Snohomish Health Disctrict Interlocal Agreement to Relinquish Potential Claim of Ownership - Financial Interest in Rucker BuildingINTERLOCAL AGREEMENT
BETWEEN THE SNOHOMISH HEALTH DISTRICT
AND
THE CITY OF EDMONDS
RELINQUISHING OF POTENTIAL CLAIM OF OWNERSHIP OR FINANCIAL INTEREST IN THE
RUCKER BUILDING
This Interlocal Agreement is entered into pursuant to Chapter 39.34 RCW by and between the
SNOHOMISH HEALTH DISTRICT, a Washington Municipal Corporation (the Health District) and the City
of Edmonds, a municipal corporation of the State of Washington (the City) — collectively (the Parties), for
the purpose of relinquishing any potential claim of ownership or financial interest in the Rucker Building
located at 3020 Rucker Ave., Everett, Washington.
RECITALS
WHEREAS, This Agreement is made pursuant to the Interlocal Cooperation Act, Chapter 39.34
RCW; and
WHEREAS, the Snohomish Health District was originally established by resolution of Snohomish
County Board of County Commissioners on November 24, 1958, with an effective date of January 1,
1959; and
WHEREAS, the Snohomish Health District is an independent municipal corporation, incorporated
under the provisions of Chapter 70.46RCW with Snohomish County, and cities and towns within
Snohomish County as members of the Snohomish Health District; and
WHEREAS, the Snohomish Health District, under 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; and
WHEREAS, the County, along with the cities and towns, entered into an interlocal agreement
executed on September 27, 1990 (the "1990 ILA°),..to provide for the acquisition of a facility for the
Snohomish Health District known as the "Rucker Building"; and
WHEREAS, the 1990 ILA provided for the financing of the purchase of the facility at 3020 Rucker
Avenue in Everett, based on an equitable formula basis totaling $5,150,000; and
WHEREAS, in 1995 the Snohomish Health District paid off the loan to acquire the building in full,
thereby satisfying the terms of the 1990 ILA; and
WHEREAS, the deed and title to the Rucker Building are vested in the Snohomish Health District,
and the Snohomish Health District has assumed all financial responsibility for utilities, ongoing operations
and maintenance, and capital improvements; and
WHEREAS, the Snohomish Health District is interested in moving into a smaller building, either
purchased or leased, with remaining dollars to be invested into a new capital fund; and
WHEREAS, the Snohomish Health District Board of Health unanimously approved Resolution 17-
03 on January 10, 2017, signifying its intent to surplus and sell the Rucker Building, and encouraged the
cities, towns, and Snohomish County to relinquish any potential ownership and financial interest; and
WHEREAS, public health is a shared responsibility, and an effective public health response to the
threats to public health in Snohomish County which requires regional cooperation, participation and
support from cities, towns and the County;
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WHEREAS, cities, towns and the County have authority to make contributions toward the support
of public health and such contributions benefit the public health and welfare of the citizens of such cities,
towns and the County;
NOW, THEREFORE, in consideration of the agreements set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the
Health District agree as follows:
1. Purpose.
A. The recitals set forth above are incorporated herein by this reference.
B. The purpose of this Agreement is to relinquish any potential ownership and financial
interest in 3020 Rucker Avenue in Everett, Washington.
2. Term.
The term of this Agreement shall commence and be effective upon full execution and filing or
recording pursuant to paragraph 15 below and shall continue indefinitely.
3. Responsibilities of the City and the Snohomish Health District.
A. Responsibilities of the City.._
Within ten (10) calendar days of full execution of this agreement, the City agrees to
execute a Quit Claim Deed in the form attached as Exhibit A conveying any and all
interest, if any, the City may have in the real property known as the Rucker Building. The
legal description of the subject property is encompassed within the Quit Claim Deed in
Exhibit A. The executed Quit Claim Deed shall be sent to the Snohomish Health District
for recording.
B. Responsibilities of the Snohomish Health _District.
The Snohomish Health District agrees to use all net proceeds from the sale of Rucker
Building to move into a smaller building, purchased or leased, with remaining proceeds to
be placed into a new capital fund to be dedicated by the Snohomish Health District for
operation and maintenance of said new building and associated property. If purchased,
title to such new property shall be vested in Snohomish Health District.
4. Public Benefit.
The City has had the opportunity to conduct due diligence concerning its potential ownership and
financial interest it may have, if any, to the Rucker Building and agrees to waive, relinquish and
convey the same. The City and the Snohomish Health District agree that if the City does have a
financial or ownership interest in the Rucker Building, that such interest is of approximately equal
or lesser value than the public health services provided by the Snohomish Health District to the
City and its citizens.
