HomeMy WebLinkAbout24-68410-001_PFD__FinanFeasReview
Interagency Agreement with
Jefferson County
through
Research Services
Public Facilities Districts Financial Feasibility Review Program
For
The Jefferson County will provide funding ($11,000) to COMMERCE for a
financial feasibility review of the Proposed Jefferson County Public
Facility District project, in accordance with (RCW 36.100.025) which
requires a financial feasibility review be completed prior to the formation
of a new PFD, issuance of debt/bonds, or long-term lease, purchase or
development of a facility.
Start date: February 1, 2024
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
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TABLE OF CONTENTS
Special Terms and Conditions
1. Authority…………………………………………………………………………………..1
2. Contract Management ........................................................................................... 1
3. Compensation ........................................................................................................ 1
4. Expenses…………………………………………………………………………………1
5. Billing Procedures and Payment ............................................................................ 1
6. Insurance…………………………………………………………………………………1
7. Fraud and Other Loss Reporting………………………………………………………1
8. Order of Precedence .............................................................................................. 1
General Terms and Conditions
1. Definitions .............................................................................................................. 2
2. All Writings Contained Herein ................................................................................ 2
3. Amendments .......................................................................................................... 2
4. Assignment ............................................................................................................ 2
5. Confidentiality and Safeguarding of Information.................................................... 2
6. Copyright................................................................................................................ 3
7. Disputes ................................................................................................................. 3
8. Governing Law and Venue .................................................................................... 3
9. Indemnification ....................................................................................................... 3
10. Licensing, Accreditation and Registration ............................................................. 3
11. Recapture .............................................................................................................. 3
12. Records Maintenance ............................................................................................ 4
13. Savings .................................................................................................................. 4
14. Severability ............................................................................................................ 4
15. Subcontracting ....................................................................................................... 4
16. Survival .................................................................................................................. 4
17. Termination for Cause ........................................................................................... 4
18. Termination for Convenience................................................................................. 5
19. Termination Procedures ........................................................................................ 5
20. Treatment of Assets ............................................................................................... 5
21. Waiver .................................................................................................................... 5
Attachment A, Scope of Work
Attachment B, Budget
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
FACE SHEET
iii
Contract Number: 24-68410-001
Washington State Department of Commerce
Local Government Division
Community Assistance and Research Unit
Public Facilities District Financial Feasibility Review Program
1. COUNTY 2. COUNTY Doing Business As (optional)
Jefferson County
P.O. Box 1220
1820 Jefferson Street
Port Townsend, WA 98368
3. COUNTY Representative 4. COMMERCE Representative
Mark McCauley
County Administrator
(360) 385-9100
mmccauley@co.jefferson.wa.us
Angie Hong
PFD Financial Feasibility
Review Program Manager
360-506-1706
PFDreview@commerce.wa.gov
PO Box 42525
1011 Plum St SE
Olympia, WA 98504-2525
5. Contract Amount 6. Funding Source 7. Start Date 8. End Date
$11,000 Federal: State: Other: N/A: February 1, 2024 April 30, 2024
9. Federal Funds (as applicable)
N/A
Federal Agency:
CFDA Number
10. Tax ID # 11. SWV # 12. UBI # 13. UEI #
91-6001322 SWV0002430-28 161-001-169 FGN7DDMJA7H7
14. Contract Purpose
In accordance with RCW 36.100.025, Jefferson County will provide funding ($11,000) to COMMERCE for an independent financial
feasibility review of the formation of the Jefferson County PFD.
15. Signing Statement
COMMERCE, defined as the Department of Commerce, and the COUNTY, as defined above, acknowledge and accept the terms of
this Contract and Attachments and have executed this Contract on the date below and warrant they are authorized to bind their
respective agencies. The rights and obligations of both parties to this Contract are governed by this Contract and the following
documents hereby incorporated by reference: Attachment “A” – Scope of Work, Attachment “B” – Budget.
