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Home My WebLink AboutContract CAG-17-208 } �iTY C7� � ��,� �, . : � �PaiVSORSHIP AGREEMENT 1NITH A►AA WASHI�JGTt�IV F(�R �RUZ THE LO�P 7HIS AGREEMENT datec! August 10, 2�17 for references purposes, is rnade between the CITY t}F RENTCtN, a municipa( corparatian of the State of Washingtan, hereinafter referred ta as"CITY," and AAA Washington, hereinafter referred to as "SP�NSOR," to provide financial sponsar support of �ruz the Loop, hereinafter referred to as"EVENT," The CITY and SPDNSC7R agree as set forth below: 1. Event �ate(s) anc� Locati�n: EUENT wifl be held at the following IoGation(sa and date�sj as may be fiurther descr[bed in Attachment A: Saturday, A�agust 19t�', �Q17, from �.2-5pm at Renton High 5chool, located at 400 S 2nd St, Renton,WA 98057. 2, Recognitian and Benefits: SPQNSC3R will be listed as Standard Sponsc�rship c�f EVENT< SPONSOR's name andjor (ogo will be incl�de�! in event pramotions and on the C1TY's web��te, a�s set#orth in Attachment A, "SponSr�r Recognition & Ben�fits," wh,ieh is att�ched� __ and incorporated herein. dther benefits to SPC��iSOR may also-be set-farth in-Atta�hment __ ; A. � € 3. Sponsor's Responsibitities; In exchange for the r�cognition and benefits u�rder this � AGREEMENT, SPQN50R shall pay the surn of$420 (four hundred twenty dollars)to the CITY. ' Nate AAA Washington opted �a not have any VfP car registrations ($40 each), thus their � sponsorship total is $420, fnstead af the full $5a(� 5tandard Sponsorship. Payment 'rn fuil shall be rnade no later than September 2C1, 2017, tu the CITY. SPONSOR shalt provide itS logo to the CITY for event marketing purposes on or before August 19, 2017. _; ��4. 1'�erm. This AGREEMENT�h�all commence �pon the authQri2ed $ignature �f this Agreement by the SP�NSOR and CITY and shal) cantinue until August 19t�', 2017 unless extended to a later date or term'tnat�c! through the i�suanc�e af a refund as prr�vic�e� in Sectic�n 5 af this Agreement. 7o the extent applica�le, Sectians 7, 8, 10, and 13 shall survive the terrnination af this Agreement. 5. Cantella#ion Palicy: The �1TY has the ri�ht ta cancel �VENT andjor this Agreement due to inclement weather or for any other reasan. The CITY will notify SP(�NS4R immediately Page 1 of 6 _ .._ �"�_.'~�: [ ` �� ; a i3 � � fallawing the decisi�n to cancel EVENT or this Agreement. in the event of cancellatian by ; � CITl`, the CITY wiEl, at the CITY's sole discretion, e+� � refund to SPQNSQR al1 funds paid "�, � for whieh SP(3NSOR di+d nr�t receive value ' . ' � , . . , ) . SP�NSOR agrees that the f�regoing shall constitute 5PONSOR's full compensation and remedy for canceliation of EVENT, and SPU�ISOR expr�ssEy waives any claims for damages arising from or relat�c3 to the cancellation of EVENT. �. Force Majeure: Notwithstanding the terms in section 5, aboVe, no Party shall be respansibfe for events that are unforeseeable and beyand its reasonable cantrol, such as acts Qf God, weather delays,gc�vernrnent restrictions, t�r unfareseen comrrtercial delays. '7. Record M'aintenance: SPOlVSOR shalC maintain ace�aunts and records generated relating tc� this AGREEMENT and retain such rec�r�is for as long as rnay be rec}uired by appla"cable Washington State records retentian laws, but in any event na less than six years after the terminatian of this AGREEMENT. SPQNSOR agrees to provide access ta and copies of any records reCated to this AGREEMENT as required by the CITY to audit expenditures and charges and/or tca campfy with the Washington 5tate Public Records Act (Chapter 42.56 RCW). 1"he provisions of this section shall survive the expiration or terminatian of this AGREEMENT. 8. Public Recards Cornpliance: To the full extent the C1TY determines necessary to camply with the Washington State Public Recards Act, S�ONSC7R shall rnake a due diliger�t search of all records in its ppssessian or cantrr�l relating to this AGREEMENT, including, but not lirnited ta, e�mail, correspond�nce, nc�tes, saved teiephone messages, recordings, phptas, _ or drawings �nd provide them tQ the CITY for p`raductian. In the event SPaI�SOR �elieves said recards need to be pratected fr�m disclt�sure, it may, �t SP{�NSQR's awn expense, seek judicial prQtectian. SPC}NS�R shafl indemnify, defend, and hafd herrrrless the CITY fc�r all costs, including attorneys' fees, attendant ta any daim e�r litigati�on related to a Public Records Act request for which SPONSaR has res�ansive records and for which SPONSOR has withheld records or infarmation contained therein, ar not provided them to the CITY in a timely manner. SPONSOR shall produce for distributian any and all recards respansive to the Public Records Act request in a timely manner, un(ess those records ar� protected by caurt order. The provisions of this section sha11 survive the expiratian �r termination of this AGREEMENT. 9. Independent Contractor Retationship, Th� nature of the relationship between SPONSOR and the CITY during the period of this AGREEMENT shail be that c�f an indepen�lenfi contractar, not empiayee. No agent, ernployee, representative, or subco�tractor of SPONS{�R shall be, or shall be deemed to be, the emplcryee, agent, representative, or subcontractar of the CITY. __� _.._�-� ��:'�� i ; � ,; ��' Page 2 of 6 ' 3 10. Hoid Narmless: SPQN5t?R agr�es to release, indemnify, defend, and hc�Id harmless the CITY, ; elected offici�ls, emplt�yees, officers,� represen�atives, and vol�u�nteers� fram any and aIl c(aims, demands, �ctidris, suits, causes c,f act�t�n, �rbit��tions, mediatio�ns, prc�ceeding�, judgments, awards, injuries, damag�s, liabilities, taxes, losses, fines, fees, penalties, expenses,attorney's or atta�ney�'fees, casts, andJor litigatian expenses to or by any and ali persans nr entities, arising frnm, resuiting frnm, or related to t�e negligent acts, errors or amissions ofi SP�NSOR under this AGREEMENT or a breach af this A�REEMENT by SPON�OR, except for that portion of the claims caused by the C1TY's sole negligence. j i Should a court of connpeter�t jurisdiction determine that this AGREEMENT is subject ta RCW . 4.24.115, (Valiciity af agreement ta indemnify against liability for negligence relative tc� constructian, alteration, imprnvement, etc., af structure or improvement attached to real estate.,.j then, in the event t�f liability for damages arising out of bodily injury to �ersQns or damages ta property caused by or resulting from the concurr�nt negligence of SP0IUSDR and the C(TY, its offic�ers, official5, employees and volunteers, SPONSOR's liabiiity shall be or�ly to the extent of SPC7PVS�R's negligence. � � S It is#urther �pecifieally and expressfy understood that the indemnification pro+rided in this � AGREEMENT c�nstitute SPONSOR's waiver of immunity under the Industrial Insurance Act, RCW Titfe 51, solely for the purposes vf this indemnification. 7he Parties have mutually negotiated and agrQed to this waiver, The provisians of this �ection shall survive the e�xpiratic�n or termination of this AGR�EMENT. 1I. Gifts and Conflicts: The CITY's Cr�de of Ethics and Washington State law prohibit C1TY empla�ees fr�m soliciting, a�ce�p�t�ng, or recEiving any gift, grat�u�ty or favor from any persot�, firm or corporation involved in a contract or transaction.To ensure compliance with ....... _.. ._ .__ the CITY's Code of Etnics and state law, SPt?NSQR sha11 not give a gift of any kind to CITY emplc�yees or officials. 5PONS�R also confirms that SPfJNSQR does ncat have � business interest or a clase family relationship with any CiTY officer or empl4yee who was, is, or will be involved in selecting SP�NS�R, negotiating or administering this,A�REEMEf�T. 12. Discrimination Prohibited: In its perf�rmar�ee under this AGREEME�lT, SPONSC7R shall not discriminate on the basis of race, color, sex, religion, natianality, creed, marital status, sexual orientation or preference, age (except minimum age anc! retirement pravisionsj, hanarably discharge�i ueteran or military status, or the presence of any sensory, mental or physi�al handicap, unless based upan a bona#ide oecupational qualification in relationship to hirirtg and employment, in employment ar application for emplQyment, the administration of AGREEMENT or any ather benefits under this AGREEMENT, or pr�curement of materials or supplies. 13. Other Provisians: A. Aqproval Author�tv: Each individual' executing this AGREEMENT on behaif of the ClTY and SPt�NSt�R represents and warrants t�at such individuals are duly authorized ta execute and deJiver this AGRfMENT on b�half of tfae CITY ar SPONSQR. ��. ._. . Page 3�f b _ �m�-�--� ':� � ��s ,�� 8. Amendment and Modif'rcatian. This AGREEMENT rnay be �mended only by an instrument in writing, duly executed by both Parties. C. Ganflicts, Any exhibits/attachments to this AGREEMENT �re incorporated by reference only ta the extent of the purpose for which they are referenced within this AGREEMENT. To the extent a SP(JNSaR-prepared exhibit conflicts witl� the terms in the body of this ,4GREEMENT ar contair�s terms that are extraneous to the purpose for which it is referenced, the terrns in the �ody af this AGREEME(�T shall prevai! and the extraneous terrns shall not be ineorporated herein. D. Governing Law, This AGREEMENT shall be made in and shall be gaverned by and interpreted in accardance with the laws of the State t�f Washington and the City of Renton. SPONSOR and a(I of the SPONSCIR'� empfoyees shall perform this AGREEMENT in accacdance with alf applicab(e federal, state, caunty and city laws, codes and ordinances. ' E. Joint Draftin� Effort. This ,4GREEMEN7 shall be considered for all purpases as �repared by the jc�int effo�s di the Parkies and shali�nof�be��:�onstrued �gainst�one or the�ather as� ; a result of the preparation, substitutian, submissian or other event af negotiation; drafting ar execution. F. Jurisdiction and Venue. Any lawsuit or legaf action brought by any Party to cnforce or interpret this AGREEMENT or any af its terms or covenants shall be brought in the King Counfiy Superiar Court far the State of Washington at the MaCeng Regional Ju�tice Center in Kent, King County, Washingtan, or its replacement or successor. , G. Severability. A court af competent juriscfiction'$ determinatian that any provision ar part of this AGR£EMENT is illegal c�r unenforceable shall not cancel or �nvafidat� the remainder ofithis AGREEMENT, which shall remain in full force and effect. H. Sale and Entire A�reement. This AGREEMEf�T contains the entire agreement of the Parties and any representations or understandings, whether ora( or written, not incorporated are excluded. I, Third-Partv Beneficiaries. i�athing in this ,AGREEMENT is inCended ta, nar shall be construed tp give any rights or b�nefits in this AGREEMENT to anyone other ttaan 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. 1. Assi�ns and Suceessors. The Partie$ each bind themseives, their partners, su�ccessars, assigns, and legal representatives to the ather Party to this AGREEf�IENT, anc! to the partners, suceessors, assigns, and legal representatives of such other P'arty with respect tv all ct�venant��f fihis AGR�E��M�NT. _... paga�i Q#� _�� i.��w'- � �� . � . # . � � � K. Waivers. Alt waivers shall be in writing and signed by the waiving Party. Either Party's f�ilure t�r en�c�rc� any pr�vision of this��Agreement shall nt�t be a u�r�iver and sf�all n�ot� pr�vent either the CITY or SPONSC�R from enforcing that provision or any other pravision af this AGREEMENT in the future. Waiver af breach of any provision of this AGREEMENT shali nat be deemed tc, be a waiver t�f any prior ar subsequent �reach unl�ss it is expressly waived in writing. L. Counterparts, The Parties may execute AGREEMEiVT in any number of eounterparts, � each of which shall cpnstitute an original, and aU of which will together constitute this � ane AGREEMENT. � 14. Natices: All notices required or permitted hereunder shall be de�rned duly given if sent by mail or delivered to the person �t the address I'ssted below. � � � � sRQn�so� c�-rv�a�s�n�TaN I�2��1'?� , / I , �� j��. l� l� � � s� � 1er�nifer C k, Senior Manager, Qrparate Carrie Nass, Manager, eighborhoods, Communica ians Resources, Events '' AAA Washington� 10555outh�rady�Way 36f}5 132"d Ave.S.E. Rentc�n,WA 98C�57 Bellevue,WA 98006 ��1��s�r��kc�r��e� JenniferCoo�k@aa�wa,cam 425-430-6624 425-646-2d55 _. � __ _ _ . _�..._ __ ._ _- __ _ _ ; . �__ _._.. _,_. � _.. _ _� APPROVEf7 AS TQ FORM: �+�aC��n,� � Shane Moloney City Attorney GvntractTempfate Updated 7/13/2CtT7 3 4 � � i � i 7 � �..� r ,. _ .. >Y._.w r��'€ � J t' >:_� � Page 5 of 6' �' i Att�C�1f7lLf��'A Sponsor Reeagnition& Benefits Standard Sponsorship$5U0 �, " 'Benefits; Recognition in all media promotions,tvuo UIP car registratiQns, premier spat#or cars by stage, onsite baoth/presence at event, 'ri. Note AAA Washington opted tc� not have any VIP car registrations ($4Q eachj,thu�their spansarship total is$42(?. � � � � � � � � � � � � � � � _ • '' °(°iC � r 'i �� P�ge 6 of6� ___m.�._- _ . � �