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HomeMy WebLinkAboutRes 2014-09-09 CDC 2015 Sponsorship Agreement with GACC.pdfCITY OF ANNA, TEXAS RESOLUTION NO. 2014-09-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS APPROVING THE ANNA COMMUNITY DEVELOPMENT CORPORATIONS' 2014-2015 FISCAL YEAR SPONSORSHIP AGREEENT WITH THE GREATER ANNA CHAMBER OF COMMERCE. WHEREAS, the Anna CDC have historically supported the annual events of the GACC, and; WHEREAS, for the past few years the Anna CDC has entered into a fiscal year agreement to sponsor said events in exchange for certain promotional benefits provided by the GACC, and; WHEREAS, the annual agreements have allowed for better planning and budgeting by the Anna CDC; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, THAT: Section 1. Recitals Incorporated The recitals set forth above are incorporated herein for all purposes as if set forth in full. Section 2. Approval of Sponsorship Agreements The City Council of the City of Anna hereby approves the AGREEMENT FOR SPONSORSHIP COMMITMENT FOR THE 20142015 FISCAL YEAR between the CDC and the GACC attached hereto as EXHIBIT 1, incorporated herein for all purposes. PASSED AND APPROVED by the City Council of the City of Anna this 23rd day of September, 2014. APPROV ATTEST: 7 - lzv Mike Crist, Mayor ,,,e, ` a ,6 Wilkison, City Secretary y� F >, .%4; ` RES. 2014-09-09 CDC Sponsorship of GACC ��Pff/t�1011 111111000��j1APAGE 1 OF 1 09-23-14 AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2014-2015 THIS AGREEMENT FOR SPONSORSHIP COMMITMENT (this "Agreement") is made by and between the Anna Community Development Corporation ("CDC"), and thq , Greater Anna Chamber of C mmerce, Inc. ("GACC") and entered into on this W-4_ day of , 20. Section 1. Summary During the CDC"s 2014-2015 fiscal year, the CDC hereby promises to make certain payments to the GACC to sponsor certain GACC events that GACC promises will promote the CDC and the growth and the development of the City. The amount of each payment is specked under this Agreement for each corresponding GACC event. Each payment is to be provided to the GACC prior to each event, but is contingent upon GACC providing a letter of intent to organize and hold the corresponding event and meet the corresponding benchmarks set forth herein, as well as to adequately promote the CDC and the City. Section 2. Definitions For purposes of this Agreement, the following meanings shall apply: (a) City shall mean the City of Anna, Texas. (b) CDC shall mean the Anna Community Development Corporation, a Texas nonprofit corporation. (c) GACC shall mean the Greater Anna Chamber of Commerce, Inc., a Texas nonprofit corporation. (d) Sponsor shall mean a person or corporation that pays or provides something of value to the GACC in connection with a GACC event in exchange for GACC providing promotional marketing or any other benefits associated with the GACC event. (e) Sponsorship Benefits shall mean at least that amount of sponsorship designation, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, public relations benefits and all other benefits listed in this Agreement and/or otherwise available that would promote the CDC to an extent equal to or greater than any other Sponsor of the GACC event in question. In other words, Sponsorship Benefits shall provide the CDC with at least "equal billing" compared with any other Sponsor and shall provide the highest level of promotional or other benefits made available or provided to any other Sponsor, regardless of the amounts paid by the CDC as compared with other Sponsor Designation includes and shall mean: AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 20142015 PAGE 1 OF 9 (1) the COC shall be named as a Sponsor of the GACC event, that the CDC may use the same designation in all GACC-approved advertising, merchandising and promotions; and (2) the CDC shall have first right of refusal as a Sponsor of any subsequent events arising out of any of the GACC events in future years. Section 3. General Requirements 3.01 Letter of Intent The GACC agrees to provide to the CDC a letter of intent prior to each event and prior to the CDC's payment to GACC of any funds for such event. The letter of intent will be drafted on a standard form attached as "Exhibit A", and incorporated herein as if set forth in full. The letter of intent shall include a promise by the GACC to organize and hold the speck event setting forth its purpose and goals including the benchmark provisions set forth in this Agreement and shall constitute further binding contractual responsibilities of the GACC to attain those benchmarks and adequately promote the CDC. The letter of intent for any given event may set forth a different amount requested to be paid by the CDC than the amount estimated for such event as set forth in Section 4 of this Agreement. 