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HomeMy WebLinkAboutQuilcene Historical Museum - 120720 Amend 2Obi 00 Vy) - ��..� P;,,t,c1 1IN� l C-i� CONTRACT AMENDMENT #2 By and Between JEFFERSON COUNTY and QUILCENE HISTORICAL MUSEUM For Hotel -Motel Funding 2020 This Amendment 42 is by and between JEFFERSON COUNTY (hereinafter known as "COUNTY" and the QUILCENE HISTORICAL MUSEUM (hereinafter known as "MUSEUM"). WHEREAS, the COUNTY and the MUSEUM entered into an Agreement on January 21, 2020 for Hotel -Motel Funding in 2020; and WHEREAS, the COUNTY and the MUSEUM amended the original agreement on July 6, 2020; and WHEREAS, the parties desire to further amend the terms of the agreements; and WHEREAS, in recognition of the unavoidable disruption to tourism activities from the COVID-19 pandemic, the MUSEUM has volunteered to reduce the amount of their 2020 grant funding; and WHEREAS, on October 7, 2020 the Jefferson County Lodging Tax Advisory Committee (LTAC) reviewed and recommended to the Board of County Commissioners to amend their current funding agreements to allow grant recipients to invoice up to the amount of their voluntary 2020 funding reduction, during the I" quarter of 2021; NOW, THEREFORE, IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN that the Agreement executed on January 21, 2020 and amended on July 6, 2020 is hereby further amended as follows: 1. Paragraph 3 of "Section 3: Responsibility of Jefferson County" of the July 6, 2020 amended agreement is hereby amended as follows: 3. The $11,215 reduction from 2020 will be made available during the 1" quarter of 2021 for potential use by the MUSEUM to promote Jefferson County in 2021. 2. "Section 4: Term" of the January 21, 2020 agreement is hereby amended as follows: This agreement shall be for a term of fifteen (15) months, commencing on Januar,2020 and ending on March 31, 2021. The reports referenced in Section 2, will be due January 31, 2021 and February 28, 2021. 3. All other terms and conditions of the original Agreement executed on January 21, 2020 and amended on July 6, 2020 will remain the same. APPROVED and signed this �''!' day of December, 2020. JEFFERS N COUNTY Attest: BOARD OF COMMISSIONERS Carolyn Gallaway, CMC a. g otherton, Chair Deputy Clerk of the Board Approved as to Form: I/ ' C 14, / t Philip Hunsucker, 1/4 Chief Civil Deputy Prosecuting Attorney XQUIENE.� CAL USEUM Authorized Offic' 1 L "� Consent Agenda JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Philip Morley, County Administrator FROM: Leslie Locke, Executive Assistant DATE: cy�� , 2020 SUBJECT: AGREEMENT, Amendment #2 re: 2020 Lodging Tax Funding; To Allow Grant Recipients to Invoice up to the Amount of their Voluntary 2020 Funding Reduction during the 1st Quarter of 2021; Quilcene Historical Museum STATEMENT OF ISSUE: 2020 Lodging Tax Funding Recommendations from the Lodging Tax Advisory Committee (LTAC) to extend the invoicing of 2020 funds through the 1 st Quarter of 2021. ANALYSIS: The Lodging Tax Advisory Committee have submitted a recommendation the County Commissioners to authorize amendments to the 2020 contracts. The amendments would allow grant recipients to invoice up to the amount of their voluntary 2020 funding reduction, during the 1 st quarter of 2021. All recipients will be given the opportunity to amend their 2020 funding agreement. On October 26, 2020, the BOCC approved the LTAC's recommendation. FISCAL IMPACT: No impact. The funds have been budgeted in 2020. Due to the COVID 19 pandemic there has been a decrease in tourism. 