23-181.00 SRTC ILA for Safe Streets and Roads for All GrantINTERLOCAL AGREEMENT
SRTC and the City of Spokane Valley
This Interlocal Agreement ("Agreement") is made and entered into this /97 day of September,
2023 by and between the Spokane Regional Transportation Council ("SRTC"), the regional and
metropolitan transportation planning organization for Spokane County, hereinafter referred to as
"SRTC", and the City of Spokane Valley ("Member Agency"); which may be referred to herein
individually as the "Party," and collectively as the "Parties".
This Agreement is made pursuant to chapter 39.34 RCW, the Interlocal Cooperation Act. SRTC
is taking the lead on a study of safety in the region through USDOT's Safe Streets and Roads for
All action plan grant program (the "Project"). Inconsideration of the terms, conditions, covenants
and performances contained in or attached hereto, and by this reference made a part of this
Agreement, it is mutually agreed as follows:
TERMS OF AGREEMENT
1. Member Agency Funding Commitments and Payment
1. The total estimated Project cost is $500,000. The grant funding is based on an 80% grant
award ($400,000) and a 20% match from the grant recipient, SRTC ($100,000).
1.2. SRTC's $100,000 (20% of total) match responsibility is to be divided amongst four
entities: SRTC to pay up to $55,000 (11% of total), while the City of Spokane, City of
Spokane Valley, and Spokane County, each are to pay up to $15,000 (3% of total), for a
total of $45,000 (9% of total).
1.3. With the execution of this Agreement, the Member Agency has agreed to participate with
a one-time, lump sum contribution, paid to SRTC following the execution of this
Agreement and upon receipt of an invoice generated by SRTC and sent to the Member
Agency for their contribution in the amount of Fifteen Thousand and No/l00s Dollars
($15,000.00).
1.4. If the total estimated project cost is less than $500,000, SRTC shall return to the Member
Agency any of said funds that are not used to implement the project.
1.5. The Member Agency will require SRTC to:
1.5.1. Pay all costs in excess of $15,000.00 necessary to complete the Project.
1.5.2. Apply funds received by Member Agency to the delivery of the Project in
accordance with the grant agreement between SRTC and the granting
authority;
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1.5.3. Keep record of project expenses and reimbursements;
1.5.4. Submit monthly project updates; and
1.5.5. Submit a summary report upon the completion of the Project detailing what was
delivered.
2. Term
Unless otherwise provided herein, the term of this Agreement shall commence as of the date this
Agreement is fully executed and shall continue until the Project is completed and all Local
Agency obligations for payment have been met, unless otherwise terminated pursuant to Section
6.
3. Legal Relations
It is understood that this Agreement is solely for the benefit of the Parties and gives no right to
any. otherparty. No joint venture, agent -principal relationship, or partnership is formed as aresult
of this Agreement. No employees or agents of one Party or any of its contractors or subcontractors
shall be deemed, or represent themselves to be, employees or agents of the other Party.
4. Applicable Law, Venues
Subject to Section 7, in the event that either Party deems it necessary to institute legal action or
proceedings to enforce any right or obligation under this Agreement, the Parties agree that any
such action or proceedings shall be brought in Spokane County Superior Court in the State of
Washington. Further, the Parties agree that each will be solely responsible for payment of its own
attorneys' fees, witness fees, and costs.
5. Amendments
This Agreement may be amended or modified only by the mutual agreement of the Parties. Such
amendments ormodifications shall notbe bindingunless they are in writing and signed by persons
authorized to bind each of the Parties.
6. Termination
6.1. Each Party may terminate this Agreement for any reason upon providing the other Party
30 days written notice.
6.2. Any termination of this Agreement shall not prejudice any rights or obligations accrued
to the Parties prior to termination.
7. Dispute Resolution
1. The Parties agree that any and all disputes, claims and controversies arising out of or
relating to this Agreement shall be submitted to a mediator selected by both Parties for
mediation pursuant to Section 7.2 below.
INTERLOCAL AGREEMENT Page 2 of 4
7.2. Either Party may commence non -binding mediation by providing the other Party with a
written request for mediation, setting forth the matter in dispute and the relief requested.
The Parties agree to cooperate with one another in the selecting of a mediation service and
scheduling of the mediation proceedings. The Parties agree to participate in the mediation
in good faith. If mediation is unsuccessful, either party may initiate suit for any claims in
Spokane County Superior Court.
8. Indemnification and Hold Harmless
8.1. SRTC agrees to defend, indemnify, and hold harmless the Member Agency, including its
officers, employees, and agents, from any and all claims, demands, losses, and/or
liabilities to or by third parties arising from, resulting from, or connected with, wrongful
or negligent acts or omissions performed or to be performed under this Agreement by
SRTC, its agents, employees, contractors, subcontractors, consultants, and suppliers of
any tier, to the fullest extent permitted by law, unless such injury or damage is caused
from the sole negligence of the Member Agency.
8.2. The Member Agency agrees to defend, indemnify, and hold harmless SRTC, including its
officers, employees, and agents, from any and all claims, demands, losses, and/or
liabilities to or by third parties arising from, resulting from, or connected with, wrongful
or negligent acts or omissions performed or to be performed under this Agreement by the
Member Agency, its agents, employees, contractors, subcontractors, consultants, and
suppliers of any tier, to the fullest extent permitted by law, unless such injury or damage
is caused from the sole negligence of SRTC.
8.3. This indemnification and waiver shall survive the termination of this Agreement.
9. Requirements of chapter 39.34 RCW
9.1. Duration: see section 2.
9.2. No separate legal or administrative entity is created by this Agreement.
9.3. Purpose: SRTC is taking the lead on a study of safety in the region through USDOT's
Safe Streets and Roads for All action plan grant program (the "Project"), and
Member Agency will fund a portion of the match for the grant.
9.4. Financing: see section 1.
9.5. Termination: see section 6. Any property acquired by a Party pursuant to this
Agreement will remain the property of the acquiring Party.
9.6. The City Manager or designee will be the administrator of this Agreement for the
City of Spokane Valley. The Executive Director or designee will be the
administrator of this Agreement for SRTC.
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9. Signatures
In Witness Whereof, the Parties hereto have executed this Agreement as of the Party's date
signed last below.
Spokane Regional Transportation Council
City of Spokane Valle
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