HomeMy WebLinkAboutAgreements/Contracts - BOCCM
GRANT 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 BNO
DATE: 11/21/2024
PHONE:2931
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------------
LTAC Grant Agreements as follows: (see attached
If necessary, was this document reviewed by accounting? ❑ YES
g• ❑NO ❑N/A
If necessary, was this document reviewed by legal? Cm YES ❑ NO
❑ N/A
DATE OF ACTION: 1`
DEFERRED OR CONTINUED TO:
WITHDRAWN:
APPROVE: DENIED ABSTAIN
D1:
D2:
D3:
4/23/24
GRANT COUNTY
LODGING TAX ADVISORY COMMITTEE (LTAC)
PO Box 37, Ephrata, WA 98823 1 (509) 754-2011, x2931
LTAC al�.grantcountvwa pov
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 b the
Board.
g Y
The following LTAC Grant Agreements have been signed by the grant recipient and returned for BOCC action:
• LTAC Grant 2025-09 to Columbia Basin Allied Arts for A Room With A View in the amount of
$1,750.00,
• LTAC Grant 2025-10 to Columbia Basin Allied Arts for Premier Series Fall Performance #2 in the
amount of $3,000.00,
• LTAC Grant 2025-11 to Columbia Basin Allied Arts for UMANI in the amount of $6,000.00,
• LTAC Grant 2025-12 to Columbia Basin Allied Arts for Sphinx Virtuosi (Scrivener's Error Corrected
in the amount of $1,750.00,
• LTAC Grant 2025-13 to Columbia Basin Allied Arts for Premier Series Fall Performance # 1 in the
amount of $1.750.00,
• LTAC Grant 2025-34 to Quincy Valley Chamber of Commerce for Year -Round Tourism Promotion
in the amount of $30,000.00,
• LTAC Grant 2025-33 to Othello Sandhill Crane Festival for the Othello Sandhill Crane Festival in the
amount of $10,000.00,
• LTAC Grant 2025-40 to Strengthening the Heart of Our Community for Tourism Promotion in the
amount of $2,000.00,
• LTAC Grant 2025-03 to Best of Barrels Only, LLC for Spring Warm Up in the amount of $5,000.00,
• LTAC Grant 2025-02 to Best of Barrels Only, LLC for Sand Cup Futurity in the amount of $10,000.00
• LTAC Grant 2025-01 to Best of Barrels Only, LLC for Producers Gone Wild in the amount of
$5,000.00, and
• LTAC Grant 2025-04 to Best of Barrels Only, LLC for Team Challenge = YBC Finals 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 #: 2025-09
EVENT: A Room With A View
ORGANIZATION: Columbia Basin Allied Arts
AMOUNT: $ 1,750.00
THIS AGREEMENT is made by and between the Grant Count a non -charter County my of the State
of Washington, hereinafter referred to as "County," and Columbia Basin Allied Arts, hereinafter
jointly referred to as "The Entity," referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, and
p expenditures
designed to increase tourism, including but not limited to advertising,publicizing, p ng, or otherwise
distributing information for the purpose of attracting and welcomingtourists' developing
eloping strategies
to expand tourism; operating tourism promotion agencies; and fundin the marketin
g ng 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 y and the Entity
to promote tourism in Grant County. The County agrees to make funds available to the Ent
ity for
the purpose of tourism promotion to attract visitors overnight to create business s s and revenue in
Grant County.
2. Administration. The Board of County Commissioners Office shall adminis
ter and be the
primary contact for The Entity regarding terms of this Agreement. For o0 . g good cause, as solely
determined by the County, the County may direct that the Entityis longer no g 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 Coun
ty for tourism
promotion and advertising solely for the purposes and in accordance with the ro p posal submitted
by the Entity to the County. The Entity shall perform the services and work set fo
rth in the proposal
and promptly cure any failure in performance. The Countyhas relied upon the '
p representations
made by the Entity in the proposal. By execution of this Agreement, the Entit g y re presents that the
funds will be used for tourism promotion as defined b this Agreement in a '
Y g accordance with all
current laws, rules and regulations. No substitutions of or use of the funds purpose shall be made
without the written consent of the County. The Count shall make decisions and Y carry out its other
responsibilities in a timely manner.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Tourism promotion rants are intended to incre
ase
ease
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 advertisinguse
is available in multiple formats at: htt s://wa-
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo o.
