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6. Tourism-assessment-program agreement FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 1 PROGRAM AGREEMENT THIS PROGRAM AGREEMENT (the “Agreement”) is between Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation, and Scandia Economic Development Authority, a(n) (the “Organization”). This Agreement is entered into by University through Extension. The parties agree as follows: 1. Description of Program. University shall deliver the following program to Organization: Tourism Assessment Program which includes several phases and multiple visits to the community per the program description attached on the following dates beginning May 1, 2018 through December 31, 2019 at the following location(s) Scandia, MN (the “Program”). 1.1 University is the owner of or has obtained the right to use, distribute, publish, copyright (if applicable) and otherwise disseminate the Program and all materials related to the Program. Organization expressly disclaims any ownership or copyright to the Program and all materials related to the program. 1.2 Reference to Program in this Agreement shall be deemed to include any deliverables provided to Organization in connection with the Program, including without limitation, curriculum, reports, results, materials, products, and information. 2. Fee. For the Program described in Section 1, Organization shall pay the University: $7,000, plus any sales or use tax, if applicable. 2.1 The fee shall be paid (check one of the two boxes): in full upon the signing of this Agreement; or in installments, payable on the following dates: $3,500 on May 1, 2018 and $3,500 on January 1, 2019 2.2 Invoices shall be sent to: FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 2 Scandia Economic Development Authority Attn: Neil Soltis 14727 209th Street Scandia, MN 55073 Phone No.: 651-433-2274 Facsimile No.: 651-433-5112 Email: n.soltis@ci.scandia.mn.us 2.3 Organization represents to University that no funds received under any grant or separate funding agreement will be used to pay the fee to University. 3. Term. The term of this Agreement shall commence on May 1, 2018 (“Effective Date”) and shall expire on December 31, 2019 unless terminated earlier as provided in Section 4. 4. Termination. Either party may terminate this Agreement if the other party (i) fails to perform any material obligation under this Agreement and (ii) does not correct such failure within 30 days after having received written notice of such failure. Additionally, either party may terminate this Agreement for its convenience upon 60 days’ prior written notice to the other party. Upon any termination under this Section 4, Organization shall promptly pay University for any unpaid amount attributable to components of the Program delivered and costs incurred up to and including the effective date of termination. 5. Compliance with Applicable Regulations. University shall be responsible for complying with all federal, state and local laws and regulations relating to criminal background checks for all University staff members having direct contact with minors as a result of this Agreement. 6. DISCLAIMER OF WARRANTIES. UNIVERSITY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION, THE CONDITION, ORIGINALITY OR SUITABILITY OF THE PROGRAM OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT. UNIVERSITY EXPRESSLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 7. LIMITATION OF LIABILITY FOR BREACH OF CONTRACT. IN NO EVENT SHALL EITHER PARTY’S LIABILITY FOR BREACH OF THIS AGREEMENT INCLUDE DAMAGES FOR WORK STOPPAGE, LOST DATA, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT) OF ANY KIND. EXCEPT FOR EACH PARTY’S OBLIGATIONS UNDER SECTIONS 10.1 AND 10.2, EACH PARTY’S LIABILITY TO THE OTHER FOR BREACH OF THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE MONETARY CONSIDERATION PAID TO UNIVERSITY UNDER THIS AGREEMENT. 8. Use of University Name or Logo. Organization agrees not to use the name, logo, or any other marks (including, but not limited to, colors and music) owned by or associated with FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 3 University or the name of any representative of University in any form whatsoever without the prior written permission of University in each instance. However, Organization may use the name of University in a document required to be filed with, or provided to, any governmental authority or regulatory agency to comply with applicable legal or regulatory requirements. Organization agrees to provide University with a copy of any such document. 