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2022/04/25 - Briefing Packet
MASON COUNTY COMMISSIONER BRIEFING INFORMATION FOR THE WEEK OF April 25, 2022 In the spirit of public information and inclusion,the attached is a draft of information for Commissioner consideration and discussion at the above briefing. This information is subject to change, additions and/or deletion, and is not all inclusive of what will be presented to the Commissioners. Please see draft briefing agenda for schedule. Cptj��� . 1854 In-person attendance is restricted. Our Commission meetings are live streamed at http://www.masonwebtv.com/and we will accept public comment via email msmith n,masoncounbya.gov;or mail to Commissioners Office,411 North 5'h Street, Shelton,WA 98584;or call 360-427-9670 ext.419. If you need to listen to the Commission meeting via your telephone,please provide your telephone number to the Commissioners'office no later than 4 p.m.the Friday before the meeting. BOARD OF MASON COUNTY COMMISSIONERS DRAFT BRIEFING MEETING AGENDA 411 North Fifth Street, Shelton,WA 98584 Week of April 25, 2022 Monday,April 25,2022 Commission Chambers Times are subject to change,depending on the amount of business presented 9:00 A.M. Support Services—Mark Neary 9:35 A.M. Indigent Defense—Peter Jones 9:40 A.M. Community Development—Dave Windom 9:50 A.M. Public Works—Loretta Swanson Utilities&Waste Management 10:00 A.M. Economic Development Council—Jennifer Baria Commissioner Discussion—as needed Tuesday,April 26,2022 Civic Center 4:30 P.M. COVID-19 Recognition Event Briefing Agendas are subject to change,please contact the Commissioners'office for the most recent version. Last printed 04/22/22 at 9:54 AM If special accommodations are needed,contact the Commissioners'office at Shelton(360)427-9670 ext.419 Mason County Administrator b�oTZ CO'V' �� 411 North 51h Street Shelton, WA 98584 360.427.9670 ext. 419 ►xsr n�� MASON COUNTY COMMISSIONER BRIEFING ITEMS FROM ADMINISTRATOR April 25, 2022 • Specific Items for Review o Facility/Park Naming Policy— Diane o Multi-factor authentication software—TJ 0 2022 Budget Amendments—Jenn o Incentive Pay Options - Mark • Commissioner Discussion o Commissioner workplan for the remainder of 2022 - Cmmr. Shutty o Commissioner meeting format/schedule—Cmmr. Shutty o Letter of support for Sweetwater Creek Park—Cmmr. Shutty J:\DLZ\Briefmg Items\2022\2022-04-25.docx MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Diane Zoren DEPARTMENT: Central Services Mng. EXT: BRIEFING DATE: April 25, 2022 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Other— please explain ITEM: Review Facility/Parks Naming Policy EXECUTIVE SUMMARY: Recently a request was received to rename the Union Community Park. At the request of the Commissioners, staff drafted a Facility/Parks Naming Policy. BUDGET IMPACT: None to adopt policy PUBLIC OUTREACH: Would be adopted by resolution and added to the Mason County Code RECOMMENDED OR REQUESTED ACTION: Place the resolution adopting the Facility/Parks Naming Policy on the May 10 agenda. ATTACHMENTS: Review Facility/Parks Naming Policy Briefing Summary 4/18/2022 RESOLUTION NUMBER - A RESOLUTION AMENDING MASON COUNTY CODE CHAPTER 2 ADDING A FACILITY/PARKS NAMING POLICY WHEREAS, Mason County Commissioners have expressed a desire to recognize the significant contributions by or importance of certain individuals and organizations to Mason County by naming facilities and/or parks in their honor; and WHEREAS, it is appropriate to establish criteria and a procedure for facility and/or park naming; WHEREAS, the facility or park titles on any real property legal documents do not change, and NOW THEREFORE, BE IT HEREBY ORDAINED, that the Mason County Board of Commissioners, after due deliberation and in the best interest of the public, does hereby approve the Facility/Park Naming Policy as set forth in the attached Exhibit "A". BE IT FURTHER ORDAINED, that Mason County Code Chapter 2 be amended to include the Facility/Park Naming Policy. DATED this day of BOARD OF COUNTY COMMISSIONERS Kevin Shutty - Chair McKenzie Smith - Clerk of the Board Randy Neatherlin - Commissioner Tim Whitehead — Prosecuting Attorney Sharon Trask— Commissioner JAPolicies\Facility or Park naming policy- Draft.docx EXHIBIT A TO RESOLUTION NO. Chapter 2.xx.xx HONORARY FACILITY/PARK NAMING POLICY Sections: 2.xx Purpose 2.xx Eligibility Criteria 2.xx Procedure 2.xx Application/Cost 2.xx Requirements and Restrictions 2.xx Designation Duration 2.xx Signage Design and Location 2.xx.xxx Purpose. To establish a county policy for a Facility/Park Naming Policy allowing the opportunity to honor those that have made significant contributions to the community or the County. The honorary Facility/Park sign shall be denoted by signs that augment the legal Facility/Park name required for emergency service access. 2.xx .xxx Eligibility Criteria. Recognition with an honorary Facility/Park Naming shall be reserved for those individuals and organizations that have performed an exemplary act or achievement of lasting interest to their community, which reflects positively on Mason County as a whole, and: a) if an individual is a resident or a native of the County or is of particular importance to the County; or b) if an organization has been in operation for a minimum of 25 consecutive years and has its base of operations in the County or is of particular importance to the County. 2.xx.xxx Procedure. Honorary Facility/Park Naming signs shall be established by resolution. The request shall be submitted in writing and state the name of the individual or organization intended to be honored and the Facility/Park to receive the designation intended and a statement as to why the County should honor the individual or organization. 2.xx.xxx Request/Cost. Requests will be reviewed by the Mason County Administrator and recommendations brought forward to the Board of Commissioners. J:\Policies\Facility or Park naming policy-Draft.docx Actual cost of manufacturing, designing and installing any signage shall be paid by the County. 2.xx.xxx Requirements and Restrictions. 1) When a Facility/Park has received a designation, no other proposals for that Facility/Park shall be considered while it has that designation. 2) Proposals shall not be for names that could be considered derogatory, provocative, obscene or blasphemous. 4) The proposed designation may not duplicate an existing Mason County Facility/Park name. 2xx.xxx Designation. Honorary Facility/Park names shall not expire. 2.xx.xxx. Signage Design and Location. Honorary Facility/Park signs shall meet the standard sign criteria for size and shape and location determined by the Facilities/Parks Department. JAPolicies\Facility or Park naming policy-Draft.docx MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Todd Cannon DEPARTMENT: Information Technology EXT: 501 BRIEFING DATE: 04-25-2022 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other — please explain ITEM: Multifactor Authentication EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): The WCRP have imposed a requirement that all external authentication such as using a VPN or web mail will require the use of multifactor authentication. This requirement also extends to privileged users that have the ability to modify systems (I.T.) to utilize multifactor authentication for all logins to county system. Failure to meet these requirements will result in a drastic reduction in the counties cyber insurance. BUDGET IMPACT: $13k— 15k PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community meetings, etc.) None at this time RECOMMENDED OR REQUESTED ACTION: Approval to move forward with this project ATTACHMENTS: DRAFT— CDWG quote based on 450 employees and a sample price of hardware tokens Briefing Summary 4/20/2022 r ~ PEOPLE WHO GET IT DEAR TJ CANNON, Thank you for considering CDW•G LLC for your computing needs. The details of your quote are below. Click here to convert your quote to an order. r ACCOUNT MANAGER NOTES: Thanks! QUOTE# QUOTE DATE QUOTE REFERENCE CUSTOMER# GRAND TOTAL MSFV903 4/14/2022 DUO 4748016 $13,342.25 . s . ITEM QTY CDW# UNIT PRICE EXT.PRICE,, risco Duo Security Standard Multi-Factor Authentication 450 5859145 $26.75 $12,037.50 (MFA)-license- 1 Mfg. Part#: DUO-MFA Electronic distribution-NO MEDIA Contract: National IPA Technology Solutions(2018011-01) Cisco hardware token 10 5877067 $22.56 $225.60 Mfg. Part#: DUO-TOKEN Contract: National IPA Technology Solutions(2018011-01) PURCHASER BILLING INFO SUBTOTAL' $12,263.10 Billing Address: SHIPPING $0.00 MASON COUNTY PUBLIC WORKS ACCTS PAYABLE SALES TAX $1,079.15 411 N 5TH ST. SHELTON,WA 98584 GRAND TOTAL $13,342.25 Phone:(360)427-5501 Payment Terms: NET 30-VERBAL DELIVER TO Please remit payments to: Shipping Address: CDW Government MASON COUNTY PUBLIC WORKS 75 Remittance Drive TJ CANNON Suite 1515 411 N 5TH ST. Chicago,IL 60675-1515 SHELTON,WA 98584 Phone:(360)427-5501 Shipping Method: DROP SHIP-GROUND Need ■W-G LLC SALES CONTACT INFORMATION Danny Higgins 1 (877) 625-7671 1 dannhig@cdwg.com This quote Is subject to CDW's Terms and Conditions of Sales and Service Projects at httD0/1ww2t cdwa com/cont?.DlZterms-conditions/`t2rc)ctuct-sales.aspx For more information,contact a CDW account manager ©2022 CDW•G LLC 200 N.Milwaukee Avenue,Vernon Hills,IL 60061 1 800,808.4239 Page 1 of 1 MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Jennifer Beierle DEPARTMENT: Support Services EXT: 532 BRIEFING DATE: April 25, 2022 PREVIOUS BRIEFING DATES: N/A If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other— please explain ITEM: Draft Requests for Supplemental Appropriations and Amendments to the 2022 Budget- 11 Budget Hearing for 2022 EXECUTIVE SUMMARY: Requests for supplemental appropriations and amendments to the 2022 budget are attached. This request includes changes to beginning and ending fund balances to reflect actual beginning cash balances as of January 1, 2022 BUDGET IMPACT: Total increase to 2022 authorized expenditure appropriations: $6,111,968, breakdown: General Fund (001): $344,519 Community Support Services (117): $5,800,000 Mental Health Tax (164): $11,880 Information Technology (500): <$44,431> Changing the 2022 budgeted beginning funds balances to reflect actual cash will have a positive net change on most funds ending fund balances, but several funds will go into the negative with this change and will either need to reduce expenditures or add additional unanticipated revenue. The funds that will need to make a budget change include: County Road (105): <$2,089,475> (County Road has reserved fund balance lines that may be reduced) National Forest Safety (134): <$4,932> American Rescue Plan Act (155): <$1,043,121> Treasurer's 0&M (180): <$299> Skokomish Flood Zone (192): <$1,485> Mason Lake Management (194): <$1,023> Rustlewood Sewer & Water (411): <$52,246> PUBLIC OUTREACH: RCW 36.40.100 requires the Board to publish notice in the official county newspaper for two consecutive weeks prior to the budget hearing. RECOMMENDED OR REQUESTED ACTION: Request to set a public hearing for June 7, 2022 at 9:15 a.m. to consider and approve supplemental budget requests and budget transfers to the 2022 budget ATTACHMENTS: Proposed 2022 Budget Amendment #1 Detail & Detailed Budget Entries ATTACHMENT A TO RESOLUTION NO. 2022 BUDGET AMENDMENT#1 DETAIL 2022 2022 FUND REVENUE EXPENDITURE LINE NO. FUND NAME DEPARTMENT CHANGE CHANGE DESCRIPTION ALL CHANGE BUDGETED BEG FUND BALANCES TO 1 i FUNDS ALL FUNDS ACTUAL CASH BALANCE AMOUNTS AT 1/1/2022 DEPT OF AG GRANT EXTENSION &NEW INTERLOCAL AGREEMENT TO FUND EXTRA HELP 2 001 GENERAL FUND WSU 18,600 18,600 & MOTOR POOL PURCHASE OF VEHICLE#188 FROM ER&R FOR 3 001 GENERAL FUND WSU 3,922 WSU NOXIOUS WEED USE EQUIPMENT RENTAL 4 501 & REVOLVING 3,922 SALE OF VEHICLE#188 TO WSU EXTENSION CONTRACT AMENDMENT FOR UGA EIS& COMMUNITY UNEXPENDED 2021 AMT MOVED TO 2022 5 001 GENERAL FUND DEVELOPMENT_ 57,930 BUDGET COMMUNITY DOE SHORELINE DIGITAL USERS GUIDE GRANT& 6 001 GENERAL FUND DEVELOPMENT 50,000 50,000 INC TO PROFESSIONAL SERVICES PARKS PLAN CONTRACT$86,430& MOVING EMPLOYEE FROM REET 2 TO PARKS&TRAILS 7 001 GENERAL FUND PARKS&TRAILS 123,930 $37,500 REALLOCATE DEM/PARKS/IT MANAGER TO DEM DEM & PARKS& & PARKS ONLY, & LEAD PAY FOR DEM EMPLOYEE 8 001 GENERAL FUND TRAILS 57,778 & PARKS EMPLOYEE INFORMATION REALLOCATE DEM/PARKS/IT MANAGER TO DEM 9 1500 TECHNOLOGY (44,431) & PARKS ONLY ADD 1 FTE FOR THE NORTH PRECINCT$53,000,& AMMUNITION & LESS THAN LETHAL EQUIPMENT 10 001 GENERAL FUND (SHERIFF 109,859 PURCHASE$56,859 :AUDITOR, BOE, - - CLERK,WSU, CORONER, DCD, IT COMPUTER REPLACEMENT FOR COMPUTERS DISTRICT CT, & 2014 AND OLDER ADDED TO BOTH 2O21&2022 11 1001 GENERAL FUND FACILITIES (82,000) BUDGETS& REPLACED IN 2021 TRANSFER FROM MENTAL HEALTH TO PROSECUTOR& PROSECUTOR&PUBLIC HEALTH FOR NEW 12 001 GENERAL FUND !PUBLIC DEFENSE 11,880 4,500 THERAPEUTIC COURT TRANSFER FROM MENTAL HEALTH TO PROSECUTOR& PUBLIC HEALTH FOR NEW 13 164 MENTAL HEALTH TAX 11,880 THERAPEUTIC COURT COMMUNITY 14 117 SUPPORT SERVICES 5,800,000 5,800,000 NEW ERAP CONTRACT GENERAL FUND TOTAL 80,480 344,519 OTHER FUNDS TOTAL 5,803,922 5,767,449 ALL FUNDS GRAND TOTAL 5,884,402 6,111,968 Page 1 of 1 ATTACHMENT B TO RESOLUTION NO. 2022 BUDGET AMENDMENT#1 DETAILED BUDGET ENTRIES LINE FUND PROPOSED FROM BALANCE BUDGETED A ACCOUNT TYPE I/D REVENUE EXPENDITURE CHANGE FBTOTAL DESCRIPTION 1 001.000000.000.000.308.91.300000.0000.00. 1 1 194,824 9,105,772 BEG FUND UNASSIGNED 1 001.000000.320.000.508.91.500000.0000.00. 1 1 194,824 6,234,359 END FUND UNASSIGNED 1 103.000000.000.000.308.31.300000.0000.00. 1 1 353,351 1,194,107 BEG FUND RESTRICTED 1 103.000000.000.000.508.31.500000.0000.00. 1 1 353,351 1,399,692 END FUND RESTRICTED 1 104.000000.000.000.308.31.300000.0000.00. 1 1 30,989 430,989 BEG FUND RESTRICTED 1 104.000000.000.000.508.31.500000.0000.00. 1 1 30,989 463,165 END FUND RESTRICTED 1 105.000000.000.000.308.31.300000.0000.00. 1 D 2,962,239 1,277,919 BEG FUND RESTRICTED 1 105.000000.000.000.508.31.500000.0000.00. 1 D 2,962,239 (2,089,475) END FUND RESTRICTED 1 106.000000.000.000.308.31.300000.0000.00. 1 1 857 288,610 BEG FUND RESTRICTED 1 106.000000.000.000.508.31.500000.0000.00. 1 1 857 296,523 END FUND RESTRICTED 1 109.000000.000.000.308.31.300000.0000.00. 1 1 6,628 248,130 BEG FUND RESTRICTED 1 109.000000.000.000.508.31.500000.0000.00. 1 1 6,628 238,599 END FUND RESTRICTED 1 110.000000.000.000.308.31.300000.0000.00. 1 1 85,137 213,227 BEG FUND RESTRICTED 1 110.000000.000.000.508.31.500000.0000.00. 1 1 85,137 155,711 END FUND RESTRICTED 1 114.000000.000.000.308.31.300000.0000.00. 1 D 334 13,983 BEG FUND RESTRICTED 1 114.000000.000.000.508.31.500000.0000.00. 1 D 334 14,031 END FUND RESTRICTED 1 117.000000.000.200.308.31.300000.0000.00. 1 1 163,915 578,915 BEG FUND RESTRICTED 1 117.000000.000.200.508.31.500000.0000.00. 1 1 163,915 681,257 END FUND RESTRICTED 1 118.000000.000.000.308.31.300000.0000.00. 1 1 45,436 277,694 BEG FUND RESTRICTED 1 118.000000.000.000.508.31.500000.0000.00. 1 1 45,436 231,318 END FUND RESTRICTED 1 120.000000.000.000.308.31.300000'0000.00. 1 1 14,229 89,218 BEG FUND RESTRICTED 1 120.000000.000.000.508.31.500000.0000.00. 1 1 14,229 14,229 END FUND RESTRICTED 1 134.000000.000.000.308.31.300000.0000.00. 1 D 4,932 5,068 BEG FUND RESTRICTED 1 134.000000.000.000.508.31.500000.0000.00. 1 D 4,932 (4,932) END FUND RESTRICTED 1 135.000000.000.000.308.31.300000.0000.00. 1 D 1,569 92,323 BEG FUND RESTRICTED 1 135.000000.000.000.508.31.500000.0000.00. 1 D 1,569 60,762 END FUND RESTRICTED 1 141.000000.000.000.308.31.300000.0000.00. 1 1 36,201 155,723 BEG FUND RESTRICTED 1 141.000000.000.000.508.31.500000.0000.00. 1 1 36,201 151,990 END FUND RESTRICTED 1 142.000000.000.000.308.31.300000.0000.00. 1 1 7,598 97,843 BEG FUND RESTRICTED 1 142.000000.000.000.508.31.500000.0000.00. 1 1 7,598 96,174 END FUND RESTRICTED 1 150.000000.000.000.308.31.300000.0000.00. 1 1 918,322 1,352,527 BEG FUND RESTRICTED 1 150.000000.000.000.508.31.500000.0000.00. 1 1 918,322 918,322 END FUND RESTRICTED 1 155.000000.000.000.308.31.300000.0000.00. 1 D 1,043,121 5,056,879 BEG FUND RESTRICTED 1 155.000000.000.000.508.31.500000.0000.00. 1 D 1,043,121 (1,043,121) END FUND RESTRICTED 1 160.000000.000.000.308.31.300000.0000.00. 1 D 792 49,208 BEG FUND RESTRICTED 1 160.000000.000.000.508.31.500000.0000.00. 1 D 792 37,801 END FUND RESTRICTED 1 163.000000.000.000.308.31.300000.0000.00. 1 1 400,108 1,100,108 BEG FUND RESTRICTED 1 163.000000.000.000.508.31.500000.0000.00. 1 1 400,108 827,708 END FUND RESTRICTED 1 164.000000.100.000.308.31.300000.0000.00. 1 1 60,995 1,488,244 BEG FUND RESTRICTED 1 164.000000.100.000.508.31.500000.0000.00. 1 1 60,995 1,310,435 END FUND RESTRICTED 1 180.000000.000.000.308.31.300000.0000.00. 1 D 35,313 56,673 BEG FUND RESTRICTED 1 180.000000.000.000.508.31.500000.0000.00. 1 D 35,313 (299) END FUND RESTRICTED 1 190.000000.000.000.308.31.300000.0000.00. 1 1 60,786 160,786 BEG FUND RESTRICTED 1 190.000000.000.000.508.31.500000.0000.00. 1 1 60,786 60,786 END FUND RESTRICTED 1 192.000000.000.000.308.31.300000.0000.00. 1 D 78,792 15,370 BEG FUND RESTRICTED 1 192.000000.000.000.508.31.500000.0000.00. 1 D 78,792 (1,485) END FUND RESTRICTED 1 194.000000.000.000.308.41.300000.0000.00. 1 D 1,023 68,977 BEG FUND COMMITTED 1_ 194.000000.000.000.508.41.500000.0000.00. 1 D 1,023 (1,023) END FUND COMMITTED 1 195.000000.000.000.308.41.300000.0000.00. 1 1 397 7,189 BEG FUND COMMITTED 1 195.000000.000.000.508.41.500000.0000.00. 1 1 397 397 END FUND COMMITTED 1 199.000000.001.000.308.41.300000.0000.00. 1 1 91108 29,108 BEG FUND COMMITTED 1 199.000000.000.000.508.41.500000.0000.00. 1 1 9,108 9,108 END FUND COMMITTED 1 350.000000.000.000.308.31.300000.0000.00. 1 1 1,110,195 2,010,195 BEG FUND RESTRICTED 1 350.000000.000.000.508.31.500000.0000.00. 1 1 1,110,195 1,470,217 END FUND RESTRICTED 1 351.000000.000.000.308.31.300000.0000.00. 1 1 1,430,432 3,030,432 BEG FUND RESTRICTED 1 351.000000.000.000.508.31.500000.0000.00. 1 1 1,430,432 2,493,601 END FUND RESTRICTED 1 402.000000.000.000.308.41.300000.0000.00. 1 1 1,083,469 2,074,206 BEG FUND COMMITTED 1 402.000000.000.000.508.41.500000.0000.00. 1 1 1,083,469 1,754,187 END FUND COMMITTED 1 403.000000.100.020.308.41.300000.0000.00. 1 1 372,367 1,777,042 BEG FUND COMMITTED 1 403.000000.100.020.508.41.500000.0000.00. 1 1 372,367 2,064,936 END FUND COMMITTED 1 411.000000.000.000.308.41.300000.0000.00. 1 D 59,246 133,014 BEG FUND COMMITTED 1 411.000000.000.000.508.41.500000.0000.00. 1 D 59,246 (52,246) END FUND COMMITTED 1 412.000000.000.000.308.41.300000.0000.00. 1 1 16,066 604,335 BEG FUND COMMITTED 1 412.000000.000.000.508.41.500000.0000.00. 1 1 16,066 608,105 END FUND COMMITTED 1 413.000000.000.000.308.41.300000.0000.00. 1 1 582,0281 1,194,294 1 BEG FUND COMMITTED 1 413.000000.000.000.508.41.500000.0000.00. 1 1 582,028 1 4,796,9611 END FUND COMMITTED Page 1 of 3 ATTACHMENT BTO RESOLUTION NO. 2022 BUDGET AMENDMENT#1 DETAILED BUDGET ENTRIES LINE FUND PROPOSED FROM BALANCE BUDGETED A ACCOUNT TYPE I/D REVENUE EXPENDITURE CHANGE FBTOTAL DESCRIPTION 1 428.000000.000.000.308.41.300000.0000.00. 1 D 480 443,520 BEG FUND COMMITTED 1 428.000000.000.000.508.41.500000.0000.00. 1 D 480 142,623 END FUND COMMITTED 1 429.000000.000.000.308.41.300000.0000.00. 1 1 6,962 215,405 BEG FUND COMMITTED 1 429.000000.000.000.508.41.500000.0000.00. 1 1 6,962 221,697 END FUND COMMITTED 1 480.000000.000.000.308.41.300000.0000.00. 1 1 78 17,882 BEG FUND COMMITTED 1 480.000000.000.000.508.41.500000.0000.00. 1 1 78 178,749 END FUND COMMITTED 1 500.000000.000.000.308.41.300000.0000.00. 1 D 2,288 217,712 BEG FUND COMMITTED 1 500.000000.000.000.508.41.500000.0000.00. 1 D 2,288 109,027 END FUND COMMITTED 1 501.000000.000.000.308.41.300000.0000.00. 1 1 1,713,530 4,104,167 BEG FUND COMMITTED 1 501.000000.000.000.508.41.500000.0000.00. 1 1 1,713,530 2,952,554 END FUND COMMITTED 1 502.000000.000.000.308.41.300000.0000.00. 1 1 35,228 196,228 BEG FUND COMMITTED 1 502.000000.000.000.508.41.500000.0000.00. 1 1 35,228 35,228 END FUND COMMITTED 2 001.000000.010.003.334.02.310337.0000.00. 2 1 1,200 GIANT HOGWEED-DEPT AG GRANT 2 001.000000.010.003.334.02.310177.0000.00. 2 1 3,400 PERENNIAL PEPPERWEED GRANT 2 001.000000.010.003.345.16.300001.0000.00. 2 1 14,000 PROF CONTRACT-10,000 YEARS 2 001.000000.010.003.553.60.510600.0000.00. 2 1 17,100 EXTRA HELP/SEASONAL 2 001.000000.010.003.553.60.548777.0000.00. 2 1 1,500 MOTOR POOL MAINT-MONTHLY 3 001.000000.010.003.594.53.564000.0000.00. 1 1 3,921 CAPITAL VEHICLE EQUIP 3 001.000000.320.000.508.91.500000.0000.00. 1 D 3,922 6,230,437 END FUND UNASSIGNED 4 501.000000.000.000.369.10.300000.0000.00. 2 1 3,922 SALE OF SCRAP AND JUNK 4 501.000000.000.000.508.41.500000.0000.00. 2 1 3,922 END FUND COMMITTED 5 001.000000.125.146.558.60.541021.0000.00. 1 1 57,930 BELFAIR UGA EIS 5 001.000000.320.000.508.91.500000.0000.00. 1 D 57,930 6,172,507 END FUND UNASSIGNED 6 001.000000.125.146.334.03.310000.0000.00. 2 1 50,000 GRANT REVENUE 6 001.000000.125.146.558.50.541020.0000.00. 2 1 50,000 PROFESSIONAL SERVICES 7 001.000000.146.000.576.80.510600.0000.00. 1 1 37,500 PROFESSIONAL SERVICES 7 001.000000.146.000.576.80.541010.0000.00. 1 1 86,430 PROFESSIONAL SERVICES 7 001.000000.320.000.508.91.500000.0000.00. 1 D 123,930 6,048,577 END FUND UNASSIGNED 8 001.000000.050.000.525.10.510010.0000.00. 1 1 22,999 DEM MANAGER 8 001.000000.050.000.525.10.510020.0000.00. 1 1 2,280 ADMINISTRATIVE COORDINATOR 8 001.000000.146.000.576.80.510010.0000.00. 1 1 8,154 MAINTENANCE 8 001.000000.146.000.576.80.510780.0000.00. 1 1 24,345 PARKS&TRAILS MANAGER 8 001.000000.320.000.508.91.500000.0000.00. 1 D 57,778 5,990,799 END FUND UNASSIGNED 9 500.000000.000.000.518.80.510780.0000.00. 1 D 44,431 INFORMATION SERV MANAGER 9 500.000000.000.000.508.41.500000.0000.00. 1 1 44,481 155,796 END FUND COMMITTED 10 001.000000.205.265.521.10.510050.0000.00. 1 1 53,000 SUPPORT SPECIALIST 10 001.000000.205.267.521.22.535010.0000.00. 1 1 18,738 TACTICAL EQUIPMENT 10 001.000000.205.267.521.22.531030.0000.00. 1 1 31,062 AMMUNITIONS 10 001.000000.205.265.521.10.535010.0000.00. 1 1 7,059 SMALL TOOLS&MINOR EQUIPMENT 10 001.000000.320.000.508.91.500000.0000.00. 1 D 109,859 5,880,940 END FUND UNASSIGNED it 001.000000.010.000.571.21.535098.0000.00. 1 D 10,000 IT TRACKABLE EQUIPMENT 11 001.000000.030.031.514.23.535098.0000.00. 1 D 2,000 IT TRACKABLE EQUIPMENT 11 001.000000.030.033.514.81.535098.0000.00. 1 D 4,000 IT TRACKABLE EQUIPMENT 11 001.000000.030.034.514.40.535098.0000.00. 1 D 8,000 IT TRACKABLE EQUIPMENT 11 001.000000.050.000.525.10.535098.0000.00. 1 D 2,000 IT TRACKABLE EQUIPMENT 11 001.000000.055.000.518.30.535098.0000.00. 1 D 8,000 IT TRACKABLE EQUIPMENT 11 001.000000.057.200.514.24.535098.0000.W. 1 D 8,000 IT TRACKABLE EQUIPMENT it 001.000000.070.000.512.30.535098.0000.00. 1 D 14,000 IT TRACKABLE EQUIPMENT 11 001.000000.100.000.512.40.535098.0000.00. 1 D 14,000 IT TRACKABLE EQUIPMENT 11 001.000000.100.173.523.33.535098.0000.00. 1 D 4,000 IT TRACKABLE EQUIPMENT 11 001.000000.125.000.559.30.535098.0000.00. 1 D 4,000 IT TRACKABLE EQUIPMENT 11 001.000000.190.000.563.10.535098.0000.00. 1 D 4,000 IT TRACKABLE EQUIPMENT 11 001.000000.320.000.508.91.500000.0000.00. 1 1 82,000 5,962,940 END FUND UNASSIGNED 12 001.000000.180.164.397.00.300164.0000.00. 2 1 7,380 TRANSFER IN MENTAL HEALTH 12 001.000000.240.000.397.00.300164.0000.00. 2 1 4,500 TRANSFER IN MENTAL HEALTH 12 001.000000.240.000.515.93.541010.0000.00. 1 1 4,500 ADULT MISDEMEANOR CONTRACT 12 001.000000.320.000.508.91.500000.0000.00. 1 1 7,380 5,970,320 END FUND UNASSIGNED Page 2 of 3 ATTACHMENT B TO RESOLUTION NO. 2022 BUDGET AMENDMENT#1 DETAILED BUDGET ENTRIES LINE FUND PROPOSED FROM BALANCE BUDGETED A ACCOUNT TYPE VID REVENUE EXPENDITURE CHANGE FB TOTAL DESCRIPTION 13 164.000000.100.000.597.00.500180.0000.00. 2 1 7,380 TRANFER OUT:PROS MENTAL HEALTH 13 164.000000.100.000.597.00.500240.0000.00. 2 1 4,500 TRANSFER OUT:OPD 13 164.000000.100.000.508.31.500000.0000.00. 1 D 11,880 1,298,555 END FUND RESTRICTED 14 117.000000.000.200.333.21.302702.0000.00. 2 1 5,800,000 ERAP 2.0 GRANT 14 117.000000.000.200.565.40.541000.0000.00. 2 1 5,800,000 PROFESSIONAL SERVICES General Fund Total: 80,480 344,519 (69,215) Other Funds Total: 5,803,922 5,767,449 4,390,806 All Funds Grand Total• "" 5,884,402 6,111,968 4,321,591 Page 3 of 3 MASON COUNTY BRIEFING ITEM SUMMARY FORM To: Board of Mason County Commissioners From: Mark Neary Department: County Administrator Ext: 530 Briefing Date: 4/26/2022 Previous Briefing Dates: If this is a follow-up briefing, please provide only new information Internal Review (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Information Technology ❑ Other — please explain Item: Incentive Pay Options for CPA's and PE's Executive Summary: (If applicable, please include available options and potential solutions) How do we recognize and encourage our staff to continually learn and attain additional skills/certifications/licenses that not only benefit themselves, but provide the county with a robust highly trained workforce? We can identify specific skills that are necessary for the county to have in place in order to fulfill our roles in public service. Having incentives that provide our staff with a career path and recognition for these valuable skills not only benefits the individual but also allows the county to develop a 'bench" of resources that we can retain and plan for normal attrition of our workforce. Incentives may also assist the county in attracting potential employees that value an organization that recognizes and incentivizes continuing education and growth of our staff. A highly trained workforce will improve the quality of our work products. I believe there are opportunities for the board to create incentive options in the majority of our offices and departments within the county. At the direction of the Board I am focusing on some low hanging fruit to explore this concept with professional licenses associated with Professional Engineers and Certified Public Accountants. The scope of positions potentially impacted by these incentives is relatively small which will allow us to explore this option. Additional work is needed to expand this program to other areas of our workforce. Budget Impact: There will be a budget impact — but the amount of the impact is indeterminate at this time. Recommended/Requested Action: Board discussion — guidance/agreement that you would like to continue to move forward with incentives for Professional Engineers and Certified Public Accountants. Attachments: CFO Salary Survey Engineering Series Compensation 2022 STATUATORY COMPS SALARY SURVEY JURISDICTION LOCAL TITLE Current Monthly Current Annual lmmntfw option LOW HIGH LOW HIGH $ 30,000.00 Chief Finance Officer CLALLAM Chief Financial Officer $ 11,238.28 $ 13,692.76 $ 134,859.36 $ 164,313.12 COWLITZ Finance Manager $ 8,328.00 $ 10,410.00 $ 99,936.00 $ 124,920.00 GRAYS HARBOR Budget Director $ 8,163.00 $ 10,047.00 $ 97,956.00 $ 120,564.00 ISLAND Does not have a comp position $ $ $ - $ - JEFFERSON Financial Manager $ 7,397.05 $ 9,651.48 $ 88,764.60 $ 115,817.76 LEWIS Chief Accountant $ 7,461.00 $ 10,030.00 $ 89,532.00 $ 120,360.00 THURSTON Senior Financial Analyst $ 6,545.00 $ 8,726.00 $ 78,540.00 $ 104,712.00 KITSAP Financial Manager $ 6,870.50 $ 9,707.84 $ 82,446.00 $ 116,494.08 SKAGIT Chief Accountant $ 7,122.00 $ 9,472.00 $ 85,464.00 $ 113,664.00 Low High MASON current range 39 Chief Finance Officer 7,052.66.. 8 585.27 $ 84,631.92 $ 103,023.24 S 94,631.92 S 113,023.24 Mason County Ranges below Includes)all Ueutenant/Chief Dist Court Rage 41 Administrator $ 7,404.18 $ 9,012.29 $ 88,850.16 $ 108,147.48 Range 42 Currently no classifications In range $ 7,591.97 $ 9,239.37 $ 91,103.64 $ 110,872.44 Chief Public Defender,Chief Criminal Range 43 1 Deputy,Chief Jail,Sup Crt Administrator 7,773.80 9,462.76 93 285.60 113 553.12 C:\Users\MSmith\AppData\Local\Microsoft\Windows\INetCache\Content.0utlook\VPRAFQHS\CFO Salary Survey D42022.xlsx 1 of 1 4/22/2022 Using 2021 Salary Ranges Assumptions: Incentive Engineer-In-Training test pa: 5000 Professional License Test 10000 GUILD Annual Low 1 2 3 4 5 6 7 Annual High Engineering/Construction Tech AA $ 55,638.72 $ 4,636.56 $ 4,752.47 $ 4,871.29 $ 4,993.07 $ 5,117.89 S 5,245.84 $ 5,376.99 $ 64,523.88 Associate Degree-not BSCE Engineering/Construction Tech Senior $ 66,136.92 $ 5,511.41 $ 5,649.20 $ 5,790.43 $ 5,935.19 $ 6,083.57 $ 6,235.65 $ 6,391.55 $ 76,698.60 Position NON-REP ENTRY 1 2 3 4 5 compensation should be Engineer) 26 BSCE $ 60,614.40 $ 5,051.20 $ 5,303.20 $ 5,568.24 $ 5,705.52 $ 5,849.86 $ 5,996.60 $ 71,959.20 similar #3vacancies-2filled Pass PE($10,000)Incentive $ 75,614.40 $ 86,959.20 Engineer In Training-BS and passed test or 4 years of relevant experience Engineer)) 28 BSCE EIT Pref $ 63,638.40 $ 5,303.20 $ 5,568.24 $ 5,846.32 $ 5,991.84 $ 6,143.32 $ 6,297.14 S 75,565.68 and passed test Pass PE($10,000)Incentive $ 78,638.40 $ 6,553.21 $ 6,818.25 $ 7,096.33 $ 7,241.85 $ 7,393.33 $ 7,547.15 $ 90,565.68 Need 4 years of EIT before you can Engineering/Construction Assist Mngr 30 BSCE EIT Pref $ 66,818.88 $ 5,568.24 $ 5,846.32 $ 6,138.58 $ 6,292.38 $ 6,447.40 $ 6,609.48 $ 79,313.76 sit forthe PE exam Pass PE($10,000)Incentive $ 81,818.88 $ 6,798.25 $ 7,076.33 $ 7,368.59 $ 7,522.39 $ 7,677.41 $ 7,839.49 $ 94,313.76 Engineer III 33 BSCE PE $ 71,859.60 $ 5,988.30 S 6,287.68 $ 6,602.40 $ 6,766.90 $ 6,936.08 $ 7,110.00 $ 85,320.00 #o in budget-need more Auto PE Incentive($10,000) $ 81,859.60 $ 6,921.64 $ 7,121.02 $ 7,435.74 $ 7,600.24 $ 7,769.42 $ 7,943.34 $ 95,320.00 Engineering/Construction Mngr 40 BSCE PE $ 85,263.36 $ 7,105.28 $ 7,461.40 $ 7,832.96 $ 8,029.42 S 8,230.56 $ 8,436.42 $ 101,237.04 Dave Auto PE Incentive($10,000) $ 95,263.36 $ 7,939.62 $ 9,294.74 $ 8,666.30 $ 9,862.76 $ 9,063.90 $ 9,269.76 $ 111,237.04 County Engineer 44 BSCE PE $ 93,981.36 $ 7,831.78 $ 8,224.60 $ 8,636.38 $ 8,851.72 $ 9,072.98 $ 9,300.16 $ 111,601.92 Auto PE incentive($10,000) $103,981.36 $ 8,665.12 $ 9,057.94 $ 9,469.72 $ 9,685.06 $ 9,906.32 $ 10,133.50 $ 121,601.92 GUILD 1 2 3 4 5 6 7 Party Chief Tech AA $ 55,638.72 $ 4,636.56 $ 4,752.47 $ 4,871.29 $ 4,993.07 $ 5,117.89 $ 5,245.84 S 5,376.99 $ 64,523.88 surveyortec Pass the PLS($10,000)incentive $ 65,638.72 $ 5,469.90 $ 5,585.81 $ 5,704.63 $ 5,826.41 $ 5,951.23 $ 6,079.18 $ 6,210.33 $ 74,523.89 Senior Party Chief Tech $ 66,136.92 $ 5,511.41 $ 5,649.20 $ 5,790.43 $ 5,935.19 $ 6,083.57 $ 6,235.65 $ 6,391.55 $ 76,698.60 Similar career path as engineer Pass the PLS($10,000)incentive s 76,136.92 s 6,344.75 s 6,482.54 s 6,623.77 s 6,768.53 s 6,gi6.gi S 7,o68.99 s 7,224.89 s 86,698.6o NON-REP ENTRY 1 2 3 4 5 Licensed-need experience and or education-pass exam work 4 years County Surveyor 38 $ 81,188.64 $ 6,765.72 $ 7,104.10 $ 7,459.06 $ 7,647.22 $ 7,835.30 $ 8,032.92 $ 96,395.04 then sit for professional license. Auto Incentive s 92,3.88.64 $7,599.o6 S 7,937.44 S 8,292.40 S 8,480.56 S 8,668.64 $ 8,866.26 s io6,395.04 April 26,2022 To Whom It May Concern: Please accept this letter of support for the Sweetwater Creek Waterwheel Park project that will provide increased educational and accessible recreational opportunities and amenities to the Belfair Urban Growth Area and will result in the removal of a significant fish passage barrier for salmon. The Port of Allyn, in partnership with the Hood Canal Salmon Enhancement Group has presented this outstanding opportunity for the County to collaborate with the Recreation and Conservation Office,Washington Department of Fish and Wildlife, North Mason School District and other local governments to bring much needed recreational opportunities to the Urban Growth Area.These community non-profits and municipal entities continue to explore the framework for j oint and long term maintenance and operations of the proposed park. The County commits to working toward addressing potential development code changes needed to establish recreational amenities in the project location and remove the existing barrier to salmon spawning grounds within and above the project area. The Board of Commissioners understands the important role parks play in creating a vibrant, urban community. With the exception of the .15 acre Bill Hunter Park,there is no public park space within the Belfair UGA boundary. We welcome the partnerships this project brings together to increase park access that complements the outdoor learning opportunities already available through the North Mason School District programs in partnership with the Hood Canal Salmon Enhancement Group. The Board of Mason County Commissioners support the applications for funding through the Recreation and Conservation Office and will work with project proponents to establish the framework and mutual collaboration necessary to bring the park forward. BOARD OF MASON COUNTY COMMISSIONERS MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Peter]ones DEPARTMENT: Indigent Defense EXT: 280 BRIEFING DATE: 4-25-2022 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal ❑ Other— please explain ITEM: 1. Approval of Thurston-Mason MBHO ILA for ITA court services. 2. Approval of OPD grant funding agreement. EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): 1. Approves the Interlocal Agreement for our office to continue providing services to the ITA court. 2. Approves the agreement for 2022 OPD funding from state OPD. BUDGET IMPACT: Already accounted for in 2022 budget PUBLIC OUTREACH:(Include any legal requirements, direct notice, website,community meetings, etc.) None RECOMMENDED OR REQUESTED ACTION: Approve attached contracts ATTACHMENTS: Proposed contracts Briefing Summary 4/20/2022 j� OLYMPIC it Business Associate Agreement HEALTH& RECOVERY - SERVICES ®Thurston Mason Behavioral Health Administrative Service Organization ❑Olympic Health and Recovery Services THIS BUSINESS ASSOCIATE AGREEMENT(the "Agreement") is effective this 1st day of January 2022 (the "Effective Date") between Thurston-Mason Behavioral Health Administrative Service Organization ("TMBH-ASO") and/or Olympic Health and Recovery Services ("OHRS") as identified above("Covered Entity"), and Mason County Public Defense ("Business Associate"). RECITALS WHEREAS, Covered Entity and Business Associate are parties entering into one or more agreements orcontracts, incorporated herein by reference (the "Underlying Agreement" and collectively "Agreements") pursuant to which Business Associate will perform the services as outlined in Agreements and such services involve the use and disclosure of Individually Identifiable Health Information that is subject to protection under HIPAA and the HIPAA Rules (all as hereinafter defined); and WHEREAS, Business Associate has created and maintains security safeguards for the protection fromunlawful disclosure of Protected Health Information (as hereinafter defined); and WHEREAS, Covered Entity and Business Associate are committed to complying with the Standards forPrivacy of Individually Identifiable Health Information set forth under the HIPAA and HITECH Act and any regulations promulgated thereunder the "HIPAA Privacy Rule"; WHEREAS, this BAA, in conjunction with the HIPAA Rules, sets forth the terms and conditions pursuantto which protected health information (in any format)that is created, received, maintained, or transmitted by,the Business Associate from or on behalf of the Company, will be handled between the Business Associate andthe Company and with third parties during the term of the Agreement(s) and after its termination. NOW,THEREFORE, for and in consideration of the recitals above and the mutual covenants and conditions herein contained, Covered Entity and Business Associate enter into the following Agreement toprovide a full statement of their respective responsibilities as more fully described below: ARTICLE 1 —DEFINITIONS Unless otherwise provided herein terms used shall have the same meaning as set forth in HIPAA and theHIPAA Rules. 