HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #:
EVENT: owl 04
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ORGANIZATION: _;.: T.,:..:' ..:::: ,:: �'::. ':'r.� _asuers- ; eater.ofr r;C-Q: r
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THIS AGREEMENT -is made by and between Grant County, a non -charter County of the State of
Washington, hereinafter referred to as "County," and Masquers Theater of Grant. Count
hereinafter inferred to as "The -Entity," jointly referre'd,to' as "Parties."
DEFINITIONS
Tourism -Promotion., "Tourism promotion" means activities, operations, and expenditures.
" tourism, designed ihdi6ag o
. e unsm, including'but riot''litnited to -advertising, _ publicizing, .. or otherwise
distributing information for the purpose of attracting and welcoming tourists; developingstrategies.
to expand tourism; operating -tourism promotion agencies; and funding the marketing of or the.
operation of special events and festivals designed to attract tourists.
Yund(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:..
Purpose of A2reement,: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 . overnight to create business and revenue in
Grant County.
2. Adm* istration, 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
detennined by the_ County., the.- County-may.,direct,that -the-Entit. .,.is -no, Ion -ger to the -use :of
said funds for tourism promotion and terminate this Agreement.
3. LZOresentations. 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 performthe services* 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,
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4, �.eguir,ements for Grant Use., Tourism promotion grants are intended to increase
Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant
approval you will be required to:
a. Promote Grant County LTAC, on all advertising, as a sponsor and have .the Grant
County LTAC logo provided to all appropriate media. The logo for advertising use
in multiple httv
is available. formats at: s://wa-
gantcounty.civic-olus.com/1032/L`odgin'g-Tax-Advl*so,DL-Conu-nittee-LTAC-Logo.
b. Utilize. grant funds to advertise, promote or otherwise attract visitors ..to your
event/venue from more than 50. miles away (local events should be funded throw
local LTAC grants). Grant funds m4y not be used for the following:
i. Capital Improvements
ii. Advertising locally –*to draw from local crowds for local events.
.2r-.tin.g----R C -W-.67.28.1-81 6 -as -amended includes ..reporting. requimments.-for the- Ent i
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 provided by the Entity to
the County and by 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
p *de the County rovi un y with an estimate of the number of visitors resulting from the
use of funds under. this'Agreemen.t. 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.
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.b. Final Report on Increase in Visitors. Upon completion of the tourismpromoti
on
as specified with the application and this Agreement, but no later than the last
working day in - 15' 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 ifo-tpractical to make an actual count, a
.--,..-,.....--.--g-ood-f-a;i-th--be-s-t-e-.-s-ti'mateofthe-.num-ber--of-visitor-s-resultin&from-these .-of-fands—
under this Agreement. The final report shall describe the methods used to
deten-nine the actual number of visitors., or in the' event such numbers were
determined from -an estimate the methods used to determine such estimates.
s
c. The County Reporting. The County shall provide the Entity's estimates and final
report to JLARC as part of its annual report.
d. All reim' bursementrequests must include_ copies of the invoice, receipt of payment,
and/or tear sheetio, provide proof of 'request, payment and use. All reimbursement
requests must be submitted on an itemized cover invoicepro V**ided by the County.
6. Modifications. The County may modify this Agreement and order changes in the work
whenever inecessary or advisable. The Entity will accep't modifications consistent with state and
local law when directed orally or in writing by the County Commissioners or designee.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
7. 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 expendin
g the allocated County
funds or 'Completion of the tourism promotion activities. Either Pa -may terminate this
'A b* *tten n' ce o e o
-greement- y-30 days wn notice -to * -t' th other Party or w'ithm`6 notice"UP6 n.- "a determination by
e r have' not *
the County that the funds will be o.' beenused-for the putpose'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 satisfacto r*fly performed up to the time' of terminatio* n.:'
S. Compensation. The County agrees to pay the Entity an amount not to exceed $ 8000, as
,recommend -by the LTAC and approved by.th e County Commissioners.
941 Payment. The County shall pay the Entity upon presentation of
approved documentation
The - E: i � t it -y'''. §h*a' I 1'b e responsible e r s at the ounty were used .. for
..,.to .. the' County.responsi , I * f6 howing ifi` i�
tourism promotion. The proof of expense's -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 15 h 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 desigee to'be noncompliant with the scope
of work., the County standards, and the County ordinances, or federal or'state law.
10* ARPHcable Laws and - Standards. * The Parties, in- the perfonn'ance of 'this Agreement,
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
11. Relationship bf 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 theright, to
control the particular 'manner, method, and means in which the 'services are performed is solely
within the discretion of the Entity. All employees who provide ser -vices 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.
120 Records. The County or, State Auditor or any of their representativess'hall have full access -
to and the right to examine during normal: business hours all the Entity's records with respect ct to all
matters covered in this Agreement. Such representatives shall be pennitte'd to .audit, examine and
make excerpts or transcripts ftom such records and A6 make audits of all contracts, invoices
materials, payrolls and record of matters covered by this Agreement for a.period of three years
firom the date" final payment is'made Hereunder.
13. Indemnification arid' Hold Harmless. The Entity shall, at its "so'le "expense, defend,
indemnify'. and hold- harmless the -County and its officers, agents, and employees; from any and all
GRANT COUNTY TOURISM PROMOTION AGREEMENT
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 RCN 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, sub consultants and
emplcy-e*e&.---sha11 -apply-,only- to. -the- extent of Ahenegfigence of -the- Entity— -the- Rntityls-.-a-gents,_
subcontractors, sub consultants 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 foicollection, 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.
14s 'Waiver. No officer, employee, agent, or other individual acting on behalf of either Party
§- this Agreem6hT.-------
---- -
has the power,* right or authoni� to- waiVe any --li onditions or provision dr
0
A waiver in one instance shall not be be a 0
held to waiver T 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 law. Failure of either
Party to enforce at any time any of the provisions ns 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. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereu*nder without first obtaining the
written consent of the other Party.
GRANT COUNTY TOURISM PROMOTION. AGREEMENT
.160 Subcontracts: Except as otherwiseprovided herein, the Entity shall not enter into
subcontracts for any of the work contemplated under this Agreement without obtaining prior
w6tten- app'roval of the County.,
Con The Entity may, from time to
*n R
Wme time, receive which1*9-
deemed
by the County to be confidential. The Entity shall not disclose such '-',-
infor'm ati without the prior
on.
express VMtten consent of the County or upon order of a Court of competent jurisdiction.
18, Jurisdiction and Venue. This Agreement is entered *into:l*'n 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 agree'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 I services
under this Agreement. The Entity further agrees that the Arbitrator(s) de : cision therein shall be
final 'and'-bifiding"b"n ... the Efifi-fy' "and that judgment may be enteredcourt havin
upon it in any g
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 of such litigation
(including expert witness fees).
20. Entire A ueemt. 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, modified,` or altered except in writi' ad "by the Fatties hereto.'
9 ng signed
21. Anti -kickback. No officer or employee.. of the County,. having the power or duty to
perform an offici al ' act ' or action related to thi's 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.
22. Severab -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
ENTITY APPROVAL:
ORGANIZATION: Masquers Theater of Grant County
EVENT: Fall Musical.
. .
�Pfihkd N.",
AMOUNT: $ 8,000
COUNTY APPROVAL:
Signed .this 0 day of
2023
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
N-', - V %-Ij \-/ V %-""
Cindy Carter, Vice Chair
Danny E.itone, Member
ATTEST:
1 d e Board Da
A -
Barbara J.Yasquez, a
Approved as to form:
- ---------
Barbara G.- Duerbeck, )WBA #53946
Grant County Civil Deputy Prosecuting Attorney