Advertising Agreement (CON22-0234) – City of Langford / REMAX Promotions Inc. / Pacific Sports FC Inc.

ADVERTISEMENT AND TERM

1. Subject to the terms and conditions of this Agreement, and based on the representations and warranties herein contained, the City hereby agrees the Advertiser may erect an advertisement advertising the Advertiser’s business to the Stadium, to the specifications and locations identified in Schedule “A” (the “Advertisement”);

2. This Agreement shall continue and be of full force and effect from the Effective Date for a term of three (3) years (the “Term”), unless extended by written agreement or unless terminated sooner pursuant to the terms of this Agreement.

RELATIONSHIP OF PARTIES

3. The parties acknowledge and agree that nothing contained in this Agreement shall: a. Constitute or be deemed to constitute a partnership or agency relationship between the parties; or
   b. Authorize a party to undertake or incur any obligation on behalf of another party, unless expressly permitted to do so in accordance with this Agreement.

PURCHASE PRICE AND ALLOCATION

4. As consideration for the Advertisement, the Advertiser shall pay to the City the total price of forty thousand dollars ($40,000.00) (the “Purchase Price”), plus applicable taxes, to be paid in equal annual installments (each, an “Installment Payment”) on or before the first day of January each year.

5. The Purchase Price shall be apportioned as follows, as per section 10(a)(ii) in the Stadium Use Agreement CON19-0045 between the City and PFC:
   a. Eighty-five percent (85%) to PFC;
   b. Fifteen percent (15%) to the City.

6. The Installment Payments shall be paid and satisfied by way of cheque made payable to the City.

PAYMENT OF COSTS OF ADVERTISING

7. The Advertiser and PFC will share equally all costs associated with the production of the physical advertising including but not limited to the design work, replacement and installation costs of the Advertisement.

8. The City shall have no obligation to pay any costs associated with the Advertisement.

9. The Advertiser shall be responsible for all costs to maintain and/or replace the Advertisement throughout the duration of the Term.

10. Upon the last day of the Term, or upon earlier termination of this Agreement, the Advertiser will pay to the City any amounts required to return the Stadium to its original condition. The Advertiser will pay such amounts to the City within thirty (30) days of receipt of an invoice.

ADVERTISEMENT REQUIREMENTS

11. The Advertisement shall comply with the following requirements:
    a. No structural changes shall be made to the Stadium without the express, written permission of the City;
    b. All Advertising material shall comply with applicable enactments;
    c. No tobacco, cannabis or political messaging shall be included in the Advertisement;
    d. The Advertisement shall comply with the City’s community standards, in the City’s sole reasonable discretion.

REPRESENTATIONS AND WARRANTIES OF ADVERTISER

12. The Advertiser represents and warrants as follows:
    a. The Advertiser is a corporation duly incorporated, validly existing and in good standing under the laws of British Columbia with respect to the filing of annual reports, and has the power and capacity to enter into this Agreement and carry out its terms to the full extent;
    b. The execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by the Advertiser, and this Agreement constitutes a legal, valid and binding obligation of the Advertiser;
    c. To the best of its knowledge, the Advertisement does not violate
    i. Any copyright, patent, trademark, or other proprietary right of a third party or
    ii. Any applicable law, regulation or non-proprietary right of a third party;
    d. Neither the execution and delivery of this Agreement nor the Advertisement contemplated by this Agreement will:
    i. Violate any of the terms and provisions of the notice of articles or articles of the Advertiser, or any order, decree, statute, by-law, regulation, covenant or restriction applicable to the Advertiser;
    ii. Be in violation of any agreement to which the Advertiser is a party or give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Advertiser or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Stadium;
    e. The Advertiser is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

13. All representations, warranties, covenants and agreements made by the Advertiser in this Agreement or under this Agreement shall, unless otherwise expressly stated, survive the closing of this Agreement.

INSURANCE

14. The Advertiser agrees to obtain and maintain at its sole expense general liability insurance in an amount not less than $5,000,000.00 per occurrence, and the insurance policy shall:
    a. Name the City of Langford as additional insured;
    b. Include that the City is protected notwithstanding any act, neglect, or misrepresentation by the Advertiser which might otherwise result in an avoidance of a claim and that such policies are not affected or invalidated by any act, omission or negligence of any third party which is not within the knowledge or control of the insured;
    c. Be issued by an insurance company entitled to carry on the business of insurance under the laws of British Columbia with a financial credit rating of “A” or better;
    d. Be primary and non-contributing with respect to any policies carried by the City and that any coverage carried by the City is in excess coverage;
    e. Not be cancelled or materially modified without the insurer providing the City with thirty (30) days written notice stating when such cancellation is to be effective or identifying the modification;
    f. Be maintained for a period of twelve (12) months after this Agreement is terminated;
    g. Include a cross liability clause such that the City and the Advertiser are each insured as if each had purchased the policy of insurance; and
    h. Be on other terms acceptable to the City, acting reasonably.

15. The Advertiser will promptly provide the City with certificates of insurance confirming the insurance requirements under this Agreement are met upon the execution of this Agreement and thereafter upon demand by the City, including evidence of any material amendment to the policy.

16. If the Advertiser fails to maintain insurance as required by this Agreement, the City in its sole discretion may, after fourteen (14) days’ notice to the Advertiser, obtain such insurance in whole or in part. If the City obtains such insurance, the Advertiser shall reimburse the City for the cost of that insurance plus a fifteen percent (15%) administration fee, within fifteen (15) days of receiving a written invoice from the City. For clarity, the City has no obligation to obtain any insurance required to be maintained by the Advertiser.

