g�ant such a license to the Boaril. City of Aubum Page 20 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) 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 documen4 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 Mate�ials delivered under this Contract. The Board shall have the right to modify or remove any restrictive markings plaoed upon the Materials 6y the Contractor. 2.17. DISALLOWED-COSTS The ContractoP is responsible for any audit exceptions or disallowed costs incurred tiy its own organization or that of its Subcontractors. 2.18. DISPU7ES ExcepYas othervvise provided in this Contract, when a dispute arises between the parties and it cannot be resolved by direct negotiation, either party may request a dispute hearing with the Director of the Board, who may designate a neutral person to decide the dispute. The request for a dispute hearing must: • be in writing; • state th_e disputed issues; • state the relative positions of the parties; • state 4he Contractor's name,address, and Contract number, and, . be mailed to the Director and the other partys (respondenYs)Contract Representative within thYee (3)working days after the parties agree that they cannot resolve 4he dispute. - The respondent shall send a written answer to tlie requestor's statement to both the Director or the Director's designee and the requestor within five(5)working days. The Director or designee sliall review the written statements and reply in writing to both parties within ten(1p) working days.The Director or designee may eztend this period if necessary by notifying the parties. The decision shall not be admissible in any succeeding judicia� or quasi-judicial proceeding. The parties agree that this dispute process shall precede any action in a judicial or quasiyudicial tribunal. Nothing in this Contract shall be construed to limit the parties' choice of a mutually acceptable alternate dispute resolution (ADR) method in addition to the dispute hearing procedure outlined above. 2.19. DUP�ICATE PAYMENT The Contractor certifies that work to be performed under this contract does not dupiicate any work to be charged against any other contract, subcontract, or other source. 2.20. ETHICS/CONFLICTS OF INTEREST In performing under this Contract, the Contractor shall assure compliance wifh the Efhics in PublicService Act (Chapter 42.52 RCW) and any other applicable state or federal law related to ethics or conflicts of interest. 2.21. GOVERNING LAW AND VENUE This ConUact 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. 2.22. INDEM N IFICATION To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the state of Washington, the Board, all othe�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 harmless 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 actuai or aileged co,ncurcent negligence of the state or its agents, agencies, employees and officers. Suticontracts shall include a comprehensive indemnrfication clause holding harmless(he Contractor, the Board, the state of WasFiington, its officers, employees and authorized agents. City of Aubum Page 21 DM16-952-046 10/18/2016 DWSRF NT Loan ContracG(Municipal) 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, officers, agents or employees. 2.23. INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this Contract. The Cont�actor and its employees oragents performing under this Contract are not employees oragents of the State of Washington o� the Board. The Contractor will not hold itself out as or claim to be an o�cer 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. 2.24. INDIRECT COSTS If statutorily allowed and if the Contractor chooses to charge Indirect under this grant, the Contractor shall provide their indirect cost rate fhat has been negotiated between their entity and the Federal Govecnment. If no such rate exists a de minimis indirect cost rate of 10% of modified total direct costs (MTDC)will be used. 2.25. JNDUSTRIAL INSURANCE COVERAGE The Contractorshall comply with all applicable provisions of Title 51 RCW, Industrial Insurance. If the Contractor fails to qrovide industrial insurence coverage or fails to pay premiums or penaltieson behaif of its employees as may be require,d by law, The Board may collect from 4he Contractor fhe full amount payable to the IndusVial Insurance Accident Fund. The Board may deduct fhe amount owed by the Contractor to the accident fund from the amount payabie to the Contractor by the Board under this Contrac4;and transmit fhe 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. 2.26. LAWS. THe Contractor shall comply with ali applicable laws, ordinances, codes, regulations, and policies of local; state, and federal governments, as now or hereafter amended, including, but not limited to: United States-Laws. Requlations.and.Circulars (Fetleral) A. Audits Office of Management and Budget(OMB) Re4ised Citcular A-133"Audits of States, Local GoVernments, and Non-Profit Organizations." B. Environmental Protection and Review CoastalZone Management Act of 1972, 16 USC.§§1451-1464HUD's implementing regulations at 24 CFR parts 50 or 58, as appropriate. Lead Based Paint Poisoning Prevention Act, 42 USC 4821-4846 also 24 CFR 982.401Q). National Environmental Policy Act of 1969, 42 USC4321 et seq. and the Implementing Regulations.of 24 CFR 58(HUD) and 40 CFR 1500-T508(Council on Environmental Quality) Residential Lead-Based Paint Hazard Reduction Act of 1992,42 USC 4851-4856. C. Flood Plains Flood Disaster Protection Act of 1973, 42 USC 4001-4128. D. Labor and Safety Standards All Rental Units Assisted with Federal Funds Must Meet the Section 8 Housing Quality Standards (HQS)and Local Housing Code Requirements for the duration of the Affordability Period. Gonvict Labor, 18 USC 751, 752;4081, 4082. Davis Bacon Act, 40 USG 2Z6a-276a-5. Drug-Free Workplace Act of 1988, 41 USC 701 et seq. Federal Fair LaborStandards Act, 29 USC 201 et seq. Work Hours and Safety Act of 1962, 40 USC 327-330 and Department of LaboP Regulations, 29 CFR Part 5. Title IV of the Lead Based Paint Poisoning Prevention Act, 42 USC 4831, 24 CFR Part 35. E. Laws against Discrimination Ci.ty of Aubum Page 22 DM16-952-046 10/18/2016 DWSRF NT Loan ConVact(Municipal) Age Discrimination Act of 1975, Public Law 94-135, 42 USC 6101-07, 45 CFR Part 90 Nondiscrimination in Federally Assisted Programs. Americans with Disabilities Act of 1990, Public Law 101-336. Equal Employment Opportunity, Executive Order11246, as amended by Executive Order 11375 and supplemented in U.S. Department of Labor Regulations, 41 CFR Chapter 60. Executive Order 11246, as amended by EO 11375, 11478, 12086 and 12102. Fair Housing Act(42 USC 3601-19)and implementing regulations at 24 CFR part 100:Section 504 of the Rehabilitation Act of 1973 and implementing regulations at 24 CFR part 8. Fair Housing, Title VIII of the Civil Rights Act of 1968, Public Law 90-284, 42 USC 3601-19. Handicapped Employees of Govemment Contracfors, Rehabilitafion Act of 1973, Section 503, 29 USC 793.. Handicapped Recipients of Federal Financial Assistance, Rehabilitation Act of 1973, Section 504, 29 USC 794. Minority Business Enterprises, Executive Order 11625, 15 USC 631. Minority Business Enterprise Development, Executive Order 12432, 48 FR 32551. NonCiscrimination and Equal Opportunity, 24 CFR 5.105(a). Nondisorimination in Benefits, Title VI of the Civil Rights Act of 1964, Public Law 88-352, 42 USC 2002d et seq, 24 CFR Part 1. Nondiscrimiriation in Employment, Title VII of the Civil Rights Act of 1964, Public Law 88-352. Nondiscrimination in Federally Assisted Programs. Nondiscrimination in Federally Assisted Construction Contracts, Executive Order 11246, 42 USC 2000e, as amended by Executive Order 11375, 41 CFR Chapter 60. Section 3, Housing and Urban Development Act of 1968, 12 USC 1701 u (See 24 CFR 570.607(b)). F. Office of Management and Budget Circulars CostPrinciples for State, Local and Indian Tribal Governments, OMB Circular A-87, 2 CFR, Part 225. Cost Principles forNonprofit Organizations, OMB Circular A-122, (if the Contractor is a nonprofit organization). Grants and Cooperative Agreements with State and Local Governments, OMB Circular A-102, ('rf fhe Contractor is a local government or federally recognized Indian tribal government). Uniform Administretive Requirements for Grants and Other Agreements with Institutions of Higher Education, Hospitals and Other Nonprofit Organizations, OMB Circular A-110. G. Other Anti-Kickback Act, 18 USC 874; 40 USC 276b, 276c; 41 USC 51-54. H.R. 3547, Consoliifated App�opriations Act, 2014. Governmental Guidance for New Restrictions on Lobbying; Interim Final Guidance, Federal Register 1, Vol.54, No. 243\Wednesday, December 20, 1989. Hatch Political Activity Act, 5 USC 1501-8. Lobbying and Dis.clo5ure, 42 USC 3537a and 3545 and 31 USC 1352 (Byrd Anti-Lobbying Amendment). 