HomeMy WebLinkAboutDocumentation_Regular_Tab 07_4/13/2023Agenda Item #7.
Regular Council
STAFF MEMO
Meeting: Regular Council - Apr 13 2023
Staff Contact: Gus Medina, Police Chief Department: Police
Consider the Approval of a Donation of a 2023 Sea-Doo Fishpro Trophy Personal Watercraft from
BRPS US Inc.
The donor, BRPS US Inc., desires to donate to the Village of Tequesta's Police Department, one 2023
Sea-Doo Fishpro Trophy Personal Watercraft. This personal watercraft would be used by the Tequesta
Police Department to help promote water safety and responsible riding. The personal watercraft is
valued at $19,599.00.
This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-768-
0443.
PROJECT NAME: BUDGET: NA ENCUMBERED: NA
Proposed: Projected Remaining:
NA NA
PROJECTED TOTAL: NA
Staff recommends to pass
Sea Doo Backup
Page 140 of 556
Agenda Item #7.
Village of Tequesta
345 Tequesta Drive 561-768-0700
Tequesta, FL 33469 www.tequesta.org
DONATION PROGRAM APPLICATION
I wish to make the following donation to support the Village of Tequesta.
I understand that the final decisions on the acceptance, use, and/or placement of all donations
will be made in accordance with the Village's Donations Policy.
Donor Name: BRPS US Inc. Date: March 8, 2023
Address: 7300 Dallas Parkway City/State: Plano, TX 75024
Organization:
I Phone: 801-615-0275 Email: brayden.chase@brp.com
Item or Project to be Donated: 2023 Sea-Doo Fishpro Trophy personal watercraft
Reason for Donation: BRP US Inc. would like to support the Tequesta Police Department in its
efforts to promote on water safety and responsible riding.
Value of Donation: $19,599.00
1 Expected Village Cost/Responsibility: $ 0.00
Will the Village be expected to maintain donation in future/estimated cost of maintenance:
The Village of Tequesta will be expected to maintain the maintenance of the personal
watercraft such as; oil changes, electronics, trailer upkeep, etc.
Desired location, if applicable (please be specific): 357 Tequesta Drive Tequesta, Florida
33469
Please add an alternative location if the Village is unable to place the item in your first priority
location.
Expected Completion Date:
2023
Do you wish to be present when installed?
Recognition Plaque Wording (if applicable):
Donor Signature: Date:
iiii—
Date Approved: Approved by:
Village Council Approval: - Yes ❑ No
Meeting Date Approved:
Donor Notified of Disposition: ❑ By Phone ❑ By Letter ❑ In Person
I Date:
Completed by: T Date Completed:
Page 141 of 556
Agenda Item #7.
VILLAGE OF TEQUESTA
DONATION AGREEMENT FOR
2023 SEA-DOO FISH PRO TROPHY
THIS AGREEMENT FOR 2023 SEA-DOO FISHPRO TROPHY
is entered into and effective this 28th day February, 2023(the "Effective Date"), by and
between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices
located at 345 Tequesta Drive, Tequesta, Florida 33469, organized and existing in accordance
with the laws of the State of Florida, hereinafter the "Village"; and BRP US Inc. located at
7300 Dallas Parkway Plano Texas 75024, hereinafter the "Donor" and collectively with the
Village, the "Parties".
RECITALS
WHEREAS, the Village of Tequesta operates upon the waterways within the Village
located at 357 Tequesta Drive, Tequesta, Florida 33469; and
WHEREAS, the Donor desires to donate to the Village a 2023 Sea-Doo Fishpro
Trophy personal watercraft to operate on the Intercoastal Waterway, Alantic Ocean, and
other waterways at no cost to the Village for said personal watercraft, and the Village desires
to accept same from the Donor (the "Donation"); and
WHEREAS, the Parties desire to set forth the terms and conditions of the Donation in this
Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:
I. The Donation: The Donor agrees to donate to the Village, and the Village agrees
to accept from the Donor, all services, labor, materials, and equipment necessary for the
personal watercraft, at no cost to the Village and as is more particularly described in Exhibit "A"
attached hereto. In providing the Donation, the Donor shall satisfy all applicable federal, state,
and local laws and regulations.
