Loading...
HomeMy WebLinkAboutLodging Tax Service AgreementCity Contract #A2926 2026 LODGING TAX SERVICES AGREEMENT BETWEEN CITY OF ELLENSBURG AND KITTITAS COUNTY This Contract, effective upon execution, is made and entered into by and between CITY OF ELLENSBURG ("City"), a municipal corporation of the State of Washington, and KITTITAS COUNTY ("County"), a municipal corporation and subdivision of the State of Washington, for the "Rodeo Grandstands" ("Project"). 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 City and the County mutually agree as follows: Section 1. Scope of Work. a. For purposes of this Agreement, Scope of Work, is defined as the Project Description included in the County's application for lodging tax funds, submitted on March 3, 2026, which is attached to and incorporated by reference to this Agreement as Exhibit "A". b. The County shall furnish or cause to be furnished all labor, personnel, supervision, professional services, materials, equipment, and other resources necessary to implement the Project for which lodging tax funds are awarded under this Agreement. . c. 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 the County under this Agreement are collectively referred to herein as "Services." d. The County shall commence, perform, and complete such Services in accordance with the project milestones in Exhibit "A." Section 2. Payment. a. As full compensation for satisfactory performance of the County's Services, the City agrees to pay the County the sum of five hundred thousand dollars ($500,000) (City of Ellensburg lodging tax funding). b. Additional payment terms: The City will make payment to the County only on a reimbursement basis, as receipts/invoices are submitted to the City, not to exceed the total sum of five hundred thousand dollars ($500,000) (City of Ellensburg lodging tax funding) listed above in Section 2.a. c. Services/Expenses that are reimbursed must be dated during the contract term, or consist of eligible pre -award project expenses incurred on or after April 1st 2026, and final date to submit reimbursements requests is January 30, 2027, after this date funds lapse. d. Requests for reimbursements must be submitted to: City of Ellensburg Attn: Arts & Economic Development Manager 501 N Anderson St Ellensburg, WA 98926 e. Reporting requirements of the project will be required on prescribed forms from the City. f. County is eligible to claim reimbursement for services related to the Scope of Work and in an amount not to exceed the total sum listed in Section 2.a. g. The County must complete any Lodging Tax Reimbursement compliance requirements provided by the City prior to filing reimbursement claim. Section 3. Performance by the County. a. The City acknowledges and agrees that the County is a government entity that will fulfill the Scope of Work defined in Section 1 by procuring and managing third -party public works general contractors, architects, engineers, and specialized subcontractors. The use of such third -party professionals and construction firms is expressly authorized under this Agreement and shall not be construed as an impermissible assignment or delegation of the County's duties. b. The County shall at all times be an independent contractor and not an agent or representative of the City with regard to performing the Services. The County shall not represent that it is, or hold itself out as, an agent or representative of the City. In no event shall the County be authorized to enter into any Agreement or undertaking for or on behalf of the City. It is understood that the County and the County's staff and employees are not employees of the City and are not, therefore, entitled to any benefits provided employees of the City. c. The County 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 City and applicable to Services). The County 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. The County 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 City and the County agree that in fulfilling the terms and conditions of this Agreement neither shall discriminate on the basis of race, creed, color, national origin, citizenship or immigration status, age, sex, marital status, honorably discharged veteran or military status, or the presence of a physical, sensory, or mental disability or the use of a trained guide dog or service animal by a person with a disability. e. This contract is subject to review by any Federal or State auditor. The County shall promptly furnish the City 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. The County 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 City makes final payment of compensation due hereunder, the County shall provide the City access to (and the City shall have the right to examine, audit and copy, with or without notice) all of the County's books, documents, papers and records related to the Services or this Agreement. f. The County understands and acknowledges that the County is solely responsible for its own reporting and accounting of all state, federal, social security, and local taxes, of every nature, arising from the County's performance of this Agreement. g. The County acknowledges and agrees that the Project is a public works project subject to the laws of the State of Washington. The County shall ensure that all work performed by third -party general contractors or subcontractors complies fully with all applicable public works requirements under Washington law, including but not limited to public works bonds and retainage pursuant to Chapters 39.08 and 60.28 RCW. h. The County shall require that its primary contractor and any subcontractors pay prevailing wages to all laborers, workers, or mechanics in compliance with Chapter 39.12 RCW. No lodging tax funds shall be released by the City