Resolution_Interlocal_County_CWU_CityofEllensburg

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the City of Ellensburg, Kittitas County Board of County Commissioners, and Central Washington University. 5. NEGOTIATION OF PROPERTY VALUES AND PAYMENTS: The Parties have previously agreed that the value of the properties to be exchanged as set forth in Section 2, above, have been negotiated and include consideration of both tangible and intangible factors, including but not limited to, the appraised property values, the economic development potential, and the public benefit of increased housing stock. Therefore, no direct payments will be exchanged under the terms of this Agreement. Costs for each property transfer shall be equally shared by each party to the individual transaction necessary to complete legal transfer of title to the property. 6. TREATMENT OF ASSETS AND PROPERTY: All real property transactions will be cooperatively transferred pursuant to the general terms of this Agreement and as otherwise required by law. 7. INDEMNIFICATION: Each party agrees to be responsible and assume liability for its own wrongful and/or negligent acts or omissions or those of their officials, officers, agents, or employees to the fullest extent required by law. The parties do not assume responsibility to the any other party for the consequences of any act or omission of any person, firm or corporation not a party to this Agreement, and further agrees to save, indemnify, defend, and hold the other party harmless from any such liability. 8. TERMINATION: This Agreement may only be terminated by mutual written agreement of all parties executed in the same manner as this Agreement. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. 9. CHANGES, MODIFICATIONS, AMENDMENTS, AND WAIVERS: This Agreement may be changed, modified, amended, or waived only by written agreement executed by the parties hereto. Waiver or breach of any term or condition of this Agreement shall not be considered a waiver of any prior or subsequent breach. 10. SEVERABILITY: In the event any term or condition of this Agreement or application thereof to any person or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications of this Agreement which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreement are declared severable. 11. ENTIRE AGREEMENT: This Agreement contains all the terms and conditions agreed upon by the parties. All items incorporated herein by this reference are attached. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. 12. EXECUTION: Each party to this Agreement may bind itself with all other parties to this Agreement by signing a duplicate original of this Agreement and submitting such signed duplicate original for filing by the Kittitas County Auditor pursuant to Section thirteen (14). It is Interlocal Cooperation Agreement for Economic Development Real Property Exchanges - Page 3 of 6