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: BICC / LTAC DATE: 3/21/24
REQUEST SUBMITTED BY: J• Gingrich 2931
PHONE:
CONTACT PERSON ATTENDING ROUNDTABLE: B• Vasquez
CONFIDENTIAL INFORMATION: ❑YES ® NO
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DATE OF ACTION. J. 7,(0--
APPROVE:
DENIED ABSTAIN
D1:
D2:
D3:
DEFERRED OR CONTINUED TO:
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-18
EVENT: Fall Musical IQ4-084
ORGANIZATION: Masq uers Theater
AMOUNT $ 5000
THIS AGREEMENT is made by and between the Grant County, a non -charter Co
of Washington, hereinafter referred V► e► . unty of the State
d to as County, and Masquers Theater her
as "The F- tity �� �in;nfltr rA-��, .o,a 4.� -- I��, _ __i-* „ hereinafter referred to
DEFINITIONS
Tourism.. Promotion.' "Tourism romotion'' m •
p means activities, operations, and expenditures
designed to increase tourism inclu p s
ding but not limited to advertising, public*
distributing information for the u g3 p 'zing, or otherwise
purpose o s e o f attracting and wet corrin � touri • ` •
to expand tourism; o g sts, developing strategies
h Aerating tourism promotion agencies and fundin
• g the marketing of or the
operation of special events and festivals de
signed to attract tourists.
Fund(s). "Funds " is defined as
f .) any amount of compensation °
of Gra p derived from the lodging tax monies
Grant County which is allocated to the Entity for touris mpromotion.
INCONSIDERATION of the term •
s and conditions contained herein, the Parties c
agree as follows:. OVenant and
1
''Pur., ose of --A reeanent. -The•` _
purpose of this Agreement is for the Co
to promote tourism in Grant Count County and the Entity
County. The County agrees to make funds available to '
the purpose of tourism promotion, the Entity for
p on to attract visitors overnight to create business and revenue in
Grant County.
20 - Administration.. The B o ar _ .
d of County Commissioners Office shall administer
primary contact for The Entity mnister and be the
re garding --terms. of this Agreement. Forood
,the Count g cause, as solely
determined :by the County, y may direct that the :Entity is no longer entitled
. romotion a g to the use of
said funds for tourism.
p and terminate this Agreement.
3. _ Reresentations. The Entity shall use the,, :funds received from the County'
promotion and advertisingsolei for tourism
y for the purposes and in accordance with'the •
b the Entityto the C he proposal submitted
ounty. The Entity shall perforin the services and w '
and. rom tl cur work set forth in the proposal
p p y e any failure in performance. The Count has r
made b t Y gilled .upon the representations
y he Entity in ,the ,proposal. B execution oft ' •
y his Agreement, the Entity re resents that t
funds will be used for tourism promotion ` p he
p as defined by this _Agreement in accordance '
current laws, rules and regulations. No with all
substitutions of purpose or use of the funds s
without the written consent oft hall be made
he County. The County shall make decisions ` and, carry out its other
responsibilities in 4 timely manner.
4. Requirements 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 Y 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 completion of your event. Failure
to submit your reimbursement claim within 60 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 pp x 1.
f. Event reporting must be completed prior to any funds being reimbursed.
5, Reportin RCW 67.28.1816 . as amended .includes reporting requirements for
p g q the Entity
and the County on the use of funds distributed pursuant to this A eement and the estimated and
actual number of increased visitors. These. reports are required to be provided by the Entit to the
Y
County and by the County to the Joint Legislative Audit and Review CommitteeJLARC). The
County will not process requests for reimbursement without the appropriate re orts. The following
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 Entity shall
pp y 11
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
p 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 tourism promotion as
specified with. the application and this Agreement, but no later than 60 -days
Y
afterward, the Entity shall complete a report substantially androvide 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 Repo rtin J: 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 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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
6. Modifications. The County may modify this Agreement and order changes hanges in the work
whenever necessary or advisable. The Entity will accept modifications consistent p nsistent 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 full execution
and shall remain in effect until terminated either b The Entity expending t
Y ty p g he allocated County
funds or completion of the tourism promotion activities. Either Pa '
.. arty may terminate this
Agreement by 30 days written notice to the other Party or with no notice upon '
Y p a 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 desi '
Y st 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 Count a ees to a the Ent' F
�. Y pay an amount not t
----• y o exceed $ 5 0.0.0, as
recommend by the LTAC and approved by the County Commissioners u on ro er '
p p p documentation
and reporting requirements being comm leted. The Count
p y shall pay the Entity upon presentation
of approved documentation to the County. The Entityshall be responsible p b1e for showing that the
County funds were used for tourism promotion. The roof of expenses, shall
pbe forwarded for
reimbursement to the LTAC Clerk, as part of required repo_r.ting, at the below stated address no
later than 60 -days from the completion of your event but no later than the 15111
day of December in
the year that funds were awarded for year around
promotion.
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 to
g be noncompliant with the scope
of work, th.e :County standards, and the County. ordinances or federal or state law.
9. AppReable Lawns and Standards. The Parti
es, in the performance of this Agreement,
agree to comply with all applicable.. federal, state and local law � •
s, 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 Inde endent contractor an
p d 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 are
performed is solely
within the discretion of the Entity. All employees whoce
rovide services to p . ices he County under this
Agreement shall be deemed employees solely ,of the Entit .The Entit shall '
Y y . be solely responsible
for the conduct and actions of all employees of the Entityunder. this Agreement '
gr ement and .any liability
that may attach thereto.
11. Records. The County or State Auditor or an of the` '
y it representatives shall have full access
to and the right to examine during normal business hours all the '
Entity's records with respect to all
matters covered in this Agreement. Such representatives shall •
• p b e 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 b this A for a
Y Agreement period of three years
from the date final payment is made hereunder.
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 law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the Count
County
or the County's agents or employees pursuant to RCW 4.24.115.
The Entity's duty to defend, indemnify and hold harmless the County against liability for damages
arising out of. such services caused by the concurrent negligence of (a) the County or the County's
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, snegligence Y,Ys agents,
apply only to the extent of the ne li ence of the Entit the Entit '
subcontractors, sub consultants and employees.
The Entity's duty to defend, indemnify and hold the Count harmless shall include as to all claims,
ms,
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, compensation 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
extends only to claims against the Entity by the County, and does not include, or extend to, an
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 Part
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 an time
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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 Part hall assign, transfer
Y sg , 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 Entity ity shall. not enter into
subcontracts for any of the work contemplated under this Agreement •
gr t without obtaining prior
written approval of the County.
16, Confidentiality. The Entity may, from time to time receive info '
information which is deemed
by the County to be confidential. The Entity shall not disclose such i •
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 i •
' into in Grant County, Washington.
Disputes between the County and the Entity shall be resolved in the Superior perior Court of the State of
Washington in Grant County. Notwithstanding the foregoing,thEntity e y agrees that it may, at the
County's request, be joined as a party in any arbitration proceeding between the County and an
third party that includes, a claim or claims. that Y
arise out of, or that are related to the Entity's services
under this Agreement. The Entityfurther a that t
er gr ees he Arbitrator(s) decision therein shall be
final and binding on the Entity and that judgment ma be entered 'y upon it in any court having
jurisdiction thereof.
18. Cost and Attorney's Fees. The prevailing party in any litigationarising out
of this Agreement shall_ be entitled to its reasonable attorney's • •
y s 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 n or oral or written Y p n 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 Count 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 resent or future i '
p gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
21. Severability. If any section, sentence, clause phrase of this . � or p s Agreement should be held
to be invalid for any reason by a court of competent jurisdiction, su 'p such invalidity shall not affect
the validity of any other section, sentence, clause orhrase of this
p Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
ae4
71
COUNTY APPROVAL:
ORGANIZATION: Masquers Theater
EVENT: Fall Musical
AMOUNT: $ 5000
1(4
Signed this A day of
20240
GRANT COUNTY
ARD OF COUNTTa OMMISSIONERS
Cindy Carltr, Chair
Danny E. Stone, Vice Chair
Rob Joo, exr er
ATTEST:
(Barb a .Vasquez, 4 e, and Date
,z, Cl r the
Approved as to fon-n:.
Barbara Duerbeck WSBA #53946
Grant County Civil. Deputy Prosecuting Attorney
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-19
EVENT: Harvey
K24-085
ORGANIZATION: Masquers Theater
AMOUNT: $ 3500 -
THIS -
AGREEMENT s made by and betweenthe Grant Count a non. charter County unty of the State
of Washington, hereinafter referred to as "Count "and Mas ue
y, q rs Theater hereinafter referred to
as "The En tl tv_' 1 [11 n tl v rPfPrrPtl 4-n a c U $a
DEFINITIONS
Tourism. Promotion.`
"Tourism promotion means activities o erations
p , and expenditures
designed to increase tourism, includingbut not limited to -
advertising, publicizing, or otherwise
distributing information for the purpose of attractin Agand welco •
g ming tourists, developing strategies
to expand tourism; operating tourism promotion agencies; and funding '
.: g � g the marketing , of or the
operation .of special eventsand festivals desi ` ned to attract to '
g urists.
Fund
(s). "Fund(s) is defined as any amount of compensationensation derived from the e lodging tax monies
of Grant `County which is allocated to the Entit for tourism romo
Y p tion.
IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and
agree as follows
1. Pur . ®se of Agreement, The pu :. ose of this. A eement iS
� gr for the County and the Entity
topromote tourism in Grant County. The Countya ees to make •
gr funds available to the Entity for
the purpose of tourism promotion to attract visitors overniht to create business ness and revenue in
Grant County.
2 Adm* imistrat on. -The Board. of County Commissioners Office shall admini
ster and be the
primary contact -,for The Entity. regarding terms of this
Agreement.. For good cause, as solely
determined by the County, the Count may direct that the Ent' '
Y Y the -Entity is no longer entitled to the use of
said funds for tourism promotion. and terminate this
Agreement.
3. _Representations., The. Entityshall use the funds received from the County for tourism
promotion and advertisin7.
g solely for the u ores and in •
p . 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 relied u •
County upon :the representations
made by the Entity in the proposal. By execution of this A eem '
gT ent, the Entity represents that the
funds will be used for tourism promotion as defined '
p by this Agreement in accordance with all
current laws,- rules and regulations. No substitutions of u ose
p rp or use, of the funds shall be made
without thewritten consent of the County. Th ' ' •
y e 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 completion of your event. Failure
to submit your reimbursement claim within 60 days will nullifyagreement.
this gr
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 being reimbursed.
50 Reporting. RCW 67.28.1816 as amended includes reporting requirements for the Entity
ty
and the County on the use of funds distributed pursuant to this Agreement and the estimated and
actual number of increased visitors. These reports are required to be provided by the Entity to the
County and by the County to . the Joint Legislative Audit and Review Committee (JL
ARC). The
County will not process requests for reimbursement without the appropriate reports. 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 shall
provide the County with an estimate of the number of visitors resulting, from the
use of funds under this Agreement. The estimated number of visitors
provided shall
be consistent with the Entity's proposal to the County for lodging tax funds, to the
extent such estimates were provided therein.
b. Final Report on Increase in Visitors: Upon completion of the tourism promotion as
specified with the application and this Agreement, but no later than 60 -days
afterward, the Entity shall complete a report substantially androvide to the County
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 �' g s in the work
whenever- necessary or advisable. The Entity will accept modifications consistent
p with state and
local law when directed orally or in writing by the Count Commissioners 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 b The Entity y expending the allocated County
funds or - completion of the tourism Ipromotion activities. -Either Party may terminatethis
Agreement by 30 days written notice to the other Party or with no notice upon a de.te termination p nation by
the County that the funds will not be or have not been used for the purpose asthis
Agreement. In the event of such termination, the Count shall cease and desist fro '
Y m distributing
any further funds to The Entity for work performed or otherwise. The Count
County shall make payment
for all work satisfactorily performed up to the time of termination.
8. Comensati® The County agrees to a the Ent an -`
gr' pay Entity amount not to exceed X3500, as
recommend the LTAC and approved by the County Commissioners upon proper documents
p' p p tion
and reporting requirements being completed. The Count shall a the Enti
Y p y ty upon presentation
of -approved documentation to the County. The Entit shall be res onsible f
Y p or showing that the
County funds were used for tourism promotion. The roof of expensesp shall be
pforwarded for
reimbursement to the LTAC Clerk, as part of required re ortin at the below stat
p g� 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 '•
p y funds under this Agreement. which. is
determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope
of work, the County standards, and the County ordinances, or federal or state law.
9. AppReable, Laws and Standards. The rartics, in the perform cc of this .Agreement,
agree to comply with all applicableTederalstate and local laws
ordinances, and. regulations. .
10. Relationship.of the Parties. It is understood
gcc�,end declared
that, the. Entity, its
employees, agents and. assigns shall be an independent contractor a
p nd 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 areerfo
p rmed is solely
within the discretion of the Entity. All employees whorovide services to the County unty under this
Agreement shall be deemed employees solely of the Entit .The Entit shall be sole '
Y y solely responsible
for the conduct and actions of all employees of the Entity under this Agreeme
nt and any,liability
that may attach thereto.
11. Records. The County or State Auditor or an of '
y their representatives shall have full access
to and the right to, examine during normal business hours all the
Entity's records with respect to all
matters covered in this Agreement. Such representatives shall be erm' '
. p p ltted to audit, examine and
make excerpts or transcripts from such records and to make audits of alf c
ontracts, 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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
12. Indemnification and Hold Harmless. The Entity shall, at its sole ex ense defend
p 9
indemnify and hold harmless the County and its officers, agents, and employees, from an and all
y
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 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 County shall not apply to liability for
damages arising negligence out of such services caused by or resulting from the sole ne li of the Count
g g 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 Count o '
y r 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 Entity's a
g y, e ty gents,
subcontractors, subconsultants and employees.
The Entity's duty to defend, indemnifyand hold the Count harmless
y 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 Y 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 dam
a es com 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 immunityunder 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
Y
indemnification provision was mutually negotiated.
13. Waiver. No officer, employee, agent, or other individual actin on behalf of either Pa
. g �Y
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 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 an art thereof.
Yp
GRANT COUNTY TOURISM PROMOTION AGREEMEN
14. AssiLynrnent and 1)elaation. Neither Pa shall '
Party 1 assign, transfer or delegate an or all the
responsibilities of this Agreement or the b Y
benefits received hereunder without first obtaining
written consent of the other Party. the
15. Subcontracts. Except as otherwise herwise provided herein, the - Entit shall not
subcontracts for an of the work y enter into
Y contemplated under this Agreement without obtaini
written approval of the County. ng prior
16• C®nfidentiali. The ,from time to Entity may, time, me, receive Information which is deemed
by the County to be confidential. The Entityshall not • •
disclose such information 'without the rior
express written consent of the County or upon order of a p
p Court of competent jurisdiction.
17. Jurisdiction and venue. This A Bement is en
' tared into in Grant County, Washington.
