No preview available
HomeMy WebLinkAboutC15-272 Wells Fargo Bank, NA Sponsorsip AgreementSPONSORSHIP AGREEMENT The following Sponsorship Agreement ( "Agreement ") is made and entered into July 2, 2015 ( "Effective Date ") by "Wells Fargo Bank, N.A." and Eagle County, Colorado ( "Company"). Company and Wells Fargo may be referred to in this Agreement individually as a "Party" or collectively as the "Parties ". 1. Agreement Structure. Exhibit A attached, includes detailed information regarding the Company event sponsorship package ( "Sponsorship Benefits "), and is incorporated into this Agreement by reference. Exhibit B, if attached, includes sponsorship logo standards and additional subject matter specific terms, and is also incorporated into this Agreement by reference. An Exhibit supplements the terms and conditions of this Agreement, and where conflicting, takes precedence over this Agreement's terms and conditions. 2. Conduct of the Event. Wells Fargo agrees to sponsor the 2015 Eagle County Fair & Rodeo (the "Event ") to be held on July 22, 2015 — July 25, 2015 Company is the entity organizing and staging the Event. Company warrants that it shall: a. Produce the Event in compliance with all applicable federal, state and local laws, regulations, and ordinances. b. Produce the Event in a first class manner in accordance with the prevailing professional, ethical, and business standards, and with the utmost regard for the safety of all persons, property, the environment and Wells Fargo's goodwill. c. Make all payments in connection with producing the Event. d. Use Wells Fargo's name, logo, and /or trademarks as authorized in this Agreement. 3. Parties Obligations; Term. a. Event. All arrangements for the Event (and any financial loss relating thereto) shall be solely the responsibility of Company. b. Payment. Wells Fargo's obligations relative to sponsorship of the Event are limited to paying $2,500 to Company on or before October 11, 2015. Wells Fargo shall have no obligations to pay any amounts to Company or others as a result of the Event except paying the amount to the Company as described in this Section 3 and Section 10. Company shall invoice Wells Fargo for such amount forty -five (45) days prior to the due date. All invoices will reflect a description of Sponsorship Benefits, the Event, and other information as may be requested by Wells Fargo. c. Sponsorship Benefits. The Sponsorship Benefits Company shall provide to Wells Fargo as a sponsor of the Event are described on Exhibit A to this Agreement. d. Term. The "Term" of this Agreement shall begin as of the Effective Date and terminate upon the completion of the Event unless earlier terminated in accordance with Section 11.b below. 4. License Grant; Ownership. a. Wells Fargo hereby grants to Company a worldwide, non - exclusive right and license to use the federally registered WELLS FARGO "box" logo ( "the Well Fargo Logo ") and the name WELLS FARGO (the "Wells Fargo Name ") for the exclusive purpose of identifying Wells Fargo as a sponsor of the Event. Company agrees that nothing herein shall give to it any right, title or interest in the Wells Fargo Logo or Wells Fargo Name (except the right to use the Wells Fargo Logo and Wells Fargo Name in accordance with the terms of this Agreement), that the Wells Fargo Logo and Wells Fargo Name are the sole property of Wells Fargo and that any and all uses by Company of the Wells Fargo Logo and Wells Fargo Name shall inure to the benefit of Wells Fargo. b. This license shall terminate when the Agreement terminates, unless earlier terminated as set forth below. Company acknowledges that Wells Fargo may terminate the above right to use the Wells Fargo Logo or Wells Fargo Name if the Event and /or the Sponsorship Benefits offered in connection with the Event, if any, are not of a nature and quality commensurate with the nature and quality of substantially similar sponsorship benefits currently provided by Company, and in conformity with Section 2, above. The Company shall deliver all materials that may include the Wells Fargo Name or Wells Fargo Logo to Wells Fargo prior to distribution to the public for Wells Fargo's review and written approval before use with the public. If the above right to use the Wells Fargo Logo and Wells Fargo Name is terminated, the Company agrees to cease all use of the Wells Fargo Logo and Wells Fargo Name within ten (10) calendar days of receiving notice. Sponsorship Agreement * PROPRIETARY — INTERNAL USE ONLY * Page 1 October 2013 Version 06-111- c. The Company agrees that it will not use any Wells Fargo Logo or other design mark except the camera -ready or downloadeble Wells Fargo Logo or other design mark provided to the Company by Wells Fargo. d. This Agreement and any and all rights granted hereunder are personal in nature to Company, are non - transferable by Company, do not convey any sublicensing rights to Company, and shall not inure to the benefit of any successor in interest of Company. This Agreement shall be binding upon and inure to the benefit of Wells Fargo's successors and assigns. A I rights not specifically granted or licensed to the Company are reserved to Wells Fargo. e. All rights, ncluding Intellectual Property Rights (defined below), title and interest in and to the Wells Fargo Logo and the Wells Faro Name are owned by Wells Fargo. Intellectual Property Rights ( "Intellectual Property Rights ") means, on a worldwidE