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HomeMy WebLinkAboutIntegra Realty Resources, Amendment No. 1 re: parcel 001094006 - 072021 CA signed .614,1 c•A >c141-A AMENDED PROFESSIONAL SERVICES AGREEMENT FOR COMPLETING A COMMERCIAL APPRAISAL ON ASSESSOR'S TAX PARCEL 001094006 This Professional Services Agreement("this Agreement") is entered into between the County of Jefferson, a municipal corporation ("the County"), and Integra Realty Resources ("the Consultant"),in consideration of the mutual benefits,terms,and conditions specified below. 1. Project Designation. The Consultant is retained by the County to complete and deliver a commercial appraisal on Assessor's Tax Parcel 001094006 within 45 days of May 24, 2021. The project is amended to add six additional parcels for additional consideration_ 001161002,001062001,001162002,001 162003,001162004 and 989704307.The six additional parcel appraisals shall be completed within 60 days of July 6,2021. 2. Program Proposal and Scope of Work. Consultant agrees to complete and deliver a commercial appraisal on Assessor's Tax Parcel 001094006 by July 1, 2021 in accordance with the Consultant's proposal, attached. The Consultant also agrees to complete and deliver a commercial appraisal on the six additional parcels by September 6, 2021,also in accordance with the Consultant's proposal but for additional consideration. 3 Time for Performance. Work under this Agreement shall commence upon the giving of written notice by the County to the Consultant to proceed. The Consultant receipt of an executed contract, with amendments, as appropriate, shall constitute said notice. Consultant expenses regarding parcel 001094006 incurred prior to the execution of this agreement but not before May 25th are hereby ratified and are eligible for reimbursement. Consultant shall perform all services and provide all work product regarding parcel 001094006 required pursuant to this Agreement no later than July 1, 2021. Consultant expenses regarding the other six parcels incurred prior to the execution of this agreement but not before July l st are hereby ratified and are eligible for reimbursement. Consultant shall perform all services and provide all work product regarding the other six parcels required pursuant to this Agreement no later than September 6,2021. 4. Payment. The Consultant shall be paid by the County for completed work and for services rendered under this Agreement as follows: a. Payment to Consultant during shall not exceed $14,500 without express written modification of this Agreement signed by the County. b. The Consultant may submit invoices to the County once per month during the progress of the work for partial payment for project completed to date. Such vouchers will be checked by the County,and upon approval thereof, payment will be made to the Consultant in the amount approved. Payment of Consultant invoices shall be within 30 days of receipt by the County for any services not in dispute based on the terms of this Agreement. c. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work under this Agreement and its acceptance by the County. Fire ot to ( d. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. e. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of three(3)years after final payments. Copies shall be made available upon request. 5. Ownership and use of Documents. All documents, drawings, specifications, and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the County whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Consultant's endeavors. 6. Compliance with laws. Consultant shall, in performing the services contemplated by this Agreement,faithfully observe and comply with all federal,state,and local laws,ordinances and regulations, applicable to the services to be rendered under this Agreement. 7. Indemnification. Consultant shall indemnify, defend, and hold harmless the County, its officers,officials,employees,agents and volunteers(and their marital communities),from and against any and all claims, losses or liability, or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Consultant's own employees, or damage to property occasioned by a negligent act, omission or failure of the Consultant. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and,solely for the purpose of this indemnification and defense,the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 8. Insurance. Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. ('onmmeret d Aul le I,i,ihility Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Consultant's performance of his Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired automobiles;and, (3) Non-owned automobiles. Commercial General Liability Insurance in an amount not less than a single limit of $500,000 per occurrence and an aggregate of not less than two (2) times the occurrence amount($1,000,000.00 minimum)for bodily injury,including death and property damage, unless a greater amount is specified in the contract specifications. The commercial general liability insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: a. Broad Form Property Damage,with no employee exclusion; b. Personal Injury Liability, including extended bodily injury; c. Broad Form Contractual/Commercial Liability — including coverage for products and completed operations; d. Premises—Operations Liability(M&C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. The County shall be named as an"additional named insured" under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer, and shall include a provision prohibiting cancellation of said policy except upon thirty (30)days prior written notice to the County. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or,(b)Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. The Contractor shall furnish the County with properly executed certificates of insurance that,at a minimum,shall include: (a)The limits of overage;(b)The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers,and employees with the address of Jefferson County Risk Management, P.O. Box 1220,Port Townsend, WA 98368,and,(d)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30)days prior written notice to the County. If the proof of insurance or certificate indicating the County is an"additional insured" to a policy obtained by the Consultant refers to an endorsement (by number or name)but does not provide the full text of that endorsement,then it shall be the obligation of the Consultant to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen(15)days of execution of this Agreement. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. The Contractor's insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies),it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect all the parties and shall be primary coverage for all losses covered by the above described insurance. Insurance companies issuing the Contractor's insurance policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. All deductibles in the Contractor's insurance policies shall be assumed by and be at the sole risk of the Contractor. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to the Contractor until the Contractor shall furnish additional security' covering such judgment as may be determined by the County. Any coverage for third party liability claims provided to the County by a "Risk Pool" created pursuant to Ch.48.62 RCW shall be non-contributory with respect to any insurance policy the Contractor shall provide to comply with this Agreement. The County may, upon the Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. The Contractor shall provide a copy of all insurance policies specified in this Agreement. Written notice of cancellation or change in the Contractor's insurance required by this Agreement shall reference the project name and agreement number and shall be mailed to the County at the following address: Jefferson County Risk Management, P.O.Box 1220, Port Townsend, WA 98368. The Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers,officials, employees,and agents. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers,officials,employees,or agents. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought,except with respect to the limits of the insurer's liability. Page 4 of 10 The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance coverage for subcontractors shall be subject to all the requirements stated in this Agreement. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. The Contractor shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates,insurance policies,and endorsements expiring before completion of services shall be promptly replaced. All the insurance policies required by this Agreement shall provide that thirty(30)days prior to cancellation, suspension,reduction or material change in the policy,notice of same shall be given to the County Risk Manager by registered mail,return receipt requested. The Contractor shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-,with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 9. Worker's Compensation(Industrial Insurance). If and only if the Consultant employs any person(s)in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Consultant, the Contractor shall maintain workers' compensation insurance at its own expense,as required by Title 51 RCW,for the term of this Agreement and shall provide evidence of coverage to Jefferson County Risk Management, upon request. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal taws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act,or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. If the County incurs any costs to enforce the provisions of this subsection,all cost and fees shall be recoverable from the Contractor. Fuse 5 10. Independent Contractor. The Consultant and the County agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, and the activities of its subcontractors,employees,agents,and representatives,in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Consultant nor any employee of Consultant shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement,including,but not limited to:retirement,vacation pay;holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program,otherwise assuming the duties of an employer with respect to Consultant,or any employee of Consultant. 11. Subcontracting Requirements. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship,costs,and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The County Engineer or their designee must approve any proposed subcontractors in writing. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 12. Covenant .Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person,other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty,the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover,the full amount of such fee,commission,percentage,brokerage fee,gift, or contingent fee. 13. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, Pag,6o(lU religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 14. No Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 15. Non-Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 16. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten(10) days written notice to the Consultant. b. In the event of the death of a member,partner,or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the County, if the County so chooses. 17. Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email,or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Central Services P.O. Box 1220 Port Townsend, WA 98368 Notices to Consultant shall be sent to the following address: Lori Safer 600 University Street Suite 310 Seattle, WA 98101 18. Integrated Agreement. This Agreement together with attachments or addenda, represents the entire and integrated Agreement between the County and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by the County within the scope of this Agreement. The Consultant ratifies and adopts all statements, representations, warranties, covenants, r6",t,j tti and agreements contained in its proposal, and the supporting material submitted by the Consultant, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. 19. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Consultant. 20. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the Director of Public Works or County Engineer, whose decision in the matter shall be final,but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Consultant hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. Section I leadings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 23. Limits uC.An'. \\tu'. r of Default. No consent by either party to,or waiver of,a breach by either party, whether express or implied,shall constitute a consent to,waiver of,or excuse of any other,different, or subsequent breach by either party. 24. No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 25 tieserahility. Provided it does not result in a material change in the terms of this Agreement,if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 26. liinding «n Stteex„cars. Hors and Assigns, This Agreement shalt be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 27. No Assignment. The Contractor shall not sell,assign,or transfer any of rights obtained by this Agreement without the express written consent of the County. Page 8 Lil ii 28. No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. 