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
g
local LTAC grants). Grant funds mav not be used for the followin
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
g g
extent such estimates were provided therein.
b. Final Report on Increase in Visitors: Upon completion of the tourism promotion . p as
specified with the application and this Agreement, but no later than 60-days
s
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afterward, the Entity shall complete a report substantially and provide to the County
y
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a good faith best -estimate of the number of visitors resulting from the use of
funds under this Agreement. The final report shall describe the methods used to
determine the actual nu ether of vi zi tnrc nr i in A-, ow ror,+ -, "t, __ _ _
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 men receipt of a
p payment
t
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 y the County.
6. Modifications. The County may modify this Agreement and order changes in the g work
whenever necessary or advisable. The Entity will accept modifications consistent with sta
te and
local law when directed orally or in writing by the Count Commissioners or designee.
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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 Count
p g y
funds or completion of the tourism promotion activities. Either Part may terminate this
Y y is
Agreement by 30 days written notice to the other Party or with no notice upon a determination b
p Y
the County that the funds will not be or have not been used for the as stated in this
purpose s
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 ae pshall 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 $ 1 750.00
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 s fro
m om 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 i
g s
determined in the reasonable judgment of the LTAC or designee to be noncompliant with the scope
pe
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 A reement
g
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
ig
of the County, that the County s interested in only the results to be achieved and that the right t g o
control the particular manner, method, and means in which the services are performed is solely
. p y
within the discretion of the Entity. All employees who provide services to the Count dthis y under s
Agreement shall be deemed employees solely of the Entity. The Entityshall be solely responsible
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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
Y p
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
5
materials, payrolls and record of matters covered by this Agreement fora period of three ears
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from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend,
'
indem
nify and hold harmless the County and its officers, agents, and employees, from an and all
Y
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 liabilityfor damages
es
g
arising out of such services caused by the concurrent negligence of (a) the County or the Count 's
Y
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only to the extent of the negligence of the Entity, e thEntity's Ys 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 b the office of the County
y
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 an or all the
Y
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 Entityshall
not enter Into
subcontracts for any of the work contemplated under this Agreement without obtaining g 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 jurisdiction.
corn etent
p
18. Jurisdiction and Venue. This Agreement is entered into in Grant Count Washin
gton.
ington.
Disputes between the County and the Entity shall be resolved in the Superior Court of the
p State of
Washington in Grant County. Notwithstanding the Entity a foregoing, the that it may,
g y agrees g y, at the
County's request, be joined as a party in any arbitration proceedingbetween the County y and any
third party that includes a claim or claims that arise out of, or that are related to the Entity's y 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 any y court having
jurisdiction thereof.
19. Cost and Attorney's Fees. The prevailing party in an litigation or arbitration Y g arising out
of this
Agreement shall be entitled to its reasonable attorne 's fees and costs of such litigation Y
(including expert witness fees).
20. Entire Aueerrment. This written Agreement constitutes the entire and complete agreement p g Bement
between the Parties and supersedes any prior oral or written agreements. This Agreement g g nt 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
Y g power or duty to
perform an official act or action related to this Agreement shall have or acquire an interest ' q y in this
Agreement, or have solicited, accepted, or granted a present or future gift, favor, service
. g � , 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 b
g e held
to be invalid for any reason by a court of competent jurisdiction, such invalidit shall y n of affect
the validity of any other section, sentence, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
i n He
'�R oN C
ff}
Printed Name / Position
k
Date
COUNTY APPROVAL:
ORGANIZATION: Columbia Basin Allied Arts
EVENT: A Room With A View
AMOUNT: $ 19750.00
Signed this day of , 202
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
9
ATTEST:
J/ s
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 #: 2025-10
EVENT: Premier Series Fall Performance #2
ORGANIZATION: Columbia Basin Allied Arts
AMOUNT: $ 35000.00
THIS AGREEMENT is made by and between the Grant Count a non -charter County unty of the State
of Washington, hereinafter referred to as "County," and Columbia Basin Allie
d Arts, hereinafter
referred to as "The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities operations, and exp endlture s
designed to increase tourism, including but not limited to advertising,publicizing,
p icizing, or otherwise
distributing information for the purpose of attractingand welcoming tourists • g ,developing strategies
to expand tourism; operating tourism promotion agencies; and fundin the marke
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 Partie
s covenant and
agree as follows:
1. Purpose or Agreement. The purpose of this Agreement is for the Co '
g 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 ness and revenue in
Grant County.
2. Administration. The Board of County Commissioners Office shall admin
ister and be the
primary contact for The Entity regarding terms of this Agreement. For
g good cause, as solely
determined by the County, the County may direct that the Entityis longer
no g 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 Co
unty for tourism
promotion and advertising solely for the purposes and in accordance with the proposal ' p posal 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 Countyhas relied upon p the representations
made by the Entity in the proposal. By execution of this Agreement the Entity y represents that the
funds will be used for tourism promotion as defined b this Agreement in
Y g accordance with all
current laws, rules and regulations. No substitutions of or use of the fun
purpose ds shall be made
without the written consent of the County. The Count shall make decisions '
y 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 increa
se
Tourism and to draw tourists from more than 50 miles away. As a
requirement
re uirement of our gr
ant
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 g use
is available in multiple formats at: htt s://wa-
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo o.
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
g
local LTAC grants). Grant funds mav not be used for the followin
i. Capital Improvements
ii. Advertising locally — to draw from local crowds for local events.
5. Reporting. RCW 67.28.1816 as amended includes reportingrequirements for the Entity q y
and the County on the use of funds distributed pursuant to this Agreement and the estimated g 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 T
(JLARC). he
following provisions allow the Entity and The County to meet their respective requirements p q 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
g g
extent such estimates were provided therein.
b. Final Report on Increase in Visitors: Upon completion of the tourism promotion as
specified with the application and this Agreement, Ys
but no later than 60-days
afterward, the Entity shall complete a report substantially and provide to the County
y
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a good faith best -estimate of the number of visitors resulting from the use of
funds under this Agreement. The final report shall describe the methods used to
determine the actual number of visitors, or in the event such numbers were
determined from an estimate, the methods used to determine such estimates.
c. County Reporting: The County shall provide the Entity's estimates and final report
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice, p
receipt of payment
and/or tear sheet to provide proof of request, payment and use. All reimbursement
requests must be submitted on an itemized cover invoice provided by y the County.
6. Modifications. The County may modify this Agreement and order changes in the wo
rk
ok
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 $ 3,000.00
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 s from the
completion of your event and/or no later than the 15tl1 Y
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
p
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,
g,
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 iindependent contractor and not the agent or employee
of the County, that the County s 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 an liability
Y
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.
p g
A waiver in one instance shall not be held to be a waiver of any other subsequent breach or
nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed
as cumulative, and in addition to every other remedy provided herein or by law. Failure of either
Party to enforce at any time any of the provisions of this Agreement or to require at an time
g q Y
performance by the other Party of any provision hereof shall in no way be construed to be a waiver
of such provisions nor shall it affect the validity of this Agreement or any part thereof.
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 Count and
Y any
third party that includes a claim or cams aarse out o, or that are related to the Entity's claims that f's services
Y
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 an court having
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 attorneys 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 dutyto
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 invalidityshall not affect
the validity of any other section, sentence, clause, or phrase of this Agreement.
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
S HM He
Printed Name / Position
'7A
Date
COUNTY APPROVAL:
ORGANIZATION: Columbia Basin Allied Arts
EVENT: Premier Series Fall Performance #2
AMOUNT: $ 3,000.00
Signed this 7(P -to, day ofK10L)ek.,tb6,k-,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 #: 2025-11
EVENT: UMANI
ORGANIZATION: Columbia Basin Allied Arts
AMOUNT: $ 600.00
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 Allied Arts, 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
p g g
to expand tourism; operating tourism promotion agencies; and funding the marketingof 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
y 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
deter
mined 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 ro osal
p p
and promptly cure any failure in performance. The County has relied upon the representations
p
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 our rant
approval, you are encouraged to:
q Y g
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: htt s://wa-
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo o.
b. Utilize grant funds to advertise, promote or otherwise attract '
p visitors to your
event/venue from more than 50 miles away (local events should be funded through
g
local LTAC grants). Grant funds mav not be used for the following:
i. Capital Improvements
ii. Advertising locally — to draw from local crowds for local events.
