HomeMy WebLinkAboutGrant Related - BOCC (004)K22-085
GRANT COUNTY TOURISM PROMOTION AGREEMENI
LTAC GRANT #: 2022-23
THIS AGREEMENT is made by and between the Grant Count a non -charter County ty of the State
of Washington, hereinafter referred to as "County," and Ridge Riders Inc hereinafter nafter referred to
as The Entity, jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, and
p expenditures
designed to increase tourism, including but not limited to advertising,publicizing, i
p ng, or otherwise
distributing information for the purpose of attracting and welcoming tourists; developing strategies
to expand tourism; operating tourism promotion agencies; and fundin the markeon
e ting 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
. , � .. y and the Entity
to promote tourism "in Grant County. The County agrees to make funds `available to "th
e Entity for
the purpose of tourism promotion' to- attract visitors overnight to create business and revenue in
Grant County.'...t .
2. Administration. The Board of County Commissioners office shall administer and be the
primary contact for The Entity regarding terms of this Agreement. For
gz' goad cause, as solely
determined by the.'County, the County may direct that ' the Ent,* is no longer entitled y g titled to the use of
said funds for tourism promotion and terminate this Agreement.
3. Representations. The Entity shall use the funds received from County for tourism
the Coun
promotion and advertising solely for the purposes and in accordance with thero o '
p p sal submitted
by the Entity to the County. The Entity shall perform the services and work set frzh io ' .
n 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 r
g r' y epres ents that the
funds will be used for tourism promotion as defined b this A in
Y Agreement accordance with all
current laws, rules and regulations. No substitutions ofu ose or use of the fund
p rp s shall be made
without the written consent of the County. The Count shall make decisions '
Y sions and carry out its other
responsibilities .in a timely manner.
4. . ReportinLy. RCW 67.28.1816 as amended includes reporting requirements
. p g q is for the Entity
and the �Courity on the use of funds distributed pursuant '
. .. _ p to this Agreement and the estimated and
actual number of increased isitors.' These reports are reqwire
p tedto
be -provided from the Entity to
the County and from the County to the Joint Le islative Audit and
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GRANT COUNTY TOURISM PROMOTION AGREEMENT
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 y s hall
provide the County with an estimate of the number of visitors resultingfrom the e u se of
funds under this Agreement. The estimated number of visitorsrovided shall be consistent
nsistent
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 tourismromot'
p ion as
specified with the application and this Agreement, but no later than the last working g day in
15 day of December of the year funding was received, the Entityhall complete sp 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 i
practical � snot
p al 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 be 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
Y final
report to JLARC as part of its annual report.
D.. All reimbursement requests must include invoice, receipt of payment and/or
p p y tear
sheet to requests provide proof of request, payment and use. All reimbursement re
q must be
submitted on an itemized invoice.
5. Modifications. The County may modify this Agreement and order changes in the
g work
whenever necessary or advisable. The Entity will accept modifications consistent with
state and
local law when directed orally or in writing by the Count Commissioners or designee.
Y g
6. Terre of Contract. This Agreement shall be in fall force and effect upon full execution
cution
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 nate this
Agreement by 30 days written notice to the other Party or with no notice upon a determination p tion by
the County that the funds will not be or have not been used for theu ose as stated p rp ted 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 Count shall
County 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 exceed10
$ ,000.00
, as recommend by the LTAC and approved by the County Commissioners.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
--- S. Payment. The County shall pay the Entity upon presentation of an invoice to the County.
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
on
of your event and/or no later than the 15thday
p day of December in theear that funds were awarded
warded
for year around promotion.
