City Council Special Meeting

AGENDA City Council Special Meeting 7:00 PM - Monday, December 8, 2025 200 East Scott Avenue - Woodland, Washington Page I. CALL TO ORDER II. PLEDGE OF ALLEGIANCE III. ROLL CALL IV. PUBLIC HEARING A. Ordinance No. 1582 - 2026 Budget (Public Hearing) 2-7 Item-25-0157 Supporting Packet - Pdf V. AGENDA APPROVAL VI. ACTION ITEMS B. Ordinance No. 1582 - Adoption of 2026 Budget (Second and 8 - 13 Final Reading) Item-25-0164 Supporting Packet - Pdf C. Authorize the Mayor to Sign an Agreement with Downtown 14 - 23 Woodland Revitalization (DWR) to received $25,000 from Lodging Tax Funding. Item-25-0137 Supporting Packet - Pdf D. Authorize the Mayor to Sign an Agreement with Woodland 24 - 33 Chamber for the Woodland Visitor Center to received $25,000 from Lodging Tax Funding. Item-25-0136 Supporting Packet - Pdf VII. END MEETING Join Zoom Meeting https://zoom.us/j/97181981523?pwd=Nw9jenbyJDaMcxyG9L9uEyWvQLBJrY.1 Meeting ID: 971 8198 1523 Passcode: 441706 One tap mobile +12532158782,,97181981523#,,,,*441706# US (Tacoma) +12532050468,,97181981523#,,,,*441706# US Join instructions https://zoom.us/meetings/97181981523/invitations?signature=6T0HE4xJcsCK_Tuu9ruRAZuZt SAxWpzPUFZ7WICOU0o American with Disabilities Act (ADA) accommodations provided upon request. Those requiring special accommodations should contact the City Clerk Treasurer’s Office at 360-225-8281 by noon on the Thursday preceding the council meeting Page 1 of 33 Agenda Item Report Meeting Date: City Council Special Meeting - 08 Dec 2025 Department: Clerk-Treasurer Heading: PUBLIC HEARING Staff Contact: Amanda Hougan, City Clerk Subject: Ordinance No. 1582 - 2026 Budget (Public Hearing) Summary Statement: City Council and Staff have held several open public meeting workshops for the 2026 budget. For a recap of all the information that was presented, visit our website by clicking on the following link. https://www.ci.woodland.wa.us/clerktreasurer/page/2026-budget-information Next Steps: 12/8/2025 - Public Hearing 12/8/2025 - Second and Final Reading of Ordinance No. 1582 (If changes are requested the second and final reading will be on 12/15/2025) Financial Impact: Cost of Item: $0 Amount Budgeted: $0 Bars Code description: Unexpended Balance: $0 Attachments: Ordinance No. 1582 - 2026 Budget Page 2 of 33  ORDINANCE NO. 1582 AN ORDINANCE OF THE CITY OF WOODLAND, WASHINGTON ADOPTING THE 2026 BUDGET FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026. PROVIDING FOR SEVERABILITY, AND EFFECTIVE DATE. WHEREAS, the City of Woodland, Washington completed and placed on file with the City Clerk a proposed budget and estimate of the amount of moneys required to meet the public expenses, debt service payments and interest, reserve funds, and expenses of government of the City for the fiscal year ending December 31, 2026; and WHEREAS, the City Council held budget workshops on October 20th, 2025, November 3rd, 2025, and November 17th, 2025; and WHEREAS, a notice was published that the City Council would meet on December 1st, 2025 at 7:00 p.m., in the council chambers for the purpose of making and adopting a budget for said fiscal year and giving taxpayers within the limits of the City an opportunity to be heard in a public hearing upon said budget; and WHEREAS, the City Council did hold a public hearing at that time and place and did then consider the matter of the proposed budget for the fiscal year 2026; and WHEREAS, the proposed budget does not exceed the lawful limit of taxation allowed by law to be levied on the property within the City for the purposes set forth in the budget, and the estimated expenditures set forth in the budget being all necessary to carry on the government of the City for the fiscal year 2026 and being sufficient to meet the various needs of the City during that period; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF WOODLAND, WASHINGTON DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The budget for the City of Woodland, Washington for the year 2026 is hereby adopted at the fund level in its final form and content as set forth in Exhibit A, copies of which are on file in the Office of the City Clerk. SECTION 2. A summary of the total estimated revenues and appropriations, including fund balances for each separate fund of the City of Woodland, Washington for the year 2026 are set forth in Exhibit A which is attached hereto and incorporated herein by this reference. SECTION 3. A salary schedule for all employees is attached hereto as Exhibit B and incorporated herein by this reference. SECTION 4. The City Clerk is directed to transmit a certified copy of the budget hereby adopted to the State Auditors’ Office and to the Municipal Research and Services Center (MRSC). SECTION 5. Corrections. The City Clerk and the codifiers of this ordinance are authorized to make necessary clerical corrections to this ordinance including, but not limited to, the correction of