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HomeMy WebLinkAboutAgreement_General_4/13/2023_BRP US Village of Tequesta 345 Tequesta Drive s61-768-0700 Tequesta, FL 33469 www.te-quL-sti.org =r 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, Phone: 801-615-0275 Ernail: bra den,chase@Ear .corn Item or Project to be Donated: 2023 Sera-Doo Fishpro Trophy personzI watercraft Reason for Donation: BRP U5 Inc. would like to support the Tequesta Police Department in its efforts to promote on grater safety and resporisible riding. Value of Donation: $19,599.00 1 Expected Village Cast Res onslbilit : $ 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; [ail changes, electronics,trailer upkeep, etc. Desired location, if applicable (please be specific): 357 Tequesta Drive Tequesta, Florida 33469 Please acid an alternative location if the Village is unable to place the item in your first priority location. Expected Completion Date: March Do you wish to be present when installed? Yes 2023 Recognition Plaque Wording (if applicable): Donor Signature: Date: May 15,2023 pate Approved: Approved by; 'tillage Council Approval; 'Yes El No Meeting Date Approved: donor Notified of Disposition' ❑ By Phone ❑ Ry Letter ❑ In Person Date: Com letaed 6 Date Completed: 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: 1. 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 1 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. Q 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. S Binding Effect: This Agreement is binding on the Village, the Donor, and their respective successors, assigns, and legal representatives. G Assip-nments: 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 Park,,ti-ay Plano, Tequesta, FL 33469 TX 75024 Attn: Jeremy Allen, Village Manager 8 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 WITNESSES- Jeff Proctor wm.m, kepi se■ta£ive of RRP US Inc. VILLAGE OFTEQUEST ATTEST: B &|0l) Y . », a>Or ^0 F z 0K \ EOE McWilliams, M M r Jam, .§ Village Clerk } SEAL -( \ 1NCOBRORA ED } F4 [$C 1 .__m Page 3 r HSHRO 1 POPH 1 �4; �s; �:�adoa4�l�ckicr� . . 'h �1. Cc��d:^���f�haPc�sCaPtmQatl�wdlaQe{��IIu'. 4 4 i I f i�Nrk cdoitseUrgWisS 1 '. d e, `I 0e eiE&e fetiresfitp4dlf Fho�git mein i i e: e, d r, CH i 73C+O Dallas P"Al�2Q Plwio,TX 7bO2d USA •••brp.eorn ARVERTURE Br DE5XSR Tequesta Police Department 357 Tequesta Drive, Tequesta, FL 33469 Dear Tequesta Police Department, Following submission of your Organization by Bro and Motorsports Tecluesta for the "Together We Ride Program", BRP US Inc. {"BRP") is glad to inform you your submission has been accepted. What This Means 8RP will give you a MY23 Bea-rocs FishPro Trophy vehicle ("Product") to he 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 activilies. 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 an your Facebook page, containing an image and/or doscription of the Sea-Doo tieing used. Publications. You allow BRP to publish video of the handofF and to publish the name of your organization an its website and social media pages. With BR,P'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 aspect 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, rase 1 SIGNATURE BRP US INC. VP GM NORTH AMERICS May 16,2023 Name Ti9e Date T cyla"lor Name CAI j �WO� Title M&I Dale 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"). 4. CONFiDENTiALITY 4.1, Deceiver 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 er}sure 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- S. NO ANTI-SOCIAL ORGANIZATION OR A14TI-SOCIAL CONDUCT 6_1, Except vdhen required by law or when other justifiable grounds exist, at no such tune shall Receiver, its affiliates anti Representatives be an Anti-Social Group or engage in Anti-Social Conduct. 6.2. The"Anti-Social Group" means (i) airy 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 (car 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 manger similar to or analogous to the foregoing. 6.3. The"Anti-Social Conduct" herein means (i) the making of violent demands or threats; (i1) 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. 6A. Receiver shall not make the Anti-Social Group to execute this Agreement Linder 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 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 "BRP®" and "Sea-DooW 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. 72. 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 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's, demand, or action and shall, to tho extent 13RP is not adversely affected, cooperate fully with Receiver in the defense and settlement thereof. . M1SM-LANEOUS 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, partoersttip,or joint venture between the parties. 9.4. Insurance. Receiver shall maintain a general liability coverage, combiners 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 goads or services: libel, slander, invasion of privacy, copyright infringement, and misappropriation of advertising ideas. 95. Farce 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 attacf , 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 far 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. Deceiver shall comply with all laws and regulations applicable to its activities. 9.8, Notices. Any notice or communication required or pormitted 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: 7309 Dallas Pkwwy, Plano, TX 75024 Te,questa Police Department Attn: Karine Desrosiers 357 Tequesta Drive, 7equesta, FL 33469 Title: Director of N.A. Retail Operations Email; gmedina(c-6teguesta_org Email: karine_desrosiersbrp.com With a copy to : donationsbrp.corn 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. 9.10. Amendrnen#s. 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 converiience only and shall riot 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 Agreemert 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. Tequeste '+ 4 18:10 Eo77 Signature Signature Jeff Proctor I) Name � Name VP GM NORTH AMERICS Title Title May 16,2023 q ` Gate Gate 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)"); (1) 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.