Lake Ballinger McAleer Creek Watershed Forum Interlocal Agreement Amendment 4oV E t}AIL)14k.
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CONTRACT ROUTING FORM
No. 20201106
Z Originator: Rob English Routed by:
O Department/Division: Engineering - Public Works Date:
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p� Name of Consultant/Contractor:
IU CONTRACT TITLE:
c ILA for Lake Ballinger/McAleer Creek Watershed
(City Clerk Use Only)
Megan Luttrell
11 /06/2020
Type of Contract: (GR) Grants (1) Intergovernmental Agreement ❑ (L) Lease Agreement
n (S) Purchase of Services n (W) Public Works n (0) Other
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I'- Bid/RFP Number:
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v _Effective Date: Completion Date: 12/31/2023
Has the original City contract boilerplate language been modified? OYes ONo
If yes, specify which sections have been modified:
pDescription
V of Services:
Total Amount of Contract:
Budget # 422 Storm Fu d Amount:
J
Budget # Amount:
LU
G
QBudget # Amount:
V i
QAre there sufficient funds in the current budget to cover this contract? O Yes O No
Z Remarks:
Authorization Level:
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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
11 /3/2020
Fourth Amendment to Interlocal Agreement
For Governmental Jurisdictions within the
Lake Ballinger/McAleer Creek Watershed
Including the Cities of Edmonds, Lake Forest Park, Lynnwood,
Mountlake Terrace, Shoreline and Snohomish County
The Interlocal Agreement for Governmental Jurisdiction within the Lake Ballinger/McAleer
Creek Watershed ("ILA) was entered into in 2008; a First Amendment, Second Amendment, and
Third Amendment were subsequently entered into. Together, the ILA and the three prior
amendments thereto shall be referred to as the Agreement. This Fourth Amendment to the
Agreement ("Fourth Amendment") is entered into by and among Snohomish County, a political
subdivision of the state of Washington, and the cities of Edmonds, Lake Forest Park, Lynnwood,
Mountlake Terrace, and Shoreline, all municipal corporations of the state of Washington.
RECITALS
WHEREAS, the Agreement, expires on December 31, 2020; and
WHEREAS, The Agreement, by its terms, may be extended for such additional terms as
the Member Jurisdictions may agree in writing; and
WHEREAS, the Member Jurisdictions desire to extend the Agreement for an additional
three-year term commencing January 1, 2021 through December 31, 2023 ("extended term");
and
WHEREAS, the Member Jurisdictions desire to provide for a replacement of Exhibit C 1
("Capital Improvement Plan"), Exhibit D3 ("Operating Fund Allocations"), and Exhibit E3
("Service Provider Operating Fund Allocations") for the extended term; and
WHEREAS, the Member Jurisdictions desire to amend the Agreement on the terms and
conditions set forth in this Fourth Amendment.
NOW, THEREFORE, in consideration of the terms, conditions and covenants contained
herein, the Member Jurisdictions agree to amend the Agreement as follows:
Section 1. Defined Terms. All capitalized terms when used herein shall have the
same respective meanings as are given such terms in the Agreement, unless expressly provided
otherwise in this Fourth Amendment.
Section 2. Extension of Term. The Member Jurisdictions acknowledge and agree
that the term of the Agreement shall be extended by an additional three-year term, commencing
Fourth Amendment to Interlocal Agreement Page 1
January 1, 2021 and remain in effect through December 31, 2023 ("New Term"), unless
terminated earlier pursuant to the provisions in the Agreement.
Section 3. Replacement of Exhibit C1, Exhibit D3 and Exhibit E3. Member
Jurisdictions acknowledge and agree that Exhibit CI, Exhibit D3 and Exhibit E3 to the
Agreement shall be replaced respectively with new Exhibits, Exhibit C2 (Capital Improvement
Plan), Exhibit D4 ("Operating Fund Allocations") and Exhibit E4 ("Service Provider Operating
Fund Allocations"), which are attached hereto and incorporated by reference.
Section 4. Method and Duty to File Fourth Amendment. Member
Jurisdictions shall, upon execution of this Fourth Amendment to the Agreement, post
this Fourth Amendment on its official website in accordance with RCW 39.34.040 and
RCW 39.34.200.
Section 5. Counterparts. This Fourth Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute the same instrument and, collectively, constitute the entire Fourth Amendment.
