The URL can be used to link to this page

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: CEMANELL CONTACT PERSON ATTENDING ROUNDTABLE: CEMANELL CONFIDENTIAL INFORMATION: DYES 8NO oATE:12/11/2025 PHONE:2931 1 AZI LJ _j L I 111111111 ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Comm ittees ❑ Budget ❑Computer Related ❑County Code El Emergency Purchase ❑Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds 8 Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations DRequest for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB FO LTAC Grant Agreements If necessary, was this document reviewed by accounting? ❑ YES ❑ NO 0 N/A If necessary, was this document reviewed by legal? ❑ YES ❑ NO W N/A DATE OF ACTION: DEFERRED OR CONTINUED TO: WITHDRAWN: APPROVE: DENIED ABSTAIN D2: D3: 4/2 3/24 GRANT COUNTY LODGING TAX ADVISORY COMMITTEE (LTAC) PO Box 37, Ephrata, WA 98823 1 (509) 754-2011, x2931 LTACna.grantcountvwa.qov December 18, 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 2026-013 to Washington Junior Golf Association for WJGA Cup (Golf Tournament) in the amount of $3,000.00, • LTAC Grant Agreement 2026-014 to George Community Hall for Fourth of July at George, WA 2026 in the amount of $5,000.00, • LTAC Grant Agreement 2026-003 to Reel Recreation for Triple Fish Challenge in the amount of $5,000.00, • LTAC Grant Agreement 2026-006 to Ridge Rider Saddle Club for Ridge Riders Jr. Rodeo in the amount of $5,000.00, • LTAC Grant Agreement 2026-007 to Ridge Rider Saddle Club for Cleatis Lacy Memorial Bull Event in the amount of $5,000.00, • LTAC Grant Agreement 2026-008 to Ridge Rider Saddle Club for Colorama Pro Rodeo in the amount of $20,000.00, • LTAC Grant Agreement 2026-015 to Columbia Basin Rodeo Association for Moses Lake Roundup in the amount of $40,000.00, • LTAC Grant Agreement 2026-020 to Royal City Royalfest for Royal City Summerfest in the amount of $ 8,000.00, • LTAC Grant Agreement 2026-004 to Day at the Lake for Day at the Lake, Youth Fishing Tournament in the amount of $2,000.00, • LTAC Grant Agreement 2026-040 to Masquers Theater of Grant County for The Complete Works of William Shakespeare in the amount of $4,000.00, • LTAC Grant Agreement 2026-041 to Masquers Theater of Grant County for Around the World in 80 Days in the amount of $4,000.00, • LTAC Grant Agreement 2026-042 to Masquers Theater of Grant County for The Trip to Bountiful in the amount of $4,000.00, GRANT COUNTY -- LODGING TAX ADVISORY COMMITTEE (LTAC) PO Box 37, Ephrata, WA 98823 1 (509) 754-2011, x2931 LTAC(c�grantcount)Ma.qov • LTAC Grant Agreement 2026-043 to Masquers Theater of Grant County for Holiday Show TBD in the amount of $4,000.00, and • LTAC Grant Agreement 2026-044 to Masquers Theater of Grant County for Fall Musical TBD in the amount of $4,000.00. Thank you on behalf of the Lodging Tax Advisory Committee. Caitlin E. Manell, Clerk of LTAC Deputy Clerk of the Board II K25-275 LTAC GRANT #: 2026-013 EVENT: WJGA Cup (Golf Tournament) ORGANIZATION: Washington Junior Golf Association AMOUNT: $3,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Washington Junior Golf 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-glantcounty.civicplus.com/1032/Lod ing-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltac e,grantcountywa. _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 after -ward, 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 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 $3,000.00 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. App►licab►le 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. 13. Indemnifcation 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. ki �-M 4�"�Ikk RA 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: ORGANIZATION: Washington Junior Golf Association Sid He,:) Printed Natne Position Date COUNTY APPROVAL: EVENT: WJGA Cup (Golf Tournament) AMOUNT: $ 3,000.00 Signed this 16 day of a ,1) 92025 ATTEST: Barb ra Vasquez, Cie )4 th oard Approved as to form: GRANT COUNTY BOARD OF COLTN-TY COMMISSIONERS Kevin Burgess, Member Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-276 LTAC GRANT #: 2026-014 EVENT: Fourth of July at George, WA 2025 ORGANIZATION: George Community Hall 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 George Community Hall 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.eivicplus.com/1032/Lod in -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. 