HomeMy WebLinkAbout5834 RESOLUTION NO. 5834
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, APPROVING THE LODGING
TAX GRANT DISBURSEMENTS RECOMMENDED BY THE
AUBURN LODGING TAX ADVISORY COMMITTEE AND
AUTHORIZING THE MAYOR TO EXECUTE ASSOCIATED
AGREEMENTS FOR THE PURPOSE OF TOURISM
WHEREAS, pursuant to RCW 67.28, on June 4, 2001 the Auburn City Council
adopted Ordinance 5554 which established Chapter 2.76 of the Auburn City Code and
the Lodging Tax Advisory Committee (LTAC); and
WHEREAS, the purpose of the LTAC was to consider the creation and imposition
of lodging tax and to provide recommendations to City Council on how lodging taxes that
are collected will be spent; and
WHEREAS, pursuant to RCW 67.28 and RCW 82.02, on August 6, 2001 the
Auburn City Council adopted Ordinance 5561 which established Chapter 3.58 of the
Auburn City Code and the authority to levy a special excise tax of one percent on the sale
of or charge made for the furnishing of lodging in Auburn; and
WHEREAS, lodging taxes collected under Chapter 3.58 of the Auburn City Code
are placed in a special fund to be used solely for the purpose of paying all or any part of
the cost of tourist promotion, acquisition of tourism-related facilities, or operation of
tourism-related facilities, or to pay for any other uses authorized in RCW 67.28; and
WHEREAS, the scope of services set forth in Attachment A and B was presented
to the LTAC through a Loging Tax Grant Fund Application for Fiscal Year 2025 during a
publicly noticed meeting that occurred on Friday, May 30th, 2025; and
Resolution No. 5834
June 2, 2025
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PROFESSIONAL SERVICES AGREEMENT
FOR 2025 VISITOR AND TOURISM FOR
Pacific Raceways Track LLC
This Professional Services Agreement ("Agreement") made and entered into this__ day of
July, 2025, by and between the City of Auburn, a Washington municipal corporation
("City"), and Pacific Raceways Track LLC ("Contractor"). The City and the Contractor
(together "Parties") are located and do business at the below addresses which shall be valid for
any notice required under this agreement.
Pacific Raceways Track LLC City of Auburn
31001 144th Ave SE 25 W Main Street
Kent, WA 98042 Auburn, WA 98001
(253)639-5927 (253) 931-3000
The Parties agree as follows:
1.TERM. The term of this Agreement shall commence upon the effective date of this
Agreement, which shall be the date of mutual execution, and shall continue until the
completion of the Work, but in any event no later than June 30, 2026. ("Term").
2.SERVICES. The Contractor shall perform the services more specifically described
in Exhibit "A", attached hereto and incorporated by this reference ("Services"), in a
manner consistent with the accepted professional practices for other similar services
within the Puget Sound region in effect at the time those services are performed, performed
to the City's satisfaction, within the time period prescribed by the City and pursuant to
the direction of the Mayor or his or her designee. The Contractor warrants that it has
the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities,
including but not limited to obtaining any applicable City of Auburn business license.
Services shall begin immediately upon the effective date of this Agreement. Services shall
be subject, at all times, to inspection by and approval of the City, but the making (or failure
or delay in making) such inspection or approval shall not relieve Contractor of
responsibility for performance of the Services in accordance with this Agreement,
notwithstanding the City's knowledge of defective or non-complying performance, its
substantially or the ease of its discovery.
3.TERMINATION. Either party may terminate this Agreement, with or without
cause, upon providing the other party 90 days written notice at its address set forth above.
The City may terminate this Agreement immediately if the Contractor fails to maintain
required insurance policies, breaches confidentiality, or materially violates Section 12;
and such may result in ineligibility for further City agreements.
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4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount
not to exceed a maximum amount and according to a rate or method as delineated in Exhibit
B attached hereto and incorporated by this reference. The Contractor agrees that any hourly
or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate(s) for the Term. Except as otherwise provided in Exhibit B, the Contractor
shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction
as a result of the performance and payment of this Agreement.
4.2 Method of Payment. On a quarterly basis, the Contractor shall submit a
voucher or invoice in the form specified by the City, a digital version (pdf) including
a description of what Services have been performed. The Contractor shall also submit
a final bill upon completion of all Services. Payment shall be made on a quarterly basis
by the City only after the Services have been performed and within thirty (30) days after
receipt and approval by the appropriate City representative of the voucher or invoice. If
the Services do not meet the requirements of this Agreement, the Contractor will correct
or modify the work to comply with the Agreement. The City may withhold payment for
such work until the work meets the requirements of the Agreement.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or
allocated for payment under this Agreement for any future fiscal period, the City will not
be obligated to make payments for Services or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Services for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. Contractor shall defend, indemnify and hold the
City, its officers, officials, employees and volunteers harmless from any and all claims,
injuries, damages, losses or suits including attorney fees, arising out of or resulting from
the acts, errors or omissions of the Contractor in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to
persons or damages to property caused by or resulting from the concurrent negligence of
the Contractor and the City, its officers, officials, employees, and volunteers, the
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Contractor's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Contractor's negligence. It is further specifically and expressly understood
that the indemnification provided herein constitutes the Contractor's waiver of immunity
under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification.
This waiver has been mutually negotiated by the parties. The provisions of this section
shall survive the expiration or termination of this Agreement.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood
that the Contractor waives any immunity that may be granted to it under the Washington
State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification.
Contractor's indemnification shall not be limited in any way by any limitation on the
amount of damages, compensation or benefits payable to or by any third party under
workers' compensation acts, disability benefit acts or any other benefits acts or programs.
The Parties acknowledge that they have mutually negotiated this waiver.
5.3 Survival. The provisions of this Section shall survive the expiration or
termination of this Agreement with respect to any event occurring prior to such expiration or
termination.
6. INSURANCE. The Contractor shall procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damage to property which may
arise from or in connection with the performance of the work hereunder by the Contractor, its
agents, representatives, or employees.
6.1. No Limitation. Contractor's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Contractor to the coverage
provided by such insurance, or otherwise limit the City’s recourse to any remedy available
at law or in equity.
6.2. Minimum Scope of Insurance. Contractor shall obtain insurance of the types
and coverage described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage.
b. Commercial General Liability insurance shall be at least as broad as ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, stop-gap independent contractors and personal injury and
advertising injury. The City shall be named as an additional insured under the
Contractor's Commercial General Liability insurance policy with respect to the
work performed for the City using an additional insured endorsement at least as
broad as ISO CG 20 26.
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c. Workers' Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
d. Professional Liability insurance appropriate to the Contractor's profession.
6.3. Minimum Amounts of Insurance. Contractor shall maintain the following insurance
limits:
a. Automobile Liability insurance with a minimum combined single limit
for bodily injury and property damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
c. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
6.4 Other Insurance Provision. The Contractor's Automobile Liability and
Commercial General Liability insurance policies are to contain or be endorsed to contain
that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or
self-insured pool coverage maintained by the City shall be excess of the Contractor's insurance
and shall not contribute with it.
6.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A:VII.
6.6 Verification of Coverage. Contractor shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not necessarily
limited to the additional insured endorsement, evidencing the insurance requirements of the
Contractor before commencement of the work.
6.7 Notice of Cancellation. The Contractor shall provide the City with
written notice of any policy cancellation within two business days of their receipt of
such notice.
6.8 Failure to Maintain Insurance. Failure on the part of the Contractor to
maintain the insurance as required shall constitute a material breach of contract, upon
which the City may, after giving five business days' notice to the Contractor to correct
the breach, immediately terminate the contract or, at its discretion, procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums so
expended to be repaid to the City on demand, or at the sole discretion of the City, offset
against funds due the Contractor from the City.
6.9 City Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the City shall be insured for the full available
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limits of Commercial General and Excess or Umbrella liability maintained by the Contractor,
irrespective of whether such limits maintained by the Contractor are greater than those
required by this contract or whether any certificate of insurance furnished to the City evidences
limits of liability lower than those maintained by the Contractor.
6.10 Survival. The provisions of this Section shall survive the expiration or
termination of this Agreement.
7. WORK PRODUCT. All originals and copies of work product, including plans,
sketches, layouts, designs, design specifications, records, files, computer disks, magnetic
media or material which may be produced or modified by Contractor while performing
the Work shall belong to the City upon delivery. The Contractor shall make such data,
documents, and files available to the City and shall deliver all needed or contracted for work
product upon the City's request. At the expiration or termination of this Agreement, all
originals and copies of any such work product remaining in the possession of Contractor shall
be delivered to the City.
8. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and
documents which sufficiently and properly reflect all direct and indirect costs related to the
performance of the Work and maintain such accounting procedures and practices as may
be deemed necessary by the City to assure proper accounting of all funds paid pursuant
to this Agreement. These records shall be subject, at all reasonable times, to inspection,
review or audit by the City, its authorized representative, the State Auditor, or other
governmental officials authorized by law to monitor this Agreement.
9. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be
an independent contractor and that the Contractor has the ability to control and direct the
performance and details of its work, the City being interested only in the results obtained
under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick
leave, vacation pay or any other benefit of employment, nor to pay any social security or
other tax which may arise as an incident of employment. Contractor shall take all necessary
precautions and shall be responsible for the safety of its employees, agents, and
subcontractors in the performance of the contract work and shall utilize all protection
necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor
shall be responsible for any loss of or damage to materials, tools, or other articles used or
held for use in connection with the work. The Contractor shall pay all income and other
taxes due except as specifically provided in Section 4. Industrial or any other insurance
that is purchased for the benefit of the City, regardless of whether such may provide a
secondary or incidental benefit to the Contractor, shall not be deemed to convert this
Agreement to an employment contract. If the Contractor is a sole proprietorship or if this
Agreement is with an individual, the Contractor agrees to notify the City and complete any
required form if the Contractor retired under a State of Washington retirement system and
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agrees to indemnify any losses the City may sustain through the Contractor's failure to do so.
10. CONFLICT OF INTEREST. It is recognized that Contractor may or will be
performing professional services during the Term for other parties; however, such performance
of other services shall not conflict with or interfere with Contractor's ability to perform the
Services. Contractor agrees to resolve any such conflicts of interest in favor of the City.
Contractor confirms that Contractor does not have a business interest or a close family
relationship with any City officer or employee who was, is, or will be involved in the
Contractor's selection, negotiation, drafting, signing, administration, or evaluating the
Contractor's performance.
11. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring,
and employment made possible by or resulting from this Agreement or any subcontract,
there shall be no discrimination by Contractor or its subcontractors of any level, or any of
those entities' employees, agents, subcontractors, or representatives against any person
because of sex, age (except minimum age and retirement provisions), race, color, religion,
creed, national origin, marital status, or the presence of any disability, including sensory,
mental or physical handicaps, unless based upon a bona fide occupational qualification in
relationship to hiring and employment. This requirement shall apply, but not be limited to
the following: employment, advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. Contractor shall comply
with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights
Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of
1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or
regulation regarding non-discrimination.
12. GENERAL PROVISIONS.
12.1 Interpretation and Modification. This Agreement, together with any attached
Exhibits, contains all of the agreements of the Parties with respect to any matter covered or
mentioned in this Agreement and no prior statements or agreements, whether oral or written,
shall be effective for any purpose. Should any language in any Exhibits to this Agreement
conflict with any language in this Agreement, the terms of this Agreement shall prevail. The
respective captions of the Sections of this Agreement are inserted for convenience of reference
only and shall not be deemed to modify or otherwise affect any of the provisions of this
Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and
void, or illegal shall in no way affect or invalidate any other provision hereof and such
other provisions shall remain in full force and effect. Any act done by either Party prior to
the effective date of the Agreement that is consistent with the authority of the Agreement and
compliant with the terms of the Agreement, is hereby ratified as having been performed under
the Agreement. No provision of this Agreement, including this provision, may be amended,
waived, or modified except by written agreement signed by duly authorized representatives of
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the Parties.
12.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall
have the right to transfer or assign, in whole or in part, any or all of its obligations and
rights hereunder without the prior written consent of the other Party. If the non-assigning
party gives its consent to any assignment, the terms of this Agreement shall continue in
full force and effect and no further assignment shall be made without additional written
consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the
benefit of and be binding upon their respective successors in interest, heirs and assigns. This
Agreement is made and entered into for the sole protection and benefit of the Parties
hereto. No other person or entity shall have any right of action or interest in this Agreement
based on any provision set forth herein.
12.3 Compliance with Laws. The Contractor shall comply with and perform the
Services in accordance with all applicable federal, state, local, and city laws including,
without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and
policies, as now existing or hereafter amended, adopted, or made effective.
12.4 Enforcement. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set forth in
the description of the Services is essential to the Contractor's performance of this
Agreement. Any notices required to be given by the Parties shall be delivered at the
addresses set forth at the beginning of this Agreement. Any notices may be delivered
personally to the addressee of the notice or may be deposited in the United States mail,
postage prepaid, to the address set forth above. Any notice so posted in the United States
mail shall be deemed received three (3) days after the date of mailing. Any remedies
provided for under the terms of this Agreement are not intended to be exclusive, but shall
be cumulative with all other remedies available to the City at law, in equity or by statute.
The failure of the City to insist upon strict performance of any of the covenants and
agreements contained in this Agreement, or to exercise any option conferred by this
Agreement in one or more instances shall not be construed to be a waiver or
relinquishment of those covenants, agreements or options, and the same shall be and
remain in full force and effect. Failure or delay of the City to declare any breach or default
immediately upon occurrence shall not waive such breach or default. Failure of the City to
declare one breach or default does not act as a waiver of the City's right to declare another
breach or default. This Agreement shall be made in, governed by, and interpreted in
accordance with the laws of the State of Washington. If the Parties are unable to settle any
dispute, difference or claim arising from this Agreement, the exclusive means of resolving
that dispute, difference, or claim, shall be by filing suit under the venue, rules and
jurisdiction of the King County Superior Court, King County, Washington, unless the
parties agree in writing to an alternative process. If the King County Superior Court does
not have jurisdiction over such a suit, then suit may be filed in any other appropriate court
in King County, Washington. Each party consents to the personal jurisdiction of the state
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and federal courts in King County, Washington and waives any objection that such courts are
an inconvenient forum. If either Party brings any claim or lawsuit arising from this
Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred
in defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; provided, however, however nothing in this paragraph
shall be construed to limit the Parties' rights to indemnification under Section 5 of this
Agreement.
12.5 Execution. Each individual executing this Agreement on behalf of the City
and Contractor represents and warrants that such individual is duly authorized to execute and
deliver this Agreement. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and with the same effect as if all Parties hereto had
signed the same document. All such counterparts shall be construed together and shall
constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart. The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement
and a complete set of all signature and acknowledgment pages. The date upon which the last
of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual
execution" hereof.
[Signature page follows]
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IN WITNESS, the Parties hereto have caused this agreement to be executed the day
and year first above written.
CITY OF AUBURN PACIFIC RACEWAYS TRACK LLC
________________________ _____________________________
Nancy Backus, Mayor John Ramsey, General Manager
________________________ _____________________________
Date Date
ATTEST:
________________________
Shawn Campbell, City Clerk
APPROVED AS TO FORM:
_______________________________
Jason Whalen, City Attorney
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EXHIBIT "A"
SERVICES
The Service Provider shall implement a marketing promotion program in 2025/2026 for the City
of Auburn which shall include:
The $100,000 is earmarked as follows:
Auburn Lodging Tax funds will support Pacific Raceways Track LLC using digital and
traditional advertising for the NHRA Nationals, on-site promotion, social media messaging,
newsletter creation and distribution, and assistance with scenic B-roll video to be viewed on
Fox Television Network. Funding is for marketing promotions, advertising, and support
administration and operations of the Pacific Raceways Track LLC.
See proposal for additional details.
Not more than 10% of any lodging tax grant will be reimbursed for items bought by the
contractor and subsequently kept by organization members, planners, organizers, promoters,
or others. These items could include all types of clothing, hats, and/or other objects.
The City shall have the right to review and make suggestions to advertisements, banners,
questionnaires and other materials and services provided in connection with this Contract.
The Service Provider shall provide the City with copies of all materials developed pursuant to
this Contract. The copies of these materials shall meet the requirement of City ownership of
work product as referenced in Section 7 of this contract. All material will be printed no later
than December 26, 2025.
The Service Provider shall provide a written summary report of the work completed in 2025
as well as any and all other reports, documents and receipts requested by the City no later
than December 31, 2025.
ACKNOWLEDGEMENT OF LODGING TAX FUNDING:
All advertising must include an acknowledgement that "The advertising is made possible, in
part, by a City of Auburn Lodging Tax Grant."
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EXHIBIT "B"
COMPENSATION
The City shall pay to the Service Provider, as compensation for the services
described above, a total amount of not to exceed One Hundred Thousand
Dollars ($100,000) payable upon receipt of reimbursable receipts.
Compensation will be completed through reimbursement for approved
services, and final payment may be held by the City until all reports are
received. Requests for reimbursement may be made on a monthly basis, but
must be received by the City no later than July 31st, 2026. Only those services
rendered within the term of the contract and received by June 30th, 2025 are
reimbursable.
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PROFESSIONAL SERVICES AGREEMENT FOR
2025 VISITOR AND TOURISM FOR
Emerald Downs Racing LLC
This Professional Services Agreement ("Agreement") made and entered into this __ day of July, 2025, by
and between the City of Auburn, a Washington municipal corporation ("City"), Emerald Downs Racing
LLC ("Contractor"). The City and the Contractor (together "Parties") are located and do business at the
below addresses which shall be valid for any notice required under this agreement.
Emerald Downs Racing LLC
2300 Ron Crockett Dr
Auburn, WA 98001
253-288-7004
City of Auburn
25 W Main Street,
Auburn, WA 98001
(253)931-3000
The Parties agree as follows:
1.TERM. The term of this Agreement shall commence upon the effective date of this Agreement,
which shall be the date of mutual execution, and shall continue until the completion of the Work, but in
any event no later than December 31, 2025. ("Term").
2.SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A",
attached hereto and incorporated by this reference ("Services"), in a manner consistent with the
accepted professional practices for other similar services within the Puget Sound region in effect at the
time those services are performed, performed to the City's satisfaction, within the time period prescribed
by the City and pursuant to the direction of the M ayor or his or her designee. The Contractor
warrants that it has the requisite training, skill, and experience necessary to provide the Services and is
appropriately accredited and licensed by all applicable agencies and governmental entities, including
but not limited to obtaining any applicable City of Auburn business license. Services shall begin
immediately upon the effective date of this Agreement. Services shall be subject, at all times, to
inspection by and approval of the City, but the making (or failure or delay in making) such inspection or
approval shall not relieve Contractor of responsibility for performance of the Services in accordance with
this Agreement, notwithstanding the City's knowledge of defective or non-complying performance, its
substantiallty or the ease of its discovery.
3.TERMINATION. Either party may terminate this Agreement, with or without cause, upon
providing the other party 90 days written notice at its address set forth above. The City may terminate
this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches
confidentiality, or materially violates Section 12; and such may result in ineligibility for further City
agreements.
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4. COMPENSATION.
4.1 Amount. In return for the Services, the City shall pay the Contractor an amount not to
exceed a maximum amount and according to a rate or method as delineated in Exhibit B attached hereto
and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its
services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as
otherwise provided in Exhibit B, the Contractor shall be solely responsible for the payment of any taxes
imposed by any lawful jurisdiction as a result of the performance and payment ofthis Agreement.
4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or
invoice in the form specified by the City, a digital version (pdf) including a description of what
Services have been performed, the name of the personnel performing such Services, any hourly labor
charge rate for such personnel, and the purchase order number (PO#). The Contractor shall also submit
a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City
only after the Services have been performed and within thirty (30) days after receipt and approval by
the appropriate City representative of the voucher or invoice. If the Services do not meet the
requirements of this Agreement, the Contractor will correct or modify the work to comply with the
Agreement. The City may withhold payment for such work until the work meets the requirements of the
Agreement.
4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City will not be obligated to make
payments for Services or amounts incurred after the end of the current fiscal period, and this
Agreement will terminate upon the completion of all remaining Services for which funds are allocated.
No penalty or expense shall accrue to the City in the event this provision applies.
5. INDEMNIFICATION.
5.1 Contractor Indemnification. Contractor shall defend, indemnify and hold the City, its
officers, officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of
the Contractor in performance of this Agreem ent, except for injuries and damages caused by the sole
negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Contractor and the City, its
officers, officials, employees, and volunteers, the Contractor's liability, including the duty and cost to
defend, hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and
expressly understood that the indemnification provided herein constitutes the Contractor's waiver of
immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This
waiver has been mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Agreement.
5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the
Contractor waives any immunity that may be granted to it under the Washington State industrial
insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification
shall not be limited in any way by any limitation on the amount of damages, compensation or
benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any
other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver.
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5.3 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement with respect to any event occurring prior to such expiration or termination.
6. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the Contractor, its agents, representatives, or employees.
6.1. No Limitation. Contractor's maintenance of insurance as required by the agreement
shall not be construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity.
6.2. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and coverage
described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or
a substitute form providing equivalent liability coverage.
b. Commercial General Liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, stop-gap independent
contractors and personal injury and advertising injury. The City shall be named as an
additional insured under the Contractor's Commercial General Liability insurance policy with
respect to the work performed for the City using an additional insured endorsement at least
as broad as ISO CG 20 26.
c. Workers' Compensation coverage as required by the Industrial Insurance laws of the State
of Washington.
d. Professional Liability insurance appropriate to the Contractor's profession.
6.3. Minimum Amounts of Insurance. Contractor shall maintain the following insurance
limits:
a. Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
c. Professional Liability insurance shall be written with limits no less than $1,000,000 per
claim and $1,000,000 policy aggregate limit.
6.4 Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance
as respect the City. Any Insurance, self-insurance, or self-insured pool coverage maintained by the City
shall be excess of the Contractor's insurance and shall not contribute with it.
6.5 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A:VII.
6.6 Verification of Coverage. Contractor shall furnish the City with original certificates and
a copy of the amendatory endorsements, including but not necessarily limited to the
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additional insured endorsement, evidencing the insurance requirements of the Contractor before
commencement of the work.
6.7 Notice of Cancellation. The Contractor shall provide the City with written notice of
any policy cancellation within two business days of their receipt of such notice.
6.8 Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the
insurance as required shall constitute a material breach of contract, upon which the City may, after
giving five business days' notice to the Contractor to correct the breach, immediately terminate the
contract or, at its discretion, procure or renew such insurance and pay any and all premiums in
connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole
discretion of the City, offset against funds due the Contractor from the City.
6.9 City Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits
than the minimums shown above, the City shall be insured for the full available limits of Commercial General
and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained
by the Contractor are greater than those required by this contract or whether any certificate of insurance
furnished to the City evidences limits of liability lower than those maintained by the Contractor.
6.10 Survival. The provisions of this Section shall survive the expiration or termination of this
Agreement.
7. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts,
designs, design specifications, records, files, computer disks, magnetic media or material which may
be produced or modified by Contractor while performing the Work shall belong to the City upon
delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver
all needed or contracted for work product upon the City's request. At the expiration or termination of this
Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall
be delivered to the City.
8. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and
documents which sufficiently and properly reflect all direct and indirect costs related to the performance
of the Work and maintain such accounting procedures and practices as may be deemed necessary by
the City to assure proper accounting of all funds paid pursuant to this Agreement. These records
shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized
representative, the State Auditor, or other governmental officials authorized by law to monitor this
Agreement.
9. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an
independent contractor and that the Contractor has the ability to control and direct the performance
and details of its work, the City being interested only in the results obtained under this Agreement. The
City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit
of employment, nor to pay any social security or other tax which may arise as an incident of employment.
Contractor shall take all necessary precautions and shall be responsible for the safety of its employees,
agents, and subcontractors in the performance of the contract work and shall utilize all protection
necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be
responsible for any loss of or damage to materials, tools, or other articles used or held for use in
connection with the work. The Contractor shall pay all income and other taxes due except as specifically
provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City,
regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be
deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or
if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required
form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any
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losses the City may sustain through the Contractor's failure to do so.
10. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional
services during the Term for other parties; however, such performance of other services shall not conflict
with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such
conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest
or a close family relationship with any City officer or employee who was, is, or will be involved in the
Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's
performance.
11. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment
made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination
by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors,
or representatives against any person because of sex, age (except minimum age and retirement provisions),
race, color, religion, creed, national origin, marital status, or the presence of any disability, including
sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in
relationship to hiring and employment. This requirement shall apply, but not be limited to the following:
employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection
for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of
Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504
of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or
local law or regulation regarding non-discrimination.
12. GENERAL PROVISIONS.
12.1 Interpretation and Modification. This Agreement, together with any attached Exhibits,
contains all of the agreements of the Parties with respect to any matter covered or mentioned in this
Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose.
Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the
terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted
for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions
of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or
illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall
remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement
that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is
hereby ratified as having been performed under the Agreement. No provision of this Agreement, including
this provision, may be amended, waived, or modified except by written agreement signed by duly authorized
representatives of the Parties.
12.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right
to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without
the prior written consent of the other Party. If the non-assigning party gives its consent to any
assignment, the terms of this Agreement shall continue in full force and effect and no further assignment
shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the
Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and
assigns. This Agreement is made and entered into for the sole protection and
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benefit of the Parties hereto. No other person or entity shall have any right of action or interest in
this Agreement based on any provision set forth herein.
12.3 Compliance with Laws. The Contractor shall comply with and perform the Services in
accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes,
ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended,
adopted, or made effective.
12.4 Enforcement. Time is of the essence of this Agreement and each and all of its
provisions in which performance is a factor. Adherence to completion dates set forth in the description
of the Services is essential to the Contractor's performance of this Agreement. Any notices required
to be given by the Parties shall be delivered at the addresses set forth at the beginning of this
Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited
in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the
United States mail shall be deemed received three (3) days after the date of mailing. Any remedies
provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative
with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist
upon strict performance of any of the covenants and agreements contained in this Agreement, or to
exercise any option conferred by this Agreement in one or more instances shall not be construed to be
a waiver or relinquishment of those covenants, agreements or options, and the same shall be and
remain in full force and effect. Failure or delay of the City to declare any breach or default immediately
upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default
does not act as a waiver of the City's right to declare another breach or default. This Agreement shall
be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the
Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive
means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and
jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in
writing to an alternative process. If the King County Superior Court does not have jurisdiction over such
a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party
consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives
any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising
from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in
defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award
provided by law; provided, however, however nothing in this paragraph shall be construed to limit the
Parties' rights to indemnification under Section 5 of this Agreement.
12.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This
Agreement may be executed in any number of counterparts, each of which shall be deemed an original and
with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be
construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary
to produce one such counterpart. The signature and acknowledgment pages from such counterparts may
be assembled together to form a single instrument comprised of all pages of this Agreement and a complete
set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have
executed a counterpart of this Agreement shall be the "date of mutual execution" hereof.
[Signature page follows]
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IN WITNESS, the Parties hereto have caused this agreement to be executed the day and year first
above written.
CITY OF AUBURN EMERALD DOWNS RACING LLC
________________________ _____________________________
Nancy Backus, Mayor Philip Ziegler, President
________________________ _____________________________
Date Date
ATTEST:
________________________
Shawn Campbell, City Clerk
APPROVED AS TO FORM:
_______________________________
Jason Whalen, City Attorney
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7/13/20257/14/2025
EXHIBIT "A"
SERVICES
The Service Provider shall provide a Gold Sponsorship program in 2025 for the City of Auburn which shall
include:
The $15,000 is earmarked as follows:
Auburn Lodging Tax funds will support Emerald Downs Racing LLC producing the ESPN program focusing
on the T-Rex World Championship being held at Emerald Downs on June 29th, 2025. Funding is for
marketing promotions, advertising, and support administration and operations of the event held by Emerald
Downs Racing LLC.
See proposal for additional details.
Not more than 10% of any lodging tax grant will be reimbursed for items bought by the contractor and
subsequently kept by organization members, planners, organizers, promoters, or others. These items could
include all types of clothing, hats, and/or other objects.
The City shall have the right to review and make suggestions to advertisements, banners, questionnaires
and other materials and services provided in connection with this Contract.
The Service Provider shall provide the City with copies of all materials developed pursuant to this Contract.
The copies of these materials shall meet the requirement of City ownership of work product as referenced
in Section 7 of this contract. All material will be printed no later than December 26, 2025.
The Service Provider shall provide a written summary report of the work completed in 2025 as well as any
and all other reports, documents and receipts requested by the City no later than December 31, 2025.
ACKNOWLEDGEMENT OF LODGING TAX FUNDING:
All advertising must include an acknowledgement that "The advertising is made possible, in part, by a City
of Auburn Lodging Tax Grant."
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EXHIBIT "B" COMPENSATION
The City shall pay to the Service Provider, as compensation for the services described
above, a total amount of not to exceed Fifteen Thousand Dollars ($15,000) payable upon
receipt of reimbursable receipts. Compensation will be completed through reimbursement
for approved services, and final payment may be held by the City until all reports are
received. Requests for reimbursement may be made on a monthly basis, but must be
received by the City no later than December 26, 2025. Only those services rendered within
the term of the contract and received by December 26, 2025 are reimbursable.
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