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Home My WebLink AboutWALKING THE WORLD INC - CONTRACT - AGREEMENT MISC - WALKING THE WORLD INC (2)TRAVEL SERVICES AGREEMENT THIS TRAVEL SERVICES AGREEMENT dated as of December 21, 2015, is entered into between THE CITY OF FORT COLLINS, COLORADO, a municipal corporation ("City"), and WALKING THE WORLD, INC., a Colorado corporation (WTW), and shall be effective on the date last signed below ("Effective Date''). 1. Purpose/Term of Agreement. City and WTW are working together to organize and conduct a trip to Costa Rica from April 11 through April 21, 2016 (the "Trip"). The Term of this Agreement shall be from the Effective Date until April 30, 2016. The provisions of paragraphs 4, 12 and 16 will survive termination of this Agreement. 2. City Responsibilities. City will provide the following Trip services and functions: • participant registration; • marketing and publicity; • responding to questions and requests for information about the Trip; • arranging facilities for pre-trip preview programs; • handling participant payments; • a City guide/travel director to accompany participants on the trip; • ground transportation from Fort Collins to DIA. • making air travel arrangements 3. WTW Responsibilities. WTW will provide the following Trip services and functions: • conducting pre-Trip preview programs; • making all travel arrangements including but not limited to: "in country" ground transportation, lodging and meals, guides and other tour arrangements, all of good and suitable quality; • providing travel insurance for participants who wish to purchase it. 4. Payment. Participants' payments for the Trip will be made in advance to the City. City will use the proceeds of these payments fust for payment of Trip expenses. WTW may request payment or reimbursement for Trip expenses by presenting City with an invoice or other proof of charges in a form acceptable to the City. City reserves the right to review and approve charges for accuracy and appropriateness to the Trip prior to making payment. Costs for travel arrangements and related services arranged by WTW must not exceed the total amount of participants' payments collected for the Trip. At the conclusion of the Trip, City will pay WTW 70% of any proceeds remaining after payment of all Trip expenses. This amount shall be WTW's sole compensation for the services provided under this Agreement. The remaining 30% of the Proceeds will be retained by the City. Neither City nor WTW guarantees to the other that there will be any proceeds remaining after payment of all Trip expenses. 5. Cancellation and Refunds. If participants cancel their participation in the Trip, the City will refund their payments subject to the following penalties: • cancellation 60-90 days before departure: penalty = $600; • cancellation 30-59 days before departure: penalty = 50% of land cost; DocuSign Envelope ID: EED0F8E3-7497-4F96-8611-0B089ADE2A81 , -- • cancellation less than 30 days before departure: penalty = 100% of land cost. 6. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the party that is unable to perform must provide written notice to the other party of such condition within ten (10) days from the onset of such condition. 7. Notice. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: Cate Eckenrode City of Fort Collins Recreation Department P.O. Box 580 Fort Collins, CO 80522 WTW: Walking the World P.O. Box 1186 Fort Collins, CO 80522 8. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. Unless otherwise provided in writing, the City's representative shall be the party identified in Section 7. 9. Independent Service provider. The services to be performed by WTW are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of WTW's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of WTW and that this Agreement shall be considered as an agreement for personal services. Accordingly, WTW shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11 . Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12. Warranty. WTW warrants that all services it provides under this Agreement will be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. DocuSign Envelope ID: EED0F8E3-7497-4F96-8611-0B089ADE2A81 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or ( c) avail itself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non- defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Entire Agreement/Binding Effect. This Agreement constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 16. Liability/Insurance. Each party is responsible for its own negligence and that of its employees and agents. During the Term of this Agreement WTW will maintain commercial general liability insurance in the amount of at least $500,000 combined single limits from an insurance company acceptable to the City. City is to be named as an additional insured on the policy. The policy shall contain a provision or endorsement that the coverage will not be cancelled, materially changed or renewal refused without at least thirty days' prior written notice to City and WTW. Prior to Trip departure, WTW will deliver to the City's Director of Purchasing and Risk Management, P. 0 . Box 580 Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required. 17. Law/Severabilitv. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. [Tile remainder oftlzis page intentionally left blank.] DocuSign Envelope ID: EED0F8E3-7497-4F96-8611-0B089ADE2A81 ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney STATE OF COLORADO ) · )ss. COUNTY OF l_c._r, .µ.u-) CITY OF FORT COLLINS, COLORADO a municipal corporation By: _____ _ ____ _ _ Gerry S. Paul Director of Purchasing and Risk Management WALKING THE WORLD, INC. a Colorado Corporation By:---=--!~rvLiJ lla <....::....l{__ _~-'-'-~ - _ Ward Luthi, Corporate President Subscribed and sworn to before me this IL~ day of &.1,,1-0 c.,: ~015, by: Ward Luthi as President of Walking the World, Inc. Witness my hand and official seal. My Commission Expires: fl Yrtl lfl Notary Public State of Colorado 20094043089 My Commission Expires 01/21/2018 ot/?-t/L.-o is ~ r ~~~~ Notary Public DocuSign Envelope ID: EED0F8E3-7497-4F96-8611-0B089ADE2A81