HomeMy WebLinkAboutAmended LT-2020-023-Huffman Farms- Amended EPAmended LT-2020-023-HUFFMANFARMS-Amended EP
2020 LODGING TAX SERVICES AGREEMENT
BETWEEN KITTITA5 COUNTY AND HUFFMAN FARMS
This Contract,effective January 1,2020 is made and entered into by and between KITTITAS
COUNTY ("County"),acting as agent for and on behalf of the City of EIIensburg,a Washingtonmunicipalcorporation("City"),a subdivision of the State of Washington,and HUFFMAN FARMS
("Contractor")for the 2020 Huffman Farms Pumpkin Festival ("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
"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 three thousand seven hundred forty three dollars
($3,743)($2,723 City of Ellensburg lodging tax funding and $1,020 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 three thousand seven
hundred forty three dollars ($3,743)($2,723 City of Ellensburg lodging tax funding and $1,020
Kittitas Co.lodging tax funding).
c.Services/Expensesthat 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:
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Kittitas County Auditor
Attn:Auditor's Accounting
205 West 5'"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:
•Marketing Costs
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 at the conclusion
of the event.
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.
a.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 and city.Any such delegation or subcontracting without the County's or City's
prior written consent shall be voidable at the County's or City's option.
b.Contractor shall at all times be an independent contractor and not an agent or representative
of the County or City 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 or City.In no event
shall Contractor be authorized to enter into any Agreement or undertaking for or on behalf
of the County or City.It is understood that the Contractor and the Contractor's staff and
employees are not employees of the County or City and are not,therefore,entitled to any
benefits provided employees of the County or City.
c.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
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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.
d.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,mental disability or any other
protected status recognized under local,state or federal law.
e.The Services shall at all times be subject to inspection by and approval of the County or City,
but the County's or City'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 or City's knowledge of defective or non-complying
performance,or the substantiality or ease of discovering the same.Contractor shall provide
the County or City 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 City,or their 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 or City makes final payment of compensation due
hereunder,Contractor shall provide the County or City access to (and the County or City 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.AII 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 or City assumes no liability for the Contractor's actions under this Agreement.Contractor
releases and shall defend,indemnify,and hold harmless the County and the City,their 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 Ilability of Contractor in connection with the
Services for this Agreement;
•Any lien asserted upon any property of the County or City 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
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=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 anydocumentsassociatedwiththisAgreement,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 or City 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 or City 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 or City specifically shall not be liable to Contractor for the County's or City's
release under public records laws of any documents not otherwise exempt from disclosure
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 or City,their
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 efalm 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.
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e.Where insurance is requested by the county,all liability insurance policies shall be endorsed
to include the County and city as Additional insureds 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 or self-insurance maintained by
the County or City.Contractor shall furnish the County a certificate of insurance with
Endorsement as evidence that the required policles 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.The City is not a party to this Agreement but is an intended third-party beneficiary of this
Agreement and to the extent set forth herein certain of its provisions are for the benefit of
the City and are enforceable by City in its own name and capacity as a Washington municipal
corporation.
b.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.
c.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.
d.Notice for any purpose under this Agreement,except service of process,shall be given by the
Contractor to the Kittitas County Commissionersand the Kittitas County Auditor,205 W 5*Ave.
EIIensburg,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.
e.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.
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Amended LT-2020-023-HUFFMANFARMS-Amended EPf.This Agreement may be executed in one or more counterparts and by facsimile,each of whichwillbedeemedanoriginal,but all of which together wi!I constitute one and the sameinstrument.
g.Contractor warrants to the County that the individual signing on contractor's behalf has therequisitepowerandauthoritytoenterintoandtoperformContractor's obligations underthisAgreement.Contractor further warrants to the County that contractor has made nomisrepresentationormisleadingstatementinconnectionwiththisAgreement,and is not inviolationofanyapplicablelaw,ordinance,or regulation the consequence of which will or maymateriallyaffectcontractor's ability to perform its obligations under this Agreement.
h.If any term or condition of this Agreement or the application thereof to any person(s)orcircumstancesisheldinvalid,such invalidity shall not affect the other terms,conditions orapplicationswhichcanbegiveneffectwithouttheinvalidterm,condition or application.To thisend,the terms and conditions of this Agreement are declared severable.
i.The exclusive venue for any action brought to enforce this Agreement or any of its terms shall
be in Kittitas County,State of Washington.
j.The following provision is entered into effective upon adoption by the parties pursuant tosection"9c",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 partyupontheoccurrence,or upon the prediction by the National Oceanic and AtmosphericAdministration,any other agency of the United States Government,or any agency of theGovernmentoftheStateofWashingtonoftheoccurrenceofanycircumstancebeyondthecontrolofeitherparty--including,without Ilmitation,acts of God,war,acts of terrorismwithinafifty(50)mile radius of Kittitas County,government regulations,disaster,pandemic/epidemic illness,strikes or threat of strikes (except that neither party mayterminatethisAgreementforsituationsinvolvingthatparty'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 andmutualobligationsagreeduponandimposeduponthemherein.The ability to terminate thisAgreementwithoutliabilitypursuanttothisparagraphisconditionedupondeliveryofwrittennoticefromonepartytotheotherwithin10daysofsuchoccurrenceorupondeliveryofwrittennoticefromonepartytotheotherwithin24hoursofthereceiptofnoticeofthepredictionofanyoftheaboveoccurrences.To the extent feasible wíthin the constraintsimposedbyanyeventofthetypedescribedabove,the parties agree that if the triggeringeventisofapparentlyorlikelytransitoryeffect,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
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/2 I /2020 [Print Name]
Com sioner [Address]
[Telephone]
Clerk of the Board
FORM:
Deputy Prosecuting Attorney
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