16-172.00 Spokane Regional Transportation Mgmt Center (SRTMC) INTERLOCAL AGREEMENT REGARDING THE CREATION, OPERATIONS AND
MANAGEMENT OF THE SPOKANE REGIONAL TRANSPORTATION MANAGEMENT
CENTER
WSDOT NO. GCB 2457
This Interlocal Agreement (Agreement) is made and entered into among the Washington State
Department of Transportation (WSDOT); Spokane County, Washington; the City of Spokane,
Washington (COS); the Spokane Transit Authority (STA); the City of Spokane Valley,
Washington (COSV); and the Spokane Regional Transportation Council (SRTC), collectively
referred to as the Members and individually referred to as a Member, for the purposes of
formalizing the creation, operations and management of the Spokane Regional Transportation
Management Center(SRTMC).
RECITALS
A. Pursuant to the provisions of chapter 39.34 RCW,two or more public entities may jointly
cooperate with one another to perform functions that each may individually perform.
B. The SRTC is the federally designated Metropolitan Planning Organization and the State
designated Regional Transportation Planning Organization for Spokane County that plays a
critical role in the regional transportation planning process.
C. The Members, other than the SRTC, operate transportation facilities in the Spokane
region that are necessarily interwoven and interdependent. The interest of the traveling public
will best be served by coordinating the Members' transportation systems as a whole.
D. The Members have been operating and maintaining the Spokane Regional Transportation
Management Center (SRTMC) pursuant to WSDOT contract number GCA 1450, dated October
1, 1998, as amended by Amendment No. 1, with an effective date of April 30, 2015, and
Amendment No. 2, with an effective date of December 22, 2015 (collectively referred to as GCA
1450).
E. The SRTMC is a regional transportation management system that provides traveler
information and traffic management services on the Spokane regional transportation system to
allow a seamless multi-modal commute across the jurisdictional boundaries of the participating
Members.
F. The SRTMC also allows the Members to individually or collectively pursue federal and
state funding for the regional transportation system, including but not limited to the funding of
the SRTMC itself.
G. The Members desire to continue to operate and maintain the SRTMC under this
Agreement,which will replace and supersede GCA 1450.
NOW, THEREFORE, in consideration of the terms, conditions, covenants and performances
contained herein, IT IS MUTUALLY AGREED AS FOLLOWS:
SRTMC Interlocal Page 1 of 12
AGREEMENT
Section 1: Purpose; SRTMC Regional Area
1.1 Purpose. The purpose of this Agreement is to create and establish the framework to
manage and operate the SRTMC to:
1.1.1 Continue the coordinated system management of transportation facilities of
Spokane County, COS, COSV, WSDOT and STA;
1.1.2 Establish a transportation management center for the Spokane County area that
complies with applicable federal and state transportation legislation;
1.1.3 Facilitate the storage and distribution of regional traffic data amongst the
Members; and
1.1.4 Facilitate the solicitation of funding for the SRTMC.
1.2 SRTMC Regional Area
1.2.1 The regional area covered by this Agreement shall consist of all incorporated and
unincorporated areas of Spokane County, Washington and may include contiguous areas across
the county or state of Washington (State) boundaries, as deemed appropriate by the Operating
Board, and which meet the criteria of State and/or federal transportation legislation (Regional
Area).
1.2.2 WSDOT may further utilize the SRTMC for traffic operations management
through the entire WSDOT Eastern Region and may coordinate with other transportation
management centers that may have operational areas extending outside the Regional Area. This
work shall be funded solely by WSDOT and not through use of Member funds or grants
associated with the SRTMC.
Section 2: Term,Termination,Withdrawal
2.1 Term. The duration of this Agreement shall be indefinite, subject to termination as
provided elsewhere herein.
2.2 Termination. This Agreement may be terminated in whole or in part by written
agreement executed by the then existing Members. If the Agreement is so terminated, the
Members shall be liable only for performance rendered or costs incurred in accordance with the
terms of this Agreement prior to the effective date of termination.
2.3 Member Withdrawal. Any Member may withdraw from this Agreement by giving
written notice to the Operating Board Chair prior to August 1St of any year. The withdrawal shall
be effective January 1St of the subsequent year. If a Member so withdraws, the withdrawing
SRTMC Interlocal Page 2 of 12
Member shall be liable only for performance rendered or costs incurred in accordance with the
terms of this Agreement prior to the effective date of withdrawal.
Section 3: Organization
3.1 Voluntary Association. The Members intend with this Agreement to create a voluntary
association known as SRTMC amongst themselves that will be governed by a joint board
comprised of professional representatives from each Member.
3.2 SRTMC Operating Board.
3.2.1 The Members hereby create the SRTMC Operating Board (Operating Board) that
will govern the operations of the SRTMC as provided herein.
3.2.2 It is the intent of the Members in creating the Operating Board 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. As such, the Operating Board shall direct the functions of the
transportation management center for the Regional Area, including but not limited to, those
functions set forth in applicable federal transportation legislation.
3.2.3 Each Member shall appoint a professional representative to the Operating Board
who holds a position within its organization that has authority to make decisions related to
transportation operations for their respective agency/jurisdiction.
3.2.4 Alternate Operating Board representatives may serve in the absence of the
designated representative so long as the alternate representative has similar authority to act
on behalf of the appointing Member's parent agency.
3.2.5 The Operating Board shall adopt rules regarding the election of officers that shall
include, at a minimum, a chair and vice-chair.
3.2.6 The SRTC board member shall serve in an ex officio, non-voting Member
capacity. All other Members shall be voting Members.
3.3 SRTMC Executive Board.
3.3.1 The Members hereby create the SRTMC Executive Board (Executive Board) that
will govern the Operating Board of the SRTMC as provided herein.
3.3.2 It is the intent of the Members in creating the Executive Board to provide
oversight of the Operating Board and their duties and provide approvals of the annual budget and
work plan.
Pae3of12
SRTMC Interlocal g
v
3.3.3 Each Member shall appoint a representative to the Executive Board who holds a
position within its organization that has signing authority to approve decisions on behalf of
each Member agency.
3.3.4 Alternate Executive Board representatives may serve in the absence of the
designated representative so long as the alternate representative has similar signing
authority to act on behalf of the appointing Member agency.
3.4 Limitations. The Operating Board is not authorized, in any way, to supersede the legal
authority vested in the SRTC, Spokane County, COS, COSV, WSDOT, STA, or any future
entity that becomes a Member to this Agreement.
3.5 Adding new members to the Operating Board.
The Operating Board with concurrence from the Executive Board may add Members to SRTMC
by at least a 75%vote. Upon receiving at least a 75%vote,the new Members shall enter into this
Agreement.
Section 4: Operating Board Powers and Functions
The functions, responsibilities, and powers of Operating Board shall be as follows:
4.1 Meetings
4.1.1 The Operating Board shall hold regular meetings. The chair of the Operating
Board may call special meetings or executive sessions or shall call a special meeting at the
request of a majority of the Operating Board.
4.1.2 The Operating Board shall adopt rules for the conduct of its business
consistent with this Agreement and such rules shall prescribe, among other matters, the
place of meetings, the methods of providing reasonable notice to Members thereof, and what
constitutes a quorum for the purpose of transacting business. Such rules shall be adopted and
may be amended by ratification of at least 75% of the then total number of voting
Members of the Operating Board or by amendment to this Agreement as provided
elsewhere herein.
4.1.3 All meetings of the Operating Board shall be open to the public as required
by chapter 42.30 RCW.
4.2 The Operating Board shall direct the functions of the transportation management center
for the Regional Area that are required to comply with applicable federal and state transportation
legislation.
4.3 The Operating Board shall oversee the preparation and updating of the regional
intelligent transportation plans, including but not limited to, the Regional Transportation
Incident Management Program, and the Regional Intelligent Transportation System Architecture
Plan.
