HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: BICC / LTAC . 2/12/24
REQUEST SUBMITTED BY: J• GINGRICH DATE. 2931
PHONE:
CONTACT PERSON ATTENDING ROUNDTABLE: J• GINGRICH
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DATE OF ACTION:
APPROVE: DENIED ABSTAIN
DI:
D2:
D3:
DEFERRED OR CONTINUED TO:
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-13 IC24-03 I
EVENT: 90s Flannelfest
ORGANIZATION: Grant County Fairgrounds
AMOUNT: $ 20000
THIS AGREEMENT is made b and between the e Grant County, anon -charter Count of t
of Washington, hereinafter referred to a Y he State
s "County," and Grant County Fair ounds
referred to as "The Entity," jointly refe " hereinafter
Y rred to as Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" •
p means activities, operations, and expenditures
designed to increase tourism, includingbut not 1ip tures
mated to advertising, publicizing.,or otherwise
distributing information for the purpose of attracting rwise
p rp acting and welcoming tourists; developing s
to expand tourism; operating tourism promotion p g trategies
. • p n agencies; and funding the marketing of or th
operation of special events and festivals designed to attract g e
g ract 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 ons contained herein, the Parti
agree as follows: es covenant and
. Purpose of A recment. The purpose p rp of this Agreement is for the Count and '
to promote tourism in Grant Count T Y the Entity
County. he County agrees to make funds available
promotion t to the Entity for
the purpose of tourism
p o attract visitors overnight to create business a
Grant County. and revenue in
2. Administration. The hoard of County Commissioners Office shall administer a
primary contact for The Entityregarding and b e the
re g ng terms of this Agreement. Forood cause
determined by the County, the Count g , as solely
County may direct that the Entity is no longer entitled
. and to o g to the use of
said funds for tourism promotion
terminate this Agr�elnent.
3. Rcpresentations, The Entityshall
use the funds received from the Count for '
promotion and advertising solely for the purposes Y tourism
p rp es and in accordance with the proposal submitted
by the Entity to the County. The Entityshall p p matted
1 perform the services and work set forth i
and promptly cure an failure in n the proposal
Y performance. The County has relied upon t
in the r p he representations
made by the Entity proposal. By execution of this Agreement, the E
funds will be used for to � � ntity represents that the
urism promotion as defined by this Agreement in accordance rdance with all
current laws, rules and regulations. ns. No substitutions of purpose or use of the funds shall be made
without the written consent of
the County. The County shall make decisions ons and carry out its other
responsibilities in a timely manner.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Requirements for use oft '
his tourism promotion grants
include but are not limited to the following:
a. This agreement must be signed andreturned to Grant Count '
. y within 60 days of
issuance. If this agreement is not signed b the entity. and return
Y y ed to Grant County
within 60 days for full execution, this agreement will become null and void.
b. All requests for reimbursements for your event or promotion are required to be
submitted to Grant County within 60 days of the completion of
p .your event. Failure
to submit your reimbursement claim within 60 days will nullify fy this agreement.
c. All requests for reimbursements must be filed with Grant County no later than
Friday, December 13, 2024, without exception,
d. All requests for reimbursements, upon completion of event, , must be filed on a Grant
County approved invoice that details the reimbursements requests.
q s.
e. Event reporting must be completed prior to an funds being reimbursed.
f Y g ursed.
. Grant funds must be used to advertise, promote, or otherwise attractvisitors visitors to your
.event/venue from more than 50 miles awaylocal events should b
� e funded through
local LTAC grants).
g
g. Grant funds may not be used for the following:
g
i. Capital Improvements
ii. Advertising locally — to draw from local crowds for local events.
iii. Give away items.
5. IleportinLy. RCW 67.28.1816 as amended includes reporting p g requirements for the Entity
and the County on the use of funds distributedursuant to this Agreement p gr ement and the estimated and
actual number of increased visitors. These reports are required to be provided q p ovided by the Entity to the
County and by the County to the Joint Legislative Audit and Review Committee (JLARC). The
County will not process requests for reimbursement without the appropriate pp opriate reports. The following
provisions allow the Entity and The County to meet their respective '
p requirements under RCW
67.28.1816.
a. Estimated Increase in Visitors: As part of its LTAC application, pp n, 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 visit '
ors provided shall
be consistent with the Entity's proposal to the Count for to ¢
County dgi_na tax funds? to the
extent such estimates were provided therein.
b. Final Re -port on Increase in Visitors: Upon completion oftourism promotion as
specified with the application and this Agreement, but no later ater than 60 -days
afterward, the Entity shall complete a report substantial) d
p y and 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. gr anent. The numbers
of visitors shall be based on an actual count, or if it is notrac
p tical 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 b e 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.
GRANT C TOURISM PROMOTION
AGREEMENT
c. County RQ.Q-r�tin The Countyshall '
provide the Entity's estimates a
to JLARC as part of its annual and final rep
report. ort
d. A11 reimbursement requests q must include copies of the invoice receipt
r � pt of payment
and/or tear sheet to provide p proof of request, payment, and use. A
requests must be submitted11 reimbursement
on an itemized cover invoicer
p ovided by the County.
6. Modifications. The County may modify this Agreement and order c
hanges in the work
whenever necessary or advisable. The Entity will accept modifications c
local law when directed orallyin writing onsistent with state and
or writing by the County Commissioners ordesi'
gnee.