as reimbursement until the County confirms that all applicable statutory intents to pay prevailing wages and affidavits of wages paid have been properly filed with the Washington State Department of Labor & Industries (L&I) by the executing contractors. i. The City's lodging tax funding is expressly conditioned upon the project's strict adherence to these public works statutes. Any underpayment of prevailing wages or failure to secure required public works bonds by the County's third -party agents shall be the sole responsibility of the County, and the City shall assume no liability or financial exposure for statutory non-compliance. Section 4. Indemnity and Hold Harmless. The City assumes no liability for the County's actions under this Agreement, including the actions of any contractor or subcontractor hired by the County to perform the services described in Exhibit "A". The County shall defend, indemnify, and hold harmless the City, its officers and employees, agents, representatives, attorneys and/or volunteers, from and against claims arising from the County's negligent acts, errors, omissions, breach, or the acts of those for whom the County is legally responsible including: a. Any lien asserted upon any property of the City in connection with the Services for this Agreement; or b. Any breach of or default under this Agreement by the County. Section 5. Compliance with Public Records Law. a. In compliance with Washington's public records law, the City 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 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 City shall provide notice to the County pursuant to Washington's public records act, chapter 42.56 RCW, to allow the County to seek a court injunction. c. The City specifically shall not be liable to the County for the City'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 City, its Additional Insureds, officers, agents and employees, the County expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to the County'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 County. This waiver is mutually negotiated by the parties to this Agreement. Section 7. Insurance and Endorsements. a. The City requires that the County maintain liability insurance which will protect the County, 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 the County or any of its employees, agents or representatives. b. The County agrees to provide proof of insurance prior to commencing performance of this Agreement. c. Copies of the insurance documents provided by the County shall be attached to this Agreement and by this reference will be made part hereof. d. Where insurance secured by the County is through a self-insurance pool, it is understood the City may not be named additional insured. Should the County purchase any policy that is separate from their pooled coverage, the County's insurance policies shall be endorsed to include the City as an Additional Insured and shall stipulate that the insurance afforded by the policies shall be primary insurance. Any insurance premiums, self -insured retention, deductibles, or risk retention trusts maintained or participated in by the County shall be the responsibility of the County. Any insurance, self-insurance, or self -insured pool coverage maintained by the City shall be excess of the County's insurance and shall not contribute with it. The County shall furnish the City with a certificate of insurance with Endorsement as evidence that the required policies are in full force and effect. Section B. Termination a. The City may, by providing sixty (60) days' advance written notice to the County, terminate this Agreement as to any portion of the lodging tax funding not yet disbursed. b. The County shall not be obligated to refund any previously disbursed reimbursement funds to the City for work already completed, materials delivered, or outstanding general contractor invoices that the County is legally bound to pay under Washington public works laws. c. If either party defaults in the performance of any material term or condition of this Agreement, the non -defaulting party shall provide written notice specifying the default. The defaulting party shall have thirty (30) days from receipt of such notice to cure the default. If the default is of such a nature that it cannot reasonably be cured within thirty (30) days, the party shall not be in default if it commences a cure within such time and diligently prosecutes it to completion. Section 9. Miscellaneous. a. Th County shall not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the City's prior written consent. b. This Agreement embodies the entire Agreement between the City and the County 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 County to the City of Ellensburg, Attn: City Manager, 501 N Anderson St, Ellensburg, WA 98926. For all purposes under this Agreement, any notice by the City to the County shall be given to the County'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. The County warrants to the City that the individual signing on the County's behalf has the requisite power and authority to enter into and to perform the County's obligations under this Agreement. The County further warrants to the City that the County 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 the County'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. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF ELLENSBURG (FUNDING AUTJ,(O'�ITY) Heidi Cern' iwey'13p h rend s, City Manager Address: 501 N Anderson St Ellensburg, WA 98926 APP VED S TO FORM: City Attorney KITTITAS COUNTY Cory Wright, Chair Brett Wachsmith, Vice -Chair Laura Osiadacz, Commissioner ATTEST: Clerk of the Board APPROVED AS TO FORM: Deputy Prosecuting Attorney Address: 205 W 5th Ave, Suite 108 Ellensburg, WA 98926