Disputes. between the Count and the Entity �
Y e tity shall be resolved in the Superior Court of the State tate of
Washington in Grant County. withstanding the foregoing, the Entityagrees that it
County's request, be joined g may, at the
Y q as a party in any arbitration proceeding be the
third art that in g County and any
p y cludes 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 he Arbitrators) decision therein shall be
final and .binding on the Entity and that ' m
judgment ay be entered upon it in any court Navin
jurisdiction thereof. g
18. Cast and Attorney's Fees. The prevailing art litigation •
.. , p g p yin any litigation or arbitration arisen out
of this Agreement shall. be entitled to. its reasonable • • g •
attorney, s fees and costs of such litigation
(including expert witness fees).
19. Entire Agreement. This written Agreement constitutes g nstitutes the entire and complete agreement
between the Parties and supersedes an prior oral
Y p or written agreements. This Agreement may not
be changed, modified, or altered except in writing signed Y
P g fined by the Parties hereto.
20• Anti -kickback. No officer or employee of th
e County, having the power or dut to
perform an official act or action related to this A Y
greement shall have or acquire any interest in this
Agreement, or have solicited, accepted, or anted a re •
. gr present or future gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
21. Severability. If an section
• Y sentence, clause, or phrase of this Agreement should be
to be invalid for an reason b a co held
Y y court of competent jurisdiction, such invalidityshall n
the validity of any other section Bente of affect
sentence, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
V -
COUNTY APPROVAL:
ORGANIZATION: Masquers Theater
EVENT: Harvey
AMOUNT: $ 3500
Signed .this day of .920 24*
GRANT COUNTY
-BeACOUNTY OMMISSIONERS
, OF Y)l
AV
IA'
Cindy Cart br,Chair
Danny E. Stone, Vice Ch. '
R o b6 -n e s 1-,�re mb e,
ATTEST:
3 -2,
—
Bar ara Vasquez,161 of Board Date
Approved as to form:,
Nd -T- �mv Kre vsiv 11 iawy' Pe
Barbara ex. buerbeck, W*SB.,k #5394-6
Grant County Civil Deputy Prosecuting Attorney
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-20
EVENT: Holiday Show
ORGANIZATION: Masquers Theater
AMOUNT: $ 3500
THIS AGREEMENT is made b and betwe
• y en the Grant County, a non -charter Count of the State
of Washington, hereinafter referred to as " �" Y
County, and Masquers Theater hereinafter referred to
as "The Entitv_" inintly r,1_`31-FPrr,,
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activitiesoperations, and expenditures
designed to Increase tourism incl 'din .. •
g but not limited to advertising, publicizin or oche
distributing information for the purpose � - `•
g� otherwise
p rp of attracting and welcoming tourists; developing strategies
to expand tourism; operating tourismfunding
p g gees
p g promotion agencies; and funding the marketingof or the
operation of special events and festivals deli
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 Enti for touri
ty sm promotion.
IN CONSIDERATI4N of the terms and condition � •
s contained herein, the Parties covenant and
agree as follows:
1. Pur ose of A' 'reemete The:u •
p rpase of this Agreement is for the County and the Entity
to promote tourism in ` Grant County: The Count agrees.
County gr to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overni '
ght to create business and revenue in
Grant County.
2. Administration. The Board of Co '
unty Commissioners Office shall administer and be the
primary contact for The Entity regarding terms softhis Agreement. For good .cause, as solei
determined by the County,. the Count may direct that y
Y y the Entity is no longer .entitled to the use of
said funds for tourism promotion and terminate this Agreement,
gr t.
3. Representations, .The Entity shall. use the funds received from the Count for tour'
promotion and advertisin solel for the Y sm
g y e purposes and in accordance with the proposal submitted
by the Entity to the p . p bmitted
y .County. The Entity shall perform the services and work.se
t forth in the proposal
and promptly cure any failure in performance. The Count '
County has relied upon the representations
made by the Entity in the proposal. By execution of this Agw.reement the Entity represents that the
funds will be used for tourism promotion as defined b t ' •
y his Agreement in accordance with all
current laws, rules and regulations. No substitutions of purpose
. p rp or use of the funds shall be made
without the written consent of the County. The Count shall decisions •
. . • , y make _decisions and _carry out its other
responsibilities In a timely manner.
GRANT COUNTY TOURISM PROMOTION AGREEMENA
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
Y
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 completion ofY our event. Failure
to submit your reimbursement claim within 60 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 App
endix 1.
f. Event reporting must be completed prior to any funds being reimbursed.
50 Reporting. RCW 67.28.1816 as amended includes reporting requirements for
p g q the Entity
and the County on the use of funds distributed pursuant to this Agreement and the estimated and
actual number of increased visitors. These reports are required to be provided by the Entity to .the
County and by the County .to the Joint Legislative Audit and
Review Committee JLARC . The
County will not process requests for reimbursement without the appropriate re orts. The following
p
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 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 visitorsrovide
p d shall
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 Report on Increase in Visitors: Upon completion of the tourism promotion as
specified with the application and this Agreement, but no later than 60 -days
Y
afterward, theEntityshall complete a reportl substantially and provide to the Count
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
,gr 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 s us ed 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, 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 invoicerovided b th
p y e 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 full execution
and shall remain in effect until terminated either by The Entity 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 Party or with 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 County shall cease 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.
8. Com ens-ationO ..The Count a - ees to a the
- - '
Y gr p y he Entity an amount not to exceed as
h
recommend y the; LTAC and approved by the County Corrin scion rs u on ro er do
. p p p � . cumentation
an re oft re uirements b ein
p g q g completed. The County shall pay the Entity upon present
p p
of approved documentation to the County.The '
y Entity shall be responsible for showing that the
County funds were used for tourism promotion. The roof of ex enses sh
p p all b e forwarded for
reimbursement to .the LTAC Clerk, as part of required re ortin at the bel
reporting, ow stated address no
later than 6o -days from the completion of your event but no later than the to •
15 day of December in
the. year that funds. were awarded for year .aroundp romotion.
The County reserves the right, to withhold a - � .
g payment of funds under this Agreement which is
determined in the reasonable judgment of the LTAC or designee to be nonc '
g ompliant with the scope
of work, the County. standards, and the County : ordinances or federal or state law.
9. A licable Laws and. -Standards. The Parties in the''' performance .of this Agreement,
agree to comp. with all a licable federal, state and local
p Yp 'laws ordinances, and
reg lations.
10. Relationship of the Parties. It is under •
stood, agreed, and declared. that. the Entity, its
employees, agents and assigns shall bean inde endent contractor rand not the agentor. .employee
of the County, that the County is interested in onl the results to be achieved., '
Y eyed, and. that the rig_ ht 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
p to the County under this
Agreement shall be, deemed employees solely of the Entity.The Entit shall
y be solely responsible
for. the conduct and actions of all employees of the Entity.under this A ' •
Agreement and any liability
that .may attach thereto.
11. Records. The Count or State Auditor or an '
Y y of their representatives shall have full access
to and the right. to examine during normal business hours all'
the Entity's records with respect to all
matters covered in this Agreement. Such representatives shallbe•
. 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 b this A for a
Y Agreement period of three years
from the date final payment is made hereunder.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
12. Indemnification and Bold 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, sults, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries,
g p J es,
and damages of any nature whatsoever relating to or arising out of the or wrongful negligent act
gs,
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 only to the limitations
provided below.
The Entity's duty to
.. defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the County
or the County's agents or employees pursuant to RCW 4.24.115.
The Entity's duty to defend, indemnify and hold. harmless the County against liability for damages
s
arising out of such services caused by the concurrent negligence of(a)the Count or the Count ' Y 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 . ne li ence of the Entit the E '
g g Y5 ntity s agents,
subcontractors, sub consultants and employees.
