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GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2022-24
THIS AGREEMENT is made by and between the Grant Count a non -charter
County, County of the State
of Washington, hereinafter referred to as "County," and Ridge Riders Inc,Y g hereinafter referred to
as "The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, p s, 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;
. g g developing strategies
to expand tourism; operating tourism promotion agencies; and funding the
. g � g 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 e 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 ALyreement. The purpose of this Agreement is for the
County and the Entity
to promote tourism in Grant County. The Count a ecs to
y gr make funds available to the Entity for
the purpose. of tourism promotion to 'attract visitors overni ht to. cre
1.ate business and seven `
Grant County:
g. revenue in
2. Administration. The Board of County Commissioners Office shall'
administer and be the
primary contact for The Entity regarding terms of this Agreement. ent. For good cause, as solely
determined by the County, the County may direct that the Entit is no '
y 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 the proposal
and promptly cure any failure in performance. The Count has relied d 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 b this A ree
y g ment in accordance with all
current laws, rules and regulations. No substitutions ofu ose or use of t
p rp he funds shall be made
without the written consent of the County. The Count shall make decisions '
Y dons 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 beprovided from the Entity to
L the County and from the County to the Joint Legislative.Audit and Review Committee (JLA'.'
i
REC EIVED
1
GRANT COUNTY TOURISM PROMOTION AGREEMENI-'
The following provisions allow the Entity and The County to meet their respective ve requirements
under RCW 67.28.1816.
A. Estimated Increase in Visitors. As part of its LTAC application, the
pp 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 s
. p shall be consistent
with the Entity's proposal to the County for lodging in tax funds to the extent '
. g g such estimates
were provided therein.
B. Final Report on Increase in Visitors. Upon completion of the tourism
p promotion as
specified with the application and this Agreement, but no later than the last working orking day in
15 day of December of year funding was received the Entit bf the � y shall coally 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 '
p fiends 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'
o f visitors
resulting from the use of funds under this Agreement. The final report shall 1 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 shallrovide the Entity's esti
p y mates in final
report to JLARC as part of its annual report.
D. All reimbursement requests must include invoice receipt ofpayment
p 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 nges in the work
whenever necessary or advisable. The Entity will accept modifications consistent p sistent withstate and
local law when directed orally or in writing by the Count Commissioners or
Y designee.
6. Term of Contract. This Agreement shall be in fall 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 Part '
Party may terminate this
Agreement by 3 0 days written notice to the other Part or with no notice upon '
Y p a determination by
the County that the funds will not be or have not been used for theu
p rpose as stated in this
Agreement. In the event of such termination, the Count shall cease and desist '
Y t 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.
7. Compensation. The County agrees to pay the Entity an amount not to exceed $5,000.00 ,
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
p p to the County.
The Entity shall be responsible for •
p 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 from t 60 -days he completion
of your event and/or no later than the 15'hday
day of December in theear that funds ds were awarded
for year around promotion.
The County reserves the right to withhold payment of funds under this Agreement '
gr ement which is
determined in the reasonable judgment of the LTAC or designee to be noncompliant g pant with the scope
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:
Name: LTAC Clerk
Phone Number: 509-754-2011, x2931
Address: 35 C Street NW / PO Box 37
Ephrata, WA 98823
Email: LTAC@grantcountywa.gov
TO THE ENTITY:
1tiTame
one:-
Address:,
`City/Z1p •� ,� ��
Email:
10. Apphealble Daws and, Standards. The Parties, in theerformance of this i s Agreement,
agree to comply with all applicable federal, state, and local laws, ordinances and regulations.
gulations.
11. 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 thea agent nt or employee
of the County, that the County is interested in only the results to be achieved an '
d that the right to
control the particular manner, method, and means in which the services areerfo
p rmed is solely
within the discretion of the Entity. Any and all o employees whprovide services p 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
. .. y Agreement and
any liability that may attach thereto.
12. Records. The County or State Auditor or any of their representatives shall have ave full access
to and the right to examine during normal business hours all of the Entity's record '
y s with respect to
all matters covered in this Agreement. Such representatives shall beermitte '
p d 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 fora period �' p of three years
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entityhall at its sole
shall, expense, defend,
indemnify and hold harmless the County and its officers, agents, and employees,
g from any and all
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, Y g on, expenses, injuries,
and damages of any nature whatsoever relating to or arisingout of the wrongful g 1 or negligent acts,
GRANT COUNTY TOURISM PROMOTION AGREEMENT
errors or omissions. in the services provided by the Entity, the Entity's a en
f Y� e y g ts, sub contractors,
subconsultants and employees to the fullest extentermitted b law,
p y , subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the Count •
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 Count liability 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 a ents subcontractors s
g � ubconsultants and
employees, shall apply only to the extent of the negligence of theEntity's,
Entity, the agents,
subcontractors, sub consultants and employees.
The Entity's duty to defend, indemnify and hold the Count harmless s '
° .. y hall Include, as to all claims,
demands, losses and liability to which it applies, the ersos County's y personnel -related costs, reasonable
attorneys fees, and the reasonable value of any services rendered b 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 an immunity that '
Y y may b e 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 p on acts, disability benefit acts,
or other employee benefits acts. Provided, that the Entity's waiver of immunity unity under this provision
extends only to claims against the Entity by the Count and does not '
. � Y� include, or extend to, any
claims by the Entity's employees directly against the Entity. The Entity y City hereby certifies 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, right or authority to waive an of the conditions or provisions '
Y 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 orb law, shall all be taken and construed
as cumulative, and in addition to every other remedyprovided herein or '
p bylaw. Failure of either
Party to enforce at any time any of the provisions of this Agreement g t or to require at any i
time
performance by the other Party of any provision hereof shall in no way•
b e construed to b e a waiver
of such provisions nor shall it affect the validityof this Agreement gr eement
or any part thereof.
15. Assignment and Delegation. Neither Part hall assign, transfer Y sg , 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.
16. Subcontracts. Except as otherwise provided herein the •
p Entity shall not enter into
subcontracts for any of the work contemplated under this Agreement •
gr ment without obtaining prior
written approval of the County.
GRANT COUNTY TOURISM PROMOTION AGREEMENI'
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 the prior
express written consent of the County or upon order of a Court of competentjurisdiction.p
18. 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 urt of the State of
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees s 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 Arbitrators '
(} decision therein shall be
final and binding on the Entity and that Judgment may be entered upon it '
Y p in any court having
jurisdiction thereof.
19. Cost and Attorney's Fees. The prevailing part in an litigation or arbitration arising Y Y g anon arising out
of this Agreement shall be entitled to its reasonable attorney's fees and cost litigation
y sof 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 s 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 Count having the
County, g power or duty to
perform an official act or action related to this Agreement shall have or acquire q e any interest in this
Agreement, or have solicited, accepted or granted a resent or future gift, favor,
. p g ,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
. p gr t 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 orhrase of this Agreement.
p gr t.
GRANT COUNTY TOURISM PROMOTION AGREEMENJI
ENTITY APPROVAL:
S1gn Here
os
APPROVAL:
Signed this day of
92022
-at"
BarbardJ.] Vasquez, CreyVofO Board
Approved as to form:
Kevin J. Ve-Crae, WSBA #4308-7
Grant County Prosecuting Attorney
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
Danny E. tone, Chair
Rob Jori` ie6o'C�hair
Cindy Carter, Member
Date
APR 1 9 2022