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HomeMy WebLinkAboutAgreements/Contracts - BOCC (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCC / LTAC REQUEST SUBMITTED BY: J Gingrich CONTACT PERSON ATTENDING ROUNDTABLE: B Lutz CONFIDENTIAL INFORMATION: ❑YES RNO DATE:2/27/2024 PHONE:2931 Wom, A A ti► d► DAgreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ABPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes []Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations [:]Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Sery/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You 's ❑Tax Title Property ❑WSLCB �'Oki Y K LTAC Agreement #2024-24 with the Moses Lake Airshow for $25,000. DATE OF ACTION: 3c 5--,ZL4 T APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO: GRANT COUNTY TOURISM PROMOTION AGREEMENT LT.ac GRANT a: zoza-za K24-059 EVENT: Moses Lake Airshow ORGANIZATION: Moses Lake Airshow AMOUNT: $ 25000 THIS AGREEMENT is made by and between the Grant County, a non -charter Count of the State Y of Washington, hereinafter referred to as "County," and Moses Lake Airshow hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise .. verp g� distributing information for the purpose of attracting and welcoming tourists; developing strategies p g g 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. Purpose of Agreement. The purpose of this Agreement is for the Count and the Entity tity 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. Forood cause as solei g � y determined by the County, 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 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 thero osal p p and promptly cure any failure in performance. The County has relied upon the representations p p 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 ofu ose or use of the fun p rp ds 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 for use of this tourismg romotion rants p include but are not limited to the following: a. This agreement must be signed and returned to Grant County within 60 days of issuance. If this agreement is not signed by the entity and returned to Grant Count within 60 days for full execution, this agreement will become null and void. b. All requests for reimbursements for your event or are romotion required to be p submitted to Grant County within 60 days of the completion of your event. Failure to submit your reimbursement claim within 60 days will nullify this agreement. c. All requests for reimbursements must be filed with Grant Count no later than Y 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. e. Event reporting must be completed prior to any funds being reimbursed. f. Grant funds M-1 ust be used to advertise, promote, or otherwise attract visitors toyour event/venue from more than 50 miles away (local events should be funded through local LTAC grants). g. Grant funds may not be used for the following: i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. iii. Give away items. 5. Reporting. RCW 67.28.1816 as amended includes reporting requirements for the Entity 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 County will not process requests for reimbursement without the appropriate reports. 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 tax funds, to the extent such estimates were provided therein. b. Final Report on Increase in Visitors: Upon completion of the tourismp romotion as specified with the application and this Agreement, but no later than 60 -days Y afterward, 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 good faith best -estimate of the number of visitors resulting from the use of funds under this Agreement. The final 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT c. 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, p 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. Y 6. 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. 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 Y Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for thep � u ose 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 satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $25000, as recommend by the LTAC and approved by the County Commissioners upon proper documentation and reporting requirements being completed. The County shall pay the Entity uponpresentation of approved documentation to the County. The Entity shall be responsible for showingthat the County funds were 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 of your event but no later than the 15tH da of y 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 designee to be e noncompliant with the scope p of work, the County standards, and the County ordinances, or federal or state law. 9. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 10. 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 employee or agent g of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services areerformed is solely Y within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solei responsible Y for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. GRANT COUNTY TOURISM PROMOTION AGREEMENT 11. Records. The County or State Auditor or any of their representatives shall have full access cess to and the right to examine during normal business hours all the Entity's records with respect t Y p o 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, and recon � oices, materials payrolls d of matters covered by this Agreement for a period of threeY ears from the date final payment is made hereunder. 12. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend, nd, 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 furies, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent g Ys ag , acts, errors or omissions in the services provided by the Entity, the Entity's ents subcontractors subconsultants and employees to the fullest extent permitted b law, subject only to the limit ,� T Y � � y limitations provided below. The Entity's duty to defend, indemnify and hold harmless the Count shall not apply to liability .. Y pp y ty for damages arising out of such services caused by or. resulting from the sole negligence of the C � 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 for da . Y g y mages arising out of such services caused by the concurrent negligence of (a) County or the Count the C's Y 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, y g nts, subcontractors, subconsultants 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 b the office of the County ty 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 ranted un • Y Y g der the Washington. Stcate Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall hall not be limited in any way by any limitation on the amount ort e of damages, compensation type g p on or benefits payable to or for any third party under workers' compensation acts disability benefit p , y it acts, or other employee benefits acts. Provided that the Entity's waiver of immunitydthis under provision vision extends only to claims against the Entity by the County, and does not include or extend to claims b theEntity's employees ' any by y p yees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent, or other individual actin on behalf of either P , g arty has the power, right or authority to waive any of the conditions or provisions of this Agreement. , p gr ement. 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 law, shall be taken and const , Y rued as cumulative, and in addition to every other remedy provided herein orb law. Failure of either her GRANT COUNTY TOURISM PROMOTION AGREEMENT Party to enforce at any time any of the provisions of this Agreement or to an require at time q y e performance by the other Party of any provision hereof shall in no waybe 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 an delegate al g y or 1 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 Entityshall not enter i subcontracts into ontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 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 jurisdiction. com etent p 17. Jurisdiction and Venue. This Agreement is entered into in Grant Count Washington. County, g on. Disputes between the County and the Entity shall be resolved in the Superior Court of the State ate of Washington in Grant County. Notwithstanding the foregoing, the Entitya that it may, agrees g y, at the County's request, be joined as a party in any arbitration proceedingbetween the Count and y any third party that includes a claim or claims that arise out of, or that are related to the Entity's services ervices under this Agreement. The Entity further agrees that the Arbitrators decision therein shall , () all be final and binding on the Entity and that judgment may be entered an upon it in court h p y awing Jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising gout of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation gation (including expert witness fees). 190 Entire Agreement. This written Agreement constitutes the entire and complete agreement p g ent between the Parties and supersedes any prior oral or written agreements. This Agreement may y not be changed, modified, or altered except in writing signed by the Parties hereto. 20. Anti -kickback. No officer or employee of the County, having theor duty Y g power y to perform an official act or action related to this Agreement shall have or acquire any interest i n this Agreement, or have solicited, accepted, or granted a present or futureift favor, service or g � � 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 should be held eld to be invalid for any reason by a court of competent jurisdiction, such invalidityhall snot affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Hese Printed Nal"ne, Position 04 �t-ezlc— Date COUNTY APPROVAL: ORGANIZATION: Moses Lake Airshow EVENT: Moses Lake Airshow AMOUNT: $ 25000 Signed this -day of 2024. GRANT COUNTY OF COUI�4TYIIICOMMISSIONERS Cindy Carter —Chair Danny E./Stone, Vice -hai Rob ember ATTEST: Barbara JI'Vasquez, Cl of A. -o rd )3 Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney Ll Date Jerry T. Gingrich From: Barbara G. Duerbeck Sent: Thursday, February22 2024 9:4 - 6 AM To: Jerry T. Gingrich Subject: RE: LTAC 2024-24' / Moses Lake Airshow This has my approval. Thank you, Barbara G. Duerbeck Deputy Prosecuting Attorney Grant County Prosecuting Attorney's Office Civil/Appellate Division 509-754-2011 Extension 3912 baduerbecntvwa Dov The contents of this e-mail message, including any attachments are intended solely for the use of the person or entity to whom the e-mail was addressed. It contains information that may berotected b p y attorney-client privilege, work -product, or other privileges, and may be restricted from disclosure by applicable state and federal. message, be advised that any dissemination, distribution law. If, you are not the intended recipient of this or use of the contents of this message is strictly prohibited. If you received this message in error, please contact the sender by reply e-mail. Please also permanently delete all copies of the original e-mail and any attached documentation. Please be advised that any reply to this email may be considered a public recon and be subject to disclosure upon request. Thank you. d From: Jerry T. Gingrich <jtgingrich@grantcountywa.gov> Sent: Thursday, February 22, 2024 9:43 AM To: Barbara G. Duerbeck g . <bgduerbeck@grantcount waov> Y Subject: LTAC 2024-24 / Moses Lake Airshow 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.prantcountvwa pov jtpinarich@gran tcountywa pov