31 USC 1352 provides that Contractors who apply or bid for an award of$100,OD0 or more must file the reqiaired certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a memberof Congress, officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contrect, grant or other award covered by 31 USC 1352. Each tier must disdosg any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. $uch disclosures are forwarded from tier to tier up to the recipient. Non-Supplanting Federal Funds. Secfion 8 Housing Assistance Payments Prbgram. H. Privacy Privacy Act of 1974, 5 USC 522a. City of Aubum Page 23 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) I. Relocation Uniform Relocation Assistance and Real Property Acquisition Policy Act of 1970 and implementing regulations at 49 CFR part 24. Section 104(d) of the Housing and C.ommunity Development Act of 1974 and the impiementing regula;ions at 24 CRF part 570. Washinaton State-Laws and Reaulations A: Affrmative Action, RCW 41.06.020 . B. Boards of Directors or Officers of Non-Profit Corporations—Liability- Limitations, RCW 4.24.264. G. Disclosure-Campaig"n Finances-Lobbying, Chapter 42.17 RCW. D. Discrimination-Human Rights Commission, Chapter 49.60 RCW. E. Ethics in Putilic Service, Chapter 42.52 RCW. F. Affordable Housing Program, Chapter 43.185 RCW G. Interlocal Cooperation Act, Chapter 39.34 RCW. H. Noise Control, Chapter70.107 RCW. L Office of Minority and Women's Business Enterprises, Chapter 39.19 RCW and Chapter 326-02 WAC. J. Open Public Meetings act, Chapter 42.30 RCW. K. Prevailing Wages on Public Works, Chapter 39.12 RCW. L. Public Records Act, Ghapter 42.56 RCW. M. Relocation Assistance- Real Property Acguisition Policy, Chapter 8.26 RCW. N. Shoreiine Management Act of 1971, Chapter 90:58 RCW. O. State Budgeting, Accounting, and Reporting System, Chapter 43.88 RCW. P. State Building Code, Chapter 19.27 RCW and Energy-Related Building Standards, Chapter 19.27A RCW, and Provisions in Buiidings.for Aged and Handicapped Persons, Chapter 70:92 RCW. Q. State Coastal.Zone Management Program Section 309 Assessment and Strategy(Publication 01-06-003), Shorelands and Environmental Assistance Program, Washington State Department of Ecology. R. State Environmental Policy, Chapter43.21CRCW. S. State Executive Order 05-05, Archeological and Cultural Resources. 2.27. LICENSING. AC6REDITATION AND REGISTRATION The Contractor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements o�standards necessary for the performance of this Contract. 2.28. LIMITATION OF AUTHORITY Only the Authorized Representative or Authorized Representative's designee by wri4ing (designation to tie made prior to action) shall have the ezpress, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract. 2.29. LOCAL PUBLIC TRANSPORTATION.COORDINATION Where applicable, Contractor shall participate in local public transportation forums and implement strategies designed to ensure access to services. _ . _ 2.30. NONCOMPLIANCE WITH NONDISGRIMINATION LAWS During 4he performance of this Contract, the Contractor shall comply with all federal, state, and local nondiscrimination laws, reguiations 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 wifh the Board. THe Contractor shall, however, be given a reasonable time in which to cure this noncompliance. Any dispute may be resolved in acco�dance with the "Disputes" procedure set forth herein. 2.31. NOTIFICATION.OF TENANTRIGHTS/RESPONSIBILITIES The Contractor shall provide all tenants, if any, wi4h information outlining tenant rights and responsibilities under the Washington State Landlord'Tenant laws, Title 59, Revised Code of Washington. City of Aubum Page24 DM16-952-046 10/18/2016 DWSRF NT Loan Contrad(Municipal) The Contractor shall also provide all occupants of property acquired with U.S. Department of Housing and Urban Development(HUD)funds notice regarding their eligibility for relocation assistance. Such notices will be provided as required by the Uniform Relocation Assistance and Real Property Acquisition Act of 1970, as amended and referenced in 49 CFR part 24 and Section 104(d)of the Housing and Community Development Act of 1974, as amended and referenced in 24 CFR 570 and noted in HUD's Handbook No. 1378. Notifications will include but not be limited to: • General Information Notice • Notice of Displacement/Non-Dispiacement 2.32. POLITICAL ACTIVITIES Political activity of Gontractor empioyees and officers are limited by fhe State Campaign Finances and Lobbying proyisions of Chapter 42,17 RCW and the Federal Hatch Act, 5 USC 1501 - 1508. No funds may be used for working for or against tiallot measures or for or against the candidacy of any person for pubiic office. 2.33. FREVAILING WAGE LAWS All contractors and subcontractors performing work on a construction project funded through this agreement shall comply with prevailing wage laws tiy paying the higher of state or federal pre0ailing wages accortling to: State Preyailing Wages on Public Works, Chapter 39.12 RCW, as applicable to the Project funded 6y 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 39.72.040. The Contractor shall maintain records sufficient to evidenoe compliance with Chapter 39.12 RCW, and shall make such records available for the Board's review upon request; or The Davis Bacon Act, 40 USC. 276a-276a-5 and related federal acts provide that all laborers and mechanics employed by contractors or subcontractors in the performance shall be paid wages at rates not less than those prevailing onsimilar construction in the locality as determined by the Secretary of Labor. 2.34. PROCUREMENT STANDARDS FOR FEDERALLY FUNDED PROGRAMS A Contractor which is a local government or Indian Tribal government must establish procurement policies and procedures in accordance with OMB Circulars A-102, Uniform Administretive Requirements for Grants in Aid for State and Local Governments,for all purchases funded by this Contract. A Contractor which is a nonprofit organization shali establish procurement policies in accordance with OMB Circular A-110, Uniform Administrative Requirements for Grants and Agreements with Nonprofit Agencies, forall purchases funded by this Contract. The Contractor's procurement system should include at least the following: 1, A code or standard of conduct that shall govem the performance of its officers, employees, or agents engaged in the awarding of contracts using federal funds. 2. Rrocedures th8t ensure all procurement transactions shall Lie conducted in a manner to provide, to the mazimum extent practical, open and free competition. 3. Minimum procedural requirements, as fol�ows: a. Follow a procedure to assure the avoidance of purchasing unnecessary or duplicative items. b: Solicitations shall be based upon a clear and accurate description of the technical requirements of the procured 'items. c. Positive efforts shall be made to use small and minority-owned businesses. d. The type of procuring instrument(fixed price, cost reimbursement)shall be determined by the Contractor, but must be appropriate for the particular procurement and for promoting the best interest of the program involved. e. Contracts shall be made only with reasonable subcontractors who possess the potential ability to perform successfully under the terms and contlitions of the proposed procurement. f. Some form of price or cost analysis should be performed in connection with every procurement action. g. Procurement records and files for purchases shall include all of the following: 1) Contractor selection or rejection. 2) The basis for the cost or price. 3) Justification for lack of competitive bids if offers are not obtained. City of Aubum Page 25 DMt6952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) h, A system for contract administration to ensure Contractorconformance with terms, condi4ions and specifications of this Contract, and to ensure adequate and fimely follow-up of all purchases. 4. Contractor and Subcontractor must receive prior approval from 4he Board for using funds from this Contract to enter into a sole source contract or a contract where only one bid or proposal is received when value of this contract is expected to exceed $5,000. Prior approval requests shall include a copy of proposed contracts and any related procurement documents and justification for noncompeti4ive procurement, 'rf applicable. 