HomeMy WebLinkAboutAgreements/Contracts - BOCC (003)GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: BOCC / LTAC
REQUEST SUBMITTED BY: J. Gingrich
CONTACT PERSON ATTENDING ROUNDTABLE: B. Lutz
CONFIDENTIAL INFORMATION: ❑YES ®NO
DATE: 3/5/z4
PHONE:2931
DATE OF ACTION: ., 12_c '2,-
APPROVE: DENIED ABSTAIN
D1:
D2:
D3:
DEFERRED OR CONTINUED TO:
X0
is
DAgreement / Contract
❑AP Vouchers
❑Appointment /Reappointment ❑ABPA Related
❑ Bids / RFPs / Quotes Award
❑ Bid Opening Scheduled
❑ Boards / Committees ❑
Budgetet❑Computer
Related
❑Count Code
❑ Emergency Purchase ❑ Employee Rel.
❑ Facilities Related
❑ Financial
❑ Funds ❑ Hearin g
❑Invoices / Purchase Orders
El Grants — Fed/State/County
❑Leases ❑MOA / MOU
❑ Minutes
❑Ordinances
❑ Out of State Travel ❑ Petty Cash
❑ Policies
❑ Proclamations
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F-1 Recommendation
El Professional Sery/Consultant
❑Support Letter ❑Sur lus Req.
p q
❑Tax Levies
❑Thank You's
❑Tax Title Property ❑WSLCB
LTAC Agreement with Best of Barrels ®nly, LLC for LTAC 2024-025 000.0
$ 0, Producers
Gone Wild; LTAC 2024-03,
$10,000.00, Sandcu Futurity; and LTA
p y, C 2024- 04, $5,000.00
Spring Warm -Up Futurity.
DATE OF ACTION: ., 12_c '2,-
APPROVE: DENIED ABSTAIN
D1:
D2:
D3:
DEFERRED OR CONTINUED TO:
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-02 K24-071
EVENT: Producers Gone Wild
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 5000
THIS AGREEMENT is made by and between the Grant Count anon -charter County y of the State
of Washington, hereinafter referred to as "Coup ,'' and Best of Barrels O
„ tY Only, LLC hereinafter
referred to as The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activitiesoperations,
9 and expenditures
designed to increase tourism, includin butnot limited to advertiuor otherwise
se sing, blicizin,
distributing information for theu ose of attracting •
p rp g an d welcoming tourists; developing. strategies
to expand tourism; operating tourism promotion agencies; and fundingthe
marketing of or the
operation of special events and festivals designed to attract tourists.
Fund(s). "Fund(s)" is defined as an amount of com ensatio •
Y p n derived from the lodging tax monies
of Grant County which is allocated to the Entity for tourismpromotion.
IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and
agree as follows:
1. Purpose of Agreement. The purpose of this A eement �is for •
gr' he County and the Entity
to promote tourism in Grant County. The Count agrees to make `funds avails '
Y � available to the Entity for
the purpose of tourism promotion to attract visitors overnight to create business
g and revenue in
Grant County.
2. Administration. The Board of Count Commission '
y 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 Entityis longer no ger enti tied 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 prop o s a1 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 Count has relied'upon on th '
Y p e representations
made by the Entity in the proposal. By execution of this Agreement, the Entity y r epresents that the
funds will be used for tourism promotion as defined b this Agreement -in
Y g accordance with all
u
current laws, rules and regulations. No substitutions of use of the funds
purpose or 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.
4. Rtguirements for Grant Use. Requirements for use of this tourism promotion grants
include but are not limited to the following:
a. This agreement must be signed and returned to Grant County within 60 .days of
issuance. If this agreement is not signed by the entity and returned to Grant County
within 60 days for full execution, this agreement will become null and void.
b. All requests for reimbursements for your event or promotion are required to be
submitted to Grant County within 60 days of the Y
completion of our event. Failure
p
to submit your reimbursement claim within 6.0 days will nullify this agreement.
c. All requests for reimbursements must be filed with Grant County no later than
Friday, December 13, 2024, without exception.
d. All requests for reimbursements, upon completion of event, must be filed on a Grant
County approved invoice that details the reimbursements requests.
e. Individual event requirements, if necessary, will be addressed in
Appendix' 1.
f. Event reporting must be completed prior to any funds bein reimbursed.
g.
5. Rep ortmg. RCW 67.2 8.1816 as amended includes re orcin re uirements for the Entity
p g. q Y
and the County on the use of funds distributedursuant to this Agreement and the estimated p gr ed 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
County will not process requests for reimbursement without the a ro riate reports. The following
.. pp p p g
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 Entit shall .
pp � y
provide the County with an estimate of .the number of visitors resulting_ from the
use of funds under this Agreement. The estimated number of visitorsp rovided shall
be consistent with the Entity's proposal to the Count for lodging tax funds to the
Y g g ,
extent such estimates were provided therein.
b. Final Report on Increase in Visitors: Upon completion of the tourismp romotion as
specified with the application and this Agreement,. but no later than 60 -days
afterward, the Entity shall complete a report substantiallyand provide to the Count
p Y
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 good faith best -estimate of the number of visitors resulting from 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. County Reporting The County shall provide the Entity's estimates and final report
Y p
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice, receipt ofpaY ment
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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
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.
7. Term of Contract. This Agreement shall be in full force and effect upon p full execution
and shall remain in effect until terminated either by The Entity expending the allocated Gated County
funds or completion of the tourism promotion activities. Either Pa m '
Party may terminate this
Agreement by 30 days written notice to the other Party or with no notice upon a determination rminati
p on by
the County that the funds will not be or have not been used for the purpose '
p rp as stated in this
Agreement. In the event of such termination, the. Count shall -cease and desist from '
Y m distributing
any further funds to The Entity for work performed or otherwise. The Count shall
County make payment
for all work satisfactorily performed up to the time of termination.
8. Compensation. The County agrees to pay the Entityan amount not to exceed, eed $SOOQ, as
recommend by the LTAC and approved by the County Commissioners upon proper documentation
p p p mentation
and reporting requirements being completed. The County shall pay the Entity up
on presentation
of approved documentation to the County. The Entity shall be responsible forsbowi
ng that the
County funds were used for tourism promotion. Thep roof of expense's shall p , 11 be forwarded for
reimbursement to the LTAC Clerk, as part of.required reporting, at the below stat
ed address no
later than 60 -days from the completion of your event but no later than the 15th '
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 � pant with the scope
of work, the County standards, and. the County ordinances, or federal or state law.
9. AppHeableLaws and Standards. The .Parti
cs, in the performance of this Agrccmcnt,
agree to comply with all applicable federal, state, and local laws ordinances, and regulati
ons.
10. Relationship 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 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 C '
p 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
ty
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 the Entity's ntity s ,records with respect to all
matters covered in this Agreement. Such representatives shall b eermitted . to audit examine xamine 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 fora period � p of three years
from the date final payment is made hereunder.
Jr LA
guy i _M
IIL 12 1, 11
12. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend,
indemnify and hold harmless the County and its officers, agents, and employees, from any .and all
claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, ex
g 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
Y g ,
subconsultants and employees to the fullest extent permitted by law, subject only to the limitations
provided below.
The.Entity's duty to defend, indemnify and hold harmless the Count shall not apply to liability f
Y pp Y y or
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 Count or the County's
y Y
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only. to the extent of the ne li ence of the Entity,' the Entity's agents,
_ g g tY� Y g ,
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'sersonnel-related costs reasonable
p _
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.
The Entity specifically and expressly waives any immunity that may be anted 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.
13. waiver. No officer, employee, agent; or other individual acting on behalf of either Party
has the power, right or authority to waive any of the conditions or provisions of this Agreement.
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 r 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.
GRANT COUNTY TOURISM PROMOTION AGREEMEN .1
14. Assignment and Delegation. Neither Party shall assign, transfer or.. delegate any or all the
responsibilities of this Agreement or the benefits received hereunder with 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 without obtaining prior
written approval of the County.
16. Confidentiality. The Entity may, from time to time, receive information 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 competent jurisdicti
on.
170 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 arbitrationproceeding 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 that judgment may be entered upon it in any court having
jurisdiction thereof.
18. 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).
190 Entire Aueement. 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 writing signed by the Parties hereto.
20. 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 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.
21. Severability. 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, orphrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
ORGANIZATION: Best of Barrels Only, LLC
Is
A -W ) EVENT: Producers Gone Wild
Printed Name/ P"'Rion
3t4 ) A�AMOUNT
: $ 5000
2/ - /A
Date
COUNTY APPROVAL:
-2 day
Signed thisI ---- - 0 f_�� 92024.
GRANT COUNTY
O"' D OF COU/�TY,"OMMISSIONERS
OF Co Ty- C
C
14- Chair
Cindy Carte Chair
Danny E. tone, vice Chair
..... ............. . ... . ....... . .
Rob JOA-eg. ember
ATTEST:
B arj2(ara V. Vasquez,tArkUe B o ard
Approved as to form:
Barbara G. Duerbeck, WSBA#53946
Grant County Civil Deputy Prosecuting Attorney
Date
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT 2024-03 K-24-072
EVENT: Sandcup Futurity
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 10000
THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State
of Washington, hereinafter referred to as "County, " and Best of Barrels Only, LLC hereinafter
referred to as "The Entity," jointly referred to as `Parties."
DEFINITIONS
Tourism Promotion* "Tourism promotion" means activities
0
designed to increa I se tourism inc operations, and expenditures
5 Juding but not •limited to advertising, publicizing, or otherwise
distributing information for the purposebf attracting and welcoming tourists; developing strategies
to expand tourism; operatinR 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 tax monies
of Grant County which is allocated to the Entity for tourism promotion.
IN CONSIDERATION of the terms and conditions contained her the Parties covenant and
agree as follows:
1. Pur�o-se of Agreement. Thepurpose 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.
20 Admmistration. The Board of County 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.
30 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 shallperform 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 represents that the
funds will be used for tourism promotion as defined by this •Agree'ment in accordance with all
current laws, rules and regulations. No substitutions Of DurDose 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. Requirements for Grant Use. Requirements for use of this tourism promotion ants
. p grants
include but are not limited to the following:
a. This agreement must be signed and returned to Grant County within 60 days of
issuance. If this agreement is not signed by the entity and returned to Grant County
within ithin 60 days for full execution, this agreement will become null and void.
b. All requests. for reimbursements for your event or promotionrequired to be
submitted to Grant County within 60 days of the Y
completion of our event. Failure
p
to submit your reimbursement claim within 60 days will nullify this agreement.
c. All requests for reimbursements must be filed with Grant Count no later than
Y
Friday, December 13, 2024, without exception.
d. All requests for reimbursements, upon completion of event must
p p be filed on a Grant
County approved invoice that details the reimbursements requests.
e. Individual event requirements, if necessary, will beaddressed in Appendix 1.
f. Event reporting must be completed prior to any s fundbein reimbursed.
g
5. RePortim RCW 67.28..1816 as amended includes re ortin r '
p g equlrements 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 b,e provided b the Entit to the
p Y Y
County and by the County to. the Joint Legislative Audit and Review Committee . JLA.RC . The
County will not process requests for reimbursement without the appropriate re orts. The foll
p following
.
provisions allow the Entity and The County to meet their respective. requirements .under RCW
67.28.1816.
a. Estimated Increase in Visitors: Asart of its LTAC application, t
p pp he Entity shall
provide the. County with. an estimate of the number of visitors resulting from the
use of funds under this Agreement. The estimatednumber of visitors provided shall
p
be consistent with the Entity's proposal to the County for lodging tax funds, to the
g g
extent such estimates were provided therein.
b. Final Re ort on Increase in Visitors: Upon completion of the tourism p p •urism promotion as
specified with the application and this Agreement, but no later. than
�' � 60 -days
afterward, the Entity shall complete a report substantially and provide to the Count.
p Y
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 good faith best -estimate of the number of visitors resulting from 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. County Reporting The County shallrovide the Entity's estimates an
p y d final report
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice p
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.
Y
"RANT COUNTY TOURISM PROMOTION AGREEMENT
6. Modifications. The County may modify this Agreement and '
gY' order changes in the work
whenever necessary or advisable. The Entity will accept modifications '
p ns consistent with .state and
local law when directed orally or in writing by the Count Commissioners oners or designee.
7. 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 ng the allocated County
funds or completion of the tourism promotion activities. Either•
Party may terminate this
Agreement by 30 days written notice to the other Part or with no notice '
Y upon a determination by
the County that the funds will not be or have not been used fort
he purpose as stated in this
Agreement. In the event of such termination, the Count shall cease an '
Y d desist 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. Compensation. The County agrees to pa the Entity an amount
Y y not to exceed $1 Q040, as
recommend by the LTAC and approved by the County Commissioners upon proper documentation
and reporting requirements being completed. The Count shall a the '
Y pay Entity upon presentation
,of approved documentation to the County. The Entity shall be responsible for showing that the
County funds were used for tourism promotion. Theroof of expenses p p ses shall be forwarded for
reimbursement to the LTAC Clerk, as part of required reporting, q p g, at the below stated address no
later than 60 -days from the cam letion of your event but no later thanth
the 15 . day of December in
the year that funds were awarded for year aroundp romotion.
