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JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO:
FROM:
DATE:
Board of Commissioners
WSU Jefferson County Extension
November 8,2010
SUBJECT: Management Service Agreement with Washington State University,
Pullman, WA effective January 1, 2011 through December 31,2011.
STATEMENT OF ISSUE:
WSU Jefferson County Extension will manage the day-to-day operations of
Jefferson's community economic development activities according to the attached
agreement.
ANALYSIS:
WSU was chosen by Jefferson County Board of County Commissioners to manage
day-to-day programs and business operations to benefit economic development in
accord with Jefferson's policy requirements and State of Washington contracts.
FISCAL IMPACT:
$25,000 for the period January 1 to December 31,2011.
RECOMMENDATION:
We request 3 originals of this agreement be approved and signed by the Jefferson
County BOCC.
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MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (the "Agreement") is entered into by and between, Washington
State University, a Washington nonprofit corporation ("WSU") and Jefferson County, a political
subdivision of the State of Washington ("Jefferson").
PURPOSE AND TERM
WHEREAS, WSU provides management services to local government organizations and JEFFERSON
desires to retain the management services of WSU pursuant to the terms and conditions of this
Agreement;
RECITALS
NOW, THEREFORE, the parties hereby mutually agree as follows:
That WSU will manage the day-to-
activities in accordance with all regulatory, statutory and contractual obligations associated thereto.
Such services will include the day-to-day management of programs and business operations to benefit
Washington Contracts
1.Compensation of Manager.
JEFFERSON shall pay WSU a management fee as set forth on a
schedule to be adopted by mutual agreement of the parties and attached and incorporated herein
by this reference as Exhibit A to this Agreement as payment for the management services that
WSU provides, as set forth in this Agreement.
2.Performance Criteria
. All services to be provided by WSU under this Agreement shall be as
described within Exhibit B of this agreement and provided to the reasonable satisfaction of
JEFFERSON.
3.Insurance and Indemnification
3.1.1 Liability Insurance
. WSU is self-insured through the State of Washington (RCW 4.92 et.
-Insurance policy pays for coverage up to $5.0 million for general liability and
$2.0 million auto liability. Questions regarding coverage can be found at the Risk Management and
Insurance website: http://www.wsu.edu/riskmanagement/selfInsProgram.htm
3.1. Indemnification
.
Each party hereto agrees to be responsible and assume liability for its own wrongful or negligent
acts or omissions, or those of its officers, agents or employees to the full extent required by law.
4.Effective Date and Termination
.
4.1. Effective Date
. This Agreement shall commence on January 1, 2011 for a period of
eighteen months through December 31, 2011.
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4.2. Termination for Cause
. In the event either party shall commit any material breach of or
default in any terms or conditions of this Agreement, and also shall fail to remedy such default or
breach within sixty (60) days after receipt of written notice thereof, either party may, at its option,
request a dispute resolution panel (see 6.3).
4.3. Termination without cause.
JEFFERSON or WSU may terminate this Agreement
without cause effective thirty (30) days following receipt of written intent to terminate.
5.Records and Information
5.1 Access to Information
. Each party shall at all reasonable times during the term of this
Agreement and thereafter permit the other party to have reasonable access to its documents,
books and records relating to this Agreement.
5.2 Confidentiality of Records
. WSU and JEFFERSON shall adopt procedures to ensure
the confidentiality of the records relating to the operations of WSU and JEFFERSON relative to this
agreement and as such public records laws allow.
5.3 Maintenance of Records
. Except as otherwise provided in this Agreement, the parties
shall safeguard all records maintained by them pursuant to this Agreement for a period of not less
than seven (7) years from the date of the last activity recorded in such records and, prior to the
destruction of any such records, shall give the other party notice of such destruction and, if the
other party so elects and the law so permits, shall deliver such records to the other party in lieu of
destroying them.
6.General Provisions
6.1 Delegation and Assignment
. No party shall delegate its duties or assign its
rights under
this Agreement in whole or in part, without the prior written consent of the other party.
6.2 Amendments
. Amendments to this Agreement must be approved in writing by the
parties hereto.
6.3 Dispute Resolution
.
Except as otherwise provided in this Agreement, when a dispute arises between the PARTIES and
it cannot be resolved by direct negotiation, any party may request a dispute resolution panel (DRP).
A request for a DRP must be in writing, state the disputed issue(s), state the relative positions of
the PARTIES and be sent to all PARTIES. PARTIES must provide a response within thirty (30)
days unless the PARTIES mutually agree to an extension of time. Each party shall designate a
representative. The representatives shall mutually select an additional member. The DRP shall
evaluate the facts, Agreement terms, and applicable statutes and rules and make a determination
by majority vote. The decision is binding on the PARTIES.
dispute resolution method in addition to the dispute resolution procedure outlined above.
6.4 Successors and Assigns
. Subject to the requirements of Section 6.1, this Agreement
shall inure to the benefit of and be binding upon, the respective successors and assigns of the
parties hereto.
