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AMENDMENT TO SPONSORSHIP AGREEMENTDocuSign Envelope ID: 1 B3B266D-56E3-4E9A-9EEO-B2D9E4634882 AMENDMENT TO SPONSORSHIP AGREEMENT BETWEEN ESPN PRODUCTIONS INC. AND THE CITY OF CLEARWATER THIS AMENDMENT (the "Amendment"), effective as of June 30, 2021, is by and between ESPN Productions, Inc., with offices located at 11001 Rushmore Drive, Charlotte, North Carolina 28277 ("EPI"), and the City of Clearwater, with offices located at Municipal Services Building, 100 South Myrtle Ave., Clearwater, Florida 33756 ("Sponsor") (each a "party" and collectively, the "parties") and amends that certain Sponsorship Agreement (the "Agreement") dated as of May 2, 2018, by and between Sponsor and EPI. WHEREAS, EPI and Sponsor desire to amend the Agreement to replace the 2021 Event with the 2022 Event in an effort to relieve Sponsor of any obligations (financial or otherwise) pursuant to the Agreement for the 2021 Event, as more fully set forth in this Amendment. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment and other good and valuable consideration, the parties agree as follows: 1. Capitalized terms used and not defined in this Amendment shall have the meaning ascribed to it/them in the Agreement. To the extent there are any conflicts between the terms contained in this Amendment and those contained in the Agreement, the terms of this Amendment shall control. 2. Section II of the Basic Provisions of the Agreement is hereby amended as follows: "II. EVENTS; SITE; DATES: The events are: the 2019, 2020, and 2021 2022 St. Pete/Clearwater Elite Invitational, a Division I college women's softball tournament, owned and operated by EPI, set to be played at Eddie C. Moore Complex in Clearwater, Florida (the "Site"); the Sponsorship and/or Advertising Benefits may also include benefits with respect to ancillary events held in connection with the event described above as fully set forth in Exhibit B (each an "Event," and collectively, the "Events"). The Events are scheduled to take place on the following dates: 2019 St. Pete/Clearwater Elite Invitational 2020 St. Pete/Clearwater Elite Invitational 1 - 2022 St. Pete/Clearwater Elite Invitational February 14-17, 2019 TBD February 17-20, 2022" 3. Section 6(a) of Exhibit A to the Agreement is hereby amended as follows: "a) Sponsor shall indemnify, defend, and hold harmless, EPI, its parent, subsidiary and affiliated companies, and each of its and their respective officers, directors, employees, agents, representatives, successors and assigns, from and against any and all third party claims, demands, actions, damages, losses, liabilities and expenses of any nature (including reasonable attorneys' fees and disbursements), that are incurred by any of them (collectively, "Claims") to the extent caused, or alleged to be caused, by: (i) the acts or omissions of Sponsor, its employees, agents, guests, invitees or subcontractors; (ii) any products liability claim related to any products or services of Sponsor; (iii) Sponsor's unauthorized use of EPI's or ESPN's Marks (defined below) or any third party intellectual property; (iv) the infringement or alleged infringement of any patent, trademark, copyright, title, slogan and/or other intellectual property rights by Sponsor or facilitated by Sponsor, including but not limited to, any Claims arising out of or relating to Sponsor' s Marks provided by Sponsor to EPI and EPI's use thereof pursuant to this Agreement; (v) Sponsor' s breach or alleged breach of this Agreement and/ or the failure of any warranties or representations given EPI_City of Clearwater_Amendment (2021)v2 DocuSign Envelope ID: 1B3B266D-56E3-4E9A-9EEO-B2D9E4634882 or made by Sponsor herein; (vi) Sponsor' s failure to follow any applicable law; and (vii) for any damages and/or injuries of any kind sustained by Sponsor, its employees, agents, guests, invitees or subcontractors while they are on the premises where any Events, activities and/or promotions described in this Agreement, will take place (including, without limitation, any death, illness or personal injury incurred by Sponsor, its employees, agents or subcontractors as a result of exposure to or an infection of COVID-19), except to the extent that such claims and/or liability described in this subsection (vii) arise out of EPI's negligence or willful misconduct. Notwithstanding anything contained herein to the contrary, this indemnification provision shall not be construed as a waiver of any immunity to which Sponsor is entitled or the extent of any limitation of liability pursuant to § 768.28, Florida Statutes. Any claims against Sponsor must comply with the procedures found in § 768.28, Florida Statutes. Furthermore, this provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Sponsor may have under § 768.28, Florida Statutes or as consent to be sued by third parties." 4. A new subsection 6(0 is hereby added to Exhibit A of the Agreement as follows: "f) Without limiting the foregoing, EPI and Sponsor each hereby voluntarily and knowingly waive, release, discharge and relinquish any and all claims, actions and lawsuits related to COVID-19 against the other party that may arise from the staging, conduct or production of the event except any claim for indemnity arising under this Section 6." 5. Section 9(a) of Exhibit A to the Agreement is hereby amended and restated as follows: "a) In the event that either EPI or Sponsor is unable to perform or is precluded from performing, in whole or in part, any of its obligations under this Agreement due to any unforeseen circumstances beyond the reasonable control of the party precluded from performing, including, but not limited to an act of God, war, terrorist attack, inevitable accident, strike or other labor dispute, fire, riot or civil commotion, national emergency, pandemic or other similar public health crisis on a regional or nationwide level (e.g., the current COVID-19 pandemic (and any future resurgence thereof)), government (whether federal, state or local) action or decree, extreme inclement weather, failure in whole or in part of technical, production or television equipment or for any other reason beyond the reasonable control of Sponsor or EPI (an event of "Force Majeure"), then such inability to perform shall not be deemed to be a breach hereunder. If any Event(s) should be postponed or delayed due to an event of Force Majeure, then EPI shall have the right to elect to stage, produce and distribute such Event on its rescheduled date and/or time and to provide Sponsor with the applicable Sponsorship and Advertising Benefits hereunder in accordance with all the terms hereof in connection with the rescheduled Event (including, without limitation, the payment of the Sponsorship Fee as set forth herein), in which case all EPI's rights herein shall survive. If any Event(s) should be cancelled due to an event of Force Majeure and not rescheduled, EPI shall use commercially reasonable efforts to remit to Sponsor: (i) a pro rata refund, or (ii) "make good" inventory, each of the foregoing reflecting the value of the Sponsorship and/or Advertising Benefits Sponsor did not receive due to such cancellation, as measured by EPI's then -current standard rate card." 6. Except as specifically amended hereby, the Agreement remains in full force and effect. 7. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Facsimile signatures (i.e.. scan/.pdf) shall have the same force and effect as originals. DocuSign Envelope ID: 1B3B266D-56E3-4E9A-9EEO-B2D9E4634882 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. THE CITY OF CLEARWATER BY: Name/Title: Countersigned: Frank V. Hibbard Mayor Approved as to form: Assistant City Attorney By: Attest: 3 ESPN PRODUCTIONS, INC. r (DocuSipned by: 1M l BY: 00Ao010o.04O4eC... Chnt Overby, Vice President CITY OF CLEARWATER, FLORIDA LO.Lti,„, Rs_ 44 -(4,437/1 -- William B. Home II City Manager CA-L71/ua Z�c Rosemarie Call City Clerk