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 '
gn. noncompliant with the scope
of work, the County standards, and the County ordinances or federal or state law.
9. A hLealble Laws. and. Standards. The
Parties, in the performance 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 that the Entity, its
employees, agents and assigns shall be an independent contractor and d not the agent or employee
of the County, that the County is interested in only the results to be a '
. Y 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 whorovide services es to the County under this
Agreement shall be deemed employees solely of the Entity. The Entity y sha11 be solely responsible
for the conduct and actions of all employees of the Entityunder this • •
s Agreement .and any liability
that may attach thereto.
11. Records. The County or State Auditor or an of their representatives Y p atives sha11 have full access
to and the right to examine during normal business hours all the s Entit ''
Entity's records with respect to all
matters covered in this Agreement. Such representatives shall be permitted to audit,
. p udlt, examine and
make excerpts or transcripts from such records and to make audits'
of all contracts, Invoices,
materials, payrolls and record of matters covered b this A f
Y Agreement or a period of three years
from the date final payment is made hereunder.
No I
12. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend,
indemnify and hold harmless the County and its officers, agents, and employees, from any and all
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,
subconsultants and employees to the fullest extent permitted by , subject to the limitations
Jbject on1 Y
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 Count
y
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
employees, shall apply only to the extent of the negligence of the Entity, the g
Entity's agents,
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 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, court costs, fees for collection, and all other claim -
related expenses.
The Entity specifically and expressly waives any immunity that may be granted 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, com ensation or
p
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 immunityunder this provision
p
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.
13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party
has the power, right or authority to waive any of the conditions or provisions of this Agreement.
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 a waiver
of such provisions nor shall it affect the validity of this Agreement or any part thereof.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
14. Assignment and Delegation. Neither Party shall assign, transfer or delegate any or all the
responsibilities of this Agreement or the benefits received hereunder'
without. first obtaining the
written consent of the other Party.
15. Subcontracts. Except as otherwiserovided herein the
p Entity shall not enter into
subcontracts for any of the work contemplated under this Agreement p gr ement without obtaining prior
written approval of the County.
16. Confidentiality. The Entity may, from time to time receive information which is deemed
by the County to be confidential. The Entityshall not disclose such information without the prior
express written consent of the County or upon order of a Court of competent p nt
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 Court of the State of
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that i
t may, at the
County's request, be joined as a party in any arbitrationroceedin
p g 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 �' or(s) decision therein shall be
final and binding on the Entity and that judgment ma be enter 'y ed upon it in any court having
jurisdiction thereof.
18. 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 f • •
y fees and 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. gr ements. This Agreement may not
be changed, modified, or altered except in writing signed by the Parti
es hereto.
20. Anti -kickback. No officer or employee of the County, y, having the power or duty to
perform an official act or action related to this Agreement shall have ve or acquire any interest in this
Agreement, or have solicited, accepted, or granted a resent or future '
. p e gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
gr nt.
21. Severability. If any section, sentence, clause or phrase of '
. � p this Agreement should be held
to be invalid for any reason by a court of competent jurisdiction,p such invalidity shall not affect
the validity of any other section, sentence, clause orhrase of this his Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
ORGANIZATION: Best of Barrels Only, LLC
Sign Here
'OBo�,e
EVENT: Sandeup Futurity
Plinted Name / Position
-2 AMOUNT: $ 10000
Date 7
COUNTY APPROVAL:
Signed this day of W -n
92024.
ATTEST:,
ara J. Vasque/z. �erk the Board
)/ e
Approved as to form:
GRANT COUNTY
-ARD OF COUNT OMMISSIONERS
Cindy CarA, Chair
Danny E. Sone, Vice Chair
Rob Ye. s,..MM ber
�c�vc�lu P�evi�.v�- I�'h ��v��
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
Date
%-YRANT COUNTY TOURISM PROMOTION AGREEMEN71
LTAC-GRANT #: 2024-04
EVENT: Spring Warm -Up Futurity K-24"0%3
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 5000
THIS AGREEMENT is made by and between the Grant County, a no n -
charter County of the State
of Washington, hereinafter referred to as "Coup and Best of B
"County,," Barr els Only, LLC hereinafter
referred to as "The Entity," jointly referred to as "Parties.it
DEFINITIONS
Tourism. Promotion. "Tourism promotion" means activities, operations, and expenditures
designed to increase tourism, including but not limited to adverb ' •
sing, publiciz. ng, or otherwise
distributing information for the purpose of attractingand welcoming •
g tourists; developing strategies
to expand tourism; operating tourism promotion agencies; and funding '
g � g the marketing of or the
operation of special events and festivals designed to attract tourists.
gn rests.
