HomeMy WebLinkAbout2010 CON Disney Destinations - Disneyland Resort TicketsDISNEY DESTINATIONS, LLC DBA DISNEY DESTINATIONS SALES
DISNEYLAND® RESORT ONLINE TICKET SALES AGREEMENT
This 2010 Disneyland* Resort Online 'ticket Sales Agreement (hereafter, "Agreement") for the sale and purchase of
Disneyland* Resort tickets (hereafter, individually "Ticket" and collectively "Tickets") is made and entered into as of July 07.
2010, ("Effective Date"), by and between City of National City (hereafter, "Company") located at 140 E. 12th Street, Suite A,
National City, CA, 91950, and Disney Destinations, LLC, (hereafter, "Disney") Jocated at 1150 West Magic Way, Anaheim,
California, 92803-3441, each singularly a "party" and together the "parties" to this Agreement subject to the following terms and
conditions.
RECITALS
WHEREAS, certain of Disney's related and affiliated companies are in the theme park and resort business, including but not
limited to, the ownership and operation of thc entertainment, recreation, and lodging complex located in Anaheim. California
known as the Disnevlandd Resort, which includes Disneylandd' Park, Disney's California Adventure' Park, the Disneyland
Ilotel, Disney's Paradise Pier* Ifotel, Disney's Grand Californian llotcl*and related facilities (the "Resort"); and,
WI IFREAS, Disney agrees to make available to the Company through Disney's Online Ticket Store (defined hereinbelow), and
Company agrees to publicize and promote the Tickets' availability for sale from Disney to Company's employees (or if
Company is a club or membership organization, only to Company's employees and members; or if Company is a school, only to
Company's school employees and students/alumni) Tickets per the net rates ("Net Rates") identified in Exhibit A. attached
hereto and fully incorporated herein by this reference, per the terms and conditions contained in this Agreement.
NOW, THEREFORE, for the mutual covenants contained herein, and for other good and valuable consideration. the receipt and
sufficiency of which is hereby acknowledged, the parties agree to the following:
TERMS AND CONDITR)NS
1. TERM. The term of this Agreement shall commence on the Effective Date, and continue until either party terminates
this Agreement, with or without cause, by providing the other party with thirty (30) days prior written notice. In
addition, Disney may terminate this Agreement immediately for cause by giving notice to Company pursuant hereto.
2. CONDITIONS OF SALE. Disney shall make available to Company through Disney's Online Ticket Store and
Company agrees to publicize and promote the Tickets' availability for sale from Disney only to Company's employees
residing in Zip codes 90000 through 93599 having a valid Company employee 1.D., or, if Company is a club or
membership organization, only to Company's employees and members having a valid Company employee 1.D. or a
valid Company member I.D. , or, if Company is a school, only to school employees and students/alumni having a valid
school employee or student/alumni I.D. (collectively "Eligible Persons"), the Tickets per the type of Tickets and per the
Net Rates shown on (i) Exhibit A attached hereto and fully incorporated herein by this reference, and pursuant to the
Ticket Net Rates ("Ticket Net Rates") attached hereto and fully incorporated herein by this reference as Exhibit A•
attached hereto and fully incorporated herein by this reference. Company agrees to permit its Eligible Persons to
purchase a maximum of no more than eight (8) tickets per individual per month...
(A) The parties acknowledge and agree that restrictions may apply to Tickets, if any, obtained under this
Agreement
(13) The Net Rates contained in Exhibit A arc subject to change in Disney's sole and absolute discretion at any
time. with or without notice; without further obligation or liability by Disney. Company acknowledges that all
attractions and entertainment, prices, types and features of Tickets and special offers and events, and age ranges, are all
subject to change without notice in Disney's sole and absolute discretion, us agreed to by Company pursuant to the
Disney Days Online Pricing Sheet attached hereto as Exhibit A. In accordance with thc foregoing, pricing (Net Rates)
are not guaranteed for the length of this Agreement, Disney reserves the right to increase the Net Rates for the Tickets
(tickets prices) at any time without notice.
Payment for "Tickets" (and more specifically described in Exhibit A hcrcinbelow) shall be due and payable by
Company's employees/members/students/alumni to Disney at the time of purchase from Company's Online Ticket
Store. Tickets lost and/or stolen while in the possession of Company's employees/members/students/alumni shall be
deemed "sold" by Company for purposes of determining payments to Disney hereunder.
City of National City
2010 Disney Days Ticket Sales Agreement
(Contract type: DD on-line only contract)
Page 1
Payment for Tickets purchased by Company's employees/members/students/alumni pursuant to Exhibit A shall be in
United States Dollars, by credit card. The following credit cards are acceptable: Visa, American Express, the Disney
Credit Card, Disney Gift Card. MasterCard or Discover Card.