SRTMC Interlocal Page 4 of 12
4.4 The Operating Board shall administer approved regional transportation projects and
programs that facilitate operations of the SRTMC.
4.5 The Operating Board shall direct such other transportation systems management related
function as the Operating Board may hereinafter determine to be in the best interest of the
SRTMC.
4.6 Funding
4.6.1 The Operating Board may utilize funding from federal and state governmental
grants-in-aid and donations in accordance with the terms and conditions of such funding and to
the extent such funds further the regional transportation management systems.
4.6.2 The Operating Board shall consider and approve, as appropriate, applications for
or acceptance of any grants to carry out those functions of the SRTMC.
4.6.3 The SRTMC shall be funded by Grants except for those operations which occur
outside the Regional Area. These operations shall be funded wholly by WSDOT. In the event
grants are not available or obtained, Members shall have a choice of determining a funding
solution at that time or opting out of the Agreement.
4.6.4 Each voting Member will pay dues in the sum of up to $15,000 per year. The dues
for voting Members may be modified by at least a 75%vote of the Executive Board.
4.7 Work Plan and Annual Budget
4.7.1 The Operating Board, in conjunction with the SRTMC Manager, will develop
detailed work and financial plans/budget with measurable milestones for the operation and
maintenance of the SRTMC.
for and
4.7.2 The Operating Board shall recommend approval of the workplanbudget
approval by the Executive Board by November 1 of the preceding year.
4.7.3 The Operating Board may amend the SRTMC work program and financial
plans/budget by a majority vote, provided such an amendment is approved by the Executive
Board and is within the funding authorized for use of the SRTMC.
4.8 The Operating Board shall authorize payment of costs incurred by a Member for
authorized SRTMC activities.
4.9 The Operating Board may contract for legal counsel for the SRTMC and the Operating
Board, as needed.
Section 5: Executive Board Powers and Functions
The functions, responsibilities, and powers of the Executive Board shall be as follows:
SRTMC Interlocal Page 5 of 12
5.1 The Executive Board shall hold regular meetings. The chair of the Operating Board
may call special meetings or executive sessions or shall call a special meeting at the request of
a majority of the Executive Board.
5.2 All meetings of the Executive Board shall be open to the public as required by
chapter 42.30 RCW.
5.3 The Executive Board shall oversee the functions of the Operating Board.
5.4 The Executive Board shall approve any Member dues that the Operating Board
recommends.
5.5 The Executive Board will evaluate the performance of the Operating Board and the
SRTMC Manager against the work plan, budget and measurable milestones.
Section 6: SRTMC Staffing and Operations
6.1 Staff necessary to perform the SRTMC work, as identified in the approved work plans
and as consistent with this Agreement, shall be Member employees as designated by the
respective Member. Member employees assigned to the SRTMC staff shall be hired and
discharged by their respective Member. In addition, insurance will be provided for employees by
their respective Member.
6.2 The SRTMC manager shall serve under the general guidance of the Operating Board and
shall be responsible for conducting activities necessary to carry out the work program as
approved by the Operating Board.
6.3 The Operating Board shall have input to the SRTMC Manager's evaluation. If the
Operating Board is not satisfied with the performance of the SRTMC Manager, they may direct a
letter of concern to the Member that employs the SRTMC Manager. That Member shall have 90
days to resolve the Operating Board's concerns. If after 90 days the concerns are not resolved,
the concerns shall be raised to the SRTMC Executive Board for resolution. The performance
issue shall be included in the SRTMC Manager's evaluation, but the 90 day resolution period
will not delay evaluation closeout.
6.4 SRTMC staff performing work within the Regional Area shall be funded in accordance
with the budget adopted by the SRTMC. SRTMC staff that also performs work duties for
WSDOT outside the Regional Area shall be funded solely by WSDOT.
6.5 WSDOT is hereby authorized to make expenditures in accordance with the approved
SRTMC budget and work plan as approved by the SRTMC Operating Board. WSDOT shall
maintain records of expenditures, and shall report regularly to the Operating Board on budget
activity.
