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13-033 Regional Decant FacilitySpokane Valley Regional Decant Facility Interlocal Agreement 1NTERLOCAL AGREEMENT GCB 1358 BETWEEN WSDOT AND THE CITY OF SPOKANE VALLEY FOR A REGIONAL DECANT FACILITY This Agreement is made and entered into by and between the Washington State Department of Transportation ( WSDOT) and the City of Spokane Valley (CITY), individually "Party" and collectively "Parties." WHEREAS, the CITY and WSDOT have a need for a Spokane Valley Regional Decant Facility, hereinafter "Facility," to process vacuum truck Eductor Material for regulation and operational purposes; and WHEREAS, the CITY and WSDOT have mutually agreed to design and construct such a Facility that, when completed will be owned, operated, and maintained by WSDOT; and WHEREAS, WSDOT will provide the property for the Facility; and WHEREAS, the CITY will manage the design and construction of the Facility with a financial contribution from WSDOT; and WHEREAS, in accordance with the terms and conditions contained herein, the CITY has agreed to be the lead for the construction of this Facility in consideration of the WSDOT's agreement to reimburse the CITY One Hundred Fifty Thousand Dollars ($150,000) for expenses associated with its construction; and WHEREAS, in accordance with the terms and conditions contained herein, WSDOT has agreed to be responsible for the operation, maintenance, and major refurbishment of this Facility in consideration of the CITY's agreement to reimburse WSDOT for the CITY's share of the expenses associated with its operation, maintenance, and major refurbishment; and WHEREAS, the Facility will be available as an Eductor Material Decant Facility for the CITY and WSDOT, WHEREAS, the cooperative provisions of this Interlocal Agreement (hereinafter the "Agreement ") are in the best interests of the public, NOW, THEREFORE, pursuant to RCW 39.34, the above recitals that are incorporated herein as if fully set forth below, and in consideration of the terms, conditions, covenants, and performances contained herein, and Exhibit A, City of Spokane Valley Yearly Estimated Decant Facility Costs, which is attached hereto and by reference made part of this Agreement, THE PARTIES MUTUALLY AGREE AS FOLLOWS: GCB 1358 Page 1 of 10 C0 i3 -o3:?-� Spokane Valley Regional Decant Facility Interlocal Agreement 1 PURPOSE 1.1 The purpose of this Agreement is to permit the Parties to jointly use the Facility designed and constructed by the CITY on WSDOT property, as well as share in the costs of the operation, maintenance, and major refurbishment of the Facility by WSDOT. 1.2 WSDOT and the CITY individually collect Eductor Material to maintain street, roads and highways and have a need for a permanent Facility to process the liquids and material collected in accordance with environmental regulations. To accomplish this, WSDOT and the CITY will finance, site, permit, design, construct, operate and maintain a joint use Facility that will handle, separate, and process Eductor Material generated by the Parties, hereinafter, the "Project." 1.3 The finished Facility will process Eductor Material for each Party. The Facility will provide a decant feature for liquids and a storage and sorting pad for materials collected, including unknown waste, that is in compliance with Federal, State, and Local environmental regulations. This Agreement further provides for contributory funding of the Project by the CITY and by WSDOT. 2 DEFINITIONS 2.1 "Eductor" means a large industrial vacuum used to clean, temporarily store, and transport material from structures, pipes, ponds, and associated facilities to transfer or final disposal locations. 2.2 "Eductor Material" means the solid or liquid debris collected with an Eductor from stormwater structures, pipes, ponds, and associated facilities. Eductor Material does not include waste from sanitary sewer systems. 2.3 "Facility" means the Spokane Valley Regional Decant Facility. 2.4 "Liquid Waste" means liquids which cannot be discharged to surface water, groundwater, or air of the State of Washington as defined by WAC 173 -200, WAC 173 -201A and WAC 173 -400. 2.5 "Maintenance and Operation Plan" means the written plan developed for and by WSDOT and the CITY detailing Facility operation and maintenance during the active life of the Facility. 2.6 "Major Refurbishment" means any work that is not normally performed on a regular daily, weekly, or monthly schedule. Examples would include repairs and needed replacements of roofing, concrete sections, etc. 2.7 "Regulatory Guidelines" means those applicable federal, state, and local regulations and policies that govern the treatment and reuse of Eductor Material. 2.8 "Solid Waste" means that waste defined by RCW 70.95.030 (23) and WAC 173- 304 -100 (73) with the exception of wastes excluded by WAC 173 - 304 -015. 