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HomeMy WebLinkAboutAllied Solutions LLC/MAC/Sponsorship AgreementSPONSORSHIP 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 Allied Solutions, LLC, an Indiana limited liability company (“Allied Solutions”). The City organizes and coordinates several public events throughout the year. Allied Solutions has agreed to sponsor certain City public events (the “Events”), pursuant to the terms and conditions set forth in this Agreement. Accordingly, the City and Allied Solutions hereby agree as follows: I. Sponsorship. Allied Solutions shall sponsor the following Events for the duration of the Agreement: o Carmel Arts & Design District Meet Me on Main New additions – elevated activities & engagement: o Coloring and Activity Book o Meet Me on Main Stickers o Silent Disco event associated with a Meet Me On Main o Midtown Plaza Arts in Autumn Movies at Midtown Brews On The Boulevard o Holidays in Carmel Holidays in Carmel Kickoff event – Tree Lighting and Parade Magnificent Monon Shop Small Saturday Holiday Trolley Santa Saturdays Pet Days with Santa o Ice at Carter Green Festival of Ice Sensory Skate Nights – Wednesday nights throughout the season The manner of Allied Solutions’ sponsorship of the foregoing events is set forth in greater detail in Exhibit A, which are attached hereto and incorporated herein by this reference. Allied Solutions is hereby granted the first right of refusal to enter into anew sponsorship agreement for the Events listed above for a new three-year term beginning in March 2027. II. License of Intellectual Property. Allied Solutions is the sole owner of all right, title, and interest to all Allied Solutions’ information, including Allied Solutions’ logos, trademarks, trade names, and copyrighted information, unless otherwise provided. Allied Solutions hereby grants to the City a limited, non-exclusive license to use certain of Allied Solutions’ intellectual property, including names, trademarks, and copyrights (collectively, "Allied Solutions Property"), solely to identify Allied Solutions as a sponsor of the Events. It is understood that Allied Solutions retains the right to review and approve in advance all uses of such intellectual property, which approval shall not be unreasonably withheld. Allied Solutions 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 Allied Solutions 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 Events and to be acknowledged by the City as a sponsor of the Events during the term of this Agreement, Allied Solutions agrees to make three annual payments to the City in the amount of One Hundred Sixty Thousand Dollars ($160,000); the total cost of the three-year sponsorship shall be Four Hundred Eighty Thousand Dollars ($480,000). The first annual payment shall be made within 45 days of the Effective Date of this Agreement. IV.Term and Termination. The effective date of this Agreement is April __ , 2024 (the Effective Date"). The Term of this Agreement will begin on the Effective Date and continue until February 28, 2027. Either party may terminate the Agreement upon 60 days prior written notice to the other party. Upon termination, Allied shall receive a refund of amounts paid, pro-rated based on the number of full months remaining in the applicable 12-month payment period. 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. Allied Solutions shall indemnify and hold harmless the City, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs and expenses including reasonable attorneys' fees and expenses), and liabilities of every kind incurred as a result of: (i) any act or omission by Allied Solutions or its officers, directors, employees, or agents; (ii) any use of Allied Solutions' name, logo, Web site, or other information, products, or services provided by Allied Solutions; and/or (iii) the inaccuracy or breach of any of the covenants, representations and warranties made by Allied Solutions in this Agreement. This indemnity shall require the payment of costs and expenses by Allied Solutions as they occur. The City shall indemnify and hold harmless Allied Solutions, its related entities, partners, agents, officers, directors, employees, attorneys, heirs, successors, and assigns from and against any and all claims, losses, damages, judgments, settlements, costs and expenses (including reasonable attorneys' fees and expenses), and liabilities of every kind arising from or in connection with any third party claim for: (i) the death or bodily injury of any person related to any Allied Solutions sponsored event or thing; or (ii) the damage, loss or destruction of any real or tangible personal property related to any Allied Solutions sponsored event or thing. This indemnity shall require the payment of costs and expenses by the City as they occur. 24 This section shall survive any termination or expiration of this Agreement. VII. General Provisions. A. Representations and Warranties. Each party covenants, warrants and represents that itshall 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 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. E. Entire Agreement. This Agreement and allits 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 awriting signed by both parties. F. 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. G. 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 awaiver of any succeeding breach of the same or any other provision hereof. H. 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 Department of Law One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 Attn: Rebecca Carl If to Allied Solutions: Allied Solutions 350 Veterans Way Suite 200 Carmel, IN 46032 Exhibit A Allied Solutions Sponsorship Agreement with the City of Carmel, Indiana Allied Solutions IN DIANA 1 of 14 Exhibit A Allied Solutions Sponsorship Total: 480,000 -paid at $160,000 per year for three years a $10,000/year increase from previous 2020-2023 sponsorship) Duration: April 24, 2024 - February 28, 2027 Events: Carmel Arts & Design District Meet Me on Main (MMOM) New additions -elevated activities & engagement Coloring & Activity Book Meet Me on Main Stickers Silent Disco event associated with a Meet Me On Main Midtown Plaza Arts in Autumn Movies at Midtown Brews On The Boulevard Holidays in Carmel Holidays in Carmel Kickoff event -Tree Lighting and Parade Magnificent Monon Shop Small Saturday Holiday Trolley Santa Saturdays Pet Days with Santa Ice at Carter Green Festival of Ice Sensory Skate Nights -Wednesday nights throughout the season Social Media: Marketing & Community Relations will have new opportunities for exposure through a Marketing Senior Project Manager, videographer and digital content manager. With a focus on data driven marketing, this will help bring attention to this partnership and monitor data to make potential improvements. 2 of 14 Exhibit A Reporting: Quarterly, the City of Carmel will provide Allied Solutions with a slide deck for reporting and tracking. Allied Solutions and City of Carmel marketing staff will meet twice a year. The meeting schedule may be adjusted as needed throughout the year. Suggested sponsor references: We will recognize Allied Solutions as the sponsor of each Allied-sponsored event. When referencing the sponsored events, we will always use the phrase "sponsored by," as opposed to "presented by." Written: 1.We will reference the Allied Solutions sponsorship whenever the event is first mentioned in copy, but not repeatedly. Spoken: 1.We will use the phrase "Sponsored by Allied Solutions." Visual: 1.We will include "Sponsored by [Allied Solutions logo]" beneath or next to the sponsored event's logo. o Example: 2.In event listings with minimal room that include multiple events, we will indicate Allied sponsorship via an asterisk and mention at the bottom of the listing. Use the triangle image from the Allied logo with the "TM". o Example: 3 of 14 Exhibit A 4 of 14 Exhibit A WHERE MINIMUM BRIEF DESCRIPTION AND BRANDING AND MARKETING WHAT VALUE ATTENDANCE ESTIMATE WHEN Carmel Arts & $30,000 Emphasis on gallery visits Same for all events Design District with artist 0 Logo and name recognition on demonstrations; live website event pages Meet Me on Main music; make-and-take 0 Inclusion in media interviews Monthly throughout year art project; special as available events throughout the 0 Partnership mentions inallEverysecondSaturdayyear; prize giveaways. event-related pressreleases4-8 p.m. Approximately 1,500 or 0 Mentions in event specific more per event advertisements and flyers 0 Social Media mentions related to these events 0 Onsight A-frame to include logoi . 0 Sponsorship mention on Midtown screenii . Unique to this Event o Archway panelsiii . New additions -elevated activities & engagement Coloring & Activity Book Meet Me On Main Stickers Silent Disco event associated with a Meet Me On Main 5 of 14 Exhibit A WHERE MINIMUM BRIEF DESCRIPTION AND BRANDING AND MARKETING WHAT VALUE ATTENDANCE ESTIMATE WHEN Midtown Plaza $40,000 Events are focused on Same for all events entertaining guests at Midtown 0 Logo and name recognition on Various Events Plaza to enhance the thriving website event pages atmosphere of this community 0 Inclusion in media interviews as gathering spot. Those held during available May -December the week attract diners and 0 Partnership mentions in all Various Dates shoppers. Events on the weekend event-related press releases 0 Mentions in event specific ensure that the entertainment advertisements and flyers enhances the character of the 0 Social Media mentions related to venue. these events 0 Onsight A-frame to include logo;_ 0 Sponsorship mention on Midtown screenii . Unique to these events 0 Logo on city-owned umbrellasiv. Movies at Midtown Movies shown on Midtown 0 Logo on signage May-October screen. Approximately 100 Tues & Thurs viewers each showing. Brews On The Value Brews on the Boulevard returns 0 Logo on promotional item Boulevard $3,500 to Midtown Carmel with 0 Logo on signage July breweries from across the state. 