9. Export Controls. Organization shall notify University in writing if any technological information or data to be provided to University is subject to export controls under U.S. law or if technological information or data that Organization is requesting University to produce during the course of work under this Agreement is expected to be subject to such controls. Organization shall notify University of the applicable export controls (for example, Commerce Control List designations, reasons for control, and countries for which an export license is required). University shall have the right to decline export controlled information or tasks requiring production of such information. If the Services cannot reasonably be performed without University access to export controlled information or data, the Agreement may be terminated by either party for convenience in accordance with Section 4, except that such termination shall occur immediately upon written notice to the other instead of at the end of the thirty (30)-day period set forth in Section 4. Organization shall not release export controlled information or data to University until Organization has been notified in writing by University that University has implemented a technology control plan for such information. 10. Indemnification and Insurance. 10.1 Except as provided in Section 10.2, each party shall be responsible for its own acts and omissions, including the acts of its directors, employees, agents and contractors, and the results thereof and shall not be responsible for the acts of the other party and the results thereof. Liability of University is subject to the terms and limitations of the Minnesota Tort Claims Act, Minnesota Statutes Section 3.736, as amended. 10.2 Organization shall indemnify, defend, and hold harmless University, its regents, faculty members, students, employees, agents, contractors, and authorized volunteer workers against any and all claims, costs, or liabilities, including attorneys’ fees and court costs at both trial and appellate levels, for any loss, damage, injury, or loss of life (other than that attributable to willful, wanton or intentional acts or omissions of University) arising out of (i) use by Organization (or any third party acting on behalf of or under authorization from Organization) of the Program or any information, reports, deliverables, materials, products or other results of University’s work under this Agreement or (ii) Organization’s infringement of a third party’s intellectual property rights or Organization’s violation of any law, rule, or regulation in the provision of any materials to University. 10.3 Each party represents that it has and will maintain the following levels of insurance or self-insurance during the term of this Agreement: (i) Workers’ Compensation in statutory compliance with Minnesota law; and (ii) general liability insurance in an amount not less than $1,000,000 each occurrence. If requested by University, Organization’s policy shall name Regents of the University of Minnesota as an additional insured. Certificates of all insurance detailed above shall be furnished to the other party upon request. FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 4 11. General Provisions. 11.1 Amendment. This Agreement shall be amended only in writing duly executed by all the parties to this Agreement. 11.2 Assignment. The parties may not assign any rights or obligations of this Agreement without the prior written consent of the other party. Any assignment attempted to be made in violation of this Agreement shall be void. 11.3 Entire Agreement. This Agreement (including all documents attached or referenced) is intended by the parties as the final and binding expression of their agreement and as the complete and exclusive statement of its terms. This Agreement cancels, supersedes and revokes all prior negotiations, representations and agreements between the parties, whether oral or written, relating to the subject matter of this Agreement, including without limitation, any non-disclosure agreements. The terms and conditions of any purchase order or similar document submitted by Organization in connection with the Program provided under this Agreement shall not be binding upon University. 11.4 Force Majeure. No party to this Agreement shall be responsible for any delays or failure to perform any obligation under this Agreement due to acts of God, strikes or other disturbances, including, without limitation, war, insurrection, embargoes, governmental restrictions, acts of governments or governmental authorities, and any other cause beyond the control of such party. During an event of force majeure the parties’ duty to perform obligations shall be suspended. 11.5 Governing Law and Jurisdiction. The internal laws of the state of Minnesota shall govern the validity, construction and enforceability of this Agreement, without giving effect to its conflict of laws principles. All suits, actions, claims and causes of action relating to the construction, validity, performance and enforcement of this Agreement shall be in the courts of Hennepin County, Minnesota. 