2020 grant recipients were asked to make any reductions with the understanding that any reduction would be earmarked for potential use to promote Jefferson County in 2021, contingent on a recommendation by the Lodging Tax Advisory Committee to award those funds in 2021 and approval by the Board of County Commissioners. RECOMMENDATION: Approve Amendment No. 1 to the 2020 Lodging Tax Funding Agreement with Quilcene Historical Museum. CONTRACT REVIEW FORM CONTRACT WITH: Quilcene Historical Museum TRACKING NO.: BOCC 2020-27 (Contractor/Consultant) CONTRACT FOR: Amend #2 for 2020 Lodging Tax Funding TERM: COUNTY DEPARTMENT: Countv Administrator For More Information Contact: Philip 1V Contact Phone #: Ext. 383 RETURN TO: Leslie Locke (Person in Department) AMOUNT: $11,215 Revenue Expenditure Matching funds Required Source(s) of Matching Funds Step l: XAPPROVED FORM Comments REVIEW BY Review t Date Review( RETURN BY: PROCESS: ❑ Exempt from Bid -Process ❑ Consultant Selection Process ❑ Cooperative Purchase ❑ Competitive Sealed Bid ❑ Small Works Roster ❑ Vendor List Bid ❑ RFP or RFQ ❑ Other ❑ Returned for revision (See Comments) Step 2: REVIEW BY PROSE f I G ATTORNEY y. Review by: Philip C. Hunsucker Date Reviewed`. 47 Chief Civil Deputy Prosecuting Attorney APPROVED AS TO FORM ❑ R turned for revision (See Comments) Step 3: (If required) DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract(s), Agenda Request, and Contract Review form. Also, please send 2 copies of just the Contract(s) (with the originals) to the BOCC Office. Place "Sign Here" markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4:30 p.m. TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.) Mfc" Q � k 1 . r) 1� , ) 1_­", AGREEMENT FOR 2020 HOTEL -MOTEL FUNDING FOR TOURISM SERVICES QUILCENE HISTORICAL MUSEUM This Agreement is by and between JEFFERSON COUNTY (hereinafter known as "COUNTY" and the QUILCENE HISTORICAL MUSEUM (hereinafter known as "MUSEUM"). WHEREAS, the MUSEUM is a non-profit corporation of the State of Washington; and WHEREAS, the COUNTY desires to promote tourism by documenting, preserving and displaying County heritage for the benefit of its residents and to encourage tourist interest in Jefferson County, as authorized by Chapter 67.28 RCW and Jefferson County Code Chapter 3.25; and WHEREAS, the Jefferson County Lodging Tax Advisory Committee reviewed and recommended funding the lodging tax proposal by the Quilcene Historical Museum to promote, operate and maintain the museum as a cultural resource and tourism destination, and to provide information to tourists and residents about the local area; IN CONSIDERATION of the mutual covenants and agreements herein it is agreed by the parties as follows: SECTION 1: SERVICES TO BE PERFORMED The MUSEUM shall use its capabilities and utilize the funding provided under this agreement to continue and update the ongoing performance of the following tourism promotion services consistent with the Itemized List of Proposed Tourism Promotion Services and Lodging Tax Budget a copy of which is incorporated herein and attached hereto as Exhibit A: 1. Operation of the Quilcene Historical Museum and programs, including: a. Care of the collection for its long-term maintenance. b. Outreach to County residents through educational programs and Museum exhibits regarding cultural and natural heritage. c. Continued documentation of County heritage through collecting, oral history, research and other means. d. Advocacy of heritage preservation through all available means including the enhancement of heritage based tourism for the economic development of the County. 2. Be a point of contact for the Jefferson County Tourism Coordinating Council for support and participation in tourism promotional activities; assist in developing regional promotional material in conjunction with other Chambers of Commerce and the Tourism Coordinating Council. Page: 1 of 9 Quilcene Historical Society 3. Respond to specific requests referred by the Olympic Peninsula Tourism Commission, the Jefferson County Tourism Coordinating Council and all other Jefferson County visitor's centers and Chambers of Commerce. 4. As vacancies occur, recommend potential representatives and alternates for inclusion with other candidates for consideration by the Board of County Commissioners for appointment to the Tourism Coordinating Council to represent the Quilcene region. SECTION 2: RESPONSIBILITIES OF THE OUILCENE HISTORICAL MUSEUM 1. On or before January 31; April 30; July 31; October 31, 2020; and January 31, 2021, provide to the COUNTY: • A quarterly report of the use, services, programs and activities of the MUSEUM under this Agreement for the prior quarter; • A quarterly financial statement detailing revenues, expenses and cash balances for the prior quarter; and for the final quarter report, the financial statement shall also include a detailed financial statement for all 2020. 