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HomeMy WebLinkAboutRenewal by Andersen - Sponsorship Agreement Big Cross Frozen Tundra RunContract No.: REC24-001 Pd5co SPONSORSHIP AGREEMENT Between the CITY OF PASCO And Renewal by Andersen THIS AGREEMENT is made and entered into on this 6 day of November 2023 by and between the City of Pasco, a Washington municipal corporation, hereinafter referred to as "City," and Renewal by Andersen, a Washington for -profit organization, hereinafter referred to as the "Sponsor." City and Sponsor are referred to collectively as the "Parties." I. RECITALS WHEREAS, the City owns, maintains, operates and programs certain public park and recreational facilities within the City of Pasco, upon which it intends to offer outdoor recreational activities; and WHEREAS, the Sponsor wishes to contract with the City for the right to sponsor the City's Big Cross Frozen Tundra Run (to be held at Volunteer Park) subject to the City's approval. NOW THEREFORE, in consideration of the promises, terms and conditions contained herein, the Parties hereby agree as follows: II. AGREEMENT 1. Sponsor's Rights. The Sponsor is authorized to provide: a. Exposure to large community events with a captive audience. b. Business logo posted on marketing materials and banner at event. c. Booth/Table area available to advertise at event. 2. City's Rights. The City retains sole authority to set up and take down the Sponsor's banner and use Sponsor's logo for advertising purposes. 3. Term. This Agreement shall be effective upon execution by both Parties and shall terminate on January 27, 2024 4. Sponsorship Fee. Sponsor shall pay to the City 250 which shall be due in full to the City within twenty (20) calendar days of billing for this Agreement. 5. Advertising Conditions. All advertising content shall be approved by the City. Advertising of alcoholic beverages, marijuana, and tobacco products is expressly prohibited. Sponsorship Agreement Page 1 of 3 6. Assignment. This Agreement may not be assigned or otherwise transferred by either Party hereto. Any such assignment without consent is void. 7. Modification. This Agreement may not be modified or amended unless such modification or amendment is in writing and duly executed by an authorized representative of each Party. 8. Notice. The City and Sponsor shall each designate a person who has the authority and responsibility for administering this Agreement. All notices regarding the performance or interpretation of this Agreement shall be served on such person at the following addresses: City of Pasco Sponsors Name Jesse Rice — A&CS Director Jamie Chestnutt — Events Coordinator 525 N. 3rd Ave 1426 E 3.dAve CI02 Pasco, WA 99301 Kennewick, WA 99337 Email: ricegov Jamie.Chestnutt@rbawa.com 9. Indemnification. Sponsor shall defend, indemnify, and hold harmless the City, its officers, officials, employees and volunteers from and against any and all claims, suits, actions or liabilities for injury or death of any person, or for loss or damage to property arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. 10. Mediation. If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be resolved through direct discussions, the Parties agree to endeavor first to settle the dispute in an amicable manner by mediation administered by a mediator selected by agreement of the Parties. All fees and expenses for mediation shall be borne by the Parties equally. However, each Party shall bear the expense of its own counsel and any expenses related to preparation and/or presentation of the case in mediation. 11. Venue, Applicable Law and Personal Jurisdiction. All questions related to this Agreement shall be resolved under the laws of the State of Washington. In the event that either Party deems it necessary to institute legal action arising from this Agreement, such action shall be instituted in Franklin County Superior Court. The Parties each consent to the personal jurisdiction of such court. Except as otherwise provided by law, it is expressly understood that neither Party can institute any legal action against the other based on this Agreement until the Parties have exhausted the mediation procedure required by the previous paragraph. 12. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competitive jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated as a result of such decision. 13. Waiver. The waiver by either Party of any breach of any term, condition, or provision of the Agreement shall not be deemed a waiver of such term, condition, or provision or any subsequent breach of the same or any condition or provision of this Agreement. Sponsorship Agreement Page 2 of 3 14 Captions. The captions used herein are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions hereof. 15. Integration. This Agreement contains the entire agreement of the Parties hereto and supersedes all previous understandings and agreements, written or oral, with respect to this transaction. Neither Party shall be liable to the other for any representations made by any person concerning the terms of this Agreement, except to the extent that the same are expressed in this Agreement. 16. Scrivener. The party drafting this Agreement is the City of Pasco. The City makes no representations regarding the rights or responsibilities of Sponsor under this Agreement. Because each Party has had opportunity to review and revise this Agreement with assistance of counsel, the rule of construction where ambiguities are construed against the drafter shall not apply. 17. Time of Essence. Time is of the essence for each and all of the terms, covenants, and conditions of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF PASCO Rice S Dept Director APPROVED AS TO FORM: Kerr Fer n Law, PLLC Pasco rty Attorney SPONSOR - NAME B� y: Print: Jamie Chestnutt Its: Events Coordinator Renewal by Andersen Sponsorship Agreement Page 3 of 3