7-1-3U AGREEMENT BETWEEN THE TOWN OF BATH BLOCKAGE REMOVAL WORK  THE WEST VIRGINIA CONSERVATION. AGENCY AND  CONCERNING STREAM RESTORATION, BANK STABILIZATION AND  THIS 7-1-3U Agreement (Agreement) is made this 27th day ofJuly, 2021 by and between the West Virginia Conservation Agency (WVCA) and the Town of Bath, a political subdivision of the State of West Virginia, (XCC). Authority to enteri into this Agreement is found in W.Va. WHEREAS, West Virginia has experienced disastrous flood events that have devastated the state WHEREAS, there exists a substantial need toj protect people and property from floods, to respond to the effects of flooding, to minimize stream bank erosion and engage ini flood  Code $19-21A-4 and W.Va. Code $7-1-3u.  and her citizenry; and  prevention; and  WHEREAS, counties and municipalities have the authority to undertake works ofimprovement, toj protect people and property from floods through a variety ofi methods, including the rechanneling and dredging of streams; removal of accumulated debris, snags, sandbars, rocks and any other kinds of obstructions; and to carry out erosion and sedimentation control measures WHEREAS, the WVCAI has the technical expertise to assist counties and municipalities with WHEREAS, the need for such assistance can best be met through cooperative efforts oft the  and programs; and  meeting this authority; and Town of Bath and the WVCA;  NOW,THEREFORE, it is hereby agreed between the parties as follows:  I. DEFINED TERMS  As used throughout this Agreement, the following terms have the meaning set forth below: A. "West Virginia Conservation Agency" means the administrative office oft the State B. "Executive Director oft the WVCA" means the Administrator oft the West Virginia C. "The Town ofBath," ," means a political subdivision of the state created and defined by W.  Conservation Committee as provided for by W.Va. Code $19-21A-4. Conservation Agency as set forth in W.Va. Code $19-21A-4.  Va. Code $7-1-1.  1    D. "Stream" means any watercourse, distinguishable by banks and a bed, regardless ofits size, which water flows continually or intermittently, regàrdless ofits volume.  E. money. F.  "In-kind" refers toj payment, distribution or substitution of goods and services in lieu of : Sub-agreement" means those subordinate agreements entered into between the parties relating to a specific site, or sites, eligible for assistance. Sub-agreements shall include pertinent  :  details for each site. II. COVENANTS  A. Scope. This agreement covers all work necessary to design and construct projects contemplated under W.Va. Code $7-1-3u. Subordinate agreements (Sub-agreements) will be developed for each project and contain the full scope of work for each site. B. Cost Share Funding. WVCA and the Town ofl Bath have agreed to jointly fund work in accordance with a funding formula that will be negotiated for each project and included in the C. The Town of Bath may provide "in-kind" services or goods in lieu of cash payments to D. None of the stream or bank stabilization projects contemplated under this agreement E. All oft the projects contemplated under this agreement shall have their own Sub- agreement that will include, but is not limited to specific scope ofwork, budget and cost share funding. Not all sub-agreements will contain all possible terms and conditions.  Sub-agreement developed for each planned project. complete projects contemplated under this agreement. involve the taking of land through imminent domain.  III. FUNDING CONTINGENCY  This agreement is contingent upon both WVCA and the Town ofl Bath's availability of funds.  IV.THE Town of Bath SHALL:  1. Identify and prioritize potential sites, as requested.  2. Provide an agreed upon portion of cost-share funding, as determined by the negotiated 3. Provide competitive contracting services associated with each project, with the assistancè ofWVCA, including, but not limited to advertising and awarding construction contracts to complete the agreed upon projects using the attached 7-1-3U Projects Contracts Policy  funding formula for each project.  2    and Procedures, which have been adopted by the Town of Bath: for this Agreement and 4. Rely on their legislatively granted authority to access the land necessary to implement the 5. Obtain all necessary permits to complete the agreed upon project, as requested. 6. Identify temporary and permanent disposal sites ini the county.  all 7-1-3U Sub-agreements between the parties.  agreed upon projects.  V.THE WVCA SHALL:  1. Provide technical assistance for the Scope of Work to be completed including permit, design, construction oversight, final inspection, and acceptance oft the work performed. 2. Provide technical and administrative support to the Town ofl Bath in the performance of their contracting services, to include final review and concurrence ofthe construction contract and final payout to the contractor in accordance with 7-1-3U Projects Contracts. 