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2026 LODGING TAX SERVICES AGREEMENTBETWEEN KITTITAS COUNTY ANDWEBB EVENTS LLCThis Contract, effectiveJanuary 1, 2026,is made and entered intoby and between KITTITAS COUNTY acting as agent for and on behalf of the CONSOLIDATED LODGING TAX COMMITTEE(“County”), andWEBB EVENTS LLC(“Contractor”) forWEBB EVENTS-MOTORCROSS EVENTS(“Event”).
<br />WHEREAS, the purpose of this Agreement is to provide for activities and expenditures designed to increase tourism, and;WHEREAS, the constituent members of the Consolidated Lodging Tax Committee are Kittitas County, City of Roslyn, City of Cle Elum, and the City of Ellensburg (the cities are individually and collectively referred to in this Agreement as “City”);
<br />NOW THEREFORE, in consideration of the terms and conditions contained herein, or attached and incorporated and made a part hereof, the County and the Contractor mutually agree as follows:
<br />Section 1. Scope of Work.Contractor shall provide the services and resourcesdescribed in its Application for Lodging Tax Funds submitted to the Lodging Tax Advisory Committee, attached asExhibit “A” which is incorporated herein by reference.To perform the services described in Paragraph (a) above and in accordance with this Agreement, Contractor shall furnish necessary equipment, property, personnel, labor, supervision, and all necessary technical, professional, and other services. All such services, property, and other items furnished or required to be furnished, together with all other obligations performed or required to be performed by Contractor under this Agreement, are collectively referred to herein as the “Services.”Contractor shall commence, perform and complete such Services in accordance with Exhibit “B” which is attached hereto and incorporated herein by this reference.
<br />Section 2. Compensation.a.Pursuant to the grant award for year 2026, the maximum compensation allowed under this Agreement is $50,500.b. Compensation under this Agreement shall be provided on a reimbursement basis upon submission of a proper reimbursement request accompanied by the required supporting documentation for the applicable expenses (including, without limitation, receipts and invoices).c. Reimbursable expenses must be incurred between January 1, 2026, and December 31, 2026. All reimbursement requests must be submitted no later than January 11, 2027, at 5:00 p.m.d. Requests for reimbursements must be submitted to:
<br />Kittitas County AuditorAttn: Auditor’s Accounting205 West 5th Ave – Suite 105Ellensburg, WA 98926auditorsaccounting@co.kittitas.wa.use.Reporting requirements of your events will be required on prescribed forms from the County Auditor.f.Contractor is eligible to claim reimbursement only for the following items and in the amounts specified below:
<br />Event Supplies ie: direction signage, propane, etc
<br />Digital/Streaming Media Marketing
<br />Social Media including development, ad production
<br />Announcer Fee
<br />Live Timing-Race Analytics system
<br />Print Marketing
<br />Radio Advertising/Production
<br />Videography/Photography Services
<br />Emergency Standby Services
<br />Speakers/AV Rentals
<br />DJ/Music Services
<br />Equipment Rental ie: snow removal, snow grooming, dirt removal
<br />Arena Rental
<br />Daniel Beard Rodeo – Stock Fee
<br />Extreme Sports Insuranceg. For event-related expenses, Contractors shall submit all reimbursement requests, together with the required supporting documentation, in no more than two (2) reimbursement requests submitted at the conclusion of the applicable event.Contractor is not eligible to claim reimbursement for any items not listed in Section 2 (f).h. Contractors must complete the Lodging Tax Reimbursement online training course provided by the County Auditor’s office prior to submittinga reimbursementrequest. Requests for reimbursement will not be accepted or approved by the County Auditor prior to the training being completed. The training may be found online at the Kittitas County Auditor’s website at the following address: http://www.co.kittitas.wa.us/auditor/default.aspxhttp://www.co.kittitas.wa.us/auditor/default.aspxhttp://www.co.kittitas.wa.us/auditor/default.aspxi. Lodging Tax funds provided under this Agreement shall be used solely for the activities, operations, and expenditures expressly authorized herein. If the Contractor: (i) fails to expend the Lodging Tax funds in accordance with this Agreement, and/or (ii) uses such funds for any unauthorized purpose, then any funds received and not properly expended or accounted for shall, without prejudice to any other available remedy or penalty, be repaid to the County together with interest at the rate of twelve percent (12%) per annum.
