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Approve $200,000 .09 ("Distressed Counties”) grant to the Port of Chehalis for its "SW Washington Grain Facility" project. BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 22-228 APPROVE $200,000 .09 ("DISTRESSED COUNTIES") GRANT TO THE PORT OF CHEHALIS FOR ITS "SW WASHINGTON GRAIN FACILITY" PROJECT WHEREAS, the Lewis County Board of County Commissioners (BOCC) wishes to approve funding in the amount of $200,000 for the Port of Chehalis for its "SW Washington Grain Facility" project, a project that serves future demand and meets the definition of a "public facility" under RCW 82.14.370; and WHEREAS, the Comprehensive Economic Development Strategy (CEDS) is a list of projects maintained by the Lewis County Economic Alliance as per RCW 82.14.370; and WHEREAS, via prior resolutions and this resolution, the BOCC adopts the CEDS as Lewis County's officially adopted county overall economic development plan for the purposes of RCW 82.14.370; and WHEREAS, the Port of Chehalis's application for funding of the "SW Washington Grain Facility" project has been recommended for approval and listing in the CEDS by the Distressed Counties/Rural Economic Development Public Facilities Advisory Committee, the committee created to recommend projects for listing in the CEDS; and WHEREAS, the Port of Chehalis's application is supported by the attached Grant Agreement prepared by Economic Alliance pursuant to the CEDS, and the agreement is incorporated herein by reference; and WHEREAS, it is in the best interest of the citizens of Lewis County that the funds requested by CEDS be authorized in order to allow completion of the "SW Washington Grain Facility" project, a project that supports economic development in Lewis County. NOW THEREFORE BE IT RESOLVED that the BOCC (1) approves the "SW Washington Grain Facility" project as a public facility for purposes of RCW 82.14.370 and amends the CEDS list to include that project in the county's overall economic development plan; and (2) authorizes Lewis County to enter into the attached Grant Agreement with the Port of Chehalis for the "SW Washington Grain Facility" project in the amount of $200,000 using monies from the "Distressed Counties Fund," all in accordance with RCW 82.14.370 and applicable law. DONE IN OPEN SESSION this 26th day of July, 2022. Page 1 of 2 Res. 22-228 APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Robert Bradley Lindsey R. Pollock, DVM By: Robert Bradley, Lindsey R. Pollock, DVM, Chair Deputy Prosecuting Attorney ATTEST: °` "•s, Absent • �7 hD OF'. • Sean D. Swope, Vice Chair o SIC ,845 •J`ro J• Rieva Lester F.7.-- F. Lee Grose Rieva Lester, F. Lee Grose, Commissioner Clerk of the Lewis County Board of County Commissioners Page 2 of 2 Res. 22-228 • • xrxMe Mainz pxxen] Total Eplae•mpw Ode On...011.88)40 Ma.we Status WMe Pass Country CorM.801d a Wang to Muse 5/9/2011 PonwOodxremn xrldln Mstmcal museum 5450030 fuwron.ermeen 6/30n011 Pend.{ access mad 171.,1.Il mlrxm in four lonuom to drain Irm mcva the mad,,,ey char Improvement et Atoms SO could lead om,.,,,lw,e em.a,.?Mr, 4na011 Watpelre TornofPeEll $100,m0 orsMa, 6/30/2011 Pen. Comdae funding for Phase Drain Sw In faulty Mat cannamle rerl 5Mn011 Feel, Pon aawnam 53mm0 Mndu.,aew., op and W. 6/30/.2 Pm.. Mating pan 0.ougn Implemematms of 5175.000.00annually apes available e,onorr.development Economic Elllarce for to number ly0erpn economic 11/15/21. in.yesand proieds IS0rnlr d 15350000.00 M dembomentmmatna 6/30/2011 MMotress NUN bul.ng at 112 Norman Way Rtat,nr 5/1./m11 P imr«emem TenantRCP. $ 135m000 Packwood up to mar.etaue.tan„ ma.n prspm_ speedstrearnime a. up tile uearevaeertal standards to fis In cons,smacks, modernize Ole design rules and create +6pdal.air Yleee', mote fa.lar se of design standards 4/16002/ $ 10,000.00 I«demlooers Ma.ii 1a5 Funded 1ean PaYment Mr continuation E. rain,eon_ d o m w mv oPano for ee a Paood 10/9/1010 Pe,Fund. Pod s 10,801.00 9/13/2020 Sewer Enannn tr mlO.. 51.7 M,lx3n Pannee sewer to/M.m2nwl fun 6/1u1013 ..mrp.emn Engineering nnalydas nana.88.M.tat 67,714 9/13/1010 9D0111 ,$ 175,000.00 Rwm for funt.mwe.r.Mn 11 emp.gm Tenant Improvement Pr0en ICON 6/13/2020 Package Pon ofrne,au: $ 49,00300 Tenantentanerements ofWmn6 C.O. Funded Flood mPrgemw levels corny Fboe Reduce road a.mtersemon flood x 1n3/1020 the LOmn Control gternn $ 156,000 CO and closure. Mat-ss me 0mhalis Sasin Rood Chehalis Myer Basin development ofrMgoOnaed nooe 2n8/2010 Damage Red.°Preen none Control DM. $ 750,000.00 men.anbeerly. Ma.31 a0% Lewis rainy Public Expand tie service capacity el the raw 10. 