HomeMy WebLinkAbout2467 - Snohomish County - Agreement - Centennial Trail ConnectorINTERLOCAL AGREEMENT BETWEEN
THE CITY OF MARYSVILLE AND SNOHOMISH COUNTY FOR CONSTRUCTION
AND MAINTENANCE OF CENTENNIAL TRAIL CONNECTOR
This INTERLOCAL AGREEMENT (this "Agreement"), is made and entered into this
IS day of Vnq rCt) , 20 2), by and between SNOHOMISH COUNTY, a political
subdivision of the State of Washington (the "County"), and the City of Marysville, a municipal
corporation with corporate offices located at I 049 State A venue, Marysville, WA 98270 (The
"City"), pursuant to Chapter 39.34 RCW.
RECITALS
A. The County and City seek to collaborate to allow design, construction, and
maintenance of a new section of recreational trail to connect the City to the existing County-owned
Centennial Trail ("County Trail") and to allow the City access to construct and maintain that new
section of trail for efficiency purposes.
B. Further to this effort, a portion of the County Trail will be used to connect the
County Tra.il to the City-owned Bayview trail, located outside the City of Marysville. This portion
of the County Trail shall hereinafter be designated (the "Property") and is legally described in
Exhibit A (attached hereto and incorporated herein by this reference) and depicted on Exhibit B
(attached hereto and incorporated herein by this reference). Improvements to the Property will
include a paved connection to the existing asphalt County Trail utilizing a new asphalt trail surface.
The trails will be connected in a way that provides a smooth transition between the two trails at
the point of connection. The Property is 864 square feet, and lies entirely within the County Trail
corridor.
C. Pursuant to 39.34 RCW, the parties wish to allow the City to construct and maintain
the Property for the benefit of the public, while the County continues to maintain ownership of the
Property.
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 City agree as follows:
PROVIDED THAT SUCH AGREEMENT IS SUBJECT TO ALL ACQUISITION AND FUNDING
SOURCE GRANT REQUIREMENTS, in compliance with RCO Project Agreements 91-ISA and 92-
3620, administered by the Recreation and Conservation Office, and Conservation Futures funds
administered by Snohomish County pursuant to County Code. RCO Project Agreements 91-1 SA and 92-
362D are incorporated herein by this reference.
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 City
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regarding the construction and maintenance of the Property fo r publi c recreational use.
2. Effective Date and Duration.
This Agreement shall take effect once it has been duly executed by both parties and either
filed with the County Auditor or posted on the County's lnterlocal Agreements website (the
"Effective Date"). This Agreement shall remain in effect for five (5) years following the Effective
Date, unless earlier terminated pursuant to the provisions of Secti on 12 below, PROVIDED,
HOWEVER, that the term of this Agreement may be extended or renewed for up to three (3)
additional five (5) year terms, for a total of20 years, at the sole discretion of the County, by written
notice from the County to City.
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:
SNOHOMISH COUNTY
Kye Iri s
Park Property Admini strator
6705 Puget Park Drive
Snohomish, WA 98296
425-388-6623
City's Initial Administrator:
CITY OF MARYSVILLE
1049 STATE AVE
Kyle Woods, PE
425-344-1505
Either party may change its Administrator at any time by delivering written notice of such
party's new Administrator to the other party.
4. Enforcement. Nothing contained in this Agreement shall be considered to
diminish the governmental or police powers of the County . The Property is subject to Title 22 of
the Snohomish County Code and all other rules and regulation s adopted by the County. The
County may, at its sole cost and expense, enforce the Snohomish County Code, rules and
regulations within the Property, and monitor the Property for appropriate use.
5. Responsibilities of City.
5 .1 The City agrees to perform maintenance of the Property . Such maintenance work
shall include but not be limited to:
(a) Maintenance of the asphalt trail surface to provide a smooth, uniform surface for
pedestrian and bicycle traffic.
(b) Maintenance of the connection point of the Bayview Trail and the Centennial Trail with
a smooth coat of AR400W or similar in the area shown on Exhibit A.
( c) Maintaining the Property free of vegetation such as branches and trees.
INTERLOCAL AGREEMENT BETWEEN CITY AND SNOHOMISH COUNTY FOR CONSTRUCTION AND
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(d) Providing 48 hours' notice to the appropriate Snohomish County staff for any trail
maintenance activities that would impede pedestrian and bicycle traffic on the
Centennial Trail.
