South Snohomish County Fire Interlocal Agreement for SSCF Authority for Fire Station 17CITY OF EDMONDS
USE AGREEMENT WITH SOUTH SNOHOMISH COUNTY
FIRE & RESCUE REGIONAL FIRE AUTHORITY FOR FIRE STATION 17
THIS USE AGREEMENT (hereinafter referred to as the "Agreement") is made and
entered into this 20w day of May, 2025, by and between the CITY OF EDMONDS ("City") and
SOUTH SNOHOMISH COUNTY FIRE & RESCUE REGIONAL FIRE AUTHORITY ("South
County Fire").
ARTICLE I
Recitals
1.1 PRELIMINARY STATEMENT: This Agreement is made with reference to the following
facts:
a. The City annexed into South County Fire effective June 1, 2025 (the "Annexation
Date").
b. RCW 52.26.100(2)(a) contemplates that upon annexing into a regional fire authority; s
participating fire protection jurisdiction will transfer all real property related to fire
protection and emergency services to the regional fire authority.
c. Prior to the Annexation Date, South County Fire has provided fire and emergency
medical services to the City pursuant to the Revised and Restated Interlocal
Agreement for Fire and Emergency Medical Services dated January 26, 2017, and
has utilized Station 17 to provide such services to the City.
d. The parties recognize certain challenges in transferring title to Station 17 to South
County Fire, including but not limited to the fact that Station 17 is located on the same
legal lot of record as other City departments.
e. In lieu of conveying title to Station 17 to South County Fire, the parties hereby enter
into this Use Agreement to allow South County Fire to exclusively use Station 17 for
the provision of fire and emergency medical services.
f. After the execution of the pre -annexation agreement between the parties and before
the Annexation Date, the parties realized that the version of the Station 17 use
agreement attached to the pre -annexation agreement did not address certain issues
that will need to be addressed moving forward. For example, section 3.2 allocates to
South County Fire the duty to pay all utilities used on the Premises. The parties now
realize that the electrical meter that serves Station 17 also serves the City's public
safety complex. There are various other City facilities located on the Station 17
Premises to which the City will need continuing access, including, but not limited to,
the City's chiller plant, electrical supply, switch gear, solar energy facilities, and a fiber
optic cable that serves the City and third parties.
1.2 DEFINED TERMS:
The following terms shall have the meanings specified in this article, unless otherwise
specifically provided herein. Other terms may be defined in other parts of this
Agreement.
Annexation Date: June 1, 2025
Building: Fire Station 17 which is located at 275 61 Ave. N.,
Edmonds, WA 98043
CW City of Edmonds
City's Address: 121 5t' Ave
Edmonds, WA 98020
South County Fire: South Snohomish County Fire & Rescue Regional Fire
Authority.
South County Fire Address: 12425. Meridian Avenue S.
Everett, WA 98208
Premises: Station 17
Property: The legal lot of record.on which the Building is located.
Authorized Use of
Premises: Fire Station and related purposes.
Exhibits: Exhibit "A" — Map of Property
Exhibit "B" — Map of Building
Exhibit "C" — Description of Premises
Exhibit "D" — Map of Premises
The above -described exhibits are attached to this Agreement and by this reference are made a
part hereof.
1.3 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
acknowledged, the City and South County Fire agree as follows:
ARTICLE 11
Premises and Term
2.1 PREMISES: In consideration of South County Fire's agreement to forego taking title to the
Building on the Annexation Date, the City hereby grants to South County Fire exclusive use
and possession of the Premises on the terms and conditions herein.
2.2 PURPOSE: The purpose of this Agreement is to allow South County Fire exclusive use
and possession of the Premises under the terms and conditions identified herein.
2.3 EFFECTIVE DATE: As provided by RCW 39.34.040, this Agreement shall not take effect
unless and until it has been (1) duly executed by both parties and (2) either filed with the
County Auditor or posted on a website of either party.
2.4 TERM: The term of this Agreement shall commence on the Annexation Date and shall
continue indefinitely and perpetually until South County Fire ceases to use the Premises
for the Authorized Use.
ARTICLE III
Charges and Utilities
3.1 USE CHARGE: No charge shall be assessed to South County Fire. The parties agree
that the covenants and conditions herein, plus the agreement that the City not be required
to transfer title to the Building, constitute adequate consideration for South County Fire's
use and possession of the Premises.
