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RESOLUTION NO. 3667
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH THE AUBURN CHAMBER OF
COMMERCE TO PROVIDE TOURISM EXPANSION
SERVICES
WHEREAS. the City of Auburn is engaged in various municipal functions,
including tourism promotion; and
WHEREAS, in order to provide for such services, it is appropriate that the
City enter into an agreement for the project management of such functions; and
WHEREAS. in order to provide for those services, the City has negotiated
a contract with the Auburn Chamber of Commerce for such services. and the City
has determined that Auburn Chamber of Commerce is able and qualified to
provide the services necessary, at a cost that is acceptable to the City.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Exhibit "A" and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Resolution 3667
December 15,2003
Page 1
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Dated and Signed this \S~ay of\wc e.w.'vev. 200.2.-.
CITY OF AUBURN
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PETER B\LEWIS
MAYOR
ATTEST:
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Da elle E. Daskam,
City Clerk
APPROVED AS TO FORM:
//
Resolution 3667
December 15.2003
Page 2
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CITY OF AUBURN - AUBURN CHAMBER
OF COMMERCE CONTRACT FOR
TOURISM PROMOTION SERVICES
THIS CONTRACT is made and entered into on the \5~ day of \J-e <'5Q..t1\~)-QrÍ
2003, by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as the "City" and the Auburn Chamber of Commerce, hereinafter referred to as
the "Chamber", 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, the City is interested in promoting and marketing Auburn as a tourist
destination; and,
WHEREAS, there are activities located and occurring within the corporate boundaries of the
City, the promotion of which would be beneficial to the City and to the residents and businesses of
the City; and,
WHEREAS, a program of advertising for community events and activities would help to
insure the success of such activities and events by informing people about such community events
and activities, encouraging people to participate in such community events and activities and
attracting tourists to the City; and,
WHEREAS, the City wishes to pursue a two-tiered approach to its promotional efforts with
both locally-based and regional campaigns; and,
WHEREAS, the Chamber is engaged in promoting local businesses and encouraging tourism
activities in the Auburn area; and,
WHEREAS, in order to advertise the City, attract visitors and encourage tourism, it would
be advantageous for the City to contract with the Chamber for promotional services in connection
therewith; and,
WHEREAS, the Chamber 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
Exhibit A
Resolution No. 3667
Page 1
.. ¡
conditions herein contained.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
I. SCOPE OF SERVICES BY CHAMBER AND TERM. The Chamber shall provide
tourism expansion services to the City, as follows:
a. Appropriate efforts to promote Auburn, especially travel-focused businesses such
as Emerald Downs and the Auburn SuperMall, as well as state wide advertising campaigns in
out of area newspapers.
b. Traditional avenues including brochures and maps, and making use of all available
assistance from state and local agencies. Organizing the printing and distribution of such
brochures and maps statewide. Some information may also be available at the Chamber
during regular office hours.
c. Less traditional means of promoting Auburn, such as through the Internet.
The Chamber has already established its own successful site, and will establish a tourism-
specific site to provide Auburn information seven days a week, 24 hours a day offering
visitors special discounts. Available information should include maps, a community events
calendar, and driving distances to various attractions.
d. Chamber may also enter into contracts for printing, advertising and
distribution services, as approved by the Lodging and Advisory Tax Committee. Such
invoices for services will be submitted timely to the City for payment. Such contracts shall
not exceed Forty Five Thousand Dollars ($45,000) in 2004. Further, this contract allows for
payments on contracts entered into on behalf of the City in the amount of Fifty Six Thousand
Seven Hundred Dollars ($56,700) for services received during the first quarter of 2004.
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 all materials developed pursuant to this Contract.
2. TERM OF CONTRACT. The Term of this Contract shall be from January I, 2004
through December 31, 2004.
3. COMPENSATION TO CHAMBER. The City will pay to the Chamber, as compensation
for the services described above, an amount not to exceed Ten Thousand Five Hundred Dollars
($10,500), payable based upon receipt of invoice or statement describing services performed.
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 performed under this Contract shall be
subject to inspection and audit by the City for a period of up to three (3) years from the final payment
for work performed under this Contract.
Exhibit A
Resolution No. 3667
Page 2
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5. CONTRACT ADMINISTRATION. This Contract shall be administered by Mike
Morrisette, Executive Director, on behalf of the Chamber, and by Shelley R. 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 W Main St
Auburn, WA 98001
(253) 931-3033
If to the Chamber:
Auburn Chamber of Commerce
108 S. Division St., Suite B
Auburn, W A 9800 I
(253) 833-0700
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
deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt
requested, and addressed, ifto a party ofthis 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 Chamber 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 hereinbelow: The Chamber shall furnish evidence, satisfactory to the City, of all such
policies. During the term hereof, the Chamber shall take out and maintain in full force and effect the
following insurance policies:
a. Comprehensive general liability insurance, including automobile and property
damage, insuring the City and the Chamber against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance by thc
Chamber of its obligations hereunder, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in anyone occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
8. INDEMNIFICA nON. The Chamber shall indemnity 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 of the Chamber, 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 Chamber and their
respective officers, agents and employees, or any of them, the Chamber shall satisfy the same to the
extent that such judgment was due to the Chamber's negligent acts or omissions.
Exhibit A
Resolution No. 3667
Page 3
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9. 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.
10. AMENDMENT. MODIFICAnON 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 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.
11. TERMINA nON 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 Chamber has
performed services pursuant to the Contract, the Chamber 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 of litigation or other legal action, to
enforce any rights, responsibilities or obligations under this Contract, the prevailing parties shall be
entitled to rcceive 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 commence no later than the
substantial complction by the Chamber 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 determination as to who is
Exhibit A
Resolution No. 3667
Page 4
the drafter of this 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. COUNTERPARTS. 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 counterparts
have been signed by each ofthe 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 CHAMBER
OF COMMERCE
CITY OF AUBURN
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By h, 4::~ ~o"""..." S~HC
Title ;t:J"CS.d""".. 'C:.cu,.
Date , L - 2. ~ -0 '3
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Peter B. Lewis, Mayor
Date "\J.e('..'f'..w\bev-- \""> \ zæ~
Attest:
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Damelle E. Daskam, City Clerk
Exhibit A
Resolution No. 3667
Page 5
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