(e) Responding to any maintenance item requested by the County.
(t) Resolving drainage issues such as standing water on the trail surface.
6. Alterations and Improvements.
6.1 No Conversion or Non-Compliance with Grant Sources. City may not make
additions, changes, alterations, or improvements to the Property that are inconsistent with this
Agreement, conveyance deed(s), easements, third party agreements, or Grant contracts associated
with the Property. The Property shall continue to be used for the approved purpose for which it
was acquired and for no purpose in conflict therewith.
6.2 Consent by the Countv. City may not make alterations to the Property
("Alterations") without first obtaining the prior written consent of the County.
6.3 Alterations by City. All Alterations shall be performed: (a) at City's sole cost and
expense unless funding is obtained through a RCO or other grant or donation source; (b) in a good
safe environment and performed in a professional workmanlike manner, with all materials used
being of a quality at least as good as or better than existing condition t hose already in use on the
Property; (c) in accordance with plans and specifications approved by County and associated
grant/sponsor agencies; and (d) in compliance with all applicable laws, codes and regulations
including but not limited to those related to prevailing wages (see RCW 39.12), reta inage (see
RCW 60.28), bonding (see RCW 39.08), use of licensed contractors (see RCW 39.06), and
competitive bidding (see RCW 36.32 and RCW 35.21 .278), and all codes and regulations. The
County hereby expressly disclaims any responsibility or liability for same.
6.4 Disposition of Alterations at Termination. Upon the expiration or earlier
termination of this Agreement, all fixed Alterations shall remain in and be surrendered with the
Property as a part thereof, unless, with respect to any Alteration, the County specifies in its consent
to the construction of such Alteration that such Alteration must be removed prior to surrender, in
which case City shall, prior to surrender, remove the Alteration in question and repair any damage
to the Property caused by such removal.
6.5 Liens. City shall keep the Property free from any liens ar ising out of work
performed for, materials furnished to, or obligations incurred by, or on behalf of, City. Any
construction liens filed against the Property for work claimed to have been furnished to City will
be discharged by City, by bond or otherwise, within ten (10) days after the filing of the claim or
lien, at City's sole cost and expense. Should City fail to discharge any such construction lien, the
County may at its election pay that claim or post a bond or otherwise provide security to eliminate
the lien as a claim against title and the cost to the County shall be immediately due and payabl e by
City. City shall indemnify and hold the County harmless from and against any liability arising
from any such lien.
7. Independent Contractor.
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City will perform all work associated with the Property as an independent contractor and
not as an agent, employee, or servant of the County. City shall be solely responsible for control,
supervision, direction and discipline of its personnel, who shall be employees and agents of City
and not the County. The County shall only have the right to ensure performance.
8. Indemnification/Hold Harmless.
City shall hold harmless, indemnify, and defend the County, its officers, elected and
appointed officials, employees, and agents from and against all claims, losses, suits, 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, contractor, licensee, invitee and/or any other persons
who may be in, on, around or upon the Property with the express or implied consent of City or
arising out of or suffered, directly or indirectly, by reason of or in connection with the rights
granted to City with relation to the Property or the performance of this Agreement, or any act,
error, or omission of City, City's employees, agents, and subcontractors, whether by negligence or
otherwise. In the event of the concurrent negligence of the parties, the City's obligations hereunder
shall apply only to the percentage of fault attributable to City. It is specifically and expressly
understood that the indemnification provided in this Agreement constitutes City's waiver of
immunity under the state industrial insurance laws, Title 51 RCW, solely for the purpose of this
indemnification. City agrees that this waiver has been mutually negotiated. Nothing contained
herein is intended to limit either party's immunity under RCW 4.24.200 or RCW 4.24.210.
9. Condition of Property.
City acknowledges and agrees that it has had an adequate opportunity to inspect the
Property and is accepting the Property in its current condition, AS IS, WHERE IS, subject to all
faults and defects, known and unknown. City further represents and warrants to the County that
except for the County's express representations, warranties, covenants and obligations under this
Agreement and the exhibits hereto, City has not relied and will not rely on, and the County is not
liable for or bound by, any warranties, guaranties, statements, representations or information
pertaining to the Property and the Property Improvements.
