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CITY OF AUBURN - AUBURN SYMPHONY ORCHESTRA
CONTRACT FOR TOURISM PROMOTION SERVICES
THIS CONTRACT is made and entered into on the l st". day of&5lAS-t- ,
200k-, by and between the CITY OF AUBURN, a municipal corporation of the State of
Washington, hereinafter referred to as the "City" and the AUBURN SYMPHONY
ORCHESTRA, a 26 D.S.C. 501(C)(3) not-for-profit corporation hereinafter referred to as the
"Service Provider", 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 ofthe 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, one source of such activities is the Auburn Symphony Orchestra (the
Service Provider herein); and
WHEREAS, ten years ago, the Auburn Symphony Orchestra was founded. Performing
in the City of Auburn, the symphony operates under the auspices of the City of Auburn's Arts
Commission, and its purpose is to provide professional musicians from the Pacific Northwest
Ballet orchestra and other northwest professional orchestras an opportunity to perform on stage,
while at the same time presenting classical music of world-class caliber to residents of Auburn
and South King County; and
WHEREAS, the success of the Orchestra, wherever it performs, will raise the orchestra's
profile, bringing people to hear the Orchestra and bring them to Auburn; and
WHEREAS, a program of advertising for such events would help to insure the success
of such activities by informing people about them, encouraging people to attend and attracting
tourists to the City; and,
WHEREAS, in order to advertise the City, attract visitors and encourage tourism, it
would be advantageous for the City to contract with the Service Provider for promotional
services in connection therewith.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
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1. SCOPE OF SERVICES BY SERVICE PROVIDER. The Service Provider shall
provide tourism expansion services to the City, through general support and through special
marketing programs, as follows:
. Expanding its performance venues to include locations other than just within the City
of Auburn, including a performance at BENAROY A HALL, in January of 2007.
. Listing the City of Auburn as the concert sponsor, and including the City of Auburn
in advertisements for such event(s).
. Including opportunities at such performances for the Mayor of the City of Auburn
and/or other Auburn dignitaries to be introduced and to give a few words of support
for the orchestra and for the City of Auburn.
. Develop brochures and pamphlets advertising the event(s), including the City of
Auburn as the home venue of the orchestra.
The City shall have the right to review and make suggestions to brochures, advertising programs
and other services in connection with this Contract. The Service Provider 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 date of signing
through date of performance, January 14,2007.
3. COMPENSATION TO SERVICE PROVIDER. Upon receipt of a billing statement
from the service Provider detailing the performance/tasks completed in advance of the payment
dates specified herein, the City shall pay to the Service Provider, as compensation for the
services described above, the total amount of Twenty-five Thousand Dollars ($25,000), payable
in three installments, with the first installment of Eight Thousand Five Hundred Dollars
($8,500.00) being paid in the next billing/claim cycle following contract signing, and the second
installment of Eight Thousand Five Hundred Dollars ($8,500.00) being paid in the first
billing/claim cycle of November 2006, and the third installment of Eight Thousand Dollars
($8,000.00) being paid in the next billing/claim cycle following the performance.
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.
5. CONTRACT ADMINISTRATION. This Contract shall be administered by Jane
Baxter Lynn, on behalf of the Service Provider, and by 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
addressees), unless changed by written notice to the other party:
If to the City: If to the Service Provider:
City of Auburn Auburn Symphony Orchestra
25 West Main Street P. O. Box 2186
Auburn, W A 98001-4998 Auburn, WA 98071
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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, 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 Service Provider 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 amounts set forth herein below: The Service Provider shall furnish evidence,
satisfactory to the City, of all such policies. During the term hereof, the Service Provider 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 Service Provider against loss or liability for damages
for personal injury, death or property damage arising out of or in connection with the
performance by the Service Provider 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. INDEMNIFICATION. The Service Provider 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 of the Service Provider, 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 Service Provider and their respective officers, agents and
employees, or any of them, the Service Provider shall satisfy the same to the extent that such
judgment was due to the Service Provider's negligent acts or omissions.
9. RESTRICTION AGAINST ASSIGNMENT. Service Provider 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 Service Provider 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 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.
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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
Service Provider has performed services pursuant to the Contract, the Service Provider 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 King 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 completion by the Service Provider 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 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 of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed
effective the day and year first set forth above.
AUBURN SYMPHONY ORCHESTRA
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Attest:
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Danielle Daskam City Clerk
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