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029-18 - West Sound Utility District - ContractINTERLOCAL AGREEMENT City of Port Orchard Regional Decant Facility Beneficial Use Agreement THIS INTERLOCAL AGREEMENT is entered into by and between the City of Port Orchard, Washington (the "City") and West Sound Utility District ("WSUD") (collectively, the "Parties") as of the date entered below. WHEREAS, Chapter 39.34 RCW authorizes two or more political subdivisions or units of local government of the State of Washington to cooperate on a basis of mutual advantage to provide for services and facilities; and WHEREAS, WSUD will benefit from use of the City's Regional Decant Facility (hereinafter "Facility") to process WSUD vacuum eductor truck waste for regulation and operational purposes; and WHEREAS, WSUD, as well as the City, will benefit from cooperative use of this facility; and WHEREAS, the cooperative provisions of this Interlocal Agreement (hereinafter the "Agreement") are in the best interests of the public; and WHEREAS, the Parties mutually desire to establish a formal arrangement under which to use and operate the 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 the City of Port Orchard has taken appropriate action to approve the City's entry into this Agreement; and WHEREAS, WSUD has taken appropriate action to approve the Counties' entry into this Agreement; and WHEREAS, the acceptance and signature of this document terminates any previous Agreement relating to Facility usage NOW, THEREFORE, in consideration of the terms, conditions and covenants contained herein, the City and WSUD agree as follows: Port Orchard / WSUD Interlocal Agreement for Decant Facility Use Page 1 of 5 March 13, 2018 TERMS Section 1. Purpose. The purpose of this Agreement is to establish a formal arrangement under which the Parties will share the use of the Facility to process street wastes as set forth below. The terms, conditions and covenants of this Agreement shall accordingly be interpreted to advance this purpose. This Agreement further seeks to allocate and define the Parties' respective rights, obligations, costs and liabilities concerning the establishment, operation and maintenance of this undertaking. A. The Parties individually generate street wastes and have a need for a permanent facility in which this material can be handled in accordance with environmental regulations. B. The Facility will be used by the Parties to process street wastes. The Facility will provide a decant feature for liquids and adequate storage for materials collected that is in compliance with Federal, State, and Local environmental regulations. The facility will provide water for cleanup and eductor truck refilling at a per use rate. Section 2. Term. This Agreement shall be effective upon its execution by the Parties hereto. Unless terminated in accordance with Section 3, this Agreement shall remain effective until December 31, 2023 when it shall expire automatically. The Parties may at their option renew this Agreement for a mutually agreed upon term by a writing signed by both Parties. Section 3. Termination. Either Party may terminate this Agreement with or without cause by providing the other Party with thirty (30) days' written notice of its intent to terminate. Termination or expiration shall not alter WSUD's payment obligations under Section 5 for services already rendered, and shall not alter the Parties' respective obligations under Section 8 of this Agreement. Section 4. Obligations of WSUD. WSUD agrees to: A. Ensure that all WSUD users of the Facility will be versed in the Standard Operating Procedures (SOP) for decanting waste at this Facility. Failure to follow the guidelines specified in the SOP may result in termination of this Agreement. Section 5. Payment Rate and Schedule. The Parties agree to the following billing and payment schedule: A. Rates: The City shall follow the rate schedule determined for Kitsap County Waste Processing as adopted by County Resolution 174-2014, attached hereto as Attachment A and incorporated herein by this reference. Rates will be re-evaluated annually and adjusted as needed by City resolution. Invoices shall be delivered to the WSUD every other month. Port Orchard / WSUD Interlocal Agreement for Decant Facility Use Page 2 of 5 March 13, 2018 B. Within thirty (30) days of receiving any invoice, WSUD shall submit payment to the City for the invoiced amount. Section 6. Administration; No Separate Entity Created. The City Public Works Director shall serve as the administrator of this Agreement. No separate legal entity is formed by this Agreement. Section 7. Ownership and Disposition of Property. Each Party shall retain ownership of all of its real and personal property used in connection with this Agreement. No new real or personal property will be obtained for use in connection with this Agreement. Section 8. Release, Indemnification and Hold Harmless Agreement. 