3.2 UTILITIES AND SERVICES: South County Fire shall be responsible for the payment of all
utilities used on the Premises.
3.2.1 The City will cooperate to ensure the supply of all utilities necessary for the Use
of the Premises, which shall include water, sewer, garbage, and electrical power.
ARTICLE IV
Use of Premises. Condition of Property.
Improvements. Removal of Property. Maintenance
4.1 AUTHORIZED USE OF THE PREMISES: South County Fire shall be entitled to use the
Premises for a Fire Station and related purposes.
4.2 CONDITION OF BUILDING: South County Fire accepts the Building in an "as is" condition
on the Annexation Date.
4.3 REMOVAL OF PERSONAL PROPERTY: If South County" Fire fails to remove any of its
personal property from the Premises within sixty (60) days of the termination of this
Agreement, such property shall revert to the City and the City may dispose of all or any part
of such property in any manner the City shall deem proper.
4.4 MAINTENANCE OF THE BUILDING: South County Fire shall, at its sole cost and
expense, maintain the Building and all improvements thereon, including the landscaping
and the structural parts of the Building (including but not limited to the foundation, bearing
exterior walls, sub -flooring, and roof, electrical, plumbing and sewage systems to the
Building). .
4.6 ALTERATIONS AND IMPROVEMENTS: South County Fire shall be entitled to make
alterations and improvements to the Building which are consistent with the Authorized Use, and
South County Fire shall not be required to obtain City consent before proceeding with such
alterations or improvements.
4.5.1 Upon completion of a capital improvement, South County Fire will notify the City of
the total costs incurred for construction, Architect/Engineering, and permitting.
ARTICLE V
Insurance and Financial Security: Damage
5.1.1 CASUALTY INSURANCE: South County Fire shall insure the Building for casualty loss for
the full replacement value. The City shall at all times be listed as an additional insured by
endorsement on any such policy.
5.1.1 To the extent that insurance cannot be obtained in strict accordance with the terms
in this section, the parties shall promptly meet and confer to reach a resolution
which meets the intent of the parties as expressed in this section as nearly as
possible.
5.2 CASUALTY LOSS: The parties hereto agree that neither party shall be responsible to the
other for any property loss or damage done to the other's personal property or areas
occupied in the Building occasioned by reason of any fire, storm, or other casualty
whatsoever. It shall be each party's sole responsibility to provide its own protection against
casualty losses of whatsoever kind or nature, and each party waives all claims against the
other, its elected officials, employees and agents for damage to persons or property arising
from any reason except for the negligence or willful misconduct of such party.
5.3 LIABILITY INSURANCE. Each party shall maintain its own liability insurance and/or self-
insurance for its obligations 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/of 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 annually as the
case may be.
5.4 DAMAGE OR DESTRUCTION In the event the Building and/or Premises are destroyed or
damaged to such an extent as to render the same substantially untenantable, the City shall
repair and/or replace the Building and/or Premises to substantially the same design and
configuration unless otherwise mutually agreed to by the parties; provided, however, that
South County Fire may make internal configuration changes to the Premises without the
necessity of City consent. Due to the essential nature of the facility to serving the City and
its residents, the City shall proceed with the repair and/or replacement of the Premises
and/or Building as expeditiously as possible. In the event insurance proceeds for full
replacement value are insufficient to fully cover the cost of repairs or replacement to
substantially the same design and configuration, the parties shall be equally responsible for
the uninsured costs ; provided, however, that each party shall be responsible for any
portion of such uninsured cost which is solely attributable to any configuration/design
changes made by such party.
ARTICLE VI
Environmental Liability
6.1 INDEMNIFICATION FOR ENVIRONMENTAL CLAIMS: Each party shall release, indemnify
and hold harmless the other party, its commissioners, council members, agents, and
employees from any and all governmental or private claims, costs, expenses, losses,
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liabilities, actions, assessments, liens, fines, penalties, demands, judgments, orders, or
damages resulting or arising from the release or threatened release of Hazardous
Substances on, in, above, under, or emanating from the Premises during the period when
such indemnifying party used or occupied the Premises. The term "Hazardous Substances,"
as used herein, shall mean any substance heretofore or hereafter designated as hazardous
or deleterious under the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901 at
seq.; the Federal Water Pollution Control Act, 33 U.S.C. Sec. 1251 et seq.; the Clean Air
Act, 42 U.S.C. Sec. 7401 et seq.; the Comprehensive Environmental Response
Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq.; or the Hazardous
Waste Cleanup -Model Toxic Control Act, RCW 70A.305 all as amended and subject to all
regulations promulgated thereunder.
ARTICLE VII
Other Covenants
7.1 PAYMENT UPON TERMINATION BY SOUTH COUNTY FIRE. The parties acknowledge
that if the City had conveyed title to the Building to South County Fire upon annexation,
South County Fire would be able to recover some, or all, of the investments made in the
Building if and when it elected to sell the Building. The parties also recognize that South
County will make investments in the Building during the term of this Agreement which the
City will benefit from upon termination of this Agreement. Therefore, the parties find that it
is fair and just for South County Fire to be compensated as provided herein upon
termination of this Agreement by South County Fire. The City shall reimburse South
County Fire for the cost of any capital improvements made to the Building, less
depreciation of such capital improvement. .
7.1.1 For purposes of calculating the foregoing payment, the "cost of a capital
improvement" shall include the following costs: (i) engineering and/or architectural
fees, (ii) cost of construction and (III) permitting costs.
7.1.2 The City shall make such payment in full within twelve (12) months of the
termination of this Agreement.
ARTICLE VIII
Miscellaneous Provisions
8.1 DEFAULT: South County Fire shall be in default if it materially and substantially fails to
comply with any provision of this Agreement and fails to satisfy such default within one
hundred eighty (180) days or such longer period as may be necessary to cure such default
following written notice from the City which provides specific details of the default and the
necessary steps to be taken to cure such default. In the event of such default which is not
timely cured, and following an unsuccessful mediation, the City may terminate the
Agreement pursuant to Section 8.4.2 or, alternatively, pursue a cause of action for
damages, injunction or other equitable or legal relief.
8.2 INDEMNIFICATION AND HOLD HARMLESS: Each party agrees to protect, save, defend,
hold harmless and indemnify the other party, its officers, employees, and agents from any
and all demands, claims, judgments, or liability for loss or damage arising as a result of
accidents, injuries, or other occurrences on the Property arising out of this Agreement,
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occasioned by either the negligent or willful conduct of the indemnifying party, regardless of
who the injured party may be.
8.2.1 Limited Waiver of Immunity Under Washington State Industrial Insurance
Act, Title 51 RCW and Other Similar Industrial Insurance Schemes: The
indemnifying party waives its immunity under Title 51 RCW to the extent it is
required to indemnify, defend and hold harmless the indemnitee under the
foregoing indemnification provision. The foregoing provision was specifically
negotiated and agreed upon by the parties hereto.
8.3 ASSIGNMENT OF AGREEMENT: South County Fire may not assign this Agreement,
except to an entity who assumes the obligations of South County Fire under the Interlocal
Agreement.
8.4 TERMINATION: This Agreement may be terminated as provided in this section.
8.4.1 Termination by South County Fire. This Agreement will terminate when South
County Fire ceases to use the Building as a fire station. Upon such termination,
South County Fire shall quit and surrender the Premises to the City in a broom
clean state.
8.4.2 Termination by the City. The City may terminate the Agreement upon providing
South County Fire with not less than one (1) years advance notice. If the
Agreement is terminated for this reason, South County Fire shall commence the
process to subdivide the Property so that the Building and its adjacent parking area
as shown on Exhibit A become a legal lot of record which can be conveyed to
South County Fire. The City shall fully cooperate with such subdivision. South
County Fire shall be responsible for all costs associated with this subdivision
process. Upon completion of the subdivision, the City shall transfer the new legal
lot of record to South County Fire for no consideration; provided, however, that the
deed conveying the new legal lot (the "New Lot") to South County Fire will contain
a reversionary interest which provides that in the event the Building ever ceases to
be used as an active fire station, the City may purchase the New Lot by paying to
South County Fire the fair market value of the New Lot, minus the insured
replacement value of the Building existing on the date of Annexation as annually
adjusted by inflation as measured by the Seattle- Bellevue -Tacoma CPI-U June to
June.).
8.4.3 Construction Contribution Funds Repayment. Upon termination of this
Agreement, the City shall repay to South County Fire all Construction Contribution
Funds paid to the City, if any, adjusted by inflation.
8.5 NOTICES: All notices, demands, requests, consents, and approvals which may, or are
required to be given by any party to any other party hereunder, shall be in writing and shall
be deemed to have been duly given if delivered personally, sent by facsimile, sent by a
nationally recognized overnight delivery service, or if mailed or deposited in the United
States mail and sent by registered mail, return receipt requested, postage prepaid to:
South County Fire:
South Snohomish County Fire & Rescue Regional Fire Authority
12425 Meridian Avenue South
Everett, WA 98208
The City:
City of Edmonds
Attention: Mayor
City of Edmonds
121 51 Ave. N.
Edmonds, WA 98020
or to such other address as the foregoing parties hereto may from time -to -time designate
in writing and deliver in a like manner. All notices shall be deemed complete upon actual
receipt or refusal to accept delivery. Facsimile transmission of any signed original
document and retransmission of any signed facsimile transmission shall be the same as
delivery of an original document.
8.6 QUIET ENJOYMENT: The City covenants that South County Fire shall have quiet
enjoyment of the Premises during the term of this Agreement so long as the terms are
complied with by South County Fire and subject to City's right of entry onto the Premises as
set forth herein.
8.7 CITY MAY ENTER PREMISES: City staff may enter to view the Premises to satisfy any
legal duties the City may have, provided that the City shall do so in such manner as not to
materially interfere with South County Fire's normal and usual operations and upon prior
notice to South County Fire. City staff may also enter the Premises to perform necessary
maintenance and repairs on City facilities located there.
8.8 INTERPRETATION: This Agreement has been submitted to the scrutiny of the parties
hereto and their counsel, if desired. In any dispute between the parties, the language of
this Agreement shall in all cases be construed as a whole according to its fair meaning and
not for or against either the City or South County Fire solely on the basis of which party
drafted the provision. If any word, clause, sentence, or combination thereof for any reason
is declared by a court of law or equity to be invalid or unenforceable against one party or
the other, then such finding shall in no way affect the remaining provisions of this
Agreement.
8.9 GOVERNING LAW: This Agreement, and the right of the parties hereto, shall be governed
by and construed in accordance with the laws of the State of Washington, and the parties
agree that in any such action jurisdiction and venue shall lie exclusively in Snohomish
County, Washington.
8. 10 PREVAILING PARTY: South County Fire and City hereby agree that if either party resorts
to litigation to enforce this Agreement, the Court, in such litigation, shall award reasonable
costs and expenses, including attorney's fees and costs, incurred to the prevailing party.
8.11 NO JOINT VENTURE: Nothing contained in this Agreement shall be construed as creating
any type or manner of partnership, joint venture or other joint enterprise between the
parties.
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8.12COMPLIANCE WITH LAWS: The Parties shall always exercise their rights and perform
their respective obligations under this Agreement in full compliance with all applicable laws,
ordinances, rules and regulations of any public authority having jurisdiction.
8.13ENTIRE AGREEMENT: This Agreement and the Interlocal Agreement contain all of the
understandings between the parties. Each party represents that no promises,
representations, or commitments have been made by the other as a basis for this
Agreement which has not been reduced to writing herein and in the Interlocal Agreement.
No oral promises or representations shall be binding upon either party, whether made in
the past or to be made in the future, unless such promises or representations are reduced
to writing in the form of a modification to this Agreement executed with all necessary legal
formalities by the parties hereto.
8.14FORTHCOMING AMENDMENT: As noted in the recitals, this Agreement will need to be
amended to address, at least the following items: 1) allocation of electric utility costs; 2)
City access rights related to the maintenance and repair of City facilities on the Premises;
3) South County Fire's duties with regard to facilities on the Premises that are not intended
for South County Fire's use. The parties promise to work with each other in good faith to
amend this Agreement appropriately and to jointly adopt such an amendment no later than
August 1, 2025.
DATED this 20th day of May, 2025.
SOUTH SNOHOMISH COUNTY FIRE &
RESCUE REGIONAL FIRE AUTHORITY
1�pt /� Vveimi
Jim Kenny (Jun 2, 202 10:19 PDT)
Jim Kenny, Commissioner/Chair
Michael Fearnehough (Jun 3. 2025 09 2*'
Michael Fearnehough, Commissioner
David Chan (Jun 10, 2025 13:29 PDT)
David Chan, Commissioner
Edward C Widdis.(Jun 5, 2025 17:15 PDT)
Edward Widdis, Commissioner
Melissa Blankenship (Jun 10, 2025 19:A PDT)
Melissa Blankenship, Executive Assistant to
The Board of Commissioners.
Mike Rosen (Jun 24, 2025 08:35 PDT)
Mike Rosen, Mayor
A r l VI I aUl a
Jeffrey Taraday Jun 23, 2025 16:5 PDT)
Jeffrey Taraday, City Attorney
9
Nark `aurehcelo
Mark Laurence (Jun 5, 2025 16:25 PDT)
Mark Laurence, Commissioner/ Vice Chair
Cg - �L_._
Chris Teofilak (Ji_in 3. 202508:22 PDT)
Chris Teofilak, Commissioner
Micah Rowland (Jun 10, 2025 18:50 PDT)
Micah Rowland, Commissioner
STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
On this day personally appeared before me JIM KENNY to me known to be the BOARD
CHAIR of the SOUTH SNOHOMISH COUNTY FIRE & RESCUE REGIONAL FIRE
AUTHORITY, and on oath verified that he/she was authorized to execute this document on
behalf of the District for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this day of 2025.
Print Name:
NOTARY PUBLIC in and for the
State of Washington, Residing at
My Commission Expires:
STATE OF WASHINGTON )
) ss.
COUNTY OF SNOHOMISH )
On this day personally appeared before me MIKE ROSEN, to me known to be the
MAYOR of the CITY OF EDMONDS and on oath verified that they were authorized to execute
this document on behalf of the City for the uses and purposes therein mentioned.
GIVEN under my hand and official seal this _day of 2025.
tNU I ARY SEAL]
Name:
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
to
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Exhibit "A" — Map of Property
I�
...�45000MONNIONRUM6..
Exhibit "B" — Map of Building
gym.
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Exhibit "C" — Description of Premises
Station 17 has both a mezzanine and lower floor. The description of the premises
includes all of the mezzanine and lower floor plan. This includes the apparatus bay to
include the decon room, training room, laundry room, and storage room. It also
includes the living area, which is the rest of the lower floor and consists of 5 sleeping
rooms, day room. kitchen/dinning, storage rooms, offices, Bathrooms, exercise room,
and lobby. The mezzanine includes the mechanical and electrical rooms.
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Exhibit "D — Map of Premises
UMANNEeMPM UMFUX RAI
14
Use Agreement for Fire Station
of Edmonds
Final Audit Report
Created: 2025-06-18
By: Melissa Blankenship (mblankenship@southsnofire.org)
Status: Signed
Transaction ID: CBJCHBCAABAARna6oljlrTeIN8BFj_4SM1yf3udXzUmt
17 SCF and City
2025-06-24
"Use Agreement for Fire Station 17 SCF and City of Edmonds"
History
Document created by Melissa Blankenship (mblankenship@southsnofire.org)
2025-06-18 - 10:16:34 PM GMT
Document emailed to Jeffrey Taraday (Jeff@lighthouselawgroup.com) for signature
2025-06-18 - 10:17:26 PM GMT
Email viewed by Jeffrey Taraday Qeff@lighthouselawgroup.com)
2025-06-23 - 11:51:44 PM GMT
Document e-signed by Jeffrey Taraday (Jeff@lighthouselawgroup.com)
Signature Date: 2025-06-23 - 11:52:35 PM GMT - Time Source: server
Py Document emailed to Mike Rosen (mike.rosen@edmondswa.gov) for signature
2025-06-23 - 11:52:36 PM GMT
Email viewed by Mike Rosen (mike.rosen@edmondswa.gov)
2025-06-24 - 3:34:39 PM GMT
Document e-signed by Mike Rosen (mike.rosen@edmondswa.gov)
Signature Date: 2025-06-24 - 3:35:05 PM GMT - Time Source: server
Agreement completed.
2025-06-24 - 3:35:05 PM GMT
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