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HomeMy WebLinkAboutThe Traveling Wall Foundation v,} '1 :006 :'.. - , A-3.I'=>,S CITY OF AUBURN - THE TRAVELING WALL FOUNDATION CONTRACT FOR TOURISM PROMOTION SERVICES THIS CONTRACT is made and entered into on the Ji) day of ~. , 2005 , by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafterreferred to as the "City" and The Traveling Wall Foundation, hereinafter referred to as the "Foundation," on the following terms and conditions. WIT N E SSE T H: WHEREAS, Sections 35.21.700 and 67.28.180 of the Revised Code of Washington identify "tourism promotion" as a legitimate purpose for expenditure of public tax monies; and, WHEREAS, Tourism is an important component of the economy of the City; and, WHEREAS, also important to the City is the veteran community in and around Auburn; and WHEREAS, the City is interested in promoting and marketing Auburn as a tourist destination, and at the same time, supporting the veteran community; and, WHEREAS, the City has the opportunity to do both in sponsoring efforts to bring to Auburn the Traveling Vietnam Memorial Wall, working with The Traveling Wall Foundation, a prospective 501 (c) (3) non-profit corporation Based in Mount Vernon, Washington; and WHEREAS, bringing this Traveling Vietnam Memorial Wall would voice support for the area veterans and provides a tourist attraction for residents and others in the area wishing to see this Memorial Wall. WHEREAS, the Foundation is qualified and able to provide tourism promotion services to meet the City's needs, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: .L SCOPE OF SERVICES BY FOUNDATION. The Foundation shall provide tourism expansion services to the City, through its bringing this Traveling Vietnam Memorial Wall to Auburn, during the period of November 7, 2006, through November 14,2006. The services shall be provided consistent with the Foundation's Mission: The Traveling Wall Foundation is organized to honor US military veterans, past and present; to further Page - 1 the appreciation and understanding of those who have served our country and their experiences through educational outreach activities. The Description of the Traveling Wall exhibit, also known as the American Veteran's Traveling Tribute, is an 80% scale replica of Washington DC based Vietnam Memorial Wall. It is the largest Wall replica in the United States, almost 380' long when erected, approximately 8' in height at its apex. It contains the names of those US servicemen and women who died in Vietnam. Computers with databases and printers help visitors locate names on the wall. This memorial wall was the brainchild of Mr. Don Pennington, a Vietnam War Combat Veteran; its construction was initiated in 1996, and completed in 1998. It averages over 30 shows per year, across the United States, and it has been viewed by hundreds of thousands of people each year. 2. TERM OF CONTRACT. The Term of this Contract shall be from the date hereof through December 31, 2006. 3. COMPENSATION TO FOUNDATION. The City shall pay to the Foundation, as compensation for the services described above, the total amount of Eight Thousand Dollars ($8,000), payable in three installments, with the first installment of Three Thousand Dollars ($3,000) being paid on or before the 15th day of January, 2006, the second installment of Two Thousand Five Hundred Dollars ($2,500) being paid on or before the 7th day of November, 2006, and the third installment of Two Thousand Five Hundred Dollars ($2,500) being paid on or before the 14th day of November, 2006. 4. RECORDS INSPECTION AND AUDIT. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work perfomled under this Contract shall be subject to inspection and audit by the City for a period of up to 1[hree (3) years from the final payment for work performed under this Contract. 5. CONTRACT ADMINISTRATION. This Contract shall be administered by Foundation President, Steve Doty, or designee" on behalf of the Foundation, and by Peter B. Lewis, Auburn Mayor, or designee, on behalf of the City. Any written notices required by terms of this Contract shall be served or mailed to the following address( es), unless changed by written notice to the other party: If to the City: If to the Foundation: City of Auburn The Traveling Wall Foundation 25 West Main Street PO Box 544 Auburn, WA 98001 Mount Vernon, WA 98273 (253) 589-2489 Phone 360-941-2544 e-mail: info@avtt.org 6. NOTICES. All notices or communications permitted or required to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered in person or Page - 2 .._~- deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Contract, to the address set forth next to such party's signature at the end of this Contract, or if to a person not a party to this Contract, to the address designated by a party to this Contract in the foregoing manner. Any party may change his or its address by giving notice in writing, stating his or its new address, to any other party, all pursuant to the procedure set forth in this section of the Contract. 7. INSURANCE. The Foundation shall be responsible for maintaining, during the term of this Contract and at its sole cost and expense, insurance coverages in amounts not less than the amount s set forth herein below: The Foundation shall furnish evidence, satisfactory to the City, of all such policies. During the term hereof, the Foundation shall take out and maintain in full force and effect the following in'surance policies: a. Comprehensive general liability insurance, including automobile and property damage, insuring the City and the Foundation against loss or liability for damages for personal injury, death or property damage arising out of or in connection with the performance by the Foundation of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, dealth or property damage in anyone occurrence. b. Such workmen's compensation and other similar insurance as may be re:quired by law. 8. INDEMNIFICATION. The Foundation shall indemnify and hold harmless the City and its officers, agents and employees, or any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negligent act or omission ofthe Foundation, its officers, agents, employees, or any of them relating to or arising out of the performance of this Contract. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City and the Foundation and their respective officers, agents and employees, or any of them, the Foundation shall satisfy the same to the extent that such judgment was due to the Foundation's negligent acts or omissions. 9. RESTRICTION AGAINST ASSIGNMENT. Foundation shall not assign this Contract or any interest herein, nor any money due or to become due hereunder without first obtaining the written consent of the City, nor shall the Foundation subcontract any part of the services to be performed hereunder, without first obtaining the written consent of the City. 10. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Contract shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and e:xtent of such amendment, modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Contract. Page - 3 . m'_'_"___,',_~____ 11. TERMINATION AND SUSPENSION. Either party may terminate this Contract upon Ninety (90) days written notice to the other party. It is provided, however, that if the Foundation has performed services pursuant to the Contract, the Foundation shall be compensated for such services in accordance with the rate of compensation provided herein. 12. PARTIES IN INTEREST. This Contract shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Contract. This Contract is for the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 13. COSTS TO PREVAILING PARTY. In the event oflitigation or other legal action, to enforce any rights, responsibilities or obligations under this Contract, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 14. APPLICABLE LAW. This Contract and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be Pierce County, State of Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commenCI:l no later than the substantial completion by the Foundation of the services. 15. CAPTIONS, HEADINGS AND TITLES. All captions, headings or titles in the paragraphs or sections of this Contract are inserted for convenience of reference only and shall not constitute a part of this Contract or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Contract shall not be affected by any detennination as to who is the drafter ofthis Contract, this Contract having been drafted by mutual agreement of the parties. 16. SEVERABLE PROVISIONS. Each provision of this Contract is intended to be severable. If any provision hereof is found by a court of competent jurisdiction to be illegal or invalid, or not applicable to any person or circumstance, for any reason whatsoever, such illegality, invalidity or non-applicability shall not affect the legality or validity of the remainder of this Contract, or its applicability to other persons or circumstances. 17. ENTIRE AGREEMENT. This Contract contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements, contracts and understandings between the parties with respect to such subject matter. 18. COUNTERP ARTS. This Contract may be executed in multiple counterparts, each of which shall be one and the same Contract and shall become effective when one or more Page - 4 ----- - counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed effective the day and year first set forth above. ~ ~ €? PE ER B. LEWIS, MAYOR ATTEST: ll~~c~~ APP The Traveling Wall Foundation BY: TITLE: Page - 5 ,-.--. - "'-.