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Home My WebLink AboutDRAFT 2024 S3 MOU-TCC- vMMDD2023Jefferson County Tourism Coordinating Council & S3 management services MOU This Memorandum of Understanding (MOU), based on the Department of Enterprise Services Master Contract Usage Agreement #20422 for Communications and Marketing Services, entered into by Jefferson County on June, 19, 2013, is made pursuant to Chapter 39.34 of the Revised Code of Washington, and other applicable laws, by and between Steve Shively, licensed for business in Washington State d.b.a. S3 SOLUTIONS (S3) is pleased to provide the following TOURISM MARKETING, ADMINISTRTIVE and DIGITAL MEDIA MANAGEMENT (DMM) management services to Jefferson County Tourism Coordinating Council (TCC). This working relationship is guided by a Memorandum of Understanding (MOU) between both parties, originally initiated August 16, 2014, and updated as detailed and agreed to herein. MEMORANDUM OF UNDERSTANDING (MOU) BETWEEN S3 and TCC I. This agreement is renewed as of January 1,2024 by and between Steve Shively, with office at 2023 E. Sims Way #308, Port Townsend, WA 98368, hereinafter known as S3, with Jefferson County Tourism Coordinating Council an officially appointed council of the Jefferson County Board of County Commissioners, hereinafter known as the TCC, for the purpose of described management services. This updated agreement shall begin on January 1, 2023. II. Services The purpose of this MOU is for S3 to provide TCC with comprehensive Tourism Marketing, Digital Media Management, and Administrative services with the goal to: 1. Act as the TCC Marketing Coordinator to oversee and implement all Media Marketing programs, print, digital, and other media. And to advise TCC of best practices for successful tourism marketing promotions aimed at overnight and extended stays in local lodging. 2. Maintain the TCC Web Site and social media platforms. Administer print and digital content, including, but not limited to lodging listings. 3. Formulate, represent and provide accurate accounting of TCC’s LTAC (Lodging Tax Advisory Committee) annual tourism marketing allocations. 4. If requested, act on behalf of TCC Secretary, preparing, communicating and coordinating all elements of monthly TCC meeting. Keeping TCC informed of milestone dates and requirements from Council. 5. With coordination of the TCC Chair, to attend meetings and represent TCC. Keeping TCC apprised of details. 6. To formulate partnerships and coordinate collaboratively between TCC, OPVB, (Olympic Peninsula Visitor Bureau), OPTC, (Olympic Peninsula Tourism Commission), and all other stakeholders such as SWT (State of Washington Tourism), OCL (Olympic Culinary Loop), City of Port Townsend, National Resource Managers and their Olympic Peninsula tourism and hospitality providers, regarding tourism promotion and joint marketing campaigns. III. Jefferson County Tourism Coordinating Council responsibilities The TCC will provide direction, oversight, and funding as agreed upon for Marketing Coordinator during each TCC yearly Budget cycle and will provide, agreed upon, stipends for travel, mileage and expenses would be in-line with County / WA State per diem travel parameters, and funds for necessary expenses; printing, office needs and other related TCC expenses. IV. Compensation All compensation received by Steve Shively, on behalf of S3, shall be deemed to be for services as an independent contractor, and not as an employee of TCC. S3's compensation for performing the specified services listed above shall be paid, as per approved TCC budget, [Amount – dollars spelled out ad and $xxxx goes here], and fully compensated upon receipt of a monthly invoice, When/If events capable of constituting Force Majeure (Section VI) interrupt operations of either party, the compensation amount shall be adjusted to reflect type of continuing services In addition to the contracted compensation, S3 shall be entitled to reimbursement for the following itemized expenses (with scanned or original receipts provided): 1. Per Diem fess care of current U.S. General Services Administration for related Travel, lodging meals and Incidental Expenses, www.gsa.gov/perdiem + POV Mileage, rate indexed care of www.gsa.gov/mileage for Kitsap/Jefferson / Clallam counties as warranted 2. Copying / Printing $0.20 per page for black/white, 0.75 for color (single-sided) 3. Remote operations costs, inclusive of internet data charges, required by TCC 4. Other reasonable expenses as incurred and pre-approved by TCC All agreed to and authorized work outside scope of services will be billed TCC at rate of $100/hour V. Term of Agreement Either S3 or the TCC may amend or terminate this agreement at any time, for any reason or no reason, with 30-day written notice to the other party. TCC will compensate S3 for services rendered up to the date of termination in line with compensation provisions under Section IV of this agreement. Additional Terms of Service are outlined at https://s3solutions.biz/terms-of-service VI. Applicable Law and Enforcement of Rights and Obligations Both parties agree to indemnify and hold harmless the other for any liability which is attributable to the negligent actions or failure to act of the other. The maximum amount of liability will be the sum of fees due to S3 for the previous 30-days at the time that the claim for liability is made by the other party. This agreement shall be construed and governed in accordance with the laws of WASHINGTON State. If any court determines that any part of this agreement is unenforceable, Steve Shively and TCC agree that all other parts shall remain in force and effect to the maximum extent permitted by law. This agreement is binding on the parties' successors, assigns, executors, administrators and heirs. Written notice to S3 of unsatisfactory performance will be rectified within 10-business days to the acknowledged acceptance of TCC. Mutually agreed binding arbitration is the preferred path of conflict resolution between both parties, however, JEFFERSON, CO. WASHINGTON is the county venue should conflicts related to this MOU be taken to court. VII. Force Majeure For the purpose of this agreement events capable of constituting Force Majeure will amend this MOU per section IV, and require satisfaction of all three distinct criteria: 1. The event must be beyond the reasonable control of the affected party; 2. The affected party’s ability to perform its obligation under the contract must have been prevented, impeded, or hindered by the event or circumstance; and 3. The affected party becomes commercially impossible to fulfill the MOU, and all reasonable steps to avoid business interruptions due to the event or its consequences have been taken. VIII. Entire Agreement This MOU sets forth the entire agreement between the parties, and supersedes any other prior written agreements between the parties, with respect to the subject matter hereof. IX. Amendments This agreement constitutes the entire agreement between the parties and may be amended only in writing and executed by authorized representatives of both parties. IN WITNESS WHEREOF S3 and TCC acknowledge that they have read all of the provisions of this agreement and agree to all of its terms. Steve Shively, on behalf of S3 ___Diana Smeland___________ on behalf of TCC Title: _____Principal _______________ Title: ___Chair, TCC____________________ Name: ____Steve Shively_______________ Name: ___Diana Smeland________________ Signature: ________________________ Signature: _____________________________ Date: ____________________________ Date: _________________________________