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HomeMy WebLinkAbout2025/12/15 - Briefing Packet Commission meetings are live streamed at http://www.masonwebtv.com/ and public comment is accepted via email msmith@masoncountywa.gov; mail to Commissioners Office, 411 N 5th Street, Shelton, WA 98584; or phone at (360) 427-9670 ext. 419. If you need to listen to the Commission meeting via telephone, please provide your telephone number to the Commissioners’ office no later than 4:00 p.m. the Friday before the meeting. If special accommodations are needed, contact the Commissioners' office at Shelton (360) 427-9670 ext. 419 Briefing Agendas are subject to change, please contact the Commissioners’ office for the most recent version. Last printed 12/11/25 at 2:28 PM BOARD OF MASON COUNTY COMMISSIONERS DRAFT BRIEFING MEETING AGENDA 411 North Fifth Street, Shelton WA 98584 Week of December 15, 2025 Monday Noon WA State Association of Counties Zoom Meeting* Virtual Assembly *This is being noticed as a Special Commission meeting because a quorum of the Mason County Commission may attend this event and notification is provided per Mason County Code Chapter 2.88.020 - Special Meetings. Monday, December 15, 2025 Zoom link available on the Mason County website Commission Chambers Times are subject to change, depending on the amount of business presented 9:00 A.M. Closed Session – RCW 42.30.110(b) Acquisition of Real Estate 10:00 A.M. Applicant Interview – Virginia Feldman for Mason Historic Preservation Commission (ZOOM) 10:15 A.M. Public Works – Loretta Swanson 10:20 A.M. Support Services – Travis Adams 10:35 A.M. Public Defense – Maggie Houston 10:50 A.M. Public Health – Dave Windom Commissioner Discussion – as needed Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Luke Viscusi on behalf of the Mason County Historic Preservation Commission Ext: 282 Department: Community Development Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): 12/01/2025 Agenda Date(s): 12/09/2025 Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: The Mason County Historic Preservation Commission is asking the Board of County Commissioners to consider interviewing and appointing Virginia Feldman to fill one of three currently vacant seats on the Mason County Historic Preservation Commission. Background/Executive Summary: The Mason County Historic Preservation Commission is a seven-member commission which serves to identify and actively encourage the conservation of Mason County’s historic resources. Currently, the HPC has one position that expires on November 30th, 2025, two vacant seats that expire on November 30th, 2025, and one vacant seat that expires on November 30th, 2026. Virginia Feldman is one of three members of the public to apply. The empty seats are open until filled. Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): None. Public Outreach: On October 14, 2025, the Board of County Commissioners issued a New Release to advertise four open positions on the Historic Preservation Commission. Requested Action: For the BOCC to review the application of Virginia Feldman to serve on the Mason County Historic Preservation Commission, and schedule an interview, if desired. Then, for the BOCC to consider appointing Virginia Feldman to the Mason County Historic Preservation Commission for a term beginning at the appointment date and ending November 2028. Attachment(s): - Current Mason County Historic Preservation Membership List - Mason County Historic Preservation Commission Application from Virginia Feldman - Mason County Code 17.40.040 – Mason County Historic Preservation Commission ason County Historic Preservation Commission Membership List Mason County Historic Preservation Commission Membership List – October 2025 Member Position Member Since Term Start Term End Jann Goodpaster Vice Chair Dec 2024 Nov 2027 Christopher Gaynor II Dec 2024 Dec 2024 Nov 2027 Caleb Cowles Nov 2025 Vacant Nov 2025 Vacant Nov 2025 Edgar Huber Chair, Professional Expertise Dec 2015 Dec 2023 Nov 2026 Vacant Nov 2026 Shaun Dinubilo THPO Squaxin Tribe Ex-Officio Member Kris Miller THPO Skokomish Tribe Ex-Officio Member Entry #: 52 - Historic Preservation Commission Status: Submitted Submitted: 11/2/2025 10:32 AM Advisory Board Name: Historic Preservation Commission Name: virginia feldman Today's Date: 11/2/2025 Address Voting Precinct: Phone ( Email Community Service: Harmony Hill/Sacred Waters (Art Festival, Gardening), Mason County Historical Society Museum (selling books) Employment: Current Advantage Solutions/Business Development Manager & YMCA Shelton Yoga Teacher What do you perceive is the role or purpose of this advisory board? Conserve and preserve Mason County’s historic resources, build community and raise awareness. What interest or skills do you wish to offer this advisory board? Marketing and market research, data analysis, database management, business development/sales List any financial, professional, or voluntary affiliations that could create a potential conflict of interest: None Required Training: Participation is dependent on attending certain trainings such as the Open Public Meetings Act (OPMA) and Public Records Act (PRA) trainings at no cost to you.  Will you be able to attend such trainings? Yes or No: Yes How much time can you commit to this advisory board: Monthly Are you a U.S. citizen and Mason County resident? Yes *For Civil Service applications ONLY, what is your political party?   Received 11.04.2025Commissioners Randy Neatherlin,Sharon Trask and Pat Tarzwell.Travis Adams, McKenzie Smith, Luke Viscusi Created: 2023-10-29 15:26:21 [EST] (Supp. No. 64, 8-23) Page 1 of 3 17.40.040 Mason County historic preservation commission. (a) Creation and Size. There is hereby established a Mason County historic preservation commission, consisting of seven members, as provided in subsection (b)(3) below. Members of the Mason County historic preservation commission shall be appointed by the Mason County board of commissioners and shall be residents of Mason County except as provided in subsection 17.40.040(b)(2) below. (b) Composition of the Commission. (1) All members of the commission must have a demonstrated interest and competence in historic preservation and possess qualities of impartiality and broad judgment. (2) The commission should include at least two professionals who have experience in identifying, evaluating, and protecting historic resources and are selected from among the disciplines of architecture, history, architectural history, planning, prehistoric and historic archaeology, folklore, cultural anthropology, curation, conservation, and landscape architecture or related disciplines; and one member who is a duly authorized representative of a local Indian Tribe. The commission action that would otherwise be valid shall not be rendered invalid by the temporary vacancy of one or all of the professional positions, unless the commission action is related to meeting certified local government (CLG) responsibilities cited in the certification agreement between the Mason County board of commissioners and the State Historic Preservation Officer on behalf of the state. Exception to the residency requirement of up to two commission members may be granted by the Mason County board of commissioners in order to obtain representatives from these disciplines. (3) In making appointments, the Mason County commissioners may consider names submitted from any source, but the Mason County board of commissioners shall notify history and Mason County development related organizations of vacancies so that names of interested and qualified individuals may be submitted by such organizations for consideration along with names from any other source. (c) Terms. The original appointment of seven members to the commission shall be as follows: three for two years, two for three years and two for four years. Thereafter, appointments shall be made for a three year term. Vacancies shall be filled by the Mason County board of commissioners for the unexpired term in the same manner as the original appointment. (d) Powers and Duties. The major responsibility of the historic preservation commission is to identify and