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Interlocal Agreement for Acquisition of a Snohomish Health Disctrict Main Service CenterINTER -LOCAL GOVERNMENT AGREEMENT BETWEEN SNOHOMISH HEALTH DISTRICT AND MEMBER MUNICIPALITIES For Acquisition of a Snohomish Health District Main Service Center PARTIES: THIS AGREEMENT is made and entered between the Snohomish Health District, a municipal corporation, established and existing under the provisions of RCW 70.46 (hereinafter referred to as "SHD"); and the County of Snohomish (hereinafter referred to as "County"); and all of the incorporated cities and towns located within the County of Snohomish which have executed counterparts of this Agreement. RECITALS: A. SHD is a municipal corporation, incorporated under the provisions of RCW 70.46, and is composed of the County and cities and towns within Snohomish County under provisions of a charter authorized by the statutes of the State of Washington. The purpose of SHD is to deliver public health services in accordance with the laws of the State of Washington, its statutes and administrative code, the regulations of the State Board of Health, and, in particular, to discharge the delivery of public health services under the provisions of RCW 70.05, et sea. B. The County and the cities and towns within Snohomish County are members of the Snohomish Health District, and are mandated by the laws of the State of Washington to provide public health services for their citizens. In Snohomish County, the County and the cities and towns have elected to provide these services through the SHD. C. The parties agree that in order to facilitate the delivery of public health services in Snohomish County through SHD, it is necessary and most economical to the member municipalities to acquire a facility to house staff and activities of SHD in the discharge of its governmental functions in the area of public health. D. SHD, under the provisions of RCW 70.46.100, has the power and authority to purchase, own, lease, and maintain real property and property rights necessary for the conduct of its affairs. The parties, as member municipalities of SHD and under the authority of RCW 70.46 and RCW 39.34, desire to enter into an inter -local INTER -LOCAL GOVERNMENT AGREEMENT - 1 c:\wfi\shd\interloc.rv9 C6)/V--5- �? /d a -%off /b-/G- 6 �y Y agreement to provide for the acquisition of a facility for SHD, and to provide for the financing of the purchase of said facility among the municipal members of SHD on an equitable formula basis. E. Heretofore, the parties have identified a building within the City of Everett which is located at what is commonly referred to as 3020 Rucker Avenue in said City, and more particularly described as follows: Parcel A• Lots 8, 9, 10, 22, 23, 24, 25, 26 ?7, ?8; and 29; . Block 720, Plat of Everett, Division +'H," Snohomish County, Washington, as per plat recorded in Vol- ume 4 of Plats, Page 50, records of Snohomish County; Situate in the City of- Everett-, County of Snoho- mish, State of Washington; Parcel B: Lots 5, 6 and 7, Block 719, Plat of Everett, as per plat recorded in Volume 3 of Plats, Page 32, re- cords of the Auditor of the County of Snohomish, State of Washington; Situate in the City of Everett, County of Snoho- mish, State of Washington; which real property is hereinafter sometimes referred to as "Subject Property" or "Such Property." As between the parties, the subject property has sometimes been referred to as the "Rucker Building." AGREEMENT: NOW, THEREFORE, in consideration of the premises, and the mutual undertakings of the parties hereto, it is expressly agreed as follows: 1.0 Definitions. The following definitions are applicable to this Agreement as follows: 1.1 SHD. The Snohomish Health District, a municipal corporation established under RCW 70.46. 1.2 County. The County of Snohomish, a municipal corporation. 1.3 Member Municipalities. Member municipalities are the County, and the various cities and towns within the geographic- al limits of the County of Snohomish, which are municipal members INTER -LOCAL GOVERNMENT AGREEMENT - 2 c:\wfi\shd\inter1oc.rv9 of the Snohomish Health District. At the present time, all cities and towns in Snohomish County are municipal members of SHD. 1.4 Board of Health. The governing authority of the Snohomish Health District as established by charter and RCW 70.46. 1.5 Rucker Building. The building situate upon the real property described in Recitals, Paragraph "E," commonly referred to as 3020 Rucker Avenue, City of Everett, County of Snohomish, State of Washington. 1.6 Rental Income. Gross rental and other income or receipts, less excise tax payable to the State of Washington in lieu of taxes, received by SHD for use or occupancy of the Rucker Building from third parties. 1.7 Closing Accent. Transamerica Title Insurance Company, Everett Office, 2939 Colby Avenue, Everett, Washington, 98201. 1.8 Annual Facilities Assessment. The annual facilities assessment is the amount to be paid by member municipalities, determined as set forth in this Agreement, for the purpose of meeting the obligation created by this Agreement of SHD and member municipalities to repay to the County that portion of the purchase price being advanced by the County in the sum of Three Million, Nine Hundred Sixty -Nine Thousand, Six Hundred Dollars ($3,969,600.00), plus interest. The annual facilities assessment shall be in the gross amount of $453,460.00, and each member municipality's pro rata share of that sum shall be determined in accordance with the formula set forth in Exhibit "A." 1.9 Exhibits. There are two (2) exhibits to this Agreement as follows: Exhibit "A": The Memorandum of Understanding dated February 26, 1990, providing the basis of the formula for deter- mining the annual facilities assess- ment; Exhibit "B": The allocable share of each munici- pality, including the County under "unincorporated areas" towards the down payment of $430,400; 1.10 Purchase_ Agreement. The Purchase Agreement is the Real Estate Purchase and Sale Agreement entered into by SHD as Purchaser covering the purchase of the subject property, which agreement is dated May 16, 1990, as supplemented by an Addendum dated June 18, 1990. INTER -LOCAL GOVERNMENT AGREEMENT - 3 c:\wfi\shd\interloc.rv9 1.11 Purchase Price. The Purchase Price set forth in the Purchase Agreement is the principal sum of Five Million, One Hundred Fifty Thousand Dollars ($5,150,000.00). 2. ❑ Purpose. The purpose of this Agreement is to provide for the acquisition of the subject property, and the method of financing this acquisition by the municipal parties hereto. 3.0 Financial Commitments of Municipalities. This Agreement sets forth in detail the financial commitments of the parties with respect to payment of the Purchase Price for the purchase of the subject property under the Purchase Agreement. Further, this Agreement fixes the obligation of SHD and its member municipalities to repay to the County that portion of the Purchase Price advanced by the County in the sum of Three Million, Nine Hundred Sixty -Nine Thousand, Six Hundred Dollars ($3,969,600.00), plus interest. 4.0 Title to Subject Pro ert . Title to the subject property shall be held by the County under the terms of this Agreement. The purchase price shall be paid by the member municipalities in accordance with the provisions of paragraph 5 of this Agreement. Upon repayment of that portion of the purchase price advanced by the County as provided by paragraph 5.1(c), the County shall convey the subject property to SHD. The subject property shall be used and occupied by SHD to facilitate the delivery of public health services in the manner specified in paragraph 6 of this Agreement. 5.0 Financing of AaCrUisition of subject Pro ert . 5.1 Payment of Purchase Price. The purchase price for the subject property shall be paid as follows: (a) SHD shall deposit with the closing agent on or before October 10, 1990, the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00); (b) The member municipalities shall deposit collectively the sum of Four Hundred Thirty Thousand Four Hundred Dollars ($430,400.00) with the closing agent on or before Octo- ber 10, 1990, allocated to member municipalities as set forth in Exhibit "B," which allocation is based upon a per capita contribu- tion of one dollar ($1.00) as established by the population count of each member municipality adopted by the State of Washington, Office of Financial Management and Budget ("OFMB") as of July 1, 1988; and (c) The County shall deposit the sum of Three Million Nine Hundred Sixty -Nine Thousand, Six Hundred Dollars ($3,969,600.00) with the closing agent on or before October 19, 1990, from County funds available for that purpose. Payment of this sum by the County creates, under this Agreement, an obligation INTER -LOCAL GOVERNMENT AGREEMENT - 4 c:\wfi\shd\1nterloc.rv9 on the part of SHD and each member municipality to repay to the County said sum plus interest pursuant to paragraph 5.2 of this Agreement. 5.2 Re'a ent to County o 3 969 600 Plus. Interest b Member Mun ca a ties. The payment by the County of Three Million, Nine Hundred Sixty -Nine Thousand, Six Hundred Dollars ($3,969,600.00), as provided above, creates as among SHD and all member municipalities an obligation to repay to the County said sum, plus interest thereon at eight and one-half percent (8.5%,), calculated on a diminishing balance over a term of seventeen (17) years. The annual sum necessary to meet such an amortization is the aggregate amount of Four Hundred Fifty -Three Thousand, Four Hundred Sixty Dollars ($453,460.00). This annual sum is the annual facilities assessment and, commencing in 1991, said sum shall be paid by SHD to the County in equal quarterly installments. Each member municipality's portion of the annual facilities assessment is in addition to each member municipality's member contribution to SHD under RCW 70.46.080 and 70.46.085, which member contribution may include other costs incurred by SHD in connection with the subject property. Each municipality's pro rata share of the annual facilities assessment shall be determined in accordance with the formula set forth in Exhibit "A," based upon Office of Financial Management and Budget (11OFMB11) population figures as of July 1 of the year immediately preceding the year of contribution, except during the phase -in period the percentage limitations contained in paragraph 2(d) of Exhibit "A" shall apply. The County, as a member municipality of SHD, will make its pro rata payment to SHD of the annual facilities assessment for inclusion in the total annual facilities assessment which is to be paid to the County. SHD will for administrative purposes include the annual facilities assess- ment in the member municipalities member contribution to SHD under RCW 70.46.080 and 70.46.085. The annual facilities assessment to be paid by the parties is not subject to arbitration under RCW 70.46.080. 5.2.1 The member municipalities agree to pay to SHD and SHD agrees to pay to the County, commencing in 1991, the annual facilities assessment in the amount of $453,460.00. Said sum, when paid, shall be applied first to interest, then to principal. 5.2.2 SHD agrees to use its best efforts to obtain tenants from either the private or public sector, or both, for that portion of space in the Rucker Building not used for the delivery of public health services, subject to paragraph 6.2 of this Agreement. Said space shall be rented at a commercially -reasonable rental. All rental income shall be paid to the County in the same manner as payments are made to the County of the annual facilities assessment. Payments of rental income shall be applied to the unpaid principal of the indebtedness hereby created, and such payments shall accelerate the term of the repayment period. INTER -LOCAL GOVERNMENT AGREEMENT - 5 c:\wfi\shd\interloc.rv9 5.3 Default. Failure to pay any amount due the County within ninety (90) days after the date upon which payment is due shall constitute a default on the part of SHD and any member municipality that fails to pay its portion of the annual facilities assessment in the manner herein provided. In the event of such default, the County may elect to declare the whole sum of both principal and interest immediately due and payable, without further notice, and the County shall be entitled to the remedies herein provided. 5.4 Remedy of County Upon Default. After default, the County shall have the right to declare the right of SHD to occupy and use the building forfeited and terminated, and may enter the subject property and remove all persons and chattels therefrom. Further, in the event of default, the County shall be entitled to all rental income from third parties, and may notify such third parties accordingly. In addition, the County shall have every other remedy against SHD and any defaulting member municipality provided by the laws of the State of Washington, including the right of specific performance. In the event the subject property is reentered and sold by the County within the term of this Agreement, any funds received by the County in excess of the balance of the obligation owed to the County [paragraph 5.1(c)], plus attorney fees and costs incurred by the County in retaking possession of the subject property, shall be reallocated to the member municipalities not in default in accordance with their respective contributions to the purchase of the subject property. 5.5 Non -Waiver. Failure can the part of the County to exercise any right or option given to the County under this Agreement with respect to the repayment of the indebtedness, or other right as herein defined shall not constitute a waiver of its right to exercise such right or option upon a subsequent default. 5.6 Notices. All notices, demands, requests, consents, approvals, and other instruments permitted to be given to SHD or the County pursuant to the terms of this Agreement shall be in writing, and shall be deemed to have been properly given if sent by registered mail, postage prepaid, return receipt requested, to the addresses set forth below: To SHD: Snohomish Health District Attention: Health Officer 3020 Rucker Building Everett, Washington 98201 With Copy to: Bell & Ingram, P.S. Attn: Steven Uberti 1000 Wall Street Bldg. P.O. Box 1769 Everett, WA 98206 INTER -LOCAL GOVERNMENT AGREEMENT - 6 c:\wfi\shd\interloc.rv9 or successor SHD attorneys. To the County: Snohomish County Executive Snohomish County Administration Building Everett, Washington 98201 With Copy to: Director Snohomish County Department of Budget and Finance Snohomish County Administration Building Everett, Washington 98201 5.7 Time of the Essence. It is agreed that the several deposits by the member municipalities of portions of the purchase price with the closing agent as provided in paragraph 5.1 above must be made by each municipality in a timely manner as therein provided, and it is agreed that time is of the essence of those undertakings. 5.8 Failure to Participate. If a member municipality fails to become a party to this Agreement, such failure shall not affect the validity of this Agreement as between the parties, but shall impose an additional obligation upon SHD to include all amounts allocated under this Agreement to the non -participating member municipality, including both principal and interest, in the annual member contribution assessed against the non -participating member municipality under chapter 70.46 RCW. This amount shall include both down payment and annual facilities assessment allocations. SHD shall take all reasonable steps against a non- participating member municipality, including but not limited to arbitration under RCW 70.40.080, to recover amounts allocated to the member municipality under this Agreement. 6.0 Use and Occupancy of the subject Property. 6.1 Use. The subject property shall be used by SHD as the Snohomish Health District Main Service Center for the municipal purpose of delivering public health services for the benefit of its member municipalities in accordance with the terms and conditions of this Agreement. 6.2 Allocation of Space in the Subject Property. 6.2.1 The Board of Health of SHD has determined, and the member municipalities hereby acknowledge, that complete occupancy of the subject property by SHD will not be attained immediately following its purchase. It is also understood that the County has an interest in acceleration of repayment of the INTER -LOCAL GOVERNMENT AGREEMENT - 7 c:\wfi\shd\interloc.rv9 indebtedness by application of rental payments as provided far herein. Therefore, SHD will allocate a portion of the subject property for rental to the public or private sector according to an allocation plan that has been approved by the County under paragraph 6.2.2 of this Agreement. 6.2.2 SHD shall neither itself occupy nor sublet or otherwise rent the subject property for occupation by the public or private sector, in whole or part, except in accordance with an allocation plan that has been previously reviewed and approved by the County, which approval may be withheld at the County 's sale discretion; provided, however, that the County will not unreason- ably withhold its approval if the following conditions are satis- fied: 6.2.2.1 The proposed plan is consistent with operation and maintenance of the subject property as the Snohomish Health District Main Service Center. 6.2.2.2 The proposed plan provides for rentals under such terms and conditions as are consistent with commercially reasonable rentals for the same or similar space in the downtown Everett business core. 6.2.2.3 The proposed plan is unlikely to result in a default on the part of SHD or proposed occupants. 6.2.2.4 The proposed plan is consistent with the County's requirements with respect to acceleration of repayment of the indebtedness and renter profile (public vs. private). 6.3 Operation and Maintenance. The SHD Board of Health shall be responsible for determination of general policies for the use, maintenance, and operation of the Rucker Building during the term of this Agreement, subject to the terms and conditions of this Agreement. Determinations by SHD of policy goals and standards shall be implemented by SHD management through the Health officer and his or her designated administrative officials. SHD shall be responsible for payment of utilities and maintenance of the building during the term of this Agreement. SHD shall be responsi- ble for the repair and upkeep of the building, consistent with reasonable building standards, and in full compliance with the requirements of the various statutes and ordinances of the State of Washington and the City of Everett. The county is under no obligation to provide utilities, or to maintain, or to make repairs to any part or portion of any building or structure on the subject property. Those responsibilities are to be discharged under this Agreement by SHD. Any alterations or modifications to the building shall likewise be made at the expense of SHD. Alterations of a substantial nature shall first be reviewed and approved by the INTER -LOCAL GOVERNMENT AGREEMENT - 8 c:\wfi\shd\inter1oc.rv9 County. Removing interior, non -weight supporting walls within the building shall not be considered substantial alteration. 6.4 LJ&bility Insurance. SHD shall, during the term of this Agreement, maintain in full force and effect a policy or Policies of commercial general liability insurance with respect to the subject property and all actions and activities relating to it with a carrier subject to the approval of the County. The minimum limit of coverage shall be $1,000,000 combined single limit, each occurrence. 6.4.1 Such insurance shall be endorsed to include Snohomish County, its elected and appointed officers, officials, employees, and agents as additional insureds, and shall not be reduced or canceled without thirty (30) days' written prior notice to the County. 6.4.2 Such insurance shall be endorsed to include a "cross liability," "severability of interests," or "separation of insureds" clause indicating essentially that "except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance applies as if each named insured was the only named insured, and separately to each insured against whom claim is made or suit is brought." 6.4.3 If coverage is on a claims made form, the retroactive date shall be prior to or coincident with the date of closing, and the policy shall state that coverage is claims made, and state the retroactive date. Claims made form coverage shall be maintained by SHD for a minimum of three (3) years following the termination of this Agreement. SHD shall annually provide the County with proof of renewal. If renewal of the claims made form of coverage becomes unavailable, or economically unavailable (i.e., premiums quoted exceed ten percent (10%) of the limits of liabili- ty) , SHD shall execute a form of guarantee acceptable to the County to assure financial responsibility for liability of services performed. 6.4.4 Proof of coverage shall be provided to the County in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. -• 6.5 Fire Insurance. SHD shall carry, at its expense, fire insurance with the coverage and carrier subject to the approval of the County. Further, SHD shall be responsible to carry fire insurance with extended coverage, sprinkler leakage, and other insurance, as its Board of Health may elect, upon property of SHD located in the Rucker Building. The County shall not be liable for any loss or damage to the property of SHD located in or upon the subject property resulting from fire or other perils due to any INTER -LOCAL GOVERNMENT AGREEMENT - 9 c:\wfi\shd\interloc.rv9 cause whatsoever. Evidence of insurance coverage required by this Agreement shall be furnished to the County in a form satisfactory to the County. In the event of loss under such policies, to such an extent that the building is rendered untenantable for SHD purposes in whole or in part, the Board of Health of SHD shall determine whether to rebuild or repair the same. The County shall advise and comment on such decision. In the event the Board of Health determines to repair or rebuild, then the proceeds from such insurance coverage shall be earmarked in a manner satisfactory to the County to cover the cost of such repair or rebuilding. In the event a decision is made not to repair or rebuild, then the proceeds of such insurance coverage shall first be made available to apply to the obligations set forth in this Agreement. The balance of such insurance funds, if any, shall be available as an asset of SHD for application in such manner as the Board of SHD may determine. 6.6 Non -Assignment. SHD shall not assign, mortgage, encumber, or otherwise transfer any interest that it may have in the subject property, in whole or in part, except as provided in this Agreement. 6.7 Condition of Premises. As against the County, SHD accepts the subject property in its condition at the time of purchase. The County makes no representations or warranties, express or implied, as to the condition of the subject property, or its fitness for a particular purpose. 6.8 Compliance with Laws. SHD shall at all times comply with all statutes, ordinances, and other laws relating to use and occupancy of the subject property. 6.9 Payment of Taxes. SHD shall be responsible for and pay any and all taxes, or payments in lieu of taxation, associated with the purchase, use, or occupancy of the subject property. 6.10 Access to Premises. The County may enter the subject property at all reasonable times, including but not limited to SHD office hours, for County purposes. 6.11 Nuisance and Waste. SHD shall neither conduct or permit any nuisance, nor commit or suffer any waste on or to the subject property, or any portion thereof. 