1.1. Agreement means this Business Associate Agreement. 1.2. Business Associate as used in this Agreement means the Business Associate named in this Agreement and generally has the same meaning as the term "business associate" at 45 CFR § 160.103. Any reference to Business Associate in this Agreement includes Business Associate'semployees, agents, officers, subcontractors, volunteers, or directors. TMBH-ASO/OHRS Business Associate Agreement Page 1 of 11 Version 1.0 090121 1.3. CFR means and refers to the Code of Federal Regulations. 1.4. Covered Entity means TMBH-ASO and/or OHRS, as specified above, which are each a Covered Entity as defined at 45 CFR § 160.103, in its conductof covered functions by its health care components. 1.5. Designated Record Set means a group of records maintained by or for the Covered Entity that is: the medical records and billing records about Individuals maintained by or for a covered health care provider; the enrollment, payment, claims adjudication, and case or medical management record systems maintained by or for a health plan; or used, in whole or in part, by or for the Covered Entity to make decisions about Individuals. 1.6. Electronic Protected Health Information or"EPHI" means Protected Health Information that istransmitted by electronic media or maintained in electronic media. 1.7. HIPAA means the Health Insurance Portability and Accountability Act of 1996, Pub.L. No. 104-191,as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act,enacted as Title XIII of The American Recovery and Reinvestment Act of 2009, H.R. 1, Pub.L. 111-5(February 17, 2009), as amended or superseded, and any current and future regulations promulgated under HIPAA. 1.8. HIPAA Rules means the Privacy, Security, Enforcement, and Breach Notification Rules at 45 CFR Part160 and Part 164, in effect or as amended. 1.9. Individual means the person who is the subject of Protected Health Information and includes aperson who qualifies as a personal representative in accordance with 45 CFR § 164.502(g). 1.10. Material Alteration means any addition, deletion or change to the PHI of any subject other than theaddition of indexing, coding and other administrative identifiers for the purpose of facilitating the identification or processing of such information. 1.11. Privacy Rule means the Privacy Standards at 45 CFR Part 164, Subpart E, in effect or as amended. 1.12. Protected Health Information or"PHI" means individually identifiable health information created, received, maintained or transmitted by Business Associate on behalf of a health care component of the Covered Entity that relates to the provision of health care to an Individual; the past, present, or future physical or mental health or condition of an Individual; or the past, present, or future payment for provision of health care to an Individual. 45 CFR § 160.103. PHI includes demographic information that identifies the Individual or about which there is reasonable basis to believe can be used to identify the Individual. 45 CFR § 160.103. PHI is information transmitted or held in any form or medium and includes Electronic Protected Health Information. 45 CFR § 160.103. PHI does not include education records covered by the Family Educational Rights and Privacy Act, as amended, 20USCA 1232g (a)(4)(B)(iv) or employment records held by the Covered Entity in its role as employer. 1.13. Security Rule means the Security Standards at 45 CFR Part 164, Subparts A and C, in effect or asamended. 1.14. Subcontractor as used in this Agreement means a person to whom a business associate delegates a function, activity, or service, other than in the capacity of a member of the workforce of such business associate. 1.15. Underlying Agreement means one or more agreements or contracts, incorporated herein by reference pursuant to which Business Associate will perform the services as outlined in Agreementsand all accompanying documents. TMBH-ASO/OHRS Business Associate Agreement Page 2 of 11 Version 1.0 090121 ARTICLE 2 —SCOPE OF USE OF PHI 2.1. Services 2.1.1. Except as otherwise specified herein, the Business Associate may use PHI solely to perform its duties as set forth in the Underlying Agreement. Except as otherwise limitedin this Agreement, Business Associate may use and disclose PHI for the proper management and administration of the Business Associate, to carry out the legal responsibilities of the Business Associate and to provide any data aggregation services pursuant to the Underlying Agreement. 2.1.1.1. Business Associate may disclose PHI for the purposes pursuant to the Underlying Agreement only to its employees, subcontractors and agents, inaccordance with Section 2.3.1.5. as directed by the Covered Entity. 2.1.1.2. Except as otherwise limited in this Agreement, Business Associate may disclosePHI for the proper management and administration of the Business Associate, provided that such disclosures are required by law or Business Associate obtains reasonable assurances from the person to whom the PHI is disclosed that the PHI will remain confidential and used or further disclosed only as required by law or for the purpose for which the PHI was disclosed to the person, the person implements reasonable and appropriate security measuresto protect the PHI, and the person notifies the Business Associate of any instances of which it is aware where the confidentiality of the PHI has been breached. 2.2. Breach or Misuse of PHI Business Associate recognizes that any breach of confidentiality or misuse of information found in and/or obtained from records may result in the termination of the Underlying Agreement and this Agreement and/or legal action. Unauthorized disclosure of PHI may give rise to irreparable injury tothe Individual or to the owner of such information, and the Individual or owner of such informationmay seek legal remedies against Business Associate. 2.3. Responsibilities of Business Associate 2.3.1. With regard to its use and/or disclosure of PHI, the Business Associate hereby agrees todo the following: 2.3.1.1. Use or disclose PHI only to perform functions, activities, or services for, or on behalf of, Covered Entity, as expressly permitted or required by this Agreement or the Underlying Agreement or as otherwise required by applicable law. Further, BusinessAssociate agrees that it will not use or disclose PHI in any manner that violates federal law, including but not limited to HIPAA and any regulations enacted pursuant to its provisions, or applicable provisions of Washington State law.The Business Associate agrees that it is subject to and directly responsible for full compliance with the Privacy Rule that applies to the Business Associate to the same extent as the Covered Entity. 2.3.1.2. Use commercially reasonable efforts to maintain the security of the PHI and toprevent unauthorized use and/or disclosure of such PHI, including, but not limited to the following: TMBH-ASO/OHRS Business Associate Agreement Page 3 of 11 Version 1.0 090121 2.3.1.3. Any physical files on location at the agency must be kept in locked cabinets. Any PHI transported must be safeguarded against unauthorized access at all times. 2.3.1.4. In addition, the Business Associate agrees to implement and maintain administrative, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity, and availability of all Electronic Protected Health Information that it creates, receives, maintains, or transmits on behalf of the Covered Entity in accordance with 45 CFR Part 164, subpart C for as long as the PHI is within its possession and control, even after the termination or expiration of this Agreement. The Business Associate agrees that it is subject toand directly responsible for full compliance with the HIPAA Security Rule that applies to Business Associates, including sections 164.308, 164.310, 164.312, and 164.316 of title 45 CFR, to the same extent as the Covered Entity. Business Associate shall apply the HIPAA Minimum Necessary standard to any use or disclosure of PHI necessary to achieve the purposes of the Underlying Agreement. See 45 CFR 164.514(d)(2) through (d)(5). 2.3.1.5. Require all of its employees, representatives, subcontractors and agents thatcreate, receive, maintain, or transmit PHI or use or have access to PHI under the Underlying Agreement to agree in writing to adhere to the same restrictions and conditions on the use and/or disclosure of PHI that apply herein, including the obligation to return or destroy the PHI if feasible, as provided under Sections 5.4 and 5.5 of this Agreement. 2.3.1.6. Promptly report to the designated privacy officer of the Covered Entity, any useand/or disclosure of the PHI that is not permitted or required by this Agreement, or any Security Incident involving Covered Entity's PHI, by telephoning the privacy officer within twenty-four(24) hours of becoming aware of it and providing a written report of the unauthorized disclosure within five (5) business days. 2.3.1.7. The name and contact information for the Covered Entity's privacy officer is asfollows: Contact Officer: Chris Foster Telephone:360.763.5798 E-mail:chris.foster@tmbho.orp, Address: 612 Woodland Square Loop SE Ste 401 Lacey, WA 98503 2.3.1.8. Mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of PHI by Business Associate inviolation of the requirements of this Agreement or the law. 2.3.1.9. Within twenty-four (24) hours of the discovery of a breach as defined at 45 CFR § 164.402, notify the Covered Entity's privacy officer of any breach of TMBH-ASO/OHRS Business Associate Agreement Page 4 of 11 Version 1.0 090121 unsecured PHI and take actions as may be necessary to identify, mitigate and remediate the cause of the breach. A breach shall be treated as discovered by the Business Associate in accordance with the terms of 45 CFR § 164.410.The notification shall include the following information which shall be updated promptly and provided to the Covered Entity as requested by the Covered Entity: 2.3.1.9.1. The identification of each individual whose unsecured PHI has been, or is reasonably believed by the Business Associate to havebeen accessed, acquired, used, or disclosed during such breach; 2.3.1.9.2. A brief description of what happened, including the date of thebreach and the date of the discovery of the breach, if known; 2.3.1.9.3. A description of 2.3.1.9.4. the types of unsecured PHI that were involved in the breach (such as whether full name, social security number, dateof birth, home address, account number, diagnosis, disability code, or other types of information were involved); 2.3.1.9.5. Any steps individuals should take to protect themselves frompotential harm resulting from the breach; 2.3.1.9.6. A brief description of what the Business Associate is doing toinvestigate the breach, to mitigate harm to individuals, and toprotect against any further breaches; 2.3.1.9.7. Contact procedures of the Business Associate for individuals to ask questions or learn additional information, which shall include atoll-free telephone number, an e-mail address, web site, or postal address; and 2.3.1.9.8. Any other information required to be provided to the individual by the Covered Entity pursuant to 45 CFR § 164.404, as amended. 2.3.2. To the extent the Covered Entity deems warranted, the Covered Entity may provide notice or may, in its sole discretion, require Business Associate to provide notice at Business Associate's expense to any or all individuals whose unsecured PHI has been or is reasonably believedby the Business Associate to have been, accessed, acquired, used, or disclosed as a result of such breach. In such case, the Business Associate shall consult with the Covered Entityregarding appropriate steps required to notify third parties.The Business Associate shall reimburse the Covered Entity, without limitation, for all costs of investigation, dispute resolution, notification of individuals, the media, and the government, and expenses incurred in responding to any audits or other investigation relating to or arising out of a breach of unsecured PHI by the Business Associate. 2.4. Covered Entity Obligations 2.4.1. With regard to the use and/or disclosure of PHI by the Business Associate, the CovereclEntity hereby agrees to: TMBH-ASO/OHRS Business Associate Agreement Page 5 of 11 Version 1.0 090121 2.4.1.1. Upon request, provide the Business Associate with a copy of the notice of privacy practices that theCovered Entity provides to Individuals pursuant to 45 CFR § 164.520, and inform the Business Associate of any changes in the form of the notice that materially affects the Business Associate's uses and disclosures of PHI under this Agreement; 2.4.1.2. Inform the Business Associate of any changes in, or withdrawal of, the authorization provided to the Covered Entity by Individuals that materially affects Business Associate's ability to use and/or disclose PHI under this Agreement; and 2.4.1.3. Notify the Business Associate, in writing and in a timely manner, of any restrictions on the use and/or disclosure of PHI agreed to by the Covered Entityin accordance with 45 CFR § 164.522, to the extent that such restriction materially affects Business Associate's use or disclosure of PHI under this Agreement. ARTICLE 3 —AMENDMENT OF PHI 3.1. Amendments by Business Associate Should Business Associate make any Material Alteration to PHI, Business Associate shall provide Covered Entity with notice of each Material Alteration to any PHI and shall promptly cooperate withCovered Entity in responding to any request made by any subject of such information to Covered Entity to inspect and/or copy such information. Business Associate shall not deny Covered Entity access to any such information if, in Covered Entity's sole discretion, such information must be made available to the subject seeking access to it. To the extent that Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR § 164.526 within ten (10) days of the request of Covered Entity or an Individual, and in the time and manner designated by Covered Entity. ARTICLE 4 —AVAILABILITY,ACCOUNTING OF DISCLOSURES,AUDITS AND INSPECTIONS 4.1. Availability of PHI To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate agrees to make PHI available to Covered Entity or, as directed by Covered Entity, to an Individual,within ten (10) days of the request of the Covered Entity and in the manner designated by Covered Entity in accordance with 45 CFR § 164.524. 4.2. Accounting of Disclosures Business Associate agrees to make available the information required for Covered Entity to provide an accounting of disclosures in accordance with 45 CFR § 164.528. Business Associate will provide such accounting ofdisclosures to Covered Entity as soon as possible, but no more than ten (10) days from request by Covered Entity. Each accounting shall provide (i) the date of each disclosure; (ii)the name and address of the organization or person who received the PHI; (iii) a brief description of the PHI disclosed; and (iv) the purpose for which the PHI was disclosed, including the basis for such disclosure, or a copy of a written request for disclosure under §§ 164.502(a)(2)(ii) or 164.512. Business Associate shall maintain a process to provide the accounting of disclosures for as long asBusiness Associate maintains PHI received from or on behalf of Covered Entity. TMBH-ASO/OHRS Business Associate Agreement Page 6 of 11 Version 1.0 090121 4.3. Access to Department of Health and Human Services Business Associate shall make its facilities, internal practices, books, records, documents, electronicdata and all other business information relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of Covered Entity available to the Secretary of the Department of Health and Human Services, governmental officers and agencies for purposes of determining Covered Entity's compliance with HIPAA. Business Associate shall promptly, and in no event later than five (5) business days after a request by the Secretary, notify Covered Entity in writing of any request made by the Secretary and provide Covered Entity with copies of any documents produced in response to such request.. 4.4. Access to Covered Entity Upon written request, Business Associate agrees to make its facilities, internal practices, books, records, documents, electronic data and all other business information available to Covered Entitywithin five (5) business days during normal business hours so that Covered Entity can monitor compliance with this Agreement. ARTICLES —TERM AND TERMINATION 5.1. Term This Agreement is valid as of the Effective Date and remains effective for the entire term of theUnderlying Agreement, or until terminated as set forth herein. 5.2. Termination This Agreement may be terminated by Covered Entity for convenience upon the same number of days prior written notice to the Business Associate as set out in the Underlying Agreement, otherwise upon thirty(30) days prior written notice. The notice will specify the date of termination. 5.3. Termination for Cause Covered Entity may immediately terminate this Agreement and the Underlying Agreement without penalty if Covered Entity, in its sole discretion, determines that Business Associate has: (a) improperly used or disclosed PHI in breach of this Agreement; or (b) violated a material provision of this Agreement. Alternatively, the Covered Entity may choose to provide the Business Associate with written notice of the existence of an alleged material breach and a period of fifteen (15) days inwhich to cure the alleged material breach upon mutually agreeable terms. Failure to cure in the manner set forth in this paragraph is grounds for the immediate termination of this Agreement and the Underlying Agreement. 5.4. Alternative to Termination If termination is not feasible, the Covered Entity shall report the breach to the Secretary of theDepartment of Health and Human Services. 5.5. Return/Destruction of PHI Business Associate agrees that, upon termination of the Underlying Agreement, for whatever reason, it will return or destroy, in Covered Entity's sole discretion, all PHI, if feasible, received from, or created or received by it on behalf of Covered Entity which Business Associate maintains in any form, and retain no copies of such information. This provision shall apply to PHI that is in the possession of subcontractors or agents of Business Associate. An authorized representative of Business Associate shall certify in writing to Covered Entity, TMBH-ASO/OHRS Business Associate Agreement Page 7 of 11 Version 1.0 090121 within five (5) days from the date of termination or other expiration of the Underlying Agreement, that all PHI has been returned or disposed of as provided above and that Business Associate no longer retains any such PHI in any form. 5.6. No Feasible Return/Destruction of PHI If Business Associate determines that the return or destruction of PHI is not feasible, Business Associate shall notify Covered Entity of the conditions that make return or destruction infeasible. To the extent that Covered Entity agrees that the return or destruction ofPHI is not feasible, Business Associate shall extend the protections of this Agreement to the PHI retained and limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. Business Associate shall remain bound by the provisions of this Agreement notwithstanding termination of the Underlying Agreement, until such time as all PHI has been returned or otherwise destroyed as provided in this section. ARTICLE 6 —INDEMNIFICATION/INSURANCE 6.1. Defense and Indemnification Business Associate shall defend, indemnify and hold Covered Entity harmless from and against all claims, liabilities,judgments, fines, assessments, penalties, awards or other expenses, of any kind ornature whatsoever, including, without limitation attorney's fees, expert witness fees, and costs of investigation, litigation, or dispute resolution, relating to or arising out of any use or disclosure of PHI in a manner not permitted by HIPAA or breach of this Agreement by Business Associate, its employees, officers, agents, or subcontractors. 6.2. Disclaimer Covered Entity makes no warranty or representation that compliance by Business Associate with the Agreement or HIPAA or the HIPAA Rules will be adequate or satisfactory for Business Associate'sown purposes or that any information in the possession of Business Associate or Business Associate's control, or transmitted or received by Business Associate, is or will be secure from unauthorized use or disclosure; nor shall Covered Entity be liable to Business Associate for any claim, loss or damage relating to the unauthorized use or disclosure of any information received by Business Associate from Covered Entity or from any other source. Business Associate is solely responsible for all decisions made by Business Associate regarding the safeguarding of PHI. 6.3. Insurance Business Associate shall obtain and maintain cyber liability insurance coverage against improper uses and disclosures of PHI by Business Associate naming Covered Entity as an additional named insured. Promptly following a request by Covered Entity for the maintenance of such insurance coverage, Business Associate shall provide a certificate evidencing such insurance coverage. ARTICLE 7 —COMPLIANCE WITH 42 CFR PART 2 REQUIREMENTS In the event that Business Associate is also considered to be a Qualified Service Organization ("QSO") under the federal regulations governing the Confidentiality of Substance Use Disorder Patient Records found at 42 C.F.R. Part 2 ("Part 2"), with access to PHI that is protected by Part 2, Business Associate agrees to the following: a) In receiving, storing, processing, or otherwise dealing with any PHI protected by Part 2 from Covered Entity, Business Associate is fully bound by the provisions of TMBH-ASO/OHRS Business Associate Agreement Page 8 of 11 Version 1.0 090121 Part 2; and b) If necessary, Business Associate will resist in judicial proceedings any efforts to obtain access to such PHI covered by Part 2 unless such access is expressly permitted under Part 2. ARTICLE 8 — MISCELLANEOUS 8.1. Construction This Agreement shall be construed as broadly as necessary to implement and comply with HIPAAand the HIPAA Rules. The parties agree that any ambiguity in this Agreement shall be resolved infavor of a meaning that complies and is consistent with the HIPAA Rules. 8.2. Notice All notices and other communications required or permitted pursuant to this Agreement shall be inwriting, addressed to the party at the address set forth in the Underlying Agreement, or to such other address as either party may designate from time to time. All notices and other communications shall be mailed by registered or certified mail, return receipt requested, postage prepaid, or transmitted by hand delivery or telegram. All notices shall be effective as of the date ofdelivery of personal notice or on the date of receipt, whichever is applicable. 8.3. Modification of Agreement The parties agree to take such action as is necessary to modify this Agreement to ensure consistencywith amendments to and changes in the applicable federal and state laws and regulations, including, but not limited to, HIPAA and the HIPAA Rules.This Agreement shall not be waived or altered, in whole or in part, except in writing signed by the parties. 8.4. Invalid Terms In the event that any provision of the terms and conditions are held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the provisions of this Agreement willremain in full force and effect. 8.5. Transferability Covered Entity has entered into this Agreement in specific reliance on the expertise and qualifications of Business Associate. Consequently, Business Associate's interest under this Agreement may not be transferred or assigned or assumed by any other person, in whole or part,without the prior written consent of Covered Entity. 8.6. Governing Law and Venue This Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington in accordance with HIPAA and the HIPAA Rules without giving effect to the conflict oflaws provisions.Thurston County, Washington, shall be the sole and exclusive venue for any litigation, special proceeding or other proceeding as between the parties that may be brought under, or arise out of, this Agreement. 8.7. No Third-Party Beneficiaries Nothing express or implied in this Agreement is intended to confer, nor anything herein shall confer,upon any person other than the parties hereto any rights, remedies, obligations or liabilities whatsoever. TMBH-ASO/OHRS Business Associate Agreement Page 9 of 11 Version 1.0 090121 8.8. Binding Effect This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and theirrespective permitted successors and assigns. 8.9. Execution This Agreement may be executed in multiple counterparts, each of which shall constitute anoriginal, all of which shall constitute but one agreement. 8.10. Gender and Number The use of the masculine, feminine or neuter genders, and the use of the singular and plural, shall not be given an effect of any exclusion or limitation herein.The use of the word "person" or "party"shall mean and include any individual, trust, corporation, partnership or other entity. 8.11. Priority of Agreements If any portion of the Agreement is inconsistent with the terms of the Underlying Agreement, theterms of this Agreement shall prevail. Except as set forth above, the remaining provisions of theUnderlying Agreement are ratified in their entirety. 8.12. Survival The obligations of Business Associate shall survive the termination of this Agreement and theUnderlying Agreement. 8.13. Recitals The preamble to this Agreement is not a mere recital of facts but consists of binding agreed uponstatements that form the basis of this Agreement. [Signature Page Follows] TMBH-ASO/OHRS Business Associate Agreement Page 10 of 11 Version 1.0 090121 IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective the day and year firstabove written. FOR BUSINESS ASSOCIATE: FOR TMBH-ASO and/or OHRS: Name: Peter Jones Name: Mark Freedman Title: Director Title: TMBH-ASO Administrator Address: 410 N. 4th Street Address: 612 Woodland Square Loop SE Ste 401 City,ST,Zip: Shelton,WA 98584 City,ST,Zip: Lacey WA 98506 Email: Peterj@co.mason.wa.us Email: mark.freedman@tmbho.org Phone: 360-427.9670 Phone: 360.763.5828 Signature(Authorized Representative) Signature Date Date TMBH-ASO/OHRS Business Associate Agreement Page 11 of 11 Version 1.0 090121 THURSTON-MASON BEHAVIORAL HEALTH ADMINISTRATIVE SERVICE ORGANIZATION (TMBH-ASO) INTERLOCAL AGREEMENT (ILA) WITH Entity: Mason County Public Defense Contact: Peter Jones Title: Director Phone: 360-427-9670 Email: Peteri@co.mason.wa.us Mailing Address: 410 N.4tn St.,#B Shelton,WA 98584 ILA Number: 2022-MC-PD-01 Start Date: January 1, 2022 End Date: I December 31, 2022 Thurston-Mason BH-ASO Contacts: Tara Smith, Finance Director Phone: 360.763.5809 Email: tara.smith@tmbho.org Mark Freedman,ASO Administrator Phone: 360.763.5791 Email: mark.freedman@tmbho.org Mailing Address: 612 Woodland Square Loop SE Ste 401 Lacey WA 98503 TOTAL FUNDING FOR ILA PERIOD: 1 $50,000 INCORPORATION OF EXHIBITS AND ATTACHMENTS The Provider shall provide services and comply with the requirements set forth in the following attached exhibits,attachments,or any other materials which are incorporated herein by reference.To the extent that the terms and conditions of any Exhibit or Attachments conflicts with the terms and conditions of this base contract,the terms of this Contract shall control. ®Exhibit C: Business Associate Agreement(BAA) This ILA is entered into in counterpart or duplicate copies,and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes,between Thurston Mason Behavioral Health Administrative Service Organization, hereinafter"TMBH- ASO"and Mason County Public Defense Office hereinafter"Contractor." This ILA governs the work to be performed and supersedes and replaces any previously executed general terms and conditions, program contracts,or other agreements as of the start date below. Contractor Signature: Printed Name and Title: Date: Thurston-Mason BWASO Signature: Printed Name and Title: Date: I Mark Freedman, ASO Administrator Approved as to Form by, Fred A.Johnson,TMBH-ASO Legal Counsel,August 5,2019 2022_MC-PD-01_ILA Page 1 of 7 THIS AGREEMENT, is made and entered by and between Mason County Public Defense, hereinafter referred to as "MCPD" and the Thurston-Mason Behavioral Health Administrative Services Organization, a quasi-governmental entity formed pursuant to the Interlocal Cooperation Act, chapter 39.34 RCW, hereinafter referred to as "TMBH-ASO." 1. PURPOSE The purpose of this Agreement is to define and fund judicial services provided by the MCPD for those individuals involuntarily detained to Mason County due to their mental disorder per chapters 71.05 and 71.24 RCW. 2. DURATION OF AGREEMENT This Agreement shall become effective on date signed by both parties to this Agreement, and shall terminate on December 31, 2022, unless otherwise amended. 3. SERVICES Services to be provided are those defined in chapters 71.05 and 71.24 RCW. Location of Involuntary Treatment Court will be at the Mason County Evaluation and Treatment Facility in addition to those judicial services provided at the Mason County Courthouse. This location is: a. Mason County Evaluation and Treatment Facility 307 West Cota St, Shelton, WA 98584 The Court shall operate two to three days a week or as necessary to meet the statutory requirements. Days and hours shall be determined by TMBH-ASO, the Treatment Provider at the Court location and Superior Court. Additionally, at this site, the judges of the Mason County Superior Court by majority vote may authorize mental health commissioners, appointed pursuant to RCW 71.05.135, to perform any or all of the following duties: a. Receive all applications, petitions, and proceedings filed in the Superior Court for the purpose of disposing of them pursuant to this chapter; b. Investigate the facts upon which to base warrants, subpoenas, orders to directions in actions, or proceedings filed pursuant to this chapter; c. For the purpose of this chapter, exercise all powers and perform all the duties of a Court Commissioner appointed pursuant to RCW 2.24.010; d. Hold hearings in proceedings and make written reports of all proceedings under this chapter which shall become a part of the record of Superior Court; e. Provide such supervision in connection with the exercise of its jurisdiction as may be ordered by the presiding judge; and 2022_MC-PD-01_ILA Page 2 of 7 f. Cause the orders and findings to be entered in the same manner as orders and findings are entered in cases in the superior court. 4. FUNDING Funding for these court services shall be based on the cost of direct services as described in chapter 71.05 and 71.24 RCW provided by the MCPD and any additional staff support necessary to perform these services. Number of filings shall be documented and submitted with each invoice. Total amount shall not exceed $50,000 annually based on historical actual court costs. Thurston Mason BH-ASO reserves the right to withhold payment until such time that adequate back up documentation is provided to support the invoice. Funding level and capacity will be reviewed every six months to adjust for actual cost. Mason County Public Defense is authorized to provide information in order for TMBH-ASO to pay for Mason County for judicial services as provided for in RCW 71.05 and related audit functions or for seeking reimbursement for judicial services as provided for in RCW 71.05.73.0 from the BH-ASO that serves the county residence of the individual who is the subject of the Civil Commitment Case and related audit functions. Mason County Public Defense is authorized to provide if provided in the court file: 1. Name of Person 2. Date of Birth 3. Case Number 4. Date of Hearing 5. Type of Hearing 6. Facility 7. Judicial Officer 8. Clerk 9. Prosecuting Attorney 10. Defense Attorney 5. INVOICING FOR SERVICES RENDERED The MCPD will provide a quarterly invoice for services provided to TMBH-ASO, including a cover page itemizing MCPD Attorneys and Staff services rendered and copies of the monthly ITA Billing Forms and detailed time records from MCPD contract attorneys. The invoice is due by the 10th work-day of the month after the end of the preceding fiscal year quarter. Invoices shall be submitted to invoices(a)tmbho.org. 6. COMPLIANCE WITH LAWS Each Party shall comply with all applicable federal, state, and local laws, rules, and regulations and will maintain all necessary certifications, licenses, and accreditation that may be required to perform such Party's obligations under this Agreement. 7. CONFIDENTIALITY 2022_MC-PD-01_ILA Page 3 of 7 The Parties shall use Personal Health Information (PHI) only for the purpose of the services outlined in this Agreement. TMBH-ASO, MCPD, or any other service provider shall not disclose, transfer, or sell any such information to any other Party, except as provided by law, or in the case of PHI, without the written prior consent of the person to whom the PHI pertains. The Parties also agree not to use or disclose PHI other than as permitted or required by this Agreement, HIPAA, and the Health Information Technology for Economic and Clinical Health Act (HITECH). The Parties shall use and disclose PHI only if such use or disclosure, respectively, in compliance with each applicable requirement of 45 CFR Section 164.504(e) and RPC 1.6. The Parties shall maintain the confidentiality of all PHI and other information gained by reason of this Agreement and shall return or certify the destruction of such information if requested in writing by the Party to this Agreement that provided the information. TMBH-ASO and MCPD shall protect all PHI, records, and data from unauthorized disclosure in accordance with RCW 70.96A, WAC 388-877, and 42 CFR Part 2, Part 431, and Part 160 and 164 regarding HIPAA confidentiality requirements. 8. HOLD HARMLESS AND INDEMNIFICATION Each Party to this Agreement shall be responsible for its own wrongful and negligent acts or omissions, or those of its officers, officials, agents, or employees to the fullest extent required by law, and shall indemnify, defend, and hold the other Party harmless from and against all claims, suits, actions, liabilities, losses, expenses, damages, and judgments including costs and attorneys fees, for injury, illness, disability, or death to any person or persons or damage to property caused by, arising out of, or resulting from the performance of this Agreement by the Party, that Party's officers, officials, agents, and/or employees. In the case of negligence of more than one Party, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each Party, and each Party shall have the right to seek contribution from the other Party in proportion to the percentage of negligence attributable to the other Party. 9. INSURANCE Each Party shall, at its own cost and expense, obtain and maintain in force during the term of this Agreement professional and general liability insurance with limits of$1,000,000 per occurrence, $3,000,000 annual aggregate. Such insurance shall be provided by insurance company (ies) or self-insurance mutually acceptable to the parties. Each Party shall provide the other with a certificate of insurance (or copy of the insurance policy) verifying such coverage upon the other Party's request. 