HomeMy WebLinkAboutCost Share AgreementKITTITAS COUNTY COST SHARE AGREEMENT FOR THE ASPECT CONSULTING
CONSUMPTIVE USE PILOT STUDY
This Agreement is entered into this ~ day of&{J± . 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.
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.
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2.3
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The County shall not advance fees on GCR's behalf nor shall the County extend
any credit to GCR. All unused funds shall be returned in a timely fashion.
GCR shall deposi ~ \Q l S O with the County before any work can begin. The
County will notify GCR in writing if and when additional deposits must be made.
No work can commence or continue unless the required deposit(s) is on file with
the County.
In addition to the Aspect Consulting shared costs, GCR shall be responsible to
pay the associated accounting fees expended by the County that are required to
manage the account. Accounting fee costs shall be in writing and paid within 30
days of receipt of invoice.
Any disputes regarding the type or amount of costs charged, excluding County
accounting costs , shall be disputed directly to Aspect Consulting and not between
the parties of this Agreement.
Failure by either party to timely pay their share of the costs may result in their
termination from the Agreement with Aspect Consulting.
3. Duration. This Agreement shall remain in effect until complete.
4. Termination. This Agreement may not be terminated once performance of the Aspect
Consulting Agreement has commenced. Any termination before performance
commencement must be delivered in writing and does not alleviate the terminating party
from potential breach of contract claims concerning the over-arching agreement with
Aspect Consulting.
5 . Con tra t Management. The Agreement administrator for each of the parties shall be
responsible for and shall be the contact person for all communications regarding the
performance of this Agreement.
The Agreement administrator for Kittitas County i s: ___ _
The Agreement administrator for Granite Creek Ranches, LLC is: Frank Ragland, General
Manager
7. Force Majeure. 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.
8. Mainten a nc e of R e ords. Each party hereto agrees to maintain books , records and
documents using accounting procedures which accurately reflect all direct and indirect
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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.
Hold I-Iannless and [ndemniftcation. 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 colUlection 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.
Warranty. Except as expressly stated herein, there are no express or implied warranties
respecting this Agreement or the services provided.
A si gnmeot. This Agreement calUlot 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.
Administration of Agreement. There shall be no separate legal entity created by the
Agreement.
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.
Complianc with Laws. Each party hereto, in its performance of this Agreement, agrees
to comply with all applicable local, State, and Federal laws and ordinances.
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
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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 ·or Benefil · f 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. v rabilitv. 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.
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Dated this dlL day of tfk-_;11,.-..sT.20 18.
BOARD OF COUNTY COMMISSIONERS
Kittitas County, Washington
Vice-Chairman
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ATTEST:
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