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0 <br /> AGREEMENT TO FUND EVERETT STATION DISTRICT ALLIANCE ECONOMIC <br /> DEVELOPMENT ACTIVITIES <br /> This Agreement is between the City of Everett (the City), a municipal corporation under <br /> the laws of the State of Washington, and the Everett Station District Alliance (ESDA), a <br /> nonprofit corporation. <br /> WHEREAS, the City desires to engage ESDA to perform certain economic development <br /> services for the City of Everett; and <br /> WHEREAS, ESDA represents that it is fully qualified to perform the work to be <br /> performed hereunder in a competent and professional manner; <br /> NOW, THEREFORE, the parties herein do mutually agree as follows: <br /> 1. Scope of Services. The purpose of this Agreement is to promote economic <br /> development within the Everett Station District, depicted in Attachment A. ESDA shall <br /> perform the work and produce the deliverables described in Attachment B. ESDA shall <br /> consult with the City of Everett Planning Department to ensure that the work produced <br /> under this Agreement is consistent with the City's existing and proposed plans affecting <br /> this area. <br /> 2. Term. This Agreement shall become effective when signed by both parties and <br /> shall terminate on December 31, 2018, unless earlier terminated in accordance with <br /> section 9. <br /> 3. Independent Contractor. ESDA agrees that it will perform the work under this <br /> Agreement as an independent contractor and not as an agent, employee, or servant of <br /> the City. ESDA is not entitled to any benefits or rights enjoyed by employees of the City. <br /> ESDA specifically has the right to direct and control its own activities in completing the <br /> work outlined in Attachment B. <br /> 4. Compensation. Compensation for the work performed under this Agreement shall <br /> be $50,000. ESDA shall send the City an invoice for this amount with 20 days of the <br /> effective date of this Agreement. The City shall pay ESDA the full amount due within 20 <br /> days of receipt of the invoice. <br /> 5. City Review/Approval. Upon submittal of any report or other information required <br /> by the scope of services to be performed, the City may, following review by the City, <br /> accept such work or reject it, or request such modification or additions as it deems <br /> appropriate. <br /> 6. Indemnification. A. To the extent of ESDA's fault, breach of this Agreement, <br /> willful misconduct, or violation of law, ESDA will defend and indemnify the City from any <br /> and all Claims arising out of, in connection with, or incident to any acts, errors, <br /> omissions, or conduct by ESDA relating to, or arising out of its performance of, this <br /> Agreement. SESDA will defend and indemnify the City whether a Claim is asserted <br /> directly against the City, or whether a Claim is asserted indirectly against the City, e.g., <br /> 2 <br />