10. THIRD PARTY CLAIMS HOLDING A. The Party seeking indemnification hereunder shall promptly notify the other Party from whom indemnification is sought in writing of any claim asserted against it and promptly deliver a true copy of any summons or other process, pleading or notice issued in any lawsuit or claim. B. Where acceptance of its obligation to indemnify is deemed proper by the indemnifying Party, 2022_MC-PD-01_ILA Page 4 of 7 said Party reserves the right to control the investigation, trial and defense of such lawsuit or action (including all negotiations to effect settlement), any appeal arising from it and employ or engage attorneys of its own choice. C. The Party seeking indemnification may, at its sole cost, participate in such investigation, trial and defense of such lawsuit or action and any appeal arising from same. D. Each Party to this Agreement, its employees, agents, servants and representatives shall provide full cooperation to the other at all times during the pendency of the claim or lawsuit, including, without limitation, providing one another with all available information concerning the claim. 11. NONDISCRIMINATION TMBH-ASO, its assignees, delegates or subcontractors shall not discriminate against any person in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital status, veteran status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with RCW 49.60.400. 12. WITHDRAWAL Any party hereto shall have the right to withdraw from this Agreement at any time, PROVIDED that the remaining party to this Agreement shall have received written notification of the other party's intention to withdraw at least 120 days prior to the proposed effective date of such withdrawal; and PROVIDED FURTHER, that such notification is received at least 120 days prior to the expiration of the current fiscal year period. 13. PROHIBITION AGAINST ASSIGNMENT The obligations and duties under this Agreement shall not be assigned, delegated, or subcontracted to any other person, firm or entity without the prior express written consent of the TMBH-ASO. 14. CHOICE OF LAW, JURISDICTION AND VENUE A. This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington, both as to its interpretation and performance. B. Any action at law, suit in equity, or judicial proceeding arising out of this Agreement shall be instituted and maintained only in any of the courts of competent jurisdiction in Mason County. 2022_MC-PD-01_ILA Page 5 of 7 15. SEVERABILITY If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 16. COUNTERPARTS This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed original for all purposes. This Agreement shall be effective upon its execution by the two named Parties. 17. FILING OF AGREEMENT A copy of this Agreement shall be filed with the County Auditor of Mason County or, alternatively, listed by subject on a public agency's web site or other electronically retrievable public source, as required by RCW 39.34.040. 18. AMENDMENT All amendments to this Agreement shall be in writing and mutually agreed upon and signed by both Parties. 19. TERMINATION This Agreement may be terminated by either party by giving (120) one hundred days written notice of termination to the other Party. 20. ENTIRE AGREEMENT The parties agree that this Agreement is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Agreement are specifically excluded. 21. NOTICES Any notices shall be effective if personally served upon the other Party or if mailed by registered or certified mail, return receipt requested, to the addresses set out on the cover page. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to be given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. 2022_MC-PD-01_ILA Page 6 of 7 IN WITNESS WHEREOF, the parties have executed this Agreement by authorized officials thereof on the day of , 2022 Mason County Public Defense Thurston-Mason Behavioral Health Administrative Services Organization Governing Board Peter Jones, Director Kevin Shutty, Chair Tye Menser, Vice Chair Gary Edwards, Commissioner 2022_MC-PD-01_ILA Page 7 of 7 WASHINGTON STATE OFFICE OF PUBLIC DEFENSE COUNTY/CITY USE OF STATE PUBLIC DEFENSE FUNDING State funds disbursed to counties and cities pursuant to Chapter 10.101 RCW cannot be used to supplant local funds that were being spent on public defense services prior to the initial disbursement of state funds. State funds must be spent to improve the quality of legal representation directly received by indigent defendants. Following are guidelines regarding permitted use of state public defense funds. 1. State public defense funding under Chapter 10.101 RCW may be used in the following ways: a) Additional investigator services b) Additional expert services c) Establishing a public defense agency within the local government structure d) Professional evaluation of attorney performance by a public defense expert e) An attorney coordinator to provide oversight for local public defense services such as, but not limited to, contract management, review of attorney case/time reports, handling client complaints, approving invoices for non-attorney services and coordinating with other local government offices f) Increase in public defense attorney compensation g) Provision of public defense services at first appearance calendars (or increase of first appearance services if public defenders are already provided) h) Addition of more attorneys to lower public defense caseloads i) Addition of social worker services to assist public defense attorneys j) Direct training costs to train public defense attorneys k) Evaluations of defendants for sentencing options, such as drug evaluations, SSOSA, DOSA 1) Provision of interpreter services for attorney-client interviews and communication (but in-court interpreter appointments required under Chapter 2.43 RCW are not an approved use of funds) m) Equipment or services to ensure safe, continuity of representation due to COVID-19 or other officially declared emergencies or disasters. Examples include personal protective equipment for defense attorneys and clients (masks,gloves,face shields, etc.) and technology for attorneys to communicate remotely with clients and participate in remote or in-person court proceedings (subscriptions for video conferencing services, devices to facilitate confidential attorney-client conversations in court, etc.). n) Subject to approval by OPD, applicants may request funds for other uses that improve public defense services and are supported by the WSBA Standards for Indigent Defense Services. 2. State public defense funding under Chapter 10.101 RCW may not be used in the following ways: a) Supplanting county or city funds used for public defense services prior to the initial disbursement of state funds to the county or city b) Billing or other administrative costs incurred by the county or city in administering the public defense program c) Indigency screening d) County, city or court technology systems or administrative equipment not exclusively used for public defense services e) County or city attorney time, including advice on public defense contracting, except as provided in Section 1(d) above. OPD Policy:County/City Use of State Public Defense Funding(July 2020) OPD PUBLIC DEFENSE IMPROVEMENT PROGRAM TRAINING REQUIREMENTS (as amended May 2016) Jurisdictions that apply for public defense funds shall require that all attorneys providing services annually attend at least 7 hours of trainings approved by the Washington State Office of Public Defense(OPD). An approved training is a program or course of education in criminal defense offering instruction that improves an individual's substantive legal knowledge in the areas of criminal law, criminal procedure ethical knowledge or trial skills. Such training may include areas of civil practice in which an attorney provides public defense services such as dependency, civil contempt or civil commitment matters. PROCEDURE The CLE programs that OPD,the Washington Defender Association(WDA)and the Washington Association of Criminal Defense Lawyers(WACDL)offer shall be considered "approved trainings."In addition, courses approved by the Washington State Bar Association shall be considered"approved training" if the programs are related to criminal defense and are sponsored or presented by the following organizations: Washington State Bar Association Continuing Legal Education Department; University of Washington School of Law; Seattle University School of Law; Gonzaga University School of Law; King County Department of Public Defense, the National Association of Criminal Defense Lawyers, or the National Association of Public Defenders. An attorney who has attended a course or program other than one of those listed above shall apply to OPD for approval before the program or by the end of the calendar year in which the course or program is held. OPD shall approve the CLE if taught by professionals knowledgeable in the applicable subject area and if the course will improve an attorney's substantive legal knowledge, ethical knowledge or trial skills.Approval shall be at the discretion of the OPD director.Appeals of denials of approval may be made to the OPD Advisory Committee. COMMENTARY This policy comports with RCW 10.101.050,which requires that"attorneys providing public defense services attend training approved by the Office of Public Defense at least once per calendar year."It is also consistent with the Public Defense Standards endorsed by the Washington State Bar Association, (Standard Nine: Training), which requires that attorneys providing public defense services should participate in regular training programs on criminal defense law, including a minimum of seven hours of continuing legal education annually in areas relating to their public defense practice." OPD PUBLIC DEFENSE IMPROVEMENT PROGRAM—CONTRACT ATTORNEY TIME REPORTING REQUIREMENT All attorneys providing public defense services under contract to a county or city, must make an annual report to the contracting jurisdiction on the extent of their private caseload, if any. As used in RCW 10.101.050,non-public defense cases are an attorney's private cases worked on during the previous year. Attorney reports are required to provide the following information annually: (1) The number and type of cases in their private practice. (i.e. cases handled outside a defense contract including but not limited to retained cases of any type), (2) The number and type of other public defense contracts, if any, and (3) The total hours billed for non-public defense cases, if any. Number and We of non-public defense cases handled: Case types may be indicated by general category, e.g. family law,retained criminal case or personal injury. The number of cases for each type should be reported. Total hours billed for non-public defense cases: Attorneys who bill for some or all of their non-public defense representation on an hourly basis must report the total number of personal hours billed. Attorneys who accept retained cases on a flat fee basis (cases in which a negotiated fee is charged for the entire case)or on a contingency fee basis should indicate the fee types when reporting their cases. COMMENTARY Non-public defense case reporting by contract public defense attorneys is mandated under RCW 10.101.050. These reports permit a contract attorney's actual caseload to be monitored and assist in determining appropriate compensation levels for public defense services. Attorneys are not required to provide client or case names or other identifying information, case fee amounts or hourly billing rates. This reporting requirement does not apply to attorneys who accept only periodic court appointments to public defense cases. The jurisdiction must forward caseload reports when applying for public defense improvement funds. OPD will ask contracting jurisdictions to report contract attorneys' case type reports as part of the jurisdiction's case statistics information on the annual RCW 10.101 application. Agreement No. ICA22026 FACE SHEET WASHINGTON STATE OFFICE OF PUBLIC DEFENSE 1. Recipient—RCW 10.101.070 Funds 2. Recipient Representative Mason County Peter Jones 411 N 5th St Chief Public Defender Shelton, WA 98584 Mason County 411N5thSt Shelton, WA 98584 3. Office of Public Defense(OPD) 4. OPD Representative 711 Capitol Way South,Suite 106 Larry Jefferson PO Box 40957 Director Olympia,WA 98504-0957 WA State Office of Public Defense 711 Capitol Way South, Suite 106 PO Box 40957 Olympia,WA 98504-0957 5. Distribution Amount 6. Use Period $67,070.00 January 1, 2022 through December 31, 2022 7. Purpose Chapter 10.101 RCW county distributions are statutory formula distributions for the purpose of improving the quality of public defense services in Washington State counties. The Office of Public Defense (OPD)and Recipient, as defined above,acknowledge and accept the terms of this Agreement and attachments and have executed this Agreement on the date below to start January 1, 2022 and end December 31, 2022. The rights and obligations of both parties to this Agreement are governed by this Agreement and the following other documents incorporated by reference: Special Terms and Conditions, and General Terms and Conditions. FOR THE RECIPIENT FOR OPD Larry Jefferson, Director Name,Title Date Date Page 1 of 4 Agreement No. ICA22026 SPECIAL TERMS AND CONDITIONS 1. AGREEMENT MANAGEMENT The Representative for each of the parties shall be responsible for and shall be the contact person for all communications regarding the performance of this Agreement. a. The Representative for OPD and their contact information are identified on the Face Sheet of this Agreement. b. The Representative for the Recipient and their contact information are identified on the Face Sheet of this Agreement. 2. DISTRIBUTION AMOUNT The Distribution Amount is sixty-seven thousand seventy dollars and 00/100 Dollars ($67,070.00)to be used for the purpose(s) described in the USE OF FUNDS below. 3. PROHIBITED USE OF FUNDS (as adopted in OPD Policy County/City Use of State Public Defense Funding) a. Funds cannot be used to supplant local funds that were being spent on public defense prior to the initial disbursement of RCW 10.101.070 funds. b. Funds cannot be spent on purely administrative functions or billing costs. c. Funds cannot be used for indigency screening costs. d. Funds cannot be used for technology systems or administrative equipment intended for county administrative staff, court staff or judicial officers. e. Funds cannot be used for county attorney time, including advice on public defense contracting. 4. USE OF FUNDS a. Recipient agrees to use the RCW 10.101.070 funds to improve the quality of legal representation directly received by indigent defendants. (See Chapter 10.101 RCW and OPD Policy County/City Use of State Public Defense Fundingfor guidelines regarding permitted uses of state public defense funds.) b. Recipient agrees to use the funds for the following purpose(s): i. Adding attorneys to reduce public defense caseloads; ii. Adding investigator services; iii. Adding expert services. c. Recipient agrees to use the funds in calendar year 2022. If Recipient is unable to use the funds in 2022,the Recipient agrees to notify OPD to determine what action needs to be taken. d. Recipient agrees to deposit the RCW 10.101.070 funds check within 14 days of receipt. 5. OVERSIGHT Over the duration of the grant term, OPD may conduct site visits for purposes of addressing improvements to public defense and ensuring the use of grant funds for their specified purposes. At OPD's request, Grantee will assist in scheduling such site visits and inviting appropriate attendees such as, but not limited to: public defense attorneys,judicial officers,and county representatives. 6. ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement,the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal and state of Washington statutes, regulations, and court rules b. Special Terms and Conditions c. General Terms and Conditions Page 2 of 4 Agreement No. ICA22026 GENERAL TERMS AND CONDITIONS 1. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 2. AMENDMENTS This Agreement may be amended by mutual agreement of the parties.Such amendment shall not be binding unless it is in writing and signed by personnel authorized to bind each of the parties. 3. AMERICANS WITH DISABILITIES ACT(ADA)OF 1990, PUBLIC LAW 101-336,also referred to as the"ADA" 29 CFR Part 35. The Recipient 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. 4. ASSIGNMENT Neither this Agreement, nor any claim arising under this Agreement,shall be transferred or assigned by the Recipient without prior written consent of OPD. 5. ATTORNEY'S FEES Unless expressly permitted under another provision of the Agreement, in the event of litigation or other action brought to enforce Agreement terms, each party agrees to bear its own attorney fees and costs. 6. CONFORMANCE If any provision of this Agreement 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. 7. ETHICS/CONFLICTS OF INTEREST In performing under this Agreement,the Recipient shall assure compliance with the Ethics in Public Service, Chapter 42.52 RCW and any other applicable court rule or state or federal law related to ethics or conflicts of interest. 8. GOVERNING LAW AND VENUE This Agreement 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. 9. INDEMNIFICATION To the fullest extent permitted by law,the Recipient shall indemnify, defend, and hold harmless the state of Washington, OPD, all other agencies of the state and all officers, agents and employees of the state, from and against all claims or damages for injuries to persons or property or death arising out of or incident to the performance or failure to perform the Agreement. 10. LAWS The Recipient shall comply with all applicable laws, ordinances, codes, regulations, court rules, policies of local and state and federal governments, as now or hereafter amended. 11. NONCOMPLIANCE WITH NONDISCRIMINATION LAWS During the performance of this Agreement,the Recipient shall comply with all federal,state, and local nondiscrimination laws, regulations and policies. In the event of the Recipient's non-compliance or refusal to comply with any nondiscrimination law, regulation or policy,this Agreement may be rescinded, canceled or terminated in whole or in part. 12. RECAPTURE In the event that the Recipient fails to perform this Agreement in accordance with state laws,federal laws,and/or the provisions of the Agreement, OPD reserves the right to recapture funds in an amount to compensate OPD for the noncompliance in addition to any other remedies available at law or in equity. 13. RECORDS MAINTENANCE Page 3 of 4 Agreement No. ICA22026 The Recipient shall maintain all books, records, documents, data and other evidence relating to this Agreement. Recipient shall retain such records for a period of six(6)years following the end of the Agreement period. If any litigation, claim or audit is started before the expiration of the six (6)year period,the records shall be retained until all litigation, claims, or audit findings involving the records have been finally resolved. 14. RIGHT OF INSPECTION At no additional cost all records relating to the Recipient's performance under this Agreement shall be subject at all reasonable times to inspection, review, and audit by OPD,the Office of the State Auditor, and state officials so authorized by law, in order to monitor and evaluate performance, compliance, and quality assurance under this Agreement.The Recipient shall provide access to its facilities for this purpose. 15. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision, if such remainder conforms to the requirements of law and the fundamental purpose of this Agreement and to this end the provisions of this Agreement are declared to be severable. 16. SAVINGS In the event funding from state,federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of this Contract and prior to normal completion, OPD may terminate this Contract. OPD shall in good faith provide as much notice as possible of such termination. 17. 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 Agreement unless stated to be such in writing. Page 4 of 4 • Mason County Community Services — Briefing March 21, 2022 Briefing Items • Termination of Interlocal Agreement—Dave Windom MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: David Windom DEPARTMENT: MCCS EXT: 260 BRIEFING DATE: April 25, 2022 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, please provide only new information NA INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources ❑ Legal x❑ Other — please explain ITEM: Termination of Interlocal Agreement EXECUTIVE SUMMARY: (If applicable, please include available options and potential solutions): The Interlocal Agreement for the CRAFT3 revolving fund for Hood Canal Clean Water Fund will terminate thirty(30) days after the last loan repayment of the Revolving Fund Loan. Close- out of the Revolving Fund Loan means the loan has reached maturity and is fully repaid to the Washington State Department of Ecology. This agreement terminates the prior agreement. BUDGET IMPACT: None PUBLIC OUTREACH:(Include any legal requirements, direct notice, website, community meetings, etc.) Briefing RECOMMENDED OR REQUESTED ACTION: Briefing and place on action agenda for April 26. ATTACHMENTS: Agreements (2) Briefing Summary 4/20/2022 KPHD Contract 1511 Page 1 HOOD CANAL REGIONAL SEPTIC LOAN PROGRAM AGREEMENT TO TERMINATE INTERLOCAL AGREEMENT BETWEEN Clallam County Jefferson County Kitsap County Mason County Kitsap Public Health District This Mutual Termination Agreement ("Agreement") is entered into between Clallam County,Jefferson County, Kitsap County, Mason County, and the Kitsap Public Health District (collectively"the Parties"). RECITALS WHEREAS,the Parties entered in an Interlocal Agreement for the purpose of participating in a Clean Water(septic) loan program to provide financial assistance to citizens residing within the jurisdictional boundaries of the parties to address water quality issues in Hood Canal caused by onsite sewage systems; and WHEREAS,the purpose of the Interlocal Agreement is to establish the joint and cooperative undertaking in connection with the Regional Septic Loan Program; and WHEREAS,Section 1.2 of the Interlocal Agreement states that the Interlocal Agreement has no termination date unless funding for the program is fully expended, ends, or is no longer available; and WHEREAS,Section 2.5 of the Interlocal Agreement states that the program shall be terminated only when the legislative authorities of the Parties determine that they no longer wish to participate in the Regional Septic Loan Program; and WHEREAS,the Washington State Department of Ecology has since developed a statewide Regional Septic Loan Program; and WHEREAS,the Interlocal Agreement is no longer necessary to implement the Regional Septic Loan Program after the Centennial Clean Water Program Grant and Clean Water Act Revolving Fund loan ("Revolving Fund Loan"), attached as Exhibit B to the Interlocal Agreement, is fully repaid; and WHEREAS,the Revolving Fund Loan is anticipated to be repaid in full by June 30, 2022; and WHEREAS, no agreement regarding payment of financial responsibilities, collection of loans, division of remaining funds, and ongoing implementation of the program is necessary;and WHEREAS,the parties have now mutually agreed to terminate the Contract prior to its scheduled expiration; KPHD Contract 1511 Page 2 AGREEMENT NOW,THEREFORE,the parties agree that the Interlocal Agreement shall terminate thirty(30) days after the last loan repayment of the Revolving Fund Loan. Close-out of the Revolving Fund Loan means the loan has reached maturity and is fully repaid to the Washington State Department of Ecology. The Agreement is effective upon approval and execution by the parties. Executed this day of 12022 Executed this day of ,2022 Clallam County Jefferson County By: By: Title: Title: Executed this day of ,2022 Executed this day of 12022 Mason County Kitsap County By: By: Title: Title: Executed this day of 12022 Kitsap Public Health District By: Title: .r. n Contract 1511 (PDF 7/25/2016) Accounting Whitford HOOD CANAL REGIONAL SEPTIC LOAN PROGRAM AN INTERLOCAL AGREEMENT BETWEEN Clallam County Jefferson County Kitsap County Mason County Kitsap Public Health District THIS AGREEMENT ("AGREEMENT")is entered into by and between Clallam County,Jefferson County, Kitsap county, Mason County,and the Kitsap Public Health District (collectively, "the Parties") for the purpose of participating in a Clean Water(Septic)Loan program to provide financial assistance to citizens residing within the boundaries of the Parties to address water quality issues in Hood Canal caused by onsite sewage systems. I. RECITALS 1.1 INTERLOCAL COOPERATION ACT. The Interlocal Cooperation Act, Chapter 39.34 RCW,allows public agencies to enter into cooperative agreements to more efficiently provide services within their jurisdictions. 1.2 HOOD CANAL PROGRAM. This Agreement continues and expands the Hood Canal Regional Septic Loan Program("Program"). In collaboration with the Washington State Department of Ecology("Ecology")and Craft 3, a 501(c)(3)organization,public funding is leveraged with private capital to implement the Program. The Program Guidelines are attached to this Agreement as Exhibit A, and incorporated by reference herein. Public funding for the Program is described in the contract between Ecology,Kitsap County, and the Kitsap Public Health District attached hereto as Exhibit B, and incorporated by reference herein. Except as described in Sections 2.3 and 2.5 below, or if public funding or private funding described below is fully expended, ends,or is no longer available for purposes of this Program,the Agreement and the Program it establishes are deemed to have no termination date. 1.3 STATE FUNDING. Public funding sources are a Centennial Clean Water Program Grant and Clean Water Act State Revolving Fund loan (hereafter"Revolving Fund Loan"). Kitsap County and the Kitsap Public Health District will enter into a contract with Ecology to administer the public funding portion of the Program. The Revolving Fund Loan is a general obligation debt of the Parties. In addition,the Parties are responsible for leading compliance, inspections,permitting, contractor certification,and outreach within their territorial jurisdictions. 1.4 PRIVATE FUNDING. Craft3 has established and operated a revolving loan fund program since 2007 utilizing public and private funding and has additionally established a loan loss reserve to address any losses associated with this fund. As of 12/31/15,unadjusted Craft3 company-wide loan loss reserves(LLR) exceeded 3.5 million and included over$350,000 in LLR specifically dedicated to this Clean Water fund.The contract between the Health District and Craft 3 is attached to this Agreement as Exhibit C and incorporated by reference herein. Hood Canal Regional Septic Loan Program Performance Assessment Page 1 1.5 PURPOSE OF AGREEMENT. The purpose of this Interlocal Agreement is to establish the joint and cooperative undertaking in connection with the Program,provide for administrators responsible for administering the Program, and define management and financial responsibilities as contemplated in RCW 39.34.030. II. AGREEMENT 2.1 PROGRAM. The Parties agree that management and operation of the Program will be based on the Program Guidelines attached as Exhibit A and the contract between Ecology, Kitsap County, and the Kitsap Public Health District attached hereto as Exhibit B,both of which are incorporated by reference into this Agreement. The Program may be modified pursuant to Section 2.10 of this Agreement. 2.2 TREASURY AND FINANCIAL REPORTING. Kitsap County will provide the treasury functions for the Program pursuant to RCW 43.09.285, as it has the largest population of any of the Parties to this Agreement. Kitsap County and the Kitsap Public Health District will administer the Program. Upon request, Kitsap County and/or the Kitsap Public Health District will provide the Parties with copies of all contracts,financial reports,payments, and relating documents sent to and received from Ecology regarding the Program. The financial reports will reflect reports prepared by Craft3 on the number of loan applications submitted and approved, projects currently under construction,projects completed, and projects in default. 2.3 FINANCIAL RESPONSIBILITY. By and through this Agreement, each Party is a party to the contract between Kitsap County, the Kitsap Public Health District, and Ecology, which contract is attached to this Agreement as Exhibit B and incorporated by referenced herein. Kitsap County is the administrator of the Program pursuant to RCW 39.34.030 for the purpose of obtaining funding on behalf of all Parties to this Agreement, and is providing the treasury and contracting functions as required by RCW 43.09.285. Program loans relating to property situated within a Party's territorial jurisdiction that are in default such that Kitsap County has the obligation to make Ecology whole shall be a general obligation debt of that Party. If Kitsap County funds are utilized to repay loan funds to Ecology for property situated within another Party's territorial jurisdiction,then that Party will reimburse Kitsap County the amount of funds repaid to Ecology. In the event Kitsap County wishes to terminate its role in providing treasury and contracting functions under this Agreement, Kitsap County shall provide six months written notice to the other Parties to this Agreement. 2.4 PROGRAM ADVISORY BOARD. Each Party shall appoint one member to the Program Advisory Board("Advisory Board"). The functions of the Advisory Board will be to review ongoing implementation of the Program,including financial status,marketing program, and evaluation of program operations. The Advisory Board shall meet at least quarterly to review the implementation of the Program. The Parties may periodically request,but not more than twice yearly, a written report from the Advisory Board. The Parties will seek to coordinate reporting by the Advisory Board with reporting provided by Craft 3 relating to the Program. The Advisory Board may modify the Program Guidelines through a unanimous vote of all members. Hood Canal Regional Septic Loan Program Performance Assessment Page 2 2.5 TERMINATION OF PROGRAM. The Program shall be terminated only when the legislative authorities of all the Parties have determined that they no longer wish to participate in the Program. The termination of the Program shall be effective only upon the end of the current calendar year. Upon termination of the Program,the Parties shall seek to reach agreement on the payment of financial responsibilities, collection of loans, division of remaining funds, and ongoing implementation of the Program by Parties to this Agreement on an individual or shared basis. If the Parties cannot reach agreement on the terms for termination of the Program,then the Dispute Resolution process in Section 2.11 of this Agreement shall apply. 2.6 RECORDS MAINTENANCE. The Parties shall maintain books,records, documents and other evidence, which sufficiently and properly reflect all costs relating to the Program. These records shall be subject to inspection,review,or audit by agencies so authorized by law. All books,records, documents, and other material relevant to this Agreement will be retained for six years after expiration and the Office of the State Auditor, federal auditors, and any persons duly authorized by the Parties shall have full access to and the right to examine any of these materials during this period. The local government Parties will comply with all applicable provisions of chapter 42.56 RCW,the Public Records Act. Records and other documents,in any medium furnished by one party to this Agreement to the other party,will remain the property of the furnishing party,unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third Parties. 2.7 RIGHTS IN DATA. Unless otherwise provided, data which originates from this Agreement shall be"works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned equally by the Parties. Data shall include,but not be limited to reports,documents, pamphlets, advertisements,books,magazines, surveys, studies, computer programs, films,tapes, and/or sound reproductions. Ownership includes the right to use, copyright,patent,register and the ability to transfer these rights. 2.8 PROPERTY. The Parties do not anticipate the acquisition of property for the performance of this agreement, and any property acquired by a Party using this Agreement shall be held by the acquiring Party. 2.9 INDEPENDENT CAPACITY. The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 2.10 AGREEMENT ALTERATIONS AND AMENDMENTS. This Agreement may be amended by unanimous 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. 2.11 DISPUTES. In the event that a dispute arises under this Agreement,it shall be determined by a dispute board in the following manner: Each party to this Agreement shall appoint a member to the dispute board. The members so appointment shall jointly appoint two Hood Canal Regional Septic Loan Program Performance Assessment Page 3 additional members to the dispute board. The dispute board shall evaluate the facts, contract terms and applicable statutes and rules and make a determination of the dispute. The determination of the dispute board shall be final and binding on the Parties hereto. 2.12 GOVERNANCE. This contract is entered into pursuant to and under the authority granted by the laws of the State of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule,the inconsistency shall be resolved by giving precedence in the following order: 1. Applicable State and federal statutes and rules; 2.Any other provisions of this Agreement,including materials incorporated by reference. 2.13 ASSIGNMENT. The obligations under this Agreement, and any claims arising thereunder,are not assignable or delegable by either party in whole or in part, without the express prior written consent of all other Parties, which consent shall not be unreasonably withheld. 2.14 WAIVER. A failure by any party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. 2.15 SEVERABILITY. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 2.16 ALL WRITINGS CONTAINED HEREIN. This Agreement contains all the terms and conditions agreed upon by the Parties. No other understanding, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties hereto. IN WITNESS WHEREOF,the Parties have executed this Agreement. Executed this A day of y4 ,201 f� Executed this day o �o 1 V J r Clallam County &PA4-t, ' &07"rnr5s10n&45 Jefferson County By: 4.,`• t r By: c �aVi ✓1 �l MIke, chwan C Title: Chet i t Title: 0 i,r Hood Canal Regional Septic Loan Program Performance Assessment Page 4 Executed this 2lday of)_am�u,d-w,,201� Executed this q_day o�, 201 Mason County C Kitsap County By: By: Title: Title: Executed this G day of M A Y ,201 ap PubliVIth District By: �---_ Tit ,A p t S-M pj-r-o 2 a /Z jme,LP Date: APT'WOW AS TO FORM ONLY BY THE Clallamty Prosecuting Attorney �) I IIZ/3) Date: CL �.