5. Report . 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
s
Y
afterward, the Entity shall complete a report substantially and provide to the County
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if 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, p
receipt of payment
and/or tear sheet to provide proof of request, payment and use. All reimbursement
requests must be submitted on an itemized cover invoice provided by the County.
Y
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 $ 600.00
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
p
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
Y
employees, agents and assigns shall be an iindependent contractor and not the agent or employee
of the County, that the County s 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 an liability
Y
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:
s � ere
Printed Name / Position
r
Date
COUNTY APPROVAL:
ORGANIZATION: Columbia Basin Allied Arts
EVENT: UMANI
AMOUNT: $ 6,000.00
Signed this �ZWlv day of _ �'�V��Gvi,b� , 202-4
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
ATTEST:
1117, 69
Zv �
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 #: 2025-12
EVENT: Sphinx V44toai Vj
ORGANIZATION: Columbia Basin Allied Arts
AMOUNT: $ 1,750.00
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 Allied Arts, 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
ies
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.
Z. 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 ro osal
p p
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: his://wa-
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo o.
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 $ I,750.00
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:
S-t'gn Here
Printed Name / Position
1
Date
COUNTY APPROVAL:
ORGANIZATION: Columbia Basin Allied Arts
A —
EVENT: Sphinx frwmff t%l�-��'L,�
AMOUNT: $ 19750.00
Signed this 7,W -r-!I-- day of "w&"i� —1 202-t(
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
Outlook
Re: Sphinx Virtuosi Contract
From Columbia Basin Allied Arts <director@cba-arts.org>
Date Fri 11/15/2024 9:09 AM
To Caitlin E. Manell <cemanell@grantcountywa.gov>
**EXTERNAL EMAIL**
This email originated from outside Grant County's network. Do not click links or open
attachments unless you recognize the sender and know the content is safe.
Feel free to pen in the correction, thank you!
-Shawn
From: Caitlin E. Manell <cemanell@grantcountywa.gov>
Sent: Friday, November 15, 2024 8:32 AM
To: Columbia Basin Allied Arts <director@cba-arts.org>
Subject: Sphinx Virtuosi Contract
Hello Shawn!
I was reviewing the contracts that you returned yesterday, and I saw that there was a typo in the
title of your event on the contract. It said Sphinx " Virtuooi" =
Would you like me to pen in the correction, or would you like a new contract with the name
corrected sent for you to sign?
Thanks!
Caitlin E. Manell
Deputy Clerk of the Board I
Grant County Commissioners Office
PO Box 37
35 C Street NW
Ephrata, WA 98823
509-754-2011 ext. 2931
509-754-6098 (fax)
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2025-13
EVENT: Premier Series Fall Performance #1
ORGANIZATION: Columbia Basin Allied Arts
AMOUNT: $ L750.00
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 Allied Arts, 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; developingstrategies
g
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 ro osal
p p
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-Lo . o.
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 $ 1,750.00
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:
ORGANIZATION: Columbia Basin Allied Arts
Sign Here
EVENT: Premier Series Fall Performance #1
Printed Name / Position
AMOUNT: $ 1,750.00
Date
COUNTY APPROVAL:
Signed this � �"` day of K/�t �j,� , 202�
GRANT COUNTY
BOAR OF COUNTY COMMISSIONERS
ATTEST:
X17-
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 #: 2025-34
EVENT: Year -Round Tourism Promotion
ORGANIZATION: Quincy Valley Chamber of Commerce
AMOUNT: $ 3000.00
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 Quincy Valley Chamber of Commerce,
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.
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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 Reportin _ : The County shall provide the Entity's estimates and final report
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice, 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 $ 30,000.00
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 ROVAL:
ORGANIZATION: Quincy Valley Chamber of
Vt- Commerce
ign Here
'Z\ C k
1)(2C,,k EVENT: Year -Round Promotion
Printed Na e / P®sRion
AMOUNT: $ 30,000.00
Date
COUNTY APPROVAL:
Signed this 2,U day of / , 202d
ATTEST:
(� Barbara J. Vasquez, Clerk of the Board
C
Approved as to form:
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
ll��/zvZ�
Date
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2025-33
EVENT: Othello Sandhill Crane Festival
ORGANIZATION: Othello Sandhill Crane Festival
AMOUNT: $ 1000.00
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 Othello Sandhill Crane 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.
