HomeMy WebLinkAboutEDC Team Jefferson - 2nd Amendment- 081224 Amendment No. 2 to the Agreement to Finance Economic Development Personnel
This Amendment No. 2 to the Agreement to Finance Economic Development Personnel
is made and entered into by and between Economic Development Council Team Jefferson
(Contractor) and Jefferson County, a political subdivision under the laws of the State of
Washington("County"), (collectively "Parties").
WIIEREAS,the Parties want to amend the Agreement entered into between them;
NOW, THEREFORE, the Parties agree as, follows:
1. Purpose. The purpose of this Amendment is to revise the time for performance and
the not to exceed contract dollar amount as provided for in the original Agreement. All other terms
of the Agreement between the Parties remain unchanged.
2. Amendment.
SECTION 1. EFFECTIVE DATE OF THIS AGREEMENT is amended to read:
"This Agreement is effective on January 1, 2025 and terminates on December 31,
2026, unless terminated earlier pursuant to Section 8 of this Agreement; however,
Section 2.2A. and Section 4.4 shall each survive such termination until fulfilled."
SECTION 4. COMPENSATION, Subsection 4.1 is amended to read: "Funding to
finance Contractor personnel shall be $100,000 in each of 2025 and 2026,payable in
equal quarterly installments in the first month of each quarter."
3. No Other Change. All other terms of the Professional Services Agreement between
the parties remain unchanged, except as modified in this Amendment.
(SIGNATURES FOLLOW ON NEXT PAGE)
1
Economic Development Council ream Jefferson:
Cindy Brooks. xecutive Director
q/6/02
Date
FOR JEFFERSON COUNTY:
Kate Dean. Chair. Board of County Commissioners
VI/2 7Y
Date
APPROVED AS TO FORM ONLY:
I
C
August 9, 2024
Philip C. Hunsucker, Date
Chief Civil Deputy Prosecuting Attorney
2
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
'I'O: Board of County Commissioners
FROM: Mark McCauley,County Administrator
DATE: August 12,2024
SUBJECT: Request for Board of Count) ( ommissioners approval of Amendment No. 2
To the Agreement to Finance Economic Development Personnel Between
Jefferson County and Economic Development Council Team Jefferson (EDC) ,
STATEMENT OF ISSUE:
In 2021 Jefferson County and the EDC entered into an agreement to fund economic
development personnel using Public Infrastructure Fund (PIF) funds pursuant to a
recommendation from the Public Infrastructure Fund Board, as authorized by RCW 82.14.370
and JCC 3.28.030(2)(d). That Agreement was to expire on June 30, 2023.
ANALYSIS:
On Friday, February 24, 2023, the Public Infrastructure Fund Board approved a motion to
recommend extending the Agreement by 18 months as authorized in Section I of the
Agreement and to increase the amount payable in each of 2023 and 2024 to $100,000.
On August 7, 2024 the PIF Board approved a motion to recommend extending the Agreement
for another two(2) years. through 2026, and to maintain the funding level at$100,000 per year.
FISCAL IMPACT:
This request maintains the 2025 and 2026 PIF contribution at$100,000 per year. These
contributions will be paid using funds in the Public Infrastructure Fund.
RECOMMENDATION:
1
That the Board of County Commissioners approve the attached Amendment No. 2 to the
Agreement to Fund Economic Development Personnel.
REVIE D BY:
iii
Mark McCa County
Administrato Date /
r
CONTRACT REVIEW FORM From
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: EDC Team Jefferson -2nd Ameniment Contract No• EL)C P11-Amend No ?
Contract For. Economic Development Services Term: Through December 31 2026
COUNTY DEPARTMENT: ;tx,ity At**r.7rabr
Contact Pcrvon: Mark McCauley
Contact Phonc: 360-3es-9130
Contact email: tretccatieyecoAlerio,..aet.