SRTMC Interlocal Page 6 of 12
Section 7: Treatment of Assets
7.1 Title to all property furnished by a Member shall remain with that Member, unless
otherwise agreed to in writing.
7.2 All property that Members have installed in the field shall remain the property of that
Member.
7.3 In the event the Members determine to disband SRTMC, all property that has been
installed at the SRTMC may be transferred to the entity that continues to operate the SRTMC for
the region. If no entity continues to operate the SRTMC for the region, all property that has been
installed at the SRTMC shall be divided equally amongst the Members that have paid for
equipment installation.
Section 8: Maintenance of Records
8.1 The Members to this Agreement shall each maintain books, records, documents and other
evidence that sufficiently and properly reflect all direct and indirect costs expended by each
Member in the performance of the service(s) described herein. These records shall be subject to
inspection, review or audit by personnel of each Member, other personnel duly authorized by
each Member, the Office of the State Auditor, and federal officials so authorized by law. All
books,records, documents, and other material relevant to this Agreement shall be retained for six
years after expiration of Agreement. The Office of the State Auditor, federal auditors, and any
persons duly authorized by the Members shall have full access and the right to examine any of
these materials during this period.
8.2 If any litigation, claim or audit is started before the expiration of the six (6) year period,
the records shall be retained for either one (1) year following the termination of litigation,
including all appeals, or six (6) years from the date of expiration or termination of this
Agreement,whichever is later.
8.3 Records and other documents, in any medium, furnished by one Member to this
Agreement to another Member, will remain the property of the furnishing Member, unless
otherwise agreed. The receiving Member shall not disclose or make available any confidential
information to any third party without first giving notice to the furnishing Member and giving it
a reasonable opportunity to respond. Each Member shall utilize reasonable security procedures
and protections to assure that records and documents provided by the other Member are not
erroneously disclosed to third parties. However, the Members acknowledge that the Members
are subject to chapter 42.56 RCW,the Public Records Act.
Section 9: Legal Relations
9.1 Individually, each Member shall protect, defend, indemnify, and save harmless each
other Member, 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
SRTMC Interlocal Page 7 of 12
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.
9.2 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 Member, their
officers, officials, employees, and agents, an individual Member's liability hereunder shall be
only to the extent of that Member's negligence.
9.3 It is further specifically and expressly understood that the indemnification provided
herein constitutes a Member'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 Members. The provisions of this section shall survive the expiration or
termination of this Agreement.
Section 10: General
10.1 Recitals, Exhibits and Attachments. The recitals of this Agreement are hereby
incorporated into this Agreement. All exhibits, attachments, and documents referenced in this
Agreement are hereby incorporated into this Agreement.
10.2 Independent Capacity. The employees or agents of each Member who are engaged in
the performance of this Agreement shall continue to be employees or agents of the Member and
shall not be considered for any purpose to be employees or agents of the other Member.
10.3 Assignment. Neither this Agreement, nor any rights created by it, may be assigned or
transferred.
10.4 Assurances. The Members agree that all activity pursuant to this Agreement shall be in
accordance with all applicable federal, state and local laws, rules, and regulations as they
currently exist or as amended.
10.5 Interpretation. This Agreement shall be interpreted in accordance with the laws of the
state of Washington. The titles to paragraphs and sections of this Agreement are for convenience
only and shall have no effect on the construction or interpretation of any part hereof.
10.6 Amendments. This Agreement may be amended by the mutual written agreement of
the Members executed by personnel authorized to bind each of the Members.
10.7 Waiver. A failure by any Member to exercise its rights under this Agreement shall not
preclude that Member 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 writing signed by an
authorized representative of the Member and attached to the original Agreement.
10.8 All Writings Contained Herein. This Agreement contains all the terms and conditions
agreed upon by the Members. No other understandings, oral or otherwise, regarding the subject
matter of this Agreement shall be deemed to exist or to bind any of the Members.