2.9 "Spokane Valley Regional Decant Facility" means a handling facility designed for the specific intent of providing a place where collected Eductor Materials are processed, therein rendering the material suitable for reuse, recycling, composting, or disposal according to Regulatory Guidelines and operational processes. GCB 1358 Page 2 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement 2.10 "Subtitle C Hazardous Waste Landfill" means a permitted landfill that accepts hazardous waste as specified in Subtitle C of the Resource Conservation and Recovery Act (RCRA). 2.11 "Subtitle D Municipal Solid Waste Landfill" means a permitted landfill that accepts non- hazardous solid waste as specified in Subtitle D of the Resource Conservation and Recovery Act (RCRA). 2.12 "Suspect Load" means loads which require special handling or testing due to unusual or unknown characteristics that might indicate the material would be designated as a dangerous waste in accordance with WAC 173 -303 or would be unsuitable for any planned land application. 2.13 "Working days" for this Agreement are defined as Monday through Friday, excluding Washington State holidays per RCW 1.16.050. 3 ADMINISTRATION 3.1 The Area Maintenance Superintendent, or designee, for WSDOT shall administer and manage the Facility. The CITY and WSDOT shall share the use of the Facility. Incoming trucks will be handled on a first come, first served, basis. 3.2 WSDOT may enter into similar Agreements for access and use of the Facility with other local or county governments with the CITY's prior written approval. The CITY and WSDOT shall share primacy of access and use over all other users that have been authorized to access and use the Facility. 3.3 The CITY will restrict its unloading of Eductor Material to that generated from within the city limits of the City of Spokane Valley and which is the legal responsibility of the CITY to pick up and process. 4 PARTY RESPONSIBILITIES 4.1 WSDOT RESPONSIBILITIES: 4. 1.1 Provide the property for the Facility. 4.1.2 Be the lead agency for regulatory permitting of the Facility. 4.1.3 Jointly with the CITY, provide input, approval and acceptance at each stage of the CITY's Project on WSDOT property, including the planning, design, bid, construction, and final acceptance phases. 4.1.4 Operate and maintain the Facility. WSDOT agrees to work cooperatively with the CITY in drafting WSDOT's Maintenance and Operation Plan for the Facility. WSDOT will, however, have final say as to the content of the final version of the Maintenance and Operation Plan adopted for the Facility. The Maintenance and Operation Plan will be adopted prior to the acceptance of any Eductor Material at the Facility. WSDOT also agrees to consult with the CITY prior to any future amendments to the Maintenance and Operation Plan. 4.1.5 The CITY has the right to unload the equivalent of Sixty (60) cubic yards or Six (6) Eductor Material loads per day. GCB 1358 Page 3 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement 4.1.6 Pay the proportionate share of operations and maintenance costs monthly for WSDOT - delivered Eductor Material as determined from actual documented costs for management, handling, and disposal of the WSDOT delivered Eductor Material. 4.1.7 Invoice the proportionate share of operations and maintenance costs monthly for CITY - delivered Eductor Material as determined from actual documented costs for management, handling, and disposal of the CITY - delivered Eductor Material. 4.1.8 Invoice the proportionate share of major refurbishment projects to the CITY based on annual percentage use of the Facility by the CITY. 4.2 CITY RESPONSIBILITIES: 4.2.1 Provide materials, equipment, and labor to design and construct the Facility. 4.2.2 Provide management of the Project through the planning, design, bid, construction, commissioning, and final acceptance phases of the Project. Obtain approvals from WSDOT at each stage prior to beginning subsequent stages. 4.2.3 The CITY may provide WSDOT with input for all proposed major refurbishments planned for the Facility; however, WSDOT shall have the final say as to what work is performed. 4.2.4 Pay the CITY's proportionate share of the Facility's monthly costs for CITY - delivered Eductor Material as determined from actual documented costs for operation and maintenance of the Facility and WSDOT's disposal of the CITY - delivered Eductor Material. The CITY also agrees to pay its proportionate share of all major refurbishment costs based on its annual percentage use of the Facility. 5 BILLING AND PAYMENT FOR CONSTRUCTION, MAINTENANCE & OPERATION OF THE FACILITY, INCLUDING MAJOR REFURBISHMENTS 5.1 WSDOT agrees to reimburse the CITY for the actual direct salary and direct non - salary costs for the design and construction of the Project minus WSDOT permitting, design, and construction support costs. WSDOT agrees to provide up to One Hundred Fifty Thousand Dollars ($150,000) toward the design and construction of the Project. 5.2 For Project design and construction costs, the CITY agrees to submit a single invoice to WSDOT for WSDOT review and approval for CITY work completed by June 30, 2013. The invoice shall detail the work accomplished and include a detailed breakdown of all costs being billed. WSDOT agrees to deduct its permitting, design and construction support costs from the invoice and make payment to the CITY for up to One Hundred Fifty Thousand Dollars ($150,000) based upon an approved invoice within thirty (30) calendar days of invoice receipt. 