AMOUNT: S100.000 per year tor 2025 and 2026 PROCESS: Exempt from Bid Process
Revenue. NA C'ooperati%e Purchase
Expenditure: S100.000 per year X 2 years ` Competitive Sealed Rid
Matching Funds Required: NIA Small Works Roster
Sources(s)of Matching Funds WA Vendor List Hid
Fund t' , REP or RFQ
Munis Org/Obj axfl I Other:Amendment.aPPRO\ AL STEPS:
STEP L DEPAKI MENT CERTIFIES C ;►1P1.IANCE WITH .1CC 3 55.0!{ll AND CHAPTER 42.23 RCW.
CERTIFIED: ■ 11i1A: 1141tL
, ( , --
r!nalurc (late
STEP 2: DEPARTMENT CERTIFIES IE PERSON PROPOSED CONTRACTING W ITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN FiL BRED BY A Y 'FI?I)ERAI.. STATE. OR LOCAL
AGENCY.
CERTIFIED: E] N/A: 't
S nature Date
STEP 3: RISK MANAGEMENT KF:VIEW twill he added clectronicalh through 1rverfiche):
STEP 4: PROSECUTING ATTORNEti REVIEW IE:W (kill he added electronically through Laserfiche):
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO HPLictrlietiM69:AfiOdvea''dir Risk
PROSECUTING ATTORNEY(IF REQUIRED). Management on 8/7/2024.
STEP 6: CONTRACTOR SIGNS Amendment extending the
STEP 7: SUBMIT TO BOCC FOR APPROVAL agreement 2 years and continag
funding at the current level. Z
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•CO 3 b �3
Amendment No. 1 to the Agreement to Finance Economic Development Personnel
This Amendment No. 1 to the Agreement to Finance Economic Development Personnel
is made and entered into by and between Economic Development Council "Team Jefferson
(Contractor) and Jefferson County. a political subdivision under the laws of the State of
Washington ("County"), (collectively "Parties").
WHEREAS, the Parties want to amend the Agreement entered into between them;
NOW,THEREFORE, the Parties agree as, follows:
1. Purpose. The purpose of this Amendment is to revise the time for performance and
the not to exceed contract dollar amount as provided for in the original Agreement. All other terms
of the Agreement between the Parties remain unchanged.
2. Amendments
SECTION 1. EFFECTIVE DATE OF THIS AGREEMENT is amended to read:
"This Agreement is effective on January 1, 2022 and terminates on December 31,
2024, unless terminated earlier pursuant to Section 8 of this Agreement; however,
Section 2.2A. and Section 4.4 shall each survive such termination until fulfilled."
SECTION 4. COMPENSATION, Subsection 4.1 is amended to read: "Funding to
finance Contractor personnel shall be S100.000 in each of 2023 and 2024. payable in
equal quarterly installments in the first month of each quarter."
(SIGNATURES FOLLOW ON NEXT PAGE)
1
Economic Development Council Team Jefferson:
! ---(.4------
Cindy l3rooks. Executive Director
34127
Date
r
FOR JEFFERS ' COUNTY:
C
\,...._.......)
K l3rotherton. Chair. Board of County Commissioners
34/Z3
Date
APPROVED AS TO FORM ONLY:
R C ( *
0 February 28.2023
Philip C. Ilunsucker. Date
Chief Cik it Deputy Prosecuting Attorney
I
I
I
I
2
i
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
CONSENT AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley, County Administrator
DATE: March 6,2023
SUBJECT: Request for Board of County Commissioners approval of Amendment No. 1
To the Agreement to Finance Economic Development Personnel Between
Jefferson County and Economic Development Council Team Jefferson (EDC)
STATEMENT OF ISSUE: In 2021 Jefferson County and the EDC entered into an agreement
to fund economic development personnel using Public Infrastructure Fund (PIF) funds pursuant
to a recommendation from the Public Infrastructure Fund Board, as authorized by RCA'
82.14.370 and JCC 3.28.030(2)(d). That Agreement is set to expire on June 30, 2023.
ANALYSIS: On Friday. February 24, 2023, the Public Infrastructure Fund Board approved a
motion to recommend extending the Agreement by 18 months as authorized in Section 1 of the
Agreement and to increase the amount payable in each of 2023 and 2024 to S100,000.
FISCAL IMPACT: This request increases the 2023 PIF contribution by S74,250 and its 2024
contribution by $100,000. These contributions will be paid using funds in the Public
Infrastructure Fund.
RECOMMENDATION: That the Board of County Commissioners approve the attached
Amendment No. 1 to the Agreement to Fund Economic Development Personnel.
REVI A ;D BY: � 7
rt 6 2 - 3
\lark McCa , County Adminis for Date
CONTRACT REVIEW FORM Clear=on
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: Economic Development Council-Team Jefferson Contract No: EOCGaf Arnind No 1 23a4
Contract For: Economic Development Services term: Through December 31 2024
COUNTY DEPARTMENT: County ACmmetrator
Contact Person: Mark McCauley
Contact Phone: 360-385-9130
Contact email: mmccauleyQoolenerson.wa us
AMOUNT: Additional$74.250 in 2023 and S100.000 to 2024 PROCESS: Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: S74,2501$100.000 Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s)of Matching Funds N/A Vendor List Bid
Fund 4 306 RFP or RFQ
Munis OrgiObj Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES C LI NCE IT J 3.55.080 AND CHAPTER 42.7 RCW.
CERTIFIED: El N/A:fl „2/73
nature e
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT EEN DEBARRED By,ANY FEDERAL. STATE, OR LOCAL
AGENCY. 7
CERTIFIED: ❑� N/A: •
azure Da
STEP 3: RISK MANAGEMENT REVIEW (will be added electronically throw serfiche):
Electronically approved by Risk Management on 2/28/2023.
I FI'4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 2!28!2023.
Contract amendment.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6:CONTRACTOR SIGNS
STEP 7:SUBMIT TO BOCC FOR APPROVA1.
ACO x CERTIFICATE OF LIABILITY INSURANCE Part tMraroo YYY)
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND.EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S).AUTHORIZED
REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policyliesl must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED.subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsementis).
PecioucLR ZONTACT &arcn Port TOwnse'IO
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385 Benedict St.Suite 2A INSURER 0
INSURER S -
Port Townsend WA 9636E INSURER F
COVERAGES CERTIFICATE NUMBER: CL23122210692 REVISION NUMBER:
S',S'C CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR"HE°OUCY PERIOD
INDICATED NOTWITHSTANCINGANY REQUIREMENT'ERM OR CONDITION Or ANY CONTRAC-OR OTHER DOCUMENT W:'H RESPECT TO W.1 CH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN!S SUBJECT TO ALL THE TERMS
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR 7IDOLSUBR INDUCY?Fi' POLICY FXP
I TR TYPE OF INSURANCE MSO WVD POLICY NUMBER (MMIDOJYYYY) (M M/DOryYYY1, LIMITS
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CLAIMS-MA I XI OCCUR I PRE TO RENTED 100 DOO
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POLCY 10'Pi 0 LOC F'roLIJCTS•COMPADPAGG s 2.000,000
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DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD III AdaeloM Remarks Schedule may c*ducked A more spec*Is required)
RE General Liability Cer ificate hoiden Is.ncluded as additional nsured when•equired Dy wntten contract or agreement per attached form CG2026 04 13
Policy coverage is subject to tens policy terms.oond lions and exclusions
RE&.seness Alto Certificate holder is Included as additional Insured per attached form CA2048 IC T 3
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
Jefferson County ACCORDANCE WITH THE POLICY PROVISIONS.
PO Box 1220
AUTHORIZED REPRESENTATIVE
Pon Townsend KA 98368
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L 1988.2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD
POLICY NUMBER PHPK2638273 COMMERCIAL GENERAL LIABILITY
CG 20 26 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following.
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s)Or Organization(s):
Jefferson County
Information required to complete this Schedule. if not shown above. will be shown in the Declarations.
A. Section II - Who Is An Insured is amended to B. Witn respect to the insurance afforded to these
include as an additional insured the person(s) or additional insureds. the following is added to
organizationts) shown in the Schedule but only Section III-Limits Of Insurance:
with respect to liability for "bodily injury". "property If coverage provided to the additional insured is
damage" or "personal and advertising injury" required by a contract or agreement. the most we
caused, in whole or in part. by your acts or will pay on behalf of the additional insured is the
omissions or the acts or omissions of those acting amount of insurance
on your behalf
1. Required by the contract or agreement. or
1. In the performance of your ongoing operations:
or 2. Available under the applicable Limits of
Insurance shown in the Declarations,
2. In connection with your premises owned by or rented to you whichever is less.
However This endorsement shall not increase the
1. The insurance afforded to such additional applicable Limits of Insurance shown in the
Declarations.
insured only applies to the extent permitted by
law, and
2. If coverage provided to the additional insured is
required by a contract or agreement. the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
CG 20 26 04 13 0 Insurance Services Office, Inc . 2012 Page 2 of 5
POLICY NUMBER PHPK2638273 COMMERCIAL AUTO
CA20481013
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
DESIGNATED INSURED FOR
COVERED AUTOS LIABILITY COVERAGE
This endorsement modifies insurance provided under the following
AUTO DEALERS COVERAGE FORM
BUSINESS AUTO COVERAGE FORM
MOTOR CARRIER COVERAGE FORM
With respect to coverage provided by this endorsement the provisions of the Coverage Form apply unless
modified by this endorsement.
This endorsement identifies person(s) or organization(s)who are'insureds" for Covered Autos Liability Coverage
under the Who Is An Insured provision of the Coverage Form This endorsement does not alter coverage
provided in the Coverage Form
This endorsement changes the policy effective on the inception date of the policy unless another date is indicated
below
Named Insured: Economic Development Council
!Endorsement Effective Date: 01/01/2024
SCHEDULE
Name Of Person(s)Or Organization(s): Jefferson County
Information required to complete this Schedule. if not shown above. will be shown in the Declarations
Each person or organization shown in the Schedule is
an"insured"for Covered Autos Liability Coverage but
only to the extent that person or organization qualifies
as an "insured" under the WhoIsInsured An I su ed
provision contained in Paragraph A.1. of Section II -
Covered Autos Liability Coverage in the Business
Auto and Motor Carrier Coverage Forms and
Paragraph 0.2. of Section I - Covered Autos
Coverages of the Auto Dealers Coverage Form
CA 20 48 10 13 Insurance Services Office Inc . 2011 Page 2 of 5
10(19 : pc/ 1-e-wl +P4) 11 Y-J-1
AGREEMENT TO FINANCE ECONOMIC DEVELOPMENT
J
PERSONNEL
This Agreement To Finance Economic Development Personnel (this Agreement) is entered
into by Jefferson County, a political subdivision and municipal corporation of the State of
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"the Parties."
WHEREAS, RCW 82.14.370 authorizes certain counties to impose a sales and use tax state
411
that is deducted from the amount of tax otherwise paid to the state under chapter 82.08 or
82.12 RCW; and �1
WHEREAS,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;and
WHEREAS,Jefferson County Ordinance No. 13-I 1 1 9-18 and JCC 3.28.020 direct that such
monies shall be deposited in the Public Infrastructure Fund by the county treasurer: and
WHEREAS, RCW 82.14.370 stipulates that moneys collected under RCW 82.14.370 may
only be 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 County by utilizing a portion of Public Infrastructure Funds to help finance
personnel in EDC Team Jefferson, thereby stabilizing the Contractor and enhancing its
capacity;and
NOW,THEREFORE,the Parties hereby agree as follows:
SECTION 1. EFFECTIVE DATE OF THIS AGREEMENT
This Agreement is effective on January 1, 2022 and terminates on June 30, 2023, unless
terminated earlier pursuant to Section 8 of this Agreement; however, Section 2.2A. and
Section 4.4 shall each survive such termination until fulfilled. This Agreement may be
extended for 18 months, if both parties agree.