2.35. PROHIBITION AGAINST PAYMENT OF BONUS OR COMMISSION The funds provided under this Contract shaii not be used in payment of any bonus or commission for the purpose of obtaining approval of the applica4ion for such funds or any other approval or concurrence under this Contract provided, however, 4hat reasonable fees or bona fide technical consultant, managerial, or other such services, other than actuai solicitation, are not hereby prohibited rf othenvise eligible as project costs. 2:36. PUBLICITY � The Contractor agrees not to publish oruse any advertising orpublicity materials in which the state of VVashington or the Board's name is mentioned, or lenguage used from which the connection wifh the state of Washington's or the Board's name may reasonably be inferred orimplied, wittiout the prior written consent of the Board. 2:37. RECAP_TURE In the event that the Contractor fails to perform this contrect in accordance with state laws, federal:laws, andlorthe pro4isions of this conttact, The B.o.a�d.reserves the right to recapture funds in an amount to compensate the Board for the noncompliance in addition to any other remedies available at Iaw or in equity. Repayment by the Contractor offunds under this recapture proyision shall ocbur within the timeperiod specified by the Board. In the alternative, The Board may recapture such funds from payments due under this oontract. 2.38. RECORDS MAINTENANCE The Contracfor sfiall maintain all books, records, documents, data and other evidence relating fo this Contract and performance of the services described herein, including but not limited to accounting procedures and practices which su�ciently and prbperlyreflect all direct anii indi�ect costs of ariy nature expended in the perFormance of this ContracL Contractor shall retain such records for a period of six years following ttie date of final payment. If any litigation, claim or audit is started before the expiration of the six(6)year period, the recoFds shali be retained until all litigation, claims, or audit findings involving the reco�ds have been finally resolved. 2.39. REGISTRATION WITH DEPARTMENT OF REVENUE If required by law, the Contractor shall complete registration with the Washington State Department of Revenue. 2.40. RIGHT OF INSPECTION At no additional cost all rewrds relating to the Contractor's pertormance under this Contract shall be subject at all reasonable times to inspeotion, reyiew, and audit tiy the Board, the Office of the S[ate Auditor, and.federal and state officials so authorized 6y law, in order to monitor and evaluate performance, bompliance, and quality assurance under this Cont�act. The Contractor shall provide access to its facilities for tliis purpose. 2.41. SAVINGS In the edent funtling from state,federal, or other sources is wittidrawn, reduced, or limited in any way after the effective date of this Contract anil 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 limifations and conditions. 2.42. SEVERABILITY If any provision of this Contract or any provision of any document incorporated by reference shail 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 fhe provisions of this Contact are declared to be severable. City of Aubum Page 26 DM16-952-046 10/18Y2016 DWSRF NT Loan ConVact(Municipal) 2.43. 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 cdpies of all subcontracts and recortls related fo subcontracts. For cause, the Board in writing may: (a) requiPe the Contractor to amend its subcontracting procedures as;hey relate to this Contract; (b) proFiibit;he Contractor from subcontracting with a particular person or entity; or(c) require the Contractor to rescind oramend a subcbntract. E4ery subcontract shall bind the Subcontractor to follow all applicable terms of this Contract.THe Contracfor is responsible to th'e Board if the Subcontrector fails to comply with any applicable term or condition of this Contract. The Contractor shall appropriately monitor the activities of th8 Subcontractor to assure fiscal conditions of this Contract. In no event shall the existence of a subcontract operate to release or reduce;he liability of the Contractor to the Board for any tireach in the performance of the Contracto�'s duties. Every subcontract shall include a term that the Board and the State of Washington are not liable for claims or damages arising from a Subcontractor's performance of the subcontract. 2.44. SURVNAL 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 sliall so survive. 2.45. TAXES All payments accrued on account of payroll taxes, unemployment contributions, the Contractor's income or grbss receipts, any other taxes, insurance or expenses for the Contractor or its staff shall be the sole responsibility of the Contractor. 2.46. TERMINATION FOR CAUSEISUSPENSION In event the Board determines that the Contractor failed to comply with any term or condition of this ConVact, 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 altemative, the Board upon written notice may allow the Contractor a specific period of time in which to correct 4he non-compiiance. During the corcective-action time period, the Board may suspend further payment to the Contractor in whole or in part, or may restrict the Contractor's right to perform duties under this Contract. Failure by 4he Contractor to take timefy 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 fhe Contract or when the Board determines the failure was not caused by the Contractor's actions or negligence. If the Contract is terminated forcause, fhe 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, mailing, advertising, and staff time). 2.47. TERMINATION FOR CONVENIENCE' Except as otherwise provided in this Contract, the Board may, by ten (10) business days written notice, beginning on thesecond 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. 2.48. TERMINATION PROCEDURES After receipt ofa notice of termination, except as otherwise directed by the Board, the Contractor shall: A. Stop work under the Contrect on the date, and to the extent specified, in 4he notice; B. Place no furth;er orders or subcontracts for materials, seryices, or facilities related to the Contrect; C. Assign fo the Board all of the rights, title, and interest of the Contractor under(he 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 6y the Contracfor to settle such claims must have the prior written approval of the Board; and City of Aubum Page 27 DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) 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 will 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. 2.49. 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 Representafive of the Board. 2.50. WORK HOURS AND SAFETY STANDARDS The Gontract Work Hours and Safety Standards Act(40 USC 327-333),Where applicable, all contracts awarded by recipients in excess of$100,000 for construction and ofher purposes that involve the employment of inechanics or laborers must include a provision for compliance wifh Section 102 and 107 of the Contract Work Hours Safety Standards Act(40 USG 327-333), as supplemented by Department of Labor regulafions(29 CFR part 5). Under Secfion 102 of the Act, each subcontractor'is required to compute the wages of every mechanic and laborer on the basis of a standard workweek of 40 hours. Work in excess of fhe standardwork week is permissible provided fhat the workeris compensated at a rate of not less than 1 Yz fimes the basic rete of pay for all hours worked in excess of 40 hours in fhe work week. Sec4ion 107 of the Act is applicable to construction work and provides that,no laborer or mechanic is required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous, These requirements do not appiy to the purchases of supp(ies ormaterials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. City of Aubum Page 28 DM16-952-046 10/18/2016 DWSRF NT Loan�Contract(Municipal) i ATTACHMENT I: ATTORNEY'S CERTIFICATION � DRINKING WATER STATE REVOLVING FUND � (MUNICIPAL) � City of Auburn , DM16-982-046 � I, ��!7 l � ET�f�.� , hereby certify: I am an attorney at law admitted to practice in the State of Washington and the dulyappointed attomey of the Contractor identified on the Declarations Page of the Contract identiffed above; and � I I haye also examined any and all documents and rewrds, which are pertinent to the Contract, including the application requesting tliis financial assistance. Based on the foregoing, it is my opinion that: 1. The Contractor is a pubiic 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 objec4ives set forth in 4heir application. 2. The Contraotor is empowered to accept the Drinking Water State Revolving Fund financial assistance and I to provide for repayment of the loan as set forth in the loan agreement. 