HomeMy WebLinkAboutNorth Mason Chamber of Commerce MC Contract#19-088
MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
2020 NORTH MASON CHAMBER OF COMMERCE VISITOR INFORMATION CENTER SERVICES
THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as
"COUNTY"and North Mason Chamber of Commerce, hereinafter referred to as"CONTRACTOR."
RECITALS:
WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Visitor Information
Center services in Mason County; and
WHEREAS, CONTRACTOR warrants that it is qualified and competent to render the services.
NOW, THEREFORE, for and in consideration of the CONTRACT made, and the payments to be made by
COUNTY, the parties agree to the following:
Special Conditions
Funding Source: Lodging Tax Fund(#164)
Invoices: CONTRACTOR shall invoice the Visitor Information Center services.
Treatment of Assets. Ownership of all property/equipment purchased with lodging tax funds shall be
owned by Mason County. The CONTRACTOR shall surrender to the COUNTY all property of the COUNTY
within thirty days after termination or completion of this Contract unless mutually agreed up on by the parties.
A detailed inventory shall be maintained by the CONTRACTOR and reported to the County by December 31,
2020.
Reporting Requirements: CONTRACTOR shall submit quarterly to the COUNTY a Visitor Information
Services Progress Report that shall include but not be limited to the following information: Number of hours
of operation for the quarter; Number of visitors served in person, by phone and through mail and email
communication; Number of visitors served by location of origin; CHAMBER website traffic analysis, to
include: Page views and duration, new versus returning website visitors and number of links activated to
www.ex lorehoodcanal.com. CONTRACTOR will fulfill reporting requirements as defined in Revised Code of
Washington RCW 67.28.1816(2)(c)(i).
General Conditions
Scope of Services:
The CONTRACTOR agrees to provide to COUNTY the services and any materials as set forth as identified
in"Exhibit A Scope-of-Services,"during the CONTRACT period. No material, labor or facilities will be
furnished by the COUNTY, unless otherwise provided for in the CONTRACT.
Term:
This a one-year CONTRACT for the period of January 1, 2020—December 31, 2020 with an option to
renew for one additional year. Services provided by CONTRACTOR prior to or after the term of this
CONTRACT shall be performed at the expense of CONTRACTOR and are not compensable under this
CONTRACT unless both parties hereto agree to such provision in writing.
Compensation:
2020 CONTRACT is$40,600.
The total funding available in 2021 for Visitor Information Centers is up to 30% of County lodging tax
revenues collected in 2019. The Lodging Tax Advisory Committee shall make a recommendation to the
Mason County Commissioners on the actual 2021 contract award if and when the contract is extended.
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Accounting and Payment for CONTRACTOR Services:
Payment to the CONTRACTOR for services rendered under this CONTRACT shall be in accordance with
RCW 67.28.1816 and set forth In"Exhibit B Compensation". Invoices shall be submitted for services
performed in accordance with the Scope of Work. Acceptable invoices will be processed within 30 days of
receipt.
Unless specifically stated in Exhibit"B"or approved in writing in advance by the official executing this
CONTRACT for the COUNTY or his designee(hereinafter referred to as the"Administrative Officer")the
COUNTY will not reimburse the CONTRACTOR for any costs or expenses incurred by the CONTRACTOR
in the performance of this CONTRACT.
The COUNTY or his designee(hereinafter referred to as the"Administrative Officer")will reimburse the
CONTRACTOR for any costs or expenses incurred by the CONTRACTOR in the performance of this
CONTRACT.
Taxes:
CONTRACTOR understands and acknowledges that the COUNTY will not withhold Federal or State income
taxes. Where required by State or Federal law, the CONTRACTOR authorizes the COUNTY to withhold for
any taxes other than income taxes(i.e., Medicare). All compensation received by the CONTRACTOR will be
reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable
IRS regulations. It is the responsibility of the CONTRACTOR to make the necessary estimated tax
payments throughout the year, if any, and the CONTRACTOR is solely liable for any tax obligation arising
from the CONTRACTOR's performance of this CONTRACT. The CONTRACTOR hereby agrees to
indemnify the COUNTY against any demand to pay taxes arising from the CONTRACTOR's failure to pay
taxes on compensation earned pursuant to this CONTRACT.
COUNTY will pay sales and use taxes imposed on goods or services acquired hereunder as required by law.
The CONTRACTOR must pay all other taxes, including, but not limited to, Business and Occupation Tax,
taxes based on the CONTRACTOR's gross or net income, or personal property to which the COUNTY does
not hold title. COUNTY is exempt from Federal Excise Tax.