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. lvzff�� MRH V WA 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. Mal LO 1 51 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: '. ORGANIZATION: George Community Hall ' Here . ' NT: Fourth of July at George, WA 2026 *., Printed Name / Position /z /Z�, AMOUNT: $ 5,000.00 Date COUNTY APPROVAL: Signed this day of g y 2 025 ATTEST: �` vswH Barbara . Vasquez, uez, ClQrKf die o d Approved as to form: GRANT COUNTY COMMISSIONERS nes, Chair Cindy Cart, Vice Chair /<� &M 601z-�� Kevin Burges<Member Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney 2 -11L� - 0 14 K25-277 GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-003 EVENT: Triple Fish Challenge ORGANIZATION: Reel Recreation 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 Reel Recreation 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- Advisor_y-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltack - antcountMa. 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. Reuortiny,. 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-dayafterward, 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 $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 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. Assiiznment 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 Her" Printed Name / Position /a.,- X- a Date ORGANIZATION: Reel Recreation EVENT: Triple Fish Challenge AMOUNT: $ 5,000.00 COUNTY APPROVAL: Signed this Z(2 day of ._--- , 2025 ATTEST: GRANT COUNTY BOARD OF C COMMISSIONERS Cindy Car, er, Vice CMir K--- 1�' e d a e t� Kevin Burgess, Nrember Barer J. Vasquez, erk of Board Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-278 i LTAC GRANT#: 2026-006 EVENT: Ridge Riders Jr. Rodeo ORGANIZATION: Ridge Rider Saddle Club 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 Ridge Rider Saddle Club hereinafter referred to as "The Entity", jointly referred to as "Parties." 111104 01101# 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: 11 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. I 4. Reguirements 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.:Hwa-gantcounty.civic lus.com/ 103 2/Lodging-, ax.- Adviso _-fommittee-LTAC-Lo o. Copies of the logo may also be requested by contacting LTAC by email at jtackgr4ntcountMa.goy. 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&-. 1. 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 aftemlard, 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 MARC 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. I 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. 79 Term of Contract. This Agreement shall be in full force and effect upon fall execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 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. Paynlcnta 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 15' 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 fall access to and the right to examine during normal business hours all the Entity's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 13. Indemnification and Hold Harmless. The Entity shall, at its sole expense, defend, indemnify and hold harmless the County and its officers, agents, and employees, from any and all 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. i 15. Assignment elevation. 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. Confidend . 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 A-rbitrator(s) decision therein shall be final and binding on the Entity and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorneys Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severa 0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. ENTITY APPROVAL: OA Sign PC, PrinlW, Naw!" 14.4""ition COUNTY APPROVAL. ORGANIZATION: Ridge Rider Saddle Club �EVE NT: Ridge Riders Jr. Rodeo AMOUNT: $ 5,000.00 Signed this day of 2025 ATTEST-. Bar l a. Vasquez, Clery, �'e' and Approved as to fora: BOARD OF COUNTY COMMISSIONERS Kevin Burgess, ��Aber Date Barbara G. Duerbeck, WSBA. #5_3946 Grant County Civil Deputy Prosecuting Attorney /6p - ed I K25-279 fftt LTAC GRANT #: 2026-007 EVENT: Cleatis Lacy Memorial Bull Event ORGANIZATION: Ridge Rider Saddle Club AMOUNT: $51000.00 THIS AGREEMENT is made by and between Grant County, a non charter County of the State of Washington, hereinafter referred to as "County," and Ridge Rider Saddle Club 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. Re irements 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 advertisinp, 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: L jLS,-,//yLa 32/Lo jgg:jg& Copies of the logo may also be requested by contacting LTAC by einail at 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 mp.v,not be used for the followinp'. 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 hinds 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 (JLA. C). The following provisions allow the Entity and The County to meet their respective requirements under RCW 67.2 8.1816. 