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HomeMy WebLinkAbout001181 Original Contract City of Port Angeles Record# 001181 Ail DEPARTMENT OF ECOLOGY State of Washington IAA No. C1700078 INTERAGENCY AGREEMENT (IAA) BETWEEN THE STATE OF WASHINGTON,DEPARTMENT OF ECOLOGY AND CITY OF PORT ANGELES THIS INTERAGENCY AGREEMENT ("Agreement" or "IAA") is made and entered into by and between the state of Washington, Department of Ecology, hereinafter referred to as "ECOLOGY," and the City of Port Angeles, hereinafter referred to as the "CITY," pursuant to the authority granted by Chapter 39.34 RCW. THE PURPOSE OF THIS AGREEMENT is for the ary to establish a post-closure plan and finance assurance reserve account, mandated tinder State solid waste regulations, due to the removal and relocation of solid waste refuse from the closed Port Angeles Landfill located at 3501 West 18th Street, Port Angeles, WA 98363, which was due to exigent vulnerabilities of the waste refuse to the Strait of Juan de Fuca. WHEREAS,the CITY discovered bluff migration,due to marine erosion,had exposed solid waste refuse from the closed Port Angeles Municipal Landfill to the Strait of Juan de Fuca in June 2011, at which time the CITY became obligated to stabilize,remove and relocate solid waste refuse, and comply with all State of Washington landfill closure requirements. WHEREAS, the CITY has completed the work necessary to stabilize, remove and relocate solid waste refuse,and has completed closure of the Port Angeles Municipal Landfill in accordance with state solid waste regulations. WHEREAS,the CITY now seeks to modify its solid waste pen-nit for the Port Angeles Municipal Landfill to address all State of Washington landfill post-closure requirements. Version 3/19/16 State of Washington,Department of Ecology lAA No. C 1700078 WHEREAS, Engrossed Substitute blouse Bill 2380,passed by the House of Representatives and Senate and signed into law by the Governor, at Section 021, provides an appropriation of $2,200,000 from the State Building Construction Account for the Port Angeles Municipal Landfill Project for the establishment of a post-closure account to satisfy the requirements of WAC 173- 351-600. AND WHEREAS, the CITY recognizes that it has full responsibility for all POSt-CIOSUre obligations including maintaining the required post-closure account under WAC 173-351-600. THEREFORE,IT IS MUTUALLY AGREED THAT: 1) STATEMENT OF WORK The CITY will: • Task 1: Complete a Post-Closure Plan approved by the jurisdictional health department as satisfying the post-closure planning requirements of WAC 173-304-407 and WAC 173- 304-460 and WAC 173-351-500. • Task 2: Establish a post-closure reserve account with the funds Provided under this agreement, or supplement a previously-established post-closure account with the funds, to meet the requirements of WAC 173-351-600 for the Port Angeles Municipal Landfill. • Task 3: Pay from the post-closure reserve account expenses incurred by the CITY in conducting post-closure activities described in the approved Post-Closure Plan. The CITY will provide ECOLOGY annual accounting of expenditures from the account. • Task 4: With prior approval by ECOLOGY,pay from the POSt-CIOSUre reserve account extraordinary expenses that may arise during the post-closure phase of the Port Angeles Municipal Landfill, but which were not,anticipated and described in the approved Post- Closure Plan. • Task 5: Meet the requirements of WAC 173-351-600(5)(t)(1) by ensuring that the financial assurance account is audited according to the audit schedule of the Office of State Auditor, and filing a certification of audit completion and summary findings with the jurisdictional health department and provide a copy to ECOLOGY. 2) COMPENSATION Compensation for the work provided in accordance with this IAA has been established under the terms of RCS' 39.34.130 and RCI 39.26,180(3). The pat-ties have determined that the limit of compensation under this agreement for accomplishing the work herein is $2,200,000. The parties acknowledge that the CITY's costs to fully carry out its post-closure obligations may exceed the limit of compensation under this agreement. ECOLOGY will transfer the funds provided tinder this IAA to the CITY after the crry provides I ECOLOGY with documentation that the CITY has an approved Post-Closure Plan (Task 1) and established a post-closure account (Task 2) to receive the appropriated funds. The CITY will 2 Version 9,101/16 State of Washington,Department of Ecology lAA No. C 1700078 provide ECOLOGY Nvith documentation that the funds provided Linder this Agreement were deposited into the post-closure account. Whenever the CITY no longer needs any of the funds provided under this agreement for these above tasks, the CITY will promptly return the remaining funds to ECOLOGY. 