29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 32. 1'11hfie lteeorats Act. Notwithstanding the provisions of this Agreement to the contrary,to the extent any record, including any electronic, audio, paper or other media,is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW,as may hereafter be amended,the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. (SIGNATURES APPEAR ON THE NEXT PAGE) Puge9of10 DATED this 12?0 day of J v / .20 Q? / . JEFFERSON COUNTY By the authority delegated by the Board of County Commissioners on May 24 and July 6,2021 ///1 Mark McCauley, erim County Administrator IN'I L GRA liALTY RESOURCES .ori Safer Title Consultant Representative -11912.4 Date Approved as to form only: July 19, 2021 Philip C.Hunsucker Date Chief Civil Deputy Prosecuting Attorney Page 10 of 10 "MI. 0r1 A 0D (n 11 ?-/ refit ih '2c 9 C" ' ' , 4 Agency DSA 21-01 INTERAGENCY DATA SHARING AGREEMENT ra Between PS Jefferson County And the Office of the Washington State Auditor A This Interagency Data Sharing Agreement(DSA)is entered into by and between Jefferson County hereinafter referred to as"Agency", and the Office of the Washington State Auditor,hereinafter referred £ to as"SAO",pursuant to the authority granted by Chapter 39.34 RCW and 43.09 RCW. AGENCY PROVIDING DATA:Agency Agency Name: Jefferson County Contact Name: Judy Shepherd Title: Accountant Address: PO Box 563 Port Townsend,WA 98368 Phone: (360)385-9231 E-mail: jshepherd@co.jefferson.wa.us AGENCY RECEIVING DATA: SAO Agency Name: Office of the Washington State Auditor Contact Name: Carol Ehlinger Title: Program Manager Address: 451 Sedgwick Rd Suite 200 Port Orchard,WA 98367 Phone: (360)895-6133 E-mail: ehlingerc@sao.wa.gov 1. PURPOSE OF THE DSA The purpose of the DSA is to provide the requirements and authorization for the Agency to exchange confidential information with SAO. This agreement is entered into between Agency and SAO to ensure compliance with legal requirements and Executive Directives(Executive Order 16-01,RCW 42.56,and OCIO policy 141.10)in the handling of information considered confidential. 2. DEFINITIONS "Agreement"means this Interagency Data Sharing Agreement, including all documents attached or incorporated by reference. DSA Agreement between Agency and SAO Agency DSA:21-01 1/1"1 Agency i')SA 21-01 "'% "Data Access"refers to rights granted to SAO employees to directly connect to Agency systems, networks and/or applications combined with required information needed to implement these rights. "Data Transmission"refers to the methods and technologies to be used to move a copy of the data between systems,networks and/or employee workstations. "Data Storage"refers to the place data is in when at rest.Data can be stored on removable or portable media devices such as a USB drive or SAO managed systems or OCIO/State approved services. "Data Encryption"refers to enciphering data with a NIST-approved algorithm or cryptographic module using a NIST-approved key length.Encryption must be applied in such a way that it renders data unusable to anyone but the authorized users. "Personal Information"means information defined in RCW 42.56.590(l0). 3. PERIOD OF AGREEMENT This agreement shall begin on May 24,2021,or date of execution,whichever is later,and end on May 23,2024,unless terminated sooner or extended as provided herein. 4. JUSTIFICATION FOR DATA SHARING SAO is the auditor of all public accounts in Washington State. SAO's authority is broad and includes both explicit and implicit powers to review records, including confidential records, during the course of an audit or investigation. 5. DESCRIPTION OF DATA TO BE SHARED The data to be shared includes information and data related to financial activity, operation and compliance with contractual, state and federal programs, security of computer systems, performance and accountability for agency programs as applicable to the audit(s)performed. Specific data requests will be limited to information needed for SAO audits, investigations and related statutory authorities as identified through auditor requests. 6. DATA ACCESS If desired,with the Agency's permission,the Agency can provide direct,read-only access into its system. SAO will limit access to the system to employees who need access in support of the audit(s). SAO agrees to notify the agency when access is no longer needed. 7. DATA TRANSMISSION Transmission of data between Agency and SAO will use a secure method that is commensurate to the sensitivity of the data being transmitted. 8. DATA STORAGE AND HANDLING REQUIREMENTS Agency will notify SAO if they are providing confidential data.All confidential data provided by Agency will be stored with access limited to the least number of SAO staff needed to complete the purpose of the DSA. DSA Agreement between Agency and SAO Agency DSA: 21-01 " Agency DSA 21-01 9. INTENDED USE OF DATA The Office of the Washington State Auditor will utilize this data in support of their audits, investigations,and related statutory responsibilities as described in RCW 43.09. 10. CONSTRAINTS ON USE OF DATA The Office of the Washington State Auditor agrees to strictly limit use of information obtained under this Agreement to the purpose of carrying out our audits, investigations and related statutory responsibilities as described in RCW 43.09. 11. SECURITY OF DATA SAO shall take due care and take reasonable precautions to protect Agency's data from unauthorized physical and electronic access. SAO complies with the requirements of the OCIO 141.10 policies and standards for data security and access controls to ensure the confidentiality, and integrity of all data shared. 12. NON-DISCLOSURE OF DATA SAO staff shall not disclose, in whole or in part,the data provided by Agency to any individual or agency,unless this Agreement specifically authorizes the disclosure. Data may be disclosed only to persons and entities that have the need to use the data to achieve the stated purposes of this Agreement. In the event of a public disclosure request for the Agency's data, SAO will notify the Agency a. SAO shall not access or use the data for any commercial or personal purpose. b. Any exceptions to these limitations must be approved in writing by Agency. c. The SAO shall ensure that all staff with access to the data described in this Agreement are aware of the use and disclosure requirements of this Agreement and will advise new staff of the provisions of this Agreement. 