17-144.00 WA Dept of Fish & Wildlife, Trout Unlimited: Spokane River Mitigation for Sullivan Bridge rl - H L,
AGREEMENT FOR
SPOKANE RIVER AQUATIC IMPACT MITIGATION FOR
THE SULLIVAN ROAD BRIDGE REPLACEMENT PROJECT
THIS AGREEMENT,made and entered into this 28th day of_November .2017,
by and between CITY OF SPOKANE VALLEY,having offices for the transaction of business at 10210 East
Sprague Avenue,City of Spokane Valley,Spokane Valley,Washington,99206,hereafter referred to as the
"CITY". TROUT UNLIMITED,Spokane Falls Chapter#76,having a business mailing address of P.O.Box
30185.Spokane,Washington.99223.and hereafter referred to as TROUT UNLIMITED"and the
WASHINGTON STATE DEPARTMENT OF FISH AND WILDLIFE,having offices for the transaction of
business at 2315 North Discovery Place,Spokane Valley.Washington.99216,and hereafter referred to as
"FISH AND WILDLIFE",jointly referred to as"PARTIES".
WITNESSETH
WHEREAS,the CITY obtained Hydraulic Project Approval#131256-3 from FISH AND WILDLIFE
for replacement of the Sullivan Road Bridge.
WHEREAS,pursuant to the provisions of RCW 77.55.100.FISH AND WILDLIFE has
authority to set conditions on hydraulic project approvals in order to protect fish life;and
WHEREAS,the CITY has conducted and contracted construction activities in the Spokane River,
involving activities which FISH AND WILDLIFE has determined produced adverse impacts to redband trout
and will require compensatory mitigation as a condition of a hydraulic project approval;and
WHEREAS,TROUT UNLIMITED has the care of funds and business and has the necessary personnel
and technical knowledge and experience to assist FISH AND WILDLIFE in a project benefitting the Spokane
River redband trout population meeting the requirements set forth by RCW 7735.290;and
WHEREAS.FISH AND WILDLIFE desires to partner with TROUT UNLIMITED to perform the
compensatory mitigation required by FISH AND WILDLIFE relative to the construction activities associated
with the replacement of the Sullivan Road West Bridge;and
WHEREAS.FISH AND WILDLIFE desires that the CITY make payment for the required
compensatory mitigation directly to TROUT UNLIMITED on its behalf;and
NOW.THEREFORE.for and in consideration of the mutual promises set forth hereinafter,the
PARTIES hereto do mutually agree as follows:
Section I
Payment
The CITY agrees to make one lump-sum in-lieu fee payment of S18.000 to TROUT UNLIMITED.It is
understood by the PARTIES that this constitutes full and final payment for services rendered under this
Agreement.
This money is to be used by TROUT UNLIMITED solely for a project benefitting the redband trout
population in partnership with FISH AND WILDLIFE,and in a manner consistent with RCW 77.55.290 within
the Spokane River Watershed. The CITY will provide a copy of the payment voucher to FISH AND
WILDLIFE to document the transfer of funds.
FISH AND WILDLIFE shall recognize this payment as effective compensatory mitigation for the
negative impacts to fish life that occurred under the CITY's Hydraulic Project Approval#131256-3 for the
Replacement of the Sullivan Road West Bridge over the Spokane River.
Section II
Assignment and Authorization of Work
The clauses and general provisions in the Agreement will be incorporated by reference into the task
assignment of work issued to the TROUT UNLIMITED by FISH AND WILDLIFE. TROUT UNLIMITED
agrees to accept and perform this task under the conditions of this Agreement.
FISH AND WILDLIFE reserves the right to review project proposals created by TROUT UNLIMITED
that intend to use the mitigation payment provided by the CITY.
Prior to spending the CITY's mitigation payment.TROUT UNLIMITED shall furnish FISH AND
WILDLIFE with a copy of the plans and contracts for an appropriate project or provide the funds directly to
FISH AND WILDLIFE. TROUT UNLIMITED shall not begin work on a project intending to use the CITY's
mitigation payment without written approval of the project by FISH AND WILDLIFE.