3) PERIOD OF PERFORMANCE The period of performance for this IAA will commence on November 30, 2016 or the date of final signature, whichever occurs later. The CITY will complete Tasks I and 2 prior to January 15, 2017. The period of performance for Tasks 3 and 4 will occur when the CITY has expended the funds provided in accordance with the terms of this agreement,or on November 1,2026,whiche'ver occurs first. Amendments extending the period of performance, if any, shall be at the sole discretion of ECOLOGY. 4) BILLING AND PAYMENT PROCEDURE Payment request shall be subi-nitted on state form, Invoice Voucher A19-IA. Invoice shall describe and document to ECOLOGY's satisfaction a description of the work performed, the progress of the work, and related costs. Invoice voucher shall reference the Agreement (IAA) number arid clearly identify those items that relate to performance under this Agreement. Payment will be made within thirty (30) days of submission of a properly completed invoice (form A 19- 1 A) with supportive documentation. The CITY will send the required documentation to: State of Washington Department of Ecology Attn: Tami Ramsey Waste 2 Resources Program SRC P.O. Box 47775 Olympia, WA 98504-7775 .......... 5) ALTERATIONS AND AMENDMENTS This Agreement maybe amended by inutual agreement of the patties. Such amendments shall not be binding unless they are in writing and si&rned by personnel authorized to bind each of the parties. 6) ASSIGNMENT The work to be provided under this Agreement,and any claini arising thereunder, is not assignable or delegable by either party in whole or in part, without the express prior written consent. of the other party,which consent shall not be unreasonably withheld. 3 Version 9/01/A6 State of Washington,Department of Ecology 1AA No. CI 700078 7) ASSURANCES Parties to this Agreement agree that all activity pursuant to this contract will be in accordance with all the applicable current federal, state and local laws, rules, and regulations. 8) CONFORMANCE If any provision of this Agreement violates any statute or rule of law of the state of Washington, it is considered modified to conform to that statute or rule of law. 9) DISPUTES Parties to this Agreement shall employ every effort to resolve a dispute themselves without resorting to litigation. In the event that a dispute arises under this Agreement that cannot be resolved among the parties, it shall be determined by a Dispute Board in the following manner. Each party to this Agreement shall appoint one member to the Dispute Board. The members so appointed shall jointly appoint an additional member to the Dispute Board. The Dispute Board shall review the facts, agreement terms, and applicable statutes and rules, and then make is determination of the dispute. The determination of the Dispute Board shall be final and binding on the pat-ties hereto, unless restricted by law. The cost of resolution will be borne by each party paying its own cost. As an alternative to this process, if state agencies, either of the parties may request intervention by the Governor, as provided by RC W 43.17.330, ill which event the Governor's process will control. The parties may mutually agree to a different dispute resolution process. 10)FUNDING AVAILABILITY ECOLO(::Y's ability to make payment is contingent on availability of funding. In the event funding from state, Federal, or other sources is withdrawn, reduced, or limited in any way after the effective date and prior to completion or expiration date of this Agreement, ECOLOGY, at its sole discretion,may elect to terminate the agreement, in whole or part, for convenience or to renegotiate the agreement subject to new funding limitations and conditions. ECOLOGY may also elect to suspend performance of the agreement until ECOLOGY determines the funding insufficiency is resolved. ECOLOGY may exercise any of these options with no notification restrictions. 11)GOVERNING LAW AND VENUE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. This Agreement shall be construed and interpreted in accordance with the laws of the state of Washington, and the venue of any action brought hereunder shall be in the Superior Court for Thurston County. 12) INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party. 4 Version 9/01/16 State of Washington,Department of Ecology I AA No.Cl 700078 13)ORDER OF PRECEDENCE In the event of an inconsistency in the terms of this Agreement, or between its terms and any applicable statute or rule, the inconsistency shall be resolved by giving precedence in the following order: a. Applicable federal and state of Washington statutes, regulations, and rules. b. Mutually agreed upon written amendments to this Agreement. c. This Agreement. d. Any other provisions of this Agreement, including materials incorporated by reference. 