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 Lod in Tax E�penditure Rgport on Increase in Visitors: Upon completion of the tourism promotion as specified with the application and this Agreement, but no later than 60-daEs`der ward,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 detennined from an estimate, the methods used to determine such estimates. c. County Rgportiffig: 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. 11 1 PM11 1111liq i7h 1 Big- V. I III 1 04 INA 1W -1 1141A �11111 A W a 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 Con Missioners or designee. 70 Term of Contract. This Agreement shall be in fall force and effect upon fall execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice -upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 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. 91 Payment. The County shall pay the Entity upon presentation of approved documentation to the County. The Entity shall be responsible for showing that the County fUnds, were used for tourism promotion. The proof of expenses shall be forwarded for reimbursement to the LTAC Clerk, as part of required reporting, at the address below no later than 60 days from the completion of your event and/or no later than the 15' 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 judginent 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. Relationshim 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 fall 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 here -under. AM 1ttt*t`9iI " � goof U11 WV 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 harinless, 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, subconsultal 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. 140. 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. M 80 15. Assignment and p le anon. 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. ConfidentiaR . 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. 210 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. 229 Severa 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. Hw I F F mm 110 ff. I -1;1,�_,NTITY APPROVAL -.I n L4 Priated Nhung po�;AR'011 COUNTY APPROVAL -0 ORGANIZATION: Ridge Rider Saddle Club EVENT: Cleatis Lacy Memorial Bull Event W-11TY11-1=1 Si 'aav gn-ed th's o2025f A T�T T Bar J. Vasquez, e�.' ofth ark. L Approved as to form: ROA,R TD OF COUNTY COMMISSIONERS Kevin Burgess, ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting .Attorney. K25-280 Nil row, Rwli 1 LTAC GRANT#: 2026-008 EVENT: Colorama Pro Rodeo ORGANIZATION: Ridge Rider Saddle Club AMOUNT:, $20,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Ridge Rider Saddle Club hereinafter referred to as "The Entity", jointly referred to as "Parties." 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 ten-ns and conditions contained herein, the Parties covenant and agree as follows: Pyr Rose 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. Roresen.tation.s® 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: htt-ps://wa-pranteounty.eivic-plus.com/1032/LodgLnZ-Tax- AdvisoKy-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at I ac(&,uantcountvwa.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 ftinded 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 fiends 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 finds 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 MARC 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. Ilqg -I III 1� 1 111911111 MINOR 1. 1 11 - -z-14 PER! [Offl. III lowas III ... N ]m � 4 1 mup r, 111 1 1 1.11111-111611i 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 fall execution and shall remain in effect until terminated either by The Entity expending the allocated County funds or completion of the tourism promotion activities. Either Party may terminate this Agreement by 30 days written notice to the other Party or with no notice upon a determination by the County that the funds will not be or have not been used for the purpose as stated in this Agreement. In the event of such termination, the County shall cease and desist from distributing any further funds to The Entity for work performed or otherwise. The County shall make payment for all work satisfactorily performed up to the time of termination. 8. Compensation. The County agrees to pay the Entity an amount not to exceed $20,000.00 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. lie' 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. 17 MMA Rti W_ 13. Indemnifl cation 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. 15. Assignment and Delegj!iLon. 