The Entity's duty to defend, indemni and hold the Countyharm '
fY less shall include, as to all claims
demands, losses and liability to which it applies, the County's el costs reasonable
ble
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
11
not be limited In any way by any limitation on the amount ort e of damages, compensation type g p or
benefits payable to or for any third party under workers' com ensation acts disability benefit p y t acts,
or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision
. tY p n
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 actin on behalf of either Part
. g Y
has the power, right or authority to waive any of the conditions orrovisions of this Agreement.
p gr nt.
A waiver in one instance shall not be held to be a waiver of any other subsequent breach or
othq
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 law. Failure of either
er
Party to enforce at any time any of the provisions of this Agreement or ttime
o require at any
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. Assi nment and Delegation. Neither Pa .
Party shall assign, transfer or delegate an or allthe
responsibilities of this A eement or y he
g� -the benefits received hereunder without first"
written consent of the other Party. obtaining the
.
15. Subcontracts. Except as oth
p erwise provided herein the Entity � y shall not. enter Into
subcontracts for any of the work contemplated under this Agreement '
written approval of �' ent without obtaining prior
pp he County.
16. Confidentiali .The Entity _ y may, from time to time, receive information which is deemed
by the County confidential. The Entity shall not disclose such information'
without the prior
express written consent oft
he County or upon order of a Court of come '
competent Jurisdiction.
17. Jurisdiction and. venue. T
his Agreement is entered into in Grant Coun '
Disputes between the Count- tY� Washington.
County and the Entity shall be resolved in 'the Superior
Washington in Gran p _ Court of the State of
gt t County. Notwithstanding the foregoing,th •
g e Entity agrees that it -may, at the
County's request, be joined as a party in any arbitration proceeding between the Count
third party that includesi
. �a claim or claims y and any
ams that arise out of, or that are related to the Entity's
under this Agreement. The Entity ty s services
further agrees that the Arbitrators decision
final a �) therein shall b e
and binding on the Entity and that judgment ma
y be entered upon it in any court having
jurisdiction thereof. g
18. Cost and Attorney's Fees. The revailin litigation .
p .g party in any litigation or arbitration arisen out
of this Agreement shall be entitled to its reasons ' g
reasonable attorneys fees and costs of such litigation
(including expert witness fees ). gation
19. Entire Agreement. This written Agreement• constitutes the entire and complete agreement
between the Parties and supersedes an riot oral �
y p or written agreements. This Agreement in write may not
be changed, modified, or altered excepty
ng signed by the Parties hereto.
20. Anti -kickback. No officer or ee emp to y of the County, having the power or dut
perform an official act or action related to this A Y to
Agreement shall have or acquire any' in this
Agreement, or have solicited, accepted or anted •
thin �. � a.present or future gift, favor, service, or other
g of value from any person with an interest in this
Agreement..
21. Severability. If an section, sentence, clause, or phrase of this Agreement should
to be invalid for an reason b a co be held
y Y court of competent jurisdiction, such invalidity
the validity of an other sectio shall not affect
Y n, sentence, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
COUNTY APPROVAL :
ORGANIZATION: Masquers Theater
EVENT: Holiday Show
AMOUNT: $ 3500
Signed this day of A JAA 2024.
GRANT COUNTY
BO OF qO_ y OMMISSIONERS'
m
V
Cindy Carter, hair
'
60 45
Danny E. Stone, Vice Chff�ir
Rob Jones; ?vrembier--
A A TEST:
TEST:
Bar ara J. Vasquez of6e Board
Approved as to form.
.Barb AG.Duerbeck,W B #539946
Grant County Civil Deputy Prosecuting Attorney
Date
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-21 IQ4-087
EVENT: Love Letters
ORGANIZATION: Masquers Theater
AMOUNT: $ 3500
THIS AGREEMENT is made b and between n the Grant County, a non -charter Count of the State
of Washington, hereinafter referred to a " y
s County, and Masquers Theater hereinafter referred to
as "The Entity," jointly referred to as"Parties."
DEFINITIONS
Tourism Prom®tioA. "Tourism promotion" means activities•
, operations, and expenditures
designed 'to increase tourism, includin but not limited ted to advertising, publicizing, or otherwise
distributing information for thep'urpo s e of attrac ' �f •ting and welcoming ounsts; developing strategies
to expand tourism; operatingtourism promotion g
p agencies; and funding the marketing of or the
operation' of special eventsand festivals designed to attr act tourists.
Fund(s). `"Fund(s)" is defined as an amount of compensation mpensation derived from the lodging tax monies
of Grant County which is allocated to -the Entityfor tourism
m promotion.
IN CONSIDERATION of the terms and conditions contained
herein, the Parties covenant and
agree as follows:
1.
Purpose -of Agreement Thep ose
p rp of this Agreement ns for the County and the Entity
to promote tourism in Grant Count .The County agrees
Y tY gr es to make funds available to the Entity for
the purpose �of tourism promotion to attract nisi y
.tors overnight to create business and revenue in
Grant County.
20 Administration The Board ,of County Commissioners Office shall administer and be the
primary contact for .The Entity regarding of
g g this Agreement. For, good: cause, as solei
determined by the: County, the Count may .direct that y
Y y t the Entity. is no longer entitled to the use of
said funds for tourism promotion and terminate this Agreement.
gr ent.
3. Representations, The Entit shall
y use .the .funds _received from the County for tourism
promotion :and advertisin solei... for t y
g y. he purposes and in accordance with the ro osal '
b .the Entity. t p p submitted
y y o the County. The. Entity shall perform the services and. wor '
k 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 A Agreement, '
gr ment, the Entity represents that the
funds will be used for tourism promotion as defined'
by this Agreement in accordance with all
current laws, rules and regulations. No substitutions ofu ose or
p rp use of the funds shall be made
without the written consent of the County. The Count shall m decisions •
County make decisions and carry out its other
responsibilities in a timely manner.
4. Requirements 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 completion of your event. Failure
to submit your reimbursement claim within 60 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 an funds bein reimbursed.
Y g
5. Report RCW 67.28.1816 as amended includes reporting requirements for the Entity
. p g q y
and the County on the use of funds distributed pursuant to this Agreement and the estimated and
actual number of increased visitors. These reports are required to be provided by the Entity to the
County and by the County to the Joint Legislative Audit and Review Committee QLARCThe
County will not process requests for reimbursement without the appropriate re orfs. The following
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 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 visitorsrovided shall
p
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 substantially and provide to the County
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a 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 Reportin_ : 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 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.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
6. Modifications. The County may modify this Agreement and order changes in the
g work
whenever necessary or advisable. The Entity will accept modifications consistent with
p state and
local law when directed orally or in writing b the Count Commissioners or
Y y designee.'
7. Term'. of Contract. This Agreement shall be n full force •
� and effect upon full execution
and -shall remain in. effect until terminated either b The Entit expending the
_ Y y p g allocated County
funds or- completion of - the tourism promotion activities. Either Party may terminate this
Agreement by 30 days written notice to the other Party or with no notice upon a determination n by
the County that the funds will not be or have not been used for theu ose as stated '
p in this
Agreement. In the event of such termination, the County shall cease and desist from distributing
any further funds to The Entity for work performed or otherwise. The Count shall makpayment
County e
p Y ent
for all work satisfactorily performed up to the time of termination.