� APPROVED AS TO FORM ONLY8Y THE Jefferson County Prosecuting Attorney APPRO D AS TO FORM ONLY B THE Kitsap County Prosecuting Attorney f 2(I I(A t Date: l N 1 y APPROVED AS TO FORM ONLY BY THE Mason County Prosecuting Attorney Hood Canal Regional Septic Loan Program Performance Assessment Page 5 Craft3 Clean Water Loan Guidelines Hood Canal Program February 2015 EXHIBIT A (consisting of 10 pages) To INTERLOCAL AGREEMENT Between Clallam County Jefferson County Kitsap County Mason County Kitsap Public Health District Craft3 Clean Water Loan GUIDELINES Hood Canal Program February 2015 Craft3 Clean Water Loan Guidelines 2015 Page 1 of 10 Table of Contents I. Document Name and Purpose..............................................................................................................3 a. Name.................................................................................................................................................3 b. Purpose.............................................................................................................................................3 II. Loan Overview.......................................................................................................................................3 a. Background.......................................................................................................................................3 b. Participants and roles........................................................................................................................3 c. Key contacts......................................................................................................................................4 111. Authority...............................................................................................................................................4 a. Oversight and administration ...........................................................................................................4 b. Governing document........................................................................................................................4 c. Loan Monitoring................................................................................................................................4 d. Credit determination authority.........................................................................................................4 e. Confidentiality...................................................................................................................................4 IV. Loan Eligibility.......................................................................................................................................5 a. Property Ownership Types:...............................................................................................................5 b. Eligible Property Types:.....................................................................................................................5 c. Eligible Septic System Characteristics: (system must meet one of the following conditions)..........5 d. Eligible incomes.................................................................................................................................5 e. The following are not eligible for the Clean Water Loan:.................................................................5 V. Uses of Loan Proceeds..........................................................................................................................5 a. Allowable Septic System Capacity increase:.....................................................................................6 a. Eligible uses of loan proceeds:..........................................................................................................6 b. Limited Eligibility...............................................................................................................................6 c. Prohibited Uses of Funds. .................................................................................................................6 VI. Loan Structure.......................................................................................................................................7 a. Overview...........................................................................................................................................7 b. Application requirements.................................................................................................................7 c. Rates &Terms...................................................................................................................................7 d. Loan Fees........................................... ..... .......................... .. ......................................................8 e. Operation, Maintenance and Monitoring(O&M) Reserve and Requirements................................8 f. Collateral...........................................................................................................................................8 g. Loan Loss Reserves (LLR)...................................................................................................................8 VII. Uses of the Clean Water Loan for Commercial Properties...................................................................9 a. Rates and terms for commercial properties.....................................................................................9 b. Application and underwriting for commercial property owners......................................................9 VIII. Credit Administration............................................................................................................................9 IX. Financial Administration.......................................................................................................................9 a. Segregation of assets........................................................................................................................9 b. Cost Sharing.......................................................................................................................................9 c. Responsibility....................................................................................................................................9 d. Delinquency rate expectations.........................................................................................................9 e. Defaults.............................................................................................................................................9 f. Allowance for Losses.........................................................................................................................9 g. Collection Efforts and FilingJudgments............................................................................................9 X. Marketing and Outreach.. ........................... ....................................................................................9 a. Implementation roles and responsibilities.....................................................................................10 XI. Reporting.............................................................................................................................................10 a. Loan Data ........................................................................................................................................10 b. Financial Reporting..........................................................................................................................10 Craft3 Clean Water Loan Guidelines 2015 Page 2 of 10 I. Document Name and Purpose These Guidelines,together with attachments,govern the Craft3 Clean Water Loan ("Loan").This document has been approved for use by the Hood Canal Clean Water Loan Advisory Board. Unless otherwise provided for in the Guidelines,exceptions to the policies set forth herein require the approval of the Advisory Board. a. Name The loan product shall be known as the Craft3 Clean Water Loan. b. Purpose. The primary purpose of the Loan is to assist eligible property owners to repair,upgrade and/or replace existing onsite sewage treatment systems to standards that meet or exceed applicable code requirements of the participating jurisdictions. Additional goals of the Clean Water Loan include: • Educate current and prospective borrowers of onsite sewage treatment about the importance of functional and well maintained systems to human health,water quality and property values; and • Support local businesses and the contributions of onsite septic professionals to of the shellfish industry and economic activity in participating jurisdictions. • Reduce sources of water pollution • Protect vulnerable habitat/marine life • Improve public health • Help people stay in their homes II. Loan Overview a. Background The Clean Water Loan has been specifically designed to assist property owners who depend on onsite sewage treatment systems to treat wastewater.The Loan provides financial assistance to cover 100%of the costs associated with the design, permitting,installation,testing,and ongoing maintenance of an approved onsite system with the appropriate technology for a particular site. Loan amounts accommodate the costs of complying with or exceeding the code requirements for onsite sewage treatment systems in all participating jurisdictions. In some circumstances the Loan will enable individual property owners to (1)connect to an off-site sewage treatment system;or(2)participate with neighbors to design, install and connect to community or small cluster sewage treatment systems. This Loan is not a code enforcement strategy. Rather,it is intended to help reduce the financial barriers that prevent property owners from taking corrective action to repair, upgrade or replace failed,obsolete and/or inefficient existing septic systems. Oversight of the Loan is a collaborative approach shared by multiple jurisdictions.These jurisdictions share a common concern with the actual and potential negative impacts of faulty onsite sewage treatment systems on human and ecological health. Portions of each of these jurisdictions are located within the Puget Sound watershed,which may be at risk from failing septic systems. Participating jurisdictions recognize the value of a single,scalable approach to financing onsite sewage treatment quality and capacity throughout their respective geographies. The Loan is also a joint venture between participating jurisdictions and Craft3 a non-profit community development financial institution,with a mission to strengthen economic, ecological and family resilience in Pacific Northwest communities. Craft3 achieves its mission by providing loans and assistance to individuals, entrepreneurs,non-profits, and others and specializes in helping those who don't normally have access to financing. Craft3 is responsible for administering Clean Water Loans in the eligible areas of the jurisdictions in a manner that reflects locally approved policies,land use regulations,applicable health codes, and Washington State consumer lending regulations. Craft3 specializes in transactions that are generally not available through traditional banks and is more flexible in qualification requirements(wider range of credit, more than just a credit score), and repayment terms.The Loan rates and terms were designed specifically to be accessible to borrowers with low incomes,and may be available to those with existing debt,and previous credit problems. b. Participants and roles 1. Local Health Jurisdictions:The Public Health Jurisdictions of Jefferson, Kitsap,Mason,and Clallam Counties are the government sponsors of the loan. Each jurisdiction is empowered to be a participant as it affects their jurisdiction. In addition, all regulatory requirements to be satisfied by the borrowers are those of the respective jurisdiction in which the borrower is located. 2. Craft3:Craft3 is responsible for management of all aspects of loan origination and servicing, customer service,reporting, and compliance. Craft3 is responsible for the performance of the Craft3 Clean Water Loan Guidelines 2015 Page 3 of 10 Clean Water Loan portfolio, minimizing losses and meeting development goals. Craft3 will ensure that adequate processes and procedures are in place to ensure good credit quality management consistent with the Clean Water Loan Guidelines and Craft3 credit policy. Craft3's credit policy is updated annually and approved by its Board of Directors. A copy can be made available to the Advisory Board upon request. 3. Sovereign Lands:The Port Gamble S'Klallam and Skokomish Indian Tribes may be participating jurisdictions if they deem the Loan relevant to their needs and priorities. Loan funds are reserved for their participation. Due to the unique requirements of delivering loans within the boundaries of Indian Reservations, customized and separate loan delivery requirements may be necessary. In this event,a separate Guideline will be developed to govern loan activity accomplished with these sovereign nations.All activity financed by the Clean Water Loan must comply with the health and safety standards and requirements of the sovereign nation in which the affected property is located. c. Key contacts The following individuals have been granted authority to act on behalf of their participating governments as an Advisory Board to the Clean Water Loan: 1. For Craft3:Adam Zimmerman, Executive Vice President 2. For Kitsap County:Stuart Whitford 3. For Mason County: Debbie Riley 4. For Jefferson County: Linda Atkins 5. ' For Port Gamble S'Klallam:Pending 6. For Skokomish Indian: Pending 7. For Clallam County:Andy Brastad III. Authority a. Oversight and administration Authority for oversight and administration is vested in each of the six participating jurisdictions: Jefferson, Kitsap Mason,Clallam Counties, and Port Gamble S'Klallam and Skokomish Tribes.These six governments have authority to charter the Loan to operate in their jurisdictions and the authority to revoke that charter.They will receive a report from Craft3 and review the Clean Water Loan program on an annual basis. If they wish to revoke or substantially change that charter,those changes must be agreed to unanimously by all six governments. b. Governing document The Guidelines are the governing document of the Clean Water Loan. These guidelines and amendments to them must be approved by the Advisory Board (unless otherwise provided for in this or the attached documents). c. Loan Monitoring The Clean Water Loan is monitored by an Advisory Board charged with oversight on behalf of participating jurisdictions.The parties identified in Section V(b),above,shall constitute the membership.The Advisory Board may,at its discretion, adopt such rules, regulations and procedures as it deems necessary to conduct its business.The Advisory Board shall meet as necessary, but at least semi-annually,to receive progress reports and recommendations for action from Craft3 staff and management assigned to the Clean Water Loan.The Advisory Board will be consulted for approval on major changes to the Loan, such as modifications to the rates and terms, however Craft3 will maintain sole authority to make credit determinations and make changes to its internal loan policy. d. Credit determination authority Craft3 has sole and exclusive authority to approve or decline credit according to its internal Credit Policy. Participating jurisdictions shall not communicate to potential or current borrowers or details about their loan status, nor shall they use potential default as tool to influence homeowner compliance. e. Confidentiality To ensure trust, respect and confidence,all customer personal and business financial affairs will be kept strictly confidential. Craft3 has the authority to protect the confidentiality of applicants and borrowers and shall not be required to divulge the names and personally identifiable information of any applicant or borrower. All customer records and information will be safeguarded and unauthorized access or use is prohibited.All Loan customers will be provided with a Confidentiality Statement outlining Craft3's commitment to maintaining confidentiality at loan closing(signing). Craft3 will include a question on the loan application requesting the borrower's permission to allow Craft3 to share general loan status information with partners,such as health jurisdictions and Craft3 Clean Water Loan Guidelines 2015 Page 4 of 10 contractors. Craft3 will never share Personally Identifiable Information (PII),such as date of birth and social security number. IV. Loan Eligibility The following are eligible to apply forthe Clean Water Loan: a. Property Ownership Types: The loan may serve a range of property ownership structures.The following are eligible to apply for the Clean water Loan: • Person,corporation,or partnership that owns real property located within the boundaries of participating health jurisdictions • Person, corporation, or partnership that'has the legal right to encumber the real property with a beneficial interest of Craft3 as collateral for the Loan. • Exceptions are made for situations in which the party who possesses such rights consents to the Loan and the resulting security interest, and for applicants with homes on lands held in Trust by the Bureau of Indian Affairs b. Eligible Property Types: • Single-family Residential Properties(1-4 units) • Owner-occupied • Non-owner occupied (e.g. rental properties,vacation homes,etc.) • Multi-family Residential Properties more than 4 units, (e.g. apartment complexes, etc.) •' Commercial Properties—residential and non-residential. c. Eligible Septic System Characteristics:(system must meet one of the following conditions) 1. Demonstration that the existing on-site sewage treatment system is older than 25 years 2. Documentation of a system failure or inadequacy if the system is less than 25 years old. (Acceptable documentation may be obtained from participating local health jurisdictions or from a qualified on-site professional). 3. Documentation that a homeowner has been officially referred by a participating jurisdiction or partner. d. Eligible incomes There are no income restrictions for loan applicants due to the understanding that access to credit challenges are not limited to those with lower incomes. However, applicants that are financially distressed may apply for a loan regardless of the condition of their septic system. Financially distressed is defined as: • A household earning 80%or less of the county median income; • A non-profit entity that serves primarily financially distressed households;and • A household that demonstrates that amortizing payments on a loan will cause their total housing costs to exceed 40%of their gross income. e. The following are not eligible for the Clean Water Loan: 1. Those that do not have the legal right to encumber the real property with a beneficial interest of Craft3 as collateral for the Loan. Exceptions are made for situations in which the party who possesses such rights consents to the Loan and the resulting security interest, and for applicants with homes on lands held in Trust by the Bureau of Indian Affairs, 2. Properties with have unpaid property taxes and/or other assessments levied on the property by any local or state taxing district for prior two tax years; 3. Property for which there is no record of permitted improvements; 4. Properties located in an area identified for development of a shared or community sewage treatment system. (Local jurisdictions to provide this information to Craft3). S. Septic system upgrades that are not permitted and/or that are not authorized by applicable code (e.g.terra lifting is prohibited). V. Uses of Loan Proceeds Loan proceeds may be used to fund the necessary work identified by the onsite designer and/or contractors as essential for the installation of the system and specified in the bid document. If the scope of work changes after loan documents are signed,Craft3 will require the contractor to submit a change- order form signed,by the customer or updated signed bid prior to any changes in loan amounts to be approved. The Clean Water Loan may be used to finance the following: Craft3 Clean Water Loan Guidelines 2015 Page 5 of 10 a. Allowable Septic System Capacity increase: Craft3-financed septic systems may support the following increases in treatment capacity: • Single Family: One additional bedroom capacity • Small Commercial and/or Multi-Family System: up to 25%increase in treatment capacity. The intention with this requirement is for the Clean Water Loan to support septic repair and replacement,not significant property expansion and upgrades. Some exceptions to this rule may be warranted and will be allowable upon approval by the Advisory Board. a. Eligible uses of loan proceeds: Loan funds may be used to pay for any of the following expenses associated with repair, upgrading and/or replacement of onsite septic systems, provided that the approach is explicitly authorized by applicable code(e.g.terra lifting is prohibited). These requirements will be monitored by participating jurisdictions during the permitting process. 1. Assessment:Testing,evaluation and assessment of an existing system for failure or needed repairs (with documented costs reimbursed to the borrower by loan proceeds); 2. Design:Design,testing,specifications and bidding for repairs, upgrades and/or replacements of onsite or community systems by licensed, county-approved contractors. 3. Permitting:Permit application and regulatory inspection fees;including any necessary cultural resources permitting and inspections. 4. Installation:Installation costs for local health jurisdiction-permitted repairs, upgrades and/or replacement systems. All installations costs must be clearly stated in the contractor's bid as a condition of loan closing. This may include: • Maintenance and pumping needs that are a necessary part of the system repair and replacement work • Repair and/or relocation of a well,driveway, and/or landscaped area only l the new system installation requires relocation and/or destruction of the existing asset. 5. Loan fees and closings: Loan fees, interest and closing costs including third party fees such as credit reports and lien filing. 6. Water conservation measures:Costs associated with installation of fixtures and fittings that reduce water consumption,to a maximum of$1,000; 7. Habitat creation:Costs associated with the creation of riparian (shoreline) habitat,to a maximum of$1,000; 8. Operation&Maintenance Reserve:To ensure that the asset is protected and the new system is property maintained over time,Craft3 will, as a rule,add$1,750 to each borrower's loan amount to enable the property owner to pay for costs associated with the services of qualified third parties to service, inspect and maintain on-site treatment systems to specifications provided by the designer, engineer, and/or supplier of the new system. This amount will be held in reserve by Craft3 for disbursement upon request by the borrower. Borrowers will not be charged interest until a disbursement is made. 9. Sewer connection:All costs associated with establishing service with and connection to an existing off-site treatment system approved by appropriate regulatory agency. 10. Construction of on-site sewage system or public sewer connection that will serve an existing structure with no on-site sewage system if it meets all of the following conditions: • Structure is,or will be upon completion, a legally permitted structure used in methods consistent with the permitted use; • Structure is currently occupied by a resident or being used while under local health jurisdiction order to construct sewage treatment facilities or abandon use of the property as a residence; and, • Structure meets all other applicable construction and use codes. b. Limited Eligibility Craft3 will consider loans for the community and cluster systems serving multiple properties.Total loans for such systems shall not exceed 10%of total available Clean Water Loan grant capital at any time. In the case of community systems,Craft3 shall determine eligibility,feasibility and types of assistance on a case-by-case basis with input from the Advisory Board. c. Prohibited Uses of Funds. The loan funds may not be used for the following purposes: 1. Any system that is not replacing, repairing or improving an existing system. 2. Any improvements not recognized as permitted and compliant by local health jurisdictions. Craft3 Clean Water Loan Guidelines 2015 Page 6 of 10 3. Any costs for labor or other services not incurred by a licensed,county-approved, or otherwise certified professional. 4. Any repairs to existing connections to municipal or public sewage treatment systems. Prohibited uses#1 and 2 will be monitored by participating jurisdictions and#3 will be monitored by Craft3. Any exceptions will be approved by the Advisory Board. VI. Loan Structure a. Overview Clean Water Loan terms and conditions are specifically designed to address the diverse needs and situations of property owners in the participating jurisdictions, including those with low incomes,fixed incomes, and those who have experienced other financial hardships. In the interest of maximizing the impact of the Clean Water Loan on human health and water quality,Craft3 will tolerate higher risk than a traditional lender and will consider a broader range of credit and other credit requirements than is typical for this market. Loan terms and conditions shall be reviewed annually;any modifications shall require the consent of the Advisory Board and Craft3 management. However,Craft3 shall not agree to loan terms and conditions that it cannot justify from a financial operating perspective. b. Application requirements Craft3 Clean Water Loan applications are available online,from Craft3 offices, by mail,and through local distribution systems. A complete Craft3 Clean Water Loan application will consist of the personal or business financial information required to make a credit determination(e.g. income documentation, credit report)plus and the following details about the septic project: • Demonstration that the project meets the eligibility requirements: • Approved project bid, budget and design team • Evidence that: • Project is approved by the regulatory agency • The existing improvements are permitted and compliant with existing and applicable codes; c. Rates&Terms Craft3 shall determine pricing policy in collaboration with the Advisory Board. The chart below establishes the current(as of 1/1/15) loan terms and interest rates for qualified borrowers CLEAN WATER LOANS TO RESIDENTIAL OWNER-OCCUPIED PROPERTIES Annual HH Interest and Annual Repayment Example$15,000 loan amount** Income Percentage Rate(APR) Terms Up to 1.99% No monthly payments* Example$15,000 loan amount:** $35,000 (2.08%APR) required. no payments for 179 months,then $20,449 balloon payment due on the 180th month $35,001- 3.99% Monthly interest only Example$15,000 loan amount: ** $55,000 (4.42%APR) payments** 179 monthly interest-only payments of $53.29,plus$15,051 balloon payment due on the 120th month Greater than 4.99% Monthly principal and Example$15,000 loan amount: ** $55,000 (5.72%APR) interest payments** $124.31 due monthly for 180 months/ 15 year term CLEAN WATER LOANS TO RESIDENTIAL PROPERTIES(NOT OWNER-OCCUPIED) Any 4.99% Monthly principal and Example$15,000 loan amount: ** (5.72%APR) interest payments** $124.31 due monthly for 180 months/ 15 year term CLEAN WATER LOANS TO COMMERICAL PROPERTY n/a. Craft3 Business lending policies will be used to evaluate business customers. *Loan availability,terms,and conditions current as of 6/1/2013,and are subjectto change.Residential property examples include financing of standard third party and lender loan fees totaling approximately$725.Not all applicants will qualify.Equal Housing Lender.Craft3 NMLS ID#390159. **Principal balance and interest(if applicable)due on sale,transfer,refinance,or maturity.If,after 15 years,homeowner has not sold, refinanced,or otherwise transferred ownership of the property,is in compliance with the loan agreement,and meets relevant lending/program criteria, the 15-year loan period may be extended,at the lender's sole discretion,for up to an additional five years. Craft3 Clean Water Loan Guidelines 2015 Page 7 of 10 d. Loan Fees Craft3 Loan Policy shall establish a schedule of applicable loan fees.The fees collected shall be fully documented cover its reasonable costs of delivering and servicing the Clean Water Loan.All fees may be included in the loan amount. The current fee schedule to borrowers for the Clean Water Loan consists of: • Origination Fees:Craft3 shall be entitled to charge a loan fee of$350 for residential property owners and $450 for commercial property owners and such fee shall cover its administrative and loan documentation costs.The fee shall be fully earned upon acceptance of a loan approval by the borrower. • Document Fees:Craft3 shall be entitled to a standard documentation fee for each loan.The fee may be included in the loan amount. • Closing Costs:Craft3 shall pass on to the borrower its costs of closing the loan, including but not limited to credit reports recording, overnight mail,and other related costs.These fees may be included in the loan amount. • Late Fees:Generally,late fees are charged when a required loan payment is received after the grace period(generally 10 days). Loan Officers have the authority to negotiate Late Fees with Borrower to be waived or capitalized if it in the best interest of both Craft3 and the Borrower. • Default Rates:Generally, a default rate of several percentage points(as determined by management)over the Note Rate is applied to loans in default, retroactive to the date of default. • Other Charges: Restructuring fees,assumption fees,and reconveyance or discharge fees may be applied to the loan at the discretion of Craft3. e. Operation, Maintenance and Monitoring(O&M) Reserve and Requirements Each loan amount shall be increased by the estimated sum necessary to cover specified costs of system maintenance, monitoring,and inspections for at least five years,or$1,750,(whichever is greater). Sewer connection loans will not include reserve amounts unless the designer, engineer or installer specifies any maintenance necessary to keep the connection operational. For commercial facilities an amount larger than$1,750 may be reserved at the discretion of Craft3. Borrowers do not pay interest on funds until they are disbursed. • Monitoring requirements • Craft3 will make available a reserve of$1,750 to help borrowers cover the costs of inspections, maintenance,and repairs for up to five years after the installation of the system. • The$1,750 reserve will be added to the total amount of the loan, but interest will not be charged on these until the borrower utilizes the funds and interest will only be charged on amounts disbursed. • The O&M reserve is a requirement of the Clean Water Loan:Craft3 loan documents contain specific Craft3 requirements for inspections and repairs; borrowers will separately be subject to all applicable requirements for their county. • Craft3 will remind customers,from time to time,of the availability of these funds as an incentive for them to inspect and repair their systems. Craft3 will also coordinate with the participating counties and may issue reminders to certain customers upon request. Borrowers who are out of compliance with the county will not be considered in default for their loan by Craft3;County representatives shall not communicate loan status information to Craft3 borrowers or make claims connecting County compliance with loan status. • All borrowers must stipulate that Craft3 and its agents or assigns shall have the legal right of access to the financed system for purposes of verifying proper operation and maintenance and, if necessary, conducting specified maintenance and/or monitoring inspections. • Disbursement process • Upon submission of a borrower-approved invoice for the cost of the inspection, repair, or maintenance,Craft3 will pay the contractor directly. • If borrower defaults on loan, O&M funds will no longer be available. f. Collateral All Clean Water Loans shall be secured by a security interest in the borrower's real property assets (e.g. UCC, Deed of Trust).Additional collateral or loan loss reserve allocations may be required if the subject property does not satisfy this standard. g. Loan Loss Reserves(LLR). Standard LLR: In order to offset the risk to the revolving loan fund of loan defaults, Craft3 has established a Clean Water loan loss reserve consistent with generally accepted accounting procedures (GAAP)and portfolio performance which may constitute approximately 5-10%of loans outstanding. Craft3 Clean Water Loan Guidelines 2015 Page 8 of 10 Craft3 will ensure that net assets held in reserve will be maintained at levels that are sufficient to absorb any losses,and as needed will replenish the loan fund. In the event of a loss,Craft3 may transfer 100%of the cost of the loan from the Loan Loss Reserve into RLF fund for ongoing use. Upon request, Craft3 shall report to the Advisory Board, upon request,on the status of the Loan Loss Reserves. Special Loan Loss Reserve: Craft3 may allocate additional loan loss reserves to a borrower as a condition of loan approval if a financially distressed applicant would otherwise be declined for credit and/or risk management reasons. In this event, Craft3 shall provide its rationale for the additional reserve requirements to the Advisory Board. VII. Uses of the Clean Water Loan for Commercial Properties a. Rates and terms for commercial properties Any approved loan to support repair or replacement of a septic system serving a structure or facility that is sited on a parcel zoned for commercial use shall receive up to a 8%rate with required monthly payments, including interest,for a term up to 15 years,except that where such a facility is also occupied by the owner as a residence in compliance with applicable zoning and other use codes, and no more than 50%of the daily sewage flow is generated by the residence. b. Application and underwriting for commercial property owners Craft3 will provide a business loan application from commercial property owners that covers relevant business financial and background documents. Documentation of eligibility for the Clean Water Loan and of work plans will be the same as for residential property owners. Craft3 will charge a$450 loan fee plus relevant closing costs. Vill. Credit Administration Craft3 is responsible for administration of the Clean Water Loan consistent with the organization's Credit Policy. Craft3 has sole authority for adopting and implementing Credit Administration Policy for the Clean Water Loan. Craft3 will ensure that adequate processes and procedures are in place to ensure good credit quality management. IX. Financial Administration The use of private and public resources available for the Clean Water Loan shall be governed by separate agreements.between Craft3 and each funding entity their requirements as to the handling of funds. a. Segregation of assets Assets designated as the Clean Water Loan Fund Capital will not be used to fund operations for the corporation as whole. b. Cost Sharing Craft3 will equitably apply available private and public resources in ways that maximizes the recovery and reapplication of these resources over time. Special efforts shall be made to apportion resources and costs in a manner that minimizes the regulatory constraints placed on borrowers. c. Responsibility Craft3 shall have full responsibility for the financial administration of the Clean Water Loan consistent with GAAP. d. Delinquency rate expectations The acceptable ratio of past due loans(loans more than 30 days past due)to total loans outstanding will be determined by the Craft3 Risk Manager. e. Defaults A loan is considered in default when (1) required payments are not made; (2)on-going maintenance and servicing of a system once constructed is not performed;or(3)if a property is refinanced,sold or transferred without the loan being paid off; or(4) borrower fails to comply with reasonable provisions set forth in the loan documents. If a loan is in default, pricing on the may be increased to reflect the increased risk. Default interest rates shall be established at the discretion of Craft3. f. Allowance for Losses Allowance for Losses will be determined by the Craft3 Risk Manager. Un-recovered and fully expensed loan losses(write offs)shall be reported to the IRS as taxable income to the defaulted borrower.Craft3 shall document its collection efforts to funders and/or the Advisory Board on request. g. Collection Efforts and Filing Judgments Craft3 will follow its processes and protocols identified in its Credit Policy to guide all collection efforts. X. Marketing and Outreach The Clean Water Loan will be marketed throughout participating jurisdictions.The marketing strategy will be designed to reach the broadest cross section of prospective participants, but place special emphasis on: • Property owners with current or pending citations for noncompliance; Craft3 Clean Water Loan Guidelines 2015 Page 9 of 10 • Property owners proximate to Puget Sound and riparian shorelines; • Property owners proximate to documented water quality problems commonly associated with the presence of human sewage. a. Implementation roles and responsibilities 1. Craft3 is responsible for,design and printing of marketing collateral (such as brochures and handouts)and delivery to participating heath jurisdictions and contractors for distribution throughout the participating counties. 