HomeMy WebLinkAboutAgreements/Contracts - BOCC (009)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
Dl:
D2:
D3:
DEFERRED OR CONTINUED TO:
GRANT . COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-31
EVENT: Year Round Promotion K24-.037
ORGANIZATION: Ephrata Chamber Of Commerce
AMOUNT: $ 30000
THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State
of Washington, hereinafter referred to as "County,,, and Ephrata Chamber Of Commerce hereinafter
referred to as "The Entity," jointly referred to as "Parties.11
ffl���IIMZJ
Tourism Promotion. "Tourism promotionl� means activities, operations, and expenditures
designed to increase tourism, including but A limited to advertising,
no
publicizing, or otherwise
distributing information for the purpose of attracting and wele
oming tourists; developing strategies
to expand tourism;. operating tourism promotion agencies and fandin the marketing of or the
operation of special events and fest'ivals designed to attract ; to 9
urists.
Fund(s). "Fund(s)" is defined as any amount of compensation n. 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 P
agree as follows: arties covenant and
1.. Purpose of Agreement* Thepurpose •of this Agreement is for the County •and the Enti
to promote tourism in - Grant Grant County. The County agrees to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to c reate,business and revenue in
Grant County.
20er and be the
Admmstration. The Board of County Commissioners Office shall administ
primary contact for The Entity regarding terms of this Agreement. Forgood
determined by the Countcause, as solely
y,
the County may direct that the Entity is no 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 theCounty for tourism
promotion and -advertising solely for the Purposes and in accordance with the
by the Entity to the County. The E proposal submitted
. ntity shall perform the services •and work set forth in the proposal
and promptly cure any fai * lure in Performance. The County has relied upon the representations
made by the Entity in the proposal.. By execution of this Agreement
funds will be used for tourism promotion the Entity represents that the
ion 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• Requirements for Grant Use. Requirements '
q for use of this tourism promotion grants
include but are not limited to the following:
g
a. This agreement must be signed and returned to Gr '
Grant County within 60 days of
issuance. If this agreement is not signed b theentity g by and returned to Grant County
within 60 days for full execution, this agreement will
� become null and void.
b. All requests for reimbursements forour
Y event or promotion are required to be
mpl
submitted to Grant County within 60 days of the completion Y etlan of your event. Failure
to submit your reimbursement claim -within 60da s will - y 11 nullify this agreement.
c. All requests for reimbursements must be filed with Grant County no later than
Friday, December 13, 2024, without exce tion.
d p
All requests for reimbursements, u com pon completion of event, must be filed on a Grant
County
. approved invoice that details the reimbursements requests.
e. Individual event requirements if necessa
ry, will be addressed in appendix 1.
f. Event reportingmust must b e completed eted rior to • •
p p any funds being reimbursed.
5. Rep2LLmg. RCW 67.28.1816 •
as amended Includes reporting requirements for the E
and the County on the use of funds distributed ntity
pursuant to this Agreement and the esti
actual. number of increased visitors. mated and
sitors. These reports are required to be provided b the '
Count and b the County p Y Entity to the
Y Y my to the Joint I,egislativ� Audit and Review Committee
(JLARC)'*. The
County will not process requests for reimbursement without the appropriate reports. The following
provisions allow. the Entity. and The .Count to meet the'
Y it respective requirements under RCW
67.28.1816.
a. Estimated Increase in Visitors: As art of its LTAC •
p 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 nu '
mber of visitors provided shall
be consistent with the Entity's proposal to the County for lodging ng tax funds to the
extent such estimates were provided therein.
b. Final Re ort on Increase in visit.
ors. Upon completion of the tourism promo as
specified with thea 1' 'no
application and this Agreement, but no later, than 60 -da
afterward, the Entity: shall complete a re Ys
p port substantially and provide to the Count
a final. report of the number of visitors Y
resulting from the use of funds under this
Agreement and expenditures and uses of funds and this' under this Agreement. The numbers
of visitors shall be based on an actual count or if '
itis not practical 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 '
p 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. County Re orting: The County shallrovide the E '
p 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, q , p y ent, and use. All reimbursement
requests must be submitted on an itemized cover invoicerovi
p ded by the County.
