HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)K2 3- 15 4
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COLUMBIA BASIN CONSERVATION ISTRICT
F 0 R N 7'0 L UL111NT, ek, R Y
THIS AGREEMENT is made and enteredinto
between\t r r `! �.� r 7, R w.v« ... nw.v..w. w...wr..�....r�.w+.vw+..w....�.,..... w.�.,+•`l.il�'� of �. 2023. .
R 0t political. bd +: �� . of th'e'-S--tate. �Washington, G�.COUNTY CON'ISERVATIONI DISTRICT, DBA COLUMBIA 13ASINt' CONSERVATIONDISTRICT) ("the District"), a political subdivision of the State, of Washington.
WITNESSETH,
WHEREAS,n r ocal Cooperation Act, as amended,and codified In chapter ` 9
.34 of the
Revised Code of Washington provides for public agencieso agreements `��
xjoint or cooperative action authorized under that cha tev
WHEREAS, the Count, -v and the District are public agencies within the mea.ninof
3 9 K �1.. 4 .RC 3 K ice. p e.lf
M
agreements,* i ict to enterinto
interlocal
WHEREAS, the District's s sI's to provideleadership, technical,dui nal and financial
assistance to landoNvners and land users in tbe'r util "zat*on andm anagement of natural resourcvs,x
WHE.REASS, the District sees the citizensofthe communi���(countyr,sa, ,� ountr ensur�
�.r,
the long term use of
urges oovi ov and environmentally
sustaimcible -manner using non -regulator
y, voluntcaty approaches -
WHEREAS, the Washington State Legislature, througth ESHB 1886,sreated a Voluntary
Stew a-rdship Program ("VSPII) fior protection of crt
itical areas in areas of a(zrjcultural activifi
WHEREAS,, the Grant County Bard Count �. Co
i , toners approved Ordinance No. 12-
008CC,An OrdinanceElecting oau pate in the Voluntaqv
36,70A.705), identifying and nominating the Esquatzel Coulee (W'RIA 36). Lower Crab (WRIA
41), 61rand Coulee (WRIA 42), Upper Crak-Wilson (WRIA 43), Moses Coulee (WRIA 44) and
Lower Lake Rooss-evelt (WRIA 5 3. watersheds s stag prioritv Nvatersheds,d electing to have
Grant Counq,- proceed with implementation of the requirements of the Volunta*v StevNu'ard- ship
Provs
f -e Legislature. provides adequate, flundingfor such
,.Yani once the Washington Stat
THEREAISS� the District has the technical expis o lead the W'aterstied Group and complete.
the watershed p is and desires to do o-,
V,LT
'H:EREAS Grant County,nd o d s;igna. District as the organization that will
coordimate the Watershed Group (RCW 36,30A.712), after the Washington State Conservation
Commission makes flundsavailableo the Cor,
TH:� REFORK, the parties agreea,ss, o- ows
1. PURPOSE. T purpose of this Agreement is to acknowledge and facilitate the parties'
mutualinterest inimplementing the Voluntcar=3 Stewardship Program.
2. ADMINIST ATJON. No new separate legal or administrative entity i
i is created to
administer the provisions of this Agreemea, The Grant County, Conservation D*strict and G -rant
County Development Ser -vices will bej"ol*ntadm'l'nl*s-trator',�s- of this Agreement.
a- 'TDistricVs, Administrator for purp, oses of this Agreement a be a olio } -,
Columbia Basin Conservation District
1107 S Juniper Drive
Moses Lake WA 98837
Phone: (509) 765-9618
b. The Administrator for Grant County shall be as follows.-
opheroun
Grant ount)Development e N-_ �. gip + n i
204 W Division Ave
PO Box 37
Ephrata, WA. 98823
Pon 9) 754-2011 Ext. 3019
3. SCOPE. "T agreement contemplates that the Dist will.
a. Assume the duties ajid scope of work- contained with in the Contract (4K24 155) betANueen
the Washington Stat: e.. Coationcommission and Grant Co t�Nv as they relateo the
administration of the V'SP program,,
b. Contract with Grant Countyfor Washington State, ConserNeation Commis;si'on fundiwzin
an amount not tct exceed $240,.,000 between July 1, 2023 and June. 30
.ead and facilitate the Watersdo, u or the s uat7,,CCoulee, o e r Crab, Grand
4. COMPENSAT
TO
a. * The District will directly bill the Washington State Conservation Comm 1* ss ion 't�*or all
activities on VSP.
b, The District will send all co*c
pi of.i
invoices to the County -for its re
cords,,
,:r
T MINA
ER "I"'ION' is agreement shall remain in
fi-,)rce until June 30, 2025,, This agreement may be terminated, in writl*ng, by either of the Pa
with thirtyr (30) days, written notice, mailed with pre -paid postage to the point of contact
identiflied in paragraph two (2)
6.
E 1 ;L'
RLAIION'SHIPOF TL,11 ,Rt�kRT�JE,�S"* No agent, employee orrepresentative of the
i
County shall be deemed to be an agent, employ
eeor representative of the Di.4itr *let for any
pur ose.. and the emPits the District ' ployees of the County are not entItledto any of the benefi
ides to District employees. N'o, agent, emp oyee orrepresentative of the District shall be
prov I
deemed to be an agent, employee or representative of the County for any purpose, and the
Wip, loyees of the. District are not entitled to any of the benefitsthe Count)t provides to Countyemployees,,
7. N,-',QNI-DELEG,ATIONI NON -ASSIG'N'MENT. Neither party may delegate the
performance of its contractual obligation hereunder to a third party, unless mutually a greed in
iting. Neither parqv may assign this Agreement without the written consent of the other partv.,
wrl I
8. COMPLIANCE WITFUL,"E"'GAL L ,MTS,, Each arty shall comply with all
p
federal,, state and local laws, rules, regulations ana ordinances a�ppimat)
le to the performance of
this Agreement, includi'ng without limitation, all thosepertaining to wages and hours,
con fidentiality,', disabilities,, and d*scr*m'nat"
I i i ion,
9'HOLD J4,1MLESS, . Each art shall be liable and responsible -ftbr the consequences of
anv, neali
I*? .. gent or wrongful act or f i lure to act on the part of'itself and its employees,, Neither
party assumesre-spons*lb"l'll*ti,, to the other part).-, tbr the consequences of any ct or admisision
an person, firm or co:q.)o " , () f
Y ration not a party, to this algreement.
The County and the Districtshall deBend, indemnify and bold
each other harmlessfrom. and against any and all claims, demands, losses and lia to or bv
third parties airising from,resulting from, or connected wl*th,, services pe o -n
r.ftri. ed or to be
performed under this contract to the fullest extent permitted by law whether arising trom contract
liability(ies) or other�Nvi*SC,,
Thi,s mutual duty to indemnify shall not apply to 14 bilitv -from damages arising out o
la f bodily
111111r�v- to persons or dam a es to the.. pro erty caused b
y, or resulting from, the sole negligence o,
either the County or the District, or the,'
Irrespective offlicers, agents., or employees.
i
hiterlocal Coopem, tiot, Agreement
Voluntary Stevvardship Pro 7( -2025
I grain 2 )23 3 of 7
7".11i's mutual dutv, to indemnify- for liabRity for darn ages ark
I Ing Out Of botfily * 'uty- to persons, or
damages to proj-,ierty caused by- orresu tv
...
or the District's a or employees,subcontractors upprs- shall apply nl o the extent
of negligence of the damaaes caused by or resultingfiromi the concurrent negligence of the
Count.. :p,
17he Counqt and the s trice s p Baal. �° and e . rens � waive � i
�, �. _ _ that a� be granted
under ashin ton Stag Industrial Act, i*t 151, RCW. Further, e:gid n - atio
obligation under thi's Contract all not be fimifteaiany way by any limitationo-the amount of
type of da. �:e!--;, compensation, benefitspayable to or by any third party under o r rx s
Compensation Acts,, Disabilitv Benefits Acts, or other employee beneflit acts.
This mutual due to defend, d u x,, and hold harmless shall include all gelated costs,
attorney fees court costs and relatedexxpenses asserted against or incurreM by either
party, or their officers. aaents and employees.
The parties hereby certi,,Cy- that these indemnificat" -)visions were, mutually negotiated and
areed to by, the parties,, Ion prc
.i, � .MODIFICAT, AMIEN'DMEN-rNTS 7 AR
a. This Agreement may be changed, modifietd. amended or waived only. by written
agreement signed by the parti"es and -,.-adopted by the Grant
Board of'6mmisSioners and
the Dist r
rr
b. Any waiver of a tenni or condition of Agreement shall apply y to the specific
occurrence or omission and shall not constitute,, a waiveras to any other term or condition or
ffiture,pct, occurrence or omissioll.
I-aw or breach f any term or conditionof this Agre.ement shallo� be considered
waiver f any riot or subsequent breach.
12. TE:R EI.t TIONL This Agreement :has been submitted o the review f all parties
and their ouny if desired,, and it shall be given a faand reasonableter er n in accora
with Its words, without consideradon or weigzht Oven toits being drafted by any "''"'s * '
art, orits
counsel. A.11 wordsused in the s.ingular shall include the plurah the present tense s 'Include
the',fititure tense: and the mascul*
.7 ine gender shall include a e tem'n"ne a-nd neuter gender.
11 GOVERNING LAW AND VENUE..
a. 'I"his Agreement shall be governed bv the laws of the State of Washington and anv-
applicable federal laws,, The provisions of th''is Agreement shall be construed to conform to those
laws. The venue of -an I
y action brought hereunder shall be in Grant County, Washin,(,,t
Interlocal Coopersation Agreement
Voluntaty Stewardship Prartan 2023-2025 Pkge- 4 o, " 7
b. If any legal action or other proceeding is brought -for enforcement of this Agreement, or
because f an alleged dispute, breach, auor 'Isre-pre-sentation in connectionx
provisions . Agreement,, �� rt shall pad_ : N ��rnr s� : � � �
in th. . :o o
proceeding,
ORDER OF PRFCFD�E'NCE,, In the event of aninconsistency in the terms of this
Agreement. or between 'its tem
I ,s, and any applicables-tatute or rule, the inccxisistency shall be
ressolved by giving precedence in the follow.ing order,.,
. 'Applicable federa and state of Washington ss c, e regulations,, and rules..
provisionsK. Mutually acr
,,reed upon written amendments to thi's Agreement'.
C-1 This Agreement.
d. Statement of Work-. and Budget.
el. Any other of this Agreement,includingmaterials n rpor y reference,
paymentsCo.ntingent o
availabilit,v of funding,, In the eventfunding g (gym the state is withdraw
reduced,or limited 'in
any way after the effective date and
x agreement,.,
re-negotiate(3rant County, at *its sole discretion,,, may elect to terminate theA�aeement, 'in whole or part, for
convenience or to ions,
Grant County may also elect to suspend :fo. e of the agreement until
determines th i d s su • .enresolved. Grant County, m4,
y exerCiseR
with no notiflication restrictions,
16. PROPERTY' untess otherwise. sfxcifically agreed bNythe partlesin writing, all property,
personal or real, utilized by the parties hereto in the execution of this Agreement shall remain the.
property of that part.),,,- initially owningit,. Either party canacquire property s . �for the
nd er k
. unilaterally .-t Li d mid old opera � e duration f the
agreement as necessary in pursuit of the Joint undertaking. Upon the property no longer being
necessai),-ft-)r theJoint venture, pro ertyr pur -hased from *o*nt funds will be, sold and the proceeds
sp. ve b m _ n tee- parties otherwise a b�� � � write n ,
party17. FL),.R t,, - f,-'ther �C If for anyrewson, el
*ts oblig,,at Jer this Agreement, or if either party violates any of these ten, iis- and
does not fulfill in a timely
manner I ions uni
condit,ions, the grieve d rt will other �e parr written notice
The p��ible ?
partyw 'tliin 15 workeing days. If failure or v*olation is not corrected, this Agreement may be
i l l � ven (,. ppp � _ u�� to correctviolation�_ failureterni*nated *mmed',ately by written notice of the aggrieved party to the other, mailed with pre. -
paid postais,-e to the po nt of contact identified in paragrapn two (1)
SEVERABILITY. Any provize of this Agt�eeinent, which is prohibited or
unenti-,)rceable, shall be ineffiect"ve. t(
I the extent of such prohibialion or .__It
u.
affecting the validity or enforcement of the remaining pro -visions.
25 Page 5 o
RECORDS MAINTF�*�'NIAN"'CE. The parties to thisAgreement shall each maintain books,
eats, and other evd•':.t � y � d groper_ reflect a a � and
dire os party- expended by either :he perforiiiance of service(s) e. X r* eherein. Te,,Y
records shall be sut�ject to. inspection, revie-%t, or audit by personnel of both parties, other
personnel duty atithorized by both parties, Office of the State, Auditor,,, d federal
authorized by law,
20. OFFICIAL, RECORD-KEEPING. :District will keep the fX ds and
em av ai ]able to the Co\v for record keeping associated with the development
approval of the V.Poro,-, Plan(s).