8. Compensation. The County agrees to pay the En
tit an amount not to exceed
Y 3 500, as
recommend by the LTAC and approved by the County Comluissioners upon ro er documentati
p p p on
q g p
and repo re uirements bein com 'I 'ted. The C y
p Dunt shall pay the Entity' upon presentato
on
of approved documentation to the County. The Entity shall be responsible for show
nthat the
County funds were used for tourism promotion. The proof of expenses shall be forwar
ded for
reimbursement to. the LTAC Clerk, as part of required reporting,. at the below_ stated address no
later than 60 -da s from the completion of vour event but no later thth •
an the l5 day of December In
the year that finds were awarded for year around pro motion.
The County reserves the right to withholda ment of
p y funds under this Agreement. which. is
determined in the reasonable judgment of the LTAC or designee to be noncompliant with th
g p e scope
of work, the County standards, and. the County ordinances, or federal or state law.
9.0 Applicable Laws and Standards.. The Parties in theerf .
p �rmancc of this greement,
agree to comply with all applicable federal, state and local laws ordina
rices, and regulations.
10. Relationship of the . Parties. It is understood agreed, : gree., ,ani. declared that the Entity, its
employees, -agents and assigns shall be an Inde endnt contractor and not the agent g nt 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 pr vide services to the Count un '
p : y der this
Agreement shall be deemed employees solely. of the Entity. The Entitv shall be solely responsible
sible
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 an of their representatives y presentatives shall have full access
to and the right_ to examine during normal business hours all the
Entity's records '
y ords with respect to all
matters covered. in this Agreement. Such representatives. shall be ermitted `
. p p to .audit, examine and
make excerpts .or transcripts from such records and to, make audits of all contracts in
materials payrolls and record Dices
p y ord of matters covered by this Agreement for a period of threeY ears
from the date final payment is made hereunder.
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, sults, 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 law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the Count
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 dame
.. es g.
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 Entity's a
.y� Y gents,
subcontractors, subconsultants and employees.
The Entity's duty to defend, indemnify and hold the Count harmless shall include as to all
Y 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
therclaim-
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 t e of damages, compensation or
Yp g
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 thisp rovision
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.
130' Waiver. No officer, employee, agent, or other individual acting on behalf of either Part
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 Part shall assign, gn, transfer or delegate any or all the
responsibilities of this Agreement or the benefits received here '
under without first obtaining the
written consent of the other Party.
15. Subcontracts. Except as otherwiserovided herein, n, the Entity shall not enter into
subcontracts for any of the work contem lated under this
P Agreement without obtainingrior
written approval of the County. p
16. Confidentiality. The Entity may, from time to time receive information which is deemed
by the County to be confidential. The Entityshall not disci •
disclose e such information .without. the _poor
express written consent of the County or upon order of a Court of co '
competent jurisdiction.
17. Jurisdicti®n and Venue. This
Agreement is entered into in Grant Count Washington.
Disputes between the Count and y' gton.
County the Entity shall be resolved in the Su erior Court of
Washington in P the State of
gt Grant County. Notwithstanding the fore oin the Entity
foregoing y agrees that it may, at the
County's request, be joined as a party in any arbitration 'proceeding between the Count and
third party that ...includes a claim or claims t y any
that arise out of, or that are related to the Entity's
fort Y services
under this Agreement. The Entity her agrees that the Arbitrator(s) decision therein
final and bindingo shall be
n the Entity and that judgment may be entered i
it
n .any court having
upon
jurisdiction thereof.
p
18. Cost and
.Attorney's Fees. The prevailing party in any litigation gation or arbitration arisen out
of this Agreement shall be. entitled to its reasonable li• g
attorneys fees and costs of such litigation
(including expert witness fees).
19. Entire A' This written Aregiment constitutes
the entire and complete agreement
between the Parties and supersedes an riot oral or
Y p written agreements. This Agreement may not
be changed, modified, or altered except in writing signed y
p g gned 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 g . all have or acquire any interest in this
Agreement, or have solicited, accepted, or granted'a resent or
• � p future gift, favor, service, or other
thing of value from any person with an interest in this A ee
gr meat.
21. Severability. If any section, sentence clause, bras
� or phrase of 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 orbras '
p e of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
:gn!: em
>L4
COUNTY APPROVAL:
ORGANIZATION: Masquers Theater
EVENT: Love Letters
AMOUNT: $ 3500
Signed this day of .92024.
GRANT COUNTY
PrOA F COUNTY MMISSIONERS
- all
v -v
Cindy Carter, hair
.. . ........... I
Danny E. Stone, Vice Chair
Rob Joa� er
ATTEST:.
ZI
at
Barb Vasquez, C f Board
Approved as to form.:
t
10 e Ril 'A0 RUQ. o \x(l
Barbara b. Duerbeck, WSB W5 946
Grant County Civil Deputy Prosecuting Attorney
Date
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-22
EVENT: The Odd Couple
K24-088.
ORGANIZATION: Masquers Theater
AMOUNT: $ 3 500
THIS AGREEMENT is made by and between the Grant Count anon-
• y, charter County of the State
of Washington, hereinafter referred to as "County,",and Mas uers Theater hereinafter referred rred to
as "The Entity, jointly'referred to as "Parties.
DEFINITIONS
Tourism Promotion..
`Tourism promotion" means activitieso erations and
p expenditures
designed to increase tourism, includin but not limited to advertise ' '
g ng, publicizing, or otherwise
distributing information for the purpose of attractin and welcome
p � g ng 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.
Funds "Fund(s)" is defined as an amount of co ensation derived from the lodging t
�) Y p ax
g g monies
of Grant County which is allocated to the Entity for tourismp rornoteon.
IN CONSIDERATION of the terms and conditions contain '
ed herein, the Parties covenant and
agree as follows:
1. Purpose of A reement. The purpose of this A Bement i •
p gr s for the County and the Entity
to promote tourism in Grant County. The Count agrees to make available Y. to the Entity for
the purpose of tourism promotion to attract visitors overnight to create business and '
g revenue in
Grant County.
2. Administration. The Board of Count Commissioners Office ice shall administer and be the
.primary contact for The Entity regarding terms of this Agreement. For.
. gr good. cause, as solely
determined by. the County, the County may direct that the Entity is no longer entitled to th
• Y g e use of
said funds for tourism promotion and terminate this. Agreement.
3. Representations. The Entity -shall use the funds re
. Y received from the County for tourism
promotion and advertising solely for the purposes and in accordance with thero osal submit
p p ted
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
tations
made by the Entity in the. proposal. By execution of this Agreement, the En
gr tity represents that the
funds will be used for tourism promotion as defined b this A '
y greement in accordance with all
current laws, rules and regulations. No substitutions of purpose or use of the
_ p rp funds shall be made
without the written consent of the County. Count shall make '
Y y decisions and carry out its other
responsibilities in a timely manner.
4. requirements 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 entityand returned to Grant County
y
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 completion of your event. Failure
to submit your reimbursement claim within 60 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 being reimbursed.
5. Reportin R.CW 67.28.1 s 16 as. amended includes reporting requirements for the Entity
y
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 beY Y provided b 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 appropriate re orfs. The following
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 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 promotion as
specified with the application and this Agreement, but. no later than 60 -da
s Y
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 Reportin& 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, 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.
GI
RANT 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 b the Count Commissioners or. designee.
Y Y ghee.
7, Term of Contract. This Agreement shall be in full force -and effect u on
p full execution
and shall remain in effect, until terminated either by The Entity expending the allocated County
funds* or completion of the tourism -promotion activities. Either Party ymay -terminate this
Agreement by 30 days written notice to the other Party or with no notice upon a determination tion by
the County that the funds will not be or have not been used for theu ose as stated in this
p � s
Agreement. In the event of such termination, the County 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.
8. +Con,ensation, The County agrees to pay the Entit an amount not to exceed 3
y ._.SOo, as
recommend by the LTAC and approved by the County Commissioners upon proper documentati
on
and reporting requirements bbing tom leted. The Count shall a th
p Y p y e Entity upon presentation
of approved documentation to the County. The Entity shall be responsible for showin
p g that the
County funds were used for tourism promotion. The proof of ex eases shall be forwarde
. p d for
reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no
later than 69 -days from the completion of our event but no later than th th
e 15 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 with the scope
ope
of work, the County standards and the County. ordinances, or federal or state law.
9. Alicable haws and Standards. The Parties, in the erformance of this A eeme
. p nt,
r
agree to comply with all applicable federal, state, and local laws, ordinances, and regulations.,
gu
10. -Relationship of the Parties... It is. understood
agreed, and declared, Glared hat the Entity, its
employees, agents and assigns shall be an independent contractor and not the aor
g 2.eat
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 solei
within the discretion of the Entity. All employees who . provide services ao the Count under this
. y.
Agreement shall be deemed. employees solei of the Entit .The Entity shall
y y ty be solely responsible
for the conduct. and actions of all employees of the ' Entity under this Agreement and an '
Y y liability
that. may attach thereto.
11. Records. The County: or State.Auditor. or any of their representatives s shall have full access
to and the right. to examine during normal business hours all the Entity's records with
y respect to all
i
matters covered n this Agreement. Such representatives shall be 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 fora period of three years
from the date final payment is made hereunder.
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 law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
damages arising out of such services caused by or resulting from the sole negligence of the 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 Count or the Count '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 negligence of the Entit ,the Entit 's a tints
Y 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'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, compensation 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
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 an time
q 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 any part thereof.
G --RANT 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 otherwise se provided herein, the Entity shall not enter into
subcontracts for any of the work contemplated under this A •
p Agreement without obtalning 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
p ent
17. Jurisdiction and. Venue. This Agreement gr ement is entered into in Grant County, Washington.
Disputes between the County and the Entity shall be resolved i
n the Superior Court of the State of
Washington in Grant County. Notwithstandn the fore oin the •
g g g, Entity agrees that it may, at the
County's request, be joined as a party in any arbitration proceeding between the County and any
third party that includes. a claim or claims that arise out of or that
are related to the Entity's services
under this Agreement. The Entity further agrees that the Arbitrator(s) decision
g tors) therein shall be
final and binding On the Entity, and that judgment ma be en 'y entered upon It In any court having
jurisdiction thereof.
18. Cost and. Attorne 's Fees. The prevailingart in an lits • •
party y litigation or arbitration arising out
of this Agreement shall be entitled to its reasonable attorney's • •
y s 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 writing signed by the Parti
es 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 anted a resent Or fu •
�' p tune gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
gr ent.
21. Severability. If any section, sentence, clause or phrase o '
. p f 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 '
p this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
Hn
I
"
ZV
e ��
COUNTY APPROVAL:
ORGANIZATION: Masquers Theater
EVENT: The Odd Couple
AMOUNT: $ 3500
Signed this day of I (IJIZ)A .920240
GRANT COUNTY
BOARD OF COY' lc:C MISSIONERS'
�
Cindy Carter, Chair V
cv
Danny E. Stone, Vice Chair
Rob Juw er
ATTEST:
Bar a a.JT.. Vasquez',"e of Board Date
I
Approved as to form:
wcj PfNw � kpt
Barbara 6. Duerbec'k WS A 53946
Grant County Civil Deputy Prosecuting Attorney
GRANT COUNTYTOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-34
K:24 -p
EVENT. 8 9
Year Round Promotion
ORGANIZATION. Grant County Museum
AMOUNT: $ 11000
THIS AGREEMENT is made by and: between the Grant Count a n -
y, on, charter County of the State
of Washington,- hereinafter referred to as "County," and Grant County museum hereinafter referred
to as "The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. ``Tourism promotion" means activities operations
• p s, and expenditures
designed to increasetourism, including butnot limited to advertisin
g, publicizing, or otherwise
distributing information for the pu ose of attracting and welc
rP g owing tourists; developing strategies
to expand tourism; operating tourism promotion*
gencies; and fundingthe marketing of or the
operation of speeial events and festivals deli ned to attract tourists.
g
Fund(s), "Fund()" is defined as an amount of com ensation derived from
�) y p the
lodging tax monies
of Grant County which is allocated to the Entity for tourism'tion.
p
IN CONSIDERATION of the :terms and conditions� •
contained herein, the Parties covenant and
agree as follows:
1. 'Purpose of A reerrrent Theu ` ose of this
p rp Agreement is for the County and the Entity
to promote tourism in Grant Count .The Count agrees to y y gr aka funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to create- e business and revenue in
Grant County.
2. Administration. The Board of Count commissioners. '
County vers Office shall administer and be the
primary: contact for: The Entity regarding terms of ;-;this s Agreement. For good cause, as solei
determined by the. Count the Countyma d' y
y, y direct that, the Entity is no . longer. entitled to the use of
said fundsfor to...urism promotion and terminate this
Agreement.. .
3. Representations. The Entityshall use the '
e funds received from ,:the County for tourism
promotion and advertising solely. for the purposes and in a •
p i`p accordancew'
the proposal submitted
by the Entity to the County. The Entityshall perform the services '
� es .and work. set forth in the proposal
and promptly cure an failure in p P
p p Y y performance. The County has relied upon the representations
made -b the Entityin the r pY proposal, By execution of this Agreement the Entityre resent represents that the
funds will be used for tourism promotion as defined b this Agreement y g ant inaccordance with all
current laws, rules and regulations. No substitutions of u ose or use ofthe P rp he funds shall b e made
without the written consent of the County. The Coun shall make decisi '
tY ons 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 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 completion of your event. Failure
y
to submit your our reimbursement claim within 60 dayss will nulla 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 bean reimbursed.
5. Reporting. RCW 67.28.181.6 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 roVided b the Entit to the
Y y.
County and by the County as the Joint Legislative Audit and Rev1eW: Committee (JLARC). The
County will not process requests for reimbursement without the appropriate reports. 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 Entitshall
Y
provide the County with an estimate of .the number of visitors resulting from the
use of fends under this Agreement:: The estimated number of visitors
pr'-ded.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 tourismp romotion as
specified With the application and this A cement, but no later than 60 -days
s
y
afterward, the Entity shall complete a report substantially and provide to the County
a final report of the number of Visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if itis 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, recei t of payment
ment
p pY
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 t
� g he work
whenever necessary or advisable. The Entity will accept modifications .consistent with p _ _ modifications , h state and
local law when -directed orally or in writing by the Count Commissioners or designee.
Y g
7. Term of Contract. This Agreement -shall � be in full for •
force and effect .upon full execution
and shall remain in effect until terminated either b The Entity expendin the allocated County
funds or completion of the tourism promotion activities.Either Pa ma -terminate �y y erminate this
Agreement by 30 days written notice to the other Party or with no notice upon a determi
p nation by
the County that the funds will not be or have not been used for theu ose as stated '
p rp ted in this
Agreement. In the event of such termination, the Count shall cease and desist from di
- Y stributing
any further funds to The Entity for work performed or otherwise. The Count shall `
County l make payment
for all work satisfactorily performed up to the time of termination.