TERMINATION

17. This Agreement is a fixed term agreement, and the Advertiser shall not have the right to terminate this Agreement for any reason other than breach of contract.

18. In addition to any other remedies available to the City, the City may at its option, immediately terminate this Agreement upon the occurrence of any of the following:
    a. A breach of any provision of this Agreement;
    b. Fraudulent acts;
    c. Deceitful business dealings;
    d. Theft, embezzlement or misappropriation of funds; or
    e. The Advertiser being convicted of a criminal offence involving violence, fraud, deceit, theft or moral turpitude.

19. In the event that this Agreement is terminated in accordance with section 17, the Advertiser shall immediately remove the Advertisement, at its sole cost, and neither the Advertiser nor PFC shall have any right of action against the City.

FREEDOM OF INFORMATION AND PROTECTION OF PRIVACY

20. The parties acknowledge that the City is subject to the Freedom of Information and Protection of Privacy Act (FOIPPA), and that the City may be legally obligated to disclose to a person parts, or all, of this Agreement and any documents legally connected to this Agreement, and that the authority of the City to refuse to disclose a record containing third party confidential information is limited as set out in section 21 of FOIPPA. If either of the parties considers that information supplied by it to the City in connection with this Agreement is confidential information that should not be disclosed to a person making a request under FOIPPA, that party shall identify this information to the City, indicate that the information is supplied in confidence, and refer to FOIPPA and section 21 of FOIPPA in this regard. The parties acknowledge and agree that the City may be required to disclose information even where that party stipulates that such information is supplied in confidence. The parties acknowledge and agree that any information included in this Agreement including in the schedules to this Agreement are not supplied in confidence.

INDEMNITY AND LIABILITY

21. The Parties undertake and agree to defend and indemnify and hold the City harmless from and against any and all claims, demands, suits, losses, costs, legal fees (including on a solicitor and own client basis), damages and expenses that the City may sustain or incur by reason of:
    a. Any breach of this Agreement by any of the parties or persons from whom that party is at law responsible; and
    b. The acts or omissions of the party or any person for whom that party is at law responsible, in performing their obligations under this Agreement, including any damage to any and all persons or property, whether deliberate, accidental or through negligence.

22. In no event will the City be liable to the Advertiser for any lost profits or any form of special, incidental, indirect, consequential or punitive damages of any kind (whether or not foreseeable), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if the City is informed in advance of the possibility of such damages.

NOTICE

23. Any notice, designation, communication, request, demand or other document required or permitted to be given or sent or delivered hereunder to any party hereto shall be in writing and shall be sufficiently given or sent or delivered if it is delivered personally to such party, sent to the party entitled to receive it by registered mail, postage prepaid, mailed in Canada or sent by facsimile transmission or email. If the parties agree that email is to be the method of delivery of notice, designation, communication, request, demand or other document, required or permitted to be given or sent or delivered hereunder, the party sending the email must request and maintain record of a delivery receipt to confirm that the email was sent to the correct email address.

Notices shall be sent to the following addresses, facsimile numbers, phone number or email addresses:

(Addresses for notices are those listed in the BETWEEN section above.)

GENERAL

24. Nothing in this Agreement exempts the Advertiser from complying with all applicable laws, including all municipal bylaws, or from obtaining all required permits and licenses relating to the Advertisement or the installation of the Advertisement.

25. The parties may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the express written consent of the City, and any attempted assignment of this Agreement without such consent will be null and void.

26. The parties acknowledge and agree that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, has done so to the extent desired and has read and understood all of the terms and provisions of this Agreement.

27. No amendment or modification to this Agreement will become effective unless the amendment or modification has been reduced to writing and agreed to by all parties.

28. The schedules of this Agreement are an integral part of the Agreement as if set out at length in the body of the Agreement.

29. This Agreement shall be governed by and construed in according with the laws of the Province of British Columbia and the laws of Canada as applicable therein.

30. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

31. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no oral or written warranties, representations, conditions or other agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein. No waiver of any provision of this agreement shall be deemed or shall constitute a waiver of any other provision not otherwise expressly provided.

32. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

33. The terms of sections 17 through 21 shall survive the termination of this Agreement for any reason, including termination as a result of a breach by any party.

34. Time is of the essence.

35. This Agreement may be signed in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. This Agreement may be signed and delivered by facsimile and/or electronic mail and in such event shall have the same force and effect as if originally signed and delivered.

INTENTIONALLY LEFT BLANK. SIGNATURES TO FOLLOW.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.

THE CITY OF LANGFORD

Mayor

Corporate Officer

REMAX PROMOTIONS INC.

Per:
Position:

Per:
Position:

PACIFIC FC INC.

Per:
Position:

Per:
Position:

SCHEDULE A

Description / Specifications

• Approx 9’
• 6’
• 72”
• 57”
• Channel Shape
• 57” x 72” Channel Shape Logo
• Printed Vinyl Graphic
• Matte Laminate
• White Plastic Substrate
• 5” Black Returns
• Non-Illuminated

Contact / Vendor:

• Phone 1-877-388-3993
• Fax 388-3973
• www.triadsign.com
• 560 Alpha St. Victoria, B.C. V8Z 1B2
• Established 1992

Additional details:

• DESCRIPTION: This artwork is protected by copyright.
• File: REMAX - Starlight Arena
• Render featuring Channel Shape logo installed onto the side of the building facing the arena pitch. Existing EMC may be expanded larger in the future.
• Date: 16/11/2022
• Page: 1 of 1
• Drawn By: Mathew Greenway
• EMC
• Quote: $4000