2 Value of Donation: The Parties agree that a reasonable estimate of the total value
of the donation is as set forth in Exhibit "A". If the Donor elects to claim tax benefits associated
with the Donation, the Village agrees, upon request, to provide Donor reasonable written
verification of the Village's receipt of the Donation and the value thereof. The Village makes no
representations, warranties or guarantees relating to the tax implications of such Donation.
Page I Page 142 of 556
Agenda Item #7.
3 Maintenance and Inspection: The Donor and the Village agree that there shall
be no maintenance obligations associated with the Donation, by either party. The Donor and the
Village also agree that the Donor shall not be responsible for inspecting, repairing, or replacing
any future defects associated with the Donation.
4 Choice of Law and Venue: This Agreement shall be governed and construed in
accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should
any dispute arise with regard to this Agreement.
5. Binding Effect: This Agreement is binding on the Village, the Donor, and
their respective successors, assigns, and legal representatives.
6► Assignments: This Agreement shall not be assigned without the express written
consent of both Parties
7. Notices: Notice as required in the Agreement shall be considered sufficient
when sent by certified mail or hand delivered to the Parties during regular business hours at the
following addresses:
Village
Donor
Village of Tequesta
BRP US Inc.
345 Tequesta Drive
7300 Dallas Parkway Plano,
Tequesta, FL 33469
TX 75024
Attn: Jeremy Allen, Village Manager
a Entire Agreement: This three (3) page Agreement and Exhibit "A" constitute
the entire agreement between the parties; no modification shall be made to this Agreement unless
such modification is in writing, agreed to by both Parties and attached hereto as an addendum to
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on Page 3
below, on the date and year first above written.
Page 2
Page 143 of 556
Agenda Item #7.
WITNESSES:
ATTEST:
Lori McWilliams, MMC
Village Clerk
Representative of BRP US Inc.
VILLAGE OF TEQUESTA
By: Molly Young, Mayor
(Seal)
Page 3
Page 144 of 556
Agenda Item V.
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Page 145 of 556
Agenda Item #7.
4 ADVENTURE BY DESIGN
Tequesta Police Department
357 Tequesta Drive, Tequesta, FL 33469
Dear Tequesta Police Department,
Following submission of your Organization
We Ride Program", BRP US Inc. ("BRP")
accepted.
7300 Dallas Pkwy Al20
Plano, TX 75024
USA
""' brp.com
by Broward Motorsports Tequesta for the "Together
is glad to inform you your submission has been
What This Means
BRP will give you a MY23 Sea-Doo FishPro Trophy vehicle ("Product") to be used within your
organization and to help support your activities.
BRP's responsibility is limited to giving the Product. All maintenance, storage, transportation,
insurance and registration fees will be your responsibility.
You also have to keep the Product for at least two (2) years, after which, you will be able to resell
the Product.
What Do We Expect
We hope this Product will support your organization's activities. We expect from you that you
represent the BRP and Sea-Doo brands with care.
Social Media. We request that you will publish at least two time per year on your Facebook page,
containing an image and/or description of the Sea-Doo being used.
Publication. You allow BRP to publish video of the handoff and to publish the name of your
organization on its website and social media pages.
With BRP's authorization, you may be able to publish BRP or Can-Am's logo on your website. If
such authorization is given, it can be revoked by BRP at any time upon written notice.
Safety. BRP requires that you respect the following safety measures when using the Product:
- Always wear a personal flotation device (PFD)
- Always wear neoprene shorts
We also require you not to use the Product in connexion with illicit or illegal activities.
We expect that you will act as a brand ambassador and reflect BRP's values.
We hope this will support your activities and we wish you the best,
Page 146 of 556
Agenda Item V.
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SIGNATURE
BRP US INC.
Name
T
Name
Title
Title
Date
Date
Page 147 of 556
Agenda Item #7.
SPONSORSHIP AGREEMENT
This Sponsorship Agreement (the "Agreement") entered into as of March 15, 2023 (the "Effective Date")
by and between:
BRP US Inc., a Delaware corporation, having a place of business at 10101 Science Drive, Sturtevant, WI
53177, its parent, affiliates and subsidiaries (`BRP")
And
Tequesta Police Department, an American law enforcement agency, having an office at 357 Tequesta
Drive, Tequesta, FL 33469 ("Receiver")
RECITALS
WHEREAS BRP develops, manufactures, assembles, distributes and sells, notably, recreational
motorized products and is involved in a very competitive business;
WHEREAS, BRP, in its corporate social responsibility commitments, wishes to support the Receiver in its
Activities;
WHEREAS Receiver is a law enforcement agency engaging in the following activities: criminal
investigation, vehicle patrols, bicycle patrols, traffic enforcement, K-9 operations, and marine operations.
