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Memorandum of Understanding Paradise Creek Watershed Restoration Artificial Wetlands Demonstration Project 1 < Parties< This Memorandum of Understanding ("MOU") is between The Regents of the University of Idaho" a public corporation, state educational institution and body politic and corporate organized and existing under the Constitution and laws of the State of Idaho ("University") acting through the Idaho Water Resources Research Institute ("Research Institute"), the City of Moscow ("City") and the Palouse-Clearwater Environmental Institute ("Environmental Institute'} 2< Purposes of this MOU are to: a) Define the responsibilities and expectations of the Parties in designing and constructing a Wetlands Demonstration Project [Paradise Creek Watershed Restoration<] b) Establish the conditions of use of University property for the Project c) Establish a framework for future cooperation between the organizations and agencies participating in the Project 3< Funding to support design and construction of the Project will be provided through a Section 319 grant, Phase Two: Paradise Creek Watershed Restoration, from the Idaho Division of Environmental Quality ("IDEO") and the United States Environmental Protection Agency ("EPA") to the Environmental Institute< 4< Goal of the Project is to demonstrate the beneficial effects of Wetlands in improving the water quality of Paradise Creek through a private/public cooperative research effort 5< Objectives of the Project include: a) To demonstrate an innovative treatment technology for potential point and non point source pollution which is less expensive than traditional treatment methodologies< b) To learn about the functions and values of Wetlands in enhancing stream water quality through participation and research associated with the Project c) To demonstrate how Wetlands can enhance the quality of water entering Paradise Creek< d) To optimize the effectiveness of Wetlands in enhancing stream water quality through research, design and operations< e) To demonstrate that "artificial" Wetlands can provide many of the same treatment functions as natural Wetlands< f) To develop an artificial Wetlands demonstration project which can serve as a model project for the Inland Northwest 6< Description of the Project: a) Phase Two: Paradise Creek Watershed Restoration consists of development of an artificial Wetlands area to demonstrate the effectiveness of Wetlands to enhance treatment of various point and non-point sources of discharge that currently drain into Paradise Creek< Memorandum of Understandino Paradise Creek VVatershed Restoration Artificial Wetlands Demonstration Project 10121196 1 of 6 ---PAGE BREAK--- b) The artificial Wetlands will be sited on University property adjacent to the Idaho/Washington state line, between the Burlington Northern Railroad right-of way and the north bank of Paradise Creek, c) The artificial Wetlands will consist of two separate systems: a subsurface flow and a free water system occupying approximately 4,2 acres including internal berms, d) The water surface area of approximately 3,26 acres will be divided into ten long, narrow Wetland cells, Eight of the cells will be straight channels approximately 394 feet long and 36 feet wide. Two remaining Wetland cells to the south will follow the meandering contours of the creek. Small islands and finger dikes will break up wide areas in the irregular channels. e) A complete description of the Project and tasks appears in the Project Proposal submitted to IDEO by Environmental Institute. 7. Roles and Responsibilities of the Parties: a) University agrees to: i) Provide a site for the project as shown on the site map at Addendum A. ii) Provide assistance to Research Institute for ongoing maintenance of the artificial Wetlands demonstration area. iii) Grant permission to Environmental Institute to construct the Wetlands demonstration as described in this MOU. b) Research Institute agrees to: i) Provide technical and scientific review and approval of design, construction and current and future uses of the site as an artificial demonstration Wetlands. ii) Serve as representative for University on issues related to implementation of this MOU. iii) Develop short-term and long-term education and research program goals. iv) Coordinate use of the constructed artificial Wetlands as a university-wide teaching and research facility. v) Develop, write and produce promotional materials for the education and research components. vi) Coordinate priority uses of the Wetlands demonstration site with University administration. vii) Complete planning for long-term operation, maintenance and disposition of constructed artificial Wetlands. viii) Develop and implement a cost share strategy for education and research user programs to contribute to the long-term operation and maintenance of the facility. ix) Assume responsibility for operation and maintenance of the facility with assistance from Environmental Institute and other University departments. x) Submit applications, in the name of the University, for all permits associated with ongoing operation of the Wetlands demonstration site. Memorandum of Understanding Paradise Creek Watershed Restoration Artificial Wetlands Demonstration Project 10/21/96 2 of 6 ---PAGE BREAK--- c) City agrees to: i) Maintain the Wastewater Treatment Plant (WWTP) effluent delivery system pursuant to criteria allowed by City's NPDES permit. ii) Assure continued flow of Wastewater Treatment Plant effluent to the Wetlands facility, subject to prior water rights and contingent upon regulatory approval, if required. iii) Cooperate in research of wetland treatment of municipal water plant effluent. d) Environmental Institute agrees to: i) Administer the Section 319 grant, Phase Two: Paradise Creek Watershed Restoration subject to prior approval by University. ii) Coordinate and oversee project design, engineering, and construction subject to review and approval by University through Idaho Water Resources Research Institute at critical points. iii) Provide volunteer labor to assist with Project construction. iv) Provide volunteer labor on an ongoing basis for the purpose of light maintenance. v) Prepare (or ensure that the contractor prepares) applications for all permits required for construction. vi) Provide for code-compliant access during construction. vii) Ensure that all volunteers have executed hold harmless statements in favor of University, on a form approved by University before permitting any volunteer to participate in any activity on University property, and deliver originals of all executed forms to University. viii) Issue contracts for construction as needed, subject to review and approval by University. ix) Perform hydraulic engineering to enable delivery of municipal water plant effluent to Wetlands. 8. Project Benefits include: a) Creation of a research and demonstration site for free water-surface and subsurface flow Wetlands systems. b) Construction of a model demonstration project which will be used by City and University to evaluate a larger-scale Wetland treatment facility, both for temperature stabilization and nutrient removal. c) Providing education regarding the function and value of Wetlands in treatment of potential point and non-point sources of stream water pollution through trails, observation areas and interpretive signs which explain how Wetlands can be used as a water treatment facility and habitat enhancement area. d) Providing a site for research and training in biology, life sciences, hydrology, aquatic ecology. engineering and other sciences related to Wetlands ecology for University students and faculty. Memorandum of Understandinq Paradise Creek Watershed Restoration Artificial Wetlands Demonstration Project 10/21/96 3 of 6 ---PAGE BREAK--- 9. Project Evaluation: a) A Water Quality Monitoring Workplan will be developed by the Parties and submitted for approval by IDEQ. b) Inflow and outflow to and from the Wetlands will be monitored with a flow proportional continuous monitoring device and by means of grab samples during high flow events. 10. General Provisions: a) This MOU is intended to support. and not conflict with, Contract No. QC012700, Contract Amendment between IDEQ and Environmental Institute. b) If this MOU conflicts with NPDES or other permits issued to University, City, or other Parties to this MOU, the conflicting terms will be renegotiated by the Parties. c) Applications for temporary permits associated with construction will be filed by Environmental Institute: such permits will be issued to Environmental Institute. d) Applications for permits associated with ongoing operation and maintenance will be filed by Research Institute on behalf of University: such permits will be issued to University. e) University assumes no responsibility to provide for future public access to the site. f) Environmental Institute shall restrict access to the site to those individuals approved by University. 11. Amendment 12. a) Proposed changes to this MOU will be submitted in the form of an amendment, and will take effect upon the written agreement of all Parties to this MOU. b) Any of the Parties may propose changes to this MOU. Term. a) b) c) This MOU will terminate upon 30-days written notice of any Party's intent to discontinue performing its responsibilities under this MOU. Written notice must be provided to all other Parties. This MOU will be reviewed every five years to assess its adequacy, effectiveness and continuing need. If this MOU is terminated prior to completion of construction, whether unilaterally or by Agreement, PCEI shall be responsible for returning University's property to its condition prior to this MOU. 13. Additional Parties may be added to this MOU if they agree to all portions of this MOU and any amendments to it and if existing Parties agree such additional parties may be added. 14. Notices. Any notice under this MOU shall be in writing and be delivered in person or by public or private courier service (including U. S. Postal Service Express Mail) or certified mail with return receipt requested or by facsimile. All notices shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time direct in writing: Memorandum of Understanding Paradise Creek VVatershed Restoration Artificial Wetlands Demonstration Project 10/21/96 4 of 6 ---PAGE BREAK--- Notice to University and Research Institute will be provided to: Director Idaho Water Resources Institute University of Idaho Moscow, ID 83844-3011 Notice to City will be provided to: City Engineer City Hall Moscow, Idaho 83843 Notice to Environmental Institute will be provided to: Executive Director Palouse-Clearwater Environmental Institute P. 0. Box 8596 Moscow, Idaho 83843 15. Venue: Governing Law. It is specifically negotiated and agreed between the Parties that in the event any legal proceeding shall be instituted between them, such legal proceeding shall be instituted in the courts of the County of Latah, the State of Idaho, and each of the parties agrees to submit to the jurisdiction of such courts. It is further agreed that this MOU shall be governed by the laws, including conflicts of laws, in the State of Idaho as an agreement to be performed within the State of Idaho. 16. Severability. If any term or provision of this MOU shall, to any extent be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this MOU shall not be affected thereby, and each term and provision of this MOU shall be valid and be enforceable to the fullest extent permitted by law; and it is the intention of the parties hereto that if any provision of this MOU is capable of two constructions, on of which would render the provision void and the other of which would render the provision valid, such provision shall have the meaning which renders it valid. 17. Indemnity. Environmental Institute shall indemnify, defend and hold City harmless from and against any and all claims, losses, damages, injuries, liabilities and all costs, including attorneys fees, court costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on Environmental Institute's part to be performed under the terms of this MOU, or arising from any act, negligence or the failure to act of Environmental Institute, or any of its agents, contractors, employees. invitees, volunteers, or guests. Environmental Institute, upon notice from City, shall defend City at Environmental Institute 's expense by counsel reasonably satisfactory to City. Environmental Institute, as a material part of the consideration of City, hereby waives all claims in respect thereof against City. This indemnification does not apply when such claims, losses, damages. injuries, liabilities, costs, and expenses are the result of negligent acts, errors, omissions or fault on the part of City, its employees or agents. Memorandum of Understanding Paradise Creek Watershed Restoration Artificial Wetlands Demonstration Project 10121/96 5 of 6 ---PAGE BREAK--- 18. Indemnity. Environmental Institute shall indemnify, defend and hold University harmless from and against any and all claims, losses, damages, injuries, liabilities and all costs, including attorneys fees, court costs and expenses and liabilities incurred in or from any such claim, arising from any breach or default in the performance of any obligation on Environmental Institute's part to be performed under the terms of this MOU, or arising from any act, negligence or the failure to act of Environmental Institute, or any of its agents, contractors, employees, invitees, volunteers. or guests. Environmental Institute, upon notice from University, shall defend University at Environmental Institute's expense by counsel reasonably satisfactory to the University. Environmental Institute, as a material part of the consideration of University, hereby waives all claims in respect thereof against University. This indemnification does not apply when such claims, losses. damages, injuries. liabilities, costs. and expenses are the result of negligent acts, errors, omissions or fault on the part of University, its employees or agents. 19. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, governmental controls, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance, except for the payment of money, by such party for a period equal to any such prevention, delay or stoppage. 20. No Assignment of Contract. No assignment of this MOU or of any right accruing under this MOU shall be made. in part or in whole. 21. Entire Agreement. This MOU and the other documents to be executed by the Parties, embody the entire agreement relative to the subject matter hereof, and there are no oral agreements existing relative to the subject matter hereof which are not expressly set forth herein or in the documents to be executed hereunder and covered hereby, and in the case of any conflicts between any such documents, this MOU shall control. FOR THE UNIVERSITY: Jerry W,all÷ce \ Date Vice Prøsident for'finance and Administration University of ldanb FOR RESEARCH INSTITUTE: Lel nd L. Mink' · n· $ ' f ' ll Director ·Date Idaho Water Resources Research Institute Memorandum of Understanding Thomas C. Lamar Executive Director Date Palouse-Clearwater Environmental Institute FOR THE CITY OF MOSCOW: Paul C. Agidius Mayor City of Moscow 6 of 6 Paradise Creek Watershed Restoration Artificial \Netlands Demonstration Project 10/21/96 ---PAGE BREAK--- iloaenaum A I L