0 Opportunity for Allied Local food trucks will be there Solutions to have a table at with plenty of food options event -community promotion available for purchase. opportunity The Arts In Autumn Value 0 Logo on promotional item 3,000 Midtown Plaza and the Arts & 0 Logo on signage Around October 14 Design District 0 Opportunity for Allied annually Experience The Arts in Autumn by Solutions to have a table at 2-6 p.m.visiting Midtown Plaza and the event -community promotion Arts & Design District's Meet Me opportunity On Main events to enjoy a movie, music, games, food, activities and more. 6 of 14 Exhibit A WHERE MINIMUM BRIEF DESCRIPTION BRANDING AND MARKETING WHAT VALUE WHEN City Center $40,000 Holiday themed events Same for all events which focus on bringing the 0 Logo and name recognition on community together, website event pages Midtown Plaza holiday cheer and attract 0 Inclusion in media interviews as shoppers and diners to all of available Carmel Arts & Carmel's major districts. 0 Partnership mentions in all event-related press releases Design District 0 Mentions in event specific advertisements and flyers Holidays in Carmel 0 Social Media mentions related to these events November -February 0 Onsight A-frame to include logoi . Various Days 0 Sponsorship mention on Midtown screenii . Holidays in Carmel Annual tree lighting along Unique to this event Kickoff Event central core of Carmel with 0 Stage presence at event with Saturday before Mayor in Arts District/lDC acknowledgment of sponsorship Thanksgiving parking lot. Parade along 0 Countdown to tree lighting with 3:30 p.m. - 6 p.m. Main Street in the Arts Mayor District along Monon 0 Logo placement on drawstring gift Boulevard to Midtown. bagv . Performances by local arts 0 Allied Solutions may provide organizations, Santa and promotional item for gift bag reindeer are present. 0 Signage in parade Magnificent Monon Lighting display along the Unique to this event Saturday before Monon Greenway from 0 Logo added to banner signvi . Thanksgiving; Carter Green to Carmel Arts installed as an archway over Monon 5:45 p.m. to coincide with & Design District Greenway south of Elm Street Holidays in Carmel Kickoff; Mid-November through February Shop Small Saturday Help to promote shopping at Unique to this event Saturday after small local businesses. 0 Logo on Shop Small shopping bags Thanksgiving Special sales at participating merchants with reusable shopping bags offered to patrons. Holidays in Carmel -Continued 7 of 14 Exhibit A WHERE MINIMUM BRIEF DESCRIPTION AND BRANDING AND MARKETING WHAT VALUE ATTENDANCE ESTIMATE WHEN Holiday Trolley Trolleys drive holiday Unique to this event Mid-November -shoppers around Carmel on 0 Signage with logo on Trolleyvii . December two to three Trolleys. There 0 Signage with logo at Trolley stopsviii. Fridays 5 - 9 p.m. are five pick up and drop off 0 Acknowledgment on Midtown Saturdays 2 - 9 p.m. locations. Reaches 5,000 screenii . throughout November and riders plus thousands of December viewers. Santa Saturdays Santa is in his house and Saturdays in December available for visits from 2-5 p.m.shoppers and families. 8 of 14 Exhibit A WHERE MINIMUM BRIEF DESCRIPTION AND WHAT VALUE ATTENDANCE ESTIMATE WHEN Carter Green $40,000 Outdoor ice rink on the lawn of The Center for the Performing Arts and Ice at Carter Green surrounded by the Carmel Christkindlmarkt November -February during the holiday Various Days season. Approximate attendance of 350,000 for the Carmel Christkindlmarkt and Ice at Carter Green Season. Festival Of Ice improvements 3,500 Sensory Skate Wednesday nights BRANDING AND MARKETING Same for all events 0 Logo and name recognition on website event pages 0 Inclusion in media interviews as available 0 Partnership mentions in all event-related press releases 0 Mentions in event specific advertisements and flyers 0 Social Media mentions related to these events 0 Onsight A-frame to include logoi . 0 Sponsorship mention on Midtown screenii . Unique to this Event 0 0 0 0 0 0 0 Ice cleaning machine signageix . Ice machine storage hut signagex . Glass cling logoxi . placed intermittently with Ice at Carter Green logo on glass panels surrounding the ice rink Branding on website and ticketingxii . Archway sign age xiii. to include Allied Solutions logo at west end of ice rink Jan -Feb One complementary corporate rental with possibility of logo painted on the ice for this event Value of $15,000} 350 free skate passes for Allied Solutions' employees Add Festival of Ice -getting more international interest with new ice sculptors Skate assists with potential for Allied Solutions logo 9 of 14 i.A-frame ii.Midtown Plaza screen iii.Archway panels Exhibit A BRANDING AND MARKETING INDEX 10 of 14 iv.Umbrella at Midtown Plaza v.Drawstring bag vi.Archway banner over Monon Greenway as part of Magnificent Monon lighting display Exhibit A 11 of 14 vii.Trolley viii.Trolley stop ix.Ice cleaning machine at The Ice at Carter Green Exhibit A 12 of 14 x.Ice machine storage hut at The Ice at Carter Green xi.Glass cling at The Ice at Carter Green xii.Branding on Website and Ticketing Exhibit A Allied · • So/ut1ons /- 13 of 14 xiii.Archway at west end of ice rink Jan -Feb Exhibit A 14 of 14