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HomeMy WebLinkAboutBlue Collar AgencyMASON COUNTY PROFESSIONAL SERVICES CONTRACT 2017 BLUE COLLAR AGENCY TOURISM PROMOTION & FESTIVAL/SMALL EVENT MARKETING THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Blue Collar Agency, hereinafter referred to as "CONTRACTOR." RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Marketing Campaign for Tourism Promotion in Mason County and Festival and Small Event Marketing; 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 Tourism Promotion services and Festival/Small Event Marketing services separately. 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, 2016. Reporting Requirements: CONTRACTOR will analyze, prepare and report key performance indicators (KPI) metrics on a quarterly basis. These metrics will include month over month and year over year results and trends for Lodging Tax revenue, website activity, social activity and growth. 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, 2017 — December 31, 2017. 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: CONTRACT is $194,500 for Tourism Promotion and $33,500 for Festivals and Small Events Marketing. There is potential of an additional $22,800 (10% of base contract) to fund unanticipated services that are recommended by the Lodging Tax Advisory Board and approved by the Board of Mason County Commissioners. The total amount paid in 2017 shall not exceed $250,800. 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. Tourism Promotion and Festival/Small Event Marketing shall be invoiced separately Acceptable invoices will be processed within 30 days of receipt. Macintosh HaUsers:johnmitchelliDownloads:MASON COUNTY PCS-Tourism-3.docx Page 1 of 15 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 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. Macintosh HD:Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 2 of 15 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 Toss 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 toa 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 Macintosh HD:Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 3 of 15 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 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. Macintosh HD:Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 4 of 15 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, 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 Toss 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, Toss 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 Macintosh HD:Users:johnmitchellnownloads:MASON COUNTY PCS-Tourism-3.docx Page 5 of 15 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. 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 dlz@co.mason.wa.us Macintosh HaUsers:johnmitchell.Downloads:MASON COUNTY PCS-Tourism-3.docx Page 6 of 15 Contractor Contact Information: Blue Collar Agency John Mitchell, Account Director 116 3rd Street, Suite 300 Hood River, OR 97031 Telephone: (541)436-2800 JohneiVittchell@bluecollaragency.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. 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 Macintosh HaUsers:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 7 of 15 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 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 Macintosh Ha Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 8 of 15 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. BLUE COLLAR AGENCY HOOD RIVER, OR John itchell, Account Director Dated: July 29, 2016 BOARD OF COUNTY COMMISSIONERS MASON COUNTY, WASHINGTON Terri Jeffreys, Dated: • APPROVED AS TO FORM: .tem Whitehead, Chief DPA Macintosh HD:Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 9 of 15 EXHIBIT A SCOPE OF SERVICES 2017 BLUE COLLAR AGENCY TOURISM PROMOTION & FESTIVAL/SMALL EVENT MARKETING Blue Collar Agency called "CONTRACTOR" will be responsible for providing the following services as well as others as detailed throughout this CONTRACT. CONTRACTOR will provide the following TOURISM PROMOTION services: 1) Maintain and continue to update the Mason County Tourism Website — www.explorehoodcanal.cof. CONTRACTOR will provide new content and keep the website current. The website shall be of cross -device design for the best quality browsing experience, on all mobile devices and regardless of the operating system. Ensure the proper technical elements are aligned with Search Engine Optimization (SEO) best practices. This includes items such as XML site map, title tagging, URL structure, duplicate content, errors management, etc. 2) Reporting Requirements: Analyze, prepare and report key performance indicators (KPI) metrics on a quarterly basis. These metrics will include month over month and year over year results and trends for Lodging Tax revenue, website activity, social activity and growth. CONTRACTOR will fulfill reporting requirements as defined in Revised Code of Washington RCW 67.28.1816 (2)(c)(i). 3) Provide print materials necessary to best serve visitors. This includes navigational maps and maps that provide recreation/tourism information. 4) Increase tourism outreach of the existing brand — The Wild Side of Washington. This includes monthly sweeps, monthly e-mail, social growth, ferry video placement, college radio/newspapers, college campus tent events/tailgaters, and military events. 5) Continue outreach efforts with area businesses by promoting offers and events, provide social training, provide advice when called upon and strategize additional events with special focus on off- season growth. 6) Sweepstakes will be offered that include hotel stays, culinary and wine tours and mainstay Mason County activities. CONTRACTOR will pursue donated prizes from businesses. The intent of the sweepstakes is to grow the e-mail marketing database, increase Explore Hood Canal site traffic and engage users on social channels. Lodging Tax revenue cannot be used to provide prizes, including cash, and any expenditure of lodging tax shall be used for tourism promotion (see definition in RCW 67.28.080). 7) Invoices for Tourism Promotion shall not exceed $194,500 unless additional awards are made. In addition, the CONTRACTOR will provide the following FESTIVAL AND SMALL EVENT MARKETING: 1) All Mason County festivals and small events will receive marketing through blog writings, social posts, e-mail mentions, monthly eNewsletters and shall be included on the Mason County Tourism Website — www.exforehoodcanaI.eorn . 2) Communicate with the event organizers to determine the best media placements that can include print, radio, social, ferry advertising or other traditional or new media. Provide push notification about upcoming events. 3) Provide on -site support at select festivals with the intent of increasing out -of -area tourism. This support includes hosting the Wild Side tent and providing giveaway keepsake products. 4) Provide post -event support including posting photos/images and details about next year's event on the wivww.explorehoodcanal.conn website and social media. 5) Create festivals and small events through partnerships with a special focus on off-season growth. Macintosh HaUsers:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 10 of 15 6) Reporting requirements. Provide the following metrics: attendance, media spend, and recommendations for improvements and growth. CONTRACTOR will fulfill reporting requirements as defined in Revised Code of Washington RCW 67.28.1816 (2)(c)(i). 7) A detailed inventory of all assets purchased under this CONTRACT shall be maintained by the CONTRACTOR and reported annually to the COUNTY by December 31. CONTRACTOR shall take appropriate steps to ensure all assets are protected and secure. 8) Invoices for Festival and Small Event marketing shall be for a minimum of $33,500 of this CONTRACT amount. Macintosh HD:Users:johnmitchell:Downloads:MASON COUNTY PCS-Tourism-3.docx Page 11 of 15 EXHIBIT B COMPENSATION Invoices shall be paid for the following services: Media Cost Content Creation (blogs, social posts) Social Management Photo/Video Shoot Planning/Strategy Event College/Military Tour Promotional Products Website Maintenance Partnership Development Month Email Sweepstakes (not including any prizes) Maps Travel Account/Project Management Local Support through North Mason Chamber of Commerce CONTRACTOR shall invoice the Tourism Promotion services and Festival/Small Event Marketing services separately and invoices shall include at a minimum the following information: Date, Service Billed, Cost. Invoices for Tourism Promotion shall not exceed $194,500 unless additional awards are made. Invoices for Marketing of Festival and Small Events shall be for a minimum of $33,500. There is potential of an additional $22,800 to fund unanticipated services that are recommended by the Lodging Tax Advisory Board and approved by the Board of Mason County Commissioners. The total amount paid in 2017 shall not exceed $250,800. Macintosh HaUsers:johnmitchell'Downloads:MASON COUNTY PCS-Tourism-3.docx Page 12 of 15