SRTMC Interlocal Page 8 of 12
10.9 Venue. This Agreement shall be construed and interpreted in accordance with the laws
of the State of Washington. Venue of any action brought under this Agreement shall be in
Superior Court for Spokane County.
10.10 Severability. If any term or condition of this Agreement is held invalid, such invalidity
shall not affect the validity of the other terms or conditions of this Agreement.
10.11 Nondiscrimination. No individual shall be excluded from participation in, denied the
benefit of, subjected to discrimination under, or denied employment in the administration of or in
connection with this Agreement because of age, sex, race, color, religion, creed, marital status,
familial status, sexual orientation including gender expression or gender identity, national origin,
honorably discharged veteran or military status, the presence of any sensory, mental or
physical disability, or use of a service animal by a person with disabilities. The Members agree
to comply with, and to require that all subcontractors comply with, federal, state and local
nondiscrimination laws, including but not limited to: the Civil Rights Act of 1964, the
Rehabilitation Act of 1973, the Age Discrimination in Employment Act, and the American's
With Disabilities Act, to the extent those laws are applicable to the subject matter of this
Agreement
10.12 Anti-kickback. No officer or employee of the Members,having the power or duty to
perform an official act or action related to this Agreement shall have or acquire any interest in
the Agreement, or have solicited, accepted or granted a present or future gift, favor, service or
other thing of value from or to any person involved in this Agreement.
Section 11: Contract Execution
11.1 Authority to Bind. The signatories to this Agreement represent that they have the
authority to bind their respective organizations to this Agreement.
11.2 Counterparts. This Agreement may be executed in counterparts or in duplicate
originals. Each counterpart or each duplicate shall be deemed an original copy of this Agreement
signed by each Member, for all purposes.
Section 12: RCW 39.34 Required Clauses
12.1 Purpose: See Section 1.1 of this Agreement.
12.2 Duration: See Section 2.1 of this Agreement.
12.3 Separate Legal Entity: See Sections 3.1 and 10.2 of this Agreement.
12.4 Responsibilities of the Parties: See Sections 3 —6 of this Agreement.
12.5 Agreement to be Filed: The Members shall each file this Agreement with their
respective clerks and/or place it on its web site or another electronically retrievable public
source,provided this Agreement shall be immediately effective upon the filing and publication
SRTMC Interlocal Page 9 of 12
by any one Member and the failure of any Member to comply with this requirement shall not
invalidate this Agreement.
12.6 Financing: Each Member shall be responsible for the financing of its contractual
obligations under its normal budgetary process, and in accordance with Sections 4.6 and 4.7 of
this Agreement.
12.7 Termination: See Section 2.2 of this Agreement.
12.8 Disposal of Property Upon Termination: See Section 7.3 of this Agreement.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
SRTMC Interlocal Page 10 of 12
IN WITNESS WHEREOF,the Members have executed this Agreement as of the date last signed
below. This Agreement may be executed in counterparts.
STATE OF W .HINGTO APPROVED AS TO FORM
DEPART r"' • ' 1. A 'ION
By: BY: Il"a Hca44. lt-. ti' 037
Michael R. Gnu er, P.E. --- Patricia Nightingale
Acting Regional Administrator, Eastern Assistant Attorney General
Region
SPOKANE COUNTY, BOARD OF COUNTY ADOPTED this day of , 2016
COMMISSIONERS
ATTEST:
Shelly O'Quinn, Chair
By:
Clerk of the Board
Al French, Vice-Chair
Date:
Nancy McLaughlin, Commissioner
CITY OF SPOKANE ATTEST:
By: By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
CITY OF SPOKANE VALLEY ATTEST:
By: By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
SRTMC Interlocal Page 11 of 12
IN WITNESS WHEREOF, the Members have executed this Agreement as of the date last signed
below. This Agreement may be executed in counterparts.