("Activities");
WHEREAS BRP, in reliance on Receiver's representations, is willing to sponsor Receiver, as an
independent organization on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the obligations herein made and undertaken, the parties covenant
and agree as follows:
1. TERM AND TERMINATION
1.1. Term. This Agreement shall commence as of the Effective Date and shall expire on
March 15, 2025 (the "Term") unless terminated at an earlier date in accordance with the terms
and conditions of this Agreement.
1.2. Termination. BRP may terminate this Agreement, with or without cause, upon fifteen (15)
days written notice to Receiver.
1.3. In the event of termination, Receiver shall not be entitled to recover any losses for
services not performed or other consequential or incidental damages. BRP shall thereafter have
no further liability or obligation to Receiver.
1.4. Upon termination of this Agreement for any reason, Receiver shall promptly return to BRP
all Loaned Units, copies of any BRP data, records, or materials of whatever nature or kind,
including all materials incorporating the proprietary information of BRP.
2. SPONSORSHIP DETAILS
2.1. Vehicle Giveaway. BRP will give to Receiver the vehicles identified in Exhibit "A" under
the terms and conditions identified in such Exhibit "A".
3. RECEIVER OBLIGATIONS
3.1. In consideration for the Sponsorship, Receiver shall provide BRP with the Services stated
in Exhibit "A" ("Services").
Page 148 of 556
Agenda Item V.
4. CONFIDENTIALITY
4.1. Receiver may have access to certain proprietary or confidential information of BRP or its
customers. Receiver agrees to hold such information in confidence and to use said information
only for its performance under the Agreement and not for any other purpose or disclosure to any
third party.
5. REPRESENTATIONS AND WARRANTIES
5.1. Receiver represents and warrants that Receiver complies with all applicable laws and
regulations and that Receiver's performance of its Activities does not and will not violate any
applicable law, rule, regulation or directive (including public health directives) neither any contract
with a third party.
5.2. Receiver, nor any of its employees or volunteers, shall not publicly criticize BRP, its
leaders and stakeholders or its products.
5.3. Receiver shall ensure that their mission is conducted in a manner that will reflect
favourably on BRP and its product's good name and reputation. Receiver expressly recognizes its
obligation to avoid in every way any discourteous, deceptive, misleading or unethical practice or
advertising that is or might be detrimental to BRP, its products or the public. Receiver agrees,
when notified by BRP of an objection to such practice or advertising, to immediately discontinue it.
5.4. The Receiver will not promote or advertise the products, image, name or photos of any
BRP competitor during the duration of the collaboration.
6. NO ANTI -SOCIAL ORGANIZATION OR ANTI -SOCIAL CONDUCT
6.1. Except when required by law or when other justifiable grounds exist, at no such time shall
Receiver, its affiliates and Representatives be an Anti -Social Group or engage in Anti -Social
Conduct.
6.2. The "Anti -Social Group" means
(i) any organization that promotes or is likely to promote violence or violent acts;
(ii) any member of such a group,
(iii) any person who is currently (or was formerly) associated with any such organization or the
member(s) thereof;
(iv) any organization or individual who has received (or is suspected of having received) and/or
conceals (or is suspected of concealing) proceeds arising from (either directly or indirectly)
criminal activity;
(v) any organization or individual involved in racketeering, blackmail or other similar criminal
acts;
(vi) corporate extortionist; or
(vii) any organization or individual acting in a manner similar to or analogous to the foregoing.
6.3. The "Anti -Social Conduct" herein means
(i) the making of violent demands or threats;
(ii) the making of unreasonable demands beyond those which may be made lawfully;
(iii) the use of intimidation (accompanied by the threat of violence or otherwise) in connection
with a transaction;
(iv) any action to slander the reputation of or interfere with the business of BRP or its affiliates
through fraud, the spreading of rumors or violent or forceful means; or
(v) any act similar to or analogous to the foregoing.
6.4. Receiver shall not make the Anti -Social Group to execute this Agreement under its name.
6.5. Breach of this Section shall be deemed as a material breach of this Agreement, and BRP
shall have the right to terminate this Agreement immediately in accordance with this Agreement
without prejudice to any rights and remedies it has at law or otherwise
Page 149 of 556
Agenda Item V.
7. USE OF TRADEMARKS, NAMES AND IMAGE
7.1. License to Use BRP Trademark. BRP hereby grants to Receiver a limited, revocable,
non-exclusive, non-sublicensable, non -transferable and royalty -free license to use BRP's "BRPO"
and "Sea-DooV Trademark in connection with its Activities. Receiver acknowledges that its right
to use the Trademark is strictly limited to such use as is contemplated by this Agreement and
inures to the benefit of BRP and not of Receiver.
7.2. Trademark Use. Any and all branding, Trademark use, advertising, or promotional
material, be it online, offline, issued or used by Receiver shall be in full conformity with all BRP
branding guidelines and policies, as may be updated from time to time.
7.3. Approval Of Content. Receiver shall submit to BRP any content featuring BRP's
trademarks or names for approval before its publication or communication to the public. BRP will
in its sole discretion, provide its written approval or rejection within ten (10) business days of
submission.
7.4. License to Use Receiver Trademark. Receiver hereby grants to BRP a limited,
revocable, non-exclusive, and royalty -free license to use its Trademark and tradename in
connection with its marketing and business activities, including, without limitation, in its social
media, websites, print media and advertising, reports and corporates reports. It is understood that
BRP's brands may also publish content containing the Receiver's Trademarks on their respective
channels.
7.5. Marketing Content. Receiver agrees that BRP has the right to require that Receiver
stops using any marketing or promotional content of any kind (including without limitation if BRP
believes such content is illegal, infringing, goes against any applicable BRP policy or could harm
BRP's reputation), either related to the Sponsorship Agreement or not. Receiver shall then cease
such use immediately or as scheduled if otherwise agreed upon with BRP.
7.6. License to Use Marketing Content. Receiver hereby grants to BRP, its affiliates and
subsidiaries the right to utilize content created by Receiver and using BRP's trademark for
marketing purposes. in whole or in part, by any and all means, media, devices, processes and
technology now or hereafter known or devised in perpetuity throughout the universes.
8. INDEMNIFICATION
8.1. Receiver shall defend, indemnify and hold harmless BRP, its parent, affiliates,
subsidiaries, and their respective officers, directors, employees, successors, assigns, insurers and
agents from and against any and all claims, demands, actions, liability, losses, damages, costs
and expenses, including reasonable attorneys' fees, arising out of or relating to:
(i) Breach of the standard of performance or any representations, warranties or obligations
under this Agreement by Receiver; or
(ii) Negligent acts or omissions or intentional misconduct by Receiver, its personnel, agents
and Subcontractors; or
(iii) Receiver's Activities or any portion thereof.
8.2. Notwithstanding anything contrary, BRP's aggregate and entire liability under or in relation
to this Agreement is limited to paying the Sponsorship Fee.
8.3. Notwithstanding anything otherwise contained in this Agreement or any of its attachments
or exhibits, Receiver's obligation to indemnify defend and hold BRP harmless is limited to the
amounts set forth in Sec. 768.28, Florida Statutes for the waiver of sovereign immunity, including
limits per person and per incident, including limits on attorney's fees, and including prohibitions on
punitive damages and pre -judgment interest. Nothing contained in this Agreement or any of its
attachments or exhibits shall be construed as a waiver of the Receiver's sovereign immunity
Page 150 of 556
Agenda Item V.
beyond such waiver limits; nor shall anything contained in this Agreement or any of its
attachments or exhibits shall be construed as the Receiver's consent to be sued by third parties.
8.4. Receiver's obligations under this Section shall survive the termination of this Agreement
for any reason. BRP agrees to give Receiver prompt notice of any such claim, demand, or action
and shall, to the extent BRP is not adversely affected, cooperate fully with Receiver in the defense
and settlement thereof.
9. MISCELLANEOUS
9.1. Tax Forms. Receiver shall provide BRP with all relevant documentation or forms which
may be required by BRP to fulfil its tax obligations.
9.2. Assignment. Receiver shall not assign, transfer, or subcontract this Agreement or any of
its obligations hereunder without the prior written consent of BRP.
9.3. Independent Contractors. The parties are and shall be independent contractors to one
another, and nothing herein shall be deemed to cause this Agreement to create an agency,
partnership, or joint venture between the parties.
