HomeMy WebLinkAboutCONSENT Jeffco Fairgrounds Amend 1 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
FROM: Shawn Frederick, Central Services Director
DATE: April 14,2025
RE: Addendum to Jefferson County Fairgrounds Operating Contract
STATEMENT OF ISSUE:
Jefferson County Fair Association is seeking authorization to demolish existing inoperable
stables and install new stables in the same location.
ANALYSIS:
On June 24, 2024, Jefferson County (the County) and the County Fair Association (UBI 161
001 174, "Fair Association") entered into an Operating Agreement for the Jefferson County
Fairgrounds("Operating Agreement"). The City of Port Townsend has issued a permit for Shed
& Stable Removal/Demolition. Funding for the shed & stable removal/demolition and
installation of a new structure ("the project") will be provided to the Fair Association from the
Washington State Department of Agriculture. The grant provides "funding for a capital
improvement project to make health or safety improvements to agricultural fairgrounds or fair
facilities in order to benefit participants and the fair-going public"pursuant to RCW 15.76.165.
The grant is identified as Grant Agreement Number: K5055,which terminates on May 31,2025.
The project will improve the operations and safety at the Fairgrounds. Section 4.14 of the
Operating Agreement requires prior written approval by the County of any proposed changes
in the operations of the Fairgrounds. Section 2.15 of the Operating Agreement defines
"operations" to include "management of all buildings, facilities and campgrounds." The
existing shed and stable are buildings or facilities. Section 4.9 of the Operating Agreement
gives requires the Fairgrounds to manage risks and hazards at the Fairground in a manner
satisfactory to the County Administrator. Under Section 4.16 of the Operating Agreement, the
County Administrator may approve in writing modifications to "the facilities, infrastructure, or
other property located at the Fairgrounds."
FISCAL IMPACT:
None. All costs for the projected will be funded by the grant.
RECOMMENDATION Approve agreement
REVIEWED BY:
Monte Rem an,-Actin-g-ro-unty Administrator Date
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: County Fair Association Contract No: CSD0004
Contract For: Addendum to Operating Agreement Term: Effective Date - 12/31/2027
COUNTY DEPARTMENT: Central Services
Contact Person: Shawn Frederick
Contact Phone: 360-385-9362
Contact email: sfrederick@co.jefferson.wa.us
AMOUNT: N/A PROCESS: Exempt from Bid Process
Revenue: N/A Cooperative Purchase
Expenditure: N/A Competitive Sealed Bid
Matching Funds Required: N/A Small Works Roster
Sources(s) of Matching Funds N/A Vendor List Bid
Fund # N/A RFP or RFQ
Munis Org/Obj N/A Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIFIES CO 3.55.080 AND CHAPTER 2.23 RCW.
CERTIFIED: F N/A:❑ N
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Signature ate
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT B EN DEB ED BY ANY FEDERAL, STATE, OR LOCAL
AGENCY.
CERTIFIED: R1 N/A: �aS�
Signature Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 4/10/2025.
Good to go.
STEP 4: PROSECUTING ATTORNEY REVIEW(will be added electronically through Lasertiche):
Electronically approved as to form by PAO on 4/11/2025.
Please add the Operating Agreement to the packet.
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
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ADDENDUM TO OPERATING AGREEMENT FOR
INSTALLATION OF NEW STRUCTURE
On June 24, 2024, Jefferson County(the County) and the County Fair Association (UBI 161 001
174, "Fair Association') entered into an Operating Agreement for the Jefferson County
Fairgrounds("Operating Agreement"). The City of Port Townsend has issued a permit for Shed
& Stable Removal/Demolition. Funding for the shed&stable removal/demolition and installation
of a new structure ("the project") will be provided to the Fair Association from the Washington
State Department of Agriculture. The grant provides "funding for a capital improvement project
to make health or safety improvements to agricultural fairgrounds or fair facilities in order to
benefit participants and the fair-going public"pursuant to RCW 15.76.165. The grant is identified
as Grant Agreement Number: K5055, which terminates on May 31, 2025.
The project will improve the operations and safety at the Fairgrounds. Section 4.12 of the
Operating Agreement requires a separate written agreement to install any structure, infrastructure,
or improvement at the Fairgrounds. For good and valuable consideration, the Parties agree that
the Fair Association may install the new structure on the Fairgrounds.
All other terms and conditions of the Operating Agreement are incorporated by reference into this
Addendum to Operating Agreement for Installation of New Structure.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
JEFFERSON COUNTY WASMNGTON COUNTY FAIR ASSOCIATION
Board of County Commissioners
Jefferson County,Washington ��'' ""
By: By: l�Ar(q (�
Heidi Eisenhour, Chair Date Signature 1-11
By: Name: Karly Mishko
Greg Brotherton, Commissioner Date
Title: Executive Director
By: Date: 04/10/2025
Heather Dudley-Nollette, Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway,CMC Date
Clerk of the Board
Approved as to form only:
19- C April 11, 2025
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
JEFFERSON COUNTY'S AUTHORIZATION TO DEMOLISH STORAGE SHED
On June 24, 2024, Jefferson County (the County)and the County Fair Association (UBI 161 001
174, "Fair Association") entered into an Operating Agreement for the Jefferson County
Fairgrounds ("Operating Agreement"). The City of Port Townsend has issued a permit for Shed
& Stable Removal/Demolition. Funding for the shed& stable removal/demolition and installation
of a new structure ("the project") will be provided to the Fair Association from the Washington
State Department of Agriculture. The grant provides "funding for a capital improvement project
to make health or safety improvements to agricultural fairgrounds or fair facilities in order to
benefit participants and the fair-going public"pursuant to RCW 15.76.165. The grant is identified
as Grant Agreement Number: K5055, which terminates on May 31, 2025.
The project will improve the operations and safety at the Fairgrounds. Section 4.14 of the
Operating Agreement requires prior written approval by the County of any proposed changes in
the operations of the Fairgrounds. Section 2.15 of the Operating Agreement defines "operations"
to include "management of all buildings, facilities and campgrounds." The existing shed and
stable are buildings or facilities. Section 4.9 of the Operating Agreement gives requires the
Fairgrounds to manage risks and hazards at the Fairground in a manner satisfactory to the County
Administrator. Under Section 4.16 of the Operating Agreement, the County Administrator may
approve in writing modifications to "the facilities, infrastructure, or other property located at the
Fairgrounds."
By the signature below, the County Administrator hereby provides written authorization for the
demolition portion of the project.
By: Monte Reindersa
Monte Reinders, Date
Acting County Administrator
OPERATING AGREEMENT FOR
THE JEFFERSON COUNTY FAIRGROUNDS
This Operating .agreement(all terms in bold are defined below) is between the County and the
Fair Association.
WHEREAS, RCW 36.37.040 states:
The board of county commissioners of any county may appropriate and expend
each year such sums of money as they deem advisable and necessary for (1)
acquisition of necessary grounds for fairs and world fairs, (2) construction,
improvement and maintenance of buildings thereon,(3)payment of fair premiums,
and (4) the general maintenance of such fair. The board of county commissioners
of any county may also authorize the county auditor to provide a revolving fund to
be used by the fair officials for the conduct of the fair. The board of county
commissioners may employ persons to assist in the management of fairs or by
resolution designate a nonprofit corporation as the exclusive agency to operate and
manage such fairs.
and,
WHEREAS,the County is the owner of the Fairgrounds; and,
WHEREAS,the Board of Commissioners has determined that Fairgrounds benefits Jefferson
County by providing its residents the ability to conduct a county fair and other events at the
Fairgrounds;and,
WHEREAS, the Board of Commissioners has determined it is in the public interest to protect
and preserve the continued viability of the Fairgrounds;and,
WHEREAS, RCW 36.37.040 authorizes the County to employ "persons" to assist in the
management of fairs or to designate a nonprofit corporation as the exclusive agency to operate and
manage county fairs and the Fair Association is a"person"under state law; and,
WHEREAS, RCW 36.01.010 authorizes the County to make such contracts as may be necessary
to the exercise of its corporate or administrative powers;and,
WHEREAS,the County Fair Association has agreed to operate and maintain the Fairgrounds
and organize and conduct the Jefferson County Fair since June 12,2002; and,
WHEREAS, the Parties desire to continue their relationship and the Fair Association's use of
the Fairgrounds for the purposes specified above; and,
WHEREAS, the Fair Association recognizes that the County requires protection of the
Fairgrounds and the people who access the Fairgrounds; and,
WHEREAS,the Parties expressly acknowledge and assert that valuable consideration has been
provided by the Fair Association in exchange for this Operating Agreement,and,
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WHEREAS, for good and valuable consideration, as described in this Operating Agreement,
and as bargained for and exchanged by the Parties in support of this Operating Agreement the
Parties agree as follows.
NOW THEREFORE IT IS AGREED:
1 PURPOSES OF THIS OPERATING AGREEMENT.
The purposes of this Operating Agreement are to ensure:
1.1 The continued availability,use and maintenance of the Fairgrounds:
1.2 The Fairgrounds is available for use pursuant to this Agreement, including for the
Jefferson County Fair and for other events and uses by the general public consistent with
the mission of the Fair Association and the law;
1.3 The Fair Association operates in a fair and transparent manner Pursuant to written Policies
adopted by the Fair Association; and,
1.4 The Fair Association manages its financial affairs responsibly.
2 DEFINITIONS.
2.1 "Board of Commissioners"means the Jefferson County Board of Commissioners.
2.2 "The County" means Jefferson County, Washington, a municipal corporation and a
political subdivision of the State of Washington.
2.3 "Critical Areas"has the same meaning as in WAC 365-190-03u(41 .
2.4 "County Administrator" means the county administrator appointed by the Board of
Commissioners.
2.5 "Event Agreement' means a license to use a portion of the fairgrounds or an existing
structure for a short period of time.
2.6 "Environmental Law" means any federal, state or local statute, regulation, code, rule,
ordinance,order,judgment,decree, injunction or common law pertaining in any way to the
protection of human health or the environment, including without limitation,the Resource
Conservation and Recovery Act, the Comprehensive Environmental Response,
Compensation and Liability Act, the Toxic Substances Control Act, and any similar or
comparable state or local law.
2.7 Fair Association means the County Fair Association (UBI 161 001 174), a private non-
profit corporation.
2.8 "Fair Association Board"means the governing body of the Fair Association.
2.9 "Fairgrounds"means the property owned by the County,as described in Exhibits A& B.
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2.10 "Hazardous Substance" means any hazardous, dangerous or toxic wastes, materials, or
substances as defined in state or federal statutes or regulations as currently adopted or
hereafter amended,and includes without limitation petroleum oil and any of its fractions.
2.11 "Jefferson County Fair" means the annual county fair, typically conducted over the
second weekend in August of each year.
2.12 "Lease" means a lease of any portion of the Fairgrounds. For the avoidance of doubt,
Lease does not include any Event Agreement.
2.13 "Losses'means,without limitation:(a)the cost of any investigation,removal,remedial or
other response action that is required by any Environmental Law, that is required by
judicial order or by order of or agreement with any governmental authority, or that is
necessary or otherwise is reasonable under the circumstances;(b)Losses for injury or death
of any person;and, (c)Losses arising under any later-enacted Environmental Law.
2.14 "Operate"means engaging in Operations at the Fairgrounds.
2.15 "Operations"means establishing, promulgating and implementing policies for use of the
Fairgrounds(and the structures located there) by business invitees, licensees, guests and
the public; the scheduling, renting and management of all buildings, facilities and
campgrounds; with vendors, booth operators, security forces, local law enforcement
agencies, ticket takers, ride operators and other contracts related to Operations.
2.16 "Operating Agreement'means this Operating Agreement for the Fairgrounds.
2.17 "Parties"means the parties to this Operating Agreement.
2.18 `'Party"means one of the Parties.
2.19 "Policies'means more than one Policy.
2.20 "Policy" means a policy adopted by the Fair Association Board that is approved by the
County Administrator.
2.21 "Section"means a section of this Operating Agreement.
3 TERM OF OPERATING AGREEMENT.
This Operating Agreement begins on the Effective Date and terminates on December 31, 2027,
unless otherwise terminated or extended by the Board of Commissioners. If this Operating
Agreement is not renewed, expiration shall be automatic.
4 RESPONSIBILITIES OF THE FAIR ASSOCIATION.
4.1 Revise its by-laws, which must be approved by the County Administrator. The Fair
Association shall adhere to those by-laws faithfully in the execution of Fair Association
business and operation of the Fairgrounds.
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4.2 Develop and adopt Policies, which shall be approved by the County Administrator. The
Policies shall be presented to the County Administrator for approval on or before one
year after the Effective Date. The County Administrator may extend this deadline for
good cause shown, but for no longer than 180 days. The Policies shall include a Policy on
at least the following:
4.2.1 Compliance with state and federal laws prohibiting discrimination and
harassment;
4.2.2 Risk Management, including purchasing adequate insurance to cover the
risks of Operation of the Fairgrounds;
4.2.3 Health, Safety and Environment;
4.2.4 Utilization of the Fairgrounds by visitors;
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4.2.5 Conflict of Interest;
4.2.6 Contracting, including procedures for Event Agreements and the use of
standard contract forms.
4.3 The Fair Association shall Operate the Fairgrounds and all the buildings and facilities
located there, except as designated by the County.
4.4 The Fair Association shall Operate the Jefferson County Fair, including,but not limited
to, contracting with vendors, booth operators, security forces, local law enforcement
agencies,ticket takers, ride operators and other contracts related to Operations.
4.5 The Fair Association shall pay all costs and expenses related to the use of the Fairgrounds
for the purposes described in Section I,including,but not limited to,utilities, incorporation
fees and any applicable taxes, charges or costs imposed on the Fair Association by a
municipal corporation with taxing powers.
4.6 The Fair Association shall maintain the Fairgrounds and all the buildings and facilities
located there. Maintenance shall include, but not be limited to, routine maintenance
activities that are intended to keep the facilities and buildings in good repair, appearance,
and working order. The Fair Association shall provide materials and labor for these
routine maintenance activities.
4.7 The Fair Association shall employ such persons as necessary to carry out its operations.
In doing so, the Fair Association shall comply with all State and Federal Laws and
regulations dealing with employee and contracted service.
4.8 The Fair Association shall be responsible for managing its financial affairs, including:
payroll, accounts payable and receivable, and inventory and cash management. The Fair
Association shall provide monthly, quarterly and annual income and balance sheet
statements at its board meetings and make them available to the County and the public.
The Fair Association shall contract with a qualified Certified Public Accountant for an
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annual audit of the Fair Association's financial statements. Audit results shall be shared
at a Fair Board meeting and shall be otherwise made available.The Fair Association shall
present the audit results to the County in a regularly scheduled Board of Commissioners
meeting as soon as practicable after receipt.
4.9 The Fair Association shall manage the risks and hazards associated with events and
activities at the Fairgrounds in a manner satisfactory to the County Administrator. The
Fair Association shall specifically manage for risks associated with the use and
maintenance of the Fairgrounds, including but not limited to the identification and
mitigation of building and facility hazards.
