INDEPENDENCE EVENTS CENTER CORPORATE SPONSOR PARTNERSHIP AGREEMENT

Transcription

1 INDEPENDENCE EVENTS CENTER CORPORATE SPONSOR PARTNERSHIP AGREEMENT This Naming Rights Agreement for the Community Ice Arena at the Independence Events Center, ("IEC"), is entered into effective as of the day of, 2009 by and between the Centerpoint Medical Center of Independence, LLC, d/b/a/centerpoint Medical Center, ("Corporate Sponsor"); and the City of Independence, Missouri, ("City"). RECITALS: A. The City of Independence, Missouri owns the Independence Events Center, ("IEC"), which is operated by Global of Independence, LLC ( Global ) with Global Entertainment Marketing Systems, ("GEMS"), serving as Sales Agent for the IEC. B. Corporate Sponsor wishes to advertise market, sell, distribute or otherwise promote its products and services through one or more IEC advertising programs and the IEC is willing to grant to Corporate Sponsor certain rights and privileges for that purpose, upon and subject to the terms and conditions hereinafter set forth. NOW THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows: 1. Grant of Advertising Rights: On and subject to the terms and conditions contained herein, the IEC hereby grants to the Corporate Sponsor the rights set forth on Schedule A and Schedule B attached hereto and incorporated herein by this reference (the "Corporate Sponsor Partnership Rights"): (A) (B) All Corporate Sponsor advertising copy, camera-ready artwork or film, scripts, recordings and other promotional materials (collectively, the "Promotional Materials") used at the IEC are subject to the prior approval of the City, such approval not to be unreasonably withheld. Corporate Sponsor shall, at its sole cost, from time to time throughout the Term, deliver to GEMS, examples of the Promotional Materials, which Corporate Sponsor proposes for use at the IEC. Production costs associated with Promotional Materials will be at the sole expense of Corporate Sponsor. Once Corporate Sponsor's PROMOTIONAL MATERIALS are approved and produced for use at the IEC, Global is responsible for the costs associated with the creation, maintenance, repair and replacement of the Corporate Sponsor approved signage described on Schedules A and B displayed at the IEC, except any replacement of approved signage associated with a change in Corporate 10/30/09 1

2 Sponsor's layout or LOGO shall be at Corporate Sponsor's expense. Corporate Sponsor shall have the right to approve the materials used to create its signage, provided the approval shall not be unreasonably withheld, shall not involve compliance with applicable codes and regulations and shall reflect on standards incorporated into the original signage package. (C) (D) (E) Global, as an operating expense of the IEC, will obtain and maintain all necessary permits and approvals for the installation and display of the Corporate Sponsor's signage at the IEC. It is the intent of Corporate Sponsor and the City that the advertising on the Corporate Sponsor's signage be maintained in a first class manner, and without unnecessary wear and tear or deterioration in appearance. Therefore, when City reasonably determines that repair or replacement is warranted, Global shall, as an operating expense of the IEC and after consultation with Corporate Sponsor, either (i) repair, repaint or otherwise improve the existing Corporate Sponsor signage, as necessary, to maintain its first class appearance, or (ii) replace with the same or new Promotional Materials submitted and produced by Corporate Sponsor and approved by City. Upon Corporate Sponsor's written request, and at Corporate Sponsor's expense, any Corporate Sponsor signage may be replaced to display a new design or LOGO, subject to City's prior written approval of any proposed change in signage or LOGO. Notwithstanding the foregoing, if there would otherwise be an expense pursuant to section 1(c) herein, then such expense may be used to offset Corporate Sponsor s expense for replacing signage with a new design or LOGO. Corporate Sponsor shall be considered the Official Health Care Sponsor of the Independence Events Center. Corporate Sponsor shall have complete exclusivity at the IEC in the hospital/medical facility and service category. The category will disallow any competitor s fixed signage or other marketing opportunities within the IEC. Exceptions may be approved by Corporate Sponsor. This exclusivity will not include the following categories: ambulance, insurance, and pharmaceutical/drugs. 2. Liabilities of Corporate Sponsor: On and subject to the terms and conditions contained herein the Corporate Sponsor hereby agrees to the responsibilities set forth in Schedule C attached hereto and incorporated herein by this reference (Corporate Sponsor Liabilities). 3. Consideration for Advertising Rights: In consideration of the Advertising Rights, Corporate Sponsor agrees to pay, grant and perform, and the IEC shall be entitled to the payment, grant and performance by the Corporate Sponsor of, the fees, rights and obligations, in the amounts and on the terms, set forth on the Attached Schedule D herein by this reference (Corporate Sponsor Partnership Agreement Payment Terms). 10/30/09 2

3 4. Term: The term of this Agreement shall commence on the later of the execution of this agreement or October 1, 2009, and shall terminate at 11:59 p.m. on the later of September 30, 2019, or ten (10) years following the commencement, unless sooner terminated in accordance with the provisions hereof, or renewed and extended for an additional ten year period as hereinafter provided. Provided Corporate Sponsor is not in default under this Agreement, Corporate Sponsor shall have the first right, privilege and option to extend the term of this Agreement for an additional ten (10) years at which time an increase of up to seventeen percent (17%) may take place, by providing City written notice of at least one (1) year, and not more than eighteen months, prior to the expiration of the initial term of this Agreement. Corporate Sponsor shall have the option to terminate its sponsorship as of September 30, 2016, provided the City is notified by September 30, Promotional Materials: All copy, artwork, scripts, recordings and other promotional materials shall be subject to the approval of the City prior to their use in or in connection with the IEC. The City may prohibit the use of any such promotional materials hereunder if, in its sole opinion, such materials contain objectionable matter of any nature. All costs associated with the production of artwork, advertising copy, transparencies, signage and any other materials of the Corporate Sponsor are included in the price stated to the Corporate Sponsor. Corporate Sponsor shall, at its sole cost, deliver to the City all advertising copy, camera-ready artwork or film needed for the development of signage and other promotional materials. Any changes to the signage and promotional material after the initial development will be at the sole cost of the Corporate Sponsor. 6. Force Majeure: Any delay, interruption, diminution or failure, in whole or in part, in the providing of the rights granted herein due to power blackout, war, riot, insurrection, state of emergency, labor disputes, strike, boycott, governmental condemnation, fire, flood, accident, electrical failure, storm, act of God or any cause beyond the control of the City shall not constitute a breach of the Agreement, and the City shall not be responsible or liable for any damages to the Corporate Sponsor as result thereof and Corporate Sponsor will not be obligated to make payments for periods of time when the rights granted herein are not available. 7. Reservation of Rights: (A) Corporate Sponsor's trade names, trademarks, service marks, logos, designs, identifications, decals, artwork and other symbols and devises relating to Corporate Sponsor or its products or services and utilized in connection with the exercise of the rights granted to Corporate Sponsor hereunder ("Corporate Sponsor Property") shall remain the property of the Corporate Sponsor. Any and all rights to the Corporate Sponsor Property arising under trademark or copyright law or otherwise relating to such items will inure to the benefit of the Corporate Sponsor. Except as expressly provided 10/30/09 3

4 herein, the City, GEMS and Global are not licensed or otherwise authorized to use in any way Corporate Sponsor Property and no use by the City, GEMS or Global of Corporate Sponsor Property may be undertaken without Corporate Sponsor s prior written consent as the manner of presentation on content of the use. (B) The trade names, trademarks, service marks, logos, designs, identification, decals, artwork and other symbols and devises associated with the IEC ("IEC Property") will remain the property of the City. Any and all rights to the IEC Property arising under trademark or copyright law or otherwise relating to such items will inure to the benefit of the City. The right to use the IEC's property, as permitted under this Agreement is non-assignable, nonexclusive, and non-transferable by Corporate Sponsor. Except as expressly provided herein, Corporate Sponsor is not licensed or otherwise authorized to use in any way IEC's Property and no use by Corporate Sponsor of the IEC's Property may be undertaken without the City's prior written consent as to the manner of presentation and content of the use. In addition, use of the IEC's Property may, in some instances, be subject to the written approval. 8. Use of Property: (A) Corporate Sponsor hereby grants to the City the right to use Corporate Sponsor Property in conjunction with the implementation of this Agreement. Corporate Sponsor will have the opportunity to review and approve all uses of Corporate Sponsor Property by the City. Upon termination of this Agreement, the City will cease using Corporate Sponsor Property and as soon as practicable, will cause any Corporate Sponsor signage to be painted over, covered or removed. (B) The City hereby grants to Corporate Sponsor the right to use the IEC Property in conjunction with the implementation of this Agreement. The City will have the opportunity to review and approve all uses of the IEC Property by Corporate Sponsor. Upon termination of the Agreement, Corporate Sponsor will cease using the IEC Property. 9. Indemnification: (A) Corporate Sponsor agrees to defend, indemnify and hold harmless the City, Global and GEMS, their respective officials, members, manager, partners, directors, officers, employees, agents, customer, distributors and assigns, from any suit, cost, loss, damage or expense (including reasonable attorney's fees) arising from any claim by any party resulting from any of the following: (a) the pictorial or word content of any advertising or promotional materials provided by or on behalf of Corporate Sponsor, or (b) any product or service offered or provided by Corporate Sponsor, or (c) the negligent or other wrongful acts or omissions of Corporate Sponsor, its officers, employees or agents, in connection with this 10/30/09 4

5 Agreement, or (d) the default by Corporate Sponsor under this Agreement to the extent such breach is not cured within the applicable cure period. (B) (C) (D) The City, Global and GEMS agree to defend, indemnify and hold harmless Corporate Sponsor, its members, manager, partners, directors, officers, employees, agents, customer, distributors and assigns, from any suit cost, loss, damage or expense (including reasonable attorney's fees) arising from any claim promotional materials provided by or on behalf of the City, or (b) any product or service offered or provided by the City, or (c) the negligent or other wrongful acts or omissions of the City, its officers, employees or agent, in connection with this Agreement, or (d) the default by the City under this Agreement to the extent such breech is not cured within the applicable cure period. Both Corporate Sponsor and the City agree to give the other party prompt notice of any claim or suit to which this Section 9 is applicable, and each will supply the other with all relevant facts in its possession or under its control and will cooperate fully with the other party in its defense of such action. The provisions of this Section 9 shall survive termination or expiration of this Agreement. 10. Termination for Breach: If Corporate Sponsor or the City, fails in any material respect to perform its respective obligations under this Agreement, and such breach is not cured within ten (10) days after written notice of termination is given by the non-breaching party to the breaching party (which cure period may be extended up to an additional 60 days if the nature of a non-monetary breach cannot reasonably be cure in such 10-day period, the breaching party commences to cure within such 10-day period and proceeds with due diligence to complete such cure) the non-breaching party shall be entitled to any and all remedies at law or in equity; provided, however, that in no event will either party be entitled to any consequential or punitive damages. The remedies set forth in this Section 10 shall be the only remedies available to the parties as a result of a breach not cured within the applicable cure period. Upon termination of this Agreement by the City pursuant to this Section 10, Corporate Sponsor shall continue to be liable for payment of the full amount of the Fees hereunder. Any portion of the Fees for the period following termination of this Agreement, which remains after the payment by Corporate Sponsor of its expenses in connections with the default and efforts to resell the rights granted by the City to Corporate Sponsor hereunder, but taking into account as a credit to Corporate Sponsor the net proceeds of any such resale of rights, shall be refunded to Corporate Sponsor. In the event of a termination of the Agreement by Corporate Sponsor pursuant to this Section 10, Corporate Sponsor shall be entitled to a proportionate refund of the Fees for any period during which such rights were unavailable to Corporate Sponsor as provided hereunder and Corporate Sponsor will not have an obligation to continue to make payments going forward 10/30/09 5

6 after termination. Except as otherwise provided herein, upon termination of this Agreement pursuant to this Section 10, the parties shall have no further obligations to other parties hereunder. Notwithstanding anything to the contrary in this Agreement, the termination or expiration of this Agreement shall not affect the obligations of the parties hereunder that have accrued during or with respect to the period prior to the date of termination or expiration. 11. Government Regulation: This Agreement is subject in all respects to the terms and conditions of the licenses and permits held by City or by which the IEC Properties are bound and by all applicable federal, state and municipal laws, regulations ordinances and decisions, whether existing or hereafter enacted, including the regulations and actions of all governmental administrative agencies having jurisdiction. 12. Assignments; Binding Effect: Corporate Sponsor shall not assign this Agreement or any of its rights or obligations hereunder or grant to any other person or entity in any other manner any of its rights hereunder except with the prior written consent of the City. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties, their successors and permitted assigns. 13. Relationship of Parties: Nothing contained in this Agreement shall be deemed to or construed as creating a principal/agent relation, partnership or joint venture between City and Corporate Sponsor or between Global and Corporate Sponsor or between GEMS and Corporate Sponsor and any other party or cause the City or Corporate Sponsor to be responsible in any way for the debts or obligations of the other party. 14. Notices: Any notice or other communication required or permitted to be given hereunder shall be deemed properly given if delivered in person or by facsimile transmission or deposited with the U.S. mail, postage prepaid, certified mail return receipt requested, addressed as set forth below or to such other person or place as each party may from time to time designate in written notice to the other hereunder. If to Corporate Sponsor: Centerpoint Medical Center E. 39 th St. Independence, MO Attn: Carolyn Caldwell Tel If to City: City Manager P. O. Box East Maple Street Independence, Missouri /30/09 6

7 Copies to: If to: Copies to: City Counselor P. O. Box East Maple Street Independence, Missouri GEMS & Global of Independence LLC E. Valley View Parkway Independence, Missouri Attn: Director of Sales (816) James Domaz, General Counsel Global Entertainment Corporation 1600 N. Desert Drive, Ste. 301 Tempe, AZ (480) Entire Agreement Modification This Agreement contains the entire Agreement of the parties regarding the subject matter hereof and may be amended only by a writing duly executed be executive officers of both the parties hereto. 16. Governing Law Jurisdiction: This Agreement shall be subject to and governed by the laws of the State of Missouri. 17. Facsimile Signatures; Counterparts: The delivery of an executed copy of this Agreement or of any amendment hereto, including any and all amendment to any Schedule to this Agreement, made by facsimile transmission by any party to the other party hereto shall constitute effective delivery of such document by such transmitting party to such receiving party, and any executed facsimile copy so delivered shall be deemed equivalent to an executed original. This Agreement and any amendments hereto, including any and all amendments to any Schedule to this Agreement may be signed in two or more counterparts, and all counterparts' signature pages, taken together, shall constitute one executed original. 18. Headings: Section headings contained in this Agreement are for the convenience and reference only and shall not be used to limit or otherwise affect the meaning of any provision of this Agreement. 19. Non-waiver: No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of any such right, shall constitute a waiver of that or any other right hereunder. 10/30/09 7

8 20. Construction: All terms used in this Agreement, regardless of the number or gender in which they are used, shall be deemed and construed to include any other number or gender, as the context may require. 21. No Commissions: Each party represents to the other that it has not dealt with any agent or other person to whom the payment of a commission or other remuneration of any kind is required to be paid by the other party by reason of the execution and delivery of this Agreement. 22. Insurance Corporate Sponsor, at its sole cost and expense, shall obtain and maintain, throughout the Term, general liability insurance, with the City, Global and GEMS included as "additional insureds," of not less than $1,000,000 general aggregate limit and $ each occurrence limit, for bodily injury, personal injury, death, and property damage, covering losses associated with Corporate Sponsor activities conducted at the IEC. Corporate Sponsor shall maintain property insurance on any of its personal property located at the IEC as it deems appropriate, if any; however, Corporate Sponsor shall bear the risk of loss of, or damage to, such personal property. This Agreement embodies the entire agreement between the parties with respect to the subject matter of this agreement, and supersedes all prior proposals, agreements and understandings relating to the subject matter hereof. Centerpoint Medical Center Attn: Carolyn Caldwell Authorized Signatory (Sign) Authorized Signatory (Print) Date City of Independence, Missouri Authorized Signatory (Sign) Authorized Signatory (Print) Date Approved as Marketer Global Entertainment Marketing Systems Authorized Signatory (Sign) Authorized Signatory (Print) Date Global of Independence LLC Authorized Signatory (Sign) Authorized Signatory (Print) Date 10/30/09 8

9 Schedule A Corporate Sponsor Rights Centerpoint Medical Center WILL RECEIVE THE FOLLOWING at the IEC during the term of this Agreement: 1) One (1) sign on the exterior of the building 2) One (1) vomitory sign 3) Two (2) wayfinders 4) Two (2) static concourse signs 5) One (1) website link and logo 6) One (1) moment of exclusivity on ribbon board 7) Two (2) digital fascia signs on ribbon board 8) One (1) Zamboni wrap 9) Two (2) dasherboards on community ice, one facing the bleachers and one facing away from the bleachers 10) Name and logo on center ice of community ice 11) One (1) use of facility rent free per year sponsor will pay all staffing and associated costs for each event and the event will be mutually agreed upon by sponsor and IEC 12) One (1) informational table on the main concourse for six different events at the IEC per year events to be mutually determined by IEC and Centerpoint Medical Center 13) One (1) free skate session per month for up to 200 ppl (free admission and skates). Date and time to be mutually determined by IEC and Centerpoint. Thirty (30) day notification to be given by Centerpoint to IEC of desired date and time 14) One (1) fourteen seat suite with a $16,000 ticket bank each year (ticket banks do not roll over to following year) plus the 14 tickets for the suite for all regular season hockey games. 15) Six (6) VIP Parking Passes each year 16) One (1) 6 X 8 general information display near the entrance of the community ice arena 10/30/09 9

10 Schedule B Corporate Sponsor Rights Centerpoint Medical Center WILL RECEIVE THE FOLLOWING from the Missouri Mavericks during the term of this Agreement: 1) Centerpoint Medical Center will become the Official Health Care Provider of the Missouri Mavericks of the Central Hockey League. 2) Two (2) individual Game Night Sponsorships each year 3) One (1) Premium Dasher Board advertisement throughout the contract term 4) Helmet Decals on all Missouri Maverick player and goaltender helmets and masks 5) Designated and programmed Public Address Announcements during each home Maverick hockey game 6) Specific Website Sponsorship designations 7) Radio advertisements during every designated Missouri Maverick hockey broadcast 8) Radio advertisements during every Centerpoint Medical Center Official Injury Report broadcast 9) Full page advertisement in Inaugural Team Yearbook 10/30/09 10

11 Schedule C Certain Corporate Sponsor Obligations The following terms are the responsibility of the CORPORATE SPONSOR. Centerpoint Medical Center will provide to the MISSOURI MAVERICKS: 1) Graphics/animations and content for all signage in sponsor package 2) The use of a full time ATC for the entire hockey season including all training camp practices, intrasquad and exhibition hockey games; all regular season practices, home and away hockey games and all post season practices and home and away hockey games, at no financial cost to the Missouri Mavericks. 3) Centerpoint-designated physicians will provide all entrance and exit physical examinations for all hockey team players throughout training camp, the regular hockey season as well as any post season hockey practices and games at no financial cost to the Missouri Mavericks. 4) Centerpoint will provide designated physicians to be in attendance at all preseason, regular season and post season home hockey games. Physicians will be available during the entire hockey game for both the Missouri Mavericks and the visiting Central Hockey League ( CHL ) team as required by both teams during and after home hockey games at the Independence Event Center. 5) Centerpoint Medical Center and the Missouri Mavericks herein agree that certain medical services may not be included in the exclusivity provisions of this agreement and thus the Missouri Mavericks are able to solicit sponsorship agreements and services with those entities. The Missouri Mavericks will contact the Corporate Sponsor and obtain approval prior to obtaining sponsorship except as provided below. The following categories are not within the exclusive provisions: Dentists and Dental Surgeons Chiropractors Massage Therapy Optometry The following vendors have been designated as outside the exclusive provisions, but shall not serve as the basis for determining any other vendor s status: Midwest Gastroenterology Partners, P.C. Health Care Associated Emergency Physicians The Vein Doctor Independence Kansas City Asthma & Allergy Associates 10/30/09 11

12 Schedule D Payment Schedule YEAR PAYMENT NUMBER/AMOUNT DATE PAYMENT DUE 1st Year 2009/10 Payment 1 - contract signing Payment 2 - $56,400 January 1, nd Year 2010/11 Payment 3 - (50%) $55,328 March 30, 2010 Payment 4 - (50%) $55,328 June 30, rd Year 2011/12 Payment 5 - (50%) $57, March 30, 2011 Payment 6 - (50%) $57, June 30, th Year 2012/13 Payment 7 - (50%) $59, March 30, 2012 Payment 8 - (50%) $59, June 30, th Year 2013/14 Payment 9 - (50%) $62, March 30, 2013 Payment 10 - (50%) $62, June 30, th Year 2014/15 Payment 11 - (50%) $64, March 30, 2014 Payment 12 - (50%) $64, June 30, th Year 2015/16 Payment 13 - (50%) $67, March 30, 2015 Payment 14 - (50%) $67, June 30, th Year 2016/17 Payment 15 - (50%) $70, March 30, 2016 Payment 16 - (50%) $70, June 30, th Year 2017/18 Payment 17 - (50%) $72, March 30, 2017 Payment 18 - (50%) $72, June 30, th Year 2018/19 Payment 19 - (50%) $75, March 30, 2018 Payment 20 - (50%) $75, June 30, /lc 12