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 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-
INTERLOCAL AGREEMENT BETWEEN CITY AND SNOHOMISH COUNTY FOR CONSTRUCTION AND
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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 pa11y'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.
12.1 180 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 one
hundred eighty (180) days advance written notice to the other party, PROVIDED, HOWEVER,
that the County may terminate this Agreement immediately if, in the Coun ty's sole discretion,
immediate termination is necessary to protect the public health, safety or welfare. A termination
notice given under this Section 12.1 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. ln the event that City commits a Default as described in
Section 11, the County may terminate this Agreement immediately by delivering written notice to
CITY.
12.4 Termination upon Change of Ownership. Upon a change of ownership of the
Property, this Agreement shall terminate imme diately. Upon a change of ownership comprising
"Property" for purposes of this Agreement, this Agreement shall terminate.
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 reso lve 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.
All notices required to be given by any pai1y to the other party under this Agreement shall
be in writing and shall be delivered either in person, by United States mail, o r by electronic mail
(email) to the applicable Administrator or the Administrator's designee. Notice delivered in person
INTERLOCAL AGREEMENT BETWEEN CITY AND SNOHOMISH COUNTY FOR CONSTRUCTION AND
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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. Nondiscrimination.
It is the policy of the County to reject discrimination which denies equal treatment to any
individual because of his or her race, creed, color, national origin, families with children, sex,
marital status, sexual orientation, age, honorably discharged veteran or military status, or the
presence of any sensory, mental, or physical disability or the use of a trained dog guide or service
animal by a person with a disability as provided in Washington's Law against Discrimination,
Chapter 49.60 RCW, and the Snohomish County Human Rights Ordinance, Chapter 2.460 SCC.
These laws protect against specific forms of discrimination in employment, credit transactions,
public accommodation, housing, county facilities and services, and county contracts.
City shall comply with the substantive requirements of Chapter 2.460 SCC, which are
incorporated herein by this reference. Execution of this Agreement constitutes a certification by
City of City's compliance with the requirements of Chapter 2.460 SCC. If CITY is found to have
violated this provision, or to have furnished false or misleading information in an investigation or
proceeding conducted pursuant to this Agreement or Chapter 2.460 SCC, this Agreement may be
subject to a declaration of default and termination at the County's discretion. This provision shall
not affect City's obligations under other federal, state, or local laws against discrimination.
16. Miscellaneous.
16.1 Entire Agreement; Amendment(s). 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.
16.2 Conflicts between Attachments and Text. Should any conflicts exist between any
attached exhibits or schedule and the text or main body of this Agreement, the text or main body
of this Agreement, or to any modifications or amendments to this Agreement shall prevail.
16.3 Governing Law and Venue. This Agreement shall be governed by and enforced
in accordance with the laws of the State of Washington. The venue ofany 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.
16.4 Interpretation. This Agreement and each of the terms and provisions of it are
INTERLOCAL AGREEMENT BETWEEN CITY AND SNOHOMISH COUNTY FOR CONSTRUCTION AND
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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.
16.5 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.
16.6 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 patty of any pa1ticular Default constitute a waiver of
any other Default or any similar future Default.
16.7 No Assignment. This Agreement shall not be assigned, either in whole or in part,
by City without the express written consent of the County, which may be granted or withheld at
the County'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.
16.8 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.
16.9 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.
16.10 No Separate Entity Necessary. The parties agree that no separate legal or
administrative entities are necessary to carry out this Agreement.
16.11 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.
l 6.12 No Third Party Beneficiaries. This Agreement and each and every provision
hereof is for the sole benefit of the Town and the County. No other persons or parties shall be
deemed to have any rights in, under or to this Agreement.
16.13 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
INTERLOCAL AGREEMENT BETWEEN CITY AND SNOHOMISH COUNTY FOR CONSTRUCTION AND
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Lacey Harper Digitally signed by Lacey Harper
Date: 2021.03.15 10:21:58
-07'00'
Exhibit A
Legal Description
A portion of Assessor's Parcel #30051300300900
A portion of the SW 114 of Section 13, Township 30N, Range 05 E W.M.
Further depicted on Exhibit B attached and incorporated herein by this reference
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