2. On or before January 31, 2020 (OR upon execution of this agreement) and July 31, 2020, provide to the COUNTY: • A billing statement requesting payment of Hotel -Motel Funding for the current half year. 3. For a minimum of six (6) years, maintain documented proof of payments made, contracts executed, and other expenditures authorized under this Agreement. Upon reasonable notice, provide access to County or State representatives to audit those records. 4. Funding provided by this Agreement may only be expended on the services described in Section 1 of this Agreement. Any monies used for other services or purposes shall be refunded to Jefferson County. Any monies under -expended of the total funding allocated under this Agreement shall be refunded to Jefferson County by January 31, 2021. 5. By February 28'h of each year provide the following information on Exhibit B, attached hereto and incorporated by reference for the previous year. a. Each festival, event, or tourism facility owned and/or operated by MUSEUM. b. The amount of lodging tax revenue allocated for expenditure (whether actually expended or not) by the MUSEUM on each festival, event or tourism facility. c. Estimated number of tourists served at each festival, event or tourism facility. ("Tourist" includes persons traveling more than 50 miles to the location of the event, festival or facility and overnight stays in the area). d. Estimated lodging stays. ("Lodging" refers to commercial lodging such as hotels, motels, resorts, bed and breakfasts, or commercial campgrounds). e. Measurements that demonstrate the impact of increased tourism attributable to the event, festival or facility. Page: 2 of 9 Quilcene Historical Society SECTION 3: RESPONSIBILITY OF JEFFERSON COUNTY 1. The COUNTY will provide the MUSEUM funding from Hotel -Motel Tax receipts to be used in support of their responsibilities as defined under this agreement. 2. Said funding is in the sum of $44,430 for 2020. Semi-annual payments of $22,215 will be made in the first and third quarter of 2020. Payments are to be predicated on submittal of reports defined in Section 2. Payment will be made by the COUNTY upon receipt of an invoice on the next available billing cycle. SECTION 4: TERM This Agreement shall be for a term of one year, commencing on January 1, 2020 and ending on December 31, 2020, except for the reports referenced in Section 2, due January 31, 2021 and February 28, 2021. All activities performed pursuant to this Agreement within its term and prior to its execution are hereby ratified. SECTION 5: ASSIGNMENT Either party to the agreement shall not assign this Agreement, except by signed amendment. SECTION 6: MODIFICATION This Agreement may be modified by mutual written agreement executed by both parties. SECTION 7: TERMINATION The Agreement may be terminated, in whole or in part, by the County upon thirty (30) days written notice in the event expected or actual revenue from the Hotel -Motel Tax is reduced or limited in any way, or for non-performance of duties under this Agreement, or for any reason. The MUSEUM may terminate this Agreement upon thirty (30) days written notice to the COUNTY. In the event of termination under this clause, the County shall be liable to pay only for services rendered prior to the effective date of termination. If termination covers a period for which payment has already been made, MUSEUM shall refund to the COUNTY a pro -rated share of the payment based upon the balance of time remaining in the paid period, unless otherwise negotiated. SECTION 8: HOLD HARMLESS The MUSEUM shall indemnify and hold the COUNTY, and its officers, employees, and agents harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, demands, or