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GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2022-13 K22-075
THIS AGREEMENT is made by and between the Grant County a non -chap County of the State
of Washington, •hereinafter referred to as "'Count
y, and Grant Countafter referred to as
"The Entity," jointly referred to as "Parties. y , herein
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DEFINITIONS
Tourism Promotion* "Tourism Prom -0 -tion"
means activities operation.8
t .- ot i. and expenditures
designed to increase tourigIll, including bu h imited to advertising, publicizing, or ot . h
distil'buting information for the erwise
purpose *of atttacting d W61coming tourist t*s-k *
rP an develop* -,`strat e-gies
ing
to expand tourism; operating tou Mot, and funding the marketing, of or the
....rlsm Pro ion agencies;
operation of -special events and festivals designed. to attract tourists.
0
Fu'nd(s). "Pund(s)" is defined as any amount of - corn pen'sation derived from -the lodgiti .- t,
9..ax Mo'nies
of Grant County which is a1locatedto the Entity for, tourism, -promotion.
IN CONSIDERATIO
N of the terms and conditions contained herein
agree as follows: the
Palties covenant and
16 Purpose of areement. Thepurpose of this Agreement is for the County and ■the Entity
to promot.e tourism in Gr County. The County agrees to make Rinds available to
the Entity for
the purpose Of tourism promotion to attract visitors overnight" 'to create bu81'•
ness an
..d revenue in
Grant County.
2. AdIn" W'stration, The Board of County commissioners Office shall admin
and be the
primary contact for The Entity regarding terms "d
4-1 of this Agreement. 'For goo cause., as solely
determined by the County, the County may directthatthe Entiis nolo-tnger '
entitled to the use of
said funds for tourism promotion and terminate this Agreement
3.Representations. The Entity shall use the funds, received from the C
0 0 . I County for tourism
promotion and advertising solely for tlie purposes
and in accordance with thoproposat submitted
by the Entity to theCo n
u ty. The - Entity shall perform the services ces and work set forth in the proposal
and promptly cure any fail -Life in perfort'iiance. The Count has telled Upon the representations
made by the Entity in the proposal. B execution of this Agreeme 'tit -t
lie
exec he Ent ty rept
iresents that the
funds will be used for tollft'�m promotion as defined by this A.Rreement in accordance with all
current laws, rules and. regulations. No substitutions of purpose or use of the f�nds shall be made
without the written. consent of the County. The County shall make decisions and carry out its other
responsibilities in a timoly manner,
4. Repos 6 RCW 67.28.1816 as amended includes reporting 'requirements for the Entity
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 pro-vided from the Entity, to
the County and from the County to the Joint Legislative Audit and Review Committee (JL,ARC}.
C E V D
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The following provisions allow the Entity and The County to meet their respective requirements
under RCW 67.2 8. t 816 4
A. Estimated Increase in Visitors. As part of its LTA C application, the Entity shall
provide the County with an estimate of the number of visitors resulting from the use of
Bunds 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.
B. 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
15th 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 count, or if it is not
practical to malce 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
detenuffied from an estimate, the methods used to determine such estimates,
C. The County Reporting. The County shall provide the Entity's estimates in final
report to MARC as part of its annual report.
D. All reimbursetuent requests must include invoice., receipt of payment and/or tear
sheet to provide proof of request, payment and use. All reimbursement requests Must be
submitted on an itemized invoice,
d" Is
51 Modincauons. The County may modify this Agreement and order changes in the Worl<:
whenever necessary or advisable. The Entity will accept modifications consistent with state and
local law when directed orally or in writing by the County Cornrni ssioners or designee,
6, Term of Contract. This Agreement shall be M' fell 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 determination by
the CountY that the ftmds will not be 'or have not been used for the purpose as stated 'in this
Agreement. In the event of such tennination, the County shall cease and desist from distributing
any farther 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.
7a fomvensation. The County agrees to pay the Entity an amount not to exceed $25,000.00
as recommend by the LTAC and approved by the County Commissioners.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
8. Payment. The County shall pay the, Entity upon -presentation of an invoice to the County.
The Entity shall be responsible for showing that the County fund -s were used for tourism
promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as
part of required reporting, at the below stated address no tater than 60 -days from the completion
of your event and/or no later than the 15" day of December in the year that funds were awarded
for year around promotion.
*ght to Withhold payment of funds under Us Agreement which is
The County reserves the. n p 9
determined in the reasonrable `udgment of the LT C or designee to be noncompliant with the scope
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of work, the Coutity and the County ordinances, or federal or state law.
9. Notice. Notice shall be givenin writing as follows*.
TO THE COUNTY: TO THE ENTITY:
. ..... Jim McKiernan
Name: LTAC Clerk
-237-2672
hon i 509
x2931
Phone Number- 509-754-2011 1
AA
,,.dress: 35 C Street NW PO Box 37 3953 Airway Drive NE
Epi -rata, WA 98823 Moses Lake, WA 98837
Email: LTAC@granteountywa.gov jcmckiernan@grantcount a. ov
10, Applicable Laws and Standards. The Parties, in the performance of this A , ee
gr ml ent
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
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11s, Relationship of the Parties. It is understood, agreed -and decla-red that the Entity., its
einployo.es, agents and assigns shall be an 'Independent contractor and not the agent or eployiee
of the County- that the County 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 pe''rifotmed is solely
within the discretion of the Entity. Any and all employees Who provide ser'vic'es to the County -
under this Agreement shall be deemed employees solely of the Entity. the Entfty 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 Rill access
to and the right to examine during normal business hours -all of the Entity's records With respect to
all matters covered in this Agreement. Such representatives shall be pen-nitted 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 iod of three years
ftom the date final payment is made hereunder,
13. Indenmification 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, liability, loss, costs, attorney's fees and costs of litigation, expenses, 'Injuries,
and damages of any nature Nvhatsoever relating to or arising 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,
subconsultants and employees to the fullest extent permitted by law, subject only to the limitations
provided below,
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The Entity's duty to defend, indemnify and hold harmless the County shall not apply to I"ll
lab - ity for
damages arising out of such services causQd by or resulting from the solo 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, subconsultants and
eiiaploy,ees, shall apply only to the extent of the negligence of the Entity, the Entity's agents,
subcontractors, subconsultants and employees.
The Entity's duty to defend, indemnify and bold the County harmless shall 'include, as to all claff"Ins,
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..
1 e
The Entity specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW, These, indemnificatioll 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 tMrd 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 certi�es that this
indemnification provision was mutually negotiated,
14. Waiver. No officer,, employee, agent or other "individual acting on behalf of either Party
has the power, nght or authority to waive any of the conditions or provisions of this Agreement.
A waiver M' one 'instance shall not be held to be a waiver of any other subsequent breach or
nonperfonuance. 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.
15. AsLnmenand Delegation. Neither Party shall assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereunder without first obt a*ining the
written consent of the other Party.
16. Subcontracts, Except as otherwise provided herein, the Entity shall not enter into
11 0
subcontracts for any of the work contemplated under this Agreement without obtaining pnor
written approval of the County.
17,Confidenti The Entity may, from til -.e to time
I , receive information which is deemed
by the Comity to be confidential, The Entity shall not disclose such information without the prior
express written consent of the County or upon order of a Court of competent Jurisdiction.
180 'Jurisdiction 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 patty that includes a claim or claims that arise out of, or that are related to the Entity's services
under this Ageernent. The Entity farther 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 Attoriley s Fees. The prevailing party any litigation or arbitration ansing out
I in 1
of this Agreement shall be entitled to its reasonable 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, mods cd or altered except in writing signed by the Parties hereto.
21, Anti -kickback. No officer or employee of the County, 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.
2Z, Isever bill 0 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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
APPROVAL:
Signed this day Of ,2022
GRANT C0UNTY
BOARS OF COUNTY COMMISSIONERS
ATT T
T T:
Barb* ra. Vasquez le 0 f t, oard
i
Approved as to form:
Kevin J. McCrae, WSBA 943087
Grant County Prosecuting Attorney
�{,iz -zz
Date