HomeMy WebLinkAboutAgreements/Contracts - BOCC (004)K22-074
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LTAC GRANT #: 2022-12
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THIS AGREEMENT is made by and between the Grant County, a non -charter Cout-ity of the State
of Washington, hereinafter referred to as "County," and Grant County, hereinafter referred to as
"The Entity," jointly referred to as "Parties,"
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures
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designed to increase tourism, including but not limited to advertising, publicizing, or otherwise
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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.
Fund(s). Vu-nd(s)" is defined as any amount of compensation derived from. the lodging tax monies
of Grant County which is allocated to the Entity for tourism promotion.
IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and
agree as follows:
se!2f AsEreement. The purpose of this Agreement is for the County and the Entity
to promote. tourism in Grant County. The County agrees to make funds available to the Entity for
the purpose of tdukism promotion to attract'visitors o' to create business and revenue M
Grant County,
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0. , Administration. The Board of County Commissioners Office shall administer and be the
primary contact for The Entity regarding terms of this Agreement, For good cause, as solely
determined by the County, the County may direct that the Entity is no longer entitled to the use of
said funds for tourism promotion and terminate this Agreement.
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gepresentati�. The Entity shall use the funds received from the County for tour
promotion and advertising solely for the purposes and in accordance with the proposal submitted
by the Entity to the County. The Entity shall perforn-i the services and work set forth in theproposal
and promptly cure any failure in performance. The County has relied upon the representations
made by the Entity in the proposal. By execution of this Agreement, the 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 shalt be made
without the written consent of the County. The County shall make decisions and carry out its other
responsibilities in a timely manner.
4. Repoting
r. RCW 67.28.1816 as amended includes reporting requirements for theEntity
and the County . 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
the County and from the County to the Joint Legislative Audit and Review Committee QLARC).
D
R Es -w C E IN`
Tho following provisions allow the Entity and The County to meet their respective requirements
under RCW 67.28.1816.
A. Estimated Increase in Visitors. As part of its LTAapplication, the Entity shall
provide the County with an estimate of the number of visitors resulting from, the use of
hinds under this Agreement. The estimated number of visitors provided shall be consistent
with the Entity's proposal to the County for lodging tax funds, to the extent such estimates
were provided therein.
BN . Final Report on Increase in Visitors. Upon completion of the tourism promotion as
specified with the application and this Agreement, but no later than the last working day in
15t11 day of December of the year funding was received, the Entity shall complete a report
substantially and provide to the County 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 cowit, 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
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determined trom an estimate, the methods used to determine such estimates.
C. The County Reporting, The County shall provide the Entity's esthnates in final
report to JLARC as part oaf'ts annual report.
D. All reimbursement requests must, include 'invoice.,W receipt of payment and/or tear
shoot to provide proof of request, payment and use. All reimbursement requests must be
submitted on an itemized invoice.
50 Modifications. The County may modify this Agreement and order changes in the work
whenever necessary or advisable. The Entity will accept modifications consistent with state and
local law when directed orally or in writing by the County Commissioners or designee.
6* Term of Contract. This Agreemont shall be in full force and effect upon fall execution
and shall remain in effect until terminated either by The Entity expending the allocated County
funds or completion of the tourism promotion activities. Either Party may terminate this
Agreement by 30 days written notice to the other Party or with no notice upon a detemaination by
the County 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, the County shall cease and desist from distributing
any further funds to The Entity for work performed or otherwise. The County shall make payment
for all work satisfactorily perfonned up to the time of termination,
7, �C ensation. The County agrees to pay the Entity an amount not to exceed $40,000.00
, as recommend by the LTAC and approved by the County Coinmissioners.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
8. Pa invoice to the County.
N;rment. The County shall pay the Entity upon presentat'on of an
The Entity shall be responsible for showing that the County -funds were used for tourism
expenses sement
promotion. The proof of ex shall be forwarded for reimbur to the L Clerk, as
part of required reporting, at the below -stated address. no later than 60 -days from the completion
ofyour event and/or no later than the 1, 5t" day of December in the year that funds were awarded
for year around -promotion.,
The County tes* erv.Qs the right to witl-d-io'ld payment of Rinds under tl-ds Agreement which is
deteh-wined in the reasonable judgment of the LTAC or desi�znee to be noncompliant with -the -scope
of work the County standards, and the County ounty ordinances, or federal or state -law.
9. Notice. Notice shall be giv'en'' in w fitn'ig as. follows:
TO THE, COUNTY:
Name:LTA Clerk
Pho'ne Number': 50.9-754-2011., x2931
Address: 3.5 C Street NW / PO Box 37
Ephrata, WA 98823
Email: LTAC@granteountywa.gov
TO THE ENTITY:
Jim McKiernan
-N. 509-237-2672
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3953 Airway Drive NE,
Moses Lake, WA 98837
kiernan@grantcountywa.gov
)CMC
101 Apj2ficable LaNvs and Standards. The Parties., in the performance of this Agroeme-nt,
agree to comply:with all applicableo
federal, -state, and local laws, ordinances, and regulations.
11, Relationship of the Parties. It is understood, agreed and. declaked that the Elifityl its
employeds agentsand assi s shall. be an m'dependent contractor and not the agent or dri,
eats .... - .. - I- . dri, gl
of the Co.ity, that the County is interested in only the results to be :achieved,. 'and that the -fight to
control the particularinann.er, method, and means in which the services are performed -is- soler
within the discretion of the Entity. Any .and all employees Who provide services to? the County
under thin Agreement shall be deersolely employees slely of the :Entity. The Entity shall be solely
responsible for the conduct and actions of all employees of the Entity Under this Agreement and
any liability that may attach thereto.
12* Records. The County or State Auditor or any of their representatives shall have hill access
"fli respect to and the fight to examine during normal business hours all of the Entity's records Nv.1. espect to
all matters covered. in this Agreement. Such representatives shall be permitted to aiidit 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 flitee- years
ftom the date final payment is made hereunder.
13. Index wifflication and Hold Harmless. The Entity shall, at Its 'Sole expense, defend,
indemnify and hold harmless the County and its officers, agents, and employees, from any and all
claims, actions, suits, I 'lability, loss, costs, attorney's fees and costs of litigation, exp-ens.es, 'injuries,
and damages of any nature whatsoever relating to or afising out of the wrongful or negligent acts,
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errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors,
sub consultants and employees to the ftillest extent permitted by law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the County
or the County's agents or employees pursuant to RCW 4.24.115,
The Entity's duty to defend, 'indemnify and hold harmless the County against liability for damages
arising out of such services caused by the concurrent negligence of (a) the County or the County's
agents or employees, and (b) the 'Entity, the Entity's agents, subcontractors, subeonsultants and
employees, shall apply only to. the extent of the negligence of the Entity, the Entity's agents,
subcontractor8, subconsultants and employees.
The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims,
demands, losses and liability to which it applies, the County's personnel -related costs, reasonable
attorneys' fees, and the reasonable value of any services rendered by the office of the County
Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim -
related expenses,
The Entity specifically and expressly waives any humunity 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 lirni'tation 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 the Entity's waiver of immunity under this provision
extends only to claims against the Entity by the County, and does not include, or extend to, any
claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this
indemnification provision was, mutually negotiated.
14. Wai-ver. 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 1n this Agreement or by law, shall be taken and construed
as munulative, 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 tilue
performance by the other P arty o f any provision hereof shall in no way b e construed to be a waiver
of such provisions nor shall it affect the validity of this Agreement or any part thereof.
15. As ent and Dele 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,
t6, Subcontracts. Except as otherwise provided herein, the Entity shall not enter into
subcontracts for any of the work contemplated under this Agreement without obtainhig prior
written approval of the County.
170Lonridentia - The Entity may, from time to time, receive information which is deemed
by the County to be confidential. The Entity shall not disclose such information without the prior
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express written consent of the County or -upon order of a Court of competent jurisdiction.
18. Jurisdien"On and Venue. This Agreement is entered into in Grant County, Washington,
Disputes between the County and the Entity shall be resolved in the Superior Court of the State of
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the
County's request, be joined as a party in any arbitration proceeding between the County and any
third party that includes a claim or claims that arise out of, or that are related to the Entity's services
under this Agreement. The Entity firther agrees that the Arbitrator(s) decision therein shall be
final and binding on the Entity and that Judgment. may be entered upon it'in any court having
Jurisdiction thereof.
19, Cost and AttorneY,Is Fees'. 0 The prevailing party M' any litigation or arbitration arising out
of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation
(including export witness fees)
20, Entire Aa,recment. 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 the County, having the power or ditty to
perform an official act or action rolated 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
tbing of value from any person with an interest in this Agreement.
22. Severabil If any section, sentence, clause, or phrase of this Agreement should be beld
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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
APPROVAL:
Sigine'd this day- of 42022
APR 1 24 2022
GRANT COUNTY
BOARI) QF COUNTY COMMISSIONERS
DaimE. tone
: �I
Rob Jd=s-,,-eVict�Clair
Cu'ldy Carter, Member
Approved as to form:
Kevin J. McCrae, WSBA #43087
Grant County Prosecuting Attorney
Date