3.02 Sponsorship Benefits The GACC agrees to furnish all materials, equipment, tools and other items necessary to provide Sponsorship Benefits to the CDC, and, in addition, all Sponsor Designations, advertising in print and broadcast media, marketing materials and opportunities, onsite and offsite signage and marketing, and all other public relations and promotional benefits as further described in this Agreement under each specific event. Advertising in print and broadcast media includes the CDC's identification as Sponsor on all print advertising secured promoting the GACC event. All such advertising shall reference the CDC as: The City of Anna Community Development Corporation. Marketing materials and opportunities, onsite signage and marketing, and public relations benefits will be provided for under each speck event in this Agreement. Section 4. GACC Events The GACC and CDC anticipate CDC sponsorship of the following events and provides specific terms of compensation, Sponsorship Benefits, goals and benchmarks to gauge promotional impact: 4.01 Glowfest 2014 Name/Purpose: Glowfest 2014, Community Fall Festival AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2014-2015 PAGE 2 OF 9 Date, Time, Location of Event: All Day on Saturday, October 25, 2014 at Slater Creek Park (and surrounding private property) Deadline for GACC to provide letter of intent to CDC: Monday, September 22, 2014 Estimated Compensation amount: $7,500.00 Due Date of Payment: Monday, October 13, 2014 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration form; listed as "Platinum Level" sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide approximate headcount of attendees' and geographic locations where attendees reside. 4.02 2014 Christmas Parade and Winter Wonderfest Name/Purpose: 2014 Christmas Parade and Winter Wonder/est - Community Festival and Parade Date, Time, Location of Event: All Day on Saturday, December 13, 2014, parade route Deadline for GACC to provide letter of intent to CDC: Monday, November 10, 2014 Estimated Compensation amount: $2,500.00 Due Date of Payment: Monday, November 24, 2014 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration forms; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide a count or list of float participation. 4.03 2015 Annual Banquet Name/Purpose: 2015 Annual Banquet - Awards and appreciation banquet as well as a promotional event for current and prospective businesses in our community, Date, Time, Location of Event: 5:00pm — 1 1:00pm Saturday, February 28, 2015, Anna High School in Anna, TX Deadline for GACC to provide letter of intent to CDC: Monday, January 26, 2015 Estimated Compensation amount: $500.00 Due Date of Payment: Monday, February 16, 2015 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: One table at the banquet; full-page advertisement placed on back of program; advertisement during event including signage and in PowerPoint presentation Promotional Benchmark Requirements: GACC will provide list of attendees 4.04 2015 Golf Tournament Name/Purpose: 2015 Golf Tournament, Networking event for current GACC members as well as a promotion to prospective new members and businesses Date, Time, Location of Event: All Day on Monday, April 20, 2015, Hurricane Creek Country Club Deadline for GACC to provide letter of intent to CDC: Monday, March 16, 2015 Estimated Compensation amount: $3,000,00 Due Date of Payment: Monday, March 30, 2015 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on postcard distributed throughout Anna, Van Alstyne, Melissa, Sherman & McKinney, Recognition as Title Sponsor in Program and on signage the day of the event, opportunity to display promotional material, signage placed on various holes Promotional Benchmark Requirements: GACC will provide a list of players fl1T.. Name/Purpose: 2015 Anna Fireworks Event, Community Festival Date, Time, Location of Event: 5:00pm — Conclusion of Fireworks, Saturday, July 4, 2015 at Slater Creek Park and Anna ISD Football Stadium Deadline for GACC to provide letter of intent to CDC: Monday, June 8, 2015 Estimated Compensation amount: $7,000.00 Due Date of Payment: Monday, June 15, 2015 Sponsorship Obligations of GACC in addition to Sponsorship Benefits: CDC Logo on pre -event banners; CDC Logo on registration form; listed as sponsor in newspaper advertisement and article Promotional Benchmark Requirements: GACC will provide and estimated number of attendees Section 5. Compensation In consideration of the performance of GACC's obligations under this Agreement, including the provision of Sponsorship Benefits described herein, the CDC agrees to pay the GACC the total amount of compensation of ($20,500) during the CDC's fiscal year 2014-2015, subject to the conditions set forth in this Agreement. Before the CDC shall have any obligation to make any payment to GACC with respect to any given event described in Section 4 of this Agreement, the GACC must timely provide the CDC with a letter of intent—signed by a GACC representative authorized to contractually bind the GACC—as described in Section 3.01 of this Agreement and the GACC must submit said letter of intent to the CDC before the applicable deadline for such event as set forth in Section 4 of this Agreement. The total ($20,500) amount of compensation shall