Contract - Chick-Fil-A and Play for All Foundation - 6/22/2017 CITY OF ROUND ROCK
PARKS AND RECREATION
DEPARTMENT SPONSORSHIP
AGREEMENT WITH CHICK-FIL-A,INC.
This three-party Sponsorship Agreementrde�rr�ed to herein as the "Agreement") is
entered into on this �- day of the month ofd p'2017 by and between the CITY OF
ROUND ROCK, TEXAS, a Texas home-rule municipality (referred to herein as the "City"),
and CHICK-FIL-A, INC. (referred to herein as the "Sponsor"), and PLAY FOR ALL, an
organization with public charity status that is exempt from federal income tax under section
501(c)(3) of the Internal Revenue Code (referred to herein as "Play for All").
WITNESSETH:
WHEREAS, Sponsor has evidenced a desire to become involved in a sponsorship role
to enhance certain opportunities provided by the City's Parks and Recreation Department
relatingto the Play for All Abilities Project;and
WHEREAS, City believes such sponsorship would assist its Parks and Recreation
Department to deliver quality, life-enriching activities to a targeted segment of the
community; and
WHEREAS, the 501(c)(3) organization Play for All was formed March 13, 2009 to
receive contributions for the Play for All Abilities Project, which contributions are deductible
under Section 170 of the Internal Revenue Code;and
WHEREAS,the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties mutually agree as follows:
1. TERM
This Agreement shall be effective on the date it has been signed by all parties hereto,
and shall remain in frill force and effect for five (5) years unless and until it expires by
operation of any specific term stated herein, or until terminated as provided herein. The term of
the Agreement may be extended upon written agreement of all parties.
2. SPONSORSHIP FEE
In consideration of the grant of specified sponsorship rights under this Agreement, Sponsor shall
donate to the 501(c)(3) organization Play for All, for the benefit of the Parks and Recreation
Department Play for All Abilities Project, for the entire term of this Agreement,the following
sponsorship fee: the sum of Twenty-Five Thousand and No/100 Dollars($25,000.00).
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2.1 Payment of such sponsorship fee shall be at the following times and in the
following manner: Sponsor shall pay the referenced donated funds to Play for All upon final
execution of this Agreement.
22 The sponsorship fee shall be the entire amount payable to Play for All, for the
benefit of the City and its Parks and Recreation Department Play for All Abilities Project,
under this Agreement.
23 City and its Parks and Recreation Department shall only use the sponsorship fee
for the sponsored purpose/product delineated herein in Section 3.
2.4 Electronic billing email address: AP_Marketing_NonPO@chick-fil-a.com.
Each invoice shall be submitted in pdf format in separate emails and include either on the
invoice or cover email the name Kristin Mickey.
3. SPONSORSHIP PURPOSEXRODUCT DELINEATED
3.1 City and its Parks and Recreation Department hereby designate Sponsor as a
Village Building Sponsor, according to the Play for All Abilities Sponsorship Opportunities
Program, and agree to have an 8' x 8' (minimum dimension) building in the Village Pod
Expansion designed with restaurant features and affixed with the Sponsor's name/logo
signage.
32 City agrees that Sponsor may advertise its sponsorship of the purpose/product
in accordance with contractual requirements delineated herein.
33 All parties to this Agreement agree that the participating individual Chick-fil-
A° franchised restaurant Operators in the Austin, Texas designated market area (the
"Participating Operators") shall be third party beneficiaries of this Agreement, including
without limitation with respect to the sponsorship rights and benefits granted herein.
4. SPONSORSHIP RIGHTS
4.1 For the term of this Agreement, City grants to Sponsor the sponsorship rights
set forth herein: the right to have one building in the "Village Pod"of the Play for All Abilities
Project designed with restaurant features and affixed with Sponsor's name/logo signage.
42 City shall, if, as and when the sponsored purpose/product is publicized,
acknowledge Sponsor in accordance with the following or similar recognition rights:
4.2.1 Inclusion of name/logo on specific building within pod;
4.2.2 Inclusion of name/logo in park dedication art/architectural piece;
4.2.3 Recognition in the Round Rock Leader;
4.2.4 Awarding of sponsorship certificate plaque;and
4.2.5 Provision of photograph of Play for All Abilities Park Grand Opening
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Ceremony.
5. USE OF SPONSOR'S NAME AND/OR LOGO
5.1 All advertising and promotional material produced, published, broadcast,
displayed or exhibited by City in respect of the sponsored purpose/product shall acknowledge
Sponsor in the manner delineated herein.
52 City shall immediately, upon the termination of this Agreement, cease to use or
otherwise refer to Sponsor's name and/or logo except to the extent otherwise authorized by law
or agreement of the parties.
53 Sponsor hereby grants to City a limited, non-exclusive, non-transferable license
to use Sponsor's trademarks, service marks, trade names, logos, color combinations, insignia
and other appropriate identifying marks and slogans related to the Sponsor (collectively,
"Sponsor's Marks") within the corporate limits of the City of Round Rock, Texas in connection
with the aforementioned sponsorship program. Except as expressly provided herein, no right,
property, license, permission or interest of any kind in or to the Sponsor's Marks is intended to
be given or transferred to or acquired by City by the execution, performance or non-
performance of this Agreement. City understands, acknowledges and agrees that the Sponsor's
Marks are the property of Sponsor, and City agrees that it shall in no way contest or deny the
validity of the Sponsor's Marks, or the right or title of Sponsor in or to the Sponsor's Marks, and
City will not encourage or assist others directly or indirectly to do so, during the term of this
Agreement or hereafter. In addition, City recognizes the significant value of the goodwill
associated with the Sponsor's Marks and acknowledges that the goodwill associated thereto
belongs to Sponsor and that the Sponsor's Marks have secondary meaning in the minds of the
public. City shall not, during the term of this Agreement or otherwise, take any action or fail to
take any action that would have a materially adverse effect on the Sponsor's Marks or the rights
of Sponsor in and to the Sponsor's Marks. Upon the termination or expiration of this Agreement,
City shall immediately terminate all use of the Sponsor's Marks in every manner whatsoever.
5.4 Each use of the Sponsor's Marks shall be approved in writing by Sponsor in
advance of use.
6. USE OF CITY'S NAME AND/OR LOGO
6.1 All advertising and promotional material produced, published, broadcast,
displayed or exhibited by Sponsor in respect of the sponsored purpose/product shall
acknowledge City in the manner delineated herein, and shall be approved in writing by City in
advance of use.
62 Sponsor shall immediately, upon the termination of this Agreement, cease to use
or otherwise refer to City's name and/or logo except to the extent otherwise authorized by law
or agreement of the parties.
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7. COMPETITIVE ADVERTISING
The parties expressly acknowledge that City has disclosed that it has granted and,
during the term of this Agreement, will grant to persons or entities other than Sponsor the right
to sponsor or advertise in the Play for All Abilities Project, unless a written amendment or
written agreement otherwise has been attached hereto. City expressly acknowledges, however,
that this Section 7.1 is subject to the exclusivity conferred in Section 4.1 hereof,to-wit: the right
of Sponsor to have one building in the "Village Pod" of the Play for All Abilities Project
designed with restaurant features and affixed with Sponsor's name signage. City acknowledges
that it will have no other building in the named pod designed and named for a competitor
restaurant facility.
8. APPLICABLE LAWS
Sponsor expressly agrees that the rights and privileges granted by this Agreement are
subject to all applicable policies, ordinances, laws, and regulations of the City of Round Rock,
the State of Texas, and the United States of America, and Sponsor agrees to abide by same.
Insofar as it relates to Sponsor's participation in the purpose/product delineated in this
Agreement, Sponsor further agrees to observe and comply with any and all rules and
regulations promulgated from time to time by City and its Parks and Recreation Department.
9. BREACH AND TERMINATION
If any party breaches any of the terns and conditions of this Agreement and fails to
rectify such default in accordance with a written notice from a non-defaulting party within
fifteen (15) days after the date of such notice (or a longer period if all parties agree to same in
writing), a non-defaulting party may terminate this Agreement at any timethereafter.