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 ati fees and costs of such li g on (including expert witness fees). e . ti 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. Severa 0 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. WIN ENTITY APPROVAL-, S11, ficre d /e-, Plinted, utne Posilian 12:� —25 Daw ORGANIZATION: Ridge Rider Saddle Club EVENT: Colorama Pro Rodeo AMOUNT: $ 20,000.00 Signed this day of 2025 A ST: I dt Barb, Lr J. Vasquez. C1 o e B d Approved as to fon-n-. GRANT COUNTY BOARD OF COLW RIPPI COMMISSIONERS Cindy Cart6, Vice Cha'tr. Kevin Burgess ember Date Barbara G. Duerbeck, W*SB.A #53946 Grant County Civil Deputy Prosecuting Attorney GRANT COUNTY TOURISM PROMOTION AGREEMENT LTAC. CiRAN'.1" 4: '2026,015 EVE-INIT-V- Moses, Lake Roundup ORC-iKKIZATION: Columbia Basin Rode-0 Assochatt"Wa MVIOUNT: 1$40,000.00 T 'wnty of tbe'-State, of HI'S AGREE M EN"I"I's made and betwc.en;Orcaria County, a non-ch.arter, Q. Wash"rig I rred to as County," i ion i gton. hereinafter rede and Coltinibia Basin Rodeo Assod'-at r be,reinafter reflerred to as "The Enfityllt, . L4CS jointly rete,rred to K DEFINITIONS fie .. Wt , fiii' " "T61 ourism pr I bnio toni eains ac i. ra ions. ar - id, nd Tou'I'lis.m. pramottvtes ope tL:�Xpe ttu- df.�Signedtea increase tourism. inchidina'bu.L mt E Mne ing5 .Id to adxT- rfistqg, pubticiz' or othelivise hio an(;.t welco M.."i"Ing ti, a. f - .. I , distribut"Ing inforni.ation for pu�PDose! Of -ClLtraet ourists- developing strat ies s. un _u I the marketing of or the to expand toUrism" operating 'tour.tsm, promoti.on, aae c,le fi nd'ng ttrad tou, operation of special events and testixrats dcsi ned to- -a C. T x 10111eS 0 Ft.-ii.id(s)"'Isdeti.1le'd-tistaiiyamoti.n.tol'"c, iai.pen sat on derived from the lodging W.: ""'n L of rant County xvbich is a . flocated to t1h. e Entity for, tour, - ism promotion., c -en. a. nt and -m co n ov IN CONSIDEtUf ION f the ten-ns and condmo s. wa ied herein,. t -e Parties agree as follows.: Vu,rpose of AfIrMgm n.,t The� purp. ose o f th's-4 Ag *M c I reement is for theC r nd the Entity to proni-ote tollflsm! in, Grant countyL The County agrees to make -funds: ava" lab le v-) the'Enflt 3I' Y Or usiniie.ss and re-venur thc puipost� Of tourism pro.mott".0 n Lo tt, act vi a r isitors, overnight to create b Grant Counm. V e. Board ofCounty Coninlis"c"vik -neir's Office shall adrnin�istcr and be the 2. Administriation., Th F )r aood e'ause as solely PI-1111CILry, contact for The,Entit,)--� regardina ternisd this Ag-reemen, I �( I logo; o lon the Couti-tv, the County nia direct that the., �'�. I -%r i �,q -n nt'ded to the use of -ger e -s fundsfortoursmproinotomand,terminate tA4�r'Mlit 3,AY Rwre-sentat ionss. The% Entity shall use the f'unds received froni the Co'unty, flor tourism prornotion and adverfising solely for th-e. Urposes, and in VVItth the proposal subin,,, "tted -P bythe Enflwt( he I w simfic I the County. T Entity shal I perforrn -tt es and NvorKz set forthin the proae posal and pro, niph; cure any ifailhirre in perfo.rmance, The Count-yr bws refied upon the. -re - �� tafl o made bthe Emitt in the proposal. By execution of 1, this Agreement, the Entity rep se its that. the re. funds will be'used fior tourisni pronioft"on, as defined by (his Aorreement inaccol.rdance with all H be Taia de currept laws, rutes and reigulaitions. No s -Ubst�'"tuit.ior�i.scl�f'pur.pos.e or usse- of the funds, shal w1thout the written conser-it of the County, The County shal 1. make deci -sions and cari o ttt its other re sponsibill"ties Hi a timely m. aitiner, GRANT COUNTY TOURISM PROMOTION AGREEMENT c 4* Requiremients for Gritaint Use. Tourism promotjon granIts ar ntended 'to increase. m more d. way,, As a requirem t of Toum*_sm, a mi es a en ,end to. drmv tourist's 'fro than 50 vour Ksrant approvaL you must:, a. Promote, urant Countr LTAC, on all advert in and -relevant media. as.a. partn- er 11 e a a.n-.d h-ve the Giranit Countv L_Ti�kC lc)(.To prov"d d andior included in all sli use is available tn appropr ate adverti 'nrr- and media, The logo, ]"or advertis g t.s. a ht is.,y7w :g r-111tq i t3itv. c i v i c p I u c o Mlltiple 1"odn t _V itv eivi 1111to"Y .m mw Copies of the logm niLly also be request-ed by contactiting LTAC by email. at ftae,,' Al.,gvanteountV "'11C (W. b. 