Interlocal Agreement with Public Hospital District 2 to Provide an Physical Activity ProgramLIP
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CONTRACT ROUTING FORM
Z
Originator:
Parks & Recreation
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Department/Division:
Parks & Recreation
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Name of Consultant/Contractor:
Public Hospital District No. 2
WCONTRACT
TITLE:
Interlocal Agreement to Provid
G
N o. 20190327
Routed by:
Date:
(City Clerk Use Only)
Parks & Recreation
03/27/2019
e a Physical Activity Program
Type of Contract: ® (GR) Grants Q (1) Intergovernmental Agreement ® (L) Lease Agreement
1-- U (S) Purchase of Services U (W) Public Works U (0) Other
Z
Lu
z Project/Bid/RFP No: 20190327
tom.) _Effective Date: 03/27/2019 Completion Date: 11/30/2019
H
L) Has the original contract boilerplate language been modified? Yes No
I.- If yes, specify which sections have been modified:
pDescription
V I of Services:
Total Amount of Contract:
Amount: Amount:
y Budget # Budget #
J_
Q Amount: Amount:
w Budget # Budget #
C
QBudget # Amount: Budget # Amount:
V
QAre there sufficient funds in the current budget to cover this contract? Yes No
Z Remarks:
Authorization Level:
w
❑ 1. Project Manager
Q ❑ 2. Risk Management/Budget
Z ❑ 3. City Attorney
23 ❑ 4. Consultant/Contractor
U ❑ 5.Other
❑ 6. City Council Approval
❑ Date (if applicable)
❑ 7. Mayor
❑ 8. City Clerk
INTERLOCAL AGREEMENT TO PROVIDE A PHYSICAL ACTIVITY PROGRAM
This Agreement is made between Public Hospital District No. 2, Snohomish County,
Washington and the City of Edmonds to provide a physical activity program in Edmonds.
1. PARTIES
1.1 Public Hospital District No. 2, Snohomish County, Washington ("PHD2"),
a public hospital district formed under Chapter 70.44 RCW; and
1.2 The City of Edmonds, a Washington municipal corporation.
2. PURPOSE AND PROGRAM
2.1 The purpose of this Agreement is to enable the City of Edmonds to
provide a physical activity program for the benefit of PHD2 residents (the "Physical Activity
Program"). The scope of the Physical Activity Program is described in the City of Edmonds'
grant application submitted on June 29, 2018 (attached hereto as Exhibit A (the "Application")).
2.2 As described in the Application, the Physical Activity Program will
provide opportunities for area residents to improve their health by exercising in Edmonds Parks
and the Program will accomplish this by installing exercise equipment called outdoor fitness
zones at two parks and by providing free fitness classes using the equipment.
3. AUTHORITY
3.1 PHD2 is authorized under RCW 70.44.240 to "contract" with any "legal
entity" to "provide any hospital or other health care facilities or other health care services to be
used by individuals, districts, hospitals, or others, including providing health care maintenance
services." RCW 70.44.007 defines "other health care services" to include "services that promote
health, wellness, and prevention of illness and injury."
3.2 The City of Edmonds is a Washington municipal corporation.
4. TERM AND TERMINATION
4.1 The Agreement will begin on the date of the second signature on this
Agreement.
4.2 The Agreement will end when the final reporting by the City of Edmonds
is accepted and approved by PHD2 as described below.
5. OBLIGATIONS OF PHD2
5.1 PHD2 will fund the Physical Activity Program provided by the City of
Edmonds in three payments:
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(a) An initial payment of forty-nine thousand five hundred dollars and
no cents ($49,500.00) on July 15, 2019;
(b) A second payment of twelve thousand seven hundred fifty dollars
and no cents ($12,750.00) on July 15, 2020;
(c) A third and final payment of one hundred seven thousand seven
hundred fifty dollars and no cents ($107,750.00) on July 15, 2021.
6. OBLIGATIONS OF THE CITY OF EDMONDS
6.1 The funds provided by PHD2 will be used by the City of Edmonds solely
to fund a portion of the cost of two outdoor fitness zones and other park improvements to
encourage physical activity by area residents, as specified in the Application. The improvements
described in the Application will be completed by the City of Edmonds no later than November
30, 2019 for Mathay Ballinger Park and by September 30, 2021 for Civic Park. The City of
Edmonds will be solely responsible for ongoing maintenance of the outdoor fitness zones during
the term of this Agreement. The project scope may be further developed and refined, but not
substantially altered from the scope described in the Application without the prior written
authorization of PHD2.
6.2 As consideration for the participation of PHD2 in this Agreement, the City
of Edmonds agrees to make the new park equipment available during the term of this Agreement
for use to encourage the physical activity by residents and community groups and organizations
that offer physical activity opportunities in the PHD2 service area.
6.3 To encourage use of the outdoor fitness zones, the City of Edmonds will
will provide orientations for people to learn how to use the equipment and free classes for those
people who would like to exercise in a group with an instructor. In addition, The City of
Edmonds will partner with a vendor that can provide online instructions and a possible web app
in order to provide additional instruction.
6.4 The City of Edmonds will measure the results of the Physical Activity
Program, including the number participants in orientations and fitness classes, and through
random counts of people at the parks.
6.5 The City of Edmonds will submit progress reports of activities carried out
under the Program including summaries of outcomes and results and financial reports detailing
use of the funds, according to the following schedule:
Date due to PHD2
Type of report
February 15, 2020
1 St annual report
February 15, 2021
2nd annual report
February 15, 2022
3rd annual re ort
February 15, 2023
4" annual report
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6.6 The City of Edmonds will use the funds provided by PHD2 only for the
Physical Activity Program and will return any portion of the payments that are not used for the
Physical Activity Program by February 15, 2022.
6.7 The City of Edmonds recognizes that PHD2 is a public agency subject to
audit by the Washington State Auditor. The City of Edmonds will provide PHD2 with any
accessible information that PHD2 is requested to provide to the Washington State Auditor or
otherwise required to provide to the State of Washington or to the Federal Government or
pursuant to the Washington Public Records Act.
6.8 The City of Edmonds will comply with all local, state and federal laws
including, if applicable, the federal Health Insurance Portability and Accountability Act
("HIPAA"). Furthermore, the City of Edmonds will comply with all local, state and federal laws
for bids, purchasing goods and services, and construction.
6.9 During the term of this Agreement, the City of Edmonds will give every
consideration to suggestions by PHD2 for modifications to the Physical Activity Program to
obtain more favorable health outcomes for the participants.
6.10 The City of Edmonds will give credit to PHD2 that recognizes its funding
of the Physical Activity Program. The use of PHD2's logo, when appropriate, is encouraged.
PHD2 and the City of Edmonds will work cooperatively to find a mutually agreeable way to
recognize PHD2's funding of the Physical Activity Program in the two parks.
7. MISCELLANEOUS PROVISIONS
7.1 Relationship of the Parties. The relationship created between PHD2 and
the City of Edmonds in this Agreement is strictly that of independent contractors. The
Agreement creates no partnership or joint venture between the parties, nor may any officer or
employee of one party be considered to be an employee or agent of the other. Further, the
Agreement provides no rights to any third parties and may not be relied on by any other person
or entity.
7.2 Applicable Law. The Agreement is entered under the laws of the State of
Washington. Any litigation arising from this Agreement must be filed in Snohomish County
Superior Court.
7.3 Liability and Insurance. The City of Edmonds will indemnify, defend and
hold PHD2 harmless from any claims, lawsuits or other actions, and judgments arising in any
way from the Physical Activity Program provided under this Agreement. The City of Edmonds
will maintain a liability insurance policy of at least $1,000,000 per occurrence during the term of
this Agreement.
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7.4 Entire Agreement; Amendments. This Agreement is complete and
integrates all understandings between the parties. No amendment or other change to the
Agreement will be binding on either party unless agreed to in writing and signed by each party.
7.5 Severability. If a court of competent jurisdiction rules any part of this
Agreement to be invalid, the remainder of the Agreement will still be in full force and effect.
7.6 Force Majeure. Neither party will be in default or liable for failure to
perform its obligations under this Agreement if that failure is due to causes beyond its reasonable
control including, but not limited to, acts of God, acts of terrorism, fires, floods, windstorms
earthquakes, labor disputes or governmental acts.
7.7 Notices and Re ortin . Any notice or reporting required or otherwise
given under this Agreement will be considered delivered or given when actually delivered or 48
hours after being deposited in the U.S. Mail as certified mail addressed to the following:
To PHD2:
Robin Fenn, Superintendent
Public Hospital District No. 2, Snohomish County
4710 196th Street
Lynnwood, WA 98036
To the City of Edmonds:
Carrie Hite, Parks, Recreation & Cultural Services Director
City of Edmonds
700 Main Street
Edmonds, WA 98020
7.8 Assignment. This Agreement may not be assigned without the written
consent of the other party. Each party may consent to or decline a request for assignment by the
other party at the sole discretion of the party from which consent is requested.
7.9 No Waiver. A party's forbearance or delay in exercising any right or
remedy under this Agreement shall not constitute a waiver of the right or remedy at issue. Nor
shall a waiver by either party of any right or remedy constitute a waiver of any other similar right
or remedy.
7.10 No Joint Venture. Nothing contained in this Agreement shall be construed
as creating any type or manner of partnership, joint venture or other joint enterprise between the
parties.
7.11 No Se ate Entity Necess . The parties agree that no separate legal or
administrative entities are necessary to carry out this Agreement.
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7.12 Ownership_ of Property. Except as expressly provided to the contrary in
this Agreement, any real or personal property used or acquired by either party in connection with
its performance under this Agreement will remain the sole property of such party, and the other
party shall have no interest therein.
7.13 Execution in Counte arts. This Agreement may be executed in two or
more counterparts, each of which shall constitute an original and all of which shall constitute one
and the same agreement.
7.14 Warranty of Authority. Each of the signatories hereto warrants and
represents that he or she is competent and authorized to enter into this Agreement on behalf of
the party for whom he or she purports to sign this Agreement.
AGREED TO:
PUBLIC HOSPITAL DISTRICT NO. 2
SNOHOMISH COUNTY, WASHINGTON
By
Robin Fenn, Sup intendant
THE CITY )F EDMONDS
IC
David O. Earling, Mayor
Date: �S • 9 . I I
Date: P
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