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Home My WebLink AboutAgreements/Contracts - BOCC (002)K19-192 / 2020 GRANT COUNTY FISHING MAP INSERT 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)l 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 Grant County fishing pullout (detachable) map entitled "Fishing in Grant County" to include Grant County and Adams County for the Grant County Tourism Commission. 3. TERM. This Contract shall be in full force and effect from December 1, 2019, 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 I 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 bythe 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 eight page full color (detachable) pull out fishing map featuring ten lakes in Grant County with text and fishing images. b. NW WEEKEND GET-AWAYS will print one hundred thousand (100,000) copies of The Grant County detachable fishing map to be inserted in all 100,000 Eastern Washington Vacation/Travel Planners for distribution. C. The COUNTY will receive eighty-five thousand (85,000) copies of the 100,000 vacation/travel planners entitled "Eastern Washington Vacation/Travel Planners" with 100,000 Grant County fishing maps inserted. NW WEEKEND GET-AWAYS will receive fifteen thousand (15,000) copies of the 100,000 vacation/travel planners entitled "Eastern Washington Vacation/Travel Planner" with 15,000 Grant County fishing maps inserted. The vacation/travel planner cover will Civil8/Department/Tourism/2020/GC Fishing Map Contract reference each of the entities featured in the publication, to wit, Grant County and Adams County. d. The COUNTY will receive 85,000 copies of the vacation/travel planner for their own distribution. e. NW WEEKEND GET-AWAYS will print 100,000 copies of the vacation/travel planner with 100,000 Grant County fishing maps inserted 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. f. Upon publication, NW WEEKEND GET-AWAYS will provide an electronic file (pd fl of the Grant County fishing maps to Grant County Tourism for website purposes. 9. 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. Proofread editorial copy prior to printing; and 7. PAYMENT: a. The COUNTY agrees to pay NW WEEKEND GET-AWAYS, a fee of eleven thousand six hundred sixty-two dollars ($11,662), 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 - 2 Civil8/Department/Tourism/2020/GC Fishing Map Contract AWAYS the sum of eleven thousand six hundred sixty-two dollars ($11,662) payable as follows: i. An initial fee of five thousand eight hundred thirty-one dollars ($5,831), 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 five thousand eight hundred thirty- one dollars ($5,831) upon receipt of the 85,000 vacation/travel planners and inserted fishing maps by the COUNTY. 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. 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 thepublic. 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'deemed given or served in accordance 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 3 Civil8/Department/Tourism/2020/GC Fishing Map Contract 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. 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 act or failure to act on the part of NW WEEKEND GET-AWAYS, its officers, employees and/or agents. Neither party 4 Civil8/Department/Tourism/2020/GC Fishing Map Contract 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. Grant County has caused this instrument to be executed by its proper officers on this 2.5'x'' , day of �l0V. 12019. BOARD OF COUNTY COMMISSIONSERS Cin Approved,As to form: KAarine W. Mathews \ WSBA No. 20805 r Civil �e-puty Prosecutir�-Attorney T EST: Brora J. Vasquez'/ Clerk of the Board L;Ihair Grant CoYty Tourism Commission c/o Grant County P.O. Box 37 Ephrata WA 98823-0037 Civil8/Department/Tourism/2020/GC Fishing Map Contract I/ laol�4 Date 5 I The undersigned represents that he is the owner of NW WEEKEND GETAWAYS, LLC, that he has the authority to sian this Contract, and that the undersigned's signature is bindi on Harry. E. Ha yAr d NW WEEKEN GETAWAYS, LLC. r 4 49 6 Haefv Eayter, '"" wner Date N"Wr "WEEKEND 9ET-AWAYS, LLC 3729 S. Quincy Place Kennewick WA 99337 (509) 430-2577 6 Civil8/Department/Tourism/2020/GC Fishing Map Contract