|
LT-2026-015 CLE ELUM ROUNDUP ASSOCIATION
<br />
<br />_______2026 County Lodging Tax Funding Agreement Page 7
<br />
<br />
<br />d. Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or
<br />other materials prepared by Contractor and/or its consultants or subcontractors, in
<br />connection with the performance of this Agreement, shall be the sole and absolute property
<br />of the County. The County will have all rights of ownership therein, including but not limited
<br />to the right to use, copyright, trademark, and/or patent, and the ability to transfer any or all
<br />ownership rights.
<br />
<br />e. Complete Agreement: This Agreement constitutes the entire agreement between the parties
<br />and supersedes any and all other agreements, understandings, negotiations and discussions,
<br />oral or written, express or implied, regarding the work to be performed hereunder. The
<br />parties agree that no other representations, inducements, promises, agreements, or
<br />warranties relating to this Agreement, oral or otherwise, have been made between the
<br />parties. Except as provided elsewhere in this Agreement, no modification or waiver of this
<br />Agreement shall be valid or binding unless in writing and signed by the parties.
<br />
<br />f. Notice: Notice for any purpose under this Agreement, except service of process, shall be
<br />given by the Contractor to the Kittitas County Commissioners and the Kittitas County Auditor,
<br />205 W 5th Ave. Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the
<br />County to the Contractor shall be given to the Contractor’s address provided on the signature
<br />page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage
<br />prepaid, certified mail, return receipt requested.
<br />
<br />g. Headings: The headings of sections and paragraphs of this Agreement are for convenience of
<br />reference only and are not intended to restrict, affect, or be of any weight in the
<br />interpretation or construction of the provisions of such sections or paragraphs.
<br />
<br />h. Severability: If any term or condition of this Agreement or the application thereof to any
<br />person(s) or circumstances is held invalid, such invalidity shall not affect other terms,
<br />conditions or applications which can be given effect without the invalid term, condition or
<br />application. To this end, the terms and conditions of this Agreement are declared to be
<br />severable..
<br />
<br />i. Venue and Choice of Laws: In the event that any litigation should arise concerning this
<br />Agreement, the venue for such action shall be in the Superior Court of the State of
<br />Washington in and for the County of Kittitas. This Agreement shall be governed by the laws
<br />of the State of Washington.
<br />
<br />j. Force Majeure; Termination without Liability. The performance of this Agreement is subject
<br />to termination without liability by either party upon the occurrence, or upon the prediction
<br />by the National Oceanic and Atmospheric Administration, any other agency of the United
<br />States Government, or any agency of the Government of the State of Washington of the
<br />occurrence of any circumstance beyond the control of either party—including, without
<br />limitation, acts of God, war, acts of terrorism within a fifty (50) mile radius of Kittitas County,
<br />government regulations, disaster, pandemic/epidemic illness, strikes or threat of strikes
<br />(except that neither party may terminate this Agreement for situations involving that party’s
<br /> own employees), civil disorder, or curtailment of transportation facilities—to the extent that
<br /> such circumstance makes it illegal , impossible or economically impracticable for the parties
|