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Home My WebLink About2018-059-Agrreement OSF J- Agreement for Services Between City of Ashland and Oregon Shakespeare Festival Agreement between the City of Ashland (City) and the Oregon Shakespeare Festival (OSF) for fiscal year 2017-18. Recitals OSF shall receive $110,000 in equal monthly installments for promoting tourism in Ashland based upon Ashland City Council Resolution No. 2017-03. The City and OSF now enter into this Agreement. Purpose The City grants funds to OSF to promote tourism to Ashland by OSF attendees. Promotion includes tourism marketing and media, ticket sales, and hospitality and special events. OSF TASKS 1. OSF will offer a robust website, social media presence and e-marketing programs that are flexible platforms for marketing the plays, audience engagement events, and Ashland as a destination. 2. OSF will maintain relationships and build new ones with local, regional and national journalists, theater reviewers and critics, and travel writers and influencers around the country. 3. OSF will work closely with the Ashland Visitor and Convention Bureau, Travel Southern Oregon and Travel Oregon to bring travel writers to Ashland. 4. OSF will create a Season Brochure that includes marketing for Ashland and Southern Oregon, and will implement a targeted printing and distribution strategy aimed at visitors to Ashland and Southern Oregon. 5. OSF will implement an advertising strategy that focuses on internet marketing aimed at potential travelers to Ashland and Southern Oregon. 6. OSF will partner with entities such as the Ashland Visitor and Convention Bureau, Travel Oregon and others at trade shows and conferences. 7. OSF will maintain active communication and training programs about the OSF season's plays for local volunteers and community leaders (e.g. Greeters). REQUIRED REPORTING OSF shall provide an annual report to the Ashland City Council no later than January 31 on its previous year's activities. The report should include: 1. A summary of the specific activities conducted to perform the tasks in this contract. 2. Performance Measures. The report shall include such data on OSF's annual ticket sales as 1) overall attendance, 2) the percentage of tickets purchased by OSF members, single ticket buyers, and groups, and 3) geographic distribution of ticket buyers; as measures of trends in OSF attendance. The report shall also include a summary of OSF's economic impact in the region. 1 ~r, i k 3. The report on activities will include examples of the specific promotion activities executed for the purpose of attracting visitors to the plays and to Ashland; to include such data as the percentage of overall ticket sales generated by the OSF website, size of OSF's social media platforms, scale of OSF's e-marketing program, distribution of the Season Brochure, and a representative listing of realized media sources. 4. A report on activities by OSF on projects conducted in the community of Ashland to support the work of this contract. GENERAL PROVISIONS 1. Amount of Grant. Subject to the terms and conditions of this agreement, the City agrees to provide funds in the amount specified above. 2. Use of Grant Funds. The use of grant funds is expressly limited to the objectives identified in this agreement. Grantee shall acknowledge the City as a funding source in all printed and electronic notices and advertisements relating to the use of these grant funds. Grantee shall provide an annual report to the Ashland City Council no later than January 31 on its previous year's activities. 3. Unexpended Funds. Any grant funds held by the Grantee remaining after the purpose for which the grant is awarded or this agreement is terminated shall be returned to the City within 30 days of completion or termination. 4. Financial Records and Inspection. Grantee shall maintain a complete set of books and records relating to the purpose for which the grant was awarded in accordance with generally accepted accounting principles. Grantee gives the City and any authorized representative of the City access to and the right to examine all books, records, papers or documents relating to the use of grant funds. 5. Living Wage Requirements. If the amount of this agreement is $20,142 or more, and if the Grantee has ten or more employees, then Grantee is required to pay a living wage, as defined in Ashland Municipal Code Chapter 3.12, to all employees and subcontractors who spend 50% or more of their time within a month performing work under this agreement. Grantees required to pay a living wage are also required to post the attached notice predominantly in areas where it will be seen by all employees. 6. Default. If Grantee fails to perform or observe any of the covenants or agreements contained in this contract or if Grantee fails to expend the grant funds or enter into binding legal agreements to expend the grant funds within twelve months of the date of this agreement, the City, by written notice of default to the Grantee, may terminate the whole or any part of this agreement and may pursue any remedies available at law or in equity. Such remedies may include, but are not limited to, termination of the agreement, stop payment on or return of the grant funds, payment of interest earned on grant funds or declaration of ineligibility for the receipt of future grant awards. 7. Amendments. The terms of this agreement will not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by the parties. Such written modification will be made a part of this agreement and subject to all other agreement provisions. z Mme, 8. Indemnity. Grantee agrees to defend, indemnify and save City, its officers, employees and agents harmless from any and all losses, claims, actions, costs, expenses, judgments, subrogation's, or other damages resulting from injury to any person (including injury resulting in death,) or damage (including loss or destruction) to property, of whatsoever nature arising out of or incident to the performance of this agreement by Grantee (including but not limited to, Grantee's employees, agents, and others designated by Grantee to perform work or services relating to Grantee's obligation under the terms of this agreement). Grantee shall not be held responsible for damages caused by the negligence of City or anyone acting in behalf of City. 9. Insurance. Grantee shall, at its own expense, at all times for twelve months from the date of this agreement, maintain in force a comprehensive general liability policy, including coverage for contractual liability for obligations assumed under this Contract. The liability under each policy shall be a minimum of $1,000,000 per occurrence (combined single limit for bodily injury and property damage claims) or $1,000,000 per occurrence for bodily injury and $100,000 per occurrence for property damage. Liability coverage shall be provided on an "occurrence" basis. The City of Ashland, including its officers, employees and agents shall be named as an additional insured. Certificates of insurance acceptable to the City shall be filed with the City's Risk Manager or Finance Director prior to the expenditure of any grant funds. Grantee shall at its own expense provide Worker's Compensation insurance in compliance with ORS 656.017, which requires subject employers to provide Oregon workers' compensation coverage for all their subject workers. 10. Merger. This agreement constitutes the entire agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified in this agreement regarding this agreement. Grantee, by the signature below of its authorized representative, acknowledges that it has read this agreement, understands it, and agrees to be bound by its terms and conditions. 11. Dispute Resolution. In the event of any dispute between the parties relating to this agreement, the parties shall attempt alternative dispute resolution (mediation or arbitration) prior to filing any formal legal action. 12. Notices and Representatives. All notices, certificates, or communications shall be delivered or mailed postage prepaid to the parties at their respective places of business as set forth below or at a place designated hereafter in writing by the parties. City of Ashland OSF Adam Hanks, Acting City Administrator Cynthia Rider, Executive Director 20 East Main Street Post Office Box 158 Ashland, OR 97520 15 South Pioneer Street Ashland, OR 97520 This Agreement constitutes the Entire Agreement between the parties. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this agreement. No amendment, consent, or waiver or terms of this agreement shall bind either party unless in writing and signed by all parties. Any such amendment, consent or waiver shall be effective only in the specific instance and for the specific purpose given. The parties, by the signature below or their authorized representatives, acknowledge having read and understood the Agreement and the parties agree to be bound by its terms and conditions. 3 Imo, City of Ashland Ore on Shakes are Festival By By Title Z,; r-r.,.. 41~ Title icTrt-~~<re m Date 5/17zL40 Date 4