3. There Is currently no litigation fn existence seeking to enjoin the commencement or completion of fhe i ab:ove-describ:ed public facilities project or to enjoin the Contractor from repaying the Drinking Water State Revolving Fund loan extended by the Pubiic Works Board with respect tosuch project. The Contractoris not a party to Iitigation,which wifl materially affect its ability to repay such loan on the terms contained in the loan agreement. I 4. Assuinption of this obligatlon would not exceed statutory and administrativa ru�e dabt limitations applicable i to the ntractor. NU'Y �{, ��6 Sig a e of Attorn - Date _��r ' �3 • l�e�-� Na 2� Gt/2s� �1 a�h -�'�'�� 'u�t+�r� , l.�1 f1" c/'�OD l �i Address I I City of Auburn Page 29 Attachment I:Attomey's Certification ' DM1&952-046 10/18/2016 DW SRF NT Loan Contract(Munioipal) ATTACHMENT II: FfDERAL AND STATE REQUIREMENTS 7) Environmental Authorities a) Archeological and Historic Preservation Act of 1974, Public Law 86-523 as amended b) Clean Air Act, Public Law 84-159 as amended c) Coastal Zone Management Act, Public Law 92-583 as amended dj Endangered Species Act, Public Law 93405 as amended e) Environmental Justice, Executive Order 12898 � Fioodplain Management;Executive Order 11988 as amended by Executive Order 12148 g) Protection of Wetlands, Executive Order 11990 h) Farmland Protection Policy Act, Public Law 97-98 i) Fish and Wildlife Coordination Act, Public Law 85-624 as amended j) National Historic Preservation Act of 1966, Public Law 89-665 as amended k) Safe Drinking Water Act, Public Law 93-523 as amended I) Wild and Scenic Rivers Act, Public Law 90-542 as amended 2) Economlc and Miscellaneous Authorities a) Demonstration Cities and Metropolitan Development Act of 1996, Public Law 89-754 as amended, Ezecutive Order 12372 b) Procurement Prohibitions under Section 306 of the Clean air Act and Section 508 of the Clean Water Act, including Executive Order 11738, Administration of the Clean Air Act and the Federai Water Pollution Control Ac with Respect to Federal Contracts, Grants, orLoans c) Uniform Relocation and Real Property Policies Act, Public Law 91-646 as amended d) Debarment and Suspension, Executive OFder 12549 e) H.R. 3547, Consoiidated Appropriations Act, 2014. 3) Social Policy Authorities a) Age Discrimination Act of 1975, Public Law 94-135 b) Title VI of the Civil Rights Act of 1964, Public Law 88-352 c) Section 13 of the Federal Water Pollution Control Act Amendments of 1972, Public Law 92-500 (the Glean Water Act) d) Section 504 of the Rehabilitation Act of 1973, Public Law 93-112 (including Executive Orders 11914 and 11250) e) Equal Emqloyment Opportunity, Executive Order 11246 f) Disadyantaged Business Enterprise, Public Law 101-549(the Clean Air Act), and Public Law 102-389(the£lean Water Act) g) Section 129 of the Small Business Administration ReautYiorization antl Amentlment Act of 1988, Public Law 100- 590 4) S4ate Laws a) Chap4er 36.70A RCW, Growth Management Act ti) Chapter 39.80 RCW, Contracts for Architectural and Engineering Services c) Chapter 39.12 RCW, Washington State Public Works Act d) Chapter 43.20 RCW, State Board of Health e) Chapter 4370 RCW, Department of Health f) Chapter 43.155RCW, Public Works Project g) Cfiapter 70.116 RCW, Public Water Systems Coordination Act of 1977 h) Chapter 70.119 RCW, Public Wafer Supply Systems Certification and Regulation of Operations i) CfiapteP 70.119A RCW, Public Water Systems, Penalties &Compliances j) Chapter 246-290 WAC, Group A Public WaterSystems k) Chapter 246-291 WAC, Group B Public WaterSystems I) Chapter 246-292 WAC, Waterworks Operator Certification Regulations m) Chapter 246-293 WAC,Water Systems Coordination Act n) Chapter 246-294 WAC, Drinking Water Operating Permits o) Chapter 246-295 WAC, Satellite System Management Agencies p) Chapter 246-296 WAC Drinking Water State Revolving Fund Loan Program q) Chapter 173-160 WAC, Minimum Standards for Construction & Maintenance of Wells r) Title 173 WAC, Department of Ecology Rules s) Title 40 Part 141 Code of Federal Regulations, Federal National Primary Drinking Water Regulations (Section Adopted by Reference) City of Aubum Page 31 Attachment II: Federal and State Requirements DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) City of Aubum Page 32 Attachment II:Federal and State Requirements DM16952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) ATTACHMENT III: DISADVANTAGED BUSINESS ENTERPRISE REQUIREMENTS GENERAL COMPLIANCE; 40 CFR, Part 33 The Contractor agrees to comply with the requirements of Environmental Protection Agency's Program for Utilization of Small, Minority and Women's Business Enterprises (MBE/WBE) in procurement under this Contract, contained in 40 CFR, Part 33. PAIR SHARE OBJECTIVES,40 CFR, Part 33, Subpart D The following are exemptions from the fair share objective Requirements: • Grant and loan recipients receiving a totai of$250K or less in EPA financial assistance in a given fiscal year. • Tribal recipients of Performance Partnership Eligible grantsunder40 GFR Part 35, Subpart B. o There is a 3-year phase in period for the requirement to negotiate fair share goais for Tribal and Insular Area recipients. • Recipients of TecHnical Assistance Grants. The Fair Share Objectives or goals for the utilization of disadvantaged b.usinesses negotiated with EPA by tlie WA Office of Minority Women Business are stated below. Construction 10% MBE' 6%WBE Su lies 8% MBE 4%WBE E ui ment 8% MBE 4%WBE Purchased Services 10%MBE 4%WBE By signing this Contract, the Contractor is accepting the fair share objectives/goals stated abode and attests fo the fact that it is purchasing the same or similar construction, supplies, services and equipment, in the same or simila��elevant geographicbuying market as WA Office of Minority Women Business goal is being adopted. SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C Pursuant to 40 CFR, Section 33.301, the Contractor agrees to make the following good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to ensure tfiat sub- recipients, loan [ecipients, and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained. The six good faith efforts stiall include: A. Ensure Disadvantaged Business Enterprises are made aware of contracting opportunities to the fullest extent practicable through outreach and recruitment activities. For Indian Tribal, State and Lxal Government recipients, this will include placing the Disadvantaged Business Enterprises on solicitation lists and soliciting them whenever they are potential sources. B. Make information on forthcoming opportunities available to Disadvantaged Business Enterprises and arrange time frames for contracts and establish delivery schedules, where the requirements permit, in a way that encourages and facilitates participation by Disadvantaged Business Eriterprises in the competitive process. This includes, whenever possible, posting solicitations for bids or proposals for a minimum of thirty(30)calendar days before the bid or proposal closing date. C. Consider in the contracting process whether firms competing for large contracts could subcontract with Disadvantaged Business Enterprises. For Indian Tribal, State and Local Goyemment recipients; ttiis will include dividing total requirements, when economically feasible, into smaller tasks or quantities to permit rriazimum participation by Disadvantaged Business Enterprises in the wmpetitiye process. D. Encourage contracting with a consortium of Disadvantaged Business Enterprises when a contract is too large for one of these firms to handle individually. E. Use the services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. F. If ttie prime contractor awards subcontracts, also require the prime contractor to take fhe five good faith efforts in paragraptis A through E above. MBEIWBE REPORTING, 40 CFR, Part 33, Sections 33.502 and 33.503 City of Aubum Page 33 Attachment III: DBE Requirements DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) Contractor is required to submit MBEIW BE participa4ion reports to the Board andlor the Department of Health, on a quarterly basis, beginning with the Federal fiscal year reporting period the Contractor receives the award and continuing untii the project is completed. CONTRACT ADMINISTRATION PROVISIONS, 40 CFR, Section 33.302 The Contractor agrees to comply with the contract administration provisions of 40 CFR, Section 33.302. The Contractor agrees to require ail general contractors to provide forms: EPA Form 6100-2 DBE Subcontractor Participation Form and EPA Form 6100-3 DBE Subcontractor Performance Form to all its Disadvantaged Business Enterprise:subcontractors, engineers, vendors, and any other entity for work or services listed in the declared SCOPE OF WORK:These two(2)forms may be obtained from the EPA Office of Small Business Program's website on the internet at http://www.epa.aovlosbo/arants.htm. The Contractor agrees to require all general contractors to complete and submit to the Contractor and Environmentai Protection Agency EPA Form 6100-4 DBE'Subcontractor Utilization Form beginning with the Federal fiscal year reporting period the Contractor receives the award and continuing until the project is completed. Only procurements with certified MBEIWBEs are counted toward a Contractor's MBE/WBE accomplishments. BIDDERS LIST, 40 CFR, Section 33.501(b)and (c) The Confractor is also required to create and maintain a bidders list if the Contractor of the loan is subject to, or chooses to follow, competifive bidding requirements. Please see 40 CFR, Section 33.501 (b)and (c)for specific requirements and exemptions. Section 33.501(b)of the rule is as follows: A recipient of a Continuing EnvironmentaCProgram Grant or ofher annual grant must create and maintain a bidders list. In addition, a recipient.of an EPA financial assistance agreement to capitalize a revoiving loan fund also mustrequire en4ities receiving identified loans to create and maintain a bidderslisfif the recipient of fhe loan is subject to, or choosesto follow, compefitive bidding requirements.The purpose of a bidders lisfis to provide 4he recipient and entities receiving identified loans who conduot competitive bidding with as accurate a database as possible aboutithe universe of MBE/N/BE and non- MBEIWBE prime and subcontractors.The list must include all firms that bid or quote on prime contracts or bid or quote on subcontracts underEPA assisted projects, including tioth MBEIWBEs. The bidders list must be kept until the grant project period has expired and the recipient is no longer receiving EPA funding under the grant. For entities receiving iden4ified loans, the bidders list must tie kept until the project period for the identified loan has ended. The following information must be obtained from all prime and subcontractors: (1)Entity's name with point of contact; (2) Entitys mailing address,telephone number, and e-mail address; (3)The procurement on which the entity bid or quoted, and when; and (4) Entitys status as a MBEIWBE' or nqn-MBENIIBE. The ezemption found at§ 33.501(c) is as follows: A recipient of an EPA financial assistance agreement in the amount of$250,000 or less for any single assistance agreement, orof more than one fnancial assistance agreement wi4h a combined total of$250,000 or less in any one fiscal year, is exempt from the paragraph (b)of this sec4ion requirement to create and maintain a bidders list. Also, a recipieM under the CWSRF, DN/SRF, or BCRLF Program is not required to apply the paragraph (b)of this section bidders list requirement of this subpart to an entity receiving an identified loan in an amount of$250,000 or less,or to an entity receiving more than one iden4ified loan with a combined total of$250,000 or less in any one fiscal year. This exemption is limited to the paragraph (b)of this section bidders list requirements of this subpart. 'Qualified Women and Minority business enterprises may be found on the Internet at www.omwbe.wa.gov or by contactlng the Washington State Office of Minoriry and Women's Enterpflses at�360-704-1181. City of Aubum Page 34 Attachment III: DBE Requirements DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) ATTACHMENT IV: CERTIFICATION REGARDING _ _ _ _ _ DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS ,�,��/'�, un�tea sate$ � 8� Environmental Protection Agency _. ...._ ___ EPA Project Conirol Number United Sfates Environmental Protec6on Agency Washington,DC20460 The prospective participant certifies to the best of its knowledge and belief that it and the principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three yearperiod preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a pubiic(Federal, State, oriocal)transaction or contract under a public transaction:violation of Federal or State antitrust statutes or commission of embealement, theft,forgery, bribery,falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presen4ly indicted for otherwise criminally or civilly charged by a government entity(Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b)of this certification; and (d) HaVe not within a three-year period preceding this application/proposal had one or more public transactions (Federal, Siate, or local)terminated for cause or default. I understand that a false statement on this certification may be ground for rejection of;his proposal or termina;ion of the award. In addition, under 18 USC Sec. 1001, a false statement may result in a fine of up to$10,000 or imPrisonment for up to5-years, or both. TypeC'Name&Title of AutFiorized Representative . b Signa u'r`e of Autfi z d Rep�esentative � . Date � I am unable fo certify to the above statements. My explanation is attached. EPA.Form 5700-49(11-88) City of Auburn Page 3fr Attachment IV: Certification Regarding Debarment DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) City of Aubum Page 36 Attachment IV: CeRification Regarding Debarment DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) ATTACHMENT V: DWSRF ELIGIBLE PROJECT COSTS Must be directty attributable to[Fie project. Employee benefits must be calculated as a 1. The costs for complying with the Unifortn Relocation percentage of direct labor dollars.The Assistance and Real Property Acquisition Policies computation of predetermined percentage rates Act of 1970. to be applied to curzent labor costs,musf b:e 2. DWSRF loan fees. based on the average of total employee ben�ts and total labor costs for the prior fiscai year and 3. The purchase of a portion of another system's adjusted by known current year variations. capacity, if it is the most cost effective solution c. Other than work identlfied in Number 9.a, no (limited to publicly owned(municipal)systems). costs associated with labor performed by the 4. ConsWction of reservoirs(clear wells)that are part boRower's employees, including force account of the treatment process and are collocated with the work, are eligible for financing assistance. treatment facility. 10. ConVact engineering, planning,design, legal, and 5. Construction of distribution reservoirs(finished financial planning services.The Boartl reserves the water). right to declare ineligible legal costs tHat are 6. Cost associated with restructuring or consolidation of unreasonable and disproportionate to the project. ezisting water systems by publicly owned water 11. Contract construction work. systems. 12. Direct vehicle and equipment charges at the actual 7. Main extensions to connect to safe and reliable rental cost paid for the equipment or, in the case of sources of drinking water. city or county-owned equipment, at tHe rental rates 8. Cost associated with collecting and preparing established by the local government's"equipment environmental assessment documents to obtain local rental and revolving fund"following fhe methods permits. prescribed by the division of municipal corporations. 9. Direct labor including related employee benefits: However, such costs mustbe charged on a uniform a. Salaries and wages(at actual or average rates) basis to equipment used for all projects regardl@ss of tFie source of funding. Cities with a population of covering productive labor hours of employees of ei ht thousand or less not usin this the borrower(excluding the administ�ative 9 9 type of fund are allowed the same rates as used by the State organization of the operating unit inyolved)for Department of Transportation. periods of time actively or incidentally engaged �3. Direct materials and supplies. in pre-design en9ineering, design engineering, consVuction engineering, acquisition of rights of 14. Other direct costs incurred for materials or services way, and the cleaning, sterilization or acquired for a specific project are eligible costs and bacteriological tesUng of water system may include, but are not limited to such items as: components prior to public use.The costs of a. Telephone charges. services rendered by employees generally b. Reproduction arid photograrrimetry costs. classified as administration/project management c. Video and photography for project of the loan are considered a direct cost o�ly documentation. when suah employees are assigned the rypes of d. Computer usage. services described above and shall be limited to e. Printing and advertising. 3% or less of the project loan amount �5. Other project related costs include: b. Employee benefits relating to labor are CompetitiJe Bidding. considereil a direct cost of constructioh projects. . Audit. The following items may be included as employee benefits: • Insu�ance. • Prevailing wages. • F.I.C.A.(Social Security)—employer's share. . Attorney fees. • Retirement benefits. En4ironmental Review. • Hospital, health, dental, and other welfare . Arcfiaeological Survey. insu�ance. • Life insurance. Water system plan costs are not eligible for • Industrial and medical insurance. reimbursement. Small watersystem management Vacation. program and ptan amendments costs are eligible for • Holiday. reimbursement. . Sick leave. Projects may be designed to accommodate reasonable • Military leave and jury duty. growth.This is generally the 20-year projection included in the system's water system plan or small water system management program. City of Autium Page37 Attachment V: DWSRF Eligible Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contrect(Municipal) City of Aubum Page 38 Attachment V: DW SRF Eligible Projecf Costs DM16-952-046 10/18/2016 DWSRF NT Loan Co�tract(Municipai) ATTACHMENT VI: LABOR STANDARD PROVISIONS FOR SUBRECIPIENTS THAT ARE GOVERNMENTAL ENTITIES Wage Rate Requirements Under The Consolidated and Further Continuing Appropriations Act, 2013(P.L. 113-6) Preamble With respect to the Clean Water and Safe Drinking Water Stafe Revolving Funds, EPA provides capitalization granfs to each State which in turn provides subgrants or loans to eligitile entities within the State. Typicaliy, the su6recipienfs are municipal or other local go4ernmental entities that manage the funds. For these types of recipients, the prodisions set forth under Roman Numeral I, below, shall appiy. Although EPA and tfie State remain responsible for ensu�ing subrecipienfs'compliance with the wage rate requirements set forth herein, those subrecipients shall have the primary responsibility to maintain payroll recortls as described in Section 3(ii)(A), below and for compliance as described in Section I-5. Occasionally, the subrecipient may be a private for profit or not for profit entity. For these types of recipients, the provisions set forth in Roman Numeral II, below, shall apply. Although EPA and the State remain responsible for ensuring subrecipients'compiiance with the wage rate requirements set forth herein, those subrecipients shall have tHe primary responsibility to maintain payroll records as described in Section II-3(ii)(A), below and for compliance as described in Section II-5. I. Reauirements Under The Consolidated and Purther Continuins� Appropriations Act.2013(P.L. 113-61 For Subrecipients ThatAre Governmental Entities: The following terms and conditions specify how recipients will assist EPA in meeting its Davis-Bacon (DB) responsibilities when DB applies to EPA awards of financial assistance under the FY 2013 Continuing Resolution with respect to State recipients and subrecipients that are governmental entities. If a subrecipient has questions regarding when DB applies, obtaining fhe correct DB wage determinations, DB provisions, or compliance monitoring, it may contact Department of Commerce. If a State recipient needs guidance, they may obtain additional guidance from DOL's web site at h8�:/lwww.d ol.qov/whd/. 1, Applicabili4y of the Davis-Bacon (DB) prevailing wage requirements. Under fhe FY 2013 Continuing Resolution, DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried out in whole or in part with assistance made available by a State water pollution control revolving fund and to any construction project carried out in whole or in part by assistance made available by a drinking water treatment revolving loan fund. If a subrecipient encounters a unique situation at a site that presents uncertainties regarding DB applicability;the subrecipient must discuss the situation with the recipient State before authorizing work on 4hat site. 2. Obtaining Wage Determinations. (a) Subrecipients shall obtain the wage determination forthe locality in which a covered activity subject to DB wiil take place prior to issuing requests for bids;proposals,quotes or other methods for soliciting contracts(solicitation)for ac4ivities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. Prime contracts must contain a provision requiring fhat subcontractors follow the wage determination incorporated into the prime contract. (i) While the solicitation remains open, the subrecipient shall monitor www.wdol.aov weekly to ensure that the wage determination contained in the solicitation remains current. The subrecipients shall amend the solicitation 'rf DOL issues a modification more than 10 days prior to the closing date(i.e. bid opening)for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the subrecipients may request a finding from the State recipient that there is not a reasonable time to notify interested contractors of the modification of the wage determination. The State recipient will provide a report of its findings to the.subrecipient. (ii) If the subrecipient does not award the contract within 90 days of the ciosure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the State recipient, at the request of the subrecipient, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The subrecipient shall monitor www.wdol.qov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicita4ion remain current. (b) If the subrecipient carries out activity subject to DB by issuing a task order, work assignment orsimilar instrument to an existing contractor (ordering instrument) rather fhan by publishing a solicitation, the subrecipient shall insert the appropriate DOL wage determination from www.wdol.pov into the ordering instrument. (c) Sub_�ecipients shall review all subcontracts subject to DB entered into tiy prime contractors to verify that the prime cont�acto�has required its subcontractors to include the applicable wage determinations. Gity of Aubum Page 39 Attachment V: DWSRF Eligible Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) (d) As providetl in 29 CFR 1.6.(f), DOL may issue a revised wage determination applicable to a subrecipienf'&contract after the award of a contract or the issuance ofan ordering instrument if DOL determines that the subrecipienYhas failed to incorporate a wage determinafion or has used a wage determination that clearly does notapply to 4he contract or ordering insfrument. If this occurs, the subrecipient shall either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract or ordering instrument by change order. The subrecipienYs contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage determination. 3. Contrect and Subcontract provisions. (a) The Recipien4 shall insure that the subrecipient(s)shall insert in full in any contract in excess of$2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, ofa treatment work under the CWSRF or a construction project under the DWSRF financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency 4o make a loan, grant orannual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in §b.1 or the FY 2013 Continuing Resolution, the following clauses: (1) Minimum wages. (i) Ail laborers and mechanicsemployed or workingupon the site of the work will be paid uncondi4ionallyand not less often fhan once a week, and wifhout subsequent deduction or rebate on any account(except such payroll deducfionsas are permitted by regulafions issued bythe Secretary of Labor under fhe Copeland Act(29 GFR part 3)), the full amount of wages and bona fidefringe benefits(or cash equivalents fhereo�due at time of payment computed at rates notless4han those contained in 4he wage determination of the Secretary of Labor which isattached hereto and made a part hereof, regardless of any contractual rela4ionship which may be alleged to exisf between fhe contractor and such laborers and mechanics. Gontributions made or costs reasonably anticipated for bona fide fringe benefits under secfion 1(b)(2)of the Davis-Bacon Act on behaif of laborers or mechanics are considered wages paid to such laborers ormechanics;subject to the provisions of paragraph (a)(1)(iv)of this section; also, regular contribu4ions made or costs incurred for more 4han a weekly period (but not less often than quarterly) under plans, funds, or programswhich cover the parEicuiar weekly period, are deemed to be construcfively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on fhe wage determination for 4he classification ofwork actually performed, without regard to skill, exceptas provided in § 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each ciassifica4ion for 4he fime actualiy worked fherein: Provided, that the employer's payroll records accurately set forth the fime spenf in each classification in which workis performed. The wage determinafion (including any additional classification and wage rates contormed under