2. Participating health jurisdictions,in partnership with Craft3,will reach out to onsite septic professionals, real estate professionals, and educational groups,to help promote and market the program. 3. Participating health jurisdictions will distributing collateral materials within each county in locations,such as banks, health jurisdictions,social service agencies, real estate offices and other similar locations 4. Craft3 will work closely with participating health jurisdictions and other identified stakeholders to promote the Clean Water Loan. Specific activities will be determined in partnership with each county and may include, but are not limited to: • Monthly or quarterly calls with relevant professionals • Contractor orientations or networking sessions • Public service TV and radio spots; • Advertisements in local media; • Presentations to service clubs,educational organizations, and community groups 5. Craft3 may consider developing specialized marketing materials and offering financial incentives to marketing partners to support successful Loan referrals. XI. Reporting a. Loan Data Craft3 shall report to the Advisory Board on a quarterly basis on program progress. Such reports shall include data specific to each jurisdiction with information,such as: • Number of applicants received • Number of applicants in process Number and dollar amount of loans approved and disbursed • Number of loans declined for credit or risk management reasons Number and dollar amount of defaulted loans • Losses expensed to date and amount of reserve for future losses • Total lending by household income status b. Financial Reporting Craft3 shall provide financial reports, upon request,to the Advisory Board to provide an overview of the financial health of the program. Reports may include information,such as: • Availability of lending resources forfuture program activity;and/or • Status of the loan loss reserve • Revenues derived from fees, interest, contract and grant revenues • Expenses attributable to the delivery of the Clean Water Loan, including indirect administration costs, loss reserves,and the expensing of loan losses; Craft3§hall also make available upon request,the program budget and the findings of its annual independent audit and compliance assessments. Craft3 Clean Water Loan Guidelines 2015 Page 10 of 10 Department of Ecology Agreement WQC-2015-KitPHD-00157 EXHIBIT B (consisting of 40 pages) To INTERLOCAL AGREEMENT Between Clallam County Jefferson County Kitsap County Mason County Kitsap Public Health District AgreenientNo: WQC-2015-KitPED-00157 Page 1 of39 Project Title: Regional Clean Water Revolving Loan Program• Recipient Name: IUTSAP PUBLIC HEALTH DISTRICT DEPARTMENT OF Et State of Washington Agreement WQC-2'O15-KitPHD-00157 WATER QUALITY COMBINED FINANCIAL ASSISTANCE AGREEMENT BETWEEN THE STATE OF WASHINGTON DEPARTMENT OF ECOLOGY AND KITSAP PUBLIC HEALTH DISTRICT This is a binding Agreement entered into by and between the State of Washington,Department of Ecology, hereinafter referred to as`TCOLOGY"and KITSAP PUBLIC HEALTH DISTRICT,hereinafter referred to as the "RECIPIENT"to cagy out with the provided fiords activities described herein. GENERAL INFORMATION Project Title: Regional Clean Water Revolving Loan Program Total Cost: $1,695,000.00 Total Eligible Cost: $1,695,000.00 Ecology Share: $1,494,981.00 Recipient Share: $200,019.00 The Effective Date of this Agreement is: 07/01/2014 The Expiration Date of thus Agreement is no later than 06/30/2017 Project Type: On-Site Sewage System Project Sholt Description: This project is the work of a 4-county partnership that will contract with a third party lender(Lender)to offer financial assistance via inclusive,affordable,"Clean Water"loans to property owners to repair or replace failing On-Site Septic Systems(OSS)in Clallarn,Jefferson,Kitsap,and Mason Counties. The loans will reduce financial barriers to compliance, and contribute to improved water quality benefitting public health,local water quality,and shellfish harvesting areas. Project Long Description: This project will continue the existing Craft3 Clean Water(Septic)Loan Program by expanding the available loan capital and unproving the outreach capabilities of participating Local Health Jurisdiction(LHJ)partners.The LHJ partners will contract with a third party lender,selected through an competitive process,to provide loans to property owners. Public grant fiords will be matched with State Revolving Fund(SRF)and/or private dollars(at minimum replenish the Loan Fund in event of defaults. The project budget is mostly dedicated to capitalizing the loan fiord. A ZC 2015-KitPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 2of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: KITSAP PUBLIC HEALTH DISTRICT small portion of grant funds is set aside to help the participating LHFs improve their outreach and awareness building activities in their counties. A ininimiun of 96 Loans treating 12 million gallons of wastewater will directly result from this effort. - The Septic Loan Prograrn provides financial assistance via highly-affordable loans to cover 100 percent of all costs associated with the design,permitting, and installation of an approved OSS repair or replacement. In certain areas, •Moans may also cover the cost of municipal sewer connection. The loan program was expanded to Clallam County in 2011,to serve Dungeness bay and has since expanded county-wide. Loans will be structured to provide inclusive credit and meet the needs of property owners and OSS contractors. Rates and repayment structure will include reduced rates and deferred payment options for borrowers with Iower household incomes. To support compliance and ensure the ongoing water quality,health,and property value benefits,the Lender'wiJl also include a reserve of up to$1,750 for each loan for ongoing inspections,operation and maintenance,and minor repairs. Roles: Each LHJ leads compliance,inspections,permitting,contractor certification,and outreach. The Lender provides loan and fiord management—applications,underwriting,servicing,credit policy,iisk management,loan loss reserve, consumer lending licensing,raising matching fiords,and marketing. An Advisory Board(AB)comprised of participating LHJ representatives and the Lender provides program management and oversight Overall Goal: The overall goal of the program is to restore and protect water quality in the regions streams,salt water and lakes. This will lead to an increase in tidelands available for commercial and recreational shellfish harvest,and will provide healthier waters for swimming and other recreational activities. Additionally,since the program is designed to help people in need,the program will help prevent people from potentially losing their homes to foreclosure,or having to move out because they can't afford repairs. �C-20I54MPHD-00157 AgreementNo: WQC 2015-1CitPHD-00157 Page 3 of39 ProjectTitle: Regional Clean Water Revolving Loan Program Recipient Name: ICTSAP PUBLIC HEALTH DISTRICT RECIPIENT INFORMATION Organization Name: KITSAP PUBLIC HEALTH DISTRICT Federal Tax ID: 42-1689063 DUNS Number: 169167202 Mailing Address: 345 6th St.Suite 300 Bremerton,Washington,98337 Physical Address: Norm Dicks Government Center 345 6th Street Contacts Project Manager- Stuart Whitford Manager-Water PIC 345 6th Street, Suite 300 Bremerton, Washington, 98337 Email: stuart.Whitford@ldtsappublichealth.org Phone: (360)337-5674 Billing Contact Kelly Evans Accounting Assistant 345-6th Street Suite 300 Bremerton,Washington,98337 Email: kelly.evansgdtsappublichealtli.org Phone: (360)337-5272 Authorized Scott Daniels Signatory Administrator 345 6th Sheet, Suite 300 Bremerton,Washington,98337 Email: scoff.danielsgdtsappublicliealth.org Phone: (360)337-5287 ZC2015-KitPHD-00157 Agreement No: WQC-2015-KitPHD-00157 Page 4 of39 ProjectTitle: Regional Clean Water Revolving Loan Program RecipientName: KITSAP PUBLIC HEALTH DISTRICT ECOLOGY INFORMATION Mailing Address: Department of Ecology Water Quality PO BOX 47600 Olympia,WA 98504-7600 Physical Address: Water Quality 300 Desmond Drive Lacey,WA 98503 Contacts Project Melanie Tyler Manager P.O.Box 47600 Olympia,Washington,98504-7600 Email: mety461@ecy.wa.gov Phone: (360)407-7489 Financial. Melanie Tyler Manager P.O.Box 47600 Olympia,Washington,98504-7600 Email: mety461@ecy.wa.gov Phone: (360)407-7489 qC-2015-M(PHD-00157 AgreementNo: WQC-20151(itPHD-00157 Page 5of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IUTSAP PUBLIC HEALTH DISTRICT RECIPIENT agrees to fiunish the necessary personnel,- equipment, materials, services, and otherwise do all things necessary for or incidental to.the-performance of work as set forth in the Scope of Work. RECIl'IENT• ~agrees to read,' understand, and accept all information contained within -this entire Agreement. Furthennore, RECIPIENT acknowledges that they have reviewed the terms and conditions of this Agreement, Scope of Work, attachments,. all incorporated or referenced documents, as well as, all applicable laws, statutes, rules, regulations,and guidelines mentioned in this Agreement. This Agreement contains the entire understanding between the- parties, and there are no other understandings or representations other than as set forth,or incorporated by reference,herein. This Agreement shall- be subject to the written approval of Ecology's authorized representative and shall not be binding until so approved. The signatories to this Agreement represent that they have the authority to execute this Agreement. IN WITNESS WHEREOF,the parties hereby sign this Agreement Washington State AU HEALTH DISTRICT Department of Ecology 2. -2 -1GPrograrn nager Date Date Heather Bartlett Administrator Water Quality 2C 2015-ICitPHD-00157 AgreementNo: WQC-2015-I{itPHD-00157 Page 6 of39 Project Title: Regional Clean Water Revolving Loan Program RecipientName: KITSAP PUBLIC HEALTH DISTRICT Board of County Commissioners,Kitsap County,WA EDWARD E.WOLFE,Chair Date Board f County Commissioners,Kitsap County,WA Off•E01V1/�j�\ CHARLOTTE GARRIDO,Commissioner Date �Z T in _! 7GELDER�, bjnmissioner Commissioners,Kitsap County,WA Co COv Date Attest ' -Z////(,a Dana Daniels,Clerk of the Board Date )C-2015-KitPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 7 of 39 Project Title; Regional Clean Water Revolving Loan Program Recipient Name: IMSAP PUBLIC HEALTH DISTRICT SCOPE OF WORK Task Number: 1 Task Cost:$12,500.00 Task Title: ProjectAdministcation/Management Task Description: A. The RECIPIENT will administer the project. Responsibilities will include,but not be limited to: maintenance of .)roject records;submittal of requests for reimbursement and corresponding backup documentation, progress reports ind recipient closeout report(including photos); compliance with applicable procurement, contracting,and interlocal agreement requirements;application for,receipt of,and compliance with all required permits,licenses,easements,or )roperty rights necessary for the project;and submittal of required performance items. 3.The RECIPIENT must manage the project. Efforts will include: conducting,coordinating,and scheduling project activities and assuring quality control. Every effort will be made to maintain effective communication with the MCIPIENT's designees;ECOLOGY;all affected local,state, or federal jurisdictions;and any interested individuals or Xoups. The RECIPIENT roust carry out this project in accordance with any completion dates outlined in this greement. ask Goal Statement: ?roperly managed project that meets agreement and Ecology administrative requirements. ask Expected Outcome: Timely and complete submittal of requests for reimbursement,quarterly progress reports and recipient closeout ;port.. Properly maintained project documentation ecil�ient Task Coordinator: Stuart Whitford Project Administration/Management Deliverables Number Description Due Date 1.1 Progress Reports 06/30/2017 1.2 Recipient Closeout Report 06/30/2017 1.3. Project Outcome Summary Report 06/30/2017 )C-2015-KitPHD-00157 Agreement No: WQC-2015-KitPHD-00157 Page 8 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT SCOPE OF WORK Task Number: 2 Task Cost:$12,500.00 Task Title: Loan Program Administration Task Description: A.The RECIPIENT will officially administer the loan Rind,approve/deny loan applications,and establish and document the repayment criteria in accordance with the Clean Water Loan guidelines ,the prog am's governing loan policy document. B.The RECIPIENT will submit to ECOLOGY for its approval an implementation plan and schedule for the project. The plan and schedule will include local loan Rurd program processes and procedures,milestone dates for loan marketing activities,numbers of loan applications and closures,disbursement,application criteria and deadlines,and )ther loan program information.The RECIPIENT or its designees will also submit to ECOLOGY,upon request, .-edacted copies of Clean Water Loan documents. The RECIPIENT will support outreach and advertisement of the availability of affordable loans by developing and printing collateral materials(e.g.brochures),man4ging a website to provide loan information,conducting outreach to :ounty-certified OSS contractors,participation in local outreach activities,where relevant,and providing other support o local health jurisdiction representatives'.outreach efforts. . a. Ecology understands and accepts that Kitsap County and the RECIPIENT have no authority or jurisdiction over )eifonnance of the Project in other counties,thus Kitsap County and the RECIPIENT's role in the Agreement are as idrninistrators of the Project for a 4-county partnership(Clallam,Jefferson,Kitsap,and Mason Counties)pursuant to ZCW 39.34.030. mplernentation of the Project and disbursement of fiends shall not occur unless and until execution of an interlocal greement by and between the RECIPIENT and Clallam,Jefferson,Kitsap,,and Mason Counties pursuant to chapter 9.34 RCW. This agreement will establish a 4-county partnership to contract with a third party lender(Craft 3)to ffer financial assistance for"Clean Water"loans to property owners to repair or replace failing onsite sewage systems DSS)in Clallam,Jefferson,Kitsap,and Mason Counties. Kitsap County and the RECIPIENT'ssignatures to the Lgreement with Ecology signifies that,upon execution of an interlocal agreement establishing the 4-county artnerslup, Kitsap County and the RECIPIENT,as administrators of the Project for the 4-county partnership,assume . ay and all obligations for repayment of the State Revolving Fund loan portion of the Agreement with Ecology. ask Goal Statement: ?ffective management and growth of the revolving loan Rind by minimizing risk,maximizing water quality and public ealtb benefits,in adherence with state and local consumer lending regulations. The Lender will maintain loan mtfolio health using servicing and credit risk management practices to ensure that Rinds will be repaid and re-loaned, artaers will be supported with marketing materials and outreach tools to drive loan production.' ssk Expected Outcome: -Administration of the loan fiend and management of loan guidelines and credit riser management policies and •ocedures in accordance with relevant consumer lending regulations. Submittal of an implementation plan and schedule. Creation of loan marketing materials and distribution to partners. QC-2015-KitPHD-00157 AgreementNo: WQC-2015-KitPHD-00.157 Page 9 of39 Project Title: Regional Clean Water Revolving Loan Prooram Recipient Name: K ITSAP PUBLIC HEALTH DISTRICT Recipient Task Coordinator: Lender Loan Program Administration Deliverables Number Description Due Date 2.1 Request for Proposal for participating Lender 06/30/2017 2.2 Contract with participating Lender 06/30/2017 2.3 Implementation plan and schedule 06/30/2017 2.4 Marketing materials 06/30/2017 )C-2015-IGtPHD-00157 Agreement No: WQC-2015-KitPHD-00157 Page 10of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: KITSAP PUBLIC HEALTH DISTRICT SCOPE OF WORK Task Number: 3 Task Cost: $1,610,000.00 Task Title: Financial Assistance to Homeowners Task Description:, A.The RECIPIENT or its designees will provide loans to private entities to repair or replace failing on-site sewage 3ystelns.The RECIPIENT or its designees will fulfill ECOLOGY match requirements through the use of SRF and/or private dollars to fund individual on-site septic system repairs or replacements,or connection to municipal sewer lines, _tpon approval by the Local Health Jurisdiction.Loan interest rates and terns will be based on a predetermined scale iepending on the financial capability of the property owner. 3. Small Commercial On-Site Sewage System Repair and Replacement. The RECIPIENT may provide loans to ,ligible small commercial enterprises for repair or replacement of on-site sewage systems. The definition of"small ,ommercial"requires that the average daily flows from any one single business cannot exceed 3,500 gallons per day. Chese enterprises may include public lodging(including motels,hotels,and bed and breakfast establishments),rentals :apartments,duplexes,or houses),small restaurants,stores,or taverns. Cask Goal Statement: The SRF loan will continue to expand and advance towards the long-term goal of self-sufficiency. Property owners seeding financial assistance to repair or replace their septic systems and fund ongoing O&M or connect to municipal ewer systems(when approved by the county),will gain access to inclusive credit. ask Expected Outcome: k minimum of 96 loans will be originated resulting in a minimum of 96 repaired/replaced septic systems. .ecipient Task Coordinator: Lender Financial Assistance to Homeowners Deliverables Number Description Due Date 3.1 Documentation of 96 Clean Water Loans 06/30/2017 3.2 Quarterly ieporting on loan production,including overall LLR Status 06/30/2017 ZC 2015-KitPHD-00157 Agreement No: WQC-2015-KitPHD-00157 Page 11 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IQTSAP PUBLIC HEALTH DISTRICT SCOPE OF WORK Task Number: 4 Task Cost: $60,000.00 Task Title: Outreach and Education Cask Descries A.The RECIPIENT or its designees will support efforts to identify and pursue enforcement of failing septic systems ry leading Clean Water loan outreach efforts to reduce the financial barriers to addressing failing septic systems: activities will include,but are not limited to,mailings;newsletter aunounceinents, convening septic educational. :lasses,local media stories and advertisements,coordination with local community partners,OSS contractors,and 'ollution Identification and Correction efforts. :ask Goal Statement: Maintain and expand awareness of the Clean Water-Loan with an emphasis on building awareness amongst financially istressed homeowners with failing septic systems. ask Expected Outcome: I-Finalize marketing plan. -Advertisement of the loan prograin—low-income residents,OSS contractors,,real estate professionals,general public wareness of CIean Water Loan resulting in submission of Clean Water loan applications. ecipient Task Coordinator: Stuart Whitford Outreach and Education Deliverables Number Description Due Date 4.1 Marketing strategy 06/30/2017 4.2 Quarterly reporting on key outreach activities 06/30/2017 IC-2015-I{itPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 12 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC BEALTH DISTRICT BUDGET Funding Distribution EG150035 Funding Title: Centennial Grant without snatch Funding Type: Grant Funding Expiration Date: 06/30/2017 Funding Effective Date: 07/0 112 0 1 4 funding Source: Title: Centennial-SFY15 Type: State CFDA: Assistance Agreement: Description: The Centennial Clean Water Program provides grants for nonpoint source pollution f control activity projects and wastewater facility construction projects in smaller, financially distressed communities.' :ecipient"Match%: 0 aKind Interlocal Allowed: No JCind OtherAllowed: No this Funding Distribution used to match a federal grant? No Centennial Grant without match Task Total ProiectAdministration/Management $ 12,500.00 Loan Program Administration $ 12,500.00 Outreach and Education $ •60,000.00 Total: $ 85,000.00 ZC-2015-KitPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 13 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT BUDGET Funding Distribution EGIS0036 Funding Title: Centennial Grant with Match Funding Type: Grant Funding Expiration Date: 06/30/2017 Funding Effective Date: 07/01/2014 ?unding Source: Title: Centennial-SFY15 Type: State CFDA: Assistance Agreement: Description: The Centennial Clean Water Program provides grants for nonpoint source pollution control activity projects and wastewater facility construction projects in smaller, financially distressed communities. 'ecipient Match%: 32.79 nKind Interlocal Allowed: Yes 3Kind Other Allowed: No this Funding Distribution used to match a federal grant? No Centennial Grant with Match Task Total Financial Assistance to Homeowners $ 610,000.00 Total: $ 610,000.00 )C 2015-ICitPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 14of39 Project Title: Regional Clean Water Revolving Loan.Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT BUDGET Funding Distribution EL150037 Funding Title: State Revolving Fund Funding Type: Loan Funding Expiration Date: 06/30/2017 Funding Effective Date: 07/01/2014 Funding Source: Title: CWSRF-SFY15 Type: Federal CFDA: 66.458 Assistance Agreement: Description: Clean Water State Revolving Fund-This grant will provide additional capital for Washington's Water Pollution Control Revolving Fund. This capital will be used to offer low interest loans to projects that will address the state's high priority water quality needs. The projects receiving financial assistance will generally protect and restore water quality and aquatic habitat. tecipient Match%: 0 hKind InterlQcal Allowed: No nKind Other Allowed: No s this Funding Distribution used to match a federal grant? No ?ffective Interest Rate: 1.4% Interest Rate:0.4% Admin Charge: l% terms: 5 years 'roject Start Date: 07/01/2014 Project Completion Date: 06/30/2017 'estimated Initiation of Operation date: ,oan Security: General Obligation Debt of the Recipient or the state of Washington 'inal'Accrued Interest: $ 'inal Loan Amount: $ repayment Schedule Number: 2056 State Revolving Fund Tash Total . Financial Assistance to Homeowners $ 1,000,000.00 Total: $ 1,000,000.00 j QC 2015-ICitPHD-00157 AgreementNo: WQC-2015-KitPHD-00157 Page 15 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT Fundine Distribution Summary Recipient/Ecology Share Funding Distribution Name Recipient Match% Recipient Share Ecology Share Total Centennial Grant with Match 32.79 % $ 200,019.00 $ 409,981.00 $ 610,000.00 Centennial Grant without 0.00 % $ 0.00 $ 85,000.00 $ 85,000.00 match State Revolving Fund 0.00 % $ 0.00 $ 1,000,000.00 $ 1,000,000.00. Total $ 200,019.00 $ 1,494,981.00 $ 1.695.000.00 AGREEMENT SPECIFIC TERMS AND CONDITIONS N/A SPECIAL TERMS AND CONDITIONS SECTION 1: DEFINITIONS Unless otherwise provided,the following terms will have the respective meanings for all purposes of this agreement: "Administration Charge"means a charge established in accordance with Chapter 90.50A RCW and Chapter 173-98 WAC,to be used to pay Ecology's cost to administer the State Revolving Fund by placing a percentage of the interest earned in an Administrative Charge Account. "Administrative Requirements"means the effective edition of ECOLOGY's ADMINISTRATIVE REQUIREMENTS FOR RECIPIENTS OF ECOLOGY GRANTS AND LOANS at the signing of this agreement. "Annual Debt Service"for any calendar year means for any applicable bonds or loans including the loan,all interest ?Ius all principal due on such bonds or loans in such year. `Average Annual Debt Service"means,at the time of calculation,the sum of the Annual Debt Service for the remaining years of the loan to the last scheduled maturity of the loan divided by the number of those years. `Centennial Clean Water Program"means the state program funded from various state sources. 'Contract Documents"means the contract between the RECIPIENT and the construction contractor for construction of he project. 'Cost Effective Analysis"means a comparison of the relative cost-efficiencies of two or more potential ways of solving water quality problem as described in Chapter 173-98-730 WAC. Defease" or"Defeasance"means the setting aside in escrow or other special fund or account of sufficient investments nd money dedicated to pay all principal of and interest on all or a portion of an obligation as it comes due. Ecology Administration of Grants and Loans"or"EAGL"means the electronic system Ecology uses to manage grants 2C-2015-ICitPED-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 16of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT and loans. "Effective Date"means the earliest date on whicli eligible costs may be incurred. "Effective Interest Rate"means the total interest rate established by Ecology that includes the Administrative Charge. "Estnnated Loan Amount"means the initial amount of fiends loaned to the RECIPIENT. "Estimated Loan Repayment Schedule"means the schedule of loan repayments over the term of the loan based on the Estimated Loan Amount. "Equivalency"means projects designated by ECOLOGY to meet additional federal requirements. "Final Accrued Interest"means the interest accrued beginning with the first disbursement of funds to the RECIPIENT through such tune as the loan is officially closed out and a final loan repayment schedule is issued. "Final Loan Amount"means all principal of and interest on the loan fiom the Project Start Date through,the Project Completion Date. "Final Loan Repayment Schedule"means the schedule of loan repayments over the term of the loan based on the Final Loan Amount. `Forgivable Principal"means the portion of a loan that is not required to be paid back.by the borrower. "General Obligation Debt"means an obligation of the RECIPIENT secured by annual ad valorem taxes levied by the RECIPIENT and by the full faith,credit,and resources of the,RECIPIENT. "General Obligation Payable from Special Assessments Debt"means an obligation of the RECIPIENT secured by a 'valid general obligation of the Recipient payable fiom special assessments to be imposed within the constitutional and statutory tax limitations provided by law without a vote of the electors of the RECIPIENT on all of the taxable property within the boundaries of the RECIPIENT. "Gross.Revenue"means all of the earnings and revenues received by the RECIPIENT fiom the maintenance and operation of the Utility and all earnings fiom the investment of money on deposit in the Loan Fund,except(i)Utility Local Improvement Districts(ULID)Assessments, (ii)government grants,(iii)RECIPIENT taxes,(iv)principal proceeds of bonds and other obligations,or(v)earnings or proceeds(A)from any investments in a trust,Defeasance,or escrow fiind created to Defease or refund Utility obligations or(B)in an obligation'redemption fund or account other than the Loan Fund until commingled with other earnings and revenues of the,Utility or(.C)held in a special account for the purpose of paying a rebate to the United States Government under the Internal Revenue Code. "Guidelines"means the ECOLOGY's Funding Guidelines that that correlate to the State Fiscal Year in which the ?roject is funded. `Initiation of Operation Date"means the actual date the Water Pollution Control Facility financed with proceeds of the oan begins to operate for its intended purpose. `Loan"means the Washington State Water Pollution Control Revolving Fund Loan or Centennial Clean Water Fund note this leaest ®r QC 2015-KitPHD-oo157 Agreement No: WQC-2015-ICitPHD-00157 Page 17 of39 . Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT "Loan Amount"means either an Estimated Loan Amount or a Final Loan Amount,as applicable. "Loan Fund"means the special fund of that name created by ordinance or resolution of the RECIPIENT for the repayment of the principal of and interest on the loan. "Loan Security"means the mechanism by which the RECIPIENT pledges to repay the loan. "Loan Term"means the repayment period of the loan. "Maintenance and Operation Expense"means all reasonable expenses incurred by the RECIPIENT in causing the Utility to be operated and maintained in good repair,working order,and condition including payments to other parties, but will not include any depreciation or RECIPIENT levied taxes or payments to the RECIPIENT in lieu of taxes. "Net Revenue"means the Gross Revenue less the Maintenance and Operation:Expense. "Original Engineer's Estimate"means the engineer's estimate of construction costs included with bid documents. "Principal and Interest Accourif'means,for a loan that constitutes Revenue-Secured Debt,the account of that name created in the loan fiord to be first used to repay tlfe principal of and interest on the loan. "Project"means the project described in this agreement. "Project Completion Date"means the date specified in the agreement on which the Scope of Work will be fully completed. "Project Schedule"means that schedule for the project specified in the agreement. "Reserve Account"means,for a loan that constitutes Revenue-Secured Debt,the account of that name created in the loan fiord to secure the payment of the principal of and interest on the loan. "Revenue-Secured Debt"means an obligation of the RECIPIENT secured by a pledge of the revenue of a utility and one not a general obligation of the RECIPIENT. "Risk-Based Determination"means an approach to sub-recipient monitoring and oversight based on risk factors associated to a RECIPIENT or project. `Scope of Work"means the tasks and activities constituting the project. `Section 319"means the section of the Clean Water Act that provides funding to address nonpoint sources of water )oltution. 'Senior Lien Obligations"means all revenue bonds and other obligations of the RECIPIENT outstanding on the date of .xecution of this loan agreement(or subsequently issued on a parity therewith,including refunding obligations)or ssued after the date of execution of this loan agreement having a claim or lien on the Gross Revenue of the Utility prior nd superior to the claim or lien of the loan,subject only to Maintenance and Operation Expense. State Water Pollution Control Revolving Fund(Revolving Fund)"means the water pollution control revolving fund #abHshred-ti,y-Chapter.90.50 A.020 R-C !. ZC-201 s-ICitPHD-00157 AgreementNo: WQC-2015-KitPHD-00157 Page 18 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: HITSAP PUBLIC HEALTHDISTRICT "Termination Date"means the effective date ofECOLOGY's termination ofthe agreement. "Termination Payment Date"means the date on which the RECIPIENT is required to repay to ECOLOGY any outstanding balance of the loan and all accrued interest. "Total Eligible Project Cost"means the sum of all costs associated with a water quality project that have been determined to be eligible for ECOLOGY grant or loan funding. "Total Project Cost"means the stem of all costs associated with a water quality project,including costs that are not eligible for ECOLOGY grant or loan funding. "ULID"means any utility local improvement district of the RECIPIENT created for the acquisition or construction of additions to and extensions and betterments of the Utility. "ULID Assessments"means all assessments levied and collected in any ULID. Such assessments are pledged to be paid into the Loan Fund(less any prepaid assessments permitted by law.to be paid into a construction fiend or account). ULID Assessments shall include principal installments and any interest or penalties which may be due. "Utility"means the sewer system,stormwater system,or the combined water and sewer'system of the RECIPIENT,the Net Revenue of which is pledged to pay and secure the loan. SECTION 2: THE POLLOWING CONDITIONS APPLY TO ALL RECIPIENTS OF WATER QUALITY COMBINED FINANCIAL ASSISTANCE FUNDING. The Water Quality Financial Assistance Funding Guidelines are included in this agreement by reference. A.Architectural and Engineering Services: The RECIPIENT certifies by signing this agreement that the requirements of Chapter 39.80 RCW, "Contracts for Architectural and Engineering Services,"have been,or shall be,met in procuring qualified architectural/engineering services. The RECIPIENT shall identify and separate eligible and ineligible costs in the final negotiated agreement and submit a copy of the agreement to ECOLOGY. B.Best Management Practices(BMP)Implementation: If the RECIPIENT installs BMPs that are not approved by ECOLOGY prior to installation,the RECIPIENT assumes the risk that part or all of the reimbursement for that activity may be delayed or ineligible. For more details regarding BNT Implementation,please reference the Water'Quality Financial Assistance Funding Guidelines available on ECOLOGY's Water Quality Program funding website. C. Cultural and Historic Resources Protection Compliance with Environmental Laws and Regulations. The RECIPIENT shall: 1)The RECIPIENT shall comply with all applicable federal,state and local enviroiumental laws,statutes,regulations, executive orders,and permits. 