Res-2019-158 Centerfuse - Laserfiche WebLink

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a) Notwithstanding the foregoing, the EBDA agrees to reimburse the City for other expenses, such as insurance premiums for the Airpon building and EBDA Board of Directors col'erage, advertisements, special printing costs, supplies, tax filings, postage, etc. b) EBDA agrees that lease revenue from the Ellensburg Business Incubator Building will be used for building financial capacity, including but not limited to the capital replacement fund required by Section 7 of the parties' lease agreement for the Ellensburg Business Incubator Building, and advancing economic developrnerit in the City. EBDA wiU report to the City annually by February 28 on how such funds were utilized in the preceding calendar year. SECTION 3: OTHER PROVISIONS 3.1. Conflicts or Interest. No officer, employee or agent of the City or the EBDA who exercises any functions or responsibilities in connection with planning or carrying out of this Agreement shall have any personal financial inte rest, direct or .indirect, in this Agreement. The EBDA and the City will t~e appropriate steps to assure compliance with this provision .. 3.2. Independent Authority. The EBDA is a separate public development authority established under the laws of the State of Washington.. Nothing in this Agreement is intended, or shall be deemed, to constitute a partnership or joint venture between the EBDA and the City. The EBDA shall act independently under the guidance and direction of its Board of Directors, pursuant to its Charter and Bylaws. 3.3. Hold Harmlels. The Parties to this Agreement shall defend, indemnify and save one another harmless fro,n any and all claims arising out of the perfonnance of this Agreement, except to the extent that the hann complained of arises from the sole negligence of one of the Parties. 3.4. Severabllity. In the event any provisions of this Agreement shall be determined to be unenforceable or otherwise invalid for any reason, such provisions shall be enforced and valid to the extent permitted by law. Al I provisions of this Agreement are severable and the unenforceability or invalidity of a single provision herein shall not affect the remaining provisions. 3.5. FHlng of Agreement. This Agreement shall be filed with the Kittitas County Auditor's Office or, alternatively, listed by subject on each or either Party's web site or other electronically retrievable public source pursuant to RCW 39.34.040. 3.6. Photocopies. A fully executed copy of this Agreement shall be treated the same as an original of this Agreement for all purposes. lnterlocal Agreement between City of Ellensburg nnd EBDA for Professional Services Page 3 of 4