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HomeMy WebLinkAboutAmended-LT-2020-014LT -202O-OI4-CHAM BER-KITTITAS- Am e nd ed E P 2O2O LODGING TAX SERVICES AGREEMENT BETWEEN KITTITAS COUNTY AND KITTITAS COUNTY CHAMBER OF COMMERCE This Contract, effective January L,2020 is made and entered into by and between KITTITAS COUNTY ("County"), a subdivision of the State of Washington, and KITT|TAS COUNTy CHAMBER OF coMMERcE ("contractor"),for the 2020 Tourism Masterplan city of Kittitas ("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. a. 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. 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 shall commence, perform and complete such Services in accordance with Exhibit "8" which is attached hereto and incorporated herein by this reference. Section 2. Pavment a. As full compensation for satisfactory performance of the Contractor's Services, the County agrees to pay Contractor the sum of eighteen thousand seven hundred dollars (518,700) (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 eighteen thousand seven hundred dollars (S18,700) (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 15,202L 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 zntn County Lodging Tdx Funding Agreement Page 7 LT-2020-014-CHAM BER-KITTITAS- Amended EP e. 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. f. 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. g' 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 lnternal Revenue Service at the end of the calendar year in accord with the applicable IRS regulations. Section 4. Release. lndemn ity, 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 a o a a Section 5. Any breach of or default under this Agreement by Contractor mpliance with Public Records Law. _2020 County Lodging Tax Funding Agreement Page 3 LT-2020-014-CHAMBER-KITTITAS- Amended EP 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. ln 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. b. 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. 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, 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. 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 willbe deemed an original, but allof which togetherwillconstitute 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. a County Lodging Tax Funding Agreement Poge 5 LT -2O2O-OI4-CHAM B ER-KITTITAS- Amend ed EP 8. lf 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 termt 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. h. 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 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 IONERS CONTRACTOR Ll IwZD r nt NameJ Vice Commissioner 'lliidi' Nl tirrr 2A2O County Lodging Tax Funding Agrcement K/ Poge 6 ATTEST: APPROVED \ltlll SM;... LOr.lN \ \ LT-2020-014-CHAM BER-KITTITAS- Amended EP [Telephone] lltr il r Deputy Prosecuting Attorney ,ntn County Lodglng Tox Fundlng AEreement Page 7