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HomeMy WebLinkAboutLT-2020-007-Suncadia- Amended EP2020 LODGING TAX SERVICES AGREEMENT BETWEEN KITTITAS COUNTY AND SUNCADIA RESORT This Contract, effective January 1, 2020 is made and entered into by and between KITTITAS COUNTY (“County”), a subdivision of the State of Washington, and SUNCADIA RESORT (“Contractor”), for the 2020 Conserve the Conservancy 10K (“Event”). WHEREAS, the purpose of this Agreement is to provide for 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. Contractor shall provide the services and staff described in its Application for Lodging Tax Funds submitted to the Lodging Tax Advisory Committee, attached hereto as Exhibit “A” which is attached hereto and incorporated herein by this reference. 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.” Contractor shall commence, perform and complete such Services in accordance with Exhibit “B” which is attached hereto and incorporated herein by this reference. Section 2. Payment. a. As full compensation for satisfactory performance of the Contractor’s Services, the County agrees to pay Contractor the sum of five thousand dollars ($5,000) (Kittitas Co. lodging tax funding). b. Additional payment terms: The County will make payment to the Contractor only on a reimbursement basis, as receipts/invoices for any items including marketing and/or advertising are submitted to the County, not to exceed the sum of five thousand dollars ($5,000) (Kittitas Co. lodging tax funding). c. Services/Expenses that are reimbursed must be dated during the current year and final date to submit reimbursements requests is January 15, 2021 after this date funds lapse. d. Requests for reimbursements must be submitted to: Kittitas County Auditor Attn: Auditor’s Accounting 205 West 5th Ave – Suite 105 Ellensburg, WA 98926 auditorsaccounting@co.kittitas.wa.us e. Reporting requirements of your events will be required on prescribed forms from the County Auditor. f. Contractor is eligible to claim reimbursement for the following items and amounts only: Archway for start/end of race. Racing equipment such as safety cones & safety flagging. Flyer and signs such as posters, banners, event maps, and directional signage. Entertainment such as DJ Entertainment such as bounce house, climbing wall, and other outdoor themed activities. Vendors for complimentary tastings such as doughnuts, coffee, runner themed giveaways Race water bottles from such places liberty bottle works, Yakima, WA Digital advertising: such as resort website, resort social media accounts, geo targeted Seattle/Bellevue. Print advertising: such as Seattle/Bellevue magazine, fliers, and banners. Radio advertising such as regional Seattle/Bellevue commercials g. Contractor is not eligible to claim reimbursement for any items not listed in Section 2 (f) and is further expressly denied funding for the following items as requested in the application as defined in Section 1(a): N/A h. Contractors requesting reimbursement for event-specific expenses shall submit all claims as no more than two reimbursement requests with supporting documentation. I. Contractors must complete the Lodging Tax Reimbursement online training course provided by the County Auditor’s office prior to filing reimbursement claim. Requests for reimbursement will not be accepted 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.aspx Section 3. Performance by Contractor. Contractor shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the County. Any such delegation or subcontracting without the County’s prior written consent shall be voidable at the County’s option. Contractor shall at all times be an independent contractor and not an agent or representative 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. 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. 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. 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. 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 examine, audit and copy, with or without notice) all of Contractor’s books, documents, papers and records related to the Services or this Agreement. 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 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. 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. This Agreement embodies the entire Agreement between the County and Contractor, and 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. 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. Ste. 108, 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. 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. 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. 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. 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. The exclusive venue for any action brought to enforce this Agreement or any of its terms shall be in Kittitas County, State of Washington. The following provision is entered into effective upon adoption by the parties pursuant to section “9b”, as reflected by the signature of the authorized representative(s) of each party. 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 parties to 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. KITTITAS COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACTOR ____________________________________ ____________________________________ Chair [Print Name] ____________________________________ ____________________________________ Vice Chair ____________________________________ ____________________________________ ____________________________________ Commissioner [Address] _____________________________________ [Telephone] ATTEST: _____________________________ ___________, Clerk of the Board APPROVED AS TO FORM: ____________________________________ Deputy Prosecuting Attorney LT-2020-007-SUNCADIA- Amended EP 2020 County Lodging Tax Funding Agreement Page 2