2)The RECIPIENT shall comply with Ecology's Archaeological Resource and Historic Property review process.The RECIPIENT agrees that in no case shall construction activities,ground disturbance,or excavation of any kind,begin wtil provisions of this process are complied with.The RECIPIENT is responsible for developing a complete 'nadvertent Discovery Plan(IDP). The IDP must be immediately available by request by any party.An IDP must be lmmediately available and be implemented to address any discovery. The RECIPIENT shall implement the procedures the Md.. gdiately nati ,Rrnr n� -flip TlPn�rtmPnt(>f pi�,hPolp��d Historic Pregeryatil3n (DA_T:P),and ribal representatives if human remains, cultural,or archeological resources are discovered in the course of construction. QC 2015-KitPHD-00157 AgreemontNo: WQC 2015-KitPHD-00157 Page I9 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: KITSAP PUBLIC HEALTHDISTRICT For more details regarding requirements under this provision,please reference the Water Quality Financial Assistance Funding Guidelines available on ECOLOGY's Water Quality Program funding website. D.Electronic Fund Transfers: The RECIPIENT must register as a statewide vendor in order to receive payment reirrrbursement.Washington State's Department of Enterprise Services(DES)issues all payments.DES maintains a central vendor file for Washington State agency use to process vendor payments.The RECIPIENT can complete the registration process online at http://des.wa.gov/services/ContiactingPurchasink/Business/VendorPay/Pages/default.aspx. This registration process also allows The RECIPIENT to sign up for direct deposit payments,also known as electronic fund transfers(EFT). If The RECIPIENT have questions about the vendor registration processor setting up direct deposit payments contact DES at the Payee Help Desk at(360)664-7779 or payeehelpdesk@des.wa.gov. E.Equipment Purchase: Equipment not included in the scope of work or a construction plan and specification approval must be pre-approved by ECOLOGY's project manager before purchase. F.Funding Recognition: The RECIPIENT must inform the public about ECOLOGY or any EPA(see Section 3 for Section 319 funded projects or 7 for SRF fimded projects)funding participation in thus project through the use of project signs, acknowledgement in published materials,reports,the news media,websites,or other public amiouuncements. Projects addressing site-specific locations must utilize appropriately sized and weather-resistant signs. Sign logos are available fiom ECOLOGY upon request. G. Growth Management Planning:The RECIPIENT certifies by signing this agreement that it is in compliance with the requirements of Chapter 36.70A RCW,"Growth Management Planning by Selected Counties and Cities," If the status of compliance changes, either through RECIPIENT or legislative action,the RECIPIENT shall notify ECOLOGY in writing of this change within 30 days. H.Interlocal:The RECIPIENT certifies by signing this agreement that all negotiated interlocal agreements necessary For the project are, or shall be,consistent with the terms of this agreement and Chapter 39.34 RCW,"Interlocal Cooperation Act." The RECIPIENT shall submit a'copy of each interlocal agreement necessary for the project to ECOLOGY. :.Lobbying and Litigation: Costs incurred for the purposes of lobbying or litigation'are not eligible for funding under Iris agreement. Post Project Assessment Survey:The RECIPIENT agrees to participate in a brief survey regarding the key project esults or water quality project outcomes and the status of long-term environmental results or goals from the project tpproxunately three years after project completion. A representative from ECOLOGY's Water Quality Program may :ontact the RECIPIENT to request this data. ECOLOGY may also conduct site interviews and inspections,and may itherwise evaluate the project,as part of this assessment. :.Project Status Evaluation:ECOLOGY may evaluate the status of this project 18 months from the effective date of its agreement.ECOLOGY's Project Manager and Financial Manager will meet with the RECIPIENT to review pending trends, completion of outcome measures,and overall project administration and performance. If the ECIPIENT fails to make satisfactory progress toward achieving project outcomes,ECOLOGY may change the scope f work,reduce grant Rinds, or increase oversight measures. Technical Assistance: Technical assistance for agriculture activities provided under the terms of this agreement shall e consistent with the current U.S.Natural Resource Conservation Service("NRCS")Field Office Technical Guide for ____4on State. However,ECOLOGYmay accept as eligihle.teclmical assistance,_proposed practices, or•-project ,signs that do not meet these standards if approved in writing by the NRCS and ECOLOGY. IC-2015-KitPHD-00157 Agreement No: WQC 2015-ICitPHD-00157 Page 20 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT SECTION 3: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND ONLY CENTENNIAL CLEAN WATER FUNDED PROJECTS BEING USED TO MATCH SECTION 319 FUNDS. The RECIPIENT must submit the following documents to ECOLOGY before this agreement is signed by ECOLOGY: 1.Federal Funding Accountability and Transparency Act(FFATA)Form,available on the Water Quality Program website. 2.Clean Water Act Section 319 Initial Data Reporting Sheet or the"Section 319 Initial Data Reporting"form in EAGL. A.Data Reporting: The RECIPIENT must complete and submit the"Clean Water Act Section 319 Initial Data Reporting Sheet"form in EAGL prior to Ecology signing the agreement. B.Load Reduction Reporting: The RECIPIENT shall complete the"Section 319 Annual Load Reduction Reporting" form in EAGL by January 15 of each year and at project close-out. ECOLOGY may hold reimbursements until the RECIPIENT has completed the form. This form is used to gather information on pollutant load reduction for each best management practice(BMP)installed as apart of this project. C.Time Extension: The RECIPIENT may request a one-tune extension for up to 12 months.However,the time extension cannot exceed the time limitation established in EPA's assistance agreement. In the event a time extension is requested and approved by ECOLOGY, the RECIPIENT must complete all eligible work performed tinder this agreement by the expiration date. SECTION 4: THE FOLLOWING CONDITIONS APPLY TO SECTION 319 AND STATE REVOLVING FUND (SRF)LOAN FUNDED PROJECTS ONLY. A.Audit Requirements: In accordance with 2 CFR 200.501(a),the RECIPIENT agrees to obtain a single audit frbm an independent auditor, if their organization expends M0,000 or more in total Federal funds in their fiscal year.The RECIPIENT must submit the form SF-SAC and A Single Audit Report Package within 9 months of the end of the fiscal year or 30 days after receiving the report fiom an independent auditor.The SF-SAC and a Single Audit Report Package MUST be submitted using the Federal Audit Clearinghouse's Internet Data Entry System available at: https://harvester.census.gov/fac/Collect/ddeindex.litrml.For complete information on how to accomplish the single audit submissions,go to the Federal Audit Clearinghouse Web site:littp://Iiaivester.census.gov/fac/. B.Archaeological Resources and Historic Properties(Section 106):See Section 2.0 of the terms and conditions of this agreement,the RECIPIENT shall comply with the additional requirements under section 106 of the National Historic ?reservation Act(NHPA,36 CFR 800) Consultant Cap: The RECIPIENT shall ensure that grant or loan fluids provided under this agreement to be used to reimburse for costs incurred by individual consultants(excluding overhead)is limited to the maximum daily rate for revel IV of the Executive Schedule(formerly GS-18),,to be adjusted annually. This limit applies to consultation : vices of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not nclude transportation and subsistence costs for travel performed. Contracts for services awarded using the irocurement requirements in 40 CFR Parts 30 or 31,as applicable, are not affected by this limitation unless the terms of he contract provide the RECIPIENT with responsibility for the selection,direction,and control.of the individuals who hall be providing services under the contract at an hourly or daily rate of compensation.See 40 CFR 30.27(b)or 40 'I RR- iti wal in. �yatino X-2015-ICitPHD-00157 Agreement No: WQC 2015-KitPHD-00157 Page 21 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IQTSAP PUBLIC HEALTH DISTRICT D.Data Universal Numbering System(DUNS)and Central Contractor Registration(CCR)Requirements: RECIPIENTs shall have a DUNS number. Unless exempted fioni this requirement under 2 CFR 25.110,the RECIPIENT must ensure that the organization's information in the System for Award Management(SAM), littps://www.sain.gov,is kept current through project closeout. This requires that the RECIPIENT reviews and updates the information at least annually after the initial registration,and more frequently if information changes. E.Disadvantaged Business Enterprise(DBE): General Compliance,40 CFR,Part 33. The RECIPIENT agrees to comply with the requirements of the Environmental Protection Agency's Program for Utilization of Small,Minority, and Women's Business Enterprises(MBE/WBE)40CFR,Part 33 in procurement under this agreement. Non-discrimination Provision. The RECIPIENT shall not discriminate on the basis of race,color,national origin or sex in the performance of this agreement. The RECIPIENT shall cany out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the RECIPIENT to carry out these requirements is a material breach of this agreement which may result in the termination of thus contract or other legally available remedies. The RECIPIENT shall comply with all federal and state nondiscrimination laws,including,but not limited to Title VI and VII of the Civil Rights Act of 1964,Section 504 of the Rehabilitation Act of 1973,Title IX of the Education Amendments of 1972,the Age Discrimination Act of 1975,and Chapter 49.60 RCW,Washington's Law Against Discrimination,and 42 U.S.C. 12101 et seq,the Ainericans with Disabilities Act(ADA). In the event of the RECIPIENT's noncompliance or refusal to comply with any applicable nondiscrimination law, regulation,or policy,this agreement may be rescinded,canceled,or terminated in whole or in part, and the RECIPIENT may be declared ineligible for further finding from ECOLOGY. The RECIPIENT shall,however,be given a reasonable time in which to cure this noncompliance. Six Good Faith Efforts,40 CFR,Part 33, Subpart C. The RECIPIENT agrees to make the following good faith efforts whenever procuring construction,equipment,services and supplies under this agreement. Records documenting -ornpliance with the following six good faith efforts shall be retained: 1)Ensure Disadvantaged Business Enterprises are made aware of contracting opportunities to the fullest extent 7racticable through outreach and recruitment activities. For Indian Tribal, State and Local and Government 3ECIPIENTs,this shall include placing Disadvantaged Business Enterprises on solicitation lists and soliciting them whenever they are potential sources. !)Make information on forthcoming opportunities available to Disadvantaged Business Enterprises and arrange time names for contracts and establish delivery schedules,where the requirements permit,in a way that encourages and acilitates participation by Disadvantaged Business Enterprises in the competitive process.This includes,whenever iossible,posting solicitations for bids or proposals for a minimum of thirty(30)calendar days before the bid or noposal closing date. )Consider in the contracting process whether fn7ns competing for large contracts could subcontract with )isadvantaged Business Enterprises.For Indian Tribal,State and Local Government RECIPIENTS,this shall include ividing total requirements when economically feasible into smaller tasks or quantities to pen-nit maximum articipation by Disadvantaged Business Enterprises in the competitive process. Encourage contracting with a consortium of Disadvantaged Business Enterprises when a contract is too large for one Riesefimstehsadle i rC 2015-ICitPHD-00157 Agreement No: WQC 2015-ICitPHD-00I57 Page n of 39 Project Title: Regiongl Clean Water Revolving Loan Program Recip lent Name: KITSAP PUBLIC HEALTH DISTRICT 5)Use services and assistance of the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 6)If the prime contractor awards subcontracts,require the prime contractor to take the five good faith,efforts steps in paragraphs 1 through 5 above. The RECIPIENT also agrees to submit ECOLOGY'S MBE/WBE participation report"Form D"with each payment request. Contract Administration Provisions,40 CFR,Section 33.302. 'The RECIPIENT agrees to comply with the contract administration provisions of 40 CFR,Section 33.302. The RECIPIENT shall include the following terms and conditions in contracts with all contractors,subcontractors, engineers,vendors,and any other entity for work or sel vices pertaining to this agreement. "The Contactor will not discriminate on the basis of race, color,national origin or sex in the performance of this Contact.The Contractor will carry out applicable requirements of 40 CFR Part 33 in the award and administration of contracts awarded under Environmental Protection Agency financial agreements.Failure by the Contactor to carry out these requirements is a material breach of this Contract which may result in termination of this Contact or other legally available remedies." Bidder List,40 CFR, Section 33.501(b)and(c). The RECIPIENT agrees to create and maintain a bidders list. The bidders list shall include the following information for all firms that bid or quote on prime contracts,or bid or quote subcontracts,including both MBE/WBEs and non-MBE/WBEs. 1.Entity's name with point of contact 2.Entity's mailing address,telephone number,and e-mail address f 3.The procurement on which the entity bid or quoted,and when 4.Entity's status as an MBE/WBE or non-MBE/WBE F.Funding Recognition and Outreach:In addition to Section 2.17 of these Terns and Conditions,the RECIPIENT shall provide signage that informs the public that the project is funded by EPA. The signage shall contain the EPA logo and follow usage requirements available at http://"w2.epa.gov/stylebooldusing-epa-seal-and-logo. To obtain the appropriate EPA logo or seal graphic file,the RECIPIENT may send a request to their Ecology's Financial Manager. To increase public awareness of projects serving communities where English is not the predominant language, RECIPIENTS are encouraged to provide their outreach strategies communication in non-English languages. Translation costs for thus purpose are allowable,provided the costs are reasonable. The RECIPIENT shall use the following paragraph in all reports,documents,and signage developed under this agreement: `This project has been funded wholly or in part by the United States Environmental Protection Agency under an j.ssistance agreement to the Washington State Department of Ecology. The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency,nor does the mention of trade names or :onunercial products constitute endorsement or recommendation for use." rl-gtel 14-a-ta-1 FUs ga&ty AGt; The uR('inra►.rr atoll en nra+1, +a all G arP fnr r�nfPrPncPS,m i gq,cnnyentionR or raining seminars funded in whole or in part with federal finds complies with the protection and control guidelines of QC-2015-1CitPHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 23 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: KITSAP PUBLIC HEALTH DISTRICT the Hotel and Motel Fire Safety Act(15 USC 2225a,PL 101-391,as amended).Recipients may search the Hotel-Motel National Master List at littp://www.usfa.dhs.gov/applications/hotel/to see if a property is in compliance,or to find other information about the Act.Pursuant to 15 USC 2225a H.Trafficking In Persons: The RECIPIENT and RECIPIENT employees that are private entities shall not engage in forns of trafficking in persons during the period of time this agreement is effective. This includes,but is not limited to the procurement of a commercial sex act or forced labor. The RECIPIENT shall notify ECOLOGY immediately of any information received from any source alleging a violation under this provision. SECTION 5: THE FOLLOWING CONDITIONS APPLY TO STATE REVOLVING FUND(SRF)LOAN FUNDED PROJECTS ONLY. The RECIPIENT must submit the following documents/forms to ECOLOGY before this agreemenit is signed by ECOLOGY: 1. Opinion of RECIPIENT's Legal Council 2.Authorizing Ordinance or Resolution 3.Federal Ftmding Accountability and Transparency Act(FFATA)Form 4. State Revolving Fund(SRF)Federal Reporting Information form available in EAGL 5.Fiscal Sustainability Plan Certification(only required if the project includes construction of a wastewater or stormwater facility construction.) A.Alteration and Eligibility of Project:_During the term of this agreement,the RECIPIENT(1)shall not materially alter the design or structural character of the project without the prior written approval of ECOLOGY and(2)shall take no action which would adversely affect the eligibility of the project.as defined by applicable fiinding program rules and state statutes,or which would cause a violation of any covenant,condition, or provision herein. B.American Iron and Steel(Buy American): This loan provision applies to projects for the construction, alteration, maintenance, or repair of a"treatment works"as defined in the Federal Water Pollution Control Act(33 USC 1381 et 3eq.) The RECIPIENT shall ensure that all iron and steel products used in the project are produced in the United States. Iron and Steel products means the following products made prirnarily of iron or steel:lined or unlined pipes and Fittings',manhole covers and other municipal castings,hydrants,tanks,flanges,pipe clamps and restraints,valves, ;tructural steel,reinforced precast concrete,and construction materials. The RECIPIENT may request waiver from this -equirement from the Administrator of the Environmental Protegtion Agency.The RECIPIENT must coordinate all Naiver requests through ECOLOGY. This provision does not apply if the engineering plans and specifications for the n-oj ect were approved by ECOLOGY prior to January 17;2014. ECOLOGY reserves the right to request locumentation of RECIPIENT'S compliance with this provision. Authority of RECIPIENT:This agreement is authorized by the Constitution and laws of the state of Washington, ncluding the RECIPIENT's authority,and by the RECIPIENT pursuant to the authorizing ordinance or resolution. The MCIPIENT shall submit a copy of the authorizing ordinance or resolution to the ECOLOGY Financial Manager before his agreement wil be signed by ECOLOGY. ).Fiscal Sustainability Plan Certification:The RECIPIENT shall submit a completed Fiscal Sustainability Plan :ertification before this agreement is signed by ECOLOGY. The Fiscal Sustainability Plan Certification is available --om the ECOLOGY Financial Manager or on the Water Quality Program website. r Free Service:The RECIPIENT shall not fUrnish utilif y seivice to any customer free of charge if providing that free ,rvice affects the s arty to meet the obligations of this agreement. )C-20I5-IGtPHD-00157 Agreement No: WQC2015-KitPHD-00157 Page 24of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name:• I{ITSAP PUBLIC HEALTH DISTRICT F.Insurance:The RECIPIENT shall at all times cany fire and extended coverage,public liability and property damage, and such other forms of insurance with responsible insurers and with policies payable to the RECIPIENT on such of the buildings,equipment,works,plants,facilities,and properties of the Utility as are ordinarily carried by municipal or privately-owned utilities engaged in the operation of like systems,and against such claims for damages as are ordinarily carried by municipal or privately-owned utilities engaged in the operation of like systems,or it shall self-insure or participate in an insurance pool or pools with reserves adequate,in the reasonable judgment of the RECIPIENT,to protect it against loss. G.Loan Interest Rate and Terms: This loan agreement shall remain in effect until the date of final repayment of the loan,unless terminated earlier according to the provisions herein. When the Project Completion Date has occurred,ECOLOGY and the RECIPIENT shall execute an amendment to this loan agreement which details the final loan amount(Final Loan Amount),and ECOLOGY shall prepare a final loan repayment schedule. The Final Loan Amount shall be,the combined total of actual disbursements made on the loan and all accrued interest to the computation date. The Estimated Loan Amount and the Final Loan Amount(in either case,as applicable,a"Loan Amount")shall bear interest based on the interest rate identified iih this agreement as the"Effective Interest Rate,"per annum,calculated on the basis of a 365 day year. Interest on the Estimated Loan Amount shall accrue fiom and be compounded monthly based on the date that each payment is mailed to the RECIPIENT. The Final Loan Ahnourit shall be repaid in equal installments serniannually over the term of this loan"Loan Term"as outlined in this agreement. H.Loan Repayment: Sour;ces of Loan Repayment l.Nature of RECIPIENT's Obligation. The obligation of the RECIPIENT to repay the loan from the sources identified below and to perform and observe all of the other agreements and obligations on its part contained herein shall be absolute and unconditional, and shall not be subject to diminution by setoff, counterclaim,or abatement of any kind.To secure the repayment of the loan from ECOLOGY,the RECIPIENT agrees to comply with all of the covenants, agreements,and attachments contained herein. 2.For General Obligation. This loan is a General Obligation Debt of the RECIPIENT. 3.For General Obligation Payable fi•om Special Assessments. This loan is a General Obligation Debt of the RECIPIENT payable from special assessments to be unposed within the constitutional and statutory tax liinitations n ovided by law without a vote of the electors of the RECIPIENT on all of the taxable property within the boundaries of he RECIPIENT. k For Revenue-Secured:Lien Position. This loan is a Revenue-Secured Debt of the RECIPIENT's Utility. This loan :hall constitute a lien and charge upon the Net Revenue junior and subordinate to the lien and charge upon such Net ?venue of any Senior Lien Obligations. n addition,if this loan is also secured by Utility Local Improvement Districts(ULID)Assessments,this loan shall ;onstitute a lien upon ULID Assessments in the ULID prior and superior to any other charges whatsoever-. _Slther R0111=S of R z;t ent The RFC'TPTPNT may mp 4 any portion of the loan from my funds legally available to �C-2015-10PHD-00157 Agreement No: WQC-2015-ICitPHD-00157 Page 25of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT 6.Defeasance of the Loan. So long as ECOLOGY shall hold this loan,the RECIPIENT shall not be entitled to,and shall not affect,an economic Defeasance of the loan. The RECIPIENT shall not advance refund the loan. If the RECIPIENT defeases or advance reftmds the loan,it shall be required to use the proceeds thereof immediately upon their receipt,together with other available RECIPIENT fiends,to repay both of the following: (i)The Loan Aixaount with interest (ii)Any other obligations of the RECIPIENT to ECOLOGY under this agreement,unless in its sole discretion ECOLOGY finds that repayment fiorn those additional sources would not be in the public interest. Failure to repay the Loan Amount plus interest within the time specified in ECOLOGY's notice to make such repayment shall incur Late Charges and shall be treated as a Loan Default. 7.Refinancing or Early Repayment of the Project. So long as ECOLOGY shall hold this loan;the RECIPIENT shall give ECOLOGY thirty days written notice if the RECIPIENT intends to refinance or make early repayment of the loan. Method and Conditions on Repayments 1. Semiannual Payments. Notwithstanding any other provision of this agreement,the first semiannual payment of principal and interest on this loan shall be due and payable no later than one year after the project completion date or initiation of operation date,whichever comes fist. Thereafter,equal payments shall be due every six months. Ifthe due date for any semiannual payment falls on a Saturday,Sunday, or designated holiday for Washington State agencies,the payment shall be due on the next business day for Washington State agencies. Payments shall be mailed to: Department of Ecology cashiering Unit ?.O.Box 47611 .)Iympia WA 98504-7611 n lieu of mailing payments, electronic fund transfers can be arranged by wonting with ECOLOGY's Financial ✓Tanager. Jo change to the amount of the semiannual principal and interest payments shall be made without a formal amendment a this agreement. The RECIPIENT shall continue to make semiannual payments based on this agreement until the mendment is effective,at which time the RECIPIENT's payments shall be made pursuant to the amended agreement. .Late Charges. If any amount of the Final Loan Amount or any other amount owed to ECOLOGY pursuant to this greement remains unpaid after it becomes due and payable, ECOLOGY may assess a late charge. The late charge shall e one percent per month on the past due amount starting on the date the'debt becomes past due and until it is paid in Ill. Repayment Limitations. Repayment of the loan is subject to the following additional limr a ions,among others: 1C 2015-KitPHD-00157 AgreementNo: WQC-2015-KitPHD-00157 Page 26 of 39 Project Title: Regional Clean Water Revolving Loan Program RecipientName: KITSAP PUBLIC HEALTH DISTRICT those on defeasance,refinancing and advance refunding,termination,and default and recovery of payments. , 4.Prepayment of Loan. So long as ECOLOGY shall hold this loan,the RECIPIENT may prepay the entire unpaid principal balance of and accrued interest on the loan or any portion of the remaining unpaid principal balance of the Loan Amount. Any prepayments on the loan shall be applied first to any accrued interest due and then to the outstanding principal balance of the Loan Amount. If the RECIPIENT elects to prepay the entire remaining unpaid balance and accrued interest,the RECIPIENT shall first contact ECOLOGY's Revenue/Receivable Manager of the Fiscal Office. I.Loan Security Due Regard:For loans secured with a Revenue Obligation: The RECIPIENT shall exercise due regard for Maintenance and Operation Expense and the debt service requirements of the Senior Lien Obligations,and any other outstanding obligations pledging the Gross Revenue of the Utility,and it has not obligated,itself to set aside and pay into the loan. Fund a greater amount of the Gross Revenue of the Utility than,in its judgment,shall be available over and above such Maintenance and Operation Expense and those debt service requirements. Levy and Collection of Taxes (if used to secure the repayment of the loan):For so long as the loan is outstanding,the RECIPIENT irrevocably pledges to include in its budget and levy taxes annually within the constitutional and statutory tax limitations provided by law without a vote of its electors on all of the taxable property within the boundaries of the RECIPIENT in an amount sufficient,together with other money legally available and to be used therefore,to pay when due the principal of and interest on the loan,and the full faith, credit and resources of the RECIPIENT are pledged irrevocably for the annual levy and collection of those taxes and the prompt payment of that principal and interest. Not an Excess Indebtedness:For loans secured with a general obligation pledge or a general obligation pledge on special assessments: The RECIPIENT agrees that this agreement and the loan to be made do not create an indebtedness of the RECIPIENT in excess of any constitutional or statutory limitations. Pledge of Net Revenue and ULID Assessments in the ULID(if used to secure the repayment of this loan):For so long as the loan is outstanding,the RECIPIENT irrevocably pledges the Net Revenue of the Utility,including applicable ULID Assessments in the ULID,to pay when due the principal of and interest on the loan. Reserve Requirement:For loans that are Revenue-Secured Debt with terms greater than five years, the RECIPIENT must accumulate a reserve for the loan equivalent to at least the Average Annual Debt Service on the loan during the first five years of the repayment period of the Ioan. This amount shall be deposited in a Reserve Account in the Loan Fund in approximately equal annual payments coinrnencing within one year after the initiation of operation or the project completion date,whichever comes first. "Reserve Account"means,for a loan that constitutes Revenue-Secured Debt,an account of that name created in the Loan Fund to secure the payment of the principal and interest on the loan. The amount on deposit in the Reserve Account may be applied by the RECIPIENT(1)to-in e,in part or in full,the final repayment to ECOLOGY of the. loan amount or,.(2)if not so applied,for any other lawful purpose of the RECIPIENT once the Loan Amount,plus interest and any other amounts owing to ECOLOGY,have been paid in full. Utility Local Improvement District(ULID)Assessment Collection(if used to secure the repayment of the loan):All ULID Assessments in the ULID shall be paid into the loan Fund and used.to pay the principal of,and interest on the foan.The ULID Assessments in the ULID may be deposited into the Reserve Account to satisfy a Reserve Requirement f_a Resarvt-RPnnire entIsnnnlilicahlf- QC-2015-ICitPHD-00157 AgreementNo: WQC-2015-ICitPHD-00157 Page 27of39 Project Title: Regional Clean Water Revolving Loan Program RecipientName: ICITSAP PUBLIC HEALTH DISTRICT J.Maintenance and Operation of a Funded Utility:The RECIPIENT shall at all times maintain and keep a funded Utility in good repair,working order and condition and also shall at all times operate the Utility and the business in an efficient manner and at a reasonable cost. K.Opinion of RECIPIENT's Legal Counsel:The RECIPIENT must submit an"Opinion of Legal Counsel to the RECIPIENT"to ECOLOGY before this agreement will be signed. ECOLOGY will provide the form. L.Prevailing Wage(Davis-Bacon Act):The RECIPIENT agrees,by signing this agreement,to comply with the Davis-Bacon Act prevailing wage requirements. This applies to the construction,alteration,and repair of treatment works carried out in whole or in part with assistance made available by the State Revolving Fund as authorized by Section 513,title VI of the Federal Water Pollution Control Act(33 U.S.C. 1372). Laborers and mechanics employed by contractors and subcontractors shall be paid wages not less often than once a week and at rates not less than those prevailing on projects of a character similar in the locality as determined by the Secretary of Labor. The RECIPIENT shall obtain the wage determination for the area in which the project is located prior to issuing requests for bids,proposals,quotes or other methods for soliciting contracts(solicitation). These wage determinations shall be incorporated into solicitations and any subsequent contracts. The RECIPIENT-shall ensure that the required EPA contract language regarding Davis-Bacon Wages is in all contracts and sub contracts in excess of$2,000. The RECIPIENT shall maintain records sufficient to document compliance with the Davis-Bacon Act,and make such records available for review upon request. The RECIPIENT also agrees,by signing this agreement,to comply with State Prevailing Wages on Public Works, Chapter 39.12 RCW, as applicable. Compliance may include the determination whether the project involves"public work"and inclusion of the applicable prevailing wage rates in the bid specifications and contracts. The RECIPIENT agrees to maintain records sufficient to evidence compliance with Chapter 39.12 RCW,and make such records available for review upon request. M.Litigation;Authority:No litigation is now pending, or to the RECIPIENT's knowledge,threatened,seeking to restrain, or enjoin: (i)the execution of this agreement;or "ii)the fixing or collection of the revenues,rates, and charges or the formation of the ULID and the levy and collection :)f ULID Assessments therein pledged to pay the principal of and interest on the loan(for revenue secured lien obligations); or ii)the levy and collection of the taxes pledged to pay the principal of and interest on the loan(for general 3bligation-secured loans and general obligation payable fiom special-assessment-secured loans);or iv)in any manner questioning the proceedings and authority under which the agreement,the loan,or the project are authorized. Neither the corporate existence or boundaries of the RECIPIENT nor the title of its present officers to their espective offices is being contested. No authority or proceeding for the execution of this agreement has been repealed, evoked,or rescinded. d.Representations and Warranties:The RECIPIENT represents and warrants to ECOLOGY as follows: application: Material Information. All information and materials submitted by the RECIPIENT to ECOLOGY in Qnngnfian with its loan appliGatkd�-$fl Af_d=d>:t"ha RECIPIENT signs this agreemea4 true nd correct. There is no material adverse information relating to the RECIPIENT,the project,the loan, or this ZC-2015 IMPHD-00157 AgreementNo: WQC-2015-KitPHD-00157 Page 28 of 39 Project Title: Regional Clean Water Revolving Loan Program RecipientNeme: KITSAP PUBLIC HEALTH DISTRICT agreement known to the RECIPIENT which has not been disclosed in writing to ECOLOGY. Existence Authority. It is a duly formed and legally existing municipal corporation or political subdivision of the state of Washington or a federally recognized Indian Tribe. It has full coiporate power and authority to execute,deliver,and perform all of its obligations under this agreement and to undertake the project identified herein. Certification. Each payment request shall constitute a certification by the RECIPIENT to the effect that all representations and warranties made in this loan agreement remain true as of the date of the request and that no adverse developments, affecting the financial condition of the RECIPIENT or its ability to complete the project or to repay the principal of or interest on the loan,have occurred since the date of thus loan agreement. Any changes in the RECIPIENT's financial condition shall be disclosed in writing to ECOLOGY by the RECIPIENT in its request for payment. O. Sale or Disposition of Utility: The RECIPIENT shall not sell,transfer, or.otherwise dispose of any of the works, plant,properties,facilities,or other part of the Utility or any real or personal property comprising a part of the Utility unless: 1. The facilities or property transferred are not material to the operation-of the Utility,or have become unserviceable,inadequate,obsolete, or unfit to be used in the operation of the Utility or are no longer necessary, material,or usefiil to the operation of the Utility;or 2. The aggregate depreciated cost value of the facilities or property being transferred in any fiscal year comprises no more than three percent of the total assets of the Utility;or 3. The RECIPIENT receives from the transferee an amount equal to an amount which will be in the same proportion to the net amount of Senior Lien Obligations and this LOAN then outstanding(defined as the total amount outstanding less the arnount of cash and investments in the bond and loan Rinds securing such debt)as the Gross Revenue of the Utility from the portion of the Utility sold or disposed of for the preceding year bears to the total Gross Revenue for that period. 4. Expressed written agreement by ECOLOGY. The proceeds of any transfer under this paragraph must be used(1)to redeem promptly,or irrevocably set aside for the redemption of, Senior Lien Obligations and to redeem promptly the loan,and(2)to provide for part-of the cost of additions to and betterments and extensions of the Utility. P. Sewer-Use Ordinance or Resolution:If not already in existence,the RECIPIENT shall'adopt and shall enforce a Sewer-use ordinance or resolution. Such ordinance or resolution shall be submitted to ECOLOGY upon request. . Flre sewer use ordinance must include provisions to: l)Prohibit the introduction of toxic or hazardous wastes into the RECIPIENT's sewer system. ?)Prohibit inflow of stonnwater.. �)Require that new sewers and connections be properly designed and constructed. Require connections necessary to meet debt obligations associated with the planning and construction of this facility. _ c W&JI ac the-expectedroSLS of opel:ation ari!mAintenAncB �C-2015-KRPHD-00157 Agreement No: WQC2015-ICitPHD-00157 Page 29of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IUTSAP PUBLIC HEALTH DISTRICT Q.Termination and Default: Termination and Default Events 1.For Insufficient ECOLOGY or RECIPIENT-Funds. ECOLOGY may terminate this loan agreement for insufficient ECOLOGY or RECIPIENT funds. 