suits at law or equity arising in whole or in part, directly or indirectly, from the MUSEUM's negligence or breach of any of its obligations Page: 3 of 9 Quilcene Historical Society under this Agreement; provided that nothing herein shall require the MUSEUM to indemnify the COUNTY against and hold harmless the COUNTY from claims, demands or suits based solely upon the conduct of the COUNTY, its officers, employees and agents, and; provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the MUSEUM's agents or employees; and, (b) the COUNTY, its officers, employees and agents, this indemnity provision with respect to claims or suits based upon such negligence, and/or the costs to the COUNTY of defending such claims and suits, etc., shall be valid and enforceable only to the extent of the MUSEUM's negligence, or the negligence of the MUSEUM's agents or employees. The MUSEUM specifically assumes potential liability for actions brought against the COUNTY by the MUSEUM's employees, or any other persons engaged in the performance of any work or service required of the MUSEUM under this Agreement and, solely for the purpose of this indemnification and defense, the Contractor specifically waives any immunity under the state industrial insurance law, Title 51 RCW. The MUSEUM recognizes that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. SECTION 9: INSURANCE The MUSEUM shall obtain and keep in force during the term of the Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to RCW 48. Worker's Compensation and Employer's Liability Insurance as required by the State of Washington. The MUSEUM shall maintain Workers' Compensation coverage as required under the Washington State Industrial Insurance Act, RCW Title 51, for all MUSEUM employees, agents and volunteers eligible for such coverage under the Industrial Insurance Act. 2. Commercial Automobile Liability Insurance providing bodily injury and property damage liability coverage for all owned and non -owned vehicles assigned to or used in the performance of the work for a combined single limit of not less than $1,000,000 per occurrence in connection with MUSEUM's performance of the contract, including: a. Owned Automobiles; b. Hired Automobiles; and C. Non -owned Automobiles. General Commercial Liability Insurance in an amount not less than a single limit of one million dollars ($1,000,000.00) per occurrence and an aggregate of not less than two (2) times the occurrence amount ($1,000,000.00 minimum) for bodily injury, including death and property damage, unless a greater amount is specified in the contract specifications. The insurance coverage shall contain no limitations on the scope of the protection provided and include the following minimum coverage: a. Broad Form Property Damage, with no employee exclusion; Page: 4 of 9 Quilcene Historical Society b. Personal Injury Liability, including extended bodily injury; C. Broad Form Contractual/Commercial Liability — including: completed operations; d. Premises — Operations Liability (M&C); e. Independent Contractors and subcontractors; f. Blanket Contractual Liability. Said commercial automobile liability policy and general commercial liability policy shall name the County as an additional insured and shall include a provision prohibiting cancellation or reduction of coverage of said policy except upon thirty (30) days prior written notice to the County. Certificates of coverage as required by this Section shall be delivered to the County within thirty (30) days of execution of this Agreement. The County may, upon the Contractor's failure to comply with any or all provisions of this contract relating to insurance, withhold payment or compensation that would otherwise be due to the Contractor. If the proof of insurance or certificate indicating the County is an "additional insured" to a policy obtained by the Contractor refers to an endorsement (by number or name) but does not provide the full text of that endorsement, then it shall be the obligation of the Contractor to obtain the full text of that endorsement