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HomeMy WebLinkAbout110821ca06 JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS CONSENT AGENDA REQUEST TO: Board of County Commissioners FROM: Mark McCauley,Interim County Administrator DATE: November 8,2021 SUBJECT: Agreement Between Jefferson County and EDC Team Jefferson to Use Public Infrastructure Fund Monies to Finance Economic Development Personnel STATEMENT OF ISSUE: RCW 82.14.370 authorizes certain counties to impose a sales and use tax state that is deducted from the amount of tax otherwise paid to the state under chapter 82.08 or 82.12 RCW. Jefferson County Code has imposed the sales and use tax authorized by RCW 82.14.370 since 1998,most recently codified by Jefferson County Ordinance No. 13-1119-18 and Chapter 3.28 JCC. RCW 82.14.370 stipulates that monies collected under RCW 82.14.370 may be used to finance personnel in economic development offices. Jefferson County Ordinance No. 13-1119-18 and JCC 3.28.030(2)(d)also state that these monies may be used to finance personnel in economic development offices. Jefferson County's associate development organization,EDC Team Jefferson, is an economic development office, and is therefore eligible for PIF funding. EDC Team Jefferson has made a proposal in this regard,which is captured in the attached financing agreement. The PIF Board believes it is in the public interest to support economic development throughout Jefferson County by utilizing a portion of Public Infrastructure Funds to help finance personnel in EDC Team Jefferson,thereby enhancing its capacity to stimulate economic development.These payments were included in the 5-Way Agreement recently entered into with the EDC,Port of Port Townsend,PUD#1 and the City of Port Townsend. The PIF Board recommended an 18-month renewal of the agreement on November 2,2021. ANALYSIS: Jefferson County needs more economic development. EDC Team Jefferson's mission is to encourage and stimulate that development. These funds will enhance their capacity in that regard. FISCAL IMPACT: This request will cost$50,000 in 2022 and$25,750 in 2023. Payments to made using Fund 306— Public Infrastructure monies. The 2022-2023 Biennial Budget will include these expenses. RECOMMENDATION: That the BOCC approve the agreement with EDC Team Jefferson to finance economic development personnel and authorize the Chair to sign the agreement on behalf of the Board. REVIEWED BY: Mark McCauley, I im County Administrator Date AGREEMENT TO FINANCE ECONOMIC DEVELOPMENT PERSONNEL This Agreement To Finance Economic Development Personnel (this Agreement) is entered into byJeffersonCounty,apoliticalsubdivisionandmunicipalcorporationoftheStateof Washington, having its principal offices at P.O. Box 1220, Port Townsend, WA 98368 (hereinafter “County”); and Economic Development Council Team Jefferson, a 501(c)(6) tax exempt organization designated as the Jefferson County / Washington State Department of Commerce’s Associate Development Organization, registered with Washington State as a non-profit corporation and having its principal offices at 2409 Jefferson Street, Suite A; Port Townsend, WA 98368 (hereinafter “Contractor”); together referred to as “theParties.” WHEREAS,RCW82.14.370authorizescertaincountiestoimposeasalesandusetaxstate thatis deducted from the amount of tax otherwise paid to the state under chapter 82.08 or 82.12 RCW; and WHEREAS, Jefferson County Code has imposed the sales and use tax authorized by RCW 82.14.370since1998,mostrecentlycodifiedbyJeffersonCountyOrdinanceNo.13-1119-18 and Chapter 3.28 JCC;and WHEREAS,JeffersonCountyOrdinanceNo.13-1119-18andJCC3.28.020directthatsuch monies shall be deposited in the Public Infrastructure Fund by the county treasurer;and WHEREAS,RCW82.14.370stipulatesthatmoneyscollectedunderRCW82.14.370may onlybe used to finance public facilities serving economic development purposes in rural counties and finance personnel in economic development offices; and Jefferson County Ordinance No. 13-1119-18 and JCC 3.28.030(2)(d) also state that Public Infrastructure Funds may be used “to finance personnel in economic development offices...;”and WHEREAS, the Contractor is an economic development office; and WHEREAS, it is in the public interest to support economic development throughout Jefferson CountybyutilizingaportionofPublicInfrastructureFundstohelpfinance personnelinEDCTeam Jefferson, thereby stabilizing the Contractor and enhancing its capacity;and NOW, THEREFORE, the Parties hereby agree asfollows: SECTION1.EFFECTIVE DATE OF THIS AGREEMENT This Agreementis effective on January 1, 2022and terminates on June30, 2023, unless terminated earlier pursuant to Section 8 of this Agreement; however,Section 2.2A. and Section4.4 shall each survive such termination until fulfilled. This Agreementmay be extended for 18 months,if both parties agree. 