scrivener’s/clerical errors, references, ordinance numbering. Section/subsection numbers and any references thereto. SECTION 6. Severability. If any section, subsection, paragraph, sentence, cluse, or phare of this ordinance is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining parts of this ordinance. Page 3 of 33  SECTION 7. Effective Date. This ordinance shall be in full force and take effect 5 days after its publication. Passed by the City Council of Woodland, at a regular meeting thereof this 15th day of December, 2025. ______________________________ TODD DINEHART, MAYOR ATTEST: ______________________________ AMANDA HOUGAN, CITY CLERK CITY ATTORNEY: ______________________________ EMILY GUILDNER Page 4 of 33  Exhibit A FUND LEVEL BUDGET WITH FUND BALANCES AND TRANSFERS Fund Estimated Estimated Appropriations/ Estimated Beginning Fund Revenues Expenditures Ending Fund Balance Balance General Fund 001 2,214,321.58 7,632,625.00 7,448,131.00 2,398,815.58 Park Fund 101 - 272,019.00 272,019.00 - Street Fund 104 - 1,472,991.00 1,472,077.00 914.00 Document Recording 6,152.74 7,000.00 7,000.00 6,152.74 Fee Fund 105 Hotel/Motel Tax Fund 93,554.00 65,000.00 65,000.00 93,554.00 107 Debt Service Funds 1,510,702.00 244,426.00 519,426.00 1,235,702.00 2xx Capital Projects Funds 3,616,350.00 5,674,893.00 4,274,202.00 5,017,041.00 32x-33x Impact Fees Fire 226,670.00 284,000.00 244,426.00 266,244.00 Fund 351 Impact Fees Park Fund 155,007.00 366,400.00 - 521,407.00 352 Impact Fees 224,239.00 3,900,000.00 - 4,124,239.00 Transportation Fund 353 Water 401 1,692,192.00 3,571,096.00 3,463,247.00 1,800,041.00 Sewer Fund 402 5,264,649.00 3,148,160.00 3,148,160.00 5,264,649.00 Stormwater Fund 404 85,779.41 115,000.00 115,000.00 85,779.41 Water Reserves 421 736,218.66 630,000.00 - 1,366,218.66 Sewer Reserves 421 477,809.25 780,000.00 - 1,257,809.25 Total All Funds 16,303,644.64 28,163,610.00 21,028,688.00 23,438,566.64 Page 5 of 33  Exhibit B 2026 SALARY SCHEDULE Position Number of Salary/Hourly Range Positions Administrative Staff City Clerk 1 $7,169 - $9,259 City Treasurer 1 $7,169 - $9,259 Community Development Director 1 $8,775 - $11,334 Police Chief 1 $9,797 - $12,653 Public Works Director 1 $9,797 - $12,653 Lieutenant 0 $8,911 - $11,509 Clerks Clerk I 0 $23.58 - $26.53 Clerk II 2 $25.11 - $28.26 Clerk III 1 $27.00 - $30.39 Clerk IV 4 $29.69 - $33.42 Code Enforcement officer Part Time 0 $23.06 - $25.96 Planning Assistant 0 $19.73 - $22.29 Community Service Officer (CSO) 0 $24.88 - $28.13 Public Works Utility Service Worker I 2 $27.82 - $31.31 Utility Service Worker II 3 $31.81 - $35.80 Engineering Tech I 0 $34.61 - $38.95 Engineering Tech II 1 $38.94 - $43.84 Engineering Tech III 0 $43.98 - $49.50 Mechanic 0 $34.77 - $39.14 Lead Mechanic 1 $47.70 - $53.68 Treatment Plant Operator 2 $35.02 - $39.42 Treatment Plant Manager 0 $36.23 - $40.77 Plant Superintendent 2 $47.70 - $53.68 Assistant Public Work Lead Worker 0 $34.61 - $38.95 Public Works Lead Worker 1 $38.56 - $43.40 Public Works Operations Superintendent 1 $47.70 - $53.68 Building Inspector 0 $25.53 - $28.74 Page 6 of 33 Position Number of Monthly Salary Range Positions Police Police Officer 12 $7,151.14 - $9,189.04 Police Sergeant 3 $10,087.89 - $10,450.85 Page 7 of 33 Agenda Item Report Meeting Date: City Council Special Meeting - 08 Dec 2025 Department: Clerk-Treasurer Heading: ACTION ITEMS Staff Contact: Amanda Hougan, City Clerk Subject: Ordinance No. 1582 - Adoption of 2026 Budget (Second and Final Reading) Summary Statement: City Council and Staff have held several open public meeting workshops for the 2026 budget. For a recap of all the information that was presented, visit our website by clicking on the following link. https://www.ci.woodland.wa.us/clerktreasurer/page/2026-budget-information Completed: 12/1/2025 - Public Hearing 12/1/2025 - First Reading of Ordinance No. 1582 - Passed Next Steps: 12/8/2025 - Public Hearing 12/8/2025 - Second and Final Reading of Ordinance No. 1582 (If changes are requested the second and final reading will be on 12/15/2025) Financial Impact: Cost of Item: $0 Amount Budgeted: $0 Bars Code description: Unexpended Balance: $0 Attachments: Ordinance No . 1582 - 2026 Budget Page 8 of 33  ORDINANCE NO. 1582 AN ORDINANCE OF THE CITY OF WOODLAND, WASHINGTON ADOPTING THE 2026 BUDGET FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026. PROVIDING FOR SEVERABILITY, AND EFFECTIVE DATE. WHEREAS, the City of Woodland, Washington completed and placed on file with the City Clerk a proposed budget and estimate of the amount of moneys required to meet the public expenses, debt service payments and interest, reserve funds, and expenses of government of the City for the fiscal year ending December 31, 2026; and WHEREAS, the City Council held budget workshops on October 20th, 2025, November 3rd, 2025, and November 17th, 2025; and WHEREAS, a notice was published that the City Council would meet on December 1st, 2025 at 7:00 p.m., in the council chambers for the purpose of making and adopting a budget for said fiscal year and giving taxpayers within the limits of the City an opportunity to be heard in a public hearing upon said budget; and WHEREAS, the City Council did hold a public hearing at that time and place and did then consider the matter of the proposed budget for the fiscal year 2026; and WHEREAS, the proposed budget does not exceed the lawful limit of taxation allowed by law to be levied on the property within the City for the purposes set forth in the budget, and the estimated expenditures set forth in the budget being all necessary to carry on the government of the City for the fiscal year 2026 and being sufficient to meet the various needs of the City during that period; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF WOODLAND, WASHINGTON DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. The budget for the City of Woodland, Washington for the year 2026 is hereby adopted at the fund level in its final form and content as set forth in Exhibit A, copies of which are on file in the Office of the City Clerk. SECTION 2. A summary of the total estimated revenues and appropriations, including fund balances for each separate fund of the City of Woodland, Washington for the year 2026 are set forth in Exhibit A which is attached hereto and incorporated herein by this reference. SECTION 3. A salary schedule for all employees is attached hereto as Exhibit B and incorporated herein by this reference. SECTION 4. The City Clerk is directed to transmit a certified copy of the budget hereby adopted to the State Auditors’ Office and to the Municipal Research and Services Center (MRSC). SECTION 5. Corrections. The City Clerk and the codifiers of this ordinance are authorized to make necessary clerical corrections to this ordinance including, but not limited to, the correction of scrivener’s/clerical errors, references, ordinance numbering. Section/subsection numbers and any references thereto. SECTION 6. Severability. If any section, subsection, paragraph, sentence, cluse, or phare of this ordinance is declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining parts of this ordinance. Page 9 of 33  SECTION 7. Effective Date. This ordinance shall be in full force and take effect 5 days after its publication. Passed by the City Council of Woodland, at a regular meeting thereof this 15th day of December, 2025. ______________________________ TODD DINEHART, MAYOR ATTEST: ______________________________ AMANDA HOUGAN, CITY CLERK CITY ATTORNEY: ______________________________ EMILY GUILDNER Page 10 of 33  Exhibit A FUND LEVEL BUDGET WITH FUND BALANCES AND TRANSFERS Fund Estimated Estimated Appropriations/ Estimated Beginning Fund Revenues Expenditures Ending Fund Balance Balance General Fund 001 2,214,321.58 7,632,625.00 7,448,131.00 2,398,815.58 Park Fund 101 - 272,019.00 272,019.00 - Street Fund 104 - 1,472,991.00 1,472,077.00 914.00 Document Recording 6,152.74 7,000.00 7,000.00 6,152.74 Fee Fund 105 Hotel/Motel Tax Fund 93,554.00 65,000.00 65,000.00 93,554.00 107 Debt Service Funds 1,510,702.00 244,426.00 519,426.00 1,235,702.00 2xx Capital Projects Funds 3,616,350.00 5,674,893.00 4,274,202.00 5,017,041.00 3xx-33x Impact Fees Fire 226,670.00 284,000.00 244,426.00 266,244.00 Fund 351 Impact Fees Park Fund 155,007.00 366,400.00 - 521,407.00 352 Impact Fees 224,239.00 3,900,000.00 - 4,124,239.00 Transportation Fund 353 Water 401 1,692,192.00 3,571,096.00 3,463,247.00 1,800,041.00 Sewer Fund 402 5,264,649.00 3,148,160.00 3,148,160.00 5,264,649.00 Stormwater Fund 404 85,779.41 115,000.00 115,000.00 85,779.41 Water Reserves 421 736,218.66 630,000.00 - 1,366,218.66 Sewer Reserves 421 477,809.25 780,000.00 - 1,257,809.25 Total All Funds 16,303,644.64 28,163,610.00 21,028,688.00 23,438,566.64 Page 11 of 33  Exhibit B 2026 SALARY SCHEDULE Position Number of Salary/Hourly Range Positions Administrative Staff City Clerk 1 $7,169 - $9,259 City Treasurer 1 $7,169 - $9,259 Community Development Director 1 $8,775 - $11,334 Police Chief 1 $9,797 - $12,653 Public Works Director 1 $9,797 - $12,653 Lieutenant 0 $8,911 - $11,509 Clerks Clerk I 0 $23.58 - $26.53 Clerk II 2 $25.11 - $28.26 Clerk III 1 $27.00 - $30.39 Clerk IV 4 $29.69 - $33.42 Code Enforcement officer Part Time 0 $23.06 - $25.96 Planning Assistant 0 $19.73 - $22.29 Community Service Officer (CSO) 0 $24.88 - $28.13 Public Works Utility Service Worker I 2 $27.82 - $31.31 Utility Service Worker II 3 $31.81 - $35.80 Engineering Tech I 0 $34.61 - $38.95 Engineering Tech II 1 $38.94 - $43.84 Engineering Tech III 0 $43.98 - $49.50 Mechanic 0 $34.77 - $39.14 Lead Mechanic 1 $47.70 - $53.68 Treatment Plant Operator 2 $35.02 - $39.42 Treatment Plant Manager 0 $36.23 - $40.77 Plant Superintendent 2 $47.70 - $53.68 Assistant Public Work Lead Worker 0 $34.61 - $38.95 Public Works Lead Worker 1 $38.56 - $43.40 Public Works Operations Superintendent 1 $47.70 - $53.68 Building Inspector 0 $25.53 - $28.74 Page 12 of 33 Position Number of Monthly Salary Range Positions Police Police Officer 12 $7,151.14 - $9,189.04 Police Sergeant 3 $10,087.89 - $10,450.85 Page 13 of 33 Agenda Item Report Meeting Date: City Council Special Meeting - 08 Dec 2025 Department: Clerk-Treasurer Heading: ACTION ITEMS Staff Contact: Amanda Hougan, City Clerk Subject: Authorize the Mayor to Sign an Agreement with Downtown Woodland Revitalization (DWR) to received $25,000 from Lodging Tax Funding. Summary Statement: On October 22nd, 2025, the Lodging Tax Advisory Committee (LTAC) met and discussed City Council's proposal for the DWR to receive $25,000 of the Lodging tax funds. The LTAC voted 3 to 2 for the disbursement of $25,000 to the DWR. Financial Impact: Cost of Item: $0 Amount Budgeted: $0 Bars Code description: Unexpended Balance: $0 Attachments: Downtown Woodland Revitalization LTAC 2025 Agreement for 2026 Page 14 of 33  TOURISM PROMOTION AGREEMENT WITH THE CITY OF WOODLAND THIS AGREEMENT is made by and between the City of Woodland, Washington, hereinafter referred to as "City," and Downtown Woodland Revitalization, hereinafter referred to as "Entity," jointly referred to as "Parties." DEFINITIONS 1. Tourism Promotion. “Tourism promotion” means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. 2. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of the City of Woodland which is allocated to Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for City and Entity to promote tourism in the City of Woodland. City agrees to make funds available to Entity for the purpose of tourism promotion in an effort to attract visitors and create business and revenue in the City of Woodland. 2. Administration. The City Clerk shall administer and be the primary contact for Entity regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. Entity shall use the funds received from City for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by Entity to the City and approved by the Lodging Tax Advisory Committee, attached as Exhibit 1 and incorporated herein by reference. Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. City has relied upon the representations made by Entity in the proposal. By execution of this Agreement, Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of City. City shall make decisions and carry out its other responsibilities in a timely manner. Page 1 of 9 Page 15 of 33  4. Reporting. RCW 67.28.1816 as amended includes reporting requirements for the Entity and the City on the use of funds distributed pursuant to this Agreement and the estimated and actual number of increased visitors. These reports are required to be provided from the Entity to City and from the City to the Joint Legislative Audit and Review Committee (JLARC). The following provisions allow the Entity and City to meet their respective requirements under RCW 67.28.1816. A. Estimated Increase in Visitors. As part of its LTAC application (Exhibit 1), the Entity shall provide the City with an estimate of the number of visitors resulting from the use of funds under this Agreement. The estimated number of visitors provided shall be consistent with the Entity’s proposal to the City for lodging tax funds, to the extent such estimates were provided therein. B. Final Report on Increase in Visitors. Upon completion of the tourism promotion as specified in Exhibit 1 of this Agreement, but no later than the last working day in September of the year funding was received, the Entity shall complete a report substantially in the form of Exhibit 2 and provide to the City a final report of the number of visitors resulting from the use of funds under this Agreement and expenditures and uses of funds under this Agreement. The numbers of visitors shall be based on an actual count, or if it is not practical to make an actual count, a good faith best-estimate of the number of visitors resulting from the use of funds under this Agreement. The final report shall describe the methods used to determine the actual number of visitors, or in the event such numbers were determined from an estimate, the methods used to determine such estimates. C. City Reporting. The City shall provide the Entity’s estimates in Exhibit 1 and final report in Exhibit 2 to JLARC as part of its annual report. 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Entity will accept modifications consistent with state and local law when directed orally or in writing by the City Clerk or designee. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution, and shall remain in effect until terminated either by Entity expending the allocated City funds or on December 31st 2026. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the City that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, City shall cease and desist from distributing any further funds to Entity for work performed or otherwise. 7. Compensation. City agrees to pay Entity an amount not to exceed Twenty-Five thousand dollars and zero cents ($2 5 , 0 0 0 . 00), as agreed to by the City Council. 8. Payment. City shall pay the Entity upon presentation of an invoice to City with the proof of expenses attached (i.e invoices paid by the Entity to its vendors). The Entity may invoice the City on a monthly, quarterly, or yearly basis. However, the final invoice submitted by the Entity to the City must be accompanied by Exhibit 2 and must be submitted no later than December 18, 2025. The Entity shall be responsible for showing that the City funds were used for tourism promotion or Page 2 of 9 Page 16 of 33 activities as listed in Exhibit 1. City reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the City Clerk or designee to be noncompliant with the scope of work, City standards, and City ordinances, or federal or state law. 9. Notice. Notice shall be given in writing as follows: TO CITY: TO ENTITY: Name: Downtown Woodland Recitalization Name: City of Woodland Phone Number: 360-225-8281 Phone Number:360-910-2275 Address: PO Box 9 Address: PO Box 1041 Woodland, WA 98674 Woodland, WA 98674 Email: dwr98674@gmail.com Email: accounting@ci.woodland.wa.us 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed and declared that Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Entity. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Entity. Entity shall be solely responsible for the conduct and actions of all employees of Entity under this Agreement and any liability that may attach thereto. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Entity's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Insurance. Entity 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 Entity, its agents, representatives, employees or subcontractors. A. Failure to Maintain Insurance. Failure on the part of the Entity to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five days’ written notice to Entity to cure the breach, immediately terminate the Agreement or, at the City’s 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 Entity from the City. 14. Indemnification and Hold Harmless. Entity shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, Page 3 of 9 Page 17 of 33 actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Entity, Entity's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City’s agents or employees, and (b) Entity, Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Entity, Entity's agents, subcontractors, subconsultants and employees. Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. 15. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 16. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18. Confidentiality. Entity may, from time to time, receive information which is deemed by the City to be confidential. Entity shall not disclose such information without the prior Page 4 of 9 Page 18 of 33 express written consent of the City or upon order of a Court of competent jurisdiction. 19. Cost and Attorney’s Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney’s fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 21. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: Exhibit 1: LTAC Application Exhibit 2: Final Report on Number of Visitors (to be submitted to the City Clerk no later than December 18th, 2026 in the year that funds were awarded) The Parties have executed this Agreement this day of , 2025. CITY OF WOODLAND Entity: Todd Dinehart, Mayor By Its: Authorized Representative ATTEST: __________________________________ Amanda Hougan, City Clerk APPROVED AS TO FORM: _________________________________ Emily Guildner, City Attorney Page 5 of 9 Page 19 of 33  Exhibit 1 ON FILE WITH CITY CLERK Page 6 of 9 Page 20 of 33  Exhibit 2 Due by December 18th, 2026 Final Report on Numbers of Visitors and Paid Room Nights Actual (or Estimated) Total Overall Attendance Select the method used to determine the attendance from the chart below. ** Attendees who traveled 50 miles or more to attend Total Of total, attendees who traveled from another state or country Select the method used to determine the attendance from the chart below. ** Attendees who stayed overnight Paid Accommodations Unpaid Accommodations Select the method used to determine the attendance from the chart below. ** Paid Lodging Nights* *one lodging night = one or more persons occupying one room for one night Select the method used to determine the attendance from the chart below. ** Page 7 of 9 Page 21 of 33 *JLARC defines the Paid Lodging Night as “One Lodging night = one or more persons occupying one room for one night” **Methods in determining actual or estimated number of visitors and/or paid room nights: Direct Count: Actual count of visitors using methods such as paid admissions or registrations, clicker counts at entry points, vehicle counts or number of chairs filled. A direct count may also include information collected directly from businesses, such as hotels, restaurants or tour guides, likely to be affected by an event. Indirect Count: Estimate based on information related to the number of visitors such as raffle tickets sold, redeemed discount certificates, brochures handed out, police requirements for crowd control or visual estimates. Representative Survey: Information collected directly from individual visitors/ participants. A representative survey is a highly structured data collection tool, based on a defined random sample of participants, and the results can be reliably projected to the entire population attending an event and includes margin of error and confidence level. Informal Survey: Information collected directly from individual visitors or participants in a non-random manner that is not representative of all visitors or participants. Informal survey results cannot be projected to the entire visitor population and provide a limited indicator of attendance because not all participants had an equal chance of being included in the survey. Structured Estimate: Estimate produced by computing known information related to the event or location. For example, one jurisdiction estimated attendance by dividing the square footage of the event area by the international building code allowance for persons (3 square feet). Other: (please describe) Page 8 of 9 Page 22 of 33  Exhibit 2 - continued Use of Funds Please complete the following table with amount of funds received under this Agreement, Entity matching amounts for the same event, festival, or purpose, and total amount spent for each category: LTAC AMOUNT ENTITY CATEGORY RECEIVED MATCH TOTAL To be filled out by Public/Municipal Agencies: 1. Municipality tourism marketing $ $ $ 2. Municipality event and festivals $ $ $ 3. Municipality facilities (operations and capital) $ $ $ To be filled out by Non-Profit Agencies: 4. Non-municipal entities promoting and advertising tourism $ $ $ 5. Non-municipal entities for marketing and operating events and festivals $ $ $ 6. Non-municipal entities for operations of tourism-related facilities owned by non-profit organizations $ $ $ TOTALS $ $ $ Page 9 of 9 Page 23 of 33 Agenda Item Report Meeting Date: City Council Special Meeting - 08 Dec 2025 Department: Clerk-Treasurer Heading: ACTION ITEMS Staff Contact: Amanda Hougan, City Clerk Subject: Authorize the Mayor to Sign an Agreement with Woodland Chamber for the Woodland Visitor Center to received $25,000 from Lodging Tax Funding. Summary Statement: On October 22nd, 2025, the Lodging Tax Advisory Committee (LTAC) met and discussed City Council's proposal for the Woodland Visitor Center to receive $25,000 of the Lodging tax funds. The LTAC voted 3 to 2 for the disbursement of $25,000 to the Woodland Visitor Center. Financial Impact: Cost of Item: $0 Amount Budgeted: $0 Bars Code description: Unexpended Balance: $0 Attachments: Woodland Chamber of Commerce LTAC 2025 Agreement for 2026 Page 24 of 33  TOURISM PROMOTION AGREEMENT WITH THE CITY OF WOODLAND THIS AGREEMENT is made by and between the City of Woodland, Washington, hereinafter referred to as "City," and Woodland Chamber of Commerce/Tourist Center, hereinafter referred to as "Entity," jointly referred to as "Parties." DEFINITIONS 1. Tourism Promotion. “Tourism promotion” means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. 2. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of the City of Woodland which is allocated to Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for City and Entity to promote tourism in the City of Woodland. City agrees to make funds available to Entity for the purpose of tourism promotion in an effort to attract visitors and create business and revenue in the City of Woodland. 2. Administration. The City Clerk shall administer and be the primary contact for Entity regarding terms of this Agreement. For good cause, as solely determined by City, City may direct that Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. Entity shall use the funds received from City for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by Entity to the City and approved by the Lodging Tax Advisory Committee, attached as Exhibit 1 and incorporated herein by reference. Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. City has relied upon the representations made by Entity in the proposal. By execution of this Agreement, Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of City. City shall make decisions and carry out its other responsibilities in a timely manner. Page 1 of 9 Page 25 of 33  4. Reporting. RCW 67.28.1816 as amended includes reporting requirements for the Entity and the City on the use of funds distributed pursuant to this Agreement and the estimated and actual number of increased visitors. These reports are required to be provided from the Entity to City and from the City to the Joint Legislative Audit and Review Committee (JLARC). The following provisions allow the Entity and City to meet their respective requirements under RCW 67.28.1816. A. Estimated Increase in Visitors. As part of its LTAC application (Exhibit 1), the Entity shall provide the City with an estimate of the number of visitors resulting from the use of funds under this Agreement. The estimated number of visitors provided shall be consistent with the Entity’s proposal to the City for lodging tax funds, to the extent such estimates were provided therein. B. Final Report on Increase in Visitors. Upon completion of the tourism promotion as specified in Exhibit 1 of this Agreement, but no later than the last working day in September of the year funding was received, the Entity shall complete a report substantially in the form of Exhibit 2 and provide to the City a final report of the number of visitors resulting from the use of funds under this Agreement and expenditures and uses of funds under this Agreement. The numbers of visitors shall be based on an actual count, or if it is not practical to make an actual count, a good faith best-estimate of the number of visitors resulting from the use of funds under this Agreement. The final report shall describe the methods used to determine the actual number of visitors, or in the event such numbers were determined from an estimate, the methods used to determine such estimates. C. City Reporting. The City shall provide the Entity’s estimates in Exhibit 1 and final report in Exhibit 2 to JLARC as part of its annual report. 5. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Entity will accept modifications consistent with state and local law when directed orally or in writing by the City Clerk or designee. 6. Term of Contract. This Agreement shall be in full force and effect upon full execution, and shall remain in effect until terminated either by Entity expending the allocated City funds or on December 31st 2026. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the City that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, City shall cease and desist from distributing any further funds to Entity for work performed or otherwise. 7. Compensation. City agrees to pay Entity an amount not to exceed Twenty-Five thousand dollars and zero cents ($2 5 , 0 0 0 . 00), as agreed to by the City Council. 8. Payment. City shall pay the Entity upon presentation of an invoice to City with the proof of expenses attached (i.e invoices paid by the Entity to its vendors). The Entity may invoice the City on a monthly, quarterly, or yearly basis. However, the final invoice submitted by the Entity to the City must be accompanied by Exhibit 2 and must be submitted no later than December 18, 2025. The Entity shall be responsible for showing that the City funds were used for tourism promotion or Page 2 of 9 Page 26 of 33 activities as listed in Exhibit 1. City reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the City Clerk or designee to be noncompliant with the scope of work, City standards, and City ordinances, or federal or state law. 9. Notice. Notice shall be given in writing as follows: TO CITY: TO ENTITY: Name: Woodland Chamber of Commerce Name: City of Woodland Phone Number: 360-225-8281 Phone Number:360-225-9552 Address: PO Box 9 Address: PO Box 1012 Woodland, WA 98674 Woodland, WA 98674 Email:keith@woodlandwachamber.com Email: accounting@ci.woodland.wa.us 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed and declared that Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of Entity. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Entity. Entity shall be solely responsible for the conduct and actions of all employees of Entity under this Agreement and any liability that may attach thereto. 12. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Entity's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Insurance. Entity 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 Entity, its agents, representatives, employees or subcontractors. A. Failure to Maintain Insurance. Failure on the part of the Entity to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving at least five days’ written notice to Entity to cure the breach, immediately terminate the Agreement or, at the City’s 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 Entity from the City. 14. Indemnification and Hold Harmless. Entity shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, Page 3 of 9 Page 27 of 33 actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Entity, Entity's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Entity's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RCW 4.24.115. Entity's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City’s agents or employees, and (b) Entity, Entity's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Entity, Entity's agents, subcontractors, subconsultants and employees. Entity's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim-related expenses. Entity specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Entity's waiver of immunity under this provision extends only to claims against Entity by City, and does not include, or extend to, any claims by Entity's employees directly against Entity. Entity hereby certifies that this indemnification provision was mutually negotiated. 15. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 16. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 17. Subcontracts. Except as otherwise provided herein, Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 18. Confidentiality. Entity may, from time to time, receive information which is deemed by the City to be confidential. Entity shall not disclose such information without the prior Page 4 of 9 Page 28 of 33 express written consent of the City or upon order of a Court of competent jurisdiction. 19. Cost and Attorney’s Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney’s fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 21. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: Exhibit 1: LTAC Application Exhibit 2: Final Report on Number of Visitors (to be submitted to the City Clerk no later than December 18th, 2026 in the year that funds were awarded) The Parties have executed this Agreement this day of , 2025. CITY OF WOODLAND Entity: Todd Dinehart, Mayor By Its: Authorized Representative ATTEST: __________________________________ Amanda Hougan, City Clerk APPROVED AS TO FORM: _________________________________ Emily Guildner, City Attorney Page 5 of 9 Page 29 of 33  Exhibit 1 ON FILE WITH CITY CLERK Page 6 of 9 Page 30 of 33  Exhibit 2 Due by December 18th, 2026 Final Report on Numbers of Visitors and Paid Room Nights Actual (or Estimated) Total Overall Attendance Select the method used to determine the attendance from the chart below. ** Attendees who traveled 50 miles or more to attend Total Of total, attendees who traveled from another state or country Select the method used to determine the attendance from the chart below. ** Attendees who stayed overnight Paid Accommodations Unpaid Accommodations Select the method used to determine the attendance from the chart below. ** Paid Lodging Nights* *one lodging night = one or more persons occupying one room for one night Select the method used to determine the attendance from the chart below. ** Page 7 of 9 Page 31 of 33 *JLARC defines the Paid Lodging Night as “One Lodging night = one or more persons occupying one room for one night” **Methods in determining actual or estimated number of visitors and/or paid room nights: Direct Count: Actual count of visitors using methods such as paid admissions or registrations, clicker counts at entry points, vehicle counts or number of chairs filled. A direct count may also include information collected directly from businesses, such as hotels, restaurants or tour guides, likely to be affected by an event. Indirect Count: Estimate based on information related to the number of visitors such as raffle tickets sold, redeemed discount certificates, brochures handed out, police requirements for crowd control or visual estimates. Representative Survey: Information collected directly from individual visitors/ participants. A representative survey is a highly structured data collection tool, based on a defined random sample of participants, and the results can be reliably projected to the entire population attending an event and includes margin of error and confidence level. Informal Survey: Information collected directly from individual visitors or participants in a non-random manner that is not representative of all visitors or participants. Informal survey results cannot be projected to the entire visitor population and provide a limited indicator of attendance because not all participants had an equal chance of being included in the survey. Structured Estimate: Estimate produced by computing known information related to the event or location. For example, one jurisdiction estimated attendance by dividing the square footage of the event area by the international building code allowance for persons (3 square feet). Other: (please describe) Page 8 of 9 Page 32 of 33  Exhibit 2 - continued Use of Funds Please complete the following table with amount of funds received under this Agreement, Entity matching amounts for the same event, festival, or purpose, and total amount spent for each category: LTAC AMOUNT ENTITY CATEGORY RECEIVED MATCH TOTAL To be filled out by Public/Municipal Agencies: 1. Municipality tourism marketing $ $ $ 2. Municipality event and festivals $ $ $ 3. Municipality facilities (operations and capital) $ $ $ To be filled out by Non-Profit Agencies: 4. Non-municipal entities promoting and advertising tourism $ $ $ 5. Non-municipal entities for marketing and operating events and festivals $ $ $ 6. Non-municipal entities for operations of tourism-related facilities owned by non-profit organizations $ $ $ TOTALS $ $ $ Page 9 of 9 Page 33 of 33