Section 6. Conflict, No Further Modification. In the event of any conflict between
the terms and conditions of the Agreement and the terms and conditions of this Fourth
Amendment, the terms and conditions of this Fourth Amendment shall prevail.
Section 7. Remaining Terms of Agreement. Except as specifically set forth in this
Fourth Amendment, all other terms and conditions of the Agreement and Exhibits shall remain
unmodified and in full force and effect.
Section 8. Effective Date of Amendment. This Fourth Amendment shall become
effective upon the day the second Member Jurisdiction executes this Amendment, as authorized
by each jurisdiction's legislative body.
Section 9. Terminating Section - replaced by Section 2, Extension of Term.
Fourth Amendment to Interlocal Agreement Page 2
IN WITNESS WHEREOF, the Member Jurisdictions hereto have executed this Fourth
Amendment on the dates indicated below:
Approved as to Form:
By:
Title: City Attorney
Date: 11/10/2020
Approved as to Form:
By:
Title:
Date:
Approved as to Form:
By:
Title:
Date:
Approved as to Form:
By:
Title:
Date:
CITY OF EDMONDS
l
By:
Title: Mayor
Date: 11/10/2020
CITY OF LAKE FOREST PARK
Bv:
Title:
Date:
CITY OF MOUNTLAKE TERRACE
By:
Title:
Date:
CITY OF LYNNWOOD
By:
Title:
Date:
Fourth Amendment to Interlocal Agreement Page 3
Approved as to Form:
By:
Title:
Date:
Approved as to Form:
By:
Title:
Date:
CITY OF SHORELINE
By: _
Title:
Date:
SNOHOMISH COUNTY
10
Title:
Date:
Fourth Amendment to Interlocal Agreement Page 4
EXHIBIT C2
CAPITAL IMPROVEMENT PLAN
Fourth Amendment to Interlocal Agreement Page 5
Lake Bailin er/McAleer Creek Watershed Forum Capital Im
movement Plan (September 2020
Action or Project
Description
Project Information
Goal
Issues
Projected Outcome
Project Status 0912020
Projected
Potential Funding
Project Lead
Planning
Options
Agency
Level Cost
Lower
McAleer Creek
Upgrade/Replace Culverts on McAleer
Enhance and replace 1 culvert at Perkins Way on McAleer Creek in Lake Forest
TBD
Grant
Lake Forest
Reduce localized flooding in Lake Forest
Project benefts residents in
Up to 10 residences in Lake Forest Park
Project has not been initiated
Creek
Park
Park
Park.
Lake Forest Park only.
would be protected from localized flooding.
Upper
McAleer Creek/Lake Ballinger/Hall Creek
Calibrate and consolidate existing modeling inforrre0on sufficient to develop
Lake Ballinger to Lake Washington
calibrated hydraulic and hydrologic model for Lake Ballinger for the purpose of
Requires H&H model
may be served by 2013 ACE rremo.
Model the Lake Ballinger system from Hell
detemrining flooding impacts under various control scenarios during large storm
Mountlake
Answer questions, accurately reflect
calibration by qualified
Give accurate guidance to cities with
MILT to complete H&H model of Hall
Lake to Lake Washington
events (for example: and determine flood plain elevations for Hall Creek and
TBD
Gant, Forum
7emace,
existing conditions during flood events
consultant; cost currently
development and redevelopment in the
Lake to Lake Ballinger in 2021 (cost
Lake Ballinger during a 100-year flood; simulate impacts to LFP property owners
Edmonds
unknown.
affected flood plain.
estimated to be $200K for MLT
if the restricting culvert under 1-5 is modified to allow more flow, weir elevation
changes, other scenarios.)
portion)
Develop use enhance environmentally sensitive areas, create
Improve habitat quality in creek, riparian
Improved habitat for birds, reptiles,
Feasibility study completed (2020).
Ballinger Park Hall Creek Restoration
passive park,
stream meanders, increase stream channel capacity and improve quality of water
$6M
Partnership with
Mountlake
reas, around ponds. Add boardwalk to
Cost
amphibians, and some mammals; fulfills vision
Design/engineering to be completed
entering Lake Ballinger.
USACE
Terrece
protect sensitive areas and provide
of Ballinger Park Master Plan of wilder
in 2021, construction to occur in
access. Add educational signs.
contemplative side of park
2022.
