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CM-2021-294 - 11/5/2021SPONSORSHIP AGREEMENT ROUND ROCK MULTIPURPOSE COMPLEX L This Sponsorship Agreement ("Agreement") is entered into as of ,_2021, by and among GDC Marketing + Ideation, Don't Mess With Texas Campaign ("Sponsor"), a corporation, and the City of Round Rock, Williamson County, State of Texas, a home -rule municipal corporation, ("City"), for the purposes of contracting certain sponsorship rights as set forth herein concerning the City of Round Rock's Facility known as the Round Rock Multipurpose Complex ("Multipurpose Complex"). WHEREAS, City owns, operates and leases Multipurpose Complex, located at 2001 N Kenney Fort Blvd, Round Rock, Texas, for various sports and recreational events and activities; and WHEREAS, GDC Marketing + Ideation desires to be a sponsor of the Multipurpose Complex based upon the terms set forth below. NOW THEREFORE, in consideration of the terms, conditions and covenants herein contained, the parties agree as follows: 1. The term of this Agreement and the sponsorship rights granted hereunder shall commence on July 1, 2021 and continue through June 30, 2022 ("Expiration Date") at which time the sponsorship rights granted hereunder shall automatically terminate. 2. In consideration of the grant of specified sponsorship rights under this Agreement, Sponsor shall pay the following sponsorship fee: the sum of Eleven Thousand Two Hundred Fifty and No/100 Dollars ($11,250.00). Sponsor shall pay balance of such sponsorship fee, along with applicable material production costs, to the City as outlined in the invoice. Invoice shall be paid in full no later than December 31, 2021. 3. The Sponsor shall receive the following sponsorship benefits: ✓ Central Walkway Ad Sign (28" x 44") Quantity: 3 ✓ Banner Wraps on Walkway Trash Cans Quantity: Up to 30 ✓ Click -through Logo on Sponsor Page of RoundRockMPC.com Quantity: I ✓ Sponsored Social Media Posts Quantity: 3 ✓ On -site Activation Events Quantity: 2 4. The Sponsor shall be responsible for the following: Providing artwork for production of all physical & digital assets Providing signage for trash cans Providing content for sponsored social media posts Coordinating on -site activation events Payment of annual sponsorship fee and sign replacement costs when needed due to weather damage or as desired by sponsor 5. The City shall be responsible for the following: Displaying ad signage along the central walkway of the Multipurpose Complex Coordinating production and installation of Trash Can signage Displaying click -through logo on Sponsor page of RoandRockMPC.com Coordinating sponsored social media posts and on -site activation events 6. The parties may agree in writing, subject to the approval of the City's authorized agent, to extend the Agreement prior to the expiration of the initial term or any subsequent extended term. 7. Each party shall indemnify and hold the other party 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 other party. 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. 8. Sponsor, its agents, and employees shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. 9. This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either 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. 10. 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 ten (10) 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. 10.1 City may terminate this Agreement immediately if any of the following occur: 10.1.1 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; 10.1.2 Sponsor's business operations or the business or activities of any associated company are contrary to any City of Round Rock policy; 2 10.1.3 City determines that, for whatever reason, it should no longer use the sponsored purposelproduct or be associated with Sponsor. 10.2 Sponsor may terminate this Agreement immediately if it determines that, for whatever reason, it no longer wishes to continue sponsorship as set forth herein. 10.3 The rights and remedies herein conferred are cumulative and not exclusive of any other rights or remedies, and shall be in addition to every other right, power and remedy that Sponsor may have, whether specifically granted herein, or hereafter existing at law, in equity or by statute, and any and all such rights and remedies may be exercised from time to time and as often and in such order as Sponsor may deem expedient. No delay or omission in the exercise or pursuance of any right, power, or remedy shall impair any such right, power, or remedy or be construed to be a waiver thereof. 10.4 If this Agreement is terminated, Sponsor shall not be required to pay any unpaid installments of the sponsorship fee (if payment is by installment). 10.5 The 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 ternunatron. 10.6 Upon the occurrence of default, the defaulting or breaching party agrees to pay all damages, costs, and expense, including without limitation, reasonable attorneys' fees and legal expenses, incurred by the non -defaulting or non -breaching party in recovering such damages, costs, and expenses or in enforcing or exercising any remedies under this Agreement. 11. The rights of either party under this Agreement shall not be transferable or assignable either in whole or in part. [Signatures appear on next page] 3 IN WITNESS WHEREOF, City and Sponsor have executed this Agreement on the dates indicated. City of Round Rock, Texas Attest: a . - , Cler 4 GDC Marketing + Ideation By: PrintedName: i V Title: C k i e f/ ?:_ vatmA v lactC61 Date Signed: City of Round Rock ROUND ROCK TEAS Agenda Item Summary Agenda Number: Title: Consider authorizing an Agreement with GDC Marketing + Ideation for sponsorship rights located at the Round Rock Multipurpose Complex. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 11/5/2021 Dept Director: Chad McKeznie - Director Sports Management Cost: Indexes: Attachments: GDC Marketing + Ideation $11,250 Department: Sports Management & Tourism Text of Legislative File CM-2021-294 The Sponsor shall receive three central walkway ad signs, banner wraps on trash cans, click -through Logo on Sponsor page of RRMPC website, social media posts and two on -site activation events. The City shall be responsible for displaying ad signage along the central walkway, coordinating production and installation of trash can signage, displaying click -through logo on Sponsor page of RRMPC website and coordinating social media post. CO of Round Rock Page 1 of 1