4.10 The Fair Association has a duty to offer access to and upon the Fairgrounds that provides
for the safety of the general public and those persons patronizing the Fairgrounds.
4.11 The Fair Association shall keep the Fairgrounds free and clear of any liens and
encumbrances arising from its actions pursuant to this Operating Agreement and its use
of the Fairgrounds.
4.12 The Fair Association shall maintain the Fairgrounds structures, infrastructure, and
improvements in good condition during the term of this Operating Agreement at its own
sole expense. The Fair Association is not authorized to install any structure,
infrastructure, or improvement at the Fairgrounds, unless approved in a separate written
agreement with the County. The Fair Association shall be the owner of any structure,
infrastructure, or improvements that the County has authorized installation in writing,
unless an agreement between the County and another person controls and says otherwise.
The County is the owner of any structure, infrastructure, or improvements it has installed
or will install. For the avoidance of doubt, the Parties understand and agree that
enlargement of an existing structure is not considered an installation.
4.13 The Fair Association shall not cause or permit any damage to any Critical Areas on the
Fairgrounds,except as is necessary for regular maintenance or daily operation and/or any
construction or installation of improvements if such construction or installation has been
authorized by the County.
4.14 If the Fair Association believes it cannot satisfy the obligation required in this Section
due to a lack of funds, it shall notify the County Administrator in writing immediately
for a determination of whether the County can make additional funds available.
4.14 The Fair Association must receive prior written approval by the County of any proposed
changes in Operation of the Fairgrounds. Failure to do so may result in termination of
this Operating Agreement at the discretion of the County.
4.15 The Fair Association may enter into Event Agreements for up to 30 consecutive days for
portions of the Fairgrounds without written permission from the County. Event
Agreements for more than 30 days, must be approved in writing by the County
Administrator. Revenue from Event Agreements issued by the Fair Association
consistent with this Section shall be used by the Fair Association for Operation of the
Fairgrounds.
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4.16 No modifications may be made to the facilities, infrastructure or other property located at
the Fairgrounds without the written approval of the County Administrator.This Section
shall not apply to maintenance or minor repairs performed by the Fair Association.
4.17 The Fair Association shall Operate the Fairgrounds and all activities and events in
compliance with all federal, state, and local laws, regulations and any permits issued
thereunder. The Fair Association shall notify the County in writing within 24 hours if the
Fair Board or any Fair Association employee becomes aware that the Fair Association
is acting or operating in alleged violation of any local,state,or federal law or permit.
S RESPONSIBILITIES OF THE COUNTY.
5.1 Exercise financial oversight of the Fair Association and the activities it conducts.
5.2 Risk Management services including walk-through of facilities, and assistance in the
preparation and review of contracts, operating procedures, cash handling procedures and
the like,as requested by the Fair Association, or as may be initiated by the County.
5.3 As requested by the Fair Association,assist the Fair Association in attaining appropriate
liability and other insurance coverage. Expenses for such liability and other insurance
coverage shall be paid in their entirety by the Fair Association.
6 FUNDING BY THE COUNTY.
6.1 The County shall provide the Fair Association funds to be used in support of the Fair
Association's responsibilities under this Operating Agreement.
6.2 The amount of the funding to be provided by the County shall be $100,000 for 2023,
$100,000 for 2024, $100,000 for 2025, $100,000 for 2025 and $100,000 for 2027.
6.3 Any funds for 2023 that have not been paid as of the Effective Date, shall be paid to the
Fair Association within 30 days of the Effective Date. Funds for subsequent years during
the term of this Operating Agreement shall be payable as a lump sum payment upon
receipt of an invoice from the Fair Association in January of each year.
7 STATE FUNDING.
The County agrees that in any year in which the Fair Association manages and Operates the
Jefferson County Fair, the Fair Association may receive and keep any such contribution(s) by
the State of Washington. The Fair Association shall prepare and submit any necessary
documentation to the State in connection with the State funding.
8 CELL ANTENNA INSTALLATION AND ITS REVENUE.
The Fair Association shall cooperate with the County in obtaining a long-term cell antenna lease
at the Fairgrounds. During the term of this Operating Agreement, revenue from long-term cell
antenna installation lease shall be paid to the Fair Association.
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9 USE OF FUNDS PROVIDED TO THE FAIR ASSOCIATION PURSUANT TO THIS
AGREEMENT
Funds provided to the Fair Association under this Operating Agreement shall be used by the
Fair Association solely for the purpose of supporting the management, maintenance, repairs of
the Fairgrounds and production of the Jefferson County Fair related to carrying out the Fair
Association's responsibilities outlined in Section 4. For the avoidance of doubt, this includes all
funding provided under Sections 6, 7, and 8.
10 LIMITED LICENSE IN SUPPORT OF OPERATING AGREEMENT.
10.1 The Fair Association shall have a license to use the Fairgrounds, solely for the purposes
outlined in Section 4.
10.2 The Fair Association acknowledges that this Operating Agreement does not transfer,
grant,or convey to it any ownership interest,title,or easement in the Fairgrounds.
