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HomeMy WebLinkAbout2024-0098 - - Interlocal Agreement, City of Pacific, Decant Facilities Usage - Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941F2EA123C INTERLOCAL AGREEMENT BETWEEN THE CITY OF PACIFIC AND THE CITY OF AUBURN FOR DECANT FACILITIES USAGE THIS INTERLOCAL AGREEMENT is made and executed by and between the City of Pacific, a Washington municipal corporation, hereafter designated as "Pacific," and the City of Auburn, a Washington municipal corporation, hereafter designated as "Auburn" As of the last date entered below. WHEREAS, Chapter 39.34 RCW (Interlocal Cooperation Act) permits local government units to cooperate with other government entities on the basis of mutual advantage and to provide services and the use of facilities to each other; and WHEREAS, Pacific has inadequate facilities to properly handle the Waste Materials produced as a result of its Public Works street sweeping and Vactor maintenance activities; and WHEREAS, Auburn has sufficient capacity at its decant facility to handle the Pacific Waste Materials; and WHEREAS, Pacific, as well as Auburn, will benefit from cooperative use of the decant facility; and WHEREAS, the Parties mutually desire to establish a formal arrangement under which to use and operate the decant facility and its features; and WHEREAS, the Parties desire to enter into this Agreement for the purpose of defining their respective rights, obligations, costs and liabilities regarding this undertaking; and WHEREAS, the City Council of each Party has taken appropriate action to approve entry into this Agreement; NOW, THEREFORE, in consideration of the terms, conditions and covenants stated in this Agreement, Pacific and Auburn do agree as follows: 1. Purpose The purpose of this Agreement is to provide for proper handling, processing and disposal of Street Sweeper and Vactor truck materials, herein referred to as "Waste Materials" generated by Pacific. CONTRACT FOR DECANT FACILITIES USAGE Page 1 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941 F2EA123C 2. Responsibilities The City of Pacific may deliver Waste Materials to the decant area of the City of Auburn Maintenance & Operations facility (hereafter, the "Facility"), currently located at 1305 C Street SW during the hours of 7:00 am and 3:00 pm, Monday through Friday. The unloading of the Waste Materials by Pacific at the Facility is to be done under the supervision of an Auburn employee at the Facility. Pacific will only send operators to use the decant facility that have been properly trained by Auburn on the safe and efficient use of the facility and dumping of Waste Materials. Use of the Facility shall be governed by and subject to applicable Auburn procedures. Pacific staff must weigh their truck before and after dumping waste materials. The weight tickets must be taken to the office so that they can be recorded for proper billing. If conditions at the Facility require limiting or restricting Pacific from delivering waste materials, such as when the Facility is down for maintenance or the storage area is full, Auburn reserves the right to request Pacific to retain its Waste Materials until such time as the conditions at the Facility allow Auburn to accept the Waste Materials again. Auburn will give Pacific as much advance notice of these conditions as is practicable. Auburn further reserves the right to reject any individual shipment of Waste Materials, such as material from a fuel spill or other products that may exceed Auburn's allowable discharge permit. Auburn agrees to provide for the dewatering and the disposal of the Waste Materials in compliance with all local, state, and federal permits pertaining to the dewatering and disposal of such Waste Materials. 3. Volume Subject to the provisions of Paragraph 2, above, Auburn shall accept Waste Materials from Pacific in the following volumes: not to exceed 50 tons per month, or a total of 300 tons per year as measured at Auburn's truck scale, whichever is less. Auburn may accept Waste Material from Pacific that exceeds these volumes upon the review of a written request from Pacific. All such requests shall be made to Auburn's Assistant Director of Public Works Services thirty (30) days in advance of proposed delivery of such additional Waste Materials. 4. Cost For Services Subject to the Reopener provisions of Paragraph 7, below, Pacific shall pay Auburn $100.00 per month base fee for administration costs and $85.00 per ton of Waste Materials for processing, testing and disposal fee (measured as scale weight) (collectively, the "Cost for Services"). Auburn will bill Pacific for its Cost for Services on a quarterly basis. Pacific shall make payment to Auburn within thirty (30) days of receipt of an invoice. CONTRACT FOR DECANT FACILITIES USAGE Page 2 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941 F2EA123C 5. Decant Facility Improvements Pacific recognizes that the capacity of Auburn's Facility is limited and that additional capacity will need to be provided, as both Cities waste disposal needs continue to grow, in order to provide long-term service to Pacific. If Auburn desires to investigate and plan for long-term capacity improvements to the decant process, including but not limited to improvements to the existing facility, Auburn shall endeavor to notify Pacific and shall endeavor to include Pacific in such investigation and planning, to the extent it is reasonably able to do so, in keeping with Auburn's intended investigation and planning. By way of example only, and not by way of limitation, Pacific and Auburn contemplate that subsequent amendments or agreements might address the following types of issues: planning, design and construction costs for potential improvements to the existing Facility or construction of a new decant facility. The parties agree that Auburn will act as lead entity in all aspects of any proposed improvement project. Auburn will consult in advance of any final decisions with Pacific for the purposes of determining Pacific's future needs and Pacific's desire to participate in funding for an improved facility or a new facility. 6. Term This Agreement shall be in effect from July 1, 2024 through December 31, 2026. Either party may terminate this Agreement by giving the other party advance written notice of 120 days, or upon fourteen (14) days' notice in the event that the other party materially breaches this Agreement. 7. Reopener Either party may request that any provision of this Agreement, including proposed increases or decreases to the cost for services in Section 4, can be renegotiated by submitting a written request with fourteen (14) days' advance notice. Any amendment of this Agreement shall be in writing and shall be signed by both parties consistent with Section 13 of this Agreement. 8. Hold Harmless And Indemnification a) Each Party to this Agreement shall be responsible for its own negligent and/or wrongful acts or omissions, and those of its own agents, employees, representatives, contractors or subcontractors, to the fullest extent required by the laws of the State of Washington. Each Party agrees to protect, indemnify and save the other Party harmless from and against any and all such liability for injury or damage to the other Party or the other Party's property, and also from and against all claims, demands and causes of action of every kind and character arising directly or indirectly, or in any way incident to, in connection with, or arising CONTRACT FOR DECANT FACILITIES USAGE Page 3 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941 F2EA123C out of work performed under the terms hereof, caused by its own fault or that of its agents, employees, representatives, contractors or subcontractors. b) Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, 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 the Auburn and Pacific, its officers, officials, employees, and volunteers, each party's liability hereunder shall be only to the extent of that party's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Parties' waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. c) Auburn shall have no liability for, and Pacific shall indemnify and hold Auburn and its agents, employees, officers and/or volunteers harmless from and against, all claims, damages, liabilities and costs arising out of or relating to the presence, discovery, or failure to discover, remove, address, remediate or cleanup environmental or biological hazards resulting from Pacific deliveries or otherwise attributable to Pacific, specifically including, but not limited to, mold, fungus, and hazardous waste, substances or materials. d) Pacific shall have no liability for, and Auburn shall indemnify and hold Pacific and its agents, employees, officers and/or volunteers harmless from and against all claims, damages, liabilities and costs arising out of or relating to the presence, discovery or failure to discover, remove, address, remediate or cleanup environmental or biological hazards attributable to Auburn, specifically including, but not limited to, mold, fungus, hazardous waste, substances or materials. In addition, Pacific shall have no liability for, and shall be held harmless from and against all claims, damages, liabilities and costs arising out of Auburn's failure to properly dispose of such waste materials after delivery by Pacific according to all applicable law. 9. Resolution Of Disputes And Governing Law a) Alternative Dispute Resolution. If a dispute arises from or relates to this Agreement or the breach thereof and if the dispute cannot be resolved through direct discussions, the parties agree to endeavor first to settle the dispute in an amicable manner by mediation before resorting to other avenues of dispute resolution. The mediator may be selected by agreement of the parties. Following mediation, or upon written agreement of the parties to waive mediation, any unresolved controversy or claim arising from or relating to this Agreement or breach thereof shall be handled through litigation as described in subsection (b) below. Each CONTRACT FOR DECANT FACILITIES USAGE Page 4 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941 F2EA123C party shall bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence. b) Applicable Law and Jurisdiction This Agreement shall be governed by the laws of the State of Washington. Although the agreed to and designated primary dispute resolution method as set forth above, in the event any claim, dispute or action arising from or relating to this Agreement cannot be settled through mediation, then it shall be commenced exclusively in the King County Superior Court or the United States District Court, Western District of Washington as appropriate. The prevailing party in any such action before the courts shall be entitled to recover its costs of suit and reasonable attorneys' fees. 10. Written Notice All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. If written notice is provided by electronic mail (e-mail), then such written notice shall become effective one (1) business day after it is successfully sent. 11. Non-discrimination Parties shall not discriminate in any manner related to this Agreement on the basis of race, color, national origin, sex, religion, age, marital status or disability in employment or the provision of services. 12. Insurance a) The Parties shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Waste Disposal described in this Agreement. b) The Parties shall obtain and maintain, during the effective dates of this Agreement, the following insurance coverage and limits (at a minimum): 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. The Automobile Liability insurance shall include a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident, and 2. Commercial General Liability insurance shall cover liability arising from premises, operations, independent contractors and personal injury and CONTRACT FOR DECANT FACILITIES USAGE Page 5 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941F2EA123C advertising injury. The Commercial General Liability insurance shall be written with limits no less than $2,000,000 per occurrence with a $2,000,000 general aggregate. Coverage shall include, but is not limited to, contractual liability, products and completed operations, property damage, mold, pollution and employers liability, and 3.Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. A Parties' membership in the Washington Cities Insurance Authority (WCIA), AWC's Risk Management Service Agency, or another Washington governmental self-insured risk pool, shall satisfy all conditions set forth in this section. c) Each party's insurance shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the other party. d) If any coverage is written on a "claims made" basis, then a minimum of three (3) year extended reporting period shall be included with the claims made policy, and proof of this extended reporting period shall be given to the other party. e) Insurance, other than through an insurance pool, is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 13. Compliance with Law, Right of Inspection No provision of this Agreement shall relieve either party of its public agency obligations and or responsibilities imposed by law. The parties agree to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the activities described in this Agreement, and to all equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. Each party shall have the right to inspect the records of the other party relating to this Agreement upon reasonable notice to the other party, during working hours. 14. Non-Waiver of Breach The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options and the same shall be and remain in full force and effect. 15. Assignment and Modification Any assignment of this Agreement by either party without the prior written consent of the other party shall be void. CONTRACT FOR DECANT FACILITIES USAGE Page 6 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941F2EA123C No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless agreed to in writing and signed by a duly authorized representative of both parties. 16. Entire Agreement The written provisions and terms of this Agreement, together with any Exhibits attached hereto. shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner whatsoever, this Agreement or the Agreement documents. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and any Exhibits attached hereto, which may or may not have been executed prior to the execution of this Agreement. All of the above documents are hereby made a part of this Agreement and form the Agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, then this Agreement shall prevail. 17. Relationship of Parties No joint venture, separate legal entity, agent-principal relationship or partnership is formed as result of this Agreement as each of the parties is contracting in its capacity as a municipal corporation of the State of Washington. The parties intend that an independent contractor-client relationship will be created by this Agreement. No agent, employee, or representative of Auburn shall be or shall be deemed to be the employee, agent or representative of Pacific. No agent, employee or representative of Pacific shall be or shall be deemed to be the employee, agent or representative of Auburn. None of the benefits provided by Auburn or Pacific to its respective employees including, but not limited to, compensation, insurance, and unemployment insurance are available from Auburn or Pacific to the employees, agents or representatives of the other City. Each City will be solely and entirely responsible for its acts and for the acts of its agents, employees and representatives during the performance of this Agreement. 18. Severability The provisions of this Agreement are declared to be severable. If any provision of this Agreement is for any reasons held to be invalid or unconstitutional by a court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity or constitutionality of any other provision. 19. Amendments Any modifications or amendments to this Agreement shall be in writing and shall be signed by each party. CONTRACT FOR DECANT FACILITIES USAGE Page 7 of 8 10935682.3-365335-0001 Docusign Envelope ID:919A3D16-642E-4BD8-A053-5941 F2EA123C 20. Agreement Recording Copies of this Agreement shall be filed with the King County Auditor's Office and the Parties' respective Clerks, provided that as an alternative, the Agreement may be listed by subject on the City's web site. DATED this 13th November day of 2024. CITY OF PACIFIC CITY OF AUBURN Signed by: DocuSigned by: - r_C11/.33 IrCt47a Vic Kave, Mayor Nancy Backus, Mayor 100 3rd Ave SE 25 W. Main Street Pacific, WA 98047 Auburn, WA 98001 ATTEST: ATTEST: ,-Signed by: DocuSigned by: [Merit, (ADA F.SLA-14..fil, elL4441.13-41.2 Laurie Cassell, City Clerk Shawn Campbell, City Clerk APPROVED AS TO FORM: APPROVED AS TO FORM: DocuSigned by: Signed by: r Sfapeivin(�t, �Q5(9-N U��Q� NOD1r0011801D10f 31DS 3701F_^_'c Christopher W. Pirnke, City Attorney Jason Whalen, City Attorney CONTRACT FOR DECANT FACILITIES USAGE Page 8 of 8 10935682.3-365335-0001