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HomeMy WebLinkAboutContract CAG-18-111 SPONSORSHIP AGREEMENT WITH LAND O'FROST FOR SPONSORSHIP OF RECREATION TEAMS IN THE WINTER/SPRING/FALL 2018 SEASON THIS AGREEMENT dated March 15, 2018 for references purposes, is made between the CITY OF RENTON, a municipal corporation of the State of Washington, hereinafter referred to as "CITY," and Land O'Frost, hereinafter referred to as"SPONSOR,"to provide financial sponsor support of 115 CITY recreation teams during the winter/spring/fall 2018 season, hereinafter referred to as the "SPONSORSHIP." The CITY and SPONSOR agree as set forth below: 1. Scope: The scope of SPONSORSHIP of 115 CITY recreation teams during the winter/spring/fall 2018 season and the obligations of SPONSOR and CITY are as described in Attachment A. 2. Recognition and Benefits: Benefits to SPONSOR.are set forth in Attachment A. 3. Sponsor's Responsibilities: In exchange for the recognition and benefits under this AGREEMENT, SPONSOR shall pay the sum of$12,075 (twelve thousand seventy-five dollars) to the CITY. Payment in full shall be made no later than April 30, 2018, to the CITY. SPONSOR shall provide its logo to the CITY on or before April 30, 2018. 4. Term: This AGREEMENT shall commence upon the authorized signature of this AGREEMENT by the SPONSOR and CITY and shall continue until December 31, 2018 unless extended to a later date or terminated through the issuance of a refund as provided in Section 5 of this AGREEMENT. To the extent applicable, Sections 7, 8, 10, and 13 shall survive the termination of this AGREEMENT. 5. Cancellation Policy: The CITY has the right to cancel EVENT and/or this AGREEMENT due to inclement weather or for any other reason. The CITY will notify SPONSOR immediately following the decision to cancel EVENT or this AGREEMENT. In the event of cancellation by CITY, the CITY will, at the CITY's sole discretion, either (1) refund to SPONSOR all funds paid for which SPONSOR did not receive value (2) credit SPONSOR with sponsorship opportunities at a future event of SPONSOR'S choice worth the estimated value of the funds paid for which the SPONSOR did not receive value, or(3) credit SPONSOR with sponsorship opportunities at a future event of SPONSOR'S choice worth less than the estimated value of the cancelled EVENT and refund the difference in value to the SPONSOR. SPONSOR agrees that the foregoing shall constitute SPONSOR's full compensation and remedy for cancellation of EVENT, and SPONSOR expressly waives any claims for damages arising from or related to the cancellation of EVENT. 6. Force Majeure: Notwithstanding the terms in section 5, above, no Party shall be responsible for events that are unforeseeable and beyond its reasonable control, such as acts of God, weather delays,government restrictions, or unforeseen commercial delays. 7. Record Maintenance: SPONSOR shall maintain accounts and records generated relating to this AGREEMENT and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this AGREEMENT. SPONSOR agrees to provide access to and copies of any records related to this AGREEMENT as required by the CITY to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this AGREEMENT. 8. Public Records Compliance:To the full extent the CITY determines necessary to comply with the Washington State Public Records Act, SPONSOR shall make a due diligent search of all records in its possession or control relating to this AGREEMENT, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the CITY for production. In the event SPONSOR believes said records need to be protected from disclosure, it may, at SPONSOR's own expense, seek judicial protection. SPONSOR shall indemnify, defend, and hold harmless the CITY for all costs, including attorneys' fees, attendant to any claim or litigation related to a Public Records Act request for which SPONSOR has responsive records and for which SPONSOR has withheld records or information contained therein, or not provided them to the CITY in a timely manner. SPONSOR shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this AGREEMENT. 9. Independent Contractor Relationship: The nature of the relationship between SPONSOR and the CITY during the period of this AGREEMENT shall be that of an independent contractor, not employee. No agent, employee, representative, or subcontractor of SPONSOR shall be, or shall be deemed to be, the employee, agent, representative, or subcontractor of the CITY. 10. Hold Harmless: SPONSOR agrees to release, indemnify, defend, and hold harmless the CITY, elected officials,employees,officers,representatives,and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities,taxes, losses,fines, fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of SPONSOR PAGE 2 OF 5 under this AGREEMENT or a breach of this AGREEMENT by SPONSOR, except for that portion of the claims caused by the CITY's sole negligence. Should a court of competent jurisdiction determine that this AGREEMENT is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate...) then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of SPONSOR and the CITY, its officers, officials, employees and volunteers, SPONSOR's liability shall be only to the extent of SPONSOR's negligence. It is further specifically and expressly understood that the indemnification provided in this AGREEMENT constitute SPONSOR's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this AGREEMENT. 11. Gifts and Conflicts: The CITY's Code of Ethics and Washington State law prohibit CITY employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the CITY's Code of Ethics and state law, SPONSOR shall not give a gift of any kind to CITY employees or officials. SPONSOR also confirms that SPONSOR does not have a business interest or a close family relationship with any CITY officer or employee who was, is, or will be involved in selecting SPONSOR, negotiating or administering this AGREEMENT. 12. Discrimination Prohibited: In its performance under this AGREEMENT, SPONSOR shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of AGREEMENT or any other benefits under this AGREEMENT, or procurement of materials or supplies. 13. Other Provisions: A. Approval Authority. Each individual executing this AGREEMENT on behalf of the CITY and SPONSOR represents and warrants that such individuals are duly authorized to execute and deliver this AGREMENT on behalf of the CITY or SPONSOR. B. Amendment and Modification.This AGREEMENT may be amended only by an instrument in writing, duly executed by both Parties. 0 PAGE 3 OF 5 C. Conflicts. Any exhibits/attachments to this AGREEMENT are incorporated by reference only to the extent of the purpose for which they are referenced within this AGREEMENT. To the extent a SPONSOR-prepared exhibit conflicts with the terms in the body of this AGREEMENT or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this AGREEMENT shall prevail and the extraneous terms shall not be incorporated herein. D. Governing Law. This AGREEMENT shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. SPONSOR and all of the SPONSOR's employees shall perform this AGREEMENT in accordance with all applicable federal, state, county and city laws, codes and ordinances. E. Joint Drafting Effort. This AGREEMENT shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. F. Jurisdiction and Venue. Any lawsuit or legal action brought by any Party to enforce or interpret this AGREEMENT or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. G. Severability. A court of competent jurisdiction's determination that any provision or part of this AGREEMENT is illegal or unenforceable shall not cancel or invalidate the remainder of this AGREEMENT, which shall remain in full force and effect. H. Sole and Entire Agreement. This AGREEMENT contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. I. Third-Party Beneficiaries. Nothing in this AGREEMENT is intended to, nor shall be construed to give any rights or benefits in this AGREEMENT to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this AGREEMENT will be for the sole and exclusive benefit of the Parties and no one else. J. Assigns and Successors. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other Party to this AGREEMENT, and to the partners, successors, assigns, and legal representatives of such other Party with respect to all covenants of this AGREEMENT. K. Waivers. All waivers shall be in writing and signed by the waiving Party. Either Party's failure to enforce any provision of this AGREEMENT shall not be a waiver and shall not prevent either the CITY or SPONSOR from enforcing that provision or any other provision PAGE 4 OF 5 K. Waivers. All waivers shall be in writing and signed by the waiving Party. Either Party's failure to enforce any provision of this AGREEMENT shall not be a waiver and shall not prevent either the CITY or SPONSOR from enforcing that provision or any other provision of this AGREEMENT in the future. Waiver of breach of any provision of this AGREEMENT shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. L. Counterparts. The Parties may execute AGREEMENT in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one AGREEMENT. 14. Notices: All notices required or permitted hereunder shall be deemed duly given if sent by mail or delivered to the person at the address listed below. SPONSOR CITY OF RENTON Knox Sports Marketing, n behalf of Land / // O'Frost Kelly Bey r,Ad ifnistrator Melissa Caiipari Community Services 13063 West Linebaugh Ave 1055 South Grady Way Tampa,FL 33626 Renton, WA 98057 kbeymer@rentonwa.gov 813.891.6653 425-430-6617 APPROVED AS TO FORM: .rd4' t Shane Moloney City Attorney Contract Template Updated 12/29/2017 PAGE 5 at 5 4791 ContractID Great Tasting Lunehrneat Renton Parks&Recreation /LAND 0'FROST SPONSORSHIP 2018 The following will be included in the comprehensive 2018 Land 0' Frost Youth Sponsorship Program for the Seattle area.The followingis a summary of the elements that will be included in the annual sponsorship agreement between Renton Parks&Recreation(RPR)and Land 0'Frost(LOF). This agreement will commence on January 1,2018 and will terminate on December 31, 2018. Sponsorship Elements: This sponsorship will focus on approximately 115 teams in the Winter/Spring/Fall 18'season.Land 0'Frost will sponsor teams under the age of 10. • Prominent Logo inclusion on the front or back of jerseys for 115 teams. LOF will supply all necessary logo\ artwork and GUS will have the shirts printed. (The LOF logo wilt need to be a minimum of 21/"H x 10"W. The phrase Great Tasting Lunchmeat will need to be placed underneath the Land 0' Frost oval.Land 0' Frost to be the exclusive jersey sponsor,no other corporate logos to be placed on jerseys.) • Announcements by team and league administration to parents/kids about sponsorship. • Opportunity for mention/inclusion of Land 0' Frost product message in any league/parent communication. • One approximately 4' x 8'banner(or similar signage)to be displayed where GGS,that LOF sponsors play. (LOF will give banner artwork and GGS banner printed) • Logo inclusion on GGS game schedules for teams sponsored,registration materials and newsletters if possible. • Land 0' Frost logo/youth sports link placed on the league web site htte (/wv,z., 4aiu ro uSYn,,s Dati5 2L,L, • A minimum of two(2)annual Email Blasts to all parents,if available,letting them know of the LOF Youth Sports Link for special offers. LOF will provide Email Blast Template. • Bonus Incentive: Scan in 1,100 UPC codes(via the LOF Youth Sports App)and you will receive an extra$1,650 from Land 0'Frost to purchase equipment for your league. UPC codes must be scanned in by October 31,2018. • Client will need Proof of Purchase(115 team pictures)by December 31,2018. The Land 0' Frost logo will need to be clearly identified on the shirts in 115 team pictures.The pictures can be informal,taken with a digital camera or regular film. LAND 0' FROST WILL DONATE: $12,075.00 Renton Parks&Recreation Representitive Land 0'Frost Repres tative kitrtx ,"/..e.jg 71/7/G' '""