paragraph (a)(1)(ii)of this section)and the Davis-Bacon poster(WH-1321)shall be posted atall times by the contractor and its subconfractors at fhe site of 4he work in a prominenYand accessible piace where it can be easily seen by the workers. Subrecipients may obtain wage determinations from the U.S. Department of Labor'sweb site, www.doLgov. (ii)(A) The subrecipient(s), on behaff of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be empioyed under the contract shall be classified in conformance with the wage detertnination. The State award o�cial shail approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If 4he contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the subrecipient(s)agree on the classification and wage rate(inciuding the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage de,termination shall be senfby the subrecipient(s)to the State award official. TheState award official will transmit the request, to the Administrator of the VVage and Hour Division, Employment Standards Adminisfra4ion, U.S. Department of Labor,Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The AdminisVator, or an autfiorized representatiye, will approve, modify, or disapprove every additionai classifcation.request within 30 days of receipt anii so advise the State award official or wiil notify the State award o�cial within the 30-day period that additio,nal time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the class�cation or their represenfati4es, and the subrecipient(s)do not agree on the proposed classification and wage [ate(including the amount designated for fringe benefits, wfiere app�opriate), the award official sliall refer the request and the local wage determination, including tfie views ofall interested parties and the recommendation of theState award official, to the Administrator for City of Aubum Page 40 Attachment V: DWSRF Eligible Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Adminisfrafor,o�an authorized represenfatiJe, will issue a determination within 30 days of receipt of the request and so advise the oontracting officer or will notify the contrecting officer within the 30-day period that additional time is necessary. (D) The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs (a)(1)(ii)(B)or(G)of this section, shall be paid to all workers performing work in the classification under this contract from the first day ortwhich work is performed in the class�cation. (iii) N/henever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefiYas stated in the wage determination orshall pay another bona fide fringe benefit oran hourly cash equivalent fhereof. (iv) If the contractor does not make payments to a trustee orotherthird person, fhe contractor may consider as part of fhe wages of any latiorer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided, that fhe Secretary of Labor hasfound, upon the written request of fhe contrector, that the applicabie standards of the Davis-Bacon Act have been met: The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obliga4ions under the plan or program. (2) Withholding. The subrecipient(s), shall upon written request of the EPA Award O�cial or an authorized representative of the Departmgnt of Labor, withhold orcause to be withheld from the contractorunder this contract or any other Federal . contract with the same prime contractor, or any ofher federaliy-assisted contract subject to Davis-Bacon prevaiiing wagg _ _._ reguirements, which is heltl by the same prime contractor, so much of the accrued paymentsor advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including,any apprentice, trainee, or helper, employed or working on the site of the work, ail or part.of the wages required by the contract, tHe(Agency) may, a8er written notice to the contractor, sponsor, applicant, or owner; take such action as may tie necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and b:asic records. (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such re'cords sFiall contain the name, address, and social security number of each such worker, his or hercorrect classifcation, hourly rates ofwages paid(including rates of con;ributibns or costs anticipated for bona fde fringe benefits or cash equivalents;hereof of the types descritied in section 1(b)(2)(B)of the Davis-Bacon Act), daily and weekly numtier of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5,5(a)(1)(iv) that the wages of any laborer or mecHanic include the amount of any qosts reasonably anticipated in providing benefts under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that tlie plan or program is financially ... responsible, and that th:e plan or program has been communicated in writing to the latiorers or mechanics affected, and tecords which show the cos(s anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of tHe registration of apprenticeship prog�ams and ¢ertification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribetl in the applicable programs. (ii)(A) The contractor shall submit weekly, for each week in which any contract work is perFormed, a copy of all payrolis to the subrecipient, that is, the entity that re6eives the sub-grant or loan from the State capitalization grant recipienL Suoh documentation shall be available on request of;he State recipient or EPA. As to each payroll copy received, the _ subrecipient shail provide written confirmation in a form satisfactory to the State indicating whether or not the project is in compliance wi4h the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of fhe informa4ion required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., fhe last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form W H-347 is available for this purpose from the Wage and Hour Division Web site at htto://www.dol.qovlwhdlformslwh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of qayrolls by all subcontractors. Gontractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to fhe subrecipient(s) for transmission to tlie State or EPA if requested by EPA, the State, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an inyestigation or audit of compliance with prevailing wage reguiremen(s. It is not a violation of this section for a prime contractor to require a subcontractor to provide addres.ses and social security numbers to the prime contractor for its own records, without weekly submission to the subre.cipient(s). (B) Each payroll submitted shall be accompanied by a"Sfatement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under tlie contract and shall certify the following: Ci4y of Aubum Page 41 Attachment V: DW SRF Eligible Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) (1) That the payroll for the payroll period contains the information required to be provided under§ 5.5(a)(3)(ii)of Regulations, 29 CFR part 5, the appropriate information is being maintained under§ 5.5(a)(3)(i)of Regulations, 29 CFR part 5, and that such information is correct.and complete; (2) That each laborer or meohanic(including each helper, apprentice, and trainee)employed on the contractduring the payroll period has been paid the full weekly wages eamed, without rebate, either directly o�indiPectly, and thatno deductions Have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the class�cation of work performed, as specified in the applicable wage determination inco�porated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the"Statement of Compliance" required byparagraph(a)(3)(ii)(B)of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Stete, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails tosubmit the required records or to make them available, the Federal agency or State.may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees— (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department oftabor, Employment and Training Administration, Office of ApprenticeshipTreining, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency(where appropriate)to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shali not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payro�l at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shali be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a conVactor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen fiourly rate specified in the applicable wage determination. Appreritices shail be paid fringe benefits in accorilance with the provisions of tFie apprenticeship program. If the apprenticeship program tloes not specify fringe benefits, apprentices must be paid the full amo:unt of fringe benefits listed on the wage defermination for the applicable classification. If the Administrator determines that a different practioe prevailsfor the applicable apprentice ciassification, fringes shall be paid in accordance with that determination. In tHe event the Offioe of:Apprenticeship Training, Employer and Labor Seryices, oY a State Apprenticeship Agency recognized by the Office,withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which lias received prior approval, evidenced by format certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by 4he Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for 4he trainee'sJevel of progress, expressed as a percentage of the journeyman hourly rate spec'rfied in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of 4he trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on fhe wage determinafion unless fhe Administrator of 4he Wage and Hour Division determines that fhere is an apprenticeship program,associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is City of Auburn Page 42 Attachment Vi DWSRF Eligible Project Costs DM16-952-046 10l1S/2016 DWSRF NT Loan Contracf(Municipal) not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the class�cation of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than theapplicable wage rate on the wage determination for the work actualiy perfortned. In the e4ent the Employment and Training Administration withdraws approval of a training program, the contrector wili no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approvetl. (iii) Equal employment opportunity. The utilization of appren;ices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Ezecutive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The contractor shall comply with the re:quirements of 29 CFR part 3, which are inoorporated by reference in this contFact. (6) Subcontracts.The contractor or subcont�actor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1)through(10)and such other clauses as the EPA detsrmines may by appropriate, and also a clause requiring the subcont�actors to include these clauses in any lower tier subcontracfs.Tfie p�ime contractor shall be responsible for tfie compliance by any subcoritractor or lower tier subcontractor with all the coritract clauses in 29 CFR 5.5. (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds fo�termination of the contract, and for debarment as a conVactor and a subcontrector as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include dispu4es between the contractor(or any of its subcontractors)and Subrecipient(s),State, EPA, the U.S. Department of Labor, or the employees or their representatives. (10)Cerfification of eligibility. (i) By entering into this contract, the contractor certifles that neither it(nor he or she)nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of fhe Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC 1001. 4. Gontrect.Provision for Contrects in Excess of$10Q000. (a) Contract VVork Hours and Safety Standards Act. The subrecipien(shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4)of this section in full in any contract in an amount in excess of$100,000 and subject to the oDertime provisions of the Contract Work.Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) OVertime.requirements. No contractor or subcontractor contracting for any part of the contract work which may reguire or involve the employment of laborers or mechanics shall reguire orpermit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Vioiation; liability for unpaid wages; liquidated damages. In the event of any viola4ion of the clause set forth in paragraph (a)(1)of this section the contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for fhe District of Columbia or a territory;to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1)of this section, in the sum of$10 for each calendar day on which such individual was required orpermitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1)of this section. (3) Withholding for unpaid wages and liquidated damages. The subrecipient, upon written request of the EPA Award Official or an authorized representative of tHe Department of Labor, shall withhold or cause to be witfiheld,from any moneys payablebn account of work performed by the contractor or subcontractor under any such contract or any oth_er Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is heid by the same prime contracfor, such sums as may be determined to be City of Aubum Page 43 Attzcnment V:DWSRF Eligi6le Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal) necessary to satisfy any liabili4ies of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forfh in paragraph(b)(2)of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (aj(1)through (4)of tFiis section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by anysubcont[acfor or lower tier su6contracto� with the clauses set forth in paragraphs(a)(1)through (4)of this section. (b) In addition to the ciauses contained in Item 3, above, in any contrect subject only to ttie Contract:Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, tfie Sutirecipient.shall insert a clause requiring that the.contractor or subcontractor shall maintain payrolls and basic payroll recordsduring tfie course of the work and shall preserve them for a period of three years from the completion of the conVact for all labo�e�s and mechanics, including guards and watchmen, working on the conVact. Such records shali contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Subrecipient shall insert.in any such contract a clause providing hat the records to be.maintained under this paragraph shall be made available by3lie con4ractor or subcontractor for inspection, copying, or transcription by authorized representatives of the(write the name of agency) and the Department of Labor; and the contrector or subcontractor will permit such representatives to inter0iew employees during working hours on the job. 5. Compliance Veriflca4ion (a) The subrecipient shall periodically interview a su�cient number of employees entitled to DB prevailing wages (covered employees)to verify 4hat contractors or subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5:6(a)(6), all interviews must be conduded in confidence. The subrecipient must use Standard Form 1445(SF 1445)orequivalent documentation to memorialize the interviews. Copies of the SF 1445 are available from EPA on request. (b) The subrecipient_shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB pos.ed by contractors or subcontractors and fhe duration of the contract or subcontrac4. Subrecipients.must conduct more frequent interviews if the inifial interviews or other informafion indicated that fhere is a risk that tFie contractor or subconhactor is not complying with DB. Subrecipientsshali immediateiy conduct interviews in response to an allegedviola4ion of 4he prevailing wage requirements. All interviews shall be conducted in confidence.'` (c) The subrecipient shall periodically conduct spot checks of a representative sample of weekly payroll data to verify 4hat contractors or subcontractors are paying ftie apgropriate wage retes. The subrecipient,shall establish and follow a spot check scfiedule based on its assessment of 4he risks of noncompliance with DB posed by contractors or subcontractors and the duration of the contract or subcontract. At a minimum, rfprac4icable, 4he subrecipient should spot check payroll data within two weeks of each contractor or subcontractor`s submission of its initial payroll data and two weeks prior to fhe completion date the oontract or subcontract. Subrecipients must conduct more frequent spot checks rfthe inifial spot check or otlier information indicates that there is a risk that fhe contractor or subcontractor is not compiying wi4h DB. In _.... addition, during the examinations the subrecipient shall verify evidence of fringe benefit plans and payments thereunder tiy contractors.and subcontractors who claim credit for fringe ben�t coMributions. (d) The subrecipient shall periodically review contractors and subcontractors use of apprentices and trainees to verify registration and cert�cation with respecfto apprenticeship and training programs approved by either the U.S Department of Laboror a state, as appropriate, and fhat contrectors and subcontractors are not using disproportionate numbers of, laborers, trainees and apprenfices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b)and (c)above. (e) Subrecipients must immediately report potential violations of the DB prevailing wage requirements to the Department of Commerce and to the appropriate DOL Wage and Hour District Office listed at htto://www.dol.pov/contacts/whdlam erica2.htm. City of Aubum Page 44 Attachment V: DW SRF Eligible Project Costs DM16-952-046 10/18/2016 DWSRF NT Loan Contract(Municipal)