be made in five separate payments with the amount of each payment being determined by the CDC by electing one of the two following options per GACC event: (1) the estimated compensation amount set forth in Section 4 of this Agreement; or (2) a different amount requested by GACC that is set forth in the letter of intent described in Section 3.01 of this Agreement and attached hereto as Exhibit A. If the CDC decides to honor any GACC request for a different amount than what is set forth in Section 4 of this Agreement, the CDC shall thereafter have discretion to alter the amount of payments it makes with respect to any remaining events so that its overall compensation paid to the Chamber under this Agreement does not exceed $20,500 during the CDC's 2014-2015 fiscal year. The GACC shall provide the CDC with a written receipt. Section 6. Licenses and Permits The GACC shall obtain and pay for any and all permits, licenses, disposal fees, or any other costs required for any of the GACC events and to fulfill this Agreement. The GACC shall take all reasonable steps necessary to ensure that all state, federal, and local permitting and licensing requirements are met at all times during all GACC events. The GACC must comply with all federal and state laws, and local ordinances while organizing and participating in the GACC events. Section 7. Independent Contractor Status/ Liability/ Indemnity It is expressly understood and agreed that the CDC has no right of control, supervision, or direction over any work performed by the GACC relating in any way to the GACC's undertaking of any of its events (the "Work"), including but not limited to its employees, agents, contractors, or its subcontractors, nor does the CDC have any control, supervision or direction of the means, methods, sequences, procedures, and techniques utilized to complete any of the Work. There shall be no joint control over the Work. The GACC agrees to fully defend, indemnify and hold harmless the AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 20142015 PAGE 5 OF 9 CDC from any claim, proceeding, cause of action, judgment, penalty, or any other cost or expense arising or growing out of, associated or in connection with the Work. The indemnification includes, but Is not limited to, attorney fees incurred by the CDC in defending itself or in enforcing this Agreement. By entering into this Agreement, GACC waives all rights and remedies in law or in equity except to seek enforcement of specific performance, without any right to reimbursement of costs or attorney fees, of the obligations under this Agreement. This provision is not intended to and does not waive any of the CDC's governmental immunities, including immunity from suit and liability. Section 8. Insurance GACC shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in conjunction with the performance of the Work or in any way related to the GACC's undertakings performed in connection with the GACC events, including but not limited to coverage for GACC, its agents, representatives, employees, contractors, or subcontractors. The form and limits of such insurance, together with the underwriter thereof in each case, must be acceptable to the CDC but regardless of such acceptance it shall be the responsibility of the GACC to maintain adequate insurance coverage at all times. Failure of the GACC to maintain adequate coverage shall not relieve the GACC of any contractual responsibility or obligation. Each policy shall provide that there will be no alteration or modification which reduces coverage in any way prior to 30 days written notice being given to the CDC. A copy of each policy, or at the CDC's discretion, a certificate of insurance, shall be filed with the CDC Secretary. Section 9. Default 9.01 Events of Default The occurrence, at any time during the term of the Agreement, of any one or more of the following events, shall constitute an Event of Default under this Agreement: (a) the failure of GACC to timely provide the CDC with a properly executed letter of intent in accordance with the terms of this Agreement prior to each event; (b) the failure of the GACC event to occur on the scheduled date, or—if the event cannot occur on the originally scheduled date due to inclement weather—the failure of the GACC event to be rescheduled and occur in accordance with Section 18 of this Agreement; (c) the failure of GACC to provide the CDC with all Sponsorship Benefits enumerated in this Agreement for each event; (d) the failure of GACC to meet each promotional benchmark requirement; AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2014-2015 PAGE 6 OF 9 (e) the failure of the CDC to pay the GACC according to the compensation terms of each event when such payment may become due; and (f) the CDC's or GACC's breach or violation of any of the material terms, covenants, representations or warranties contained herein or GACC's failure to perform any material obligation contained herein. 9.02 Uncured Events of Default Upon the occurrence of an Event of Default by CDC that can be cured by the immediate payment of money to GACC, CDC shall have 10 calendar days from receipt of written notice from GACC of an occurrence of such Event of Default to cure same before GACC may exercise any of its remedies as set forth in this Agreement. Upon the occurrence of an Event of Default by GACC that does not include the failure to abide by a deadline or to a failure described in Section 9.01(b), it shall have 10 calendar days from receipt of written notice from CDC of an occurrence of such Event of Default to cure same, or, if same cannot be effectively cured within 10 calendar days and fully and effectively provide CDC with the Sponsorship Benefits, the default may be cured by refunding CDC's entire sponsorship fee, unless such Event of Default creates or contributes to an emergency situation in which injury to persons or property reasonably appears imminent, in which case CDC is immediately entitled to exercise or seek all rights available to it at law or in equity. If with respect to any given event set forth in Section 4 of this Agreement, there is a failure of GACC to meet a deadline or a failure described in Section 9.01(b), the CDC shall be entitled to a full refund of any amounts paid by the CDC to GACC for such event. Section 10. Amendment; Termination This Agreement may not be amended except pursuant to a written instrument signed by both parties. This Agreement shall terminate once both parties shall have completed performance of their respective obligations hereunder. AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 20142015 PAGE 7 OF 9 Section 11. Notice Notice as required by this Agreement shall be in writing delivered to the parties via postage prepaid, U.S. certified mail, return receipt requested, at the addresses listed below: GACC CDC President GACC Director Anna Community Development Corporation Greater Anna Chamber of Commerce 101 N. Powell Parkway P.O. Box 1256 Anna, Texas 75409 Anna, Texas 75409 Each party shall notify the other in writing within 10 days of any change in the address information listed in this section. Section 12. No Waiver of Immunity Nothing in this Agreement waives any governmental immunity available to the CDC under Texas law. The provisions of this paragraph are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. Section 13. Entire Agreement This Agreement represents the entire and integrated Agreement between CDC and GACC and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Section 14. Governing Law and Venue This Agreement shall be governed by the laws of the State of Texas as to interpretation and performance. Any and all legal action necessary to enforce this Agreement shall be brought in a court of competent jurisdiction in Collin County, Texas or in the United States District Court for the Eastern District of Texas, Sherman Division. Section 15. Severability The provisions of this Agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this Agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this Agreement. AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 2014-2015 PAGE 8 OF 9 Section 16. Contract Interpretation This Agreement is the result of negotiation between the parties, and shall, in the event of any dispute over the meaning or application of any portion thereof, be interpreted fairly and reasonably, and not to be more strictly construed against one party than another, regardless of which party originally drafted the section in dispute. Time is of the essence with respect to the deadlines set forth in this Agreement. Section 17. Force Majeure If a party is prevented or delayed from performing any of its obligations hereunder due to a natural or manmade event or condition not caused by such party and beyond such party's reasonable control, then such party's performance of those obligations shall be suspended until such time as the event or condition no longer prevents or delays performance. If any event or condition results in the creation of amounts of refuse in excess of ordinary amounts, then the parties shall discuss, but shall not be bound to conclude, terms and conditions for collection of those excess amounts. Section 18. Inclement Weather If the GACC cannot reasonably proceed with an event due to inclement weather, then the GACC shall reschedule the event so that it occurs in reasonably close temporal proximity to the original date scheduled for the event. A failure to so reschedule and hold the event is a material breach of this Agreement. Section 19. Assignment It is understood and agreed that GACC shall not assign, sublet, or transfer any of the rights and duties under the terms of this Agreement without the prior written approval of the CDC. Section 20. Effective Date This Agreement shall be effective upon the date first stated herein, and performance of such Agreement shall begin as soon thereafter as practicable. IN WITNESS WHEREOF, CDC and GACC have executed this Agreement. By: 0 C�i, L,%�= Co nie Christ en John Houcek Greater Anna Chamber of Commerce CDC President AGREEMENT FOR SPONSORSHIP COMMITMENT FOR 20142015 PAGE 9 OF 9