Contract - Seton Family of Hospitals dba Dell Children's Medical Center and Play for All Foundation - 6/22/2017 CITY OF ROUND ROCK
PARKS AND RECREATION DEPARTMENT
SPONSORSHIP AGREEMENT WITH
DELL CHILDREN'S MEDICAL CENTER
This three-party Sponsorship Agree nt referred to herein as the "Agreement") is
entered into on tlus 22nd day of the month ofW2017 (the "Effective Date"), by and between
the CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality (referred to herein as
the "City"), and SETON FAMILY OF HOSPITALS d/b/a DELL CHILDREN'S MEDICAL
CENTER, a Texas non-profit corporation (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.
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 relating
to 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 comununity;
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
1.1 This Agreement shall be effective on the Effective Date and shall remain in full
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 both parties.
2. SPONSORSHIP FEE
2.1 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
Contract# 1594202
00373985/ss2
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).
2.2 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.
2.3 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.
2.4 City and its Parks and Recreation Department shall use the sponsorship fee only
for the sponsored purpose/product delineated herein in Section 3.
3. SPONSORSHIP PURPOSE/PRODUCT DELINEATED
3.1 City and its Parks and Recreation Department hereby designate Sponsor as a
Treehouse Sponsor in the Nature Pod, according to the Play for All Abilities Sponsorship
Opportunities Program, and agree to have an 8' x 8' (minimum dimension) treehouse in the
Nature Pod designed and affixed with the Sponsor's name/logo signage.
3.2 City agrees that Sponsor may advertise its sponsorship of the puiTose/product in
accordance with contractual requirements delineated 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 treehouse structure in the "Nature Pod" of the Play for All
Abilities Project designed and affixed with Sponsor's name/logo signage in a form approved in
writing by Sponsor in advance of use.
4.2 City shall, if, as, and when the sponsored purpose/product is publicized,
acknowledge Sponsor in accordance with the following or similar recognition rights, subject to
the prior written approval of Sponsor:
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
Ceremony.
Contract A 1594202 2
5. USE OF SPONSOR'S NAME AND/OR LOGO
5.1 Subject to the prior written approval of Sponsor, all advertising and promotional
material, including but not limited to press releases, that are produced, published, broadcast,
displayed, or exhibited by City with respect of the sponsored purpose/product shall acknowledge
Sponsor in the manner delineated herein.
5.2 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.
5.3 City understands, acknowledges, and agrees that Sponsor's trademarks, service
marks, trade names, logos, color combinations, insignia, and other appropriate identifying marks
and slogans related to Sponsor (collectively, "Sponsor's Marks") are the property of Sponsor.
Prior to any use of Sponsor's Marks, City understands, acknowledges, and agrees that it must
request and obtain Sponsor's approval of the proposed use. Except as approved in writing by
Sponsor in advance of use, no right, property, license, permission, or interest of any kind in or to
Sponsor's Marks is given or transferred to or acquired by City by the execution, performance, or
non-performance of this Agreement. 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 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 Sponsor's Marks and acknowledges that the goodwill associated thereto belongs
to Sponsor and that 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 Sponsor's Marks or the rights of Sponsor in
and to Sponsor's Marks. Upon the tennination of this Agreement, City shall immediately
terminate all use of Sponsor's Marks in every manner whatsoever.
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.
6.2 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.
7. COMPETITIVE ADVERTISING
7.1 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
Contract 4 1594202 3
Sponsor to have one treehouse structure in the "Nature Pod" of the Play for All Abilities Project
designed and affixed with Sponsor's name/logo signage. City acknowledges that it will have no
other building in the named pod designed and named for a competitor medical facility.
8. APPLICABLE LAWS
8.1 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
9.1 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 time thereafter.
9.2 Any party may terminate this Agreement immediately if any of the following
occur:
9.2.1 Another party 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 to that party;
9.2.2 Another party's business operations or the business or activities of any
associated company are contrary to the terminating party's policy;
9.2.3 The terminating party determines that, for whatever reason, it should no
longer use the sponsored purpose/product or be associated with another
party.
9.3 If this Agreement is terminated, Sponsor shall not be required to pay any unpaid
installments of the sponsorship fee (if payment is by installment). If City or Play for All
terminate this Agreement under Sections 9.2.2 or 9.2.3, Sponsor shall be reimbursed an amount
equal to the pro-rated portion of the sponsorship fee covering the period of time between the
termination and the expiration of this Agreement under Section 1.1.
9.4 The expiration or termination of this Agreement shall not prevent any party from
taking action to enforce a term or condition of this Agreement in respect of any breach occurring
prior to such expiration or termination.
Contract# 1594202 4
10. INDEMNIFICATION
10.1 Each party (the "Indemnifying Party") shall defend (at the option of the
Indemnified Party), indemnify, and hold the other parties (each, an "Indemnified Party), their
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
the Indemnifying Party, or any of their 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 the 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
11.1 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
12.1 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:
Seton Family of Hospitals Dell Children's Medical Center
Attn: General Counsel Attn: Debra M. Brown
1345 Philomena Street 1345 Philomena Street
Austin, TX 78723 Austin, TX 78723
Notice to Play for All, a 501(c)(3)
organization:
Play for All
309 East Main Street
Round Rock,TX 78664
Notice to City: and to: Stephan L. Sheets, Attorney
City Manager 309 East Main Street
221 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.
Contract it 1594202 5
13. APPLICABLE LAW; ENFORCEMENT AND VENUE
13.1 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
14.1 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
15.1 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. If the parties cannot reach a mutually satisfactory resolution, then and in
that event any such dispute or claim will be sought to be resolved with the help of a mutually
selected mediator. If the parties cannot agree on a mediator, City and Sponsor shall each select a
mediator and the two mediators shall agree upon a third mediator. Any costs and fees, other than
attorney fees, associated with the mediation shall be shared equally by the parties. 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
16.1 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 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
17.1 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.
17.2 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
Contract 11 1594202 6
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.
17.3 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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated.
City of Round Rock,Texas
By:
_ A /#/
Printed Nam .
Title: (AV Fj
Date Signed:
Attest: r
By: ( �v
Sara L. White, City Clerk
For City, A proved) as tLorm:
By: tit-...
Step la L. Sheets, City Attorney
Seton Family of Hospitals Play for All, a 501(c)(3) organization
Sponsor
(�L�_By: By:
Printed Name: Debra Brown Printed arae: •(Z—(16t
Title: CNO and COO Title: ?Qjca;I
Date Signed: Date Signed: • (`1'
Reviewed,by Legal
Name 65
Date
Contract#1594202 7
M
.� *� ,�
w � t� � ..
x �