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Tigard Downtown Association ~ MU193002 ~ Tigard Street Heritage Trail MOU:TDA and City of Tigard July 9, 2018 Tigard Downtown Alliance Steve DeAngelo President of the Board C/O Tigard Chamber of Commerce 12345 SW Main St Tigard, OR 97223 TDA Board of Directors, In support of the Tigard Downtown Alliance's success competing for$35,000 in Washington County Visitors Association grant funds for interpretative elements along the Tigard Street Heritage Trail,the City of Tigard is willing to act as a partner with the TDA. Support from the City includes: 1.) Advance of$35,000 for the project to be reimbursed by January 31, 2020. 2.) Project matching funds of$11,666. The cash advance from the City and the project matching funds,totaling$46,666 and submitted to Tigard Downtown Alliance via check(s) made out to same, shall be used to fulfill the grant requirements from Washington County Visitors Association "Tigard Street Heritage Trail Interpretative Elements" grant agreed to on July 9, 2018(grant agreement attached).The TDA agrees to use the funds received from the City to promptly pay all invoices from Suenn Ho for the completion of artwork along the Tigard Street Heritage Trail. Within 14 days of the completion of the project.The City will notify TDA of when it deems the project complete, based on the tasks identified in the scope of work between the City and Suenn Ho.The project will have a completion date no later than December 31, 2019. TDA will invoice WCVA for reimbursement of the$35,000 advance. Within 14 days of TDA's receipt of the reimbursement from WCVA,TDA will submit such reimbursement to the City of Tigard. The request for a cash advance must be accompanied by an invoice/quote documenting the expenditure.The City will process the request and provide a check made out to the TDA within 14 days.The advanced funds must be repaid to the City before January 31, 2020. Upon completion of the project, all artwork becomes the property of the City of Tigard. TDA President Dat 1ZV City of Tigard Date TDA Fiscal Agent Date Please attach a copy of the grant agreement with WCVA. Washington County Washington County Visitors Association 12725 SW Millikan Way,Ste 210 Visitors Association Beaverton, OR 97005 P: 503.644.5555 F: 503.644.9784 tualatinvalley.org Grant Agreement for Tourism Development This Grant Agreement(Agreement) is entered into this March 26, 2018 by and between the Washington County Visitors Association (WCVA), a 501(c) (6) non-profit destination marketing organization (DMO) that markets Washington County, Oregon, as a tourism destination, And: Tigard Downtown Alliance C/O Steve DeAngelo, President 12345 SW Main St Tigard, OR 97223 (Recipient) WHEREAS: Up to $35,000 from the revenues of the WCVA is allocated to the Tigard Outdoor Museum with a required match of no less than 25%of the projects cost from Tigard Downtown Alliance or other sources. This grant supports initiatives that are intended to invest in the destination development of Washington County. Grant development funds are dedicated to: increasing tourism, promoting emerging or ongoing tourism development, activities and products, and attracting visitors from outside the Washington County area. The WCVA funds this program with County Lodging tax, awarded by Washington County in the form of a grant. AGREED: PART I. SCOPE OF WORK 1.01. Tigard Downtown Alliance shall expend grant monies received from the WCVA Tourism Development Grant to provide services in Washington County consistent with this Agreement, including the breakdown of the detailed scope of work provided in (Exhibit A)and general WCVA expectations(Exhibit B). PART Il. TERM 2.01. Grant funds shall be provided to Tigard Downtown Alliance for performance of work during the period from March 26, 2018 to March 26, 2019. Tigard Downtown Alliance-Tigard Outdoor Museum 1 2017-2018 Capital Grant Agreement PART III. PAYMENTS 301. The WCVA shall reimburse the recipient based on submission of documentation for eligible expenditures incurred at the completion of the project. 302. Recipient shall use the request for reimbursement form provided by the WCVA and attach: • summary page listing expenses and/or purchases consistent with Exhibit A Scope of Work budget categories(if applicable); • expense documentation; invoices/receipts must include date(s) and list detailed description of services and/or purchases; and • proof of payment; check copies and/or credit card receipts. • support for matching dollars used to fund no less than 25%of the total project cost. Payment Schedule 303. The WCVA shall issue payment within 30 days of the request. No monies will be paid in advance and no monies will be paid without proper supporting documentation. 304. All requests for reimbursement must be submitted on or before March 20, 2018. PART IV. REPORTING REQUIREMENTS 401. The Recipient shall maintain records, invoices and any other relevant documentation supporting expenditures and payments for a period of no fewer than three years, including funded fiscal year, and make the same available to WCVA upon request for inspection or review. 402. The Recipient shall provide progress reports (email is acceptable) to the WCVA by the beginning of June 2018, September 2018, December 2018 and March 2019 if the project has not already been completed by these dates. The report is to include a brief written narrative on the status of the project, an update on expenditures incurred to date, and an estimated timetable for when the remaining items will be completed. PART V. TERMINATION 501. WCVA reserves the right to terminate this Agreement in the event of malfeasance, insolvency, or failure to follow the requirements outlined in this Agreement. 502. Termination shall be effective upon a minimum 30 days written notice to the Recipient. 503. If the agreement is terminated by WCVA, the Recipient shall not be entitled to receive any further payments. Tigard Downtown Alliance-Tigard Outdoor Museum 2 2017-2018 Capital Grant Agreement PART Vl. OTHER PROVISIONS 601. Recipient hereby agrees to indemnify,defend and hold harmless the WCVA, its appointed officials, officers and employees from any and all liability or claim of liability, including attorney fees, arising by reason of personal injury, death or property damage which results from the negligent or intentional acts, errors or omissions in the performance of services, under this Agreement by the Recipient or its employees, officers,subcontractors or other agents,or which results from any alleged or actual dangerous condition of property. 602. Recipient shall maintain such insurance as will fully protect both the Recipient and the WCVA from any or all claims under any workers' compensation act or employer's liability laws, and from all claims of whatsoever kind or nature for the damage to property or for bodily injury, including death, made by anyone which may arise from operations carried on under this Agreement,either by Recipient or by anyone directly or indirectly engaged or employed by Recipient. 603. Recipient shall comply with all local,state and federal laws. 604. No person shall be denied or subjected to discrimination in receipt of the benefits of any services or activities made possible by or resulting from the funding provided under this Agreement on the grounds of race,color,religion,gender, sexual orientation, national origin,disability, age,or marital status. Violation of this provision may be deemed a material breach. 605. WCVA is not an agent of Washington County,a political subdivision of the State of Oregon. The undersigned represent and warrant that they are duly authorized to execute and bind their respective principals. Washington County Visitors Association Tigard Downtown Alliance By: Carol nMcCormick By: � (Please prit�name)/ (Please prinyfi me) l C�Signatur.6:. 4—� �, Jklee���_. ,-�%I Signator � Title: 4sident/dO Title: Date: c 26, 2018 Date: u Tigard Downtown Alliance-Tigard Outdoor Museum 3 2017-2018 Capital Grant Agreement EXHIBIT A - Scope of Work Amounts spent under this Agreement shall be limited to the following activities: Tigard Outdoor Museum 1. Materials, fabrication, delivery, and installation of: a. Three interpretive tables b. Eight interpretive ribbons Funding Restrictions • Administrative or membership fees • Organizational staff time and wages • Business operating costs • Travel and mileage • Architectural and engineering planning, designing, or studies • Apparel for volunteers and/or staff • Marketing projects or expenses Grant Application 1. Any additional work included in the outcomes and budget narrative as presented in the Grant Application will also be considered as included as part of the scope of work. Any changes to this scope of work must be communicated to and approved by the WCVA. EXHIBIT B - Expectations In providing services under this Agreement, the Tigard Downtown Alliance will: • Support the vision and mission of the Washington County Visitors Association to increase visitors to the County and increase room nights for County lodging properties • The WCVA must be credited in all published materials and promotional activities associated with the project and some type of permanent recognition at the project location: o Where appropriate the credit should say: "Produced in partnership with a grant from the Washington County Visitors Association" and/or "This project made possible by funding from the Washington County Visitors Association." o The WCVA logo and, if possible, a link to the WCVA website should be included in all printed and web-based promotional material associated with the project. o The Grantee should work with the WCVA to come to an agreement on the type of permanent recognition that is appropriate for the project. EXHIBIT C - Grant Application The submitted application from Tigard Downtown Alliance is attached as record of the intent of what this project will accomplish. Tigard Downtown Alliance-Tigard Outdoor Museum 4 2017-2018 Capital Grant Agreement