'Ut"I'lize, -ierwiseattrac(Al itor gi,- nt n& to advert'se, ptomoteor od S1,0 your event/venue from more thran 50,miles lylway (.local eventts, should be funded t "hr 'm 'ttsed, for the follo.jNr1n,,.,, ough local, LTAC ggrants). Gr'ant fonds L-v no , be i. Caphal Improvements ii. A Ad,�,,-ertish 1119- 'locally --to dravv from localccrowds rowfor local, everts, E a en, ded includes reporting requirements 'for the nt ty rifine. RCW 67.28.1816.a.s, in and the Coulltv on- the use -of f"lunds dist'riblited p, risuant to th's Ag -ezment iat,id the estitniate'd and number of thicreased visitors. inese reports are requIred I be rovdedbvthe,Eiitlt-yt-o,tlle- County and by ti, i e . C 0 U. lity to "t'll e So i n. i L. e aislat" ive Audit wig, .rev itew Coni.mittee (JLA'RC),- The t following 0 Co untv to med th en, r re, -spec ive require, nen Mrov;i,st niz4--; aflow: lie Entity and "..'he t ts under RCW 67.26W8.1816. q, Est* : rt 1 ,aI VLisitors,Aparto'tsLACppl1. c,ation, t heEpit hll provide, tbe, County with an astimate of the number resulting from, the use of funds under thl's A01"1eQ11.1ent, The esti mated number of visitors provided sball be consist.e-nt with the Entit y PrIo P-sal to the Couna.�,-, �f:br lodgint), tax fands. 8 O W the extehl sz uch e'stiniates Nvere pro Wed, t V her ,et n. tu R ion E n re s� TJp n tomplet" iin, Vi s Ta on Increase I b. I mati,odudina x, xpe di r. of the totin 4 stii proinot . ion as specified With the applic-at , jon and this Agreer,u. ent, but -ial 1. om 4ubstai I r A C -ports no late-r Man the Enfit�. -plete a re. ifially i-d provide to the County-- afitnal repon (-)f -the number of vi'shors resulting fro.m the use, of Funds 'an, der this -Agreement and expend-iturQs tand utses of flunds under this, Agre.ement. The nunibers of v s'tors- shial I be. based on -:ai actual count. or if it is not practlle;d w M*ake an actual countI . a good fa` Il e( 1113 est - e s fil I - ate 0 r the n U In It'), - r orvisitors resulfingfroin use the uof funds'under this Agreement. Thefinal report 9 shall -describe the meth odsused to determine. the, actUal number of visitot,,s, or in the -event such n'uniber.�- N_viere deterni,ined from an estitaiate.; the -met used to determline such estimates. nd final C_ a. Ccluntv R,.=orti� The unto shall provide, thw ''s tini tes a P9 ME MUM *- � report to JLNRC ass,part of its auji-nual report. d. All reimb rr ement reque. sts must include c0pies of the invoi eu`e ipt of rece pqmenl iand/or -tear sheet Lo provido proof of re*quest, paNm.ent and use. All reinifurs emen t b I L, it X requests. musl e,suhnii! ted h a complete Lodgina Tax E penditure, Report. GRANT COUNTY TOURISM PROMOTION AGREEMENT 6 Modifications. The County rmtv Mod1l'y this Agreement mid order Ch4anges in. the- work whenev'ernecessanyr 'or advisable. 'The Entit a cept niodifications consistent with. state, and -1 , c . . local law when dir�cted oralltvor vt bV the CW ty COM-MiSSione' d m �,Nvilu.n rs or esia nee. 7. Term' of C ont, rU. C, 'L, i hi s A it stballll be., h' f 'I f ;eX 1011 I al and effectuponfull; 'ecut" ,t tine le rin., �na.,` ed 61the. r bv The Entity expend ing, the zill tatedCou qr and shall rema-in in ef'lec 1 1 1 n ftin d s or conip]etion ol the to-arism promotion activities.. Either Party May W1,11111"late this 't upooft a -i ti n Agreement by 30 dayss W11i"itten notice to. theother P,w y ar Nvith no wtice .et iina o by the, County -that the Mids w111 not be or -have not been u ed for t he u Le as staled in, th- I p rpqs ation, th Coutity slial,l, c a r M,(JI81r,,10UtinLT., NOT -eme I'n the event of sti-ch tennin, e e se and desist r- o'' nt. anly ffirther funds to The Entity for Work per-fomled Or other_M$e. The Counh, sliall n1aake pavnient 17or allwork s,at*11sWto `1y performed up to the finie of term 'nation. ,8 fi- q. The : * Conij2enswio County aigrees to, pa,-y the Entity an atnount not, to exceed S40.1000.00 -It- T Cot as recommended'bv the LTAC and. approvedbvi the Cou, I ii sioners. 9* 'PamrmenC The County shall pfit)�'Upon PreS0n_tatr1_0�n;,ofap roved doe UM entat" 1 ors. 'to the- County. The EntIty shall, bet"esponsible for shop &-Ivbgy, that the C"Gun.tv 1111lds Nveve- used fior tounsm pronhotion, The proof of expens.-c's shall be for-�Nvarde'd 'fior reimbursement to -'h LTAC t e Clerk. as pert of'reNtUire.'d rep. orfing,,, ait the address below no later teat i 610 days from the eompletion. of your event andior no later than.the J-) day of December in the year thzet fundswe'r'e aNvarded foryear-rouad promot-1,01n, it Count,v* reserves the' r.itudit to wlitbhold payment Of .1"u-ndsunder this Agreement which. is n I of the L"FAC or desi allee to be nonc, 011,1PI), alit th thc scope otwork.. the COL111ty stiandardg.. and the- County Ordinances, d ral or state 1,211W. Ay,12.1icable is an Land Stadards, Ill Flarties. in the perl'on-nanceof this ........... iAgreement, agree to'cornply N�vith ail .a'pl,icable fe-deral, state, and locallaws., ordjinainczze,�, wd, regulations, p L Refiaflo' h s of the Partiess, It IS L. id dee lated th, t he rs I t S an t .ide tood., employces agion-ts and assi�gyns lsh;�fll be an 'ndependent contractor and,not the aw nt or iemployee Of IhC COL11.1tV, that the County '[S I'Merested in only the results to b- e acbiev: d -iin- 4 �Iiat the right to, _ervi.ces are perfonned i's lel -o c ontrol the pa 1c ul ar manner method and ni ean, s- in �vh 1; ch the, Is y wi-th-in the of tfhe 'Fmtt�,i% All enapl o. yees. 1.0io, pro,vide servie es. to the Colin, ty tinder . thi S W y responsible Aggwenient %s4hall be deemed employees solely of the Entitv. The Enflty shall be sollel fbr the conduel _L9,.-nd actions. of all emplovees of the E".ntftv under this Agreement -and an. tty I iaba" that, ma)y attach thereto. 12i. Records, rtie Count�,,, or State Auditor-o-rany of their representatives shal -a- ` I 1h v e f tut 1, to and the right to elxarniine durincy norm butsi-mess 'hours all the Enti. ty'ss records with re-spect to att i d is Agreement. Stich representat'I'Ves shallbe pernii"tted to audift, e:\,.u-nitne and matters cov redin I] makxCe r ,t scr,"Pts from such reco-rds, and' ;to, niake audits of all ciontraicts, invoices, eater iat, s, pavrol twirl record itif matters covered by this Acyt meat for a perio, d of three years fri-am, the &ate final payment ils inade hereunder. GRA,N*T COUNTY TOURISM PROMOTION! AGREEMENT 13, Indemnification and Hold Harmlcssf The Entity shall.. at 'Its sole expense., dc-fc`nd-,, -1.011. expenses. Chaimss 7''aot'i oil I.;. siths. fiabRity, loss, costs,, attorney'stleeks- and costs of litigat" a -A of the NNT uig to or L at subconsult,ants and ernp'1(jye1es,tj-,i1h.e fWlest extent pennitted by law, sutject onlyto, the thn't tons p Wed below.. The Ent itys duty 'to defien.4, i ndev, -n."f and hold h,%-rnless the County s4br,41 not apply to Eab,fity. for The Elltitv's dtitv to def�n.d,. 'n deniin'f I h 'iarrr g 1", b J'ly I I yr an ' +h� W., These in demnification obl'tgativ s shall not be fitnited 'in any way by any IiInii-tation on the am.ount or t.%,ipe of. damagges, compens,4auon or enefit -As-, Lteneflits Payable to or f`or anv third party under -workers' compensa on acts., d- ab'fitv h ac. or otheir employee beriefits acts. Provided that the, Entity's of"Immunity under this provision extends only to 04.41.mns anr,:'zrainst the Entity bythe Count.y., and does, -not, inc]We, or extendto, an)y Cla 1-nis by the, Entity's employees d,ireefly, agal.nst t-he Entity, The Ent J. ity. hereby certifies th -at this 11 W.'aiver. No office emplqyee, apnt, or other indiv`du I act' o belialf of Cither Party CP A %vaiver iin. one instance -shall not be. held Lo be' a w ah-rer of an'-�v .01her subsequent breach (-,)r as ctimtilafiVe,.. zand in aidd-It'lion to. every other rennedy, provided. her in or by law. Failum et .Of either to en.Coree. tit any thne any of the p s f this Agreement or to at. an perfbninauce b�,the otherllartN,, of any provision. hereofshall 'in no way be construed to be a waivvr of such prmrisions nor.�h.-Iilll it. affect ffie validity of this ..,kgreemenl or any part tbereof GRANT COUNTY TOURISM PI2UMOTION AGREGIVIF,NT 151 Ass'[ ment and Deleg'fl' NNe* he Pam; liall-la-S ' I �i fe- or del i��& , ,:gn a, i.' o ii, it r S isi-gin, trai s r ef-Tate any or all the jig the -f ts rece-wed -under Nvilhoutfitrst oh- tanll, Nfit`es of th's, Atoreeni:ent 'r the bene J 1 responsd I J,LE iere w Rten consent of" the. other Party. n 161 Su'bcontraets,,, Except as otherwise Provided lne-reinl,_ t e Entit),r shall not enter into h wo witihout obtaki".n.g p subconfiracts 1'()r anv of the. rk contemplated under flik, Ag I I nor w U w� writtcn, approval of-h. Q-, County. 17# Con fide n fialitv V The Entity mmvfrom time to hme,xeceive imotnialion, which *1_S deemed by the C.cn-trity to be c'.o'nfidenfita.l. The Entity shall not dis."closi-c suc'n the prior express wrItten consen-tofthe Couiih., orupon orderof a Coort of cociiipe'teiltj.,uils-olet-ion, *18. Jurisdietion and Venu--el. This Agreement is entered into 'in Grail C ui,,ity, NVa-sh"Inat I ,,. on, Disputes between -the, C.()�Ujlty 41-n-A the E�11.tttv shall be resolved, '111 the, SU'' ed(oir C ate P I 00'a �o f t h e S�t o Washi: n-atono. in Grant Cokin�-v,- Notwithstanding, the foretw"'ngr... the.— Entit agree.,,s that it mav atthe Y CO 'b (r at: n.. p r o Unitr y s equest. be joined as a party in a, n.