Execution of this Registration constitutes an agreement with the City and acknowledges the Sponsor’s (1) acceptance of the Terms and Conditions appearing on this Registration form, (2) acceptance of the City’s Sponsorship Policy, if any (hereby incorporated herein as if set forth in full), (3) understanding and agreement that the City maintains its sponsorship program as a non-public forum and exercises sole discretion over who is eligible to become a sponsor, and (4) agreement that the person submitting this Registration is authorized to make the pledge herein in the name of the Sponsor.
By signature on this Registration application, the Sponsor agrees that the City maintains its sponsorships program as a non-public forum and further agrees to the following terms and conditions regarding its sponsorship:
1: License: The Sponsor hereby grants the City a non-exclusive, unlimited license to display, exhibit, use and reproduce the Sponsor’s tradename(s), trademark(s), and logo(s) (collectively, “Trademark”) for its marketing materials, social media, City website, etc., for the purpose of the promotion of the City and the Street Painting Festival scheduled for February 22 and 23, 2025 (the “Event”). The Sponsor represents and warrants that its Trademark does not infringe the tradenames/trademarks/logos of any other person or entity and agrees that the indemnification paragraph shall apply to any related claims. The Sponsor shall seek the City’s prior written approval of any promotional items the Sponsor intends to distribute at the Event. The Sponsor understands that the City does not endorse any aspect of the Sponsor, its services, or products.
2: Cancellation/Termination: The City, in its sole discretion, may, at any time, cancel or postpone the Event and/or terminate the sponsorship for its convenience, and shall notify the Sponsor of the same.
3: Indemnification; release: The Sponsor shall indemnify, hold harmless and defend the City and its officials, employees,and representatives (collectively, hereinafter, the “City”), against any claim, action, loss, damage, injury, death, liability, cost or expense including, but not limited to, reasonable attorneys' fees and court costs at all trial and appellate levels, directly or indirectly arising out of or related to any omission or act by the Sponsor, its directors, officers, employees, agents, contractors, subcontractors, guests, invitees, licensees or representatives, in the performance of this Sponsorship or otherwise arising out of Sponsor’s promotion of its products and services herein. Nothing contained in this provision or elsewhere in the Registration shall be construed or interpreted as consent by the City to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes. This Section shall survive the expiration or termination of this Registration. The Sponsor hereby releases, waives, discharges and covenants not to sue the City of and from all liabilities, any and all claims, demands, actions, damages, causes of action, suits in equity of whatever kind or nature, costs and expenses of any nature, and attorneys’ fees (collectively, “Damages”) arising out of or in any way connected with this sponsorship. The Sponsor understands that this release and waiver includes any and all Damages based on the negligence, actions or inactions of the City.
4: Remedies. If the City fails to place Sponsor’s Trademark on any of the promotional materials or otherwise fails to comply with its obligations to the Sponsor, the Sponsor’s sole remedy is limited to the City complying with such obligations at a future event or, in the City’s sole discretion, to refund the sponsorship payment (pro-rated or not) to the Sponsor. Neither party shall be liable to the other for any special, incidental or consequential damages of any kind whether or not caused by the other party’s negligence even if the parties have been advised of the possibility of such damages. The Registration shall be governed by the laws of the State of Florida. Any and all legal action, including mediation, necessary to enforce the sponsorship will be held in Palm Beach County, Florida. If any legal action or other proceeding is brought for the enforcement of the sponsorship, the parties agree that each party shall be responsible for its own attorney’s fees.
5: Insurance: The Sponsor shall maintain such insurance as will protect the City from claims which may arise out of or result from performance under this sponsorship by the Sponsor, or by anyone for whose acts the Sponsor may be liable. Such insurance, if any, shall be approved by the City. The City, in its sole discretion, may waive insurance requirements.
6: Public Entity Crimes: As provided in Sections 287.132-133, Florida Statutes, by signing the Registration, Sponsor certifies that it has not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof.
7: Inspector General: In accordance with Palm Beach County ordinance number 2011-009, this sponsorship may be subject to investigation and/or audit by the Palm Beach County Inspector General. Sponsor should review Palm Beach County ordinance number 2011-009 in order to be aware of their rights and/or obligations under such ordinance and as applicable.
8: Miscellaneous: The Sponsor is, and shall be, an independent contractor, and not an employee, agent, or servant of the City. Any provision of this Registration which is of a continuing nature or imposes an obligation which extends beyond the term of the Event shall survive its expiration or earlier termination. If any term or provision of the Registration, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of the Registration, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision shall be deemed valid and enforceable to the extent permitted by law. This registration may not be assigned by the Sponsor unless agreed to by the City which may withhold its consent in its sole discretion.
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