13. OVERSIGHT The SAO agrees that Agency will have the right, at any time,to monitor,audit,and review activities and methods in implementing this Agreement in order to assure compliance. 14. TERMINATION Either party may terminate this Agreement with 30 days written notice to the other party's Agreement Administrator named on Page 1.However, once data is accessed by the SAO,this Agreement is binding as to the confidentiality,use of the data,and disposition of all data received as a result of access,unless otherwise amended by the mutual agreement of both parties. 15. DISPUTE RESOLUTION In the event that a dispute arises under this Agreement,a Dispute Board shall determine resolution in the following manner. Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board.The Dispute Board shall review facts,contract terms,and applicable statutes and rules and make a determination of the dispute. 16. GOVERNANCE a. The provisions of this Interagency Data Sharing Agreement are severable.If any provision of this Agreement is held invalid by any court that invalidity shall not affect the DSA Agreement between Agency and SAO Agency DSA: 21-01 Agency BSA other provisions of this Interagency Data Sharing Agreement and the invalid provision shall be considered modified to conform to the existing law. b. In the event of a lawsuit involving this Interagency Data Sharing Agreement,venue shall be proper only in Thurston County,Washington. 17. SIGNATURES The signatures below indicate agreement between the parties. Agency Office of the Washington State Auditor Kith-f Lt r1 Signature Date tighature Date �/Title: C� r �OG Title: / � 74 i A7/ed as 7JY.w• Date: �r M/ Philip C.Hunsucker,Chief Civil Deputy Prosecuti g Attorney Jefferson County Prosecuting Attorney's Office DSA Agreement between Agency and SAO Agency DSA: 21-01 i i 9i JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, Interim County Administrator FROM: Rose Ann Carroll, Auditor DATE: June 21, 2021 SUBJECT: AGREEMENT: Interagency Data Sharing Agreement between Jefferson County & Office of the Washington State Auditor (SAO) STATEMENT OF ISSUE: SAO is the Auditor of all public accounts in Washington State. SAO's authority is broad and includes both explicit and implicit powers to review records, including confidential records, during the course of an audit or investigation. The data to be shared includes information and date related to financial activity, operation and compliance with contractual, state and federal programs, security of computer systems, performance and accountability for agency progras as applicable to the audit(s) performed. Specific data requests will be limited to information needed for SAO audits, investigations and related statutory authorities as identified through auditor requests. FISCAL IMPACT: None. RECOMMENDATION: Approve agreement with Office of the Washington State Auditor (SAO). REVIE ED BY: l 3' 2-/ Mark McCa. ey, Interim County Ad i strator Date . CONTRACT REVIkEtti% CONTRACT WITH: Office of the Washington State Auditor TRACKING NO.: (Contractor/Consultant) JUN 0 7 2021 CONTRACT FOR: Interagency Data Sharing Agreement pp��g� TERM: 5-24-21 thru 5-23-23 COUNTY DEPARTMENT: Audi c7'fN COUN1Y t. 911ERS For More Information Contact: Rose Ann Carroll / Judy Shepherd Contact Phone #: 360 385-9118 / 360 385-9231 RETURN TO: Rose Ann Carroll RETURN BY: June 14, 2021 (Person in Department) (Date) AMOUNT: ZERO PROCESS: ❑ Exempt from Bid Process ❑ Consultant Selection Process Revenue ZERO ❑ Cooperative Purchase Expenditure ZERO ❑ Competitive Sealed Bid Matching funds Required ZERO ❑ Small Works Roster Source(s)of Matching Funds ZERO ❑ Vendor List Bid ❑ RFP or RFQ CI Other Step 1: REVIEW BY RISK My. AGEM Review by: Date Reviewed: ///1 ‘�G Z/ 6 ®A PPROVED FORM ElReturned for revis[on( e Comments) Comments Step 2: REVIEW BYy4OSE ,IJ ING ATTORNEY // ' Review by: (. C', p C. Hunsucker Date 'Reviewed: Chief Civil Deputy Prosecuting Attorney APPROVED AS TO FORM El Returned for revision(See Comments) Comment e Step 3: (If required)DEPARTMENT MAKES REVISIONS &RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract(s),Agenda Request,and Contract Review form. Also,please send 2 copies of just the Contract(s)(with the originals)to the BOCC Office. Place"Sign Here"markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4:30 p.m.TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) • • Wk>7. 47- al PROFESSIONAL SERVICES AGREEMENT FOR COMPLETING A COMMERCIAL APPRAISAL ON ASSESSOR'S TAX PARCEL 001094006 This Professional Services Agreement("this Agreement") is entered into between the County of Jefferson, a municipal corporation("the County"), and Integra Realty Resources ("the Consultant"), in consideration of the mutual benefits, terms, and conditions specified below. 1. Project Designation. The Consultant is retained by the County to complete and deliver a commercial appraisal on Assessor's Tax Parcel 001094006 within 45 days of May 24, 2021. 2. Program Proposal and Scope of Work. Consultant agrees to complete and deliver a commercial appraisal on Assessor's Tax Parcel 001094006 by July 1, 2021 in accordance with the Consultant's proposal, attached. 3. Time for Performance. Work under this Agreement shall commence upon the giving of written notice by the County to the Consultant to proceed. The Consultant receipt of an executed contract shall constitute said notice. Consultant expenses incurred prior to the execution of this agreement but not before May 25th are hereby ratified and are eligible for reimbursement. Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than July 1, 2021. 4. Payment. The Consultant shall be paid by the County for completed work and for services rendered under this Agreement as follows: a. Payment to Consultant during shall not exceed $4,500 without express written modification of this Agreement signed by the County. b. The Consultant may submit invoices to the County once per month during the progress of the work for partial payment for project completed to date. Such vouchers will be checked by the County, and upon approval thereof, payment will be made to the Consultant in the amount approved. Payment of Consultant invoices shall be within 30 days of receipt by the County for any services not in dispute based on the terms of this Agreement. c. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the County after the completion of the work under this Agreement and its acceptance by the County. d. Payment as provided in this section shall be full compensation for work performed, services rendered and for all materials, supplies, equipment and incidentals necessary to complete the work. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 1 of 10 e. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the County and state for a period of three (3)years after final payments. Copies shall be made available upon request. 5. Ownership and Use of Documents. All documents, drawings, specifications, and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the County whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Consultant's endeavors. 6. Compliance with laws. Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services to be rendered under this Agreement. 7. Indemnification. Consultant shall indemnify, defend, and hold harmless the County, its officers, agents and employees, from and against any and all claims, losses or liability, or any portion thereof, including attorney's fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death to Consultant's own employees, or damage to property occasioned by a negligent act, omission or failure of the Consultant. The Contractor specifically assumes potential liability for actions brought against the County by Contractor's employees, including all other persons engaged in the performance of any work or service required of the Contractor under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 R.C.W. The Contractor recognizes that this waiver was specifically entered into pursuant to provisions of R.C.W. 4.24.115 and was subject of mutual negotiation. 8. Insurance. Prior to commencing work, the Contractor shall obtain at its own cost and expense the following insurance coverage specified below and shall keep such coverage in force during the terms of the Agreement. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non-owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $500,000 each occurrence with the County named as an additional insured in connection with the Consultant's performance of his Agreement. This insurance shall indicate on the certificate of insurance the following coverage: (a) Owned automobiles; (b) Hired automobiles; and, (3)Non-owned automobiles. Commercial General Liability Insurance in an amount not less than a single limit of $500,000 per occurrence and an aggregate of not less than two (2)times the occurrence amount ($1,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 2 of 10 The commercial general liability insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: a. Broad Form Property Damage, with no employee exclusion; b. Personal Injury Liability, including extended bodily injury; c. Broad Form Contractual/Commercial Liability—including coverage for products and completed operations; d. Premises—Operations Liability (M&C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. The County shall be named as an"additional named insured" under all insurance policies required by this Agreement, except Professional Liability Insurance when not allowed by the insurer, and shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to the County. Such insurance coverage shall be evidenced by one of the following methods: (a) Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of Credit from a qualified financial institution. The Contractor shall furnish the County with properly executed certificates of insurance that, at a minimum, shall include: (a) The limits of overage; (b) The project name to which it applies; (c) The certificate holder as Jefferson County, Washington and its elected officials, officers, and employees with the address of Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368, and, (d)A statement that the insurance policy shall not be canceled or allowed to expire except on thirty (30) days prior written notice to the County. If the proof of insurance or certificate indicating the County is an"additional insured"to a policy obtained by the Consultant refers to an endorsement(by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Consultant to obtain the full text of that endorsement and forward that full text to the County. Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of this Agreement. Failure of the Contractor to take out or maintain any required insurance shall not relieve the Contractor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations concerning indemnification of the County. The Contractor's insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies, with the exception of Professional Liability Insurance, so affected shall protect all the parties and shall be primary coverage for all losses covered by the above described insurance. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 3 of 10 Insurance companies issuing the Contractor's insurance policy or policies shall have no recourse against the County (including its employees and other agents and agencies) for payment of any premiums or for assessments under any form of insurance policy. All deductibles in the Contractor's insurance policies shall be assumed by and be at the sole risk of the Contractor. Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreement by the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention, or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Any judgments for which the County may be liable, in excess of insured amounts required by this Agreement, or any portion thereof, may be withheld from payment due, or to become due, to the Contractor until the Contractor shall furnish additional security covering such judgment as may be determined by the County. Any coverage for third party liability claims provided to the County by a"Risk Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any insurance policy the Contractor shall provide to comply with this Agreement. The County may, upon the Contractor's failure to comply with all provisions of this Agreement relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. The Contractor shall provide a copy of all insurance policies specified in this Agreement. Written notice of cancellation or change in the Contractor's insurance required by this Agreement shall reference the project name and agreement number and shall be mailed to the County at the following address: Jefferson County Risk Management, P.O. Box 1220, Port Townsend, WA 98368. The Contractor's liability insurance provisions shall be primary and noncontributory with respect to any insurance or self-insurance programs covering the County, its elected and appointed officers, officials, employees, and agents. Any failure to comply with reporting provisions of the insurance policies shall not affect coverage provided to the County, its officers, officials, employees, or agents. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. The Contractor shall include all subcontractors as insured under its insurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance coverage for subcontractors shall be subject to all the requirements stated in this Agreement. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 4 of 10 The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. The Contractor shall maintain all required insurance policies in force from the time services commence until services are completed. Certificates, insurance policies, and endorsements expiring before completion of services shall be promptly replaced. All the insurance policies required by this Agreement shall provide that thirty (30) days prior to cancellation, suspension, reduction or material change in the policy, notice of same shall be given to the County Risk Manager by registered mail, return receipt requested. The Contractor shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific service agreements. 9. Worker's Compensation (Industrial Insurance). If and only if the Consultant employs any person(s) in the status of employee or employees separate from or in addition to any equity owners, sole proprietor, partners, owners or shareholders of the Consultant,the Contractor shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Risk Management, upon request. Worker's compensation insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage shall extend to any subcontractor that does not have their own worker's compensation and employer's liability insurance. The Contractor expressly waives by mutual negotiation all immunity and limitations on liability, with respect to the County, under any industrial insurance act, disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be applicable in the case of such claim. If the County incurs any costs to enforce the provisions of this subsection, all cost and fees shall be recoverable from the Contractor. 10. Independent Contractor. The Consultant and the County agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. The Contractor specifically has the right to direct and control Contractor's own activities, Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 5 of 10 and the activities of its subcontractors, employees, agents, and representatives, in providing the agreed services in accordance with the specifications set out in this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither Consultant nor any employee of Consultant shall be entitled to any benefits accorded County employees by virtue of the services provided under this Agreement, including, but not limited to: retirement, vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Jefferson County employees. The County shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to Consultant, or any employee of Consultant. 11. Subcontracting Requirements. The Contractor is responsible for meeting all terms and conditions of this Agreement including standards of service, quality of materials and workmanship, costs, and schedules. Failure of a subcontractor to perform is no defense to a breach of this Agreement. The Contractor assumes responsibility for and all liability for the actions and quality of services performed by any subcontractor. Every subcontractor must agree in writing to follow every term of this Agreement. The Contractor must provide every subcontractor's written agreement to follow every term of this Agreement before the subcontractor can perform any services under this Agreement. The County Engineer or their designee must approve any proposed subcontractors in writing. Any dispute arising between the Contractor and any subcontractors or between subcontractors must be resolved without involvement of any kind on the part of the County and without detrimental impact on the Contractor's performance required by this Agreement. 12. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission,percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the County shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 13. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 6 of 10 14. No Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the County. Assignment does not include printing or other customary reimbursable expenses that may be provided in an agreement. 15. Non-Waiver. Waiver by the County of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 16. Termination. a. The County reserves the right to terminate this Agreement at any time by giving ten(10) days written notice to the Consultant. b. In the event of the death of a member, partner,or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the County. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the County, if the County so chooses. 17. Notices. All notices or other communications which any party desires or is required to give shall be given in writing and shall be deemed to have been given if hand-delivered, sent by facsimile, email, or mailed by depositing in the United States mail, prepaid to the party at the address listed below or such other address as a party may designate in writing from time to time. Notices to the County shall be sent to the following address: Jefferson County Central Services P.O. Box 1220 Port Townsend, WA 98368 Notices to Consultant shall be sent to the following address: Lori Safer 600 University Street Suite 310 Seattle, WA 98101 18. Integrated Agreement. This Agreement together with attachments or addenda, represents the entire and integrated Agreement between the County and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No representation or promise not expressly contained in this Agreement has been made. This Agreement supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral, by the County within the scope of this Agreement. The Consultant ratifies and adopts all statements, representations, warranties, covenants, and agreements contained in its proposal, and the supporting material submitted by the Consultant, accepts this Agreement and agrees to all of the terms and conditions of this Agreement. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 7 of 10 19. Modification of this Agreement. This Agreement may be amended only by written instrument signed by both County and Consultant. 20. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into claims or legal actions. Any disputed issue not resolved pursuant to the terms of this Agreement shall be submitted in writing within 10 days to the Director of Public Works or County Engineer, whose decision in the matter shall be final, but shall be subject to judicial review. If either party deem it necessary to institute legal action or proceeding to enforce any right or obligation under this Agreement, each party in such action shall bear the cost of its own attorney's fees and court costs. Any legal action shall be initiated in the Superior Court of the State of Washington for Jefferson County. The parties agree that all questions shall be resolved by application of Washington law and that the parties have the right of appeal from such decisions of the Superior Court in accordance with the laws of the State of Washington. The Consultant hereby consents to the personal jurisdiction of the Superior Court of the State of Washington for Jefferson County. 22. Section Headings. The headings of the sections of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of the sections or this Agreement. 23. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. 24. No Oral Waiver. No term or provision of this Agreement will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. Failure of a party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. 25. Severability. Provided it does not result in a material change in the terms of this Agreement, if any provision of this Agreement or the application of this Agreement to any person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application this Agreement shall not be affected and shall be enforceable to the fullest extent permitted by law. 26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties' successors in interest, heirs, and assigns. 27. No Assignment. The Contractor shall not sell, assign, or transfer any of rights obtained by this Agreement without the express written consent of the County. 28. No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement shall be construed to mean, that any provision in this Agreement is for the benefit of any person or entity who is not a party. Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 8 of 10 } 29. Signature in Counterparts. The parties agree that separate copies of this Agreement may be signed by each of the parties and this Agreement shall have the same force and effect as if all the parties had signed the original. 30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic signatures shall have the same force and effect as original signatures. 31. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at arms-length, with the assistance and advice of competent, independent legal counsel. 32. Public Records Act. Notwithstanding the provisions of this Agreement to the contrary, to the extent any record, including any electronic, audio, paper or other media, is required to be kept or indexed as a public record in accordance with the Washington Public Records Act, Chapter 42.56 RCW, as may hereafter be amended, the Contractor agrees to maintain all records constituting public records and to produce or assist the County in producing such records, within the time frames and parameters set forth in state law. The Contractor further agrees that upon receipt of any written public record request, Contractor shall, within two business days, notify the County by providing a copy of the request per the notice provisions of this Agreement. SIGNATURES APPEAR ON THE NEXT PAGE: Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 9 of 10 DATED this day of A , 20 91 . JEFFERSON COUNTY By the authority delegated to me by the Board of County Commissioners on May 24, 2021 Integra Realty Resources • Name of Consultant Mark McCaule nterim County Administr Lori Safer ConsultanRepresentative ighature) Title 1)IDSIII Date Approved as to orm only: zav? Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney Professional Services Agreement, Contract A, Version 1, Risk Legal Review Date 04/30/2018 Page 10 of 10 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS REGULAR AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley,Interim County Administrator/Central Services Director DATE: May 10,2021 SUBJECT: Letter of Intent regarding Assessor's Tax Parcel 001094006 which is a candidate parcel for a homeless housing project STATEMENT OF ISSUE: Jefferson County has an intractable homeless problem,as evidenced by the homeless population housed at the Jefferson County Fairgrounds and elsewhere throughout the county. This problem was severely exacerbated by the Covid-19 pandemic.The impending end of the eviction moratorium adds additional urgency to the search for permanent solutions. The American Rescue Plan Act, recently signed into law, may provide funding that the County can use to acquire land that could become a campus for the homeless population. This campus could include a shelter and full wrap-around services.The campus concept was developed by Cherish Cronmiller, OlyCAP Executive Director,and is part of our effort to secure American Rescue Plan Act infrastructure funding. The City of Port Townsend is a partner in this effort. ANALYSIS: We have identified an ideally located candidate parcel of suitable size which is listed for sale by John L. Scott. A parcel map is attached(parcel highlighted with the blue border).The asking price is$1.495 million. The attached Letter of Intent will secure the property for 60 days which will allow the County to perform due diligence,which will include an appraisal by a certified appraiser and discussions with City of Port Townsend building officials. FISCAL IMPACT: This request, in and of itself,has no fiscal impact. RECOMMENDATION: That the Board of County Commissioners approve and sign the attached letter of intent. REVIEWED BY: / Mark McCaule Interim County Adm. strator Date J Authentisign ID:EAEEF41E-CAA9.4822.81A0.9069C3B8174D LETTER OF INTENT This Letter of Intent (LOI) is entered into as of the date of the last signature below by Jefferson County, a Washington municipal corporation (Buyer) and Pacific Funding Corporation (UBI Number 600 339 345), FPH Land, LLC (UBI Number 602 105 580), and Winchester Investment Corp. (UBI Number 601 125 422) (collectively Seller). This LOI serves as an outline of the terms and conditions under which the parties propose that Buyer will enter into a Purchase and Sale Agreement for certain property from Seller. It is the parties' intention that the provisions set forth in the attached Term Sheet be set forth in greater detail in a Purchase and Sale Agreement (PSA). The language used is not necessarily to be incorporated verbatim in the PSA, and additional terms and provisions not set forth below may be added to the PSA as mutually agreed upon by the parties. Although the parties understand that they shall not be contractually bound unless and until they enter into a formal, written PSA, Seller acknowledges