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HomeMy WebLinkAboutEC18-248 - Original - Space Frontier Foundation - Contract - 6/18/18 AIL VENT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 258-856-5725, ❑ Blue Sheet Attached ❑ Pink Sheet Attached Vendor Name: Space Frontier Foundation Vendor Number (]DE): Contract Number (City Clerk): Category: Contract Aqreement Sub-Category (if applicable): Other Sponsorship Agreement Project Name: NewSpace Conference 2018 Contract Execution Date: 6/18/18 Termination Date: 8/31/18 Contract Manager: Kurt Hanson Department: ECD Contract Amount: �Sr000 Approval Authority: ® Director ❑ Mayor ❑ City Council Date of Notice of Contract Email Sent: Other Details: SPONSORSHIP AGREEMENT NEWSPACE CONFERENCE 2018 This Sponsorship Agreement (known hereafter as the "Agreement') is executed on June 18, 2018, between the City of Kent (known hereafter as the "Sponsor") and Space Frontier Foundation (known hereafter as the "Sponsee"). TERMS OF AGREEMENT 1. Sponsee Obligations The Sponsee will give the Sponsor contribution for the following beneflts� • Sponsor items and/or flyers in all conference attendee bags Listed an all sponsor signage Included in all press releases • Logo and Hyperlink of sponsor on home and sponsor page a 1 Free NewSpace conference pass • 1 Networking Break • Area for First Washington to be displayed and engage with people For all publicity purposes, First Washington will also be included in the first 4 items , SponsorObligetlan„s The Sponsor agrees to pay the amount of$5,000 in full no later than 30 days after submission, The Sponsor shall pay a minimum of 50% of this amount upon submission of this Agreement. Payment shall be made via ACH, mailing a check (payable to SPACE FRONTIER FOUNDATION), or wire transfer. 3 Sponsor Trademarks and Materials Subject to the terms and conditions of this Agreement, the Sponsor grants the Sponsee the right to use the Sponsor's trade names, logo designs, trademarks, and company description as provided in Sponsor marketing materials. These assets may be used in any medium of advertising, promotional products, or marketing materials distributed solely in connection with NewSpace Conference 2018, Sponsee agrees to use materials according to Sponsor's trademark usage guidelines. Sponsor's grant of such use is valid only for the duration of the NewSpace Conference 2018, and shall terminate upon the end of the event or upon termination of this Agreement, The Sponsor agrees to provide the following materials for marketing and promotional purposes: re Digital Logo files (preferably .png with transparent background or .ai if available) o Company description • Links to preferred social media sites 1 4. lndemnitb 4.1 The Sponsor will indemnify, defend, and hold the Sponsee harmless from and against any claims relating directly or indirectly to, or arising cut of, content posted on the Sponsor's respective website, use of Sponsor's materials, or use of Sponsor's logos and trademarks. 4.2 The Sponsee will not be responsible for damage to or loss of property belonging to the Sponsor, its employees, contractors, or agents or for personal injury to the Sponsor's employees, contractors, agents, directors, or invitees except to the extent that claims may be attributed to willful misconduct or gross negligence of the Spcnsee and Sponsee's employer's, directors, or officers, 4.3 Sponsor will give Sponsee prompt written notice of any suit or claim that comes within the purview of these indemnities . Limited Liability In no event shall either party be liable to the other party for any consequential, incidental, indirect, or punitive damages regardless of whether such liability results from breach of contract, breach of warranties, tort, strict liability, or otherwise. 6. Term & Termination 66.1 The Sponsee may terminate this Agreement at any time for any reason. In the event that the Sponsee terminates this Agreement for any reason other than Sponsors breach of Agreement, the Sponsee shall refund any fees received from the Sponsor and return any materials, equipment, hardware, or software loaned by the Sponsor for the event, at the Sponsor's expense. 6.2 The Sponsor may terminate this Agreement at any time for any reason or for breach of Agreement by the Sponsee after giving Sponsee at least ten (10) days prior written notice specifying the nature of the breach and giving the Sponsee at least ten (10) days to resolve such breach. If breach occurs less than ten (10) days before the event, Sponsor may terminate this Agreement if breach is not resolved by the first day of the event. If the Agreement is terminated prior to the event, Sponsee shall return any fees received from the Sponsor and return any materials, equipment, hardware, or software loaned by the Sponsor. 7. Disagreement In the case of a disagreement at any point, the parties may submit to alternative dispute resolution, including mediation or arbitration, upon agreement of the parties. 8. Miscellaneous 2 8,1 This Agreement will supersede any or all prior oral or written forms of understanding between the Sponsor and Sponsee. This Agreement may not be amended or modified except when one or both parties execute amendments in writing and amendments are signed by both parties. 8.2 This Agreement shall be governed by and executed in accordance with the laws of the State of Washington applicable to agreements made and to be performed entirely within this state. 8.3 The terms and conditions of this Agreement shall not be divulged to any third party without prior written approval from both parties, except as may be required by public disclosure laws, including the Public Records Act, Chapter 42.56, Revised Code of Washington. In witness whereof, the Sponsee and Sponsor hereby agree to enter into this Agreement one the day and year first written above by affixing their respective signatures below. r .. ✓ a r° Spongy!o Sponsee Sponsor Title Sponse Title r Date Date 3