Section III
Scope of Work
TROUT UNLIMITED services may include hut are not limited to the following:
1. Provide qualified personnel capable of creating and executing aquatic resource management projects.
2. Conduct resource evaluations and other operations required to identify potential mitigation sites.
3. Obtain permissions from or contracts with affected property owners as necessary.
4. Create or cause to be created detailed plans of the project proposal to be circulated to FISH AND
WILDLIFE.
5. Construct or cause to be constructed a riparian and/or aquatic habitat enhancement project as
required by FISH AND WILDLIFE.
6. Provide the direct funds for FISH AND WILDLIFE to conduct a project benefitting redband trout in
the Spokane River.
7. Conduct maintenance conforming to the standards set forth by FISH AND WILDLIFE.
Section 1V
Inspection of Work
FISH AND WILDLIFE will at all times be accorded by TROUT UNLIMITED proper facilities for
review and inspection of the work hereunder and will at all times have access to the premises,and to all data,
notes,records,correspondence,instructions,and memoranda of every description pertaining to the work
hereunder.
Section V
Maintenance of Records
TROUT UNLIMITED shall make available to the CITY,FISH AND WILDLIFE or the Washington
State Auditor,or their duly authorized representatives,at any time during their normal operating hours,all
records,books,or pertinent information which TROUT UNLIMITED shall have kept in conjunction with this
Agreement,and which the PARTIES may be required by law to make part of its auditing procedures.
Section VI
Relationships of Parties
The PARTIES intend that the relationship created by the Agreement will be structured to provide an in-
lieu fee payment for compensatory mitigation. The CITY is interested only in satisfying the compensatory
mitigation being required by FISH AND WILDLIFE for the replacement of the Sullivan Road West Bridge.
FISH AND WILDLIFE is interested only in the protection of fish life and fish habitat,and that the adverse
impacts to redband trout may be compensated for by means of improvements that directly benefit trout
populations or aquatic habitat.TROUT UNLIMITED is interested only in providing natural resource
preservation and enhancement services throughout the Spokane River watershed.
No agent,employee,contractor.servant,or otherwise working for the CITY,TROUT UNLIMITED,or
FISH AND WILDLIFE shall be deemed to be entitled to any of the benefits provided by the other PARTIES
involved in this Agreement.
TROUT UNLIMITED will be solely and entirely responsible for its acts and the acts of its agents.
employees,servants,contractors,or otherwise,during the performance of this Agreement.
•
Section VII
Indemnification
TROUT UNLIMITED agrees to indemnify and defend the CITY and FISH AND WILDLIFE from any
loss,cost or expense claimed by outside parties for property damage and bodily injury,including death,caused
solely by its own negligence or willful misconduct of the TROUT UNLIMITED,its employees,or agents in
connection with the services to be performed by TROUT UNLIMITED under the terms of this contract.
The CITY agrees to indemnify and defend TROUT UNLIMITED and FISH AND WILDLIFE from any
loss,cost or expense claimed by outside parties for property damage and bodily injury.including death,caused
solely by the negligence or willful misconduct of the CITY,its employees,or agents in connection with the
obligations of the CITY under the terms of this contract.
FISI I AND WILDLIFE agrees to indemnify and defend the CITY and TROUT UNLIMITED from any
loss,cost or expense claimed by outside parties for property damage and bodily injury,including death,caused
solely by its own negligence or willful misconduct of FISH AND WILDLIFE,its employees,or agents in
connection with the obligations of FISH AND WILDLIFE under the terms of this contract.
Each of the PARTIES agrees to indemnify the other PARTIES for any loss,cost or expense claimed by
outside parties for property damage and bodily injury,including death,to the extent of the PARTY's own
negligence or willful misconduct,or that of the PARTY's employees or agents in connection with each Party's
respective obligations under the terms of this contract. In the case of joint negligence or willful misconduct by
any or all of the PARTIES,then the amount of indemnity shall be in direct proportion to the negligence or
willful misconduct attributable to each individual PARTY.