Withholding Payment:
In the event the CONTRACTOR has failed to perform any obligation under this CONTRACT within the times
set forth in this CONTRACT, then the COUNTY may, upon written notice,withhold from amounts otherwise
due and payable to CONTRACTOR,without penalty, until such failure to perform is cured or otherwise
adjudicated. Withholding under this clause shall not be deemed a breach entitling CONTRACTOR to
termination or damages, provided that the COUNTY promptly gives notice in writing to the CONTRACTOR of
the nature of the default or failure to perform, and in no case more than 10 days after it determines to
withhold amounts otherwise due. A determination of the Administrative Officer set forth in a notice to the
CONTRACTOR of the action required and/or the amount required to cure any alleged failure to perform shall
be deemed conclusive, except to the extent that the CONTRACTOR acts within the times and in strict accord
with the provisions of the Disputes clause of this CONTRACT. The COUNTY may act in accordance with
any determination of the Administrative Officer which has become conclusive under this clause,without
prejudice to any other remedy under the CONTRACT,to take all or any of the following actions:(1)cure any
failure or default, (2)to pay any amount so required to be paid and to charge the same to the account of the
CONTRACTOR,(3)to set off any amount so paid or incurred from amounts due or to become due the
CONTRACTOR. In the event the CONTRACTOR obtains relief upon a claim under the Disputes clause, no
penalty or damages shall accrue to CONTRACTOR by reason of good faith withholding by the COUNTY
under this clause.
Labor Standards:
CONTRACTOR agrees to comply with all applicable state and federal requirements, including but not limited
to those pertaining to payment of wages and working conditions, in accordance with RCW 39.12.040,the
Prevailing Wage Act;the Americans with Disabilities Act of 1990;the Davis-Bacon Act; and the Contract
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Work Hours and Safety Standards Act providing for weekly payment of prevailing wages, minimum overtime
pay, and providing that no laborer or mechanic shall be required to work in surroundings or under conditions
which are unsanitary, hazardous,or dangerous to health and safety as determined by regulations
promulgated by the Federal Secretary of Labor and/or the State of Washington.
Independent Contractor:
CONTRACTOR'S services shall be furnished by the CONTRACTOR as an independent CONTRACTOR,
and nothing herein contained shall be construed to create a relationship of employer-employee. All
payments made hereunder and all services performed shall be made and performed pursuant to this
CONTRACT by the CONTRACTOR as an independent contractor.
CONTRACTOR acknowledges that the entire compensation for this CONTRACT is specified in Exhibit"B"
and the CONTRACTOR is not entitled to any benefits including, but not limited to:vacation pay, holiday pay,
sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to
employees of the COUNTY. The CONTRACTOR represents that he/she/it maintains a separate place of
business, serves clients other than the COUNTY,will report all income and expense accrued under this
CONTRACT to the Internal Revenue Service, and has a tax account with the State of Washington
Department of Revenue for payment of all sales and use and Business and Occupation taxes collected by
the State of Washington.
CONTRACTOR will defend, indemnify and hold harmless the COUNTY, its officers,agents or employees
from any loss or expense, including, but not limited to, settlements,judgments, setoffs, attorneys'fees or
costs incurred by reason of claims or demands because of breach of the provisions of this paragraph.
Assignment and Subcontracting:
The performance of all activities contemplated by this CONTRACT shall be accomplished by
CONTRACTOR. No portion of this CONTRACT may be assigned or subcontracted to any other Individual,
firm or entity without the express and prior written approval of the COUNTY.
No Guarantee of Employment:
The performance of all or part of this CONTRACT by the CONTRACTOR shall not operate to vest any
employment rights whatsoever and shall not be deemed to guarantee any employment of CONTRACTOR or
any employee of CONTRACTOR or any sub-contractor or any employee of any sub-contractor by the
COUNTY at the present time or in the future.
Conflict of Interest:
If at any time prior to commencement of, or during the term of this CONTRACT, CONTRACTOR or any of its
employees involved in the performance of this CONTRACT shall have or develop an interest in the subject
matter of this CONTRACT that is potentially in conflict with the COUNTY's interest, then CONTRACTOR
shall immediately notify COUNTY of the same. The notification of COUNTY shall be made with sufficient
specificity to enable COUNTY to make an informed judgment as to whether or not COUNTY's interest may
be compromised in any manner by the existence of the conflict, actual or potential. Thereafter, COUNTY
may require CONTRACTOR to take reasonable steps to remove the conflict of interest.COUNTY may also
terminate this CONTRACT according to the provisions herein for termination.
Non-Discrimination in Employment:
COUNTY's policy is to provide equal opportunity in all terms, conditions and privileges of employment for all
qualified applicants and employees without regard to race, color, creed, religion, national origin, sex, sexual
orientation,age, marital status, disability, or veteran status. CONTRACTOR shall comply with all laws
prohibiting discrimination against any employee or applicant for employment on the grounds of race, color,
creed, religion, national origin, sex, sexual orientation, age, marital status,disability, or veteran status,
except where such constitutes a bona fide occupational qualification.
Furthermore, in those cases in which CONTRACTOR is governed by such laws,CONTRACTOR shall take
affirmative action to insure that applicants are employed, and treated during employment, without regard to
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their race, color, creed, religion, national origin, sex, age, marital status, sexual orientation, disability, or
veteran status, except where such constitutes a bona fide occupational qualification. Such action shall
include, but not be limited to:advertising, hiring, promotions, layoffs or terminations, rate of pay or other
forms of compensation benefits, selection for training including apprenticeship, and participation in
recreational and educational activities. In all solicitations or advertisements for employees placed by them or
on their behalf, CONTRACTOR shall state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex or national origin.
The foregoing provisions shall also be binding upon any sub-contractor, provided that the foregoing provision
shall not apply to contracts or sub-contractors for standard commercial supplies or raw materials, or to sole
proprietorships with no employees.
Non-Discrimination in Client Services:
CONTRACTOR shall not discriminate on the grounds of race, color, creed, religion, national origin, sex, age,
marital status, sexual orientation,disability, or veteran status;or deny an individual or business any service
or benefits under this CONTRACT; or subject an individual or business to segregation or separate treatment
in any manner related to his/her/its receipt any service or services or other benefits provided under this
CONTRACT; or deny an individual or business an opportunity to participate in any program provided by this
CONTRACT.
Waiver of Noncompetition:
CONTRACTOR irrevocably waives any existing rights which it may have, by contract or otherwise, to require
another person or corporation to refrain from submitting a proposal to or performing work or providing
supplies to the COUNTY,and CONTRACTOR further promises that it will not in the future, directly or
indirectly, induce or solicit any person or corporation to refrain from submitting a bid or proposal to or from
performing work or providing supplies to the COUNTY.
Ownership of Items Produced:
All writings, programs,data, public records or other materials prepared by CONTRACTOR and/or its
consultants or sub-contractors, in connection with performance of this CONTRACT,shall be the sole and
absolute property of COUNTY.
Work Product:
CONTRACTOR will provide COUNTY with all work product and source documents used and/or produced by
the CONTRACTOR including plans, data, maps(digital and paper), reports, photos,videos, marketing
media, client e-mails, access to analytical accounts, and art work within 30 days after termination or
completion of this CONTRACT unless mutually agreed up on by the parties. All work product shall belong to
the COUNTY.
Patent/Copyright Infringement:
CONTRACTOR will defend and indemnify COUNTY from any claimed action,cause or demand brought
against COUNTY, to the extent such action is based on the claim that information supplied by the
CONTRACTOR infringes any patent or copyright. CONTRACTOR will pay those costs and damages
attributable to any such claims that are finally awarded against COUNTY in any action. Such defense and
payments are conditioned upon the following:
A. CONTRACTOR shall be notified promptly in writing by COUNTY of any notice of such claim.
B. CONTRACTOR shall have the right, hereunder,at its option and expense,to obtain for COUNTY the right
to continue using the information in the event such claim of infringement is made provided no reduction in
performance or loss results to COUNTY.
Confidentiality:
CONTRACTOR, Its employees, sub-contractors, and their employees shall maintain the confidentiality of all
information provided by COUNTY or acquired by CONTRACTOR in performance of this CONTRACT, except
upon the prior written consent of the COUNTY or an order entered by a court after having acquired
jurisdiction over COUNTY. CONTRACTOR shall immediately give to COUNTY notice of any judicial
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proceeding seeking disclosure of such information. CONTRACTOR shall indemnify and hold harmless
COUNTY, its officials, agents or employees from all loss or expense, including, but not limited to,
settlements,judgments, setoffs,attorneys'fees and costs resulting from CONTRACTOR's breach of this
provision.
Right to Review:
This CONTRACT is subject to review by any Federal, State or COUNTY auditor. COUNTY or its designee
shall have the right to review and monitor the financial and service components of this program by whatever
means are deemed expedient by the Administrative Officer or by COUNTY's Auditor's Office. Such review
may occur with or without notice and may include, but is not limited to, on-site inspection by COUNTY agents
or employees, inspection of all records or other materials which COUNTY deems pertinent to the
CONTRACT and its performance, and any and all communications with or evaluations by service recipients
under this CONTRACT. CONTRACTOR shall preserve and maintain all financial records and records
relating to the performance of work under this CONTRACT for six(6)years after CONTRACT termination,
and shall make them available for such review,within Mason County,State of Washington, upon request.
CONTRACTOR also agrees to notify the Administrative Officer in advance of any inspections, audits,or
program review by any individual, agency, or governmental unit whose purpose is to review the services
provided within the terms of this CONTRACT. If no advance notice is given to CONTRACTOR,then
CONTRACTOR agrees to notify the Administrative Officer as soon as it is practical.
Insurance Requirements:
CONTRACTOR is required to provide insurance as detailed and stipulated in"EXHIBIT C Insurance
Requirements."
Proof of Insurance:
A certificate of insurance is attached hereto as"Exhibit D Certificate of Insurance."
Industrial Insurance Waiver:
With respect to the performance of this CONTRACT and as to claims against COUNTY, its officers,agents
and employees,CONTRACTOR expressly waives its immunity under Title 51 of the Revised Code of
Washington, the Industrial Insurance Act,for injuries to its employees and agrees that the obligations to
indemnify,defend and hold harmless provided in this CONTRACT extend to any claim brought by or on
behalf of any employee of CONTRACTOR. This waiver is mutually negotiated by the parties to this
CONTRACT.
CONTRACTOR Commitments,Warranties and Representations:
Any written commitment received from CONTRACTOR concerning this CONTRACT shall be binding upon
CONTRACTOR, unless otherwise specifically provided herein with reference to this paragraph. Failure of
CONTRACTOR to fulfill such a commitment shall render CONTRACTOR liable for damages to COUNTY. A
commitment includes, but is not limited to, any representation made prior to execution of this CONTRACT,
whether or not incorporated elsewhere herein by reference, as to performance of services or equipment,
prices or options for future acquisition to remain in effect for a fixed period, or warranties.
Defense and Indemnity Contract:
Indemnification by CONTRACTOR. To the fullest extent permitted by law, CONTRACTOR agrees to
indemnify, defend and hold COUNTY and its departments, elected and appointed officials, employees,
agents and volunteers, harmless from and against any and all claims, damages, losses and expenses,
including but not limited to court costs, attomey's fees and alternative dispute resolution costs,for any
personal injury,for any bodily injury, sickness,disease or death and for any damage to or destruction of any
property(including the loss of use resulting therefrom)which 1)are caused in whole or in part by any act or
omission, negligent or otherwise, of the CONTRACTOR, its employees, agents or volunteers or
CONTRACTOR's subcontractors and their empioyees, agents or volunteers;or 2)are directly or indirectly
arising out of, resulting from,or in connection with performance of this CONTRACT; or 3)are based upon
CONTRACTOR's or its subcontractors'use of, presence upon or proximity to the property of COUNTY. This
indemnification obligation of CONTRACTOR shall not apply in the limited circumstance where the claim,
damage, loss or expense is caused by the sole negligence of COUNTY. This indemnification obligation of
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the CONTRACTOR shall not be limited in any way by the Washington State Industrial Insurance Act, RCW
Title 51, or by application of any other workmen's compensation act, disability benefit act or other employee
benefit act, and the CONTRACTOR hereby expressly waives any immunity afforded by such acts. The
foregoing indemnification obligations of the CONTRACTOR re a material inducement to COUNTY to enter
into this CONTRACT,are reflected in CONTRACTOR's co h sensation, and have been mutually negotiated
by the parties. 1 '
Provider's initials acknowledging indemnity term
Participation by County—No Waiver. COUNTY reserves the right, but not the obligation,to participate in the
defense of any claim,damages, losses or expenses and such participation shall not constitute a waiver of
CONTRACTOR's indemnity obligations under this CONTRACT.
Survival of CONTRACTOR's Indemnity Obligations. CONTRACTOR agrees all CONTRACTOR's indemnity
obligations shall survive the completion, expiration or termination of this CONTRACT.
Indemnity by Subcontractors. In the event the CONTRACTOR enters into subcontracts to the extent allowed
under this CONTRACT, CONTRACTOR's subcontractors shall indemnify the COUNTY on a basis equal to
or exceeding CONTRACTOR's indemnity obligations to COUNTY.
E-Verify:
The E-Verify contractor program for Mason County applies to contracts of$100,000 or more and
subcontracts for$25,000 or more if the primary contract is for$100,000 or more. CONTRACTOR represents
and warrants that it will,for at least the duration of this CONTRACT, register and participate in the status
verification system for all newly hired employees.The term"employee"as used herein means any person
that is hired to perform work for Mason County. As used herein,"status verification system"means the
Illegal Immigration Reform and Immigration Responsibility Act of 1996 that is operated by the United States
Department of Homeland Security, also known as the E-Verify Program, or any other successor electronic
verification system replacing the E-Verify Program. CONTRACTOR agrees to maintain records of such
compliance and, upon request of the COUNTY, to provide a copy of each such verification to the COUNTY
CONTRACTOR further represents and warrants that any person assigned to perform services hereunder
meets the employment eligibility requirements of all immigration laws of the State of Washington.
CONTRACTOR understands and agrees that any breach of these warranties may subject CONTRACTOR to
the following: (a)termination of this CONTRACT and ineligibility for any Mason County Contract for up to
three(3)years,with notice of such cancellation/termination being made public. In the event of such
termination/cancellation, CONTRACTOR would also be liable for any additional costs incurred by the
COUNTY due to contract cancellation or loss of license or permit."CONTRACTOR will review and enroll in
the E-Verify program through this website:www.uscis.gov
Compliance with Applicable Laws, Rules and Regulations:
This CONTRACT shall be subject to all laws, rules, and regulations of the United States of America,the
State of Washington, political subdivisions of the State of Washington and Mason County. CONTRACTOR
also agrees to comply with applicable Federal, State, County or municipal standards for licensing,
certification and operation of facilities and programs, and accreditation and licensing of individuals.
Administration of Contract:
COUNTY hereby appoints, and CONTRACTOR hereby accepts,the Mason County Administrative Services
Manager and his or her designee, as COUNTY's representative, hereinafter referred to as the Administrative
Officer,for the purposes of administering the provisions of this CONTRACT, including COUNTY's right to
receive and act on all reports and documents, and any auditing performed by the COUNTY related to this
CONTRACT.
The Administrative Officer for purposes of this CONTRACT is:
Diane Zoren, Administrative Services Manager
411 North 5th Street
Shelton,WA 98584
Telephone(360)427-9670 ext. 747
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dlz@co.mason.wa.us
Contractor Contact Information:
North Mason County Chamber of Commerce
Stephanie Rowland, Executive Director
30 NE Romance Hill Rd, Suite 103, PO Box 416
Belfair, WA 98528
(360)275-4267; srowland northmasonchamber.com
Notice:
Except as set forth elsewhere in the CONTRACT,for all purposes under this CONTRACT except service of
process, notice shall be given by CONTRACTOR to COUNTY's Administrative Officer under this
CONTRACT. Notice to CONTRACTOR for all purposes under this CONTRACT shall be given to the
address provided by CONTRACTOR herein above in the"Contractor Information"section. Notice may be
given by delivery or by depositing in the U.S. mail.
Modifications:
Either party may request changes in the CONTRACT. Any and all agreed modifications, to be valid and
binding upon either party, shall be in writing and signed by both of the parties.
Termination for Default:
If CONTRACTOR defaults by failing to perform any of the obligations of the CONTRACT or becomes
insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for
the benefit of creditors, COUNTY may, by depositing written notice to CONTRACTOR in the U.S. mail,
terminate the CONTRACT, and at COUNTY's option, obtain performance of the work elsewhere. If the
CONTRACT is terminated for default, CONTRACTOR shall not be entitled to receive any further payments
under the CONTRACT until all work called for has been fully performed. Any extra cost or damage to
COUNTY resulting from such default(s)shall be deducted from any money due or coming due to
CONTRACTOR. CONTRACTOR shall bear any extra expenses incurred by COUNTY in completing the
work, including all increased costs for completing the work,and all damage sustained,or which may be
sustained by COUNTY by reason of such default.
If a notice of termination for default has been issued and it is later determined for any reason that
CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the notice
of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof.
Termination for Public Convenience:
COUNTY may terminate this CONTRACT in whole or in part whenever COUNTY determines, in its sole
discretion, that such termination is in the interests of COUNTY. Whenever the CONTRACT is terminated in
accordance with this paragraph, CONTRACTOR shall be entitled to payment for actual work performed in
compliance with Exhibit A Scope-of-Services and Exhibit B Compensation. An equitable adjustment in the
Contract price for partially completed items of work will be made, but such adjustment shall not include
provision for loss of anticipated profit on deleted or uncompleted work. Termination of this CONTRACT by
COUNTY at any time during the term, whether for default or convenience,shall not constitute breach of
CONTRACT by COUNTY.
Termination for Reduced Funding:
COUNTY may terminate this CONTRACT in whole or in part should COUNTY determine, in its sole
discretion, that such termination is necessary due to a decrease in available project funding including State
and/or Federal grants. Whenever the CONTRACT is terminated in accordance with this paragraph,the
CONTRACTOR shall be entitled to payment for actual work performed in compliance with Exhibit A Scope-
of-Services and Exhibit B Compensation.
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Disputes:
Differences between CONTRACTOR and COUNTY, arising under and by virtue of the CONTRACT
Documents, shall be brought to the attention of COUNTY at the earliest possible time in order that such
matters may be settled or other appropriate action promptly taken. Except for such objections as are made
of record in the manner hereinafter specified and within the time limits stated,the records, orders, rulings,
instructions, and decisions of the Administrative Officer shall be final and conclusive.
Notice of Potential Claims:
CONTRACTOR shall not be entitled to additional compensation which otherwise may be payable, or to
extension of time for(1)any act or failure to act by the Administrative Officer or COUNTY, or(2)the
happening of any event or occurrence, unless CONTRACTOR has given COUNTY a written Notice of
Potential Claim within ten(10)days of the commencement of the act,failure, or event giving rise to the claim,
and before final payment by COUNTY. The written Notice of Potential Claim shall set forth the reasons for
which CONTRACTOR believes additional compensation or extension of time is due,the nature of the cost
involved, and insofar as possible, the amount of the potential claim. CONTRACTOR shall keep full and
complete daily records of the work performed, labor and material used,and all costs and additional time
claimed to be additional.
Detailed Claim:
CONTRACTOR shall not be entitled to claim any such additional compensation, or extension of time, unless
within thirty(30)days of the accomplishment of the portion of the work from which the claim arose,and
before final payment by COUNTY, CONTRACTOR has given COUNTY a detailed written statement of each
element of cost or other compensation requested and of all elements of additional time required,and copies
of any supporting documents evidencing the amount or the extension of time claimed to be due.
