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HomeMy WebLinkAboutJefferson County Historical Society 102323 etficr 10--AA AGREEMENT FOR 20 HOTEL-MOTEL FUNDING FOR TOURISM SERVICES JEFFERSON COUNTY HISTORICAL SOCIETY This Agreement is by and between JEFFERSON COUNTY(hereinafter known as "COUNTY" and the JEFFERSON COUNTY HISTORICAL SOCIETY(hereinafter known as "HISTORICAL SOCIETY"). WHEREAS,the HISTORICAL SOCIETY 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; IN CONSIDERATION of the mutual covenants and agreements herein it is agreed by the parties as follows: SECTION 1: SERVICES TO BE PERFORMED The HISTORICAL SOCIETY shall use its capabilities and utilize up to $50,000 of 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: The HISTORICAL SOCIETY shall use the Hotel-Motel Tax funding under this agreement to fund staff salaries to continue and update the ongoing performance of the following specific services: 1. Operation of the following tourism facilities in Jefferson County: • Jefferson Museum of Art&History • Rothschild House Museum • Commanding Officers Quarters at Fort Worden State Park • Historical Research Center • Collaborating with many local organizations for cross promoting 2. Operation of the County Museum and care of the collection for its long-term maintenance. 3. Outreach to County residents through educational programs and Museum exhibits regarding cultural and natural heritage. 4. Promotion of heritage awareness through countywide recognition programs and the establishment of new and traveling exhibits and publications. 5. Continued documentation of County heritage through collecting, oral history,research and other means. Page: 1 of 13 Jefferson County Historical Society 6. Advocacy of heritage preservation through all available means including the enhancement of Heritage based tourism for the economic development of the County. 7. Tourism promotion services provided by HISTORICAL SOCIETY Staff and volunteers at each facility as follows: • Verbal information,displays and brochures, local newspapers; • Telephone communications during normal office hours(9:00 a.m.—5:00 p.m.)year round; • Website access to tourism information and social media • Cross promoting with other local organizations SECTION 2: RESPONSIBILITIES OF THE JEFFERSON COUNTY HISTORICAL SOCIETY 1. On or before January 31; April 30;July 31; October 31,2024; and January 31,2025, provide to the COUNTY: see Exhibit C, attached hereto and incorporated; • A quarterly report of the use, services,programs and activities of the HISTORICAL SOCIETY 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 2024. 2. On or before January 31 (OR upon execution of this agreement,whichever is later);April 30;July 31; and October 31,2024,provide to the COUNTY: • A billing statement requesting payment of Hotel-Motel Funding for the current quarter. 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, 2025. 5. By February 28th 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 HISTORICAL SOCIETY. b. The amount of lodging tax revenue allocated for expenditure(whether actually expended or not)by the HISTORICAL SOCIETY 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). Page: 2 of 13 Jefferson County Historical Society 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. SECTION 3: RESPONSIBILITY OF JEFFERSON COUNTY 1. The COUNTY will provide the HISTORICAL SOCIETY 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$50,000 for 2024. Semi-Annual payments of$25,000 will be made,beginning with the first quarter of 2024. 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 1,2024 and ending on December 31,2024, except for the reports referenced in Section 2, due January 31,2025 and February 28, 2025. 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 HISTORICAL SOCIETY 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,HISTORICAL SOCIETY 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 HISTORICAL SOCIETY shall indemnify and hold the COUNTY, and its officers, employees, agents and volunteers(and their marital communities)harmless from and shall process and defend at its own expense, including all costs, attorney fees and expenses relating thereto, all claims, Page: 3 of 13 Jefferson County Historical Society demands, or suits at law or equity arising in whole or in part, directly or indirectly, from HISTORICAL SOCIETY's negligence or breach of an of its obligations under this Agreement; provided that nothing herein shall require HISTORICAL SOCIETY 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, agents and volunteers (and their marital communities), and; provided further that if the claims or suits are caused by or result from the concurrent negligence of: (a) HISTORICAL SOCIETY's agents or employees; and , (b) the COUNTY, its officers, employees agents and volunteers (and their marital communities), 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 HISTORICAL SOCIETY's negligence, or the negligence of HISTORICAL SOCIETY's agents or employees. HISTORICAL SOCIETY specifically assumes potential liability for actions brought against the COUNTY by HISTORICAL SOCIETY's employees, including all other persons engaged in the performance of any work or service required of HISTORICAL SOCIETY under this Agreement and, solely for the purpose of this indemnification and defense, HISTORICAL SOCIETY specifically waives any immunity under the state industrial insurance law, Title 51 RCW. HISTORICAL SOCIETY recognize that this waiver was specifically entered into pursuant to provisions of RCW 4.24.115 and was subject of mutual negotiation. SECTION 9: INSURANCE HISTORICAL SOCIETY shall obtain and keep in force during the term of the Agreement, or as otherwise required,the following insurance: A. Commercial General Liability Insurance. HISTORICAL SOCIETY shall maintain commercial general liability coverage on a form acceptable to Jefferson County Risk Management for bodily injury, personal injury, and property damage, with a limits of not less than in the amount of at least$1 million per occurrence, for bodily injury,including death,and property damage. B. Worker's Compensation (Industrial Insurance). HISTORICAL SOCIETY shall maintain workers' compensation insurance at its own expense, as required by Title 51 RCW, for the term of this Agreement and shall provide evidence of coverage to Jefferson County Risk Management, upon request. SECTION 10: INDEPENDENT CONTRACTOR The HISTORICAL SOCIETY and the COUNTY agree that the HISTORICAL SOCIETY 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 HISTORICAL SOCIETY nor any employee of the HISTORICAL SOCIETY 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 Page: 4 of 13 Jefferson County Historical Society the state industrial insurance program, otherwise assuming the duties of an employer with respect to the HISTORICAL SOCIETY, or any employee,representative, agent or contractor of the HISTORICAL SOCIETY. The HISTORICAL SOCIETY shall be responsible for all applicable withholdings,deductions, state industrial insurance,tax reports, business licenses,registrations, and all other obligations of an independent organization. SECTION 11: COMPLIANCE WITH LAWS The HISTORICAL SOCIETY 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 HISTORICAL SOCIETY 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 HISTORICAL SOCIETY 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 HISTORICAL SOCIETY. �1 APPROVED and signed this 3_ day of 0C+6154T ,2123 r �..N,,,r. JEF ' '�S OUNTY Attest: REF FERS0,4� BOA' 1 it MMISSIONERS eafrti 6dli c :•� y'i ns Carol allaway,CMC z: Greg Brot Tr ,Chair Clerk of the Board �,•' ' �'0�9 ' ••..... .. . sss " '/NGTC-'c' Approved as to Form: , Na" JEFFERSON COUNTY HISTORICAL SOCIETY 0 t.. .— 10/18/2023 1—ARA- Philip C. Hunsucker, Authorized Official Chief Civil Deputy Prosecutor Page: 5 of 13 Jefferson County Historical Society