(C) The sale of Tickets to Company's employees/members/studentslalumni, if any, through Company's Online
Ticket Store shall be consummated in Orange County, California. Disney shall be solely and exclusively responsible
for the determination and selection of the manner of delivery of the 'Pickets to Company's
employees/members/students/alumni and shall he solely responsible for any loss and damage, if any, of the Tickets
while the Tickets are in the possession of Disney and/or the delivery method and/or personnel selected by Disney for
delivery' of Tickets to Company's employees/members/students/alumni. Company's employees shall be solely and
exclusively responsible for the manner of delivery of all Tickets returned to Disney and shall be solely and exclusively
responsible for any loss and/or damage of the Tickets while the Tickets being returned are in possession of Company's
employees andior the delivery method and/or personnel selected by Company's employees for return delivery of the
Tickets to Disney.
3. ONLINE TICKET STORE. DESCRIPTION OF SERVICES.
Disney operates an Online Ticket Store, as described in greater detail below (the "Online Ticket Store") that allows
eligible end -users to purchase the types of Disneyland® Resort tickets set forth on Exhibit A attached hereto and as
updated by the parties from time to time (collectively, "Tickets") online. The Online Ticket Store requires some
technical setup to ensure correct, traceabk access by Company to the Online Ticket Store, and to ensure only valid
partners and their qualified employees and members have access to the Online 'ticket Store. Such setup includes
without limitation, upon Disney's request, Company providing Disney with Company's IP address range, Company
placing a link to the Online Ticket Store provided by Disney on Company's intranet and secure member -only site on
Company's Intranet Website (collectively, the "Website") and, if requested by Disney, Company inserting code
provided by Disney onto Company's Intranet Website to assist Disney with tracking access to and usage of the Online
Ticket Store. The parties hereby agree to the following with respect to the Online Picket Store:
(A) ONLINE TICKET STORE - COMPANY'S OBLIGATIONS. During the term of thc Agreement. Company
will place links to the Online Ticket Store url using the text links and promotional images provided by Disney
(collectively, the "Disney Content") on pages within Company's Intranet Website approved by Disney in advamxin
Disney's sole discretion (collectively. the "Approved Pages"). Prior to using any of the Disney Content on Company's
Intranet Website, Company must submit mock-up screenshots of the page(s) in which Company proposes to place the
Disney Content to Disney for review via email to Richard C. Buescher, Manager — Corporate and Military Ticket Sales.
Company may not post or cause any Disney Content (including but not limited to links to the Online Ticket Store) to
go live within Company's Intranet Website until Company receives written approval of the mock-up screenshots, and
Company may only use the Disney Content in the manner set forth in the approved mock-up screenshots. Without
limiting the foregoing, (i) in no event shall Company use any Disney Content for any publication, exhibition,
promotion or any other use whatsoever, nor shall Company display or transmit any Disney Content in any form or
manner, other than as expressly set forth in this Agreement; (ii) Company's use of such Disney Content shall be subject
to Section 4(iv) of the Agreement and (iii) Disney shall retain all right, title and interest in and to the Disney Content
and the Online Ticket Store, including, without limitation, all associated rights under the laws of copyright. trademarks
and patents, and Company agrees not to challenge the validity of Disney's ownership thereof. Company agrees that it
will not and will not permit any third party to, (i) sell, transfer, lease, license or sublicense any of the rights granted
under this Agreement; (ii) decompile, disassemble, or otherwise attempt to derive source code from the Online Ticket
Store or any portion thereof; or (iii) allow access to the Online Ticket Store to any third party other than as expressly
permitted in this Agreement. Subject to Company's obligations pursuant to this Agreement, as between the parties,
Company is solely responsible for the development, maintenance and operation in its sole discretion of all aspects of
Company's Intranet Website.
(B) ONLINE TICKET STORE — DISNEY OBLIGATIONS. During the term of the Agreement, Disney will
operate the Online Ticket Store in order to allow Eligible Persons (as defined in Section 2 above) to purchase Tickets
online. Initially, Eligible Persons will be permitted to purchase up to eight (8) Tickets per calendar month, but Disney
has the right to change its policies regarding the number of Tickets purchasable by Eligible Persons at any time in its
sole and absolute discretion without notice. Tickets purchased by Eligible Persons through the Online Ticket Store will
be fur thc personal use of such Eligible Persons and immediate family and friends will be subject to the teens and
conditions of Section 2 of the Agreement, and such Tickets shall not be assignable or available for resale or transfer of
any kind. Subject to the terms and conditions of this Agreement, Disney hereby grants Company a fully paid -up non-
exclusive worldwide license to display the Disney Content on Approved Pages solely for the purpose of allowing
Eligible Users to access and use the Online Ticket Store. Company agrees that it shall acquire no right, tick or interest
in or to the Disney Content, the Online Ticket Store, or any portions thereof, except for the licenses expressly granted
City of National City
2010 Disney Days Ticket Sales Agreement Page 2
(Contract type: DD on-line only contract)
herein. Company acknowledges and agrees that, as between the parties, Disney is solely responsible for the
development, maintenance and operation in its sole discretion of all aspects of the Online Ticket Store, including the
appearance, content, format and functionality. Without limiting the foregoing, Disney shall be responsible for (a)
processing and fulfilling all orders made through the Online Ticket Store, and (b) all customer service and support with
respect to such orders.
(C) DISNEY PRIVACY POLICY AND TERMS OF USE. Eligible Users may be required to register with
Disney prior to entering the Online Picket Store site. Access and use of the Online Ticket Store by Eligible Persons
will be subject to the conditions and restrictions set forth in this Agreement and in the Agreement and Disney's then -
current terms of use (which will be posted within the Online Ticket Store site). Disney's collection and use of any
personally identifiable information in operating the Online Ticket Store will be subject to Disney's then -current privacy
policy (which will be posted within the Online Ticket Store site). Disney's current privacy policies and website terns
of use can be accessed at http://disnev,go.coni'cornoratelorivacv/np wdig.html. All data and information regarding the
access and use by Eligible Users of the Online Ticket Store collected by Disney will be the sole property of I)isney and
Disney shall not be obligated to share or disclose any such information with Company, except if and to the extent
expressly provided hereunder.
(D) COMPANY ASSISTANCE IN CONNECTION WITH IMPERMISSIBLE USES OF ONLINE TICKET
STORE. Without limiting any rights or remedies otherwise available to Disney, if Disney becomes aware of or
suspects any unlawful use of the Online Ticket Store by Company or any of its employees, contractors, partners or
agents, or any use in violation of this Agreement or Disney's terms of service (collectively, "Impermissible rises"), (i)
Disney may request, and Company shall promptly provide, reasonable cooperation and assistance from Company in
ceasing and investigating such Impermissible (Ises, and (ii) Disney may immediately suspend or terminate the
provision of services via the Online Ticket Store to any or all of Company's Eligible Persons.
(E) PUBLICITY. Company agrees to use its hest efforts to make its employees, members and/or students/alumni
aware of the new Online Ticket Store, including. but not limited to, a quarterly marketing effort to publicize and
promote the sale of Tickets to its employees and/or members pursuant to Section 4 of the Agreement.
(F) DISCLAIMER OF WARRANTIES.
THE ONLINE TICKET STORE AND THE SERVICES PROVIDED THEREBY ARE PROVIDED "AS IS" AND
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT
PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISNEY EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED 'TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FTINESS FOR A I'ARTK'ULAR PURPOSE AND NONINFRINGEMENT. DISNEY DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ONLINE TICKET STORE WILL BE
UNINTERRUPTED OR ERROR -FREE, THAT DEFECTS WILL BF: CORRECTED, OR 'I IIAT ONLINE 'noun -
STORE STORE OR THE SERVERS THAT MAKE 7I IE ONLINE TICKET S'TORti AVAILABLE ARE FREE OF VIRUSES
OR OTHER HARMFIUI. COMPONI'N`1S. DISNEY DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ONLINE TICKET
STORE IN `FERNS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, SECURITY OR OTHERWISE.
APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOl APPLY.
(G) NO COMMISSIONS. The Online Ticket Store is provided by Disney to Company at no cost, and Disney
shall not he obligated to pay Company or its employees, contractors, partners or agents any commissions or
compensation whatsoever pursuant to this Agreement
(H) REPORTING. Within thirty (30) days after the last day of March, June, September and December, Disney
shall provide Company a report setting forth (i) the total number of Tickets sold to Company's Eligible Persons in the
most recent quarter and the total gross sales represented by the sale of such Tickets, and (ii) the total number of each
class of Tickets sold to Company's Eligible Persons in such quarter and the total gross sales represented by the sale of
such Tickets. All information set forth in these reports will constitute "Confidential Information" of Disney.
4. PROMOTION. Company agrees to work with the Disney Sales Manager to develop a quarterly marketing etTort to
publicize and promote the sale of Tickets to its employees, members and/or students/alumni only as follows:
(i) All promotional, marketing, and/or advertising materials of whatever nature that mention the name
"Disneyland"' Park", "Disneylands Resort", "Disney's C'alif'ornia Adventures Park", "ABC:", "ESPN", or the name
"Disney" (or any variation thereof), or that contain any copyrighted works of art, fanciful characters, and/or other
City of National City
2010 Disney Days Ticket Sales Agreement Page 3
(Contract type: 1)D on-line only contract)
copyrighted and/or registered materials of Disney, its parent company, and/or any of its related, affiliated and
subsidiary companies, and/or that otherwise advertise and/or promote the sale of Tickets, must either be provided hy or
approved by Disney in its sole and absolute discretion, in writing, in advance. All such material shall comply with.
without limitation. Disney's Copyright & Trademark Guidelines, together with any other requests and/or guidelines
pertaining to protection of copyright and/or other Disney intellectual property communicated by Disney to Company.
Company agrees to be bound by and abide by any such guidelines and/or requests by Disney. In addition, the scope,
duration and method of Company's advertisement and promotion of the Tickets must be approved by Disney in its sole
and absolute discretion. in writing, in advance.
(ii) Other than "consolidators" through whom Disney may choose to do business, Company shall not permit any
third party to promote and/or advertise the sale of Tickets without the prior written approval of Disney, which approval
Disney may grant or withhold in its sole and absolute discretion.
(iii) Company shall prominently display advertising materials provided and/or approved by Disney in visible
locations in Company's facilities mutually acceptable to Company and Disney.
(iv) Except asprovided above, Company shall acquire no right under this Agreement to use, and shall not use, the
names "Disneyland` Park", the "Disneyland" Resort", "Disney's California Adventurct Park", "ABC", or "ESPN", or
the name "Disney" (either alone or in conjunction with or as part of any other work or name), or any fanciful
characters, trademarks. trade names or designs of Disney, its parent company, or any of its related. affiliated. or
subsidiary companies: (i) in any of its advertising, publicity, and/or promotion; (ii) to express or imply any
endorsement by Disney, its parent company, or any of its related, affiliated or subsidiary companies of Company's
services or products; or, (iii) in any other manner or for any other purpose whatsoever (whether or not similar to uses
prohibited hereunder) without the prior written consent of Disney, which consent Disney may grant or withhold in its
sole and absolute discretion.
(v) Company shall not alter nor permit to be altered any promotional materials, advertising or Ticket media
furnished to Company hy Disney. All such promotional and advertising materials shall be promptly returned to Disney
upon the termination of this Agreement.
The provisions of this Section 4 shall survive, indefinitely, the expiration or earlier termination of this Agreement.
5. TERMINATION. Either party may terminate this Agreement for any reason by giving the other party thirty (30) days
written notice of termination. Disney may, without affecting any other rights or remedies Disney may have against
Company and/or any other party, terminate this Agreement immediately upon written notice to Company if: (i)
Company shall breach any term and/or condition of this Agreement including, but not limited to, misuse of Disney
copyrighted material; and/or, (ii) any misuse of any Disney Ticket media, whether or not related to this Agrcrxnent.
Nothing contained in this Section 5 shall prejudice any other rights and/or remedies Disney may have against Company
and/or any other party.
EFFECTS OF TERMINATION ON ONLINE TICKET STORE. In addition to the effects of termination provided
elsewhere in this Agreement, upon termination or expiration of the Term or Renewal Term, if applicable, whichever
first occurs:
(a) Company shall immediately cease and discontinue (i) using or displaying the Disney Content or
any other links or images relating to the Online Ticket Storc within Company's Intranet Website,
and (ii) marketing the Online Ticket Store and (iii) using or accessing, or allowing its employees
and members to use or access, the Online Ticket Store.
(h) Disney may fulfill or cancel the purchase of Tickets from the Online Ticket Store, at Disney's sole
discretion.
6. INDEMNIFICATION. Company shall indemnify, defend (with counsel reasonably acceptable to Disney), and hold
harmless Disney, its parent, and their related, affiliated and subsidiary companies and the offiocrs, directors, agents,
employees and assigns of each, from and against any and all claims, demands. suits, judgments, losses and expenses of
any nature whatsoever (including, without limitation, attorneys' fees, costs of court, and the costs and expenses of other
professionals) (collectively, "Damages") arising out of, in relation to and/or in connection with (i) the sale of Tickets by
Company to its employees and/or members; (ii) the purchase of Tickets by Company's Eligible Persons pursuant to this
Agreement; and/or (iii) any breach by Company of any of its representations, warranties and/or obligations herein;
and/or (iv) from any unlawful, negligent and/or otherwise wrongful act and/or omission of Company, its officers,
directors, employees and/or agents.
City of National City
2010 Disney Days Ticket Sales Agreement
(Contract type: DD on-line only contract)
Page 4
Disney shall indemnify, defend (with counsel reasonably acceptable to Company), and hold Company harmless from
and against any Damages arising out of the breach by Disney of any representation, warranty and/or obligation of
Disney in connection with the Tickets, or from an unlawful, negligent and/or otherwise wrongful act and/or omission of
Disney, its officers, directors, employees and/or agents.
The indemnities of this Section 6 and contained elsewhere in this Agreement shall survive, indefinitely, the expiration
or earlier termination of this Agreement, shall not be limited to the amount of insurance rnaintained by the
indemnifying party, and shall extend to claims occurring after this Agreement has expired or terminated as well as
while this Agreement is in force.
7. NO ASSIGNMENT. This Agreement may not be assigned by Company in whole or in part without the written consent
of Disney, which consent Disney may grant or withhold in its sole and absolute discretion. A merger of Company into
another company and/or transfer of a controlling interest in Company shall be deemed an assignment hereunder.
8. NO WAIVER. The failure of either party to objixt to or take affirmative action with respect to any conduct of the
other party which is in violation of the terms hereof, shall not he construed as a waiver thereof, nor of any subsequent
breach or wrongful conduct.
9. NOTICE. All notifications must be in writing and addressed to the parties as follows:
To Disney:
With a copy:
To Company:
Disney Destinations. I.1.0 dha Disney Destinations Sales
1150 West Magic Way
DRC Floor
Anaheim, California 92803-3441
Attn: Mary Ann Waters
Senior Saks Manager
Telephone: 714-956-6734
Fax: 714-284-6373
Disneyland° Resort Office of Counsel
700 W. Ball Road
Anaheim, California 92802
Attn: General Counsel
Telephone: 714-78I -7848
Fax: 714-781-4017
City of National City
140 E. 12th Street, Suite A
National City, CA 91950
Attn: Lizza Rojas
Telephone: 619-336-4300
Fax: 619-336-4303
10. GOVERNING LAW. This Agreement is made in and shall he governed by, interpreted, and construed in accordance
with the codified and common laws of the State of California without regard to conflicts of law principles.
11. DETERMINATION OF DISPUTES. Any legal proceeding of any nature brought by either party against the other to
enforce any right and/or obligation under this Agreement, and/or arising out of any matter pertaining to this Agreement,
shall be submitted for trial, without jury, before the Superior Court in and for Orange County, California; or, if the
Superior Court does not have jurisdiction, then before the United States District Court for the Central District of
California; or, if neither such courts shall have jurisdiction. then before any other court sitting in Orange County,
California, having subject matter jurisdiction for trial and determination by the court without a jury. The parties hereby
consent and submit to the jurisdiction of any such court and agree to accept service of process outside the State of
California in any matter to be submitted to any such court pursuant hereto, and expressly waive all rights to trial by jury
regarding any such matter.
12. CONFIDENTIAL INFORMATION. Except as may be required by law, Company agrees not to disclose the terms and
conditions of this Agreemcnt to any third party (other than Company's directors, officers, agents, employees and
advisors, on an as needed, confidential basis).
City of National City
2010I)isncy I)ays'ticket Sales Agreement
(Contract type: DI) on-line only contract)
Page 5
13. LIMIT OF LIABILITY. Except in the event of Disney's gross negligence or wiHful misconduct, I)isney's liability to
Company hereunder, if any, shall not exceed the amount of the monies paid to Disney by the Eligible Persons for the
'tickets.
IN NO EVENT SHALL. DISNEY BE I,IABLIi TO COMPANY UNDER OR IN CONNECTION WITH MIS
AGREEMENT FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING,
W'ITILOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER
DIRECT OR INDIRECT DAMAGES OF ANY NATURE, FOR ANY REASON. INCLUDING, WITHOUT
LIMITATION, THE BREACII OE Tins AGREEMENT OR ANY EXPIRATION OR EARLIER TERMINATION
OF THIS AGREEMENT. WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND/OR STRICT LIABILITY) OR O11IERWISE,
EVEN IF DISNEY IIAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGE OCCURRING. THE
PROVISIONS OF THIS SECTION 7 SIIAI.1. SURVIVE 'I'IIE EXPIRATION OR EARLIER TERMINATION OF
THIS AGREEMENT.
14. REPRESENTATIONS AND WARRANTIES OF COMPANY.
Company covenants, represents and warrants as follows:
a. Company is a corporation, duly organized, validly existing and in good standing under the laws of the State
of California. Company has the requisite power and authority to execute and deliver this Agreement and the
documents and instruments contemplated hereby, and to perform and comply with all of the terms and covenants to be
performed and complied with by Company hereunder and thereunder.
b. Company has the requisite power and authority to execute, deliver. and perform this Agreement and all
other agreements to he executed and delivered by it hereunder or in connection herewith, and all necessary corporate
action on the part of Company has been duly and validly taken to authorize tlx: execution, delivery and performance of
this Agreement and such other agreements and instruments to be executed and delivered by Company. 'this Agreement
has been duly executed and delivered by Company and constitutes the legal. valid and binding obligation of Company
enforceable against it in accordance with its terms.
c. No consent, authorization, approval, order, license, certificate or permit of or from, or declaration or filing
with, any federal, state, local or other govertuncntal authority or any court or other tribunal, is required for the
execution, delivery, and performance of this Agreement or any of the agreements or instruments contemplated hereby.
Neither the execution, delivery, and performance of this Agreement and such other agreements and instruments {with
or without the giving of notice, the lapse of time. or both) nor the consummation of the transactions contemplated
hereby: (a) conflicts with any provision ofuny charter, certificate of incorporation (or similar document) or by-laws of
Company; (b) conflicts with, results in a breach of, or constitutes a default under any applicable law, judgment, order,
ordinance, decree, rule, regulation or ruling ot'any court or governmental instrumentality; or(c) results in a breach of or
constitutes a default under or accelerates or permits the acceleration of any performance required by the terms of any
agreement, instrument, license or permit to which Company is a party or is subject.
d. As of the date hereof there is no claim, counter -claim, suit, arbitration, governmental investigation or
other legal, administrative or tax proceeding, nor any order, decree or judgment, in progress or pending or, to
Company's knowledge, threatened which would impair Company's ability to perform in all material respects under this
Agreement.
c. No representation or warranty made by Company herein nor any certificate, document or other instrument
furnished or to be furnished pursuant hcrcto contains or will contain any untrue statement of a material fact nor shall
any representations and warranties omit any statement necessary in order to make any material statement contained
herein or therein not misleading and all such representations and warranties shall be true as of the date hereof.
15. ENTIRE AGREEMENT. This Agreement constitutes the complete and fully integrated understanding between the
parties with respect to transactions contemplated herein and supersedes all prior and contemporaneous agreements and
statements, whether written and/or oral, express and/or implied, and no amendment and/or modification of this
Agreement shall be binding unless set forth in a writing signed and delivered by both parties.
City of National City
2010 Disney Days Ticket Saks Agreement
(Contract type: DD on -lint only contract)
Page 6
Accepted and agreed to as of the Effective Date first written above:
DISNEY DESTINATIONS, LLC
DBA DISNEY D STINATIONS SALES
DISNEY DESTINATIONS, LLC
DBA DISNEY DESTINATIONS SALES
" DISNEY"
13y (Signature): By (Signature): J LeL�i.cn1� } ii✓c Cyj
Printed Name: Richard C. Ruescher Printed Name: Mary Ann Wat
Title: Manager, Corporate and Military Ticket Saks 7 itle: Senior Sales Maitt(ger
Date:
By (Signature):
0141,
CITY OF NAIIONAI, CFI Y
Printed Name: Mayor Ron Morrison
Title: Mayor, City of National City
Date: September 7, 2010
/aah
City of National City
2010 Disney Days Ticket Sales Agreement
(Contract type: DD on-line only contract)
Date: 4)// fP / /O
Page 7
EXHIBIT A
2010 TICKETS AND NET RATES
1. Parking Fees Not Included. Company agrees and acknowledges that parking fees ("Parking Fees") at the Disneyland'
Resort are QSZl included in the below Net Rates, and will he an additional charge to Company and/or Company's employees
and/or members ("Individual Motorists"). Disney shall, subject to availability, provide parking spaces for vehicles at the then
current standard Parking Fees which are to be paid by the Individual Motorists. (Parking Fces are currently Fourteen Dollars
(S14.00) per car and Twenty -Five Dollar's ($25.00) per bus.)
All Parking Fees are subject to change without notice
2. Types and Rates of Tickets. The following types of Ticked, and their Net Rates offered to Company by Disney pursuant to
this Agreement are as follows:
DISNEY TICKETS:
(A) Standard Tickets (1-Day/IPark): Expiration date: January 3, 2011.
Valid for Arrivals: From January 5. 2010 through January 3, 2011. Blockout Dates: March 21; June 21-22; July 4;
August 22-23; October 9-10, 15-17, 22-23; November 12-13, 21-22; December 10-12, 17-31, 2010 and January 1-2, 2011
Admissions
Valid Park
Ticket Type
Net Rate
Fxpiration of Ticket
I -Day
One park only
Guest Ages 10+
$67.00
Day of use
1-Dav
One Park only
Guest Ages 3-9
$59.00
Day of use
(B) Disneyland& Resort 1-Dav Park Hopper* Tickets:
Valid for Arrivals: From April 25, 2010 through January 3, 2011
Admissions
Valid Park
Ticket Type
Net Rate
Expiration of Ticket
Day of Use
1-Day
Both
Guest Ages 10+
$82.(0
I -Day
Both
Guest Ages 3-9
$74.00
Day of Use
(C) Disneyland" Resort 2-Day Park Hopper Tickets
Valid for Arrivals: From January 5. 2010 through January 3, 2011, inclusive. (Expiration: January 3, 2011, to allow for
thirteen (13) day "fuse" period for use of second admission). Ticket is non -transferable.
Admissions
Valid l'ark
Ticket Type
Net Rate
Expiration of Ticket
2-Day
Both
Guest Ages 10+
$128.00
January 3, 2011
2-Day
Both
Guest Ages 3-9
$110.00
January 3, 2011
Complimentary Tickets. One (1) complimentary l-Day/I-Park D sney Days Ticket ("Ticket") will be offered on the Standard
Tickets (1-Day/IPark) and the Disneyland1D Resort 2fer Tickets orders to the Company for every one hundred (100) Tickets
purchased by Company and one (1) complimentary 1-Day Park Hopper* Disney Days Ticket ("Ticket") will be offered on the 1-
Day Disneyland& Resort Park Hoppers and 2-Day Disneyland* Resort Park Hopper* Tickets orders to the Company for every
one hundred (100) Tickets purchased by Company pursuant to this Agreement, if any. Orders cannot be combined.
Complimentary Tickets cannot be exchanged for cash and Company may not resell such complimentary Tickets to any person or
entity.
(D) Disneyland Resort Annual Passports:
Valid for Arrivals: From January 5. 2010 through January 3, 2011. For Blockout Dates see VAN w.disnyjand.com.
Admissions
Valid I'ark
Ticket Type
Net Rate
Expiration of Ticket
So. Cal. Select Annual Passport
Both
Guest Ages 3+
$160.55
Must be activated by January 3, 2011
So. Cal. Annual Passport
Both
Guest Ages 3+
S208.05
Must be activated by January 3. 2011
Deluxe Annual Passport
Both
Guest Ages 3 t
$284.05
Must he activated by January 3, 2011
Premium Annual Passport
Both
Guest Ages 3+
S417.05
Must be activated by January 3, 2011
City of National City
2010 Disney Days Ticket Sales Agreement
(Contract type: DD on-line only contract)
Page 8
(E) Disnevlandp Resort 3-Dav Summer Pass Tickets
Valid for Arrivals: From June 11. 2010 through August 29, 2010, inclusive. (Expiration: October 12, 2010, to allow for
thirteen (45) day "fuse" period for use of second admission). Ticket is non -transferable.
Admissions
3-Day
Valid Park
Both
Ticket Type
(iuest Aces 3
Net Rate
$102.60
Expiration of Ticket
October 12, 2010
TICKET IS BLOCKED OUT 7/2/10 — 7/4/10 and 8/22/10-8/23/10. Tickets valid only for Southern California residents
within ZIP codes 90000-93599 and proof of residency are required for admission. The Summer Pass is valid for three (3) 1-
day, 1-park admissions to either Disneyland® or Disney's California Adventure® park, but not to both parks on the same
day. Tickets are valid 45 days from first use. First use must occur between 6/11/10 through 8/29/10. Each day of use constitutes
one hill day of use. May purchase up to 8 tickets per person per day with valid 11). Tickets may not he sold or transferred for
commercial use. Offer may not be combined with other discounts or promotions. Ticket not valid before 6/11/10. Subject to
restrictions and change without notice.
(F)Disnevland% Resort 3-Dav Summer Pass Plus Tickets
Valid for Arrivals: From June 11, 2010 through August 29, 2010, inclusive. (Expiration: October 12, 2010, to allow for
thirteen (45) day "fuse" period for use of second admission). Ticket is non -transferable.