<br />Section 3. General Terms and Conditions.Assignment and Subcontracting: This Agreement may not be assigned or subcontracted in whole or in part without the express prior written approval of the County. Any such assignment or subcontracting without the County’sprior written consent shall be voidable at the County’s option.Independent Contractor:Contractor’s services shall be furnished by Contractor as an independent contractor, and nothing stated hereinshall be construed to create a relationship of employer-employee or a guarantee of future employment. Contractor acknowledges that its entire compensation under this Agreement is specified in Attachment "B", and that Contractor is not entitled to any Countybenefits, including but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Countyemployees.Nondiscrimination:Contractor will not discriminate against any recipient of any services or benefits provided for under this Agreement on the grounds of age, race, creed, color, national origin, citizenship or immigration status, sex, sexual orientation, marital status, honorably discharged veteran or military status, or the presence of any sensory, mental or physical disability or the use of a trained dog guide or service animal by a person with a disability. Right to Review; Maintenance of Records: This Agreement is subject to review by any Federal or State auditor. The County or their designee shall have the right to review and monitor the financial and service components of the work performed under this Agreement by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, without limitation, on-site inspection, inspection of all records or other materials which the County deems pertinent, and any and all communications with or evaluation by service recipients under this Agreement. Contractor shall preserve and maintain all records relating to this Agreement for six (6) years after termination or expiration of the Agreement, and upon request shall make them available for review by any Federal or State auditor, the Countyand/or any persons authorized by the County.
<br />For such duration after the County makes final payment of compensation due hereunder, Contractor shall provide the County access to (and the County shall have the right to examine, audit and copy, with or without notice) all of Contractor’s books, documents, papers and records related to the Services or this Agreement.Taxes:Contractor understands and acknowledges that neither the Countywill not withhold Federal or State income taxes from payments made to Contractor. Where required by State or Federal law, Contractor authorizes the Countyto make withholding for any taxes other than income taxes (e.g., Medicare). All compensation received by Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with applicable IRS regulations. It is the responsibility of Contractor to make its necessary estimated tax payments throughout the year, if any, and Contractor is solely liable for any tax obligation arising from Contractor’s performance of this Agreement.
<br />The Countywill pay sales and use taxes imposed on goods or services acquired hereunder as required by law. Contractor must pay all other taxes, including but not limited to: business and occupation tax;or taxes based on (1) Contractor’s gross or net income, or (2) personal property to which the Countydoes not hold title. The County is exempt from federal excise tax.Non-Transferability of Grant Assets: The Grantee is prohibited from pledging, mortgaging, assigning, or otherwise encumbering any grant funds or property acquired or improved with such funds. Any such attempt shall be considered null and void and unenforceable against Kittitas County.
<br />Section 4. Indemnification.
<br />To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold the County and their departments, elected and appointed officials, employees, agents and volunteers, harmless from and against any and all claims, damages, losses and expenses, including but not limited to court costs, attorney's fees and alternative dispute resolution costs, for any personal or bodily injury, sickness, disease or death, for any damage to or destruction of any property (including the loss of use resulting therefrom), and for any other claims, damages, losses, and expenses sustained by the County, which (1) are caused in whole or in part by any act or omission, negligent or otherwise, of Contractor, its employees, agents or volunteers, or Contractor’s subcontractors, their employees, agents or volunteers; or (2) are directly or indirectly arising out of, resulting from, or otherwise connected with the performance of this Agreement; or (3) are based upon Contractor’s or its subcontractors’ use of, presence upon or proximity to the property of the County. This indemnification obligation of Contractor shall not apply in the limited circumstance where the claim, damage, loss or expense is caused by the sole negligence of the County. This indemnification obligation of Contractor shall not be limited in any way by the Washington State Industrial Insurance Act, RCW Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee benefit act, and Contractor hereby expressly waives any immunity afforded by such acts. The foregoing indemnification obligations of Contractor are a material inducement to the Countyto enter into this Agreement, are reflected in Contractor’s compensation, and have been mutually negotiated by the parties.
<br />The County reserves the right, but not the obligation, to participate in the defense of any claim for damages, losses or expenses, and such participation shall not constitute a waiver of Contractor’s indemnity obligations contained in any section of this Agreement.
<br />In the event Contractor enters into subcontracts to the extent allowed under this Agreement, each such subcontractor shall indemnify the County on a basis equal to or exceeding Contractor’s indemnity obligations to the County.
<br />Section 5. Termination.
<br />This Agreement may be terminated at any time by mutual written agreement of the parties.
<br />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.
<br />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.
<br />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.
<br />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.
<br />Section 6. Miscellaneous.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 thebenefit of these Cities and are enforceable by these Citiesin their own names (collectively and/or individually) and in their capacities as Washington municipal corporation(s).Contractor Commitments, Warranties, and Representations: Contractor represents and warrants as follows:b.1. Contractor represents that it has been duly authorized by the County to enter into this Agreement and to perform the obligations set forth herein. Contractor warrants that it possesses all necessary legal authority to enter into and perform this Agreement.b.2.Contractor has the authority to execute this Agreement, to make the representations and warranties set forth herein, and to perform its obligations hereunder.b.3.This Agreement has been validly executed by an authorized representative of Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor.b.4.Contractor holds, or will obtain prior to commencing work under this Agreement, suchlicenses, permits and other authorizations from federal, state and local governmental authorities, or from any applicable industrial or professional certification or licensing bodies, as are necessary for the lawful performance of its obligations under this Agreement, and will maintain such throughout the term of this Agreement.b.5. Contractor is not in violation 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. Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement.
<br />b.6. Contractor is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal or State department or agency.
<br />b.7.None of the representations or warranties in this Agreement, and none of the documents, statements, certificates or schedules furnished by Contractor in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary to make the statements of fact contained therein not misleading.Waiver: The waiver of any default or breach of this Agreement, or the failure of a party to enforce any provision hereof or to exercise any right or privilege hereunder, shall not be deemed to waive any prior or subsequent default or breach, the enforcement of any provision hereof, or the exercise of any right or privilege hereunder, unless otherwise stated in a writing, signed by the parties hereto.Ownership of Items Produced: All writings, programs, data, reports, films, recordings, or other materials prepared by Contractor and/or its consultants or subcontractors, in connection with the performance of this Agreement, shall be the sole and absolute property of the County. The County will have all rights of ownership therein, including but not limited to the right to use, copyright, trademark, and/or patent, and the ability to transfer any or all ownership rights.Complete Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any and all other agreements, understandings, negotiations and discussions, oral or written, express or implied, regarding the work to be performed hereunder. The parties agree that no other representations, inducements, promises, agreements, or warranties relating to this Agreement, oral or otherwise, have been made between the parties. Except as provided elsewhere in this Agreement, no modification or waiver of this Agreement shall be valid or binding unless in writing and signed by the parties.Notice: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 5th Ave. 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 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.
<br />Headings:The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect, or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.Severability: 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 other terms, conditions 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 to be severable.. Venue and Choice of Laws: In the event that any litigation should arise concerning this Agreement, the venue for such action shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the laws of the State of Washington.Force Majeure; Termination without Liability.The performance of this Agreement is subject to 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 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 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 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 makes it illegal , impossible or economically impracticable for the partiesto complete the duties and mutual obligations agreed upon and imposed upon them herein. The ability to terminate 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 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 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 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 this agreement.Time: Time is of the essence in the performance of this Agreement unless otherwise agreed between the parties in a signed writing.Construction: This Agreement has been mutually reviewed and negotiated by the parties, and should not be construed against the drafter.Agreement Not for Benefit of Third Parties: This Agreement is entered into solely for the benefit of the parties hereto and vests no rights in, nor is it enforceable by, any third parties.KITTITAS COUNTY BOARD OF COUNTY COMMISSIONERSCONTRACTOR ______________________________________________________________Chair [Print Name]________________________________Vice Chair[Sign Name]Commissioner [Address]Telephone]Date signed:________________________________ ATTEST: _________________________Clerk of the Board
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