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CON0001991 - 4/6/2011 - Pacific Northwest Interagency Cooperative Intergovernmental Agreement Grounds Equipment & Maintenance GEM 2011-2020 Contract & Agreement upload form Agreement Contract Description Pacific Northwest Interagency Cooperative Intergovernmental Agreement Grounds Equipment&Maintenance GEM 2011-2020 As described at the top of the Contract/Agreement,including other party. Contract Amount (if applicable) Contracting Agency Pacific Northwest Agency Contact Contact Phone Contact Email Interagency Cooperative Vancouver City Clerk 360-487-8600 Additional Agency Contact Information Cooperative includes 25 listed entities City Staff Contact (Responsible) Staff Contact Phone# Staff Contact Title Steve Wall 4212 Public Works Director Department Person Uploading Form Type of Contract Public Works Madison Phillips Interlocal Agreement(ILA) Project Number Media Type Paper Electronic • Both *IMPORTANT!-if related to another contract,provide that contract number here: Provide if its an amendment,addendum,exhibit,replacement,continuation,etc. Grounds Equipment and Maintenance,GEM Interlocal, Washington State,WASHDOT,WSDOT, City of Vancouver, Clark County,City of Camas, City of Battle Ground,City of Washougal, City of Ridgefield, City of Woodland,Town of Yacolt,City of La Center, City of Gresham,City of Portland, CCFD5,CCFD6, Port of Camas/Washougal, Port of Vancouver, Clark Public Utilities,Clark Regional Transportation Agency,Clark Regional Wastewater District, Vancouver Public Schools,Camas School District#117, Battle Ground School District#119, Evergreen School District#114, Educational School District#112,Clark Regional Emergency Services Agency,C-Tran, CRESA, labor,equipment, material, request for services, maximum amount payable$50000 per year per party Additional Contract Information Key words,other agency-related,ordinance,amendment no.to original contract dated Includes Exhibit B:Signature Page--Extension(2016-2020). supersedes Interlocal Agreement dated 12/19/2005 filed under Clark County Auditor's File No.43929261A Start Date Completion Date Expiration Date 4/6/2011 12/31/2020 Expiration Date Renews Automatically Specific Date Upon Project Completion Other Renewal/Termination/Extensions Terms (i.e.90 days written;until superseded;none specified) may be extended in 5 year increments at least Disposition Authority#(DAN) 15 days prior to expiration. GS50-01-11 Description of Records Contracts and Agreements- Retention Disposition Action General 6 years Destroy Designation Archival-Appraisal Required Archival-Permanent Retention Essential Non-Essential Non-Archival OFM OPR Remarks Confidential Exempt Information Comments Originally set to expire 12/31/2015. Extension executed 12/21/2015. File Upload (Limit 1 file) Pacific Northwest Interagency Cooperative Intergovernmental 1.69MB Agreement Grounds Equipment&Maintenance GEM 2011-2020.pdf To be posted on CITE' of Vancouver website Pacific Northwest InteraLyency Cooperative Intergovernmental Agreement For Grounds Equipment and Maintenance (" GEM") Services 1 /1 /2011 - 12/31 /2015 This Agreement is made and entered into effective January 1 , 2011 , by and between the undersigned parties under virtue of Titles 39 . 34 and 47 . 28 RCW and ORS 190 . 007 . WHEREAS , the parties hereto are charged with the responsibility of constructing and maintaining their facilities, streets , roads , and highways and maintaining staff, equipment and materials to perform the necessary work; and WHEREAS , a number of the parties to this Agreement have had in place since 2005 an Interlocal Agreement for the sharing of equipment and labor for services , roadway construction, roadway maintenance and facilities support, (filed under Clark County Auditor ' s File No . 4391926IA) ; and WHEREAS , the parties and public have benefited from the earlier Interlocal Agreement through greater efficiencies and economies of scale ; and WHEREAS , such interlocal cooperative effort has commonly been known as the "GEM" Agreement, which stands for grounds , equipment and maintenance ; and WHEREAS , this successor Interlocal Agreement is formed to be consistent with the provisions and term of the "Tnterl_ocal Cooperation Act" pursuant to Chapter 39 . 34 RCW, the provisions of the "Highways and Transportation Improvements Cooperative Agreements Act" pursuant to RCW 47 . 28 . 140 , and with the provisions of ORS 190 . 007 , Intergovernmental Cooperation; and WHEREAS , it is believed that the need today for efficiencies and economies of scale for public agencies is greater than ever . NOW THEREFORE , in consideration of the terms , conditions , covenants and performances contained herein, or attached and incorporated and made part hereof, // // // GEM INTERLOCAL — 2011 -2015 — PAGE I THE PARTIES AGREE AS FOLLOWS . 1 . PURPOSES It is the purpose of this Agreement to permit the parties to make the most efficient use of their resources by enabling them to cooperate by furnishing each other labor, equipment and materials when available on a reimbursable basis for services, roadway construction, maintenance activities , and facilities support. This will be done with the understanding that the work of the owner of the requested resources takes first priority . 2 . PARTICIPATION The initial parties to this Agreement are : • Washington State, by and through the Washington State Department of Transportation (hereinafter referred to as "WASHDOT") • City of Vancouver, Washington (hereinafter referred to as "Vancouver") • Clark County, by and through its Public Works Department (hereinafter referred to as " Clark County") • City of Camas , Washington (hereinafter referred to as "Camas") • City of Battle Ground, Washington (hereinafter referred to as "Battle Ground") • City of Washougal , Washington (hereinafter referred to as "Washougal ") , a municipal corporation organized under the laws of the state of Washington • City of Ridgefield, Washington (hereinafter referred to as "Ridgefield") • City of Woodland, Washington (hereinafter referred to as "Woodland") • Town of Yacolt, Washington (hereinafter referred to as "Yacolt") • City of La Center, Washington (hereinafter referred to as "La Center") • City of Gresham, Oregon • City of Portland, Oregon • Clark County Fire District No . 5 • Clark County Fire District No . 6 • Port of Camas/Washougal • Port of Vancouver • Clark Public Utilities • Clark Regional Transportation Agency (hereinafter known as "C - Tran") • Clark Regional Wastewater District (formerly known as the Hazel Dell Sewer District) • Vancouver Public Schools • Camas School District # 117 • Battle Ground School District # 119 • Evergreen School District # 114 • Educational School District # 112 (hereinafter known as "ESD 112") • Clark Regional Emergency Services Agency (hereinafter referred to as "CRESA") General purpose governmental jurisdictions and public service providers may in the future join in this agreement by executing a signature page pursuant to Section 21 of this Agreement. GEM INTERLOCAL — 2011 -2015 — PAGE 2 Other organizations who are neither general purpose governmental jurisdictions nor public service providers may also be allowed to participate in similar or identical, but separate, service agreements . 3 . TERM OF AGREEMENT The teen of this Agreement is for the period from January 1 , 2011 , through December 31 , 2015 . Such term may be extended in accordance with Section 4 of this Agreement. This Agreement supersedes the Interlocal Agreement dated December 19 , 2005 , filed under Clark County Auditor ' s File No . 4391926IAo 4 . EXTENSIONS The term of this Agreement may be extended in five -year increments from the date that this Agreement was initially executed by mutual written agreement of one or more of the parties . The extension agreements shall be executed at least fifteen ( 15 ) days prior to the expiration of the Agreement. If such Agreement is extended, then there will be a review of the cost of services provided under this Agreement. If such review( s) result in a finding of increased costs, then such increased costs will be available upon request. The Administrator for each respective party is authorized to approve and execute such five -year extensions without further authorization from the legislative or governing body of the respective governmental parties . 5 . REQUEST FOR SERVICES Each request for service shall be in writing and shall specify the particular service required, the amounts and types of labor, equipment, and materials required, the location of the work, the estimated cost of the work and other information pertinent to the request. Upon receipt of the request, the party which has been requested to supply the service shall indicate its acceptance or rejection of the request, provide an estimated cost of the work by their forces, have it signed by their authorized official , and return one copy to the requesting party. In cases of emergency or unforeseen circumstance necessitating prompt action the request and approval may be done verbally but must be documented in writing within forty eight (48 ) hours of the verbal request. The party supplying the services or the vehicles , machinery, and equipment shall be designated as the "Provider" herein. The party receiving the services or assuming the use of vehicles , machinery or equipment shall be designated the "User" herein. 6 . PAYMENT The parties to this Agreement agree that the User under this Agreement shall reimburse , upon request, the Provider for its actual direct and related indirect costs including any administrative overhead charges . Administrative charges between two separate parties may be waived by virtue of a written separate reciprocal agreement between the parties . Users will pay Provider ' s invoices in full within thirty (30) days of billing . The maximum amount payable for work performed under this Agreement is fifty thousand dollars ($ 50 , 000) per calendar year by each party to the Agreement. 7. RECORDS RETENTION AND AUDIT GEM INTERLOCAL — 2011 -2015 — PAGE 3 The parties agree to maintain records of all costs incurred under this Agreement, in accordance with an accounting system as prescribed and approved by the Washington State Auditors Office or by the Oregon Secretary of State Audits Division, as applicable . These records shall be kept available for inspection and audit by the party requesting the service for six (6) years after payment of the requested service . 8 . CARE AND MAINTENANCE OF EQUIPMENT The parties agree that any time a request is made for the use of equipment, that the User shall be responsible for the proper care, maintenance and security of the equipment until the equipment is returned to the Provider. The User shall permit the equipment to be used only by properly trained and supervised operators . Any damage other than normal wear and tear will be the responsibility of the party in possession of the equipment at the time the equipment is damaged . The Provider may require, at its sole discretion, that only Provider ' s personnel operate certain equipment. In doing so , Provider shall be deemed an independent contractor and Provider ' s employees shall not be deemed employees of the User. The Provider ' s operator shall perform under the general direction and control of the User but shall retain full control of the manner and means of using the equipment. 9 . RIGHT OF ENTRY The parties to this Agreement hereby grant and convey to each other the right to enter upon all land in which the parties have an interest, within or adjacent to the right of way of a highway, road or street for the purpose of accomplishing all work or services requested as part of this Agreement. 10 . ADMINISTRATORS The respective parties to this Agreement shall select one Administrator per governmental entity. The Administrator will be specifically appointed by the legislative and/or governing body of the governmental entity/organization, and shall have full powers to act on behalf of his or her respective governmental entity/organization. The Administrator may appoint another person to act in his or her capacity as Administrator for purposes of this Agreement. 11 . DISPUTE CLAUSE, CHOICE OF LAW AND VENUE In the event that a dispute arises under this Agreement, it shall be resolved as follows : The Administrator for the Provider and the User shall each appoint a member to a disputes board. These two members of the disputes board shall select a third member not affiliated with either Agency. The dispute resolution hearing 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 . In the event that any Party deems it necessary to institute legal action or proceedings to enforce any right or obligation under this Agreement, the Parties hereto agree that any such action or proceedings shall be brought in a court of competent jurisdiction in Clark County, Washington. The laws of the State of Washington shall apply to this Agreement. 12 . HOLD HARMLESS AND INDEMNIFICATION GEM INTERLOCAL — 2011 -2015 — PAGE 4 A. Usage of Equipment. When using Provider equipment only, the User will protect, save and hold harmless and indemnify the Provider and its officers , agents , and employees from all claims , actions , damages , or expenses of any nature whatsoever by reasons of the acts or omissions of the Provider or its assigns , agents , contractors , licensees , invitees , employees , or any person whomsoever arising out of or in connection with any acts or activities authorized by this Agreement arising solely out of the User ' s use of the Provider ' s equipment. In such cases , the User further agrees to defend the Provider and its officers , agents , employees , assigns , agents, contractors , licensees , invitees , and employees in any litigation, including payment of any costs or attorney fees for any claims or action commenced thereon arising out of or in connection with the acts or activities authorized by this Agreement. This obligation shall not include such claims , costs , damages or expenses which are caused by the sole negligence of the Provider or its officers , agents, employees, assigns , contractors , licensees , invitees, or employees . B . Usage of Both Equipment and Labor. When the Provider provides both equipment and labor, the Provider will protect save and hold harmless and indemnify the User and its officers, agents , and employees from all claims , actions , damages , or expenses of any nature whatsoever by reasons of the acts or omissions of the User or its officers, agents , employees , assigns , contractors , licensees , invitees , or employees arising out of or in connection with any acts or activities authorized by this Agreement arising out of the use of both the Provider' s equipment and labor. In such cases , the Provider further agrees to defend the User and its officers , agents, employees , assigns , agents, contractors , licensees , invitees , and employees in any litigation, including payment of any costs or attorney fees for any claims or action commenced thereon arising out of or in connection with the acts or activities authorized by this Agreement. This obligation shall not include such claims , costs , damages or expenses which are caused by the sole negligence of the User or its officers , agents , employees, assigns , contractors , licensees , invitees , or employees . Co Waiver of Worker ' s Compensation Immunity. This hold harmless and indemnification shall include any claim made against a party by an employee of another party or an employee of an agent or subcontractor of a party even if the parry is thus otherwise immune from liability pursuant to the Washington workers ' compensation statute, Title 51 RCW or the Oregon workers ' compensation statute , Ch 656 ORS . D . Concurrent Negligence. If the claims or damages are caused by or result from the concurrent negligence of the Provider and their agents or employees , and the User, its agents or employees , and involves those actions covered by RCW 4 . 24 . 115 , both the Provider and the User shall be liable only to the proportional extent of their respective negligence . 13 . CIVIL RIGHTS ACT A. Nondiscrimination -- Title VI of the Civil Rights Act. All participants agree to comply, and assure the compliance of each third party contractor and each sub-recipient at any tier of the Project, with all requirements prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964 , as amended, 42 U. S . C . § 2000 (d) and (e) , et seq . , and U . S . DOT regulations , "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- -Effectuation of Title VI of the Civil Rights Act, " 49 C . F . R. Part 21 , and any implementing requirements the Federal Transit Authority (hereinafter referred to as "FTA") may issue . B . Equal Employment Opportunity — Title VII of the Civil Rights Act. All participants agree to comply, and assures the compliance of each third party contractor and each sub-recipient at any tier GEM INTERLOCAL — 2011 -2015 — PAGE 5 of the Project, with all requirements of Title VII of the Civil Rights Act of 1964 , as amended, 42 U . S . C . § 2000e, and 49 U . S . C . § 5332 and any implementing requirements the FTA may issue . 14 . FRAUD OR FALSE STATEMENTS By executing this Agreement, each party affirms the truthfulness and accuracy of any statement it has made, it makes, or may make or cause to be made, pertaining to use of any C-Tran / Federal Transit Agency ("FTA") funded or assisted equipment used pursuant to this Agreement . Each party also acknowledges that if it makes , or causes to be made, a false, fictitious or fraudulent claim, statement, submission or certification to the Federal Government under a contract that is financed in whole , or in part, by Federal assistance, the Government reserves the right to impose the penalties of 18 USC sec 1001 and 49 USC sec 5307 to the extent the Federal Government deems appropriate . 15 . FTA APPROVAL AND FEDERAL CHANGES Each party, when contracting with an FTA regulated agency, shall at all tunes comply with all applicable FTA regulations , policies , procedures and directives , including those listed by reference in the Agreement between C- TRAN and the FTA, as they may be amended or promulgated from time to time during the term of this Agreement at any tier of the project. The party ' s failure to do so shall constitute a material breach of this contract. 16 . DRUG AND ALCOHOL TESTING If involved with the maintenance , repair or operation of CJran revenue service vehicles , the contracting agency shall agree to participate in a drug and alcohol program established in compliance with the federal Department of Transportation 49 CFR 653 and 654 . Employees who perform safety- sensitive" functions must be included in the substance abuse management program. The FTA has determined that safety- sensitive functions are performed by the following personnel who : 1 ) operate revenue service vehicles including when not in revenue service, 2) operate non-revenue service vehicles that require drivers to hold commercial driver ' s licenses (LDLs) , 3 ) dispatch or control revenue service vehicles , 4) maintain revenue service vehicles or equipment used in revenue service except for contractors to Section 18 transit agencies , 5 ) provide security and carry a firearm. The FTA has also determined that regulations apply to employees of a contractor hired by participants to provide transit and/or maintenance services . These categories included supervisors who perform these functions . Supervisors of employees in these categories who do not themselves perform these functions are excluded. C-Tran may request copies of signatory agency' s Drug and Alcohol Policy from their respective Human Resources Departments . 17 . ACCESS TO RECORDS GEM INTERLOCAL — 2011 -2015 — PAGE 6 All participating agencies agree to maintain records and reports required under this Agreement for a period of not less than three (3 ) years after the date of termination or expiration, except in the event of litigation or settlement of claims arising from the performance of any part of this Agreement, in which case all records shall be retained until the participating agency, the FTA, or the Comptroller General have disposed of all litigations, appeals or claims related to this cooperative activity . 18 . INCORPORATION OF FTA TERMS AND CONDITIONS The preceding provisions include, in part, certain Terns and Conditions required by the United States Department of Transportation (hereinafter referred to as "DOT") whether or not expressly set forth in the preceding contract provision. All contractual provisions required by DOT as set forth in the FTA Circular 4220 . 1F, dated November 1 , 2008 are hereby incorporated by reference . Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The parties shall not perform any act, fail to perform any act, or refuse to comply with any participating agency' s requests , which would cause other participating agencies such as GTran to be in violation of the FTA terms and conditions . 19 . TERMINATION OF AGREEMENT The right is reserved by the parties to this Agreement to terminate the agreement at any time by giving thirty (30) days written notice to the other party or parties . 20 . INTERLOCAL COOPERATION ACT COMPLIANCE This is an Agreement entered into pursuant to Chapter 39 . 34 and Chapter 47 . 28 RCW and pursuant to ORS 190 . 007, Intergovernmental Cooperation. Its purpose is as set forth in Section 1 . Its duration is as specified in Sections 3 (Term) and 4 (Extensions) . Its method of termination is set forth in Section 18 . Its manner of financing and of establishing and maintaining a budget therefore is described in Section 6 (Payment) . No property shall be acquired pursuant to this Agreement which will need to be disposed of upon partial or complete termination of this Agreement. 21 . DOCUMENT EXECUTION AND POSTING The parties agree that this Agreement may be executed in any number of counterparts and by the parties on separate counterparts , any one of which shall constitute an agreement between and among the parties who have executed this Agreement; provided that each party shall transmit to the attention of the Vancouver City Clerk an original, executed signature page of this Agreement, the template for which is attached to this Agreement as Exhibit A. The Vancouver City Clerk shall cause a copy of this Agreement and a copy of each executed signature page of each party to be posted on the Vancouver City website pursuant to Chapter 32 , Laws of Washington 2006 (RCW 39 . 34 . 040) . Upon execution of an original of this Agreement, and posting of a copy of a party ' s executed signature page on the City of Vancouver' s website, each such counterpart shall constitute an agreement binding upon all who have so executed this Agreement. The parties agree that subsequent parties may also sign original signature pages to this Agreement that incorporate by reference all the terms of this Agreement. Subsequent parties shall transmit signed signature pages to the attention of the Vancouver City Clerk, who shall cause a copy of such GEM INTERLOCAL — 2011 -2015 — PAGE 7 signature pages to be posted on the City of Vancouver website . Upon receipt and posting of such signature pages , this Agreement shall likewise be binding up such subsequent parties . . 22 . RATIFICATION Acts taken in conformity with this Agreement prior to its execution are hereby ratified and affirmed. 23 . WAIVER No waiver by either party of any term or condition of this Agreement incorporated in this Agreement shall be deemed or construed to constitute a waiver of any other term or condition or of any subsequent breach, whether of the same or different provision. 24 . SEVERABILTY If any section or part of this Agreement is held by a court to be invalid, such action shall not affect the validity of any other part of this Agreement. GEM INTERLOCAL — 2011 -2015 — PAGE 8 EXHIBIT A — SIGNATURE PAGE To be posted on City of Vancouver website RETURN ADDRESS City of Vancouver City Clerk ' s Office PO Box 1995 Vancouver, WA 98668 - 1995 Pacific Northwest Interagency Cooperative Intergovernmental Agreement For Grounds Equipment and Maintenance (" GEM") Services 1 /1 /2011 - 12/31 /2015 (SIGNED BY EACH PARTICIPATING ENTITY) The undersigned agrees to abide by the Pacific Northwest Interagency Cooperative Agreement for Equipment and Services (" GEM" Interlocal) - 1 / 1 /2011 — 12/31 /2015 , the terms and conditions of which are hereby incorporated by this reference as if fully set forth herein . AGENCY NAME (Signature) P & u / Dennis M Ay 6r (Printed Name/ Title) ` l / (Date) Attested to : (Signature)(/ 1 /V (Printed Name/ Title) t l �U' By : Approved as to Form : (Signature) ..5 h atiA ac PA er• S o /i 44oA tII (Printed Name/ Title) Attorney for GEM INTERLOCAL — 2011 -2015 — PAGE 9 EXHIBIT B — SIGNATURE PAGE — EXTENSION To be posted on City of Vancouver website RETURN ADDRESS City of Vancouver City Clerk ' s Office PO Box 1995 Vancouver, WA 98668 - 1995 Pacific Northwest Interagency Cooperative Extension of Intergovernmental Agreement For Grounds Equipment and Maintenance (" GEM ") Services 1 /1 /2016 — 12/31 /2020 (SIGNED BY EACH PARTICIPATING ENTITY) The undersigned agrees to extend and abide by the Pacific Northwest Interagency Cooperative Agreement for Equipment and Services ("GEM" Interlocal — 1 / 1 /2011 to 12/31 /2015) from 1 / 1 /2016 — 12/31 /2020 , the terms and conditions of which are hereby incorporated by this referenSasi1 yset forth herein. AGENE i (Signature) (Printed Name/ Title) j j ' MfLtmin�r (Date) Attested to : 612 � C (Signature) PF,I� 2 Ca PC: CL �f A-oft , ► A1i's >� (Printed Name/ Title) By: Approved as to Form : A 00 (Signature (Printed Name/ Title) Cat) Ax,? , W A Attorney for