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4.7 SR 04-19-2021Request for Action To Item Number Mayor and Ci T Council 4.7 Agenda Section Meeting Date Prepared by Consent April 19, 2021 Cal Portner, City Administrator Item Description Reviewed by Recreation Facilities Sponsorship Agreements — Reviewed by The Bank of Elk River, Metal Craft Action Requested Approve, by motion, recreation facility sponsorship agreements with The Bank of Elk River and Metal Craft. Background/Discussion The City Council engaged FrontBurner Sports and Entertainment to craft a marketing plan and solicit naming rights and marketing partnerships for the multipurpose facility. To date, FrontBurner Sports had secured agreements with Furniture and Things as the official facility naming partner, Serrano Brothers Catering for the cafe operations and catering services, and Cornerstone Automotive for Arena One. As Chris Potenza of FrontBurner met with other local business leaders, he found an interest in multi -facility marketing opportunities. The Bank of Elk River and Metal Craft have agreed to support our efforts through marketing their business at the Furniture and Things Community Event Center, Lion John Weicht Park, and the Youth Athletic Complex. Financial Impact Funds received for the addition of dasher boards and outfield fences will be split evenly between the Facility Fund and Park Improvement Fund. The Bank of Elk River also has an option for marketing the ice resurfacer machines when the current agreements expire. Those funds will be retained in the Facility Fund. Mission/Policy/Goal The Elk River Vision Attachments • Bank of Elk River Agreement • Metal Craft Agreement The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires pi ospei l_ y. M TUREJ Updated.• August 2020 ELK RIVER MULTI -PURPOSE FACILITY SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") is made as of this 3rd day of November, 2020 (the "Effective Date"), by and between and among the CITY OF ELK RIVER, a Minnesota municipal corporation ("City"), and The Bank of Elk River, a Minnesota corporation ("Sponsor"). The following recitals form the basis for this Agreement and are made a part hereof. RECITALS A. The City of Elk River owns the Elk River multipurpose facility ("Facility") with a street address of 1000 School Street, Elk River, MN 55330. B. Sponsor is a financial institution with the intent of sponsoring certain facilities and/or spaces within the Facility. C. The City and Sponsor enter into this Agreement whereby in exchange for Sponsor's agreement to make initial and annually recurring Contributions (as hereinafter defined) to the City for deposit divided equally in the Facility Fund and Park Improvement Fund, the City agrees to grant to Sponsor certain sponsorship recognition rights and assets for the Facility, as set forth and agreed to in this Agreement. D. Other than the sponsorship rights, the City is not giving Sponsor anything of value for the Contributions. AGREEMENT NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL PROMISES AND CONSIDERATIONS SET FORTH BELOW, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND SPONSOR AGREE AS FOLLOWS: Article I Sponsorship Rights and Assets 1. Facility Signage and Related Sponsorship Rights and Assets. a. Sponsor shall be a secondary sponsor of the Facility and will be permitted the sponsor signage and assets as listed in Exhibit A. b. The City will fabricate and install the signage and related sponsorship rights and assets and will own, maintain and replace (if required due to normal wear and tear) them during the term of this Agreement. C. The City and Sponsor will work together to develop a signage package and a budget for the signage and additional sponsorship rights and assets. The City will pay for the initial fabrication and installation of the signage and additional assets. d. Sponsor will be responsible for any future costs for signage or other Sponsorship assets related to a request by Sponsor to modify or change the name or logo of the Sponsor. Article II Contribution Sponsor hereby agrees to make an initial contribution ("Contribution") to the City of eight thousand dollars ($8,000.00) payable in full on the Effective Date of this Agreement. Thereafter, on or before each annual anniversary of the Effective Date, each year during the term of this Agreement, Sponsor shall make an annual contribution of eight thousand dollars ($8,000.00) in year two (2) and ($9,000.00) in years three (3), four (4), and five (5). Article III Relationship of Parties; No Property Interest l . Relationship of the Parties. Under this Agreement, the parties shall at all times be acting and performing as independent contractors. Nothing contained in this Agreement shall be construed to create a joint venture, principal and agent, or any similar legal or equitable relationship between the parties. Neither parry shall have or exercise any control or direction over the methods by which the other parry provides services contemplated by this Agreement. Nothing in this Agreement shall be construed to give Sponsor any control over or responsibility for operation of the Facility. 