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Home My WebLink AboutAgreements/Contracts - BOCCM K19-191 2020 EASTERN WASHINGTON VACATION/TRAVEL PLANNER AGREEMENT 1. PARTIES. This Contract is entered into between Grant County, duly organized and operated under and by virtue of the Constitution and the laws of the State of Washington, by and through the Grant County Tourism Commission ("COUNTY"), and NW WEEKEND GET-AWAYS, LLC ("NW WEEKEND GET- AWAYS") 2. PURPOSE. The purpose of this Contract is to set forth the terms and conditions under which NW WEEKEND GET-AWAYS agrees to produce a vacation/travel planner entitled "Eastern Washington Vacation/Travel Planner" to include Grant County (GC), Coulee Corridor (CC), and Okanogan (OK) Trails for the Grant County Tourism Commission. 3. TERM. This Contract shall be in full force and effect from December 1, 20197 through November 30, 2020, unless otherwise terminated pursuant to the terms and conditions herein. 4. TERMINATION. NW WEEKEND GET-AWAYS may terminate this Contract with thirty (30) days' written notice, the COUNTY may terminate this Contract with three (3) days' written notice. If the Contract is terminated by the COUNTY for any reason other than for breach of this Contract, NW WEEKEND GET-AWAYS will be entitled to compensation as set forth herein. If the Contract is terminated for cause by the COUNTY, or by NW WEEKEND GET-AWAYS, NW WEEKEND GET-AWAYS will be entitled to compensation in an amount reflecting the value added to the COUNTY. 5. SCOPE OF WORK. a. NW WEEKEND GET-AWAYS shall design, layout and print an eighty (80) page plus four (4) page cover, Vacation/Travel Planner, with thirty-seven (37) pages devoted to Grant County, thirty-seven (37) pages devoted to Coulee Corridor, and six (6) pages devoted to Okanogan Trails. b. The Eastern Washington Vacation/Travel Planner content will begin with Grant County's 37 pages in all one hundred thousand (100,000) copies printed, with Coulee Corridor receiving 37 pages in all 100,000 copies printed and Okanogan Trails receiving 6 pages in all 100,000 copies printed. The four (4) cover pages shall Civil 8/Departments/Tourism/2020/Vacation Travel Planner 2020 - Page - 1 be UV coating and will be perfect bound into an 84 page vacation travel/planner. C. The COUNTY will receive eighty-five thousand (85,000) copies of the 100,000 vacation/travel planners entitled "Eastern Washington Vacation/Travel Planner." NW WEEKEND GET-AWAYS will receive 15,000 copies of the 100,000 vacation travel/planners entitled "Eastern Washington Vacation/Travel Planner." The vacation/travel planner cover will reference each of the entities featured in the publication, to wit, Grant County, Coulee Corridor, and Okanogan Trails. d. The COUNTY will receive 85,000 copies of the vacation/travel planner for its own distribution. e. NW WEEKEND GET-AWAYS shall layout and design scheduled references in the attached appendices to the GC, CC, and OK Trails Visitor Guide. f. NW WEEKEND GET-AWAYS will print 100,000 copies of the vacation/travel planner to be ready for distribution on or before January 15, 2020. The parties agree that the above -referenced distribution date is a projected distribution date only. NW WEEKEND GET-AWAYS will not be held responsible for delays in distribution that are beyond NW WEEKEND GET-AWAYS' control, including, but not limited to, delays caused by the COUNTY or by others, including printers or material suppliers. NW WEEKEND GET-AWAYS will however make a good faith effort to meet the distribution deadline agreed to by the parties. 9. Upon publication, NW WEEKEND GET-AWAYS will provide an electronic file (pdf) of the vacation/travel planner to Grant County Tourism for website purposes. h. Delivery to a storage unit of the Tourism Commission's choice must be. solely the responsibility of Harry E. Hayter. 6. COUNTY'S OBLIGATIONS. The COUNTY agrees to: a. Provide NW WEEKEND GET-AWAYS assistance in locating photographs for placement in the 37 page section and cover of the Grant County section of the vacation/travel planner and to provide information for the editorial pages;. Civil 8/Departments/Tourism/2020/Vacation Travel Planner 2020 - Page - 2 b. Proofread editorial copy prior to printing; and C. Be responsible for distributing the vacation/travel planner. 7. PAYMENT: a. The COUNTY agrees to pay NW WEEKEND GET-AWAYS a fee of eighty-five thousand three hundred sixty-nine dollars ($85,369.00), plus applicable taxes, as full compensation for NW WEEKEND GET-AWAYS' performance of this Contract. b. The COUNTY will pay or reimburse NW WEEKEND GET-AWAYS for actual costs of shipping. C. Work changes in layout, additional pages, photos or information other than that referenced herein, are subject to additional charges. Such additional charges will be negotiated by the parties and subject to written agreement. d. In consideration for the services and product provided by NW WEEKEND GET-AWAYS, the COUNTY agrees to compensate NW WEEKEND GET- AWAYS the sum of eighty-three thousand three hundred sixty-nine dollars ($83,369.00) payable as follows: i. An initial fee of forty-one thousand six hundred eighty- four dollars and fifty cents ($41,684.50) due upon receipt by the COUNTY of the final pre -press proofs submitted for approval and signed by the all of the parties. Contract balance of forty-one thousand six hundred eighty-four dollars