HomeMy WebLinkAboutGrant Related - BOCC (011),%.-xRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 202-5
K23--095
EVENT: Tourxsnlpromotion
RGANIZATION:
,-rand Coulee Dan Area Chamber of Co
rn lerele
AMOT,_JNT: $ 2t,000:
I. - ....
THIS AGREEMENT is made by and between Grant County, anon -charter County of the State of
Washington, hereinafter referred to as
"County,11 and Grand Coulee Dam Area Chamber f
Commerce hereinafter referred to as "The Entity," jointly referred to as "Parties."
DEFINITIONS
operations, V*1%
Tourism Promotion. "Tourism promotion" means activities, 0 ns and eA__P 1 res
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 tourism promotion agencies; and funding 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 follows:
Purposeof Agreement. Thepurpose of this Agreement is for the County and the Entity
to promote tourism in Grant County., The County agrees to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to create business and revenue in
Grant County.
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 no longer entitled 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 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 performance. The County has relied upon the representations
made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the
funds will be used for tourism promotion as defined 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 carry out its other
responsibilities in a timely manner.
RECEIVED
U
DEPUTY CLERK 2
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Tourism promotion grants are intended to increase
Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant
approval you will be required to: all advertising, as a sponsor and have the Grant
a. Promote Grant County LTAC, on
County LTAC logo provided to all appropriate media. The logo for advertising use
w �a-
i S available in multiple formats at:
antcounly-c /1032/LodginZ-Tax-Advisory-Comi,nittee-LTAC:Loy_ 0.
D:9� _L101j
b. Utilize grant funds to advertise, promote or otherwise attract visitors to your
event/venue from more than 50 miles away (local events should be funded through
local LTAC grants). Grant funds may not be used for the following:
i. Capital Improvements
ii. Advertising locally — to draw from local crowds for local events.
5. Reinorting. RCW 67.28.1816 as amended. includes reporting requirements for the Entity
9 on the use of funds distributed pursuant to this Agreement and the estimated and
and the County These reports are required to be provided by the Entity to
actual number of increased visitors.
the County and by the County to the Joint Legislative Audit and Review Committee (JLARC).
The following provisions allow the Entity and The County to meet their respective requirements
under RCW 67.28.1816. of its LTAC application, the Entity shall
a. Estimated Increase in Visitors. As part from the
prov•ide the County with an estimate of the number of visitors resulting f
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 til 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 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 and final
report to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice, ' ce, receipt of payment
request, payme and use. All reimbursement
and/or tear sheet to provide proof of
requests must be submitted on an itemized cover invoice provided by the County.
6. Modifications. The County may modify this Agreement and order changes in the work
when 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.
GRANT COUNTY TOURISM
PROMOTION
AGREEMENT
7• Term of Contract. This Agreement shall be in
full force and effect upon full execution
and shall remain in effect until terminated either b Th '
y e Entity expending the allocated Count
funds or completion of the tourism promotion activities.Y
p Esther Party may terminate this
Agreement by 3 0 days written notice to the other Part or
Party with no notice upon a determination b
the County that the funds will not be or have not Y
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 o
p r otherwise. The County shall make payment
for all work satisfactorily performed u to the p Y
p p time of termination.
S• Compensation. The County agrees to pay the Entity ty an amount not to exceed $ 20000, as
recommend by the LTAC and approved by the Count Commissioners.
ssioners.
9• —Paynent. The County shall pay the Entity upon presentation of approved documentation
to the County. The Entity shall be responsible for showing p wing that the County fundswere 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 15th da of '
y December in the year that funds were
awarded for year around promotion.
The County reserves the right to withhold payment
. p y of funds under this Agreement which is
determined in the reasonable judgment of the LTAC ordesi'
gnee to be noncompliant with the sco e
of work, the County standards, and the Count ordinances, p
County ores, or federal or state law.
10. A_Rplicable 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 isunderstood a
independent greed, and declared that the Entity, its
employees, agents and assigns shall be an Ienden Y
p t contractor and not the agent or employee
of the County, that the County is interested in only the Y
y results to be achieved, and that the right to
control the particular manner, method and means i g
n which the services are performed is solei
within the discretion of the Entity. .All employees who Y
provide services to the County under this
Agreement shall be deemed employees solei f the Entity. Y oe y. The Entity shall be solely responsible
for the conduct and actions of all employees of the Entity City under this Agreement and any liability
that may attach thereto.
12. Records. The County or State .Auditor or an of '
y heir representatives shall have full access
to and the right to examine during normal business hours a �
all the Entity's records with respect to all
re
matters covered in this Agreement. Such re p
representatives entatives shall b e permitted to audit, examine and
make excerpts or transcripts from such records and t '
o make audits of all contracts, invoices
materials, payrolls and record of matters covered b this '
y Agreement for a period of three ears
from the date final payment is made hereunder. Y
13. Indenmiiication and Hold Haimless. The
Entity shall, at its sole expense, defend
indemnify and hold harmless the Count and its officers, '
Y ers, agents, and employees, from any and all
GRANT COUNTY TOURISM PROMOTION AGREEMENT
claims, actions, sults, liabili• •ty, loss, costs, attorney's fees and costs of litigation, expenses, injuries,
y
er relating to or arising out of the wrongful or negligent acts,
and damages of any nature whatsoev g .actors
s provided b the Entity, the Entity s agents, sub contr ,
errors or omissions in the service p Y
hest extent p ermitted, by law, subs ect only to the limitations
sub consultants and employees to the fu
provided below.
• he Count shall not apply to liability for
dut to defend, indemnify and hold harmless t y
The Entity's y
' .sed b or resulting from. the sole negligence of the County
damages arising out of such services caused y g
g � pursuant to I�Cw 4.24.115.
or the County's agents or employees
� and hold harmless the County against liability for damages
The Entity's duty to defend, indemnify a ,
the concurrent negligence of (a) the County or the County's
arising out of such services caused by g d
g
the Entity's a ents, subcontractors, subconsultants an
age nts or employees, and (b) the Entity, e Y g � agents,
s age ,
employees, shall apply only to the extent of the negligence of the Entity, the Entity
subcontractors, subconsultants and employees.
' hold the Count harmless shall. include, as to all claims,
The Entity's duty to defend, indemnify and Y
.Y
• • applies, the County's demands losses and liability $o which it appl sersonnel-related costs, reasonable
p y
e of an services rendered by the office of the County
attorneys' fees, and the reasonable vale y
y
Prosecuting Attorney, outside consultant costs, court costs fees for collection, and all other claim -
related expenses.
• immunity that may be 'granted it under the
The Entity specifically and expressly waives any y y
Y p
• e 51 I�.Cw. These indemnification obligations shall
Washington State Industrial Insurance Act, Title °
• limitation on the amount or type of damages, compensation or
not be limited in any way by any • ° benefit acts
art under workers' compensation acts, disability ben ,
benefits payable to or for any third party
id.ed that the Entity's waiver of immunity under this provision
or other employee benefits acts. Prov ,
' b the County, does not include, or extend to, any
extends only to claims against the Entity y Y this
• � Inst the Entity.The Entity hereby certifies that thi
claims b the Entity's employees directly age
y
indemnification provision was mutually negotiated.
• agent, or other individual acting on behalf of either Party
14. Waiver. 1�To officer, employee, g • ; � rpt.
to waive an of tris voiiditioiis or pr�visioiis of this Agreement.
lies the power, right or authority Y
A waiver in one instance shall not be held to be a waiver of any other subsequent breach or
• Agreement or law, shall be taken and construed
nonperformance..A11 remedies afforded in this Agr Y .
remedy provided herein or by law. Failure of either
as cumulative, and in addition to every other y p
visions of this Agreement or to require at any time
Party � to enforce at any time any of the pro �'
provision hereof shall in no way be construed to be a waiver
performance by the other Party of any
t affect the hvalidity of this Agreement or any part thereof.
of such provisions nor shall iy
° art shall assign, transfer or delegate any or all of
15. As nment and.1)ele ati®n. Neither Party g
oiisi
the responsibilities •ties of this Agreement or the benefits received hereunder without first obtaining the
written consent of the other Party.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
160 Subcontracts. Except as otherwiseprovided 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. Confidentia 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). I
20. Entire Agreement. This written Agreement constitutes the entire and complete agreement
between the Parties and supersedes anyprio*r oral or written agreements. This Agreement may not
be changed, modified, or altered except in writing signed by the Parties hereto.
21. And -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 thi•
s
Agreement, or have solicited, accepted, orgranted a present or future gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
22, Severabgily. If any sectionenten
se e ce, clause, orphrase 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 orphrase of this Agreement.
1-1
,w,-xRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
ORGANIZATION: Grand Coulee Dam Area Chamber of
Co mer&
, i,,,),n ere
EVENT: Tourism Promotion
Printed Nap -ie /,Position
013 AMOUNT: $ 20,000
Date
COUNTY APPROVAL:
Signed this
� � day of 12023
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
C
Danny E Stone, Member
ATTEST:
l.
B a J. Vasque 0 e Board
Approved as to form:
Bar ara G. Duerbeck, WSBA # 3946
Grant County Civil Deputy Prosecuting Attorney
Date