Sponsorship Agreement (2018 Fair Housing Seminar) City of Salina
Sponsorship Agreement
This Agreement is entered into March 28, 2018 by and between the City of Salina, Kansas. (the "City") and
Great Plains Association of Realtors, Inc., a Kansas not for profit corporation ("Sponsor").
Recitals
A. The City owns Tony's Pizza Events Center, located at 800 The Midway, Salina. Kansas (the "Site").
C. The City's Department of Development Services, Community Relations Division is hosting and operating
the 2018 Fair Housing Seminar on April 27, 2018 from 8:30 a.m. to 3:30 p.m. (the "Event").
B. The City is willing to grant certain sponsorship rights to Sponsor at the Site during the Event and the
Sponsor desires to acquire such rights upon the terms and conditions hereinafter set forth.
The parties, in consideration of the mutual promises set forth in this Agreement, agree and covenant:
1. Grant of Sponsorship Rights. During the Event, the City will provide Sponsor with certain sponsorship
rights to display notification of sponsorship and Sponsor-associated education materials at the Site
("Rights").
2. Compensation. In consideration of the City's grant of the Rights, Sponsor shall pay the City
compensation in the amount of 53 per Event attendee, which shall be due by April 27, 2018, and delivered to
the Department of Development Services, Community Relations Division, 300 W. Ash, Street, Room 101,
Salina, Kansas 67401.
3. Term; Schedule. The term of this Agreement shall commence on April 27, 2017 at 8:30 am, and shall
terminate on April 27, 2018 at 3:30 pm, subject to the potential for prior termination pursuant to the terms of
this Agreement.
4. License and Usage. During the term of this Agreement, Sponsor grants the City a limited, nonexclusive,
non-transferrable right to use Sponsor's name, brand and logo solely in connection with Sponsor's Rights as
set forth above, subject to Sponsor's prior approval of any and all use of Sponsor's name, brand and logo.
5. Non-Exclusive Rights. The City reserves the right to sell additional advertising rights on, in, or around
the Site, and the Rights granted hereunder are granted on a non-exclusive basis.
6. No Endorsement by City. Sponsor agrees that it shall not state or imply that Sponsor's products, services
or ideas are endorsed or sanctioned by the City, or its employees or officials. Without prior written approval
from the City, Sponsor shall not issue any materials or communications, including but not limited to print,
video, Internet, broadcast, or display items, developed to promote or communicate the advertisement using
the City's name, marks, or logo.
7. Indemnification. To the fullest extent permitted by law, Sponsor shall defend, indemnify and hold
harmless the City, its agents, representatives, officers, officials and employees from and against all claims,
damages, losses and expenses (including but not limited to attorney fees and court costs), to the extent that
such claims, damages, losses, and expenses relate to, arise out of, or are alleged to have resulted from: (a) the
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City's use (in conformance with the terms of this Agreement) of Sponsor's trade names, service marks or
logos; (b) any advertising or promotional material furnished by or on behalf of Sponsor; or (c) the wrongful
acts, negligent acts, errors, omissions, or defective work or services of the Sponsor, its employees, agents, or
any tier of subcontractors in the performance of this Agreement.
8. Voluntary Termination by City. The City reserves the right to terminate this Agreement at any time if
continuation of the advertising relationship is determined by the City, in its sole discretion, not to be in the
best interests of the City. If the City elects to terminate this Agreement, any funds, unused materials, or other
compensation received by the City prior to such termination will be refunded by the City on prorated basis,
unless such termination is due to a material breach of this Agreement by Sponsor, in which case the City
may retain all or a part of the compensation if the City determines that such is necessary to compensate the
City for any losses incurred by the City due to such material breach, in addition to pursuing any other
available remedy at law or in equity.
9. Default. If either party fails to comply with any term of this Agreement within ten (10) days after written
notice to comply has been mailed by the non-defaulting party to the defaulting party, such failure shall be
deemed an immediate breach of this Agreement ("Event of Default").
10. Remedies. Upon the occurrence of an Event of Default, the non-defaulting party shall have the following
rights and remedies, in addition to any other rights and remedies provided under this Agreement or by law:
10.1 Termination. The non-defaulting party shall have the right to terminate this Agreement or terminate the
defaulting party's rights under this Agreement.
10.2 Other Remedies. The non-defaulting party may pursue any available remedy at law or in equity
(including specific performance) by suit, action, mandamus or other proceeding to enforce and compel the
performance of the duties and obligations set forth in this Agreement, to enforce or preserve any other rights
or interests of the non-defaulting party under this Agreement or otherwise existing at law or in equity and to
recover any damages incurred by the non-defaulting party resulting from such Event of Default.
11. Non-Assignable. Due to the unique qualifications and capabilities of Sponsor, neither the rights nor
responsibilities provided for under this Agreement shall be assignable by either party, either in whole or in
part.
12. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and
delivered personally or sent by registered or certified mail, return receipt requested, or by generally
recognized, prepaid, commercial courier or overnight air courier service. Notice shall be considered given
when received on the date appearing on the return receipt, but if the receipt is not returned within five (5)
days, then three (3) days after mailed, if sent by registered or certified mail or commercial courier service; or
the next business day, if sent by overnight air courier service. Notices shall be addressed as appears below
for each party, provided that if any party gives notice of a change of name or address, notices to the giver of
that notice shall thereafter be given as demanded in that notice.
CITY: City Clerk ADVERTISER:.Great Plains Association of Realtors, Inc.
Attn: Lauren Driscoll Attn: oil 141a
P.O. Box 736 210 S. Ohio St.
Salina. KS 67402-0736 Salina, KS 67401
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13. Relationship. Nothing in this Agreement shall be deemed to create a joint venture, partnership, agency,
employment, or other relationship between the parties.
14. Subcontracting. Sponsor shall not subcontract any work or services under this Agreement without the
City's prior written consent.
15. Compliance with Applicable Law. Sponsor shall comply with all applicable federal, state, and local law
in the performance of this Agreement.
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16. Attorney Fees. If any suit or action is instituted by either party hereunder, including all appeals, the
prevailing party in such suit or action shall be entitled to recover reasonable attorney fees and expenses from
the non-prevailing party, in addition to any other amounts to which it may be entitled.
17. Applicable Law; Venue. This Agreement and its validity, construction and performance shall be
governed by the laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the
sole and exclusive venue shall be in the Saline County, Kansas District Court.
18. Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not
render the other provisions unenforceable, invalid, or illegal.
19. Authority and Consent to Transaction. Each party represents to the other that the person executing this
Agreement has full and legal authority to bind such party to the terms of this Agreement, and that the
execution and delivery of this Agreement have been duly and validly authorized by the governing body of
each party.
20. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees,
successors and authorized assigns of the parties hereto.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, or in multiple originals, and all such counterparts or originals shall for all purposes
constitute one agreement.
22. Amendments. Neither this Agreement nor any of its terms may be changed or modified, waived, or
terminated except by an instrument in writing signed by an authorized representative of the party against
whom the enforcement of the change, waiver, or termination is sought.
23. Waiver. No failure or delay by a party hereto to insist on the strict performance of any term of this
Agreement, or to exercise any right or remedy consequent to a breach thereof, shall constitute a waiver of
any breach or any subsequent breach of such term. No waiver of any breach hereunder shall affect or alter
the remaining terms of this Agreement, but each and every term of this Agreement shall continue in full
force and effect with respect to any other then existing or subsequent breach thereof.
24. Merger Clause. These terms are intended by the parties as a complete, conclusive and final expression
of all the conditions of their Agreement. No other promises, statements, warranties, agreements or
understandings, oral or written, made before or at the signing thereof, shall be binding unless in writing and
signed by all parties and attached hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
authorized representatives.
CITY OF SALINA, KANSAS GREAT PLAINS ASSOCIATION OF
REALTORS, INC.
.� r
La Driscoll ame)
Community R Development Services Director It t rI 26
Attest: Awl, ota a'
Shandi Wicks, CMC, City Clerk
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