and forward that full text to the County. All insurance policies obtained by MUSEUM in order to comply with this Section shall be primary and non-contributory as against any coverage provided through any memorandum of coverage for third party liability claims or actions obtained and retained by the County through a Ch. 48.62 RC W "Risk Pool." It is agreed by the parties that insurers shall have no right of recovery or subrogation against the County (including its employees and other agents and agencies), it being the intention of the parties that the insurance policies so affected shall protect both parties and be primary coverage for any and all losses covered by the above described insurance. The insurance maintained by MUSEUM under this Agreement shall not in any manner limit or qualify the liabilities or obligations of MUSEUM under this Agreement. SECTION 10: INDEPENDENT CONTRACTOR The MUSEUM and the COUNTY agree that the MUSEUM is an independent contractor with respect to the services provided pursuant to this agreement. Nothing in this agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the MUSEUM nor any employee of the MUSEUM shall be entitled to any benefits accorded County employees by virtue of the services provided under this agreement. The COUNTY shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the MUSEUM, or any employee, representative, agent or contractor of the MUSEUM. The MUSEUM shall be responsible for all applicable Page: 5 of 9 Quilcene Historical Society withholdings, deductions, state industrial insurance, tax reports, business licenses, registrations, and all other obligations of an independent organization. SECTION 11: COMPLIANCE WITH LAWS The MUSEUM shall comply with all Federal, State, and local laws and ordinances applicable to the work to be done under this Agreement. This Agreement shall be interpreted and construed in accord with the laws of the State of Washington and venue shall be in Jefferson County, Washington. SECTION 12: DISCRIMINATION PROHIBITED The MUSEUM with regard to the project to be completed under this agreement, will not discriminate on the grounds of age, sex, marital status, sexual orientation, race, creed, color, national origin, honorably discharged veteran or military status, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a person with a disability, unless based upon a bona fide occupational qualification in the selection and retention of employees, materials, supplies, contractors or subcontractors. SECTION 13: INTEGRATED AGREEMENT This agreement together with attachments or addenda represents the entire and integrated agreement between the County and the MUSEUM and supersedes all prior negotiations, representations, or agreements written or oral. This agreement may be amended only by written instrument signed by both the County and the MUSEUM. APPROVED and signed this ��5 day of:JG'hHv�v� , Zvi . Attest: Carolyn Gallaway, Deputy Clerk of the Board Approved as to Form: �� f //� Zozo Philip Hunsucker, Chief Civil Deputy Prosecutor QUIL NE HISTORICAL SOCIETY Authorized kial Page: 6 of 9 Quilcene Historical Society EXHIBIT A Itemized List of Proposed Tourism Promotion Services and Lodging Tax Budget [Note: Quiicene Historical Museum shall decrease total lodging tax expenditures to $44M] 2018-2019-,10111 1.1t l�or Ev4ntt S ROW A � u,..an Es oot s a1u $ 8, 040 $11. 040 V 1.. 581 exhbb cot srrcee nwilelbrs / eo report evwrt,!ON sls & s qft 2. CA!NOA*w Palfblefahios & Web or 1111=000F 0 McCoteeals $ 1120 $ = S/250 ) FAM bus, C*" Loop,101 &ftwy, CIWQ, Qukww Fair. Qul ans AMW OPTC (Olympic Pent ab Taoism Ctnuaq. OPVB (Olyrr* P**wUb Vbkm BWem) Sbb, Pepk W, li iWrllonel mandw rips, Clrerrtm of Carnrrwroe, Llorw' Club, Boy Soouls Qu CGM / Brtrnon C.erdm Club, edtvgibnal 6 sdrobNhV proprarrx, Quiaerw Baaeier Club O*dmn propsa event, Local Farms d Sesbod producers Fema MerksK Car & RV poop bus, Vi WWu bus 6 sducallm 3. M NWIL ISP, Phorp Yu E�saSeCeiO4eNi ww S5,30A, dormM, wpm & nraiftWce, whrmnert wdh *ft b JellCo bdOV, end ererrts Museum 2020 Season Open% All) 'M ae & Spmb Tmft For OW) OM . Egg thou' ftM 'CAslwne Fsed W Neekere (Sept] OW Aumni Reunion e> hk& (.bare) WCNN*pb wm 'harvest Fesdvaf' (Oct) V*xftVton Park `fir Pkrw' (June) Appre k*m Dhw (Nov) WorftVl n Perk outdoor Movie wqm (June, Aug) 7h* Exprsss Fesbvar' Obvmw) "gran Gravel crmvar No Trek (June) rCon>mu* L F,e~ (Dec) WONrOm A erasion open horse On (June,July,Sept) V/akome ft Marlalays' gala (Dec) Nub I Ada 6 Promotlon Rand padow PttClrat 5. Emb—a oAA S—wwC 6, emw# illaewMl Cade / 16ttZ & �OSo 55050 ' ' ,,; design, WWtdm come brw d %. web algid Orel Y Pwjw P*ssioo services Jefferw^CowY hwory I OjWm pub#cag= bcoes rnaarierave 6. Trawi>d I Coll >ferisr>cas, DO$b l ON -Oft office $1400 $24f)O Cm%rence / Convention / Meeting 100. 2oc - . was= Prv«,.t Code it M30 Oft Expenses, Ptvgram 21Y)' 400 - ` 111 w bpgwt Cent S sly, Travel 306 _ 0.) - Cab I M" ON= Evwee. Adnkiskahm 2w -- 5W Mundt emom cot s ow Pbstape, AdmUrisiraft *u - 700 - ' " Mdesm 9 p - I - Coif j I= 1'rinlrrg and Copying, Adman 1 OG - 300 - ' Vol Expwwt Cady ! lM TOTAL LTAC request for Museum tourism txnmotion ! t fir r $34 8.1; Page 7 of 9 Quilcene Historical Society r CONTRACT AMENDMENT # 1 By and Between JEFFERSON COUNTY and QUiLCENE HISTORICAL MUSEUM For Hotel -Motel Funding 2020 This Amendment # I is by and between JEFFERSON COUNTY (hereinafter known as "COUNTY" and the QUILCENE HISTORICAL MUSEUM (hereinafter known as "MUSEUM"). WHEREAS, the COUNTY and the MUSEUM entered into an Agreement on January 21, 2020 for Hotel - Motel Funding in 2020; and WHEREAS, the parties desire to amend the terms of that Agreement; and WHEREAS, in recognition of the unavoidable disruption to tourism activities from the COVID-19 pandemic, the MUSEUM has volunteered to reduce the amount of their 2020 grant funding; and WHEREAS, on May 19, 2020 the Jefferson County Lodging Tax Advisory Committee (LTAC) reviewed and recommended a reduction in the amount of $11,215; NOW, THEREFORE, IT IS AGREED BETWEEN BOTH PARTIES AS NAMED HEREIN that the Agreement executed on January 21, 2020 is hereby amended as follows: 1. Paragraph 5 is added to "Section 1: Services To Be Performed" of the January 21, 2020 Agreement as follows: 5. in recognition of the unavoidable disruption to tourism activities from the COV ID-19 pandemic, the MUSEUM may substitute other Promotion Services in 2020 in using the funding provided through this Agreement, upon prior presentation of an itemized list to the Lodging Tax Advisory Committee (LTAC) and affirmative vote by the LTAC recommending that the MUSEUM proceed with the proposed substitution. In such case no amendment to this Agreement shall be required and the MUSEUM may use the funding to perform the substitute Promotion Services in 2020. 2. Paragraph 2 of "Section 3: Responsibility of Jefferson County" of the January 21, 2020 Agreement is hereby amended as follows: 2. The County recognizes that an original allocation to MUSEUM of $44,430 in Hotel -Motel funds to promote Jefferson County has voluntarily been reduced by $11,215 because of the impacts of the COVID- 19 pandemic, resulting in an allocation of $33,215 in 2020. Therefore, funding is in the sum of $33,215 for 2020. Payment is to be predicated on submittal of reports defined in Section 2. Payment will be made by the COUNTY upon receipt of an invoice on the next available billing cycle. 3. Paragraph 3 is added to "Section 3: Responsibility of Jefferson County" of the January 21, 2020 Agreement as follows: 3. The $11,215 reduction from 2020 is earmarked for potential use by the MUSEUM to promote Jefferson County in 2021, contingent on a recommendation by the Lodging Tax Advisory Committee to award those funds to the MUSEUM in 2021 and approval by the Board of County Commissioners. 4. All other terms and conditions of the original Agreement executed on January 21, 2020 will remain the same. APPROVED and signed this 6"' day of July, 2020. Attest: Qn-of allaway, Deputy Clerk of the Board Approved as to Form: - -� 7/2/2020 Philip Hunsucker, Chief Civil Deputy Prosecuting Attorney Chair