The County reserves the right to withhold payment of funds under this Agreement '
g Which 1S
determined in the reasonable judgment of the LTAC or designee to be noncompliant with the e 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 / PCS Box 37
Ephrata, WA 98823
Email: LTAC@grantcountywa.gov
TO THE ENTITY:
-e"E �-
Phone Nu ub er` °
-0-q-`30 iivk -
_
Address:: a
City o alce,, ,
-mall:
V
10. Applicable Laves and Standards. The Parties, in the performance of this Agreement,
gr nt,
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
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 the agent or em
. g employee
of the County, that the County is interested in only the results to be achieved and that the right
. � ght to
control the particular manner, method, and means in which the services are performed is s
. p solely
within the discretion of the Entity. Any and all employees who provide services to the C
. p County
under this Agreement shall be deemed employees solely of the Entity. The Entity hall bY y se 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 full access
to and the right to examine during normal business hours all of the Entity's records. with respect pect to
all matters covered in this Agreement. Such representatives shall be permitted to audit
. p ,examine
and make excerpts - or transcripts from such records and to make audits of all contracts in
and record � ices
materials
payrolls ord of matters covered by this Agreement for a period of threeY ears
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend,
end,
indemnify and hold harmless the County and its officers, agents, and employees, from an
y and all
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries,
g p n�uries,
and damages of any nature whatsoever relating to or arisingout of the wrongful or negligent g g gent acts,
GRANT COUNTY TOURISM PROMOTION AGREEMEN '
-- errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors
y g
subconsultants and employees to the fullest extentermitted b 1
p yaw, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the Count shall not '
.. y 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 against liability County g ility for damages
arising out of such services caused by the concurrent negligence of(a)the Count or the ' y 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. Count harmless shall include, '
. , . Y e, as to all claims,
demands, losses and liability to which it applies, the County's personnel -related Y p costs, reasonable
attorneys' fees, and the reasonable value of any services rendered b the office of
y e 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 ligations shall
not be limited in any way by any limitation on the- amount ort e of damages, ages, compensation or
benefits payable to or for any third party under workers' compensation acts disability p bility benefit acts,
or other employee benefits acts. Provided, that the Entity's waiver of immunity under this provision
on
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. waiver. No officer, employee, agent or other individual actin on behalf
. g of either Party
has the power, right or authority to waive any of the conditions or provisions o
. p f this Agreement.
A waiver in one instance shall not be held to be a waiver of an other subsequent
. y q ent breach or
nonperformance. All remedies afforded in this Agreement orb law, shall be taken
. . , Y and construed
as cumulative, and in addition to every other remedy provided herein or law. Fa' '
. y Failure o f either
Party to enforce at any time any of the provisions of this Agreement or to require gi'at any time
performance by the other Party of any provision hereof shall in no way e construed rued to be a waiver
of such provisions nor shall it affect the validity of this Agreement or an art t
�' y p hereof.
15. Assignment and Delegation. Neither Party shall assign, transfer or delegate
g �anyorallof
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 Entity shall '
9 y not enter into
subcontracts for any of the work contemplated under this Agreement without '
. gr' ut obtaining prior
written approval of the County.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
17. Confidentiality. The Entity may, from time to time receive information which hick 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
p of the State of
Washington in Grant County. Notwithstanding the foregoing,the Entit agrees that
joined
y g at it may, at the
County s request, be 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
Y p any court having
jurisdiction thereof.
19. 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 oflitigation
. Y such
(including expert witness fees).
20. Entire ALyreement. This written Agreement constitutes the entire and complete p ete agreement
between the Parties and supersedes any prior oral or written a eements. This A
gr' Agreement may not
be changed, modified or altered except in ,writing Y
signed b the Parties hereto.
g
21. Anti. -kickback. No officer or employee of the. Count having the ow
. � y, g power or duty to
perform an official act or action related to this Agreement shall have or acquire any y interest in this
Agreement, or have solicited, accepted or granted a present or future gift, favor, se
. g service or other
thing of value from any person with an interest in this Agreement.
22. Severability. If any section, sentence, clause orprase of this Agreement
p gr 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. greement.
G =1
RANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
F A A
C
wak—'ere
P17ntecl Name 6S1110 -ti
APPROVAL:
Signed this day of it-; OKI 2022
GRANT COUNTY
BOA OF COUNTY COMMISSIONERS
OF
2Lc',
Danny E. St&e, Chair
Rob J s,. Vice Chair
it, V IN
Cindy Carter, Member
ATT
Barb ®ra Vasquez, ClerVof oar Date
Approved as to form:
Kevin J. McCrae, WSBA #43087
Grant County Prosecuting Attorney
APR y 9 202Z
.............
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