Arbitration:
Other than claims for injunctive relief brought by a party hereto(which may be brought either in court or
pursuant to this arbitration provision),and consistent with the provisions hereinabove, any claim, dispute or
controversy between the parties under, arising out of,or related to this CONTRACT or otherwise, including
issues of specific performance, shall be determined by arbitration in Shelton, Washington, under the
applicable American Arbitration Association(AAA)rules in effect on the date hereof, as modified by this
CONTRACT. There shall be one arbitrator selected by the parties within ten(10)days of the arbitration
demand, or if not, by the AAA or any other group having similar credentials. Any issue about whether a
claim is covered by this CONTRACT shall be determined by the arbitrator. The arbitrator shall apply
substantive law and may award injunctive relief, equitable relief(including specific performance), or any
other remedy available from a judge, including expenses,costs and attorney fees to the prevailing party and
pre-award interest, but shall not have the power to award punitive damages. The decision of the arbitrator
shall be final and binding and an order confirming the award or judgment upon the award may be entered in
any court having jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and
exclusive remedy between them regarding any dispute presented or pled before the arbitrator. At the
request of either party made not later than forty-five(45)days after the arbitration demand,the parties agree
to submit the dispute to nonbinding mediation,which shall not delay the arbitration hearing date; provided,
that either party may decline to mediate and proceed with arbitration.
Venue and Choice of Law:
In the event that any litigation should arise concerning the construction or interpretation of any of the terms of
this CONTRACT, the venue of such action of litigation shall be in the courts of the State of Washington in
and for the County of Mason. Unless otherwise specified herein, this CONTRACT shall be governed by the
laws of Mason County and the State of Washington.
Severability:
If any term or condition of this CONTRACT or the application thereof to any person(s)or circumstances is
held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect
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without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT
are declared severable.
Waiver:
Waiver of any breach or condition of this CONTRACT shall not be deemed a waiver of any prior or
subsequent breach. No term or condition of this CONTRACT shall be held to be waived, modified or deleted
except by an instrument, in writing,signed by the parties hereto. The failure of COUNTY to insist upon strict
performance of any of the covenants of this CONTRACT,or to exercise any option herein conferred in any
one or more instances, shall not be construed to be a waiver or relinquishment of any such,or any other
covenants or contracts, but the same shall be and remain in full force and effect.
Order of Precedence:
A.Applicable federal,state and county statutes, regulations, policies, procedures,federal Office of
Management and Budget(OMB)circulars and federal and state executive orders.
B. Funding source agreement(s)including attachments
C.Special Conditions
D. General Conditions
Entire Contract:
This written CONTRACT,comprised of the Request for Proposals as published, Proposal as submitted,
writings signed or otherwise identified and attached hereto, represents the entire CONTRACT between the
parties and supersedes any prior oral statements,discussions or understandings between the parties.
IN WITNESS WHEREOF, COUNTY and CONTRACTOR have executed this CONTRACT as of the date
and year last written below.
NORTH MASON COUNTY BOARD OF COUNTY COMMISSIONERS
CHAMBER OF COM CE
SH ,WA MASON COUNTY,WASHINGTON
4.1 ► a•1
gtbphanie Row and, Executive ector Kevin Shutty, hair
Dated: S"--02$ O C 1 ( Dated: 9// 7//
APPROVED AS TO FORM:
Tim Whitehea ,
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EXHIBIT A
SCOPE OF SERVICES
2020 NORTH MASON COUNTY CHAMBER OF COMMERCE VISITOR INFORMATION CENTER
SERVICES
North Mason County Chamber of Commerce called"CONTRACTOR"will be responsible for providing the
following services as well as others as detailed throughout this CONTRACT.
CONTRACTOR will provide the following VISITOR INFORMATION CENTER services:
1. Maintain and operate visitor information services at the following locations: 30 NE Romance Hill
Road, Belfair,WA. Space dedicated to Visitor Information, 810. Hours of operation are 44 hours per
regular week,typically Monday—Friday 9:00 AM—5:00 PM; Saturday 9:00 AM—1:00 PM and
Union @ Hunter Farms,one 10 x 10 building. Hours of operation are Friday and Saturday, 11 am.—
6 p.m.; Sunday, noon to 5 p.m. May through October.
2. Provide information and direct assistance to visitors requesting information about area events, parks,
lodging,dining, retail and recreational services and opportunities available in Mason County.
Assistance and information shall be provided to walk-in visitors and via telephone, mail or
email/website inquiries.
3. Disseminate visitor information or relocation information materials via U.S. Priority Mail upon
request.
4. Provide for sale U.S. Forest Service and National Park Service area maps,Washington State Parks
Department Discover Passes in the North Mason Chamber of Commerce/Beffair Licensing Visitor
Information Center.
5. Provide regular volunteer and staff training to maintain knowledge of parks and attractions, lodging
opportunities and locations, area restaurants, recreational activities, special events and festivals and
accurate information about required permits and passes for accessing recreational opportunities.
6. Provide updated information about area events, lodging, dining and recreational experience
opportunities to County Tourism Marketing Contractor for inclusion on www.ex.dorehoodcanal.com.
