HomeMy WebLinkAboutRes-2017-161 KCCDBOARD OF COUNTY COMMISSIONERS
COUNTY OF KITTITAS
STATE OF WASHINGTON
RESOLUTION
NO.2017-I U> I
RESOLUTION TO AUTHORIZE EXECUTION OF AN INTERLOCAL AGREEMENT
BETWEEN KITTITAS COUNTY AND THE KITTITAS COUNTY CONSERVATION
DISTRICT FOR ORTHOIMAGERY SERVICES
WHEREAS, RCW 39.34, the Interlocal Cooperation Act, provides the capability for public
agencies to cooperate for mutual advantage; and
WHEREAS, Kittitas County, through the Kittitas County Information Technology Department
supports the business needs of Kittitas County by providing appropriate
technology tools, solutions, and assistance; and
WHEREAS, Orthoimagery provided by Washington Technology Solutions delivers valuable
and beneficial geographical mapping technology services to subscribers; and
WHEREAS, Kittitas County has entered into the attached contract, which is incorporated by
reference, with Washington Technology Solutions for Orthoimagery Services; and
WHEREAS, the Kittitas County Conservation District also desires to benefit from geographical
mapping technology services; and
WHEREAS, pursuant to the addendum included in the Washington Technology Solutions
contract, the County is permitted to enter into an interlocal agreement with the
Kittitas County Conservation District to allow them to benefit from the County's
contract for an additional fee paid directly to the County; and
WHEREAS, the Parties agree that access and use of the Orthoimagery Services by the Kittitas
County Conservation District under the County's contract shall be done in the
manner detailed in the Interlocal Agreement, attached hereto and incorporated
herein by reference.
NOW THEREFORE, BE IT RESOLVED that the Board of County Commissioners of Kittitas
County, Washington, hereby authorizes execution of an Interlocal Agreement with
the Kittitas County Conservation District that is attached hereto, and incorporated
herein by reference.
DATED this q;n{ day of 1!1&1?J ~ ,2017, at Ellensburg, Washington.
BOARD OF COUNTY COMMISSIONERS
KITTITAS COUNTY, WASHINGTON
ABSENT
INTERLOCAL AGREEMENT BETWEEN
KITTITAS COUNTY AND THE KITTITAS COUNTY CONSERVATION DISTRICT
FOR ORTHOIMAGERY SERVICES
This INT~!~CAL AGREEMENT ("Agreement") is entered into on this ?JY!{dayof
([.) ,c:tf) 2017, by and between Kittitas County, a municipal corporation of the State of
Wasrungton, (hereinafter the "County"), and the Kittitas County Conservation District, a
municip-al corporation ofthe State of Washington (hereinafter referred to as "District").
WHEREAS, Chapter 39.34 of the Revised Code of Washington (RCW), the Interlocal
Cooperation Act, allows governmental agencies to enter into agreements that provide for
the efficient use of their powers and to cooperate with each other in providing services;
and
WHEREAS, the County entered into a 2017 Service Level Agreement (SLA) with
Washington State Consolidated Technology Services, hereinafter referred to as
Washington Technology Solutions (WaTech) for the purpose of accessing Statewide
Imagery Services, which is attached hereto and incorporated by reference; and
WHEREAS, the District also desires to access Statewide Imagery Services; and
WHEREAS, WaTech will permit the District to benefit from the County's contract for
Statewide Imagery Services for a nominal and additional fee, paid directly to the County,
as evidenced by the attached Service Level Agreement Addendum that is incorporated by
reference;
NOW, THEREFORE, the County and District agree as follows:
I. Purpose. The purpose of this Agreement is to allocate the Parties' financial
responsibilities and other terms and conditions required to access the services provided
for in the WaTech SLA.
2 . Services. Pursuant to the SLA, the contractual relationship for Statewide Imagery
Services is between the County and WaTech. The District does not have authority to
modify, terminate, or otherwise interfere in any way with that SLA. Per the SLA
Addendum, the County is authorized to grant access to the District, by way of this
Agreement, and for a fee paid directly to the County, for the comparable access and
services for Statewide Imagery Services that the County receives under the SLA.