5.3 WSDOT charges for Eductor Material shall be based on WSDOT's actual direct salary and direct non - salary costs for performing all work associated with the receiving of Eductor Material, its processing and disposal, Facility operation and maintenance. 5.4 For operations, and maintenance costs, WSDOT shall invoice the CITY on a monthly basis, and the CITY agrees to pay its proportionate share of Facility operations and maintenance costs based on actual documented costs for management, handling, and/or GCB 1358 Page 4 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement disposal of CITY - delivered Eductor Material. For Major Refurbishment costs, WSDOT shall invoice the CITY upon completion of the work, and the CITY agrees to pay its proportionate share of the work. Invoices will be addressed to the attention of the CITY's Public Works Director, current address 11707 E. Sprague, Suite 106, Spokane Valley, WA 99206. Should the address change, the CITY shall provide WSDOT with at least sixty (60) calendar days advance written notice. 5.5 The CITY agrees to pay all properly documented and approved invoices within thirty (30) calendar days from the date received. Should a dispute arise regarding any amounts billed to the CITY, the CITY agrees to process payment on any undisputed amounts. Any disputed amount will be handled following the process set forth in Section 14, DISPUTE RESOLUTION. 5.6 It is estimated that the CITY's share of the cost of routine maintenance and operation in the first year will be Thirty Six Thousand, Five Hundred Dollars, ($36,500) as detailed in Exhibit A, attached hereto and by reference made part of this Agreement. The CITY agrees to set aside funds for payment to the WSDOT for such work in this amount. It is anticipated that actual costs will vary as materials, wages, amount of usage, and other costs are actually incurred. It is also anticipated that these costs may increase or decrease as circumstances change in future years. These costs will be invoiced by WSDOT according to Section 5.4, above. 6 ACCEPTABLE MATERIAL RECEIVED FROM EACH PARTY 6.1 Each Party shall assure that Eductor Material delivered to the Facility is from normal maintenance and operations of its roadways, culverts, ponds and storm drainage systems. Each Party shall assure to the greatest extent practicable that Eductor Material delivered to the Facility contains only material appropriate for disposal at a Subtitle D Municipal Solid Waste Landfill (for solids) and the Spokane County Water Reclamation Facility or other approved method (for liquids) under applicable local, state and federal laws, which shall for the purposes of this Agreement be considered acceptable Eductor Material. WSDOT shall only be obligated to accept and process acceptable Eductor Material. WSDOT may test incoming loads to identify Suspect Loads. 7 MATERIAL REUSAGE OR DISPOSAL 7.1 After the Eductor Material solids are separated from the liquids, each Party retains the right to reuse the solids portion of its Eductor Material by hauling it off site to another appropriate location, such as a job site. If not reused by the responsible Party, each Party will be individually responsible for hauling and disposal of its own solids at a suitable site. WSDOT may agree to haul and dispose of the CITY's Educator Material at the CITY's request 7.2 Each Party will be individually responsible for any cost associated with disposal of its solid Eductor Material to a permitted land fill, unless such solids are disposed of accordance with Section 7.1. 7.3 Should WSDOT find a suitable end use for Eductor Material, it will notify the CITY, and the CITY may agree to participate in that end use. The CITY will notify WSDOT of its preferred reuse - disposal decision. GCB 1358 Page 5 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement 7.4 WSDOT shall invoice the CITY for disposal costs according to the terms and conditions in Sections 5.4 and 5.5. 8 ADDITIONAL CHARGES FOR SUSPECT LOADS 8.1 Suspect Loads shall only be deposited in a separate designated area reserved for Suspect Loads only. 8.2 If the CITY unloads a Suspect Load at the Facility, the CITY shall be responsible to pay all handling, testing, profiling, transportation, and proper disposal costs to WSDOT. The CITY agrees that it will pay the additional costs incurred by WSDOT in dealing with Suspect Loads, including the cost of disposal, if after testing the solids must be taken to a Subtitle C Hazardous Waste Landfill. Invoicing and payment shall be pursuant to Section 5, above. 8.3 WSDOT will invoice the CITY all additional charges incurred by WSDOT as a result of a CITY deposited Suspect Load in accordance with Section 5, above. 8.4 Each Party will retain ownership of Suspect Loads for purposes of documenting and reporting as required by law. 9 WSDOT RESERVATION OF RIGHTS IN AN EMERGENCY 9.1 WSDOT reserves the right to manage the Eductor Materials of each Party as necessary in emergency situations to ensure unbiased, uninterrupted and compliant operation of the Facility. In the event of an emergency, WSDOT shall (a) provide advance notice to the CITY of any changes to normal operations and maintenance, to the extent practicable and (b) notify the CITY by the end of the following working day of any changes in operation and maintenance, if advance notice could not be provided. 10 RIGHT OF ENTRY 10.1 WSDOT grants the CITY, it's employees, authorized agents, and/or contractors a non- exclusive right of entry onto the Facility property during normal business hours for the purpose of accomplishing the design and construction of the Facility and only for the purposes outlined in this Agreement. No other rights to the Facility property prior to completion of the Facility for any other purpose shall be allowed unless the Parties enter into a written Amendment prior to any additional use. 10.2 Once the Facility is operational, the CITY, its employees, authorized agents, and/or contractors shall be authorized to enter the Facility at any time for the purpose of delivering Eductor Materials and picking up processed solids for the purpose of delivering to another location. 10.3 If there is an imminent risk of loss of life, health or property, WSDOT may restrict or discontinue access to the Facility without prior notice to the CITY, but WSDOT shall notify the CITY as soon as reasonably possible after discovery of the imminent risk and the temporary change in access to the Facility. GCB 1358 Page 6 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement 11 TERM 11.1 The term of this Agreement is from the date of execution of this Agreement and shall continue through June 30, 2043, unless extended by mutual agreement or terminated sooner according to Section 12, TERMINATION. This term coincides with the life expectancy of the Facility. 12 TERMINATION 12.1 Either Party may terminate this Agreement through written mutual agreement. 12.2 With the termination of this Agreement, the CITY agrees to reimburse WSDOT for its cost obligations incurred through the date of termination, as well as all disposal costs incurred by WSDOT for CITY - delivered Eductor Material that remains at the Facility at the time the termination is effective. 12.3 If WSDOT terminates its participation in this Agreement, WSDOT agrees to reimburse the CITY a prorated amount of the CITY's funding contribution (a combination of the original grant amount plus the CITY's matching funds) based on the number of months remaining of the thirty (30) year term of the Agreement. 12.4 If the CITY terminates this Agreement, the CITY may no longer use the Facility. 13 REGULATIONS AND REQUIREMENTS 13.1 Each Party agrees to follow all current and future applicable Federal, State and Local Eductor Material collection, processing, reuse and disposal laws, regulations, and policies. 14 DISPUTE RESOLUTION 14.1 In the event that a dispute arises under this Agreement, it shall be resolved as follows: The WSDOT and the CITY shall each appoint a member to a disputes board, these two members shall select a third board member not affiliated with either Party. The three - member board shall conduct a dispute resolution hearing that shall be informal and unrecorded. An attempt at such dispute resolution in compliance with aforesaid process shall be a prerequisite to the filing of any litigation concerning the dispute. The Parties shall equally share in the cost of the third disputes board member; however, each Party shall be responsible for its own costs and fees. 15 VENUE 15.1 In the event that either Parry 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 the Superior Court situated in Spokane County. Each Party shall be responsible for its own costs, including the costs of its attorneys. 16 INDEMNIFICATION 16.1 The Parties shall protect, defend, indemnify, and hold harmless each other and their employees and/or authorized agents, while acting within the scope of their employment as such, from any and all costs, claims, judgments, and/or awards of damages (both to GCB 1358 Page 7 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement persons and/or property), arising out of, or in any way resulting from, each Party's obligations to be performed pursuant to the provisions of this Agreement. The Parties shall not be required to indemnify, defend, or hold harmless the other Parry if the claim, suit, or action for injuries, death, or damages (both to persons and /or property) is caused by the negligence or wrongful act of the other Party; provided that, if such claims, suits, or actions result from the concurrent negligence or wrongful act of (a) the WSDOT, its employees and /or authorized agents and (b) the CITY, its employees and /or authorized agents, or involves those actions covered by RCW 4.24.115, the indemnity provisions provided herein shall be valid and enforceable only to the extent of the proportionate responsibility of each Party, its employees and/or authorized agents. 