11.6 Independent Contractor. In the performance of their obligations under this Agreement, the parties shall be independent contractors, and shall have no other legal relationship, including, without limitation, partners, joint ventures, or employees. Each party’s employees (i) shall be regarded as the employees of such party and shall not be regarded as the employees of the other party; (ii) shall be subject to the employment policies and procedures of such party and shall not be subject to the employment practices and procedures of the other party; and (iii) shall not be entitled to any employment benefits of the other party. Neither party shall have the right nor power to bind the other party and any attempt to enter into an agreement in violation of this section 11.6 shall be void. Neither party shall take any actions to bind the other party to an agreement. 11.7 Notices. All notices and other communications that a party is required or elects to deliver shall be in writing and shall be delivered personally or by facsimile or by a recognized courier service or by United States Mail (first-class, postage pre-paid, certified return receipt FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 5 requested) to the other party at the following addresses. Such notices and other communications shall be deemed made when delivered; faxed; submitted to the courier service; or, with respect to U.S. mail, three (3) days after mailing. If to University: University of Minnesota Tourism Center Attn: Tammy Koerte Extension Educator - Tourism 1420 Eckles Avenue, Suite 433 St Paul, MN 55108 Phone No.: 763-767-3881 Facsimile No.: E-mail: tkoerte@umn.edu With a copy to: University of Minnesota Office of the General Counsel Attn: Transactional Law Services Group 360 McNamara Alumni Center 200 Oak Street S.E. Minneapolis, MN 55455-2006 Facsimile No.: (612) 626-9624 E-mail: contracts@mail.ogc.umn.edu With a copy to: University of Minnesota Extension Finance and Planning 415 Coffey Hall 1420 Eckles Avenue St. Paul, MN 55108 E-mail: If to Organization: Attn: Phone No.: Facsimile No.: E-mail: 11.8 Survival. Upon termination or expiration of this Agreement, Sections 2, 5, 6, 7, 8, 9, 10 and 11 shall survive. FORM: OGC-SC267 Form Date: 01.27.09 Revision Date: 03.18.15 6 IN WITNESS WHEREOF, the parties have entered into the Agreement as of the dates indicated below. Each individual signing below represents that they have the authority to bind the party on whose behalf they are signing. Regents of the University of Minnesota Scandia Economic Development Authority By: By: Name: Name: Title: Title: Date: Date: © 2016 Regents of the University of Minnesota. All rights reserved. University of Minnesota Extension is an equal opportunity educator and employer. In accordance with the Americans with Disabilities Act, this material is available in alternative formats upon request. Direct requests to the Extension Store at 800-876-8636.Printed on recycled and recyclable paper with at least 10 percent postconsumer waste material. COMMUNITY TOURISM DEVELOPMENT Tourism Assessment Program PROGRAM DESCRIPTION The Tourism Assessment Program (TAP) mobilizes communities interested in assessing and developing their community assets for tourism. The program brings expertise from University of Minnesota Extension educators and Tourism Center specialists to local community groups working on tourism efforts. There are three phases to the Tourism Assessment Program. • First, local teams inventory local assets. Assets include natural and built attractions, services, facilities, people, organizations and more. These inventories plus other documents and past reports gathered by the community create a baseline of information. • Second, a Visitors’ First Impressions team makes a mystery visit to the community and provides their perspective about the visitor experience and the community’s tourism assets. • Third, a team of tourism experts, created by the University of Minnesota Tourism Center, visits the community and assess local assets. During the visit, the team facilitiates a discussion with community members to identify strengths, weaknesses, opportunities and threats (SWOT) from tourism in the community. Findings are compiled into a written report to assist the community in creating action priorities. This robust Tourism Assessment Program process delivers a 360° look at your community’s current tourism assets and potential for tourism development. TOURISM ASSESSMENT PROGRAM GOALS With education, research and facilitation support from our educators and tourism specialists. Your community will 1. inventory local tourism assets; 2. assess tourism assets from local, visitor and expert perspectives; 3. uncover opportunities for tourism development; and, 4. identify action steps for sustainable tourism development. © Explore Minnesota Tourism ©Explore Minnesota Tourism 2 116 PROGRAM COST $7,000 per community PROGRAM TIMELINE Approximately 12-18 months. NEXT STEP Contact the University of Minnesota Tourism Center or your regional Center for Community Vitality Educator. ADDITIONAL RESOURCES You can find additional information about the Tourism Assessment program at: http://www.extension.umn.edu/community/tourism-development/. QUESTIONS OR COMMENTS? Please contact Tammy Koerte, Tourism Educator at tkoerte@umn.edu or call (763) 767-3881 or Cynthia Messer, Director at cmesser@umn.edu or call 612.624.4947. STRENGTHENING MINNESOTA’S