3 . Duration. The SLA tenns provide for a two-year contract period with the option to
renew. This Agreement shall also be valid for the same two-year period and track with
the dates of the SLA. If the SLA is renewed by the County, this Agreement will be
automatically renewed, unless the County is notified timely and in accordance with the
tenns of this Agreement, of the District's intent to discontinue this Agreement.
Interlocal Agreement Pagel of 5
4 . Termination. Either party may terminate this Agreement by giving thirty (30) days notice
in writing either personally delivered or mailed postage-prepaid by certified mail, return
receipt requested, to the party's last known address for the purposes of giving notice under
this paragraph.
5. Termination for Default:
If the District defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency
or makes an assignment for the benefit of creditors, the County may, by depositing written
notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement.
6. Termination for Public Convenience:
The County may terminate the Agreement in whole or in part whenever the County
determines, in its sole discretion that such termination is in the best interests of the County.
Termination of this Agreement by the County at any time during the term, whether for
default or convenience, shall not constitute a breach of contract by the County.
7 . ConLract Management. The Agreement administrator for each of the parties shall be
responsible for and shall be the contact person for all communications and billings
regarding the performance of this Agreement.
The Agreement administrator for Kittitas County is:
Commissioner Paul Jewell
Kittitas County
205 West 5th Avenue, Suite 108
Ellensburg, W A 98926
509-962-7508
The Agreement administrator for the District is:
Anna Lael, District Managaer
Kittitas County Conservation District
2211 W. Dolarway Road, Ste 4
Ellensburg, W A 98926
509-925-3352 ext. 7
, r ) : ~ ('I -1 (\' I: i \ l I ,,' I .> i ~':
8 , Payment. The District shall pay to the County, $1000.00, a.trnlI8.~~ for the ability to
access Statewide Imagery Services for the two year contract period. This amount is
subject to increase after the initial two year period ends. The County will provide notice
to the District before automatic renewal of the contract of any price adjustments.
9 . BiUing Procedure. The District shall remit their ~ $1000.00 payment to the County
within 90 days ofthe receipt of invoice. Payment shall be submitted, in full, to the
Kittitas County Auditor, 205 W. 5th Avenue Suite 105 Ellens burg, W A 98926.
Interlocal Agreement Page20f 5
10. Force Ma je ure. Neither party will be liable to the other for any failure or delay in
performance under this Agreement due to circumstances beyond its reasonable control,
including acts of nature, acts of war, accident, labor disruption, acts, omissions or
defaults of third parties, and official, governmental or judicial action not the fault of the
party failing or delaying in performance.
11 . Maintenance o f R ecords . Each party hereto agrees to maintain books, records and
documents using accounting procedures which accurately reflect all direct and indirect
costs related to the performance of services described herein. Each party may examine
the other party's books and records to verify the accuracy of invoices. Each party's fiscal
management system shall include the capability to provide accurate and complete
disclosure of all costs invoiced under this Agreement. All books, records, documents and
other materials relevant to this agreement will be retained for six years after expiration of
the Agreement, and the Office of the State Auditor or other persons authorized by law
and any persons duly authorized by the parties shall have full access and the right to
examine any of these materials during this period. Each party will utilize reasonable
security procedures and protections to assure that records and documents provided by the
other party are not erroneously disclosed to third parties.
12. Hold Harmless and Indemnification. Each Party shall hold harmless and indemnify the
other Party and its directors, officers, employees, agents and representatives against any
and all loss, liability, damage, or expense, including any direct, indirect or consequential
loss, liability, damage, or expense, but not including attorney's fees unless awarded by a
court of competent jurisdiction, for injury or death to persons, including employees of
either Party, and damage to property, including property of either Party, arising out of or
in connection with intentional, willful, wanton, reckless or negligent conduct. However,
neither Party shall be indemnified hereunder for any loss, liability, damage or expense
resulting from its sole negligence or willful misconduct.
No liability shall attach to the County by reason of entering into this agreement, except as
expressly provided herein. The County cannot and does not guarantee the services
provided by Statewide Imagery Services or their accuracy. There is no guarantee that use
of Statewide Imagery Services will meet the satisfaction of the District, nor that
unsatisfactory services will be remedied by the County. The County is not responsible
for any technology or user ability issues or any other potential problems that arise from
the Statewide Imagery Services or the use thereof.
The District is responsible for ensuring that its use of Statewide Imagery Services
complies with local, state, and federal laws.
The waivers in this section have been mutually negotiated by the parties and this entire
section shall survive the expiration or termination of this Agreement.
13. Warranty. Except as expressly stated herein, there are no express or implied warranties
respecting this Agreement or the services provided.
Interlocal Agreement Page 3 ofS
14. Assi gnm ent. This Agreement cannot be assigned, transferred or any portion
subcontracted by either party hereto without the prior written consent of the other party,
which consent shall not be unreasonably withheld.
15 . Admi ni s lr a ti on of Ag re emen t. There shall be no separate legal entity created by the
Agreement. This Agreement shall be administered jointly by the County or designee and
the District or designee .
16. Property. The terms of this Agreement do not contemplate the acquisition of any real or
personal property. Unless otherwise specifically agreed by the parties in writing, all
property, personal and real, utilized by the parties hereto in the execution ofthis
Agreement shall remain the property of that party initially owning it.
17 . Com plia nce w ith Laws . Each party hereto, in its performance of this Agreement, agrees
to comply with all applicable local, State, and Federal laws and ordinances.
18. Relatio ns hip of th e Partie . No agent, employee or representative of District shall be
deemed to be an agent, employee or representative of the County for any purpose, and the
employees of District are not entitled to any of the 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 District for any purpose, and the employees
ofthe County are not entitled to any of the benefits District provides to District
employees.
19. Disp utes . In the event that a dispute arises under this Agreement, it shall be determined
by a majority vote of a three-member Dispute Resolution Board comprised of one
representative chosen by each of the parties hereto and a third chosen by the two selected
parties. If said determination is not acceptable to the parties, the parties are entitled to
utilize whatever remedies to which they may be entitled at law or in equity.
20. J uri sdi ctio n. Any legal dispute between the parties to this Agreement shall be governed
by the laws of the State of Washington, and any action to enforce this Agreement shall be
brought in Kittitas County, Washington.
21 . Mo di fi ca ti on. The provisions of this Agreement may be modified or amended only by
written mutual written agreement of the parties, executed by personnel authorized to bind
each of the parties.
22. W aiv er. A failure by either party to 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 of the party and attached to the original
Agreement.
Interlocal Agreement Page 4 of5
23 . Ag reem ent Not Foy: Benefil of Th ird Parties . This Agreement is entered into solely for the
benefit of the parties hereto and vests no rights in , or is it enforceable by, any third
parties.
24 . Severabili ty. 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 of applicable law and the fundamental
purpose of this agreement, and to this end the provi s ions ofthis Agreement are declared
to be severable.
25. Filing . This Agreement shall be filed or posted online as required by RCW 39.34.040.
26. EfTc ti ve Dale . This agreement shall take effect when signed by the parties.
Dated this 111f ( day o(Jl-tz;itr. 2017 .
KITTITAS COUNTY CONSERVATION
DISTRICT
Address
BOARD OF COUNTY COMMISSIONERS
Kittitas County, Washington
ABSENT
Os aC7, Vice-Chairman \
~m=~
Obie O'Brien, Commissioner
11\1\1'1"1111111
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Phone l1'/~r ~ ...... ~ '%. (~( "~~\l \~>. ~~ ,./Cil ~":, '?)-> ....... ' ... ' .l/ ----------------;'1'" 1-'1$1 . ,
1"""'1 • url(of [he oard-Julie KJ' orsvik .1 ,U
ATTEST:
D Deputy Clerk of the Board-Mandy
Buchholz
Date: _1_C'..r.....;jqr~1 /.....;...1-____ _
Interlocal Agreement Page S ofS