1
SECTION 2. SCOPE OF WORK
2.1 Public Infrastructure Funds provided yearly through this Agreement shall be used by
the Contractor exclusively to finance personnel of the Contractor in that same year.
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
business here, buy a business, or stay in business. This includes helping to
connect businesses with funding sources. In providing direct business
assistance, the Contractor shall actively promote geographic distribution and
equity.
• Information & Research: The Contractor offers local and regional economic
data, conducts periodic research and prepares reports across nine industry
sectors.
• Education & Training: The Contractor provides business skills classes,
business planningcourses, and LEAN thinkingworkshops for entrepreneurs
P P
and startups throughout Jefferson County.
• Associate Development Organization: The Contractor performs related
services as an Associate Development Organization to fulfill the statutory
requirements of Chapter 43.330 RCW.
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 continue holding weekly office hours
in Jefferson County on an equitable basis.
2.2 The Contractor agrees to provide reports as outlined below.
A. For each half-year,on or before the following July 31 and January 31,provide to
the County (with copies sent to all members of the Public Infrastructure Fund
Board)the following reports:
• A half-yearly report of the use, services, programs and activities of the
Contractor under this Agreement for the prior half year;and for the 2nd half-
year of each year,the report shall also include a summary of the entire year;
• Half-year reports may include, but are not limited to:
• An annual Economic Vitality Index report, if available;
• Business Retention and Expansion (BRE) activities;
■ Business Assistance activities;
2
■ Community Readiness and Capacity Building activities.
• 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
funds provided through this Agreement; and for the 2nd half-year of each
year, the financial report shall also include a detailed financial statement and
staffing summary for the entire year.
B. Meet with the Public Infrastructure Fund Board (PIF Board) annually, or as
requested by 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 coming year.
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 RC W and its activities funded by the State as an ADO.
SECTION 3. AGREEMENT REPRESENTATIVES
The County and the Contractor will each have an Agreement representative. A party may
change its representative upon providing written notice to the other party. The parties'
representatives are as follows:
County's Agreement Supervisor
Mark McCauley,Jefferson County Interim County Administrator
P.O. Box 1220
Port Townsend, WA 98368
MMcCaulev(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(edcteami cffcrson.cottl
(360)379-4693
3
SECTION 4. COMPENSATION
4.1 Funding 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
42. Payments shall be contingent on prior submittal of all required reports that arc due
per Section 2.
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 is cured.
• 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 become effective.
4
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SECTION 6. HOLD HARMLESS AND INDEMNIFICATION
6.1 Under this Agreement, the County is providing funding to help finance the
Contractor's personnel, who support the Contractor's own mission as an economic
development office and Associate Development Organization. The County does not
assume any liability for the Contractor's work.
6.2 The Contractor shall 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's fees, arising out
of or resulting from the acts, errors or omissions of the Contractor in performance of
this Agreement, except for injuries and damages caused by the sole negligence of the
County.
6.3 The 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 or subcontractors.
6.4 Should a court of competent jurisdiction determine that this Agreement is 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 caused by or resulting from the concurrent negligence of
the Contractor and 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 he only to the extent of the Contractor's negligence.
6.5 It 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.
6.6 The provisions of this section shall survive the expiration or termination of this
Agreement.
SECTION 7. INSURANCE
7.1 The Contractor shall obtain and keep in force during the terms of this Agreement,
policies of insurance as follows:
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) as established by the State of Washington or the state or province
where the Contractor is located.
B. Commercial automobile Liability Insurancg 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
S500,000 each occurrence with the County named as an additional insured in
connection with the Contractor's performance of this Agreement.
C. Gcneuj Commercial Liability Insurance in an amount not less than a single limit of
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
Agreement specifications.The 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 completed operations;
d. Premises-Operations Liability(M&C);
e. Independent Contractors and subcontractors;
f. Blanket Contractual Liability.
7.2 Miscellaneous Insurance Provisions.
A. Such insurance coverage shall be evidenced by one of the following methods:
• Certificate of Insurance;
• Self-insurance through an irrevocable Letter of Credit from a qualified
financial institution.
