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Section 5. Compliance with Public Records Law.
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<br />a. In compliance with Washington’s public records law, the County will retain copies of any documents associated with this Agreement, which may be required by law unless legally exempt
<br />from such retention, for any applicable legally required retention period.
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<br />b. In the event a public records request is made to the County for documents created in relation to this Agreement, should legal uncertainty arise regarding the disclosability of any
<br />documents under federal or state public records laws, the County shall provide notice to Contractor pursuant to Washington’s public records act, chapter 42.56 RCW, to allow Contractor
<br />to seek a court injunction.
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<br />c. The County specifically shall not be liable to Contractor for the County’s release under public records laws of any documents not protected by trademark, copyright or other law.
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<br />Section 6. Industrial Insurance Waiver.
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<br />With respect to performance of this Agreement and as to any claims against the County, its Additional Insureds, officers, agents and employees, the Contractor expressly waives its immunity
<br />under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to Contractor’s employees and agrees that the obligations to indemnify, defend and hold harmless
<br />provided in this Agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement.
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<br />Section 7. Insurance and Endorsements.
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<br />a. The County may require through a request in writing that the Contractor provide the County with a certificate, binder, or policy of liability insurance, acceptable to the County in
<br />an amount specified by the County.
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<br />b. Such liability insurance shall be such as will protect Contractor, its employees, agents and representatives, from all claims, losses, harm, costs, liabilities, damages and expenses
<br />arising out of personal injury (including death) or property damage that may result from performance of the Services or this Agreement, whether such performance is by Contractor or any
<br />of its employees, agents or representatives.
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<br />c. Should the County require such liability insurance, the Contractor agrees to provide proof of insurance prior to commencing performance of this Agreement.
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<br />d. Copies of the County’s written request and the insurance documents provided by Contractor shall be attached to this Agreement and by this reference will be made part hereof.
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<br />e. Where insurance is requested by the County, all liability insurance policies shall be endorsed to include the County as an Additional Insured and shall stipulate that the insurance
<br />afforded by the policies shall be primary insurance, and that any insurance, self-insured retention, deductibles, or risk retention trusts maintained or participated in by the Parties
<br />shall be excess and not contributory to any other insurance maintained by the County. Contractor shall furnish the County a certificate of insurance with Endorsement as evidence that
<br />the required policies are in full force and effect.
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<br />Section 8. Termination.
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<br />The County may, by written notice thereof to Contractor, terminate this Agreement as to all or any portion of the Services not yet performed, whether or not Contractor is in breach or
<br />default. Upon receiving such notice of termination, Contractor shall, except as otherwise directed by the County, immediately stop performing the Services to the extent specified in
<br />the notice. In the event the County terminates the Contractor’s Services, the Contractor is obligated and hereby agrees to refund to the County all monies paid for Services not yet
<br />rendered by the Contractor, if any, as of the date of the notice of termination.
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<br />Section 9. Miscellaneous.
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<br />Contractor shall not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the County’s prior written consent.
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<br />This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior oral or written communications, proposals, conditions, promises, representations,
<br />or understandings regarding the Services. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written amendment to the Agreement
<br />signed by both parties.
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<br />Notice for any purpose under this Agreement, except service of process, shall be given by the Contractor to the Kittitas County Commissioners and the Kittitas County Auditor, 205 W.
<br />5th Ave. Ste. 108, Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the County to the Contractor shall be given to the Contractor’s address provided on the
<br />signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid, certified mail, return receipt requested.
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<br />The section and paragraph headings of this Agreement are for reference convenience only and are not intended to restrict, affect or be of any weight in interpreting or construing the
<br />provisions of such sections or paragraphs.
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<br />This Agreement may be executed in one or more counterparts and by facsimile, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
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<br />Contractor warrants to the County that the individual signing on Contractor’s behalf has the requisite power and authority to enter into and to perform Contractor’s obligations under
<br />this Agreement. Contractor further warrants to the County that Contractor has made no misrepresentation or misleading statement in connection with this Agreement, and is not in violation
<br />of any applicable law, ordinance, or regulation the consequence of which will or may materially affect Contractor’s ability to perform its obligations under this Agreement.
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<br />If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect the other terms, conditions
<br />or applications 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.
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<br />The exclusive venue for any action brought to enforce this Agreement or any of its terms shall be in Kittitas County, State of Washington.
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<br />The exclusive venue for any action brought to enforce this Agreement or any of its terms shall be in Kittitas County, State of Washington. The following provision is entered into effective
<br />upon adoption by the parties pursuant to section “9b”, as reflected by the signature of the authorized representative(s) of each party. The performance of this Agreement is subject to
<br />termination without liability by either party upon the occurrence, or upon the prediction by the National Oceanic and Atmospheric Administration, any other agency of the United States
<br />Government, or any agency of the Government of the State of Washington of the occurrence of any circumstance beyond the control of either party—including, without limitation, acts of
<br />God, war, acts of terrorism within a fifty (50) mile radius of Kittitas County, government regulations, disaster, pandemic/epidemic illness, strikes or threat of strikes (except that
<br />neither party may terminate this Agreement for situations involving that party’s own employees), civil disorder, or curtailment of transportation facilities—to the extent that such circumstance
<br />makes it illegal , impossible or economically impracticable for the parties to complete the duties and mutual obligations agreed upon and imposed upon them herein. The ability to terminate
<br />this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice from one party to the other within 10 days of such occurrence or upon delivery
<br />of written notice from one party to the other within 24 hours of the receipt of notice of the prediction of any of the above occurrences. To the extent feasible within the constraints
<br />imposed by any event of the type described above, the parties agree that if the triggering event is of apparently or likely transitory effect, the parties may negotiate such amendments
<br />to the agreement that are mutually satisfactory and not otherwise contrary to law, including but not limited to a change in the dates for completion of any portion or the entirety of
<br />this agreement.
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<br />KITTITAS COUNTY
<br />BOARD OF COUNTY COMMISSIONERS CONTRACTOR
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<br />____________________________________ ____________________________________
<br />Chair [Print Name]
<br />____________________________________ ____________________________________
<br />Vice Chair ____________________________________
<br />____________________________________ ____________________________________
<br />Commissioner [Address]
<br /> _____________________________________
<br /> [Telephone]
<br />ATTEST: _____________________________
<br /> ___________, Clerk of the Board
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<br />APPROVED AS TO FORM:
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<br />____________________________________
<br />Deputy Prosecuting Attorney
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<br />Amended LT-2020-009-KEEN-BIRD FEST- Amended EP
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<br />_______2020 County Lodging Tax Funding Agreement Page 2
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