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Home My WebLink AboutAgreements/Contracts - BOCCK20-208 2021 EASTERN WASHINGTON VACATION/TRAVEL PLANNER 1. PARTIES. This Contract is entered into between Grant County, a third class 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 iVashington Vacation/Travel Planner" to include Grant County (GC) Coulee Corridor for the Grant County Tourism Commission. 3. TERM. This Contract shall be in full force and effect from December 1, 2020, through December 1, 2021, 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 a sixty-four page plus four page cover, Eastern Washington Vacation Travel/ Planner, and include an eight page tear out fishing map. b. Th Eastern Washington Vacation/Travel Planner content will include sixty-four page plus four page cover, and an eight page tear out fishing map in all 100,000 copies printed. The four cover pages shall be UV Coating and will be Perfect bound into a sixty-eight page vacation travel planner publication, including an inserted eight page tear out fishing map. C. The COUNTY will receive 85,000 copies of the 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 COUNTY will receive 85,000 copies of the vacation/travel planner for their own distribution. RECEIVED Civil8/Departmenis/Tourism/2021Nacation Travel Planner 2021 —Pagel DEC - 7 2020 GRANT COUNTY COMMISSIONERS d. NVl' WEEKEND GET-AWAYS shall layout and design scheduled references in the attached appendices to the GC, CC, Trails Visitor Guide. e. NW WEEKEND GET-AWAYS will print 100,000 copies of the vacation/travel planner with insert fishing map to be ready for distribution on or before January 15, 2021. 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 (pdf) of the vacation/travel planner to Grant County Tourism for website purposes. 6. COUNTY'S OBLIGATIONS. The COUNTY agrees to: a. Provide NW WEEKEND GET-AWAYS assistance in locating photographs for placement in the (64 page section and cover) of the Grant County section of the vacation/travel planner and to provide information for the editorial pages; b. Proofread editorial copy prior to printing; and C. Be responsible for distributing the vacatiowiravel planner. PAYMENT: a. The COUNTY agrees to pay NW WEEKEND GET-AWAYS, a fee of Seventy Eight Thousand Seven Hundred and Twenty Three Dollars ($78,723), 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 neotiated 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, Seventy Eight Thousand Seven Hundred and Twenty Three Dollars ($78,723), payable as follows: Civil 8/Departments/Tourism/2021/Vacation Travel Planner 2021 —Page 2 L An initial fee of Thirty Nine Thousand three Hundred sixty one ($39,361), due upon receipt by the COUNTY of the Final Pre -Press Proofs submitted for approval and signed by the all of the parties. ii. Contract balance of Thirty Nine Thousand Three Hundred Sixty Two Dollars ($39,362) upon receipt of the (Eighty Five Thousand ) vacation/travel planners 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 vacationitravel planners. 8. PROPRETARY 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 propriety information and are the exclusive property of 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. 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 - AWA"S 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 COUNTY. 9. NOTICES. All notices and/or written communications required or permitted to be given or served by any parry 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 P.O. Box 37 Ephrata, WA 98823-0037 If to NW WEEKEND Harry E. Hayter GET-AWAYS, LLC: NW WEEKEND GET-AWAYS, LLC Civil 8/Departments/tourism/2021/Vacation Travel Planner 2021 — Page 3 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. The Contract may be amended on 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 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 Contact. Civil 8!Departtile nts/Tourism/2021/Vacation Travel Planner 2021 — Page 4 12-03-20;04;11PM; ;5097352410 # 2/ 2 Grant County has caused this instrument to be executed by its groper officers on this l✓ day of 2020. App rov as t form: Kevin . McCrae, WSBA #: 43087 Chief Civil Deputy Prosecuting Attorney Chain (� U Grant Count; ourism Commission C/o Grant County P.O. Bony Ephrata, WA 98823.0037 BQARD OF CO Y CO ISSIONERS Cindy Cat ° , hair Tom Taylor, Vice Chai Richard Stevens, Member AA lo% Date The undersigned represents that he is the owner of NW WEEKEND GET AWAYS, LLC, that hebas the authority to sign this Contract, and that the undersigned's signature is bindin2,uQdYH=Y E. Hayter and &,WEEKEND GET-AWAYS, LLC. V NW v�EEKENWGET-AWAYS, LLC 3729 S, Quincy Place Kennewick, WA 99337 (509-430-2577 �G 8/Departmemi/TourisM2021Nacution Travel Planner 2021 — Page 5