80 Compensation. The Count a ee's to ` a the Entity
r
Y pay y an amount not to exceed $ l 1000 as
recommend by the LTAC and approved b the Count Commis
Y y sinners upon proper documentation
and reporting requirements being coni feted. The Count sh 1 •
p y a 1 pay the Entity upon presentation
of approved documentation to the County. The Entity shall be res onsible for showing ng that the
County funds were used for tourism promotion. The roof of ex eases shall be forwarded p p rwarded for
reimbursement to the LTAC Clerk, as part of required reportin at the below stated
g� address no
later than 60 -days from the completion of your event but but' 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 t
this Agreement .,which_ is
determined in the reasonable judgment of the LTAC or designee to be noncompliant with g p the scope
of work, the County standards, and the County ordinances, or federal or state law.
A hcable Laws and Standards., The Pa
• rhes, in the performance of this Agreement,
agree to comply with all applicable federal, state and local laws ordinances, '
, dinances, and .regulations.
10. Relation
shi of the Parties. It is understood
agreed, and declared that the Entity, Its
employees, agents and assigns:.
shall b e an independent contractor and not thea eat o
g r employee
of the County, that the County is interested in only the results to be achieved and
that the right. to
9
control the particular manner, method, and means in which the service
s are performed is solely
within. the discretion of the :Entity. All. employees whorovide services to the County y under this
Agreement shall be deemed employees solely. of the Entity. The Entit shall be solei responsible
Y Y y esponsible
for the conduct and actions of all employees of the Entityunder this
Agreement and any liability
that may attach thereto.
11. Records. The County or State Auditor or an of '
- y their representatives shall have full access
to and the right to examine during normal business hours all the'
Entity's records with respect to all
matters covered. in this Agreement. Such representatives shall be permitted '
p d to audit, examine and
make excerpts or transcripts from such records and to snake audits of all contracts, invoices,
materials, payrolls and record of matters covered by this Agreement fora period of three �' p 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,
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 law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall .not apply to liability for
_ Y
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 liabilitv for damages
arising out of such. services caused by the concurrent negligence, of a the. Count or the County's
agents or- employees, and 0) the Entity, the Entity s agents, subcontractors, subconsultants and
employees; shall apply only to the extent . of the negligence of the Entity, the Entlt 's a eats
Y g
subcontractors; subconsultants and employees.
The Entity's duty to. defend, indemnify and hold the County.harmless shall include, as to ah 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 ma be anted under the
Y '
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,' comp ensation or
bene fits 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 thisrovision
p
extends -only to claims against the Entity by the County; and does not include, : o_"r 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: 'f either Part
. Y
has the power, right or authority to waive any of .the conditions orrov sions of this Agreement.
p �
A waiver, in one instance shall not be held o be a waiver of any other subsecjuent 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. M42nment and Delegation. Neither Part shall '
Party assign, transfer or delegate any or all the
responsibilities of this Agreement or the benefits received'
hereunder without first obtainingthe
written consent of the other Party.
15. Subcontracts. Except as otherwise erwise provided herein, the Entity shall not enter into
subcontracts for any of the work contemplated under '
p rthi
, s Agreement without prior
written approval of the County. _ g p
16. Confidentialit_y_. The Entity may, from time to time, •
Y� me, receive Information which is deemed
by the County to be confidential. The Entityshall not '
t disclose such information without the prior
express written consent of the Count or upon order ofjuris
p,
Y p a Court of competent diction.
170 Jurisdiction and Venue. This , s Agreement is entered into in Grant County"WashUtes between the C ington.
Disputes County and the Entity shall be resolved in the Superior Co
ton in Gra p Court of the State of
Washington Grant County. Notwithstanding the. foregoing,the Entity a '
y green that it may, at the
County's request, be joined as a party in any arbitration proceeding between the County and an
third party thatincludes includes a claim. or claims that arise out Y
• of, or that are related to the Entity's services
under this Agreement. The Entity further agrees that t • •
g� he Arbitrator(s) decision therein shall be
final and binding on the Entity and that judgment mmay be entered upon it in any court Navin
jurisdiction thereof. g
18. Cost and Attorney's Fees. The prevailing party in any litigation gation or arbitration arising out
of this Agreement shall be entitled to its reasonable attorney's s fees and costs of such litigation
(including expert witness fees).
. Entire Agreement. This written Agreement constitutes the entire and complete agreement
between the Parties and supersedes an ror oral
Y p or written agreements. This Agreement ma not
be changed, modified, or altered exce t in writing signed Y
p g geed by the Parties hereto.
20. Anti -kickback. No officer or employee of th
e .County, having the power or.duty to
perform an official act or action related to this A any ` Y
Agreement shall have or acquire ainterest in this
Agreement, or have solicited, accepted, or anted a res '
. gr' present or future gift, favor, service, or other
thing of value from any person with an interest in this Agreement.
21, Severability. If an section sentence, ence, clause, or phrase of this Agreement should be h
to be invalid for an reason b a court gild
Y , y rt of competent jurisdiction, such invalidityshall n
the validity of an other section sent of affect
Y sentence, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
.Sign Here
Printe Naive Position
Date
COUNTY APPROVAL:
ORGANIZATION: Grant County Museum
EVENT: Year Round Promotion
AMOUNT: $ 11000
Signed this day of o 2024.
Approved as to form:
GRANT COUNTY
BIRD OF N COU
U T COMMISSIONERS
AA4
Cindy Carter Chair
L79-0�5149
Danny E. Stone, Vice Chair
Rob Jones, e r
. 4 01 -
rd Date
r 9&W-rWI, &V(0V5� 19awov
1 r -L--y&4
Barbara G. Duerbeck, NVSBAI Y#53946
Grant County Civil Deputy Prosecuting Attorney
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2024-36
K24-090EVENT:
Year Round Promotion
ORGANIZATION Moses Lake COC
AMOUNT: $ -30000
THIS AGREEMENT is Made b and between the Grant -
y County, a non charter County of the State
of Washington, hereinafter referred to as "Count.y" and Mose '
, s Lake COC hereinafter referred to
as "The Entity," jointlyreferred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, p ns, and expenditures
designed to increase tourism, includingbut not limited t •
o advertising, publicizing, or otherwise
distributing information for the ' u ose of attracti •
p rp ng and welcoming tourists; developing strategies
to expand tourism; operating tourism promotion g
p g p motion agencies; and funding the marketing of or the
operation of special events and festivals deli ed to at '
gn tract tourists.
Fund(s). 'Fund(s) is defined as an amount of co
y , mpensation derived from the lodging tax monies
of Grant County which is allocated to the Entity'for tourism rom i
p otlon.
IN CONSIDERATION of the terms and condition '
s contained herein, the Parties covenant and
agree as follows:
1•
Purpose of Agreement. The purpose of t •
p rp his Agreement is for the County and the Entity
to promote tourism in Grant County. Count y
y y agrees, to make funds available to the Entity for
the purpose of tourism promotion to attract visitors overnight to create reate business and revenue in
Grant County.
2., -Administration, The Board. of CountyCommissioners •
ssioners Office shall administer and be the
primary contact for The Entity regardin arms of his Agreement. g gr m.ent. For good cause, as solely
determined by the County, the County may direct that the Entity is no '
• y longer entitled to the use of
said funds for tourism .promotion and terminate this Agreement.
3. Representations. The Entityshall use the funds received from the County for tourism
promotion and advertising solei for the purposes and i •
Y p rp n accordance with. the proposal submitted
by the Entity to the County. The Entityshall perform the servi
p ces and work set forth in the proposal
and promptly cure any . failure in performance. The Count has r
y elied upon the representations
made by the Entity in the proposal,. By execution of this A eement th
gr e Entity represents that the
funds will be used for tourism'promotion as defined '
p by this Agreement in accordance with all
current laws, rules and regulations. No substitutions of 'purpose or use
. p rp of the funds shall be made
without the written consent of the County. The Count shall make deci '
Y dons and carry out its other
responsibilities -in a timely manner.
�Ilrfl RON IN Will I
__ L14FA,
11 1 Ing
4. Requirements 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 64 days of the Y completion of our event. Failure
to submit your reimbursement claim within 60 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 being reimbursed.
5. 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 the estimated and
actual number of increased visitors. These reports are required to be provided by the Entity to the
County and by the County to the Joint Legislative Audit and Review Committee (JLARC). The
County will not process requests for reimbursement without the appropriate reports. 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 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 promotion as
specified with the application and this Agreement, but no later than 60 -days
Y
afterward, the Entity shall complete a report substantially and provide to the County
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds -under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a 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 MARC 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 anges in the work
whenever necessary or. advisable. The Entity will accept modifications consistent '
p .. sistent with state and
local law- when directed orally or in writingb the Count Comm '
Y y SS10nerS Or designee. -
7. Term of Contract. This Agreement shall be i
gr n full force and effect upon full execution
and shall remain in effect until terminated either -b The Ent' '
y Entity 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 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 performedup to the time of termination.
8. 0 ompensa on. The Count agrees to a the _-_
Y gz' pay Entity' amount not to exceed $ 3 OOOo, as
recommend by .the LTAC and approved by the Cunty Commissioners upon
proper d
ocumentation
and reporting requirements being completed. The..Count shall a the E
Y p y ntity upon presentation
of approved documentation to the Count.. The Entity shall be re
Y sponsible for showing that the
County funds were used for tourism promotion. th-e'''pro6f of ex enses shall bep forwarded for
reimbursement to the LTAC Clerk, aspart of required rep ord at the
_ .q g, below stated address no
later than 60 -days from the corn�leton of your event but no later than the 1 Stn
day of December in
the year t at ndswere awarded for year around promotion.
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 to be '
g noncompliant with the scope
of work, ,the County standards, and. the County ordinances or federal or state
law.
9. A�livable Laws and Standards. The P
p
artles, in the erformance of this. Agreement,
agree to ;comply with all applicable federal, state and local laws ordin
antes, and regulations.
10.:Relationship of the Parties. It is understo
•, agreed, : and declared that the Entity, its
employees, agents and assigns shall be. an inde pendent contractor an
p d. not the agent or employee
of the County, that the County is interested in onlythe results to be achieve . '
d, and that the rightto
control the particular manner, method, and means in which the services areer
p formed is solely
within the discretion of the Entity. All employees whoe
rovide services to
p _ . the County under ,this
Agreement shall be deemed employees solely of the Entt .The Entit shall b '
Y y e solely responsible
for the conduct and actions of all employees of the Entityunder er this Agreement and. any liability
that may attach thereto.
11. Records. The County or State Auditor or an '
y of their representatives shall have full access
to and the right to examine during normal business hours
all the Entity's records with respect to all
matters covered in this Agreement. Such representatives shall l be :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 b this Agreement for period Y gr p od of three years
from the date final payment is made hereunder.
r4,xRANT COUNTY TOURISM PROMOTION AGREEMENT
12. Indemnification and Hold Harmless. The Entity shall at its sole
. y „expense, defend,
indemnify and hold harmless the County and its officers, agents, and employees, f'r
. . , g �om any and all
claims, actions, sults, liability, loss, costs, attorney's fees and costs of litigation, expenses, penses, 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 a ents subcontractors
y g actors,
subconsultants and employees to the fullest extent permitted b law, subject only to '
. Y � y the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the Count shall not apply '
.. y pp y 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 y g ity for damages
arising out of such services caused by the concurrent negligence of(a)the Count or the ' y County's
agents or employees, and (b) the Entity, the Entity's a
gents, subcontractors subcon
sultants and
employees, shall apply only to the extent of the negligence f the'Entity". Entity, the E ti
toy s agents,
subcontractors, sub consult ants and employees.
The .Entity's duty to defend, indemni and hold the •
fy e County harmless shall include as to all claims
demands, losses and liability to which it a lies, the Coun "s ersonn
pp ty p el related casts, reasonable
attorneys' fees, and the reasonable value of any services rendered b the office of the .
y e County
Prosecuting Attorney, outside consultant costs, court costs, fees for collection and all
related expenses.
_ other claim-
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 ort e of dama es
yp g compensation or
benefits payable to or for any third party under workers' compensation acts disability p b lity b enefit acts,
or other employee benefits acts. Provided that the Entity's waiver of immunityunder this provision
extends only to claims against the Entity by the County, and does not include or
Y extend to, any
claims by the Entity's employees directly against the Entity. The Entity hereby c '
. _ Y y y ertifies that this
indemnification provision was mutually negotiated.
13. Waiver. No officer, employee, agent, or other individual actin on behalf
. g of either Party
has the power, right or authority to waive any of the conditions or provisions of
. p this Agreement.
A waiver in one instance shall not be held to be a waiver of an other subsequent
. Y q breach or
nonperformance. All remedies afforded in this Agreement or law, shall be taken and
. , . Y � 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
� q any time
performance by the other Party of any provision hereof shall in no way be construed to
.. y be a waiver
of such provisions nor shall it affect the validity of this Agreement or an art there
�' y p of.
%ffR--A-NT COUNTY TOURISM PROMOTIONAGREEMENT
14. As knment and helmation. Neither Part shall assign, gn, 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, in, the Entity shall not enter into
subcontracts for any of the work contemplated, under this s Agreement without obtaining prior
written .approval of the County.
16. Confidentiali .The Entity ma
• y y, from time to time, receive information which is dee
by the Count to be confidential. deemed
Y The Entity shall not disclose such information withou
t the '
prior
express written consent of the County or upon order of a Court of c o '
ompetent jurisdiction.
17. Jurisdiction and Venue. This. � .
Agreement is entered into in Grant Count Washington.
Disputes between the County Y� gton.
y the Entity shall be resolved in the Superior Court of t
Washington in ' p he State of
gt Grant County. Notwithstanding the-foregoing,the Entit
y agrees that it may, at the
County's request, be joined as aari in
p y any. arbitration proceeding between the Count and
third party that includes .a claim or claims Y any
Y
.that arise out of, or that are related to the Entity's se
under this Agreement. The Entityfu ' Y services
further agrees that the Arbitrator(s) decision therein s
final and bindinghall b e
on the Entity and that judgment may be entered n any court having
upon it i •ng
jurisdiction thereof.
p
18. Cost and. Attorney's Fees. The prevailing party in any litigation gation or arbitration arising out
of this Agreement shall be entitled to, its reasonable attorney's s fees and costs of such litigation
(including expert witness fees).
19. ]Entire Agreement. This written A reement constitutes the entire and complete agreement
between the Parties and supersedes an rior oral or •
Y p written agreements. This Agreement may not
be changed, modified, or altered except in writing signed Y
p g gned 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 hall have or acquire any interest in this
Agreement, or have solicited, accepted, or anted a resent •
�' p 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,p such invalidity _shall not affect
the validity of any other section, sentence clause orhr '
p ase of this Agreement.
ENTITY APPROVAL:
.-ILA :01MV11L
ORGANIZATION: Moses Lake COC
-EVENT,* Year Round Promotion
AMOUNT: $ 30000
COUNTY APPROVAL*
bl-11-1i
Signed this 49, day of
20240
GRANT COUNTY
80ARD OF CQUN
COMMISSIONERS
N I
Cindy Cart6C
hairA
- -- -------------- ------
Danny E, Stone, Vice CCal'-r-
Rob Jon /
I 68�
ATTEST,
B
Barbar squez, Cle' h
Approved as to form:
�� �`��� -�te.�i�rs�y �`�Pi�rav2�i
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
Date