7. Term of Contract. This Agreement gT ement shall be in full force and effect u
and shall remain in effect until terminated upon full execution
either by The Entity expending
funds or completion of the to Y p g the allocated Count
tourism promotion activities. Either Y
Agreement by 30 days written Party may terminate this
Y notice to the other Party or with no notice upon a determination b
not be or have not been used fort Y
the County that the funds will he purpose as stated in this
Agreement. In the event of such termination, the Count s
an further fun Y hall cease and desist from distributing
Y ds to The Entity for work performed uting
fora p d or otherwise. The Count shall
11 work satisfactorily performed u Y make payment
p to the time of termination.
8.
Compensation. The Count _
y agrees to pay the Entity an amount not to exceed
recommend by the LTAC and approved $20000, as
pp by the County Commissioners u
and reporting requirements beingcom upon proper documentation
completed. The County shalla e '
p Y the Entity upon presentation
of approved documentation tot
he County. The Entityshall be
responsible for showing that the
County funds were used
for tourism promotion. Ther04f of expenses shall be forwarded
reimbursement t Thep
roof the LTAC Clerk, as part of required for
q red reporting, at the below stated
60 -da s from the com letion of you address no
later than
r event but no later than the 15th da of I�
the year that funds were awarded for year around Y ecember in
promotion.
The County reserves the right to withhold thhold payment of funds under
determined in the reasonable 'ud this Agreement which is
� gment ofthe LTAC or designee to be no
of work, the County standards and the 'ncompllant with the scope
s County ordinances, or federal or
state law.
9• Applicable Laws and Standa i
Standards. The Parties, n theerforina '
agree to comply with all ap licable fader p nce of this Agreement,
p al, state, and local laws ordinances, and regulations.
lo. Relationshipof the Parties.
It is understood, agreed and de
s s Glared that the Entity, its
employees, agents and assigns hall be an independent contractor
of the County, that the Count and not the agent or employee
y is interested in only the results to
control the articular ma be achieved, and that the right to
p neer, method, and means in whichg
within the discretion the services are performed is s
of the Entity. All employees w solely
Agreement who provide services to the Count '
gi' shall be deemed employees solei y under this
for y o f the Entity. The Entityshall b e
the conduct and actions of all employees solely responsible
thatthereto.p oyees of the Entity under this Agreement • -
may attach ' nt and any Liability
GRANT COUNTY TOURISM PROMOTION AGREEMENT
11. 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 bepennitted to audit, examine and
make excerpts or transcripts from such records and to'make audts of all contracts, invoices,
materials, payrolls and record of matters covered by this Agreement for a period of threeears
from the date final payment is made hereunder. y
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, from 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 agents5 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 liabilitfor
y
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 damaes
g
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 agents9 subcontractors, subconsultants and
employees, shall apply only to the extent of the negligence of the Entity, the Entity's agents
subcontractors) subconsultants and employees. 9
The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims
demands I
, 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 Count
Prosecuting Attorney, outside consultant costsy
, court costs, fees for collection, and all other claim -
related expenses.
The Entity specifically and expressly waives any immunity that may be granted 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 provisi•ons of this Agreement.
A waiver in one instance shall not be held to be awaiver 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
GRANT COUNTY TOURISM PROMOTION AGREEMENT
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 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. or
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
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at
County's request, be joined.as a party in any arbitration proceeding b the
between the County and any
third party that includes a claim or claims that arise out of, or that are related to the Entity5s 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 ed to its reasonable attorney's fees and costs of such litigation
(including expert witness fees).
19. Entire Aueement. 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, modifitead or altered except in writing signed b the Parties hereto.
y
20. Anti -kickback. No officer or employee of the County, having the power or duty to
6
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 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 shoal
e ed
to be invalid for any reason by a court of competent jurisdiction, such invaliditshall
the validity of any other section, sentencey not affect
, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
EI'ITY APPROVAL:
ign HereORGANIZATION: •Grant County Fairgrounds
A T;"
rA Me 6
9®S Flannelfest
1�4�0 4,
AMOUNT: $ 20000
D-afe
COUNTY APPROVAL:
JA -
Signed this day of
2024.
ATTEST:
Barbara J. Va uez, Cle f t Board
Approved as to form.
GRANT COUNTY
FCO TY
MISSIONERS
Cindy -Carte D,Chair
Danny e
Rob Jones-, ember
4�
Date
Barbara G. Duerbeek, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
P" iIs
Jerry T. Gngrich
Sent: Barbara G. Duerbeck
To: Monday, February 12, 2024 4:05 PM
Subject: Jerry T. Gingrich
Re: 2024-13 - GCFG 90s Flans
elfest
This has my approvat.
From: Jerry T. Gingrich <jtgingrich@grantcountywa-gov>
Sent: Monday, February'12.,2024 3:26 PM
To: Barbara G. Duerbeck <bgduerbeck@grantcountywa.gov>
Subject: 2024-13 -' GCFG 90s Flannelfest
For Your review and approvat,please
Jerry T. Gingrich
Deputy Clerk Of the Board 2
Grant County Board Of Commissioners
PO Box 37
Ephrata, wA 98823
509-754-2011 ext. 2931
Fax: 509-754-6098
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