Snohomish County Interlocal Agreement for Civic Park ImprovementsDocuSign Envelope ID: DEE048A1-OC7A-49A3-8BEO-E1B77D73A88D
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY
OF EDMONDS FOR CIVIC PARK IMPROVEMENTS
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY
OF EDMONDS FOR CIVIC PARK IMPROVEMENTS (this "Agreement"), between
SNOHOMISH COUNTY, a political subdivision of the State of Washington (the "County"), and
the CITY OF EDMONDS, a Washington municipal corporation (the "City"), pursuant to Chapter
39.34 RCW.
RECITALS
A. The 2015 Comprehensive Parks and Recreation Element, a component of the
Snohomish County Growth Management Act Comprehensive Plan, has documented a County-
wide need for a wide variety of recreational facilities; and
B. The County Executive and the County Council have determined that it is consistent
with the Comprehensive Parks and Recreation Plan and is in the public interest of County residents
to participate in joint undertakings with local municipalities to increase recreational opportunities
and facility capacity; and
C. The County Council approved Amended Ordinance 21-090, adopted November 9,
2022, which adopted the 2023-2028 Capital Improvement Program as part of the Snohomish
County's Growth Management Act Comprehensive Plan, and which included Amendment #4,
which identified specific projects to be funded as City Council Partnership Projects; and
D. Amendment #4 included the City of Edmonds Civic Park Improvements project
("the Project"). The County has determined to undertake a capital improvement project in District
#3 in partnership with the City of Edmonds, including the provision of funding by the County to
the City of Edmonds for the Project, in an amount up to One Hundred Fifty Thousand and no/100
Dollars ($150,000); and
E. The City of Edmonds has provided the following: a description of the Project
(Attachment A, incorporated herein by this reference); a confirmation from the City indicating
ownership interest in the Project property (Attachment B, incorporated herein by this reference);
a description of the City's involvement and on -going role in planning, design, development,
maintenance, and operation of the Project (Attachment C, incorporated herein by this reference);
and relevant portions of the City's 2021-2041 Capital Facilities Plan (CFP) including the property
and Project, as further described herein (Attachment D, incorporated herein by this reference); and
F. Pursuant to this Agreement and Chapter 39.34 RCW, the County wishes to provide,
and the City wishes to accept, the above -described Funds from the County.
AGREEMENT
NOW, THEREFORE, in consideration of the respective agreements set forth below and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
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acknowledged, the County and the City agree as follows:
1. Purpose of Agreement.
This Agreement is authorized by and entered into pursuant to Chapter 39.34 RCW. The
purpose and intent of this Agreement is to define the responsibilities of the County and the City as
they relate to the County's provision of the funds to the City's Project located at Civic Park, 310
6t' Avenue N, Edmonds, WA (the "Park Property"). Planned enhancements at the Park Property
pursuant to the Project include the addition of a gathering area with water feature, a walking path
around the perimeter of the Park Property, a multi -use sport court, exercise equipment, a picnic
area, and restroom.
2. Effective Date and Duration.
This Agreement shall take effect when it has been duly executed by both parties and either
filed with the County Auditor or posted on the County's Interlocal Agreements website. This
Agreement shall remain in effect through December 31, 2024, unless earlier terminated pursuant
to the provisions of Section 12 below, PROVIDED HOWEVER, that each party's obligations are
contingent upon local legislative appropriation of necessary funds for this specific purpose in
accordance with applicable law.
3. Administrators.
Each party to this Agreement shall designate an individual (an "Administrator"), who may
be designated by title or position, to oversee and administer such party's participation in this
Agreement. The parties' initial Administrators shall be the following individuals:
County:
Director
Snohomish County DCNR,
Division of Parks & Recreation
6705 Puget Park Drive
Snohomish, Washington 98296
(425) 388-6601
sharon.swan@snoco.org
Cam:
Angie Feser, Director
Parks, Recreation and Human
Services
700 Main Street
Edmonds, Washington 98020
425-771-0256
Angie.Feser@edmondswa.gov
Either party may change its Administrator at any time by delivering written notice of such
party's new Administrator to the other party.
4. Proiect Performance.
4.1 Certification of Real Property Interest. The City certifies to the County that the
City owns the real property or easements upon which the Project shall be executed, and additional
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real property or easements are not needed to complete the Project.
4.2 City's Financial Commitment. The City certifies to the County that the City has
monies sufficient to match any funding provided by the County to the City under the terms of this
Agreement and will have sufficient monies to complete the Project by the Project deadline
identified in Section 4.3 below (the "City's Financial Commitment").
4.3 Project Deadline. On or before December 31, 2024, the City shall complete the
Project. In executing the Project, the City shall obtain and, upon request, provide the County with
copies of all permits necessary to complete the Project.
4.4 Recognition of County as Financial Sponsor. The City shall recognize the County
as a financial sponsor of the Project as follows:
4.4.1 Upon completion of the Project or dedication of the Park Property,
whichever comes first, the City shall install at the Park Property a plaque in a form approved by
the County that indicates that the County is a financial sponsor of or contributor to the Project;
4.4.2 The City shall invite the County to all events promoting the Project or Park
Property and recognize the County at all such events as a financial sponsor of the Project;
4.4.3 The City shall recognize the County as a financial sponsor of the Project in
all brochures, banners, posters, and other promotional material related to the Project.
4.5 Protect Maintenance. The City shall be responsible for on -going capital
improvements to, and maintenance of, the Park Property pursuant to the Project. The County
makes no commitment to support the Project or Park Property beyond what is provided for in this
Agreement and assumes no obligation for future support of the Project or Park Property except as
expressly set forth in this Agreement.
4.6 Availability to County Residents. The City shall make the Park Property available
to all County residents on the same terms as to residents of the City.
5. Invoicing and Payment.
5.1 Invoicing. Prior to December 31, 2024, the City shall submit to the County one
invoice requesting disbursement of the County's designated funds for the Project, identified in 5.2
("Funds"). The invoice shall provide line -item detail for materials, labor and overhead and include
any documentation requested by the County, including but not limited to documentation as to what
amounts have been spent by the City on the Project.
5.2 Payment. Unless the County delivers to the City written notice disputing the
amount of a particular line item, within twenty (20) working days of receipt from the City of an
invoice properly submitted to the County pursuant to Section 5.1, the County shall remit the Funds
to the City, an amount not to exceed One Hundred Fifty Thousand and no/100 Dollars
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($150,000.00).
5.3 No Overpayments. In the event that the Project is completed for less than the
combined total of the Funds and the City's Financial Commitment, the County shall remit to the
City an amount of Funds equal to the difference between the City's Financial Commitment and
the total cost of the Project. In no case shall the City retain Funds which it does not utilize in the
Project or that it utilizes in the Project without first exhausting the City's Financial Commitment.
Should an overpayment occur, the County shall give written notice to the City of the overpayment,
and within thirty (30) days of the notice of overpayment the City shall return to the County the
overpaid portion of the Funds plus interest at the rate of twelve percent (12%) per annum beginning
thirty (30) days from the date of the notice of overpayment.
5.4 Accounting. The City shall maintain a system of accounting and internal controls
that complies with generally accepted accounting principles and governmental accounting and
financial reporting standards and provisions concerning preservation and destruction of public
documents in accordance with applicable laws, including Chapter 40.14 RCW and RCW 42.56.
5.5 Recordkeeping The City shall maintain adequate records to support billings. The
records shall be maintained by the City for a period of five (5) years after the expiration of this
Agreement. The County, or any of its duly authorized representatives, shall have access to books,
documents, or papers and records of the City relating to this Agreement for purposes of inspection,
audit, or the making of excerpts or transcripts.
5.6 Audit and Repayment. The City shall return Funds disbursed to it by the County
under this Agreement upon the occurrence of any of the following events:
5.6.1 If overpayments are made; or
5.6.2 If an audit of the Project by the State or the County determines that the
Funds have been expended for purposes not permitted by the REET 2 statute, the
State, the County, or this Agreement.
In the case of 5.6.1 or 5.6.2, the County shall make a written demand upon the City for repayment
of the Funds, and the City shall be obligated to repay to the County the Funds demanded within
sixty (60) calendar days of the demand. The County's right to demand repayment from the City
may be exercised as often as necessary to recoup from the City all (or the appropriate portion of)
Funds required to be returned to the County.
The City is solely responsible for seeking repayment from any subcontractor in conformance with
its debt collection policy.
6. Independent Contractor. The City will perform all work associated with the Project as
an independent contractor and not as an agent, employee, or servant of the County. The City shall
be solely responsible for control, supervision, direction, and discipline of its personnel, who shall
be employees and agents of the City and not the County. The County shall only have the right to
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ensure performance.
7. Indemnification/Hold Harmless.
The City shall assume the risk of liability for damage, loss, costs, and expense arising out
of the activities under this Agreement and all use of any improvements it may place on the Park
Property pursuant to the Project. The City shall hold harmless, indemnify and defend the County,
its officers, elected and appointed officials, employees and agents from and against all claims,
losses, lawsuits, actions, counsel fees, litigation costs, expenses, damages, judgments, or decrees
by reason of damage to any property or business and/or any death, injury or disability to or of any
person or party, including but not limited to any employee, arising out of or suffered, directly or
indirectly, by reason of or in connection with the acquisition or use of the Park Property and this
Agreement; PROVIDED, that the above indemnification does not apply to those damages solely
caused by the negligence or willful misconduct of the County, its elected and appointed officials,
officers, employees or agents. This indemnification obligation shall include, but is not limited to,
all claims against the County by an employee or former employee of City, and City, by mutual
negotiation, expressly waives all immunity and limitation on liability, as respects the County only,
under any industrial insurance act, including Title 51 RCW, other Worker's Compensation act,
disability benefit act, or other employee benefit act of any jurisdiction which would otherwise be
applicable in the case of such claim.
8. Liability Related to City Ordinances, Policies, Rules and Regulations.
In executing this Agreement, the County does not assume liability or responsibility for or
in any way release the City from any liability or responsibility which arises in whole or in part
from the existence or effect of City ordinances, policies, rules, or regulations. If any cause, claim,
suit, action, or administrative proceeding is commenced in which the enforceability and/or validity
of any such City ordinance, policy, rule, or regulation is at issue, the City shall defend the same at
its sole expense and, if judgment is entered or damages are awarded against the City, the County,
or both, the City shall satisfy the same, including all chargeable costs and reasonable attorney's
fees.
9. Insurance.
The City shall procure and maintain for the duration of this Agreement, insurance against
claims for injuries to persons or damages to property which may arise from, or in connection with,
exercise of the rights and privileges granted by this Agreement, by the City, its agents,
representatives, and employees/subcontractors. The cost of such insurance shall be paid by the
City.
9.1 Minimum Scope and Limits of Insurance. General Liability: Insurance Services
Office Form No. CG 00 01 Ed. 11-88, covering COMMERCIAL GENERAL LIABILITY with
limits no less than $1,000,000 combined single limit per occurrence for bodily injury, personal
injury, and property damage.
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9.2 Other Insurance Provisions. Coverage shall be written on an "Occurrence" form.
The insurance policies required in this Agreement are to contain or be endorsed to contain the
County, its officers, officials, employees, and agents as additional insureds as respects liability
arising out of activities performed by or on behalf of the City in connection with this Agreement.
9.3 Verification of Coverage. The City shall furnish the County with certificate(s) of
insurance and endorsement(s) required by this Agreement.
9.4 In lieu of the insurance required in this Section 9, the City may, upon request of
and acceptance by the County, provide the County a letter certifying the City's self-insurance
program.
❑X City certifies it has a self-insurance program, in lieu of carrying Commercial General
Liability.
10. Compliance with Laws.
In the performance of its obligations under this Agreement, each party shall comply with
all applicable federal, state, and local laws, rules, and regulations.
11. Default and Remedies.
11.1 Default. If either the County or the City fails to perform any act or obligation
required to be performed by it hereunder, the other party shall deliver written notice of such failure
to the non -performing party. The non -performing party shall have twenty (20) days after its receipt
of such notice in which to correct its failure to perform the act or obligation at issue, after which
time it shall be in default ("Default") under this Agreement; provided, however, that if the non-
performance is of a type that could not reasonably be cured within said twenty (20) day period,
then the non -performing party shall not be in Default if it commences cure within said twenty (20)
day period and thereafter diligently pursues cure to completion.
11.2 Remedies. In the event of a party's Default under this Agreement, then after
giving notice and an opportunity to cure pursuant to Section 11.1 above, the non -Defaulting party
shall have the right to exercise any or all rights and remedies available to it in law or equity.
12. Early Termination.
12.1 30 Days' Notice. Except as provided in Section 12.2 below, either party may
terminate this Agreement at any time, with or without cause, upon not less than thirty (30) days
advance written notice to the other party. The termination notice shall specify the date on which
the Agreement shall terminate.
12.2 Termination for Breach. In the event that the City fails to complete Phase 1 of the
Project by December 31, 2024, and/or otherwise commits a Default as described in Section 11, the
County may terminate this Agreement immediately by delivering written notice to the City. Within
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thirty (30) days of such early termination, the City shall return to the County all Funds previously
disbursed from the County to the City for the Project plus interest at the rate of twelve percent
(12%) per annum beginning thirty (30) days from the date of early termination.
13. Dispute Resolution.
In the event differences between the parties should arise over the terms and conditions or
the performance of this Agreement, the parties shall use their best efforts to resolve those
differences on an informal basis. If those differences cannot be resolved informally, the matter
may be referred for mediation to a mediator mutually selected by the parties. If mediation is not
successful or if a party waives mediation, either of the parties may institute legal action for specific
performance of this Agreement or for damages. The prevailing party in any legal action shall be
entitled to a reasonable attorney's fee and court costs.
14. Notices.
All notices required to be given by any party to the other party under this Agreement shall
be in writing and shall be delivered either in person, by United States mail, or by electronic mail
(email) to the applicable Administrator or the Administrator's designee. Notice delivered in person
shall be deemed given when accepted by the recipient. Notice by United States mail shall be
deemed given as of the date the same is deposited in the United States mail, postage prepaid, and
addressed to the Administrator, or their designee, at the addresses set forth in Section 3 of this
Agreement. Notice delivered by email shall be deemed given as of the date and time received by
the recipient.
15. Miscellaneous.
15.1 Entire Agreement; Amendment. 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 a written document executed
with the same formalities as required for this Agreement and signed by the party against whom
such modification is sought to be enforced.
15.2 Conflicts between Attachments and Text. Should any conflicts exist between any
attached exhibit or schedule and the text or main body of this Agreement, the text or main body of
this Agreement shall prevail.
15.3 Governing Law and Venue. This Agreement shall be governed by and enforced
in accordance with the laws of the State of Washington. The venue of any action arising out of this
Agreement shall be in the Superior Court of the State of Washington, in and for Snohomish
County. In the event that a lawsuit is instituted to enforce any provision of this Agreement, the
prevailing party shall be entitled to recover all costs of such a lawsuit, including reasonable
attorney's fees.
