Snohomish Co. - Edmonds Waterfront projectINTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE
CITY OF EDMONDS FOR PARK PROJECT FUNDING
This INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND
THE CITY OF EDMONDS FOR PARD. PROJECT FUNDING (this "Agreement"), is
made and entered into this I ± day of -)A �zV— , 2017, by and 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 General Policy Plan, Parks and Recreation, Goal PR 1, includes
a component to provide recreation services to Snohomish County's residents in the most
effective and efficient way possible; and
B. The County Executive and the County Council have determined that it is
consistent with the General Policy 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 Ordinance 16-094, dated on November 14,
2016, which adopted the 2017-2022 Capital Improvement Program as part of the
Snohomish County Capital Facilities Plan; and
D. The Council adopted Priority Package Detail included funding for certain
capital improvement projects, including 2-03 City of Edmonds Waterfront
Redevelopment II, Package ID#: 632 in an amount up to One Hundred Twenty -Five
Thousand and no/100 Dollars ($125,000.00) in REET 2 funds (the " Funds") for the
purpose of helping fund improvements for the Edmonds Waterfront Redevelopment
project, excluding construction and/or installation of the parking lot; and
E. Pursuant to this Agreement and Chapter 39.34 RCW, the City wishes to
accept the above-described Funds from the County; and
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 acknowledged, the County and the City agree as follows:
1. Purpose of Apreenient.
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 Funds to the City for LoiV , 5-117
7
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS 4V
FOR PARK PROJECT FUNDING 1 of 9 6-,40-4
improvements to Edmonds Waterfront Redevelopment II project (the "Project") located
along the Edmonds waterfront in front of the Senior Center, 220 Railroad Avenue,
Edmonds, WA and the continued walkway south of the Senior Center (the "Park
Property"). The project will enhance the waterfront experience by removing the creosote
pier, adding wider stairs and seat wall, adding an ADA ramp to the beach, adding a hand
boat launch, and reintroducing natural elements to the beachfront to increase habitat. It
will add 300 feet of walkway, connecting to the northern walkway leading to Brackett's
South and Brackett's North.
2. Effective Date and Duration.
This Agreement shall not take effect unless and until 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 June 30, 2019,
unless earlier terminated pursuant to the provisions of Section 12 below, PROVIDED
HOWEVER, that each party's obligations after December 31, 2017, 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's Initial Administrator
Tom Teigen, Director
Snohomish County Parks and
Recreation Department
6705 Puget Park Drive
Snohomish, Washington 98296
(425) 388-6617 phone
(425) 388-6645 facsimile
Tom.Teigen@snoco.org
City's Initial Administrator:
Carrie Hite, Director
Parks, Recreation and Cultural
Services
City of Edmonds
700 Main Street
Edmonds, WA. 98020
(425) 771-0256 phone
carrie.hite@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. Project 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 real property or easements are not needed to complete the
Project.
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 2 of 9
4.2 Cit 's Financial Conurritment. 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 Prosect Deadline. On or before June 30, 2019, 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 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 in all
brochures, banners, posters, and other promotional material related to the Project.
4.5 Project Maintenance. The City shall be responsible for on-going capital
improvements to, and maintenance of, the Project and Park Property. 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 Cyunty 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 June 30, 2019, the City shall submit to the County an
invoice requesting disbursement of the Funds for the Project. 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 to the City an amount not to exceed One Hundred Twenty -Five Thousand and
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 3 of 9
no/100 Dollars ($125,000.00).
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 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.
5.5 Recordkee in g. 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
completion 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.
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 ensure performance.
7. Indemnification/Hold Harmless.
The City shall assume the risk of, be liable for, and pay all damage, loss, costs and
expense of any party arising out of the activities under this Agreement and all use of any
improvements it may place on the Property. 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
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 4 of 9
caused by the negligence or willful misconduct of the County, its elected and appointed
officials, officers, employees or agents.
8. Liability Related to City Ordinances, Policies, Mules and Reenlations.
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, his agents, representatives, 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.
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.
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
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 5 of 9
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 Sections 12.2 and 12.3 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 Lack of Funding. This Agreement is contingent upon governmental
funding and local legislative appropriations. In the event that funding from any source is
withdrawn, reduced, limited, or not appropriated after the effective date of this
Agreement, this Agreement may be terminated by either party immediately by delivering
written notice to the other party. The termination notice shall specify the date on which
the Agreement shall terminate.
12.3 Termination for Breach. In the event that the City fails to complete the
Project by June 30, 2019, commits a Default as described in Section 11, or otherwise fails
to appropriate the funds necessary to complete the Project, the County may terminate this
Agreement immediately by delivering written notice to the City. Within 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 (3 0) 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
attorneys' fee and court costs.
14. Notices.
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 6 of 9
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 A reement• 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.
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.
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 7 of 9
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 partnership, 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.
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.
[The remainder of this page is intentionally left blank.]
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 8 of 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COUNTY: CITY:
Snohomish County, a political subdivision City of Edmonds, a Washington
of the State of Washington munic' corporation
KEN KLEIN
Executive Director ^
B _ By +�
4ht- Name: Dave Somers Name: Dave Earling
Title: Executive Title: Mayor
Attest/Authenticate
By
ame: Scott Passey
Title: City Clerk
Approved as to Form: Approved as to Form:
Deputy Prosecuting t ney ice of the City Attorney
COUNCIL USE ONLY
Approved:
Docfile:
INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS
FOR PARK PROJECT FUNDING 9 of