STATE OF WASHINGTON APPROVED AS TO FORM
DEPARTMENT OF TRANSPORTATION
By: By:
Michael R. Gribner, P.E. Patricia Nightingale
Acting Regional Administrator,Eastern Assistant Attorney General
Region
SPOKANE COUNTY, BOARD OF COUNTY ADOPTED this/301 day of d' ,20{6
COMMISS ONERS
0_4‘ ATTEST:
S ly O'Qu. $ hair
0 41
ABSENT
By:
' va31 4�. +:.
Clerk of the Board s; ; • s�A-. • 4
Al French,Vice-Chair , •
/ Date:
.S' ,; 16 - 0681
Nan . ' a+g , o- issioner
CITY OF SPOKANE ATTEST:
By: By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
CITY OF SPOKANE VALLEY ATTEST:
By: By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
SRTMC Interlocal Page 11 of 12
IN WITNESS WHEREOF,the Members have executed this Agreement as of the date last signed
below. This Agreement may be executed in counterparts.
STATE OF WASHINGTON APPROVED AS TO FORM
DEPARTMENT OF TRANSPORTATION
By: By:
Michael R. Gribner, P.E. Patricia Nightingale
Acting Regional Administrator, Eastern Assistant Attorney General
Region '
SPOKANE COUNTY, BOARD OF COUNTY ADOPTED this day of , 2016
COMMISSIONERS
ATTEST:
Shelly O'Quinn, Chair
By:
Clerk of the Board
Al French, Vice-Chair
Date:
Nancy McLaughlin, Commissioner •
' WY OF SII6KANE ATTEST:
- - �s
BY- _ u By:
Date: ,/ City Clerk • D
.� Date: l/ x'h __ ►
David A. Condon r - I , ►S • ORM �,�1 rira t�
Mayor `. ... ■
City of Spokane Office of the City Attorney
CITY OF SPOKANE VALLEY ATTEST: �� •1
By:
By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
SRTMC Interlocal Page 11 of 12
IN WITNESS WHEREOF,the Members have executed this Agreement as of the date last signed
below. This Agreement may be executed in counterparts.
STATE OF WASHINGTON APPROVED AS TO FORM
DEPARTMENT OF TRANSPORTATION
By: By:
Michael R. Gribner,P.E. Patricia Nightingale
Acting Regional Administrator,Eastern Assistant Attorney General
Region
SPOKANE COUNTY, BOARD OF COUNTY ADOPTED this day of , 2016
COMMISSIONERS
ATTEST:
Shelly O'Quinn, Chair
By:
Clerk of the Board
Al French, Vice-Chair
Date:
Nancy McLaughlin, Commissioner
CITY OF SPOKANE ATTEST:
By: By:
Date: City Clerk
Date:
APPROVED AS TO FORM
Office of the City Attorney
CITY OF SPOKANE VALLEY ATTEST:
By: 14 By:
Date: G\/Z3 //(. City Clerk
Date: 11-23-Ito
APPyVEA I O FO
.AL(
Office oh#he City orney
SRTMC Interlocal Page 11 of 12
SPOKANE ' •NSIT AUTHORITY ATTEST:
By:
�� "'�
�
B y Date: / / /cam/ Clerk of theuthority
Date: f ri �(o
APAP'OV : • S TO FOta
4 / ---1111111116/11 •
TA egal Counsel
SPOKANE REGIONAL ATTEST:
TRANSPORTATION COUNCIL
By: By:
Date: _
Date:
APPROVED AS TO FORM
SRTC Legal Counsel
SRTMC Interlocal Page 12 of 12
SPOKANE TRANSIT AUTHORITY ATTEST:
By: By:
Date: Clerk of the Authority
Date:
APPROVED AS TO FORM
STA Legal Counsel
SPOKANE REGIONAL ATTEST:
TRANS' e 'TATION COUNCIL By: ' LABy:(T),iatid
Date: ll_ f g-
Date: _ Vg4
APPR VEE AS TO FORM
SRT
SRTMC Interlocal Page 12 of 12