-, ceed'nkg between the CoLinty and am, y edt theEnfity's-sie. c m t atatiseoutof Orthat,arerelat C III e �ai h� . . t third p4ttuhy that'"In I 'd s a 0a.in ),1 .1 h .,s 0 rVI.Ces u nder th's A oree rne n.t. The Entity� -f her a gnrees; that the Ar bi tr urt awr(s) decision therein shall be flinal and. bi-ndi.ncv -on the Entity and tbat "' Jd be 'n-tered Upo'll, "it i ourt liaving U gpienL M-ay C� .11 any c Jurisdiction (4,etvA 190 Cota n d Att S hpreVaiIinc-Tartynativ 1it'gatt"onorai ration arsinout of this Agreenient shall be entitled to its reasonable attornev�`s foes and costs of stich fitigatiot) (Includic gff expehi't vritan esss fO-es),. TI sa 't e Ii en, re and complete-, agreetnent 201. .1EIiAire.Ag aim tit. Thts,N(Ny "ttenA(Treemen.t. con. im s.t, e ti between. file P,�-,wties and supersedes any prior oral or vwi`tten. agre-Qnients,. This Agreement mmy nol be Pt, 'i hereto. reeded bv the Part -es changedi. r It , niodfiedocaered, exce in tin sqg .9 24. A n fi - k i c, kb. ta. c k, No. officer or en I yee of the Coumty,. lnaw`n�qg 1P 0, 1 the power or dtat tio N-0 + ,perf'ornm an official act or act.ion related tothis Agreement shalFhave. or uquire anN� in-terest ID-11 WITZ'VO r I , accepte nt o. r Agreement., o.r have It it dIh or cyranteda tires iture &P'ft, fiavorr. service,,, oother Ch thing of value from any person %.vith n interest in thisAgreennent. I"- 22. Seve.ri0flIfty. Ifany sectioin., sentence, ctatise, or pllrase of thiks Agreement should be, held V to be invalid for any reason by a court of competent jurisdiction, ssuch invalidity shal.] not afte-C.It thie vadidity of any-, other section., sentence, clause, or phratse ofthis Agyree-Meilt, GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ------------ ----------- PrInte-d Nive 1 P09-tion ) 7. - Dq . )_D J..g- Date- COUNTYAPPROVAL: ORGANIZATION.: Columbia Basin Rodeo Association EVE4 NT: Moses Lake Roundup AM01-INT: S 40,000-00 day of 202-5 Signed this. L� -.1-1-11-1 -------- - GW%NT COUNTY BOARD OF COUN4:Y- COMMISSIONERS R Cindy Cat -ter. ice Chair - -- ------- 000" Kevin Burgess. -X;efiber ATTEST, Bar 'a/ra Vasquez. Cle". . A Ord Date Approved as to forni: Barbara G. Duerbeck., WSBA 71r.*5f-,3J946 G-mit County Civil Deputy Prosecuting Attlomev K25-282 GRANT COUNTY, TOURISM PROMOTION AGREEMENT LTAC GRANT #: 2026-020 EVENT: Royal City Suinmerfest ORGANIZATION: Royal City Royalfest 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 Royal City Royalfest 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. 20 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 in -Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at 1tacCa,grantcountywa.oovv. 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 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. SeverabIf any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: Sign Here Printed Name / �osi Ion e, Date COUNTY APPROVAL: ORGANIZATION: Royal City Royalfest EVENT: Royal City Summerfest AMOUNT: $ 8,000.00 Signed this day of �/ , 2025 ATT ST: XF Barb ra Vasquez, A f t . Board Approved as to form: GRANT COUNTY BOARD OF CO Chair COMMISSIONERS Cindy Carted Vice Chair Kevin Burge ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-283 ivzg�� "Mkk LTAC GRANT #: 2026-004 EVENT: Day at the Lake, Youth Fishing Tournament ORGANIZATION: Day at the Lake 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 Day at the Lake 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 ltac(agrantcountywa. _ 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. 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 151h 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. 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. 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: Sion e �,. Y , v n�n Printed aims / Position I i� I P50 Date COUNTY APPROVAL: �y Signed this day of ST: ORGANIZATION: Day at the Lake EVENT: Day at the Lake Youth Fishing Tournament AMOUNT: $ 29000.00 BarbAra �. Vasquez, oClrVof&e Board Approved as to form: 2025 GRANT COUNTY BOARD OF COLS` OMMIS S IONERS Or%Jo es, Ch 'r 1 r4 � I I II Cindy Ca er, Vice Chair Kevin Burges , ember - / ' j7 - �� d-5--' Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-284 LTAC GRANT #: 2026-040 EVENT: The Complete Works of William Shakespeare ORGANIZATION: Masquers Theater of Grant County AMOUNT: $4,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Masquers Theater of Grant County 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- Advisoly-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. 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 $4,000.00 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. �Vg -ff PJM-517 r 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. 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 Attorneys Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its reasonable attorney's fees and costs of such litigation (including expert witness fees). 20. ]Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 21. Anti -kickback. No officer or employee of the County, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted, or granted a present or future gift, favor, service, or other thing of value from any person with an interest in this Agreement. 22. Severability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ,S _d' r 6*4_1 t6 amelPo 7 -1 01 ate COUNTY APPROVAL: ORGANIZATION: Masquers Theater of Grant County EVENT: The Complete Works of William Shakespeare AMOUNT: $ 4,000.00 Signed this / _;�' day of 2025 EST: B 'b a J. -Vasquez, elf Board Approved as to form: GRANT COUNTY BOARD OF COUNTY COMMISSIONERS K,44�1 Kevin Burgess ember Date Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-285 LTAC GRANT #: 2026-041 EVENT: Around the World in 80 Days ORGANIZATION: Masquers Theater of Grant County AMOUNT: $4,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Masquers Theater of Grant County 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 ing_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. 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 $4,000.00 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 151h 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. 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. 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. Coniidentiali. 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: Si Here_ (Its ririedN,Poston date COUNTY APPROVAL: ORGANIZATION: Masquers Theater of Grant County EVENT: Around the World in 80 Days �' q I AMOUNT: $ 4,000.00 Signed this day of 2025 g Y ? GRANT COUNTY BOARD OF COUNTY COMMISSIONERS b Chaff Cindy Carte , Vice Chair 1-�-'e� /- at2...'4� - Kevin Burgess, Mirmber rd Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-286 M I N [A I I ON I ... KiK�� t LTAC GRANT #: 2026-042 EVENT: The Trip to Bountiful ORGANIZATION: Masquers Theater of Grant County AMOUNT: $4,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Masquers Theater of Grant County 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-ing-Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltac a,grantcountMa.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. 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 $4,000.00 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 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. 13. Indemnification and Mold 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. 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: "2, 'at6 COUNTY APPROVAL: ORGANIZATION: Masquers Theater of Grant County EVENT: The Trip to Bountiful J'�:'44 2— AMOUNT: $ 4,000.00 Signed this day of.../ 2025 GRANT COUNTY BOARD OF COUN-TY COMMISSIONERS Cindy CarterL Vice Chair Kevin Burgess, Wd*�ber Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney K25-287 WTI' ff Ikut LTAC GRANT #: 2026-043 EVENT: Holiday Show TBD ORGANIZATION: Masquers Theater of Grant County AMOUNT: $4,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Masquers Theater of Grant County 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-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltacg grantcountywa. - oovv. 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. 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 $4,000.00 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. 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. 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. Seyerability0 If any section, sentence, clause, or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause, or phrase of this Agreement. GRANT COUNTY TOURISM PROMOTION AGREEMENT ENTITY APPROVAL: ORGANIZATION: Masquers Theater of Grant County i 11ere EVENT: Holiday Show TBD ri W"N7 1?6s on Z.- AMOUNT: $ 49000900 date COUNTY APPROVAL. Signed this L6 day of 92025 ATTEST: Zz Bar ar J. Vasquez, ele t and Approved as to form: GRANT COUNTY BOARD OF COUNTY COMMISSIONERS Kevin Burgess, Idember Date Barbara G. Duerbeck, WSBA 453946 Grant County Civil Deputy Prosecuting Attorney K25-288 I I A 9 relm N I a_ N 9 LTAC GRANT #: 2026-044 EVENT: Fall Musical TBD ORGANIZATION: Masquers Theater of Grant County AMOUNT: $4,000.00 THIS AGREEMENT is made by and between Grant County, a non -charter County of the State of Washington, hereinafter referred to as "County," and Masquers Theater of Grant County 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 _inn -Tax- Advisory-Committee-LTAC-Logo. Copies of the logo may also be requested by contacting LTAC by email at ltacA 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. 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 $4,000.00 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. 3010 k1l W 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. 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: sr; F$1�`JHere- (22 WdWa - ORGANIZATION: Masquers Theater of Grant County EVENT: Fall Musical TBD AMOUNT*. $ 49000,00 COUNTY APPROVAL: Signed this day of 92025 GRANT COUNTY BOARD OF COUNTY COMMISSIONERS Cindy Carter, Vice Chair . 1�-14� /,.- ?.Oh Kevin Burgess, 1ember ST: a J. Vasquez, B baba of th? oard Date Approved as to form: Barbara G. Duerbeck, WSBA #53946 Grant County Civil Deputy Prosecuting Attorney