FOR COUNTY FOR COMMERCE
Kate Dean, Chair
Jefferson Board of County Commissioners
Date
Approved as to Form:
_______________________January 17, 2024_________
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
Mark Barkley, Assistant Director
Date
APPROVED AS TO FORM ONLY
______________________________________Sandra C. Adix,
Assistant Attorney General
Date:__________________________________
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
1/25/2024 | 9:10 AM PST
2/2/2024 | 10:59 AM PST
SPECIAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
State of Washington Interagency Agreement Updated August 2022
Department of Commerce Page 1
1. AUTHORITY
COMMERCE and COUNTY enter into this Contract pursuant to the authority granted by Chapter 39.34
RCW.
2. CONTRACT MANAGEMENT
The Representative for each of the parties shall be responsible for and shall be the contact person for all
communications and billings regarding the performance of this Contract.
The Representative for COMMERCE and their contact information are identified on the Face Sheet of
this Contract.
The Representative for the COUNTY and their contact information are identified on the Face Sheet of
this Contract.
3. COMPENSATION
COUNTY shall pay COMMERCE an amount not to exceed $11,000 for the performance of all things
necessary for or incidental to the performance of work under this Contract as set forth in the Scope of Work.
4. EXPENSES
The maximum amount to be paid to the COMMERCE for authorized expenses shall not exceed $11,000,
which amount is included in the Contract total above.
5. BILLING PROCEDURES AND PAYMENT
COUNTY will pay COMMERCE upon acceptance of services provided and receipt of properly completed
invoices, which shall be submitted to the COUNTY upon completion of the financial feasibility review.
Payment shall be considered timely if made by COUNTY within thirty (30) calendar days after receipt of
properly completed invoices. Payment shall be sent to the address designated by COMMERCE.
6. INSURANCE
Each party certifies that it is self-insured under the State's or local government self-insurance liability
program, and shall be responsible for losses for which it is found liable.
7. FRAUD AND OTHER LOSS REPORTING
COMMERCE and the COUNTY shall report in writing all known or suspected fraud or other loss of any
funds or other property furnished under this Contract immediately or as soon as practicable to the
Representative of the other identified on the Face Sheet.
8. ORDER OF PRECEDENCE
In the event of an inconsistency in this Contract, the inconsistency shall be resolved by giving precedence
in the following order:
Applicable federal and state of Washington statutes and regulations
Special Terms and Conditions
General Terms and Conditions
Attachment A – Scope of Work
Attachment B – Budget
add any other attachments incorporated by reference on the Face Sheet
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
State of Washington Interagency Agreement Updated August 2022
Department of Commerce Page 2
1. DEFINITIONS
As used throughout this Contract, the following terms shall have the meaning set forth below:
A. “Authorized Representative” shall mean the Director and/or the designee authorized in writing to
act on the Director’s behalf.
B. “COMMERCE” shall mean the Department of Commerce.
C. “Contract” or “Agreement” means the entire written agreement between COMMERCE and the
COUNTY, including any attachments, documents, or materials incorporated by reference. E-mail
or facsimile transmission of a signed copy of this contract shall be the same as delivery of an
original.
D. "COUNTY" shall mean Jefferson County, the entity identified on the face sheet that will provide
payment upon performance of services, and shall include all employees and agents of the
COUNTY.
E. “County Representative” shall mean the County Administrator, Mark McCauley.
F. “Personal Information” shall mean information identifiable to any person, including, but not limited
to, information that relates to a person’s name, health, finances, education, business, use or receipt
of governmental services or other activities, addresses, telephone numbers, social security
numbers, driver license numbers, other identifying numbers, and any financial identifiers.
G. ”State” shall mean the state of Washington.
2. ALL WRITINGS CONTAINED HEREIN
This Contract contains all the terms and conditions agreed upon by the parties. No other
understandings, oral or otherwise, regarding the subject matter of this Contract shall be deemed to
exist or to bind any of the parties hereto.
3. AMENDMENTS
This Contract may be amended by mutual agreement of the parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the parties.