2. No Property Interest. Nothing in this Agreement shall be construed as granting to Sponsor any property interest in any City -owned property. The City maintains all of its rights as the fee owner of the Facility and all improvements thereon on behalf of itself and the public. Article IV Term and Termination 1. Fixed Term. The Term of this Agreement shall commence on the Effective Date and remain in effect for a period of five (5) years, until the fifth anniversary of the Effective Date (the "Expiration Date"). 2. Early Termination. a. Early Termination for Cause. Either parry may terminate this Agreement for good cause shown. The terminating party shall give a written "Notice of Intent to Terminate" the Agreement. The Notice of Intent to Terminate the Agreement shall set forth the reason(s) for termination of the Agreement, and shall allow for a "Cure Period" during which time the non -terminating parry shall have the opportunity to cure the purported breach or default. If either parry fails to cure and Good Cause continues to exist following the applicable cure period, the other parry shall be entitled to terminate the Agreement or seek specific performance, and in any event, may sue for damages. In any action for damages under this Agreement, neither parry shall be liable or responsible under any circumstances for consequential, incidental, indirect lost profit, or punitive damages of any kind. 2 b. "Good cause" for the City to terminate includes, but is not limited to, the following: Any material breach of the terms, conditions, and obligations of this Agreement by Sponsor; ii. Failure by Sponsor to deliver the contributions provided for in Article II hereof, or any other required payment as set forth herein; iii. Any crime by Sponsor or any principal or owner of Sponsor that causes Sponsor to come into disrepute in the greater Elk River Area; iv. Occurrence of insolvency or bankruptcy of Sponsor, or upon the general assignment by Sponsor for the benefit of creditors, or upon the consent of Sponsor to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; or V. Occurrence of a Transfer Event which the City has not consented to, as provided in Article VI of this Agreement. C. "Good cause" for Sponsor to terminate includes, but is not limited to, the following: Any material breach of the terms, conditions, and obligations of this Agreement by the City; 3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, City shall have the right to remove all signs, logos, and marks in all locations throughout the Facility. Article V Indemnification; Insurance 1. Indemnification. Without a waiver of the City's statutory immunities pursuant to Minnesota Statutes Chapter 466 or other applicable law, each party agrees to defend, hold harmless and indemnify the other Parry against any and all claims, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys' fees and costs) asserted against, imposed upon, or incurred by the other Parry that arises out of, or in connection with, the Party's default under or failure to perform any contractual or other obligations, commitment, or undertaking under this Agreement, or any other act or omission of a Party or its employees, agents, or representatives to the extent allowed by the law. Each Parry further agrees that it shall be responsible for its own acts and results thereof to the extent authorized by law, and shall not be responsible for the acts of the other Party and results thereof. The provision of this Article shall survive the termination of the Agreement with respect to any claim, action, or proceeding that relates to acts or omissions during the term of this Agreement. 2. Insurance. The City shall maintain such insurance as is customarily maintained by owners of comparable facilities. 3 Article VI Assignment 1. The City shall be free to assign any of its rights or obligations under this Agreement to any successor in interest to the City -owned property. 2. In the event Sponsor shall propose to undergo a change in control, sell, assign, merge, reorganize, consolidate, or otherwise dispose of its business (any of the foregoing being a "Transfer Event"), Sponsor shall notify the City of such fact within thirty (30) days prior to such proposed Transfer Event. The notice shall state whether the Transfer Event will or could affect the exercise of Sponsor's rights hereunder. 3. If, as a result of the Transfer Event, Sponsor would not be the holder of rights under this Agreement, or Sponsor is not the successor in the Transfer Event, then the City's written consent to the Transfer Event shall be required. If the City consents, the successor in the Transfer Event shall assume all of the obligations of Sponsor under this Agreement and shall have all of the rights and obligations of Sponsor under this Agreement. 4. In the event that a proposed Transfer Event will result in a Sponsor whose business conflicts with a sponsorship agreement the City has with respect to the Facility, or a company whose business practices could be detrimental to the public image or reputation of the City or the Facility, in the sole discretion of the City, then the City shall have the right to terminate this Agreement by written notification within sixty (60) days after receiving notice of such proposed Transfer Event. In the event of such termination, Sponsor shall be obligated to pay all funds contemplated by this Agreement to be due and payable through the Expiration Date. 5. No Transfer Event shall relieve Sponsor and any successor entity from being jointly and severally liable for payment and performance of all obligations of Sponsor under this Agreement if the City does not exercise its right of termination as provided in Section VI(4). Article VII Notices All notices hereunder by either Party to the other shall be in writing. All notices, demands, or requests shall be deemed given when mailed, postage prepaid, registered or certified mail, return receipt requested. If to the City: If to Sponsor: City Administrator City of Elk River 13065 Orono Parkway Elk River, MN 55330 M Article VIII General Provisions l . Amendments. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated, except by a written instrument signed by the Parties hereto. 2. Interpretation of Agreement. The captions preceding the articles and sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope of intent of any provision of this Agreement. Unless otherwise provided herein, whenever the consent of the City is required to be obtained, the City may give or withhold such consent in its sole and absolute discretion. 3. Severability. If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 4. Attorneys' Fees. In the event of a dispute regarding any provision of this Agreement, the Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other Party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to judgment), including without limitation, court costs and attorneys' fees. 5. Time of Essence. Time is of the essence with respect to all provisions of this Agreement in which a definite time for performance is specified including, but not limited to, the expiration of the term. 6. Cumulative Remedies. All rights and remedies of either party hereto set forth in this Agreement shall be cumulative, except as may otherwise be provided herein. 7. Survival of Indemnities. Termination of this Agreement shall not affect the right of the City or Sponsor to enforce any and all indemnities and representations and warranties given or made to the other Party under this Agreement, nor shall it affect any provision of this Agreement that expressly states it shall survive termination hereof. 8. Entire Agreement; Exhibits. This Agreement, including exhibits, shall constitute the entire agreement of the Parties. Any and all prior agreements or understandings of the Parties shall, upon execution of this Agreement, be null and void. 9. Waiver. Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof. The waiver of any term or condition shall not be construed as a waiver of any other term or condition of this Agreement. b. The failure of either Party to give notice or demand strict performance by the other of any of the terms, obligations, covenants or conditions set forth herein shall not be construed as a waiver or relinquishment of the other Party's right to seek a remedy for or demand strict performance of said terms, obligations, covenants and conditions. The failure to terminate this Agreement for default shall not constitute a waiver of any remedies the non -defaulting Parry would otherwise be entitled to demand. d. All waivers shall be done in writing to be valid. 10. Force Majeure. If the performance by any Parry of any obligation set forth in this Agreement (other than the payment of money) is prevented by an act of God, force majeure or similar contingency or unexpected event beyond the control of any Parry, such occurrence shall be considered a valid excuse for non-performance or delay in the performance of the obligations hereunder. 11. Compliance with Laws. In performing its obligations under this Agreement, each Parry will comply with all local ordinances, state and federal statutes, orders, by-laws, regulations, and other laws of any applicable governmental entity or agency. 12. Costs and Expenses. Each Parry must pay its own legal costs and expenses for the negotiation, preparation, and execution of this Agreement. 13. Governing Law and Jurisdiction. Any and all matters in dispute between the Parties arising from or relating to this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota and the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the state or federal courts located in Sherburne County, State of Minnesota. 14. Section Headings. Section headings are for reference purposes only and are not intended to create substantive rights or obligations. 0 IN WITNESS WHEREOF, the parties have executed this agreement to be effective on the Effective Date noted above. City of Elk River John J. Dietz, Mayor Tina Allard, City Clerk Sponsor By 9:�.� `Sc:! of� ice President, Director of Marketing & Communications in 7 Exhibit A Sponsorship Signage and Assets SIGNAGE: • Two (2) 3' x 8' dasher board signs displayed on each of the two ice rinks located within the facility. One (1) 6' 8" x 9' outfield wall sign displayed on the main/varsity field at Lion John Weicht Park. • One (1) 7' x 9' field sign displayed at the Youth Athletic Complex baseball field 41. ICE RESURFACER: Sponsor will receive first option to purchase signage on the two (2) existing ice resurfacers beginning in year three (3) of this agreement at an investment of $4,500 per year, per resurfacer. This option must be exercised at least within thirty (30) days before the second anniversary date of this agreement. This signage will consist of a branded wrap and the minimum term shall be three (3) years. ELK RIVER MULTIPURPOSE FACILITY SPONSORSHIP AGREEMENT THIS SPONSORSHIP AGREEMENT ("Agreement") is made as of this 1st day of May 2021 (the "Effective Date"), by and between and among the CITY OF ELK RIVER, a Minnesota municipal corporation ("City"), and Metal Craft, a Minnesota corporation ("Sponsor"). The following recitals form the basis for this Agreement and are made a part hereof. RECITALS A. The City of Elk River owns the Elk River multipurpose facility ("Facility") with a street address of 1000 School Street, Elk River, MN 55330. B. Sponsor is a machine and engineering company with a street address of 13760 Business Center Drive NW, Elk River, MN 55330. C. The City and Sponsor enter into this Agreement whereby in exchange for Sponsor's agreement to make initial and annually recurring Contributions (as hereinafter defined) to the City for deposit equally into the Facility Fund and the Park Improvement Fund, the City agrees to grant to Sponsor certain sponsorship recognition rights and assets for the Facility, as set forth and agreed to in this Agreement. D. Other than the sponsorship rights, the City is not giving Sponsor anything of value for the Contributions. AGREEMENT NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS, THE MUTUAL PROMISES AND CONSIDERATIONS SET FORTH BELOW, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE CITY AND SPONSOR AGREE AS FOLLOWS: Article I Sponsorship Rights and Assets 1. Facility Signage and Related Sponsorship Rights and Assets. a. Sponsor shall be a secondary sponsor of the Facility and will be permitted the sponsor signage and assets as listed in Exhibit A. b. The City will fabricate and install the signage and related sponsorship rights and assets and will own, maintain and replace (if required due to normal wear and tear) them during the term of this Agreement. C. The City and Sponsor will work together to develop a signage package and a budget for the signage and additional sponsorship rights and assets. The City will pay for the initial fabrication and installation of the signage and additional assets. d. Sponsor will be responsible for any future costs for signage or other Sponsorship assets related to a request by Sponsor to modify or change the name or logo of the Sponsor. Article II Contribution Sponsor hereby agrees to make an initial contribution ("Contribution") to the City of seven thousand five hundred dollars ($7,500.00) payable in full on the Effective Date of this Agreement. Thereafter, on or before each annual anniversary of the Effective Date, each year during the term of this Agreement, Sponsor shall make an annual contribution of seven thousand five hundred dollars ($7,600.00) in years two (2), three (3), four (4), and five (5). Article III Relationship of Parties; No Property Interest I . Relationship of the Parties. Under this Agreement, the parties shall at all times be acting and performing as independent contractors. Nothing contained in this Agreement shall be construed to create a joint venture, principal, and agent, or any similar legal or equitable relationship between the parties. Neither parry shall have or exercise any control or direction over the methods by which the other parry provides services contemplated by this Agreement. Nothing in this Agreement shall be construed to give Sponsor any control over or responsibility for operation of the Facility. 2. No Property Interest. Nothing in this Agreement shall be construed as granting to Sponsor any property interest in any City -owned property. The City maintains all its rights as the fee owner of the Facility and all improvements thereon on behalf of itself and the public. Article IV Term and Termination I. Fixed Term. The Term of this Agreement shall commence on the Effective Date and remain in effect for a period of five (5) years, until the fifth anniversary of the Effective Date (the "Expiration Date"). 2. Early Termination. a. Early Termination for Cause. Either parry may terminate this Agreement for good cause shown. The terminating parry shall give a written "Notice of Intent to Terminate" the Agreement. The Notice of Intent to Terminate the Agreement shall set forth the reason(s) for termination of the Agreement and shall allow for a "Cure Period" during which time the non -terminating parry shall have the opportunity to cure the purported breach or default. If either party fails to cure and Good Cause continues to exist following the applicable cure period, the other parry shall be entitled to terminate the Agreement or seek specific performance, and in any event, may sue for damages. In any action for damages under this Agreement, neither parry shall be liable or responsible under any circumstances for consequential, incidental, indirect lost profit, or punitive damages of any kind. 2 b. "Good cause" for the City to terminate includes, but is not limited to, the following: Any material breach of the terms, conditions, and obligations of this Agreement by Sponsor; ii. Failure by Sponsor to deliver the contributions provided for in Article II hereof, or any other required payment as set forth herein; iii. Any crime by Sponsor or any principal or owner of Sponsor that causes Sponsor to come into disrepute in the greater Elk River Area; iv. Occurrence of insolvency or bankruptcy of Sponsor, or upon the general assignment by Sponsor for the benefit of creditors, or upon the consent of Sponsor to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; or V. Occurrence of a Transfer Event which the City has not consented to, as provided in Article VI of this Agreement. C. "Good cause" for Sponsor to terminate includes, but is not limited to, the following: Any material breach of the terms, conditions, and obligations of this Agreement by the City; 3. Removal of Signs, Logos, and Marks. Upon termination or expiration of this Agreement, City shall have the right to remove all signs, logos, and marks in all locations throughout the Facility. Article V Indemnification; Insurance 1. Indemnification. Without a waiver of the City's statutory immunities pursuant to Minnesota Statutes Chapter 466 or other applicable law, each parry agrees to defend, hold harmless and indemnify the other Parry against any and all claims, liabilities, damages, judgments, costs, and expenses (including reasonable attorneys' fees and costs) asserted against, imposed upon, or incurred by the other Parry that arises out of, or in connection with, the Parry's default under or failure to perform any contractual or other obligations, commitment, or undertaking under this Agreement, or any other act or omission of a Parry or its employees, agents, or representatives to the extent allowed by the law. Each Parry further agrees that it shall be responsible for its own acts and results thereof to the extent authorized by law, and shall not be responsible for the acts of the other Parry and results thereof. The provision of this Article shall survive the termination of the Agreement with respect to any claim, action, or proceeding that relates to acts or omissions during the term of this Agreement. 2. Insurance. The City shall maintain such insurance as is customarily maintained by owners of comparable facilities. 3 Article VI Assignment 1. The City shall be free to assign any of its rights or obligations under this Agreement to any successor in interest to the City -owned property. 2. In the event Sponsor shall propose to undergo a change in control, sell, assign, merge, reorganize, consolidate, or otherwise dispose of its business (any of the foregoing being a "Transfer Event"), Sponsor shall notify the City of such fact within thirty (30) days prior to such proposed Transfer Event. The notice shall state whether the Transfer Event will or could affect the exercise of Sponsor's rights hereunder. 3. If, as a result of the Transfer Event, Sponsor would not be the holder of rights under this Agreement, or Sponsor is not the successor in the Transfer Event, then the City's written consent to the Transfer Event shall be required. If the City consents, the successor in the Transfer Event shall assume all of the obligations of Sponsor under this Agreement and shall have all of the rights and obligations of Sponsor under this Agreement. 4. In the event that a proposed Transfer Event will result in a Sponsor whose business conflicts with a sponsorship agreement the City has with respect to the Facility, or a company whose business practices could be detrimental to the public image or reputation of the City or the Facility, in the sole discretion of the City, then the City shall have the right to terminate this Agreement by written notification within sixty (60) days after receiving notice of such proposed Transfer Event. In the event of such termination, Sponsor shall be obligated to pay all funds contemplated by this Agreement to be due and payable through the Expiration Date. 5. No Transfer Event shall relieve Sponsor and any successor entity from being jointly and severally liable for payment and performance of all obligations of Sponsor under this Agreement if the City does not exercise its right of termination as provided in Section VI(4). Article VII Notices All notices hereunder by either Parry to the other shall be in writing. All notices, demands, or requests shall be deemed given when mailed, postage prepaid, registered or certified mail, return receipt requested. If to the City: City Administrator City of Elk River 13065 Orono Parkway Elk River, MN 55330 If to Sponsor: Trisha Mowry Metal Craft 13760 Business Center Drive NW Elk River, MN 55330 11 Article VIII General Provisions l . Amendments. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged, or terminated, except by a written instrument signed by the Parties hereto. 2. Interpretation of Agreement. The captions preceding the articles and sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope of intent of any provision of this Agreement. Unless otherwise provided herein, whenever the consent of the City is required to be obtained, the City may give or withhold such consent in its sole and absolute discretion. 3. Severability. If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 4. Attorneys' Fees. In the event of a dispute regarding any provision of this Agreement, the Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other Party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to judgment), including without limitation, court costs and attorneys' fees. 5. Time of Essence. Time is of the essence with respect to all provisions of this Agreement in which a definite time for performance is specified including, but not limited to, the expiration of the term. 6. Cumulative Remedies. All rights and remedies of either party hereto set forth in this Agreement shall be cumulative, except as may otherwise be provided herein. 7. Survival of Indemnities. Termination of this Agreement shall not affect the right of the City or Sponsor to enforce any and all indemnities and representations and warranties given or made to the other Party under this Agreement, nor shall it affect any provision of this Agreement that expressly states it shall survive termination hereof. 8. Entire Agreement; Exhibits. This Agreement, including exhibits, shall constitute the entire agreement of the Parties. Any and all prior agreements or understandings of the Parties shall, upon execution of this Agreement, be null and void. 9. Waiver. a. Any term or condition of this Agreement may be waived at any time by the Parry entitled to the benefit thereof. The waiver of any term or condition shall not be construed as a waiver of any other term or condition of this Agreement. b. The failure of either Parry to give notice or demand strict performance by the other of any of the terms, obligations, covenants or conditions set forth herein shall not be construed as a waiver or relinquishment of the other Parry's right to seek a 5 remedy for or demand strict performance of said terms, obligations, covenants and conditions. C. The failure to terminate this Agreement for default shall not constitute a waiver of any remedies the non -defaulting Parry would otherwise be entitled to demand. d. All waivers shall be done in writing to be valid. 10. Force Majeure. If the performance by any Parry of any obligation set forth in this Agreement (other than the payment of money) is prevented by an act of God, force majeure or similar contingency or unexpected event beyond the control of any Parry, such occurrence shall be considered a valid excuse for non-performance or delay in the performance of the obligations hereunder. 11. Compliance with Laws. In performing its obligations under this Agreement, each Parry will comply with all local ordinances, state and federal statutes, orders, by-laws, regulations, and other laws of any applicable governmental entity or agency. 12. Costs and Expenses. Each Parry must pay its own legal costs and expenses for the negotiation, preparation, and execution of this Agreement. 13. Governing Law and Jurisdiction. Any and all matters in dispute between the Parties arising from or relating to this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Minnesota and the exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the state or federal courts located in Sherburne County, State of Minnesota. 14. Section Headings. Section headings are for reference purposes only and are not intended to create substantive rights or obligations. 701 IN WITNESS WHEREOF, the parties have executed this agreement to be effective on the Effective Date noted above. City of Elk River :1 John J. Dietz, Mayor Tina Allard, City Clerk Sponsor in In 7 Exhibit A Sponsorship Signage and Assets SIGNAGE: One (1) 3' x 8' dasher board sign displayed on each of the two ice rinks located within the facility. • Inclusion of Metal Craft messaging in a rotation of advertisers displayed on facility display boards located in the first -floor lobby of the facility. One (1) 6' 8" x 9' outfield wall sign displayed on the main/varsity field at Lion John Weicht Park. 0 One (1) 7' x 9' field sign displayed at the Youth Athletic Complex baseball field 41.