Admissions
3-Day
Valid Park
Both
Ticket Type
Guests Ages 3 t
Net Rate
$122.55
Expiration of Ticket
October 12. 2010
TICKET IS BLOCKED OUT 7/2/10-7/4/10 and 8/22/10 — 8/23/10. Pickets valid only for Southern California residents
within ZIP codes 90000-93599 and proof of residency is required for admission. The Summer Pass Plus is valid for three (3)
days of admission to both Disneyland® and Disney's California Adventure® park, including visits to both parks on the
same day. Pickets are valid 45 days from first use. First use must occur between 6/11/10 through 8/29/10. Each day of use
constitutes one full day of use. May purchase up to 8 tickets per person per day with valid Ill. 'tickets may not he sold or
transferred for commercial use. Offer may not he comhined with other discounts or promotions. Ticket not valid before 6/11/10.
Subject to restrictions and change without notice.
City of National City
2010 Disney Days Ticket Sales Agreement
(Contract type: Dr) on-line only contract)
Page 9
RESOLUTION NO. 2010 — 203
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH
DISNEY DESTINATIONS, LLC, DBA DISNEY DESTINATIONS SALES FOR
THE ONLINE SALE AND PURCHASE OF DISCOUNTED DISNEYLAND
RESORT TICKETS TO CITY OF NATIONAL CITY EMPLOYEES
WHEREAS, certain of Disney's related and affiliated companies are in the theme
park and resort business, including, but not limited to, the ownership and operation of the
entertainment, recreation, and lodging complex located in Anaheim, California known as the
Disneyland Resort, which includes Disneyland Park, Disney's California Adventure Park, the
Disneyland Hotel, Disney's Paradise Pier Hotel, Disney's Grand Califomian Hotel, and related
facilities (hereinafter "Disneyland Resort"); and
WHEREAS, the City desires to enter into an agreement with Disney Destination
Sales for online sale and purchase of discounted Disneyland Resort tickets available to City of
National City employees through the City's intranet site, at no cost to the City.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes the Mayor to execute an Online Ticket Sales Agreement with
Disney Destinations Sales for the online sale and purchase of discounted Disneyland Resort
Tickets to City of National City employees. Said Agreement is on file in the office of the City
Clerk.
PASSED and ADOPTED this 7th day of September, 2010.
n Morrison, Mayor
ATTEST:
Michael R. Dalla, City Clerk
PPROVED AS TO FORM:
udia G
City Attor
Passed and adopted by the Council of the City of National City, California, on
September 7, 2010 by the following vote, to -wit:
Ayes: Councilmembers Morrison, Sotelo-Solis, Van Deventer, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY:
RON MORRISON
Mayor of the City of National City, Califomia
City -rk of the City o National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2010-203 of the City of National City, California, passed and
adopted by the Council of said City on September 7, 2010.
City Clerk of the City of National City, Califomia
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
o, o0- 0
MEETING DATE: September 7. 2010
AGENDA ITEM NO.12
ITEM TITLE:
Resolution of the City Council of the City of National City authorizing the Mayor to enter into an agreement
with Disney Destinations, LLC dba Disney Destinations Sales for the online sale and purchase of discounted
Disneyland Resort tickets to City of National City employees.
PREPARED BY: Stacey Stevenson DEPARTMENT: an Re • . ces
PHONE: 336-4308 APPROVED
EXPLANATION:
This agreement authorizes the City to make discounted Disneyland Resort tickets available to City of National
City employees via the City's intranet site. The establishment of the intranet link would be coordinated by the
City's Management Information Systems (MIS) division with the ticket sales program administered by the I Iuman
Resources Department. There is no direct cost to the City.
FINANCIAL STATEMENT: N/A
ACCOUNT NO.
ENVIRONMENTAL REVIEW:
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
APPROVED:
APPROVED:
Finance
MIS
STAFF RECOMMENDATION:
Adopt the resolution
BOARD / COMMISSION RECOMMENDATION:
-ATTACHMENTS:
Disneyland Resort Online Ticket Sales Agreement
�. CJ`-; k)N O\\ O. r`dG\O•'A 03
CALIFORNIA
ZIWORPORAf
September 13, 2010
Ms. Mary Ann Waters
Disney Destinations, LLC
1150 West Magic Way
DRC 2nd Floor
Anaheim, CA 92803-3441
Dear Ms. Waters,
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
0to
On September 7th, 2010, Resolution No. 2009-203 was passed and adopted by
the City Council of the City of National City, authorizing execution of an
Agreement with Disney Destinations, LLC dba Disney Destinations Sales.
We are forwarding a certified copy of the above Resolution and two partially
executed original Agreements. Please return a fully executed original Agreement
to us for our files.
Sincerely,
j...././
/A
Michael R. Dalla, CMC
City Clerk
Enclosures