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MOU with Port of Chehalis regarding .09 "Distressed Counties" payments for Rail Transload and Grain Facility project BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON IN THE MATTER OF: RESOLUTION NO. 20-184 APPROVE MEMORANDUM OF UNDERSTANDING WITH THE PORT OF CHEHALIS AMENDING THE .09 "DISTRESSED COUNTIES" GRANT AGREEMENT FOR THE RAIL TRANSLOAD AND GRAIN FACILITY PROJECT WHEREAS, by Resolution the Lewis County Board of County Commissioners approved and entered into an agreement granting funding in the amount of $800,000 for the "Rail Transload and Grain Facility," a project to serve future demand and a project that meets the definition of a "public facility" under RCW 82.14.370; and WHEREAS, the agreement requires semi-annual progress reports and expenditures before reimbursement on those expenditures for the "Rail Transload and Grain Facility" project; and WHEREAS, the "Rail Transload and Grain Facility" project is not a phased project such that semi-annual progress reports is reasonable before releasing grant funds; and WHEREAS, Lewis County has the discretion on funding projects with .09 "Distressed County" funding provided it meets the conditions of RCW 82.14.370; and WHEREAS, it is in the best interest of the citizens of Lewis County that the current agreement is amended to reflect a change in releasing the grant funds in order to allow completion of the "Rail Transload and Grain Facility" project. NOW THEREFORE BE IT RESOLVED that the Board of County Commissioners: (1) reaffirm its approval of the "Rail Transload and Grain Facility" project as a public facility for purposes of RCW 82.14.370 and (2) authorizes Lewis County to enter into the attached memorandum of understanding amending the Grant Agreement with the Port of Chehalis which is all done in accordance with RCW 82.14.370. DONE IN OPEN SESSION this 1st day of June, 2020. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON Cullen Gatten Gary Stamper By: Cullen Gatten, Gary Stamper, Chair Deputy Prosecuting Attorney ATTEST: OF' �i�••'�°" TY wqs'• Edna J . Fund • �S RD • 3 °PC ,0,Edna J. Fund, Vice Chair 1g45 =.• >' q ° Robert C . Jackson Rieva Lester •sy,- cc),;.- Rieva Lester, Robert C. Jackson, Commissioner Clerk of the Lewis County Board of County Commissioners Memorandum of Understanding Between Lewis County and The Port of Chehalis Amending the Distressed County Funds Grant Agreement WHEREAS, Lewis County ("County"), a political subdivision of the state of Washington, and the Port of Chehalis ("Port"), a municipal corporation (collectively the "Parties") entered into a grant agreement (hereinafter "Agreement") on April 8, 2019 by resolution 19-101 to release distress county funds pursuant to RCW 82.14.970 for the "Rail Transload and Grain Facility" project which would replace a rail spur serving the economic development of the County; and WHEREAS. the Agreement would release $800,000 after semi-annual progress reports were provided to the County with proof of expenditures related to said project; and WHEREAS, the County may. if it wishes fund projects that meet the conditions pursuant to RCW 82.14.970 in any manner; and WHEREAS, the Port and County recognize that, upon receipt of the scope of work on the project, it would not require a phased approach and release of the balance of the grant funds in one lump sum is necessary; and WHEREAS, the County continues to desire to fund the project for the same amount; and WHEREAS, the Port desires to complete the project as applied, and WHEREAS, the Parties jointly desire to modify the Agreement to accommodate the change necessary to fund and to complete this project. THEREFORE, IT IS AGREED AND UNDERSTOOD that the following amendments shall be made to the original agreement, while keeping all other clauses in the Agreement remaining in full force and effect: 1. Strike the phrase "semi-annual progress report" in ¶2 and replace with "report"; 2. Strike the phrase "semi-annual updates" in ¶4 and replace with "report"; and 3. Strike the phrase "reimbursement claims voucher" in ¶5 and replace with "invoicing and other documents related to the project" Dated this ) day of June, 2020 BOARD OF COUNTY COMISSIONERS LEWIS COUNTY, WASHINGTON ‘-))"? C31-1(jsket Gary Stamper, Chair At � • • �,�oARD OF 9 • Edn. J. Fun., Vice-C .it 2• SINCE ,o; :.' 1845 _. LA4r 1,4\;.y� c `°o••� Robert C. Jackson, Commissioner •PS,¢ •ON'•••••• Rieva Lester Clerk of the Board PORT OF CHEHALIS CHEHALIS, WASHINGTON Ran y Mueller Chief Executive Officer BEFORE THE BOARD OF COUNTY COMMISSIONERS LEWIS COUNTY, WASHINGTON A RESOLUTION APPROVING A GRANT ) AGREEMENT BETWEEN LEWIS COUNTY ) AND THE PORT OF CHEHALIS TO )Resolution No. 1 G ' I U ACCEPT FUNDING FROM RCW 82.14.370 ) "DISTRESSED COUNTIES FUND"FOR ) PUBLIC FACILITIES SERVING ) ECONOMIC DEVELOPMENT ) WHEREAS,by Resolution the Lewis County Board of County Commissioners approve funding in the amount of$800,000 for the"Rail Transload and Grain Facility"a project to serve future demand, a project that 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 Development Council (EDC) RCW 82.14.370; and WHEREAS, the Port of Chehalis application for funding of the"Rail Transload and 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 application is also supported by the attached Grant Agreement prepared by the EDC pursuant to the CEDS, which 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"Rail Transload and Grain Facility" a project that supports economic development in our community; NOW THEREFORE BE IT RESOLVED by the Board of County Commissioners: (1)approving the"Rail Transload and Grain Facility"project as a public facility for purposes of RCW 82.14.370 and amending the Community Economic Development Strategies(CEDS) list to include that project in the county's overall economic development plan,and(2) authorizing Lewis County to enter into the attached Grant Agreement with the Port of Chehalis, for the"Rail Transload and Grain Facility" project, in the amount of$800,000,using monies from the"Distressed Counties Fund", all in accordance with RCW 82.14.370 and applicable law. DONE IN OPEN SESSION this APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS J athan L. Meyer LEW OUNTY,WASHIN ON ro u 'ng Attorney g 4-% - Robe C.Jackson,C air ATTEST: ate/<- . Gary St er,Vice Chair Rieva Lester,CMC Edna J. Funeti'LefIV--a/AL ommissioner Clerk of the Board .•ov•••• ••�SO�OFR'9,p • • •° SINCE o• • • ;S 1845 i *• •* \ /• ,' S •• — 1•••• GRANT AGREEMENT BETWEEN LEWIS COUNTY AND THE PORT OF CHEHALIS This Grant Agreement is made and entered into by Lewis County and the 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"Rail Transload and Grain Facility" and shall be funded in the amount of a grant for$800,000.00. II. ELIGIBILITY The public facility must be listed as an item in the officially adopted Lewis County Comprehensive Economic Development Strategy 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 Commissioners, applicant agrees that: 1. The project must be in progress within 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 February 11, 2019 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 Commissioners deems necessary for reasonable cause, the applicant shall permit the County to inspect and audit all pertinent books and records of the Page 1 of 5 applicant or other persons or entities that have performed work in connection with or related to this funding. The audit may take place up to three 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 fund the installation of a rail spur 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 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. Funds provided under this program shall be spent at the same percentage rate as those coming from any other source. For example, if the recipient spends 20%of funds from one source, it shall spend 20% of funds from the other source. 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 thirty(30) 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 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 SUPCITY Page 2 of 5 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 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 The Port of Chehalis shall protect, defend, indemnify and hold harmless Lewis County, the Board of County 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. This indemnity and hold harmless agreement shall not apply to acts or omissions of the County's officers, agents, and employees that are not in good faith and are outside the scope of their official duties. IX. DISPUTE RESOLUTION (a) If a dispute arises between the parties with regards 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. Page 3 of 5 (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 thirty(30) 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. Dated this 8th day of April, 2019 BOARD F COUNTY COMMIS ONERS L S C UNTY,WASHING N •'couNTX R' p• i•4�/,sp"'" p \ry • Ak\ `i •o CE \�A•s STl`j Robert C. Jackson,q Chair z \8 1845 ' %OA' • ••� — S � •••• Gary S per, Vice-Chair ••••••• ed,y, Edna J.Fun , ommissioner Rieva Lester, e-MC Clerk of the Board Applica arne: By: Title: C6G For: rOtZ-C eF CMev ALc, Approved as to Form Lewis County Prosecuting Attorney Page 4 of 5 ill/, )5k Ci Ii Deputy Prosecutor Page 5 of 5 BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: Apr 08, 2019 Suggested Wording for Agenda Item: Agenda Type: Consent Approving an Agreement Between Lewis County and The Port of Chehalis for the"Rail Transload and Grain Facility" project and to accept Funding from the .09 Distressed Counties Fund. Contact Erik Martin/Becky Butler Phone: 3607401198 Department: Board of County Commissioners Action Needed: Approve Resolution Description Approving the"Rail Transload and Grain Facility" project for purposes of RCW 82.14.370, amending the Community Economic Development Strategies(CEDS) list to include the project in the county's overall economic development plan. Authorizing Lewis County to enter into a Grant Agreement with the Port of Chehalis in the amount of$800,000, using monies from the Distressed Counties Fund, all in accordance with RCW 82.14.370 and applicable law. Approvals: User Group Status Eisenberg, Eric Prosecutor Pending Martin,Erik BOCC Pending Lester, Rieva BOCC Pending Cover Letter To Candace Hallom, Becky Butler, BOCC AGENDA ITEM SUMMARY Resolution: BOCC Meeting Date: June 1, 2020 Suggested Wording for Agenda Item: Agenda Type: Deliberation Approve Memorandum of Understanding with the Port of Chehalis amending the .09 "Distressed Counties" Grant Agreement for the Rail Transload and Grain Facility project Contact: Cullen Gatten Phone: 740-3391 Department: BOCC - Board of County Commissioners Description: This Resolution amends the previously approved .09 distressed county funds grant agreement between Lewis County and the Port of Chehalis on the "Rail Transload and Grain Facility" to change the release of the funds from reimbursement funding on a semi-annual reporting basis, but a one shot disbursement of funds upon proof of the cost of the project Approvals: Publication Requirements: Publications: User Status PA's Office Pending Additional Copies: Cover Letter To: