HomeMy WebLinkAboutMarketing Arm, The - 2010 07 01 SPONSORSHIP AGREEMENIA
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THIS AGREEMENT ( "Agreement) is entered into on this / — day of Juke, 010 (the "Effective Date") by and between City of Winter Springs
with an address at 1126 E State Road 434, Winter Springs, FL 32708 ( "Company") and The Marketing Arm., with an address at 1999 Bryan Street, Suite
1900, Dallas, TX 75201for the benefit of its client 7- Eleven, Inc. ( "7- Eleven") (collectively "USMP").
NOW, THEREFORE, for and in consideration of the promises and mutual covenants herein set forth and for other good and valuable
consideration, it is agreed as follows:
1. The Event
The Company agrees to produce an event on July 4, 2010, from 5:00 pm to 9:30 pm, at Central Winds Park In Winter Springs, Florida
called "Celebration of Freedom" ( "Event").
2. Fees
In consideration of the rights extended to USMP by Company hereunder, and upon receipt of proper invoice, USMP agrees to pay
Company $1,000.00. In the event the Event is cancelled due to inclement weather or any other force majeure event, Company agrees to
refund a pro rata portion of the fee. Company acknowledges that USMP is acting as an agent on behalf of its client, 7- Eleven, a
disclosed principal. USMP will only be liable to Company for the cost of the goods and services purchased and other obligations to
Company hereunder to the extent it has been paid by 7- Eleven for any amount payable to Company. For amounts not paid to USMP
by 7- Eleven, Company will seek payment solely from 7- Eleven (and not from USMP).
3. Benefits
USMP shall receive the following benefits:
a. 7- Eleven will be listed as a Signature Event Sponsor.
b. 7- Eleven's name and/or logo will listed in Event's print advertising
c. A commercial for 7- Eleven to be read during the Event from the stage
d. 7- Eleven listed in the Online City Newsletter for the Event
e. Preferential parking passes (4)
f. Vendor exhibit space for Promotional trailer and tent space
g. Hospitality Tent Passes (4)
4. Use of Event Name and Logo
USMP will be allowed to use the Event name and logo in promotional materials and advertising approved in writing and in advance by
Company as of the Effective Date of this Agreement. Company represents and warrants it will only use 7- Eleven's names, logo,
trademarks, service marks or symbols ( "7- Eleven Marks ") in connection with the services described herein. Further, any use of the 7-
Eleven Marks must receive prior written approval from USMP.
5. Representations
The parties represent and warrant that each of them has the full power and authority to enter into this Agreement, grant the rights
granted herein and the performance of this Agreement will not violate any other agreement or obligation of such party.
6. Liability for Breach and /or Negligence and Indemnify; Insurance
a. USMP will be liable and will defend, indemnify and hold Company and its parents, subsidiaries, affiliates and employees
harmless from, any and all claims, charges, liens, causes of actions, demands, costs, liabilities, damages, and expenses (including,
but not limited to, reasonable attorneys' fees), sustained by Company to the extent arising from USMP's (including its officers,
directors, agents and employees) negligence or willful misconduct, and/or any material breach of USMP's obligations under this
Agreement or breach of any representations as contained herein.
b. To the fullest extent permitted by applicable law, Company shall and does agree to defend, Indemnify, protect, and hold
harmless USMP, 7- Eleven and respective officers, directors, shareholders, employees and agents (collectively, "Indemnitees ") from
and against all claims, damages, losses, liens, causes of action, suits, judgments and expenses, including reasonable attorney's fees
and disbursements, of any nature, kind or description of any person or entity, directly or indirectly arising out of, caused by, or
resulting from, in whole or in part, during the Event produced hereunder, or any part thereof, by any act or omission of Company, any
subcontractor, anyone directly or indirectly employed by them, or anyone that they control or exercise control over (collectively,
"Liabilities "). The only Liabilities with respect to which Company's obligation to indemnify the Indemnitees does not apply is with
respect to Liabilities resulting from the sole negligence or willful misconduct of an Indemnitee. USMP shall promptly advise Company
in writing of any action, administrative or legal proceeding or investigation as to which this indemnification may apply, and Company,
at Company's expense, shall assume on behalf of USMP (and any other Indemnitees) the defense thereof; provided, however, that
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USMP shall have the right, at its option, to be represented therein by advisory counsel at its own selection and at its own expense.
This indemnification shall not be limited to damages, compensation or benefits payable under insurance policies, workers'
compensation acts, disability benefit acts or other employee benefit acts.
c. Without limiting any liability of obligation under this Agreement, USMP shall maintain at their own expense (t) commercial general
liability insurance written on an occurrence policy form with an insurance company licensed to do business in the United States with a
minimum A.M. Best rating of A -, Financial Size category Vlil or greater. Such insurance shall provide for minimum limits of
US$1,000,000 per occurrence and US$2,000,000 in the aggregate, including coverage for contractual indemnification obligations and
(it) workers' compensation insurance as prescribed by the laws of jurisdiction in which Services are to be performed or where the
employee lives or was hired and employer's liability insurance with limits not less than US$1,000,000 each accident, US$1,000,000
disease each employee and US$1,000,000 disease policy limit.
d. Company shall maintain at its sole expense during the term of this Agreement the following minimum limits of coverage:
Workers' Compensation: Part One (Work. Comp.) - Statutory
Part Two (Employers Liab.) - $1 million
Commercial General Liability, including Products /Completed Operations, Independent Contractors and Contractual Liability insuring
the contractual indemnification obligations with limits of $2 million combined single limit for bodily injury/property damage.
Waiver of Subrogation - Company waives any and all rights and claims it may have against the Indemnitees for losses covered under
Company's insurance policies, and waives any and all rights of subrogation against the Indemnitees by its insurers.
Evidence of Insurance - Prior to the Event, Company shall provide USMP with a certificate of insurance evidencing the above
insurance coverages. USMP shall be given at least thirty (30) days written notice prior to any policy cancellation or material change in
coverage.
All certificates issued in support of the above requirements must have positive statements that the specific coverages of Company are
primary and not excess over any other valid and collectible insurance, nor are they contributory by any other insurance maintained by
the Indemnitees.
7. Force Majeure; Limitation of Liability
Neither party shall be liable for any failure of or delay in the performance of their respective obligations under this Agreement to the
extent such failure or delay is due to events of force majeure, including without limitation, acts of nature or acts of a public enemy,
fires, floods, wars, terrorism, civil disturbances, sabotage, accidents, insurrections, blockades, embargos, storms, explosions, labor
disputes and/or acts of any governmental body, and other circumstances beyond a party's reasonable control, nor shall any such
failure or delay give the other party the right to terminate this Agreement. Each party shall use its best efforts to minimize the duration
and consequences of any failure of or delay in performance resulting from force majeure.
8. Assignment
Neither party hereto may assign this Agreement, or any part hereof, to any unaffiliated third party without prior, written consent of the
other party.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties, and supersedes any prior agreements or understandings,
written or verbal, concerning the subject master hereof. No modification of or addition to the Agreement will be effective unless
evidenced by a writing signed by the parties hereto. This Agreement may be executed in counterparts.
In Witness whereof, the parties hereto have caused this Agreement to be executed as of the date first written above:
The Marketing Arm Inc,, City of Winter SO; s �.
for the benefit of its client 7- Eleven, inc. f
By: / � By: �. T
and ;Ste
Title: ('U, <2. Title: Actin* Mane.er
Date: ?/7/7d
Date: '7/5/ 0
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