7.0 General Conditions. The following understandings and general conditions are made part of this Agreement: 7.1 Binding Effect. No party shall have the right to withdraw from this Agreement. INTER -LOCAL GOVERNMENT AGREEMENT - 10 c:\wfi\shd\interloc.rv9 7.2 .xecutian„of J)g�ents. This Agreement may be executed in duplicate originals by SHD and the County. Other member municipalities, signatory to this agreement, may execute this Agreement by signing an original counterpart page in tripli- cate and attaching those pages to conformed copies of this agreement executed by the County and SHD. The County and SHD shall maintain duly executed duplicate originals of the contract to which they shall attach one of the original counterpart signature pages for each municipality. Upon request of the Board of Health, each member municipality of SHD shall furnish to the County and to SHD appropriate conformed and certified copies of resolutions or motions authorizing the member municipality to enter into this Agreement. 7.3 Waiver. No waiver by any party of any term or condition of this Agreement shall be deemed or construed as a waiver of any other term or condition, nor shall a waiver of any breach be deemed to constitute a waiver of any subsequent breach, whether of the same or of a different provision of this Agreement. 7.4 Remedies. In addition to the remedies provided by law, this Agreement shall be specifically enforceable by any party hereto. All remedies are cumulative. 7.5 Entirety. This Agreement merges and supersedes all prior negotiations, representations, and agreements between the parties hereto relating to the subject matter hereof, and consti- tutes the entire contract between the parties. 7.6 Severabilit . In the event any part or portion of this Agreement is held to be invalid, such decision shall not invalidate the remaining terms and conditions which shall be binding upon the parties. 7.7 Closing Papers Assignment. The County and SHD will enter into appropriate escrow instructions for the closing of the purchase of the Rucker Building with the closing agent in a timely manner, and to provide for conveyance by the seller under the purchase agreement of fee simple title to the County, subject only to paragraphs 1, 2, 3 and 6 of Schedule "B" of Transamerica Title Insurance Preliminary Commitment Order No. 517664. SHD hereby assigns its interest under the Purchase Agreement to the County. 7.8 Hold Harmless. SHD shall protect, save harmless, indemnify, and defend, at its own expense, the County, its elected and appointed officials, officers, employees, and agents, from any loss or claim for damages of any nature whatsoever, arising out of the performance of this Agreement, including claims by SHD's employees or third parties, except for those damages solely caused by the negligence or willful misconduct of the County, its elected and appointed officials, officers, employees, or agents. INTER -LOCAL GOVERNMENT AGREEMENT - 11 c:\wfi\shd\inter1oc.rv9 7.9 Reconve ance of Subject Pro ert . Upon expiration of the term of this Agreement, or earlier upon satisfaction of the indebtedness provided for in paragraph 5.2 of this Agreement, the County shall convey by deed all of its interest in the subject property to SHD. This obligation is contingent upon repayment of the sum advanced by the County under paragraph 5.1(c), plus interest, as provided for herein. 8.0 Term of Agreement. This Agreement shall be binding upon member municipalities and SHD upon execution of this Agreement. The term of this Agreement shall continue in full force and effect for a maximum term of seventeen (17) years from the date of closing of the purchase of the Rucker Building, subject to earlier termination by acceleration of payment of the indebtedness to the County as a result of application of rental income as herein provided. INTER -LOCAL GOVERNMENT AGREEMENT - 12 c:\wfi\shd\inter1oc.rv9 The undersigned, a municipal party to the Inter -Local Government Agreement between Snohomish Health District and Member Municipalities for acquisition of a Snohomish Health District Main Service Center, hereby executes this Agreement by and through its duly -authorized officials or representatives this day of , 1990. BY: COUNTY OF SNOHOMISH WILLIS TUCKER County Executive Authorized by: BY: SNOHOMISH COUNTY COUNCIL Clerk of Council ACKNOWLEDGMENT STATE OF WASHINGTON ) ss. COUNTY OF SNOHOMISH ) On this day of , 1990, personally appeared Willis Tucker, to me known to be the County Executive of the County of Snohomish, and , to me known to be the Clerk of Council of Snohomish County Council, and acknowledged to me that they signed the above and foregoing Agreement as the free and voluntary act of the said County of Snohomish for the uses and purposes therein mentioned, and that they were duly authorized to sign such Agreement on behalf of the County of Snohomish. GIVEN under my hand and official seal the day and year last above written. Notary Public in and for the State of Washington, residing at: My commission expires: INTER -LOCAL GOVERNMENT AGREEMENT - 13 c:\wfi\shd\interloc.rv9 The undersigned, a municipal party to the Inter -Local Government Agreement between Snohomish Health District and Member Municipalities for acquisition of a Snohomish Health District Main Service center, hereby executes this Agreement by and through its duly -authorized officials or representatives this ;?71i day of 1990. STATE OF WASHINGTON SS. COUNTY OF SNOHOMISH SNOHOMISH HEALTH DISTRICT BY: of Board of Health ATTEST-: !�/�1•�� M. Ward Hinds, M.D. M.P.H. Health Officer, Snohomish Health District ACKNOWLEDGMENT On this -day of U 1990, personally appeared E I► 1?T- �r�o me known to be the Chairman of - the Board of ea th of Snohomish Health District, and M. Ward Hinds, M.D., M.P.H., to me known to be the Health Officer of Snohomish Health District, and acknowledged to me that they signed, the above and foregoing Agreement as the free and voluntary act of the said Snohomish Health District for the uses and purposes therein mentioned, and that they were duly authorized to sign such Agreement on behalf of Snohomish Health District. GIVEN under my hand and official seal the day and year last above written. n Notary Public in -and for(/ the State of Washin t❑ , res ding at: My commission expires :7kc. 1 9� INTER -LOCAL GOVERNMENT AGREEMENT - 14 c:\wfi\shd\interloc.rv9 COUNTERPART SIGNATURE PAGE The undersigned, a municipal party to the Inter -Local Government Agreement between Snohomish Health District and Member Municipalities for acquisition of a Snohomish Health District Main Service Center, hereby executes this Agreement by and through its duly -authorized officials or representatives this sL,,L day of 1990. STATE OF WASHINGTON ss. COUNTY OF SNOHOMISH BY: ATTEST: ACKNOWLEDGMENT On this 3�� __day of- , 1990, pers❑ We6Z appeared4 w� 5�/I o, r u :� .