Contract - Nolan Ryan Foundation and Play for All Foundation - 6/22/2017 CITY OF ROUND ROCK
PARKS AND RECREATION DEPARTMENT
SPONSORSHIP AGREEMENT WITH
NOLAN RYAN FOUNDATION
This three-party Sponsorship Agreement(referred to herein as the"Agreement")is entered
into on this ZZay of the month of , 2017 by and between the CITY
OF ROUND ROCK, TEXAS, a Texas home-rul unicipality (referred to herein as the "City"),
and NOLAN RYAN FOUNDATION(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 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
1.1 This Agreement shall be effective on the date it has been signed by all parties
hereto, 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
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Recreation Department Play for All Abilities Project, for the entire term of this Agreement, the
following sponsorship fee: the sum of Fifty Thousand and No/100 Dollars ($50,000.00).
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 only use the sponsorship fee 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 Pod
Sponsor, according to the Play for All Abilities Sponsorship Opportunities Program, and agree to
have a train-themed play structure in the Large Playscape Pod Expansion designed with features
acknowledging the Nolan Ryan Foundation and Round Rock Express and affixed with the
Sponsor's name/logo signage.
3.2 City agrees that Sponsor may advertise its sponsorship of the purpose/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 train-themed play structure in the "Large Playscape Pod
Expansion" designed with features acknowledging the Nolan Ryan Foundation and Round Rock
Express and affixed with Sponsor's name/logo signage.
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:
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.
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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.
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 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 of this Agreement, City shall immediately terminate all use of the 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 Sponsor
to have one train-themed play structure in the "Large Playscape Pod Expansion" designed with
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features acknowledging the Nolan Ryan Foundation and Round Rock Express 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 sports 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 terms 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 City may terminate this Agreement immediately if any of the following occur:
9.2.1 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;
9.2.2 Sponsor's business operations or the business or activities of any associated
company are contrary to any City of Round Rock policy;
9.2.3 City determines that, for whatever reason, it should no longer use the
sponsored purpose/product or be associated with Sponsor.
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).
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.
10. INDEMNIFICATION
10.1 The parties 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
either of the other parties,or either 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
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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
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:
Nolan Ryan Foundation
3600 E. Palm Valley Blvd.
Round Rock, TX 78665
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
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.
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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
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.
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IN WITNESS WHEREOF,the parties have executed this Agreement on the dates indicated.
City of Round Rock, Texas
By:
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PrinteATe:log 1/)
Title:
Date Signed: ,- (�--
Attest:
By:
Sara L. White, City Clerk
For City, p roved as to orm:
By:
tep an L Sheets, City Attorney
Nolan Ryan Foundation Play for All, a 501(c)(3) organization
Sponsor
By: By:
Print Name: P .L u c Printed ame: S
Title: aecttAve li-ec 10 Title:
Date Signed: i / 7 Date Signed: -92
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