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Contract - 08-15-2023 - 12983 - 2023 Columbia Land Trust Agreement AS-12983 Consent 2. 5. BOCC Agenda Meeting Date: 08/15/2023 2023 Columbia Land Trust Agreement Submitted For: Jennifer Mendoza Submitted By: Beth Tanner Department: Noxious Weed Control Information Subject and Summary Statement Attached is an agreement between Cowlitz County, its agent the Cowlitz County Noxious Weed Control Board (Weed Board), and Columbia Land Trust to provide funding to support noxious weed control efforts on and around conservation easements along Abernathy Creek. The purpose of this effort is to protect and enhance the riparian conservation values of the conserved properties. Will Staff Attend - NAME OF STAFF Yes - Jennifer Mendoza Department Recommendation The Cowlitz County Noxious Weed Control Board recommends the Board of County Commissioners move to enter into the Agreement with Columbia Land Trust to support noxious weed control on and around conservation easements along Abernathy Creek. Fiscal Impact Expenditure Required $: 0 Budget Sufficient Y-N: Y Amendment Required Y-N: N Source of Funds -What Dept ? : 224100 Grant Y-N: N Attachments Cowlitz Noxious Weeds Columbia Land Trust Abernathy Easements Project Agreement Form Review Inbox Reviewed By Date Jennifer Mendoza Jennifer Mendoza 08/08/2023 05:40 PM Form Started By: Beth Tanner Started On:08/08/2023 04:34 PM :J , Columbia Land Trust C 0"5 CPC V 1"0 TIIC XOiT V A I TO LOVC AGREEMENT BETWEEN COLUMBIA LAND TRUST AND COWLITZ COUNTY AND ITS AGENT,THE COWLITZ NOXIOUS WEED CONTROL BOARD August 1, 2023 PARTIES: Columbia Land Trust(Trust) "TRUST" 850 Officers' Row Vancouver, Washington 98661 Cowlitz County Noxious Weed Control Board "WEED BOARD" 207 41h Ave N. Annex Building, First Floor Kelso, WA 98626 Federal Employer Identification Number: 91-6001310 RECITALS: THIS AGREEMENT is made and entered into by and between Columbia Land Trust, a Washington non-profit corporation hereinafter referred to as "Trust,"and Cowlitz County and its agent the Cowlitz County Noxious Weed Control Board, hereinafter referred to as "Weed Board." IT IS THE PURPOSE OF THIS AGREEMENT to provide Cowlitz County and its agent the Cowlitz County Noxious Weed Control Board with funding to support noxious weed control and revegetation efforts on and around conservation easements along Abernathy Creek. The purpose of this effort is to protect and enhance the riparian conservation values of the conserved properties. AGREEMENT: 1. Services. Weed Board will perform the services generally described in Schedule A(the "Services") on seven properties encumbered by conservation easements held by Trust, located along Abernathy Creek in Cowlitz County, Washington. Weed Board will report to and receive direction from a Natural Area Manager of Trust. The Scope of Services detail the project scope,budget,timeline, and deliverables. Any changes to scope, budget, or timeline of deliverables must be mutually agreed upon in writing by an amendment to this Agreement. COWLITZ COUNTYNOXIOUS WEED BOARD—Abernathy Creek Conservation Easements —81112023 1 2. Term. This Agreement is effective August 1, 2023 and will continue until all Services, as described in the Scope of Services, have been performed or this Agreement is terminated in accordance with Section 4. 3. Fees and Payment. Trust will pay Weed Board on a time and materials basis for Services provided as detailed in Schedule A.Work will be billed in half-hour increments at the rates established in Schedule A. The Weed Board will submit to Trust an itemized invoice on or before December 1, 2023, and Trust will pay the invoice within 30 days after receipt. Weed Board will include a detailed accounting of time and materials with invoice. Trust may also reimburse Weed Board for ordinary and necessary out-of-pocket expenses incurred in performing the Services ("Costs"). Such Costs must be approved in writing by Trust prior to being incurred, must be documented by a copy of the original receipt submitted with Weed Board's invoice, and must be incurred in compliance with Trust's policies concerning such Costs. 4. Termination. a. This Agreement may be terminated immediately by Trust upon 10 days written notice delivered to the other party, in the event Weed Board(i)fails to perform any of its responsibilities set forth in Schedule A, or fails to make sufficient progress as to endanger, in Trust's judgment, complete and timely performance; or(ii)breaches any provision of this Agreement. b. This Agreement may be terminated immediately by either party without cause upon 30 days written notice delivered to the other party. Trust will be obligated to pay Weed Board for any hours worked and Costs incurred by Weed Board through the date of termination. Sections 6, Error! Reference source not found., 8, and 9 of this Agreement, and any other obligations or duties that by their nature extend beyond the termination of this Agreement,will survive termination of this Agreement. 