Resolution_Water Certificate Contract_NelsonGelbviehRanch

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between the Department of Ecology, Futurewise, and Kittitas County, dated May 15, 2014. S. Quarterly Accounting and Payment. The County shall remit to NGR the total balance due to NGR, on a quarterly basis (to the extent there is any balance due in the particular quarter) with a full accounting of sales and fees withheld. The County shall also be responsible for reporting all sales and metering data to Ecology as required by the Count's Trust Water Right Agreements and the County's Over -the Counter mitigation certificate processing proposal as approved by Ecology. 6. Hold Harmless and Indemnification. NGR agrees to protect, save harmless, indemnify and defend, at its own expense, the County, its elected and appointed officials, employees and agents, from any loss or claim for damages of any nature whatsoever arising out of the performance of this Agreement, including claims by NGR's employees, volunteers or third parties, except for those damages solely caused by the negligence of willful misconduct of the County, its elected and appointed officials, employees or agents. 7. Termination. a. Either the County or NGR may terminate this Agreement upon ninety (90) days written notice for any reason other than otherwise provided herein in which case the County shall pay NGR for all amounts due in performing the contract to the date of termination. b. The invalidity or unenforceability of any particular provision of this Agreement shall not affect other provision hereof and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 8. Exercise of rights or remedies. Failure of either party to exercise any rights or remedies under this Agreement shall not be a waiver of any obligation by either party and shall not prevent either party from pursuing that right at any future time. 9. Governing Law and Venue. This shall be governed by and interpreted under the law of the State of Washington. Any action, suit, or judicial proceedings for the enforcement of this Agreement shall be brought in the Superior Court of the State of Washington in Kittitas County, Washington. 10. Documents Included in Agreement. This Agreement constitutes the entire agreement between the parties and includes the following documents: a. This Agreement. b. Exhibit A: NGR Trust Water Right Agreement c. Exhibit B: NGR Water Right d. Exhibit C: Fee Schedule 11. Condition Precedent. This Agreement and its terms must be approved by Ecology and the Water Transfer Working Group ("WTWG"), including but not limited to Ecology and WTWG approval of the issuance of water mitigation certificates from the NGR Water Right