NAMING RIGHTS AGREEMENTDocuSign Envelope ID: BE739BBi A72A-41 E3-8A5C-984C1-EFEN53CD
NAMING RIGHTS AGREEMENT
This NAMING RIGHTS AGREEMENT (the "Agreement"), made and entered
into this February 122024 (the "Effective Date") by and between The City of Clearwater,
Florida, a municipal corporation of the State of Florida with an office address 100 South Myrtle
Avenue, Clearwater, FL 33756 ("Entity") and BayCare Health System, Inc., a Florida not-for-
profit corporation, and its hospitals, facilities, affiliates, and/or subsidiary companies with an office
address at 2985 Drew Street, Clearwater, Florida 32759 ("Sponsor" or "BayCare"). Entity and
Sponsor are sometimes together referred to herein as the "Parties" and individually as a "Party".
WITNESSETH:
WHEREAS the Entity owns The Sound music venue (further described in Section 2) located
inside Coachman Park (defined below) referred to as "The Sound" (the "Facility"); and
WHEREAS, Entity has the right to sell Naming Rights and other sponsorship and associated
rights to the Facility and Coachman Park; and
WHEREAS, Sponsor desires to purchase Naming Rights to the Facility and certain associated
rights with respect to the Facility and Coachman Park, all as more fully set forth herein; and
WHEREAS, Entity desires to sell Naming Rights to the Facility and certain associated rights to
the Facility and Coachman Park to the Sponsor, in consideration for the covenants and
agreements set forth in this Agreement; and
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties,
covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the following
meanings.
"Affiliate" means a Person that, directly or indirectly, through one or more intermediaries,
controls, or is controlled by, or is under common control with, a Person whether by ownership,
contract, or otherwise. As used in this definition, the term "controls" or "controlled by" means the
possession of the power to direct the management and policies of the Person, whether through
ownership of voting securities, by contract or otherwise.
"Agreement" has the meaning set forth in the Preamble.
"Base Term" has the meaning set forth in Section 3(a).
"Coachman Park" means the 19 -acre park located in Downtown Clearwater next to the
Clearwater Main Library and Clearwater Harbor Marina, with an address of 301 Drew Street,
Clearwater, Florida 33755.
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"Contract Year" means each twelve (12) month period beginning on the Effective Date
and each anniversary thereof.
"Contract Year of Termination" has the meaning set forth in Section 25(d)(iii).
"Direct Competitor" means any Healthcare System (as defined below).
"Effective Date" means , 2024.
"Entitlements" means the entitlements set forth in Exhibit B.
"Entity" has the meaning set forth in the Preamble.
"Entity Default" has the meaning set forth in Section 25(c).
"Entity Trademarks" means Entity's name or other logos or trademarks, as set forth in
Section 16(a).
"Exclusive Category" means, with respect to the Facility and Coachman Park, the
Healthcare System category. The Parties acknowledge and agree that Entity may not enter into
another exclusive sponsorship agreement with a Person who offers products or services set forth
in the Exclusive Category.
"Extended Term 1" has the meaning set forth in Section 3(b).
"Extended Term 2" has the meaning set foth in Section 3(b).
"Facility" has the meaning set forth in the Recitals.
"Facility Developments" means any facility, or any portion thereof, that is planned,
developed, and/or constructed at, or in association with, the Facility after the Effective Date.
"Facility Domain Name" has the meaning set forth in Section 15(a).
"Facility Logos" has the meaning set forth in Section 10(a). The Facility Logo shall also
include any future changes to the Facility Logo, in accordance with this Agreement.
"Facility Manager" means any Person, other than Entity, that operates or manages the
Facility or any portion thereof.
"Facility Manager Event" means any ticketed event open to the public during the Term of
this Agreement that is scheduled, organized, promoted, and produced by the Facility Manager.
"Facility Social Media Accounts" has the meaning set forth in Section 15(b).
"Facility Trademarks" has the meaning set forth in Section 14(a).
"Force Majeure Event" has the meaning set forth in Section 30.
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"Healthcare System" means a facility or network of facilities with an organized medical
staff, with permanent facilities that include inpatient beds with medical services, including
physician services and continuous nursing services under the supervision of registered nurses, to
provide diagnosis and medical or surgical treatment primarily for, but not limited to, acutely ill
patients and accident victims, to provide treatment for patients with mental illness, or to provide
treatment in special inpatient care facilities. For the purpose of this Agreement, Healthcare System
shall explicitly include insurance companies that offer Medicare Advantage plans, and facilities
engaged in pharmaceutical and psychiatric services. Healthcare System shall not include
independent healthcare facilities engaged in, without limitation, the practice of dentistry or
ophthalmology, or chiropractic services.
