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IV. COMPENSATION AND EXPENSES <br />The City will compensate EBDA under this Agreement as follows: <br />A. The City, consistent with the general laws of the State of Washington, and applicable <br />grant requirements, shall contribute significant resources to the Ellensburg Business Incubator in the <br />fonn ofleasing real property to EBDA and other funds necessary to continue the goals and operations <br />associated with the incubator building and project. <br />B. The City shall allow EBDA to retain lease payments and service fees collected from <br />tenants of the Ellensburg Business Incubator as part of the EBDA operational funds. <br />C. The City shall schedule and conduct structural maintenance, meet insurance requirements <br />and satisfy other requirements consistent with ownership of the incubator building and as lease bolder. <br />D. In consideration for the services to be provided by the RBDA as stated in this agreement: <br />1. The City shaH pro vide fimding in the amount of$70,OOf) annually to EBDA for economic <br />devcl(lpment services; and <br />2. The EBDA shall bill the City quarterly for its services. <br />V. DURATION AND TERMINATION <br />A. Durati on . This agreement shall remain in full force and effect until its termination on <br />December 31, 2016, unless either party effects earlier termination as provided in Section B. <br />B. Tcmlination . <br />1. Either party may terminate this Agreement by providing thirty (30) days written notice to <br />its intent to tenninate the Agreement. <br />2. Written notice oftennination shall include the date upon which the termination is to be <br />effective. <br />3. Upon tennination, EBDA shall be entitled to payment for all costs incurred up to and as a <br />result of the termination of this agreement. Upon tennination, the City shall be liable for paying the pro- <br />rata amount owed to EBDA for services rendered through the effective termination date. lfthe City has <br />already paid the EBDA an amount greater than its pro-rata share for the year, it shall invoice EBDA for <br />the overpayment, which shall be repaid to the City within thirty (30) days. <br />VI. OTHER PROVISIONS <br />A. Co nflic ts oflnterest . No officer, employee or agent of the City or the EBDA who <br />exercises any functions or responsibilities in connection with planning or carrying out of this Agreement <br />shall have any personal financial interest, direct or indirect, in this Agreement; the EBDA and the City <br />will take appropriate steps to assure compliance. <br />B. lndepend ent Authority. The Ellensburg Business Development Authority is a separate <br />non-profit municipal corporation established under the laws of the State of Washington. Nothing in this <br />agreement is intended, or shall be deemed, to constitute a partnership or joint venture between the <br />EBDA and the City. The EBDA shall act independently under the guidance and direction of its Board <br />of Directors and Executive Director, pursuant to its Altic1es of Incorporation, Charter and Bylaws. <br />C. Maintenance and Inspection of Records . The EBDA shall maintain books, records and <br />documents, which sufficiently and properly reflect all work related to the perfOlmance ofthe <br />2016 City/EBDA Iuterlocal Agreement for Professional Services - 3