HomeMy WebLinkAboutLodging Tax Agreement HorseParkArenaLT‐LS‐CP 2019‐001 County Lodging Tax Funding Agreement Page 1
2018‐2019 LODGING TAX SERVICES AGREEMENT
BETWEEN KITTITAS COUNTY AND THE CITY OF CLE ELUM
FOR THE LARGE‐SCALE MUNICIPALITY‐OWNED CAPITAL PROJECT
This Contract, dated 2nd day of January, 2019 is made and entered into by and between ‐
KITTITAS COUNTY (“County”) and the City of Cle Elum (“Contractor”).
WHEREAS, the purpose of this Agreement is to provide for Tourism‐Related, Large‐Scale
Municipality Owned Capital Projects relating to activities and expenditures designed to increase
tourism.
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:
Section 1. Scope of Work.
a. Contractor shall provide the services described in the Grant Application submitted to the
Lodging Tax Advisory Committee, attached hereto as Exhibit “A” incorporated herein by
reference.
b. Except as otherwise specifically provided in this Agreement, Contractor shall furnish the
following as required to perform the services, described in Paragraph (a) above, in
accordance with this Agreement: Personnel, labor and supervision; 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 “Services.”
c. Contractor warrants that the lodging tax funds shall be used only as allowed for in RCW
67.28.1816 as currently existing or subsequently amended.
d. Contractor shall commence, perform and complete such Services in accordance with any
and all attachments to this Agreement.
Section 2. Payment.
a. As full compensation for satisfactory performance of the Contractor’s Services, the County
agrees to pay Contractor the sum of One Million, Five Hundred Thousand dollars
($1,500,000.00) to be used for a capital project‐Covered Arena and Associated Build‐out for
the Washington State Horse Park based upon the awarded project.
b. Additional payment terms: The County will make payment to the Contractor only on a
reimbursement basis, as detailed receipts for any items are submitted to the County, not to
exceed the sum of One Million Five Hundred Thousand dollars ($1,500,000.00) to be used
for capital project‐covered arena and associated build‐out for the Washington State Horse
Park.
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c. Requests for reimbursements must be submitted to:
Kittitas County Auditor
Attn: Judy Pless
205 West 5th Ave., Suite 105
Ellensburg, WA 98926
auditoraccounting@co.kittitas.wa.us
Reporting requirements will be required on prescribed forms from the County Auditor.
Section 3. Performance by Contractor.
a. Contractor shall at all times be an independent contractor and not an agent or representa‐
tive of the County with regard to performing the Services. Contractor shall not represent
that it is, or hold itself out as, an agent or representative of the County. In no event shall
Contractor be authorized to enter into any Agreement or undertaking for or on behalf of the
County. It is understood that the Contractor and the Contractor’s staff and employees are
not employees of the County and are not, therefore, entitled to any benefits provided
employees of the County.
b. Contractor shall comply with all applicable laws, ordinances, rules, regulations, orders,
licenses, permits, and other requirements, now or hereafter in effect, of any governmental
authority (including, but not limited to, such requirements as may be imposed upon the
County and applicable to Services). Contractor shall furnish such documents as may be
required to effect or evidence such compliance. All laws, ordinances, rules, and orders
required to be incorporated into agreements of this character are incorporated into this
Agreement by this reference. Contractor agrees to obtain all required licenses and permits,
and further agrees to keep them in full force and effect during the term of this Agreement.
c. The County and the Contractor agree that in fulfilling the terms and conditions of this
Agreement neither shall discriminate on the basis of race, creed, color, national origin, age,
sex, marital status, or the presence of a physical, sensory, or mental handicap.
d. The Services shall at all times be subject to inspection by and approval of the County, but
the County’s making (or failure or delay in making) such inspection or approval shall not
relieve Contractor of its responsibility to perform the Services in accord with this
Agreement, notwithstanding the County’s knowledge of defective or non‐complying
performance, or the substantiality or ease of discovering the same. Contractor shall provide
the County with sufficient, safe, and proper facilities and equipment for such inspection and
free access to such facilities.
e. This contract is subject to review by any Federal or State auditor. Contractor shall promptly
furnish the County or its designee, or such Federal or State auditor with such information
related to the Services as may be requested by the applicable governmental entity.
Contractor shall preserve and maintain all financial records and records relating to
performance of Services under this Agreement for six (6) years after contract termination.
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
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examine, audit and copy, with or without notice) all of Contractor’s books, documents,
papers and records related to the Services or this Agreement.
f. Contractor understands and acknowledges that Contractor is solely responsible for its own
reporting and accounting of all state, federal, social security, and local taxes, of every nature,
arising from Contractor’s performance of this Agreement. All compensation received by the
Contractor will be reported to the Internal Revenue Service at the end of the calendar year in
accord with the applicable IRS regulations.
Section 4. Release, Indemnity, and Hold Harmless.
The County assumes no liability for the Contractor’s actions under this Agreement. Contractor
releases and shall defend, indemnify, and hold harmless the County, its officers and employees,
agents, representatives, attorneys and/or volunteers, from and against all claims, costs, liabilities,
damages, and expenses, (including, but not limited to, reasonable attorney fees) which arise or
may arise or be alleged to arise out of or by reason of this Agreement including:
Any fault, negligence, strict liability or product liability of Contractor in connection with the
Services for this Agreement;
Any lien asserted upon any property of the County in connection with the Services for this
Agreement;
Any failure of Contractor, or of the Services, to comply with any applicable law, ordinance,
rule, regulation, order, license, permit and other requirement, now or hereafter in effect, of
any governmental authority; or
Any breach of or default under this Agreement by Contractor.
Section 5. Compliance with Public Records Law.
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 from such retention, for any applicable legally required retention period.
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
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 to seek a court injunction.
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.
Section 6. Industrial Insurance Waiver.
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 under Title 51
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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 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.
Section 7. Insurance and Endorsements.
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 an
amount specified by the County.
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
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 of its employees, agents or representatives.
c. Should the County require such liability insurance, the Contractor agrees to provide proof of
insurance prior to commencing performance of this Agreement.
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.
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
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
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 the required policies are in full force and effect.
Section 8. Termination.
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 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 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 rendered by the Contractor, if any, as of
the date of the notice of termination.
Section 9. Miscellaneous.
a. 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.
b. This Agreement embodies the entire Agreement between the County and Contractor, and
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supersedes any and all prior oral or written communications, proposals, conditions, promises,
representations, 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 signed by both parties.
c. 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, Attn:
Judy Pless, 205 W. 5th Ave., suite 105, 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.
d. 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
provisions of such sections or paragraphs.
e. 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.
f. 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
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 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.
g. 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 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.
KITTITAS COUNTY
BOARD OF COUNTY COMMISSIONERS CITY OF CLE ELUM
____________________________________ ____________________________________
Chair [Print Name]
____________________________________ ____________________________________
Vice Chair [Signature]
____________________________________
____________________________________ ____________________________________
Commissioner [Address]
_____________________________________
[Telephone]
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ATTEST: _____________________________
___________, Clerk of the Board
APPROVED AS TO FORM:
____________________________________
Deputy Prosecuting Attorney