5. Independent Contractor. Weed Board and any person or entity performing Services on Weed Board's behalf, including but not limited to Weed Board's employees, agents, affiliates, subsidiaries, and subcontractors (collectively, "Weed Board's Personnel") are and will be either independent contractors or employees of Weed Board or Cowlitz County, and not employees or agents of Trust. Neither Weed Board nor any of Weed Board's Personnel are entitled to participate in any benefit program provided by Trust to its employees. This Agreement is not intended to form a partnership or joint venture between the parties. Weed Board will be solely responsible for payment of compensation to Weed Board's Personnel, and will withhold from and pay to the appropriate authorities all taxes, contributions, fees, interest, or penalties imposed or required under any federal, state or local income, excise, or employment tax laws with respect to Weed Board's performance of this Agreement, regardless of whether the Services are performed personally or through Weed Board's Personnel. 6. Work Made for Hire:Assignment of Rights. To the extent permitted by law, Weed Board agrees that all Work Product prepared or originated by Weed Board or any of Weed Board's Personnel, whether before or after the execution of this Agreement, will be COWLITZ COUNTYNOXIOUS WEED BOARD—Abernathy Creek Conservation Easements —81112023 2 subject to protection under federal copyright law and constitutes "work for hire," all rights of which are owned exclusively by Trust. Weed Board assigns to Trust, its successors and assigns, in perpetuity, all Weed Board's worldwide title and interest in and to any Work Product of authorship which Weed Board has in the past, or may in the future, create for use by Trust and any copyrights which may exist now or hereafter with respect thereto. Weed Board agrees to sign all lawful papers, applications, and further assignments to cause any and all of such Work Product of authorship and copyrights relating thereto to be owned exclusively by Trust, its successors and assigns. Trust will be the owner of any and all data and map products produced via this contract. However, Weed Board retains the right to use data, methods, imagery, maps, etc. created for the Trust for its own use in promotion, education or web display. The Weed Board's logo and citation appears on final versions of all maps. These ownership and`right to hire'provisions described above do not apply to standard details commonly used in similar projects. Further,the Weed Board grants the Land Trust a non-exclusive license to use these details. 7. Conflict of Interest/Disclosure. Weed Board has disclosed, in writing, all direct or indirect actual or potential conflicts of interest it or any of Weed Board's personnel may have with Trust. Weed Board agrees to promptly inform the Executive Director in writing of any conflicts of interest with Trust which become apparent during the term of this Agreement. A"direct or indirect conflict" is defined as any situation in which an individual has or may be reasonably construed to have a direct or indirect personal or financial interest in any business affairs of the Trust, whether because of a proposed contract or transaction to which the Trust may be a party or may be interested or is under consideration, or whether such conflict is purely conceptual, because of similarity of business interests or affairs. 8. indemnity. Weed Board will indemnify and defend the Trust and its officers, employees, agents, representatives, and affiliates(the "Indemnified Parties")and hold them harmless from and against any and all losses, liabilities, damages, demands, claims, suits, actions,judgments, assessments, costs,and expenses, including without limitation interest, penalties, attorney fees, any and all expenses incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever,and any and all amounts paid in settlement of any claim or litigation asserted against, imposed on, or incurred or suffered by any of them, directly or indirectly, as a result of or arising from the negligent or wrongful acts or omissions of the Weed Board or Weed Board's Personnel, or from any finding,judgment or other determination or settlement whereby Trust is deemed or considered to be the employer of Weed Board or of Weed Board's Personnel. Weed Board will, prior to commencing work, secure and continuously carry with commercial insurers acceptable to the Trust, commercial general liability and business automobile liability insurance with a minimum single limit of$1,000,000. 9. General Provisions. a. Non-Assignment. This Agreement is personal to the parties and cannot be assigned by either party without the prior written consent of the other. The COWLITZ COUNTYNOXIOUS WEED BOARD—Abernathy Creek Conservation Easements —81112023 3 foregoing notwithstanding, this Agreement will be binding on, and will inure to the benefit of, the parties and their respective successors and permitted assigns. b. Severabili y. Should any provision of this Agreement be held by a tribunal of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect. C. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together will constitute one and the same agreement. d. Integration and Amendment. This Agreement supercedes all other agreements between the parties and contains their entire understanding as to its subject matter. No amendment to this Agreement will be effective unless it is in writing and duly executed by authorized representatives of the parties. This Agreement will not be varied, supplemented, qualified or interpreted by any prior course of dealing between the parties or by any usage of trade. C. Non-Waiver. The failure or refusal of either party to enjoin any breach or violation of any provision of this Agreement will not be a waiver of, consent to, or excuse for any other, different or subsequent breach or violation. f. Governing Law and Venue. This Agreement will be interpreted and enforced according to the laws of the state of Washington and any proceeding to enforce this Agreement or enjoin its breach is to be brought against any of the parties in Cowlitz County Superior Court of the State of Washington and each of the parties consents to the jurisdiction of such court(and of the appropriate appellate court) in any such action or proceeding and waives any objection to such venue. g. Arbitration. Except for proceedings seeking injunctive or other equitable relief, any dispute between the parties will be submitted to binding arbitration according to the Commercial Rules of the American Arbitration Association,but need not be filed with that organization. h. Attorney Fees and Costs. In the event that either party initiates proceedings to enforce this Agreement or enjoin its breach, the prevailing party will be awarded its reasonable attorney fees and costs at arbitration, trial and on any appeal as set by the trier of fact. i. Time of Essence. Time is of the essence with respect to all dates and time periods set forth or referred to in this Agreement. 10. Notices. Notices required by this Agreement will be deemed effective upon receipt, if delivered or sent via facsimile, or three days after being sent to the parties by U.S. certified mail, return receipt requested, to the addresses listed above or as may be revised by the parties in writing. Statement of Diversity, Equity and Inclusion COWLITZ COUNTYNOXIOUS WEED BOARD—Abernathy Creek Conservation Easements —81112023 4 Columbia Land Trust is committed to integrating issues of equity and social justice into our work(see www.columbialandtrust.org/about-us/equity). This commitment includes hiring contractors who are also committed to these values through demonstrated business practices, employment and conduct. Contractors who fail to demonstrate similar commitments or to conduct their business in a positive spirit towards these commitments may be removed from the Land Trust's qualified contractor list. Contractors who openly disregard these commitments while performing work for the Land Trust will be notified by the Land Trust and, if no corrective action taken, may have this Agreement terminated per Section 4 of this Agreement. The Land Trust is committed to providing contracting opportunities to minority and woman-owned businesses. Weed Board shall notify the Land Trust of any certifications for their subcontractors or suppliers. The Land Trust may request reporting on the percentage of contract funding and/or the actual dollars are provided to certified businesses through this agreement. EXECUTED IN DUPLICATE on the dates indicated below. TRUST: WEED BOARD: COLUMBIA LAND TRUST COWLITZ COUNTY Board of Commissioners of Cowlitz County, Washington Ian Sinks, Stewardship Director (�- Richard Dahl,Chair an Date: _ ennis Weber, Commissioner Arne Mortensen, Commissioner Op�r COUN4. t A est: �Q GA B � m )al��AJA 1-n g-Az—'? CO11dTMT 'm, Clerk of the Boar o wasWr,�to�° �0 l f q lDvhnhvow-c-" Date: ��J L COWLITZ COUNTYNOXIOUS WEED BOARD—Abernathy Creek Conservation Easements —81112023 5 SCHEDULE A SCOPE OF SERVICES Description of Work The Weed Board will: 1) Provide weed control services on seven conservation easement properties located along Abernathy Creek to 1)control existing infestations of priority weeds located on the conservation easements and 2)reduce the threat of invasion or re-invasion by controlling priority weeds on adjacent lands and waterways. Priority weeds (target species)are listed below with specific locations, timing and methods for control. Note:where Weed Board is required to notify Columbia Land Trust staff, Weed Board should contact one or both of the following: Noel Plemmons ril2lemmonsocolumbialandtriist.org 415-531-2802 Emily Matson ematson@col u_mbia la ndtrust.org 360-461-5189 • Cowlitz County Class A species o Survey and control all Cowlitz County Class A noxious weed species during the course of other weed control work. o Notify Land Trust staff if new infestations of Class A weeds are identified. o Control all Class A species observed. Land Trust staff will direct control methods and timing. • Knotweed(Polygonum