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HomeMy WebLinkAboutInterlocal Agreement EBDA and Kittitas CountyCenterFuse Interlocal Agreement 1 INTERLOCAL AGREEMENT BETWEEN ELLENSBURG BUSINESS DEVELOPMENT AUTHORITY dba CENTERFUSE AND KITTITAS COUNTY FOR ECONOMIC DEVELOPMENT SERVICES This Interlocal Agreement is made and entered into on the first day of June, 2021, by and between the Ellensburg Business Development Authority dba CenterFuse (hereinafter "CenterFuse"), and Kittitas County (hereinafter the "County"), collectively the "parties." RECITALS WHEREAS, CenterFuse is a public development authority created by the City under Chapter 35.21 RCW and Ellensburg Ordinance No. 3895, as amended, and operates under its adopted Charter and Bylaws; and WHEREAS, CenterFuse and the County desire to promote broadband infrastructure development and secure funding in support of said development; and WHEREAS, RCW 39.34.080 and other Washington law, as amended, authorizes any city to contract with any other city/county to perform any governmental service, activity or undertaking which each contracting city/county is authorized by law to perform; and WHEREAS, the governing bodies of each of the parties hereto have determined to enter into this Agreement as authorized and provided for by RCW 39.34.080 and other Washington law, as amended. AGREEMENT NOW, THEREFORE, it is hereby agreed as follows: 1. Services. CenterFuse shall provide assistance to the County in preparation of the County’s grant application under the Community Economic Revitalization Board’s Planning Program as more fully described in the Scope of Work attached hereto as Exhibit “A” and incorporated herein by this reference (“Scope of Work”) as well as establishing the related obligations of the Parties. CenterFuse shall provide the County with the services described in the Scope of Work (the “Services”). The County shall cooperate with and provide such information as may be necessary to aid Centerfuse’s performance of the Services. 2. Compensation. Grant application research, qualification and writing services will be charged at $85.00 per hour, not to exceed 20 hours. 3. Payment. CenterFuse shall bill the County monthly, as needed. The County shall pay to CenterFuse within 30 days of receipt of invoice. 4. Maintenance of records. CenterFuse shall keep records related to broadband infrastructure grant development work and provide same to the County. CenterFuse Interlocal Agreement 2 5. Indemnification. (a) CenterFuse shall indemnify and hold harmless the County and its officers, agents, and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses and damages of any nature whatsoever, by reason of or arising out of any act or omission of CenterFuse, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against the County, CenterFuse shall defend the same at its sole cost and expense; provided that the County retains the right to participate in said suit if any principle of government or public law is involved; and if final judgment be rendered against the County, and its officers, agents, and employees, or any of them, or jointly against the County and CenterFuse and its respective officers, agents, employees, or any of them, CenterFuse shall satisfy the same. (b) The County shall indemnify and hold harmless CenterFuse and its officers, agents, and employees, or any of them, from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by reason of or arising out of any act or omission of the County, its officers, agents, and employees, or any of them, in performing economic development services. In the event that suit based upon such a claim, action, loss or damage is brought against CenterFuse , the County shall defend the same at its sole cost and expense; provided that CenterFuse retains the right to participate in said suit if any principle of governmental or public law is involved; and if final judgment be rendered against CenterFuse, and its officers, agents, and employees, or any of them , or jointly against CenterFuse and the County and its respective officers, agents, and employees , or any of them , the County shall satisfy the same. 6. Duration. The term of this Agreement shall be for two (2) months, from June 1, 2021 and ending on the July 31, 2021. The amount of compensation set forth in section 2 herein and all actions taken in pursuance thereof, are hereby ratified and confirmed., 7. Termination. This Agreement shall remain in full force and effect until terminated by agreement of the parties, or by written notice of termination given by one party to the other party at least ten (10) days prior to the date of termination. 8. Assignment. This Agreement cannot be assigned, transferred or any portion subcontracted by either party hereto without the prior written consent of the other party. Future Support. Neither party to this Agreement makes any commitment to future support and assumes no obligation for future support of any activity contracted for herein, except as may be expressly set forth in this Agreement. 9. Compliance with Laws. Each party hereto, in its performance of this Agreement, agrees to comply with all applicable local, State and Federal laws and ordinances. 10. Relationship of the Parties. (a) No agent, employee or representative of CenterFuse shall be deemed to be an agent, employee or representative of the County for any purpose, and the employees of CenterFuse are not entitled to any of the benefits the County provides to County employees. No agent, employee or representative of the County shall be deemed to be an agent, employee or representative of CenterFuse for any purpose, and the employees of the County are not entitled to any of the benefits CenterFuse provides to CenterFuse employees. (b) In the performance of the work herein contemplated, the party performing the work is an independent contractor with the authority to control and direct the performance of the details CenterFuse Interlocal Agreement 3 of the work; however, the work contemplated herein shall be subject to the general rights of inspection and review of the party requesting the work be done, to secure the satisfactory completion thereof. 11. Party Representatives and Notices. The representative for each Party shall be responsible for and shall be the contact person for all communications relating to the performance of this Agreement. All notices, requests, demands and other communications given by one Party to the other Party in connection with this Agreement will be in writing and will be deemed to have been duly given (a) on the date of successful transmission of the entire notice in the case of e-mail transmission; (b) when delivered personally or delivered by a recognized courier service that provides a receipt of delivery; or (c) three (3) days after being deposited as certified or registered mail, postage prepaid, into the United States mail, to the Party representative at the addresses or email addresses identified below CenterFuse’s representative under this Agreement shall be: Margaret Reich 100 West Third Avenue, #2 Ellensburg, WA 98926 Telephone: (509) 955-3880 Email: director@ellensburgcenterfuse.com The County’s representative under this Agreement shall be: Brett Wachsmith 205 West 5th Avenue, Suite 108 Ellensburg, WA 98926 Telephone: (509) 962-7508 Email: cory.wright@co.kittitas.wa.us 12. Jurisdiction. Any legal dispute between the parties to this Agreement shall be governed by the laws of the State of Washington, and any action to enforce this Agreement shall be brought in Kittitas County, Washington. 13. Modification. The provisions of this Agreement may be modified or amended only by written mutual consent of the parties. 14. Waiver. A failure by either party to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any other rights under this Agreement unless stated to be such in a writing signed by an authorized representative of the party and attached to the original Agreement. 15. Severability. If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. CenterFuse Interlocal Agreement 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. CENTERFUSE KITTITAS COUNTY _____________________________ _____________________________ Margaret Reich By: Brett Wachsmith Executive Director Its: Chair, Board of Commissioners CenterFuse Interlocal Agreement 5 EXHIBIT “A” SCOPE OF WORK 1. The County hereby agrees to engage CenterFuse to provide the County with grant writing and project management services for the completion of the COMMUNITY ECONOMIC REVITILIZATION BOARD (CERB) BROADBAND FEASIBILITY Grant on or before the due date of June 1, 2021. 2. For the Services provided by the CenterFuse under this Agreement, the County will pay to CenterFuse the sum of eight five (85) dollars per hour, with a maximum figure of twenty (20) hours allocated for this service.