B. Certificates of coverage as required by this section shall be delivered to the
County within fifteen(15)days of execution of this agreement.
C. 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 Contractor shall procure a bond guaranteeing payment of losses
and related investigations,claim administration and defense expenses.
6
D. The Contractor shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all
of the requirements stated herein.
E. Failure of the Contractor to take out and/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.
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 parties and be primary coverage for any and all losses
covered by the above described 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 the Contractor.
G. It is agreed by the parties that judgments for which the County may be liable, 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 shall furnish additional security covering such judgment as may
be determined by the County.
H. The County reserves the right to request additional insurance on an individual
basis for extra hazardous contracts and specific service agreements.
I. 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 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 the County.
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 the Contractor.
7
SECTION& TERMINATION
8.1 The County may terminate this Agreement in 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 Agreement upon 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
Agreement up to the date of' such notice, subject to the other provisions of this
Agreement.
8.2 If funding for the underlying project or matter is withdrawn, reduced or limited in
any way after this Agreement is signed or becomes effective, or if Contractor's
designation as an Associate Development Organization is terminated, the County
may immediately terminate this Agreement notwithstanding any other
termination provision in this Agreement. Termination under this provision will be
effective upon the date specified in the written notice of termination sent by
County to the Contractor. No costs incurred after the effective date of the
termination will be paid.
8.3 If the Contractor breaches any of its obligations under this Agreement, and fails to
cure the breach within I business days of written notice to do so by the County, the
County may 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.
8.4 In the event the Contractor secures additional funding to finance its personnel, the
County may amend or terminate this Agreement and reallocate some or all funds
thereby released to finance public facilities serving economic purposes pursuant to
state law.
SECTION 9. ASSIGNMENT,DELEGATION AND SUBCONTRACTING
9.1 The Contractor will perform under this Agreement using only its bona tide
employees or agents, and the obligations and duties of the Contractor under this
Agreement will not be assigned, delegated or subcontracted to any other person or
firm without the prior express written consent of the County.
8
9.2 The 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.
SECTION 10.1NDEPENDENT CONTRACTOR
10.1 The 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 contracted representative.
10.2 The Contractor acknowledges that the entire compensation for this Agreement is set
forth in the compensation provisions of this Agreement and 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 County employees.
10.3 The 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 the County.
SECTION 11. 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
employees or procurement of materials or supplies on the basis of age, sex, marital status,
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 guide or service animal by a person with a disability, unless based upon a bona
fide occupational qualification.
SECTION 12.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
' II
SECTION 13.DISPUTES
Differences, disputes and disagreements between the Contractor and the County arising
under or out of this Agreement will 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 and conclusive.
SECTION 14.CONFIDENTIALITY
14.1 The Contractor, its employees, subcontractors and their employees will maintain the
confidentiality of all information provided by the County or acquired by the
Contractor in performance 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 seeking disclosure of such information,as well as any contacts by
citizens,proponents or interested parties as to matters before the contractor.
14.2 The 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.
SECTION 15.CHOICE OF LAW,JURISDICTION AND VENUE
15.1 This Agreement will be construed as having been made and delivered within the
State of Washington, and it is agreed by each party that this Agreement will 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 Agreement may be instituted and maintained only in Superior Court for Jefferson
County.
SECTION 16.MISCELLANEOUS
16.1 No Waiver. The parties agree that the excuse or forgiveness of performance, or
waiver of any provisions of this Agreement, does not constitute a waiver of such
provision or future performance, or prejudice the right of the waiving party to enforce
any of the provisions of this Agreement at a later time.
I0
16.2 Tax 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 26 U.S.C.
16.3 Legal 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.
16.4 Successors and Assigns. The County, to the extent permitted by law, and the
Contractor each bind themselves, their partners, successors, executors, administrators
and assigns to the other party to this Agreement and to the partners, successors,
administrators and assigns of such other party in respect to all covenants to this
Agreement.