• +Yn�
NOV 1 2024
' ' A' F ^!• i f p
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/Lode-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.I816 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. 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:
0 't. 5
112
Sign Here
c>v 0-t 5
Printed Name / Position
I I --- C� ~
Date
COUNTY APPROVAL:
ORGANIZATION: Othello Sandhill Crane Festival
EVENT: Othello Sandhill Crane Festival
AMOUNT: $ 10,000.00
Signed this day of Iovew. , 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 #: 2025-40
EVENT: Tourism Promotion
ORGANIZATION: Strengthening the Heart of Our Community
AMOUNT: $ 2,000.00
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 Strengthening the Heart of Our
Community, 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.
E
D
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N
2024
I �,.i3 kANT
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. 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 $ 2,000.00
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. Severability9 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
7�
0 n wi v
C- V
Pray , teal Name / Positron
Date
COUNTY APPROVAL:
ORGANIZATION: Strengthening the Heart of Our
Community
EVENT: Tourism Promotion
AMOUNT: $ 29000.00
Signed this -2,Ut:k_ day of ` , 202W
GRANT COUNTY
BOARD OF COUNTY COMMISSIONERS
ATTEST:
Barbara J. Vasquez, Clerk of the Board
Approved as to form:
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
Date
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2025-03
EVENT: Spring Warm up
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 5,000.00
THIS AGREEMENT is made by and between the Grant County, a non -charter Count of the State y e to
of Washington, hereinafter referred to as "County," and Best of Barrels Only,LLC hereinafter after
referred to as "The Entity," jointly referred to as "Parties."
DEFINITIONS
Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures p � p s
designed to increase tourism, including but not limited to advertising,publicizing, otherwise
p g, or
distributing information for the purpose of attracting and welcoming tourists; developing strate
gies
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 Count d the Entity
Y ane y
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 revenu
e in
Grant County.
2. Administration. The Board of County Commissioners Office shall administer and be the
imar pry contact for The Entity regarding terms of this Agreement. For good cause as solely
ely
determined by the County, the County may direct that the Entityis longer entitled to the u no g use of
said funds for tourism promotion and terminate this Agreement.
3. Representations, The Entity shall use the funds received from the Count for tourism
m
promotion and advertising solely for the purposes and in accordance with the submitted
proposal d
by the Entity to the County. The Entity shall perform the services and work set forth in the ro p posal
and promptly cure any failure in performance. The County has relied upon the representations
p p ons
made
by the Entity in the proposal. By execution of this Agreement, the Entityrepresents that th p e
funds will be used for tourism promotion as defined by this Agreement in accordance with hall
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 carryits
out other
responsibilities in a timely manner.
R �� C tE I V E
204
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GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Tourism promotion rants are intended to incre
ase
ease
Tourism and to draw tourists from more than 50 miles away. As a requirement of our
approval, q y grant
pp oval, 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 advertisinguse
is available in multiple formats at: htt s://wa-
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo o.
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
g
local LTAC grants). Grant funds mav not be used for the followin
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
g g
extent such estimates were provided therein.
b. Final Report on Increase in Visitors: Upon completion of the tourism promotion a p s
specified with the application and this Agreement, but no later than 60-days
s
Y
afterward, the Entity shall complete a report substantially and provide to the County
y
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a good faith best -estimate of the number of visitors resulting from the use of
funds under this Agreement. The final report shall describe the methods used to
determine the actual number of visitors, or in the event such numbers were
determined from an estimate, the methods used to determine such estimates.
c. County Reporting: The County shall provide the Entity's estimates and final report
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice p
receipt of payment
and/or tear sheet to provide proof of request, payment and use. All reimbursement
requests must be submitted on an itemized cover invoice provided by y the County.
6. Modifications. The County may modify this Agreement and order changes in the wo
rk
ork
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 Parry 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 e noncompliant with the scope
p
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,
g
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 employee
or agent
g
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
y
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 Entityshall be solely responsible
Y p
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 fora period of three ears
p Y
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend
p � ,
indemnify and hold harmless the County and its officers, agents, and employees, from an and all
y
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 es
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
Y
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only to the extent of the negligence of the 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 Y provisions of this Agreement or to require at an 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 Entityshall
not enter into
subcontracts for any of the work contemplated under this Agreement without obtaining ning 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 witho
ut the prior
express written consent of the County or upon order of a Court of jurisdiction.
com etent
p
18. Jurisdiction and Venue. This Agreement is entered into in Grant Count a
y, Washington.
Disputes between the County and the Entity shall be resolved in the Superior Court of th
e he State of
Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it m g y g may, at the
County's request, be joined as a party in any arbitration proceeding between the Count . g y and any
third party that includes a claim or claims that arise out of, or that are related to the Entity's y 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
. any y court having
Jurisdiction thereof.
19. Cost and Attorney's Fees. The prevailing party in an litigation or arbitration arising
Y g ising out
of this Agreement shall be entitled to its reasonable attorne 's fees and costs of such ' . Y litigation
(including expert witness fees).
20. Entire Agreement. This written Agreement constitutes the entire and complete ag
reement
greement
between the Parties and supersedes any prior oral or written agreements. This Agreement g g ent may not
be changed, modified, or altered except in writing signed by the Parties hereto.
21. Anti -kickback. No officer or employee of the Count having the power or
Y� g p duty to
perform an official act or action related to this Agreement shall have or an acquire q y interest In this
Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, . g e, 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
g 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:
Sigajierg
Printed Namc P (ition
'r r-. /'�� Z/
Date r�
COUNTY APPROVAL:
ORGANIZATION: Best of Barrels, LLC
EVENT: Spring Warm up
AMOUNT: $ 59000.00
Signed this � day of 1�,r— , 202AI
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 #: 2025-02
EVENT: Sand Cup Futurity
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 1000.00
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 Best of Barrels Only, LLC 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.
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GRANT COUNTY TOURISM PROMOTION AGREEMENT
4. Requirements for Grant Use. Tourism rants promotion are in p g tended to increase
Tourism and to draw tourists from more than 50 miles away. As a requirement Y q ent of your grant
approval, you are encouraged to:
a. Promote Grant County LTAC, on all advertising, as a partner and have the e Grant
County LTAC logo provided to all appropriate media. The logo for advertising sing use
is
available in multiple formats at: htt s:// - w�.
rantcount .civic lus.com/1032/Lod in -Tax-Adviso -Committee-LTAC-Lo
o.
b. Utilize grant funds to advertise, promote or otherwise attract visitors
s tors to your
event/venue from more than 50 miles away (local events should be funded thr
ough
local LTAC grants). Grant funds mav not be used for the followin
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
p g for the Entity
and the County on the use of funds distributed pursuant to this Agreement and
d 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 Commit
tee (JLARC). The
following provisions allow the Entity and The Count to meet their respective Y p ve requirements under
RCW 67.28.1816.
a. Estimated Increase in Visitors: As part of its LTAC application, the Entity ity 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
. � p d shall
be consistent with the Entity's proposal to the County for lodging tax fun
ds, to the
extent such estimates were provided therein.
b. Final Report on Increase in Visitors • Upon completion of the tourism p promotion as
specified with the application and this Agreement, but no later than -
60 days
afterward, the Entity shall complete a report substantiallyd provide to th
anp rove County
a final report of the number of visitors resulting from the use of funds un
der this
Agreement and expenditures and uses of funds under this Agreement. The g numbers
of visitors shall be based on an actual count, or if it is not practical to make
p an actual
count, a good faith best -estimate of the number of visitors resultingfrom the
use of
funds under this Agreement. The final report shall describe the method
s used to
determine the actual number of visitors, or in the event such numbe
rs were
determined from an estimate, the methods used to determine such estimat
es.
c. County Reporting: The County shall provide the Entity's estimates and final al report
to JLARC as part of its annual report.
d. All reimbursement requests must include copies of the invoice receipt pt of payment
and/or tear sheet to provide proof of request, payment and use. All reimbur
sement
reement
requests must be submitted on an itemized cover invoice provided b the Count
p Y y.
6. Modifications. The County may modify this Agreement and order
g changes in the work
whenever necessary or advisable. The Entity will accept modifications consistent onsistent with state and
local law when directed orally or in writing by the Count Commissioners
Y 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 expendingthe allocated County
Y
funds or completion of the tourism promotion activities. Either Party may terminate this
Y
Agreement by 30 days written notice to the other Party or with no notice upon a determination b
p y
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 e noncompliant with the scope
p
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,
g
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 employee
or agent
g
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
. p y
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 Entityshall be solely responsible
Y p
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 fora period of three ears
p y
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend
p � ,
indemnify and hold harmless the County and its officers, agents, and employees, from an and all
y
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 ere
Printed Name s""O
/""." .�.
Date
COUNTY APPROVAL:
ORGANIZATION: Best of Barrels, LLC
EVENT: Sand Cup Futurity
AMOUNT: $ 109000.00
Signed this ��" day of � �l+ , 202,�
GRANT COUNTY
ATTEST:
Barbara J. Vasquez, Clerk of the Board Date
i(
Approved as to form:
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney
GRANT COUNTY TOURISM PROMOTION AGREEMENT
LTAC GRANT #: 2025-01
EVENT: Producers Gone Wild
ORGANIZATION: Best of Barrels Only, LLC
AMOUNT: $ 500.00
THIS AGREEMENT is made by and between the Grant Count a non -charter County ounty of the State
of Washington, hereinafter referred to as "County," and Best of Barrels Only
, y, LLC 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,
distributing p cuing, or otherwise
information for the purpose of attracting and welcomingtourists • developing
eloping strategies
to expand tourism; operating tourism promotion agencies; and fundingthe k 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 Partie
s covenant and
agree as follows:
1. Purpose of Agreement. The purpose of this Agreement is for the County ty and the Entity
to promote tourism in Grant County. The County agrees to make funds available to the En
tity for
the purpose of tourism promotion to attract visitors overnight to create business ess and revenue in
Grant County.
2. Administration. The Board of County Commissioners Office shall admin
ister and be the
primary contact for The Entity regarding terms of this Agreement. For go
od cause, as solely
determined by the County, the County may direct that the Entityis longer
no g 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 ro p posal 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 y represents that the
funds will be used for tourism promotion as defined b this A in
Y Agreement accordance with all
current laws, rules and regulations. No substitutions of or use of the fun
purpose ds shall be made
without the written consent of the County. The Count shall make decisions and d 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 substantiallyand provide to the Count
p y
a final report of the number of visitors resulting from the use of funds under this
Agreement and expenditures and uses of funds under this Agreement. The numbers
of visitors shall be based on an actual count, or if it is not practical to make an actual
count, a good faith best -estimate of the number of visitors resulting from the use of
funds under this Agreement. The final report shall describe the methods used to
determine the actual number of visitors, or in the event such numbers were
determined from an estimate, the methods used to determine such estimates.
c. County Reporting: The County shall provide the Entity's estimates and final report
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 $ 500.00
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 to 60-days from the
completion of your event and/or no later than the 15 day of December in the year that fundswere
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 e noncompliant with the scope
p
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 employee
or agent
g
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
. p y
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 Entityshall be solely responsible
Y p
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
p
to and the right to examine during normal business hours all the Entity's records with res ect 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 fora period of three ears
p Y
from the date final payment is made hereunder.
13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend
p � ,
indemnify and hold harmless the County and its officers, agents, and employees, from an and all
y
GRANT COUNTY TOURISM PROMOTION AGREEMENT
claims, actions, suits, liability, loss, costs, attorney's fees and costs of expenses,injuries,, liti ationex
g p
and damages of any nature whatsoever relating to or arising out of the negligent wrongful or acts
g
errors or omissions in the services provided by the Entity, the Entity's agents, subcontractors
subconsultants and employees to the fullest extent permitted by law, subject only to the limitations
provided below.
The Entity's duty to defend, indemnify and hold harmless the County shall not apply to liability for
. pp Y y
damages arising out of such services caused by or resulting from the sole negligence of the County
y
or the County's agents or employees pursuant to RCW 4.24.115.
The Entity's duty to defend, indemnify and hold harmless the County against liability g for damages
arising out of such services caused by the concurrent negligence of (a) the County or the County's
Y
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only to the extent of the negligence of the Entity, the g
Entity's agents,
subcontractors, subconsultants and employees.
The Entity's duty to defend, indemnify and hold the County harmless shall include as to all claims
demands, losses and liability to which it applies, the County's personnel -related costs reasonable
attorneys' fees, and the reasonable value of any services rendered by the office of the County
Prosecuting Attorney, outside consultant costs, court costs, fees for collection, and all other claim -
related expenses.
The Entity specifically and expressly waives any immunity that may be ranted under the
. g
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 compensation damages, or
g
benefits payable to or for any third party under workers' compensation acts, disability benefit acts,
or other employee benefits acts. Provided that the Entity's waiver of immunity under undthis 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 herebycertifies that this
indemnification provision was mutually negotiated.
14. Waiver. No officer, employee, agent, or other individual acting on behalf of either Par
ty
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 sub s e uent breach or
q
nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed
as cumulative, and in addition to every other remedy provided herein or by law. Failure of either
Party to enforce at any time any of the provisions of this Agreement or to an require at time
q Y
performance by the other Party of any provision hereof shall in no way be construed to be a waiver
of such provisions nor shall it affect the validity of this Agreement or any part thereof.
15. Assignment and Delegation. Neither Party shall assign, transfer or delegate an or all the
g Y
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 Attorneys 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. Seyerability0 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: Best of Barrels, LLC
EVENT: Producers Gone Wild
�r
AMOUNT:
$ 5,000.00
COUNTY APPROVAL:
Signed this —)-tie day of , 2024
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 #: 2025-04
EVENT: Team Challenge = YBC Finals
ORGANIZATION: Best of Barrels Only, LLC
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 Best of Barrels Only, LLC 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 ig_ng-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
p
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 iindependent contractor and not the agent or employee
of the County, that the County s 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
g
arising out of such services caused by the concurrent negligence of (a) the County or the County's
agents or employees, and (b) the Entity, the Entity's agents, subcontractors, subconsultants and
employees, shall apply only to the extent of the negligence of the Entity, the Entity's 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, an
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. AssiLynment 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 � Y not enter into
subco
ntracts 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 wit
hout the prior
express written consent of the County or upon order of a Court of jurisdiction.
com etentp
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 p the State of
Washington in Grant County. Notwithstanding the foregoing, the Entity a that i y agrees g t may, at the
County's request, be joined as a party in any arbitration proceeding between the
P g County and any
third party that includes a claim or claims that arise out of, or that are related to the Entity's
ntity 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 Y p y court having
jurisdiction thereof.
19. Cost and Attorney's Fees. The prevailing party in an litigation or arbitration '
Y g n arising ing Out
of this Agreement shall be entitled to its reasonable attorne 's fees and costs of litigation
Y such litigation
(including expert witness fees).
20. Entire Aoreem.ent. This written Agreement constitutes the entire and complete
p e agreement
between the Parties and supersedes any prior oral or written agreements. This Agreement g g ement may not
be changed, modified, or altered except in writing signed by the Parties hereto.
21. Anti -kickback. No officer or employee of the Count having the power
. Y� g p or duty to
perform an official act or action related to this Agreement shall have or an acquire q y interest In this
Agreement, or have solicited, accepted, or granted a present or future gift, favor, ser
vice, rvlce, 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
P g 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. reement.
p g
GRANT COUNTY TOURISM PROMOTION AGREEMENT
ENTITY APPROVAL:
0011,
i
v
Si - n 'here
ere
v
Printed Name 77;
Date
COUNTY APPROVAL:
ORGANIZATION: Best of Barrels, LLC
EVENT: Team Challenge = YBC Finals
AMOUNT: $ 5,000.00
Signed this � day of , 202_4
GRANT COUNTY
BOARD OF COUNTY CQMMISSIONERS
ATTE T:
11711/ Barbara J. Vasquez, Clerk of the Board Date
it
Approved as to form:
Barbara G. Duerbeck, WSBA #53946
Grant County Civil Deputy Prosecuting Attorney