SPONSORSHIP AGREEMENT TO CONDUCT AND PROMOTE THE IRONMAN TRIATHLON WORLD CHAMPIONSHIP
SPONSORSHIP AGREEMENT
This Sponsorship Agreement ("Agreement") made between WORLD
TRIATHLON CORPORATION, a Florida, USA corporation, whose principal
business address is 43309 U.S. Highway 19 North, Tarpon Springs, Florida 34689,
(hereafter referred to as "WTC"), and THE CITY OF CLEARWATER, FLORIDA, a
municipal corporation of the State of Florida, having its principal business address at
112 S. Osceola Avenue, Clearwater, Florida 33756 (hereafter referred to as
"CLEARWATER").
WITNESSETH:
WHEREAS, WTC is engaged in the business of production, management,
operation and marketing of athletic competitions; and
WHEREAS, WTC conducts and promotes the IRONMAN TRIATHLON
WORLD CHAMPIONSHIP and the IRONMAN WORLD CHAMPIONSHIP 70.3
(hereinafter referred to as "CHAMPIONSHIPS");
WHEREAS, WTC owns and possesses technical expertise and expenence
through its operation oftriatWon events and the CHAMPIONSHIPS; and
WHEREAS, WTC owns various service marks and trademarks for
"IRONMAN", "IRONMAN TRIATHLON", "70.3" and "M-dot" with IRONMAN
TRIATHLON events becoming synonymous with high quality triathlon competition;
and
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CLEARWATER Initial/~
WHEREAS, WTC owns and controls the exclusive right to use of the names,
symbols, emblems, designs and logos of the CHAMPIONSHIPS and has the right to
grant licenses and rights therefore;
WHEREAS, both parties wish to enter into a Sponsorship Agreement for WTC's
IRONMAN WORLD CHAMPIONSHIP 70.3 to be held in Clearwater, Florida;
and
WHEREBY WTC wishes to grant and CLEARWATER wishes to obtain
permission to use WTC's service marks and trademarks for IRONMAN WORLD
CHAMPIONSHIP 70.3 in its sponsorship capacity for the event;
NOW, THEREFORE, in consideration of the promises and mutual covenants set
. forth herein, the parties agree as follows:
1. Definitions
(a) "70.3 IRONMAN DISTANCE" shall mean a triathlon race involving a
1.2 mile swim, 56 mile bicycle and a 13.1 mile run.
(b) The term "MARKS" shall mean the following trademarks or service
MARKS owned by WTC: "IRONMAN", "70.3".
(c) The term "RACE" shall refer to the IRONMAN WORLD
CHAMPIONSHIP 70.3 (a 70.3 IRONMAN DISTANCE event) to be conducted
annually by WTC and officially named the IRONMAN WORLD CHAMPIONSHIP
70.3.
2. Licenses
(a) WTC hereby grants to CLEARWATER sponsorship rights, as are
detailed herein, and CLEARWATER shall have the obligation in each year of the
TERM, to sponsor one RACE annually using the MARKS in advertising, marketing
and/or promotional materials for the term granted and under the conditions specified
hereafter. Any use of the MARKS shall be in conjunction with the Trademark
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Standards and Usage Guidelines for the 70.3 Series, attached hereto as Exhibit "A",
unless expressly approved in writing by WTC. The official name of the RACE shall be
the IRONMAN WORLD CHAMPIONSHIP 70.3.
(b) This license and right shall be specific to CLEARWATER and may not
be transferred or assigned to any other person or entity. All rights to the MARKS and
CLEARWATER'S use thereof will inure to the benefit ofWTC.
(c) CLEARWATER may only use the MARK "IRONMAN WORLD
CHAMPIONSHIP 70.3" in connection with advertising, marketing and/or promotional
materials relating to the RACE during the term of this Agreement, as follows:
1. CLEAR WATER may not utilize the MARKS on any products,
merchandise or other items other than 2( c) above, unless approved by WTC, which may
be granted or denied at WTC's sole and absolute discretion, within the term of this
Agreement.
11. CLEARWATER may not authorize, license or otherwise permit
any third party to manufacture, sell, affix, or use any of the MARKS on any product,
merchandise or race souvenirs during the term of this Agreement.
3. Territory and Name Desie:nation
(a) The territory of this license is the City of Clearwater in the State of
Florida.
(b) CLEAR WATER shall acknowledge in writing on its advertising,
marketing and/or promotional materials the existence of this License Agreement by use of
the language:
"IRONMAN WORLD CHAMPIONSHIP 70.3" is licensed by the
World Triathlon Corporation and the IRONMAN and 70.3
trademarks are used with permission of the World Triathlon
Corporation. "
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4. Undertakim!s of CLEARWATER
CLEAR WATER shall comply with providing the following, at no expense to
WTC, in its performance under this agreement:
(a) Traffic operations staff
(b) Dumpsters, trash cans and waste management staff
( c ) Lifeguards and water safety personnel
(d) Swim course set-up (including boats, buoys, sinkers)
(e) Traffic control officers (for event course and events)
(t) Medical coordination, EMS coverage and SunStar transport units
(g) Parks and recreation staff (including electricians, maintenance, custodial,
van drivers, events operator, events staff and volunteer coordinator)
(h) Trucks, mules, golf carts and barricades
(i) Event security
G) Complimentary parking at Sand Key Park for seven (7) days
(k) Public communications and marketing assistance
(1) TV production facility (trucks)
(m) On-site Internet and phone lines
5. Undertakine:s bv WTC
WTC shall comply with providing the following in its performance under this
agreement:
(a) Provide an IRONMAN WORLD CHAMPIONSHIP 70.3 triathlon event
executed by world championship standards.
(b) Provide a five (5) day event that includes an expo area known as the
"Ironman Village" (where sponsors, licensees and vendors exhibit their goods/services),
athlete check-in, VIP hospitality, practice swims, press conferences and banquets.
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(c) Provide an influx of 1500+ participants, media and VIP's requiring a
multi-night stay over in Clearwater.
(d) Provide a one (1) hour national TV show, date(s) and time(s) to be
announced, and live global streaming broadcast of the RACE.
(e) Provide CLEARWATER recognition with a major sponsor benefits
package to include: expo booth space, event signage at the expo and other locations at
the competition areas, VIP access passes, and one (1) full-page ad in the spring edition
of "Road to Clearwater" publication (CLEARWATER to provide camera-ready copy
for same).
(f) CLEARWATER shall be permitted to sell up to three (3) non-compete,
WTC pre-approved, sponsorships into the event with sponsor benefits to include
sponsor logos in WTC pre-approved advertising, expo booth space and signage at the
expo and event site.
(g) Provide media support in the nature of an extensive local, national and
international media plan, as will be jointly created by the parties, including sports media,
travel media and human interest stories.
(h) Provide assistance, at CLEARWATER's request, wherever feasible in the
promotion and publicity of the RACE.
(i) Make available upon reasonable notice, WTC personnel to participate in
designated promotional programs.
6. Term of A!!reement
(a) The term of this Agreement shall be effective for a period of a One (1)
Year ("TERM") with four (4) automatic one-year renewals, unless sooner terminated by
either party as provided for herein. The parties shall negotiate an option for additional
TERM extensions within the first six (6) months of 2009. The RACE shall be held on
the second Saturday in November of each year beginning in 2006 unless otherwise
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agreed to by the parties or this Agreement is terminated. Specifically, these RACE
dates shall be as follows:
. November 11,2006
. November 10, 2007
. November 8, 2008
. November 14,2009
. November 13,2010
The Effective Date of this Agreement shall be as of the date of execution by the parties
hereto and shall terminate on November 30, 2010, unless terminated earlier for cause.
The terms and conditions herein shall be binding on the parties during the TERM or any
. extensions thereof. Any amendments to this Agreement agreed to between the parties
must be modified by written amendment thereof and executed by both parties.
7. Indemnification
(a) WTC will indemnify, defend and hold CLEARWATER and its officers,
directors, and employees harmless from any and all claims, costs, liabilities, judgments,
expenses or damages (including reasonable attorney's fees), arising out of any breach, or
alleged breach, or any provision of this Agreement by WTC or any negligent and/or act
of malfeasance by WTC or any of its employees, agents and/or invitees.
