Snohomish Conservation District Interlocal Agreement for Joint or Cooperative ServicesCONTRACT ROUTING FORM
Originator: Rob English
O Department/Division: Engineering - Public Works
Name of Consultant/Contractor: Snohomish Conservation District ILA
u CONTRACT TITLE:
a ILA for Joint or Cooperative Services
No. 20210101
Routed by:
Bate:
i Type of Contract:1-1 (GR) Grants (1) Intergovernmental Agreement
� � (S) Purchase of Services � (W) Public Works
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E" Bid/RFP Number:
Z
U Effective Date: 01 /01 /2021
VHas the original City contract boilerplate language been modified?
If yes, specify which sections have been modified:
IO Description
U of Services
L_ _
Total Amount of Contract:
Budget #
N
J
Budget #
w
0
Q
Budget #
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Q Z Are there sufficient funds in the current budget to cover this contract?
Z Budget g g
u_ ud et is based on an annual negotiation.
Authorization Level: Council
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®1. Project Manager
2. Risk Management/Budget
Z n 3. City Attorney
❑ 4. Consultant/contractor
L 0 5. Other
Completion Date:
®Yes (�) No
Amount
Amount:
Amount:
I� Yes O No
❑✓ 6. City Council Approval
Date (if applicable)
0 7. Mayor
❑✓ 8 City Clerk
(City Clerk Use Only)
Megan Luttrell
02/10/2021
❑ (L) Lease Agreement
❑ (0) Other
12/31 /2025
11 /17/2020
INTERLOCAL AGREEMENT BETWEEN
CITY OF EDMONDS AND
SNOHOMISH CONSERVATION DISTRICT
FOR JOINT OR COOPERATIVE SERVICES
January 1, 2021 through December 31, 2025
This Interlocal Agreement (hereinafter "Agreement") is entered into by and between the City of Edmonds
(hereinafter "City"), a political subdivision of the State of Washington, and the Snohomish Conservation
District (hereinafter "District"), a Washington municipal corporation established pursuant to Chapter
89.08 RCW.
WHEREAS, the District was established pursuant to Chapter 99.08 RCW to undertake a variety of
activities relating to the conservation, management, and sustainability of natural resources; and
WHEREAS, the District and City of Edmonds are authorized pursuant to the Interlocal Cooperation Act,
Chapter 39.34 RCW, to enter into agreements with one another for joint or cooperative action; and
WHEREAS, the District's boundaries include all of the City of Edmonds; and
WHEREAS, since 1941 the District has assisted landowners and local governments as they face resource
management challenges relating to water quality and other natural resource issues; and
WHEREAS, increasing demands for resource management programs, resulting from more stringent
regulations, urban development pressures, and public interest and awareness, has put a strain on both
District and City of Edmonds financial resources; and
WHEREAS, the District has outlined long term goals and objectives in its Strategic Plan; and
WHEREAS, the City of Edmonds shares responsibility for conserving and managing the City of
Edmonds's natural resources; and
WHEREAS, the District and City of Edmonds support and concur in the need to continually refine and
coordinate their long and short term goals, objectives, and programs for managing and conserving the
City ofEdmonds' s natural resources; and
WHEREAS, the revenue frorn rates and charges imposed by Snohomish County (County) pursuant to
RCW 89.08.400 will allow the District to work in partnership with the City of Edmonds to obtain grant
funding and support the County and the City of Edmonds in addressing requirements of the National
Pollutant Discharge Elimination System (NPDES), Endangered Species Act (ESA) listing of salmon
species, and other natural resource protection requirements and needs;
NOW, THEREFORE, the District and City of Edmonds mutually agree as follows:
I. PURPOSE
A. The recitals set forth above are incorporated herein by this reference.
B. The purpose of this Agreement is to establish and define the terms and conditions for the
cooperative efforts to be undertaken by the City of Edmonds and the District to promote, facilitate, and
undertake certain conservation programs and activities.
C. This Agreement shall be implemented through an annual scope of work as provided in Articles
IV and V.
H. DURATION OF AGREEMENT
A. This Agreement shall commence on the date of January 1, 2021 and terminate December 31,
2025, unless otherwise modified or terminated in accordance with the terms of this Agreement.
B. The activities described in the yearly Appendices that are performed after the execution date of
this Agreement, shall be eligible for funding under this Agreement.
III. FUNDING
Funds for the resource management and conservation programs provided for in this Agreement shall be
defined within the annual Scope of Work and Budget negotiated between the City of Edmonds and the
District.
IV. RESPONSIBILITIES OF THE DISTRICT
A. Scope of Work
This Agreement shall be implemented through a scope of work. The City of Edmonds and the District
shall negotiate a scope of work and budget for each year of this Agreement, which scope of work and
budget will coordinate and -describe the conservation programs and activities to be undertaken using funds
from the City of Edmonds and the District.
The District shall actively involve constituents and partners, including the City, to develop a proposed
scope of work and budget for conservation programs and activities to be undertaken in the succeeding
year with funds obtained from the City. On or before December 1 of each year the District shall provide
the proposed scope of work and budget to the City for final review and approval.
B. Program Reporting
With each invoice, the District shall submit to the City of Edmonds a report which summarizes the work
performed and expenditures incurred during the invoice period. The reports shall also include, but not be
linvted to, the following:
A description of work performed during the period and progress made to date.
2, A description of any adverse conditions that affected the program objectives and/or time
schedules, and actions taken to resolve them.
V. RESPONSIBILITIES OF THE CITY OF EDMONDS
A. Cooperation with the District
The City of Edmonds shall assist the District in a timely manner in the preparation, review, modification,
and implementation of the scope of work, including accommodation of sensitive District timelines and
assistance in identifying and making plan modifications that are reasonably consistent with the mission
and goals of the District.
B. Payment of Billing Requests
The City of Edmonds shall provide payment within 30 days of an approved billing request submitted by
the District for work activities and expenditures identified by the agreed to scope of work and budget.
VI. ENTIRETY OF AGREEMENT
This Agreement constitutes the entire agreement between the City of Edmonds and the District and
supersedes all proposals, oral and written, and all other communication between the parties in relation to
the subject matter of this Agreement. No other agreement exists between the City of Edmonds and the
District with regards to the instant subject matter except as expressly set forth in this instrument. Except
as otherwise provided herein, no modification of this Agreement shall be effective until reduced to
writing and executed by both parties.
VII. MAINTENANCE OF RECORDS
The District shall maintain all books, documents, receipts, invoices, and records, including payroll
records, necessary to sufficiently and properly reflect the expenditures associated with this Agreement.
The accounting records shall provide for a separate recording and reporting of all receipts and
expenditures. Financial records pertaining to
platters authorized by this Agreement are subject to inspection and audit by representatives of the City of
Edmonds or the State Auditor upon request.
VIII. AMENDMENTS AND MODIFICATIONS OF PROGRAM EXPENDITURES
A. Changes in Approved Projects or Program Activities
The City of Edmonds, through the mayor or mayor's designee, must approve the removal, modification,
or addition of work identified in the annual scope of work.
B. Delays
Spending for some projects or program activities may be delayed because of extended time frames for
obtaining supporting grant funds, holdups in the permit review/approval processes, or other unforeseen
circumstances. Variations in the scope of work or budget for these reasons shall be documented between
the District and the City of Edmonds,
IX. PROPERTY
Title to property purchased by the District in carrying out the scope of work shall vest in the District
X. GENERAL PROVISIONS
A. Notice
Except as set forth elsewhere in this Agreement, notice for purposes of this Agreement, except service of
process, shall be given by the District to the City of Edmonds by delivery to the Public Works Director,
121 5`h Ave. N, Edmonds, WA 98020. Notice to the District for purposes of this Agreement, except
service of process, shall be given to the Chair of the Board of Supervisors of the District and to the
District Manager, 528 - 91" Ave. NE. Lake Stevens, WA 98258.
B. Compliance with Laws
The District and the City of Edmonds shall comply with all federal, state, and local laws, statutes,
ordinances, rules, and regulations applicable to the performance of this Agreement. The District and the
City of Edmonds agree to comply with all the provisions of the Americans with Disabilities Act and all
regulations interpreting or enforcing such acts,
C. Indemnification
The District and the City of Edmonds agree to protect, defend and hold harmless each other, its elected
and appointed officials, employees and agents, from and against all claims, demands and causes of action
of any kind or character, including any cost of defense and attorney's fees, arising out of any actions,
errors or omissions of the other party, its officials, employees and agents in performing this Agreement
except for those arising out of the sole negligence of the other party.
D. Non -assignment
The District shall not subcontract, assign, or delegate any of the rights, duties or obligations covered by
this Agreement without prior express written approval by the City of Edmonds.
E. Independent Contractor
The District will perform the services under this Agreement as an independent contractor and not as an
agent, employee, or servant of the City of Edmonds. The parties agree that the District is not entitled to
any benefits or rights enjoyed by employees of the City of Edmonds. The District specifically has the
right to direct and control the District's own activities in implementing the scope of work in accordance
with the terms of this Agreement. The City of Edmonds shall only have the right to ensure performance,
F. Interlocal Cooperation Act
The parties agree that no separate legal or administrative entities are necessary in order to carry out this
Agreement. If determined by a court to be necessary for purposes of the Interlocal Cooperation Act, Ch.
39.34 RCW, an administrator, or joint board responsible for administering the Agreement will be
established by mutual agreement.
Any real or personal property used by either party in connection with this Agreement will be acquired,
held, and disposed of/by that party in its discretion, and the other party will have no joint or other interest
herein. No partnership or joint venture between the parties is created by this Agreement.
XI. TERMINATION
A. The City of Edmonds reserves the right to terminate or suspend this Agreement at any time, with
or without cause, upon seven (7) days prior written notice.
B. In the event this Agreement is terminated or suspended, the District shall be entitled to payment
for all services performed and reimbursable expenses incurred to the date of termination.
C. This Agreement may be canceled immediately if the District is unable to perform the services
called for by this Agreement.
D. The District reserves the right to terminate this Agreement with not less than fourteen (14) days
written notice, or in the event that outstanding services are not paid within thirty (30) days.
E. These provisions shall not prevent the City of Edmonds from seeking any legal remedies it may
otherwise have for the violation or nonperformance of any provisions of this Agreement.
XII. MISCELLANEOUS
A. No obligation in this Agreement shall limit the District or the City of Edmonds in fulfilling its
responsibilities otherwise defined by law.
B. The City of Edmonds shall cause this Agreement to be recorded with the Snohomish County
Auditor.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the latest date written
below.
CITY OF EDMONDS
WkleNclson, Mayor
ATTEST•
3
i
Scott Passey, City Cl
APPROVED AS TO FORM:
BY:c4l"O�—'"
Office of the City Attorney
SNOHOMISH CONSERVATION DISTRICT
Mark Craven, hoard Chair