Gain understanding of baseline habitat
Cost, difficulty in finding
Useful biological baseline of watershed
Habitat Inventory
Aquatic life baseline, watershed study
TBD
Grant, Forum
All
and biological use of Hall Creek, Lake
biological indicators that are
system.
Project has not been initiated
Ballinger, and McAleer Creek
diagnostic
Project is anticipated to reduce Pollutants
Feasibility study completed;
Mathay-Ballinger Park Regional Infiltration
Green stortrnvater infrastructure project to treat and infiltrate much of the
Reduce stomrwater impacts on lakes
At planning phase;
flowing into the lake, help reduce mitigation
engineering & design to be
Facility Project
Edmonds runoff to Lake Ballinger including a major portion of the highly urbanized
$3-5 million
GraM/Edmonds
Edmonds
including pollution, temperature and
construction still severe)
temperature impact form stormwater sources,
completed in ;construction
Highway 99 corridor.
9 y
quantity (each to varying degrees).
years out.
and reduce stormvlev impacts on the Lake
level.
led
scheduled for 2022
Lake Management
Ecology grant, MLT
Herbicide treatment carried out in
Invasive Weed Control
Manage invasive plant species in Lake Ballinger to promote good water quality,
$SOK
& Edmonds in -kind
Mountlake
Implement Integrated Aquatic Plant Control
Cost, particularly ongoing
Improved use of Lake Ballinger for recreation,
2019, bottom barrier installation
lower temperatures, and encourage a diverse plant community
wntribution of labor
Terrace
Plan
maintenance costs
inproved habitat and water quality
completed in 2020
and resources
Fourth Amendment to Interlocal Agreement Page 6
EXHIBIT D4
OPERATING FUND
ALLOCATIONS
Fourth Amendment to Interlocal Agreement Page 7
Table 1
Service Provider
Operating Fund Allocation 2021-2023
Allocation shall be equal
percentage for each (current) Member Jurisdiction
Jurisdiction
% of Total
% of Total
% of Total
% of Total
Original members
5 members
4 members
3 members
Edmonds
16.67%
20.00%
25.00%
33.33%
Snohomish County*
16.67%
20.00%
25.00%
Lake Forest Park
16.67%
20.00%
25.00%
33.33%
Mountlake Terrace
16.67%
20.00%
25.00%
33.33%
Lynnwood
16.67%
Shoreline
16.67%
20.00%
*Provided however, that Snohomish County, in its discretion and at its election, may provide
mutually agreed in -kind contribution of services in lieu of its percentage share of the financial
operating fund allocation as set forth in D4 and E4. Snohomish County shall, within thirty (30)
days of becoming a Member Jurisdiction and no later than September 1 of each calendar year
thereafter during the duration of this Agreement or extension thereof shall advise the other
Member Jurisdictions of its election to provide in -kind contribution of services. In the event
Snohomish County elects to provide in -kind contribution of services, the remaining Member
Jurisdictions shall share equally Snohomish County's financial operating fund allocation.
Fourth Amendment to Interlocal Agreement Page 8
EXHIBIT E4
SERVICE PROVIDER OPERATING
FUND ALLOCATIONS
Fourth Amendment to Interlocal Agreement Page 9
Administrative Support Service Provider Needs Listing
The Forum wishes to retain the City of Mountlake Terrace as the Administrative Support Service
Provider. The Forum has suggested quarterly meetings at a minimum for the current agreement
period with other meetings held as needed. The Service Provider needs listing allows for four
quarterly meetings and up to four additional meetings per year.
Duties
Hours per quarter
Hours per year
Manage and update email list
for Forum
0.5
2
Edit and send out agenda
1
3
Arrange room reservations
and provide materials for
meetings
1
4
Take notes at meetings
2
8
Produce minutes for meetings
4.5
18
Maintain Forum records
1
4
Totals
10
40
Additional duties may be added as needs develop.
Provider Support through the City of Mountlake Terrace
Administrative Support for 2021 $1,600
Administrative Support for 2022 $1,600
Administrative Support for 2023 $1,600
This listing assumes services are provided at 10 hours a quarter are allocated for a
total of 40 hours for each of the 2021, 2022, and 2023 calendar years. Each
Member Jurisdiction's cost percentage of the Administrator Support Provider is
listed in Exhibit D4 Table 1.
Fourth Amendment to Interlocal Agreement Page 10
INTERLOCAL AGREEMENT
for the Governmental Jurisdictions within the Lake Ballinger/McAleer Creek
Watershed Including the Cities of Edmonds, Lake Forest Park, Lynnwood,
Mountlake Terrace, Shoreline and Snohomish County
PREAMBLE
THIS AGREEMENT ("Agreement") is entered into pursuant to Chapter 39.34
RCW by and among Snohomish County, a political subdivision of the state of
Washington, and the cities of Edmonds, Lake Forest Park, Lynnwood, Mountlake
Terrace, and Shoreline, all municipal corporations of the state of Washington. The
parties executing this Agreement are located in King and Snohomish Counties, lying
wholly or partially within the Watershed Area defined in Section 1.1 below (individually
for those executing this Agreement "Member Jurisdiction" and collectively "Member
Jurisdictions"). The Member Jurisdictions share interests in and responsibility for
addressing long-term watershed planning and conservation and wish to provide for
development of various activities and projects therein.
A. MUTUAL COVENANTS AND AGREEMENTS
DEFINITIONS. For purposes of this Agreement, the following terms shall have
the meaning provided for below:
1.1 WATERSHED AREA: The Watershed Area is defined as those waters
draining to Lake Washington through surface and subsurface natural or
constructed water conveyance systems consisting of Hall Lake, Hall Creek,
Chase Lake, Echo Lake, Lake Ballinger, McAleer Creek and all other known
surface and subsurface tributary drainages along with _the associated pipe
conveyance systems connected to existing surface conveyance as further
delineated on the watershed map attached as Exhibit A and collectively
known as the Lake Ballinger/McAleer Creek Watershed. Additional tributary
drainage areas identified in the future that are not currently listed on Exhibit
A may be added to the Exhibit A by amendment of this Agreement.
1.2 ELIGIBLE JURISDICTIONS: The governments eligible for participation in
this Agreement as Member Jurisdictions are Snohomish County, and the
Cities of Edmonds, Lake Forest Park, Lynnwood, Mountlake Terrace and
Shoreline.
1.3 MEMBER JURISDICTION: A Member Jurisdiction as referred to herein is
a government eligible for participation in this Agreement that has also
executed this Agreement.
1.4 LAKE BALLINGER/McALEER CREEK WATERSHED FORUM: The Lake
Ballinger/ McAleer Creek Watershed Forum (hereinafter referred to as the
Forum) created herein is the governing body responsible for implementing
this Agreement and is comprised of designated representatives of Eligible
Jurisdictions who have authorized the execution of and become Member
Jurisdictions of this Agreement.
1.5 STRATEGIC ACTION PLAN: The Strategic Action Plan, as referred to
herein, is the plan developed by the Forum and adopted by all Member
Third Amendment to Interlocal Agreement Page 19
Jurisdictions to address water resource issues within the Watershed Area
as provided in this Agreement. The plan identifies specific actions and
projects to address the identified water resource issues and is attached as
Exhibit B.
1.6 CAPITAL IMPROVEMENT PLAN: The Capital Improvement Plan, as
referred to herein, is the set of projects developed in the Strategic Action
Plan to address the identified water resource issues. The Capital
Improvement Plan lists specific projects, estimated costs, proposed funding
mechanisms and project lead agency and is attached as Exhibit C.
1.7 FISCAL AGENT: The Fiscal Agent is the entity designated to perform all
accounting and contract management services for the Forum, as it may
require, in accordance with the requirements of Chapter 39.34 RCW.
1.8 SERVICE PROVIDER(S): The Service Provider(s), as used herein, means
that individual consultant or other entity which provides a service to and for
the Forum and who is directed to carry out actions as determined or
assigned by the Forum, including but not limited to, preparation of meeting
agendas and minutes, maintaining documents and records, researching
federal and state appropriation opportunities, and researching and applying
for local, state and federal grants in support of the Strategic Action Plan
and the Capital Improvement Plan.
1.8.1 Service Provider Operating Fund: The Service Provider
Operating Fund is the fund established for activities of the Service
Provider(s) in the implementation of the Strategic Action Plan and
the Capital Improvement Plan. The fund budget is set each year by
action of the Forum and authorized by budget allocation from each
Member Jurisdiction.
1.9 STEERING COMMITTEE and PROJECT SUBCOMMITTEES: The Steering
Committee is composed of executive level staff members of each Member
Jurisdiction who will provide specific guidance to technical level staff on the
Project Subcommittees for each of the projects identified in the Capital
Improvement Plan based on policy direction from the Forum.
2. PURPOSES. The purposes of this Agreement include the following:
2.1 To provide a mechanism and governance structure for the implementation of
the Strategic Action Plan and to share the cost of Service Provider(s) to
coordinate and provide the services necessary for the successful
implementation of the Strategic Action Plan and the Capital Improvement
Plan.
2.2 To provide a mechanism for securing technical assistance and any available
funding from state agencies, federal agencies or other sources to implement
the Strategic Action Plan and the Capital Improvement Plan in support of
the Strategic Action Plan.
2.3 To provide a framework for cooperation and coordination among the member
jurisdictions on issues relating to the implementation of the Strategic Action
Plan and the Capital Improvement Plan.
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2.4 To develop and articulate to state and federal legislators, watershed based
positions on stormwater management issues, conservation issues, funding
or any other issues jointly identified by the Member Jurisdictions.
2.5 To provide for the ongoing participation of citizens and other stakeholders in
such efforts and to ensure continued public outreach efforts to educate and
garner support for current and future watershed conservation efforts.
It is not the purpose or intent of this Agreement to create, supplant, preempt or
supersede the authority or role of any individual Member Jurisdiction or water
quality policy body.
3. EFFECTIVE DATE AND TERM. This Agreement shall become effective upon its
execution by Eligible Jurisdictions, as authorized by each jurisdiction's
legislative body, and further provided that after such execution, this Agreement
shall be posted on the web site of each Member Jurisdiction in accordance with
the terms of RCW 39.34.040 and .200. Once effective, this Agreement shall
remain in effect, unless terminated as provided in Section 9, until December 31,
2013; provided, however, that this Agreement may be extended for such
additional terms as the Member Jurisdictions may agree to in writing.
4. ORGANIZATION AND NATURE OF THE FORUM. The Member Jurisdictions
hereby establish the Forum to serve as the formal governance structure for
carrying out the purposes of this Agreement. Each Member Jurisdiction shall
appoint one (1) elected official or designee and an alternate (elected official or
designee and alternate hereinafter referred to as designee) to serve as its
representative on the Forum along with a Steering Committee representative to
carry out the policy direction of the Forum.
4.1 Upon the effective execution of this Agreement and the appointment of
designees from each Member Jurisdiction to the Forum, the Forum
designees shall meet and choose, according to the voting provisions of
Section 5, representatives to serve as Forum Chair and Vice Chair to
oversee and direct the activities associated with Forum meetings including
the development of the agendas, running the meeting and providing
leadership to the Forum.
4.2 The Forum shall have the authority and mandate to do the following:
4.2.1 Review and evaluate at least annually the duties to be assigned to the
Steering Committee to this Agreement and provide for whatever
actions it deems necessary to ensure that quality services are
efficiently, effectively and responsibly delivered in the performance of
this Agreement.
4.2.2 Review Steering Committee progress on implementation of the
Strategic Action Plan and the Capital Improvement Plan on a
quarterly basis and provide for whatever actions it deems appropriate
to ensure that such development is efficiently, effectively and
responsibly delivered in the performance of this Agreement.
4.2.3 On or before September 1 of each year, establish and approve a
Service Provider Operating Fund budget for the following calendar
year for the activities of the Service Provider(s), proposing the level
Third Amendment to Interlocal Agreement Page 21
of funding and total resource obligations of the Member
Jurisdictions to support the activities of the Service Provider(s)
which are to be allocated in accordance with the formula set forth in
Exhibit D.
4.2.4 Review and evaluate at least annually the duties to be assigned to the
Service Provider(s) to this Agreement and provide for whatever
actions it deems necessary to ensure that quality services are
efficiently, effectively and responsibly delivered in the performance of
this Agreement.
4.2.5 Oversee and administer the allocation of resources available to the
Forum to implement the Strategic Action Plan and the Capital
Improvement Plan in support of the Strategic Action Plan.
4.3 The Forum designees may adopt other rules and procedures that are
consistent with its purposes as stated herein and are necessary for its
operation according to the voting provisions of Section 5.
5. VOTING. The Forum designees shall make decisions, approve goals and
objectives, specify work priorities and perform any other actions necessary to
carry out the purposes of this Agreement as follows:
5.1 No action or binding decision will be taken by the Forum without the
presence of a quorum of active Member Jurisdiction designees. A quorum
exists if a majority of the Member Jurisdiction designees are present at the
Forum meeting. The voting procedures provided for in 5.2 and 5.3 are
conditioned upon there being a quorum of the active Member Jurisdiction
designees present for any action or decision to be effective and binding.
5.2 Decisions shall be made using a consensus model as much as possible.
Each designee agrees to use their best effort and exercise good faith in
consensus decision -making. Consensus may be reached by unanimous
agreement of the Member Jurisdiction designees at the meeting or by a
majority recommendation agreed upon by the Member Jurisdiction
designees.
5.3 In the event consensus cannot be achieved, as determined by rules and
procedures adopted by the Forum, the Forum shall take action on a majority
basis, as follows:
5.3.1 Each Member Jurisdiction, through its appointed designee, may
cast its vote in connection with a proposed Forum action.
5.3.2 For any action subject to voting to be deemed approved, an
affirmative vote must be cast by a majority of the Member
Jurisdiction designees. No action shall be valid and binding on the
Member Jurisdiction until it shall receive majority of votes of the total
number of Member Jurisdiction designees. A vote of abstention
shall be recorded as a "no" vote.
6. OBLIGATIONS OF MEMBER JURISDICTIONS; BUDGET; FISCAL AGENT•
RULES.
6.1 Each Member Jurisdiction shall be responsible for meeting its financial
obligations hereunder as described in Section 2.1 and established by the
Third Amendment to Interlocal Agreement Page 22
operating fund adopted by the Forum under this Agreement and described
in Section 4.2.3.
6.2 On or before September 1 of each year of this Agreement, the Forum shall
adopt a Service Provider budget for the following calendar year. The
Service Provider budget shall propose the level of funding responsibilities of
the individual Member Jurisdictions for the following calendar year and
shall propose the levels of funding to be allocated to the Service Provider
budget for implementation activities related to the Strategic Action Plan and
the Capital Improvement Plan within the Watershed Area. The Member
Jurisdictions shall thereafter take separate legislative or other actions that
may be necessary to timely address such individual responsibilities under
the proposed operating fund, and shall have done so no later than December
31 st of each such year, provided that the financial obligations of each
Member Jurisdiction to fund this Agreement after December 31, 2011 are
contingent upon local legislative appropriation of necessary funds in future
fiscal years; and provided that financial obligations imposed herein shall not
be for the purpose of funding the design or construction of specific Capital
Improvement Plan projects.
6.3 Funds collected from any source on behalf of the Forum shall be maintained
in a special fund by the Fiscal Agent as ex officio treasurer on behalf of the
Forum pursuant to rules and procedures established and agreed to by the
Forum. The Fiscal Agent shall also serve as the contractual agent for the
Member Jurisdictions in acquiring any services needed, including those
provided by the Service Provider(s), in the implementation of the Strategic
Action Plan and the Capital Improvement Plan as directed by the Forum.
The Fiscal Agent shall establish billing practices and collection procedures
in the format established by the Washington State Auditor, and utilize its
established purchasing authority and procedures, and any other procedures
as may be necessary to provide for its efficient administration and operation.
Any Member Jurisdiction may inspect and review all records maintained in
connection with the special fund maintained by the Fiscal Agent at any
reasonable time.
6.4 The Fiscal Agent, in the performance of its duties, shall not exceed the
budgeted amounts authorized by the Forum and/or the total funds as
appropriated by the individual Member Jurisdictions.
7. LATECOMERS. An Eligible Jurisdiction listed in Section 1.2 which has not
become a Member Jurisdiction within six (6) months of the effective date of this
Agreement may become a Member Jurisdiction only with the written consent of
all the Member Jurisdiction. The provisions of Section 5 otherwise governing
decisions of the Forum shall not apply to this Section 7. The Member
Jurisdictions and the county or city seeking to become a Member Jurisdiction
shall jointly determine the terms and conditions under which the county or city
may become a Member Jurisdiction. These terms and conditions shall include
payment by such county or city to the Member Jurisdictions of the amount
determined jointly by the Member Jurisdictions and the county or city to
represent such county or city's fair and proportionate share of all costs
Third Amendment to Interlocal Agreement Page 23
associated with activities undertaken by the Forum and the Member
Jurisdictions on its behalf as of the date the county or city becomes a Member
Jurisdiction. Any county or city that becomes a Member Jurisdiction pursuant
to this section shall thereby assume the general rights and responsibilities of all
other Member Jurisdictions.
8. TERMINATION. This Agreement may be terminated by any Member
Jurisdiction, as to that Member Jurisdiction only, upon sixty (60) days written
notice to the other Member Jurisdictions. The terminating Member
Jurisdiction shall remain fully responsible for meeting all of its funding
obligations for expenditures authorized by the jurisdiction, but only for costs
incurred prior to the date of the notice. This Agreement may be terminated at any
time by the written agreement of all Member Jurisdictions.
9. HOLD HARMLESS AND INDEMNIFICATION. To the extent permitted by state
law, and for the limited purposes set forth in this Agreement, each Member
Jurisdiction shall protect, defend, hold harmless and indemnify the other
Member Jurisdictions to include the officers, employees, agents and
contractors of the Member Jurisdiction, while acting within the scope of their
employment as such, from and against any and all claims (including demands,
suits, penalties, liabilities, damages, costs, expenses, or losses of any kind or
nature whatsoever) arising out of or in any way resulting from such Member
Jurisdiction's own negligent acts or omissions, torts and wrongful or illegal acts
related to such Member Jurisdiction's participation and obligations under this
Agreement. Each Member Jurisdiction agrees that its obligations under this
subsection extend to any claim, demand and/or cause of action brought by or on
behalf of any of its employees or agents. For this purpose, each Member
Jurisdiction, by mutual negotiation, hereby waives, with respect to the other
Member Jurisdictions only, any immunity that would otherwise be available
against such claims under the industrial insurance act provisions of Title 51
RCW. The provisions of this subsection shall survive and continue to be
applicable to Member Jurisdictions exercising the right of termination pursuant
to Section 9.
10. NO ASSUMPTION OF LIABILITY. In no event do the Member Jurisdictions
intend to assume any responsibility, risk or liability of any other Member
Jurisdiction or otherwise with regard to any Member Jurisdiction's duties or
any act, statute or regulation of any local municipality or government, the State of
Washington or the United States.
11. VOLUNTARY AGREEMENT. This is a voluntary agreement and it is
acknowledged and agreed that, in entering into this Agreement, no Member
Jurisdiction is committing to adopt or implement any actions or
recommendations that may be contained in the Strategic Action Plan and the
Capital Improvement Plan pursuant to this Agreement.
Third Amendment to Interlocal Agreement Page 24
12. NO PRECLUSION OF ACTIVITIES OR PROJECTS. Nothing herein shall
preclude any one or more of the Member Jurisdiction from choosing or
agreeing to fund or implement any work, activities or projects associated with any
of the purposes hereunder by separate agreement or action, provided that any
such decision or agreement shall not impose any funding, participation or other
obligation of any kind on any Member Jurisdiction that is not a party to such
decision or agreement.
13. NO THIRD PARTY RIGHTS. Nothing contained in this Agreement is intended to,
nor shall it be construed to, create any rights in any third party, including without
limitation NMFS, USFWS, any agency or department of the United States, or the
State of Washington, or to form the basis for any liability on the part of the Forum
or any of the Member Jurisdictions, or their officers, elected officials, agents
and employees, to any third party.
14. AMENDMENTS. This Agreement may be amended, altered or clarified only by
the unanimous consent of the Member Jurisdictions, represented by affirmative
action by their legislative bodies.
15. COUNTERPARTS. This Agreement may be executed in counterparts.
16. APPROVAL BY MEMBER JURISDICTION'S GOVERNING BODIES. The
governing body of each Member Jurisdiction must approve this Agreement
before any representative of such Member Jurisdiction may execute this
Agreement.
17. FILING OF AGREEMENT. This Agreement shall be posted on the web site of
each Member Jurisdiction in accordance with the provisions of RCW 39.34.040
and .200 and with the terms of Section 3 herein.
18. ATTORNEY FEES. In the event a Member Jurisdiction brings suit to enforce
this Agreement, or for breach of this Agreement, the prevailing Member
Jurisdiction shall be entitled to its costs, expenses, and attorney fees for
bringing or defending the action.
Third Amendment to Interlocal Agreement Page 25