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HomeMy WebLinkAboutAgreements/Contracts - BOCC (005)GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT EVENT: :`%g ORGANIZATION: rpt:;• •�....�� .,•.� s..t.. ..��?-.�, .+ -0 AMOUNT: $ K23_10"I THIS AGREEMENT is made by and between Grant County, anon -charter Count of the S ty y tate o f Washington, hereinafter referred to as "County," and Masg uers Theater of Grant Count v hereinafter referred to as "The: Entity," jointly referred to as "Parties." : . DEFINITIONS Tourism Promotion. "Tourism promotion" means activities operations, and expenditures' P 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 p g � 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 x monies . .. g g ta 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: 1. Purpose of Agree=. 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 Cou nty 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 Y ; and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of thin 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. . GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Recluirements 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: a. Promote Grant County1TAC, on all advertising, as a sponsor and have. the Grant ii County LTAC logo provided to all appropriate media. The logo .for a sng use advertising is available in multiple formats.. at: ht s://wa- antcount .civic lus.com/1 o32/Lod in -Tax-Adviso -Committee-LTAC-Lo 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 I Advertising locally — to draw from local crowds for local events, 5. Rogrting. 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 and actual number of increased visitors. These reports are required to be provided by the Entity to 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 requiremen.A. 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. 15th day of D'cember,of the year funding was received, the Entity e 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 __food faith best estimate of the number of visitors re§111 _ting iR 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, receipt of payment and/or tear sheet to provide proof of request, payment and use. All reimbursement requests must be submitted on an itemized cover .*"invoice provided by the County. 60 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 -0 GRANT COUNTY TOURISM PROMOTION AGREEMENT 70 lerm of Contract. This Agreement'shall be in. full force � and effect u on full execution and shall remain in effect until'terminated either by The Entity expending the allocated County' funds or completion of the to' * upsm promotion activities. Either Party may terminate this Agreement.by 3 0' day's' Written'notice tothe" Othe' r* Party'o r* -with no- notice I upon ., a determination by the County that the fLinds 'will.. n'ot be or have not* been-* U"ed" for the purpose as stated in this. s Agreement. In the event of such the Couniy shall . cea . se and desist from distributing any further funds to.The Entity for work 'erformed or'othervvise*. The Count p y shall make payment for all work satisfactorily performed up to the time of termination. 8* COM]2ensation. The County agrees to pay the Entity an amount not to exceed $ 3 000 as' recommend by the LTAC and approved by the County Commissioners. 91 Payment. The Count 'shall pay the Enti upon presentation of y ty approved documentation ''W"'the County. The Entity shall --be- responsible for sho' wing that the County funds'were used for - fourism promotion. -The proof of expenses'shall be'forwarded'for reimbursement to the LTAC Clerk., as part of required reporting, at the 'below stated A ddress n:o later than 60-d ays from the. completion of your event and/or no later than the 15 1h day of December in the, year that funds were awarded for year around promotion. The County reserves th6 right to witbhold payment. of 'funds under this Agreement which is, determined in the reasonable judgment of the LTAC or . designee to' be no'ncomplian't with the scope of work', the County sta'fidards, and the County ordinances, or federal or state law. 1010 App'ficable Laws and St'andards'. 'The Partie'sijn the perfoh han`06' 'of this Agreement, agree to comply with'all applicable * fede* ral state and local laws, ordind n1ces and regulations. IL Belationshiv -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. of the County, that. the, County is interested in only the results to be - achieved,and that the. right to control the particula r'' manner, meth4 and,means in which the services are performed -is solely witbin.the discretion of the Entity. All employees who provide services to the County 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 the Entity's records with respect to all matters covered in this' Agreement. Such rep res entatives shall be pennifted 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 here b*hder. 130 Indenmification: ind' 11old Ha' r mWess'' The - Entity shall," i l at ts sole* expense, defetid., indemnify and hold h�xmless the- County an itso`fficer' s, agents, and employees, from any and all GRANT COUNTY TOURISM PROMOTION AGREEMENT 'ms 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, subconsult * ants and employees to -the -fullest extent permitted bylaw, subject only to the. limitations provided below. The Entity's duty to defend, indemnify and hold harmless the County shall not 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 County against liability for 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, subconsultants and ty agents, the Entity.,. Jh.e_._Entit_y_'.s.. agents., Ipp1gy shall apply. W. .pjy onlv.._to_Ahe....QxtQnt,.of. the gligence—of �qes subcontractors, sub consultants 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 personnel -related costs,- reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the 'County Prosecuting Attorney,: outside consultant costs, cour.t,costs, fees for collection., and all other claim -- related expenses.. The Entity specifically and expressly waives any immunity that may be granted it -under the 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 benefits payable to or for any third party, under workers' compensation acts, disability benefit 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 provision was mutually negotiated. 1400 'Waiver. No officer, employee, agent, or other individual acting on behalf of either Party --h-a-s-the-PoWer,.. -fight or--authority-to --waive.-any-of-the-condit-i-ons-- or.-provisions'of this .Agrpement.-.----- ,-..-.- A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed. 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 waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15* gAss!nment assign, transfer or delegate any or all of and Delegation. Neither Party shall a * the responsibilities 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 otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement withoutobtaining -prior written approval of the County. from --to time,'rec'eive -information which is deemed 170 Confidentiality. TheEntity'may'fro by the County to be confidential. The Entity shall not disclose such informatioft 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 thatjudgment may be- entered upon it. in any. -court. having jurisdiction thereof. - 190 Cost and Attorney9s 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. Entire Agreement, This,. 'written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement. moray not be changed, modified, or'altered* except. in writing signed by the. Parties hereto. 21. 'Anti -kickback. No officer or employee of the' County, hav* ing 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* Severabillty. 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: Masquers Theater of Grant County 91 =11,"* ere C� .13 � A EVENT: Sing on. Piritei Name `l Post aid AMOUNT: .$ 3,000 date COUNTY' APPROVAL Signed .this day of. 2023 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS :�;� f"140101V Danny EAStone, Member .ATTEST: 69.f-- he Board e Barbara J Vabtchez, Clerk' Approved as to fonn, Barbara G.- Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney