HomeMy WebLinkAboutAgreements/Contracts - FairgroundsK25-290
GRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: Fairgrounds
REQUEST SUBMITTED BY- Jim MCKIG't"tlatl
CONTACT PERSON ATTENDING ROUNDTABLE:Jim MCKI@1'11r`atl
CONFIDENTIAL INFORMATION: E]YES, @NO
DATE: 12/10/25
PHONE: 509-237-2672
— ---------
CHECK ALL
THAT APPLY)
IRAgreement Contract
OAP Vouchers
C-Appointment Reappointment
DARPA Related
R Bids / RFPs / Quotes Award
0Bid Opening Scheduled
E]Boards / Committees
0Budget
ElComputer Related
LiCounty Code
-F-'jEmergency Purchase
El Employee Rel,
ElFacilities Related
FlFinancial
ElFunds
01-learing
0 Invoices / Purchase Orders
OGrants — Fed/State/County
ri-1LeasesEIMOA
/ MOU
l mutes
0Ordinances
[]Out of State Travel
El Petty Cash
ElPolicies
El Proclamations
0 Request for Purchase
0 Resolution
El Recommendation
C]Professional Serv/Consultant
E]Support Letter
f7lSurplus Req,
E]Tax Levies
0Thank You's
E]Tax Title Property
IEIWSLCB
--- - ---------- - he
f --qr y co
n
Tm, st et
Please memorialize the attached addendum to our existing contract with Placer Al to allow all tourism
related county staff to access the software, This includes tourism, LTAC, BOCC and Fairgrounds.
The original contract was reviewed by legal and was signed as sole source. Funding for the $37,000
contract is as follows: $7,000 from Fairgrounds advertising, $2,000 from Central Services and $28,000 from tourism
If necessary, was this document reviewed by accounting? F-1 YES 101 N 0 lig N/A
If necessary, was this document reviewed by legal? 171 YES R NO * N/A
DATE OF ACTION: ray `� � �' DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
Kie 0
D1:
D2:
D3:
WITHDRAWN:
4/23/24
LAMM
wr
Placer.ai
PLACER LABS, INC.
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
This Assignment, Assumption and Amendment Agreement (this "'Antendinent and Assignment"} is dated
as of December 1, 2025 (the "Amendment Date") and is by and among Placer Labs Inc., a Delaware
corporation ("Placer"),, Grant County Fair and Fairgrounds ("Fairgrotinds"), and Grant County,
Washington ("Coitntv").
RECITALS
XVUEREAS, Placer and Fairgrounds are parties to that certain Order Form and License Agreement
made as of December 12, 2023 (together with any other prior amendments thereto, the "Agreement'). Any
L--
capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.
VIVHEREAS, Placer, Fairgrounds, and County wish to enter into this Amendment and Assignment
for the purpose of (i) transferring the rights and obligations of Fairgrounds under the Agreement to County,,
effective as of December 1025 (the "Assignmenf), and (ii) amending the Agrreement in accordance with
the terms of this Amendment and Assi2nnient.
NOW, THEREFORE, in consideration of the mutual. agreements, covenants and considerations
contained herein, the parties hereto agree as follows:
AGREEMENT
1. ASSIGNMENT AND ASSUMPTION. Effective as of December 1, 2025:
a. Fairgrounds hereby conveys, transfers and assigns to County all of Fairgrounds's rights
and obligations under the Agreement, as hereby amended (the "Assignment).
b. County hereby assumes the rights and agrees to perform the obligations of Fairgrounds
under the Agreement, as hereby amended.
2.
CONSENT TO ASSIGN MENT. Placer hereby consents to the Assignment.
3. ArVIENDMENT TO AGREEMENT, Effective as of the Renewal Date:
a) The Term of the Order Fon-n will be renewed for 12 months starting December 12, 2025
("'Renewal Date").
b) Starting on the Renewal Date, the Annual License Fee will increase to $37,000.
c) Accordinaly, Customer will receive an invoice for this upcoming Additional Tenn on the
Z)
Renewal Date.
d) Starting on the Renewal Date, CustomeCs access to the Services will be limited to members 16
of the following departments:
Placer.Ally
i
PLACER LABS, ITC.
a. Tourism
b. County Fairgrounds
e) Esri .Basemaps is enabled on the Placer Platform. The Esri Baseniaps product is subject to the
Additional Terms for the Esri Basemaps Enabled Platform listed below.
Additional Terms For the Esri Basemaps Enabled Platform. Customer hereby acknowledges
and agrees that access to and use of the Esri Basemaps features in the Placer Platform,- is subject to
the following supplemental Terms and Conditions (the "Supplemental T&Cs"). Customer
acknowledges and agrees that the Supplemental T&Cs shall specifically modify, amend and
supersede any contrary terms or conditions in this Order Form or the Agreement.
Supplemental T&Cs.
1. Customer hereby disclaims, to the extent permitted by applicable law, Environmental
Systems Research Institute, Inc.'s ("Esri") and its licensors' liability for any damages or
loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from
the use of the Placer Platform or its components or output therefrom including, but not
limited to, liability for use of the Placer Platform or its components or output therefrom in
high -risk activities or liability related to any data supplied by Esri.
Customer hereby agrees that., at the time of termination of use of the Placer Platform, it
shall delete or destroy all elements of data derived from the Placer Platform, or its
components; provided how -ever, that Customer shall not be required to immediately purge
from its hard -copy, electronic or email files any such data which are contained in such files
for so long as such data is (i) solely retained for ordinary corporate systems back-up, legal
or regulatory purposes, (ii) not used for any commercial purposes or monetized in any
manner and (iii) ultimately deleted in accordance with its data retention policy.
3. Customer hereby agrees that it shall comply fully with all relevant export control and trade
sanctions laws and re�rulations of the United States, %_1 including, but not limited to., the Export
Administration Regulations (EAR), including prohibited end users and end uses as
4"--
referenced in Part 744 of the EAR and all of its relevant supplements including Supplement
No. 4 to Part 44 of the EAR
(11-ttps:Hw-vvw.bis.doc.ov/index.,oh,p/documeiits/re ila.tions-docs/2343-pA.rt-744-control-
volicv-end-user-and-en.d-use-based-2/file
and httl2s:Hwwrw.bis.doc.g�ov/index.php/docui.,nents/reaulati,ons-does/2347-744,-stipp-4-
�/file)- International Traffic in Arms Regulations (ITAR); and the United States
Z-_
Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and it shall
ensure that the Placer Platform, Placer Data and/or any component or output therefrom is
not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in
violation of any United States export control and trade sanctions laws and regulations.
When applicable, Customer shall provide Placer with information about its export and
distribution activities as may be required for Placer and Esri to meet their respective
obligations under the United States export control and trade sanctions laws and regulations,
1=15
--Amlp-
Placer.ins
a*l
PLACER LABS, INC.
4. Customer hereby agrees that it shall not remove or obscure any patent, copyright,
trademark, proprietary rights notices, or legends contained in or affixed to the Placer
Platform, any component thereof, any data supplied by Esri, output, metadata file, or online
or hard -copy attribution page of any data supplied by Esri with respect to the Placer.
Platform and/or any component thereof.
5. Customer hereby acknowledges and agrees that Esri and its licensors do not warrant that
any data supplied by Esri or its licensors or in the Placer Platform andilor any component
thereof will meet its needs or expectations; that the use of the Placer Platform, any
component thereof, any data supplied by Esri or its licensors will be uninterrupted; or that
all nonconformities, can or will be corrected. Esri and its licensors are not inviting reliance
on any data supplied by Esri or its licensors in the Placer Platform and/or any component
thereof, and Customer should always verify actual data supplied by Esri or its licensors in
the Placer Platform and/or any component thereof. Any warranty offered by Placer for the
Placer Platform, any component or output therefrom and1or any data supplied by Esri or its
licensors shall only apply between Placer and Customer. Esri and its licensors do not offer
any warranties or indemnities to Customer for the Placer Platform, any component thereof
and/or any data supplied by Esri.
6. Customer hereby agrees that it shall not store, or cache, for the purposes of redistributing,
or sublicensing content or otherwise using the Placer Platform and/or any component or
output therefrom in violation of Esri's or a third-party's rights, including intellectual
property rights, privacy rights,, nondiscrimination laws, export laws. or any other applic 4= I able
laws or regulations.
In all other respects, the Order Form shall remain in full force and effect.
4. MISCELLANEOUS..
a. Full Power and Authority. Each of Fairgrounds and County represents and warrants to
Placer each other that (i) such party has the full right, power and authority to execute and deliver this
Amendment and Assignment, and (ii) this Amendment and Assignment has been duly executed and
delivered by such party and constitutes the legal, valid and binding obligation of such party enforceable in
accordance with its teens.
b. Effect of Agreement -This Amendment and Assigiunent shall become effective as of
December 1, 2_025. Except as modified by the terms of this Amendment and Assi&quuent, the ten-ns and
provisions of the Agreement shall remain in full force and effect. Other than as stated herein this
Amendment and Assignment shall not operate as a waiver of any condition or obligation imposed on the
parties under the Agreement. In the event of any conflict, inconsistency, or incongruity between any
provision of this Amendment and Assignment and any provision of the Agreement, the provisions of this
Amendment and Assignment shall govern and control. This Amendment and Assignment shall not be
changed or modified orally, but only by an instrument in writing signed by the parties hereto.
C_�
c. Counterparts. This Agreement may be executed in several I counterparts, each of which
shall constitute an original and all of which, when taken together, shall constitute one instrument,
PLACER LABS, INC.
'lacer Labs Inc.
By:
Name. -
Title:
Grant ounty Fair and Fairgrounds
1YY(:
� e*.
Grant County, Washington
Digitally signed by Tom Gaines
DN: C=US,
E=tgaines@grantcountywa.gov,
O=Grant County WA,
OU=Administrator, CN=Tom
Gaines
Location: Grant County
Courthouse
Reason: I am approving this
document
Contact Info: 509-754-6085
Date: 2025.12.10 09:04:11-08'00'
. Outlook
Placer Al
From Tom Gaines <tgaines@grantcountywa.gov>
Date Wed 12/10/2025 9:35 AM
To BOCC Consent<bocc-consent@grantcountywa.gov>
The Placer Al contract was discussed multiple times during the week of the 8th. The
conversation was not so much about approving it as about how the cost would be split among
the various entities using it. I was asked if I had $2,000 to contribute towards it, and after
researching and confirming I had the funds, I asked the Chair, with other members present, and
he stated we would be okay to sign the contract.
This morning, Jim McKiernan informed me that the contract must be signed by the 12th to
receive the discount. Usually, a few days shouldn't matter, but Jim expressed urgency as we
would lose a discount. I called the chair and asked if I could sign the contract and have Jim
McKiernan make his consent request a memorialization of the event instead, and I was told yes,
that would be ok.
Jim sent me the documents, and I signed them. I would like to offer this additional context for
the Clerk of the Board for clarity.
Tom Gaines
County Administrator (1)
Grant County, WA
tgaines@ ranteountywa.gov
509-754-2011 Fxt 3276
509-237-2920 (mobile)
Serve the Public, Be Exceptional, Enjoy Life