actively encourage the conservation of the Mason County's historic resources by initiating and maintaining a register of historic places and reviewing proposed changes to register properties; to raise community awareness of the Mason County's history and historic resources; and to serve as Mason County's primary resource in matters of history, historic planning, and preservation. In carrying out these responsibilities, the historic preservation commission shall engage in the following: (1) Conduct and maintain a comprehensive inventory of historic resources within the boundaries of the Mason County and known as the Mason County historic inventory, and publicize and periodically update inventory results. Properties listed on the inventory shall be recorded on Created: 2023-10-29 15:26:21 [EST] (Supp. No. 64, 8-23) Page 2 of 3 official zoning records with an "HI" (for historic inventory designation). This designation shall not change or modify the underlying zone classification. (2) Initiate and maintain the Mason County register of historic places. This official register shall be compiled of buildings, structures, sites, objects, and districts identified by the commission as having historic significance worthy of recognition and protection by Mason County and encouragement of efforts by owners to maintain, rehabilitate, and preserve properties. (3) Review nominations to the Mason County register of historic places according to criteria in Section 17.40.050(b) of this ordinance and adopt standards in its rules to be used to guide this review. (4) Review proposals to construct, change, alter, modify, remodel, move, demolish, or significantly affect properties or districts on the register as provided in Section 17.40.060; and adopt standards in its rules to be used to guide this review and the issuance of a certificate of appropriateness or waiver. (5) Provide for the review either by the commission or its staff of all applications for approvals, permits, environmental assessments or impact statements, and other similar documents pertaining to identified historic resources or adjacent properties. (6) Conduct all commission meetings in compliance with Chapter 42.30 RCW, Open Public Meetings Act, to provide for adequate public participation and adopt standards in its rules to guide this action. (7) Participate in, promote and conduct public information, educational and interpretive programs pertaining to historic and prehistoric resources. (8) Establish liaison support, communication and cooperation with federal, state, and other local government entities which will further historic preservation objectives, including public education, within the Mason County area. (9) Review and comment to the Mason County board of commissioners on land use, housing and redevelopment, municipal improvement and other types of planning and programs undertaken by any agency of Mason County, other neighboring communities, Mason County, Native American Tribes, state or federal governments, as they relate to historic resources of Mason County. (10) Advise the Mason County commissioners generally on matters of Mason County history and historic preservation. (11) Perform other related functions assigned to the commission by the Mason County board of commissioners. (12) Provide information to the public on methods of maintaining and rehabilitating historic properties. This may take the form of pamphlets, newsletters, workshops, or similar activities. (13) Officially recognize excellence in the rehabilitation of historic buildings, structures, sites and districts, and new construction in historic areas; and encourage appropriate measures for such recognition. Created: 2023-10-29 15:26:21 [EST] (Supp. No. 64, 8-23) Page 3 of 3 (14) Be informed about and provide information to the public and Mason County departments on incentives for preservation of historic resources including legislation, regulations and codes which encourage the use and adaptive reuse of historic properties. (15) Review nominations to the State and National Registers of Historic Places. (16) Investigate and report to the Mason County board of commissioners on the use of various federal, state, local or private funding sources available to promote historic resource preservation in Mason County. (17) Serve as the local review board for special valuation and: (A) Make determination concerning the eligibility of historic properties for special valuation; (B) Verify that the improvements are consistent with the Washington State Advisory Council's Standards for Rehabilitation and Maintenance: (C) Enter into agreements with property owners for the duration of the special valuation period as required under WAC 254-20-070(2); (D) Approve or deny applications for special valuation; (E) Monitor the property for continued compliance with the agreement and statutory eligibility requirements during the ten year special valuation period; (F) Adopt bylaws and/or administrative rules and comply with all other local review board responsibilities identified in Chapter 84.26 RCW; (G) Work in conjunction with local Indian Tribes and the Tribal Historic Preservation Office (THPO) in determining the eligibility of properties for special valuation on those sites within the exterior boundaries of local Indian Reservations. (18) The commission shall adopt rules of procedure to address items (3), (4), (6) and (17) inclusive. (e) Compensation. All members shall serve without compensation. (f) Rules and Officers. The commission shall establish and adopt its own rules of procedure, and shall select from among its membership a chairperson and such other officers as may be necessary to conduct the commission's business. (g) Commission Staff. Commission and professional staff assistance shall be provided by the Mason County community development department with additional assistance and information to be provided by other parks and public works departments as may be necessary to aid the commission in carrying out its duties and responsibilities under this chapter. (Ord. 79-05, Attach. A (part), 2005). Action Items: • Consultant Agreement with Dave Evans & Associates for the WSDOT’s SR 302 / Victor Creek Culvert Replacement Project Discussion Items: Commissioner Follow-Up Items: Upcoming Items: December 18th @ 11:30 Early Closure of Belfair Drop Box Station December 18th @ 12:30 Early Closure of Eells Hill Transfer Station Dec 26th – Jan. 1st Free Christmas Tree Recycling (Eells Hill Transfer Station and Belfair Drop-off Facility) MASON COUNTY PUBLIC WORKS COMMISSIONER BRIEFING December 15, 2025 Mason County Agenda Request Form To : Board of Mason County Commissioners Item No. From: Richard Dickinson, Deputy Director/U&W Ext: 207 Department: Choose an item. Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): December 15, 2025 Agenda Date(s): December 16, 2025 Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: Consultant Agreement with Dave Evans & Associates for the WSDOT’s SR 302 / Victor Creek Culvert Replacement Project Background/Executive Summary: On October 24, 2023, the Board approved a consultant agreement with David Evans & Associates, Inc. to prepare design drawings for relocating Mason County’s 4-inch HDPE sewer force main affected by WSDOT’s Victor Creek Fish Barrier Removal Project on SR 302. WSDOT’s updated project design now requires a minor revision: relocating a bracket on the existing drawings that is currently obstructing construction. Because David Evans & Associates prepared the original drawings and is WSDOT’s design consultant, Public Works recommends using the same firm without going through the regular procurement process to avoid delays and added cost. The cost for this single revision is $750. Budget Impact: Previous contract had a maximum payment amount of $39,925 of which $29,984.20 was invoiced. We request the new contract be established with a maximum amount equal to the remaining balance of the prior contract, $9,994, to cover completion of revision and any other unanticipated costs that may arise. All costs will be paid from U&W Fund 403. Public Outreach: N/A Requested Action: Request the Board of County Commissioners: 1.Place this item on December 16, 2025, Commission meeting agenda and 2. Authorize Public Works to enter into a new consultant agreement with David Evans and Associates, Inc. to revise and update the sewer force main relocation drawings they completed under the previous agreement, in support of WSDOT’s Victor Creek Culvert Replacement Project. Mason County Administrator 411 N 5th Street Shelton, WA 98584 (360) 427-9670 ext. 419 Mason County Commissioner Briefing Items from County Administrator December 15, 2025 Specific Items for Review  Lodging Tax Advisory Committee (LTAC) contracts – Travis Adams  2026 Commissioner Meeting Calendar – Travis Adams  November Financial Report – Jennifer Beierle Administrator Updates Commissioner Discussion Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Travis Adams Ext: Click or tap here to enter text. Department: Central Services Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): 12/15/25 Agenda Date(s): 12/16/25 Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: Lodging Tax Advisory (LTAC ) Committee Contracts Background/Executive Summary: LTAC contracts for year 2026. Contracts include various Visitor Information Centers (VIC) and attactions throughout Mason County. Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): Contracts approved during the budget process Public Outreach: N/A Requested Action: Approval for Chair to execute these contracts on behalf of the BOCC Attachment(s): 2026 Historical Society Museum Contract 2026 Northwest Event Organizer Contract 2026 North Mason VIC Contract 2026 Shelton COC Hoodsport VIC 2026 Shelton COC Caboose Contract J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 1 of 14 MASON COUNTY PROFESSIONAL SERVICES CONTRACT 2026 MASON COUNTY HISTORICAL SOCIETY MUSEUM THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Mason County Historical Society Museum, 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 (#163) Invoices: CONTRACTOR shall invoice for services provided by the Mason County Historical Society Museum. 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 Historical Society Museum 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; future planning and goals. Museum’s Google report. Details of exhibits and the museum marketing plan 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 is a one-year CONTRACT for the period of January 1, 2026 – December 31, 2026, with an option to renew for up to two additional years. 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 award is $25,000 (twenty-five thousand and 0 cents) for year 2026. The total funding available in 2026 for Visitor Information Centers is $25,000 (twenty-five thousand and 0 cents) each year. The Lodging Tax Advisory Committee shall make a recommendation to the Mason County Commissioners on the contract award if and when the contract is extended. Accounting and Payment for CONTRACTOR Services: J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 2 of 14 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 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 J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 3 of 14 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 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 J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 4 of 14 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 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, J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 5 of 14 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, 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 J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 6 of 14 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. 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: Travis Adams, County Administrator 411 North 5th Street Shelton, WA 98584 Telephone (360)427-9670 ext. 530 tadams@masoncountywa.gov J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 7 of 14 Contractor Contact Information: Mason County Historical Society Museum Elizabeth F. Arbaugh, Director 427 West Railroad Avenue Shelton, WA 98584 (360)426-1020; mchsarbaugh@gmail.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: J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 8 of 14 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 without the invalid term, condition or application. To this end, the terms and conditions of this CONTRACT are declared severable. J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 10 of 14 EXHIBIT A SCOPE OF SERVICES 2026 MASON COUNTY HISTORICAL SOCIETY MUSEUM Mason County Historical Society Museum 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 Support Services: 1. Maintain and operate visitor information services at the Mason County Historical Society Museum, 427 West Railroad Ave, Shelton, WA. The Museum is typically open 29 hours per week. 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. Improve and enhance museum exhibits and create a rotation of temporary exhibits built around a variety of themes relevant to local history. 4. Increase marketing of the museum to attract visitors from outside of Mason County. 5. Disseminate visitor information via U.S. Priority Mail upon request. 6. 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. 7. Provide updated information about area events, lodging, dining and recreational experience opportunities to the County Tourism Marketing Contractor for inclusion on www.explorehoodcanal.com. 8. Required to participate and promote to targeted audiences advocate training workshop(s), presented by Tourism Contractor (NEO), for branding and compliance with the “Wild Side” campaign – ExploreHoodCanal.com 9. All tourism branding is required to comply with the “Wild Side” campaign – ExploreHoodCanal.com 10. Shall maintain technology hardware (i.e. tablets)/Mason County Tourism progressive application for use by visitors. The COUNTY may provide a minimum amount of hardware as recommended by the Lodging Tax Advisory Committee. All hardware purchased with lodging tax is COUNTY property and shall be inventoried annually by the CONTRACTOR. 11. 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)  Details of exhibits and the museum marketing plan  Museum’s Google Report  Future planning and goals  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. J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 11 of 14 EXHIBIT B COMPENSATION The following costs, which are directly related to Visitor Support Serves activities, are allowed: 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 Support Services and invoices shall include at a minimum the following information: Date, Service Billed, Cost. Invoices for Visitor Support Services shall not exceed $ 25,000 each year unless additional awards are made. J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 12 of 14 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 J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 13 of 14 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. J:\Clerk\Meeting Packets\12-15 Briefing\Docs\SS\LTAC\DRAFT 2026 HISTORICAL SOCIETY MUSEUM contract for VIC .docx Page 14 of 14 EXHIBIT D CERTIFICATE OF INSURANCE (Placeholder) Page 1 of 15 MASON COUNTY PROFESSIONAL SERVICES CONTRACT NORTHWEST EVENT ORGANIZERS, INC. TOURISM DEVELOPMENT & MARKETING SERVICES AND SUPPORT OF LOCAL FESTIVALS & EVENTS THIS CONTRACT is made and entered into by and between Mason County, hereinafter referred to as "COUNTY" and Northwest Event Organizers, Inc. (NEO), hereinafter referred to as "CONTRACTOR.” RECITALS: WHEREAS, COUNTY desires to retain a person or firm to provide the following service: Tourism Development and Marketing services of the established tourism marketing campaign and support of Local Festivals and Events; 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 Development/Marketing Services and Local Festivals and Event Support 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 of each contract year. 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. The report will include information on tourism development strategies the CONTRACTOR has used to engage potential visitors and enhance the visitor experience and details on the support provided to local festivals and events. 