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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: ❑YES * NO DATE:11/13/2024 PHONE:2931 wo 11*1 -14119,11 il -- WA JFAJ *Agreement / Contract OAP Vouchers ❑Appointment / Reappointment -------- ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase El Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders * Grants — Fed/State/County Ell -eases ❑ 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 1E .E0, ,�Ok, _!; _gq4"I"Os LTAC Grant Agreements as follows: (see attached) If necessary, was this document reviewed by accounting? ❑ YES ❑ NO * N/A If necessary, was this document reviewed by legal? * YES ❑ NO ❑ N/A DATE OF ACTION: 111 - I I • iq APPROVE: DENIED ABSTAIN D1: D2: l�D3: 4/23/24 DEFERRED OR CONTINUED TO. WITHDRAWN: GRANT COUNTY [1, LODGING TAX ADVISORY COMMITTEE (LTAC) PO Box 37, Ephrata, WA 98823 1 (509) 754-2011, x2931 � - . LTACna.grantcountvwa.qov November 18, 2024 To: Grant County Commissioners From: Lodging Tax Advisory Committee RE: 2025 LTAC Grant Agreements On October 28, 2024, the Grant County Board of Commissioners approved the recommendation from the Lodging Tax Advisory Committee for the awarding of the 2025 Grant County Tourism Promotion Applications. Grant Agreements were drafted and sent to the grant recipients for their signatures, to then be signed by the Board. The following LTAC Grant Agreements have been signed by the grant recipient and returned for BOCC action: • LTAC Grant 2025-15 to the Coulee City Rodeo Association for the Coulee City PRCA Last Stand Rodeo in the amount of $10,000.00, • LTAC Grant 2025-14 to the Columbia Basin Rodeo Association for the Moses Lake Roundup and Demo in the amount of $40,000.00, • LTAC Grant 2025-44 to the Sun Lakes Park Resort Inc. for the Family Fun Days in the amount of $5,000.00, • LTAC Grant 2025-43 to the Sun Lakes Park Resort Inc. for the Fall Festival in the amount of $8,000.00, • LTAC Grant 2025-42 to the Sun Lakes Park Resort Inc. for the Decades of Distinction Car Show in the amount of $5,000.00, • LTAC Grant 2025-41 to the Sun Lakes Park Resort Inc. for the Cinco de Mayo Festival in the amount of $5,000.00, • LTAC Grant 2025-32 to the Moses Lake Spring Festival for the Moses Lake Spring Festival in the amount of $50,000.00, • LTAC Grant 2025-17 to the Friends of the Lower Grand Coulee for the Soap Lake Food and Fold Festival in the amount of $5,000.00, • LTAC Grant 2025-30 to the Moses Lake Airshow for the Moses Lake Airshow in the amount of $ 3 5,000.00, and • LTAC Grant 2025-24 to the Greater Crescent Bar Association for the Opening Day of Boating Parade in the amount of $5,000.00. Thank you, on behalf of the Lodging Tax Advisory Committee. Caitlin E. Manell, Clerk of LTAC Deputy Clerk of the Board 1 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-15 EVENT: Coulee City PRCA Last Stand Rodeo ORGANIZATION: Coulee City Rodeo Association AMOUNT: $10,000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Coulee City Rodeo Association hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https://wa- grantcounty.civicplus.com/1032/Lod ing-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following_ i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 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 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 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 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $10,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: A,16 ji'l, L4 Si n Here Printed Name Position / (" / y,, Dad COUNTY APPROVAL: ORGANIZATION: Coulee City Rodeo Association EVENT: Coulee City PRCA Last Stand Rodeo AMOUNT: $ 10,000.00 7Z�_11 Signed this 19�� day of 202-11 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTEST: 2-Al All 11�1.2 a -Barbara J. Vasquez Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney ��,; 12 zoza T 7y S 10 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-14 EVENT: Moses Lake Roundup and Demo ORGANIZATION: Columbia Basin Rodeo Association AMOUNT: $ 40,000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Columbia Basin Rodeo Association, hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. -The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. V 3 Z024 ti GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https://wa- grantcounty.civicplus . com/ 103 2/Lodging-Tax-Advisory-Committee-LTAC-Logo . b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 5. Reportiny,. 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 QLARC). 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 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 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 40,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 151h 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 of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deerned employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ORGANIZATION: Columbia' Basin Rodeo Association �n Mere. EVENT: Moses Lake Rou ndup and Demo Tinted Name / P Lsitioni � A UNT: $ 40,000.00 Date COUNTY APPROVAL: Signed this / % � day of �1/G�'Lt�J' �' , 202� GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTEST: /V� & 2D 7,� &�'�'Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT # : 2 02 5 -44 EVENT: Family Fun Days ORGANIZATION: Sun Lakes Park Resort Inc. AMOUNT: $ 500.