- l4z:� o me known to be the Mayor/' I &A4 City of and acknowledged to me that he/she signed the above and foregoing Agreement as the free and voluntary act of the city of for the uses and purposes therein mentioned, and that they were duly authorized to sign such Agreement on behalf of the City of�ti1D�a5 GIVEN under my hand and official seal the day and year last above written. Notary Public✓in and for the State of ashingto/,n, residing at: C c+ Zu, .ram Y..r ➢ t�_.y- : L /1- My commission expires: INTER -LOCAL GOVERNMENT AGREEMENT - 15 c:\wfi\shd\intert0c.rv9 I - . 1 ' - I I L I I - MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is between the county negotiating team appointed by the Snchomist County Council and the city negotiating team appointed by a committee of mayors representing the cities of Snohomisi County. The purpose of this memorandum is to memorialize the findings acid conclusions of the Cost of Service Stud and to convey the agreement of the negotiating teams to their constituent jurisdictions. Recitals The negotiating teams met throughout the year 1988 in an attempt to resolve a dispute between the cities an county concerning the appropriate proportionate share of county -city contributions to the budget of the Snohomis Health District. In We 1988, both negotiating teams recommended to their constituent entities that a study be conducted for th purpose of determining the cost of health services provided within the boundaries of each of the cities an unincorporated Snohomish County. It was the intention of the negotiating teams to use the results of the study to determine apportionment of cos. between county and city governments. The study results are summarized by the consultant in the attached'FEchibit A'. Arthur Andersen & Co. - the consultant selected jointly by the negotiating teams - has completed the study ar has made recommendations of how the costs of health services might be most equitably distributed among tt constituent jurisdictions. Negotiating Team Findin s The negotiating teams accept the findings and conclusions of the Arthur Andersen study as valid methodoloc for determining a fair allocation of costs between the cities and the county. The negotiating teams further agree that an allocation of health costs by population for the collective city at Snohomish County shares is closely analogous to the methodology recommended by Arthur Anderson & Co. The negotiating teams have determined that while the methodology of cost allocation recommended by Arth Andersen may result in a more precise allocation between the cities and the county, the population -based methodolo, is consistent with the results of the study and is objective, economical and simpler to allocate on an annual basis. The phase -in percentages used to allocate future city and county contributions of Health District costs we calculated with an assumption that there would be no unusual increases in local government contributions to the aunt budget of the health district in the coming years. The Negotiating Teams recommend that the Health District establish a budget process which would give t cities and the county an opportunity to review, analyze and comment on the annual spending plan prior to its adoption r-JrqJfflT 66J--" Ky 122. Agreem The negotiating committees agree that a reasonable basis for allocation of local government contributions to the Snohomish Health District is as follows: (1) that population be used as a basis for dividing governmental contribution costs between the collectivE cities of Snohomish County and Snohomish County, (2) that the following transition be used to permit the cities and county to achieve the population -based cos. allocation by 1993. A. The county agrees to pay the sum at $1,650,748 in 1990. Said amount represents an increasE of $1o,000 over the county's 1989 allocation and 65.1% of the total local govemmen contribution. B. The cities collectively agree to pay $883,335 or 34.9% of the total local government contribution: in 1990. C. The Health District will agree to lower its proposed local government assessment within the 199' budget by an amount of $50,000. D. Phase -in percentages for the cities and county are: Cities CourrtV 1990 - 34.9% 1990 - 65.1 % 1991 - 37.9% 1991 - 62.1 % 1992 - 40.9% 1992 - 59.1 % After 199Z the most recent July population figures as determined by the State of Washingtc Office of Financial Management and Budget (QFMB) will be the basis for all future Health Distri funding assessments to local government (3) that upon request of any member, the parties agree that the above -referenced apportionments may t reevaluated by a committee of mayors and the county council after five years of the Signing of Ih agreement. DATED this day of !Lt , 1990. JOWF-ARL 0nief Negotiator for the Cities MAYOR'S COMMITTEE Hon. Merle Hrdllcka, Mayor of Lynnwood Hon. Bill Moore, Mayor of Everett Hon. Bob Larson, Mayor of Stanwood Mr. Bob White, City Manager of Mountlake Terrace Hon. Jeanette Wood, Mayor of Woodway* mzov d loft" appokorwe ib &- aome'80a — CITY NEGOTIATING TEAM Joni Earl, City Manager/City of Mill Creek Mike Caldwell, Executive Administrative Asst./City of Lynnwood Bill Cushman, Finance Director/City of Everett Bob Noack, Finance Director/City of Lynnwood Bob White, City Manager/City of Mountlake Terrace CHARLES DIBBLE Chief Negotiator for the County SNOHOMISH COUNTY COUNCIL Hon. Shirley Bartholomew, District Hon. Liz McLaughlin, District Hon. Bill Brubaker, District Hon. Brian Corcoran, District Hon. Don Britton, District SNOHOMISH COUNTY NEGOTIATING TEAM Charles Dibble, Chief Negotiatc Tom Carlson, Budget Directc Tom Dickson, Council Administratc John Martinis, Deputy County Executiv Darrell Syferd, Chief Civil prosecuting Attome Interlocal Agreement between Snohomish Health District and Member Municipalities SCHEDULE A Arlington Bothell Brier Darrington Edmonds Everett Gold Bar Granite Falls Index Lake Stevens Lynnwood Marysville Mill Creek Monroe Mountlake Terrace Mukilteo Snohomish Stanwood Sultan Woodway Unincorporated Areas TOTAL $3,660 $380 $4,970 $1,030 $29,720' $64,170 $941 $975 $155 $2,920 $26,280 $8,150 $5,920 $3,870 $17,590 $6,130 $5,860 $1,880 $1,980 $875 $242,944 $430,400 ' ,�e� "0 w i N O H O M F H Serving the Public Health of Snohomish r ity and its Incorporated Cities and Towns. H EALTh DISTRICT M. WARD HINDS, M.D., M.P.H. Health Officer Vital Statistics (206) 339-5280 Administration Office (206) 339-5210 Clinic Services (206) 339-5220 Community Health Division (206)339-5230 Sanitation Program (206) 339-5270 Environmental Health Division (206) 339-5250 SNOHOMISH HEALTH DISTRICT 90-44 RESOLUTION OF THE BOARD OF HEALTH RESOLUTION NUMBER 90-44 RESOLUTION SUBJECT: Interlocal Agreement for Financing of Rucker Building Purchase WHEREAS the Snohomish Health District needs facilities to house its staff and activities, and WHEREAS the Rucker Building has been evaluated and found to meet the long term facilities needs of the District, and WHEREAS the District has entered into a Purchase and Sales Agreement with the owners of the Rucker Building to acquire the building and associated properties, and WHEREAS the District has solicited and received the support of the majority of the membership for the purchase, NOW THEREFORE, the Board of Health of the Snohomish Health District does hereby endorse and agree to the terms and conditions of the attached "Interlocal Government Agreement between the Snohomish Health District and Member Municipalities" providing for the purchase, financing, and acquisition of the Rucker Building, and in so doing, the Board hereby instructs staff to proceed as necessary to consumate the purchase of the Rucker Building. ADOPTED this 27th day of September, 1990. Liz Mct'aughlin, Chair Board of Health ATTEST: M. Ward Hinds, M.D., M.P.H. Health Officer RBM:cw Main Offices - County Courthouse Building, First Floor, 3000 Rockefeller Avenue, Everett. WA 98201 u SNC IQMISH COUNTY C( 1NCIL Snohomish County, Washington Motion No. 90 - a9 I Authorizing and Establishing Terms and Conditions for Executive Approval of an Interlocal Agreement for the Acquisition of Snohomish Health district Main Service Center WHEREAS, over the two year period 1988-1989 member jurisdictions of the Snohomish Health District jointly conducted a detailed'Cost of Service' programmatic audit of local public health programs and needs; and WHEREAS, among the findings of this 'Cost of Service' study was the recommendation that the Snohomish Health District obtain substantially more office, laboratory and clinic space over the next ten years for its basic service programs; and WHEREAS, the Board of Health, the County Council and the mayors and councilmembers of Snohomish County cities and towns have extensively discussed and jointly planned for the acquisition of a Main Service Center for the Snohomish Health District; and WHEREAS, member jurisdictions have prepared a detailed financing plan for the acquisition of the Main Service Center which (1) fairly distributes the cost among the member jurisdictions, and (2) directs rental income from private office space rentals in the Main Service Center to accelerate purchase loan payments and reduce financing costs to the equal benefit of each member jurisdiction; and WHEREAS, the council intends that each and every member jurisdiction fully participate in this acquisition effort and its financial obligations; and WHEREAS, it may not be reasonably possible to delay the purchase of the Main Service Center building long enough to allow the Health District enough time to obtain signed agreements from all member jurisdictions; NOW, THEREFORE, ON MOTION the Snohomish County Council authorizes the Snohomish County Executive to sign the interlocal government agreement between Snohomish Health District and member municipalities for acquisition of a Snohomish Health District main service center (referenced agreement attached hereto as Exhibit A). Said authorization shall be contingent upon the following: (1) That the Snohomish Health District shall first obtain a sufficient number of signatures from member municipalities to the agreement so that, along with the Snohomish County contribution, the aggregate obligation reported by those signing shall total at least 95% of the scheduled 1990 down -payment contribution of $430,000. (2) That the Snohomish Health District shall first obtain a sufficient number of signatures from member municipalities to the agreement so that, along with the Snohomish County contribution, the aggregate obligation reported by those signing shall total at least 95% of the collective annual obligation for the entire term of the debt service. (3) That Exhibit A has been reviewed and approved by bond counsel for Snohomish County. Approved thisa& day of September, 1990. Council Chair Attest: �,C,Jlark of the Council '30N O H O M I S H Serving the Public Health of Snohomish County and its Incorporated Cities and Towns. HEALTH DISTRICT M. WARD HINDS, M.D., M.P.H. Health Officer Vital Statistics (206)339-5280 Administration Office (206)339-5210 Clinic Services (206) 339-5220 Community Health Division (206) 339-5230 Sanitation Program (206) 339-5270 Environmental Health Division (206) 339-5250 September 27, 1990 TO: Member Municipalities of Snohomish Health District Re: Interlocal Agreement between the Snohomish Health District and Member Municipalities for Acquisition of the Rucker Building Dear Mayor and City Councilmembers: At its meeting on September 27, 1990, the Snohomish Health District Board of Health passed unanimously the enclosed Resolution 90-44, by which the Board endorsed and agreed to the terms and conditions of the enclosed "Interlocal Government Agreement between the Snohomish Health District and Member Municipalities." The Snohomish County Council, on September 26, 1990, passed the enclosed Motion No. 90-297, authorizing the County Executive to sign the Interlocal Agreement subject to certain contingencies. These contingencies include the obtaining of signatures from member municipalities which total at least 95% of the scheduled down -payment contribution of $430,000, including the $242,944 which will be paid by the County. Also enclosed is an Executive Summary of this Agreement, which provides for the purchase of the Rucker Building in Everett as a facility to house the staff and programs of the Health District. In order to meet the payments due on the closing date for this transaction, we ask that you consider the enclosed Interlocal Agreement, approve and sign It (in triplicate, forwarding two signed signature pages to our offices). We also request that you make available to Snohomish Health District no later than Wednesday, October 10, 1990, a check for the amount of your city's contribution to the down payment, which Is shown In Exhibit B (Schedule A) of the Interlocal Agreement. When the County Executive's office has signed the Agreement, we will forward a copy to you for your records. These documents are being hand -delivered to you today to facilitate this process as much as possible. We regret the short Iimeframe, but feet we must press ahead in order to take advantage of this opportunity to avoid passing on major increases in costs to you in the future. We will call your office tomorrow to ensure that these documents have been received and to answer questions. If there is anything we can do to assist you, please call either of us at the numbers below: Ward Hinds 339-5210 (work) 348-4303 (home) Rick Mockler 339-5210 (work) 252-3658 (home) If your legal staff has questions, they may contact either Bill Ingram or Steve Uberti at 258-6261. Thank you very much for your special consideration of this request. Sincerely, A. Lid Alts..'A >tlz M. Ward Hinds, MD, MPH Health Officer M WH:cw Enc. Richard B. Mockler, M.Ad. Deputy Administator Main Offices - County Courthouse Building, First Floor, 3000 Rockefeller Avenue, Everett, WA 98201 ._ ►, �.� I _ 1 1 � rt I — I 1 _ _ 1 I � _ J 1 _ _ I II I l 1 .c I EXECUTIVE SUMMARY What is the purpose of the Interlocal Agreement? This Interlocal Agreement provides for the purchase of a facility to house the activities and staff of the Snohomish Health District. The Health District must secure new facilities by 1993, and it has been determined that this purchase is the most cost effective and economical alternative available. How will the $5.150,000 Purchase -Price Qf Jhe R ker Building be obtained? The Agreement requires that the Health District utilize its cash reserves of $750,000 as down payment. It further requires that Health District members make an additional payment of $1.00 per capita (1) by October 10, 1990 (a total of $430,400), to further reduce the borrowing necessary to fund the negotiated purchase price of $5,150,000. The balance of the purchase price of $3,969,600 will be financed by Snohomish County at an interest rate of 8.5 percent per annum. The Agreement obligates the District, the Cities as members, and the County to repay the $3,969,600. How will the $3,969,600 he repaid to theC n ? The Agreement specifies that collectively the members pay an annual facilities assessment of $453,460 on a quarterly basis. The pro rata shares of the interest and principal payments will be determined by the funding formula contained in the Memorandum of Understanding dated February 26, 1990, between the Cities and the County memorializing the results of the Cost of Services Study. The annual facilities assessment will be less than $1.00 per capita. Rent receipts from third party tenants will be applied to the principal. Third party rent receipts and the annual facilities assessment should be sufficient to repay the debt in approximately 6 years, removing the debt from the Health District members. How will the Building be used and maintained? The Agreement requires that the building be used as the SHD Main Service Center for the purpose of delivering public health services for the benefit of the members. The Agreement acknowledges that rental receipts and occupancy of the space by third parties are an integral part of the financing plan for the building. Full occupancy of the building by SHD will not occur until the $3,969,600 has been repaid. Operating and maintenance costs of the building will be borne by SHD in lieu of rent. Who will own theQuilcling2 The County will take legal title of the Rucker Building, and the Interlocal Agreement provides for transfer of title to SHD when the $3,969,600 has been repaid to the County. What ha ens if we don't approve the Agreement? In order for this Agreement to take effect, the membership must take action and commit to participate as detailed in the Agreement. Municipalities representing 95% of the population must approve and sign the Agreement before the County will advance the funds necessary to finance the purchase. If 95% of the members do not commit to the Agreement, and the purchase is not finalized, the District will be forced to rent facilities in 1993. The cost to rent equivalent facilities in today's market is approximately $750,000 per year, or 65% more than the cost of this purchase. If 95% of the members approve the Agreement, the remaining 5% will be assessed their pro rata share of the cost annually. (1) See Schedule "A" (Exhibit B) of the Agreement, based on 1988 OFMB population figures � I I I I I I I I .� � I - N �� I x I ' _ I I II I I I I I S I . �� � Y . I