10.3 The County reserves the mineral and timber rights associated with the Fairgrounds.
11 EFFECTIVE DATE.
This Operating Agreement shall become effective when signed by the last Party.
12 TERMINATION OF PRIOR AGREEMENTS.
This Operating Agreement supersedes all previous agreements between the Parties concerning
the Fairgrounds. All prior agreements between the County and the Fair Association are
terminated as of the Effective Date. For the avoidance of doubt, previous agreements include but
are not limited to the Memorandum of Understanding by and between the Jefferson County Fair
Association and Jefferson County, dated June 12, 2000, the Agreement by and between the
Jefferson County Fair Association and Jefferson County, dated May 20, 2019 (2019 Community
Services Funding), the Agreement by and between the Jefferson County Fair Association and
Jefferson County, dated December 16, 2019 (2020-2022 Community Services Funding) and the
Agreement by and between the Jefferson County Fair Association and Jefferson County dated
September 12, 2022(2023-2027 Community Services Funding).
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13 RATIFICATION.
All activities performed by the Fair Association pursuant to Section 3 prior to the Effective Date
are hereby ratified.
14 PUBLIC HEALTH AND ENVIRONMENTAL PROTECTION.
14.1 The Fair Association shall comply with all the applicable requirements of Chapter 8.0-of
the Jefferson County Code related to food service sanitation.
14.2 The Fair Association hereby agrees to indemnify,defend,and hold harmless,and to waive,
release and discharge the County from any and all present or future claims or demands,
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and any and all damages, Losses, injuries, liabilities,causes of actions(including,without
limitation,causes of action in tort)costs and expenses(including,without limitation, fines,
penalties or judgments, and attorneys' fees)of any and every kind or character, known or
unknown, which the Fair Association might have asserted or alleged against the County
arising from or in any way related to the alleged presence, use, storage, generation,
manufacture, transport, release, leak, spill, disposal or other handling of any Hazardous
Substances in, on, or at the Fairgrounds. In addition, the Fair Association shall
indemnify, defend and hold the County harmless from and against any Losses arising out
of or related to:(i)any exacerbation of any condition of the Fairgrounds;and,(ii)the cost
of any cleanup of the Fairgrounds. PROVIDED, however,that nothing in this subsection
is intended to cover Hazardous Substances in existence at the Fairgrounds prior to June
12, 2000,the date the Fair Association began Operations at the Fairgrounds.
15 APPLICABLE LAW.
It is understood and agreed that this Operating Agreement is entered into in the State of
Washington. This Operating Agreement shall be governed by and construed under the laws of
the United States,the State of Washington and the County of Jefferson,as if applied to transactions
entered into and to be performed wholly within Jefferson County, Washington between Jefferson
County residents. No Party may argue or assert that any state law other than Washington law
applies to the governance or construction of this Operating Agreement.
16 DISPUTES.
The Parties agree to use their best efforts to prevent and resolve disputes before they escalate into
claims or legal actions.Any disputed issue not resolved under this Operating Agreement shall be
submitted in writing within 10 days to the County Risk Manager, whose decision in the matter
shall be final, but shall be subject to judicial review. If either Party deem it necessary to institute
legal action or proceeding to enforce any right or obligation under this Operating Agreement,
each Party in such action shall pay for its own attorney's fees and court costs. Any legal action
shall be initiated in the Superior Court of the State of Washington for Jefferson County. The
Parties agree that all questions shall be resolved by application of Washington law and that the
Parties have the right of appeal from such decisions of the Superior Court under the laws of the
State of Washington. The Fair Association consents to the personal jurisdiction of the Superior
Court of the State of Washington for Jefferson County.
17 INDEMNIFICATION.
17.1 The Fair Association shall defend, indemnify and hold the County, its officers,officials,
employees, agents and volunteers (and their marital communities) harmless from any
claims, injuries, damages, losses or suits, including attorney's fees, arising out of or
resulting from the acts,errors or omissions of the Fair Association in performance of this
Operating Agreement, except for injuries and damages caused by the sole negligence of
the County.
17.2 Should a court of competent jurisdiction determine this Operating Agreement is subject
to RCW 4.24.115 if liability for damages occurs arising out of bodily injury to persons or
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damages to property caused by or resulting from the concurrent negligence of the Fair
Association and the County, its officers,officials,employees, agents and volunteers(and
their marital communities),the Fair Association's liability, including the duty and cost to
defend, shall be only for the Fair Association's negligence.
17.3 It is further specifically understood that the indemnification provided constitutes the Fair
Association'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.
17.4 This Section shall survive the expiration or termination of this Operating Agreement.
18 INDEPENDENT CONTRACTOR.
18.1 The Fair Association is an independent contractor regarding the services provided under
this Operating Agreement.
18.2 The Fair Association is not an agent,an employee or a servant of the County.
18.3 The Fair Association specifically has the right to direct and control Fair Association's
own activities and all of its employees, agents and representatives in providing the agreed
services in accordance with the specifications set out in this Operating Agreement.
18.4 The Fair Association acknowledges that the entire compensation for this Operating
Agreement is in the compensation provisions of this Operating Agreement and the Fair
Association is not entitled to any County benefits,including,but not limited to:retirement,
vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits;
fringe benefits;or any other rights or privileges afforded to County employees.
18.5 The Fair Association agrees to file all necessary governmental documents, including tax
returns, reflecting income status as an independent contractor for services rendered to
the County under this Operating Agreement.
18.6 Should any governmental agency audit the files of and request information on either Party,
each Party agrees to furnish immediately the requesting Party with any records, including
tax returns, relating to the services rendered under this Operating Agreement.
19 INSURANCE REQUIREMENTS.
19.1 The Fair Association shall obtain and keep in force during the terms of the Operating
Agreement or as otherwise required, the following insurance with companies or through
sources approved by the State Insurance Commissioner pursuant to Chapter 48 RCW and
on a form acceptable to the Jefferson County Risk Manager.
19.2 The County shall be named on all certificates of insurance as an additional insured. The
certificates of insurance shall cover the activities specified in or performed under this
Operating Agreement. The Fair Association shall provide to the County the full text of
any endorsement listed solely by its name, number, or title (as opposed to the full text of
said endorsement).
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19.3 Any coverage for third party liability claims provided to the County by a "Risk Pool"
created pursuant to Ch.48.62 RC W shall be non-contributory with respect to any policy of
insurance the Fair Association must provide to comply with this Agreement. All policies
provided by the Fair Association in order to comply with the insurance requirements of
this Operating Agreement must be endorsed to show this primary coverage.
19.4 If the proof of insurance or certificate indicating the County is an "additional insured"to
a policy obtained by the Fair Association refers to an endorsement(by number or name)
but does not provide the full text of that endorsement, then it shall the obligation of the
Fair Association to obtain the full text of that endorsement and forward that full text to
the County.
19.5 Upon the Fair Association's failure to comply with all provisions of this Operating
Agreement relating to insurance, the County may terminate this Operating Agreement
in a manner consistent with this Operating Agreement.
19.6 The coverage limit for any insurance purchased to provide coverage for damage to property
owned by the Fair Association at the Fairgrounds shall be in an amount not less than the
replacement value of the Fair Association-owned property, including but not limited to
structures and infrastructure on the Fairgrounds.
19.7 All insurance shall be obtained from an insurance company authorized to do business in
the State of Washington.
19.8 The Fair Association shall submit a certificate of insurance as outlined above within 14
days of the execution of this Operating Agreement to the County.
19.9 No cancellation of the foregoing policies shall be effective without thirty (30) days prior
notice to the County.
19.10 The following types of insurance shall be maintained by the Fair Association for its
Operations at the Fairgrounds.
19.11 Worker's Compensation(industrial Insurance).
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19.1 1.1.1 The Fair Association shall maintain workers' compensation insurance at
its own expense, as required by Title 51 RCW, for the term of this
Agreement and shall provide evidence of coverage to Jefferson County
Risk Management, upon request.
19.1 1.1.2 The worker's compensation insurance shall be cover all employees with
limits meeting all state and federal laws. This coverage shall be include
Employer's Liability with limits meeting all state and federal laws.
19.11.1.3 The Fair Association expressly waives by mutual negotiation all immunity
and limitations on liability, regarding the County, under any industrial
insurance act, disability benefit act, or other employee benefit act of any
jurisdiction which would otherwise apply in the case of such claim.
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19.11.1.4 If the County incurs any costs to enforce this subsection, all cost and fees
j may be recoverable from the Fair Association.
19.12 Commercial Automobile Liability Insurance. The Fair Association shall obtain bodily
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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$1,000,000 per occurrence in connection with the Fair Association's performance of
the Operating Agreement, including coverage for:
19.12.1.1 Owned Automobiles;
19.12.1.2 Hired Automobiles,and;
19.12.1.3 Non-owned Automobiles.
19.13 General Commercial Liability Insurance. The Fair Association shall obtain general
liability coverage in an amount not less than a single limit of one million dollars
($1,000,000.00) per occurrence and an aggregate of not less than two million dollars
($2,000,000) for bodily injury, including death and property damage, unless a greater
amount is specified in the contract specifications. The insurance coverage shall contain no
limitations on the scope of the protection provided and include the following minimum
coverages:
19.13.1.1 Broad Form Property Damage,with no employee exclusion;
19.13.1.2 Personal Injury Liability, including extended bodily injury;
19.13.1.3 Broad Form Contractual/Commercial Liability - including: completed
operations;
19.13.1.4 Premises-Operations Liability(M&C);
19.13.1.5 Independent Contractors and subcontractors;and,
19.13.1.6 Blanket Contractual Liability.
19.13.1.7 Said general commercial liability policy shall name the County as an
additional insured and shall include a provision prohibiting cancellation or
reduction of coverage of said policy except upon thirty (30) days prior
written notice to the County. Certificates of coverage as required by this
Section shall be delivered to the County within thirty (30) days of
execution of this Operating Agreement.
19.14 The Fair Association shall not Operate on or use the Fairgrounds ��ithout the forgoing
insurance provisions being fully satisfied.
