memo of understanding - grant amount clarificationMEMORANDUM OF UNDERSTANDING - GRANT AMOUNT CLARIFICATION
This Memorandum of Understanding, entered into this e day of , 2025, by
and between the Lewis County Board of Commissioners ("County") and White Pass Country
Historical Society ("Grantee"), serves to clarify a scrivener's error in the Lodging Tax Grant
Agreement dated December 17, 2024, as part of Resolution #24-468. The parties acknowledge
that the Funding section of said Agreement erroneously stated the grant amount as $70.00. The
parties hereby agree and confirm that the correct, intended, and approved grant amount is
$70,000.00. All other terms and conditions of the original Agreement remain in full force and
effect.
BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
Scott J. Brumn er, Chair
ATTEST:
Rieva Lester, CMC, Clerk of the Board
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White Pass Country Historical Society TOURISM SERVICE AGREEMENT
Lodging Tax agreement: Packwood Visitor Center
THIS AGREEMENT Is made by and between White Pass Country Historical Society ("the
ORGANIZATION"), and Lewis County ("the COUNTY"), a political subdivision and municipal
corporation of the state of Washington,
WHEREAS, Chapter 67.28 RCW authorizes legislative bodies of municipalities to Impose excise
taxes on the sale of or charge made for the furnishing of lodging that is subject to tax under
Chapter82.08 RCW; and
WHEREAS, the Lewis County Board of County Commissioners ("the BOARD"), the legislative
body of and for the COUNTY, by enacting Ordinance No. 1163A — Lodging Tax, Imposed the
excise taxes authorized in Chapter 67.28 RCW; and
WHEREAS, tourism Is defined as economic activity resulting from tourists, which may Include
sales of overnight lodging, meals, tours, gifts, or souvenirs; and
WHEREAS, tourism promotion is defined as activities, operations, and expenditures 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; and
WHEREAS, tourism -related facility Is defined as real or tangible personal property with a usable
life of three or more years, or constructed with volunteer labor, and used to support tourism,
performing arts, or to accommodate tourist activities; and
WHEREAS, RCW 67.28,1815 in part states that: "All revenue from taxes Imposed under said
Chapter shall be credited to a special fund In the treasury of the municipality imposing such tax
and used solely for the purpose of paying all or any part of the cost of tourism promotion,
acquisition of tourism -related facilities, or operation of tourism -related facilities ...;" and
WHEREAS, the COUNTY Lodging Tax revenues have been credited to the Tourism Promotion
Fund (No. 1980) In the treasury of the COUNTY; and
WHEREAS, the ORGANIZATION applied through the Lewis 'County Lodging Tax Advisory
Committee ("the LTAC"} for financial assistance for authorized uses from COUNTY Lodging Tax
proceeds ("the Proposal"); and
WHEREAS, the LTAC has facilitated these efforts by (a) developing the application forms and
procedures, (b) coordinating the funding availability advertising, (c) evaluating submitted
application packets, (d) determining whether the proposed use Is authorized, and (d) advancing
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the financing award recommendations to the BOARD, Including the Proposal from the
ORGANIZATION; and
WHEREAS, the BOARD has determined that the activity herein described promotes the general
welfare, health and safety of the citizens of the COUNTY, is consistent with RCW 67.28, finds
that the use of the funds Is for tourism, tourism promotion or a tourism -related facility, and is In
the best Interests of the COUNTY in regard to the promotion of tourism In Lewis County, the
BOARD intends to disburse COUNTY Lodging Tax proceeds to the ORGANIZATION for the
purposes stated in its Proposal and consistent with RCW 67.28,
NOW, THEREFORE, in consideration of the premises and mutual benefits and covenants herein
contained, It is agreed by and between the parties hereto as follows:
FUNDING: Up to $ 70.00 is hereby pledged on a reimbursement basis from the COUNTY Tourism
Promotion Fund No.1980 In fiscal year 2025 solely for the purpose of paying all or any part of
the cost of tourism promotion, acquisition of tourism -related facilities, or operation of
tourism -related facilities within Lewis County. Said amount shall constitute the maximum
reimbursement the ORGANIZATION is eligible to receive from the COUNTY under this
Agreement. Depending on the use of funds requested to be reimbursed and the date of use, less
than the maximum amount authorized under this Agreement may actually be reimbursed.
