LT2026-009 ELLENSBURG DOWNTOWN ASSOCIATION FINAL-1

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LT-2026-009 ELLENSBURG DOWNTOWN ASSOCIATION _______2026 County Lodging Tax Funding Agreement Page 5 Section 5. Termination. a. This Agreement may be terminated at any time by mutual written agreement of the parties. b. The County, by giving written notice, may terminate this Agreement at any time without cause and without further obligation to Contractor except for payment due for deliverables provided and/or services performed prior to the effective date of termination. An equitable adjustment in the contracted price for partially completed tasks will be made by the County, but such adjustment shall not include compensation for loss of anticipated profit on uncompleted work. c. If Contractor defaults by failing to perform any of its obligations under this Agreement, or becomes insolvent, is declared bankrupt or commits any act of bankruptcy or insolvency, or makes an assignment for the benefit of creditors, the County may, by written notice to Contractor, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated under this paragraph, Contractor shall not be entitled to receive any further payments under this Agreement until all of its obligations hereunder have been fully performed, and any extra cost or damage to the County shall be deducted from any money due or coming due to Contractor. Furthermore, in the event of termination under this paragraph, Contractor shall bear the costs of any extra expenses incurred by the County in completing the work, and all damages sustained, or which may be sustained, by the County. d. If the termination results from acts or omissions of Contractor, including but not limited to misappropriation of funds provided hereunder, nonperformance of required services, and/or fiscal mismanagement, Contractor shall return to the County immediately any funds, misappropriated or unexpended, which have been paid to the Contractor by the County, together with applicable interest calculated at the rate of twelve percent (12%) per annum. e. Termination of this Agreement by any means provided herein shall not excuse any party’s performance of its obligations hereunder through the effective date of termination, except that the County shall not be obligated to pay for services that have not been performed or deliverables that have not been provided. Section 6. Miscellaneous. a. Cities as a Party. The other constituent members of the Consolidated Lodging Tax Committee (Cities of Roslyn, Cle Elum, and Ellensburg) are not direct parties to this Agreement but are intended third-party beneficiaries of this Agreement and to the extent set forth herein certain of its provisions are for the benefit of these Cities and are enforceable by these Cities in their own names (collectively and/or individually) and in their capacities as Washington municipal corporation(s).