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19.15 The County may,upon the Fair Association's failure to comply with any or all provisions
of this Operating Agreement relating to insurance, withhold payment or compensation
that would otherwise be due to the Fair Association.
19.16 1 f the proof of insurance or certificate indicating the County is an "additional insured"to
a policy obtained by the Fair Association 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
Fair Association to obtain the full text of that endorsement and forward that full text to
the County.
19.17 All insurance policies obtained by Fair Association in order to comply with this Section
shall be primary and non-contributory as against any coverage for third party liability
claims obtained and retained by the County through Ch.48.62 RCW"Risk Pool."
19.18 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.
19.19 The insurance maintained by the Fair Association under this Operating Agreement shall
not in any manner limit or qualify the liabilities or obligations of the Fair Association
under this Operating Agreement.
19.20 The Fair Association shall not Operate on or use the Fairgrounds without the forgoing
insurance provisions being fully satisfied.
20 HARASSMENT AND DISCRIMINATION PROHIBITED.
20.1 Any form of harassment, discrimination, or improper fraternization with any County
employee is strictly prohibited.
20.2 The Fair Association shall not discriminate against any person in performance of Fair
Association's responsibilities under this Operating 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.
21 NO ASSIGNMENT.
No Party shall assign its rights under this Operating Agreement, unless done in writing and
approved by the other Party.
22 MODIFICATION.
This Operating Agreement may be modified during the term of this Operating Agreement only
by mutual agreement of the Parties,which shall be appended to this Operating Agreement.
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23 TERMINATION.
23.1 This Operating Agreement may be terminated by any Party for cause upon providing the
other Party with written notice thirty(30)days prior to the date of termination.The written
notice of termination must explain the reason for termination, if any.
23.2 After receipt of a notice of termination,and before termination, the Party in receiving the
notice of termination may cure the defect, if any,or make the case for why this Operating
Agreement should not be terminated. The Party issuing the notice of termination may
consider the case by the other Party and may continue with the termination or rescind the
termination notice. If the termination notice is rescinded this Operating Agreement shall
continue in force for the full term. If this Operating Agreement is terminated, the Fair
Association shall refund to the County the pro-rata share of the funding measured from
the date of termination to the end of the year, unless otherwise negotiated
23.3 Either Party may notify the other Party of an alleged default and the Party allegedly in
default shall have twenty (20) days to cure same. The period to cure the default may be
extended by mutual agreement.
24 ENTIRE AGREEMENT. This Operating Agreement memorializes the entire Agreement
of the Parties and all parts of this Operating Agreement are contained herein. The Parties
agree that:
24.1 No representation or promise not contained in this Operating Agreement has been made.
24.2 They are not entering into this Operating Agreement based on any inducement, promise
or representation, expressed or implied, which is not contained in this Operating
Agreement.
24.3 This Operating Agreement supersedes all prior or simultaneous representations,
discussions,negotiations,and Operating Agreements, whether written or oral,within the
scope of this Operating Agreement.
25 SECTION HEADINGS.
The headings of the Sections of this Operating Agreement are for convenience of reference only
and are not intended to restrict,affect,or be of any weight in the interpretation or construction of
the Sections or this Operating Agreement.
26 LIMITS OF ANY WAIVER OF DEFAULT.
No consent by either Party to,or waiver of,a breach by either Party,whether express or implied,
shall constitute a consent to, waiver of, or excuse of any other,different,or subsequent breach by
either Party.
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27 NO ORAL WAIVER.
No term or provision of this Operating Agreement will be waived by either Party,and no breach
excused by either Party,unless such waiver or consent is in writing signed on behalf of the Party
against whom the waiver is asserted. Failure of a Party to declare any breach or default
immediately upon the occurrence thereof, or delay in taking any action in connection with, shall
not waive such breach or default.
28 ORDER OF PRECEDENCE.
If there is an inconsistency in this Operating Agreement,or between its terms and any applicable
statute or rule, the inconsistency be resolved by giving precedence in the following order: (a)
Applicable state statutes and rules,(b) local laws and rules;and, (c)case law.
29 SEVERABILITY.
Provided it does not result in a material change in the terms of this Operating Agreement, if any
provision of this Operating Agreement or the application of this Operating Agreement to any
person or circumstance shall be invalid, illegal, or unenforceable to any extent, the remainder of
this Operating Agreement and the application this Operating Agreement shall not be affected
and shall be enforceable to the fullest extent permitted by law.
30 SURVIVAL.
Those provisions of this Operating Agreement that by their sense and purpose should survive the
term of this Operating Agreement shall survive the term of this Operating Agreement. Without
limiting the generality of the preceding sentence, and for the avoidance of doubt, the provisions
that survive the term of this Operating Agreement include: (a) controlling law; (b) insurance;
and,(c) indemnification.
31 PROVISIONS REQUIRED BY LAW ARE ADDED.
Any provision of law and any clause required by law to be in this Operating Agreement are made
a part of this Operating Agreement and shall be read and enforced as though they were they were
included in this Operating Agreement and as if omitted by mistake, if ever any such provision or
clause is not included, or is not correctly inserted, this Operating Agreement shall be amended
to add or correct such clause forthwith upon the request of any Party to another Party.