x bohemicum, P. sachalinense, P. cuspidatum, P. polystachum). o Survey for and control all knotweed within the conservation easement property boundaries. Spot spray or inject stems in early fall with aquatic safe Glyphosate. • Armenian/Himalayan and evergreen/cutleaf blackberry(Rubus armeniacus, R. laciniatus) o In areas with dense patches or monocultures of blackberry(shown on map, below): Mow blackberry using weed wackers in late summer(after July 15). Spot spray foliage re-growth with aquatic triclopyr in fall, after rains have begun but prior to first frost. o In areas with scattered blackberry plants within a matrix of native vegetation: (includes all remaining areas of Golden, Strom [Donner], Davis, and Veys North/Veys South [Smith/Anderson]): Systematically survey the area for blackberry plants and spot spray foliage in the fall, after rains have begun but prior to first frost. Scope of Services L r r L ai r � � 5 r�1 fAR Noe F4 Areas of dense Conservation easement Cowlitz County tax �— blackberry boundaries parcels ■ Canada thistle (Cirsium arvense),bull thistle (Cirsium vulgare), and tansy ragwort (Jacobea vulgaris) Scope of Services o Target areas include portions of the Strom (Donner), Golden, Davis, and Mitchell easements. Spot spray with triclopyr in fall at rosette stage. o Dead head flowering plants if found. • English holly(Ilex aquifolium) o Cut-stump or hack-and squirt treatment on known holly plants in late winter/early spring. Cut-stump treat any re-sprouts that are large enough to apply herbicide to the cut stem. If plants are re-sprouting after a previous treatment and the stems are small, cut stems but do not treat with herbicide. + Ivy cultivars(Hedera helix, H. hibernica) o There is one known ivy infestation located on a steep slope at the downstream end of the Mitchell Conservation Easement property on the left bank of Abernathy Creek. No control will be implemented on this infestation in 2023. o There is one location of tree ivy on the Robben (Fogliani) Conservation Easement property along the footpath between the creek and the Foglianis' home near the downstream end of the easement. If this tree is located during holly control, girdle the tree ivy and remove ivy from a 6 foot diameter around the base of the tree. o Survey for additional ivy infestations during holly control in late winter/early spring. If infestations are found, report the location to Columbia Land Trust staff. Control these infestations as directed by Land Trust staff. 2)Provide revegetation services on Abernathy Creek easement properties to restore and enhance riparian habitat as determined necessary by Land Trust staff. If revegetation services arc needed, Land Trust staff(Emily Matson or Noel Plemmons)will provide work specifications including location, timing, and methods. Revegetation services may include one or more of the following: • Site preparation, including but not limited to scalping or spot-spraying planting sites,brush-cutting, and weed-eating. • Planting(bare root or containerized plants) • Installing mulch and/or plant protectors (tubes or cages) • Plant maintenance, including but not limited to mowing or spraying to reduce competing vegetation, installing and/or maintaining plant protectors, and applying deer repellent. Table 1 (below) lists the easement properties, contact information for the property owners, access information, known invasive species infestations, and anticipated revegetation services. Terms of Work It is expected that the Weed Board will use both chemical and mechanical methods for weed control and revegetation services. The Weed Board is responsible for complying with all state and federal regulations regarding herbicide application, and for acquiring any relevant permits. Weed Board will apply best practices for chemical control and will be Scope of'Services responsible for determining methods, herbicides, and concentrations unless specified above or otherwise directed by Land Trust staff. The Weed Board is responsible for getting prior permission from landowners to access properties for all work activities. Weed Board will notify adjacent residential neighbors prior to applying herbicide. Neighbor contact information is included in Table 1. The Weed Board will mobilize all necessary equipment to provide services. It is anticipated that equipment may include the following:backpack sprayers, brush cutters (weed wackers or string trimmers), loppers, hand pruners, machetes, spray bottles, and possibly shovels or other digging tools. If additional materials are needed for revegetation services, such as plants, plant protectors, mulch, or deer repellent, these materials will be provided by the Land Trust unless otherwise agreed upon with the Weed Board. All equipment, including Weed Board personnel's boots, shall be free of noxious weeds upon arrival at the work sites, and shall be free of noxious weeds before de-mobilization. COVID-19 Safety Weed Board employees are aware of COVID-19 safety procedures and will take proper measures to avoid spreading the virus .. Project Schedule Work will be completed throughout the year,with timing of work entries to be determined according to methods used. Project Deliverables Prior to or concurrent with submitting the yearly invoice, the Weed Board will provide the Trust with an annual summary of services performed by easement property, including: • Dates of work • Weed control methods, species, estimated areas treated, and herbicides used • Revegetation tasks performed • Observations about plant survival and threats to plant establishment(competing vegetation, deer browse, etc.)in planting areas on Strom and Davis Easements. Project Budget Total budget is not to exceed $3,220.00 without prior approval from Columbia Land Trust. Scope of Services Budget Estimate Timeframe "I(blank) Grand Total Row Labels T Ex nse Type2 Role Detail Details blank Columbia Land Trust Projection !-'-')Labor I Labor �3Technicians '+I Lead $ (80S.32) $ (80S.32) ±'Tech 2 $ (447.40) $ (447.40) 13staff ,+'(blank) $ (1,788.16) $(1,788.16) LaborTaial $ (3,040.88) $(3,040.88) +±'Travel $ (94.32) $ (94.32) 'Groupl ]Supplies (Herbicides A(blank) $ (30.00) $ (30.00) 'a PPE J(blank) $ (iS.00) $ (1S.00) ,other ;±'(blank) $ (40.00) $ (40.00) Supplies Total $ (85.00) $ (8S.00) 3(blank) Grand Total $ 3,220.20 Scope of Services Table 1: Scope of Services by Conservation Easement Property Site Landowner Name& Easement Treatment Area Known Invasive Access Contact Info Acres outside Easement Species Infestations Area Abernathy Ginnie&Vince Donner 4.10 Edges of field Canada thistle,bull Can drive into south end of field via Donner's Creek- 1791 Island Drive adjacent to thistle,tansy ragwort, gate.Gate is kept locked - contact Donners for Strom Longview,WA 98632 easement area,-1.5 Himalayan blackberry, access. Site is flat. ginnvinn@comcast.net acres knotweed. 360-577-5979 Abernathy Vicki Jeans 2.78 Adjacent field north Canada thistle,bull Can drive in on bridge over private property to Creek- 3124 Maple St. of easement and thistle, tansy ragwort, park at north end of site(north end of field). Golden Longview,WA adjacent area east of Himalayan blackberry, Site is flat. Landowner would likely permit ATV 360-423-9446 easement, -1.5 acres knotweed. use in field,with permission. Todd Golden 1512 Pike St. Centralia,WA 98531 360-508-3925 Abernathy Robert&Sandra Davis 5.53 Field buffer adjacent Canada thistle,bull Drive in on Davis'bridge and driveway; park Creek- 1002 Abernathy Creek Rd to easement, if thistle,tansy ragwort, near barn. Landowner would likely permit ATV Davis Longview,WA 98632 priority species Himalayan blackberry, use if needed along the old road paralleling the 360-577-1043 found. knotweed,re- site on upland side. sprouting holly. Abernathy Monty Mitchell(Jim's 3.18 Field buffer adjacent Canada thistle,bull Walk-in access to upstream end of site from Creek- son) to easement on east thistle,tansy ragwort, the Davis property. For drive-in access, Mitchell 124 Greenridge Dr. and west sides. Himalayan blackberry, landowner lives out of the state but permits Dalton MA 1226(413)684- knotweed,ivy, access via driveway at downstream end of 2156 possibly re-sprouting easement.Contact neighbor, Dick Peters,to holly. open the gate after obtaining permission from Monty. Dick Peters: 360-577-4584.There is also a pullout along Abernathy Creek Road. Scope of Services Site Landowner Name& Easement Treatment Area Known Invasive Access Contact Info Acres outside Easement Species Infestations Area Abernathy Mike Smith 1.32 Small buffer along Canada thistle,bull Park along Mike Smith's driveway at upstream Creek- 101 Slide Creek Rd north and upland thistle,tansy ragwort, end of site,with permission from Mike Veys North Longview,Washington edges of knotweed,Himalayan (driveway is gated).Easement area is mostly 98632 conservation blackberry(north flat; adjacent upland is moderately sloped. Phone: (360)751-1850 easement,if needed. edge and upland). m.smithl@live.com Abernathy Frank Anderson 2.68 Small buffer along Canada thistle,bull Landowner does not live on site,but relatives Creek- 72683 Beaver Springs Rd upland edge of thistle,tansy ragwort, do. Foot access via Veys North easement(Smith Veys South Rainier,Oregon 97148 conservation knotweed, Himalayan property).Alternative drive-in access available, 503-556-0089 easement,if needed. blackberry(in upland). with permission,via neighbor Oscar Mitchell's forest road. Notify Oscar Mitchell prior to access: 157 Slide Creek Road,Longview,WA 98632. Site is steep in portions. Abernathy Al Fogliani&Lisa Ruther 5.33 Small buffer along Canada thistle,bull Foot access via creek.Alternative access Creek- PO Box 2834 upland edge of thistle,tansy ragwort, available,with permission,via neighbor Oscar Robben Longview,Washington conservation knotweed,Himalayan Mitchell's forest road.Notify Oscar Mitchell 98632 easement,if needed. blackberry(in upland), prior to access:157 Slide Creek Road, Longview, lisa.ruther@gmail.com ivy,holly(few plants in WA 98632. Site is steep in portions. upland). Scope of Services Scope of Services