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HomeMy WebLinkAboutIndiana University Health North Hospital, Inc./CRED/$0/Sponsorship Agreement - Bike Carmel ProgramSPONSORSHIP AGREEMENT This sponsorship agreement (the “Agreement”) is made between the City of Carmel, acting by and through its Board of Public Work and Safety, an Indiana municipal corporation (the “City”), and Indiana University Health North Hospital, Inc., an Indiana not-for-profit corporation (“IU North”). In order to increase bicycle awareness and ridership within the City of Carmel, the City created the Bike Carmel Program (the “Program,” or “Bike Carmel”). The parties have agreed to enter into this Agreement to set forth the terms of IU North’s title sponsorship of the Program. Accordingly, the City and IU North agree as follows: I.Sponsorship. Sponsorship shall include the naming rights for the Bike Carmel Program for the years 2022, 2023 and 2024, as well as the following: •IU Health North’s name will be incorporated into the Bike Carmel logo o This logo will appear on all Bike Carmel collateral including but not limited to shirts, mailers, posters, ads, etc. •IU Health North will be the title sponsor of all Bike Carmel rides for the duration of this Agreement. o Love to Ride Program (Love to Ride is an online cycling community and challenger platform that runs all year with focused month long competitions in May and June.) o Bike to Work Day Event (3rd Friday in May) o 4 Family Fun Rides (May, June, July & August) o 3 Slow Rolls (June, July & August) o Roundabout Ride (3rd Saturday in September) •IU Health North will have their logo on all Bike Carmel advertising material. o Print ads o Electronic ads o Postcard mailers •IU Health North logo placement on “Thank You Sponsors” banner at the start and finish of each Bike Carmel ride. •Facebook mentions (2x per month at a minimum) on Bike Carmel’s Facebook page •4 Complimentary rider entries per ride •Ability to include products and advertising in Bike Carmel drawstring bags given away at each Bike Carmel event as well as other misc. community events. •Vendor space (10’ x 10’ tent) at each Bike Carmel ride (minimum 8 rides per season) II.License of Intellectual Property. IU North is the sole owner of all right, title, and interest to all IU North information, including IU North logos, trademarks, trade names, and copyrighted information, unless otherwise provided. IU North hereby grants to the City a limited, non- exclusive license to use certain of IU North’s intellectual property, including names, trademarks, and copyrights (collectively, “IU North Property”), solely to identify IU North as a sponsor of the Program. It is understood that IU North retains the right to review and approve in advance all uses By Jon Oberlander at 10:08 am, Jun 22, 2022 DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63 of such intellectual property, which approval shall not be unreasonably withheld. IU North represents and warrants that it has not previously disposed of any of the rights herein granted to the City nor previously granted any rights adverse thereto or inconsistent therewith; that there are no rights outstanding which would diminish, encumber or impair the full enjoyment or exercise of the rights herein granted to the City; and that the IU North Property does not and will not violate or infringe upon any patent, copyright, literary, privacy, publicity, trademark, service mark, or any other personal or property right of any third party. III.Payment Schedule. In consideration for the right to sponsor the Program and to be acknowledged by the City as a sponsor of the Program during the term of this Agreement, IU North agrees to make three annual payments to the City in the amount of Thirty Thousand Dollars ($30,000); the total cost of the three year sponsorship shall be Ninety Thousand Dollars ($90,000). The first annual payment shall be made within 30 days of the Effective Date of this Agreement.[EAP1] The second and third annual payments shall be due on January 31, 2023 and January 31, 2024, respectively. IV.Term and Termination. This Agreement shall become effective as of the last date on which a party hereto executes same (the “Effective Date”). The Term of this Agreement will begin on the Effective Date and continue for a period of three (3) years. The Agreement may be renewed with the written consent of both parties. Either party may terminate the Agreement upon 60 days prior written notice to the other party. V.Relationship of Parties. Nothing in this Agreement shall create any association, joint venture, partnership, or agency relationship of any kind between the parties. VI.Indemnification. (a) Each party shall indemnify, defend, and hold harmless the other, its parent, subsidiary, and affiliated corporations and their respective directors, officers, employees, agents, successors, and assigns, from and against any and all claims, damages, liabilities, losses, government proceedings, and costs and expenses, including reasonable attorney fees and costs of suit, arising out of any alleged or actual breach of this Agreement or the inaccuracy of any warranty or representation made by it or any act or omission by it in the performance of this Agreement or the purposes hereof. (b) The City agrees to indemnify and hold IU North harmless for all occurrences, incidents, events, rights, or causes of action, whatsoever, arising out of the operation of the Program. VII. General Provisions. A.Representations and Warranties. Each party covenants, warrants and represents that it shall comply with all laws and regulations applicable to this Agreement and the performance of its obligations, and that it shall exercise due care and act in good faith at all times in the performance of its obligations hereunder. The parties further represent and warrant that they are authorized to enter into this Agreement, and that the persons executing this Agreement have the DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63 authority to bind the party which they represent. The provisions of this section shall survive termination of this Agreement. B. Binding Effect. This Agreement shall bind the parties, their respective heirs, personal representatives, successors and assigns. C. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Indiana. D. Entire Agreement. This Agreement and all its attachments constitute the entire agreement between the parties and supersede all prior agreements, oral or written, relating to the Sponsorship. This Agreement may only be amended in a writing signed by both parties. E. Severability. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. F. No Implied Waiver. The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. G. Notice. Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein. If to City: City of Carmel AND City of Carmel One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square Attn: Nancy Heck Carmel, Indiana 46032 Attn: Jon Oberlander If to IU North: IU North Hospital AND IU Health 11700 N. Meridian St. 340 W. 10th St,, Suite 6100 Carmel, IN 46032 Indianapolis, IN 46202 Attn: IU Health North COO Attn: SVP, General Counsel H. Default. In the event IU North repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including IU North’s warranties, or becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to IU North; and (2) exercise all other rights and remedies available to City at law and/or in equity. I.Nondiscrimination. The parties hereto represent and warrant that each party and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63 United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person during the term of this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. J. No Third Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than City and IU North. DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA INDIANA UNIVERSITY HEALTH NORTH HOSPITAL, INC. by and through its Board of Public Works and Safety By: By: ________________ James Brainard, Presiding Officer Authorized Signature Date: Cathy Stoll Printed Name Mary Ann Burke, Member Date: Exec. Dir. – Regional Mar/Comms Title Lori S. Watson, Member Date: 6/20/2022 Date: ATTEST: Sue Wolfgang, Clerk Date: DocuSign Envelope ID: DEB0C4B9-6A0C-4A20-9F28-E54D9FA5AA63 Not Present 7/7/2022 7/7/2022 7/7/2022