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Snohomish County Interlocal Agreement for Park Project FundingINTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING This INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDD PARK OJECT FUNDING (this "Agreement"), is made and entered into thi -day of , 2013, 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 2007 Comprehensive Parks and Recreation Plan, 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. Pursuant to Ordinance No. 13-018 (the "Bond Ordinance") the County authorized the issuance and sale of its limited tax general obligation bonds (the "Bonds") to provide long-term financing for certain projects, which included "Parks Projects" located in the County; and D. The Bond Ordinance defines "Parks Projects" as those capital projects for the acquisition, development, construction, renovation, improvement, and/or maintenance of public outdoor recreation areas and facilities, public athletic facilities, neighborhood, community and regional parks, backcountry recreational areas, and/or recreational trails and facilities, which are identified by the County Council by motion (as an administrative act) that meet one or more of the following criteria: (i) The project will promote wellness and improve access to recreation; (ii) The project will provide public access to water for recreational enjoyment; (iii) The project will provide a positive impact on economic growth; (iv) The project meets a recognized community need and is supported in existing planning documents; and/or (v) Funding for the project will be matched by local community dollars or volunteer efforts; and E. By Motion 13-137 on April 17, 2013, the County Council approved a list of those Parks Projects to be financed with proceeds of the Bonds, which included a project providing matching funds up to the amount of Eighty Thousand and no/100 Dollars ($80.000.00) (the "Matching Funds") to the City for the Edmonds City Park project; and F. Pursuant to this Agreement and Chapter 39.34 RCW, the City wishes to accept the above -described matching funds from the County; and al/V - INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS q �0-/3 FOR PARK PROJECT FUNDING 1 of 9 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 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 matching funds to the City for ADA and playground renovations (the "Project") located at Edmonds City Park, 600 3rd Avenue South, Edmonds, WA (the "Park Property"). Site enhancements include a splash area. 2. Effective Date and Duration. This Agreement shall not take effect unless and until it has been duly executed by both parties and either fled with the County Auditor or posted on the County's Interlocal Agreements website. This Agreement shall remain in effect through April 24, 2016, unless earlier terminated pursuant to the provisions of Section 12 below, PROVIDED HOWEVER, that each parry's obligations after December 31, 2013, 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 City of Edmonds Recreation and Cultural Services 700 Main Street Edmonds, WA 98020 (425) 771-0230 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. INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 2 of 9 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 real property or easements are not needed to complete the Proj ect. 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 terins 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 August 31, 2015, 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 Countyas 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 Proj ect; 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 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, 2015, the City shall submit to the County an invoice requesting disbursement of the Matching Funds for the Project. The invoice shall provide line item detail for materials, labor and overhead and include any INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 3 of 9 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 a invoice properly submitted to the County pursuant to Section 5.1, the County shall remit to the City an amount not to exceed Eighty Thousand and no/100 Dollars ($80,000.00). 5.3 No Overpayments. In the event that the Project is completed for less than the combined total of the Matching Funds and the City's Financial Commitment, the County shall remit to the City an amount of Matching 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 Matching 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 Matching 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 which complies with generally accepted accounting principles and governmental accounting and financial reporting standards in accordance with Chapter 40.14 RCW. 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 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 perfonn 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 INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 4 of 9 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. 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, 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. INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 5 of 9 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 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 August 31, 2015, 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 Matching 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 INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 6 of 9 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. 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. 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. INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 7 of 9 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 parry'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 onds, a Washington of the State of Washington in i is al otpporation PETER B. CAMP Executive Director B " By y ( 00 amc.: Jahn ovick �l I� Name: David O. Earling ldi7! Title: Coyfity Executive Title: Mayor Approved as to Form: Approved as to Form: C�r ►4- 3 Deputy Prose ff, Attorney C` VAttorney COUNC USES ONLY Approved L r� Docfile [The remainder of this page is intentionally left blank.] INTERLOCAL AGREEMENT BETWEEN SNOHOMISH COUNTY AND THE CITY OF EDMONDS FOR PARK PROJECT FUNDING 9 of 9