9.1 City may terminate this Agreement immediately if any of the following occur:
9.1.1 Sponsor is wound up or dissolved, becomes insolvent or enters into an
agreement with its creditors, or if a receiver, manager or liquidator is appointed
in respect of Sponsor;
9.1.2 Sponsor's business operations or the business or activities of any
associated company are contrary to any City of Round Rock policy;
9.1.3 City determines that, for whatever reason, it should no longer use the
sponsored purpose/product or be associated with Sponsor.
9.2 If this Agreement is terminated, Sponsor shall not be required to pay any
unpaid installments of the sponsorship fee (if payment is by installment) and City shall return
any payment made for sponsorship rights not received by Sponsor.
9.3 The expiration or termination of this Agreement shall not prevent any party
from taking action to enforce a tern or condition of this Agreement in respect of any breach
occurring prior to such expiration or termination.
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10. INDEMNIFICATION
10.1 Play for All shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all
suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees,
and any and all other costs or fees arising out of, or incident to, concerning or resulting from the
fault of itself or its agents, employees or subcontractors, in the performance of their respective
obligations under this Agreement, no matter how, or to whom, such loss may occur. Nothing
herein shall be deemed to limit the rights of City or the other parties (including, but not limited
to the right to seek contribution) against any third party who may be liable for an indemnified
claim.
10.2 Sponsor shall defend (at the option of City), indemnify, and hold City, its
successors, assigns, officers, employees and elected officials harmless from and against all
suits, actions, legal proceedings, claims, demands, damages, costs, expenses, attorney's fees,
and any and all other costs or fees arising out of, or incident to, concerning or resulting from
the negligence of itself or its employees or subcontractors, in the performance of their
respective obligations under this Agreement, no matter how, or to whom, such loss may occur.
Nothing herein shall be deemed to limit the rights of City or the other parties (including, but
not limited to the right to seek contribution) against any third party who may be liable for an
indemnified claim.
11. ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. No party shall
assign, sublet or transfer any interest in this Agreement without prior written authorization
from the other parties.
12. NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows: when delivered personally to the recipient's
address as stated in this Agreement; or three (3) days after being deposited in the United States
mail, with postage prepaid to the recipient's address as stated in this Agreement.
Notice to Sponsor:
Chick fil-A, Inc.
Attn: Tammy Pearson, Esq.
5200 Buffington Road
Atlanta, GA 30349
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Notice to Play for All, a 501(c)(3) organization:
Play for All
P.O. Box 690
Round Rock, TX 78680
Notice to City:
City Manager and to: Stephan L. Sheets, Attorney
221 East Main Street 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of the parties.
13. APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by any party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of the State of
Texas.
14. EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
all parties hereto. This Agreement may only be amended or supplemented by mutual
agreement of the parties hereto in writing.
15. DISPUTE RESOLUTION
If a dispute or claim arises under this Agreement, the parties agree to first try to resolve
the dispute or claim by appropriate internal means, including referral to each party's senior
management. City and Sponsor hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
16. SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision hereof void shall in no way affect
the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
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stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
17. MISCELLANEOUS PROVISIONS
Time is of the Essence. The parties understand and agree that time is of the essence and
that any failure of any party to fulfill obligations for each portion of this Agreement within the
agreed timeframes will constitute a material breach of this Agreement.
Force Majeure. The parties shall not be deemed in violation of this Agreement if a
party is prevented from performing any of its obligations hereunder by reasons for which it is
not responsible as defined herein. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
Multiple Counterparts. This Agreement may be executed in multiple counterparts, any
one of which shall be considered an original of this document; and all of which, when taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF,the parties have executed this Agreement on the dates indicated.
City of Round Rock, Texas
By: _/' R- 1
Printed Nay
Title:
Date Signed:
Attest:
By:
Sara L. White, City Clerk
For 4anp�,.rSheets,
ved as to orm:
By: N
City Attorney
Chick-fil-A, Inc. Play for All,a 501(c)(3) organization
Sponsor
By: By:
Printed Name: V Printed �
Title: VIP- (e* Title:
Date Signed: U Date Signed:
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