32 BINDING ON SUCCESSORS, HEIRS AND ASSIGNS.
This Operating Agreement shall binding upon and inure to the benefit of the Parties' successors
in interest,heirs and assigns.
33 NO THIRD-PARTY BENEFICIARIES.
The Parties do not intend,and nothing in this Operating Agreement shall be construed to mean,
that any provision in this Operating Agreement is to benefit any person or entity who is not a
Party.
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34 SIGNATURE IN COUNTERPARTS.
This Operating Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which counterparts together shall constitute the same instrument
which may be sufficiently evidenced by one counterpart. Execution of this Operating Agreement
at different times and places by the Parties shall not affect the validity of this Operating
Agreement, so long as all the Parties execute a counterpart of this Operating Agreement.
35 FACSIMILE AND ELECTRONI.0 SIGNATURES.
The Parties agree that facsimile and electronic signatures shall have the same force and effect as
original signatures.
36 ARMS-LENGTH NEGOTIATIONS.
The Parties agree this Operating Agreement has been negotiated at arms-length, with the
assistance and advice of competent, independent legal counsel.
37 MAINTENANCE OF RECORDS.
37.1 Each Party shall maintain books, records, documents and other evidence that sufficiently
and properly reflect all direct and indirect costs expended by either to perform this
Operating Agreement. These records shall be subject to inspection, review or audit by
personnel of both Parties, other personnel duly authorized by either Party, the Office of
the State Auditor,and federal officials so authorized by law.
37.2 All books, records, documents, and other material relevant to this Operating Agreement
shall be retained for six years after expiration the Operating Agreement. The Office of
the State Auditor, federal auditors, the Jefferson County Auditor, and any persons duly
authorized by the Parties shall have full access and the right to examine these materials
during this period.
37.3 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.
37.4 Records and other documents, in any medium, furnished by one Party to this Operating
Agreement to the other Party, shall remain the property of the furnishing Party, unless
otherwise agreed.
38 PUBLIC RECORDS ACT.
38.1 Notwithstanding any provisions of this Operating Agreement to the contrary,to the extent
any record, including any electronic,audio, paper or other media,must be kept or indexed
as a public record under the Washington Public Records Act,Chapter 42.56 RC W(as may
be amended), the Fair Association agrees to maintain all records constituting public
records and to produce or assist the County in producing such records, within the time
frames and parameters in state law.
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38.2 The Fair Association also agrees that upon receipt of any written public records request,
the Fair Association shall, within two business days, notify the County by providing a
copy of the request per the notice provisions of this Operating Agreement.
38.3 This Operating Agreement, once executed, becomes a "public record" subject to
production to a third Party if it is requested under the Washington Public Records Act,
Chapter 42.56 RCW(as may be amended).
39 ATTACHMENTS.
Any document in this Operating Agreement identified as an attachment is part of th is Operating
Agreement and is incorporated by reference into this Operating Agreement.
40 REFERENCE TO SECTIONS IN THIS OPERATING AGREEMENT.
Any reference to a section in this Operating Agreement is a reference to a Section of this
Operating Agreement, unless clearly stated to the contrary.
41 NOTICES. Notices shall be given at these addresses and contact points:
Jefferson County Board of County County Fair Association
Commissioners Association Treasurer
PO Box 1220 P.O. Box 242
Port Townsend, WA 98368 Port Townsend, WA 98368
(SIGNATURES FOLLOW ON NEXT PAGE)
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JEFFERSON COUNTY WASHINGTON COUNTY FAIR ASSOCIATION
Board of County Commissioners
Jefferson Count , W 2y 2
ashington
By: 4 6 y By.
Greg Brot ert n, Chair Date By:,
By: lY 2y Name: 961%
Kate Q.-an Q.-anl Commissioner Date
Title:
By: � Zy. y Date:
Heidi Eisenhour,Coma ier Date
,••`"' FFER,S0",.
SEAL:
GoinMiss�. c�'.
ry
y
ATTEST-
Carolyn
.. j:
6jq .. ....� �a
�. SHiNG.�
Carolyn Ilaway, CMC Date
Clerk of the Board
Approved as to form only:
June 20, 2024
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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EXHIBIT A
The land referred to herein is described as follows:
The Southwest 1/4 of the Southeast 1'/4 of the Southeast 1/4, and, the East 1/2 of the Southeast
1'/4 of the Southeast 1/4; and, the East 1/2 of the Southeast 1/4 of the Southwest 1/4 of the
Southeast 1/4; except any portion thereof lying northerly of the southerly limits of South Jacob
Miller Road;together with the East 300 Feet of the West 1/2 of the Southeast 1/4 of the Southwest
1/4 of the Southeast 1/4; of Section 8, Township 30 North, Range I West, W.M.; said described
parcel being a portion of Jefferson County Fire Protection District#6 Short Plat as per plat recorded
in Volume 4 Pages 39 and 40 of Short Plats, Auditor's File Number 403948, records of Jefferson
County Washington.
Situate in Jefferson County, State of Washington.
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EXIIIBIT B-Fairgrounds Aerial View
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,.ems 141
ATTACH DIAGRAM HERE
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