HomeMy WebLinkAboutContract Award - BOCC (002)5�
K22-059
LTAC GRANT #: 2022-21
THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State
of Washington, hereinafter referred to as "County, If and Quincy Valley Tourism Assoc, hereinafter
referred to as "The Entity," jointly referred to as "Parties,."
DEFINITIONS
Tourism Promotion. "Tourism promotion!' means activities, operations, and expenditures
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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 taLtrism promotion. agencies; and fimding 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 Bollows,-
Puroose of Ag[gement. The purpose of this Agreement is for the County and the Entit
to promote tourism. nM Grant County. The County agrees to make funds aval able to the Entity for
the purpose of laufisin pr I I
ombt * on to attract visitors ovemight to create* business and " revenue in
-6fant -County.
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Administration. The Board of County Cornmissioners Office shall admini
pnmary 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 terniffiate this Agreement.
3a presentations. The Entitv shall use the fiords received &0. W eived from the County for tourism
promotion and advertising solely for the purpos'es 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 perfonnance. The County has relied upon the representations
made by the Entity in the proposal. By execution of this Agreement, the Entity re resents that the
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fluids will be used for tourism promotion as de 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 catry out its other
responsibilities in a timely manner.
49 Reporting, RCW 67.28.1 816 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
actuhl nu: ber of increased visitors. , These keports are required to be provided -from the -'E ntity to
the'CoWity and ,from the County to the kint Legislative Audifaild R6viewComlil;
itteie (JILARC),
I RECEI'
MAR 2 3 2022
GRANT COUNTY COMMISSIONER.S...
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The following provisions allow the Entity and The County to meet their respective requirements
under R 67.28.18160
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 frorn 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 promotion as
specified with the application and this Agreement, but no later than the last working day in
15'hday 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 funds under this Agreement. The final report shall describe the
methods used to determine the actual number of visitors, or in the event such nmubers 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 JLARC 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 mid use. All reimbursement requests must be
submitted on an itemized invoice.
50 Modifications. The County may modify this Agreement and order chmiges 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 dign
esee.
6. Term of Contract. This Agreement shall be in full force and effect -upon fall execution
and sh-all remain in effect until terminated either by The Entity expending the allocated County
Rmd.s 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 makepayment
for all work satisfactorily performed up to the time of tennination.
7* !90M.Uensation. The County agrees to pay the Entity an amount not to exceed $1,000.00
as recommend by the LTAC and approved by the County Commissioners.
8. Pgyment. 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 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'h 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.
9. Notice. Notice shall be given in writing as follows:
TO THE COUNTY; -
Name: LTAC Clerk
Phone Number: 509-754.2011, x2931
Address: 3 5 C Street NW / PO Box 3 7
Ephrata, WA 98823
Email: LTAC@granteotintywa.gov
TO THE ENTITY:
10. Applicable 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.
lie Relations i 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 fight to
control the particular manner, method, and means in which the services are perfonned i
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errors or ornissions 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, indemnify and hold hannIess the County shall not apply to liability for
damages arising out of such services caused by or resulting Rom, 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 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 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 by the office of the County
Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim -
related expenses.
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The Entity specifically and expressly waives any lin unity that may be granted it 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 Comity, 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, tight 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 lair, Failure of either
Patty to enforce at any time any of the provisions of this Agreement or to require at any time
peiformance by the other Party of any proviision 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. AEsiix 'ment and Delegation. Neither Party shall assign, transfer or delegate any or all of
the responsibilities of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other Party.
160 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,
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17. Confidential' The
%MAI"Yo 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 jun' sdiction.
M lurisdiction and Venge, 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 Entit y 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 finther 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
jucsdiction thereof.
19. Cost and Attorney!s Fees. The prevailing party in any litigation or arbitration arising out
of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation
(including expert witness fees).
20, Entire Agee ment, 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, modified or altered except in writing signed by the Parties hereto.
2140 Anti -kickback. No officer or employee of the County, having thepower or duty to
perform an official act or action related to this Agreement shall have or acquire any interest in thisAgreement, or have solicited, accepted or granted a present or fature gift, favor, service or other
thing of value from any person with an interest in this Agreement.
224, Severabffltv,. If any section, sentence, clause or phrase of this Agreement should be held
to be invalid for anreason by a court of competent Jurisdiction, such invalidity shall not affect
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the validity of any other section, sentence, clause or phrase of this Agreement.
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APPROVAL:
17
Signed this day of 2022
ATTEST:
uez, C Of Board
Approved as to form:
19 3087
Kevin J. Mc rae. WSBA WSBA &
Grant County Prosecuting Attorney
GRANT COUNTY
BOARD OF COUNTY CONZESSIONERS,
Dqpy E. Stine, Chair
go'
Rola JonisVfce' Chair
Date
im
MAR 21 2022