9.4. Insurance. Receiver shall maintain a general liability coverage, combined in standard
commercial general liability ("CGL") policies with personal injury ("PI") coverage, that insures the
following offenses in connection with the insured's advertising of its goods or services: libel,
slander, invasion of privacy, copyright infringement, and misappropriation of advertising ideas.
9.5. Force Majeure. Neither party shall be liable for any delay, failure to perform, or failure to
perform any obligation under this Agreement due to an event of Force Majeure. "Force Majeure"
includes war, cyber attack, act of God or natural disaster (e.g., fire, earthquake or flood), or
governmental action not due to the fault of the party (e.g., embargo).
9.6. Remedies. All remedies available to either party for one or more breaches by the other
party are and shall be deemed cumulative and may be exercised separately or concurrently
without waiver of any other remedies. The failure of either party to act on a breach of this
Agreement by the other shall not be deemed a waiver of such breach or a waiver of future
breaches, unless such waiver shall be in writing and signed by the party against whom
enforcement is sought.
9.7. Compliance. Receiver shall comply with all laws and regulations applicable to its
activities.
9.8. Notices. Any notice or communication required or permitted hereunder must be in writing
and shall be delivered by hand, email or by registered or certified mail, postage prepaid to the
following addresses or as otherwise designated by a party via notice pursuant to this section.
Notices are effective upon receipt.
Notices to BRP shall be sent to: Notices to Receiver shall be sent to:
7300 Dallas Pkwy, Plano, TX 75024 Tequesta Police Department
Attn: Karine Desrosiers 357 Tequesta Drive, Tequesta, FL 33469
Title: Director of N.A. Retail Operations Email: gmedina(cDteguesta.org
Email: karine.desrosiers@brp.com
With a copy to: donations@brp.com
9.9. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto
and supersedes all prior representations, proposals, discussions, and communications, whether
verbally or in writing.
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Agenda Item V.
9.10. Amendments. This Agreement may be modified only in writing and shall be enforceable
in accordance with its terms when signed by both parties.
9.11. Headings. All headings of the sections and subsections of this Agreement are inserted
for convenience only and shall not affect any construction or interpretation of this Agreement.
9.12. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together will constitute one and the same
instrument. A signature of a party emailed back as an electronic file (PDF) shall constitute an
original for all purposes.
9.13. Survival. All the Parties' obligations of confidentiality, indemnification, representations
and warranties set out in this Agreement as well as the provisions which, by the nature of the
rights or obligations might reasonably be expected to survive, will survive the expiry or termination
of this Agreement, in addition to any other provisions which survive by operation of law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives, on the date and year first above written.
BRP US INC.
Signature
Name
Title
Date
Tequesta Police Department
Signature
Name
Title
Date
Page 152 of 556
Agenda Item V.
Exhibit "A"
Sponsorship Details
This Exhibit "A" is in reference to the Agreement entered between the parties on March 15 (the
"Agreement").
10. Gifted Unit(s).
10.1. During the Term of the Agreement, BRP shall give Receiver the following Gifted Unit(s)
(collectively, the "Gifted Unit(s)"):
(i) One (1) MY22 Sea-Doo FishPro PWC Product having a value of $19,599 USD.
10.2. Receiver shall be responsible for all repairs of the Gifted Unit(s). The Gifted Unit(s) will be
covered by the limited warranty for commercial use statement accompanying the Gifted
Unit(s).
10.3. Receiver shall keep possession of the Gifted Unit(s) for the Term of the Agreement. After the
end of the Term, Receiver may keep or sell the Gifted Unit(s), as the Receiver chooses.
11. Unit
11.1. Units Shipping. Receiver shall manage an allowance of up to $0 USD for shipping of Units to
accommodate adventures with wounded veterans.
11.2. Unit(s). The Loaned Unit(s) together with the Gifted Unit(s) shall be referred to as the "Unit(s)"
12. Receiver Obligations -Services
Receiver shall provide BRP with the following:
12.1. Social Deliverables. Receiver shall make the following posts promoting BRP's Can -Am 3-
Wheel Products lineup. The content and timing of such Social Posts shall be mutually agreed
upon by the parties hereto.
(i) Post at least two (2) time per year on Receiver's own Facebook page, containing an image
or description of the Sea-Doo being used.
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