1. US -OF FUNDS; The ORGANIZATION shall use these COUNTY funds solely for the purpose of
paying all or any part of the cost of tourism promotion, acquisition of tourism -related
facilities, or operation of tourism -related facilities in Lewis County authorized by RCW 67.28.
The specific services represented by the ORGANIZATION to be authorized by RCW 67.28 and
to be provided by the ORGANIZATION to the COUNTY under this Contract are described in
Attachment A: Scope of Work.
Funds must be used as outlined In the ORGANIZATION'S Project Scope and in
accordance with RCW 67.28, which outlines appropriate fund use as the following:
• Tourism marketing;
• Marketing and operations of special events and festivals designed to attract
tourists;
Operations and capital expenditures of tourism -related facilities owned or
operated by a municipality or a public facilities district, including repayment of
general obligation bonds (RCW 67.28.150) or revenue bonds (RCW 67.28.160) for
eligible capital projects; or
e Operations of tourism -related facilities owned or operated by nonprofit
organizations (but not capital expenditures).
• Definitions of "tourism;' "tourism promotion," and "tourism -related facility" are
provided In RCW 67.28.080.
2. ACKNOWLEDGEMENT: The ORGANIZATION shall acknowledge the COUNTY as a sponsor
in all publications, media materials and press releases related to the project. Lewis County
will supply logos upon request.
3. NON-PROFIT OR MUNICIPALITY STATUS: This Agreement is based upon ORGANIZATION
being a non-profit organization as described under 26 U.S.C. § 501(c)(3) and 26 U.S.C. §
501(c)(6) of the internal revenue code (See RCW 67.28.1816(1)(d)), or a "municipality" as
defined in RCW 67.28.080(2).
a. If applying as a non-profit organization, ORGANIZATION shall be responsible for
maintaining their non-profit status and registration throughout the term of this
Agreement. Failure by ORGANIZATION to maintain its status as a non-profit
organization or maintain its active registration as a non-profit organization with
the Washington Secretary of State may result in termination of the Agreement.
ORGANIZATION agrees any funds received or expended during any time which
ORGANIZATION is not actively registered as a non-profit organization shall be
immediately refunded to COUNTY.
4. PAYMENT PROVISIONS: Once this Agreement is executed, the ORGANIZATION may
submit claim vouchers to the Clerk of the Lewis County Board of County Commissioners at
351 NW North Street, Chehalis, WA 98532 requesting reimbursement solely for eligible
expenses and/or for eligible services as identified in Section 2 of this Agreement (Use of
Funds), Attachment A: Scope of Work, and Attachment B: Purchasing and Reimbursement
Guidelines, and solely up to the maximum amount specified in Section 1 (Funding).
Each reimbursement claim voucher shall include the following certificate of authenticity
with the dated signature of an authorized representative of the ORGANIZATION: "I, the
undersigned, do hereby certify under penalty of perjury that the materials have been
furnished and the services rendered as described herein, and that this claim is a just, due
and unpaid obligation against Lewis County Tourism Promotion Fund No. 1980."
Within thirty (30) days of receiving a reimbursement claims voucher that meets the
requirements of this Agreement and applicable law, the Clerk of the BOARD, on behalf of
the COUNTY, shall remit to the ORGANIZATION a warrant for the approved reimbursement
amount.
The final claims voucher under this Agreement shall be submitted to the Clerk of the
BOARD by the ORGANIZATION no later than January 15, 2026. A one-time extension may
be requested for utilities and payroll only.
5. EVALUATION AND MONITORING: The ORGANIZATION agrees to maintain its books and
records and to employ accounting procedures, systems and practices that accurately and
timely record and track the expenditures for which reimbursement is sought under this
Agreement and provide for full compliance with the requirements of this Agreement. The
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ORGANIZATION will retain these supporting records for at least three (3) calendar years
following the year In which the Agreement expires.
The COUNTY and/or the State Auditor and any of their representatives shall have full,
timely and complete access to all books, records and other documents and evidence of the
ORGANIZATION respecting all matters related to this Agreement and tide activities for
which reimbursement Is sought or made, and shall have the right to examine such during
normal business hours as often as the COUNTY and/or the State Auditor may deem
necessary. Such representatives shall be permitted to audit, examine and make excerpts of
or transcripts from such records, and to audit all contracts, Invoices, materials, and records
of matters related to this Agreement and the activities for which reimbursement Is sought
or made. These access and examination rights shall continue for three (3) calendar years
following the year in which the Agreement expires.
The COUNTY cannot guarantee but intends for its agents to use reasonable security
procedures and protections to assure that related records and documents provided by the
ORGANIZATION are not erroneously disclosed to third parties. The COUNTY will, however,
disclose or make this material available to those authorized in the Immediately preceding
paragraph or permitted under the provisions of Chapter 42.56 RCW, any other applicable
public disclosure law, or order of any court or agency of competent jurisdiction, without
notice to the ORGANIZATION.
The ORGANIZATION agrees to submit In writing (within 60 days of Dec. 31, 2025) a final
report demonstrating the effect the ORGANIZATION's activities funded by the COUNTY
have had on tourism growth and such other reports or Information as required by law.
The ORGANIZATION shall cooperate with and freely participate in any other monitoring or
evaluation activities pertinent to this Agreement that the COUNTY requests.
6. RE PTURE PH9-VJS1i: In the event the ORGANIZATION fails to expend these funds In
accordance with state law and/or the provisions of this Agreement or obtains
reimbursement of ineligible expenditures, the COUNTY reserves the right to recapture
funds In an amount equivalent to the extent of noncompliance. Such right of recapture
shall continue for a period of two (2) years following release of any report from an audit
conducted by the COUNTY and/or the State Auditor's Office under the Section 4
(EVALUATION AND MONITORING) provisions or the 3-year records retention period
required under Section 4 (EVALUATION AND MONITORING), whichever expires later.
Repayment by the ORGANIZATION of any funds recaptured under this provision shall occur
within twenty (20) days of any demand. in the event the COUNTY is required to Institute
legal proceedings to enforce this recapture provision, the COUNTY shall be entitled to its
costs thereof, including reasonable attorney's fees.
7. NONDISCRiMINATION: The ORGANIZATION shall comply with all federal and state
nondiscrimination laws, Including but not limited to chapter 49.60 RCW -- Washington's
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Law Against Discrimination, and 42 U.S.C. 12101 et seq. —the Americans with Disabilities
Act (ADA). In the event the ORGANIZATION fails or refuses to comply with any federal or
state nondiscrimination law, this Agreement may be rescinded, canceled or terminated by
the COUNTY in whole or In part, and the ORGANIZATION may be declared by the COUNTY
ineligible for further Lewis County tourism promotion funds. The ORGANIZATION shall be
given a reasonable period of time in which to cure any such noncompliance.
8. EMPLQYMENI RELATIQNSJJl_P_S: The ORGANIZATION, Its employees, volunteers and
agents are not employees of the COUNTY for any purpose, nor are they volunteers or
agents of the COUNTY. No officer, employee, volunteer or agent of the ORGANIZATION will
hold himself or herself as, or claim to be, an officer, employee, volunteer, representative or
agent of the COUNTY.
Because the ORGANIZATION, its employees, volunteers and agents are not employees of
the COUNTY, the COUNTY is not responsible for the payment of any Industrial Insurance
premiums or related claims of such persons and such persons are not entitled to benefits
of any kind from the COUNTY, Including but not limited to health insurance and retirement
benefits.
9. MOLD HARM.LE99:
A. To the fullest extent permitted by law, the ORGANIZATION shall protect, defend,
Indemnify and hold harmless Lewis County, the Lewis County Board of County
Commissioners, Its officers, agents and employees, or any of them from and against
any and all claims, actions, suits, liability, loss, costs, expenses and damages of any
nature whatsoever, which are caused by or result from the performance of this
Agreement by either party, except those resulting exclusively from the County's sole
negligence. In the event of the concurrent negligence of the ORGANIZATION, its
subcontractors, agents or employees, and the County, its officers, agents, or
employees, this Indemnification obligation shall be valid and enforceable only to the
extent of the negligence of the ORGANIZATION, its subcontractors, agents, and
employees. This Indemnification obligation of the Contractor shall not be limited in any
way by the Washington State Industrial Insurance Act, RCW Title 51, or by application
of any other workmen's compensation act, disability benefit act or other employee
benefit act, and the ORGANIZATION hereby expressly waives any immunity afforded by
such acts. The foregoing Indemnification obligations of the ORGANIZATION are a
material Inducement to County to enter into this Agreement, are reflected In the grant
funding, and have been mutually negotiated. The ORGANIZATION shall require any
subcontractors performing on the project herein to Indemnify the County to an equal or
greater extent than provided herein. The County reserves the right, but not the
obligation, to participate in the defense of any claim, damages, losses or expenses and
such participation shall not constitute a waiver of any Indemnity protections under this
Agreement. The ORGANIZATION's obligations under this provision shall survive the
completion, termination, or expiration of this contract.
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B. The ORGANIZATION shall assume the risk, liability, and pay all damage, loss, cost, and
expense of any party, including its employees, arising out of the performance of this
Agreement, except that caused by the sole negligence and/or willful misconduct solely
of Lewis County and/or its employees acting within the scope of their employment.
C. With respect to the ORGANIZATION's obligations to hold harmless, indemnify and
defend provided for herein, but only as such obligations relate to claims, actions or
suits filed against the COUNTY, the ORGANIZATION further agrees to waive its
immunity under the Industrial Insurance Act, Title 51 RCW, for any injury or death
suffered by the ORGANIZATION's employee(s) caused by or arising out of the
ORGANIZATION's acts, errors or omissions in the performance of this Agreement. This
waiver is mutually negotiated by the parties.
D. The ORGANIZATION's obligations hereunder shall include, but are not limited to,
investigating, adjusting, and defending all claims alleging loss from action, error,
omission or breach of any common law, statutory or other delegated duty by the
ORGANIZATION, ORGANIZATION's employees, agents, or subcontractors.
10. ENTIRE AGREEMENT/MODIFICATIONS: This Agreement represents the entire agreement
of the parties with respect to the subject matter. No other understandings, oral or
otherwise, exist regarding the subject matter of this Agreement or shall be deemed to
exist. The COUNTY and the ORGANIZATION may, from time to time, mutually agree to
amend this Agreement, however, no such change shall be effective until memorialized in
writing and signed by the authorized representatives of the COUNTY and the
ORGANIZATION, respectively.
11. AGREEMENT PERIOD: The term of this Agreement shall commence on the 1st day of
January 2025 and terminate on the 31st day of December 2025, both dates inclusive,
unless sooner terminated as provided for herein.
A. If the ORGANIZATION breaches or violates any provision of this Agreement, the
COUNTY may, in addition to any other rights provided by law, terminate this Agreement
and withhold any further reimbursement, provided the violation or breach is not
corrected to the satisfaction of the COUNTY within ten (10) days of the COUNTY
mailing — first class and postage prepaid — written notice to the ORGANIZATION of the
breach or violation.
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B. In addition, either party may terminate this Agreement at anytime by providing written
notice of such termination and specifying the effective date thereof to the other party
at least twenty (20) days prior to the effective date.
C. Also, the COUNTY may unilaterally terminate all or part of this Agreement, or reduce
the Scope of Work and/or Funding, without liability, for the convenience of the County,
Including but not limited to the unavailAbllity of Lewis County Tourism Promotion
funds. .
13. ,gPBC!AL PROVISION; The failure of the COUNTY to Insist upon the strict performance of
any provision of this Agreement or to exercise any right based upon breach thereof or the
acceptance of any performance during such breach shall not constitute a waiver of any
right under this Agreement,
14. SBVBRABIMTy, In the event any provision or any portion thereof contained In this
Agreement Is held to be unconstitutional, Invalid or unenforceable, then said provisions)
or pordon(s) thereof shall be deemed severed and the remainder of this Agreement shall
not be affected and shall remain In full force and effect. Furthermore, if such an event
occurs, the parties agree to negotiate a modification to replace the unacceptable
provision(s) as soon as possible.
15. SURVIVAL OF GI4RTAINPRaV�l IONS; Sections 4, 5, and 8 shall survive termination of this
agreement.
16. GOVERNING LAW AN12 VENUE: This Agreement shall be construed and enforced in
accordance with, and its validity and performance governed by, the laws of the state of
Washington. The Superior Court of and for Lewis County, Washington shall be the venue
for any suit between the parties arising out of this Agreement,
17. NOTIFICATIONS Should the need arise during the term of this Agreement for either party to
notify the other of a change in address or otherwise, the following contacts shall be used:
For the COUNTY:
Lewis County Commissioners
351 NW North St.
Chehalis, WA 98532
Telephone: 360-740-1419
For the ORGANIZATION (information as provided on the organization's application):
White Pass Country Historical Society
PO Box 958
Packwood, WA 98361
(360) 494-4422
F
IN WITNESS WHEREOF legal representatives of both the ORGANIZATION and the COUNTY have
executed this Agreement on the date(s) noted below.
Approved by the Lewis County Board of County Commissioners uring an open public meeting
this /-7tti —day of ,.
ORGANIZATION
COMMISSIONERS
White Pass Country Historical Society
Packwood Visitor Center
(Organization na e)
(Aut orized representative's signature)
Martha Garoutte
(Authorized rep.'s name, printed)
Bookeeoer
(Authorized representative's title)
PO BOx 958
(Organization street address)
Packwood WA 98361
(Organization city, state, zip code)
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BOARD OF COUNTY
LEWIS COUNTY, WASHINGTON
APPROVED AS TO FORM:
Jonathan Meyer, Prosecuting Attorney
By: Deep Prosecuting Attorney
ATTEST: /
Rieva Lester, Clerk of the Board
Board of Count) .......... ,,wners
Lewis County Washington
Lewis County — 2025 Lodging Tax — Project Scope b10U `? 2 PE(:'il
Each project must include a Project Scope. Please note that your Project Scope must
reflect the preliminarily approved amount and how it will be used. This information will be
used to verify the expenditures listed on your reimbursement request(s). Your Project
Scope must reflect the uses you presented in your original application, as that is what
preliminary funding approvals were based upon. Please do not change the format of
this document, and please be brief In your explanations to fit the space provided.
PLEASE NOTE THAT THIS DOCUMENT WILL BE TIED TO THE AGREEMENTS AND
WILL BE USED TO VERIFY PROJECT EXPENDITURES
Project Submission Form
1. Project Name: Packwood Visitor Center
White Pass Country Historical Societ
2. Date Submitted:
11/1612025
3. Contact Person / Title: Martha Garoutte / Bookkeeper
4. Mailing Address:
PO Box 958
Packwood WA 98361
5. Telephone No.: 360-496-1519
6. E-mail: financeWPCHS mail.com
7. Signature of Representative:
8. Project Location (city/town PackWood WA
a. Name of Event or Activity: Operation of the Packwood Visitor Center
9. Statement of Project Goals and Objectives:
The operation of a visitor center in Packwood that will promote tourist activities
throughout all of Lewis County, by assisting visitors' year round.
10. Project Description:
Operation of a year round visitor center, with a variety of materials, such as maps
and updated event schedules, Wi-Fi access and current local information.
11. How does proposed project meet purposes of the Legislation?
RCW 67.28.1816
By providing a tourist related facility with local expertise and hospitality, operated
by a 501c3 organization.
12. Anticipated Project Costs:
a. Total grant amount County is awarding for 2025: $ 70,000