16.5 Severability. If a court of competent jurisdiction holds any provision of this
Agreement to be illegal, 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 Agreement did not contain the particular
provision held to be invalid. If any provision of this Agreement conflicts 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.
16.6 Entire Agreement. The parties acknowledge that this Agreement is 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 specifically excluded.
16.7 Notices. Any notices will be effective if personally served upon the other party or if
mailed by registered or certified mail,return receipt requested,to the addresses set out
in this Agreement Representatives 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 the beginning of the next
working day.
(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
tit ' /
By: ����7/ By: �ll/Z/Z!
Date Cindy s, Exec. Dir. Date
Ned/ E/1r.Jtotgr,
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SF L: • .
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ATTEST:
(041)0i.__ ('i(aw�ti� '1 /z,
CarolyrYGalloway Date
Clerk of the Board
Approved as to form only:
CO.
November 5 2021
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting
Attorney
12
� f
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:
a i
//
0
Mark McCaule;InVm County Administrator Date
CONTRACT REVIEW FORM
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: EDC Team Jefferson Contract No: EDC P1F Finance
Contract For: Financing Economic Development Personnel 'term: Through June 30,2023
COUNTY DEPARTMENT: CountyAdmnaframr
Contact Person: Mark McCauley
Contact Phone: 380 385-9130
Contact email: mmccauleytaco Jefferson ua,.us
AMOUNT: S50.000-2022,$25,750.2023 PROCESS: 11 Exempt from Bid Process
Revenue: NIA _ Cooperative Purchase
Expenditure: S50.000l$25.750 Competitive Sealed Bid
Matching Funds Required: NIA ^ Small Works Roster
Sources(s)of Matching Funds N/A _~ Vendor List Bid
RFPorRFQ
Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO P I C./.E. C 3.S5.0ti0 AND CHAPTER 42.23,RCW.
CERTIFIED: n NIA:n . ���
ignalure t[�fa e
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: ❑ N/A: El _____ �/ / 3 2-
Si tore Dat
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 11/4/2021.
Will fix signature page for the Board packet after approval.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Laserfiche):
Electronicallyapproved as to form PAOon 11/5/2021.
pp by
Approved, but as revised by PAO on 11/5/2021 in a 1445 email to Mark
McCauley.
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6:CONTRACTOR SIGNS
STEP 7:SUBMIT TO BOCC FOR APPROVAL.
1 �,
tcOAlift5; Board of County Commissioners
4s � COG G 1820 Jefferson Street
ti ye, P() Box 1P7)0
Port Townsend, \\'A 98368
ttysFll `° Kate Dean, District 1 Heidi Eisenhour. District 2 Greg Brothel-ton,District 3
November 8, 2021
EDC Team Jefferson
Attn:Cindy Brooks,Executive Director
2409 Jefferson Street, Suite A
Port Townsend,WA.98368
Re:AGREEMENT re: Finance Economic Development Personnel through Public Infrastructure
Funds; In the Amount of s5o,000 for 2022 and s25,75o for 2023;Jefferson County
Administrator; Economic Development Council(EDC)Team Jefferson
Dear Ms. Brooks,
Enclosed are two(2)Originals re:AGREEMENT re: Finance Economic Development Personnel
through Public Infrastructure Funds; In the Amount of sso,000 for 2022 and s25,75o for 2023;
Jefferson County Administrator;Economic Development Council(EDC)Team Jefferson
Please sign both(2)Originals.Keep one(i)Original for your own records and please return the
other signed Original to the following address:
Jefferson County Commissioners Office
Attn:Julie Shannon
PO Box 1220
Port Townsend,WA.98368
When returning the signed Original,please send a copy of your Proof of Insurance per the
Agreement.
Please contact our office if you have any questions.
��� ypulJ�
uli.. annon
Executive Secretary II
Jefferson County Commissioners Office
36o 385 igloo
jshannon(j co.jefferson.wa.us
Enclosure
ACOKD0 DATE(PO+ocmYY
Cc CERTIFICATE OF LIABILITY INSURANCE 02'052021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
•
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER IAA CT Rebecca Beebe
Homer Smth Insurance Inc PHONE (360)385-3711 FAX (360)385 3726
1.11 No.Exec (A/C No):
PO Box 591 AocREss. rabeccarahomsrsmith.com
INSUR ERIS)AFFORDING COVERAGE NAIC I
Port"oven send WA 98368 INSURERA: Philadelphia Insurance Company '
INSURED INSURER a:
Ecoromic Development Council of Jefferson County INSURER C'
._
® 34 t{ a. r �T`A I INSURER 0
�" 8S �wedAc''r S INSURER E' I
Port ownsend WA 98368 INSURER F.
COVERAGES CERTIFICATE NUMBER: CL2 1 2509580 REVISION NUMBER:
it-S'iS TO CER"FY THAT'I-t PCLICItS OF INS..RANCE LISTED BELOW HAVE BFFN SSUED 'C THE INSURFC NAMEDAtiDVe I-J^t rHE PCLCY PER OE
NDICATED NOTWITHSTANDINDANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCJMENT WITH RESPECT T OMMICH TH:S
CeRTIF CATE MAY BE ISSUED DR MAY PERTAIN.THE'NSURANCE AFFORDED BY THE OAK;ES DESCR BED HERF'N IS SLEJECT TO ALL THE TERMS.
EXCLJSICEVs AND CONDITIONS OF SUCH POLICES LIMITS SHOVVN MAY HAVE BEEN REDUCED BY PAID C.AIMS
INSR ADD. UBR POLICY EFF POLICY EXP
LTR 'TYPE OF INSURANCE INSD WA) POLICY NUMBER (MMIDDfYYYY] (MMIDDWYYY) LIMITS
X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 3 1,000.000
I ' DAVAGFTO RENTED 100,000
.r_:A.4Y_<-MAUE CT'CJR PREMISES)Ea occurrence) S
MED EXP INN ore Derson1 S 5,000
A Y PHPK2222625 01/01/2021 01/01:2022 PERSONAL IAOV INJJRY S 1,000.000
GENT.AGGREGATE 1.iMiTAPPLIES PER GENERAL AGGREGATE E 2.000.000
Pia ICY E r, _OC PRODUCTS•[DUPIOPAGG S 2.000.000 ..
OTHER Bell Encasement s included _^
I AUTOMOBILE LIABILITY COMBINES NGA-MIT S ,
tEa accident)
HI ANY ALTO BODILY INJURY!Per wear; S
I— OWNED SCHEDULED
L— AUTOS ONLY *tyros
INJURY(Per accident) S
HIRED NON•CWNED PROPERTY DAMAGE S
_,AUTOS ONLY _ AUTOS ONLY (Per sodden)
S
. UMBRELLAULB t OCCUR --- EACHOGCURREM:L S
—~ EXCESS LIAR
CJUMS MADE AGGREGATE S
JEU I RETENTION S S
WORKERS COMPENSATION 1 PER O'H-
AND EMPLOYERS'LIABILITY Y/N 1 STATUTE ' I ER
ANY PROFRIETOR'PARTNERREXECUTIVE N/A c_ EACri ACCIDENT S
OFFICER/MEMBER EXCLUDEDCD
IManarCry in NH) E- DSFA$E-EA EMPLOYEE S
r veA,describe ruder _
C L9CRIPTION OF OPERATIONS below E..0,SEASE•POLICY-'MI- S
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DESCQIPTON OF OPERATIONS I LOCATIONS I VEHIC.ES(ACORD 10'.Addkanal Remarks Schedule.nay be attached I)more space IE required)
Certificate holder is additional insured when•egJired by contract per poky form PI-GLD-HS(10/11)
CERTIFICATE HOLDER _ CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF.NOTICE WLL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
Jefferson CoLnty
PO Box 1220
AUTHORIZED REPRE5ENTAT'VE
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Port Townsend WA 98368
P.te-_�!_.— Y-
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