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HomeMy WebLinkAboutAgreements/Contracts - BOCCGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the.Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: LTAC REQUEST SUBMITTED BY:J Gingrich. CONTACT PERSON ATTENDING ROUNDTABLE: Gingrich CONFIDENTIAL INFORMATION: ❑YES ONO DATE: 12/12/23 PHONE: 293 1 DATE OF ACTION:_ ,r ` APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO: ������ A p p► ❑Agreement /Contract OA o ❑Appointment / Reappointment ❑ARPA Related ❑Bids / RFPs / Quotes Award ❑Bid Opening Scheduled ❑Boards / Committees ❑Budget ❑Computer Related ❑County Code ❑Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearin 9 ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑Minutes ❑Ordinances El Out of State Travel El Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution El Recommendation ❑Professional Sery/Consultant ❑Support Letter ❑Surplus Req. a ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB ------------ LTAC Agreement 2023-22 for the Mattawa/Desert Aire Loins Club in the amount of4 0 $ 00.00. DATE OF ACTION:_ ,r ` APPROVE: DENIED ABSTAIN D1: D2: D3: DEFERRED OR CONTINUED TO: GRANT COUNTY �3-286 TOURISM PROMOTION GRANT AGREEMENT LTAC GRANT #: 2023-22 EVENT: HOT DESERT NIGHT ORGANIZATION:Mattawa/Desert Aire. T .inne C1„1, AMOUNT: $ 4,000 THIS AGREEMENT is made by and between the Grant Count a non -charter County ty of the State of Washington, hereinafter referred to as "County,” and «Or anization Name» hereinafter einafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities operations, and p expenditures designed to increase tourism, including but not limited to advertising, or otherwise distributing information for the purpose of attracting and welcoming tourists' developing strategies to expand tourism; operating tourism promotion agencies; and funding oforthe 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: 1. Purpose of Agreement. The purpose of this Agreement is for the County y and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity ntity for the purpose of tourism promotion to attract visitors overnight to create business ess 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 c . g g cause, as solely determined by e County, the County may direct that the Entity thCthy is no longer g 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 theos ro p p al 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 ty represents that the funds will be used for tourism promotion as defined b this A in Y Agreement accordance with. all current laws, rules and regulations. No substitutions ofu ose or use of the funds p � shall be made without the written consent of the County. The Count shall make decisions and d carry out its other responsibilities in a timely manner. 4. Reporting. 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 d the estimated and GRANT COUNTY TOURISM PROMOTION GRANT AGREEMENT actual number of increased visitors. These reports are required to be provided from the Entity to the County and from 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. A. Estimated Increase in Visitors. As part of its LTAC application, the Entity ntity 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 visitorsrovided shat ' p 1 be consistent with the Entity's proposal to the County for lodgingtax funds to the extent -such � _ ch 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 December of the year funding was received t . g he Entity shall complete a report substantially and provide to the County a final report of the number of visitors ors resulting from the use of funds under this Agreement and expenditures and uses of ' p 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 p 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 shallrovide the Entity's estimates p y es in final report to JLARC as part of its annual report. D. All reimbursement requests must include invoice, payment receipt of a p p y and/or tear sheet to provide proof of request, payment and use. All reimbursement requests must be submitted on an itemized invoice. 5. 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. 6. 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 th e allocated County funds or completion of the tourism promotion activities. Either Part ' Party may terminate this Agreement by 3 0 days written notice to the other Part or with no notice upon a ' Y p determination by the County that the funds will not be or have not been used for theu ' p rpose as stated in this Agreement. In the event of such termination, the Count shall cease and desist ' Y 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. GRANT COUNTY TOURISM PROMOTION GRANT AGREEMENT 7. Compensation. The County agrees to pay the Entity an amount not to exceed $ «M Approved->>, as recommend by the LTAC and approved by the County Commissioners. 8. Payment. The County shall pay the Entity upon presentation of an approved invoice ce to the County. The Entity shall be responsible for showing that the County funds were 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 151h da of December in the e Y year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this ' Y Agreement which is determined in the reasonable judgment of the LTAC or noncompliant designee to be nonc ' g ant with the scope of work, the County standards, and the County ordinances or federal or state e law. 9. Applicable Laws and Standards. The Parties in theerformance p of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances and regulations. 