1 SECTION2.SCOPE OFWORK 2.1Public Infrastructure Funds provided yearly through this Agreement shall be used by the Contractor exclusively to finance personnel of the Contractor in that sameyear. Examples of ongoing activities of the Contractor conducted by or with the assistance of the Contractor’s personnel include: Providing direct business assistance: The Contractor offers information and expertise throughout Jefferson County to help people build, grow, relocate a businesshere,buyabusiness,orstayinbusiness.Thisincludeshelpingto connect businesses with funding sources. In providing direct business assistance, the Contractor shall actively promote geographic distribution and equity. Information & Research:TheContractorofferslocalandregionaleconomic data, conducts periodic research and prepares reports across nine industry sectors. Education & Training: The Contractor provides business skills classes, business planning courses, and LEAN thinking workshops for entrepreneurs and startups throughout JeffersonCounty. Associate Development Organization:The Contractor performs related services as an Associate Development Organization to fulfill the statutory requirements of Chapter 43.330RCW. In addition, in 2022, Contractor personnel will work with Washington State University and the U.S. Small Business Administration for the purpose of having the Small Business Development Center Advisor continueholding weekly office hours in Jefferson County on an equitable basis. 2.2The Contractor agrees to provide reports as outlinedbelow. A.Foreachhalf-year,onorbeforethefollowingJuly31andJanuary31,provideto the County(withcopiessenttoallmembersofthePublicInfrastructureFund Board)the followingreports: A half-yearly report of the use, services, programs and activities ofthe nd Contractor underthisAgreement forthepriorhalfyear;andforthe2half- yearofeachyear, the report shall also include a summary of the entireyear; Half-yearreports may include, but are not limitedto: An annual Economic Vitality Index report, ifavailable; Business Retention and Expansion (BRE)activities; Business Assistanceactivities; 2 Community Readiness and Capacity Buildingactivities. A half-yearly financial report, including a financial statement detailing actual revenues and expenses, which statement shall also identify revenues and expenditures of the PIF funds provided through this Agreement; and a staffing summary, which shall also identify all staff financed in part with the PIF nd funds provided through this Agreement; and for the 2half-year of each year, the financial report shall also include a detailed financial statement and staffing summary for the entireyear. B.Meet withthePublicInfrastructureFundBoard(PIFBoard)annually,oras requestedby the PIF Board Chair, to report on the Contractor’s economic development activities and staffing in the prior twelve months, and to outline activities and staffing planned for the comingyear. C.Provide to the County a copy of publicly available information of all reports by the Contractor to the Washington State Department of Commerce as an Associate Development Organization (ADO) regarding its activities pursuant to Chapter 43.330 RCW and its activities funded by the State as anADO. SECTION 3. AGREEMENT REPRESENTATIVES TheCountyandtheContractorwilleachhaveanAgreementrepresentative.Apartymay change its representative upon providing written notice to the other party. The parties’ representatives are asfollows: County’s Agreement Supervisor Mark McCauley, Jefferson County Interim County Administrator P.O. Box 1220 Port Townsend, WA 98368 MMcCauley@co.jefferson.wa.us (360) 385-9130 Contractor’s Agreement Representative Cindy Brooks, Executive Director EDC Team Jefferson 2409 Jefferson Street, Suite A Port Townsend, WA 98368 director@edcteamjefferson.com (360) 379-4693 3 SECTION 4. COMPENSATION 4.1Funding to finance Contractor personnel shall be $50,000 in 2019, and shall increase by 3% in each succeeding year during of the term of this Agreement. In the first month of each quarter, Jefferson County shall pay the Contractor one-fourth of that year's funding, to be used exclusively to fund Contractor personnel pursuant to Section 2 above,as follows: Agreement Years $ per Quarter Quarters in the Year Total per Agreement 2022 $12,500 4 $50,000 2023 $12,750 2 $25,750 4.2.Payments shall be contingent on prior submittal of all required reports that are due per Section2. 4.3.Funding provided by this Agreement shall only be expended on the Contractor’s personnel costs. Monies used for other services or purposes shall be refunded to the County. 4.4.Any monies under-expended of the total funding in any year allocated under this Agreement shall be refunded to the County by January 31, of the following year. 4.5.If the Contractor fails to perform any substantial obligation of this Agreement, and the failure has not been cured within 10 business days following notice from the County, the County may, in its sole discretion and upon written notice to the Contractor, withhold all monies due the Contractor, without penalty, until such failure to perform iscured. 4.6.The Contractor will not be entitled to use the payments under this Agreement for personnel costs incurred prior to January 1, 2019 or after its termination, unless explicitly allowed by a written amendment to this Agreement executed by both parties. SECTION 5.AMENDMENTS Any renewal, amendment or modification to this Agreement must be in writing, be signed by both parties and be attached to this Agreement. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by the County Commissioners and has becomeeffective. 4 SECTION6.HOLD HARMLESS ANDINDEMNIFICATION 6.1Under this Agreement, the County is providing funding to help finance the Contractor’s personnel,whosupporttheContractor’sownmissionasaneconomic developmentoffice and Associate Development Organization. The County does not assumeany liability for the Contractor’s work. 6.2The Contractorshall defend, indemnify and hold the County, its officers, officials, employees, agents and volunteers(and their marital communities)harmless from any and all claims, injuries, damages, losses or suits including attorney’sfees, arising out of or resulting from the acts, errors or omissions of the Contractorin performance of this Agreement, except for injuries and damages caused by the sole negligence of the County. 6.3The Contractor’s obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the Contractor, the Contractor’s employees, agents orsubcontractors. 6.4Should a court of competent jurisdiction determine that this Agreementis subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property causedby or resulting from the concurrent negligence of the Contractorand the County, its officers, officials, employees, agents and volunteers (and their marital communities)the Contractor’s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor’s negligence. 6.5It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. 6.6The provisions of this section shall survive the expiration or termination of this Agreement. SECTION7.INSURANCE 7.1TheContractorshallobtain andkeepinforceduringthetermsofthis Agreement, policies of insurance asfollows: A.If and only if the Contractor 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 Contractor, Worker’s Compensation Insurance in an amount or amounts that are not less than the required statutory 5 minimum(s)asestablishedbytheStateofWashingtonorthestateorprovince where the Contractor islocated. B.Commercial Automobile Liability Insuranceproviding 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 Contractor’s performance of this Agreement. C.GeneralCommercial LiabilityInsuranceinanamountnot lessthanasinglelimitof one million dollars ($1,000,000) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($2,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in this Agreementspecifications.Theinsurancecoverageshallcontainnolimitationson thescopeofthe protection provided and include the following minimum coverage: a.Broad Form Property Damage, with no employeeexclusion; b.Personal Injury Liability, including extended bodilyinjury; c.BroadFormContractual/CommercialLiability-includingcompletedoperations; d.Premises -Operations Liability(M&C); e.Independent Contractors andsubcontractors; f.Blanket ContractualLiability. 7.2Miscellaneous InsuranceProvisions. A.Such insurance coverage shall be evidenced by one of the followingmethods: Certificate ofInsurance; Self-insurancethroughanirrevocable LetterofCreditfromaqualified financial institution. B.Certificates of coverage as required by this section shall be delivered to the County within fifteen (15) days of execution of thisagreement. C.Any deductibles or self-insured retention shall be declared to and approved by the County prior to the approval of this Agreementby the County. At the option of the County, the insurer shall reduce or eliminate deductibles or self-insured retention or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defenseexpenses. 6 D.TheContractorshallincludeallsubcontractorsasinsuredunderitsinsurance policies or shall furnish separate certificates and endorsements for each subcontractor. All insurance provisions for subcontractors shall be subject to all of the requirements statedherein. E.FailureoftheContractortotakeoutand/ormaintainanyrequiredinsuranceshall not relieveTheContractorfromanyliabilityunderthis Agreement,norshallthe insurance requirements be construed to conflict with or otherwise limit the obligations concerningindemnification. F.It is agreed by the parties that 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 so affected shall protect both partiesandbeprimarycoverageforanyandalllosses coveredbytheabovedescribed insurance. It is further agreed by the parties that insurance companies issuing the 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 policy. It is further agreed by the parties that any and all deductibles in the above described insurance policies shall be assumed by and be at the sole risk of theContractor. G.ItisagreedbythepartiesthatjudgmentsforwhichtheCountymaybeliable,in excess of insured amounts provided herein, or any portion thereof, may be withheld from payment due, or to become due, to the Contractor until such time as the Contractor shallfurnishadditionalsecuritycoveringsuchjudgmentasmay bedeterminedbythe County. H.The County reserves the right to request additional insurance on an individual basis for extra hazardous contracts and specific serviceagreements. I.AnycoverageforthirdpartyliabilityclaimsprovidedtotheCountybya“Risk Pool”created pursuant to Ch. 48.62 RCW shall be non-contributory with respect to any policy of insurance the Contractor must provide in order to comply with this Agreement. J.If the proof of insurance or certificate indicating the County is an “additional insured”to a policy obtained by the Contractor 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 Contractor to obtain the full text of that endorsement and forward that full text to theCounty. K.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 theContractor. 7 SECTION8.TERMINATION 8.1The County may terminate this Agreementin whole or in part whenever the County determines, in its sole discretion, that such termination is in the best interests of the County. The County may terminate this Agreementupon giving the Contractor 30 days’written notice, except as otherwise provided herein. In that event, the County will pay the Contractor for all costs incurred by the Contractor in performing this Agreementup to the date of such notice, subject to the other provisions of this Agreement. 8.2If funding for the underlying project or matter is withdrawn, reduced or limited in any wayafterthis Agreementissignedorbecomeseffective,orifContractor’s designationas an Associate Development Organization is terminated, the County may immediately terminate this Agreementnotwithstanding any other termination provision in this Agreement.Terminationunderthisprovisionwillbe effectiveuponthedatespecifiedin the written notice of termination sent by County to the Contractor. No costs incurred after the effective date of the termination will bepaid. 8.3If the Contractor breaches any of its obligations under this Agreement, and fails to cure the breach within 10 business days of written notice to do so by the County, the Countymay terminate this Agreement. In that event, the County will pay the Contractor only for the costs of services accepted by the County. Upon such termination, the County, at its discretion, may obtain performance of the work elsewhere, and the Contractor will bear all costs and expenses incurred by the County in completing the work and all damages sustained by the County due to the Contractor’s breach. 8.4In the event the Contractor secures additional funding to finance its personnel, the CountymayamendorterminatethisAgreementandreallocatesomeorallfunds thereby released to finance public facilities serving economic purposes pursuant to statelaw. SECTION9.ASSIGNMENT, DELEGATION ANDSUBCONTRACTING 9.1The Contractor will perform under this Agreementusing only its bona fide employees or agents, and the obligations and duties of the Contractor under this Agreementwill not be assigned, delegated or subcontracted to any other person or firm without the prior express written consent of theCounty. 8 9.2The Contractor warrants that it has not paid, nor has it agreed to pay, any company, person, partnership or firm, other than a bona fide employee working exclusively for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. SECTION10.INDEPENDENTCONTRACTOR 10.1The Contractor’s services will be furnished by the Contractor as an independent contractor and not as an agent,an employee or a servant of the County. The Contractor specifically has the right to direct and control Contractor’s own activities in providing the agreed services in accordance with the specifications set out in this Agreement. The Contractor shall perform the contracted work. Any designee shall have prior County approval to substitute for the contractedrepresentative. 10.2TheContractoracknowledgesthattheentirecompensation forthis Agreementisset forth in the compensation provisions of this Agreementand the Contractor is not entitled to any County benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to Countyemployees. 10.3The Contractor will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, agent or representative of the Contractor will be or be deemed to be, or act or purport to act, as an employee, agent or representative of theCounty. SECTION11.NONDISCRIMINATION The Contractor, its assignees, delegates or subcontractors will not discriminate against any person in performance of services under this Agreement or in the selection and retention of employeesorprocurementofmaterialsorsuppliesonthebasisofage,sex,maritalstatus, sexual orientation, religion, creed, race, color, national origin, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guideorserviceanimalbyapersonwithadisability,unlessbaseduponabona fideoccupational qualification. SECTION12.RECORDS The Contractor will maintain documented proof of payments made and other expenditures authorized under this Agreement for a minimum of six (6) years. Upon reasonable notice, the Contractor shall provide access to County or State representatives to inspect the books and records of the Contractor relating to the performance of this Agreement. 9 SECTION13.DISPUTES Differences, disputes and disagreements between the Contractor and the County arising under or out of this Agreementwill be brought to the attention of the County at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance or compensation due the Contractor will be decided by the County Administrator. All rulings, orders, instructions and decisions of the County Administrator will be final andconclusive. SECTION14.CONFIDENTIALITY 14.1The Contractor, its employees, subcontractors and their employees will maintain the confidentiality of all information provided by the County or acquired by the Contractor inperformance of this Agreement, except upon the prior express written consent of the County or upon an order entered by a court of competent jurisdiction. The Contractor will promptly give the County Administrator written notice of any judicial proceeding seekingdisclosureofsuchinformation,aswellasanycontactsby citizens,proponentsor interested parties as to matters before the contractor. 14.2The County is a political subdivision of the State of Washington and as such is subject to Ch. 42.56 RCW, the Public Records Act, which requires disclosure of non- exempt documents and records to a person or entity that requests such documents or records. SECTION15.CHOICE OF LAW, JURISDICTION ANDVENUE 15.1 This Agreementwill be construed as having been made and delivered within the State of Washington, and it is agreed by each party that this Agreementwill be governed by the laws of the State of Washington, both as to its interpretation and performance. 15.2 Any action of law, suit in equity or other judicial proceeding arising under or out of this AgreementmaybeinstitutedandmaintainedonlyinSuperiorCourtforJefferson County. SECTION16.MISCELLANEOUS 16.1No Waiver. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of this Agreement, does not constitutea waiver of such provision or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Agreementat a latertime. 10 16.2Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts including, but not limited to, the employer’s portion of any taxes that arise from compensation owed or paid to employees, agents or representatives of the Contractor or are otherwise mandated by Title 26U.S.C. 16.3Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under this Agreement. 16.4SuccessorsandAssigns.TheCounty,totheextentpermittedbylaw,andthe Contractor each bind themselves, their partners, successors, executors, administrators and assigns to the other party to this Agreementand to the partners, successors, administrators and assigns of such other party in respect to all covenants to this Agreement. 16.5Severability. If a court of competent jurisdiction holds any provision of this Agreementto beillegal, invalid or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties’rights and obligations will be construed and enforced as if this Agreementdid not contain the particular provision heldto be invalid. If any provision of this Agreementconflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 16.6Entire Agreement. The parties acknowledge that this Agreementis the complete expression of their agreement regarding the subject matter of this Agreement. Any oral or written representations or understandings not incorporated in this Agreement are specificallyexcluded. 16.7Notices.Anynoticeswillbeeffectiveifpersonallyserveduponthe otherpartyorif mailed by registered or certified mail, return receipt requested, to the addresses set out in this AgreementRepresentatives provision of this Agreement. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at thebeginning of the next workingday. (SIGNATURES APPEAR ON NEXT PAGE) 11 IN WITNESS WHEREOF, this Agreement is executed and shall become effective as of the last date signed below. JEFFERSON COUNTY BOARD OF EDC TEAM JEFFERSON COMMISSIONERS By: _____________________________By: _______________________________ Kate Dean, Chair DateCindy Brooks, Exec. Dir. Date SEAL: ATTEST: ________________________________ Carolyn Galloway Date Clerk of the Board Approved as to form only: November 5, 2021 ________________________________ Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney 12