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Home My WebLink AboutAgreements/Contracts - BOCCGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: gOCC REQUEST SUBMITTED BY: CEMAN ELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: ❑YES BNO DATE:11 /25/2025 PHONE:2g31 -------- -- ----------- - - - - - ---- -------------------- DAgreement / Contract MINE ❑AP Vouchers []Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County Ell -eases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations G Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies []Thank You's ❑Tax Title Property ❑WSLCB LTAC Grant Agreements as follows: (see attached) 2 If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 0 N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: /07•o�•e� � DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D1: 0� D2: D3: WITHDRAWN: RECEIVED 4/23/24 GRANT COUNTY COMMISSIONERS GRANT COUNTY LODGING TAX ADVISORY COMMITTEE (LTAC) PO Box 37, Ephrata, WA 98823 1 (509)154-2011, x2931 � LTAC(daranlcountvwa.aov November 25, 2025 To: Grant County Commissioners From: Lodging Tax Advisory Committee RE: 2026 LTAC Grant Agreements On November 4, 2025, the Grant County Board of Commissioners approved the recommendation from the Lodging Tax Advisory Committee for the awarding of the 2026 Grant County Tourism Promotion Applications. Grant Agreements were drafted and sent to the grant recipients for their signatures, to then be signed by the Board. The following LTAC Grant Agreements have been signed by the grant recipient and returned for BOCC action: • LTAC Grant Agreement 2025-045 to Friends of the Lower Grand Coulee for Soap Lake, Ephrata Food & Folk Festival in the amount of $5,000.00, • LTAC Grant Agreement 2026-032 to Sun Lakes Park Resort, Inc. for Cinco de Mayo in the amount of $8,000.00, • LTAC Grant Agreement 2026-033 to Sun Lakes Park Resort, Inc. for Family Fun Day Carnival in the amount of $8,000.00, • LTAC Grant Agreement 2026-034 to Sun Lakes Park Resort, Inc. for Fall Festival in the amount of $10,000.00, • LTAC Grant Agreement 2026-03 5 to Sun Lakes Park Resort, Inc. for Decades of Distinction Car Show in the amount of $8,000.00, • LTAC Grant Agreement 2026-021 to Central Basin Community Concert Association for Gentlemen's Quartet in the amount of $2,000.00, • LTAC Grant Agreement 2026-022 to Central Basin Community Concert Association for Bachelors of Broadway in the amount of $2,000.00, • LTAC Grant Agreement 2026-023 to Central Basin Community Concert Association for Undecided Concert Fall #1 in the amount of $2,000.00, and • LTAC Grant Agreement 2026-024 to Central Basin Community Concert Association for Undecided Concert Fall #2 in the amount of $2,000.00. Thank you on behalf of the Lodging Tax Advisory Committee. Caitlin E. Manell, Clerk of LTAC Deputy Clerk of the Board II K25-242 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-045 EVENT: Soap Lake, Ephrata Food & Folk Festival ORGANIZATION: Friends of the Lower Grand Coulee AMOUNT: $5,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Friends of the Lower Grand Coulee hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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. RECEIVED GRANT COUNTY COMMISSIONERS 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-grantcounty.civicplus.com/1032/Lodging-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltac(a,grantcountywa.gov. 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 followin f: 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $5,000.00 as recommended 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 address below 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-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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 0. 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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: Here Printed Name / Position Date COUNTY APPROVAL: Signed this j day of ATTEST: Approved as to form: ORGANIZATION: Friends of the Lower Grand Coulee EVENT: Soap Lake, Ephrata Food & Folk Festival AMOUNT: $ 5,000.00 I GRANT COUNTY M OF COUNTY- OMMISSIONERS � ca a Kevin Burgess ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-243 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-032 EVENT: Cinco de Mayo ORGANIZATION: Sun Lakes Park Resort, Inc. AMOUNT: $8,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort, Inc. hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: , 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-granteounty.civieplus.com/1032/Lodging-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltac e,grantcountywa.gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $8,000.00 as recommended 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 address below no later than 60 days from the completion of your event and/or no later than the 15t" day of December in the year that funds were awarded for year-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. Confidentiality. The Entity may, from time to time, receive information which is deemed by the County to be confidential. The Entity shall not disclose such information without the prior express written consent of the County or upon order of a Court of competent jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any arbitration proceeding between the County and any third party that includes a claim or claims that arise out of, or that are related to the Entity's services under this Agreement. The Entity further agrees that the Arbitrator(s) decision therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: a Sign fiere r -'AA 9--s , f +/Q4 Primed Naive / Position Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort, Inc. EVENT: Cinco de Mayo AMOUNT: $ 8,000.00 Signed this day of , 2025 ATTEST: / Ix allY ,Q Ba}lbaa J. Vasquez, Cl riof hoard Approved as to form: GRANT COUNTY BOARD OF COUNTY COMMISSIONERS Ig 6'A4,4-,e,0-0 Kevin Burgess, W,6ber /,)- "), d- s Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-244 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-03 3 EVENT: Family Fun Day Carnival ORGANIZATION: Sun Lakes Park Resort, Inc. AMOUNT: $8,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort, Inc. hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. _Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-grantcounty.civicplus.com/1032/Lodging-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltacggrantcountywa.gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 3 0 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $8,000.00 as recommended 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 address below no later than 60 days from the completion of your event and/or no later than the 15t" day of December in the year that funds were awarded for year-round 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 Laves 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. Confidentiality. The Entity may, from time to time, receive information which is deemed by the County to be confidential. The Entity shall not disclose such information without the prior express written consent of the County or upon order of a Court of competent jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any arbitration proceeding between the County and any third party that includes a claim or claims that arise out of, or that are related to the Entity's services under this Agreement. The Entity further agrees that the Arbitrator(s) decision therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -.kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign lf4e U-A Ai , Opt At y Pfinted Name / Position Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort, Inc. EVENT: Family Fun Day Carnival AMOUNT: $ 8,000.00 Signed this � d day of (,�-v�- , 2025 ATTEST: Barb Vasiquezk e of be Board Approved as to form: GRANT COUNTY BOARD OF COUN Cindy Carte; Vice Chair r .. Kevin Burgess ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney ISSIONERS K25-245 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-034 EVENT: Fall Festival ORGANIZATION: Sun Lakes Park Resort, Inc. AMOUNT: $10,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort, Inc. hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the tenns 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 Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: hgps:Hwa-grantcount .civiolus.com/1032/Lodgin -Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltackgrantcountywa. - ov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount *not to exceed $10,000.00 as recommended 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 address below no later than 60 days from the completion of your event and/or no later than the 15t" day of December in the year that funds were awarded or year-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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 Attonney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ' A 'sign Here tS &'� Printed Name / Position Date COUNTY APPROVAL: ORGANIZATION: Sun Lakes Park Resort, Inc. EVENT: Fall Festival AMOUNT: $ 10,000.00 Signed this i�2 day of �� , 2025 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS e I Cindy Cartes, Vice Chair a Kevin Burgess, mber A ST: 3 Barba .Vasquez, le c oft Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-246 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-03 5 EVENT: Decades of Distinction Car Show ORGANIZATION: Sun Lakes Park Resort, Inc. AMOUNT: $8,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Sun Lakes Park Resort, Inc. hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions. contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-granteounty.civicplus.com/1032/Lod ing-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltagggrantcountywa.gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 3 0 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $8,000.00 as recommended 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 address below 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-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 16. Subcontracts. Except as otherwise provided herein, the Entity shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of the County. 17. Confidentiality. The Entity may, from time to time, receive information which is deemed by the County to be confidential. The Entity shall not disclose such information without the prior express written consent of the County or upon order of a Court of competent jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Grant County, Washington. Disputes between the County and the Entity shall be resolved in the Superior Court of the State of Washington in Grant County. Notwithstanding the foregoing, the Entity agrees that it may, at the County's request, be joined as a party in any arbitration proceeding between the County and any third party that includes a claim or claims that arise out of, or that are related to the Entity's services under this Agreement. The Entity further agrees that the Arbitrator(s) decision therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability. If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Here . M3 c—. Printed Name / Position !1 —27 � -- 2 W ORGANIZATION: Sun Lakes Park Resort, Inc. EVENT: Decades of Distinction Car Show AMOUNT: $ 8,000.00 COUNTY APPROVAL: Signed this Cday of 2025 ATTEST: Bar a rq J. Vasquez, i gar J. er -f thBard Approved as to form: GRANT COUNTY BOA TY COMMISSIONERS G�F✓ Ro ones, hair Cindy Carter, Vice Chair Kevin Burgess, Member Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-247 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-021 EVENT: Gentlemen's Quartet ORGANIZATION: Central Basin Community Concert Association AMOUNT: $2,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Central Basin Community Concert Association hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-grantcounty.civiolus.com/1032/Lodging-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltack grantcountywa. gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. S. Compensation. The County agrees to pay the Entity an amount not to exceed $2,000.00 as recommended 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 address below 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-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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. Association ' Sign liege iu /o k Printed Nanie / Position Date COUNTY APPROVAL: ORGANIZATION: Central Basin Community Concert EVENT: Gentlemen's Quartet AMOUNT: $ 29000.00 Signed this day of � , 2025 ATTEST: &Vasquez, Bar ar J. •1 /f6Board Approved as to form: GRANT COUNTY BOARD OF COUNTY COMMISSIONERS , , (- - a, .. Kevin Burgess, Vmber Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-248 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-022 EVENT: Bachelors of Broadway ORGANIZATION: Central Basin Community Concert Association AMOUNT: $2,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Central Basin Community Concert Association hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-grantcounty.civicplus.com/1032/Lod in_-Tax- Advisory-Cominittee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltacna,grantcountywa.gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. S. Compensation. The County agrees to pay the Entity an amount not to exceed $2,000.00 as recommended 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 address below 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 or year-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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: Association - Sign Here �-- - CA Wit' Printed Name / Position it /d-- oate COUNTY APPROVAL: ORGANIZATION: Central Basin Community Concert EVENT: Bachelors of Broadway AMOUNT: $ 2,000.00 Signed this 69` day of e-��- , 2025 EST: Barbz 0a.Vasquez, •k of Jte Board Approved as to form: GRANT COUNTY BOARD OF COUNTY COMMISSIONERS • i9 KCindy Carter, Vice Chaira :;t� .'011,r Kevin Burgess, Member /'? , d' 0,<' Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-249 LTAC GRANT #: 2026-023 EVENT: Undecided Concert Fall #1 ORGANIZATION: Central Basin Community Concert Association AMOUNT: $2,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Central Basin Community Concert Association hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: https://wa-grantcount .civicplus.com/1032/Lod _ in -Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltackgrantcountywa. gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $2,000.00 as recommended 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 address below 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-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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: Association Sign Mere Printed Name / Position Date COUNTY APPROVAL: Signed this day of ORGANIZATION: Central Basin Community Concert EVENT: Undecided Concert Fall #1 AMOUNT: $ 2,000.00 ST: Bar ar J. Vasquez, C r th oard Approved as to form: 2025 GRANT COUNTY BOARD OF COUNTY. -COMMISSIONERS Cindy Cart6r, Vice Chair /'x� Kevin Burges ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-250 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-024 EVENT: Undecided Concert Fall #2 ORGANIZATION: Central Basin Community Concert Association AMOUNT: $2,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Central Basin Community Concert Association hereinafter referred to as "The Entity", jointly referred to as "Parties." DEFINITIONS Tourism Promotion. "Tourism promotion" means activities, operations, and expenditures designed to increase tourism, including but not limited to advertising, publicizing, or otherwise distributing information for the purpose of attracting and welcoming tourists; developing strategies to expand tourism; operating tourism promotion agencies; and funding the marketing of or the operation of special events and festivals designed to attract tourists. Fund(s). "Fund(s)" is defined as any amount of compensation derived from the lodging tax monies of Grant County which is allocated to the Entity for tourism promotion. IN CONSIDERATION of the terms and conditions contained herein, the Parties covenant and agree as follows: 1. Purpose of Agreement. The purpose of this Agreement is for the County and the Entity to promote tourism in Grant County. The County agrees to make funds available to the Entity for the purpose of tourism promotion to attract visitors overnight to create business and revenue in Grant County. 2. Administration. The Board of County Commissioner's 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. RECEIVED #f 2025 GRANT COUNTY COMMISSIONERS 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 must: a. Promote Grant County LTAC, on all advertising and relevant media, as a partner and have the Grant County LTAC logo provided and/or included in all appropriate advertising and media. The logo for advertising use is available in multiple formats at: hgps://wa-grantcounty.civieplus.com/1032/Lodgin -Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltaegglantcountywa. gov. 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 Lodging Tax Expenditure 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 with a complete Lodging Tax Expenditure Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6. Modifications. The County may modify this Agreement and order changes in the work whenever necessary or advisable. The Entity will accept modifications consistent with state and local law when directed orally or in writing by the County Commissioners or designee. 7. Term of Contract. This Agreement shall be in full force and effect upon full execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $2,000.00 as recommended 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 address below 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-round 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. Relationships 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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 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. GRANT COUNTY TOURISM PROMOTION AGREEMENT 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. 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: Association Sign Here Printed Name / Position • / ram' Date ORGANIZATION: Central Basin Community Concert EVENT: Undecided Concert Fall #2 AMOUNT: $ 29000.00 COUNTY APPROVAL: Signed this day of ��`— , 2025 ATTEST: BarL}/arajJ. Vasquez, Cl&Vo,fth",bard Approved as to form: GRANT COUNTY BOARD OF COUNTY MISSIONERS Cindy Carter; Vice Chair Kevin Burgess, NjAber Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney