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Home My WebLink AboutWindermere Group One Tri-City Inc - Carpool Cinema Sponsership Agreement - Gesa Stadium Parking Lott ,:: Contract No. REC20-011 ffiko SPONSORSHIP AGREEMENT Between the CITY OF PASCO and WINDERMERE GROUP ONE/TRI-CITY, INC THIS AGREEMENT is made and entered into on this � day of , 2020 by and between the City of Pasco, Washington municipal corporations, herein fter referred to as "City," and WINDERMERE GROUP ONE/TRI-CITY, INC, a Washington for-profit corporation with service at 490 Bradley Blvd., Richland, WA 99352, 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 parks and recreational facilities within each of their own jurisdictions upon which they intend to offer outdoor recreational activities; and WHEREAS, the Sponsor wishes to contract with the City for the right to sponsor the Tri - City Carpool Cinema outdoor movie series at GESA Stadium parking lot in Pasco 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. Purpose. The purpose of this Agreement is to identify the obligation of the City and the Sponsor for the Tri -City Carpool Cinema outdoor movie series events at a City owned parking lot located at 6200 Burden Blvd in Pasco, Gesa Stadium parking lot: 2. Sponsor's Rights. Under this Agreement, Sponsor agrees to: a. Pay the Sponsorship Fees as identified in Section 5 of this Agreement; b. Provide Sponsor's logo for use on all event series digital/printed marketing materials, website, and social media; c. Provide staff/representation to be featured in a video introduction segment to be shown prior to the feature presentation and for marketing the event series; d. Provide Sponsor representation for each movie showing as desired by sponsor. 3. City Rights. Under this Agreement, the City agrees to: a. Be responsible for event administration, advertising, staffing and management; b. Purchase and hold all required licenses for each scheduled movie showing; c. Provide all necessary supplies and equipment to perform under this agreement; d. Provide Sponsor's name and/or logo recognition in all digital/printed marketing Sponsorship Agreement — WINDERMERE GROUP ONE/TRI-CITY, INC (2020) Page 1 of 4 materials, press releases, web and social media sites; e. Showcase Sponsor's logo on-screen prior to feature presentation of each of the three (3) scheduled movie showings; f. Provide space near the event entrance for Sponsor to set-up an informational/advertisement table for "drive-thru" patronage only as desired by sponsor; g. Permit Sponsor to set-up banners within event space as approved by City staff at each location; h. Provide Sponsor with a total of thirty (30) complimentary tickets to movie showings broken down by: i. Thirty (30) complimentary tickets (ten (10) per scheduled showing) in Pasco, i. Coordinate the services of the City of Richland's Communication & Marketing Department for creating the Sponsor's video introduction segment to be shown prior to the feature presentation. 4. Term. This Agreement shall be effective upon execution by all Parties and shall terminate on August 31, 2020. The term of this Agreement shall be as follows: a. Scheduled movie showing dates will be Friday, August 21 and Saturday, August 22. The City will host three (3) movie showings; an evening showing on Friday and both a morning and an evening showing on Saturday. The showings will take place at 6200 Burden Blvd, Gesa Stadium Parking Lot. b. In the case of cancellation due to inclement weather and/or unforeseen circumstances, a make-up date and/or location will be mutually agreed upon by both the City and Sponsor. 5. Sponsorship Fee. Sponsor shall pay ONE THOUSAND FIVE HUNDRED DOLLARS AND NO/100 ($1,500.00) to the City; DUE IN FULL UPON Sponsor's execution of this Agreement. 6. Advertising Conditions. All advertising content shall be approved by the City. Advertising of alcoholic beverages, marijuana, and tobacco products is expressly prohibited. Z Assignment. This Agreement may not be assigned or otherwise transferred by either Party hereto. Any such assignment without consent is void. Consent must be provided in writing. 8. 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. 9. 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 WINDERMERE GROUP ONE/TRI- Sponsorship Agreement — WINDERMERE GROUP ONE/TRI-CITY, INC (2020) Page 2 of 4 Zach Ratkai Administrative & Community Services Director 525 N. 3`d Avenue Pasco, WA 99301 Email: ratkaiz@pasco-wa.gov CITY, INC Patti Thompson Owner/Bookkeeper 490 Bradley Blvd. Richland, WA 99352 Email: patti@windermere.com 509-943-5676 10. 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. Il. 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. 12. 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. 13. Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent 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. 14. 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. 15. 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. 16. 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 Sponsorship Agreement— WINDERMERE GROUP ONE/TRI-CITY, INC (2020) Page 3 of 4 in this Agreement. 17. Scrivener. The party drafting this Agreement is the City of Pasco. The City makes no representations regarding the rights or responsibilities of Sponsor and the other City 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. 18. Time of Essence. Time is of the essence for each and al l of the terns, 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 Zach RatkajoA CS Niector TO FORM: R Eric Fer n, City Attorney SPONSOR — WINDERMERE GROUP ONE/TRI-CITY, INC Its:�k)Yl Sponsorship Agreement — WINDERMERE GROUP ONE/TRI-CITY, INC (2o2o) Page 4 of 4 in this Agreement. 1Z Scrivener. The party drafting this Agreement is the City of Pasco. The City makes no representations regarding the rights or responsibilities of Sponsor and the other City 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. 18. 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 Zach APPROVED AS TO FORM: Eric Ferguson, City Attorney SPONSOR — WINDERMERE GROUP ONE/TRI-CITY, INC By: Its: ftw - Sponsorship Agreement — WINDERMERE GROUP ONE/TRI-CITU, INC (2020) Page 4 of 4