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Home My WebLink AboutAgreements/Contracts - BOCCGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: BOCC REQUEST SUBMITTED BY: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: DYES ® NO DATE: 1 0/1 0/2024 PHONE: 2931 ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB Ewma. Request for Coulee Creative to sign Influencer Agreement between Lain Van Ogle and Grant County to provide social media posts and other content to promote tourism in Grant County in the amount of $5,000.00. Dates of visit will be October 26 and 27, 2024. If necessary, was this document reviewed by accounting? ❑ YES DATE OF ACTION: o- 6s�- APPROVE: DENIED ABSTAIN D1: D2: D3: Li� 4/23/24 ❑NO ON/A DEFERRED OR CONTINUED TO- WITHDRAWN - ❑ N/A Lain Van Ogle and Grant County Tourism — Influencer Agreement Dates of Visit: October 26 and 27, 2024 DATED this �`� da of 2024. Y BOARD OF COUNTY COMMISSIONERS Yea Nay Abstain Grant County, Washington El 1:1 h h CihdywCa1ft# Chair C� ❑ ❑ a Danny . Stone, Vice -Chair ktjore�, Member ATTEST: Barbara J. Vasquez, CMC Clerk of the Board https://granteountywa-my.sharepoint.comlpersonallcemanell_grantcountywa_gov/Documents/Desktop/Blank Forms/Signature Page.doc Influencer Agreement: Lain Van Ogle and Grant County Dates: October 26th & 27th, 2024 Scope of Work: As part of this agreement, the influencer will provide the following: • 4 collaboration posts on Instagram (6 stories throughout stay and a highlight block on my page) • 4 posts on TikTok (6 stories throughout stay) • 4 posts on Facebook (6 stories throughout stay) • 4 posts on YouTube Shorts Cost: $5,000 Content topics: Mountain Biking in Grant County, Washington • Ancient Lakes • Quincy Pumptrack • Ephrata MTB trails Terms and Conditions These Terms and Conditions constitute a legally binding agreement (the "Agreement") between Grant County ("County") and the individual signing the Agreement ("Influencer"). The parties agree as follows: 1. Generally. a. Influencer will create, develop, tag, display and/or link to (as dictated by the applicable platform) social media posts and other content (together, the "Content"). Content will be of a quality consistent with or better than Influencer's current publicly available content. Influencer is not entitled, and Count will not be required, to pay any compensation or provide any other consideration to Influencer except as set forth in this Agreement. b. Influencer is an independent contractor. The Agreement does not create any employment, agency, partnership, or joint venture relationship between the parties. 2. License. Influencer grants County a royalty -free, worldwide, sub -licensable and transferable right and license to use, copy, display and perform the Content during the license usage period identified in the Agreement or, if no such period is identified, in perpetuity. Influencer acknowledges and agrees that County may sublicense its rights to Content to any third party without notifying or compensating Influencer. 3. Compliance with Laws. Influencerwill comply with all international, national, state, and local laws, statutes, orders, ordinances and similar acts of governmental authority (together, "Laws") applicable to his or her performance under this Agreement, which includes, without limitation, any and all Federal Trade Commission Endorsement Guides and other regulations governing disclosure of Influencer's receipt of a benefit in connection with the Content. 4. Representations and Warranties. Influencer represents and warrants that (a) he is the sole author of all Content; (b) all Content is his original work; or, if either of (a) or (b) are not true; (c) he has all rights and licenses necessary, including from any joint or co-authors, to provide the Content as required hereunder and grant all licenses set forth in this Agreement, including as required by applicable Laws with regard to any identified or identifiable individuals appearing in photographic Content. 5. Payment. Payment from County is due in full prior to influencer's visit. If delivery of payment is not possible before influencer's visit, it can be arranged to pick up payment while influencer is in the area. 6. Indemnification. Influencer will indemnify, defend and hold harmless County, its affiliates, subsidiary and parent companies, and such entities' officers, members, directors, agents, employees, contractors (excluding Influencer), successors and assigns (together, the "County Indemnitees") from and against any and all claims, suits, causes of action, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (together, "Claims") to the extent arising out of, relating to or alleging facts that, if proven, would constitute (a) Influencer's breach of this Agreement; or (b) Influencer's negligence, gross negligence or willful misconduct. 7. Assumption of Risk; Waiver of Claims. Influencer acknowledges that participating in the experiences set forth in the Agreement carry certain risks inherent in travel and travel -related experiences, including illness, infection, injury and loss of or damage to personal property and agrees to assume all such risks. In consideration of the opportunity afforded, and with full knowledge and acceptance of all risks to Influencer and his property associated with participating in the experiences set forth in the Agreement, Influencer irrevocably releases from, waives and agrees not to sue the County Indemnitees for any Claims Influencer may have or be entitled to recover, whether known or unknown to Influencer, arising out of or relating to (a) this Agreement, (b) Influencer's participation and use of the experiences and opportunities set forth in the Agreement and (c) all my activities associated therewith, including travel to and from locations to make use of it, hotel stays and meals at restaurants. Without limiting the foregoing, this waiver, release, and agreement not to sue includes Claims for physical or mental illness, infection, bodily injury, death or property loss or damage. 8. INFLUENCER UNDERSTANDS THAT THIS ASSUMPTION OF RISK, WAIVER OF CLAIMS AND INDEMNIFICATION SUBSTANTIALLY AFFECTS HIS/HER LEGAL RIGHTS. INFLUENCER UNDERSTANDS THAT IT IS STRONGLY RECOMMENDED HE/SHE CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS DOCUMENT. BY SIGNING THIS DOCUMENT, INFLUENCER ACKNOWLEDGES AND AGREES THAT HE/SHE HAS HAD THE OPPORTUNITY TO DISCUSS THIS DOCUMENT WITH AN ATTORNEY PRIOR TO SIGNING OR HAS KNOWINGLY DECIDED NOT TO DISCUSS IT WITH AN ATTORNEY. 9. Cancellations and No -Shows. Influencer understands that in the event of cancellation or a no-show for whatever reason, County shall not be liable for any expenditure, damage, or loss incurred by the Influencer. Postponemen t due to a valid reason must be agreed upon in writing in advance or it will be considered a cancellation. 10. Dispute Resolution; Additional Terms. This Agreement will be governed by and interpreted in accordance with the Laws of the United States and the State of Washington. The parties consent to the exclusive jurisdiction of the courts of the State of Washington or federal courts sitting therein for the resolution of any disputes arising between them out of this Agreement. The venue for such disputes will be in the courts of competent jurisdiction located in Grant County, WA. If any portion of this Agreement is found to be void or unenforceable, the remaining portions will remain in full force and effect. 11. Integrated Agreement/Amendment. This Agreement constitutes the entire agreement of the parties, and may be amended at any time in writing by mutual agreement. 12. Assignment. Neither party to this Agreement shall be permitted to assign its rights or obligations herein without the advance and express written consent of the other party. 13. Severability. If any term, provision, or condition of this ILA should be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this ILA shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby. Signature & Date Lain Van Ogle Mountain Bike Influencer Signature & Date Rachelle Baughman Director of Marketing Grant County Tourism