and agrees that Buyer may use this Letter of Intent in grant funding applications as an expression of Seller's willingness to negotiate such PSA. And in consideration for Buyer's efforts to secure funding for its intended project, Seller and Buyer agree that between execution of this LOI and 45 days after that(i.e.,the deadline for the parties to enter into a binding PSA), Seller shall not enter into any new leases or purchase agreements or any extensions of any existing leases for the Property. Ct)] 05/07/2021 This letter shall expire if not fully executed by end of business May 18, 2021. C05/08/2021 (SIGNATURES FOLLOW ON NEXT PAGE) ` l 05/07/2021 J LETTER OF INTENT Page 1 of 6 Authentisign EAEEF41E-CAA9.482241A041069C34381740 ACCEPTED AND AGREED TO: JEFFERSON COUNTY,WA PACIFIC FUNDING CORPORATION Board of County Commissioners Jefferson County, Washington By: (--4, "; /7/21 By. - • dtLerf 246...)10%.13, Kate Dean, hair Date Signature Name: George Barber By: / G g rotherton Date vr AL" 47/17 Date. By 7. / 14 Heidi Fisenhour Date FPH LAND, LLC Rant MatfituiSEAL: g By: z tV YU 1 /, Signature Name: Robert Mathwig Title: AFIESIc5 07 2J21 Date: s'• / 7/ WINCHESTER INVESTMENT CORP. Carolyn Calloway Date Clerk of the Board By: Approved as,to form only: teffegivivi 43 PM PDT ` meg Name: Mark Zenger May 18, 2021 Philip C. Hunsucker Date Title: Chief Civil Deputy Prosecuting Attorney 05 08 2,"2 Date: LETTER OF IN1 r Page 2 of 6 Authentisign ID:EAEEF41E-CAA9.4B22-81A0-9D89C3BB1740 TERM SHEET 1. PROPERTY. The Property is legally described in Exhibit A. The Property is also identified as Jefferson County Assessor's Tax Parcel 001094006. 2. PROJECT: The Project is for a location for homeless housing. 3. BUYER. The Buyer shall be Jefferson County, Washington (Buyer). 4. SELLER. The Seller shall be Pacific Funding Corporation (UBI Number 600 339 345), FPH Land, LLC (UBI Number 602 105 580), and Winchester Investment Corp. (UBI Number 601 125 422)(collectively Seller). 5. PURCHASE PRICE. The purchase price shall be $1.495 million. 6. CLOSING DATE; CLOSING AGENT. Closing shall occur on or before December 1, 2021. Closing shall mean the date on which all documents are recorded, and the sales proceeds are available for disbursement. Closing shall occur at First American Title Company,2424 S. Park Ave., Port Townsend, WA 98368, (360)385-1322, which shall act as Closing Agent, unless the parties agree in writing otherwise. Seller and Buyer shall deposit with the Closing Agent all instruments, monies, and other documents reasonably required to complete the closing of the transaction in accordance with the terms of the PSA. 7. POSSESSION AND OCCUPANCY. Buyer shall be entitled to possession and occupancy of the Property on the Closing Date. 8. ESCROW/CLOSING COSTS. Buyer shall pay all Closing Costs. 9. CONVEYANCE OF TITLE. At Closing, Seller shall convey to Buyer fee simple title to the Property by duly executed and acknowledged statutory warranty deed, free and clear of all defects and encumbrances. 10. CONTINGENCIES; DUE DILIGENCE; EXTENSION OF CLOSING DATE. Closing is contingent upon the following events and approvals. Buyer agrees to proceed in good faith and with all deliberate speed to perform required due diligence to meet the contingencies. If any of the contingencies are not met, upon notice from Buyer to Seller the PSA shall terminate,and the parties shall be released from any further obligations under that Agreement. �] ' oe�or2a21 a. INSPECTION CONTINGENCY. Closing shall be contingent upon Buyer's 05,08/2021 subjective satisfaction the Property is appropriate for the Project. Buyer will bear all costs to evaluate the site, including all studies and investigations, designs, consultations with relevant permitting jurisdictions, etc. 05107,2021 akt b. AMERICAN RECOVERY ACT FUNDING. Closing shall be contingent upon approval of Buyer's grant funding under the American Recovery Act. c. CONTINGENCY PERIOD. Buyer's Contingency period shall be 45 days. So long as Buyer is not in default, then Buyer shall have the right to extend the Contingency Period Five (5) times for a period of Thirty (30) days each (the "Extension Periods"). For each such Extension Period, Buyer shall deposit with the Escrow Office an additional Five Thousand and 00/100 Dollars ($5,000) ("The LETTER OF INTENT Page 3 of 6 Authentislgn ID:EAEEF41E-CAA9-4B22-61A0-9069C3861740 Extension Deposit")which is non-refundable but applicable to the Purchase Price. The Escrow Office shall make each Extension Deposit immediately payable to the Sellers. 11. ASSIGNMENT. The PSA shall be assignable by Buyer to another entity (including, but ch 05107`2021 not limited to, an LLC or LLLP). 12. EXCLUSIVITY. Seller shall not initiate or carry on negotiations for the sale or lease of C,,_, 05 08,2021 the Property with any other party prior to Closing. 13. GENERAL PROVISIONS. The PSA shall contain standard contract provisions o5107i2021 including, but not necessarily limited to the following: a. Notice. The PSA (CBA form PS-1A) shall identify contact information for each party and provide for how notice shall be given. b. Controlling Law. The parties agree that the PSA will be entered into in the State of Washington. The PSA shall be governed by and construed in accordance with the laws of the United States,the State of Washington and the County of Jefferson, as if applied to transactions entered into and to be performed wholly within Jefferson County, Washington between Jefferson County residents. No party shall argue or assert that any state law other than Washington law applies to the governance or construction of the PSA. c. Jurisdiction and Venue. Should either party bring any legal action under the PSA, each party in such action shall bear the cost of its own attorney's fees and court costs. The venue for any legal action shall be solely in the appropriate state court in Jefferson County, Washington, subject to the venue provisions for actions against counties in RCW 36.01.050. d. Integration Clause. The PSA shall contain an integration clause which provides that the PSA memorializes the entire agreement of the parties and contains all its parts, that no party made any representation or promise that is not contained in the PSA, that the PSA is not based any inducement, promise or representation, expressed or implied, which is not contained in the PSA, and that the PSA supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral,within the scope of the PSA. e. Time is of the Essence. Time is of the essence as to all terms and conditions of the PSA. 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