INTERGOVERNMENTAL AGREEMENT

THIS INTERGOVERNMENTAL AGREEMENT, is made and entered into this ____ day of
______________, 2018, between the MOFFAT COUNTY TOURISM ASSOCIATION (“MCTA”)
and the MOFFAT COUNTY LOCAL MARKETING DISTRICT (“MCLMD”), pursuant to
Colorado Revised Statutes (“C.R.S.”) §29-1-203. The MCTA administers tourism funds from a
Moffat County Lodger’s Tax pursuant to C.R.S. § 30-11-107.5; and the MCLMD is a local
marketing district formed under the provisions of C.R.S. § §29-25-101 et. seq., as amended.

RECITALS

C.R.S. §29-1-203, as amended, authorizes governments to cooperate or contract with one

another if such cooperation or contracts are authorized by each party thereto with the approval of the
entity authorized to so approve. C.R.S. §29-1-202 (1), in pertinent part, defines “government” to
include any political subdivision of the state. Both the MCTA and the MCLMD are political
subdivisions of the state. Thus, these entities are authorized to enter into an intergovernmental
agreement with each other.

The Board of the MCTA is the panel appointed by the Board of County Commissioners of
Moffat County, to administer county lodging tax tourism funds to advertise and market tourism
pursuant to C.R.S. § 30-11-107.5. C.R.S. § 30-11-107.5 (4) (a) requires that all revenue collected
from the county lodging tax be credited to a special fund designated as the county lodging tax
tourism fund, and that the fund can only be used to advertise and market tourism. That fund cannot
be used for any capital expenditures except for tourist information centers.

The Board of Directors of the MCLMD manages the affairs of the MCLMD pursuant to the
provisions of C.R.S. §29-25-101, et. seq., and the MCLMD Bylaws. The powers of the MCLMD
include the power to offer services within the district, including the organization, promotion,
marketing, and management of public events; and coordinating tourism promotion activities.
Pursuant to C.R.S. § 29-25-111 (II), no revenue collected from the marketing and promotion tax
levied under section 29-25-112 may be used for any capital expenditures, with the exception of
tourist information centers.

Although the MCTA fund can only be used to advertise and market tourism, the revenue
available to the MCLMD is not so limited. The MCLMD Board has sole discretion to fund requests
submitted to the MCLMD pursuant to its statutory powers, its Annual Operating Plan and its Bylaws.
Revenue from the MCLMD has helped fund events in Moffat County in the past.

The MCTA has a full-time employee with expertise in tourism and the MCTA is willing to
make that employee available to assist the MCLMD with administrative tasks related to tourism
events in Moffat County. The MCLMD and MCTA have agreed to cooperate and contract with one
another so that organizations seeking to advertise and market tourism within Moffat County and/or
provide a tourism event can approach the MCTA and MCLMD with a request for funds for such
event and the MCTA will process the request and allocate MCTA funds for advertising and
marketing and will allocate MCLMD funds as authorized by the MCLMD to organize, promote,
market, and manage public events; and to help coordinate tourism promotion activities.

Events have the potential to invite non-residents of Moffat County to visit and learn more
about Moffat County
 NOW, THEREFORE, the Parties agree as follows:

1. The foregoing Recitals are incorporated here as if set forth in full.

2. Obligations by both MCTA and MCLMD. The MCTA and the MCLMD shall
provide a single contract for event organizers to request funding to advertise and market tourism
and to organize, market, manage, and help fund public events in Moffat County which promote
tourism. The contract shall set forth which organization shall fund which portion of an event so
that the funds are spent in accordance with any statutory limitations concerning the funds. The
MCTA and the MCLMD agree to confer about any significant issues, directions, or decisions
which need to be made regarding this Agreement if a conferral is requested by either entity.

3. Obligations by MCLMD The MCLMD will authorize a designated amount of its

funds to organize, market, manage, and help fund public events in Moffat County which promote
tourism and will work together with the MCTA to decide which events to fund. MCLMD will
pay invoices for such events according to the contract described in Paragraph 2.

4. Obligations by MCTA The MCTA will assist the MCLMD with administration
of MCLMD funds for public events. Once the MCLMD has authorized a certain amount of
funds to organize, market, manage, and help fund public events in Moffat County, the MCTA will
handle the details to follow through with the selection, distribution, and reporting elements of
event funding related to tourism. The MCTA will review payments which need to be paid to
verify that they are authentic and valid expenses. The MCTA will report to the MCLMD how its
funds are spent and will develop a uniform reporting process for each event, including
requirements and standards for timely reporting of key areas after the event is finished.

5. The MCTA and the MCLMD shall not pay each other for any services provided
pursuant to this Intergovernmental Agreement, because the funds to be administered are public
funds to be spent on specific purposes related to tourism in Moffat County.

6. Audits. The MCTA shall maintain standard financial accounts, documents, and
records relating to the invoices paid with regard to work performed and expenses incurred for
both its funds and the funds it receives from the MCLMD pursuant to this IGA. The Parties, or
their designated agent, shall have the right, upon reasonable notice to the MCTA, to audit its
books and records which pertain to invoices paid hereunder.

7. Payments Subject to Annual Appropriations. This IGA is not intended to, nor
does it create a multi-year fiscal obligation as defined by Section 20, Article X of the
Constitution of the State of Colorado.

8. Breach and Notice. If any Party fails to perform its respective obligations under
this IGA, the non-breaching parties shall provide thirty (30) days’ notification of such failure to
the breaching party’s representative. If the breaching party fails to correct or remedy the breach,

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the non-breaching parties may proceed in law or equity to seek injunctive relief, specific
performance and/or damages incurred as a result of the breach.

9. Good Faith. There is an obligation of good faith on the part of the Parties,
including the obligation to make timely communication of information that may reasonably be
believed to be material to the other party.

10. No Joint Venture. Nothing in this Agreement shall be construed to create a joint
venture, partnership, employer/employee or other relationship between the Parties other than
independent contracting parties. Except as permitted under the remedies provisions hereunder,
no Party shall have the express or implied right to act for, on behalf of, or in the name of any
other party.

11. No Third-Party Beneficiary. No third party may enforce or rely upon this IGA.

12. Amendment and Assignment. This IGA may be amended, altered, or modified
solely by a written agreement signed by the Parties and executed with equal formality. This IGA
may not be assigned by any Party without the written agreement of all Parties.

13. Counterparts. This IGA may be executed in counterparts, each of which shall be
deemed an original, and all of which, when taken together, shall be deemed the same instrument.
Facsimile or photographic signatures of any party to this IGA or subsequent modifications
thereto, shall be effective for all purposes.

14. Governing Law, Venue and Survival. The laws of the State of Colorado shall
govern the validity, performance and enforcement of this IGA. Venue for any action instituted
pursuant to this IGA shall be in Moffat County, Colorado.

15. Whole Agreement. This IGA sets forth the whole agreement of the Parties. No
representations, either verbal or written, shall be considered binding on any party to the extent
not set forth herein.

16. Section Headings. The section headings in this IGA are inserted only for the
purpose of convenient reference and are in no way to define, limit or proscribe the scope or
intent of this Agreement or any part thereof.

17. Authority. Each person signing this IGA represents and warrants that he or she is
fully authorized to enter into and execute this IGA and to bind the Party he or she represents to
the terms and conditions thereof.

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 18. Notice and Representatives. All notices required under this IGA shall be
transmitted in writing and shall be deemed duly given when hand-delivered, or sent by e-mail
provided notice is also sent by U.S. mail with proper postage, or sent by certified mail, return
receipt requested, postage prepaid and addressed to the designated representative(s) as follows:

MCLMD: (name address and email of person

Moffat County:

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Any Party may change the identity of its designated representative and the address to which future
notices shall be sent by providing written notice in accordance with this paragraph. Formal amendment
of this IGA to affect such a change is not required.

19. Severability. Should any provision of this IGA be found to be in conflict with any law of
the United States or the State of Colorado or to otherwise be unenforceable, the remaining provisions
shall be deemed severable and the validity of such shall not be affected provided that the remaining
provisions can be construed in substance to constitute the agreement which the parties intended to enter
into under this IGA.

20. Term and Termination. This IGA will automatically renew for successive one-year
periods until any Party gives notice of termination. Either party shall be permitted to terminate this IGA
without cause at any time by giving at least thirty (30) days written notice to the other Party. If this
Agreement is terminated for the convenience of either Party, any outstanding bills shall be paid as stated
herein.

5
 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this ____ day of
____________, 2018.

MOFFAT COUNTY TOURISM ASSOCIATION

By:
_______________________, (Title)

MOFFAT COUNTY LOCAL MARKETING DISTRICT

By:
_______________________ (Title)

[SEAL]

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