TOURISM The University of Minnesota Tourism Center is a collaboration of University of Minnesota Extension and the College of Food, Agricultural and Natural Resource Sciences. © Explore Minnesota Tourism 3 116 TOURISM ASSESSMENT PROGRAM PROCESS The Tourism Assessment Program is guided by both community members and University of Minnesota Extension staff. The following table outlines the roles and responsibilities of everyone who pitches in. Steps Extension Educator (EE) Tourism Center (TC) Community 1. Complete program application and Identify community leadership team • Discusses program goals, timeline and application with community contact • Provides Program Application • Provides job description for the community leadership committee and community team • Recruit 3-6 people for the Community Leadership Committee 2. Educator meets with the community team to plan the TAP community visit Conduct an orientation and planning meeting with the team to: 1. Review job descriptions of the Community Leadership Committee and community teams 2. Identify existing information / data about the community 3. Develop a plan for recruiting a cross- section of community members to complete the Inventories and Assessments and then return them to the educator 4. Identify potential dates for the Tourism Experts Team visit. 5. Support Community Leadership Committee • Recruits Tourism Experts Team members (e.g. Explore Minnesota Tourism, tourism experts, graduate students, etc.) • Set dates for Expert Team Visit (coordinated with Educator and community) • Completes Asset Inventories and returns them to Educator (Leadership team recruits several teams of 2-3 community members to complete these; goals is to get at least 6 different perspectives) • Reserves and pays for meeting room and refreshments for TAP Expert Team visit and community SWOT meeting • Invites community members to the SWOT; pays for any costs (printing, postage); keeps an RSVP list; monitors RSVPs to ensure diversity in the people who attend. 3. Data analysis • Collects completed asset inventories and sends to the Tourism Center for tabulation • Authors first draft of the secondary data section of report. • Reviews secondary data section drafted by educator • Tabulates the asset inventories • Locates copies of existing information or previous reports about the community & region and forwards to Educator prior to the Expert Team Visit including past reports, studies, secondary data resources, etc. 4. First Impressions visit • Creates the Visitor First Impressions team for the mystery visit • Provides guidelines and materials for the visit • Collects and tabulates findings from Visitor First Impression 4 116 5. Tourism Experts Team visit • Participates as a member of the program Tourism Experts Team visit • Facilitates the community meeting(s) • Participates as a member of the program Tourism Experts Team • Processes expert team expenses • Invites community members to meeting/generates participation • Issues press release to inform community of the community meeting • Provides meeting arrangements: room, name- tags, refreshments, etc. • Arranges and pays for commercial lodging, meals & meeting facilities as needed by Tourism Experts Team (community may seek in-kind support of lodging and meals from local businesses) 6. TAP written report • Co-authors report with Tourism Center • Co-authors report with Extension Educator • Arranges internal and external review of draft report • Provides a written list of people involved in the program locally (for inclusion in the report) 7. TAP report delivery • Prints up to four copies of the report for the Community Leadership Committee. • Presents report to the Community Leadership Committee • Facilitates conversation to plan community actions with Community Leadership Committee • Guides Community Leadership Committee to additional resources within Extension. • Provides up to six hours of consultation to Community Leadership Committee during 12 month action implementation period • Report is posted to the Center’s tourism development webpage after presentation to the community. • Prints any additional reports beyond the number needed for the Community Leadership Committee • Invites community members to hear the TAP report findings and Community Leadership Team recommendations for action at a meeting • Recruits volunteers to spearhead implementation of selected items 8. Post- program Evaluation • Visits the community in 6-12 months after the report is delivered to evaluate the program and identify outcomes and impacts. • Shares outcomes and impacts of the program with the Educator in the 6- 12 months following community visit. © 2016 Regents of the University of Minnesota. All rights reserved. University of Minnesota Extension is an equal opportunity educator and employer. In accordance with the Americans with Disabilities Act, this material is available in alternative formats upon request. Direct requests to 612-624-4947.Printed on recycled and recyclable paper with at least 10 percent postconsumer waste material.