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HomeMy WebLinkAboutAgreements/Contracts - BOCCK23-003 i LTAC GRANT 9: 2022-31 *RGANIZATION: Columbia Basin Allied Arts (CBAA) EVENT: Scot Bruce as Elvis-, Blue Suede X -Mas THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Columbia Basin Allied Arts (CBAA I hereinafter referred to as "The Entity," jointly referred to as "Parties." Tourism Promotion. "Tourism Promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing inforination 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). "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 Areg ment. 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 tourism promotion to attract visitors oven -light to create business and revenue in 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, as solely deten-nined 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 set'vi ces and work set forth in the proposal 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 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. Reporfmg. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 (JLARC). 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 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 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. The County Reporting. The County shall provide the Entity's estimates in final report to JLARC 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. Term 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 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 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 performed up to the time of termination. GRANT COUNTY TOURISM PROMOTION AGREEMENT 7. Compensation. The County agrees to pay the Entity an amount not to exceed $ 3000, as recommend by the LTAC and approved by the County Commissioners. S. Payment. The County shall pay the Entity upon presentation of an approved invoice to the County. The Entity shall be responsible for showing that the County funds 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 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 noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 9. ,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. 10. Relationship 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 agent or employee 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 any liability that may attach thereto. 11. records. The County or State Auditor or any of their representatives shall have fall 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 years from the date final payment is made hereunder. 12. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend, indemnify and hold harmless the County and its officers, agents, and employees, Brom any and all claims, 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 the Entity, the Entity's agents, subcontractors, subconsultants and employees to the fullest 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT The Entity's duty to defend, indemnify and hold harmless the County against liability for damages Y 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 employees, 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 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 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 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. 13. 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 lava. 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. 14. 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. 15. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 16. 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 the prior express written consent of the County or upon order of a Court of competent jurisdiction. 17. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 further 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. 18. Cost and Attorney's Fees,. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. Thiswritten 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. 20. Anti -kickback. No officer or employee of the County, having the power or duty to perforin 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. 21. ,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. rim H 9 M�MIWMIJ Signed this day of 202" Of -3 AT T: Barb'ar J. Vasquez, eyTki of Board Approved as to fon-n: Kevin McCrae, WSBA #43087 Grant County Prosecuting Attorney Rob Jones, Chair n, -------- ----- Cindy CaAr, VicV-6Qr Danny E. tone, Member Date