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort Inc., hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https : //wa- grantcounty.civicplus.com/ 1032/Lodg_in,a-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 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 following provisions allow the Entity and The County to meet their respective requirements under RCW 6728.1816. 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 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 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. 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 5,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees) . 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severabilitya If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Here Printed Name / Position // — -s-- — .2 Z-/ Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort Inc. EVENT: Family Fun Days AMOUNT: $ 5,000.00 N Signed this lqto day of A/NYjxub-e� 202 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS AT S Oi'Barbara J. Vasquez, Clerk of the Board Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney Ex & 6 1, c I ,� -- 7 ib Date GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-43 EVENT: Fall Festival ORGANIZATION: Sun Lakes Park Resort Inc. AMOUNT: $ 800.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort Inc., hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. NOV 03 2Q24 1 R, 7 17 i ell GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https : //wa- grantcount..civicplus.com/ 1032/Lodging-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements 11. Advertising locally — to draw from local crowds for local events. 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 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 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. Counlyy Reporting_ The County shall provide the Entity's estimates and final report to JLARC as part of its annual report. d. All reimbursement requests must include copies of the invoice, receipt of 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 8,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 151h 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 of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees) . 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Here Printed Name Position Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort Inc. EVENT: Fall Festival AMOUNT: $ 8,000.00 Signed this day of AloUow b e,�- 202_ GRANT COUNTY BOARD OF COUNTY COMMISSIONERS �XruC'eJ� ATTEST: 7j1''Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-42 EVENT: Decades of Distinction Car Show ORGANIZATION: Sun Lakes Park Resort Inc. AMOUNT: $ 5,000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort Inc., hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. a I NOV o 8 2024 Cat, A`,�C �C'F' `.j ' �=.—�--•.srrs.a _ C i " r a �IL.a• y ffi i? ' j L 4 i ? *� � f � ;I ,: GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https://wa- grantcount.. civicplus . com/ 103 2/Lodging-Tax-Advisory-Committee-LTAC-Logo . b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 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 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 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 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 5,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 liabilityfor 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 g arising out of such services caused by the concurrent negligence of (a) the County or the Count '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 agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: 17Here Printed Name / Position // ` S — Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort Inc. EVENT: Decades of Distinction Car Show AMOUNT: $ 5,000.00 Signed this /� day ofLotlemb-('r,2021 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTEST: Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-41 EVENT: Cinco De Mayo Festival ORGANIZATION: Sun Lakes Park Resort Inc. AMOUNT: $ 5,000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort Inc., hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. NOV 0 3 2024 j pit �-�`+ev`'�.�c,•.unwa:,w.n..,�, 7 ;. } 6 k..' .,K_ P 1� 9 i ,"'" t,.T `^. i m•.uo•caocw��.s. '� 8.i. � i 4 . 1 GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https ://wa- grantcount..civicplus.com/ 1032/Lodging-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 5. Reporting. RCW 6728.1816 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 following provisions allow the Entity and The County to meet their respective requirements under RCW 67.281816. 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 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 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 5,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Mere J 4- At 953 P-4 iv Pet C-.