HomeMy WebLinkAboutAgreements/Contracts - BOCC (004)GRANT. COUNTY TOURISM PROMOTIONAGREEMENT
LTAC GRANT #: 0�,
K23-106
�YI�,jI'i'.}:.f..•y� ...�.�.�r �' V�<�'...t � tJ' '\'.♦ ..;It J.; .;L�- •�.- .�y:.N'ir••
.ORGANIZATION: :::::}•:.: ::.�, f r
.��::�:.�as :uers�T�ea�er•��:o�',::. �-t� ; �}a����::o��rt .
AMOUNT. $ 6ba
-THIS AGREEMENT is made by and between Grant- County, a non -charter County of the State
of Washington, hereinafter referred to as ."County," and Mas uers. Theater of Grant.- Coun
hereinafter 'referred to as "The Entity, r� jointly referred to as "Parties."
DEFINITIONS
Tourism: Promotion.. "Tourism promotion" means activities, operations, and expenditures
designed -to inctea:se ' tourism iti 'lti.ding- but- riot lirn.ited 'to "'advertising;publicizing; or otherwise
g strategies
distributing information for the purpose of attracting and welcoming tourists; developin strate '
.
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. Pu kpose of Agreement. The purpose of this Agreement is for the Count and the Entity
tY
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. 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
determined by the. County, .the. County. maydirect thatthe..Eatity is no longer entitled to- the use of
said funds for tourism promotion and terminate this Agreement.:
3. ..Representations. ,.„ The Entity shall use the. ids 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 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, Requirementsfor 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
'la formats
is available in multiple at: bLtps://wa
gg,ntcounty.civicplus.com/1032/Lodging-Tax-Advisoi LL-Committee-LTAC
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 through
local LTAC grants). Grant funds may not be used for the follovcr_ ink:
i. Capital Improvements,
ii. , Advertising locally — to draw from local crowds for local events.
Rep-or-tine.-..RC.W-67.2.&.-.IS.1.6 as -amend -ed -includes.. reporting.-req.uirem.,ent&for-the-Entit-y-.
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 (MARC).
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 tak 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 acid 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
s.
-.go-o-d-faith-b-est:iestimate--of the-numher-af -visit-Ors,-res.ulting..froni-the--us-e-d fund
under. this Agreement. The fin'al 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 and final
report to JLARC as part of its annual report,
d. All reimbursement requests must include copies of the 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 'Cover invoice provided by the County.
G. 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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
7, 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
Agreem6nt'hy .30 days'written notice -'to -the other, Pdfty or with no notice. upoh., a determination by
the County 'that the funds wi*ll.n'o''t be or have not '.been -used- for the, purpose as stated in thin
such'terminati'd County shall cease and desi8tTrom distributing
Agreemen't. In the event of ifi,'-ihe
any further funds to The Entity for workp - erfan-ned or otherwise. The Countyshall make payment
-for all 'Work satisfactorily performed up to the time of termination.:
S. Comp exams ation. The County agrees to pay the Entity an amount not to exceed $ 3000, as
recommend by the LTA C and approved by the County Commissioners.
9. Payment. The County shall pay the Entity upon presentation of approved documentation
10the 'County. The Entity 'Shall be "responsible fore sh owing that'the * County Amndls were used-- for
tourism promotion. The proof of expenses .shall be forwarded for reimbursement to. the'LT.AC
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 judgm.ent,ofthe LTAC or designee to be noncompliant with the scope
of work,* the County standards, and the County. ordinances,- or federal: or state law.
100 Ap'ficable Laws and Sta'ndards.- The Parties 0
P in the, performance 'f this Agreement,
agree to comply with all applicable. federal, state, and local laws, ordinances, -and regulations.
11. RelafionshWof 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 rightlo
.control the particular manner, method, and means in which the services are performed is solely
within discretion of the Entity. All employees who provide services to the County under this
Agreement shall be deemed employees solely.ofthe Entity. The Entity. shall be solely responsible
cifbafor the co, 'duct and actions of all employees Entity this and any liability
.that may -attach thereto.
12s 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 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..
13. Indemnifica'doh and -Hold- Harmless. The Entity - shall, - at - its sole-. expense, defend,
indenuuffy-and hold ham less the. County and. its officers, agents,. and employees, from and ddll
y
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 ded by the Entity, the Entity's agents, subcontractors,
subconsultants and -employees. to. the fullest -extent pennitted 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.
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, subconsultants and
A
employees,.- shall -apply...onl-.y..:--to.-.-th.e..-.ex.tent...-.o-f-..Lthe .negligence,- of -the.- Entity., the -Entity's.,-agents,
subcontractors, subcon'sultants 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 exp ens es.
The Entity * specifically and . expressly waives any im . munity that -may be granted it under, the
Washington State Industrial Insurance A.ct,' 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 inununity 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.
14. waiver, No officer, employee, agent, or other individual acting on behalf of either Party
-has zthe--po-wer;-ri'-ght---ort-aut-hority-:to -w- aive-an y--of-the''.-cond-it-ions--or---prov-l-&I'on
s of -flus - Agreem. -ent.
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 law. 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 anypar*t thereof.
15. Assignment and Delegation. Neither Party -shall assign, transfer or delegate any or all of
the responsibilities ofthis Agreemeiit or the benefits received hereunder without first obtanung-the
written consent of the other Party.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
16* 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,
-17i ConfidentiaW.The Entity. May,. from -time to tim e receive, info ati
P rm: on 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 *4 Court of competent'
julisdiction.
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 of the State of
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 Agreemeft. The Entity further agrees that the .Arbitrator()ion
sdecistherein shall be
final and -binding onAhe Entity- and- thatjudment may be entered: upon .it -in any -court- having
jurisdiction thereof.
19, Co * st 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 Agreement. 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 writing signed by the Parties hereto,
216 Anti -kickback. No officer or employee 6f'the County, having the power or duty to
perform 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 futuregift, favor, service, or other,
.
thing of value from any person with an interest in this Agreement.
22, Severability:Jf 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
A.,
C zaj EVENT: Almost Maine
'7fed,;K.qme P
siti of
AMOUNT: $ 3,000
COUNTY APPROVAL:
Signed this day of. 2023
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
—Z
Danny E. (one, Member
AT ES
Barbara J. Vasqezl Clerk of thoard Date
Apbloved as to form;
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney