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LT-2026-004 ELLENSBURG DOWNTOWN ASSOCIATION-PLACES <br /> <br />_______2026 County Lodging Tax Funding Agreement Page 5 <br /> <br /> <br /> <br />c. If Contractor defaults by failing to perform any of its obligations under this Agreement, or <br />becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or <br />makes an assignment for the benefit of creditors, the County may, by written notice to <br />Contractor, terminate the Agreement, and at the County's option, obtain performance of the <br />work elsewhere. If the Agreement is terminated under this paragraph, Contractor shall not <br />be entitled to receive any further payments under this Agreement until all of its obligations <br />hereunder have been fully performed, and any extra cost or damage to the County shall be <br />deducted from any money due or coming due to Contractor. Furthermore, in the event of <br />termination under this paragraph, Contractor shall bear the costs of any extra expenses <br />incurred by the County in completing the work, and all damages sustained, or which may be <br />sustained, by the County. <br /> <br />d. If the termination results from acts or omissions of Contractor, including but not limited to <br />misappropriation of funds provided hereunder, nonperformance of required services, and/or <br />fiscal mismanagement, Contractor shall return to the County immediately any funds, <br />misappropriated or unexpended, which have been paid to the Contractor by the County, <br />together with applicable interest calculated at the rate of twelve percent (12%) per annum. <br /> <br />e. Termination of this Agreement by any means provided herein shall not excuse any party’s <br />performance of its obligations hereunder through the effective date of termination, except <br />that the County shall not be obligated to pay for services that have not been performed or <br />deliverables that have not been provided. <br /> <br />Section 6. Miscellaneous. <br /> <br />a. Cities as a Party. The other constituent members of the Consolidated Lodging Tax Committee <br />(Cities of Roslyn, Cle Elum, and Ellensburg) are not direct parties to this Agreement but are <br />intended third-party beneficiaries of this Agreement and to the extent set forth herein certain <br />of its provisions are for the benefit of these Cities and are enforceable by these Cities in their <br />own names (collectively and/or individually) and in their capacities as Washington municipal <br />corporation(s). <br /> <br />b. Contractor Commitments, Warranties, and Representations: Contractor represents and <br />warrants as follows: <br />b.1. Contractor represents that it has been duly authorized by the County to enter into <br />this Agreement and to perform the obligations set forth herein. Contractor warrants that <br />it possesses all necessary legal authority to enter into and perform this Agreement. <br /> <br />b.2. Contractor has the authority to execute this Agreement, to make the <br />representations and warranties set forth herein, and to perform its obligations <br />hereunder. <br /> <br />b.3. This Agreement has been validly executed by an authorized representative of <br />Contractor and constitutes a valid and legally binding and enforceable obligation of <br />Contractor.