21. E$ ? ` IRE AGR EM :-N�-,, T s Agreement contains all the teens and conditions i-aee
on the parties. No other understandings, oral. or rNvise &�irdina the sub ject matter o
tbis Agreetnent shall be deemed to exist or to bind any of the parties beret"o". The signatoriess to
tbis Agreement represent that theyhave the authoriqto bind their respective organizations to
thisAgreement.
x FLING* executed copies of this Agreement shall be filed as required bRW
39.34...040 prior to this Ag-treement. becoming : c v ,
Voluntary'Stewardship Program 202M025
Page 6 of 7
INI WITNESS. WHEREOF, the parties bere-to have executed this Agreement as of the date. first
itten
:_x
COLUMBIA BASIN CONSERVATION DISTRICT
1107 S Juniper Drive
Moses Lake, WA 98837
oft
Alk
By: aArwo^ 4 :5
NN..NNwNNv w�.Nv+.w,w.\� N. N.N.N iN` d;
N
"."hat"'i-man, Board of Supervisor'S
GRANT COUNTY BOARD OF COMMISSIONERS
PO Box 37
N\
-phr, WA 9882
c: �� I t .-'-
N NN\\h �NMnNVMN \NNWu�+A W�\ �Tt,V1\\,N
ATE IT .�
Clerk of the
Fj)'Ubv' Prosecuting Atto, rney - -------------
/3 oc's-.b c"t.." vk�r'r&ea =.---
wrs"s39q�
Interlocal Cooperation Aigreement
Voluntary 3 Sri Pr2023-2025
Date - & - 7' -j :;>
....N\\N. N,\\ \N\Nnva,N.N`e^w.N,ya„�M v�,N ..\N,NN NVV, NN NN .. N'�.,,N,NNVY�vJ,N•
Approved as to Foral,
)ajjgwof 7
Exhibit D
Schedule 2
0. INDEMNIFICATION & LIMITATIONS OF LIABILITY.
6.1 Eclipse Corporation shall defend andlor settle at its expense, any, clairns, actions. allegations or proceedings
against You to. the eA..ent. anislin g out of or relating -b misap,PPOP n.ation or infringem-ent by the. SoRare of any Wird
pa rty's,
pmprietary or inte flectua I property right (Oclaims)Y nd Eclipse Corporation shall pay all damages -finally
awarded by a court of canipehint 'urisdicHon -to such, third party against You. or any settlement amounts agreed
by Ecripse Corporation; subjOerA., to -the conditions that. You shall notify EcUpse Corporation promptly of any You
Claims,, peff nit Eclipse Corporation to controf the defense and seMement of such. Claims and assist Eclipse
Corporabon.at Eclipse CaMarafion*s expense-, in defending arsettring such Claims. Eclipse Cofparation shell
not be liable for -any settlement amounts entered into by'You, without EalipseCorporation's per wditlen approval.
If Eclipse Corporation has reason to be eve that it wo,uld be subject to an injunction or confinuing damages
based on -the Software., then Ealkpse Corpora -don may (and if Ectipse Corporation or any of its customers or third
party saftware suppriers is sub ect. to an i Wncfion or cantinuing damages based on, the Software'
'i Q11 )11 men
nohvithstanding any other piuvision in this Agreement,, EclipseCorporation shaft be enfikled to either modify the
Software to make it non-inbinging andfor remove, the misappm i I led matenial, replace the Saffware or portion
pTTa
thereof witb a. servu"m or matenials that providesubs1anfiafty'khe sam, e funationalRy or information, or, if neither of
the for"aing is comniarf.-L34 practicable. requir.e. You to cease usingtbe Softw and refund to You (a) a pro
rata, poftn -of ,any one (1) time fees(basedo on a three (3) year'.. straigh-Wine depreciation schedule, ftmthea date
of payment), and (b) any fiearz that. have been pre-paidby Youbut are unused.. The kwegolinq, no-Withstandinq,
Edlipse Corpora,fion, shaff; have no liability for a cl'aim of in-k-mgement or missa,,ppropniatjon. to the edent caused by
(i) the combination afthhe fare with any other serilee. saftware,, data or products not p movIded Orr approved
by Eclipse Corporabon'. or (TQ the use of any matefiallprovilded, by, You or any end: users, (tij) any bmeach. 'by You
of this Agreement THE FOREGOING I's ECLIPSE C0RFTt0N`S SOLE AND EXCLUSFVE LIABILiTy. AND
YOUR. SOLE AND EXCLUSIVE REMEDY FOR ANYJUNF,
OR N1IWPR0PR1A'n,0N OF ANY
THIRD -PARTY INTELLECTUAL FROPERTY RIGHTIS.
TO 'THE GGREATEST EXTENT RERMITTED BY APPLICABLE LAW, L JhV NO EVENT SHALL ECLIPSE
CORPORATiON 13E LIKSLE TO 'YOU OR: ANY OTHER PERSON FOR, ANY DIRECT, INDIRECT"
INCIDENTAL,. SPECIAL., PUNITIVE,, EXEMPLARY' OR CONSEQUENTIAL DANIAGES. WHATSOEVER.
INCLUDING WITHOUT LIMITT IOR. LEGAL E)KPENSES., LOSS OF'SUSINESS. LOSS OF PROFITS,LOISS
GF REVENUE, LOST (YR DAMAGED DATA. LOSS OF COMPUTERTI' E. COST OF,SUB STITWTE GOODS
OR SERVICES, OR FAILURE 'TO, REALIZE EXPECTEDSAVEINGS OR ANY OTHER COMM ERGIAL OR
ECCNOMI LOSSES ARISING OUT OF ;DSR IN CONNEG TI -ON WITH THIS AGREEMENT',, EVEN IF ECLIPSE
CORPORATION H44S BEEN ADVISED OF TTHE_ PQ6S1l31,LITY OF SIUC14 LOSS R. DAMAG Es. OR SUC14
LOSSES OR DAMAGES ARE FORESEEABLE.
0.2, THE ENTIRE. LIABILITY OF ECLIPSE COIRPORATi)ON AND, YOUR. EXCLUSIVE REMEDY WiT14111RES, PECT
TO THE, SOFTWARE ANDTEGHNIQL. SUPPORT AND ANY OTHERPRODUCTS OR EMACES SUPPLIED
BY ECLIPSE CORPORATION IN CONNECTION WITH TH111S AGREEMENT FOR DAMAGES FOR ANY
CAUSE, AND REgARDLESS OF' 'THE CAUSE OF AC-nON, WHETHER IN CONTRACT GR IN TORT,
INCLUDING FUNPANIENTAL BREACH GR NEWIGEN PD1E. WILL BE LJM rTED IN THE A C-3GREGATE TOTHE
AMOUNTS, PAID'SY YOU FOR, THE SaF"114VARE, TECHNICALSUPPORT 7OR SERVICES GIG RISETO
THE LA11141. )4,"
0.3 THE DfSCLAMIER OFREPRESENTATIONS, WARRA&4TqE.S AND CONDt7tONS AND LINIETATION OF
LIABILITY OGNSTITUM AN ES ENT.. PART OF THISA01REENIEW. YOU ACKNOWLEDGE, THAT BUT
FOR. THE. DIIISCLAWER OF RERRESENTATIQNS, WARRAtiltIES AND CONDITIONS AND LIMETATION OF
LIABILITY, NEITHER. ECLF..'PSE CORPORATION NO.R ANVOF IT SS LICENSORS OR, SUPPLIERS WOULD
GRANT THE RIGHTS GRANTED IN THIS AGREEMENT VV
T. TERM AND TERMINATION
7.1 The tz-nn of this, Agm-ennent will begin on downfoad of the Snlhvaree, and, in neespect. of an Evatballon Lic,-ense,
shall, confinue ib r the Eva Wadon Ferriod, and Fm respect of alt other immense types dreffned in Sec tion 1,, shaLl
cointib-us ibr as -long as Ybu use -the Saltavare, unbess era dierterm., mated sooner under tbis section 7.
T-2 Edlipse Gcqpara--tion may terminate this Agreemment in `the event of any bTeach by You if' such breach has not
been tured Within thirly (30) days. & nalk-,e to'You. No: termination of this. Agreement will, I entide You a refund
of any amounts paid by Youto Eclipse Gwporati-on or ft- ap, Ca,
pri We diisiib utw� or reseller or affecit any obligabons
You may, have to pair any oulstanding amounts c*mg; to: Edfipse Carparatbn or Its distdbutor.
0 0
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