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 two-year CONTRACT for the period of January 1, 2026 – December 31, 2027 with an option for renewal for up to two additional years. 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. A performance review will be conducted annually. Compensation: The 2026 CONTRACT is $686,000 (six hundred eighty-six thousand dollars and zero cents) for Tourism Development, Marketing Services, for support of Local Festivals, and Events. The Lodging Tax Advisory Page 2 of 15 Committee shall make a recommendation to the Mason County Commissioners on the contract award if and when the contract is extended. 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 Development/Marketing Services and Local Festival and Event support shall be invoiced separately. 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: Page 3 of 15 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. 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. Page 4 of 15 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 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. It is agreed the Tracing the Fjord magazine is owned by the CONTRACTOR. In this magazine, the CONTRACTOR may include a pull-out travel guide that will be funded by LTAC dollars and this pull-out travel guide 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: Page 5 of 15 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 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 Page 6 of 15 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. 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: Page 7 of 15 Travis Adams, County Administrator 411 North 5th Street Shelton, WA 98584 Telephone (360) 427-9670 ext. 530 tadams@masoncountywa.gov Contractor Contact Information: Northwest Event Organizers, Inc. (NEO) Rachel Hansen PO Box 622 Shelton, WA 98584 Telephone: (360) 427-5599 Rachel@nwevent.org 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 Page 8 of 15 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 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: Page 10 of 15 EXHIBIT A SCOPE OF SERVICES 2022 NORTHWEST EVENT ORGANIZERS, INC. TOURISM DEVELOPMENT & SUPPORT OF LOCAL FESTIVALS & EVENTS Northwest Event Organizers, Inc. called “CONTRACTOR” will be responsible for providing the following Tourism Development & Marketing services and support of Local Festivals & Events as well as others as detailed throughout this CONTRACT. CONTRACTOR will provide the following Tourism Development & Marketing services: 1) CONTRACTOR will maintain/enhance existing tourism branding and optimize efficiency and effectiveness through local collaboration. 2) Maintain and continue to update the Mason County Tourism Website – www.explorehoodcanal.com. CONTRACTOR will provide new content and keep the website current while maintaining the established branding and design. 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. 3) 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. The report will include information on tourism development strategies the CONTRACTOR has used to engage potential visitors and enhance the visitor experience and details on the support provided to local festivals and events. 4) CONTRACTOR will fulfill reporting requirements as defined in Revised Code of Washington RCW 67.28.1816 (2)(c)(i). Data to fulfill these reporting requirements will be submitted to Mason County no later than February 15 after contract year. 5) Provide print materials necessary to best serve visitors. This includes navigational maps and maps that provide recreation/tourism information. CONTRACTOR will provide details on print material to COUNTY and to LTAC members prior to producing print materials. 6) Increase tourism outreach of the existing brand – The Wild Side of Washington. This includes contributions to social media outlets, promotions and blogging and continue to integrate new video material into the marketing plan using the current branding and use innovative strategies to reach potential visitors. 7) Support and continue to develop Mason County’s Wild Side concierge campaign. 8) Continue outreach efforts with area businesses by promoting offers and events, provide advice when called upon and strategize additional events with special focus on off-season growth. 9) Collaborate with tourism groups and associations to extend and enhance the reach of marketing campaigns via partnerships and optimize opportunities. Any membership fees shall be paid by the CONTRACTOR at no additional cost to the COUNTY. 10) Exhibit at events that target secondary and tertiary markets including but not limited to travel, scuba, paddling, shellfish/seafood & wine events. 11) In the event this contract is awarded to a different contractor all costs incurred by NEO associated with the transition are included in this contract amount. Invoices for Tourism Development & Marketing services shall not exceed $278,332 unless additional awards are made. Page 11 of 15 In addition, the CONTRACTOR will provide the following LOCAL FESTIVAL & EVENT Support: 1) All Mason County festivals and 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.explorehoodcanal.com. 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. 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 gathering event assets including video, images, testimonials and event statistics. 3) Provide post-event support including posting photos/images and details about next year’s event on the www.explorehoodcanal.com website and social media. 4) Create festivals and small events through partnerships with a special focus on off-season growth. 5) 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). 6) 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. Invoices for Festival and Small Event marketing shall not exceed $49,118 unless additional awards are made. Page 12 of 15 EXHIBIT B COMPENSATION Invoices shall be paid for the following services: Partner Associations & Memberships Website & Online Media Fulfillment Festival & Event Support Wild Side guide Maintenance Content Creation Distribution, Travel & Outreach. Fees may not exceed allowed County’s per diem costs Printing & Marketing Tangibles Program Management 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 $278,332 unless additional awards are made. Invoices for Marketing of Festival and Small Events shall be for a minimum of $49,118. There is potential of an additional $49,118 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 2022 shall not exceed $327,450 unless additional awards are made. Page 13 of 15 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 Page 14 of 15 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 15 of 15 EXHIBIT D CERTIFICATE OF INSURANCE (Placeholder) Page 1 of 15 MASON COUNTY PROFESSIONAL SERVICES CONTRACT 2026 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 (#163) 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 annually by December 31. 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; future planning and goals; CHAMBER’s Google report, 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 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 is a one-year CONTRACT for the period of January 1, 2026 – December 31, 2026 with an option to renew for up to two additional years. 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 CONTRACT award is $45,000 (forty-five thousand dollars and 0 cents) for year 2026. The total funding available in 2026 for Visitor Information Centers is $45,000 (forty-five thousand dollars and 0 cents) each year. The Lodging Tax Advisory Committee shall make a recommendation to the Mason County Commissioners on the contract award if and when the contract is extended. 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 Page 2 of 15 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 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. Page 3 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 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 Page 4 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. Right to Review: Page 5 of 15 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 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. Page 6 of 15 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: Travis Adams, County Administrator 411 North 5th Street Shelton, WA 98584 Telephone (360) 427-9670 ext. 530 tadams@masoncountywa.gov Page 7 of 15 Contractor Contact Information: North Mason County Chamber of Commerce Kerry Myers, President & CEO 30 NE Romance Hill Rd, Suite 103, PO Box 416 Belfair, WA 98528 Telephone (360)275-4267; president@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. 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 Page 8 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 Page 10 of 15 EXHIBIT A SCOPE OF SERVICES 2026 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 Tuesday – Friday 9:00 AM – 5:00 PM; Saturday 9:00 AM – 1:00 PM and Union @ Hunter Farms, one 10 x 10 building. This is open year-round but staffed by North Mason Chamber employees May through October, Friday-Sunday, 12-5 p.m. 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/Belfair 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. Shall provide the Tourism Contractor (NEO) with a comprehensive list of businesses/events that support tourism, including but not limited to: all lodging (hotels/motels, short-term rentals, campgrounds, etc.); dining establishments; events. This includes all activities (festivals, shopping, live music, etc.) and shall be maintained through-out the contract. This comprehensive list shall include the areas of Belfair, Union and Allyn and county-wide information is welcome. 7. Required to participate in advocate training workshop(s), presented by Tourism Contractor (NEO), for branding and compliance with the “Wild Side” campaign – ExploreHoodCanal.com and promote these workshops to targeted audiences 8. All tourism branding is required to comply with the “Wild Side” campaign – ExploreHoodCanal.com 9. Shall maintain technology hardware (i.e. tablets)/Mason County Tourism progressive application for use by to visitors. The COUNTY may provide a minimum amount of hardware as recommended by the Lodging Tax Advisory Committee. All hardware purchased with lodging tax is COUNTY property and shall be inventoried annually by the CONTRACTOR. 10. Shall provide tourism information updates to Tourism Contractor in support of the Wild Side Tourism App – this includes, but not limited to, issues that could impact visitors such as events, traffic, trail and weather hazards or other emergency information that needs to be communicated to visitors. This information needs to be provided in a timely manner. 11. Focus on Visit Union Facebook and Instagram to drive tourism to Union. 12. 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 items 1 - 6 of Scope of Work.  VIC’s Google Report  Future planning and goals Page 11 of 15  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. Page 12 of 15 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 $ $43,100 for each contract year unless additional awards are made. Page 13 of 15 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 Page 14 of 15 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 15 of 15 EXHIBIT D CERTIFICATE OF INSURANCE (Placeholder) Page 1 of 14 MASON COUNTY PROFESSIONAL SERVICES CONTRACT 2026 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 (#163) 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 annually by December 31. 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; future planning and goals; CHAMBER’s Google report 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, 2026 – December 31, 2026 with an option to renew up to an additional two years. 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 CONTRACT award is $159,484.87 (one hundred fifty-nine thousand four hundred eighty-four dollars and eighty-seven cents) for each year 2026. The total funding available in 2026 for Visitor Information Centers is $159,484.87 (one hundred fifty-nine thousand four hundred eighty-four dollars and eighty-seven cents) each year. The Lodging Tax Advisory Committee shall make a recommendation to the Mason County Commissioners on the contract award if and when the contract is extended. Page 2 of 14 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. 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 21st 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. Page 3 of 14 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 Page 4 of 14 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 Page 5 of 14 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. Page 6 of 14 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: Travis Adams, County Administrator 411 North 5th Street Shelton, WA 98584 Telephone (360) 427-9670 ext. 530 tadams@masoncountywa.gov Contractor Contact Information: Shelton-Mason County Chamber of Commerce Deidre Peterson, President/CEO PO Box 2389 215 West Railroad Avenue Shelton, WA 98584 Telephone (360) 426-2021 Deidre@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. Page 7 of 14 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 jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy between them regarding any dispute presented or pied 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 (0MB) 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. SHEL TON-MASON COUNTY CHAMBER OF COMMERCE Deidre Peterson, Executive Director Dated: ------------- BOARD OF COUNTY COMMISSIONERS SHELTON, WA MASON COUNTY, WASHINGTON Sharon Trask, Chair Page 8 of 14 Page 9 of 14 EXHIBIT A SCOPE OF SERVICES 2026 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 visitor information services at the following location: a.ZZthrough Sunday, 10:00 A.M. – 4:00 PM the remainder of the year (October to May). 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.Engage in community and business outreach by referring visitors to countywide lodging, dining, retail, recreation, and cultural providers, and by maintaining strong partnerships such as the U.S. Forest Service, Olympic National Park, Explore Hood Canal, or other regional tourism organizations to ensure consistent visitor messaging and cross-promotion. 7.Shall provide the Tourism Contractor (NEO) with a visitor-related updates regarding businesses/events that support tourism, including but not limited to: all lodging (hotels/motels, short-term rentals, campgrounds, etc.); dining establishments; events; and significant weather/traffic conditions, incidents, or alerts/advisories. This information shall include the areas of Shelton, Hoodsport and Lilliwaup and county-wide information is welcome. 8.All tourism branding is required to comply with the “Wild Side” campaign – as provided by the Tourism Contractor (NEO). 9.Shall maintain technology hardware (i.e. tablets)/Wild Side Tourism progressive application for use by visitors. The COUNTY may provide a minimum amount of hardware as recommended by the Lodging Tax Advisory Committee. All hardware purchased with lodging tax is COUNTY property and shall be inventoried annually by the CONTRACTOR. 10.Shall provide tourism information updates to Tourism Contractor (NEO) in support of the Wild Side Tourism progressive app – this includes but not limited to issues that could impact visitors such as events, traffic, trail and weather hazards or other emergency information that needs to be communicated to visitors. This information needs to be provided in a timely manner. 11.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 1-7, above. Page 10 of 14 •VIC’s Google analytics •Future planning and goals •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. Page 11 of 14 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 Repairs & Maintenance Tourism Mileage Wage Expense Payroll Taxes Training & Seminars Contract Labor Travel Expense Payment to the CONTRACTOR for services performed under this contract shall be made in accordance with RCW 67.28.080(7) and RCW 67.28.1815 regarding Visitor Information Services and operations of tourism- related facilities. 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 $159,484.87 for each contract year unless additional awards are made. Page 12 of 14 Page 13 of 14 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, 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 14 of 14 EXHIBIT D CERTIFICATE OF INSURANCE (Placeholder) Page 1 of 14 MASON COUNTY PROFESSIONAL SERVICES CONTRACT 2026 SHELTON-MASON COUNTY HOODSPORT CABOOSE CULTURAL ATTRACTION 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 service support as a Cultural Attraction 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 (#163) Invoices: CONTRACTOR shall invoice the COUNTY for Cultural Attraction 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 annually by December 31. 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; future planning and goals; CHAMBER’s Google analytics 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, 2026 – December 31, 2026, with an option to renew up to an additional two years. 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 CONTRACT award is $26,175.17 (twenty-six thousand one hundred seventy-five dollars and seventeen cents) for each year 2026. The total funding available in 2026 for this Cultural Attraction is $26,175.17 (twenty-six thousand one hundred seventy-five dollars and seventeen cents) each year. The Lodging Tax Advisory Committee shall make a recommendation to the Mason County Commissioners on the contract award if and when the contract is extended. Page 2 of 14 Accounting and Payment for CONTRACTOR Services: Payment to the CONTRACTOR for services rendered under this contract shall be in accordance with RCW 67.28. and expensed as set forth in Exhibit B: Compensation. 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 21st 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. Independent Contractor: Page 3 of 14 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 Page 4 of 14 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 Page 5 of 14 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. Page 6 of 14 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: Travis Adams, County Administrator 411 North 5th Street Shelton, WA 98584 Telephone (360) 427-9670 ext. 530 tadams@masoncountywa.gov Contractor Contact Information: Shelton-Mason County Chamber of Commerce Deidre Peterson, President/CEO PO Box 2389 215 West Railroad Avenue Shelton, WA 98584 Telephone (360) 426-2021 Deidre@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. Page 7 of 14 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 jurisdiction. The parties agree that the decision of the arbitrator shall be the sole and exclusive remedy Page 8 of 14 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, WASHINGTON ____________________________________ ____________________________________ Deidre Peterson, President/CEO Sharon Trask, Chair Dated: _____________________________ Dated: _____________________________ Page 9 of 14 EXHIBIT A SCOPE OF SERVICES 2026 SHELTON-MASON COUNTY CHAMBER OF COMMERCE CULTURAL ATTRACTION 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 CULTURAL ATTRACTION services: 1.Maintain and operate a cultural attraction at the following location: a.Caboose #700 Railway Car, 230 W. Railroad Ave., Shelton, WA. Space dedicated to Visitor Information: 300 sq. ft. outfitted with video monitoring and remote doorbell system, typical hours of operation are Monday through Friday, 8:00 AM – 5:00 PM. Additional hours may be provided to accommodate major community events and festivals held downtown Shelton. 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.Maintain, update, and present cultural and historical interpretive materials within Caboose #700, including the logging history exhibits installed in 2025. Interpretive displays shall be refreshed as needed to ensure accuracy, relevance, and visitor engagement, and may be developed in collaboration with the Tourism Contractor (NEO) or local heritage partners. 4.Shall ensure that cultural exhibits, informational materials, and other interpretive content within the Caboose are kept current, well-maintained, and reflective of Shelton’s logging and railroad heritage. 5.Interpretive and visitor information materials for the Caboose shall be provided and/or developed in coordination with the Tourism Contractor (NEO) to ensure consistency with regional cultural and heritage messaging used within the Wild “Side” campaign. 6.All tourism branding is required to comply with the “Wild Side” campaign – as provided by the Tourism Contractor (NEO) 7.Shall maintain technology hardware (i.e. tablets)/Wild Side Tourism progressive application for use by visitors. The COUNTY may provide a minimum amount of hardware as recommended by the Lodging Tax Advisory Committee. All hardware purchased with lodging tax is COUNTY property and shall be inventoried annually by the CONTRACTOR. 8.. 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) •Cultural Attraction’s Google analytics •Future planning and goals •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. Page 10 of 14 Page 11 of 14 EXHIBIT B COMPENSATION The following expenses, which are directly related to Cultural Attractions and reviewed by the Lodging Tax Advisory Committee, are allowed for Cultural Attractions: Advertising Office & Administrative Supplies Telephone Postage Association Fees & Education Rent Events & Programs Utilities Computers & Technology Wage Expense Payroll Taxes Training & Seminars Contract Labor Preservation Activities Routine Facility Operations Marketing & Outreach Payment to the CONTRACTOR for services performed under this contract shall be made in accordance with RCW 67.28.080(7) and RCW 67.28.1815 regarding cultural, historical, and tourism-related facilities. These statutes authorize the use of lodging tax revenues for the operation, preservation, and enhancement of tourism-related cultural attractions. No work product will be produced with lodging tax funding. CONTRACTOR shall invoice the Cultural Attraction services in 12 monthly equal installments and invoices shall include at a minimum the following information: Date, Service Billed, Cost. Invoices for this Cultural Attraction shall not exceed $26,175.17 for each contract year unless additional awards are made. Page 12 of 14 Page 13 of 14 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 14 of 14 EXHIBIT D CERTIFICATE OF INSURANCE (Placeholder) Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Travis Adams Ext: Click or tap here to enter text. Department: Central Services Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): 12/15/25 Agenda Date(s): 12/16/25 Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: 2026 Commissioner Meeting Calendar Background/Executive Summary: Draft schedule for the year 2026 Commissioner Meetings. Calendar is subject to changes throughout the year but this draft is a baseline schedule. Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): N/A Public Outreach: Publish to the Mason County Website Requested Action: Approval of publishing to the public via the Mason County Website Attachment(s): 2026 Commissioner Meeting Calendar S M T W T F S S M T W T F S 1 2 3 4 5 6 1 2 3 4 5 6 7 7 8 9 10 11 12 13 8 9 10 11 12 13 14 14 15 16 17 18 19 20 15 16 17 18 19 20 21 21 22 23 24 25 26 27 22 23 24 25 26 27 28 28 29 30 31 30 31 1 New Year's Day 6 7 8 9 a.m. Cmmr Mtg 13 14 15 20 21 22 9 a.m. Cmmr Mtg 27 28 29 4 17 24 SATURDAY 9 a.m. Briefing 5 9 10 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 11 M L King Day 9 a.m. Briefing 30 12 16 9 a.m. Briefing 18 19 23 25 26 31 DECEMBER 2025 FEBRUARY 2026 JANUARY 2026 2 32829 SUNDAY S M T W T F S S M T W T F S 1 2 3 1 2 3 4 5 6 7 4 5 6 7 8 9 10 8 9 10 11 12 13 14 11 12 13 14 15 16 17 15 16 17 18 19 20 21 18 19 20 21 22 23 24 22 23 24 25 26 27 28 25 26 27 28 29 30 31 29 30 31 3 4 5 9 a.m. Cmmr Mtg 10 11 12 17 18 19 9 a.m. Cmmr Mtg 24 25 26 8 21 28 SATURDAY 9 a.m. Briefing 9 13 14 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 15 9 a.m. Briefing Presidents' Day 16 20 22 23 27 JANUARY 2026 MARCH 2026 FEBRUARY 2026 6 712 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 4 5 6 7 1 2 3 4 8 9 10 11 12 13 14 5 6 7 8 9 10 11 15 16 17 18 19 20 21 12 13 14 15 16 17 18 22 23 24 25 26 27 28 19 20 21 22 23 24 25 26 27 28 29 30 3 4 5 9 a.m. Cmmr Mtg 10 11 12 17 18 19 9 a.m. Cmmr Mtg 24 25 26 31 1 2 9 a.m. Cmmr Mtg 8 21 28 SATURDAY 9 a.m. Briefing 9 13 14 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 15 9 a.m. Briefing 9 a.m. Briefing 3 16 20 9 a.m. Briefing Good Friday 22 23 27 29 30 4 FEBRUARY 2026 APRIL 2026 MARCH 2026 6 712 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 4 5 6 7 1 2 8 9 10 11 12 13 14 3 4 5 6 7 8 9 15 16 17 18 19 20 21 10 11 12 13 14 15 16 22 23 24 25 26 27 28 17 18 19 20 21 22 23 29 30 31 24 25 26 27 28 29 30 31 31 1 2 7 8 9 14 15 16 9 a.m. Cmmr Mtg 21 22 23 28 29 30 9 a.m. Cmmr Mtg 5 18 25 SATURDAY 9 a.m. Briefing 6 10 11 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY Easter Sunday 12 9 a.m. Briefing 9 a.m. Briefing 1 13 17 9 a.m. Briefing 19 20 24 26 27 2 MARCH 2026 MAY 2026 APRIL 2026 3 4 Good Friday 29 30 SUNDAY S M T W T F S S M T W T F S 1 2 3 4 1 2 3 4 5 6 5 6 7 8 9 10 11 7 8 9 10 11 12 13 12 13 14 15 16 17 18 14 15 16 17 18 19 20 19 20 21 22 23 24 25 21 22 23 24 25 26 27 26 27 28 29 30 28 29 30 28 29 30 5 6 7 12 13 14 9 a.m. Cmmr Mtg 19 20 21 26 27 28 9 a.m. Cmmr Mtg 2 3 4 APRIL 2026 JUNE 2026 MAY 2026 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 26 27 1 2 3 4 8 9 9 a.m. Briefing 10 11 15 16 9 a.m. Briefing 24 25 29 30 17 18 22 23 9 a.m. Briefing Memorial Day 31 1 5 6 9 a.m. Briefing S M T W T F S S M T W T F S 1 2 1 2 3 4 3 4 5 6 7 8 9 5 6 7 8 9 10 11 10 11 12 13 14 15 16 12 13 14 15 16 17 18 17 18 19 20 21 22 23 19 20 21 22 23 24 25 24 25 26 27 28 29 30 26 27 28 29 30 31 31 2 3 4 9 10 11 9 a.m. Cmmr Mtg 16 17 18 23 24 25 9 a.m. Cmmr Mtg 30 1 2 7 20 27 Juneteenth SATURDAY 9 a.m. Briefing 8 12 13 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 14 9 a.m. Briefing 9 a.m. Briefing 3 15 19 9 a.m. Briefing Independence Day Holiday Independence Day 21 22 26 28 29 4 MAY 2026 JULY 2026 JUNE 2026 5 6311 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 4 5 6 1 7 8 9 10 11 12 13 2 3 4 5 6 7 8 14 15 16 17 18 19 20 9 10 11 12 13 14 15 21 22 23 24 25 26 27 16 17 18 19 20 21 22 28 29 30 23 24 25 26 27 28 29 30 31 30 1 2 7 8 9 9 a.m. Cmmr Mtg 14 15 16 21 22 23 9 a.m. Cmmr Mtg 28 29 30 5 18 25 SATURDAY 9 a.m. Briefing 6 10 11 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 12 9 a.m. Briefing 9 a.m. Briefing 31 13 17 9 a.m. Briefing 19 20 24 26 27 1 JUNE 2026 AUGUST 2026 JULY 2026 3 4 Independence Day Holiday Independence Day 28 29 SUNDAY S M T W T F S S M T W T F S 1 2 3 4 1 2 3 4 5 5 6 7 8 9 10 11 6 7 8 9 10 11 12 12 13 14 15 16 17 18 13 14 15 16 17 18 19 19 20 21 22 23 24 25 20 21 22 23 24 25 26 26 27 28 29 30 31 27 28 29 30 28 29 30 4 5 6 9 a.m. Cmmr Mtg 11 12 13 18 19 20 9 a.m. Cmmr Mtg 25 26 27 1 2 3 9 a.m. Cmmr Mtg JULY 2026 SEPTEMBER 2026 AUGUST 2026 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 26 27 31 1 2 3 7 8 9 a.m. Briefing 9 10 14 15 9 a.m. Briefing 23 24 28 29 16 17 21 22 9 a.m. Briefing 9 a.m. Briefing 30 31 4 5 9 a.m. Briefing S M T W T F S S M T W T F S 1 1 2 3 2 3 4 5 6 7 8 4 5 6 7 8 9 10 9 10 11 12 13 14 15 11 12 13 14 15 16 17 16 17 18 19 20 21 22 18 19 20 21 22 23 24 23 24 25 26 27 28 29 25 26 27 28 29 30 31 30 31 1 2 3 9 a.m. Cmmr Mtg 8 9 10 15 16 17 9 a.m. Cmmr Mtg 22 23 24 29 30 1 9 a.m. Cmmr Mtg 6 19 26 SATURDAY Labor Day 7 11 12 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 13 9 a.m. Briefing 9 a.m. Briefing 2 14 18 9 a.m. Briefing 20 21 25 27 28 3 AUGUST 2026 OCTOBER 2026 SEPTEMBER 2026 4 53031 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 4 5 1 2 3 4 5 6 7 6 7 8 9 10 11 12 8 9 10 11 12 13 14 13 14 15 16 17 18 19 15 16 17 18 19 20 21 20 21 22 23 24 25 26 22 23 24 25 26 27 28 27 28 29 30 29 30 29 30 1 9 a.m. Cmmr Mtg 6 7 8 13 14 15 9 a.m. Cmmr Mtg 20 21 22 27 28 29 9 a.m. Cmmr Mtg 4 17 24 SATURDAY 9 a.m. Briefing 5 9 10 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 11 9 a.m. Briefing 9 a.m. Briefing 30 12 16 9 a.m. Briefing 18 19 23 25 26 31 SEPTEMBER 2026 NOVEMBER 2026 OCTOBER 2026 2 32728 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 1 2 3 4 5 4 5 6 7 8 9 10 6 7 8 9 10 11 12 11 12 13 14 15 16 17 13 14 15 16 17 18 19 18 19 20 21 22 23 24 20 21 22 23 24 25 26 25 26 27 28 29 30 31 27 28 29 30 31 3 4 5 10 11 12 9 a.m. Cmmr Mtg Veterans Day 17 18 19 24 25 26 9 a.m. Cmmr Mtg Thanksgiving Day 1 2 3 8 21 HOLIDAY 28 SATURDAY 9 a.m. Briefing 9 13 14 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 15 9 a.m. Briefing 9 a.m. Briefing 4 16 20 9 a.m. Briefing 22 23 27 29 30 5 OCTOBER 2026 DECEMBER 2026 NOVEMBER 2026 6 712 9 a.m. Briefing SUNDAY S M T W T F S S M T W T F S 1 2 3 4 5 6 7 1 2 8 9 10 11 12 13 14 3 4 5 6 7 8 9 15 16 17 18 19 20 21 10 11 12 13 14 15 16 22 23 24 25 26 27 28 17 18 19 20 21 22 23 29 30 24 25 26 27 28 29 30 31 1 2 3 8 9 10 9 a.m. Cmmr Mtg 15 16 17 9 a.m. Cmmr Mtg 22 23 24 HOLIDAY 29 30 31 6 19 Christmas 26 SATURDAY 9 a.m. Briefing 7 11 12 MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY 13 9 a.m. Briefing 1 14 18 New Year's Day 20 21 25 27 28 2 NOVEMBER 2026 JANUARY 2027 DECEMBER 2026 4 52930 9 a.m. Briefing SUNDAY Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Angela Avery Ext: Click or tap here to enter text. Department: Indigent Defense Briefing: Action Agenda: ❑ Public Hearing: ❑ Special Meeting: ❑ Briefing Date(s): December 15, 2025 Agenda Date(s): Click or tap here to enter text. Internal Review: Finance ❑ Human Resources r1 Legal ❑ IT ❑ Risk ❑ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item A. Proposed Case Weighting Policy B. Compliance with Caseload Reductions C. Proposed 2026 Contract for Indigent Defense Cases Background/Executive Summary: A. Proposed Case Weighting Policy: Uniform system for weighting cases when applying mandatory and advisory numerical caseload standards for attorneys appointed at public expense in the Superior, Juvenile and District Courts of Mason County. B. Compliance with Caseload Reductions: Caseload projections for 2026. Anticipated MCPD attorney & staff needs and anticipated contractor utilization for 2026. C. Proposed 2026 Contract for Indigent Defense Cases: Revised contract to clarify case weighting and billing policies, to ensure contractor compliance with said policies. Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): Unknown. Given current projections a minimum of 123 felony case credits will have to be assigned to outside attorneys. We have no way of predicting what type of cases these will represent and therefore cannot anticipate how many hours at $175/hour will be billed. Public Outreach: N/A Requested Action: Approve the Proposed Case Weighting Policy Withdraw Public Defense request for an additional District Court attorney for 2026 Approve Proposed 2026 Contract for Indigent Defense Cases. Attachment(s): A. Proposed Case Weighting Policy B. Compliance with New Caseload Reduction Standards C. Proposed 2026 Contract for Indigent Defense Cases Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Ian Tracy Ext: Click or tap here to enter text. Department: Choose an item. Briefing: ☒ Action Agenda: ☒ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): 12/15/25 Agenda Date(s): 12/16/25 Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: Urgent Flooding News Release Background/Executive Summary: New release warning to public with resources and information in case of floods within Mason County Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): N/A Public Outreach: New release warning to public with resources and information in case of floods within Mason County Requested Action: Allow for News Release to be read and Published 12/16/2025 Attachment(s): Urgent Flooding News Release NEWS RELEASE December 11th, 2025 MASON COUNTY COMMISSIONERS’ OFFICE 411 N 5TH ST, BLDG 1, SHELTON, WA 98584 TO: KMAS, KRXY, SHELTON-MASON COUNTY JOURNAL, THE OLYMPIAN, SHELTON CHAMBER OF COMMERCE, NORTH MASON CHAMBER OF COMMERCE, CITY OF SHELTON, ECONOMIC DEVELOPMENT COUNCIL, THE SUN RE: Flooded Wells and Septic Systems Flooding events are occurring throughout many parts of Mason County. If your drinking water well has been impacted by flood waters, discontinue use and follow the guidance found at: https://www.epa.gov/sites/default/files/2015- 05/documents/epa816f05021.pdf If your septic system has been impacted by flood water follow the guidance found at: https://www.epa.gov/sites/default/files/2015- 11/documents/2005_09_22_faq_fs_whattodoafteraflood_septic_eng.pdf If you have any questions call Mason County Environmental Health staff 360-427-9670 x400 or e-mail environmentalhealth@masoncountywa.gov. Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: Casey Bingham Ext: 562 Department: Public Health Briefing: ☒ Action Agenda: ☐ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): December 15th, 2025 Agenda Date(s): Not Applicable Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (This is the responsibility of the requesting Department) Item: 2026 Environmental Health Fees Background/Executive Summary: Yearly Environmental Health Fee increases based on CPI. Budget Impact (amount, funding source, budget amendment, etc.): N/A Public Outreach: NA Requested Action: No Requested Action just FYI Attachment(s): New Fee Schedule and Resolution 70-13 Mason County Public Health and Human Services 2025 Environmental Health Fee Schedule Page 1 of 5 2025 2026 Plan Review Private 2 Party $305 310 3-14 Connections $705 720 Existing System Approval $505 520 Re-submittal $165 170 Well Construction Permit $305 310 Well Decommissioning $405 415 Well Site Inspection $255 260 Re-inspection $165 170 Group B or Individual Sanitary Survey $470 485 Water System Health Letter $100 100 Waiver/Variance $305 310 Water Adequacy Review - See building permit plan review Technical Assistance (per hour)$100 100 Appeal $205 205 Plan review (per hour)$100/hr 100 Pre-school $100/hr 100 Elementary School $100/hr 100 Middle School $100/hr 100 High School $100/hr 100 Day Care $100/hr 100 Technical Assistance (per hour)$100/hr 100 Year-round Operation $505 520 Additional pool or spa $100 100 SeasonalOperation $405 415 Additional pool or spa $50 55 TechnicalAssistance (per hour)$100/hr 100 Process & ship vector specimen $50 55 Drinking Water Program School Inspection Water Recreation Facility Vector Mason County Community Services - Environmental Health 415 N. 6th Street - Shelton, WA 98584 360-427-9670, ext. 400 Mason County Public Health and Human Services 2025 Environmental Health Fee Schedule Page 2 of 5 Municipal Landfill Application $100/hr 100 Renewal $470 485 Closure/ Post Closure $470 485 Transfer Station, Moderate Risk Waste Facility Application $540 555 Renewal $405 415 Per Ton (Fee set by resolution)$1.50 2 Monofill, Inert Disposal/Landfill Application $610 625 Renewal $405 415 Closure/ Post Closure $335 365 Woodwaste, Woodwaste recycling, Composting, Limited purpose landfill, Medical Incinerator, Waste to energy, Treatment facility Application $745 765 Renewal $470 485 Closure/ Post Closure $325 330 Piles, Surface Impoundments Application $405 415 Renewal $305 310 Tire Pile, Recycling,Conditional Exempt Waste Facility, Drop Box Application $405 415 Renewal $305 310 Non-inert Construction Demo Landfill Application $945 975 Renewal $540 555 Closure/ Post Closure $370 380 Energy Recovery/Inceneration Application $5,125 5,265 Renewal $1,830 1,880 Technical Assistance (per hour)$100/hr 100 Waiver $305 310 Appeal $200 205 Illegal Drug Lab Plan Review 295 310 Per hour over 3 hours $95/hr 100 Hazardous Material Cleanup Solid Waste Program Mason County Community Services - Environmental Health 415 N. 6th Street - Shelton, WA 98584 360-427-9670, ext. 400 Mason County Public Health and Human Services 2025 Environmental Health Fee Schedule Page 3 of 5 Restaurants Complex Large $915 935 Complex Small $600 615 Non-complex Large $405 415 Non-complex Small $305 310 Taverns Complex Large $915 935 Complex Small $610 615 Non-complex (no Food)$305 310 Mobiles Complex $600 615 Non-complex $305 310 Kitchens Large $305 330 Small $210 215 Confectionery $210 215 Espresso $210 215 Bed & Breakfast $210 215 Bakery $305 310 School/Jail Food Service Central Kitchen $305 310 Satellite Kitchen $210 215 Headstart/Preschool $255 260 Re-inspections Initial $100 100 Follow-up $165 170 Technical Assistance (per hour)$100/hr 100 Plan Review (per hour)$100/hr 100 Appeal/Office Conference $200 205 Catering Off Premises Vending - Licensed Restaurant $210 215 Catering with Commessary Only $305 310 Grocery/Markets 0-3 Checkstands Base fee $305 310 4+ Checkstands Base fee $355 365 For Each Department Add: Bakery $100 100 Meat $100 100 Seafood $100 100 Deli $155 160 Espresso $100 100 Food Handlers Card (fee set by State)$10 10 Duplicate for Lost Food Handlers Card $3 3 Food Service Permit Fees Mason County Community Services - Environmental Health 415 N. 6th Street - Shelton, WA 98584 360-427-9670, ext. 400 Mason County Public Health and Human Services 2025 Environmental Health Fee Schedule Page 4 of 5 Low Risk Foods Regular Tax Exempt Single Event $50 55 $35 45 Multiple up to 21 days $100 100 $80 80 Farmer's Market $85 90 $65 70 Moderate Risk Foods Single Event $100 100 $80 80 Multiple up to 21 days $200 205 $160 165 Farmer's Market $190 195 $140 145 High Risk Foods Single Event $155 160 $120 125 Multiple up to 21 days $305 310 $235 240 Farmer's Market $290 295 $230 235 Expedited Food Permit Additional 50% of fee BLA (office review)$155 160 Large Lot Subdivision Application fee $470 485 Per Parcel fee $40 40 Short Subdivision $470 485 Subdivision Application fee $705 720 Per Parcel fee $40 40 Other review (per hour)$100/hr 100 Pre-application meeting - Major EH Plan Review $270 275 Change in Tennant - Minor EH Plan Review $140 145 Building Plan Review/Change of Use - Onsite Sewage:$140 145 Building Plan Review/Change of Use - Drinking Water Availability:$140 145 Water Resource Inventory Area (WRIA) Fee, (set by State)$500 500 Technical Assistance (per hour)$100/hr 100 Certified Installer Annual $305 310 Certified Pumper Inspection <1 hour, additional time billed per hour $100/hr 100 Annual $305 310 Certified O&M Specialist Annual $305 310 Washington State DOL Certified Designer Inclusion on Mason County list - Annual Listing $40 40 Individual permit $555 570 Installation $270 275 Extension $165 170 Temporary Food Event Land Use Fees Licensed Onsite Professionals Onsite Sewage System Fees Mason County Community Services - Environmental Health 415 N. 6th Street - Shelton, WA 98584 360-427-9670, ext. 400 Mason County Public Health and Human Services 2025 Environmental Health Fee Schedule Page 5 of 5 Homeowner install - in addition to installation fee $230 235 Tank Only $270 275 Community/Commercial $1,285 1,320 Base + hourly rate > 8 hrs Per connection (payable with design submittal $165 170 Re-inspection/Re-submittal $165 170 Winter Observation $610 625 EH Review (Non-refundable) CRT Water $270 275 Septic $270 275 Both $450 465 Property Evaluation $370 380 Dye Test (supplies extra)$100/hr 100 Appeal Waiver/Variance Staff/EH $200 205 Health Officer/DOH/Director $305 310 Technical Assistance (per hour)$100/hr 100 Technical Assistance all EH Programs $100/hr 100 Scanning fee (per document/permit)10 Operating without a permit Double permit fee Other EH Fees Mason County Community Services - Environmental Health 415 N. 6th Street - Shelton, WA 98584 360-427-9670, ext. 400 Mason County Agenda Request Form To: Board of Mason County Commissioners Item No. From: David Windom Ext: 260 Department: Public Health Briefing: ☒ Action Agenda: ☐ Public Hearing: ☐ Special Meeting: ☐ Briefing Date(s): 12/15/25 Agenda Date(s): Internal Review: ☐ Finance ☐ Human Resources ☐ Legal ☐ IT ☐ Risk ☐ Other (Please ensure proper internal review channels have been followed, this is the responsibility of the requesting Department) Item: Local Homeless Housing Plan (2025-2030) Background/Executive Summary: Washington state law requires local governments to develop a five-year local homeless housing plan that provides goals, strategies, activities, performance measures, and timelines to eliminate homelessness within the county. A public hearing was held on 12/9/25 to take public comment on the draft plan. The hearing has been continued to a later date to incorporate revisions to the plan. The Department of Commerce has approved an extension for the submission of the plan to January 31st, 2026. Associated Costs/Budget Impact (amount, funding source, budget amendment, etc.): N/A Public Outreach: 12/9/25 public hearing continued to a later date Requested Action: Information only Attachment(s):