7. Provide free Customer Service training for Mason County businesses—4 two-hour workshops.
8. Reprint, as needed, Mason County Padded Map, 50 pages per pad.
9. Focus on Visit Union Facebook and Instagram to drive tourism to Union
10. Provide quarterly reports that shall include but not be limited to the following information:
• Number of hours of operation for the quarter
• Number of visitors served in person, by phone and through mail and email communication.
• Number of visitors served by location of origin, identified served per RCW 67.28.1816 2(c)(i)
• Information and web content information provided in item(6)of Scope of Work.
• CONTRACTOR will fulfill reporting requirements as defined in Revised Code of Washington
RCW 67.28.1816(2)(c)(i). This information is due to the COUNTY no later than February
15 following the end of contract year.
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EXHIBIT B
COMPENSATION
The following costs,which are directly related to Visitor Information Center activities,are allowed for
Visitor Information Services:
Advertising
Supplies
Telephone
Postage
Association Fees&Education
Rent
Events &Programs
Utilities
Computers &Technology
Tourism Mileage
Wage Expense
Payroll Taxes
Training&Seminars
Contract Labor
Travel Expense
There shall be no payments made for repairs and maintenance.
CONTRACTOR shall invoice the Visitor Information services and invoices shall include at a minimum the
following information: Date, Service Billed, and Cost.
Invoices for Visitor Information Services shall not exceed$40,600 unless additional awards are made.
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EXHIBIT C
INSURANCE REQUIREMENTS
1.MINIMUM Insurance Requirements:
A.Commercial General Liability Insurance using Insurance Services Office°Commercial General Liability"
policy form CG 00 01,with an edition date prior to 2004,or the exact equivalent.Coverage for an additional
insured shall not be limited to Its vicarious liability.Defense costs must be paid in addition to limits. Limits
shall be no less than$1,000,000 per occurrence for all covered losses and no less than$2,000,000 general
aggregate.
B.Workers'Compensation on a state-approved policy form providing statutory benefits as required by law
with employer's liability limits no less than$1,000,000 per accident for all covered losses.
C.Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including owned, non-owned
and hired autos,or the exact equivalent. Limits shall be no less than$1,000,000 per accident,combined
single limit. If CONTRACTOR owns no vehicles,this requirement may be satisfied by a non-owned auto
endorsement to the general liability policy described above. If CONTRACTOR or CONTRACTOR's
employees will use personal autos in any way on this project,CONTRACTOR shall obtain evidence of
personal auto liability coverage for each such person.
D.Excess or Umbrella Liability Insurance(Over Primary)If used to meet limit requirements,shall provide
coverage at least as broad as specified for the underlying coverages.Such policy or policies shall include as
insureds those covered by the underlying policies,including additional insureds.Coverage shall be'pay on
behalf,with defense costs payable in addition to policy limits. There shall be no cross liability exclusion
precluding coverage for claims or suits by one insured against another.Coverage shall be applicable to
COUNTY for injury to employees of CONTRACTOR r, subcontractors or others involved in the Work.The
scope of coverage provided is subject to approval of COUNTY following receipt of proof of insurance as
required herein.
2.Certificate of Insurance:
A certificate of insurance is attached hereto as"Exhibit D Certificate of Insurance."
3.Basic Stipulations:
A. CONTRACTOR agrees to endorse third party liability coverage required herein to Include as additional
insureds COUNTY, its officials,employees and agents, using ISO endorsement CG 20 10 with an edition
date prior to 2004.[If this is a construction contract, ISO endorsement 20 37 also Is required.]
CONTRACTOR also agrees to require all contractors,subcontractors,and anyone else involved in this
CONTRACT on behalf of the CONTRACTOR(hereinafter"indemnifying parties")to comply with these
provisions.
B.CONTRACTOR agrees to waive rights of recovery against COUNTY regardless of the applicability of any
insurance proceeds,and to require all indemnifying parties to do likewise.
C.All insurance coverage maintained or procured by CONTRACTOR or required of others by
CONTRACTOR pursuant to this CONTRACT shall be endorsed to delete the subrogation condition as to
COUNTY,or must specifically allow the named insured to waive subrogation prior to a loss.
D.Alt coverage types and limits required are subject to approval, modification and additional requirements by
COUNTY.CONTRACTOR shall not make any reductions in scope or limits of coverage that may affect
COUNTY's protection without COUNTY's prior written consent.
E. Proof of compliance with these insurance requirements,consisting of endorsements and certificates of
insurance shall be delivered to COUNTY prior to the execution of this CONTRACT.If such proof of
Insurance is not delivered as required, or if such insurance is canceled at any time and no replacement
coverage is provided,COUNTY has the right,but not the duty,to obtain any insurance it deems necessary to
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protect its interests.Any premium so paid by COUNTY shall be charged to and promptly paid by
CONTRACTOR or deducted from sums due CONTRACTOR.
F.It is acknowledged by the parties of this CONTRACT that all insurance coverage required to be provided
by CONTRACTOR or indemnifying party, is intended to apply first and on a primary non-contributing basis in
relation to any other insurance or self-Insurance available to COUNTY.
G.CONTRACTOR agrees not to self-Insure or to use any self-insured retentions on any portion of the
insurance required herein and further agrees that it will not allow any indemnifying party to self-insure its
obligations to COUNTY. If CONTRACTOR'S existing coverage includes a self-insured retention,the self-
insured retention must be declared to the COUNTY.The COUNTY may review options with CONTRACTOR,
which may include reduction or elimination of the self-insured retention,substitution of other coverage,or
other solutions.
H.CONTRACTOR will renew the required coverage annually as long as COUNTY, or Its employees or
agents face an exposure from operations of any type pursuant to this CONTRACT.This obligation applies
whether or not the CONTRACT is canceled or terminated for any reason. Termination of this obligation is not
effective until COUNTY executes a written statement to that effect.
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'--•""1 NORTMA1 .' i1
A`ORO• CERTIFICATE OF LIABILITY INSURANCE °ATE(MMD°'YY"'
09/03/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,theADDITIONAL E- provisions o._ a
N SUBROGATION IS WAIVED,subject to this terms and conditions of theppolicy,�)certainhaw INSURED A St endorsed.OR
polJciss may require an endorsement. A statement on this certificate does not confer rlDfits to the certificate holder In lieu of such endoroentertts;,
PRCouCER =d26-3317 s F.Ladner
ARNOLD&SMITH INS AGENCY INC.
P.O.BOX L We E 0-426-3317 36 fa
SHELTON,WA 98504 �yy�� ' — _ .fa,Mei:
f Chris F.Ladner ��59;_
t _ ._.P> BI AFFORDA i COVERAGE ...... _NAM s
— _ IRU4*rR A LIBERTY NORTHWEST INSURANCE
•
R CHAM.OF COMMERCE INSURER e:
t.
.L A R, 98528 INSURER C i
INSURER o; {...._
INSURER e
MUM P:
COVERAGES CERTIFICATE NUMBER, REVISION NUMBER;.
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REOUIRBAENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDIIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PM)CLAIMS.
iF� TYPE OF INSURANCE met�Apt _. __._ 'POLICY err POLICY EXP _
Yam_ t Yk POLICY NUMBER :uHtoDlITTY' ATV'.'..• �_.�....... LEADS
A X COMMERCIAL GENERAL LIABILITY , 1,000,000
CLAIMS-MADE rxi occua X I iBKW5T810455 j 07/07/2019106/07/2020 a'u, E I i,000.O0b
——9 ..—......— MED Ole An m diman 15,800
PERSONAL I INJ
URY 1A00,00tt
GENL mar APPLIES PM: IGENERAL AGGREGATE ,;._, 2,000,006
1 POLICY n Loc i PRODUCTS-COMPAPAGG • 2,000,000
OTHER:
A AUTOMOBILE UA&L1TY COMBINED SINGLE MIT 1,000,00
.1 ANY AUTO -- /BAA57810455
OWNED SCHEDULED 08/07/2019 08/07/2020 PLn
IIRYLParpae«It $
h. 1 AUTOS ONLY ANUpTOS 1 I _BODILY INJURY i�ar ersMontJ S
(X A oNLY 1.1 AUfo ,"r�tB r(�°Ia,Eod tt?ALIAGE I i.
UMBRELLA LAB OCCUR EACH OCCXIR .E 3
,... EXCESS LIAR CLAIMS-MADE t — ..
AGGREGATE S
DEC r RETENTIONS
AN�Y IETOR/PARTNERIEXEC
x
tWORRERSCOMPENSATION
I -ppAND EMPLOYERS'
LUBILRY YJN _ PER
ISTATUE µ _
(hYFrelROP in NH)E%LLUDED7 1 NIA i .EL.EACH ACCIDBJI
( ,daecrD.under
,EL DISEASE.EAEI P.O►EE$
F*TpeN E.LP.S 5E-POLCYUMR.t .._—
I
DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES ACORD 101,Additional Romania Schedule,my M attached If moot apace la required)
MASON COUNTY,ITS OFFICERS EMPLOYEES AGENTS&MASON COUNTY COMMISSIONERS
TARE ADDITIONAL INSURED WHEN REQUIRED IN WRITTEN CONTRACT PER FORM CG 76 80
10 02.
F ATE HOLDER NCEj LA
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WU. BE DELIVERED IN
MASON COUNTY ACCORDANCE WITH THE POLICY PROVISIONS.
I 411 NORTH 5TH ST
I SHELTON,WA 98584 AUTHORIZED RCPRe5EMIATIVE
b T"_.lt*31T
ACORN 25(2016/03) 01988-2015 ACORD CORPORATION, A0 rights reserved.
The ACORD name and Togo are registered marks of ACORD
EXHIBIT D
CERTIFICATE OF INSURANCE
(Placebolder)
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