HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: .f':.`_r18 _ -
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§ K3-1025
AMOUNT:
THIS AGREEMENT is made by and between Grant County, a non .;Wcharter County of the State of
:Washington, hereinafter referred to as,' "County," and Masquers Theater of Count
hereinafter referred to as "The' Entity," jointly referred.to as "Parties."
DEFINITIONS
Tourism -Promotion. "Tourism promotion" means activities, operations, and expenditures
designed to increase tourism; -including but ii6t1imited to advertising, publicizing 'or
distributing information for the purpose of attracting and welcoming g tourists; developifig, strategies
to expand tourism; operating .tourism -promotion agencies; and fandin9 the marketing of or the
operation of special events and festivals designed to attract tourists.
Fund(s). "Fund(s)" isdefined as any amouht.of compensation derived from the lodging tax ax monies
of Grant County which is allocated to the Entity for tourism promotion.
IN CONSIDERATION of the terms and conditions contained herein, the Pakties covenant and
agree as fo
llows
1. Purpose of Agreement. -The purpose 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, s solely
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determined by the County, Countythedirect that the Entitv is no longer entitled to the use.of
may .
said funds for tourism promotion and terminate this Agreement,
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30 Revresentations. The Entity shall use the funds r9ceived 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 b' the Entity in the proposal., By execution of this Agreement, the Entity represents that the
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funds will. be used, for tourism promotion as defined by this Agreement in accordance with all
currentsubstitati' s of purpouse of the funds shall be made
laws, rules and regulations. No on se or
without the written consent of the County. The County shall make decisions and carry out its other
responsibilitie s in a timely manner.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grafi 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:
a. Promote Grant County LTAC., on all advertising, as a sponsor and have. the Grant
County LTAC.-1ogo in
to all appropriate media. The logo for advertising use.
is available in multiple - formats at: https:Hwa-
antcoun .civigplus.com/1032/Lodging-Tax-Adviso -Coxmmittee-LTAC-Lo o.
b. Utilize grant funds to advertise, promote, or otherwise attract visitors to your
event/venue from more than So smiles 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.
am'ended includes r -e ortin re uiren eats far the Entit-'
and the County on the use of funds distributed pursuant to this Agreement and the estimated and
actual number of increased visitors. Tb,ese reports are required to be provided by the Entity to
the County and by the County to the Joint Legislative Audit and Review Committee QLARC).
The following provisions allow the Entity and T1ie County to meet their respective requirements
under RCw 67.28.1816.
a. Estimated Increase in visitors. As part of its LTAC application, the Entity shall
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 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 1 Sth 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 ofTunds 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
...-go-od..faith, best . estimate ofthe-n-umb-anof visitorsresulting. froom. the"use. of
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 estirm,te, the methods used to determine such estimates.
c. The County Reporting. 'The County shall provide the Entity's estimates and final
report to JLAR.0 as part of its. annual report.
d. All reimbursement requests must include, copies of the invoice, receipt of payment.
and/or tear sheet to provide proof of request, payment and use. All reinnbursetx* ent
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
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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
70' Term of Contract. This Agreement shall be in. full force 'and effect upon full execution.
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, 3 0 days . written notice to the 'other Party or with no notice, upon a: determifiati'on by
the County, that the funds . will. not- be or have not
een used for. thepurpose as stated in this
Agreement. In the event of such termination'* the County shall 'Cease- ands
de'ist
from distributing
any further funds to The Entity for work performed or otherwise'. The County shall make payment
for all work satisfactorily performed up to the time of termination.
8. Co M*Pensafion. The County agrees to pay the Entity an amount not to exceed $ 3000, as
recommend by the LTAC and approved by: County Commissioners.
90 Payment. The County shall pay the Entity up -on presentation of approved documentation
to the -County.-- The Entity shall be responsible-*. for showing that the- county" f6ndg" Were'Used''fot
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 everit and/or no Wer than the./5th day, of December in the*'Year that funds were
awarded 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
of work, the County standards,, and the. C o*unty ordinances, or- f6deral or state law.
100 Amicable Laws and Standakds, 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 declar e'd that the Entity, its
employees, agents and assigns shall be an independent .contractor and not the agent 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 is solely
within the discretion of the Entity. All employees who provide services to the County under this.
Agreement shall be deemed Entity employees solely of the Entity. The shall be solely responsible
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of all for ---the--e-6:—nd,66tand actions 1"e'm*pioyees-ofiheEiiti under 'this "Agreement and any liability
that may attach thereto
129 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 the Entity's records with respect to all
matters covered in thi.s' 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 for a period of three years
from the date. final payment is. made* hereunder.
130 Indemnification and. Hold Harmless. Thee Entity shall, at -Its -s0le.e 'expense, defend,
indemnify -and hold harmless the: County and- its offic . ers, agents, and employees, from any and all
GRANT COUNTY TOURISM PROMOTION AGREEMENT
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, 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,
sub consultants and employees, to the fullest extent permitted by law, subject only to the limitations
provided below.
bility for
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to lia
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 4-024.115.
'The Entity's duty to defend, indemnify and hold harmless the County against liability far damages
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, s*ubconsultants and
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shalt. -apply -only -to -the - .extent. -,.o -f ...th,e_'._..aeglige_acfh --.Qf- the- . Entity,_ 's
.jyJhp__E ity .agents,
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lovees.1-
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 persohnel-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.
at may be granted it under the
The Enti specifically and expr.pssty' waives any immunity. that
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
disability benefit acts,
benefit's payable to or for any third party under workers' compensation 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, any
claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this
indemnification pr Ovision was mutually negotiated.
149 Waiver. No officer, employee, agent, or other individual acting on behalf of either Party.
---h-as-t-he-power-;--ri-gh-t.--or-.au-.tholit-y--to--waive--a.ny--of -the-conditiom-o-r-.pro-v-isions--of -this Agr_eoment.....
A waiver in one instance shall not be held to be a waiver ver of any other subsequent breach or
nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed:
o trued
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.
154'. As ment 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.
GRANT COUNTY TOURISM PROMOTION AG
REEMENT
16. Subcontracts,. Except as otherwise provided herein •
p _ ,the Entity shall not enter into
subcontracts for any of the work- contemplated under. this ' .
p Agreement without obtaining prior
written approval of the County.
.17. Conflden,tiali , . The Entity ma , from time to time recei .
Y ve information which is - deemed
by the County to be confidential. The Entity shall not disclose such info '
.• rmat�on without the pno
express w -n ten consent of the County or upon order of a Court of competent jurisdiction., .
.18. Jurisdiction and Venue. This Agreement is entered into in
�' . rant ^County, Washington.
Disputes between the County and:the Entity shall be resolved in the Su erior.Court of p State of .
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, 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) s decision therein shall be
inial and binding on the"Entity and that-Judgniet't... may` be enteted'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. wEntire Agreem„ nt. 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 excepfi in writiiag signed by the parties hereto.
2.1. 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 shalt 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. S, eyerabiuty: 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
ENTITY APPROVAL:
ORGANIZATION: Mas*quers Theater of Grant County*.
021
4" EVENT: The''White Liars The Black Comedy
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fij9'e*A. Aq --NL14�o1-1
AMOUNT.: $ 3,000
COUNTY APPROVAL:
Signed this 41A day of Maw 12023
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
Danny E.Ixtone, Member
ATTEST:
Barbara J. Vasquez, Clerk -8f the Board ate 446,
Approved as to form:
Barbara G. Duerbeck, WSBA #53946
Grant County, Civil Deputy Prosecuting Attorney