3. Provide engineering services to include contract review, project oversight, inspection of: the work, and final acceptance oft the work performed under the contract. 4. Pay its own administrative, engineering, and legal costs associated with carrying out its 5. Provide an agreed upon portion of cost-share funding, as determined by the negotiated  Policy and Procedure.  duties and responsibilities. funding formula for each project.  VI. PROJECTS  1.A committee representing WVCA and the Town of Bath will meet to discuss the Towin ofBath's potential site list to determine project suitability and funding availability, and to prepare aj recommendation for the Town of] Bath to accept or reject, as a governing body: 2. The Town of] Bath may reject the committee's recommendation on aj project and may elect to complete said project ati its own cost. In such cases, to the extent practicable, WVCA will provide technical assistance, but no cost-share funding. 3. The Town ofBath may reject a project and still move forward under this Agreement  for all approved projects.  3    VII. PRINCIPAL CONTACTS:  The parties agree to identify principal contacts for communication purposes related to this Agreement. Should these principal contacts change, the parties agree to notify one another as  soon as practicable. For SCC/WVCA: Administrative Name: Angela R. Tackett Title: Fiscal Services Manager WV Conservation Agency Address: 1900 Kanawha Blvd East Charleston, WV 25305 Telephone: 304-957-2983 Email: ntackettQwyca.us Technical Name: Gene Saurborn Title: Director of Watershed Projects Address: 201 Scott Avenue Morgantown, WV 26508 Telephone: 304-285-3118 Email: GSaurborn@yca.us  For Town of] Bath: Administrative Name: Sharron Corrick Title: Town Clerk Address: 271 Wilkes Street Address: Berkeley Springs, WV: 25411 Telephone: 304-258-1102 Email: Toynolbati@ydainet  Technical: Name: Title: Address: Telephone: Email:  VIII. BILLING AND PAYMENT  1.  WVCA agrees to pay their portion of the cost-share funding, within forty-five (45) days ofreceipt ofboth 1) a satisfactory final inspection of the project by WVCA, and 2)a The Town of] Bath agrees toj pay its portion of the cost share funding, within forty-five (45) days of receipt ofboth 1) as satisfactory final inspection oft the project by WVCA, Advancement of up to one hundred percent (100%) oft the construction funds to the Town ofl Bath from WVCA may be available for some projects, at the sole discretion of WVCA. Should an advancement be requested by the Town of Bath, WVCA shall take such measures and necessary steps toj protect those funds and meet the requirements of the WV State Auditor's Office for advancements in the project Sub-agreement.  properly documented and complete invoice.  2.  and 2) a properly documented and complete invoice.  3.  4    VIIII. AMENDMENTS  This Agreement may be amended upon the terms reached in conference upon notice by each party to the other. Such amendment conference shall be attended by the Mayor oft the Town of Bath, the Executive Director WVCA and held within ten (10) days after the giving of notice as aforesaid, should any party fail to attend a properly noticed amendment conference, the proposed amendment shall not act to amend this Agreement. For an amendment to take effect it shall be 1)in writing, 2) attached to this Agreement as an addendum hereto, and 3) include the signature:  ofeach party to this Agreement.  IX. EFFECTIVE DATE. AND TERMINATION  This Agreement becomes effective on the date last signed by the parties and will remain in effect for five (5)years from the effective date. After five years, this Agreement shall be reevaluated. Each party may seek to terminate this agreement at any time, provided that at least thirty (30) days prior written notice oft the effective date of termination is given to the other parties.  X. LEGAL NOTICE. by certified or registered mail to the Town ofBath at: Town of Bath Attn: Scott Merki, Mayor 271 WILKES STREET BERKELEY SPRINGS, WV25411 to the WVCA at: WV Conservation Agency Attn: Brian Farkas, Executive Director 1900 Kanawha Blvd., East Charleston WV25305 XI. MISCELLANEOUS  Any legal notices required to be given under this Agreement shall be delivered in person or sent  1. This agreement does not confer any rights or benefits on any third party. 2. This agreement shall be governed by the laws of West Virginia.  3. The terms of this agreement are not intended to alter, amend, or rescind any provisions of State law. Any provision of this agreement, which conflicts with State law, will be null and  void.  5    4. Insofar as any condition or term of this agreement is found, by a court of competent jurisdiction, to be unlawful, the remaining terms and conditions remain in full force and IN WITNESS WHEREOF, the parties hereto have caused this 7-1-3U Agreement to be executed by their duly authorized representatives. The effective date oft this Agreement is the date of last  effect.  signature. TOWN OF BATH By: Jthemek SCOTTMERKI MAYOR  Toly 27  2021  WEST VIRGINIA CONSERVATION AGENCY  By:  2021  BRIAN FARKAS EXECUTIVE DIRECTOR  6