HomeMy WebLinkAboutAgreements/Contracts - BOCC (008)GRANT COUNTY TOURISM PROM 0 AG EMENI
LTAC GRANT #: 2022-17
THIS AGREEMENT is made by and between the Grant County, a non -charter Count of
Y y the State
of Washington, hereinafter referred to as "County," and Moses Lake Spring Festival '
jointly
p g ,hereinafter
referred to as The Entity, referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, and
p , expenditures
designed to increase tourism, including but not limited to advertising,publicizing, p g, or otherwise
distributing information for the purpose of attracting and welcoming tourists; developing ng strategies
to expand tourism; operating tourism promotion agencies; and fundingthe 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 t '
g g ax monies
of Grant County which is allocated to the Entity for tourismp romotion.
IN CONSIDERATION of the terms and conditions contained herein the Parties covenant and
agree as follows:
1. Purpose of y the Entity
Agreement. The purpose of this Agreement is for the Count and '
. ty
to promote. tourism in Grant County. The County agrees to make funds available to the Entity for
the purpose of tourism promotion to attract visit ors...overni ht to create business a
Grant County.
g and revenue in
2. Administration. 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 longer entitle
no g d 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 thero osal
p p 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 y re re
p sents that the
funds will be used for tourism promotion as defined b this Agreement in accordance '
Y g dance with all
current laws, rules and regulations. No substitutions of purpose or use of the funds shall all be made
without the written consent 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 reporting requirements for the Entity
and the County on the use of funds distributed pursuant to this Agreement and the *estimated gr stimated and
actual number of increased visitors. These reports are required to be '
p q provided from the Entity to
the County and from the County to the Joint Legislative Audit and Review Committee (JLARC).
TE
C
EWED
�
MAR 3 1 2022
I R A 4 COUNTY (310 I M I S I E� 9 S
GRANT COUNTY TOURISM PROMOTION AGREEMENT
The following provisions allow the Entity and The County to meet their respective requirements
under RCW 67.28.1816.
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A. Estimated Increase in Visitors. As part of its LTAC application, the Entity shall
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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
. p nt
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 the last workingda i
day
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 funds under this Agreement. The final report shall describe the
e
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 JLAR.0 as part of its annual report.
D. All reimbursement requests must include invoice, p
receipt of payment and/or tear
sheet to provide proof of request, payment and use. All reimbursement requests mus
. q t be
submitted on an itemized invoice.
5. Modifications. The County may modify this Agreement and order changes in the work
rk
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.
6. Term of Contract. This Agreement shall be in full force and effect upon full execution
ution
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 n by
the County that the funds will not be or have not been used for theu ose as stated i
p rp n 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 Count shall a
Y make payment
for all work satisfactorily performed up to the time of termination.
7. Compensation. The County agrees to pay the Entity an amount not to exceed15 000
$ .00
, as recommend by the LTAC and approved by the County Commissioners.
G -I
RANT COUNTY TOURISM PROMOTION AGREEMENT
8. Payment. The County shall pay the Entity upon presentation of an invoice to the County.
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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
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of your event and/or no later than the 15th day of December in theear that funds were awarded
ded
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
ope
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: 35 C Street NW / PO Box 37
Ephrata, WA 98823
Email: LTAC@grantcountywa.gov
TO THE ENTITY:
Name:; a,X
Phone Number:. U
-V
Emacs iVt�1;�mail
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
ig p yee
i
of the County, that the County s interested in only the results to be achieved and that the right g t to
control the particular manner, method, and means in which the services are performed is solei
. p y
within the discretion of the Entity. Any and all employees who provide services to the County
. p ty
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 Y p to
i
all matters covered n this Agreement. Such representatives shall be ermitted to audit examine
. p , mine
and make excerpts or transcripts from such records and to make audits of all contracts invoice
and re s'
materials
payrolls cord of matters covered by this Agreement for a period of threeY ears
from the date final payment is made hereunder.
13. Indemnification and Mold Harmless. The Entity shall, at its sole expense, defend
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 � ries,
and damages of any nature whatsoever relating to or arising out of the wrongful or negligent
gacts,
GRANT COUNTY TOURISM PROMOTION AGREEMENT
-- errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors
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subconsultants and employees to the fullest extent permitted b law, sub' '
p y subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the Count shall not '
. y 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 Count against liability County g for damages
arising out of such services caused by the concurrent negligence of(a)the Count or the ' y County's
agents or employees, and (b) the Entity, the Entity's agents, subcontractors subconsultants
� ants and
employees,
shall apply only to the extent of the negligence of the Entity, the Entity's y' s agents,
subcontractors, subconsultants and employees.
The Entity's duty to defend, indemnify and hold the Count harmless shall include
.. Y , as to all claims,
demands, losses and liability to which it applies, the County's personnel -related Y p costs, reasonable
attorneys' fees, and the reasonable value of any services rendered b the office of th
P Y e 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 ant
. y y granted it under the
Washington State Industrial Insurance Act, Title. 51 RCW. These indemnification obligations bligations shall
` not be limited in any way by any limitation on the amount ort •
type o f damages, compensation anon or
benefits payable to or for any third party under workers' compensation acts disability p bility b enefit acts,
or other employee benefits acts. Provided, that the Entity's waiver of immunity under this provision
on
extends only to claims against the Entity by the County, and does not include or extend xtend 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 actin on behalf o
. g f either Party
has the power, right or authority to waive any of the conditions or provisions of
. p this Agreement.
A waiver in one instance shall not be held to be a waiver of any se other subsequent breach or
nonperformance. All remedies afforded in this Agreement or by law, shall be taken and nd construed
as cumulative, and in addition to every other remedy provided herein orb law.
y . Failure of either
Party to enforce at any time any of the provisions of this Agreement or to require
grat any time
performance by the other Party of any provision hereof shall in no way be construe '
. y d to b e a waiver
of such provisions nor shall it affect the validity of this Agreement or an art thereof.
gr y p ereo f.
15. Assignment and Delegation. Neither Party shall assign, transfer or delegate g � g e any or all of
the responsibilities of this Agreement or the benefits received hereunder withoutfirst '
rst 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.
Pill 111 1
LAM
A r
M "901111
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 thep rior
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 an
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 Arbitrators 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 arisingout
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
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. 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 AGREEMENT
APPROVAL:
Signed this day of
ATTEST:
Barbara J. Vasquez, Clerk of the Board
Approved as to form:
Kevin McCrae, WSBA #43087
Grant County Prosecuting Attorney
2022
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
Danny E. Stone, Chair
Rob Jones, Vice Chair
Cindy Carter, Member
Date