6.5 Notices
. All notices and other communications under this Agreement shall be given in
writing and may be delivered personally to the addressee or sent to it by telecopier or by United
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States registered or certified mail, postage prepaid and return receipt requested, and addressed or
delivered to each of the parties as follows:
If to WSU: Washington State University
Attn: Dan Nordquist, AVPRA/Director
Office of Research/Office of Grant & Research Development
423 Neill Hall
Pullman, WA 99164-3140
Phone: 509 335-7717
Email: nordquist@wsu.edu
If to JEFFERSON: Jefferson County Washington
Attn: Philip Morley, County Administrator
PO Box 1220
Port Townsend, Washington 98368
Phone: 360 385-9383
Email: pmorley@co.jefferson.wa.us
The parties shall be responsible for notifying each other promptly in writing of any change of address.
6.6 Entire Agreement
. This Agreement, and the exhibits attached hereto, constitute the
entire agreement among the parties with respect to the matters contained herein, and
supersede all prior proposals, negotiations, representations and other communications
among the parties.
6.7 Governing Law
. This Agreement shall be interpreted in accordance with and governed
by the laws of the State of Washington.
6.8 Counterparts
. For the convenience of the parties hereto, this Agreement may be
executed in one or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
6.9 No Waiver
. The failure of a party to object to or take affirmative action with respect to any
conduct of the other party that is in violation of the provisions of this Agreement shall not
be construed as a waiver of that violation or of any future violations of the provisions of
this Agreement.
6.10 Section Headings
. The headings of sections in this Agreement are for reference only
and shall not affect the meaning of this Agreement.
6.11 Severability
. In the event that any of the provisions, or portions thereof, of this
Agreement is held to be unenforceable or invalid by any court of competent jurisdiction,
the validity and enforceability of the remaining provisions, or portions thereof, shall not be
affected thereby.
6.12 Relationship of the Parties
. In the performance of the work, duties and obligations
under this Agreement, it is mutually understood and agreed that each party is at all times
acting and performing as an independent contractor with respect to the other party.
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IN WITNESS WHEREOF
, the parties hereto have executed this Agreement on the day and year first
written above.
Washington State University
By:_______________________ Date:_________________
Dan Nordquist, AVPRA/Director
Office of Research/Office of Grant & Research Development
423 Neill Hall
Pullman, WA 99164-3140
Jefferson County
By:________________________ Date:_________________
David Sullivan, Chair
Board of Commissioners
Jefferson County
PO Box 1220
Port Townsend, WA 98368
Attest/Authenticated: Approved as to Form Only:
Deputy Clerk of the Board David Alvarez, Deputy Prosecuting Attorney
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Exhibit A
Management Fees and Other Expenses
The management fee shall total $25,000.00 from Jefferson County. Payment of this fee shall be
conducted via standard invoice on a quarterly basis beginning in January 2011.
Jefferson County will continue to designate WSU Jefferson County Extension as their ADO (Associate
Development Organization) to Washington State Department of Commerce for the duration of the
agreement.
All other directly related expenses associated with the execution of this agreement shall be the
responsibility of each party individually.
BUDGET
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Exhibit B
Performance Deliverables
Washington State University:
1) Develop the matrix of documents and establish the Advisory Committee for the Board of
designation as an ADO entity.
2) Attend the Jefferson County Community economic development Advisory Committee.
3) Convene a meeting with Jeff Co. Administrator, specific Jefferson Co. employers,
legitimate Jefferson County civic partners and the appropriate WA state agencies that will:
Identify barriers and discover short-term action steps relative to employee training/housing
and project funding that will bring specific business results that yield long-term investment
in Jefferson County
4) Implement a workforce development intermediation system that will deliver Jefferson
County residents that are either unemployed or underemployed, to Jefferson County
businesses that have job openings.
5) Conduct committed/purposeful outreach to external public agencies/civic organizations
that yields favorable support of Jefferson County community economic development
efforts and builds potential future project partnerships.
6) Work with County staff in the preparation and submission of project grants that may occur
during the time of this contract.
7) Meet with Jefferson County Administrator as needed for the purposes of project updates
and direction. Meet with BOCC as requested by County Administrator.
8) Work in the development of various projects including the Peninsula Leadership model.
9) Act as the point of contact for legitimate community economic development inquiries for
Jefferson County, the type and scope of such contacts being consistent with the focus and
work plan of Washington State University.
10) Provide education about services of Jefferson County community economic development
initiatives as a resource for business development, stabilization and diversification of its
economic base.
11) Maintain a regular presence and provide signage at an office within Jefferson County.
12) Develop and use funding sources to meet the future financial requirements of community
economic development projects for the County.
13) Quarterly, beginning in January 2011, to provide Jefferson County with a WSU INV to
support invoices submitted.
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Exhibit B - Continued
Performance Deliverables
Jefferson County:
1) Provide input into the defined objectives relative to project initiatives that occur during the
term of this agreement
2) Support efforts by WSU to seek from external funding sources management fees and/or
costs associated with projects during the term of this agreement. County support in this
regard shall be determined on a project by project basis and shall be entirely at the
discretion of the County Administrator.
3) Provide education to County staff as to the initiatives of this agreement for appropriate
referrals of inquiries to WSU.
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