"Independent Marks" has the meaning set forth in Section 14(c).
"Insolvency Event" means, with respect to Sponsor, the occurrence of any of the following:
(a) Sponsor shall commence a voluntary case concerning itself under any Insolvency Law; (b) an
involuntary case is commenced against Sponsor and the petition is not controverted within fifteen
(15) days, or is not dismissed within sixty (60) days, after commencement of the case; (c) a
custodian is appointed for, or takes charge of, all or substantially all of the property of Sponsor or
commences any other proceedings under any Insolvency Law relating to Sponsor or there is
commenced against Sponsor any such proceeding which remains undismissed for a period of sixty
(60) days; (d) any order of relief or other order approving any such case or proceeding is entered;
(e) Sponsor is adjudicated insolvent or bankrupt; (f) Sponsor suffers any appointment of any
custodian, receiver or the like for it or any substantial part of its property to continue undischarged
or unstayed for a period of sixty (60) days; or (g) Sponsor makes a general assignment for the
benefit of creditors.
"Insolvency Law" means any bankruptcy, reorganization, arrangement, adjustment of debt,
relief of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction, whether
federal, state or foreign, and whether now existing or hereafter in effect.
"Knowledge" means with respect to Sponsor, that the executive officers and directors of
Sponsor are aware or reasonably should have been aware of a particular fact or matter after
conducting reasonable due diligence and inquiry.
"Laws" means any relevant federal, state, local, or foreign constitution, treaty, law, statute,
ordinance, resolution, rule, code, regulation, order, writ, decree, injunctions, judgment, stay, or
restraining order, provisions and conditions of permits, licenses, registrations, and other operating
authorizations, and any judgment, opinion, or ruling of, any governmental authority, in each case,
whether currently in effect or which may hereinafter be enacted as existing or amended.
"Name" has the meaning set forth in Section 4(a). The Name shall also include any future
name changes.
"Naming Rights" means the right, subject to prior written mutual agreement between the
Parties, to name the Facility.
"Old Facility Logo" has the meaning set forth in Section 10(c).
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"Parks Developments" means any facility, or any portion thereof, that is planned,
developed, and/or constructed at, or in association with, Coachman Park after the Effective Date.
"Party" has the meaning set forth in the Preamble.
"Person" means any natural person, corporation, partnership, limited partnership, limited
liability company, estate, trust, joint venture, association, government (and any branch, agency or
instrumentality thereof), governmental entity or other form of entity or business organization.
"Primary Logo" has the meaning set forth in Section 10(a).
"Public Statements" has the meaning set forth in Section 35.
"Rights Fee" has the meaning set forth in Section 8.
"Secondary Logos" has the meaning set forth in Section 10(a).
"Signage" has the meaning set forth in Section 11(a).
"Sponsor" has the meaning set forth in the Preamble.
"Sponsor Default" has the meaning set forth in Section 25(a).
"Sponsor Trademarks" means Sponsor's name or other logos or trademarks, as set forth
in Section 17(a).
"Style Guide" has the meaning set forth in Section 10(b).
"Subordinate Rights" has the meaning set forth in Section 4(c).
"Term" has the meaning set forth in Section 3(c).
"Third Party Intellectual Property" has the meaning set forth in Section 18(a).
"Third Party Signs" has the meaning set forth in Section 11(f).
"Transfer" has the meaning set forth in Section 28.
"Uncontrolled Portions" has the meaning set forth in Section 6(a).
2. The Sound. The Entity hereby represents that the Entity owns the Facility and
Coachman Park and that the Facility Manager operates the Facility. Facility is a waterfront music
venue located within Coachman Park that, as of the Effective Date, consists of 4,000 covered seats,
additional lawn seating for approximately 5,000 guests, a stage, backstage, dressing rooms, a VIP
area, restrooms, and vendor areas, and is located at 255 Drew Street, Clearwater, FL 33755; a map
of the Facility and Coachman Park is included as Exhibit A. Nothing herein contained shall
obligate Entity or Facility Manager to operate the Facility, or any of its facilities on any particular
day or for any particular number of hours per day. The Entity and the Facility Manager reserve the
right to alter the operating schedule of days and hours of the Facility at any time and without notice
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to Sponsor. In addition, nothing herein contained shall obligate Entity to operate Coachman Park,
or any of its facilities on any particular day or for any particular number of hours per day. The
Entity reserves the right to alter the operating schedule of days and hours of Coachman Park at any
time and without notice to Sponsor. Notwithstanding the foregoing, Entity represents that
beginning in the 2024 calendar year, the Facility will host a minimum of thirty-five (35) Facility
Manager Events per year. For the sake of this Agreement, each day a performance takes place at
the Facility shall be considered one "event".