(b ) CLEARWATER agrees to be fully responsible for their own acts of
negligence, or their respective agents' acts of negligence while acting within the scope
of their authority, and agree to be liable for any damages resulting from said negligence
to the extent permitted by Section 768.28 of the Florida Statutes. CLEARWATER shall
indemnify, defend and hold WTC and its officers, directors and employees harmless to
the extent set forth in the preceding sentence. However, nothing contained herein shall
be construed as consent by CLEARWATER to be sued by third-parties in any manner
arising from this Agreement, or as a waiver of sovereign immunity as to any party
(except as to WTC for any breach of this provision).
8. Additional Terms
(a) WTC reserves the right and/or option to terminate this Agreement if the
annual business deal between WTC and the St. Petersburg/Clearwater Area
Convention & Visitors Bureau ("CVB") for $100,000.00 (USD) and 225 hotel room
nights is not finalized or is not extended in any year during the TERM, in which case
the parties hereto shall be released of any further obligations due and owing hereunder
by the other party.
(b) Parties will conduct a meeting following each RACE to "debrief'
regarding the event, set. forth the following year's plans and review a report of the
RACE details and business goals, including but not limited to room rates, room
nights, spectator numbers, etc.
9. DefaultlTermination
Should either party default under any terms of this Agreement, the non-
defaulting party shall have the right to terminate this Agreement by providing ten (10)
days written notice, as notice is provided herein. The Agreement shall terminate upon
receipt of such notice without any further obligations due and owing hereunder by either
party .
10. Force Majeure
If due to Force Majeure, defmed for purposes of this Agreement as including
only natural disasters, war or other hostilities, or domestic or foreign governmental acts,
which actually make the area unsuitable or otherwise makes it impossible to conduct the
RACE, and therefore the RACE does not take place as contemplated hereunder,
Clearwater shall be offered a right of first refusal to sponsor any date on which WTC
reschedules the RACE. In such instance, all other terms and conditions of this
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CLEAR WATER Initials: (pff-l-
Agreement shall remam m full force and effect for the rescheduled RACE. If
Clearwater cannot or chooses not to accommodate such rescheduling, and the RACE is
rescheduled and occurs at a location outside the Clearwater City limits, payment shall be
made by Clearwater to WTC representing an amount equivalent to the in-kind services
which were to be performed by the City of Clearwater hereunder, so that WTC may
secure similar necessary services at the relocation site to conduct the RACE. The
payment shall be made only upon presentation of invoices or other documentation
acceptable to the City of Clearwater in its sole discretion, for such services and only
after the RACE has actually occurred in its entirety. Payment in accordance with the
above shall be made as follows:
(a) If the RACE is cancelled as a result of Force Majeure three 0) months or
less prior to the scheduled event, CLEARWATER agrees to pay the
entire $84,195.00 owing for the specific scheduled event year under this
Agreement;
(b) If the RACE is canceled as a result of Force Majeure six (6) months or
less prior to the scheduled event, CLEARWATER agrees to pay fifty
percent (50%) of the $84,195.00 owing for the specific scheduled event
year under this Agreement;
(c) If the event is cancelled more than 6 months before the scheduled event
as a result of Force Majeure, there will be no payment owing by
Clearwater to Ironman for that particular year of the Agreement.
11. Indeoendent Contractor
WTC and CLEARWATER shall be and act as independent contractors, and
under no circumstances shall this Agreement be construed as one of agency, partnership,
joint venture or employment between WTC and CLEARWATER. Each party
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acknowledges and agrees that it neither has nor will give the appearance or impression
of having any legal authority to bind or commit the other party in any way.
12. Failure to Obiect
The failure of either party to object to or to take affirmative action with respect
to any conduct of the other party which is in violation of the terms hereof shall not be
construed as a waiver thereof, nor of any future breach or subsequent wrongful conduct.
13. Notices
All notices required or permitted hereunder shall be deemed duly given ten (10)
days after mailing if sent by postal service or when actually received if sent in any other
manner, addressed to the parties as follows:
If to CLEARWATER:
CITY OF CLEARWATER
P.O. Box 4748
Clearwater, FL 33758-4748
Attention: Kevin Dunbar, Director, Parks and Recreation Department
with a copy to:
CITY OF CLEARWATER
112 S. Osceola Avenue
P.O. Box 4748
Clearwater, FL 33758-4748
(or to such other person or address as Owner shall furnish to Licensee in
writing)
If to WTC:
WORLD TRIATHLON CORPORATION
43309 U.S. Highway 19 North
P.O. Box 1608
Tarpon Springs, FL 34688-1608
Attention: Ben F ertic, President
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CLEARWATER Initials~~
(or to such other person or address as Owner shall furnish to Licensee in
writing)
14. Entire A!!:reement
This Agreement constitutes the entire understanding and agreement between
the parties with respect to the subject matter hereof and supersedes any and all prior
negotiations, understandings or agreements in regard thereto. This Agreement will be
deemed to have been executed and delivered in the State of Florida, and will be
construed and interpreted according to the laws of that State and of the United States
of America. This Agreement may be amended only by written instrument signed by
the parties hereto. In any litigation arising out of or relating to this Agreement, the
. parties agree that venue shall be instituted and prosecuted in the jurisdiction of the
State or Federal Court of Florida.
This Agreement may be executed in two (2) or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the same
instrument.
This Agreement shall be rendered null and void if one of the parties hereto
fails to execute the Agreement by sig~ing this document as acceptance of the terms
and conditions contained therein.
CITY OF CLEARWATER
WORLD TRIATHLON CORPORATION
BY:~~-;u:.
Print Name: William B. Horne II
Title: City Manager
Byd7~
Title: President
Date Executed:
10 /z,~S
, r
By:
Mayor
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CLEARWATER Initial/~
By:
Assistant City Attorney
By:
EXHIBIT "A"
Trademark Guidelines Will Be Forthcoming and Inserted Here
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EXHIBIT "A"
e
IROIIIIIAII.
Trademark Standards
and Usage Guidelines for the
Ironman 70.3 Series Events
As of September 1,2005
Brand Logo Specifications
The Ironman, M-dot and Ironman 70.3 Trademarks must be used consistently.
Modifications, variations and incorrect use of the logos dilute the brand mark and create
consumer confusion. You playa vital role in protecting the integrity of the Ironman brand
marks. Please familiarize yourself with the guidelines and follow them diligently when .
using the marks in retail marketing, advertising, promotions and licensed products. All
products, apparel and materials using the Ironman, M-dot and Ironman 70.3 logos
must be approved prior to use.
U sin!! the Trademarks on
Ironman 70.3 Qualifvin!! Race Merchandise
. All merchandise designs utilizing the Ironman, M-dot and Ironman 70.3 logos
must be submitted by the Race Director to WTC for approval not less than 90
days prior to your event.
. Provide an assortment of sample event merchandise bearing the Ironman,M -dot
and Ironman 70.3 logos to WTC 45 days prior to your event.
. Event race packets will be held until logo designs for merchandise are approved
by WTC. ,
. Any unapproved merchandise may not be sold at your event or on your web site.
The sale of unapproved merchandise at your event may jeopardize your status as
an Ironman 70.3 qualifying event in future years.
If you have any questions regarding the use of the Ironman stylized logos, please contact:
Sally Gregory
727.942.4767 ext. 212 or sally@ironmanlive.com
or
Carolyn Richards
727.942.4767 ext. 215 or carolyTI@ironmanlive.com
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The Ironman 70.3 Event Logo
e
IRD....~
70.3M
Guidelines For Creating: Your Ironman 70.3 Event Log:o:
. Utilize the core Ironman 70.3 logo (see graphic above) when creating your 70.3
event logo
. WTC must approve all uses of your Ironman 70.3 Event logo prior to usage.
. Upon confirmation by WTC, the TM trademark symbol is to be placed
immediately adjacent to the right side ofthe logo.
. Nothing can be embedded in, added to or superimposed on the 70.3 Event logo.
