HomeMy WebLinkAboutAgreements/Contracts - BOCC (009)Ile :�;p n yi FJwx�
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2022-18
THIS AGREEMENT is made by and between the Grant County, a non -charter Count of the State
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of Washington, hereinafter referred to as "County," and Moses Lake Spring Festival 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
distributing information for the purpose of attracting and welcoming tourists; developing strategies
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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). "Fund(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:
1. Purpose of Agreement. The purpose of this Agreement is for the Count and the Entity
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to promote tourism 'in Grant County. ' The Count agrees to make funds available to
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thepurpose of. tourism promotion to' attract visitors overnight to create business and revenue in
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Grant County.
2. 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
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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.
3. Representations. The Entity shall use the funds received from the County for tourism
promotion and advertising solely for the purposes and in accordance with the proposal submitted
by the Entity to the County. The Entity shall perform the services and work set forth in thero osal
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and promptly cure any failure in performance. The County has relied upon the representations
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made by the Entity in the proposal. By execution of this Agreement, the Entityresents that the
represents
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 the County. The County shall make decisions and carry out its other
responsibilities in a timely manner.
4: Reporting. 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 p Y p provided from the Entity to
t e County and from the County to the Joint Legislative Audit and Review CominitteJxL. i ;�C-l:
VED
MAR 31 2020i
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The 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 LTAC application, the Entity shall
provide the County 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 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 da in
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15 day of December of the year funding was received, the Entity shall complete a re fdiidhort
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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 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
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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. The County Reporting. The County shall provide the Entity's estimates in final
report to MARC as part of its annual report.
D. All reimbursement 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.
5. 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. Terre of Contract. This Agreement shall be in full force and effect upon full execution
and shall remain in effect until .terminated either by The Entity expending the allocated Count
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 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 makepaY ment
for all work satisfactorily performed up to the time of termination.
7. Compensation. The County agrees to pay the Entity an amount not to exceed $30,000.00
as recommend by the LTAC and approved by the .County Commissioners.
8. Payment, The County shall pay the Entity upon presentation of an invoice to the County.
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The Entity shall be responsible for showingthat the Count funds were '
y 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 later than 60 -days from the completion
of your event and/or no later than the 15th day of December in the year that funds were awarded
for year around promotion.
The County reserves the right to withhold payment of funds under this Agreement which is
determined in the reasonable Judgment of the LTAC or designee to be e noncompliant with the scope
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of work, the County standards, and the County ordinances, or federal or state law.
9. Notice. Notice shall be given in writing as follows:
TO THE COUNTY:
TO THE ENTITY:
Name: LTAC Clerk
Phone Number: 509-754-2011, x2931 Phone Number
Address: 35 C Street NW / PO Box 37
Ephrata, WA 98823 City/Zip:;
Email: LTAC@grantcountywa.gov Email:
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MA
10. Applicable Laws and Standards. The Parties, in the performance of this Agreemen1V
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
11. Relationshij2 of the Parties. It is- understood, agreed and declared that the Entity, its
employees, agents and assigns shall be an independent contractor and not the employee
or agent
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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 performed is solely
within the discretion of the Entity. Any and all employees who provide services to the County
under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely
responsible for the conduct and actions of all employees of the Entity under this Agreement and
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any liability that may attach thereto.
12. Records. The County or State Auditor or any of their representatives shall have full 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 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 ears
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from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend
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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,
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and damages of any nature whatsoever relating to or arising out of the negligent or wrongful acts
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GRANT COUNTY TOURISM PROMOTION AGREEMENA
-T-- errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors
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subconsultants and employees to the fullest extent permitted b law, subject only to the limitations
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provided below.
The Entity's duty to defend, indemnify and hold harmless the Count shall not apply to liability
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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 Count against liability for dam
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arising out of such services caused by the concurrent negligence of(a)the Count or the Count ' Y County's
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, sub consultants and
employees, shall apply only to the extent of the negligence of the Entity,the Entity's agents,
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subcontractors, 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
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attorneys' fees, and the reasonable value of any services rendered b the office of the County
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Prosecuting Attorney, outside consultant costs, court costs, fees for collection and all other
claim -
related expenses..
The Entity specifically and expressly waives any immunity that may be anted it under
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Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations g shall
not be limited in any way b an limitation on the amount
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benefits payable to or for any third party under workers' compensation acts disability y b enefit 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,
claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this
indemnification provision was mutually negotiated.
14. Waiver. No officer, employee, agent or other individual actin on behalf of either
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has the power, right or authority to waive any of the conditions orrovisions of this Agreement.
greement.
A waiver in one instance shall not be held to be a waiver of an other subsequent breach
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nonperformance. All remedies afforded in this Agreement orb law, shall be taken and const
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as cumulative, and in addition to every other remedy provided herein orb law. Failure of either
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Party to enforce at any time any of the provisions of this Agreement or to require at an t'
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performance by the other Party of any provision hereof shall in no way be construed to be a
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of such provisions nor shall it affect the validity of this Agreement or any part thereof.
15. Assignment and Delegation. Neither Party shall an assign, transfer or delegate g g y or all of
the responsibilities of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other Party.
16. Subcontracts. Except as otherwise provided herein, the Entityshall not enter
Into
subcontracts for any of the work contemplated under this Agreement without obtaining prior
--' written approval of the County.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
17. Confidentiality. 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 theri
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express written consent of the County or upon order of a Court of jurisdiction.
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18. Jurisdiction and venue. This Agreement is entered into in Grant County, Washington.
ton.
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Disputes between the County and the Entity shall be resolved in the Superior Court of the State of
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Washington in Grant County. Notwithstanding the foregoing, the Entity agrees a that it at the
may,
County's request, be joined as a party in any arbitration proceedingbetween the Count and an
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third party that includes a claim or claims that arise out of, or that are related to the Entity's services
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under this Agreement. The Entity further agrees that the Arbitrators decision therein shall
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final and binding on the Entity and that judgment may be entered an upon it in court having
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jurisdiction thereof.
19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising . g g out
of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation
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(including expert witness fees).
20. :Entire Agreement. This written Agreement constitutes the entire and gr'
complete agreement
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between the Parties and supersedes any prior oral or written agreements. This Agreement may y not.
be changed, modified or altered except in writing signed by the Parties hereto.
21. anti -kickback. No officer or employee of the Count having y, g the power or duty to
perform an official act or action related to this. Agreement shall have or acquire an interest in this
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Agreement, or have solicited, accepted or granted a present or futureg ift, 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 invalidityshall not affect
the 1' ect
validity of any other section, sentence, clause or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENI
ENTITY AEPROVAL:
ign-Rord
Printed Name / Pos on
Date
. L12
APPROVAL:
Signed this day of 12022
ATTEST:
Barbara J. Vasquez, Clerk of the Board
Approved as to form:
Kevin J. McCrae, WSBA #43087
Grant County Prosecuting Attorney
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
Danny E. Stone, Chair
Rob Jones, Vice Chair
Cindy Carter, Member
Date