03-098.01 SRTMC AGREEMENT NO. GCA 1450,AMENDMENT NO. 1
This Amendment No. 1 to agreement No. GCA 1450 is made and entered into among the
Washington State Department of Transportation,hereafter the "WSDOT," Spokane County,the
City of Spokane, WA , the Spokane Transit Authority("STA"), City of Spokane Valley ("COSV"),
and the Spokane Regional Transportation Council("SRTC"), collectively referred to as the "Parties"
and individually referred to as the "Party".
WHEREAS,the Parties previously entered into agreement, GCA 1450 ("the agreement") on
October 1, 1998,which created the Spokane Regional Transportation Systems Center Operating
Board ("Operating Board"), and
WHEREAS, SRTC was not a signatory to the agreement and has requested to be added as an ex
officio party to the agreement, and
WHEREAS, COSV was incorporated on March 31, 2003 and was not a Party to the agreement, but
is now being added as a Party, and
WHEREAS, the Parties agree to add COSV as a Party and further desire to change the name of the
Spokane Regional Transportation Systems Center Operating Board to the Spokane Regional
Transportation Management Center(SRTMC) Operating Board, and
WHEREAS, it is necessary to amend the agreement to add the COSV and to change the name of
the Operating Board to SRTMC Operating Board, and
WHEREAS, SRTC wishes to eliminate its administrative duties under the agreement, and
WHEREAS, a trial period is deemed necessary to evaluate the effectiveness of this agreement.
NOW, THEREFORE,pursuant to chapter 39.34 RCW, the above recitals are incorporated herein as
if set forth below, and in consideration of the terms, conditions, covenants and performances
contained herein, or attached and incorporated and made a part hereof,
IT IS MUTUALLY AGREED AS FOLLOWS:
Agreement GCA 1450 ("the agreement"),pursuant to Section 11, is hereby amended as follows:
1. If not otherwise addressed, any references to a regional transportation systems center will be
changed to Spokane Regional Transportation Management Center. Any reference to TEA21 will be
changed to MAP21.
2. The City of Spokane Valley("COSV") is hereby made a Party to the agreement. COSV
agrees to be bound by and shall comply with all of the terms contained in the agreement, including
this Amendment No. 1 with the exception that member funds will not be collected through the term
of this Amendment No 1.
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3. Section 1 is deleted in its entirety and is replaced with the following:
A voluntary association and joint board, comprised of professional representatives of the SRTC (ex
officio,non-voting member), Spokane County,the City of Spokane, COSV, WSDOT, and STA, is
hereby created and shall be known as the Spokane Regional Transportation Management Center
(SRTMC) Operating Board. All references to the Operating Board shall be a reference to SRTMC
Operating Board.
4. Section 2 is deleted in its entirety and is replaced with the following:
•
Recognizing that coordinated system management of transportation facilities of Spokane
County,the City of Spokane, COSV, WSDOT and STA, are necessarily interwoven and
interdependent and that the interests of all citizens will best be served by a coordinated and
cooperative transportation system,the SRTMC Operating Board is established to facilitate
such appropriate coordination and cooperation and to provide for continuing area wide
transportation system management and traffic surveillance.
The SRTMC Operating Board is not authorized to in any way supersede the authority vested
in the SRTC, Spokane County, City of Spokane, COSV, WSDOT, STA, or future members,
if any, but is intended to meet the prerequisites of federal transportation legislation requiring
the development of an integrated congestion management system to manage existing traffic
congestion and help to prevent new congestion from occurring.
5. Section 4 is deleted in its entirety and replaced with the following:
The SRTMC Operating Board's jurisdictional area shall consist of all incorporated and
unincorporated areas of Spokane County Washington and may include contiguous areas
across the county or state boundaries as deemed appropriate by the SRTMC Operating
Board, and which meet the criteria of State and/or Federal Transportation Legislation.
WSDOT may further utilize the SRTMC for traffic operations management through the
entire Eastern Region and will coordinate with other TMC's which may have operational
areas extending outside the SRTMC jurisdictional area. This work will be funded solely by
WSDOT and not through use of member funds or grants associated with the SRTMC.
6. Section 5 reference to Transportation Manager will be changed to Executive
Director.
7. Section 7 is deleted in its entirety and is replaced with the following:
The staff as necessary to conduct work programs of the SRTMC consistent with this agreement
shall be arranged for by the SRTMC Operating Board in coordination with the member
jurisdictions. The jointly funded staff shall serve under the direction of the SRTMC Operating
Board, and shall be responsible for conducting activities necessary to carry out the work program as
directed by the SRTMC Operating Board. Staff performing work duties outside the SRTMC
jurisdictional area for WSDOT will be funded solely by WSDOT.