1/111/1010 NW Sports we Expansion Faolnln0ept. $ 300,000.00 Wets0u0 ramp/eled Funded 5165.003.00 annually UDC Operations and «tom Peers e tetel ro0rw,ee«the operatmsgee10034 Implementation of ✓5330,00000 ewer mlc 0e.e1apnm dncea0e Prim Funded 2/2E/2020 Striae,M.o % Lean Em mo3ee0. .plemml the 50ata,c nntawes CempMM Nor.LeMS County Lew.County PN'e F rat dcyn d e00R 24102 9/6/1019 Industrial Access Worn Industrial Wo �me rainy Industrial access Marti Txd Stoking a tbef Cove,rust of development and stun pr.menemeenng analysts study m a6e.eu Update on 63/4 Fun. 1A4/3019 lewd ropnv wamny0on 5 110,00000 economic and eremmnmeeeal bereeu .pail llm used Mwpeh.°Pe2way laws County Pub. 5n1/1019 Construction Works $ 1,115,380.m ramemnion a Md..°Parkway Railand ren, Prgen 10. 2/11/3019 _ Ia4RLy Port o CMlw8s _$ 800000100 neamnm of a.ad spot Completed Funded Water 1/n019 EM,50.505 Extension W6don $ 00 a Lem cant. ten 36n Ciatpc,eenpwa Plan Compete sm..mandated updated Ll3n019 upate olyd valet $ 1500000 0.y of vattr Corn...nom Pan Prcaect an1/m a 1s Mdge faun Phase a ronaae.aM S nmm0m Build rom a ,odewily CM. w Packwood Sawa Rendering ofw r Treatment Project 3n/101a .rails FOC $ 30m0.00 pars Competed Fungal a4,,,Io,,, Implemental.,d Wale,.Plan and Pm/w 3/9/101a E Lewis s 330,m0.m rmm�lwo nmdM.n ErmMn a9u and.emodel fealty m ty for regal O/1/1013 c`w Illy Pm of orenalu 5 115000.00 sou, Completed Funded on L.an*.of mates data ter Project tarponmoren Nanning a nrcrnaa Collection 8n4/1017 OmeaSs Airport 5 38,00000 land use planning ranpined Funded .IsmWater[NMI .biny Study and Epeennx Report v and 1 arepxeH 5/:.nol3 Enm.wn terns Co,Water Watl s 40,000.00Business .pa .mum Reervp. awl, -drama Et most planning and 5/180017 ribl'ad0 it M.nEX 5 380000.00 Mnmess recruitment 21111,016 Disaster Repair" Po0drne.s 5 100,000.00 Myu.60e0l.aid e.r3s U2Yt016 al,6elnCP.ad .vmiai pocka0eMlu 5 250A00.00 fnv smppnb site esran,pemnery 10/30/2015 moll Park ortp. Site Pm9Uaple $ 275,000m net rid, I,nra.wm.pm Mow.Children's 4n6/1015 Museum - aoyaO,de2s 5 4,200000m rmnrr.3maad.Mrmsmps«an Mel 3m ft.of mil simastruetue Fxyamiml part of Chehalis $ 88,273m 5/27/1015 Mrwa.n s Dry d0eeaM 5 W,mO.W Construction d a Mlden museum filstorie Rao Theatre South Wax and Rod Restore. Preserve structural Integrity of budding 5/15/2015 Prgttt 00d renwe 5 365,855m y30/1o15 StearnreWM IS n. 04Y of0wnw0 5 13s)3600 Overhaul dlarmweew MS Stearn Engine 111$-15 Yr. Overhaul et I«an«N.x15 6/19/1015 rep.. City of Omha.s 5 158340. p/1n01a Main Eceess ail Leeds Co,Public Wm.5 500Dru m .a mnaresa to�ndpww a, a/11/1011 WId0r6 Sera Om. W9Mr. $ 5,2.1.02 I June 2022 .09Rural Economic Development Public Facilities Advisory Committee Minutes June 10, 2022 @ 8:28am Economic Alliance Boardroom Present: Ben Kostick, Buck Hubbert, Paul Ericson, Cameron McGee, Lee Grose, Fred Morton, Shawn O'Neill, Kyle Markstrom, Richard Debolt, Dolly Tardiff, Marrianne Schumacher, (Guests:Josh Puckett &Tina Puckett) 2022 .09 Committee Appointment- Richard and the committee had discussion on rotating the .09 committee each year as a benefit to applicants and the community. Discussion was had and it was agreed by all to implement that process. Approval of previous meeting minutes: Motion for approval- Kyle Markstrom 2nd- Lee Grose All approved Review of.09 funds balance- Marrianne reviewed the balance and discussion was had by all. No further questions were asked. CEDS Report- Marrianne spoke about the CEDS report and the .09 application and stated it is up on the website. Review of Applications- *Lee introduced Josh &Tina Puckett who put in an application for the White Pass Country Historical Society. They presented on getting funds to build a brewery in Packwood.They have plans drawn up and these funds would be for the structure only. The amount asked for was$450,000. *Richard spoke about the Port of Chehalis "Grain Facility" application confirming details with Paul Ericson.They would get grain from our local farmers and bring hop farming to our area.The project design has been approved and rail unloading, and transfer facility is engineered.The amount asked for was$200,000. *Richard and Shawn spoke about the Pe Ell application for the Dam Road project.This road desperately needs to be replaced.The amount asked for was$200,000. Discussion was had by all, and it was decided to have the commissioners amend the application to increase the ask for funding for this project. Approval of Motion for Commissioners to amend the funding request for PeEll. A motion was made to have the commissioners amend the Pe Ell application to $400,000. Motion for approval by Mayor Shawn O'Neil. 2nd- Lee Grose All approved Vote Taken: Ben Kostick put to vote for the above three .09 Applications to be approved. All