� id '.0 Printed Name /Position Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort Inc. EVENT: Cinco De Mayo Festival AMOUNT: $ 59000.00 Signed this � -' day of /0-Ve- Ilk b Zk-- , 202 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS �x Cu.t 07 ATTEST: �Y Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-32 EVENT: Moses Lake Spring Festival ORGANIZATION: Moses Lake Spring Festival AMOUNT: $ 5000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Moses Lake Spring Festival, hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations. The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. RE C Ei {�V yq�E p NUV 13 2024 y_il R. NMi. s tMTt..R() * V1MH S) .,a •. O N s., GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https://wa- .grantcounty.civicplus.com/ 1032/Lodging-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 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 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 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. CountyReportin r: The County shall provide the Entity's estimates and final report to JLARC as part of its annual report. d. All reimbursement requests must include copies of the invoice, receipt of 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 50,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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 Count '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 agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. ton. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees may., a that it at the Y� County's request, be joined as a party in any arbitration proceeding between the Count and Y 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 Arbitrators decision therein shall be final and binding on the Entity and that judgment may be entered upon it in an court having p Y g jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement p g between the Parties and supersedes any prior oral or written agreements. This Agreement may not g Y be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, havingthe power or duty p y to perform an official act or action related to this Agreement shall have or an acquire interest in this q Y Agreement, or have solicited, accepted, or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidityshall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Here Printed Name / Position /I / --7 h- Date COUNTY APPROVAL: ORGANIZATION: Moses Lake Spring Festival EVENT: Moses Lake Spring Festival AMOUNT: $ 50,000.00 Signed this I %�)'h day of 10IJ-6ro&-ev-�,202_ GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTES 7 -I III q -`11 2 Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2025-17 EVENT: Soap Lake Food and Folk Festival ORGANIZATION: Friends of the Lower Grand Coulee AMOUNT: $ 500.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Friends of the Lower Grand Coulee, hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. GRANT COUNTY TOURISM PROMOTION AGREEMENT 4. Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: https : //wa- grantcounty.civicplus.com/ 1032/Lodging-Tax-Advisory-Committee-LTAC-Logo. b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following: i. Capital Improvements 11. Advertising locally — to draw from local crowds for local events. 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 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 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 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. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 5,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. 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 jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: lo GANIZATION: Friends of the Lower Grand Coulee a c 8� EVENT: Soap Lake Food and Folk Festival Printed Name / Position f /, / �Z- (52tj AMOUNT: $ 5,000.00 Late COUNTY APPROVAL: Signed this /�� day of DI/ , 202J GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ust.t� ATTEST - Barbara J. asquez, Clerk of the Board Date 11 Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT#: 2025-30 EVENT: Moses Lake Airshow ORGANIZATION:. Moses Lake Airshow AMOUNT: $ 35P0.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Moses Lake Airshow, hereinafter referred to as "The Entity," jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Pur„pos�Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2, Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal submitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement, the Entity represents that the funds will be used for tourism promotion as defined by this Agreement in accordance with all current laws, rules and regulations. No substitutions of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. ".RANT COUNTY TOURISM PROMOTION AGREEMENT 4, Reguirements for Grant Use. Tourism, promotion ;:Trants are intended to increase Tourism and to draw tourists from, more th.an 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all. advertising,, as a partner and have the Grant County LTAC logo provided to all. appropriate media. -The logo for advertising use is available in multiple formats at: htti)s:Hwa- grantcouply.civic plus.com/1032/L.od in -Tax.-Advisor -Committee-LTAC-L b. Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (loca.l events should be funded through. local LTAC grants). Grant funds may not be used for the followin i. Capital Improvements U Advertisinnor locally — to draw from li-,)cal crowds for local. events. 4:� 5. Repor-tincl. RCVV' 67.?(S,11816 as amended includes reporting requirements for the Entity` ts tity and the Counly 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 Counqr and by the Countv to the Joint Legislative Audit and Review Committee (JL.AR.C). The following provisions allow the. Entity and The County to meet their respective require me nt'S under RCW'67.28.1816. a. Estimated InCl.-rease in Visitors: As part of its LTAC application, the Enti.ty shall provide the County with an estimate of the number of visuors -resulting from the use of funds under this Agreement. The estimated number of vis-itors provided shall be consistent with the Entity's proposal to the County for lodging tax funds, to the extent such estimates were pro vidc'.1'd therein. b. Final. Report on Increase in ViS,itors-Upon completion-. of tl-.,,e tourism promotion as specified with the applicatiori and this Agreement, but- no later than 60-days afterward, the Ent] vyr shall con ptete a report substantiallv and provide to the Coun.tv a final report of the —number of visitors resulting from flne use of funds under this Agreement and expenditures and uses of funds under tb*1S-,Ao:reein.e.,nt. 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-estimatt-2, of the number of visitors resulting from the use of funds tinder this Aueement. The final report shall describe the methods -used to the actual number of visitors, or in the event such numbers were determined from an est-it-riate, the methods used to determine such estimates. c. County Reporting: The County shalt provide the Entity"s estim.ates and final report to JLARC as part of its annual report. d. All reimbursement requests must include copies of the invoice, receipt of payment and! I 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. .1 6. Modifications. The County may modify this Agreement and order changes in the work .1 41 whenever necessary or advisable. The Entity will. accept -modifications consistent with state and tocat law when directed orally or in writing by the County Commissioners or. designees GRANT COUNTY TOURISM PROMOTION AGREEMENT 7. Term of Contract. This Agreement shall be in fall force and effect upon fall 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. 80 Compensation. The County agrees to pay the Entity an amount not to exceed $ 35,000.00 as recommend by the LTAC and approved by the County Commissioners. 9. P.43:ment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15th day of December in the year that funds were awarded for year around promotion. The County reserves the right to withhold payment of funds under this Agreement which is determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims, demands, losses and liability to which it applies, the County's personnel -related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the County Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim - related expenses. The Entity specifically and expressly waives any immunity that may be granted under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided that the Entity's waiver of immunity under this provision extends only to claims against the Entity by the County, and does not include, or extend to, any claims by the Entity's employees directly against the Entity. The Entity hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. Assi2nment and DeleLyation. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17* 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 jurisdiction. 180 Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Lost and Attornefs Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official, act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. ENTITY APPROVAL: Sign Hem Carl Polecte Printed Name / Position Date ORGANIZATION: Moses Lake Airshow EVENT: Moses Lake Airs ow AMOUNT: $ 35,000.00 Signed this day of kIOUem%G�- 202J GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTE`T-. 00 21, ---------- IL4 &14 Barbara J. Vasquez, Clerk of the Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AG R*EEMENT LTAC GRANT#: 2025-24 EVEN: Opening Day of Boating Parade ORGANIZATION: Greater Crescent Bar Association AMOUNT: $ 5,000.00 THIS AGREEMENT is made by and between the Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County, if and Greater Crescent Bar Association, hereinafter referred to as "The Entity," jointly referred to as "Parties." Tourism Promotion* "Tourism promotion" means activities, operations, and expenditure's designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract I tourists. Fund(s). 71-md(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. R_4rpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract, visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioners Office shall administer and be the primary contact for The Entity regarding terms of this Agreement. For good cause, as solely determined by the County, the County may direct that the Entity is no longer entitled to the use of said funds for tourism promotion and terminate this Agreement. 3. Representations, The Entity shall use the funds received from the County for tourism promotion and advertising solely for the purposes and in accordance with the proposal subrnitted by the Entity to the County. The Entity shall perform the services and work set forth in the proposal and promptly cure any failure in performance. The County has relied upon the representations made by the Entity in the proposal. By execution of this Agreement., the Entity 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 of purpose or use of the funds shall be made without the written consent of the County. The County shall make decisions and carry out its other responsibilities in a timely manner. GRANT COUNTY TOURISM PROMOTION AGREEMENT 4* Requirements for Grant Use. Tourism promotion grants are intended to increase Tourism and to draw tourists from more than 50 miles away. As a requirement of your grant approval, you are encouraged to: a. Promote Grant County LTAC, on all advertising, as a partner and have the Grant County LTAC logo provided to all appropriate media. The logo for advertising use is available in multiple formats at: http,s.//wa- ,grantcou,nty.civieDlus.com/1032/"Lodv-rin-Tax-Adv-1so- ry-Committee-LTACLLogo. b . Utilize grant funds to advertise, promote or otherwise attract visitors to your event/venue from more than 50 miles away (local events should be funded through local LTAC grants). Grant funds may not be used for the following i. Capital Improvements ii. Advertising locally — to draw from local crowds for local events. 5. Reportina 1=0 RCW 67.28.1.816 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 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 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. Counly Reporting: The County shall provide the Entity's estimates and final report to JLARC as part of its annual report. d. All reimbursement requests must include copies of the invoice, receipt of 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. 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. so 1� l�� "I IN JFJ 31111111111 ! -111iii I � k on I M all no 10 LIM- ION N11,1911 likn'Sill 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. Compensation. The County agrees to pay the Entity an amount not to exceed $ 59000.00 as recommend by the LTAC and approved by the County Commissioners. 91 Payment. The County shall pay the Entity upon presentation of approved documentation to the. County. The Entity shall be responsible for showing that the County funds were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the below stated address no later than 60-days from the completion of your event and/or no later than the 15t" day of December in the year that finds 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 of work, the County standards, and the County ordinances, or federal or state law. 10. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws, ordinances, and regulations. 11. Relationship of the Parties. It is understood,, agreed, and declared that the Entity, its employees, agents and assigns shall be an independent contractor and not the agent or employee of the County, that the County is interested in only the results to be achieved, and that the right to control the particular manner, method, and means in which the services are performed is solely within the discretion of the Entity. All employees who provide services to the County under this Agreement shall be deemed employees solely of the Entity. The Entity shall be solely responsible for the conduct and actions of all employees of the Entity under this Agreement and any liability that may attach thereto. 12. Records. The County or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in 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 for a period. of three years from the date final payment is made hereunder. 13. 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 GRANT COUNTY TOURISM PROMOTION AGREEMENT claims, actions, suits,, liability, loss, costs, attorney's fees and costs of liti ation, 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 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, shall apply only to the extent of the negligence of the Entity, the Entity's agents, subcontractors, subconsultants and employees. The Entity's duty to defend, indemnify and hold the County harmless shall include, as to all claims demands, losses and liability to which it applies, the County's personnel -related costs, reason , able 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 benefits payable to or for any third party under workers' compensation acts, disability benefit acts '7 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. 14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. Assignment and Deleuation. 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. IN GRANT COUNTY TOURISM PROMOTION AGREEMENT 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. Confidenti . 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 jurisdiction. 1-8. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any 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 set -vices under this Agreement. The Entity further agrees that the Arbitrator(s) decision therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof 0 19, Cost and Attorngy's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. EntiLeAgreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, d, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severabil . If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason. by a court of competent jurisdiction., such invalidity shall not affect the validity of any other section-, sentence, clause, or phrase of this Agreement. TH . . . . . . . . . . . GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ORGANIZATION: Greater Crescent Bar Association Sign Here Dou Pigatti as President GCBA Printed Name 11/13/24 Date COUNTY APPROVAL: EVENT: Opening Day of Boating Parade AMOUNT: $ 5,000.00 Signed this day ofVjW7e1w h,!y 202j GRANT COUNTY BOARD OF COUNTY COMMISSIONERS ATTE T: AV ZP2,-l' Barbara J. Vasquez, Cl of the Board I Date Approved as to form-. Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney