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K22-058
GRANT COUNTY TOURISM PROMOTION Ato-i" I E )
LTAC GRANT #: 2022 -
THIS AGREEMENTis made by and. between the Grant County, a non -charter County of the State
of Washington, hereinafter referred to as 1 *sAssoc,"County." and Qu*11cy Valley Tourl m As hereinafter
referred to as "The Entity," jointly refeffed to as "Parties."
Tourism Promotiom "Tourism. promotion" means activities, oerations, and expend'
P itures
designed to increase tourism, including but not h ited to advertising, publicizing, or otherwise
im
distributing infortnation for the purpose of attracting and welco ng tourists, d velopi ig s ategies
mi'e i tr
to expand tourism; operating tourism promotion agencies; and funding the marketinaof or the
operation of special events and festivals designed to attract tourists.
Fund(s). "Fund(s)" is defined as any amount of compensation derived fro
rn the lodging tax monies
of Grant County which is allocated to the Entity for tourism promotion.
IN CONSIDERATION of the terns and conditions contained herein, the Parties covenant and
agree as follows:
110 Pur,A
nose of AgKeemcnt, The purpose of this Agreement is for the County and the Entity
to promote tourism in Grant County. The bounty agrees to make finds' available to the Entity for
the purposeI of tourism pr6motion to attract visitors overnight to.,6r
cafe busin'ess.and revenuers
Grant County.
2* - Administratiom 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 may direct that the Entity is no longer entitled to the use of
said funds for tourism promotion and terminate this Agreement.
3, Ke,presentations. 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 forthin the proposal
and 'promptly cure any failure in. performance. The County has roll upon the representations
made by the Entity "in the proposal. By execution of this Agreement, the Entity represents that the
fitnds will be used for touri
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 tourism promoti on as
specified with the application and 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 good faith best -estimate of the number of visitors
resulting from the use of fLmds 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.
C. The County Reporting. The County shall provide the Entity's estimates in final
report to MARC as part of its annual report,
D. All reimbursement requests must include 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 m*voice.
5, 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 Coinmissioners or designee.
6. Term of Contract. This Agreement shall be in full force and effect upon fall execution
and shall remain in effect until terminated either by The Entity expending the allocated County
funds or compietion 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 theputpose 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 perfon-ned or otherwise. The County shall make payment
for all work satisfactorily performed up to the time of terminations
7.LoLn
... pew n. The County agrees to pay the Entity an amount not to exceed $1 1000.00
as recommend by the LTAC and approved by the County Commissioners.
IYU
8* PaMent. The County shall pay the Entity upon presentation of an invoice to the County.
The Entity shall be responsible for showing that the County funds were used for tourism
promotion. The proof of expenses shall be forwarded for reimbursement to the LT 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 151h 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.
91, Notice. Notice shall be given M* writing as follows:
TO THE COUNTY:
Name: LT, C Clerk
Phone Number: 509-754-201 t , x2931
Address: 35 C Street NW / PO Box 3
Ephrata, WA 98823
Email: LTAC@grantcountywa.gov
TO THE ENTITY:
'0*" % �Q��4.'.YIourssm Assoc.
Name:(QL(JYJCN' ber:0040
,Phone'
Um
Address: ?, O. 00"8o 4P 40 rs
City/Zip: 79SYS
Emlail:
100 alicable Laws and Standards. The Parties, in the perfonnance of this Agreement,
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.
110 Relat.ons 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 perfomaed is solely
within. the discretion of the Entity. Any and all. employees -who provide services to the County
under 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 normal business hours all of 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.
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
injuries,
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, njunes,
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, subcontractors,
subconsultants, and employees to the fullest extent pennitted by law, subject only to the limitations
provided below.
The Entity's duty to defend, indenmify and hold han-uless 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 4.24.1.1. 5
The Entity's duty to defend, indemiffy and hold hannless the County against liability for darnages
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 duty to defend, indenmify and hold the County hannless 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 expenses.
The Entity specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW. These indenmification 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.
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
nonperfonnance. 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 sions nor shall it affect the validity of this Agreement or any part thereof.
15* rmentand Dele -of
.o,aflon. 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.
1.6. '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
1*
written approval of the County.
M -N V A
_J
0 LAC _11_001
17. Ltv. The Entity may, from time to time, receive infonnation which is deemed
by the County to be confidential. The Entity shall not disclose such infortnation without the prior
express written consent of the County or upon order of a Court of competent Jurisdiction.
18.ju�riscficn`on 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 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
19,0 Cost and Attorney. '.sFees. The prevailing party in any litigation or arbitration arising o-Ut
of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation
(including expert witness fees).
2010 ' Entire ement. This written Agreement constitutes the entire and complete agreement
between the Parties and. supersedes any pti or oral or written agreements. This Agreement may not
be changed, modified or altered except in writing signed by the Parties hereto.
21. Anti -kickback. No officer or employee of 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 future gift, favor, service or other
thing of value from any person with an interest in this Agreement.
22. Severabifity. If 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.
'AL:
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Signed thisday of �
. / , 42022
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ATTEST:
AsquCom~er of e or.
Approved to form:
Kevin J. 4c,-C,rae, WSBA #43087
Grant County Prosecuting Attorney
BOARD OF COUNTY COMMISSIONERS
Cindy Carter; Member
Date
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