Section VIII
Non-Discrimination
The PARTIES hereto specifically agree that no person shall,on the grounds of race,creed,color,sex,or
national origin,be excluded from full employment rights and participation in,or be denied the benefits of,or be
otherwise subject to,discrimination under any program.service or activity,for which TROUT UNLIMITED has
received op will receive payment under the provisions of this Agreement.
Section IX
Obligations to Outside Parties
No Agreement between TROUT UNLIMITED and its consultants and/or contractors shall create any
obligation of liability for the CITY or FISH AND WILDLIFE with regard to this Agreement without the
specific written consent of the affected party and notwithstanding its concurrence in.or approval of.the award
of any agreement or sub agreement or the solicitations thereof. TROUT UNLIMITED hereby agrees to include
this provision in all agreements it enters into for the employment of any individuals,procurement of any
materials.or the performance of any work to be accomplished under this Agreement.
Section X
No Waiver of Rights
The CITY and FISH AND WILDLIFE shall not be precluded or estopped by any measurement,
estimate,or certificate made either before or after the completion and/or acceptance of the work and payment
therefore from showing the true amount and character of the work performed and materials furnished,or from
showing that any such measurement,estimate.or certificate is untrue or incorrectly made,or that the work or
materials does not conform in fact to the contract.
The CITY shall not be precluded or estopped,notwithstanding any such measurement,estimate,or
certificate,and payment in accordance therewith.from recovering from TROUT UNLIMITED and its sureties.
if any.such damage as the CITY may sustain by reason of TROUT UNLIMITED'S failure to comply with the
terms of this Agreement.
A waiver of any breach of the Agreement,agreed to by all PARTIES,shall not be held as a waiver of
any other or subsequent breach.
Section XI
Amendments
The Agreement may he amended by a written supplemental Agreement. The supplemental Agreements
shall be agreed upon by the PARTIES in writing prior to undertaking any work affected by the revision.
The subsequent changes to the Task Document made necessary by the supplemental Agreement shall be
made in writing and signed by the PARTIES.
Section XII
Notices
All notices called for or provided for in this Agreement shall be in writing and must be served on any of
the PARTIES either personally of by certified mail,return receipt requested,sent to the PARTIES at their
respective addresses hereinabove given. Notices sent by certified mail shall be deemed served when deposited
in the United States mail,postage prepaid.
Section XIII
Headings
The section headings in the Agreement have been inserted solely for the purpose of convenience and
ready reference. In no way do they purport to,and shall not be deemed to,define,limit,or extend the scope or
intent of the sections to which they pertain.
Section XIV
Administrators
The CITY'S administrator for the terms of this Agreement is Mark Calhoun. The administrator for
TROUT UNLIMITED for the terms of this Agreement is Bill Abrahamse. The administrator for FISH AND
WILDILFE for the terms of this Agreement is Margen Carlson.
Section XV
Venue Stipulation
This Agreement has and shall be construed as having been made and delivered in the State of
Washington,and the laws of the State of Washington shall be applicable to its construction. Enforcement of this
Agreement,or any provision hereto,shall be instituted only in courts of competent jurisdiction within Spokane
County.Washington.
Section XVI
Term
This Agreement shall remain in effect for five years,or upon completion of a project authorized in
Section II of this Agreement,whichever occurs first.
Section XVII
All Writings Contained Herein
This Agreement contains all the terms and conditions agreed upon by the PARTIES. No other
understandings,oral or otherwise,regarding the subject matter of this Agreement shall be deemed to exist or to
bind any of the PARTIES hereto. PARTIES have read and understand all of this Agreement,and now state that
no representation,promise,or agreement not expressed in the Agreement has been made to induce PARTIES to
execute the same.
IN WITNESS WHEREOF.the PARTIES have caused this Agreement to be executed on the date and
year set forth hereinabove.
CITY OF SPOKANE VALLEY FISH AND WILDLIFE
�! (AII461gar 41111P
Mark Calhoun.City Manager arge Cap.Deputy Assistant Director
TROUT UNLIMITED
Bill Abrahamse,Chapter President