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The SRTMC Operating Board will consider and approve as appropriate application(s) for or
acceptance of any grants to carry out those functions set forth in Section 3 hereinabove. Provided,
however, in instances where a grant application must be submitted prior to the next regularly
scheduled meeting of the SRTMC Operating Board such that timely SRTMC Operating Board
approval cannot be obtained,the grant application may still be submitted with approval of the chair
and vice-chair of the SRTMC Operating Board.
Employees assigned to the SRTMC shall be hired and discharged by their respective agencies.
The SRTMC support services such as requisitioning and purchasing, payment of expenditures,
accounting, computer processing, and others as deemed necessary will be provided by WSDOT.
Legal counsel will be contracted out as agreed by the SRTMC Operating Board.
Insurance will be provided for employees by their respective agencies.
8. Section 8,paragraphs 2 and 3, are deleted in their entirety and replaced with the following:
The work program shall be approved by November 1 of the preceding year. The work program and
budget of the SRTMC may be amended by a majority vote of the SRTMC Operating Board,
provided such amendment is within the funding authorized for use of the SRTMC.
The SRTMC Operating Board, in conjunction with the SRTMC Manager, will develop detailed
work and financial plans with measurable milestones. Both the performance of the SRTMC
Operating Board and the SRTMC Manager will be evaluated against the milestones. With
consideration of the performance review,the Operating Board will vote on continuing the
agreement during the October 2015 Operations Board meeting and may direct the SRTMC
Manager to begin preparation of the 2016 Financial Plan, Work Program, and Budget. The 2016
Financial Plan, Work Program, and Budget shall be submitted by the SRTMC Manager to the
Operating Board by November 1, 2015.
WSDOT shall accept the remaining member funds from the SRTC to be expended at the direction
of the SRTMC Operating Board through the term of this Amendment No. 1. Member funds not
utilized during the term of Amendment No. 1 shall be returned by WSDOT to each member agency
equally. No additional member funds will be collected through the term of Amendment No. 1.
WSDOT shall report on member funds regularly to the SRTMC Operating Board.
9. Section 9, Paragraphs 1, 2, 3 and 4 are deleted in their entirety and replaced with the
following:
It is anticipated that most projects and programs of the SRTMC Operating Board will involve
benefits to its members. No costs shall be divided amongst the members through the term of this
Amendment No. 1 unless unanimous approval is granted by the SRTMC Operating Board;provided
SRTC shall not be required to make any financial contribution to the SRTMC Operating Board.
Any additional agency joining the SRTMC Operating Board as a member through the term of
Amendment No. 1 shall not be required to make a financial contribution to the SRTMC.
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WSDOT may make expenditures in accordance with the approved SRTMC budget and work plan
as approved by the SRTMC Operating Board, shall maintain records of expenditures, and shall
report regularly to the SRTMC Operating Board on budget activity.
Payment of all claims shall be approved monthly by the SRTMC Operating Board. Such claims,
with proper declarations required by law, shall then be certified for payment by WSDOT.
10. Section 10,paragraph 2 is deleted in its entirety.
11. Section 12 is amended as follows: The SRTC, City of Spokane, Spokane County, COSV,
WSDOT, or STA,may terminate membership in the SRTMC by giving written notice to the
SRTMC Board Chair.
A trial period that ends December 31, 2015 is established to ascertain if the SRTMC and the
SRTMC Operating Board will function as intended beyond the trial period. This agreement will
terminate on December 31, 2015. Depending on the outcome of the Operations Board vote
referenced in section 8 above, an Amendment No. 2 would have to be completed by November 1,
2015. This Amendment No. 2 would allow the SRTMC and SRTMC Operating Board to continue
operating, or instead set a timeline and direction to dissolve the agreement and to logically
dismantle the current structure.
If the agreement ends, WSDOT will expend the following grant funds as deemed appropriate by the
SRTMC Operating Board:
1) All grants that were obligated prior to January 1, 2015;
2) If the SRTMC agreement discontinues,the 2017-2019 STP Non-Roadway grant titled SRTMC
Operations and Maintenance ($1,267,900)will be returned to SRTC.
Following completion of items 1 and 2 above, WSDOT would notify SRTC that any unspent grant
funds held by WSDOT will be returned to SRTC.
There is nothing restricting any agency from forming a new agreement for similar purposes as the
SRTMC.
12. Section 15 Legal Relations is added:
Individually, each Party shall protect, defend, indemnify, and save harmless each other Party, its
officers, officials, employees, and agents from any and all costs, claims,judgment, and/or awards of
damages resulting from the negligent acts or omissions of its officers, officials, employees, and
agents acting within the scope of their employment and arising out of or in connection with the
performance of this agreement.
In the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of more than one Party, their, officers,
officials, employees, and agents, an individual Party's liability hereunder shall be only to the extent
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of that Party's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes a Party's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purpose of this indemnification provision. This limited
waiver has been mutually negotiated by the parties. The provisions of thissection shall survive the
expiration or termination of this agreement.
13. All other terms and conditions of agreement shall remain in full force and effect except as
modified by this Amendment No. 1.
14. This Amendment No. 1 may be executed in any number of counterparts, each of which, when
so executed and delivered to the other Parties, shall be an original, but such counterparts shall
together constitute but one and the same.
IN WITNESS WHEREOF,the Parties hereto have executed this Amendment No. 1 as of the
Party's date last signed below.
STATE OF WASHINGTON SPOKANE COUNTY
DEPARTMENT OF TRANSPORTATION ADOPTED by the Board of County
Commissioners of Spokane County,
Washington this_day of ,2015.
By By:
Keith A. Metcalf, P.E. Todd Mielke, Chair
Eastern Region, Regional Administrator
By:
Date: =� � 5 Shelly O'Quinn, Vice-Chair
APPROVED AS TO FORM By:
r f Al French, Commissioner
By: -
Frank Hruban, Assistant Attorney General
ATTEST:
f ,
Date: 3J<<f By:
1 Clerk of the Board
Date:
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of that Party's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes a Party's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purpose of this indemnification provision. This limited
waiver has been mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this agreement.
13. All other terms and conditions of agreement shall remain in full force and effect except as
modified by this Amendment No. 1.
14. This Amendment No. 1 may be executed in any number of counterparts, each of which, when
so executed and delivered to the other Parties, shall be an original, but such counterparts shall
together constitute but one and the same.
IN WITNESS WHEREOF,the Parties hereto have executed this Amendment No. 1 as of the
Party's date last signed below.
STATE OF WASHINGTON SPOKANE COUNTY
DEPARTMENT OF TRANSPORTATION ADOPTED by the Board of County
Commissioners of Spokane County,, '� I,,
Washington this 3151-day of I V IO. 1ZJ . , 2015.
By:
Keith A. Metcalf, P.E. Tod. ielke, C a'
Eastern Region, Regional Administrator 41 ' III
By: A !Date: Shell '� — e-Chair
APPROVED AS TO FORM By: il _ /
Al French, ort iissioner
By:
Frank Hruban, Assistant Attorney General
ATTEST:
Date: By; A, <..��t
Clerkof the Board o� co jssl 'i+�
• 31. 2015 4-49 f 6o&401,„
Date: i co y • 0:
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S' S•E•A•?.. 4.7-.1 i
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CITY OF SPOKANE CITY OF SPOKANE VALLEY
By:l.U3 4. By:
Date: / L'bJ Date:
ATTEST' ATTEST:
By: Pti�h By:
City Clerk City Clerk
Date: Y42-6( 11---- Date:
APPROVED A TO FORM APPROVED AS TO FORM
By: tilt" 14144r.
By:
Assistant Ci Attorney Office of the City Attorney
Date: Q / Z/As- Date:
SPOKANE REGIONAL SPOKANE TRANSIT AUTHORITY
TRANSPORTATION COUNCIL
By: By:
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By:
• SRTC Attorney Spokane Transit Authority Attorney
Date: Date:
=W
sV ..
l
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CITY OF SPOKANE CITY OF SPOKANE VALLEY
By: By:
Date: Date:
ATTEST: ATTEST:
By: By:
City Clerk City Clerk
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By:
Assistant City Attorney Office of the City Attorney
Date: Date:
SPOKANE REGIONAL SPOKANE TRANSIT AUTHORITY
TRANSPORTATIO)N C UNCIL
By: (w By:
Date: H/ci/ Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By:
SRTCorneyiO6'27-- Spokane Transit Authority Attorney
Date: L/r. 0 ./J--- Date:
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CITY OF SPOKANE CITY •F SPOKANE VALLEY
By: By. •/' �.
Date: Date: '4"2-c//3 ---
ATTEST: ATTEST:
By: By: C ---
City Clerk t1City Clerk
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By: C---yF i
Assistant City Attorney Office of tlje Ci orney
Date: Date: V
SPOKANE REGIONAL SPOKANE TRANSIT AUTHORITY
TRANSPORTATION COUNCIL
By: By:
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By:
SRTC Attorney Spokane Transit Authority Attorney
Date: Date:
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CITY OF SPOKANE CITY OF SPOKANE VALLEY
By: By:
Date: Date:
ATTEST: ATTEST:
By: By:
City Clerk City Clerk
Date: Date:
APPROVED AS TO FORM APPROVED AS TO FORM
By: By:
Assistant City Attorney Office of the City Attorney
Date: Date:
SPOKANE REGIONAL SPOKANE TRANSIT AUTHORITY
TRANSPORTATION COUNCIL
By: By:
Date: Date: q—Z � - /5
APPROVED AS TO FORM APPROVED AS TO FOink
'.
By: By•.:7,21P _ AM*
SRTC Attorney Spokane Transit Authority Attorney
Date: Date: '2% -D3- 15
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