2025-02-24-minutes-ec-study-session

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EXHIBIT 1 3. TERM OF AGREEMENT: The term of this Agreement shall be from the date of signing by all parties, and shall continue until terminated as set forth in this Agreement. 4. EXPENSES AND MANNER OF FINANCING: Unless specified elsewhere in this Agreement, the Parties agree costs and expenses incurred in good faith under this Agreement will be split into equal shares, with each Party responsible to pay for its share. The Parties specifically agree to equally split the costs of any emergency repairs or cleanup of the hill performed in good faith. 5. ADMHQSTRAT ION: No new or separate legal or administrative entity is created to administer the provisions of this Agreement. This Agreement shall be administered jointly by the City and the County. The following individuals are designated as representatives of the respective Parties. The representatives shall be responsible for administration of this Agreement and for coordinating and monitoring performance under this Agreement. In the event such representatives are changed, the Party making the change shall notify the other Party. 5.1 The County's representative shall be the Kittitas County Commissioner whose district encompasses the hill (currently the District 3 Commissioner), or designee. 5.2 The City's representative shall be the City Manager, or designee. 6. TREATMENT OF ASSETS AND PROPERTY: No fixed assets or personal or real property will be jointly or cooperatively acquired, held, used, or disposed of pursuant to this Agreement. 7. INDEMNIFICATION: To the extent of its comparative liability, each Party agrees to indemnify, defend and hold the other Parry, its elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal injury, for any bodily injury, sickness, disease or death and for any damage to or destruction of any property (including the loss of use resulting therefrom) which are alleged or proven to be caused by an act or omission, negligent or otherwise, of its elected and appointed officials, employees, agents or volunteers. A Party shall not be required to indemnify, defend, or hold the other Parry harmless if the claim, damage, loss or expense for personal injury, for any bodily injury, sickness, disease or death or for any damage to or destruction of any property (including the loss of use resulting therefrom) is caused by the sole act or omission of the other Party. In the event of any concurrent act or omission of the Parties, negligent or otherwise, these indemnity provisions shall be valid and enforceable only to the extent of each Parry's comparative liability. The Parties agree to maintain a consolidated defense to claims made against them and to reserve all indemnity claims against each other until after liability to the claimant and damages, if any, are adjudicated. If any claim is resolved by voluntary settlement and the Parties cannot agree upon apportionment of damages and defense costs, both parties shall pay the voluntary settlement and all related expenses on an equal share bases, after which either Parry may submit apportionment to arbitration, which shall be binding on both Parties. The indemnification obligations of the Parties shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act. Each Party hereby expressly waives any immunity afforded by such acts to the extent required by a Party's obligations to indemnify, defend and hold harmless the other Parry or Parties. A Party's waiver of immunity does not extend to claims made by its employees directly against the Party as employer. The foregoing indemnification obligations of the Parties are a material inducement to enter into this Agreement and have been mutually negotiated. INTE ocAL COOPEIZ�T R r AGREENIENT CITY" OF ELLENSBL�RG AND KITTrrAS COL�NTFY" Page 3 of 6