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HomeMy WebLinkAboutcost sharing agreement signed2KITTITAS COUNTY COST SHARE AGREEMENT FOR THE ASPECT CONSULTING CONSUMPTIVE USE PILOT STUDY This Agreement is entered into this day of 2018 by and between Kittitas County, Washington, a political subdivision of the State of Washington (the "County"), and Granite Creek Ranches, LLC ("GCR"). WHEREAS, the County and GCR wish to collaborate financially for the purpose of participation in a consumptive use pilot study that is subject to the terms and conditions contained in a separate agreement with Aspect Consulting, which is attached hereto, and hereby incorporated by reference; WHEREAS, the purpose of the consumptive use pilot study is to quantitatively determine the percent of consumptive use associated with indoor -only domestic use; WHEREAS, both parties have an interest in the outcome of the study which intends to determine the efficacy of alternative mitigation strategies in subbasins currently without suitable mitigation options; WHEREAS, the parties have agreed to equally share the cost(s) of the of pilot study pursuant to the terms and conditions contained herein, including the requirement that GCR make advance deposits of anticipated shared costs into A Consumptive Use Pilot Study Account that will be created and managed by the County; WHEREAS, the County's Board of County Commissioners authorized the execution of this Agreement by action taken at a regular meeting; WHEREAS, GCR has authorized the execution of this Agreement; NOW, THEREFORE, in consideration of the premises and promises, terms and conditions set forth below, it is hereby agreed as follows: 1. Purpose. The purpose of this Agreement is to detail the manner in which the aforementioned costs will be shared between the parties. 2. Shared Costs. 2.1 Kittitas County and Granite Creek Ranches, LLC shall each be responsible for half (50%) of the fees and costs resulting from the referenced agreement with Aspect Consulting. 2.2 Kittitas County shall create and maintain an account to hold deposit(s) from GCR. Kittitas County shall make distributions from that account directly to Aspect Consulting as required per the terms of the separate and referenced agreement. Cost Sharing Agreement Page 1 of 5 $10,500 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. 9. 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. 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. 10. Warranty. Except as expressly stated herein, there are no express or implied warranties respecting this Agreement or the services provided. 11. Assignment. 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. 12. Administration of Agreement. There shall be no separate legal entity created by the Agreement. 13. 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 of this Agreement shall remain the property of that party initially owning it. 14. Compliance with Laws. Each party hereto, in its performance of this Agreement, agrees to comply with all applicable local, State, and Federal laws and ordinances. 15. Relationship of the Parties. No agent, employee or representative of the County shall be deemed to be an agent, employee or representative of GCR for any purpose, GCR and its agents, employees, and representatives are not entitled to any of the benefits that Kittitas County provides to County employees. No agent, employee or representative of GCR Cost Sharing Agreement Page 3 of 5 shall be deemed to be an agent, employee or representative of Kittitas County for any purpose. 16. Disputes. 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. 17. Jurisdiction. 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. 18. Modification. 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. 19. Waiver. 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. 20. Agreement Not For Benefit_ of Third 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. 21. 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 of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. 22. Effective Date. This agreement shall take effect when signed by both parties. Cost Sharing Agreement Page 4 of 5 Dated this _, day of yrs/ ; 2Q 18. BOARD OF COUNTY COMMISSIONERS Kittitas County, Washington Chair Vice -Chairman Commissioner ATTEST: Julie Kjorsvik, Clerk of the Board Date: Cost Sharing Agreement Page 5 of 5