HomeMy WebLinkAboutContract CAG-20-067
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SPONSORSHIP AGREEMENT WITH INTEGRITY NETWORKS FOR
2020 ARBOR & EARTH DAY
THIS AGREEMENT dated March 9, 2020 for references purposes, is made between the CITY OF
RENTON, a municipal corporation of the State of Washington, hereinafter referred to as"CITY," and
Integrity Networks, hereinafter referred to as "SPONSOR," to provide financial sponsor support of
2020 Arbor& Earth Day,hereinafter referred to as"EVENT."
The CITY and SPONSOR agree as set forth below:
1. Event Date(s) and Location: EVENT will be held at the following location(s) and date(s) as
may be further described in Attachment A:Saturday, April 25, 2020 from 9:00am—12:00pm
at Jones Park, 98 Wells Ave S.
2. Recognition and Benefits: SPONSOR will be listed as a sponsor of the EVENT. SPONSOR's
name and/or logo will be included in print promotions and on the CITY's website, as set forth
in Attachment A, "Sponsor Recognition & Benefits," which is attached and incorporated
herein. Other benefits to SPONSOR may also be 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$500.00 (five hundred)to the CITY. Payment in
full shall be made no later than Friday,April 24, 2020,to the CITY. SPONSOR shall provide its
logo to the CITY for event marketing purposes on or before March 13, 2020.
4. Term: This AGREEMENT shall commence upon the authorized signature of this Agreement
by the SPONSOR and CITY and shall continue until Saturday, April 25, 2020 less 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
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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 causes(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.
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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 rand 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
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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.
SP NSOR ip CITY OF RENTON
() / op
is ael P. Callaghan, President • Kelly Beymer
Integrity Networks, Inc. Community Services Administrator
2220 Lind Ave SW#106 1055 South Grady Way
Renton,WA 98057 Renton, WA 98057
MikeC@Integrity-net.net Kbeymer@rentonwa.gov
425-264-9400 425-460-6617
APPROVED AS TO FORM:
Shane Moloney
City Attorney
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Attachment A
Sponsor Recognition & Benefits
1. Company's name and logo on t-shirts
2. Company's name and logo on City website
3. Company's name and logo on posters displayed at the event
4. Recognition at a City Council Meeting
5. Recognition at the event
6. SPONSOR acknowledges that up to 5% of all sponsorship proceeds may be allocated
towards the City of Renton Recreation Program Scholarship Fund; The Gift of Play!
v Os
9 H10?
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