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HomeMy WebLinkAbout2024-0097 - - Interlocal Agreement, City of Algona, Decant Facilities Usage - Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 EXHIBIT A INTERLOCAL AGREEMENT BETWEEN THE CITY OF ALGONA AND THE CITY OF AUBURN FOR DECANT FACILITIES USAGE THIS AGREEMENT is made and executed by and between the City of Algona, a Washington municipal corporation, hereafter designated as "Algona," and the City of Auburn, a Washington municipal corporation, hereafter designated as "Auburn." WHEREAS, Algona has limited facilities to properly handle the Waste Materials produced as a result of their Public Works street sweeping and Vactor maintenance activities; and WHEREAS, Auburn has sufficient capacity at their decant facility to handle the Algona Waste Materials. 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 the use of facilities to each other. NOW, THEREFORE, for the consideration stated in this Agreement, Algona 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 Algona. 2. RESPONSIBILITIES The City of Algona shall 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. The unloading of the Waste Materials by Algona at the Facility is to be done under the supervision of an Auburn employee at the Facility. Algona 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. Algona 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 Auburn Facility require, Auburn reserves the right to request Algona 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 Algona as much advance CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 1 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 notice of these conditions as is practicable. Auburn further reserves the right to reject any individual shipment of Waste Materials. Auburn will 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 Auburn shall accept from Algona's Waste Materials in the following volumes: not to exceed 20 tons per month or a total of 150 tons per year as measured at Auburn's truck scale. Auburn may accept Waste Material from Algona that exceeds these volumes upon the review of a written request from Algona. All such requests shall be made to Auburn's Public Works Maintenance and Operations Manager thirty (30) days in advance of proposed delivery of such additional Waste Materials. 4. COST FOR SERVICES A. Waste Materials. Algona 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"). B. Invoicing and Payment. Auburn will bill Algona for its Cost of Services on a quarterly basis. Algona shall make payment to Auburn within thirty (30) days of receipt of an invoice. Auburn reserves the right to increase its Costs for Services fees in response to increases in labor, disposal, and regulatory costs. Auburn shall give Algona at least sixty (60) days' advance written notification of any proposed fee increases. 5. DECANT FACILITY IMPROVEMENTS Algona 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 Algona. 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 Algona and shall endeavor to include Algona in such investigation and planning, to the extent it is reasonably able to do, in keeping with Auburn's intended investigation and planning. By way of example only, and not by way of limitation, Algona 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 the all aspects of any proposed improvement project. Auburn will consult in advance of any CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 2 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 final decisions with Algona for the purposes of determining Algona's future needs and Algona'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. Algona shall indemnify and hold Auburn and its agents, employees, officers and/or volunteers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against Auburn arising out of, in connection with, or incident to Algona's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of Auburn, its agents, employees, officers and/or volunteers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of Algona; and provided further, that nothing herein shall require Algona to hold harmless or defend Auburn, its agents, employees officers and/or volunteers from any claims arising from the sole negligence of Auburn, its agents, employees, officers and/or volunteers. No liability shall attach to Auburn by reason of entering into this Agreement except as expressly provided herein. b. Auburn shall indemnify and hold Algona and its agents, employees, officers and/or volunteers, harmless from and shall process and defend at its own expense any and all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against Algona arising out of, in connection with, or incident to Auburn's performance or failure to perform any aspect of this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of Algona, its agents, employees, officers and/or volunteers, this indemnity provision shall be valid and enforceable only to the extent of the negligence of Auburn; and provided further, that nothing herein shall require Auburn to hold harmless or defend Algona, its agents, employees, officers and/or volunteers from any claims arising from the sole negligence of Algona, its agents, employees, officers and/or volunteers. No liability shall attach to Algona by reason of entering into this Agreement except as expressly provided herein. CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 3 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 c. 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 Algona, its officers, officials, employees, and volunteers, any damages allowed shall be levied in proportion to the percentage of negligence attributable to each party, and each party shall have the right to seek contribution from the other party in proportion to the percentage of negligence attributable to the other party. 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. d. AUBURN SHALL HAVE NO LIABILITY FOR, AND ALGONA SHALL INDEMNIFY AND HOLD AUBURN AND ITS AGENTS, EMPLOYEES, OFFICERS AND/OR VOLUNTEERS HARMLESS FROM AND AGAINST, ALL CLAIMS, DAMAGES, LIABILITIES AND COSTS TO THE EXTENT ARISING OUT OF OR RELATING TO THE PRESENCE, DISCOVERY, OR FAILURE TO DISCOVER, REMOVE, ADDRESS, REMEDIATE OR CLEANUP ENVIRONMENTAL OR BIOLOGICAL HAZARDS RESULTING FROM ALGONA DELIVERIES OR OTHERWISE ATTRIBUTABLE TO ALGONA, SPECIFICALLY INCLUDING, BUT NOT LIMITED TO, MOLD, FUNGUS, HAZARDOUS WASTE, SUBSTANCES OR MATERIALS. 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 arbitration. 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 settled through arbitration. The arbitrator may be selected by agreement of the parties or through King County court procedures. All fees and expenses for mediation or arbitration shall be borne by the parties equally. However, each 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 submitted to arbitration, 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 CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 4 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 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 hall cover liability arising from premises, operations, independent contractors and personal injury and 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. 3. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 5 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 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 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. 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 Algona. No agent, employee or representative of Algona shall be or shall be deemed to be the employee, agent or representative of Auburn. None of the benefits provided by Auburn or Algona to its respective employees including, but not limited to, compensation, insurance, and unemployment insurance are available from Auburn or Algona 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. 14. 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. 15. 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 CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 6 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 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. 16. Assignment and Modification Any assignment of this Agreement by either party without the prior written consent of the other party shall be void. 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. 17. 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. 18. SEVERABILITY If any provision of the Agreement shall be held invalid, the remainder of this Agreement shall not be affected thereby if such remainder would then continue to serve the purposes and objectives of both parties. 19. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties. Any modifications or amendments to this Agreement shall be in writing and shall be signed by each party. 26th November DATED this day of 2024. CITY OF ALGONA CITY OF AUBURN Signed by: DocuSigned by: 'b(1 Uln.ln.IL PCOtatAl4k.4 I BOG4 I AZ0099430 -FEC9ZABD 17E047G Troy Linnell, Mayor Nancy Backus, Mayor ATTEST: ATTEST: Signed by: DocuSigned by:out. peAut `S�ti u rp3BD1Q13,\i�Naa Dana Parker, City Clerk Shawn Campbell, City Clerk CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 7 of 8 Docusign Envelope ID: FF4B02DC-8F93-4F1B-BA89-8683758AAA10 APPROVED AS TO FORM: APPROVED AS TO FORM: Signed by: Signed by: [ d4t. jQS(S�N U1�a� N nrroccao�cl a nssazoaE='"°° Zach Lell, City Attorney Jason Whalen, City Attorney CONTRACT FOR DECANT FACILITIES USAGE-ALGONA Page 8 of 8