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AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS This Agreement on Response to Hazardous Substance Incidents ("Agreement") is made by and between the CITY OF MOSCOW, a municipal corporation of the state of Idaho ("the CITY"), and 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 ("the UNIVERSITY"). IN GENERAL. A. Pursuant to the Idaho Hazardous Substance Response Act, 39-7101 et seq. ("The Act"), the CITY has designated the Moscow Fire Department as the local emergency response authority by Resolution 91-11 ("Response Authority"). B. Pursuant to 39-7106, the Response Authority will respond to a hazardous substance incident occurring within the CITY'S jurisdiction in a fashion consistent with the Idaho Hazardous Materials Emergency Incident Command and Response Plan. C. The CITY'S jurisdiction for purposes of the Act consists of property within the corporate limits of the City, including but not limited to, property which is owned, held, used by, or otherwise under the control of the UNIVERSITY. D. The purpose of this Agreement is to delineate the manner in which the CITY and the UNIVERSITY will respond to hazardous substance incidents and will cooperate regarding the cost of providing such response. E. Nothing in the Agreement shall relieve the CITY or the UNIVERSITY of any obligation or responsibility imposed upon it by law. 2. UNIVERSITY'S ASSISTANCE/ADVICE. Upon the request of the CITY'S incident commander as defined in I. C. 39-7103(5), the UNIVERSITY will make its best efforts to render reasonable assistance and/or advice in response to hazardous substance incidents occurring within the CITY'S jurisdiction. 3. INDEMNITY, DEFENSE AND EXCEPTION. A. It is anticipated that in rendering assistance and/or advice pursuant to the Act and this Agreement, the University shall have the limited immunity from liability granted in 39-7113(2) and the Idaho Tort Claims Act, 6-901 et seq. AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS Page I of 5 2000-47 ---PAGE BREAK--- B. In the event and to the extent that such limited immunity is unavailable to the UNIVERSITY for any reason, except those set forth in I. C. 39-7113(3), the CITY shall hold harmless, indemnify and defend the UNIVERSITY from and against any and all claims, losses, damages, injuries, liabilities, and costs, including attorney's fees, court costs and expenses incurred in or from any such claim, arising from a hazardous substance incident, which occurs on property not owned by the UNIVERSITY, to which the UNIVERSITY responds at the request of the CITY's incident commander. C. EXCEPTION: None of the provisions of this Agreement shall in any event, affect the UNIVERSITY's liability for a release of a hazardous substance pursuant to I. C. 39-7111. 4. REIMBURSEMENT. A. It is anticipated that the UNIVERSITY is permitted to and shall exercise to the extent possible the reimbursement rights granted in I. C. 39-7109. B. If, and to the extent that, the UNIVERSITY is unable to obtain complete reimbursement under 39-7109 for any reason, except for the UNIVERSITY's failure to submit and pursue a reimbursement claim in a timely and proper manner, the CITY shall reimburse the UNIVERSITY for all UNIVERSITY costs recoverable under I.C. 39-7109 from a hazardous substance incident to which the UNIVERSITY responds at the request of the CITY's incident commander. Such obligation by the CITY to reimburse the UNIVERSITY shall not apply to reimbursement related to a release of hazardous substance(s) by the UNIVERSITY. 5. INSURANCE. A. The CITY shall maintain such public liability and property damage insurance, including general, products, and automobile liability insurance, as will protect it and the UNIVERSITY from claims for damages because of bodily injury, including death, or damages because of injuries to or as, destruction or loss of use of property, which may arise from operations under this Agreement whether such operations be by the CITY, the UNIVERSITY, or their agents or anyone directly or indirectly employed by them. B. The "Regents of the University of Idaho" shall be an additional insured on the CITY's policy(ies) for claims arising from a hazardous substance incident which occurs on property not owned by the UNIVERSITY, to which the UNIVERSITY responds at the request of the CITY's incident commander. AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS Page 2 of 5 ---PAGE BREAK--- C. All insurance required under this paragraph shall be maintained in full force and effect and shall be maintained at the CITY's expense until this Agreement terminates. D. Certificates of such insurance shall be provided to the UNIVERSITY contemporaneously with the execution and delivery of this Agreement by the CITY. In addition, the CITY shall notify the UNIVERSITY in writing as soon as practicable after notice of an injury or a claim which involves the UNNERSITY is received. 6. PERSONNEL AND PROPERTY. A. University employees who render assistance and/or advice under this Agreement shall remain employees of the UNIVERSITY for all purposes and shall not be employees of the CITY when providing assistance and/or advice related to incidents to which the UNIVERSITY responds at the request of the CITY's incident commander. B. Each party to this Agreement will remain responsible for acquiring, maintaining, repairing, holding and disposing of its own real and personal property used in this Agreement unless otherwise agreed. 7. NOTICES. A. Any notice under this Agreement 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: The University: The City: AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS The Regents of the University of Idaho Fred Hutchison, Safety Officer University of Idaho Moscow, ID 83844-2030 Phone: (208) 885-6524 Fax: (208) 885-5969 City of Moscow Gary J. Riedner, City Supervisor P. 0. Box 9203 206 East 3rd Street Moscow, ID 83843-!703 Phone: (208) 883-7000 Fax: (208) 883-70 !8 Page 3 of5 ---PAGE BREAK--- B. Any notices shall be deemed to have been given on the earlier of: 1) actual delivery or refusal to accept delivery, 2) the date of mailing by certified mail, or 3) the day facsimile delivery is verified. C. Actual notice, however, and from whomever received, shall always be effective. 8. ADMINISTRATION OF AGREEMENT The UNIVERSITY shall be the administrator of this Agreement. 9. ASSIGNMENT AND/OR DELEGATION. A. No assignment of this Agreement or of any right accruing under this Agreement or delegation of any duties arising under this Agreement shall be made, in part or in whole, by either party without the written consent of the non-assigning party. B. Notwithstanding any assignment or delegation, the assignor shall remain fully liable on its obligations under this Agreement and shall not be released from performing any of the terms, covenants, and conditions of this Agreement. 10. SEVERABILITY. A. If any term or provision of this Agreement shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not be affected, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. B. It is the intention of the parties that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, the provision shall have the meaning which renders it valid. 11. TERMINATION. This Agreement may be terminated by either party upon thirty (30) days notice to the other party as provided herein. AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS Page 4 of5 ---PAGE BREAK--- THE REGENTS OF THE UNIVERSITY OF IDAHO f . r. By: J<;r{y W\)lfacO\ \(ice Prident tpr Finance and Administration \ 1' ) Date: j j'2 /z 7/cm Approved by The Regents of the University of Idaho on Jq ne 15 , 2000. Contracts\Hazardardous Substance Incident Response Agreement.doc AGREEMENT ON RESPONSE TO HAZARDOUS SUBSTANCE INCIDENTS Page 5 of5