Z F. -1
;RANT COUNTY TOURISM PROMOTION
AGREEMENA
6. Modifications. The County y may modify this Agreement and order
never necessary or advisable. The changes in the work
Entity will accept modification •
I law when directed orallyor • • s consistent with state and
n writing by the County Commissioners.
or designee.
7. Tarin of Contract. This Agreement shall be in full force and effect
and shall remain in effect until term.iupon full execution
nated either by The Entityexpending
funds or completion of the tourism p ng the allocated Count
promotion activities. � Either P y
Agreement by 30 days written notice arty may terminate this
to the other Party or with no notice
the County that the funds will not upon a determination b
b e or have not been used for Y
Agreement. In the event of the purpose as stated in this
such termination, the Count shall s
any further funds to Y 1 cease and desist from distributing
The Entity far work erformed bating
for all woe p or otherwise. The Count shall
satisfactorily performed u tot y mare payment
p he time of termination.
8• Compensation. The Count
recommend - Y agrees to pay the Entity an amount not toe
mmend by the LTAC and approved xceed0Oa_0, as
. pp d by the County Connnissioners .
and reporting requirements being upon proper d6 cumentation
. . ng completed. The County shall a th � •
of approved documentation t0 the pay e EntitY upon presentation
County. The Entity shall be responsible ponsible for showing that the
County funds were used for tourism promotion. The proof of expenses - s
reimbursement to the LTAC Clerk p hall be forwarded far
1 .. , as part of required reporting, at the bel
ater than 60 -da s from the com letion ow stated address no
of our event but no later than theth
the year that funds were awarded f 1 S day of L)ecember in
or year around promotion.
The County reserves the right to .
g withhold payment of funds and
determined in the reasonable 'ud under this Agreement which. is
gment of the LTAC or designee to be no p
of work, the County standards and or fade ncompliant with the sco e
the County ordinances
9 federal or state law.
9* licabl e La vis
and Sta d ands. The Parties in t
agree to com 1 with a he performance of this Agreement,
p Y 11 applicable federal, state and' ernent,
I
ocal laws, ordinances and re '
gulations.
1016 RelationshiDof the � •
Parties. It is understood a
employees, agents and a ' :greed, and declared that the Ent' ' .
g signs shall be: an rude endent co itY, its
of the Count that t p contractor and not the agent or e
Y� he County is interested in only g mployee
control the y the results to be achieved and •
particular manner, method and 9 , that the right to
• means in which the services are Performed
within the discretion of the Entity. p f°rmed is solei
. - y All employees who provide se Y
Agreement shall be deemed em p rvices to the County under this
employees solely of the Enti T '
for the conduct and act' ty he Entity shall be solei res
. ions of all employees of the EntityY responsible
that may attach thereto under this Agreement and an liability
. y
11• Records. The Count or Stat '
Y e Auditor or any of their representatives
to and the right to .examine Burin no shall have full access
g normal business hours all the 'Entity's •
matters covered in this Agreement. Suchy s records with respect to all
representatives shall be e '
make excerpts or transcripts from s permitted to audit, examine and
-
materials uch records and to make audits •
materials, payrolls and record of m its of all contracts, invoices
matters covered by this Agreement '
from the date final payment is ma for a period of three ears
de hereunder, y
G -I
RANT COUNTY TOURISM PROMOTION AGREEMENI
12. Inde.rmifica%®n 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 agents sub
subconsultants and employees to the fullest extent permitted by law, subject only contractors,
provided below. to the limitations
The Entity's duty to defend, indemnify and holdharmless the Count
damages arisin y shall not apply to liability for
9 out of such services caused by or resulting f'r'om the sole negligence of the County
or the County's ag'ent's or employees pursuant to IAC 4.24.115.
The Entity's duty to defend, indemnify and hold harmless -the Count *lity for damages
y against. RAW,.
-arising out of such services caused by the concurrent negligence
a or em e, - - - - . ! -... . of (a) the.Couhty or the Count 's
s b) the Enti. the Enti v1s a y
gents oye and ty�
gents5 subcontractors, subcon�sultants and
employees, shall apply only to the extent of the negligence of the Entity, the Entity's a ents
subc'ontractorsi. subconsultants and loy* 9
employees.