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15.4 Interpretation. This Agreement and each of the terms and provisions of it are
deemed to have been explicitly negotiated by the parties, and the language in all parts of this
Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or
against either of the parties hereto. The captions and headings in this Agreement are used only for
convenience and are not intended to affect the interpretation of the provisions of this Agreement.
This Agreement shall be construed so that wherever applicable the use of the singular number shall
include the plural number, and vice versa, and the use of any gender shall be applicable to all
genders.
15.5 Severability. If any provision of this Agreement or the application thereof to any
person or circumstance shall, for any reason and to any extent, be found invalid or unenforceable,
the remainder of this Agreement and the application of that provision to other persons or
circumstances shall not be affected thereby, but shall instead continue in full force and effect, to
the extent permitted by law.
15.6 No Waiver. A party's forbearance or delay in exercising any right or remedy with
respect to a Default by the other party under this Agreement shall not constitute a waiver of the
Default at issue. Nor shall a waiver by either party of any particular Default constitute a waiver of
any other Default or any similar future Default.
15.7 No Assignment. This Agreement shall not be assigned, either in whole or in part,
by either party without the express written consent of the other party, which may be granted or
withheld in such party's sole discretion. Any attempt to assign this Agreement in violation of the
preceding sentence shall be null and void and shall constitute a Default under this Agreement.
15.8 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.
15.9 No Joint Venture. Nothing contained in this Agreement shall be construed as
creating any type or manner of joint venture or other joint enterprise between the parties.
15.10 No Separate Entity Necessary The parties agree that no separate legal or
administrative entities are necessary to carry out this Agreement.
15.11 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.
15.12 No Third -Party Beneficiaries. This Agreement and each and every provision
hereof is for the sole benefit of the City and the County. No other persons or parties shall be deemed
to have any rights in, under or to this Agreement.
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15.13 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
COUNTY:
Snohomish County, a political subdivision
of the State of Washington
LM
Title: County Executive
Approved as to Form:
lsl Sean Reay_1 12 2023_
Deputy Prosecuting Attorney
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH
COUNTY AND THE CITY OF EDMONDS FOR
CIVIC PARK IMPROVEMENTS
CITY:
City of Edmonds, a Washington
municipal corporation
DocuSigned by:
Y
Title: Mayor
Attest/Authenticate
DocuSigned by:
Title: City clerk
Approved as to Form:
F Do
cuSigned
by:
U,AVDIn, C,at,S
Office of the City Attorney
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No.
CONTRACT ROUTING FORM
Avc- 3 S90
z Originator: Angie Feser Routed by:
O H Department/Division: Parks & Recreation Date.
a
p� Name of Consultant/Contractor: Snohomish County
0) CONTRACT TITLE:
(City Clerk Use Only)
Carrie Haslam, P&R
01 /17/2023
c Interlocal Agreement between Snohomish County and City of Edmonds
Type of Contract: (GR) Grants - (1) Intergovernmental Agreement ❑ (L) Lease Agreement
II-_ ��(S) Purchase of Services _L (W) Public Works �(0) Other
Z
w
I'- Bid/RFP Number:
Z
t(J Effective Date: 01/17/2023 Completion Date: 12/31/2024
I—
0 Has the original City contract boilerplate language been modified? OYes ONo
I.- If yes, specify which sections have been modified:
pDescription
v of Services: Funding to City of Edmonds for Civic Park Improvements
Total Amount of Contract: $ 150,000.00
Amount: Amount:
y Budget # Budget #
J
Q Amount: Amount:
w Budget # Budget #
G
QBudget # Amount: Budget # Amount:
V
QAre there sufficient funds in the current budget to cover this contract? O Yes O No
Z Remarks:
AuthorizationLevel: mayor
w
1. Project Manager
Q 2. Risk Management/Budget
Z �✓ 3. City Attorney
❑ 4. Consultant/Contractor
❑ 5. Other
❑ 6. City Council Approval
Date (if applicable)
Q 7. Mayor
❑ 8. City Clerk