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HomeMy WebLinkAbout2019 - Classy Chassis - Town Toyota Auto Center sponsorship of the 2019 Classy Chassis Parade and Car Show. May 3-9, 2019. - Town Toyota Auto CenterAdvertising Services Agreement This Advertising Services Agreement (the "Agreement"), effective as of any and all Damages directly or indirectly arising from or relating to (i) any this 161 Day of April, 2019, is made by and between the WWTDAA, and breach by TDA of this Agreement or any Schedule; and (I!) the violation the City of East Wenatchee ("Promoter"). of any applicable law, rule or regulation by TDA. 1. Services. Promoter will provide to TDA the services and advertising opportunities (the "Services') set forth in various written Advertising Schedules (each a "Schedule") which shall be executed by both parties and which shall supplement this Agreement. Each Schedule, which incorporates this Agreement by reference, shall contain additional terms and conditions that are specific to the Service to be provided thereunder. In the event of any conflict between the terms of this Agreement or any Schedule, this Agreement shall prevail except to the extent the conflict is specifically acknowledged in such Schedule and agreed upon by both parties. 2. Payment for Services. TDA shall pay the fees for the Services as set forth in each applicable Schedule. 3. Term; Termination, This Agreement shall commence upon execution by both parties and, unless terminated earlier as provided for below, shall remain in effect until all executed Schedules hereto have expired or are terminated (the "Term"). At any time during the Term, a party shall have the right to terminate a Schedule (1) five (5) days after the other party's receipt of notice that such party is in material breach of any of the terms or conditions set forth in this Agreement or such Schedule, unless such party cures such breach within said five (5) day period or the non - breaching party withdraws its notice of termination, (ii) immediately upon notice by a party if the other party (A) is adjudged insolvent or bankrupt, (B) institutes or has instituted against it any proceeding seeking relief, reorganization or arrangement under any laws relating to insolvency (and, in the case of any such proceeding instituted against it, the proceeding is not dismissed within sixty (60) days after filing), (0) makes any assignment for the benefit of creditors, (D) appoints a receiver, liquidator or trustee of any of its property or assets, or (E) liquidates, dissolves or winds up its business, or (iii) immediately if any change occurs in any applicable laws or regulations that would, in that party's reasonable opinion, render the party's performance hereunder illegal or otherwise subject to legal challenge. 4. Representations and Warranties. TDA and Promoter represent and warrant to each other that: (i) such it has all necessary right, power and authority to enter into this Agreement and each Schedule and to perform its obligations under each and (ii) nothing contained in this Agreement or any Schedule or required by such party's performance under this Agreement or any Schedule will place such party in breach of any other contract or agreement to which it is bound or violate any applicable law, rule or regulation. Each person executing this Agreement or any Schedule in a representative capacity represents and warrants that he or she is authorized to act on behalf of the represented entity and to bind such entity to the terms and conditions set forth herein. S. indemnification; Limitation of Liability. a. Promoter agrees to indemnify, defend, and hold harmless TDA and Toyota Motor Sales U.S.A_ Inc. (and their respective officers, directors, employees, shareholders and agents, successors, assigns and representatives) (collectively, the 'TDA(TMS Entities") from and against any and all costs, expenses, damages, claims, suits, actions, liabilities, losses and judgments, including, without limitation, attorneys' fees and legal expenses (collectively, the Damages) based on, arising out of or in any way related or connected with claims, liabilities, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to (1) the Services provided by Promoter, (4) any breach of this Agreement or any Schedule by Promoter; or (iii) the violation of any applicable law, rule or regulation by Promoter. If Services include sponsorship of an event (a "Sponsored Event"), then Promoter additionally agrees to indemnify and hold the TDA(f MS Entities harmless from any Damages based on, arising out of or in any way related or connected with the Sponsored Event, the Promoter's performance of its Agreement with TDA, or any other matter or activity directly or indirectly related to the Sponsored Event. c. Neither Promoter nor TDA shall be to the other for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind or any lost or imputed profits arising out of this Agreement or any Schedule or its termination; however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Each party hereto waives any claims that these exclusions deprive such party of an adequate remedy. Except for liabilities resulting from either parry's willful misconduct or recklessness or either party's indemnification obligations set forth herein, each party's liability hereunder shall not exceed the fees paid or payable by TDA under the applicable Schedule within the one-year period immediately preceding the date that the alleged wrongful act first occurred. This Section 5 shall survive the expiration or termination of the Agreement or any applicable Schedule. 6. General Provisions a. Insurance Requirements. If the Services include a Sponsored Event, then Promoter shall maintain throughout the staging and performance of the Sponsored Event, the following minimum insurance coverage: (a) Commercial general liability insurance, in a minimum coverage of One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage, and at least One Million Dollars ($1,000,000) coverage for any other liabilities, including contractual and advertising liabilities; (b) Employer's liability insurance in a minimum amount of One Million Dollars ($1,000,000) and worker's compensation insurance in an amount satisfying applicable laws and (c) Umbrella liability insurance in a minimum amount of Four Million Dollars ($4,000,000). In addition, the owner and/or lesser of the Sponsored Event premises, and anyone providing catering or related activities for the Sponsored Event must maintain at least One Million Dollars ($1,000,000) commercial liability insurance with full liquor liability coverage. If Promoter serves alcoholic drinks at the Sponsored Event, Promoter must have full liquor liability insurance coverage as part of its commercial general liability insurance coverage. The commercial liability policy must name the TDAfTMS Entities as Additional Insureds and shall specify that the insurance carrier will endeavor to provide TDA thirty (30) days written notice prior to any change, cancellation or reduction in such coverage. b. Jurisdiction and Governing Law. Any claim arising out of or relating to this Agreement or any Schedule shall be brought exclusively in either the state or federal courts located in Hamilton County, Ohio and both parties consent to such exclusive personal jurisdiction. The rights and obligations of the parties under this Agreement and each Schedule shall be governed by and construed under the laws of the State of Ohio without reference to conflict of law principles. c. Force Majeure. Neither party shall be deemed in default of this Agreement or any Schedule to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within ten (10) working days of such event or occurrence. d. Relationship. The relationship of TDA and Promoter established pursuant to this Agreement and each Schedule is that of independent contractors and no joint venture, partnership, agency, franchise or employment relationship will be deemed to exist between them. b. TDA agrees to indemnify, defend, and hold harmless Promoter, its officers, directors, employees, shareholders and agents from and against 1 of 3 e. Notice. Any notice, communication or statement relating to this Agreement or any Schedule shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally -recognized overnight courier service, to each party at the address set forth below: Western Washington Advertising Association, Inc. c/o TCAA, Inc. 4555 Lake Forest Drive, Suite 550 Cincinnati, OH 45242 Fax No.: 513.966.5558 Attn: President With copy to Michael Barron Barron Peck Bennie & Schlemmer 3074 Madison Road Cincinnati, Ohio 45209 Fax No. 513.721,8311 Promoter f. Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or any Schedule or to exercise any right under this Agreement or any Schedule shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance, and the same shall be and remain in full force and effect. No change, amendment or modification of any provision of this Agreement or any Schedule shall be valid unless in writing signed by both parties. g. Construction of Agreement. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. h. Entire Agreement. This Agreement and each Schedule sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges and supersedes all prior discussions and writings between them with respect to the contents of this Agreement and each Schedule or the Services provided by TDA. If any provision (or part thereof) of this Agreement or any Schedule is determined by a court of competent jurisdiction as part of a final non -appealable ruling, government action or binding arbitration, to be invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement or any Schedule shall remain in full force and effect and bind the parties according to its terms. This Agreement and each applicable Schedule may be executed in multiple counterparts, all of which together will constitute one original document. IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute a counterpart of this Advertising Services Agreement, effective as of the date indicated above. City of Eas nat ea W WT AA Toyota d {Signature of Authorized Officer) i nature of Authorized Representative) Josh DeLav (Printed Name) Finance Director of East Wenatchee (Title) _ `� /b 4 IQ tJ (date) 2of3 Louis C. Manetta (Printed Name) TCAA, Chief Operating_ Officer (Title) April 16, 2019 (Date) Advertising Schedule April 16, 2019 This Advertising Schedule (April 16, 2019) is entered into pursuant to and incorporates by reference the terms and conditions of the Advertising Services Agreement by and between The WWTDAA, and the City of East Wenatchee ("Promoter"). Town Toyota shall receive the following:: • Official Trophies Sponsor of the 2019 Classy Chassis Parade and Car Show being held at Eastmont Community Park on May 3-4, 2019, Radio mention in produced :30 radio schedule • Visual mention in print advertising as named sponsor and mention in Electronic Billboard spots 12 times an hour beginning 21 days before the event • Town Toyota to have vehicles in the parade and stage 12 vehicles in a central area during the Saturday Car Show. • 100+ feet of boothttent space • 14+ PA Announcements during car show • Display advertising on city webpage TDA to Provide: Banners for placement in designated areas above Logos and/or artwork for produced media materials Personnel as needed for Town Toyota exhibit space for duration of show Fees $1,600.00. Payable on or before May 1, 2019 Please make check payable to "City of East Wenatchee" 271 901 Street NE, East Wenatchee, WA 98802 Attn: Dan White City of East natc ee (Signal a of Authorized Officer) Josh DeLay (Printed Name) Finangg Director of East Wenatchee (Title) (Date) WWT AA Toyota (Signature of Authorized Representative) Louis C. Manetta (Printed Name) TCAA, Chief Operating Officer (Title) April it 16, 2019 (Date) 3 of 3