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. PuLp, ose of A reement. The purpose '
p rp of this Agreement is for the County and the Entity
.The Count agrees
to promote tourism in Grant Count
Y y gr s to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to
g 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.
. gr t. For good cause, as solely
determined by the County, the County may direct that the Entity '
Y y is no longer entitled to the use of
said funds for tourism promotion and terminate this_A eement.
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 '
p and work set forth in the proposal
and promptly cure any failure in performance. The Count has
County relied .upon the representations
made by the Entity in the proposal. By execution of this A eeme '
gr nt, the Entity represents that the
funds will be used for tourism promotion as defined b this
y Agreement in _.accordance with all
current laws, rules and regulations. No substitutions of u ose or use
. p rp e of the funds shall be made
without the written consent of the County. The Count shall make decisions County. decisions and. carry out its other
responsibilities in a timely manner.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Requirements for use of this tourism promotion ants
. p gr
include but are not limited to the following:
a. This agreement must be signed and returned to Grant County within 60 days of
issuance. If this agreement is not signed by the entity and returned to Grant Count
within 60 days for full execution, this agreement will become null and void.
b. All requests for reimbursements for your event or promotion are required to be
q
submitted to Grant County within 60 days of the completion of your event. Failure
to submit your reimbursement claim within 60 gr days will nullifythis agreement.
c. All requests for reimbursements must be filed with Grant Count no later than
Y
Friday, December 13, 2024, without exception.
d. All requests for reimbursements, upon completion of event, must be filed on a Grant
County approved invoice that details the reimbursements requests.
e. Individual event requirements, if necessary, pp , will be addressed in Appendix 1
•
f. Event reporting must be g
completed prior to any funds being . reimbursed.
5. Reporting. R.CW 67.2$.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 e thEntity,to the
County and by the County to the Joint Legislative Audit and Review Committee)
JLARC The
�
County will not process requests for reimbursement without the appropriate re orts.
..p The following
provisions allow. the Entity and The County to meet their respective requirements under RCw
67.28.1816.
a. Estimated Increase in Visitors: Asart of its LTAC application, the
p pp 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 visitorsp rovided 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
p p promotion as
specified with the application and this Agreement, but no later, than 60 -days
afterward, the Entity shall complete a report substantially and provide to the Count
. llY
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 good faith best -estimate of the number of visitors resulting from 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. 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 a
p _ payment
yment
and/or tear sheet to provide proof of request,paY ment, and use. All reimbursement
requests must be submitted on an itemized cover invoice provided by the County.
Y
U r -r I
RANT COUNTY TOURISM PROMOTION AGREEMENT
6. Modifications. The County may modifyA
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 writingb the Count Co '
Y y Commissioners or designee.
7. Tern,. of Contract. This Agreement shall be in full force
and effect upon full execution
and shall remain in effect until terminated either b The Entity '
Y y expending the allocated County
funds or completion of the tourism promotion activities.
Either Party may terminate this
Agreement by 30 days written notice to the other Part with
Party or no notice upon a determination by
the County that the funds will not be or have not been used
for the purpose as stated in this
Agreement. In the event of such termination, the Count hall ce
County sase and desist 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.
�. Compensation. The County agrees to a the Entity an
pay y amount not to exceed $ 5 0.00, as
recommend by the LTAC and approved by the Count Commissioners u -
Y upon proper documentation
and reporting requirements being completed. The Count shall '
County all pay the Entity upon presentation
of approved documentation to the County. The Entityshall be r . •
responsible for showing that the
County funds were used for tourism promotion. Theroof of expenses' p xpenses shall be forwarded for
reimbursement to the LTAC Clerk, as part of required re ortin
q p g, at the below stated address no
later than 60-davs from the co m letion of our event but no late th
r than the 15 day of December in
the year that funds were awarded for year aroundp romotion.
The County reserves the right to withhold .
g payment of funds under this Agreement which is
determined in the reasonable judgment of the LTAC or designee '
g to be noncompliant with the scope
of work, the County standards, and the Count ordinances or federal .decal or state law.
9. APRlicable Laves and Standards. The Parties, in the performance of this Agreement
agree to comply with all a licable federal '
pp ,state, and local laws, ordinances, and regulations.