2.For Failure to Commence Work. ECOLOGY may terminate this loan agreement for failure of the RECIPIENT to commence project work. 3.Past Due Payments. The RECIPIENT shall be in default of its obligations under this loan agreement when any loan repayment becomes 60 days past due. 4. Other Cause. The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance in full by the RECIPIENT of all of its obligations under this loan agreement. The RECIPIENT shall be in default of its obligations under this loan agreement if, in the opinion of ECOLOGY,the RECIPIENT has unjustifiably failed to perform any obligation required of it by this loan agreement. Procedures for Termination.If this loan agreement is terminated prior to project completion,ECOLOGY shall provide to the RECIPIENT a written notice of termination at least five working days prior to the effective date of termination (the"Termination Date"). The written notice of tennination by the ECOLOGY shall specify the Termination Date and, when applicable,the date by which the RECIPIENT must repay any outstanding balance of the loan and all accrued interest(the"Termination Payment Date"). Termination and Default Remedies No Further Payments. On and after the Termination Date,or in the event of a default event,ECOLOGY may,at its sole discretion,withdraw the loan and make no further payments under this agreement. Repayment Demand. In response to an ECOLOGY initiated termination event,or in response to a loan default event, ECOLOGY may at its sole discretion dernand that the RECIPIENT repay the outstanding balance of the Loan Amount and all accrued interest. Interest after Repayment Demand. From the time that ECOLOGY demands repayment of funds,amounts owed by the r RECIPIENT to ECOLOGY shall accrue additional interest at the rate of one percent per month,or fraction thereof. kccelerate Repayments. In the event of a default, ECOLOGY may,in its sole discretion,declare the principal of and nterest on the loan immediately due and payable, subject to the prior lien and charge of any outstanding Senior Lien 3bligation upon the Net Revenue. That is,the loan is not subject to acceleration so long as any Senior Lien Obligations ire outstanding. Repayments not made immediately upon such acceleration shall incur Late Charges. late Charges. All amounts due to ECOLOGY and not paid by the RECIPIENT by the Termination Payment Date or- .fter acceleration following a default event,as applicable,shall incur late charges. atercept State Funds. In the event of a default event and in accordance with Chapter 90.50A.060 RCW, "Defaults," ny state fiinds otherwise due to the RECIPIENT may,at ECOLOGY's sole discretion,be withheld and applied to the payment of the loan. roperty to ECOLOGY. In the event of a default event and at the option of ECOLOGY,any personal property IC 2015 ICitPHD-00157 Agreement No: WQC-2015-KitPHD-00157 Page 30 of39 ProjectTitle: Regional Clean Water Revolving Loan Program RecipientNante: I ITSAP PUBLIC HEALTH DISTRICT (equipment)acquired under this agreement may, in ECOLOGY's sole discretion,become ECOLOGY's property. In that circumstance,ECOLOGY shall reduce the RECIPIENT's liability to repay money by an amount reflecting the fair value of such property. Documents and Materials. If this agreement is terminated,all finished or unfinished documents,data studies,surveys, drawings,maps,models,photographs, and reports or other materials prepared by the RECIPIENT shall,at the option of ECOLOGY,become ECOLOGY property.The RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Collection and Enforcement Actions. In the event of a default event,the state of Washington reserves the right to take any actions it deems necessary to collect the amounts due,or to become due,or to enforce the performance and observance of any obligation by the RECIPIENT,under this agreement. Fees and Expenses. In any action to enforce.the provisions of this agreement,reasonable fees and expenses of attorneys and other reasonable expenses(includug,without limitation,the reasonably allocated'costs of legal staff)shall be awarded to the prevailing patty as that term is defined in Chapter 4.84.330 RCW. Damages. Notwithstanding ECOLOGY's exercise of any or all of the termination or default remedies provided in this agreement,the RECIPIENT shall not be relieved of any liability to ECOLOGY for darnages sustained by ECOLOGY and/or the state of Washington because of any breach of this agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. R.User-Charge System:The RECIPIENT certifies that it has-the legal authority to establish and implement a user-charge system and shall adopt a system of user-charges to assure that each user of the utility shall pay its proportionate share of the cost of operation and maintenance,including replacement during the design life of the project. In addition,the RECIPIENT shall regularly evaluate the user-charge system,at least annually,to ensure the system . provides adequate revenues necessary to operate and maintain the utility,to establish a reserve to pay for replacement, to establish the required Loan Reserve Account,and to repay the loan. WQC TERMS AND CONDITIONS LAST UPDATED 12/15/2015 GENERAL FEDERAL CONDITIONS If a portion or all of the funds for this agreement are provided through federal funding sources or this agreement is used to match a federal grant award,the following terms and conditions apply to you. CERTIFICATION REGARDING SUSPENSION.DEBARMENT.INELIGIBILITY OR VOLUNTARY EXCLUSION: 1. The RECIPIENT/CONTRACTOR,by signing this agreement,certifies that it is not suspended,debarred, proposed for debarment,declared ineligible or otherwise excluded from contracting with the federal government,or from receiving contracts paid for with federal funds.If the RECIPIENT/CONTRACTOR is unable to certify to the statements contained in the certification,they must provide an explanation as to why they cannot. 2. The RECIPIENT/CONTRACTOR shall provide immediate written notice to ECOLOGY if at any time the RECIPIENT/CONTRACTOR Iearns that its certification was erroneous when submitted or had become errnn .nus by reason of changed circumstances. 3. The terms covered transaction,debarred,suspended,ineligible,lower tier cover ect transaction,participant QC-2015-KAPHD-0 0 15 7 AgreementNo: WQC-2015-KitPED-00157 Page 31 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IUTSAP PUBLIC HEALTH DISTRICT person,primary covered transaction,principal,proposal,and voluntarily excluded,as used in this clause,have the meaning set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the department for assistance in obtaining a copy of those regulations.. 4. The RECIPIEI WCONTRACTOR agrees it shall not knowingly enter into any Power tier covered transaction With a person who is proposed for debarment under the applicable Code of Federal Regulations,debarred, suspended, declared ineligible,or voluntarily excluded from participation in this covered transaction. 5. The RECIPIENT/CONTRACTOR further agrees by signing this agreement,that it will include this clause titled -"CERTIFICATION REGARDING SUSPENSION,DEBARMENT,INELIGIBILITY OR VOLUNTARY EXCLUSION"without modification in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 6. Pursuant to 2CFR180.330,the RECIPIENT/CONTRACTOR is responsible for ensuring that any lower tier covered transaction complies with certification of suspension and debarment requirements. . 7. RECIPIENT/CONTRACTOR acknowledges that failing to disclose the information required in the Code of Federal Regulations may result in the delay or negation of this funding agreement,or pursuance of legal remedies,including suspension and debarment. 8. RECIPIENT/CONTRACTOR agrees to keep proof in its agreement file,that it,and all lower tier recipients or contractors,are not suspended or debarred, and will make this proof available to ECOLOGY before requests for reimbursements will be approved for payment.RECIPIENT/CONTRACTOR must run a search in :5ft://www.sam.gov>and print a copy of completed searches to document proof of compliance. Federal Funding Accountability And Transparency Act(FFATA)ReportingRequirements: RECIPIENT must complete the FFATA Data Collection Form(ECY 070-395)and return it with the signed agreement to ECOLOGY.. Any RECIPIENT that meets each of the criteria below must also report compensation for its five top executives, using FFATA Data Collection Form. Receives more than$25,000 in federal funds under thus award;and Receives more than 80 percent of its annual gross revenue§from federal funds;and Receives more than$25,000,000 in annual federal funds ECOLOGY will not pay any invoice until it has received a completed and signed FFATA Data Collection Form. ECOLOGY is required to report the FFATA information for federally funded agreements,including the required DUNS number,at www.fsrs.gov- hgR://www.fsrs.gov>oy>within 3 0 days of agreement signature. The FFATA information will be available to the public at www.usasnending. og_y<http,//www.usaspending;go_y>_. For more details on FFATA requirements,see www.fsrs. o�ttp://www.fsrs.goy>. .'VENE4 RAL TERMS AND CONDITIONS - ADMINISTRATIVE REQUIREMENTS RECIPIENT shall follow the"Administrative Requirements for Recipients of Ecology Grants and Loans—EAGL ,dition". https://fortress.wa.gov/ecy/publications/Suinmai-jPages/1401002.html TRPCIPIFN'r shall comp a all activities flinded by this Agreement and be fully responsible for the proper raaagement of all fiends and resources made available under this Agreement. �C 2015-KitPHD-00157 Agreement No: WQC-20I5-1QPHD-00157 Page 32of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: IQTSAP PUBLIC HEALTH DISTRICT c) RECIPIENT agrees to take complete responsibility for all actions taken tinder this Agreement,including ensuring all subgrantees and contractors comply with the terms and conditions of thus Agreement.ECOLOGY reserves the right to request proof of compliance by subgrantees and contractors. d) RECIPIENT's activities under thus Agreement shall be subject to the review and approval by ECOLOGY for the extent and character of all work and services. 2. AMENDMENTS AND MODIFICATIONS This Agreement may be altered,amended,or waived only by a written amendment executed by both parties. No subsequent modification(s)or amendment(s) of thus Agreement will be of any force or effect unless in writing and signed by authorized representatives of both patties. ECOLOGY and the RECIPIENT may change their respective staff contacts and administrative information without the concurrence of either party. 1 ARCHAEOLOGICAL AND CULTURAL RESOURCES RECIPIENT shall take reasonable action to avoid,minimize,or mitigate adverse effects to archeological or cultural resources. Activities associated with archaeological and cultural resources are an eligible reimbursable cost subject to approval by ECOLOGY. RECIPIENT shall: a) Immediately cease work and notify ECOLOGY if any archeological or cultural resources are found while conducting work tinder this Agreement. b) Irrunediately notify the Department of Archaeology and Historic Preservation at(360)586-3064,in the event historical or cultural artifacts are discovered at a.work site. c) Comply with Governor Executive Order 05-05,Archaeology and'Cultural Resources,for any capital construction projects prior to the start of any work. d) Comply with RCW 27.53,Archaeological Sites and Resources, for any work performed under this Agreement,as applicable. National Historic Preservation Act(NHPA)may require the RECIPIENT to obtain a permit pursuant to Chapter 27.53 RCW prior to conducting on-site activity with the potential to impact cultural or historic properties. 4. ASSIGNMENT No fight or claim of the RECIPIENT arising under this Agreement shall be transferred or assigned by the RECIPIENT. 5. COMMUNICATION RECIPIENT shall make every effort to maintain effective communications with the RECIPIENT's designees, ECOLOGY,all affected local,state,or federal jurisdictions,and any interested individuals or groups. 5. COMPENSATION L) Any work performed prior to effective date of this Agreement will beat the sole expense and risk of the kECIPIENT. ECOLOGY must sign the Agreement before any payment requests can be submitted. �) Payments will be made on a reimbursable basis for approved and completed work as specified in this Agreement. :) RECIPIENT is responsible to determine if costs are eligible. Any questions regarding eligibility should be clarified vith ECOLOGY prior to incurring costs. Costs that are conditionally eligible may require approval by ECOLOGY rrior'to purchase. 1) RECIPIENT shall not invoice more than once per month unless agreed on by ECOLOGY. ) ECOLOGY will not process payment requests without the proper reimbursement forms,Progress Report and upporting doctunentation. ECOLOGY will provide instructions for submitting payment requests. ECOLOGY will pay the RECIPIENT thirty(30)days after receipt of a properly completed request for payment. ;) RECIPIENT will receive payment through Washington State Department of Enterprise Services'Statewide Payee ]ack RE NI rn..e+sugistera &-pVc by submitting a Stdawide ilCI S W-9�OLIIl at Ze website,littp:/Iwww.des.wa.gov/services/ContractingPurchasingA3usiiiess/VendorPay/Pages/defatilt.aspx. For any ZC-2015-xitPHD-00157 Agreement No: WQC 2015-I<-itPHD-00157 Page 33 of 39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: I{ITSAP PUBLIC HEALTHDISTRICT questions about the vendor registration process contact the Statewide Payee Help Desk at(360)407-8180 or email payeehelpdeslc@des.wa.gov. h) ECOLOGY may,at its sole discretion,withhold payments claimed by the RECIPIENT if the RECIPIENT fails to satisfactorily comply with any term or condition of this Agreement. i) Monies withheld by ECOLOGY may be paid to the RECIPIENT when the work described herein,or a portion thereof,has been completed if,at ECOLOGY's sole discretion,such payment is reasonable and approved according to this Agreement,as appropriate,or upon completion of an audit as specified herein. j) RECIPIENT should submit final requests for compensation within thirty (30)days after the expiration date of this Agreement.Failure to comply may result in delayed reimbursement. 7. COMPLIANCE WITH ALL LAWS RECIPIENT agrees to comply fully with all applicable Federal,State and local laws,orders,regulations,and permits related to this Agreement,including but not limited to: a) RECIPIENT agrees to comply with all applicable laws,regulations, and policies of the United States and the State of Washington wl-dch affect wages and job safety. b) RECIPIENT agrees to be bound by all federal and state laws,regulations,and policies against discrimination. c) RECIPIENT certifies full compliance with all applicable state industrial insurance requirements. d) RECIPIENT agrees to secure and provide assurance to ECOLOGY that all the necessary approvals and permits required by authorities having jurisdiction over the project are obtained. RECIPIENT must include time in their project timeline for the permit and approval processes. ECOLOGY shall have the right to immediately terminate for cause this Agreement as provided herein if the RECIPIENT fails to comply with above requirements. If any provision of this Agreement 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. S. CONFLICT OF INTEREST RECIPIENT and ECOLOGY agree that any officer,member,agent,or employee,who exercises any function or responsibility in the review,approval, or carrying out of this Agreement, shall not have any personal or financial Interest direct or indirect,nor affect the interest of any corporation,partnership,or association in which he/she is a part,' in this Agreement or the proceeds thereof. ). CONTRACTING FOR GOODS AND SERVICES ZECIPIENT may contract to buy goods or services related to its performance under this Agreement. RECIPIENT shall sward all contracts for construction,purchase of goods,equipment,services,and professional architectural and :ngineering services through a competitive process,if required by State law. RECIPIENT is required to follow rrocurement procedures that ensure legal,fair,and open competition. MCIPIENT must have a standard procurement process or follow current state procurement procedures. RECIPIENT nay be required to provide written certification that they have followed their standard procurement procedures and pplicable state law in awarding contracts under this Agreement. 'COLOGY reserves the right to inspect and request copies of all procurement documentation,and review procurement ractices related to this Agreement. Any costs incurred as a result of procurement practices not in compliance with Late procurement law or the RECIPIENT's normal procedures may be disallowed at ECOLOGY's sole discretion. Q DISPUTFS Jhen there is a dispute with regard to the extent and character of the work, or any other matter related to this rC-2015-ICitPBD-00157 Agreement No: WQC 2015-KitPHD-00157 Page 34 of 39 Project Title: Regional Clean Water Revolving Loan Program RecipientNanie: IQTSAP PUBLIC HEALTH DISTRICT Agreement the determination of ECOLOGY will govern,although the RECIPIENT shall have the right to appeal decisions as provided for below: a) RECIPIENT notifies the finding program of an appeal request. b) Appeal request must be in writing and state the disputed issue(s). c) RECIPIENT has the opportunity to be heard and offer evidence in support of its appeal. d) ECOLOGY reviews the RECIPIENT's appeal. e) ECOLOGY sends a written answer within ten(10)business days,unless more time is needed,after concluding the review. The decision of ECOLOGY from an appeal will be final and conclusive,unless within thirty(30.)days fiom the date of such decision,the RECIPIENT fiirnishes to the Director of ECOLOGY a written appeal.The decision of the Director or duly authorized representative will be final and conclusive. The parties agree that this dispute process will precede any action in a judicial or quasi-judicial tribunal. Appeals of the Director's decision will be brought in the Superior Court of Thurston County. Review of the Director's decision will not be taken to Environmental and Land Use Hearings Office. Pending final decision of a dispute,the RECIPIENT agrees to proceed diligently with the performance of this Agreement and in accordance with the decision rendered. Nothing in this contract will be construed to limit the parties'choice of another mutually acceptable method,in addition to the dispute resolution procedure outlined above. 11. ENVIRONMENTAL STANDARDS a) RECIPIENTS who collect environmental-monitoring data must provide these data to ECOLOGY using the Environmental Information Management System(EIM). To satisfy this requirement these data must be successfidly loaded into EIM,see instructions on the EIM website at:http://www.ecy.wa.gov/eim. b) RECIPIENTS are required to follow ECOLOGY's data standards when Geographic Information System (GIS)data are collected and processed. More information and requirements are available at: littp:/Iwww.cey.wa.gov/services/gis/data/standards/standards.litm. RECIPIENTS shall provide copies to ECOLOGY of all final GIS data layers,imagery,related tables,raw data collection files,map products,and all metadata and project 3ocumentation. ,) RECIPIENTS must prepare a Quality Assurance Project Plan(QAPP)when a project involves the collection of -nvironmentah measurement data. QAPP is to ensure the consistent application of quality assurance principles to the )lanning and execution of all activities involved in generating data.RECIPIENTS must follow ECOLOGY's 3uidelines for Preparing Quality.Assurance Project Plans for Environmental Studies,July 2004(Ecology Publication ,To. 04-03-030). ECOLOGY shall review and approve the QAPP prior to start of work. The size,cost,and cornplexity )f the QAPP should be in proportion to the magnitude of the sampling effort. 2. GOVERNING LAW 'his Agreement will be governed by the laws of the State of Washington,and the venue of any action brought .ereunder will be in the Superior Court of Thurston County. 3. INDEMNIFICATION . ;COLOGY will in no way be held responsible for payment of salaries,consultant's fees,and other costs related to the roject described herein, except as provided in the Scope of Work. o the extent that the Constitution and laws of the State of Washington permit,each party will indemnify and hold the: )C 2015-r0PHD-00157 Agreement No: WQC 20I5-KitPHD-00157 Page 35 of 39 Project Title: Regional Clean Water Revolving Loan Program RecipientName: KITSAP PUBLIC HEALTH DISTRICT other harmless fi•om and against any liability for any or all injuries to persons or property arising from the negligent act or omission of that party or that party's agents or employees arising out of this Agreement. 14. INDEPENDENT STATUS The employees,volunteers,or agents of each party who are engaged in the performance of this Agreement will continue to be employees,volunteers,or agents of that party and will not for any purpose be employees,volunteers,or agents of the other party. 15. KICKBACKS RECIPIENT is prohibited from inducing by any means any person employed or otherwise involved in this Agreement to give up any part of the compensation to which belshe is otherwise entitled to or receive any fee,commission,or gift in return.for award of a.subronfrart hereunder. 16. MINORITYAND WOMEN'S BUSINESS ENTERPRISES(MWBE) RECIPIENT is encouraged to solicit and recruit,to the extent possible, certified minority-owned(MBE)and women-owned(WBE)businesses in purchases and contracts initiated under this Agreement. Contract awards of rejections cannot be made based on MWBE participation;however, the RECIPIENT is encouraged to take the following actions,when possible,in any procurement under this Agreement: a) Include qualified minority and women's businesses on solicitation lists whenever they are potential sources of goods or services. b) Divide the total requirements,when economically feasible,into smaller tasks or quantities,to permit maximum participation by qualified minority and women's businesses. c) Establish delivery schedules,where work requirements permit,which will encourage participation of qualified minority and women's businesses. d) Use the services and assistance of the Washington State Office of Minority and Women's•Business Enterprises ;OMWBE)(866-208-1064) and the Office of Minority Business Enterprises of the U.S.Department of Commerce,as appropriate. 17. ORDER OF PRECEDENCE .n the event of inconsistency in this Agreement,unless otherwise provided herein,the inconsistency shall be resolved by riving precedence in the following order: (a)applicable federal and state statutes and regulations; (b) The Agreement; •c)Scope of Work; (d)Special Terms and Conditions;(e)Any provisions or terms incorporated herein by reference, ncluding the"Administrative Requirements for Recipients of Ecology Grants and Loans";and(f)the General Terms tnd Conditions. 8. PRESENTATION AND PROMOTIONAL MATERIALS "COLOGYreserves the right to approve RECIPIENT's communication documents and materials related to the ulfillment of this Agreement: ) If requested,RECIPIENT shall provide a draft copy to ECOLOGY for review and approval ten(10)business days rior to production and distribution. RECIPIENT shall include time for ECOLOGY's review and approval process in their project timeline. If requested,RECIPIENT shall provide ECOLOGY two(2)final copies and an electronic copy of any tangible roducts developed. opies include any printed materials,and all tangible products developed such as brochures,manuals,pamphlets, ideas, audio tapes,CDs, cun-iculum,posters,media announcements,or gadgets with a message,such as a refiigerator ,Agnet.antl an3LOnlinP rnmmimicatinngy srirh as wPpages,hl gg,and twi er camnaions_Tf it is notpractical to .ovide a copy,then the RECIPIENT shall provide a description(photographs,drawings,printouts,etc.)that best •C 2015-MtPHD-00157 AgreementNo: WQC 2015-ICitPHD-00157 Page 36 of39 Project Title: Regional Clean Water Revolving Loan Program RecipientName: ICITSAP PUBLIC HEALTH DISTRICT represents the item. Any communications intended for public distribution that uses ECOLOGY's logo shall comply with ECOLOGY's graphic requirements and any additional requirements specified in this Agreement. Before the use of ECOLOGY's logo contact ECOLOGY for guidelines. RECIPIENT shall acknowledge in the communications that funding was provided by ECOLOGY. 19. PROGRESS REPORTING a) RECIPIENT must satisfactorily demonstrate the timely use of funds by submitting payment requests and progress reports to ECOLOGY. ECOLOGY reserves the right to amend or terminate this Agreement if the RECIPIENT does not document timely use of fiends. b) RECIPIENT must submit a.progress report with each payment request. Payment requests will not be processed without a progress report. ECOLOGY will define the elements and frequency of progress reports. c) RECIPIENT shall use ECOLOGY's provided progress report format. d) Quarterly progress reports will cover the periods from January 1 through March 31,April 1 through June 30,July 1 through September 30,and October 1 through December 31. Reports shall be submitted within tllirty(30)days after the end of the quarter being reported. e) RECIPIENT shall submit the Closeout Report within thirty(30)days of the expiration date of the project,unless an extension has been approved by ECOLOGY. RECIPIENT shall use the ECOLOGY provided closeout report format. 20. PROPERTY RIGHTS a). Copyrights and Patents. When the RECIPIENT creates any copyrightable materials or invents any patentable property under this agreement,the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty flee, nonexclusive,and irrevocable license to reproduce,publish,recover,or otherwise use the material(s)or property, and to authorize others to use the same for federal,state,or local government purposes. b) Publications. When the RECIPIENT or persons employed by the RECIPIENT use or publish ECOLOGY information;present papers,lectures,or serninars involving information supplied by ECOLOGY;or use logos,reports, maps,or other data in printed reports,signs,brochures,pamphlets,etc.,appropriate credit shall be given to ECOLOGY. c) Presentation and Promotional Materials.ECOLOGY shall have the right to use or reproduce any printed or graphic materials produced ul fulfillment of this Agreement,in any manner ECOLOGY deems appropriate.ECOLOGY shall acknowledge the RECIPIENT as the sole copyright owner in every use or reproduction of the materials. d) Tangible Property Rights. ECOLOGY's current edition of"Administrative Requirements for Recipients of Ecology Grants and Loans,"shall control the use and disposition of all real and personal property purchased wholly or in part with fiends furnished by ECOLOGY in the absence of state and federal statutes,regulations,or policies to the contrary, or upon specific instructions with respect thereto in this Agreement. a) Personal Property Furnished by ECOLOGY. When ECOLOGY provides personal property directly to the RECIPIENT for use in performance of the project,it shall be returned to ECOLOGY prior to.final payment by ECOLOGY. If said property is lost,stolen,or damaged while in the RECIPIENT's possession,then ECOLOGY shall :)e reunbursed in cash or by setoff by the RECIPIENT for the fair market value of such property. ) Acquisition Projects. The following provisions shall apply if the project covered by this Agreement includes funds :or the acquisition of land or facilities: r. RECIPIENT shall establish that the cost is fair value and reasonable prior to disbursement of fiords provided for in his Agreement. �. RECIPIENT shall provide satisfactory evidence of title or ability to acquire title foi each parcel prior to lisbursement of funds provided by this Agreement. Such evidence may include title insurance policies, Torrens ;ertificates, or abstracts,and attorney's opinions establishing that the land is free from any impediment,lien,or claim vich would impair the uses intended by this Agreement. rrt expka iGia date„-the II-9Gms- 1- sh 911-not at&my tagP•ccnvert any quipment,property,or facility acquired or developed under this Agreement to uses other than those for which �C-2015-KitPHD-00157 AgreementNo: WQC-2015-ICitPHD-00157 Page W of 39 Project Title: Regional Clean water Revolving Loan Program Recipient Neme: KITSAP PUBLIC HEALTH DISTRICT assistance was originally approved without prior written approval of ECOLOGY. Such approval may be conditioned upon payment to ECOLOGY of that portion of the proceeds of the sale,lease,or other conversion or encumbrance which monies granted pursuant to this Agreement bear to the total acquisition,purchase,or construction costs of such property. 21. RECORDS,AUDITS,AND INSPECTIONS RECIPIENT shall maintain complete program and financial records relating to this Agreement, including any engineering documentation and field inspection reports of all construction work accomplished. All records shall: a) Be kept in a manner which provides an audit hail for all expenditures. b) Be kept in a corm-non file to facilitate audits and inspections. c) Clearly indicate total receipts and expenditures related to this Agreement. d) Be open for audit or inspection by ECOLOGY,or by any duly authorized audit representative of the State of Washington,for a period of at least three(3)years after the final grant payment or loan repayment,or any dispute resolution hereunder. RECIPIENT shall provide clarification and make necessary adjustments if any audits or inspections identify discrepancies in the records. ECOLOGY reserves the right to audit,or have a designated thud party audit,applicable records to ensure that the state has been properly invoiced. Any remedies and penalties allowed by law to recover monies determined owed will be enforced. Repetitive instances of incorrect invoicing or inadequate records may be considered cause for termination. All work performed under this Agreement and any property and equipment purchased shall be made available to ECOLOGY and to any authorized state,federal or local representative for inspection at any time during the course of this Agreement and for at least three(3)years following grant or loan termination or dispute resolution hereunder. RECIPIENT shall provide right of access to ECOLOGY,or any other authorized representative,at all reasonable tunes, in order to monitor and evaluate performance,compliance, and any other conditions under this Agreement. 22. RECOVERY OF FUNDS The right of the RECIPIENT to retain monies received as reimbursement payments is contingent upon satisfactory ?erformance of this Agreement and completion of the work described in the Scope.of Work. Ul payments to the RECIPIENT are subject to approval and audit by ECOLOGY,and any unauthorized expenditures) )r unallowable cost charged to this agreement shall be refunded to ECOLOGY by the RECIPIENT. tECIPIENT shall refund to ECOLOGY the frill amount of any erroneous payment or overpayment under this agreement. :ECIPIENT shall refund by check payable to ECOLOGY the amount of any such reduction of payments or repayments rithin thirty(30)days of a written notice. Interest will accrue at the rate of twelve percent(12%)per year fi'om the ime ECOLOGY demands repayment of fiords. ►ny property acquired under this Agreement,at the option of ECOLOGY,may become ECOLOGY's property and the :ECIPIENT's liability to repay monies will be reduced by an amount reflecting the fair value of such property. 3. SEVERABILITY any provision ofthis Agreement or any provision of any document incorporated re ern , IC-2015-I itPHD-00157 Agreement No: WQC-2015ICitPHD-00157 Page 38 of39 Project Title: Regional Clean Water Revolving Loan Program Recipient Name: KITSAP PUBLIC HBALTHDISTRICT such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision,and to this end the provisions of this Agreement are declared to be severable. 24. STATE ENVIRONMENTAL POLICYACT(SEPA) RECIPIENT must demonstrate to ECOLOGY's satisfaction that compliance with the requirements of the State Environmental Policy Act(Chapter 43.21 C RCW and Chapter 197-11 WAC)have been or will be met. Any reimbursements are subject to this provision. 25. SUSPENSION When in the best interest of ECOLOGY,ECOLOGY may at'any time,and without cause,suspend this Agreement or any portion thereof for a temporary period by written notice from ECOLOGY to the RECIPIENT.RECIPIENT shall resume performance on the next business day following the suspension period unless another day is specified by ECOLOGY. 26. SUSTAINABLE PRACTICES In order to sustain Washington's natural resources and ecosystems,the RECIPIENT is frilly encouraged to implement sustainable practices and to purchase environmentally preferable products under this Agreement. a) Sustainable practices may include such activities as:use of clean energy,use of double-sided printing,hosting low impact meetings,and setting up recycling and composting programs. b) Purchasing may include such items as:sustainably produced products and services,EPEAT registered computers and imaging equipment,independently certified green cleaning products,remanufactured toner cartridges,products with reduced packaging,office products that are refillable,rechargeable,and recyclable,and 100%post-consumer recycled paper. For more suggestions visit ECOLOGY's web page: Green Purchasing,http://www.ecy.wa.gov/programs/swfa/epp. 27. TERMINATION a) For Cause ECOLOGY may terminate for cause this Agreement with a seven(7)calendar days prior written notification to the RECIPIENT,at the sole discretion of ECOLOGY,for failing to perform an Agreement requirement or for a material breach of any term or condition. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Failure to Commence Work.ECOLOGY reserves the right to terminate this Agreement if RECIPIENT fails to cornrnence work on the project funded within four(4)inonths after the effective date of this Agreement,or by any date mutually agreed upon in writing for cornmencement of work, or the time period defined within the Scope of Work. Non-Performance.The obligation of ECOLOGY to the RECIPIENT is contingent upon satisfactory performance by the RECIPIENT of all of its obligations under this Agreement. In the event the RECIPIENT unjustifiably fails,in the opinion of ECOLOGY,to perform any obligation required of it by this Agreement,ECOLOGY may refuse to pay any further fiends,terminate in whole or in part this Agreement,and exercise any other rights under this Agreement. Despite the above,the RECIPIENT shall not be relieved of any liability to ECOLOGY for damages sustained by ECOLOGY and the State of Washington because of any breach of this Agreement by the RECIPIENT. ECOLOGY may withhold payments for the purpose of setoff until such time as the exact amount of damages due ECOLOGY from the RECIPIENT is determined. b]_For Convenience ECOLOGY may terminate for convenience this Agreement, n whole or in part,for any reason-wrier- r QC-2015-IGtPHD-00157 Agreement No: WQC-2015-I(itPHD-00157 Page 39 of 39, Project Title: Regional Clean Water Revolving Loan Program Recipient Name: ICITSAP PUBLIC HEALTH DISTRICT interest of ECOLOGY,with a thirty(30)calendar days prior written notification to the RECIPIENT. If this Agreement is so terminated,the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. Non-Allocation of Funds.ECOLOGY's ability to malce payments is contingent on.availability of funding. In the event funding from state,federal or other sources is withdrawn,reduced, or limited in any way after the effective date and prior to the completion or expiration date of this agreement,ECOLOGY,at its,sole discretion,may elect-to terminate the agreement,in whole or part,or renegotiate the agreement;subject to new Rinding limitations or conditions. ECOLOGY may also elect to suspend performance of the agreement until ECOLOGY determines the funding insufficiencyis resolved. ECOLOGY may exercise any of these options with no notification or restrictions. If payments have been discontinued by ECOLOGY due to unavailable funds,the RECIPIENT shall not be obligated to repay monies which had been paid to the RECIPIENT prior to such tenmination. RECIPIENT's obligation to continue or complete the work described in this Agreement shall be contingent upon availability of funds by the RECIPIENT's governing body. c) By Mutual Agreement ECOLOGY and the RECIPIENT may terminate this Agreement,in whole or in part,at any time,by mutual written agreement. d) In Event of Termination All finished or unfinished documents, data studies,surveys,drawings,maps,models,photographs,reports or other materials prepared by the RECIPIENT under this Agreement,at the option of ECOLOGY,will become property'of ECOLOGY and the RECIPIENT shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Nothing contained herein shall preclude ECOLOGY from demanding repayment of all finds paid to the RECIPIENT in accordance with Recovery of Funds,identified herein. 