and fifty cents ($41,684.50) upon receipt of the 85,000 vacation/travel planners by the COUNTY. iii. Additional fees for changes, additional pages, taxes etc., as referenced herein above, and as agreed by the parties, are due and payable within thirty (30) days of receipt of delivery of the vacation/travel planners. H H Civil 8/Departments/Tourism/2020/Vacation Travel Planner 2020 - Page - 3 8. PROPRIETARY RIGHTS. The COUNTY agrees: a. The name NW WEEKEND GET-AWAYS and the design of NW WEEKEND GET-AWAYS' Eastern Washington Vacation/Travel Planner work product are proprietary information and are the exclusive property of NW WEEKEND GET-AWAYS. Pictures and information provided to NW WEEKEND GET-AWAYS by the COUNTY for the project set forth herein are not proprietary information; NW WEEKEND GET-AWAYS shall have no interest in them. b. Not to retail or otherwise distribute for profit NW WEEKEND GET-AWAYS' Eastern Washington Vacation/Travel Planner work product to the public. C. The use of NW WEEKEND GET-AWAYS' Eastern Washington Vacation/Travel Planner and work product in other publications, materials, and all other print or electronic media, including the Internet, must be approved by NW WEEKEND GET-AWAYS in writing in advance of publication. Pictures and information provided to NW WEEKEND GET- AWAYS by the COUNTY for the project set forth herein does not require the aforementioned advance written approval for use by the COUNTY. 9. NOTICES. All notices and/or written communications required., or permitted to be given or served by any party hereto upon any other, shall be deemedgiven or served. in, accordance r with. the, provisions contained herein, by, delivering personally, or mailed, postage prepaid and properly addressed, as follows: If to the COUNTY: Board of County Commissioners Grant County Courthouse P.O. Box 37 Ephrata WA 98823-0037 If to NW WEEKEND Harry E. Hayter GET-AWAYS, LLC NW WEEKEND GET-AWAYS, LLC 3729 S. Quincy Place Kennewick WA 99337 10. ENTIRE AGREEMENT. This Contract constitutes the entire agreement of the parties, and supersedes all prior agreements, contracts and understandings, written or oral, This Contract may be amended only in writing, signed by the parties. Civil 8/Departments/Tourism/2020Nacation Travel Planner 2020 - Page - 4 11. ASSIGNABILITY. NW WEEKEND GET-AWAYS may not assign its rights and/or obligations under this Contract to a third party without the express written consent of the COUNTY. 12. NO WAIVER. No failure of the parties to insist on the strictest performance of any term of this Contract shall constitute a waiver of any such term or an abandonment of this Contract. 13. SEVERABILITY. If any term, provision, covenant or condition of this Contract shall . be held by a court. of competent jurisdiction to be invalid, void or unenforceable, the remainder of the Contract shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. To this end, the provisions of this Contract are declared to be severable. 14. HEADINGS NOT CONTROLLING. Headings used in this Contract are for reference purposes only and shall not be considered a substantive part of this Contract. 15. JURISDICTION. This Contract has been and shall be construed as having been made by both parties, and delivered within the State of Washington, and it is agreed by the parties hereto that this Contract shall be governed by the laws of the State of Washington, both as to interpretation and performance. 16. DISPUTES. The parties mutually agree to attempt to resolve any disputes regarding interpretation or enforcement , of the terms and conditions of this Contract by good faith negotiation. 17. INDEMNIFICATION. The COUNTY shall be liable and responsible for the consequences of any negligent or wrongful act or failure to act on the part of itself and its officers, employees and/or agents. Both NW WEEKEND GET- AWAYS and Harry E. Hayter, in his personal capacity, shall be liable and responsible for the consequences of any negligent or wrongful actor failure to act on the part of NW WEEKEND GET-AWAYS, its officers, employees and/or agents. Neither party assumes responsibility to the other party for the consequences of any act or omission of any person, firm. or corporation not a party to this Contract. 18. EFFECTIVE DATE. This Contract shall be effective upon signature by the last party signing and shall terminate only upon the written, mutual consent of the parties, except as may be otherwise provided elsewhere in this Contract. H H H Civil 8/Departments/Tourism/2020/Vacation Travel Planner 2020 - Page - 5 Gran County County has caused this instrument to be executed by its proper officers on this 2'=; _ day of Q6V, 2019. BOARD OF COUNTY COMMISSIONSERS WM--N"- Richard Stevens, Member Approve -,as to form: "KI harine W. Mathews j WSBA No. 20805 C 1 ivi Deputy Prosecutin"g Attorney AT T Bar ar J. \/asqu67z'Vj cl of the Board Cf it Grant County Tourism- Commission c/o Grant County P.O. Box 37 Ephrata WA 98823-0037 h 13 Date The undersigned represents that he is the owner of NW WEEKEND GET- AWAYS, LLC, ,Jhat he has the putho i to sign this Contract, and that the undersigned's ,hding upon HaryE. yter and NW WEEKEND GET-AWAYS, LLC. i signature i�.Iy/i Ha6y E. Hayter, Owner Date NW WEEKEND SET-AWAYS, LLC 3729 S. Quincy Place Kennewick WA 99337 (509) 430-2577 Civil 8/Departments/Tourism/2020/Vacation Travel Planner 2020 - Page - 6