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 out of work performed under the terms hereof, caused by its own fault or that of its agents, employees, representatives, contractors or subcontractors. Each of the Parties specifically promises to indemnify the other Party against claims or suits brought under Title 51 RCW by its own employees, contractors or subcontractors, and waives any immunity that that Party may have under that title with respect to, but only to, the limited extent necessary to indemnify the other Party. Section 9. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Washington. Any action arising out of this Agreement shall be brought in Kitsap County Superior Court. Section 10. No Employment Relationship Created. The Parties agree that nothing in this Agreement shall be construed to create an employment relationship between any Party and any employee, agent, representative or contractor of any other Party. Section 11. No Third Party Rights. This Agreement is intended for the sole and exclusive benefit of the Parties hereto and no third party rights are created by this Agreement. Section 12. Notices. Notices to the Parties shall be sent to the following addresses: City of Port Orchard Mark Dorsey, P.E. Public Works Director/City Engineer 216 Prospect Street Port Orchard, WA 98366 Port Orchard / WSUD Interlocal Agreement for Decant Facility Use Page 3 of 5 March 13, 2018 West Sound Utility District Brent Winters Operations Manager 360-876-2545 2924 SE Lund Ave. Port Orchard WA 98366 Section 13. Duty to File Agreement with County Auditor. The City shall, after this Agreement is executed by both Parties, file this Agreement with the Kitsap County Auditor. Section 14. Integration. This document constitutes the entire embodiment of the Agreement between the Parties and, unless modified in writing by an amendment to this Interlocal Agreement signed by the Parties hereto, shall be implemented as described above. Section 15. Non -Waiver. Waiver by any Party of any of the provisions contained within this Agreement, including but not limited to any performance deadline, shall not be construed as a waiver of any other provision. CITY OF PORT ORCHARD WEST SOUND UTILITY DISTRICT : B ' I 1 By: l� /'� (�U�� 3 27/11 Y ROBERT PPTAANSUU Date BRENT-WfN—T-Eft-S Date Mayor Operatiens Manager ATTEST/AUTH04 I ATED: Brandy Rinearson, CMC, City Clerk Approved as to form only: Sh n Cates, City Attorney ()RT Oy�,,,�� O Rq rF'�O�'. • s Nib C) Port Orchard / WSUD Interlocal Agreement for Decant Facility Use Page 4 of 5 March 13, 2018 Attachment A. RESOLUTION NO. n -.2014 Re-,oluliur ;adopting New disposal Fees for the lCrtsap County Maintenance yldaste Processing facility WHEREASr Kltsap Camty Code Chapter 9.14 established disposal fees'Cir the K.Isap Coanity Maintenance tnlaste Processing Facilihr through Ord-.nanca 299-2Do3; WHEREAS, Kitsap County Ordinance 299-2003 has becii arnended allowing rates to be established by Resolt.ticn and niodif ed through liie re5ululiun pier' as, may he requires: frarn time to time consistent with ott flr County fees; HOW THEREFORE, BE IT RESOLVED by the Kitsap County Board of Count; tsrim mlaclan-ars that the Disposal 12 es for the disposal of xasle generated by incorporated areas at tte Kksac County Maintenance'Waste Precessing 1726lity stfal! be: Small Loads— 500 nalions or less liquid Waste Only $1;.D.00 Liquid and Sala Waste G150.DD Medium Loads — 500 to 100tl gallons, Uquid :"taste Only 5150.00 Liquid and Solid Waste 52DO.DD Lartre Loads — aver 1000 Gallons Liquid bWas'e Orly $2DO. 00 Lkjuld and fialid Waste $250.00 Port Orchard / WSUD Intedocal Agreement for Decant Facility Use Page 5 of 5 March 13, 2018