. The 70.3 Event logo may be used in different colors. However, the M-dot and
70.3 must be the same color but cannot be in any color of blue.
. Your 70.3 Event logo must incorporate the "name of the event. Event location
may appear to the right of 70.3 Event logo. Title sponsor, if applicable, and/or
event name may appear above "IRON."
. Your 70.3 Event logo may be used on printed race materials, web site, marketing
materials and event merchandise.
The event logo for Ironman 70.3 Baja is an example f an approved logo:
C:-:~"~
MEXICO ___--I..~ ---"
IRDII...@
70.3 TN T~ · A. T " '0 ~.
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The Ironman 70.3 Member Event Logo
Guidelines For the Use of the Ironman 70.3 Member Event Loe:o:
· WTC must approve all uses of the 70.3 Member Event logo prior to usage.
. Nothing can be added to, embedded in or superimposed on the 70.3 Member
Event logo.
. The 70.3 Member Event logo must be used with the specified 70.3 brand color,
which is PMS 186 Red and black. No color changes are permitted. .
. The 70.3 Member Event logo must be used on printed race materials, marketing
materials and event web site.
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The Ironman 70.3 Oval Logo
10 3"
Guidelines For the Use of the Ironman 70.3 Oval LOl!o:
. WTC must approve all uses of the 70.3 Oval logo prior to usage.
. Nothing can be added to, embedded in or superimposed on the 70.3 Oval logo.
. The 70.3 Oval logo colors are PMS 186 red and black.
. The 70.3 Oval logo may be used in different color variations other than red, black
and white.
. The 70.3 Oval logo may be used on event merchandise.
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The M-Dot Logo
-
@
Guidelines For the Use of the M-Dot L02:o:
· WTC must approve all uses of the M-dot trademark prior to usage.
· The @ is to be placed immediately adjacent to the
right side of the base of logo.
· The "dot" must always be centered above the "M" with a space between
the dot and M.
· The logo may be reduced or enlarged as needed.
· Nothing may be added to, embedded in or superimposed on the M-dot logo.
· The M-dot logo must never be used in a color of blue.
· The M-dot, when used within the Ironman stylized logo, must be offset via
color differentiation.
It is advised that the logo be used with the specified M-dot brand color, whenever
possible. However, the logo color can be changed to a solid using other colors, using
good judgment and prior approval from WTC. The specified PMS color for the M-dot is
186 Red.
Example:
.
.@70.3
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Ironman Logo Trademark Claim Notice
Notice must be given to the consuming public that World Triathlon Corporation (WTC)
claims ownership of the IRONMAN stylized logo, the M-Dot logo and the Ironman 70.3
logos. Therefore, the following legal notice must appear on all products, packaging or
printed materials as appropriate. It should be no smaller than 6pt type.
Ironman@ is a registered trademark of World Triathlon Corporation.
M-dot@ is a registered trademark of World Triathlon Corporation.
Ironman 70.3™ is a trademark of World Triathlon Corporation.
70.3™ is a trademark of World Triathlon Corporation.
Upon confirmation byWTC, the @ is to be placed next to IRONMAN, M-Dot, Ironman
70.3 or 70.3 when using the IRONMAN trademark to signify that the mark is registered.
In some instances, the ™ is to be used instead; therefore, prior confirmation by
WTC is required.
Standard Ironman Brand Colors
Color serves as a strong identifier to the Ironman, M-dot and Ironman 70.3 trademarks.
Proper usage will help protect our brand. The brand colors for Ironman and M-dot are:
red and blue. The red is designated as PMS 186 Red for the M-dot and blue as PMS
Reflex Blue for the remainder of the Ironman stylized logo. The brand colors for the
Ironman 70.3 logos are PMS 186 Red and black.
4-Color Process Printing:
In cases where the PMS 186 Red and PMS Reflex Blue cannot be used, a process has
been agreed upon for standard printing. When printing in process colors (cyan, magenta,
yellow and black), the best match to PMS is:
Red = 0% Cyan, 91 % Magenta, 76% Yellow, 6% Black
Blue = 100% Cyan, 72% Magenta, 0% Yellow, 6% Black
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