28. THIRD PARTY BENEFICIARY RECIPIENT shall ensure that in all subcontracts entered into by the RECIPIENT pursuant to this Agreement,the state of Washington is named as an express third party beneficiary of such subcontracts with frill rights as such. 29. WAIVER Waiver of a default or breach of any provision of this Agreement is not a waiver of any subsequent default or breach, and will not be construed as a modification of the terms of this Agreement unless stated as such in writing by the authorized representative of ECOLOGY. GENERAL TERMS AND CONDITIONS LAST UPDATED 12/25/2015 QC-2015-ICitPHD-00157 Dept.of ecology ATTACHMENT 1 ESTIMATED LOAN REPAYMENT SCHEDULE Loan Number WOC-2015-KitPHD-00157 Loan Amount $1,000,000.00 Recipient Name Kitsap Public Health District Term of Loan 9 Payments Amortization Method Compound-365 D/Y Annual Int.Rate 1.400 % Project Completion Date Interest Compounded Monthly Initiation of Operations 06/30/2017 Loan Date 06/30/2017 Loan Number WOC-2015-KitPHD-00157 Department of Ecology Recipient Name Kitsap Public Health District Date Created 11/24/2014 Payment# Due Date Payment Amount Interest Principal Balance 1 06/30/2018 $115,853.21 $14,070.75 $101,782.46 $898,217.54 2 12/30/2018 $115,853.21 $6,305.89 $109,547.32 $788,670.22 SubTotal 2018 $231,706.42 $20,376.64 $211,329.78 3 06/30/2019 $115,853.21 $5,536.82 $110,316.39 $678,353.83 4 12/30/2019 $115,853.21 $4,762.35 $111,090.86 $567,262.97 SubTotal 2019 $231,706.42 $10,299.17 $221,407.25 5 06/30/2020 $115,853.21 $3,982.44 $111,870.77 $455,392.20. 6 12/30/2020 . $115,853.21 $3,197.06 $112,656.15 $342,736.05 SubTotal 2020 $231,766.42 $7,179.50 $224,526.92 7 06/30/2021 $115,853,21 $2,406.16 $113,447.05 $229,289.00 8 12/30/2021 $115,853.21 $1,609.71 $114,243.50 $115,045.50 SubTotal 2021 $231,706.42 $4,015.87 $227,690.55 9 06/30/2022 $115,853.17 $807.67 $115,045.50 $0.00 SubTotal 2022 $115,853.17 $807.67 $115,045.50 Grand Total $1,042,678.85 $42,678.85 $1,000,000.00 Page 1 of 1 Schedule Number 2056 Professional Services Agreements between Kitsap Public Health District and Craft3 (KPHD 1276 and KPHD 1518) EXHIBIT C (consisting of 13 pages) To INTERLOCAL AGREEMENT Between Clallam County Jefferson County Kitsap County Mason County Kitsap Public Health District KPHD W6 Page 1 of 7 PROFESSIONAL SERVICES AGREEMENT Between Contract 1276 (PDF 412212016) KITSAP PUBLIC HEALTH DISTRICT * Accounting And * Whitford CRAFT3 This Professional Services Agreement("Agreement")is made and entered into between the Kitsap Public Health District, a Health District organized pursuant to chapter 70.46 Revised Code of Washington and Section 9.52 Kitsap County Code,hereinafter referred to as"District", and Craft3,hereinafter referred to as "Contractor". The parties mutually agree as follows: 1. Period of Performance: The period of performance of this Agreement shall begin July 1,2014, and be completed no later than June 301,2017,unless terminated sooner or extended as provided for herein. II: Purpose: The District requires the expertise of this Contractor to provide lending and loan services for a four county regional septic loan program. This Agreement describes a working relationship between the Contractor and the District. This Agreement only applies to Craft3's utilization of state centennial clean.water fund grant dollars that have been made available to the District through an Agreement with the Washington State Department of Ecology(Ecology). A separate Agreement governs Craft3's use of federal State Revolving Fund(SRF)loan dollars. M Oualifieations/Eliaibility: The Contractor will have the qualifications necessary to successfully complete the objectives of this Agreement. The Contractor hereby affirms that he/she is eligible to work in the United States as set forth in the Immigration Reform and Control Act(IRCA) and has completed the Employment Eligibility Verification Form I-9 providing the District with appropriate identification. IV. Compensation: The total compensation payable for the work under the Agreement will not exceed $422,481. This includes $409,981 for lending,and $12,500 for Loan Program Administration. The Contractor will be paid only for work product expressly authorized in Exhibit A. Reimbursement will be based on payment requests submitted by the Contractor and the District in Ecology's EAGL grant management system. V. Notices: Notices pursuant to this Agreement shall be sent to: If to the District: If to the Contractor: Kit*Public Health District Craft3 Attn: Stuart Whitford Attn: David Oser 345.61h Street, Suite 300 203 Howerton Way Bremerton,WA 98337 P.O. Box 826 (360)337-5674 Ilwaco, WA 98624 Phone#(888) 231-2170 ext 142 VL Independent Contractor: Contractor and its employees or agents performing under. this Agreement are not employees or agents of the District. VII. Rights in Data: Data that is delivered under this Agreement is the District's property and shall be transferred fully to the District with all rights to the license to publish, translate,reproduce, modify, deliver, dispose of, and to authorize others to do so. KPHD 1276 Page 2 of 7 VIII, Indemnification: Contractor shall defend, indemnify and hold the District; its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the District. Solely for the purposes of this provision, the Contractor waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the parties. This provision will survive the expiration or termination of this Agreement. IX. Insurance: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. No Limitation. Contractor's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the District's recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Contractor shall obtain or provide proof of insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence forrn CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The District shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the District. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the state of Washington. 4. Professional Errors and Omissions coverage. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: I. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Errors and Omissions insurance shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. KPHD 1276 Page 3 of 7 C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability,Professional Liability and Commercial General Liability insurance: 1. The:Contractor's insurance coverage.shall be primary insurance as respect the District, Any insurance, self-insurance;or insurance pool coverage maintained by the District sball be excess of:the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice by certified mail, return receipt requested, has been given to the District. D, Acceptability of Insurers Insurance is to be placed with insurers with a current A.M.Best rating of not less than ANH. E. Verification of Coverage Contractor shall furnish the District with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance.requirements of the Contractor before commencement of the work. IX. Safeguarding of Information: The use or disclosure by Contractor of any information or documents obtained by the Contractor in the course of contract performance for any purpose not directly connected with Contractor's responsibilities under this Agreement is prohibited except as may be required by law. X. Statutory and Regulatory Compliance: Contractor shall comply with all applicable federal, state; and ]oca] laws,regulations, guidelines, and standards in the performance of this Agreement. XL Certification Regarding Suspension and Debarment: The Contractor,by completing and returning to the District the"Debarment, Suspension, Ineligibility or Voluntary Exclusion Certification Form", and completing, signing and returning to the District the"Certification Regarding Debarment, Suspension, Ineligibility or Voluntary Exclusion for Lower Tier Covered Transactions" form, certifies that it is not debarred, suspended, or proposed for debarment by any federal agency. X11. Non-Discrimination: Contractor shall not discriminate against any employee or applicant for employment because of race, color,sex,religion,national origin, creed, marital status, age,Vietnam era or disabled veteran status, sexual preference, or the presence of any sensory mental or physical handicap. XIII. Amendment: This Agreement may be modified only by a written amendment executed by authorized representatives of both parties. XIV. Termination: This Agreement maybe terminated by either party upon giving at least thirty(30) days advance written notice to the other party. XV. Entire Agreement: This Agreement constitutes the entire Agreement between the parties regarding its subj ect matter. Any oral or written representations not expressly incorporated in this Agreement are specifically excluded. KPHD 1276 Page 4:of 7 T�iTSAP PUBLIC HEALTH DISTRICT CRAFT3 Sc0 aniel avi s ministra r Exec tive Vic President Craft3 Date: Date: yig:2�)4 Funding Source Program: Federal Contract/Grant KPHD 1276 Page 5 of 7 EXHIBIT A KPHD Contract#1276 Professional Services Agreement Between Kitsap Public Health District and Craft3 SCOPE OF WORK AND BUDGET Background and Purpose: The Kitsap Public Health District (KPHD)Water Pollution Identification and Correction Program is contracting with Craft3 for lending and loan management services related to a regional onsite sewage system repair loan program. The intent of the program is to offer inclusive and affordable financial assistance to property owners with failing onsite sewage systems. The program will coder Kitsap, Jefferson, Mason and Clallam counties. These loans will reduce financial barriers to compliance and contribute to an improvement in marine,saltwater estuary,stream and ground water quality,which benefits public health and shellfish harvesting areas. Funding: The Washington State Department of Ecology supports this work through a $1,000,000 Clean Water State Revolving Fund Loan(SRF),and a$494,981 Centennial Clean Water Fund Grant to KPHD to help finance a regional onsite sewage system repair loan program for Kitsap,Mason,Jefferson, and Clallam Counties.Craft3 will provide a minimum of$494,981 of match to this Grant project through a combination of new loans utilizing SRF funds,and loans utilizing other funding sources since July 1,2014. This Agreement pertains only to the Grant fund award. A separate Agreement governs the use of state revolving fund loan dollars (SRF). As required.by the grant/loan Agreement with the Washington State Department of Ecology,$85,000 of Grant funds are allocated to partner marketing($15,000 each to Kitsap,Jefferson, Mason, and Clallam local health jurisdictions),KPHD program admin costs ($12,500), and Craft3 loan program administration costs ($12,500;see below for details). The remaining$409,981 of Grant dollars is dedicated for lending by Craft3 for septic system repairs and administrative costs. KPHD 1276 Page 6 of 7 Task Summary: Craft3 will work with KPHD and our regional partners to develop and administer a Clean Water Loan Program that provides financial assistance to property owners with failing onsite sewage systems in the four county area. The loan will cover 100%of all costs associated with the design,permitting and installation of an approved OSS repair/replacement. In certain areas,loans may also cover 100% of the cost of connection to the municipal sewer system. Craft3 is responsible for any loan loss reserves it decides to set aside. Loan and grant dollars from this award will not be used for this purpose. Craft3 will develop loan program guidelines that address the following required program elements: Loan eligibility,uses of loan proceeds,loan structure,specific criteria for loans to commercial properties,credit administration,financial administration,marketing and outreach, and reporting. Craft3 will also organize quarterly Advisory Board meetings that consist of representatives from each participating county. Each county will determine their representative on this board. The purpose of the Advisory Board is to provide oversight and consultation related to the management of the loan program, and represent individual county interest in the program. Task Detail• Task 1a Loan Program Guidelines: Craft3 will provide loan program guidelines that address the following required program elements: • Loan application process • Loan eligibility requirements • Loan Rates,Terms,and Repayment Structure for residential properties including those for owner occupied, and non-owner occupied properties. • Lender loan fees • Allowed use of loan proceeds • Loan underwriting process including how the loan will reduce barriers for low income or non-traditional borrowers. • Process for serving commercial clients • Process for loan servicing Craft3 will be solely responsible for making credit decisions and setting loan rates, terms, and repayment structure. Craft3 will consult with the Advisory Board and seek to build consensus,where possible. Craft3 will also be responsible for setting and maintaining its own Loan Loss Reserve. KPHD 1276 Page 7 of 7 Task lb Loan Program Administration: Craft3 will provide loans to private entities to repair or replace failing on-site sewage systems in accordance with the loan guidelines,federal and state consumer lending regulations. Task 2 Regional Marketing Plan: Craft3 will work with program partners to develop a regional marketing program that will ensure that available dollars are fully and properly utilized. Craft3 and the program partners shall have responsibilities in the implementation of the marketing plan. At minimum,Craft3 will develop and provide marketing collateral pieces (e.g. loan brochure), a loan website, and contractor marketing toolkit. Task 3 Advisory Board: Craft3 will participate in a program advisory committee made up of representatives from Kitsap,Mason,Jefferson and Clallam Counties.Meetings will be quarterly,two face to face,and two by teleconference (unless otherwise decided by the advisory board).Craft3 will prepare meeting agendas and minutes. Task 4 Reporting: Craft3 will prepare quarterly program reports and deliver to KPHD and the other program partners by April loth,July loth,October loth.,and January loth. These reports and other updates will be shared with the Advisory Board during each meeting. These reports will include a breakdown of the following: • For Task 1 -4, a description of the work completed during the reporting period • A list of loans made during the quarter,and a cumulative list since project inception,including loan number,county, owner name,address, latitude/longitude, interest rate, loan amount,date funded,and county approval date. KPHD 1518 Page 1 of 6 PROFESSIONAL SERVICES AGREEMENT , Betwee.A KITSAP PUBLIC HEALT)R.J)ISTRICT And CRAFT3 This Professional Services Agreemdrif("Agreement")is made and entered into between the Kitsap Public Health h District.,a Health District organized pursuant to chapter 7.0.46 Revised Code of Washington and l) hereinafter referred to as Section 9.52 Kitgap'Coun Code,hereirtaft referred to as"District", and CrafB',herein ft ef d County hereinafter: "Con'tractof The parties mutually agree as"follows: .1. Period of Performance: The period Qfperformance-of this Agreement shall begin July 1,2014, and be completed no liter than June 30, 2.022,unless terminated idated sooner or extended as provided for herein. IT. Purpose: The Di9trict requires the expertise of this Contractor to provide lending and loan services for a four-county regional septic loan program. This Agreement describes a working relationship betwee-n the Contractor and the District. This Agreement only applies to the Contractor's utilization of federal State RevolvifiR Funds(SRF)dollars that have been. made available to the District through an Agreement With the Washington state Department of Ecology(Ecology). A separate Agreement gd,Qems the Contractor's use of:Stafe Centennial Clean Water Fund grant dollars. necessary tsuccessfully )ualifications/Efidbift i The Contractor will have the qualifications c ary o complete the objectives of this Agreement. The Contractor hereby . . is a sh eligible to er . 4ff.irm That he(she is el le. Work.in the United States as-set forth in.the Immigration Reformaha Control Act(IRCA). IV. Compensation: The total compensation payable for the work underthe Agreement will not exceed $1-,00%000.The Contractor will be paid only for work product expressly authorized in Exhibit A. Reimbursement will be based on payment requests submitted by the Contractor and the District in Ecolbgy*s'EAGL grant management system. V. Notices: Notices pursuant to this agreement shall be sent to: If to the District: HJQ the Contractor: Ki.t.sa Public Health District Craft3 p Attn: Stuart Whitford Attn: David Oser 345 61h.street, Suite 300 203 Howerton.Way Bremerton,WA 98337 P.O.Box 826 (360)337-5674 Ilwaco.,WA 986.2.4 (88-802. 51-2170,ext. 142 VI. Independent Contractor: Contractor and its employees or agent8pprforming under this Agreement are not employees or agents of the District. VII. Riahts in Data: Data that is delivered under this Ag reement is the District's property and shall be transferred fully to the District with all rights to the license,to publish, translate, reproduce,modify, deliver, dispose of, and to authorize others to do so. VIIII. Indemnification: Contractor shall defend,indemnify and bold the District,its officers,officials, employees and volunteers harmless from any and all claims,injuries, damages, losses or suits Page 1 of 6 KPHD 1518 Page 2 of 6 including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this.Agreement,;except for injuries and damages caused by the sole negligence of the District. Solely for the purposes of this provision, the Contractor waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the parties. This provision will survive the expiration or termination of this Agreement. IX.Insurance: The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor,its agents,representatives, or employees. No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be I onstrued to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the District's recourse to any remedy available at law or in equity. A. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability,Professional Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the District. Any insurance, self-insurance, or insurance pool coverage maintained by the District shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty(30) days prior written notice by certified mail, return receipt requested,has been given to the District. B. Minimum Scope of Insurance Contractor shall obtain or provide proof of insurance of the types described below: 1. Automobile Liability insurance covering all owned,non-owned,hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The District shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the District. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the state of Washington. 4. Professional Errors and Omissions coverage. Page 2 of 6 KPHD 1518 Page 3 of 6 C. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: .I Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of$1,000,000 per accident 2. Commercial General Liability insurance shall be written with limits no less than$1;000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Errors and Omissions insurance shall be written with limits no less.than $1,000,000 per claim and$1,000,000 policy aggregate limit. D. Acceptability of insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than AVII. E. Verification of Coverage Contractor shall furnish the District with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, I videncing the insurance requirements of the Contractor before commencement of the work. X. Safeguarding of Information: The use or disclosure by Contractor of any information or documents obtained by the Contractor in the course of contract performance for any purpose not directly connected with Contractor's responsibilities under this Agreement is prohibited except as may be required by law. XI. Statutory and Regulatory Compliance: Contractor shall comply with all applicable federal,state, and local laws,regulations,guidelines, and standards in the performance of this Agreement. XII. Certification Regarding Suspension and Debarment: The Contractor,by completing and returning to the District the"Debarment, Suspension, Ineligibility or Voluntary Exclusion Certification Form", and completing, signing and returning to the District the"Certification Regarding Debarment, Suspension, Ineligibility or Voluntary Exclusion for Lower Tier Covered Transactions" form, certifies that it is not debarred, suspended, or proposed for debarment by any federal agency. XIII. Non-Discrimination: Contractor shall not discriminate against any employee or applicant for employment:because of race, color,sex,religion, national origin, creed,marital status,age,Vietnam era or disabled veteran status,sexual preference, or the presence of any sensory mental or physical handicap. XIV. Amendment: This Agreement may be modified only by a written amendment executed by authorized representatives of both.parties, XV. Termination: This Agreement may be terminated by either party,upon giving at least thirty(30) days advance written notice to the other party. Page.3 of 6 KPHD 1518 Page 4 of 6 XVL Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter. Any oral or written representations not expressly incorporated in this Agreement are specifically excluded. KITSAP PUBLIC H ALTH DISTRICT CRAFTS By. By: Sco aniei D id er ministrat r E ecutive Vi President Craft3U Date: S I Date: Funding Source Program: Federal Contract/Grant Page 4 of 6 KPHD 1518 Page 5 of 6 EXHIBIT A KPIRD Contract 1518 Professional Services Agreement Between Kitsap Public Health District and Craft3 SCOPE OF WORK AND-BliDGET Background and Purbose- 4. The Kitsap Public Health District(Imip ificatiQn and Correction Program . )Water Pollution Identification is coAtr4cting with Craft3 foi lending and loan management services related to a regional onsite sgwap system repai.r loa n* program. The intent of the program is to offer inclusive'and affordable financial assistance to property owners with failing onsite sewage systems. The program vVill cover Kitsap,Jefferson,Mason and Ciallarn counties. These loans will reduce financial barriers to compliance and contribute to an improvement in maffiie, saltwater estuary. stream And ground Water quality,which benefits public health-and shellfish ha rvestirig areas. Funding: 'I. e work through a$ h' Washington State Dep''artr-he"ht.of'Tc Idgy (Ecology) supports this wo 0 1,000,000 Clean Water State Revolving Fund (SRF)Loan, and a$494,981 Centennial Oeaft Water Fund Grant to ICPHD to help finance a regional onsite sewage system stem repair loan program for Kitsap, Mason,Jefferson and CIaUarn Counties. This Agreement pertains only to the SRF Loan award. A separate Agreement governs the use of Grant funds. Craft3 will provide a minimum of$494,981 of m. an match to the Centennial Clean Water Fund Grant through a combination of new loans utilizing SIT funds, and loans utilizing other funding sources since July 1,2014. Task Summary: Craft3 will work with XPHD and our regional partners to develop andadmirdster 4 Clean Water Loan Program that provides financial assistance to property owners with fvling onsite sewage systems in the four-county area. The loan will cover 100% of all costs associated with the design, permitting and installation of an approved CUSS repair/replacement: In certain areas,logL5 may also cover 100% of the cost of connection to the municipal sewer system. Ciaffl is responsible for any loan loss reserves it decides to set aside. Loan and &Kant dollars from this award will not be used for this purpose. Task I Loan ProgramAdministration; Ctaft3 Will pro'Vide loans to private entities to repair— or replace failing on-site sewage systems in accordanc6 with Program guidelines and federal -state consumer lending regulations. Craft3 will adri-drdster the loan in accordance with the Clean Water Loan Guidelines. Craft3 will be solely responsible for making credit decisions and setting loan rates,terms,and repayment Al KPHD 1518 Page 6 of 6 structure. Craft3 will consult with the Advisory Board and seek to build consensus,where possible. Craft3 will also be responsible for setting and maintaining its own Loan Loss Reserve, Task 2 Regional Marketing Plan: Craft3 will work with program partners to implement a regional marketing program that ensures available dollars are fully and property utilized. Craft3 and the program partners shall have responsibilities in the implementation of the marketing plan. At minimum, Craft3 will develop and provide marketing collateral pieces (e.g.loan brochure),a loan website, and contractor marketing toolkit. Task 3 Advisory Board: Craft3 will participate in a program advisory committee made up of representatives from Kitsap, Mason,Jefferson and Clallam Counties. Meetings will be quarterly, two face to face, and two by teleconference (unless otherwise decided by the advisory board).Craft3 will prepare meeting agendas and minutes. Task 4 Reporting- Craft3 will prepare quarterly program reports annually and deliver to KPHD and the other program partners by April 10th,July 1011',October 101h, and January 101h. These reports and other updates will be shared with the Advisory Board during each meeting. These reports will include a breakdown of the following: • For Task 1 -4, a description of the work completed during the reporting period • A list of loans made during the quarter, and a cumulative list since project inception, including loan number,county, owner name,address,latitude/longitude,interest rate, loan amount, date funded, and county approval date. Task 5 SRF Loan Repayment: Craft3 is responsible for repayment of all SRF loan funds utilized pursuant to this Agreement. On June 30,2018 (or a later date negotiated between KPHD and Ecology),Craft3 will initiate direct loan payments to Ecology utilizing Ecology's EAGL grant management system pursuant to a final loan repayment schedule negotiated between KPHD and Ecology. The contractor will pay off the loan no later than June 30,2022 A-2 MASON COUNTY PUBLIC WORKS—COMMISSIONER BRIEFING April 25,2022 Briefing Items • Special Market Condition Procurement of used Peterbilt Lowboy Tractor and 3 Axle Pup Trailer. Discussion Items Commissioner Follow-Up Items Upcoming Calendar/Action Items Attendees: Commissioners: Public Works: Other Dept. Staff: Public: _Randy Neatherlin _Loretta Swanson _Kevin Shutty _Mike Collins _Sharon Trask _Richard Dickinson Mark Neary _Other(list below): MASON COUNTY BRIEFING ITEM SUMMARY FORM TO: BOARD OF MASON COUNTY COMMISSIONERS FROM: Mike Collins, PLS, PE, Deputy Director/County Engineer DEPARTMENT: Public Works EXT: 450 BRIEFING DATE: April 25, 2022 PREVIOUS BRIEFING DATES: If this is a follow-up briefing, lease provide only new information INTERNAL REVIEW (please check all that apply): ❑ Budget/Finance ❑ Human Resources X Legal ❑ Information Technology ❑ Other — please explain ITEM: Special Market Value Procurement— Used Peterbilt Tractor and Used 3-Axle Pup Trailer EXECUTIVE SUMMARY: Public Works wishes to acquire a used Truck Tractor and 3 Axle Pup Trailer for the Road Operations and Maintenance Division. ER&R came across a package deal for a 2006 Peterbilt Tractor and 2005 3-Axle Pup Trailer from J & D Enterprises NW, LLC, in the amount of $107,500. The Peterbuilt has 570,000 miles of use and fits the specific needs of the county. To purchase these two pieces of equipment new would be approximately $200,000. The purchase for the two is $22,500 less than budgeted. Per RCW 39.04.280 (1) (b), exemption of the normal competitive bidding requirements may be waived for purchases involving special facilities or market conditions. Due to the current market, it has been difficult to find a used lowboy tractor and pup trailer that represents a good value and fits the specific needs of the department. It would be in the County's best financial interest to take advantage of this immediate packaged deal opportunity. BUDGET IMPACTS: The Public Works Road Fund has $130,000 in this year's equipment budget for a used tractor and lowboy trailer. The proposed purchase amount is $107,500. RECOMMENDED OR REQUESTED ACTION: Request the Board authorize Public Works to purchase one used 2006 Peterbilt Tractor and 2005 3 Axle Pup Trailer from J & D Enterprises NW, LLC, as a special market condition purchase, in the amount of $107,500.00 plus sales tax and licensing. ATTACHMENTS: . 1. Resolution 2. Sole Source Justification Form 3. Picture 4. 2022 Equipment Budget/to-date Purchases Briefing Summary RESOLUTION NO. A RESOLUTION WAIVING PUBLIC BIDDING REQUIREMENTS AND APPROVING A SPECIAL MARKET CONDITION PROCURMENT OF A USED PETERBILT LOWBOY TRACTOR AND 3 AXLE PUP TRAILER FROM J & D ENTERPRISES NW, LLC WHEREAS, RCW 39.04.280 (1) (b), allows for exceptions from standard bidding procedures based on special market conditions and sole source findings for qualifying purchases; and WHEREAS, the Board of County Commissioners approved the purchase of a used Peterbilt Lowboy Tractor and 3-axle Pup Trailer the 2022 budget; and WHEREAS, the County Purchasing Policy requires a resolution to waive bidding requirements over $25,000. WHEREAS, the used equipment has been identified that fits the specific needs of the County at a very favorable price and may be sold before the County could complete a formal bidding process; NOW, THEREFORE, BE IT RESOLVED by the Board of Mason County Commissioners as follows: Section 1. RCW 39.04.280 authorizes the Board to waive standard competitive bidding requirements for the purchase of equipment where "special market conditions" exist for procurement of the equipment. To the extent any bidding requirements apply to the purchase of the equipment, in light of findings of fact set forth herein, the Board finds that special market conditions under RCW 39.04.280(b) exist and that all bidding requirements (if any) are hereby waived for the purchase of the specified 2006 Peterbilt Lowboy Tractor and 2005 3 Axle Pup Trailer. Section 2. Special market conditions include: a) The lowboy tractor and pup trailer are being offered at a very favorable price to Mason County. b) The equipment may be sold by the provider before the County could complete a formal bid process. c) The equipment is needed for a specific purpose and is suitable to the unique needs of the Public Works Department. No other equipment has been found at the price that meets the needs and budget at this time. Section 3. The purchase of a 2006 Peterbilt Lowboy Tractor and 2005 3 Axle Pup Trailer. in the amount of $107,500 from J & D Enterprises NW, LC, is hereby approved. ADOPTED this day of , 2022 BOARD OF COUNTY COMMISSIONERS ATTEST: MASON COUNTY,WASHINGTON McKenzie Smith, Clerk of the Board Kevin Shutty, Chair APPROVED AS TO FORM: Sharon Trask, Vice Chair Tim Whitehead, Ch. DPA Randy Neatherlin, Commissioner oa_STATE° �� � MASON COUNTY 0 o N SOLE SOURCE JUSTIFICATION FORM r2 N Y Y 1864 1° Date: April 25, 2022 Department: Public Works Department Contact: Pete Medcalf, Ext. 387 Recommended Vendor: AD Enterprises NW, LLC Address: P.O. Box 327, Beaver,WA 98305 Phone: (360)460-7475 Cost Estimate: $107,500+sales tax and licensing Describe the item requested and its function: Used 2006 Peterbilt Lowboy Tractor and 2005 3 Axle Pup Trailer 1. Check the reasons for the sole source request: ❑ Sole Source: No other items are known to exist which performs the same function ❑ Special Design: Item is of specific design to fit in with an existing installation ❑ Consultant: Providing professional or technical expertise of a unique nature or location availability ❑ Proprietary: Item is held under exclusive title,trademark or copyright ❑ Warranty Service:The vendor is the sole provider of goods and services which the County has established a standard. ® Used item:The contractor/vendor is the holder of a used,tractor and pup trailer packaged deal that represents a good value,that are hard to find ones that fit the specific needs of the department. 3. Is this product available from other sources? ❑ Yes ® No 4. What necessary features does the vendor provide which are not available from other vendors? Public Works has been searching online and reaching out to vendors for used Lowboy Tractors to find one that meets our needs, price range and isn't out of State. This package deal meets our needs and is a favorable price with low hours and wear and tear. 5. Can your requirements be modified so that competitive products or services may be used? ® Yes ❑ No If yes, please explain modifications and potential costs: Buying new would cost the county approximately $300,000 ($200,000 for the Lowboy Tractor and $100,000 for the Pup Trailer). It would be in the county's best financial interest to take advantage of this immediate purchasing opportunity and acquire these two pieces of equipment. 6. How does the recommended vendor's prices or fees compare to the general market?The vendor's price is reasonable and a fair value. 7. What steps were taken to verify that these features were not available elsewhere? ❑ Other brands manufactures were examined. Provide a list of phone numbers and names and explain why these did not meet the requirement: ❑ Other vendors were contacted but did not meet the requirements. Provide a list of companies and phone numbers and why they did not meet the requirements: ® Other, please explain: Due to the current truck/trailer market we have not been able to find used. Public Works reached out to PAPE and NC Machinery; both did not have any used lowboy trucks or trailers for sale. Pape did help us find this current sale from J & D Enterprises NW, LLC. With us purchasing from J & D Enterprises NW we do not have to pay a 10%mark-up fee from a vendor, such as Pape. My department's recommendation for sole source is based upon an objective review of the product/service required and appears to be in the best interest of the County. I know of no conflict of interest on my part or personal involvement in any way with this request. No gratuities, favors or compromising action have taken place. Neither has my personal familiarity with particular brands,types of equipment, materials or firms been a deciding influence on my request to sole source this purchase when there are other known suppliers to exist. 7, Elected Official or Director Signature for Approval: "�� �" ` ��� Date: �2 i YA-a. p w _4. FF ■ • u e z . _ - 116 r � ! d 7 e ■ f e! � n 1 P p Rs1� c ok a '_ R low max- . r _ a} ' i 2022 Public Works Road Operations Equipment Budget Budgeted Purchased Equipment Description Quantity Condition Unit Price Total Quantity Condition Unit Price Total Front-End Loader 1 New $ 230,000.00 $ 230,000.00 1 New $ 122,318.00 $ 122,318.00 Chipper 1 New $ 75,000.00 $ 75,000.00 $ - F-550 w/sander, plow and dump bed 4 New $ 80,000.00 $ 320,000.00 $ - Tractor and lowboy trailer 1 Used $ 130,000.00 $ 130,000.00 1 Used $ 107,500.00 $ 107,500.00 3 Axle Pup Trailer 3 Used $ 75,000.00 $ 225,000.00 2 New $ 101,601.00 $ 203,202.00 Automated Flag Assist Device 0 1 New $ 33,998.00 $ 33,998.00 Plate Compactor 0 1 New $ 12,640.00 $ 12,640.00 2022 Approved Budget= $ 980,000.00 YTD = $ 479,658.00 REMAINING BUDGET= $ 500,342.00