5. Legal Requirements.
Both parties shall comply with all applicable federal, state and local laws in performing this
Agreement.
6. Public Disclosure Laws.
The City and the Snohomish Health District each acknowledge, agree and understand that the
other party is a public agency subject to certain disclosure laws, including, but not limited to
Washington's Public Records Act, chapter 42.56 RCW. Each party understands that records
related to this Agreement and the District's performance of services under this Agreement may be
subject to disclosure pursuant to the Public Records Act or other similar law.
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7. Insurance.
Each party shall maintain its own insurance and/or self-insurance for its liabilities from damage to
property and/or injuries to persons arising out of its activities associated with this Agreement as it
deems reasonably appropriate and prudent. The maintenance of, or lack thereof of insurance
and/or self-insurance shall not limit the liability of the indemnifying part to the indemnified party(s).
Each party shall provide the other with a certificate of insurance or letter of self-insurance as the
case may be upon request.
8. Indemnification.
The Snohomish Health District shall protect, save harmless, indemnify and defend the City its
elected officials, officers, employees and agents, from and against any loss or claim for damages
of any nature whatsoever, including claims by third parties or Snohomish Health District
employees against which it would otherwise be immune under Title 51 RCW or other law, arising
out of any act or omission of the Snohomish Health District in performance of this Agreement, its
elected or appointed officials, officers, employees or agents, except to the extent the loss or claim
is attributable to the negligence or willful misconduct of the City, its elected officials, officers,
employees or agents.
The City shall protect, save harmless, indemnify and defend the Snohomish Health District, its
elected and appointed officials, officers, employees and agents from and against any loss or
claim for damages of any nature whatsoever, including claims by third parties or City employees
against which it would otherwise be immune under Title 51 RCW or other law, arising out of any
act or omission of the City in performance of this Agreement, its elected or appointed officials,
officers, employees or agents, except to the extent the loss or claim is attributable to the
negligence or willful misconduct of the County, its elected or appointed officials, officers,
employees or agents.
9. Notices.
Any notice to be given to the Snohomish Health District under this Agreement shall be either
mailed or personally delivered to:
Snohomish Health District
3020 Rucker Avenue, Ste 306
Everett, WA 98201
Any notice to the City shall be mailed or hand delivered to:
Mayor Dave Earling
121 51h Avenue North
Edmonds, WA 98020
Receipt of any notice shall be deemed effective three (3) days after deposit of written notice in the
U.S. mail with proper postage and address.
10. Venue.
The laws of the State of Washington shall apply to the construction and enforcement of this
Agreement. Any action at law, suit in equity, or judicial proceedings for the enforcement of this
agreement or any provision hereto shall be in the Superior Court of Snohomish County, Everett,
Washington.
11. Disputes.
The parties agree that, following reasonable attempts at negotiation and compromise, any
unresolved dispute arising under this Agreement may be resolved by a mutually agreed -upon
alternative dispute resolution of arbitration or mediation.
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12. No third party beneficiaries; no joint venture.
This Agreement is for the sole benefit of the City and Snohomish Health District and shall not
confer third -party beneficiary status on any non-party to this Agreement. 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. County employees who provide services under this
Agreement shall at all times be acting in their official capacities as employees of Snohomish
County.
13. Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding the subject
matter hereof, and supersedes any and all prior oral or written agreements between the parties
regarding the subject matter contained herein. This Agreement may not be modified or amended
in any manner except by written agreement executed by both parties. Both parties recognize that
time is of the essence in the performance and the provisions of this Agreement.
14. Severability.
A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to
be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be
affected, and the parties' rights and obligations shall be construed and enforced as if the
Agreement did not contain the particular provision held to be invalid.
B. If any provision of this Agreement is in direct conflict with any statutory provision of the
State of Washington, that provision which may conflict shall be deemed inoperative and
null and void insofar as it may conflict, and shall be deemed modified to conform to such
statutory provision.
15. Filing.
As provided by RCW 39.34.040, this Agreement shall be filed with the Snohomish County
Auditor, or, alternatively, posted on the website of each party.
16. Execution in Counterparts.
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.
16. Effective Date. lb— ., 2017
City of/150monds
Chy-eerk
as .Form:
City Attorney
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Snohomish ealth Distri t
Jeff rson Ketchel, Interim Administrator
ATTEST:
Approved as to Form:
e�< Zle-1 __�_
Health District itorney
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