The Entity's duty to defendind
emmfy and hold the 'County harmless shall include 0 all claims
0
demands, losses and liability to Which • it appli• es, the Count 's as t
e -personnel-rolato'd costs, ts.
os
reasonable
attorneys' fees, and the reasonable 'value o'fatly'services rendered by the office of the Co*uli 1. ty
Prosecuting .Attomey, outside consultant costs, court costs fees for collection, and all other claim -
related expenses.
The Entity specifically and expressly w aiVes any •immunity that may be. granted under the
Washington State Industrial Insurance Act
Title 5.1 RCW. These indemnification obligations shall
not be limited in any way by anylimitati' 'the -uftt, 'f dam
on on amo or e 0 ages�, compensation or
benefits Ofit'' por -for" an ythirdparty under workers' compensation actsdi- sab!'I't11
or other employee benefits acts. Pry benefit acts,
ovided that the Entity's waiver of immunity under this
provision
extends only to elanisi'ag"ad n'st the* Entity by the County, and`do'e's' not include' 6 r"
claims by the Entity's employees directly against the Entity. The Entity her extend to, any
indemnification hereby certifies that this
ation provision wa mutu
s all negotiated.
y
13. Waiver. No officer� employee', •ageh*t, or other ihdi'•vidual acti•
ng on behalf of either Party
has the powerir, right or authority to waive any of the condit-ions or provisions of this A
A waiver in one instance'- shall not be held to greement.
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 orb 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 any part thereof.
GRANT COUNTY TOURISM PROMOTION AGRE 1%/r
LV-& N-
14. Assi2nment and Dele atioffl. Neither Party shall assign5 transfer or delegate an or all t -k -
responsibilities of this Agreement or the benefits received hereunder without first o y LLVW
written consent of the other Party. btaining the
15. Subcontracts. Except as Otherwise provided herein, t
subcontracts for any of the wohe Entity, shall not enter into
rk contemplated under this Agreement without obtaining prior
written approval of the County.
160 ConfidengAiLq. 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.
170 Jurisdiction and Vpm-wa
0 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 clai m' or claims that arise out of
, or that are related to the Entity S servic s
further agrees that the Arbitrator(s) decision therein shall be
under this Agreement. The Entity f 5 e
final and binding on the Entity and that judgment may be entered upon it in any court having
jurisdiction thereof.
18. �Cost and Attorne
YILF.ees. The prevailing party in any litigation •or arbitration ansing
of this Agreement out
. shall be entitled to its reasonable attorney5s fees and costs o
(including expert witness fees). f such litigation
199 Entire Aueemen-'U, This.
written Agreement constitutes the entire and complete a�,rreemlrk-"
between the Parties and supersedes a:ny
be changed, modified prior oral or written agreements. This Agreement may not
9 or altered except •in writing signed by the Parties hereto.
20, Anti -kickback. No Officer or employee of the Count Navin
aving the Power or. duty to
perform an official act or action rely to this Agreement shall have or acquire any interest in this
Agreement, or have solicited, accepted, or granted a resent or re gift, favor� service, or other
thing of value from any person with an interest in this Agreement.
21. Severability. If any sectio sentence, clause, or phrase of this Agreement should be held
to be invalid for any reason by a court of competent juris
the validity of any other section diction, such invalidity shall not affect
� sentence, clause, or phrase of this Agreement.*
Jerry T. Gingrich
From-, Barbara G. Duerbeck
Sent: Monday, February 12, 2024 4:27 PM
To: Jerry T. Gingrich
Subject: Re: 2024-31 - Ephrata COC
This has my approval.
From: Jerry T. Gingrich <jtgingrich@grantcountywa.gov>
Sent: Monday, February 12,.2024 3:30 PM
To: Barbara G. Duerbeck <bgduerbeck@grantcountywa.gov>
Subject: 2024-31- Ephrata COC
Please see the attached for your review and approval.
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
www. grantcountywa.clov
itqin qrich @ gran tcoun tywa. go