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HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)CSC GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCC REQUEST SUBMITTED BY: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: ❑YES ® NO DATE: 02/1 2/2025 PHONE:2931 ®Agreement /Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA 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 Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB EM30-D ���/�� LTAC Grant Agreement 2025-39 with the Soap Lake Police Department for the Soap Lake Soap Box Race in the amount of $10,000-00. Late signing due to staffing changes in the Soap Lake Police Department. If necessary, was this document reviewed by accounting? ❑ YES ❑ NO CI N/A If necessary, was this document reviewed by legal? * YES ❑ NO ❑ N/A DATE OF ACTION: �` �'� � DEFERRED OR CONTINUED TO- APPROVE: DENIED ABSTAIN D1: D2: D3: 4/2 3/24 WITHDRAWN. - RECEIVED FEB 12 2025 GRANT COUNTY COMMISSIONERS K25-025 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT#: 2025-39 EVENT: Soap Lake Soap Box Race ORGANIZATION: Soap Lake Police Department AMOUNT: $10,000.00 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 Soap Lake Police Department 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 distributing information for the -purpose'of attracting and welcoming tourists; developing strategies 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: 11 Pur, , ose of Agreement. 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. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding tern -is of this Agreement. For good cause, as solely 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 madvertising promotion and advertissolely for the pur poses, 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 To 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 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 the purpose 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 ten-nination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $ 10,000.00 as reconnnended by the LTAC and approved by the County Commissioners. 9. Pavment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used. for tourism promo - tion. The proof of expenses shall be forwarded for refinbursement 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 th 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 designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. 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. 11. 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 agent or employee 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 are performed is solely within the discretion of the Entity. All employees who provide services to the Count under r is i u n e 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. 12, Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during nortual 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. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, ,mcd 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, s-abconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. L 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 liabi lity 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 employees, shall apply only to the extent of the -negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's ditty 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 Prosec-tithig 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 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 clahns 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 the power, right or authority to waive any of the conditions or provisions of this Agreement. 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 tm*ie performance bey 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. Assiunment and Delegation. Neither Party shall assipi, transfer or delegate any or all the responsibilities of this Agreement or the benefits received here -Linder without first obtaining the written consent of the other Party. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: t S I enn H e re Nil MOR Printed Nattic Vo ition Z, COUNT-Y APPROVAL, ORGANIZATION: Soap Lake Pollee Department EVENT: Soap Lake Soap Box Race AMOUNT: S 1.0,000.00 Signed this day of -iQ 20251 &A, 4�1 GR -ANT COUNTY BOARD OF COUNITY CO 2 0r Burcge.ss,54ember ATTEST: /0191- Barbara J. Vasquez, Cterk of the Board Date Approved as to form: 'Barbara G. Duerbeck, WSBA 453946 Graiit County Civil DePUty ProseUlting Attorney zn .I