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HomeMy WebLinkAboutRes-2021-084BOARD OF COUNTY COMMISSIONERS COUNTY OF KITTITAS STATE OF WASHINGTON A RESOLUTION AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT BETWEEN KITTITAS COUNTY AND ELLENSBURG BUSINESS DEVELOPMENT AUTHORITY (DBA CENTERFUSE) FOR APPLICATION FOR COMMUNITY ECONOMIC REVITALIZATION BOARD F'UNDING RESOLUTTON No. 2o2r - os+ WIIEREAS: Kittitas County is leading a local Broadband Action Team focused on improving broadband access and affordability in Kittitas County; and WHEREAS: RCW 39.34, the Interlocal Cooperation Act, provides the capability for public agencies to cooperate by providing services and facilities for mutual advantage; and WHEREAS: Ellensburg Business Development Authority dba CenterFuse (CenterFuse) is a public development authority created by the City of Ellensburg under Chapter 35.21 RCW and Ellensburg Ordinance No. 3895, as amended, and operates under its adopted Charter and Bylaws; and WHEREAS: Kittitas County and CenterFuse desire to promote broadband infrastructure development and secure funding in support of said development; and WHEREAS: RCW 39.34.080 and other Washington law, as amended, authorizes any city to contract with any other citylcounty to perform any governmental service, activity or undertaking which each contracting city/county is authorized by law to perform; and WHEREAS: The governing bodies of each of the parties hereto have determined to enter into this Agreement as authorized and provided for by RCW 39.34.080 and other Washington law, as amended. WHEREAS: The purpose of this Agreement is for the purposes of preparation of a grant application for broadband feasibility planning through the Community Economic Revitalization Board's ("CERB") Planning Program; and WHEREAS: The County desires obtaining the services of CenterFuse in the preparation of a grant application for broadband feasibility planning through the Community Economic Revitalization Board's ("CERB") Planning Program; and WHEREAS: The County shall commit 25Yo of total project cost if successfully awarded the $50,000 CERB grant, presumably $16,667. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners of Kittitas County hereby authorizes execution of an interlocal agreement between Kittitas County and CenterFuse to apply for CERB Planning Program funding on behalf of Kittitas County for the purpose of a broadband feasibility study. t8fADOPTED this I day of June,202l. BOARD OF CO COMMISSIONERS co ,w GTON Commissioner APPROVED AS TO FORM V Board - Julie Kjorsvik Stephanie Hartung - Kittitas County DPA! Deputy Clerk of the Board - Mandy Buchholz of INTERLOCAL AGREEMENT BETWEEN ELLENSBURG BUSINESS DEVELOPMENT AUTHORITY dba CENTERFUSE AND KITTITAS COUNTY FOR ECONOMIC DEVELOPMENT SERVICES This Interlocal Agreement is made and entered into on the first day of June,2027, by and between the Ellensburg Business Development Authority dba CenterFuse (hereinafter "CenterFuse"), and Kittitas County (hereinafter the "County"), collectively the "parties." RECITALS WHEREAS, CenterFuse is a public development authority created by the City under Chapter 35.21 RCW and Ellensburg Ordinance No. 3895, as amended, and operates under its adopted Charter and Bylaws; and WHEREAS, CenterFuse and the County desire to promote broadband infrastructure development and secure funding in support of said development; and WHEREAS, RCW 39.34.080 and other Washington law, as amended, authorizes any city to contract with any other citylcounty to perform any govemmental service, activity or undertaking which each contractingcitylcounty is authorized by law to perform; and WHEREAS, the governing bodies of each of the parties hereto have determined to enterinto this Agreement as authorized and provided for by RCW 39.34.080 and other Washington law, as amended. AGREEMENT NOW, THEREFORE, it is hereby agreed as follows: 1. Services. CenterFuse shall provide assistance to the County in preparation of the County's grant application under the Communitv Economic Revitalization Board's Plannins Prosram as more fullv described in the of Work attached hereto as Exhihit 66A"and herein bv this reference (t'Scone of w k") as well as estahlishins the related ohlioations f the Parties. CenterFuse shall orovide the Countv with the services described in the Scone of (the "Services"). The Countv shall coonerate with and orovide such information as mav he to aid Centerfuse's performance of the Services. 2. Compensation. Grant application research, qualification and writing services willbe charged at $85.00 per hour, not to exceed 20 hours. 3. Payment. CenterFuse shall bill the County monthly, as needed. The County shall pay to CenterFuse within 30 days of receipt of invoice. 