were in favor, no opposed. Application Funding Amount- Lee led the discussion regarding the amount cap listed on the application.The application says $200,000, it was decided by all that limit can be increased with the stipulation of the applicant preparing an in-depth presentation to justify the higher amount. Alliance Update: Richard gave an update about the (EALC) Economic Alliance of Lewis County& (BDC) Business Development Center and what they both do for the community as a service. Adjournment- Motion to Adjourn 9:07 AM- Ben Kostick 2nd- Lee Grose All approved LEWIS COUNTY .09 RURAL ECONOMIC DEVELOPMENT FUND APPLICATION CRITERIA Purpose Counties must consult cities, towns, port districts, and associate development organizations in order to disburse funds.As per RCW 82.14.370 the funds may only be used to: • finance"public facilities"that facilitate the creation or the retention of business and jobs • finance personnel in the office of a county, port district, or associate development organization that facilitate the creation or the retention of business and jobs Public Facilities Definition As per RCW 82.14.370 the public facility must be listed under the county economic development plan or the capital facilities plan and examples are included below: • bridges, roads, railroads, and transportation infrastructure • domestic&industrial water facilities, sanitary sewer facilities, and storm sewer facilities • research,testing, training, and incubation facilities in innovation partnership zones(RCW 43.330.270) • electrical facilities, natural gas facilities, telecommunications infrastructure, earth stabilization • commercial infrastructure, port facilities, buildings, structures Attorney GeneraFs Office As per the 2001 opinion of the Washington State Attorney General's Office the following are uses as defined in the statute: • capital facilities costs, including acquisition, construction, rehabilitation, alteration, expansion, or improvements of public facilities; • costs of development and improvement for the public facilities; • project-specific environmental costs; • land use and permitting costs; • costs of site planning and analysis; project design, including feasibility and marketing studies and plans, and debt and revenue impact analysis 1 Contact Information Applicant: Port of Chehalis Project Title: SW Washington Grain Facility Contact: Lindsey Senter Date: May 24, 2022 Phone#: (360) 748-9365 Email: Isenter@portofchehalis.com Address: 321 Maurin Road City, State, Zip: Chehalis, WA 98532 Loan N/A Grant Request $200,000 Request Amount Amount By signing you confirm you have authority to submit this application for.09 funds on behalf of your organization. I affirm at th 'nformation is correct to my knowledge. Signature: Signatory's Chief Executive Officer Position: 2 QUALIFICATIONS Does Your Project Qualify? Per RCW 82.14.370 the .09 funds may only be used to: • finance public facilities that facilitate the creation or the retention of business and jobs • finance personnel in the office of a county, port district, or associate development organizations that facilitate the creation or the retention of business and jobs Which Public Facility Is Your Project? The public facility must be specifically listed under RCW 82.14.370 and listed under the county economic development plan (or capital facilities plan). Please select the criteria which correspond to your project. ❑ ❑ ❑ ❑ ❑ Bridges Domestic water Research Electrical facilities Earth stabilization facilities facilities ❑ ❑ ❑ ❑ 0 Roads Industrial water Testing Natural gas facilities Buildings facilities facilities ❑ ❑ ❑ ❑ ❑ Railroads Sanitary sewer Training Telecommunications Structures facilities facilities infrastructure X Transportation ❑ ❑ X Commercial X Port facilities infrastructure Storm sewer Incubation infrastructure facilities facilities How Can The Money Be Used For Your Public Facility Project? The Washington State Attorney General 2001 No.5 opinion states that the funds for this statute may only be used in the following ways. Please select the criteria which correspond to your project. ❑ project-specific environmental 0 costs of site planning& X Land use& costs analysis permitting costs X capital facilities costs,including ❑ project design, including X costs of development acquisition,construction, rehabilitation, feasibility and marketing studies& &improvement for the alteration,expansion,or improvements plans, and debt&revenue impact public facilities of public facilities analysis 3 YOUR PROJECT What is your"Public Facilities"project? Please provide a brief description of your project in the space below. This request is for$200,000 to help fully fund Phase I of the Southwest Washington Grain Storage Facility and a Rail Transload Facility proposed on Port of Chehalis property at 207 Maurin Rd, Chehalis. The Port of Chehalis is currently applying for an EDA grant for approximately three million dollars, which may not fully fund the existing Phase I proposal due to recent increase in materials cost and other factors. Potential .09 grant funds, along with prior awarded .09 grant funds (used to extend rail service to the site and construct the facility pad) will help leverage federal EDA funding and increase the likelihood of federal EDA grant award. The Southwest Washington Grain Storage Facility is a segregated grain storage, handling,drying, receiving and shipping facility that will serve the Lewis, Thurston, Cowlitz, and Grays Harbor regions. This work is being done at the request of many different stakeholders in the local farm industry, and is the result of collaboration and work by ports, EDCs,counties,cities,WSU Extension,community colleges,grain growers, grain buyers, and other groups. The proposed Rail Transload Facility in the Chehalis Industrial Park has been identified as a local need since at least 2012. A facility like this is used to move cargo from rail to truck and vice versa, and is publicly- owned infrastructure that would serve all hundreds of existing and future businesses in the area.They could receive bulk or specialized cargoes from rail shippers, and then transport them the remaining distance to their facility by truck. Likewise, they could send their products out to market via rail when that is more efficient than shipping via truck. Currently there are no publicly-owned rail reload facilities in the area and one substandard private one in a flood zone well to the north of the city. This project has been requested by local businesses for years, and the port has researched market demands and determined that there is sufficient demand to warrant a facility and that this location is the best one for the project. How Will This Project Create Or Retain Business Or Jobs? "Jobs"are defined by the.09 advisory committee as employment that produces products and services and exports products and services outside of Lewis County that results in new money coming into the community. The Chehalis Valley Grain Storage Facility will encourage increased economic activity and job creation primarily at existing local farms who sell more profitable crops as well as new fields converted to grain crops. Secondarily, the benefits would be felt at local farm supply businesses, grain millers, breweries, bakers, and others in grain related fields. The Rail Transload Facility will encourage increased economic activity and job creation at any Lewis County business taking advantage of rail transportation opportunities in the Chehalis Industrial Park. Primarily these will be Chehalis-area businesses, but as a publicly owned facility it would be available to all area business users. The Port of Chehalis match contribution for this regional economic development project will be the 8.2 acres of land for the facility, conservatively valued at$1,000,000, along with completed rail access improvements. 4 The Port of Chehalis proposes to use this grant funding to complete the following pre-construction and construction preparation projects: • Legal counsel for A&E consultants contract review and approval • General administration including Port and NWABC staff time and office resources • Topographic survey • Owners representation draw#2 for design/permitting phase • Lead architect of record development of bid docs and front ends of the specifications • Civil engineering all the way through construction docs to permitting(incl SEPA, SWWP, etc) • Structural engineering of concrete and steel foundations • Electrical engineering of wiring, service power, etc. • General fund to cover any unknowns or unforeseen • Purchase of high capacity railcar unloader for the site until final construction is complete. Along with the existing railcar loading equipment,this machinery will allow full transloading capacity to benefit local dairies and poultry farms to unload feed or any other grain related product. Category Created(1 yr.)-Name/Number Retained(1 yr.)-Name/Number Businesses Public Owned Facility Regional farms Direct full time jobs, 2/6 FT jobs. 6-30 FT jobs. Direct part time jobs, indirect jobs What Will Be The Cost Of The Project? The County Commission may disburse funds as both grants and loans. No funding will exceed$600,000 unless it is deemed an extraordinary circumstance by the County Commission. The County negotiates the terms of each award. This may include interest rates or disbursement schedule. Total Project Cost: Requested Amount: ❑ Loan Amount: X Grant(Limit$200,000) Amount: $200,000 5 What Is The Timeline To Completion? Articulate the projected timeline of for this project as well as its completion date. Description: Funds for this request will be utilized almost immediately to prepare for full implementation of the construction phase of the project once EDA funding is secured. Pending the award of the Federal EDA grant and capability of raching the the funding goal, materials procurement to begin quarter 2, 2022. Conctruction to begin at earliest: quarter 3, 2022, latest; quarter 2, 2023 during the construction window. Completion will be October, 2023. 6 LEWIS COUNTY .09 RURAL ECONOMIC DEVELOPMENT FUND COMMITTEE EVALUATION Committee Use Only Do Not Fill Out Economic Benefits The following are metrics that provide an aid in determining which projects may receive funding: Questions Metric Does the proposed project create jobs? How many? Does the proposed project retain jobs? How many? What is the cost per job created/retained? (divide dollars requested by jobs created and/or retained) What is the total number of full time jobs created/retained? What is the total number of part time jobs created/retained? How many businesses will directly benefit from this project? Readiness to Proceed The following are metrics that we have identified as an aid in determining projects may receive funding: Questions Metric Is this project a "Public Facility"that has an economic development purpose? Y/N Have entitlements been obtained and required permits issued/in process? None/Some/All Does this project have a clear timeline and scope of work? Y/N If this request is approved,what is the amount of match funding that is secured? What is the probability of completion from 1-10(10 indicates a high probability)? 7 GRANT AGREEMENT BETWEEN LEWIS COUNTY AND THE PORT OF CHEHALIS This Grant Agreement is made and entered into by Lewis County and the Port of Chehalis as to the conditions for acceptance of monies by the Port of Chehalis from the "Distressed Counties Fund"pursuant to RCW 82.14.370. I. PURPOSE RCW 82.14.370 authorizes the availability of a sales and use tax to be used to finance public facilities serving economic development purposes in rural counties. The name of this project shall be"SW Washington Grain Facility"and shall be funded in the amount of a grant for$200,000. II.ELIGIBILITY The public facility must be listed as an item in the officially adopted Lewis County Comprehensive Economic Development Strategy(CEDS) and must meet other requirements as set forth by County resolution, adopted policy, and growth management planning. Monies collected shall only be used to finance public facilities serving economic development purposes in rural counties. III.APPLICANT'S RESPONSIBILITIES Upon approval of application by the Lewis County Board of County Commissioners (BOCC), applicant agrees that: 1. The project must be in progress within six(6)months of the date of this agreement or grant funds shall revert back to the Lewis County"Distressed Counties Fund." For purposes of being"in progress,"the project must have proceeded beyond the initial planning stage and into the implementation stages of the project. The Port of Chehalis shall promptly notify Lewis County in writing of any actual or anticipated event that is delaying or could delay achievement of any milestone or performance of any critical path activity of the project. A copy of this report shall also be placed in the file of the Economic Development Public Facilities Advisory Committee. 2. The Applicant must provide semi-annual progress report to the Lewis County Board of County Commissioners in order to ensure satisfactory completion of the project and proper expenditure of grant monies. The scope of project work is contained in the .09 application dated May 24, 2022, and is hereby incorporated by reference into this agreement. Failure to provide progress reports or sufficient information may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance. At such times as the Lewis County Board of County Commissioners deems necessary for reasonable cause, the applicant shall permit the County to inspect and audit all pertinent books and records of the applicant or Page 1 of 5 other persons or entities that have performed work in connection with or related to this funding. The audit may take place up to three(3) years after completion of the project. The books and records are to be made available at reasonable times at such reasonable location as County selects. At Lewis County's request, the applicant shall supply County with, or shall permit County to make a copy of, any books and records and any portion thereof. 3. Applicant has requested these County funds in order to help fully fund Phase I of the Southwest Washington Grain Storage Facility and a Rail Transload Facility proposed on Port of Chehalis property at 207 Maurin Rd, Chehalis. The Port of Chehalis is currently applying for an EDA grant to complete funding for Phase I. The Southwest Washington Grain Storage Facility is a segregated grain storage, handling, drying,receiving and shipping facility that will serve the Lewis, Thurston, Cowlitz, and Grays Harbor regions. This work is being done at the request of many different stakeholders in the local farm industry and is the result of collaboration and work by ports, EDCs, counties, cities,WSU Extension, community colleges, grain growers, grain buyers, and other groups. The proposed Rail Transload Facility in the Chehalis Industrial Park has been identified as a local need since at least 2012. A facility like this is used to move cargo from rail to truck and vice versa, and is publicly owned infrastructure that would serve all hundreds of existing and future businesses in the area. They could receive bulk or specialized cargoes from rail shippers, and then transport them the remaining distance to their facility by truck. Likewise, they could send their products out to market via rail when that is more efficient than shipping via truck. Currently there are no publicly-owned rail reload facilities in the area and one substandard private one in a flood zone well to the north of the city. Failure to comply with the intent of this section may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance. Funding to complete the full project as presented in the application must be confirmed and available prior to release of these grant funds. Failure to comply with this section may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance. 4. Applicant shall provide documented evidence of expenditures of all funds for this project at the semi-annual updates denoted in item#2 (or within 60 [sixty] days of project completion)to both the Rural Economic Development Public Facilities Advisory Committee and the County. Funds spent under this program must be for the purpose of financing public facilities or supporting related economic development projects, as defined under RCW 82.14.370 and AGO 2002,No.1. Failure to comply with this section may result in reversion to the"Distressed Counties Fund"of all or part of the funding balance. 5. Billings and invoices together with audit-sufficient supporting documentation shall be remitted to the County for payment not more than one time each month. Within 30 (thirty) days of receiving a reimbursement claims voucher that meets the requirements of this Agreement and applicable law, the Clerk of the Board, on behalf of the County, shall remit to the organization a warrant for the approved Page 2 of 5 reimbursement amount. The applicant will be responsible to the County for the timely sharing and/or exchange of any or all documentation related to the project as well as accounting and record retention responsibilities for the project. 6. The applicant shall comply with and give notices required by all federal, state, and local laws, ordinances, rules,regulations and lawful order of public authorities applicable to performance of the project. Lewis County reserves the right to terminate this Agreement and demand reversion of"Distressed Counties Fund" monies at any time during the undertaking of said project if it is discovered that said project is in violation of any local, state or federal laws. IV. ENTIRE AGREEMENT This Agreement represents the entire Agreement between the parties and supersedes any prior oral statements,discussions or understandings. V. FUTURE SUBSIDY Lewis County makes no commitment to future support and assumes no obligation for future support of the activity contracted for herein, except as expressly set forth in this Contract. The maximum amount of funding available is as stated in the Lewis County Economic Development Public Facilities Project Proposal attached herein. This item is hereby incorporated into this Agreement by reference. VI. GOVERNING LAW This Agreement is governed by, and shall be construed in accordance with, the laws of the State of Washington except for Washington's choice of law rules. Except as otherwise required by applicable law, any legal action under this Agreement shall be brought in the Superior Court of the State of Washington in and for Lewis County. VII. WAIVER OF BREACH No waiver of any breach of any covenant or agreement contained herein shall operate as a waiver of any subsequent breach of the same covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in case of a breach by either party of any covenant, agreement or undertaking, the non-defaulting party may nevertheless accept from the other any payment or payments or performance hereunder without in any way waiving its right to exercise any of its rights and remedies provided for herein or otherwise with respect to any such default or defaults that were in existence at the time such payment or payments or performance were accepted by it. VIII. INDEMNIFICATION To the fullest extent permitted by law,the Port of Chehalis shall protect, defend, indemnify and hold harmless Lewis County, the Lewis County Board of County Page 3 of 5 Commissioners, its officers, agents and employees, or any of them from and against any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, which are caused by or result from the performance of this Agreement by either party, except those resulting exclusively from the County's sole negligence. In the event of the concurrent negligence of the Port of Chehalis, its subcontractors, agents or employees, and the County, its officers, agents, or employees, this indemnification obligation shall be valid and enforceable only to the extent of the negligence Port of Chehalis, its subcontractors, agents, and employees. This indemnification obligation of the Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and the Port of Chehalis hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of the Port of Chehalis are a material inducement to County to enter into this Agreement, are reflected in the grant funding, and have been mutually negotiated. The Port of Chehalis shall require any subcontractors performing on the project herein to indemnify the County to an equal or greater extent than provided herein. The County reserves the right,but not the obligation, to participate in the defense of any claim, damages, losses or expenses and such participation shall not constitute a waiver of any indemnity protections under this Agreement. The Port of Chehalis's obligations under this provision shall survive the completion, termination, or expiration of this contract. IX. DISPUTE RESOLUTION (a) If a dispute arises between the parties with regard to the performance of any provision of this agreement or the interpretation thereof, the parties agree to follow the procedure set forth below. It is the goal of the parties to resolve their differences as early and amicably as possible. (b)The parties shall first meet to attempt to see if the matter can be informally resolved. This informal resolution attempt may involve more than one meeting but is not required to involve more than one meeting. (c) If the parties are unable to resolve their differences, the parties will endeavor to settle the dispute by mediation under such mediation rules as shall be mutually agreeable to the parties. Such mediation shall be non-binding but shall be a condition precedent to having said dispute decided in court by a judge or jury. Mediation shall commence, unless otherwise agreed, within 30 (thirty) days of a party's written request for mediation of a dispute. Any resolution at this stage shall be reduced to writing and, if it involves an interpretation of the agreement, it shall be considered an addendum to this agreement without the need for formal adoption by the governing bodies of the jurisdictions that are parties to this agreement. Any costs related to mediation shall be shared equally by the parties. Signed by the Lewis County BOCC this 7.6�' day of gel/2 2D ZZ • Page 4 of 5 APPROVED AS TO FORM BOARD OF COUNTY COMMISSIONERS Prosecuting Attorney Jonathan Meyer LEWIS COUNTY, WASHINGTON &—e-s7y4g. rrBy: Deputy ros. AttorneyPollock, hair ATTEST Sean D. Swope, Vice Chair •4 eft, Rieva Lester, Clerk of the Board F. Lee Grose, Commissioner •.• COUNTy .• • •'Q� pRD of •O4. 4-• ,o• Grantee: Port of C ehalis SINCE •w ,z• •u',r6 1845 By: •• •• y� �� • Title: Le-0 CrON'S•S For: P oi� o P- C, .A..A 5 Date: f Z Page 5 of 5 BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: July 26, 2022 Suggested Wording for Agenda Item: Agenda Type: Deliberation Approve $200,000 .09 ("Distressed Counties") grant to the Port of Chehalis for its "SW Washington Grain Facility" project Contact: Rieva Lester Phone: 360-740-1419 Department: BOCC - Board of County Commissioners Description: Approve $200,000 grant to Port of Chehalis for SW Washington Grain Facility project Approvals: Publication Requirements: Publications: User Status PA's Office Approved Additional Copies: Cover Letter To: Todd Chaput, Economic Alliance: todd@lewiscountyalliance.org Port of Chehalis CEO Lindsey Senter: Isenter@portofchehalis.com