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HomeMy WebLinkAboutAgreements/Contracts - BOCC (006)GRANT COUNTY a 6� LTAC GRANT #: 2022-15 ��_Q'�� THIS AGREEMENT is made by and between the Grant_ County, a non charter County of the State of Washington, hereinafter referred to as "County,11and Grant County Museum, hereinafter referred to as "The Entity," jointly referred to as "Parties." s. DEFINITIONS Tourism Promotion. "Tourism promotion" means' ' activities, operations, and expenditures designed to increase tourism, includingbut not limited advertising, d to advertising, publicizing, or otherwise distributing information for the purpose of attractin a ' g and welcoming tourists; developin strategies to expand tourism; operatingtourism promotion g g p on agencies; and funding the marketingof or the to attract tourists operation of special events and festivals designed . Fund(s). "Fund(s)" is defined as any amount of compensation p ation derived from the lodging tax monies of Grant County which is allocated to the Entityfor tourism risco promotion. . IN CONSIDERATION of the terms and conditions contained ained herein, the Parties covenant and agree as follows: 1. .Purpose of A2reement. Theu ose of this p � Agreement is for the County and .the Entity to promote tourism in. Grant County. The Count agrees to County gr make funds available to the Entit for the purpose of tourism .promotion to. attract visitors o� Y vernlght to create business and revenue in Grant County. 2. Administration. The Board of Count Commissioners oners 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. gr ement. 3. Representations, The Entity shall use the fund ' s received from the County for tourism promotion and advertising solely for the purposes and in accordance ' � ordance with the proposal submitted by the Entity to the County. The Entityshall perform th p e services and work set forth in the proposal and promptly cure any failure in performance. p p p The County has relied upon the representations made by the Entity in the proposal. B exec p s p p y execution of this Agreement, the Entity re resents that t r p he funds will be used for tourism promotion as defined by this Agreement in accordance with current laws, rules and regulations. all g� No substitutions of purpose or use of the funds shat without the written consent1 be made of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. 4.: Reporting. RCW 67.28.1816 as amended includes . . des reporting requirements for the Entity and the Co unty on the use of funds .distributed- ursuant p to this Agreement and the estimated and actual number of increased visitors. These reports are required equired to be provided from the Entityto the County and from the County to the Joint Legislative. g ive. Audit and Review Committee QLARC), r R G MAR3,01 20222 "•c��rl 9�n� ��i tai fi:l� G GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 Entit pp � y s hall provide the County with an estimate of the number of visitors resultin g from the use of funds under this Agreement. The estimated number of visitors provided shall be . p consistent with the Entity's proposal to the County for lodging tax funds to the extent such estimates mates were provided therein. B. Final Report on Increase in Visitors. Upon completion of the tourismromoti p on as specified with the application and this Agreement, but no later than the last workingday ay in 15th day of December of the year funding was received the Ent ity 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 Tact9 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 e 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 JLARC as part of its annual report. D. All p reimbursement requests must include invoice, receipt of payment and/or p Y tear sheet to provide proof of request, payment and use. All reimbursement requests q must be submitted on an itemized invoice. 5. Modifications. The County may modify this Agreement and order changes in g the work whenever necessary or advisable. The Entity will accept modifications consistent with th state and local law when directed orally or in writing by the Count Commissioners or designee. Y gee. 6. Term of Contract. This Agreement shall be in full force and effect upon fullexecution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Part may to ' . _ y y rminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination . p enation by the County that the funds will not be or have not been used for the purpose as ' p rp stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing stributing any further funds to The Entity for work performed or otherwise. The Count shall y ma ke payment for all work satisfactorily performed up to the time of termination. 7. Compensation. The County agrees to pay the Entityan amount not to exceed $12,000.00 , as recommend by the LTAC and approved by the County Commissioners. GRANT COUNTY 8. Payment. The County shall pay the Entity uponresentation of an invoice to the he 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 th y day of December in the year that funds y were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement ' gr ent which is determined in the reasonable judgment of the LTAC or designee to be noncompliant g p 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 COUNT ll: Name: LTAC Clerk Phone Number: 509-754-2011, x2931 Address: 35 C Street NW / PQ Box 37 Ephrata, WA 98823 Email: LTAC@grantcountywa.gov TO THE ENTITY: 'Clay/Zl �- A. ( "1. :; i ` , c to. APplicable Laves and Standards. The Parties, in the erformance of this . p Agreement, agree to comply with all applicable federal, state, and local laws, ordinances and regulations. gu ns. 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 thea agent g 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 . p ed is solely within the discretion of the Entity. Any and all ees em to who provide services t employees p o 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 ement and any liability that. may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have e fii11 access to and the right to examine during normal business hours all of the Entity's records with th 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 fora period of �' p three years from the date final payment is made hereunder. 13. Indemnification and Hold. Harmless. The Entityshall at its sole expense, � p se, defend, indemnify and hold harmless the County and its officers, agents, and employees, g �from any and all fi claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, penses, 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, subcontractors, f subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. 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 liability for damages g 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. The Entity specifically and expressly waives any immunity 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 County, and does not include, or extend to, an 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 Part 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 subsequent uent breach or q nonperforrnance: ---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 nor shall it affect the validity of this Agreement or any part thereof. 15. Assignment 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. 16. 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. 17. 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 competent jurisdiction. 18. Jurisdiction 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. 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 Agreement. 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. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perforin 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. Severability. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENI ENTITY APPROVAL: Sign Heie AA V- e - Printed 'N.- [POsit'16,11 APPROVAL: Signed this . �) ® day of IN,- <-' � 9 2022 Brt Pa 4=� = A, A APR 1 2'2022 arbAra J) Vasquez, elgfk/ofA Board Approved nc! to form: Kevin J. McCrae, WSBA #43087 Grant County Prosecuting Attorney GRANT COUNTY BOARD OF COUNTY COMMISSIONERS Danny E./,Ktone, Chair Rob ones, Vice Chair Cindy Carter, Member Y-1 Z -,Zd 21 Date