10. Relationship of the Parties. It is understood, agreed and declared ' g 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 achieve . Y d, and that the right to control the particular manner, method, and means in which the services aree p rformed is solely within the discretion of the Entity. Any and all ees employees who provide p Y p services to the County under this Agreement shall be deemed employees solei of the Entity. The Y y 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. 11. 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 of the Entity's records ords with respect to all matters covered in this Agreement. Such representatives shall be e ' . p 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 A fora period g p od of three years from the date final payment is made hereunder. 12. Indemnification and Hold Harmless. The Entity shall at its s . y ole expense, defend, indemnify and hold harmless the County and its officers agents, and employees, g p yees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, ' Y gatlon, expenses, injuries, and damages of any nature whatsoever relating to or arisingout of the wrongful ' ngful or negligent acts, errors or omissions in the services provided by the Entity, the Entity's agents, sub contr actors subconsultants and employees to the fullest extent permitted by law, subject only to the limitations, provided below. GRANT COUNTY TOURISM PROMOTION GRANT AGREEMENT The Entity's duty to defend, indemnify and hold harmless the Count sh ' ' County all 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 ty 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 subs onsultants and employees, shall apply only to the extent of the negligence of the Entity, y, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the Count harmless shall ' . . , . y 1 include, as to all claims, demands, losses and liability to which it applies, the -s County's personnel -related p related costs, reasonable attorneys fees, and the reasonable value of any services rendered b the office e of the County Prosecuting Attorney, outside consultant costs, court costs fees for collection, 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 ort e of damages, ages, compensation or benefits payable to or for any third party under workers' compensation acts, disability ty benefit acts, or other employee benefits acts. Provided, that the Entity's waiver of immunity ' Y ty under this provision extends only to claims against the Entity by the Count and does not include, de, or extend to, any claims by the Entity's employees directly against the Entity. The Entity ' y y hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent or other individual actin o ' g n behalf of either Party has the power, right or authority to waive any of the conditions orro ' p visions of this Agreement. A waiver in one instance shall not be held to be a waiver of an other y subsequent breach or nonperformance. All remedies afforded in this Agreement orb law, shall be y taken and construed as cumulative, and in addition to every other remedyrovided herein or 1a ' p y w. Failure of either Party to enforce at any time any of the provisions of this Agreement or ' g o require at any time performance by the other Party of any provision hereof shall in no way e bconstrued to be a waiver of such provisions nor shall it affect the validity of this Agreement or any y p art thereof. 14. Assignment and Deleuation. Neither Part shall assign, transfer Y g , 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. 15. Subcontracts. Except as otherwise provided herein the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement ' . gr without obtaining prior written approval of the County. GRANT COUNTY TOURISM PROMOTION GRANT AGREEMENT 16. Confidentiality. The Entity may, from time to time receive information atlon 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 competentjurisdiction.p 17. 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 p or 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 arbitrationroceedin between p g n 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 Arbitratordecision (s) decision therein shall be final and binding on the Entity and that judgment may b e entered u ' Y upon It In any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation orarising out of this Agreement shall be entitled to its reasonable attorney's fees and litigation . y costs of such litigation (including expert witness fees). 19. Entire Agreement. 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 except in writingsigned b the Parties h g y hereto. 20. Anti -kickback. No officer or employee of the Count having g 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 resent or future gift, f . . p favor, service or other thing of value from any person with an interest in this Agreement. 21. Severabilit . If any section, sentence, clause or phrase of this A . p Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such i '. invalidity shall not affect the validity of any other section, sentence, clause orhrase of this Agreement. p gr ement. ENTITY APPROVAL: ENTITY APPROVAL: ORGANIZATION: Mattawa/Desert Aire Lions Club r EVENT: Hot Desert Nights P&ted1. oWon AMOUNT: $ 41000 COUNTY APP: Signed this day of be 2023 BOARD OF COUNly COMMISSIONERS CindY CaA*4 Vice Chair DannyE.�,Stove, member ATTEST: Bar ara J. Vasque Jerk of th. wid Date Approved as to fonn: u e c k. Bar ara G. Duerbeck, WS BA #53946 Grant County Civil Deputy Prosecuting Attomey