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Home My WebLink AboutAuburn Area Chamber of Commerce A."3.leo 7 CITY OF AUBURN - AUBURN AREA CHAMBER OFCO~RCECONTRACTFOR ECONONUC DEVELOPMENT SERVICES THIS CONTRACT is made and entered into on the 26th day of May, 2005, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as the "City" and the Auburn Area Chamber of Commerce, hereinafterreferred to as the "Chamber", on the following terms and conditions. WIT N E SSE T H: WHEREAS, economic development is recognized by the legislature of the State of Washington as a legitimate exercise of the authority and powers of municipal govfmment; and, and, WHEREAS, economic development is an important component of the economy of the City; WHEREAS, the City is interested in promoting economic development in the City of Auburn by contracting with the Chamber for the facilitation of cooperation between merchants, businesses, and residential property owners which assists trade, economic viability, and livability within the City of Auburn; and, WHEREAS, the Chamber is a vital component of economic development within the City, the promotion of which would be beneficial to the City and to the residents and businesses of the City; and, WHEREAS, the Chamber wishes to have a brochure for its services sent out along with the regular mailing of business license renewals by the City; and, WHEREAS, the City wishes to promote economic development and compensate the Chamber for its services through the mailing of this brochure. NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS: 1. SCOPE OF SERVICES BY CHAMBER. The Chamber shall provide economic development services to the City, as follows: Traditional avenues including brochures and making use of all available assistance from state and local agencies as well as promotion and inclusion of businesses in the Auburn Business Directory. The City shall have the right to review and make suggestions to brochures, advertising programs and other services in connection with this Contract. The Chamber shall provide the City with copies of Page - I ----------··,_..______·____··.__·__~_u...._________._____._._- __',___ all materials developed pursuant to this Contract. 2. SCOPE OF SERVICES BY CITY. The City shall compensate the Chamber for its services by including in the regular Auburn business license renewal mailing a brochure which shall be drafted and provided by the Chamber and approved by the City. The brochure will be in such form that it does not increase the Cities mailing cost and may be placed in the envelope by machine. 3. TERM OF CONTRACT. The Term ofthis Contract shall be from May 1,2005 through April 30, 2006. 4. CONTRACT ADMINISTRATION. This Contract shall be administered by Mike Morrisette, President, on behalf of the Chamber, and by Shelley Coleman, Finance Director, 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: City of Auburn 25 West Main Street AuburnWA 98001-5305 (253) 804-5019 If to the Chamber: Auburn Area Chamber of Commerce 108 S Division, Ste B Auburn, W A 98001 5. 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 deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, ifto 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. 6. INDEMNIFICATION. Each party shall indemnify and hold harmless the other and its officers, agents and employees, or any of them from any and all claims, actions, suits, 1iability, loss, costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of the negJigent act or omission of one party, 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 either party, its officers, agents, employees and/or any of them, or jointly against both parties and their respective officers, agents and employees, or any of them, both parties shall satisfy the same to the extent that such judgment was due to that party's negligent acts or omissions. 7. RESTRICTION AGAINST ASSIGNMENT. Chamber 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 Chamber subcontract any part of the services to be performed hereunder, without first obtaining the written consent of the City. Page - 2 8. AMENDMENT. MODIFICATION OR WAIVER. No amendment, modification or waiver of any condition, provision or term of this Contract shall be valid or of any eflect 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 extent 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. 9. TERMINATION AND SUSPENSION. Either party may terminate this: Contract upon Thirty (30) days written notice to the other party. It is provided, however, that if the Chambcr has performed services pursuant to the Contract, the Chamber shall be compensated for such services in accordance with the rate of compensation provided herein. 10. 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. 11. COSTS TO PREVAILING PARTY. In the event of litigation 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. 12. APPLICABLE LAW. This Contract and the rights of the parties herl~under shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be King County, State of Washington; provided, however, that it is agreed and understood that any applicable statute oflimitation shall commence no later than the substantial completion by the Chamber of the services. 13. 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 determinalion as to who is the drafter of this Contract, this Contract having been drafted by mutual agreement of the parties. 14. 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. Page - 3 15. 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 matl<er. 16. COUNTERPARTS. This Contract may be executed in multiple COuntl~rparts, each of which shall be one and the Same Contract and shall become effective when one or more 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. AUBURN AREA CHAMBER OF COMMERCE ~.,:7~·o By ~,He. ~ð"""',Je-lle.. Title P~t:"sHR <:,...-f' ! C. D.o. Date dr-/-o.c c~~ Peter B. Lewis Mayor JUN - 2 2[105 Date z:::::...? :.> Attest: -/J;tlúD¡1J()~/ôW\.J D Daskam, CIty Clerk Page - 4