1.4)RECORDS MAINTENANCE The parties to this Agreement shall each maintain books,records, documents and other evidence that sufficiently and properly reflect all direct and indirect costs expended by either party in the performance of tile service(s) described herein. These records shall be subject to inspection, review or audit by personnel of both parties, other personnel duly authorized by either party, the Office of the State Auditor,and federal officials so authorized bylaw, All books,records,documents,and other material relevant to this Agreement will be retained for six years after expiration of this Agreement and the Office of the State Auditor, federal auditors, and any persons duly authorized by the parties shall have full access and the right to examine any of these materials during this period. lZecords and other documents,in any medium, himished by one party to this Agreement to the other party,will remain the property of the furnishing party, unless otherwise agreed. The receiving party will not disclose or make available this material to any third parties without first giving notice to the furnishing party and giving it a reasonable opportunity to respond. Each party will utilize reasonable security procedures and protections to assure that records and documents provided by the other party are not erroneously disclosed to third parties subject to state public disclosure laws. 15)RESPONSIBILITIES OF THE PARTIES Each party of this Agreement hereby assumes responsibility for claims and/or damages to persons and/or property resulting from any act or omissions on the part, of itself, its employees, its officers, and its agents. Neither party will be considered the agent of the other party to this Agreement. 16)RIGHTS IN DATA Unless otherwise provided, data which originates from this Agreement shall be "works for hire" as defined by the U.S. Copyright Act of 1976 and shall be owned by state of Washington, ECOLOGY. Data shall include, but not be limited to, reports, documents, pamphlets, advertisements, books magazines, surveys, studies, computer programs, films, tapes, and/or Sound reproductions, Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. 17)SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable IaNv and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable. 5 Version 9/01/16 State of Washington,Department of Ecology 1AA No. C 1700078 18)SUBCONTRACTORS CITY agrees to take complete responsibility for all actions of any Subcontractor used under this Agreement for the perfort-nance. When federal funding is involved there will be additional subcontractor requirements and reporting. Prior to performance, all Subcontractor who will be performing services under this Agreement must be identified,including their nai�ne,the nature of services to be performed,address,telephone, WA State Department of Revenue Registration Tax number (IJBI), federal tax identification number (TIN), and anticipated dollar value of each subcontract. Provide such information to E(','OLOGY's agreement manager. 19)TERMINATION FOR CAUSE If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement,or if either party violates any of these terms and conditions,the aggrieved party will give the other party written notice of such failure or violation. The responsible party will be given the opportunity to correct the violation or failure within fifteen (15)business days. If failure or violation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other. 20)TERMINATION FOR CONVENIENCE Either party may terminate this Agreement upon thirty(30)calendar day prior written notification to the other party. If this Agreement is so terminated, the parties 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. 21)WAIVER A failure by either party to exercise its rights under this Agreement shall not preclude that party frorn subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a written amendment to this Agreement signed by an authorized representative of the parties. 22)AGREEMENTMANAGEMENT The representative for each of the pat-ties shall be responsible for and shall be the contact person for all communications and billings regarding the performance of this Agreement. The ECOLOGY Representative is: The CITY Representative is: Name: Peter Lyon Name: Craig Fulton Address: W2R Program - SWRO Address: Director, Public Works and PO Box 47775 Utilities Department Olympia, WA 98504-7775 110 Box 1150 Phone: (360)407-6381 Port Angeles,WA 98362-1150 Email: plyo461 C(�,Iecywa.gov Phone: (360)417-4800 Fax: (360)407-6305 Email: c f u I t on((-i c i t vo 11 pa.us 6 VeNkm 9/01/16 State of'Washington, Department of Ecology 1AA No.C`.1700078 23)ALL WRrr1NGS CONTAINED HEREIN 11ris Agreement contains all the teams and conditions agreed upon by the parties. leo other understandings, oral or otherwise,regarding the subject matter of this Agreement shall be deeaned to exist or to bind any of the parties hereto, The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement. IN WITNESS WFIEREOF, the Parties below, having read this Contract in its entirety, including all attachments, cto agree in each and every particular and have thus set their hands hereunto. State of Washington City of Port Angeles Department of Ecology By, By: _ w Signature Datk Signature Date a It0--.. C4," Print rne Print " inane: T 1 C ,. 111, Title: Title: Approved as to form: Attorney General's Office 7 Versaon 9/01f16