Mountlake Terrace Interlocal Agreement for Ballinger Park ImprovementsDocuSign Envelope ID: FBCA2063-5CD1-47CB-BOC4-51A9C8427D24
INTERLOCAL AGREEMENT
BETWEEN THE CITY OF MOUNTLAKE TERRACE AND THE CITY OF EDMONDS
FOR BALLINGER PARK IMPROVEMENTS
This Interlocal Agreement ("Agreement") is made and entered into this 2nd day of October
2023, by and between the CITY OF MOUNTLAKE TERRACE, a municipal corporation of the State
of Washington ("Mountlake Terrace"), and the CITY OF EDMONDS, a municipal corporation of the
State of Washington ("Edmonds") pursuant to Chapter 39.34 RCW.
WHEREAS, the Parties share an interest in community parks and recreation opportunities; and
WHEREAS, Ballinger Park lies within the City of Mountlake Terrace which abuts the City of
Edmonds; and
WHEREAS, residents of Mountlake Terrace and Edmonds use and enjoy Ballinger Park; and
WHEREAS, Mountlake Terrace desires to construct improvements on the west side of Ballinger
Park including a viewing platform, trails, and an improved Interurban Trail entry ("the Project"); and
WHEREAS, Edmonds desires to support improvements to Ballinger Park for more convenient
access at the park's west perimeter and increased access to and on Lake Ballinger by Edmonds residents
by providing funding in support of Project construction activities;
NOW, THEREFORE, the parties hereto, in consideration of the promises and mutual covenants
set forth herein, agree as follows:
1. PURPOSE. The purpose of this Agreement is to define the responsibilities of the parties as they
relate to Mountlake Terrace's Project improving Ballinger Park and Edmonds' financial
contribution thereto. Each party's obligations hereunder are contingent upon local legislative
appropriation of necessary funds for this specific purpose in accordance with applicable law.
2. DURATION. This Agreement shall terminate on December 31, 2025 unless extended in writing
by the parties. A party may terminate this Agreement with 90 days prior written notice to the
other parry.
3. EDMONDS' DUTIES.
3.1. Edmonds shall pay City of Mountlake Terrace Two Hundred Thousand Dollars
($200,000) in a lump sum through an invoice after the Project has reached substantial
completion to assist with the costs of Project construction. Edmonds shall not incur any
additional obligation or liability with regard to the Project or Ballinger Park.
4. MOUNTLAKE TERRACE'S DUTIES.
4.1. Mountlake Terrace shall assume all responsibility for design and construction of the
Project, to include design of the viewing platform, various trail surfaces and an improved
Interurban Trail entry point in 2023 and 2024, and shall construct the Project no later than
the end of 2025 in accordance with regulatory agency requirements in compliance with
applicable law.
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4.2 Mountlake Terrace agrees to maintain books, records, and documents which sufficiently
and properly reflect all direct and indirect costs and expenses allowable under this
Agreement related to the Project and maintain such accounting procedures and practices
as may be deemed necessary by law and State guidelines. These records shall be subject,
at all reasonable times, to inspection, review or audit by Edmonds, its authorized
representative, the State Auditor, or other governmental officials authorized by law to
monitor this Agreement.
MODIFICATION. This Agreement may be modified or amended only by written amendment
signed by each of the parties.
6. NON -DELEGATION / NO ASSIGNMENT. Neither party may delegate the performance of any
contractual obligation hereunder to a third party, unless mutually agreed upon in writing. Neither
party may assign this Agreement without the written consent of the other party.
7. HOLD HARMLESS. Each party shall be liable and responsible for the consequences of any
negligence or wrongful act or failure to act on the part of itself and its employees. Neither party
assumes responsibility for the other party for the consequences of any act or omission of the other
party or of any person, firm, or corporation not a party to this Agreement.
Mountlake Terrace shall defend, indemnify and hold Edmonds, its officers, officials, employees
and volunteers harmless from claims, injuries, damages, losses or suits including attorney fees,
arising out of, in connection with, or incident to any negligent or intentional acts, errors or
omissions, or conduct arising out of the construction of the Project, whether such claims sound in
contract, tort, or other legal theory, except for injuries and damages caused by the sole negligence
of Edmonds.
INSURANCE. Each party shall maintain its own insurance and/or self-insurance for its liabilities
from damage to property and /or injuries to persons arising out of its activities associated with
this Agreement as it deems reasonably appropriate and prudent. The maintenance of, or lack
thereof of insurance and/or self-insurance shall not limit the liability of the indemnifying party to
the indemnified party. Each party shall provide the other with a certificate of insurance or letter of
self-insurance as the case may be upon request.
Nothing contained herein shall modify Mountlake Terrace's sole ownership of and responsibility
for Ballinger Park; Mountlake Terrace shall continue to insure Ballinger Park and shall insure the
Project as necessary.
9. NO JOINT VENTURE / NO SEPARATE ENTITY/ OWNERSHIP OF PROPERTY. 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. The parties agree that no separate legal
entity is necessary to carry out this Agreement. Any real or personal property owned by
Mountlake Terrace will remain the property of Mountlake Terrace. Any real or personal property
used or acquired by either party in connection with the performance of this Agreement shall
remain the sole property of such party and the other party shall have no interest therein.
10. NO THIRD -PARTY RIGHTS. Except as expressly provided herein, nothing in this Agreement
shall be construed to permit anyone other than the parties hereto and their successors and assigns
to rely upon the covenants and agreements herein contained nor to give any such third party a
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cause of action (as a third -party beneficiary or otherwise) on account of any nonperformance
hereunder.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the
parties with respect to the subject matter of this Agreement and supersedes all other agreements,
whether written or oral, between the parties.
12. EFFECTIVE DATE. This Agreement shall become effective when all parties have signed it and
it has been filed as set forth in Section 13, below. The date of this Agreement shall be the date
this Agreement is signed by the last party to sign it (as indicated by the date associated with that
parry's signature).
13. FILING. Executed copies of this Agreement shall be filed as required by Section 39.34.040 of
the Revised Code of Washington prior to this Agreement becoming effective or, alternatively,
posted on the website of each party.
14. 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:
Mountlake Terrace's Initial Administrator: Edmonds' Initial Administrator:
Jeff Betz, Recreation and Parks Director
Recreation and Parks Department
5303 2281h St. SW
Mountlake Terrace, Washington 98270
425-640-3101
jbetz@mltwa.gov
Angie Feser, Parks, Recreation &
Human Services Department
700 Main Street
Edmonds, Washington 98020
(425) 771-0256
angie.feser@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.
15. NOTICES. All notices required to be given by a 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 14 of
this Agreement. Notice delivered by email shall be deemed given as of the date and time received
by the recipient.
16. 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.
17. 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.
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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.
18. 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.
19. WARRANTY OF AUTHORITY. Each of the signatories hereto warrants and represents that they
are competent and authorized to enter into this Agreement on behalf of the parry for whom they
purport to sign this Agreement.
20. 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.
DATED THIS 2nd of October
CITY OF EDMONDS
Mike Nelson, Mayor
ATTEST/AUTHENTICATED
Scott Passey, City Clerk
APPROVED AS TO FORM
Office of the City Attorney
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2023.
CITY OF MOUNTLAKE TERRACE
V N t,Jn.
Jeff Niten, City Manager
ATTEST
Jennifer Joki, City Clerk
APPROVED AS TO FORM
Hillary J. Evans, City Attorney