AG 20-085 - Simmons Mesothelioma FoundationRETURN TO:
EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
. ORIGINATING DEPT./DIV:
ORIGINATING STAFF PERSON: Trisha Plucknett
EXT: 6921
3. DATE REQ. BY:
TYPE OF DOCUMENT (CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL
9 OTHER Miles for Meso Sponsorship Agreement
PROJECT NAME: MILES FOR MESO EVENT SPONSORSHIP AGREEMENT
NAME OF CONTRACTOR: Simmons Mesothelioma Foundation
ADDRESS: SHC Foundation One Court Street, Alton, IL 62002 TELEPHONE
E-MAIL: FAX:
SIGNATURE NAME: ROCIerLewis TITLE BoardPresident
EXHIBITS AND ATTACHMENTS: it SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS
TERM: COMMENCEMENT DATE: upon execution
COMPLETION DATE: 7/412020
TOTAL COMPENSATION $ NIA (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 10YES ONO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDE
❑ PURCHASING: PLEASE CHARGE TO: NIA
0. DOCUMENT/CONTRACT REVIEW
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
❑ LAW
1. COUNCIL APPROVAL (IF APPLICABLE)
2. CONTRACT SIGNATURE ROUTING
INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
COMMITTEE APPROVAL DATE: NSA COUNCIL APPROVAL DATE: NIA
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: 7/1/2020
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE
(Include dept. support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.)
❑ LAW DEPARTMENT
❑ SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK
❑ ASSIGNED AG#
INITIAL / DATE SIGNED
AG# NIA n�Q S
;OMMENTS:
;an you please review the attached agreement and letter for the Miles for Meso 5k sponsorship through the Mesothelioma Foundation? Please let me know if it is ok for us to sign and send back.
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
SHC FOUNDATION
MILES FOR MESO EVENT SPONSORSHIP AGREEMENT
This Agreement, effective as of June 22, 2020 , governs the relationship between
Leif Ellsworth, the City of Federal Way Community Center (the "Sponsor") and the
SHC Foundation (the "Foundation") with respect to the Miles for Meso WA Memorial 5K
Virtual event (the "Event") which is scheduled to occur on July 4, 2020 in
Federal Way, Washington
A. The Sponsor Agrees to:
1. Donate all funds raised through the event (net of reasonable expenses) to the donee or
donees that are reflected in Schedule A to this Agreement, each of which the Sponsor has
confirmed qualifies for U.S. federal income taxation under Internal Revenue Code
Section 501(c)(3) (each such entity a "Donee"). Any change to Schedule A is subject to
the prior written approval of the Foundation. Proof of the completion of the donation to
the Donee that is reasonably satisfactory to the Foundation must be provided by the
Sponsor to the Foundation within 30 days after the Event.
2. Facilitate race sign up and donations via www.rutisignup.coni. The event this year will
be virtual, with no assigned route and will not be actively staffed. All times are to be
self-reported by participants.
3. Make educational information concerning Mesothelioma provided by the Foundation
widely available at the Event as reasonably agreed by Sponsor and the Foundation.
4. Maintain an umbrella insurance policy in place and in effect on the date of the Event with a
minimum coverage of $1,000,000, as provided by the Washington Cities Insurance
Authority. Foundation will be indemnified and held harmless for any claim relating to the
Event.
5. Provide the Foundation with the names, addresses and emails of all participants so that
the Foundation may conduct periodic cause -related outreach with the participants.
6. Share photos, videos and other media content derived from the Event with the
Foundation on a non-exclusive, royalty -free, perpetual basis for use in the Foundation's
website and other publicity materials.
7. Subject to Section B.2. below, accept full responsibility for all expenses of the Event.
8. Conduct financial accounting and reconciling in accordance with guidelines provided by
the Foundation, including, but not limited to, number of participants, amounts raised, and
expenses incurred.
9. Comply with all applicable federal, state and local laws and regulations that govern the
Event.
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
B. The Foundation Agrees to:
1. Promote the Event on the website www.niilesfonneso.oM.
2. Reimburse up to $1,000 in expenses incurred by the Sponsor in hosting the Event.
Examples of expenses that are subject to reimbursement include race day food and
beverage, permits, race bibs, and race day ambulance fees. In order to qualify for
reimbursement, a proposed expense must be approved in advance by the Foundation (except
for ambulance fees and similar unexpected expenses, which the Foundation may approve for
reimbursement without advance approval). Except as provided in the prior sentence, all
expenses not approved in advance by the Foundation will be the responsibility of the
Sponsor.
3. Pay for up to 350 T-shirts for the Event on a reimbursement basis not to exceed $10 per
shirt with proof of receipt. Sponsor agrees to display the "Miles for Meso presented by"
logo on the front of the T-shirts. Sponsor may customize the back of the T-shirts with
acknowledgments of local sponsors for the Event, provided, however, that no
acknowledgment may constitute "advertising" within the meaning of Treasury
Regulation section 1.513-4(c)(2)(v).
4. Provide a non-exclusive, non -transferable, royalty -free license to use the trademarks, service
marks logos, and trade name of "Miles for Meso" (the "Foundation Marks") in the United
States for the purpose of promoting the Event. The Foundation retains all ownership of the
trademarks, service marks logos, and trade name of the Foundation and the Foundation
Marks and all rights not expressly granted herein to the Sponsor are hereby reserved by the
Foundation. All uses of the Foundation Marks by the Sponsor are subject to the
Foundation's prior written approval, and Sponsor agrees to submit samples of all material
using the Foundation Marks, including material produced by its advertisers and promoters,
to the Foundation for its approval, and the Foundation shall have no fewer than five (5)
business days to approve or disapprove such material. The appropriate Foundation Marks to
be used by Sponsor in connection with the Event are contained in Attachment A. Sponsor
acknowledges the Foundation's exclusive right, title, and interest in and to the Foundation
Marks, and shall not at any time do or cause to be done any act or thing contesting or in any
way impairing or intending to impair any part of such right, title, and interest. Sponsor agrees
to not in any manner represent that it has any ownership in the Foundation Marks. Further,
Sponsor acknowledges that use of the Foundation Marks shall not create in its favor any right,
title or interest in or to the Foundation Marks other than those expressly described in this
Agreement, and that except solely as described herein all uses of the Foundation Marks shall
inure solely to the benefit of the Foundation. For the avoidance of doubt, Sponsor
acknowledges that it is not authorized to sell, assign, license, sublicense or otherwise
transfer any rights in the Foundation Marks to any third party, or to reproduce the
Foundation Marks in any manner, except as expressly authorized herein. Within 30 calendar
days after the completion of the Event (unless extended by the Foundation in its sole
discretion), or upon the earlier termination of this Agreement for any reason or in any manner,
Sponsor shall immediately cease and desist from all use of the Foundation Marks; shall deliver
to the Foundation all materials which are then held by Sponsor containing or referring to the
Foundation Marks; and shall at no time adopt or use, without the Foundation's prior written
consent, any name, word or mark which is so similar to the Foundation Marks so as to cause
confusion with the Foundation Marks.
2
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
C. Other Terms
This Agreement shall be construed in accordance with and governed by the internal laws
of the State of Washington. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under law, but if any provision
of this Agreement is held to be prohibited by or invalid under law, such provision shall
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement. Any disputes arising out of or related in any way to this
Agreement, its performance or breach, including but not limited to actions seeking
equitable relief, and any action required (if any is required) to enforce the Foundation's
rights under Section C.2., shall be brought exclusively in, and the parties to this
Agreement hereby consent to submit to the personal jurisdiction of, the courts of the state
of Washington located in King County, Washington, or the United States District Court
for the Western District of Washington. At the election of either party, any such dispute
may instead be adjudicated through binding arbitration with a single arbitrator
reasonably satisfactory to both parties under the rules and auspices of the American
ArbitrationAssociation in Seattle, Washington or Chicago, Illinois, provided that either
party, their attorneys, or witnesses may appear or testify telephonically or by video
conference. The substantially prevailing party shall be entitled any costs, including
reasonable attorney's fees, incurred in any process described in this Section C.1 to
enforce its rights hereunder.
Sponsor will indemnify, defend and hold harmless the Foundation, its officers, directors,
employees and agents, against any third -party claims and all resulting liabilities, losses
and costs (including reasonable attorneys' fees) arising out of. (a) any negligence, willful
misconduct or breach of this Agreement by Sponsor which (if curable) is not cured
within 15 calendar days after notice of such event, (b) any claim by any Event participant
relating to the Event lodged against any Event organizer or sponsor (including the
Sponsor).
3. All notices under this Agreement shall be in writing and directed to person(s) and
address identified for such party below. Notices shall be deemed effective upon receipt.
Either party may change such notice information by written notice to the other in
accordance with this Section.
For the Foundation:
Roger Lewis, Board President
SHC Foundation
One Court Street
Alton, Illinois 62002
For Sponsor:
Leif Ellsworth
Recreation Manager
876S.333 d Street
Federal Way, WA 98003
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
4. Both parties understand and agree that no partnership, joint venture or agency
relationship is created by this Agreement. Each party shall be conclusively deemed to be
an independent contractor and not under the control or supervision of the other.
5. This Agreement may only be modified or amended by the written agreement of both
parties. The waiver or failure of either party to enforce any provision of this Agreement
shall not prevent such party from subsequent enforcement of that provision.
6. This Agreement sets forth the entire agreement and understanding between the parties
relating to the subjects covered herein, and supersedes and merges all prior discussions
and agreements among them. No representations of any kind have been made and no
understanding or agreement has been made other than as set forth herein. This
Agreement is for the benefit of Sponsor and the Foundation only and will not be deemed
to create any right of, or liability to, any third party (including any Donee).
7. The parties acknowledge that records generated in accordance with this Agreement may
be public records and subject to public disclosure under Washington law. This
Agreement may be executed in counterparts; with electronic or scanned signatures
having the same legal effect as originals
SIGNATURES ON FOLLOWING PAGE
0
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
The SHC Foundation
BY:
FOUS$gncd by:
8GA72FAA15.,.
Roger Lewis, Board President
Miles for Meso WA Memorial 5K Run/Walk
BY:
E❑ocuStBnad by:
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72A684379EAUF9...
Leif Ellsworth, Recreation Manager
5
7/1/2020
Date
7/1/2020
Date
DocuSign Envelope ID: C4651399-07EF-4D3D-8784-AFC375688364
SCHEDULE A
Approved Donee(s)
The Mesothelioma Applied Research Foundation
Miles for Meso Presented By Logo
miles meso
)RESENTED BY SIMMONS HANLY CONROY
A NATIONAL LAW FIRM
ON