basis, names, trade names, logos, trademarks, service marks, design marks, trade dress, patents, patent applications, copyrights, trade secrets, internet domain names, and all other proprietary and intellectual property rights of any kind, including moral rights. . S. Warranties. mpany represents and warrants that all Sponsorship Benefits furnished under this Agreement will (a) be provided in accor ance with industry standards; (b) be suitable for the intended purpose(s) if the purpose is made known to Company, and We s Fargo relies on Company's judgment and selection; (c) be free from infringement or other violation of third party Intellectual property Rights, and Company has all appropriate licenses and necessary rights to provide the Sponsorship Benefits in connection with the Event; and (d) comply with all applicable federal, state and local laws, executive orders, rules and regulations ( "Laws "). Company represents and warrants that Company's execution, delivery of, and performance under this Agreement will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party. Each Party warrants that it has the appropriate authority to enter into this Agreement. 6. Indemnificatio . Company will defend, indemnify and hold harmless Wells Fargo and its affiliates, and their respective customers, agents, employees, contractors, officers, directors, assigns and successors -in- interest (each, an "Indemnified Party") from and against any and all claims, suits, actions, proceedings or demands ( "Claims "), judgments, losses, payments, costs, expenses (includin but not limited to expenses related to investigation and reasonable attorneys' fees), damages, settlements, liabilities, fines and penalties of the Indemnified Party ( "Costs "), which Wells Fargo shall incur, directly or indirectly, arising from or in connection with any matter contemplated herein, including without limitation: (a) the breach by Company or its agents, employees, contractors, officers or directors ( "Company Personnel ") of any of its obligations, representations or warranties under this Agreement, including nonperformance under this Agreement; (b) any claim or action for or relating to personal loss, personal injury, death, or real or personal property damage or otherwise suffered by participants, spectators or others at the Event (or their relatives as a result of the Event); (c) infringement or other violation of Intellectual Property Rights; (d) the negligent acts or omissions or willful misconduct of Company or Company Personnel; or (e) any payment owed by Company to persons involved with the Event. The Indemnified Party will provide Company reasonably prompt written notice of any Claim or Costs, and control over the defense or settlement of any such Claim, provided that Company may not settle such Claim or admit liability on the part of the Indemnified' Party without the Indemnified Party's prior written consent, and provided the Indemnified Party has the right to conduct or participate in the defense of such Claim at its expense and through counsel of its choosing. 7. Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR DAMAGES OR COSTS ARISING FROM OR IN CONNECTION WITH A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS ARISING OUT OF OR RELATED TO THIS (PURCHASE ORDER, EVEN IF THE PARTIES HAVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS AND WHETHER OR NOT SUCH DAMAGES OR COSTS ARE FORESEEABLE. S. Insurance. Without limiting Company's liability to Wells Fargo or its Affiliates under this Agreement, Company, at its sole cost and expense, shall secure and maintain adequate insurance coverage to protect Wells Fargo & Company, Wells Fargo and its Affiliates from any losses or claims which may arise out of the performance of Event under this Agreement including: (i) if the Company has employees, then statutory workers' compensation for all employees of Company (ii) commercial general liability insurance (including contractual liability coverage, broad form property damage liability and personal and bodily injury liability) covering all employees, subcontractors, agents and servants of Company and its subcontractors (if any) engaged in the performance of Event hereunder, with limits of at least $1,000,000 per occurrence and (iii) if the Company owns automobiles, then automobile liability insurance covering Company and its subcontractors (if any) engaged in the performance of Event hereunder with limits of at $1,000,000 combined single unit. Company will submit certificates of insurance to Wells Fargo upon the signing of this greement and annually thereafter if required. The certificate of insurance shall include a provision whereby the insurance care r is required to provide thirty (30) days advance written notice to Wells Fargo before termination, change, or cancellation takes ffect of any coverage under such policies evidenced on such certificate, regardless of whether cancelled by Sponsorship Agreement Page 2 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version Company or the insurance carrier. Such insurance will be primary and noncontributory to any insurance maintained by Wells Fargo. All of the insurance policies required to be obtained pursuant to this Agreement shall be with companies licensed to do business in the state and /or country where the Event will be performed and rated no less than AAA or AA for Claims Paying Ability Rating or BBBq for Qualified Solvency Rating by Standard & Poor and no less than A- as to Policy Holder's Rating in the current edition of Best's Insurance Guide (or with an association of companies each of the members of which are so rated). The insurance requirements specified herein do not relieve Company of its responsibility or limit the amount of its liability. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Company, and any approval or waiver of said insurance by Wells Fargo is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Company pursuant to this Agreement, including but not limited to the provisions concerning the indemnification obligations. 9. Confidentiality and Publicity. Company and Company Personnel agree to treat as confidential, whether obtained orally, in writing or otherwise, all of Wells Fargo's Intellectual Property Rights, specifications, requirements, drawings, electronic media, artwork, technical, financial or business data, including Wells Fargo's business processes, trade - secrets, know -how, other proprietary information, marketing or business plans, and information relating to Wells Fargo's customers, investors, affiliates, employees, including Customer /Consumer Information as defined in Exhibit A, if applicable ( "Confidential Information "). Company agrees to use Confidential Information only to perform under this Agreement, and will not disclose or sell Confidential Information to third parties including Company Personnel who do not have a need to know. All Confidential Information will at all times remain the sole and exclusive property of Wells Fargo. Company will use at least the same degree of care to prevent disclosure of Confidential Information that it uses to protect its own most sensitive confidential information, but in no event less than reasonable care. Company has established and maintains commercially reasonable safeguards against the destruction, loss, alteration of or unauthorized access to Confidential Information in Company's possession. Company will not attempt to access, possess or use any of Wells Fargo's Confidential Information to which Company is not entitled or authorized under this Agreement. Except when reasonably required to permit Company to perform under this Agreement, Company will disclose neither details of this Agreement nor the business relationship between Wells Fargo and Company to any outside third party (in writing, orally or on any website) without Wells Fargo's prior written approval, which may be withheld for any reason. This restriction specifically prohibits, but is not limited to, Company's use of Wells Fargo's Intellectual Property Rights. 10. Taxes. Wells Fargo will pay to Company any sales, use, excise, value -added or goods or services taxes due under laws associated with the Sponsorship Benefits (but specifically excluding taxes for ordinary personal property, income, or corporate franchise taxes, etc.), ( "Taxes "), within 45 days after Wells Fargo's receipt of an invoice satisfying the conditions of Section 3.b above. 11. Default and Termination. a. Default by Company. Company shall be deemed to be in default hereunder if: i. It is insolvent or makes a general assignment for the benefit of creditors, is adjudicated bankrupt, or files a voluntary petition in bankruptcy or for reorganization, immediately upon the occurrence of any such event. ii. Company fails to perform or observe any term of this Agreement, and such failure has not been completely cured within thirty (30) days after Company receives written notice thereof from Wells Fargo. iii. Company cancels or, without the approval of Wells Fargo, substantially modifies any aspect of the Event or the Sponsorship Benefits as outlined in Exhibit A. iv. Company or any of its officers or directors commits any serious act of misconduct or does anything, including, but not limited to, an act of dishonesty, theft, or moral turpitude, that could reasonable be determined to: (a) degrade or adversely affects the business or reputation of the Company; (b) bring the Company or any of its officers or directors into public disrepute, contempt, scandal, or ridicule; (c) insult, offend or shock the community; (d) prejudice the Company and the Event or Sponsorship Benefits related to the Event, in general; (e) injure the success of any use of or participation in the Event; or (f) reflect unfavorably on Wells Fargo or any of its affiliates. b. Termination. L Upon default as defined above, Wells Fargo may at its option elect to terminate this Agreement immediately by serving written notice of termination on Company. ii. If (a) either Party hereto is prohibited by law, regulation, or other legal requirement from performing its obligations or enjoying its rights under this Agreement or (b) if the Event is cancelled or moved to a different location, then Wells Fargo may terminate this Agreement. Sponsorship Agreement Page 3 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version iii. Upon such termination Wells Fargo shall be entitled to a pro rata refund and adjustment of the fee owed by Wells Fargo. The amount of the refund or adjustment of monies owed shall be mutually agreed upon by Wells Fargo and Company. 12. General Provisions. The Parties acknowledge and agree to the following: a. Severabili y. If any provision of this Agreement is prohibited or invalid under applicable law, such provision will be ineffectiv only to the extent of such prohibition or invalidity and will not invalidate the remainder of the provision or any remaining provisions of these terms and conditions. b. Exclusivity. The Sponsorship Benefits provided hereunder are on a no- minimum and non - exclusive basis, unless otherwise set forth in Exhibit A. c. Relations ip. This Agreement shall not be deemed to create any joint venture, partnership or agency between the parties he eto. It is understood that each Party shall be independent of the other and that neither Party shall have the right or a hority to bind the other Party. For the avoidance of doubt, Company is not an employee, agent, or partner of Wells Fargo, and will perform its obligations hereunder as an independent contractor. Company Personnel will not be considered employees of Wells Fargo within the meaning or application of any Laws. Company is responsible for all acts or omissions of Company Personnel. d. Survival. Those provisions of this Agreement which would require that they survive termination in order to give them full force and effect will survive termination of this Agreement for any reason, including Sections 5 (Warranties), 6 (Indemnification), 7 (Limitation on Liability), 9 (Confidentiality and Publicity), 10 (Pricing and Payment), 11 (Default and Termination) and 12 (General Provisions). e. Assignment. No right or obligation under this Agreement (including the right to receive monies due) may be assigned by Company without Wells Fargo's prior written consent and any purported assignment or delegation without such consent will be void. f. No Third -Party Beneficiaries. Company and Wells Fargo intend that this Agreement will not benefit or create any right or cause of action in or on behalf of any person or entity other than the Parties hereto and Wells Fargo's affiliates. g. Audit. Upon reasonable request, Company will provide Wells Fargo, and its auditors or regulators, with any information related to Company's performance or obligations hereunder. h. Records. Company will retain information obtained or created in the course of its performance hereunder as required by Laws. Upon termination of this Agreement, Company will immediately comply with all Wells Fargo instructions to return or irretrievably destroy all Wells Fargo Confidential Information. i. Governing; Law. This Agreement will be governed by the laws of the State of Minnesota, without reference to its conflicts or choice of law provisions. j. Arbitration. Any unresolved dispute under this Agreement shall be decided by arbitration under the Commercial Arbitration Rules of the American Arbitration Association ( "AAA ") or such other administrator as the parties may agree upon, and conducted at a location in Minnesota selected by the AAA or other administrator. All disputes submitted to arbitration will be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code). All statutes of limitation applicable to any dispute will apply to any arbitration proceeding. All discovery activities will be expressly limited to matters directly relevant to the dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided however, that nothing contained herein will be deemed to be a waiver, by any Party that is a bank, of the protections afforded to it under 12 U.S.C. §91 or any similar applicable state law. Nothing in this Paragraph Section 1412.j. shall prevent Wells Fargo from obtaining injunctive relief in any court of competent jurisdiction in the event of any breach of Section 86. k. Remedies, The exercise of one remedy will not be deemed an election of such remedy or preclude the right to exercise any other remedy available to a Party. I. Modification and Waiver. No modification of this Agreement and no waiver of any breach of this Agreement will be effective Unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the Parties will be construed as a waiver of any subsequent breach of this Agreement. m. Force Majjeure. If either Party is unable to perform any obligation hereunder by reason of any strike or other work stoppage, or labor dispute, government order or directive, act of God or other cause beyond such Party's reasonable control, such Party shall be excused from performance and may terminate this Agreement without liability to the other, except that Company shall refund to Wells Fargo a pro -rata portion of all payments made hereunder by Wells Fargo, such pro- ration to be mutually agreed upon by Wells Fargo and Company. n. Notices. All notices, consents and other communications hereunder must be in writing and will be deemed to have been duly given whelp delivered personally, or one (1) business day after being sent by an overnight courier, or three (3) business days Sponsorship Agreement Page 4 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version after being sent postage prepaid by certified or registered mail, return receipt requested. Faxed notices are sufficient to meet the notice requirement, provided an original copy follows it in a timely manner. All notices should be sent to the following addresses and indicated contacts: WELLS FARGO: Wells Fargo Bank, N.A. 255 Second Avenue South MAC N9301 -047 Minneapolis, MN 55479 Attention: Supply Chain Management COMPANY: Attention: o. Entire Understanding. This Agreement includes all attachments hereto, including but not limited to exhibits, addenda or schedule(s), and any properly executed addenda now or hereafter attached hereto. In addition, this Agreement constitutes the exclusive and entire agreement between the parties with respect to its subject matter and as of its date supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral, relating to its subject matter. Neither party will be bound nor liable to the other party for any representation, promise or inducement made by any agent or employee of the other party that is not embodied in this Agreement. IN WITNESS WHEREOF, Company and Wells Fargo, by the signatures of their duly- authorized representatives below, intending to be legally bound, agree to all of the provisions of this Agreement. TO AND ACKNOWLEDGED BY: By: Name: (Print) 694C Title: Date: Sponsorship Agreement By: Stacy Smithers Name: (Print) Marketing Director— Pacific Midwest Title: Date: Page 5 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version Exhibit A Event Description (including location(s)): Eagle County Fair and Rodeo Sponsorship Benefits Description: Event Date(s):S@ptember 11, 2015 Event Sponsorship Fees: 2 500 Total Fees (�including estimated Taxes): 2 500 Accounting) Unit (AU) to be billed: 046621 CO Retail 046621 CO Reta)I 004859 CO BB 004309 MT /WY all Other Invoking Procedures: Tax Exempt (yes /no): Certified Diverse Company (yes /no): Wells Fargo Invoice Address (if different than notice address): Attention: Brinn Pfeiffer 1740 Broadway - 10th Floor Denver, CO 802174 Brinn.Pfeiffer@Velisfargo.com Wells Fargo Customer/Consumer Information (any individually identifiable information such as attendee lists, including without limitation teammembers, volunteers, or other registered guests): Disclosed: No Company's Con act Name, Phone and Address, Email address: Sponsorship Agreement * PROPRIETARY — INTERNAL USE ONLY Page 6 October 2013 Version Wells Fargo Contact Name, Phone and Address, Email address: Brinn Pfeiffer Brinn.Pfeiffer @wellsfargo.com (303) 863 -4718 State in which sponsorship service is rendered: Colorado Sponsorship UNSPSC Code Name (For Internal Reference Only): Place a check in the box corresponding to the type of sponsorship contracted. ❑ Company Sponsored Professional Sports Events ❑ Company Sponsored Amateur Sports Events ❑ Sporting Promotion Services ❑ Sponsorship of an event or celebrity ® Culture ❑ Trade Shows and Exhibits ❑ Business Associations ❑ Civic Organizations and Associations and Movements Sponsorship Agreement Page 7 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version Sponsorship Logo Standards Exhibit B This document includes sponsorship logo standards that are intended to cover ONLY print applications (eg. program ads, ticket backs, etc.) of the Wells Fargo logo. Separate standards are being developed for larger format sponsorship applications such as interior and exterior sponsorship signage. For guidance on these larger format sponsorship applications, please review (or ask your Wells Fargo contact to reference) the Sponsorship Signage Request Process on the Marketing Sponsorship Resource Center. The Wells Fargo logo appears in Wells Fargo red and Wells Fargo yellow. Use the black 1 -color version only for one- or two -color (black plus one color) applications such as newspaper advertising or forms. Preferred 1 -Color CMYK logo 100% Black T�I.S colors Print logo Our logo colors must appear exactly the same every time they are used. On printed materials, Wells Fargo logo colors — Wells Fargo Red and Wells Fargo Yellow — must always match their CMYK formula respectively, whether printing on coated or uncoated stock. Never substitute other colors. This is especially important since certain paper stocks and different types of media may alter the way a color looks when reproduced. For this reason, a color check while the job is on press or in final (production is essential. Drawdowns are strongly recommended in all cases. For print jobs requiring spot color pages, special spot ink formulas are provided from the Brand Management Team at brand @wellsfargo.com. Wells Fargo red: C: 10 M: 100 Y:80 K: 20 Wells Fargo yellow: C:0 M: 20 Y: 100 K'.0 Online logo colors Below are the online color values of Wells Fargo red and Wells Fargo yellow. Wells Fargo Red: R: 187 G: 8 B: 38 HEX: BB0826 Sponsorship Agreement * PROPRIETARY — INTERNAL USE ONLY Page 8 October 2013 Version Wells Fargo Yellow: R: 252 G: 198 B: 10 HEX:FCC60A Clearspace and size Clearspace frames the logo, separating it from other elements such as headlines, text, imagery, and the outside edge of printed materials. Always leave the minimum amount of clearspace around the logo to maximize impact. In print, the preferred clearspace is half the height or width of the logo on each side. The absolute minimum clearspace requirement is a quarter of the height or width of the logo on each side. Online, the logo clearspace requirement is at least 10 pixels. In all cases the Wells Fargo logo should be clearly depicted and the size of the logo will depend on the size of the materials. In print, the minimum size of the Wells Fargo logo is 0.5 inch. Online, our logo should not appear smaller than 45 pixels and should always be a perfect square. NOTE: the minimum size of our online logo needs to be provided by Wells Fargo, because it is a specially built file. 1/4 X X 1/4 X 1/4 X X 1/4 X Minimum clearspace Sponsorship Agreement Page 9 * PROPRIETARY — INTERNAL USE ONLY * October 2013 Version 1/2 X 1/2 X 1/2 x x 1/2 x Preferred cle.Irspace II i Sponsorship Agreement * PROPRIETARY — INTER AL USE ONLY Page 10 October 2013 Version