4. ASSIGNMENT
Neither this Contract, work thereunder, nor any claim arising under this Contract, shall be transferred or
assigned by either party without the prior written consent of the other.
5. CONFIDENTIALTY AND SAFEGUARDING OF INFORMATION
A. “Confidential Information” as used in this section includes:
i. All material provided to the COUNTY by COMMERCE that is designated as “confidential” by
COMMERCE;
ii. All material provided to COMMERCE that is designated as “confidential” by the COUNTY; and
iii. All personal information in the possession of the COUNTY that may not be disclosed under
state or federal law.
B. The COUNTY and COMMERCE shall comply with all state and federal laws related to the use,
sharing, transfer, sale, or disclosure of Confidential Information. The parties acknowledge that they
are public entities subject to the Public Records Act, Chapter 42.56 RCW, and that the Independent
Financial Feasibility Review to be produced under this Agreement is intended to be, and must be,a
public document and must be submitted to the governor, the state treasurer, the state auditor, the
public facility [facilities] district and participating local political subdivisions, and appropriate
committees of the legislature.
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
State of Washington Interagency Agreement Updated August 2022
Department of Commerce Page 3
6. COPYRIGHT
Unless otherwise provided, all Materials produced under this Contract shall be owned by COMMERCE
and COMMERCE shall be considered the author of such Materials. COMMERCE shall provide a full
and complete copy to the COUNTY for use by the county for all COUNTY purposes.
“Materials” means the final Independent Financial Feasibility Review (IFFR) and all drafts thereof.
“Ownership” includes the right to copyright, patent, register and the ability to transfer these rights.
For Materials that are delivered under the Contract, but that incorporate pre-existing materials not
produced under the Contract, COMMERCE hereby grants to the COUNTY a nonexclusive, royalty-free,
irrevocable license (with rights to sublicense to others) in such Materials to translate, reproduce,
distribute, prepare derivative works, publicly perform, and publicly display. COMMERCE warrants and
represents that COMMERCE has all rights and permissions, including intellectual property rights, moral
rights and rights of publicity, necessary to grant such a license to the COUNTY.
COMMERCE shall exert all reasonable effort to advise the COUNTY, at the time of delivery of Materials
furnished under this Contract, of all known or potential invasions of privacy contained therein and of
any portion of such document which was not produced in the performance of this Contract.
COMMERCE shall provide the COUNTY with prompt written notice of each notice or claim of
infringement received by COMMERCE with respect to any Materials delivered under this Contract. The
COUNTY shall have the right to modify or remove any restrictive markings placed upon the Materials
by COMMERCE.
7. DISPUTES
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in
the following manner: Each party to this Agreement shall appoint 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 the facts, Agreement terms and applicable statutes and rules and make a
determination of the dispute. The Dispute Board shall thereafter decide the dispute with the majority
prevailing. The determination of the Dispute Board shall be final and binding on the parties hereto. As
an alternative to this process, either of the parties may request intervention by the Governor, as
provided by RCW 43.17.330, in which event the Governor's process will control.
8. GOVERNING LAW AND VENUE
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and any applicable federal laws, and the venue of any action brought hereunder shall be in the Superior
Court for Thurston County.
9. INDEMNIFICATION
Each party shall be solely responsible for the acts of its employees, officers, and agents.
10. LICENSING, ACCREDITATION AND REGISTRATION
The COUNTY and COMMERCE shall comply with all applicable local, state, and federal licensing,
accreditation and registration requirements or standards necessary for the performance of this
Contract.
11. RECAPTURE
In the event that COMMERCE fails to perform this Contract in accordance with state laws, federal laws,
and/or the provisions of this Contract, the COUNTY reserves the right to recapture funds in an amount
to compensate the COUNTY for the noncompliance in addition to any other remedies available at law
or in equity.
Repayment by COMMERCE of funds under this recapture provision shall occur within the time period
specified by the COUNTY. In the alternative, the COUNTY may recapture such funds from payments
due under this Contract.
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
State of Washington Interagency Agreement Updated August 2022
Department of Commerce Page 4
Notwithstanding the foregoing and for the avoidance of doubt, the selection of the Consultant and the
final determination of the scope and adequacy of the IFFR shall be made by Commerce.
12. RECORDS MAINTENANCE
The COUNTY and COMMERCE shall maintain books, records, documents, data and other evidence
relating to this contract and performance of the services described herein, including but not limited to
accounting procedures and practices that sufficiently and properly reflect all direct and indirect costs of
any nature expended in the performance of this contract.
The COUNTY and COMMERCE shall retain such records for a period of six (6) years following the date
of final payment. At no additional cost, these records, including materials generated under the contract,
shall be subject at all reasonable times to inspection, review or audit by COMMERCE or COUNTY,
personnel duly authorized by COMMERCE or COUNTY, the Office of the State Auditor, and federal
and state officials so authorized by law, regulation or agreement.
If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall
be retained until all litigation, claims, or audit findings involving the records have been resolved.
13. SAVINGS
In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in any way
after the effective date of this Contract and prior to normal completion, COMMERCE or the COUNTY
may suspend or terminate the Contract under the "Termination for Convenience" clause, without the
ten-calendar day notice requirement. In lieu of termination, the Contract may be amended to reflect the
new funding limitations and conditions.
14. SEVERABILITY
The provisions of this contract are intended to be severable. If any term or provision is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of
the contract.
15. NO SUBCONTRACTING
Commerce will retain the Consultant as a first-tier independent contractor and does not anticipate
subcontracting any work associated with the IFFR.
16. SURVIVAL
The terms, conditions, and warranties contained in this Contract that by their sense and context are
intended to survive the completion of the performance, cancellation or termination of this Contract shall
so survive.
17. TERMINATION FOR CAUSE
In the event either party determines the other party has failed to comply with the conditions of this
contract in a timely manner, either party has the right to suspend or terminate this contract. Before
suspending or terminating the contract, the party shall notify the other party in writing of the need to
take corrective action. If corrective action is not taken within 30 calendar days, the contract may be
terminated or suspended.
In the event of termination or suspension, the breaching party shall be liable for damages as authorized
by law including, but not limited to, any cost difference between the original contract and the
replacement or cover contract and all administrative costs directly related to the replacement contract,
e.g., cost of the competitive bidding, mailing, advertising and staff time.
Either party reserves the right to suspend all or part of the contract, withhold further payments, or
prohibit the other party from incurring additional obligations of funds during investigation of the alleged
compliance breach and pending corrective action or a decision to terminate the contract. A termination
shall be deemed a “Termination for Convenience” if it is determined that the breaching party: (1) was
not in default; or (2) failure to perform was outside of his or her control, fault or negligence.
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
GENERAL TERMS AND CONDITIONS
INTERAGENCY AGREEMENT
STATE FUNDS
State of Washington Interagency Agreement Updated August 2022
Department of Commerce Page 5
The rights and remedies of either party provided in this contract are not exclusive and are in addition
to any other rights and remedies provided by law.
18. TERMINATION FOR CONVENIENCE
Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written
notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this
Contract is so terminated, the COUNTY shall be liable only for payment required under the terms of
this Contract for services rendered or goods delivered prior to the effective date of termination.
19. TERMINATION PROCEDURES
Upon termination of this contract, the COUNTY, in addition to any other rights provided in this contract,
may require COMMERCE to deliver to the COUNTY any property specifically produced or acquired for
the performance of such part of this contract as has been terminated, upon payment by the COUNTY
of the contract amount on a pro-rata basis.
The rights and remedies of COMMERCE and the COUNTY provided in this section shall not be
exclusive and are in addition to any other rights and remedies provided by law or under this contract.
After receipt of a notice of termination, and except as otherwise directed by the Authorized
Representative, COMMERCE shall:
A. Stop work under the contract on the date, and to the extent specified, in the notice;
B. Place no further orders or subcontracts for materials, services, or facilities except as may be
necessary for completion of such portion of the work under the contract that is not terminated.
20. TREATMENT OF ASSETS
The parties acknowledge that all writings furnished by the COUNTY to COMMERCE or Consultant to
assist Consultant in performing the IFFR are public records of COMMERCE pursuant to the Public
Records Act, Chapter 42.56 RCW. In the event of a public records request to COMMERCE for such
records, COMMERCE will assert exemptions to disclosure, if any, as may be determined by
COMMERCE in COMMERCE’s sole discretion. To aid COMMERCE in such determinations, COUNTY
may provide writings that COUNTY considers exempt from disclosure in whole or in part, with marking.
Such marking will specify exemptions under RCW 42.56 or other state or federal law that COUNTY
believes apply, and the portions of writings that COUNTY believes are exempt.
21. WAIVER
Waiver of any default or breach shall not be deemed to be a waiver of any subsequent default or breach.
Any waiver shall not be construed to be a modification of the terms of this Contract unless the contract
is amended in writing as provided in Clause 3, Amendments.
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
Attachment A
Scope of Work
1. COMMERCE will contract pursuant to its authority under RCW 43.110.080, with an independent
contractor of its choice, (Consultant) to obtain an independent financial feasibility review (“IFFR”) prior to
the COUNTY‘s proposed formation of a Public Facilities District (PFD), as required by RCW 36.100.025.
The IFFR will be confined to formation of a proposed PFD. The IFFR will examine the feasibility of
formation of a Public Facility District in Jefferson County for the purpose of designing and building a multi-
purpose recreation facility, including among other things, a pool, locker room and other amenities.
Projects that the proposed PFD may undertake, including but not limited to actual design and construction
of a multi-purpose recreation facility will be subject to an additional IFFR as required by RCW 36.100.025.
COMMERCE’s contract with Consultant is contingent upon full execution this Agreement.
Upon execution by Commerce of the Consultant’s contract, the parties will convene a “kick off meeting”
as set forth in Section 7. COUNTY will provide information necessary for Consultant to perform the IFFR,
including but not limited to relevant reports or studies, to COMMERCE and the Consultant at the “kick off
meeting”..
2. RCW 36.100.025 requires the IFFR to be completed by COMMERCE prior to any of the following
events:
(a) The formation of a public facilities district under chapter 36.100 RCW;
(b) The issuance of any indebtedness, excluding the issuance of obligations to refund or replace
such indebtedness, by a public facilities district under chapter 36.100 RCW; or
(c) The long-term lease, purchase, or development of a facility chapter 36.100 RCW.
3. The IFFR must examine the potential costs to be incurred by the public facility district and the
adequacy of revenues or expected revenues to meet those costs. The cost of the IFFR must be borne by
the COUNTY as the local government proposing to form a public facilities district. RCW 36.100.025;
4. COMMERCE will require the IFFR to be completed consistent with professional standards in the
industry.
6. The COUNTY will pay to COMMERCE $11,000 for the IFFR upon delivery of the IFFR to COUNTY.
COUNTY will provide additional information/documentation as may be requested by the Consultant or
COMMERCE. All Communications between the Consultant and Jefferson County must include (Cc) the
Public Facility District Financial Feasibility Review Program at Commerce
(PFDreview@commerce.wa.gov).
7. The estimated schedule of activities is:
ACTIVITY DATE
Kickoff meeting/documentation provided to Consultant February 1, 2024
Draft FFR provided to the parties February 23, 2024
COMMERCE reviews IFFR no later than March 29, 2024
Final IFFR provided by Consultant for review no later than April 3, 2024
Final IFFR published and distributed by COMMERCE no later than April 12, 2024
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119
Attachment B
Budget
The COUNTY provides $11,000 to COMMERCE to contract with an independent contractor in order to
conduct an independent financial feasibility review on behalf of the COUNTY.
DocuSign Envelope ID: 90AB35D2-F1A0-471C-83A7-744EF7CC2119