16.2 The CITY agrees that its obligations under this section extends to any claim, loss, demand, cause of action, lawsuit, obligation, liability, judgment, award and /or damage of any kind or nature brought by or on behalf of any of its officials, employees or agents (the "Claims "). For this purpose, the CITY, by mutual negotiation, hereby waives any immunity that would otherwise be available to the CITY regarding such Claims under the Industrial Insurance provisions of Title 51 RCW of the State of Washington. 16.3 This indemnification and waiver shall survive the termination of this Agreement. 17 INDEPENDENT CONTRACTOR 17.1 The WSDOT shall be deemed an independent contractor for all purposes, and the employees of the WSDOT or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the CITY. 17.2 The CITY shall be deemed an independent contractor for all purposes, and the employees of the CITY or any of its contractors, subcontractors, consultants, and the employees thereof, shall not in any manner be deemed to be employees of the WSDOT. 18 AUDITS/RECORDS 18.1 During the term of this Agreement and for a period not less than six (6) years from the date of the termination of this Agreement, the records and accounts pertaining to the work pursuant to this Agreement shall be kept available by both Parties for inspection and audit by both Parties, and copies of all records, accounts, documents, or other data pertaining to this Agreement will be furnished upon request. Both Parties shall have full access to and right to examine and copy said records, during normal business hours and as often as it deems necessary. Both Parties agree that the work performed herein is subject to audit by either Party. Should an audit, enforcement, or litigation process be commenced, but not completed, during the aforementioned six (6) year period then both Parties' obligations hereunder shall be extended until the conclusion of that pending audit, enforcement or litigation process. 19 FORCE MAJEURE 19.1 Except for payment of sums due, neither Party shall be liable to the other Party or deemed in default under this Agreement if and to the extent that such Party's performance of this Agreement is prevented by reason of force majeure, including but not limited to an GCB 1358 Page 8 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement unforeseeable or inevitable event caused by nature, fires, strikes, insurrections, riots, embargoes, delays in transportation or inability to obtain supplies. 20 AMENDMENT 20.1 The provisions of this Agreement may be amended with the mutual consent of the Parties. No additions to, or alterations of, the terms of this Agreement shall be valid unless made in writing and formally approved and executed by the duly authorized agents of both Parties prior to commencing any modified activities authorized under the Amendment. 21 DOCUMENT EXECUTION AND FILING 21.1 Upon execution, the executed originals of this Agreement shall be returned such that each Party has one executed original. Each Party shall file the Agreement as may be allowed by applicable law. 22 AUTHORITY 22.1 This Agreement is executed in accordance with the authority of chapter 39.34 RCW, the Interlocal Cooperation Act. The following information is given pursuant to the provisions of RCW 39.34.030. 22.2 Unless otherwise specifically agreed to in writing by WSDOT, all property, personal and real, utilized by the Parties hereto in the execution of this Agreement are, and shall remain the property of WSDOT upon completion of construction and acceptance of the Facility by WSDOT. The CITY shall have no ownership interest in the Facility or WSDOT's property upon which it is constructed. 22.3 Nothing in this Agreement shall preclude any Parry from maintaining and utilizing its own holding facilities. GCB 1358 Page 9 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement IN WITNESS WHEREOF, the Parties hereto have executed this Agreement number GCB 1358 as of the Party's date signed last below. STATE OF WASHINGTON CITY OF SPOKANE VALLEY DEPARTMENT OF TRANSPORTATION By By Name: Keith Metcalf Name: Mik ckson Title: Eastern Region Administrator Title: City Manager Date: /� Date: c7_ ATTE T ame: Christine Bainbridge Title: City Clerk Date: REVIEWED AS TO FORM 0 LL' APPROVED AS TO FORM By By Name: Ann E Sala Name: C4 P. Driskell Title: Assistant Attorney neral Title: City Attorney Date: Date: Z -y -i3 GCB 1358 Page 10 of 10 Spokane Valley Regional Decant Facility Interlocal Agreement EXHIBIT A City of Spokane Valley Yearly Estimated Decant Facility Costs Cost Factor Est. Decant Facility Est. Bio- infiltration Swale Est. Decant Facility Operations Labor Est. Decant Facility Equipment Est. Haul Labor Est. Haul Equipment Est. Haul Site Labor Est. Haul Site Equipment Dump Fees Est. Administrative Fees Total: Estimated Cost $5,500 $2,500 $7,500 $2,500 $7,000 $3,500 $4,000 $500 N/A - City prefers to be invoiced separately if material must be taken to a landfill $3,500 $36,500 GCB 1358 January 2013