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R-12-01-12-10F3 - 1/12/2012 RESOLUTION NO. R-12-01-12-10F3 WHEREAS, the City of Round Rock Parks and Recreation Department ("City") wishes to enter into a three-party Sponsorship Agreement with Nyle Maxwell Auto Group and Play for All, a 501(c)(3) non-profit organization, for a Village Pod building at the Play for All Abilities Park, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City said Agreement, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was J g p p g open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 12th day of January, 2012. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: Sy%11L . SARA L. WHITE, City Clerk O:\wdox\SCClnts\0112\1204\MUNICIPAL\00240606.DOC/rmc E" HIBIT „A., CITY OF ROUND ROCK PARKS AND RECREATION DEPARTMENT SPONSORSHIP AGREEMENT WITH NYLE MAXWELL AUTO GROUP This three-Dyj Sponsorship Agreement referre to herein as the "Agreement") is entered into on thisl& day of the month of �,AG .� , 20// by and between the CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality (referred to herein as the "City"), and NYLE MAXWELL AUTO GROUP (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 unless and until it expires by operation of any specific term stated herein, or until terminated as provided herein. 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 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). 00232313/jkg 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 in one of the following ways: (1) a one-time payment of$25,000.00, due and payable to the City upon final execution of this Agreement; or (2) in five equal installments of$5,000.00 each, with the first such payment being due and payable to the City upon final execution of this Agreement, and with each payment thereafter being due and payable on the same date of each succeeding year until the total amount of$25,000.00 is fully and finally paid. 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 at the "Sponsor a Village Building" level, according to the Play for All Abilities Sponsorship Opportunities Program, and agree to have an 8' x 8' (minimum dimension) building in the planned "Village Pod" designed with automotive shop features and affixed with 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 t is to Sponsor the exclusive sponsorship rights set forth herein: the right to have one building in the "Village Pod" of the Play for All Abilities Project designed with automotive shop features and affixed with Sponsor's name/logo signage. All parties acknowledge that Sponsor may participate in the specific design of its building within the Village Pod. 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. 2 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 3 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 automotive shop 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 direct competitor 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 4 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 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 parry 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: Nyle Maxwe uto Group 6-,o V� 3000 N �,3�fl AA Fyh- 6.2� Ro Rock, TX 78761 e-j--5'C 7711 Notice to Play for All,a 501(c)(3)organization: Play for All 309 East Main Street Round Rock,TX 78664 Notice to City: Assistant 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. 5 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 P P 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 I 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. 6 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated. City of Round Rock,Texas By: Printed Name: Title: Date Signed: Attest: By: Sara L. White, City Secretary For City,Approved as to Form: By: Stephan L. Sheets, Ci Attorney P City Y Nyle Maxwell Auto Group, Play for All,a 501(c)(3) organization Sponsor Printed lblw—j_]� Prin Name: I—asovia e Title: Ti . P,re s:Je,,,. Date Signed: /!- - Date Signed: Aloye,, , 30, 201 7 kPURROUNDROC&UM City_Council Agenda Summary Sheet MWOR PRWU m Agenda Item No. 10F3. Consider a resolution authorizing the Mayor to execute a sponsorship agreement with Nyle Maxwell Auto Group and the Play for All Foundation (501.c.3 non-profit organization) Agenda Caption: for a Village Pod building at the Play for All Abilities Park. Meeting Date: January 12, 2012 Department: Parks and Recreation Staff Person making presentation: Rick Atkins Parks and Recreation Director Item Summary: This is a three party sponsorship agreement between the City of Round Rock, Nyle Maxwell Auto Group and the Play for All Foundation (501.c.3 non-profit organization).The agreement is for a $25,000 sponsorship of a building in the Village Pod that will be made to resemble a Nyle Maxwell Auto Dealership and will include their logo and branding. The Village Pod section of the Play for All Abilities Park will resemble a small town and will be located on the left hand side of the park.The Village Pod section of the park will allow kids to develop life skills in a park setting. Once completed, kids will be able to interact with a mock grocery store, convenience store with a gas station, auto dealership and a hospital. Cost: N/A Source of Funds: N/A Date of Public Hearing(if required): N/A Recommended Action: Approval i EXECUTED DOCUMENTS FOLLOW CITY OF ROUND ROCK PARKS AND RECREATION DEPARTMENT SPONSORSHIP AGREEMENT WITH NYLE MAXWELL AUTO GROUP This three-party] Sponsorship Agreement f referred to herein as the "Agreement") is entered into on this'1'�day of the month of Lt , 2012_by and between the CITY OF ROUND ROCK, TEXAS, a Texas home-rule rifflnicipality (referred to herein as the "City"), and NYLE MAXWELL AUTO GROUP (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 unless and until it expires by operation of any specific term stated herein, or until terminated as provided herein. 2. SPONSORSHIP FEE i 2.1 In consideration of the grant of specified sponsorship rights under this Agreement,reement 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). 00232313/jkg '� -12�Ot-t2-tD'F3 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 in one of the following ways: (1) a one-time payment of$25,000.00, due and payable to the City upon final execution of this Agreement; or (2) in five equal installments of$5,000.00 each, with the first such payment being due and payable to the City upon final execution of this Agreement, and with each payment thereafter being due and payable on the same date of each succeeding year until the total amount of$25,000.00 is fully and finally paid. 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 at the "Sponsor a Village Building" level, according to the Play for All Abilities Sponsorship Opportunities Program, and agree to have an 8' x 8' (minimum dimension) building in the planned "Village Pod" designed with automotive shop features and affixed with 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 exclusive sponsorship rights set forth herein: the right to have one building in the "Village Pod" of the Play for All Abilities Project designed with automotive shop features and affixed with Sponsor's name/logo signage. All parties acknowledge that Sponsor may participate in the specific design of its building within the"Village Pod." 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. 2 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 3 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 automotive shop 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 direct competitor 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; or activities of an 9.2.2 Sponsor's business operations or the business y 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 4 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 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: Nyle Maxwe uto Group 4� �'�v� 3000 N J 340 ( AJ. Ro Rock, TX 78761 Aqxt, -7�� Notice to Play for All,a 501(c)(3) organization: �� 000 Play for All " 00, 309 East Main Street Round Rock, TX 78664 Notice to City: Assistant 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. 5 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 Ma'eure. The parties shall not be deemed in violation of this Agreement if a J p �' is prevented from performing an of its obligations hereunder b reasons for which it is not party P p g Y g Y 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. 6 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated. City of Round Rock,Texas /�M F By: Printed N c Title: Mjkyor— Date Signed: Attest: By: Sara L. White, City ;SMetarpa&OP For City, roved as to orm: By: oa Stephan t. Sheets, City Attorney Nyle Maxwell Auto Group, Play for All,a 501(c)(3) organization Sponsor f By: By: ' Printed (b(w Print Name: Sas® A e Title: ^On wt Ti Date Signed: /l-7 Date Signed: No„e, , 30, 201 7