HomeMy WebLinkAboutShelton-Mason County Chamber of Commerce mC U\JWaC} A� 22- OCA-
MASON COUNTY
PROFESSIONAL SERVICES CONTRACT
2022 SHELTON-MASON COUNTY VISITOR INFORMATION CENTER SERVICES
This contract is made and entered into by and between Mason County, hereinafter referred to as"COUNTY"
and Shelton-Mason County Chamber of Commerce, hereinafter referred to as"CONTRACTOR."
RECITALS:
WHEREAS, COUNTY desires to retain a contractor to provide 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 COUNTY for 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, 2022.
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, new versus returning website visitors and number of links activated to
www.explorehoodcanal.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 as set forth 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 is a one-year CONTRACT for the period of January 1, 2022 —December 31, 2022 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:
The 2020 LTAC total revenue was$520,000. Contract for 2022 is 12.2% of that revenue, the contract dollar
amount equals$63,440. The total funding available in 2022 is County lodging tax revenues collected in
2020. The Lodging Tax Advisory Committee may make a recommendation to the Mason County
Commissioners to extend the contract and recommend contract terms.
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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 expensed as set forth in Exhibit B: Compensation. Repairs and maintenance are not an
allowed expense. Invoices shall be submitted for services performed in accordance with Exhibit A.
Acceptable invoices will be processed within 30 days of receipt. CONTRACTOR will notify COUNTY if
payment has not been received by the 21 st day of the month. Should COUNTY fail to make payment within
the 30 days, CONTRACTOR reserves the right to charge a late payment fee of up to five-percent(5%) of the
invoice total.
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 contract
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
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.
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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
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
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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.
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
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
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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, attorney'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 employees, 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
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 are a material inducement to COUNTY to enter
into this CONTRACT, are reflected in CONTRACTOR's compensation, and have been mutually negotiated
by the parties. Provider's initials acknowledging indemnity terms: .-"'`
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.
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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, Central Services Manager
411 North 51h Street
Shelton, WA 98584
Telephone (360)427-9670 ext. 747
dly�masoncountywa.gov
Contractor Contact Information:
Shelton-Mason County Chamber of Commerce
Heidi McCutcheon, Executive Director
PO Box 2389
215 West Railroad Avenue
Shelton, WA 98584
Telephone (360)426-2021
heidi@masonchamber.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.
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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 and Exhibit B. 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 and
Exhibit B.
Disputes:
Differences between the CONTRACTOR and COUNTY, arising under and by virtue of the contract 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. For objections that are not made in the manner 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
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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
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.
SHELTON-MASON COUNTY BOARD OF COUNTY COMMISSIONERS
CHAMBER OF COMMERCE SHELTON, WA
MASON COUNTY,WASH T N
FYeidi McCutcheon, Executive Director Randy p eatherlin, Chair
` Dated: December 10, 2021 Dated:
�ED �TQ
Tim A
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EXHIBIT A
SCOPE OF SERVICES
2022 SHELTON-MASON COUNTY CHAMBER OF COMMERCE VISITOR INFORMATION CENTER
SERVICES
Shelton-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 three visitor information services at the following locations:
a. Hoodsport Visitor Information Center, 150 N. Lake Cushman Rd., Hoodsport, WA. Space
dedicated to Visitor Information: 1,200 sq. ft. Hours of operation are 35 hours per regular
week, typically Thursday through Monday, 9:00 AM —4:00 PM during the peak season (April
— October); and Friday through Sunday, 10:00 A.M. — 4:00 PM the remainder of the year
(October to April).
b. Caboose #700 Railway Car, 230 W. Railroad Ave., Shelton, WA. Space dedicated to Visitor
Information: 300 sq. ft. outfitted with video monitoring,typical hours of operation are Monday
through Friday, 8:00 AM — 5:00 PM.
c. Shelton Visitor Information, 215 W. Railroad Ave., Shelton, WA. Space dedicated to Visitor
Information: 400 sq. ft. Hours of operation: 40 hours per regular week, typically Monday
through Friday, 8:00 AM —5:00 PM
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 at the Hoodsport 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.
7. 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 provided in regards to Items 1-6, above.
• 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 expenses, which are directly related to Visitor Information Center activities and
reviewed by the Lodging Tax Advisory Committee, 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, pursuant to RCW 67.28.1816.
No work product will be produced with lodging tax funding.
CONTRACTOR shall invoice the Visitor Information services in 12 monthly equal installments and invoices
shall include at a minimum the following information: Date, Service Billed, Cost.
Invoices for Visitor Information Services shall not exceed $63,440 unless additional awards are made.
The visitor services provided by the Shelton-Mason County Chamber of Commerce will result in overnight
stays for out-of-area travelers through in-person referrals, social media reach, and online website links to
Mason County accommodations. We also work with local businesses and nonprofit organizations to promote
activities and events that generate attendance and inquiries about places to stay while visiting. These events
include Christmastown, Forest Festival, OysterFest, and more. Business partnerships include (but are not
limited to) Olympic National Park Service, Olympic National Forest Service, Squaxin Island and Skokomish
Tribes, Alderbrook Golf&Yacht Club, Alderbrook Resort&Spa, Harmony Hill Healing Retreat, and Ridge
Motorsports Park among others. Our office also responds to all visitor and relocation requests for Mason
County including directories and publications of local resources.
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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.All 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 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.
Page 11 of 12
EXHIBIT D
CERTIFICATE OF INSURANCE me CoYac� 22- c
SHELMAI
,a►GORIa CERTIFICATE OF LIABILITY INSURANCE DATEIIMMDIONYYY)
---' 12/09=21
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), AUTHORt2EO
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT; If the certificate holder is an ADDITIONAL INSURED,the poliey(les)must have ADDITIONAL INSURED provisions or be endorsee!.
If SUBROGATION IS WAIVED.Subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holier in lieu of such ondorsement(s).
PRODUCER 360-426-3317 caMNTwcT
ARNOLD a SMITH INS AGENCY INC. PHONE 360-42"317 rAX
P.O.BOX L Ate,Na,E>u: c,No:
SHELTON,WA 98584
RACHEL TUCKER
#INURE S AFFORDING COVERAGE NAYC M
INSURER A:LIBERTY MUTUAL 23043
b 9 ON-MASON COUNTY CHAMBER INSURER IS:
OF COMMERCE INSURERC:
P.O.BOX 2389
SHELTON,WA 38584 INSURER 0.
INSURER E:
INSURER►:
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 PERK
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,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 SUEUECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
tN" TYPE OF INSURANCE DOL UdR POLICY NUMWR POLICY EFF POLICY EXP LINTS
LIftX COMMERCIAL GENERAL LIABNUTY EACH OCCURRENCE S 1,000,000
^L"ts11t6A.1DE t A I OccLR X 6KO57663411 E)2127I2021 0212712022 I}"'A.GE TO R€NTED 1.000,000$
MET)E.P Am-.—.. - S 15,000
PERSCAAL.s ADV IN.JURY 1 1,000,000
G€NL AGGREGATE LIMIT APPLIES PER- GENERAL
AGGREGATE 22,,000000,,0000
po,CY❑PRO- PRODUCTS A S
OTHER JE ❑IOC 0 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
,V4Y AUTO BODILY INJURY(P& S
OWNED SCHEDULED
ALITOS ONLY AUTOS BODILY INJURY IPa accideAi
WRED NONAWNED P raRTYm GE S
Ail TOS ONLY AUTOSONLY
UNINV 1 I a LIAB QCCilFt EACH OCCLJRRF14CE
EXCESSLLAB CLAIMSt4ADE AGGREGATE
-E:D I I RETENTbONS
WORKERS COMPENSAT60I1 PER OTH.
AND EMPLOYERS`LIABILITY Y,IN
TAIYPROW* ETOR:PARTN€RIEXECUTIVE €l EACRACCIDEW
OFFICrP9AE IBER EXCLIAED? NdA
kM2ftdfftMy in NN) EL.DISEASE>EA EWLOYEE S
tt}}y�eess CacrNx wdeN
DESCRIP7K7N OF OPERATIONS baebw EL.DISEASE POLICYLIMIT S
DESCRIPTION OF OPERATIONS t LOCATIONS.?VEMCLES IACORD 101.AdiftI al Re—As Sct*dtA.,may He stta hed b mom spar.Is MquilsiAl
CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED WHEN REQUIRED IN WRITTEN
CONTRACT PER ENDORSEMENT CG 88 10 04 13
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
MASON COUNTY ACCORDANCE MTN THE POLICY PROVISIONS.
411 N.FIFTH STREET
SHELTON,WA 98554 AUTHORIZED REPRESENTATIVE
Page 12 of 12