4. Maintenance of records. CenterFuse shall keep records related to broadband infrastructure grant development work and provide same to the County. CenterFuse Interlocal Agreement 5. Indemnification. (a) CenterFuse shall indemnif' and hold harmless the County and its officers, agents,and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, by reason of or arising out of any act or omission of CenterFuse, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against the County, CenterFuse shall defend the same at its sole cost and expense; provided that the County retains the right to participate in said suit if any principle of government or public law is involved; and if final judgment be rendered against the County, and its officers, agents, and employees, or any of them, or jointly against the County and CenterFuse and its respective officers, agents, employees, or any of them, CenterFuse shall satisfr the same. (b) The County shall indemniff and hold harmless CenterFuse and its officers, agents,and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by reason of or arising out of any act or omission of the County, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against CenterFuse , the County shall defend the same at its sole cost and expense; provided that CenterFuse retains the right to participate in said suit if any principle of govemmental or public law is involved; and if final judgment be rendered against CenterFuse, and its officers, agents, and employees, or any of them , or jointly against CenterFuse and the County and its respective officers, agents, and employees , or any of them , the County shall satisS the same. 6. Duration. The term of this Agreement shall be for two (2) months, from June 1, 2021and ending on the July 3 7,2021. The amount of compensation set forth in section 2 herein and all actions taken in pursuance thereof, are hereby ratified and confirmed., 7. Termination. This Agreement shall remain in full force and effect until terminated by agreement of the parties, or by written notice of termination given by one party to the other party at least ten (10) days prior to the date of termination. 8. Assignment. This Agreement cannot be assigned, transferred or any portion subcontracted by either party hereto without the prior written consent of the other party. Future Support. Neither party to this Agreement makes any commitment to future support and assumes no obligation for future support of any activity contracted for herein,except as may be expressly set forth in this Agreement. 9. Compliance with Laws. Each party hereto, in its perforrnance ofthis Agreement, agrees to comply with all applicable local, State and Federal laws and ordinances. 10. Relationship ofthe Parties. (a) No agent, employee or representative of CenterFuse shall be deemed to be an agent, employee or representative ofthe County for any pu{pose, and the employees ofCenterFuse are not entitled to any ofthe benefits the County provides to County employees. No agent, employee or representative ofthe County shall be deemed to be an agent, employee or representative of CenterFuse for any pu{pose, and the employees ofthe County are not entitled to any ofthe benefits CenterFuse provides to CenterFuse employees. (b) In the performance ofthe work herein contemplated, the party performing the work is an independent contractor with the authority to control and direct the performance ofthe details 2 CenterFuse Interlocal Agreement ofthe work; however, the work contemplated herein shall be subject to the general rights of inspection and review ofthe party requesting the work be done, to secure the satisfactory completion thereof. I 1. Party Representatives and Notices. The representative for each Party shall be responsible for and shall be the contact person for all communications relating to the performance of this Agreement. All notices, requests, demands and other communications given by one Party to the other Party in connection with this Agreement will be in writing and will be deemed to have been duly given (a) on the date of successful transmission of the entire notice in the case of e-mail transmission; (b) when delivered personally or delivered by a recognized courier service that provides a receipt of delivery; or (c) three (3) days after being deposited as certified or registered mail, postage prepaid, into the United States mail, to the Party representative at the addresses or email addresses identified below CenterFuse's representative under this Agreement shall be: Margaret Reich 100 West Third Avenue,#2 Ellensburg,WA 98926 Telephone: (509) 955-3880 Email : director@ellensburgcenterfuse. com The County's representative under this Agreement shall be Brett Wachsmith 205 West 5th Avenue, Suite 108 Ellensburg,WA98926 Telephone: (509) 962-7 508 Email: cory.wright@co.kittitas.wa.us 12. Jurisdiction. Any legal dispute between the parties to this Agreement shall be governed by the laws ofthe State ofWashington, and any action to enforce this Agreementshall be brought in Kittitas County, Washington. 13. Modification. The provisions of this Agreement may be modified or amended only by written mutual consent ofthe parties. 14. Waiver. A failure by either party to exercise its iights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative ofthe party and attached to the original Agreement. 15. Severability. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements ofapplicable law and the fundamental purpose ofthis agreement, and to this end the provisions ofthis Agreement are declared to be severable. J CenterFuse Interlocal Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CENTERFUSE KITTITAS COUNTY By:th Its: Chair, Board of Commissioners 4 CenterFuse Interlocal Agreement EXHIBIT "A" SCOPE OF WORK L' The County hereby agrees to engage CenterFuse to provide the County with grant writing and project management services for the completion of the COMMUNITY ECONOMIC REVITILIZATION BOARD (CERB) BROADBAND FEASIBILITY Grant on or before the due date of June 1,2021. 2. For the Services provided by the CenterFuse under this Agreement, the County will pay to CenterFuse the sum of eight five (85) dollars per hour, with a maximum figure of twenty (20) hours allocated for this service. 5 CenterFuse Interlocal Agreement INTERLOCAL AGREEMENT BETWEEN ELLENSBURG BUSINESS DEVELOPMENT AUTHORITY dba CENTERFUSE AND KITTITAS COUNTY FOR ECONOMIC DEVELOPMENT SERVICES This Interlocal Agreement is made and entered into on the first day of June,2021, by and between the Ellensburg Business Development Authority dba CenterFuse (hereinafter "CenterFuse"), and Kittitas County (hereinafter the "County"), collectively the "parties." RECITALS WHEREAS, CenterFuse is a public development authority created by the City under Chapter 35.21 RCW and Ellensburg Ordinance No. 3895, as amended, and operates under its adopted Charter and Bylaws; and WHEREAS, CenterFuse and the County desire to promote broadband infrastructure development and securc funding in support of said development; and WHEREAS, RCW 39.34.080 and other Washington law, as amended, authorizes any city to contract with any other city/county to perform any govefirmental service, activity or undertaking which each contracting city/county is authorized by law to perform; and WHEREAS, the governing bodies of each of the parties hereto have determined to enterinto this Agreement as authorized and provided for by RCW 39.34.080 and other Washington law, as amended. AGREEMENT NOW, THEREFORE, it is hereby agreed as follows 1. Services. CenterFuse shall m of the grant application under the Community Economic Revitalization Board's Planning Program as more fullv descrihed in the of Work attached hereto as Exhihit 66A tt and herein bv this reference ("Scooe of as well as establishins the related oblisations the Parties. CenterFuse shall orovide the Countv with the services described in the Scone of W (the "Services"). The Countv shall coonerate with and orovide such as mav be necessary to aid Centerfuse's performance of the Services. 2. Compensation. Grant application research, qualification and writing services willbe charged at $85.00 per hour, not to exceed 20 hours. 3. Payment. CenterFuse shall bill the County monthly, as needed. The County shall pay to CenterFuse within 30 days of receipt of invoice. 4. Maintenance of records. CenterFuse shall keep records related to broadband infrastructure grant development work and provide same to the County. CenterFuse Interlocal Agreement 5. Indemnification. (a) CenterFuse shall indemni$, and hold harmless the County and its officers, agents,and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, by reason of or arising out of any act or omission of CenterFuse, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against the County, CenterFuse shall defend the same at its sole cost and expense; provided that the County retains the right to participate in said suit if any principle of government or public law is involved; and if final judgment be rendered against the County, and its officers, agents, and employees, or any of them, or jointly against the County and CenterFuse and its respective officers, agents, employees, or any of them, CenterFuse shall satisfr the same. (b) The County shall indemnifl'and hold harmless CenterFuse and its officers, agents,and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by reason of or arising out of any act or omission of the County, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against CenterFuse , the County shall defend the same at its sole cost and expense; provided that CenterFuse retains the right to participate in said suit if any principle of governmental or public law is involved; and if final judgment be rendered against CenterFuse, and its officers, agents, and employees? or any of them , or jointly against CenterFuse and the County and its respective officers, agents, and employees , or any of them , the County shall satisff the same. 6. Duration. The term of this Agreement shall be for two (2) months, from June 1, 2021and ending on the July 3I,2021. The amount of compensation set forth in section 2 herein and all actions taken in pursuance thereof, are hereby ratified and confirmed., 7. Termination. This Agreement shall remain in full force and effect until terminated by agreement of the parties, or by written notice of termination given by one party to the other party at least ten (10) days prior to the date of termination. 8. Assignment. This Agreement cannot be assigned, transferred or any portion subcontracted by either party hereto without the prior written consent of the other party. Future Support. Neither party to this Agreement makes any commitment to future support and assumes no obligation for future support of any activity contracted for herein,except as may be expressly set forth in this Agreement. 9. Compliance with Laws. Each party hereto, in its perforrnance ofthis Agreement, agrees to comply with all applicable local, State and Federal laws and ordinances. 10. Relationship ofthe Parties. (a) No agent, employee or representative of CenterFuse shall be deemed to be an agent, employee or representative ofthe County for any pu{pose, and the employees ofCenterFuse are not entitled to any ofthe benefits the County provides to County employees. No agent, employee or representative ofthe County shall be deemed to be an agent, employee or representative of CenterFuse for any purpose, and the employees ofthe County are not entitled to any ofthe benefits CenterFuse provides to CenterFuse employees. (b) In the performance ofthe work herein contemplated, the party performing the work is an independent contractor with the authority to control and direct the performance ofthe details 2 CenterFuse Interlocal Agreement ofthe work; however, the work contemplated herein shall be subject to the general rights of inspection and review ofthe party requesting the work be done, to secure the satisfactory completion thereof. 1 1. Party Representatives and Notices. The representative for each Party shall be responsible for and shall be the contact person for all communications relating to the performance of this Agreement. All notices, requests, demands and other communications given by one Party to the other Party in connection with this Agreement will be in writing and will be deemed to have been duly given (a) on the date of successful transmission of the entire notice in the case of e-mail transmission; (b) when delivered personally or delivered by a recognized courier service that provides a receipt of delivery; or (c) three (3) days after being deposited as certified or registered mail, postage prepaid, into the United States mail, to the Party representative at the addresses or email addresses identified below CenterFuse's representative under this Agreement shall be: Margaret Reich 100 West Third Avenue,#2 Ellensburg,WA 98926 Telephone: (509) 955-3880 Email : director@ellensburgcenterfuse. com The County's representative under this Agreement shall be: Brett Wachsmith 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Telephone: (509) 962-7 508 Email: cory.wright@co.kittitas.wa.us 12. Jurisdiction. Any legal dispute between the parties to this Agreement shall be governed by the laws ofthe State of Washington, and any action to enforce this Agreementshall be brought in Kittitas County, Washington. 13. Modification. The provisions of this Agreement may be modified or amended only by written mutual consent ofthe parties. 14. Waiver. A failure by either partyto exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative ofthe party and attached to the original Agreement. 15. Severability. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements ofapplicable law and the fundamental purpose ofthis agreement, and to this end the provisions ofthis Agreement are declared to be severable. J CenterFuse Interlocal Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CENTERFUSE KITTITAS COUNTY t- th Chair, Board of Commissioners By Its: 4 CenterFuse Interlocal Agreement EXHIBIT "A" SCOPE OF WORK 1. The County hereby agrees to engage CenterFuse to provide the County with grant writing and project management services for the completion of the COMMUNITY ECONOMIC REVITILIZATION BOARD (CERB) BROADBAND FEASIBILITY Grant on or before the due date of June 1,2021. 2. For the Services provided by the CenterFuse under this Agreement, the County will pay to CenterFuse the sum of eight five (85) dollars per hour, with a maximum figure of twenty (20) hours allocated for this service. 5 CenterFuse Interlocal Agreement Kittitas County, Washington BOARD OF COLINTY COMMISSIONERS District One Cory Wright District Two Laura Osiadacz District Three Brett Wachsmith I have enclosed Kittitas County Resolution No. 2021-84 for you to keep for your information and records. I have also enclosed two (2) Interlocal Agreements for you to sign.-Please return one (1) original IA to our office at your earliest convenience. The other IA will be for you to keep for your records. If you have any questions regarding this matter please do not hesitate contacting our office at June2,202l Margaret Reich 110 West 6th Ave. #238 Ellensburg, WA 98926 Dear Magaret, On June 1,202 1 the Kittitas county Board of commissioners approved a Resolution Authorizing an Interlocal Agreement between Kittitas and the Ellensburg Business Development Authority (DBA CenterFuse) for an Appliation Community Economic Revitalization Board Funding. your converuence Sincerely, Clerk of the Board Enclosure-as noted c: file Kittitas County Courthouse . 205 West 5,h Avenue, STE 108 . Ellensburg, W A 98926 (s09) 962-7508 FAX (s09) 962_'1679