10. Relationship of the Parties. It is understood, � .
agreed, and declared that the Entity,its
employees, a encs and assigns
g g s shall be an independent contractor and not the a ent or
of the Count that - • • - g employee
County, t the County is interested in only the results to be achieved a '
and that the right to
control the particular manner, method, and means in which the services rvices are performed is solely
within the discretion of the Entity. All o employees whprovide p services to the County .under this
Agreement shall be deemed employees solely of the Entity. The E •
y Entity shall be solely responsible
for the conduct and actions of all employees of the Entityunder der this Agreement and any liabilit .
that may attach thereto. Y
11. Records. The Count or State Auditor or •
Y any of their representatives shall have full access
to and the right to examine during normal business hours all the Entity's '
tity s records with respect to .all
matters covered in this Agreement. Such representatives shall beermi
p tted 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 b this Agreement Y gr ment for a period of three years
from the date final payment is made hereunder.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
12. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend
p � ,
indemnify and hold harmless the County and its officers, agents, and employees, rom an f
Y and all
claims, actions, sults, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries,
p
and damages of any nature whatsoever relating to or arising out of the negligent or wrongful acts
g
errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors
subconsultants and employees to the fullest extent permitted by law, subject onlyto the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the Count shall not apply to liability for
Y pp Y Y
damages arising out of such services caused by or resulting from the sole negligence of the County
y
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
.. Y ama g
arising out of such services caused by the concurrent negligence of (a) the County or the County's
agents Y
g or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only to the extent of the ne li ense of the Entit the Enti
g g y, ty s agents,
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'sersonnel-related costs reasonable
p ,
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.
The Entity specifically and expressly waives any immunity that may be granted 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, coni1. ensation or
g p
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
. Y
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.
13. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party
has the power, right or authority to waive any of the conditions or provisions of this Agreement.
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 remedyp rovided herein or by law. Failure of either
Party to enforce at any time any of the provisions of this Agreement or to an require at time
� Y
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 anyp art thereof.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
14. Assignment and Delegation. Neither Part shall assign, Y g , tr ansfer or delegate any or all the
responsibilities of this Agreement or the benefits received hereunder•
without first obtaining the
written consent of.the other Party.
15. Subcontracts.' Except as otherwiserovided herein the he Entity shall not enter Into
subcontracts for any of the work contemplated under this Agreement greement without obtaining prior
written approval of the County.
16. Confidentiality. The Entity may, from time to time receive ' '
information which is deemed
by the County to be confidential. The Entityshall not disclose '
such information without the prior
express written consent of the County or upon order of a Court of competent
17. Jurisdiction and Venue. This Agreement -
gr nt is entered Into in Grant County, Washington.
Disputes between the County and the Entityshall be resolved i
n the Superior Court of the State of
Washington in Grant County. Notwithstanding,the foregoing, theEntity agrees that it may, at the
County's request, be joined as a party in any arbitrationroceedin
p g b etween 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 � ator(s) decision therein shall be
final and binding on the Entity and that judgment may e entered Bred upon it in any court having
jurisdiction thereof.
18. Cosa and. Attorney's Fees. The prevailingart in litigation party any or arbitration arising out
of this Agreement shall be entitled to. its reasonable attorney's . y fees and 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 an rior oral or written Y p agreements. This Agreement may not
be changed, modified, or altered except in writingsigned b the Parties hereto.
20. Anti -kickback. No officer or employee of the Count
y, having the power or duty.to
perform an official act or action related to this Agreement, shall have ave or acquire any interest in this
Agreement, or have solicited, accepted, or granted a resent or fu •
. p tore gift, favor, service, or other
thing of value from any person with an interest in this Agreement..
gr nt.
21. Severability. If any section, sentence, clause or phrase of
. p this Agreement should be held
to be invalid for any reason by a court of competent jurisdiction,P such invalidity shall not affect
the validity of any other section, sentence, clause orprase o '
p f this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
A
,Sign Here
j�
jw/&
00ril �Ae
") "� -*—
hinted Name/ Po 'tion
,Date
COUNTY APPROVAL:
ORGANIZATION: Best of Barrels Only, LLC
EVENT: Spring Warm -Up Futurity
AMOUNT: $ 5000
Signed this day of -1 2024.
GRANT COUNTY
P4a-AdkD"" OF COUNTY C MISSIONERS
A
Cind Carter, hair
Danny E. one, Vice WChair
Rob An ember
ATTEST:
arb#a J. Vasquez, 0ey,,fc,&f tVe toard
Approved as to form:
Barbara G. Duerbeck, WBA #53946
Grant County Civil Deputy Prosecuting Attorney
Date