3. Term.
a. The term of this Agreement shall commence on the Effective Date and continue for
ten (10) Contract Years, unless extended or sooner terminated in accordance with
the terms hereof (the "Base Term").
b. Extended Terms. Notwithstanding the foregoing, the Parties shall have the right to
extend the Term of this Agreement, upon the terms and conditions set forth herein,
including the payment chart set forth in Exhibit C, for two (2), ten (10) Contract
Year periods, as further set forth in Sections 3(b)(i)-(ii) immediately below.
i. Extended Term 1. If, at any time before the last day of Contact Year 8, the
Parties execute a written extension memorializing their intent to extend the
Term, then the Term shall extend for ten (10) Contract Years (unless sooner
terminated in accordance with the terms hereof), effective after Contract
Year 10. ("Extended Term 1").
ii. Extended Term 2. If, at any time before the last day of Contract Year 18,
the Parties execute a written extension memorializinng their intent to extend
the Term, then the Term shall extend for ten (10) Contract Years (unless
sooner terminated in accordance with the terms hereof ), effective after
Contract Year 20 ("Extended Term 2").
c. The Base Term and any and all Extended Terms, individually or collectively, shall
together be referred to herein as the "Term."
4. Grant of Rights.
a. Grant of Naming Rights. Entity hereby grants to Sponsor during the Term the
exclusive Naming Rights to Facility pursuant to the terms and conditions of this Agreement. As
of the Effective Date, the official name of Facility shall be "The BayCare Sound" (the "Name"),
unless amended or changed in accordance with this Agreement. The Facility shall be referred to
as the Name in all marketing and promotional materials (materials including print and electronic
publications, print and electronic program guides, brochures, visitor guides, flyers, programs, and
the like, on websites, social media, press releases, electronic or static billboards, merchandise,
uniforms, badges, letterhead, event credentials and tickets, and similar materials, and other related
areas) and Signage. Both Parties agree that the Name should not be abbreviated and to use good
faith efforts, contractually or otherwise, to require that third parties (including those third parties
that enter into an agreement to rent or use Facility) include the Name in all advertising or other
dissemination of information regarding Facility. Entity shall use good faith efforts to require the
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use of the Name as an obligation in any contract negotiated with a Facility Manager in the future
in all instances in which business is conducted or information is released, and a reference is made
to Facility.
b. Name Change. In no event shall the Name be changed or altered by Sponsor without
the prior written approval of Entity. In no event shall the Name be changed or altered by Entity
without the prior written approval of Sponsor.
c. Subordinate Rights. Notwithstanding the grant of Naming Rights, Entity shall have
the unlimited right to offer, grant, sell or otherwise convey naming rights, presenting sponsor,
official sponsor, sponsorship rights, advertising, hospitality, or any other rights, benefits, or
recognition, in whole or in part, to any subordinate portion of the Facility or Coachman Park (the
"Subordinate Rights") to any third party; provided however, that Entity shall not grant any
Subordinate Rights to a Direct Competitor within the Exclusive Category.
d. Limitation of Rights. The Parties hereby understand and agree that the Entitlements
and branding rights set forth in this Agreement shall only apply to the Facility and Coachman Park
as they currently exist as of the Effective Date, which is set forth in Exhibit A; they shall not apply
to any Facility or Park Developments. Any and all branding opportunities to Facility and Park
Developments shall be negotiated and memorialized in a separate written agreement. Entity hereby
agrees that it shall not grant to any Direct Competitor any right or license to market or promote
any products or services within the Exclusive Category in conjunction with any Facility or Park
Developments.
5. Exclusivity. From the Effective Date through the end of the Term, subject to Section 6
below, and as long as no Sponsor Default exists, Entity hereby agrees that it shall not grant to any
Direct Competitor any right or license to market or promote any products or services within the
Exclusive Category anywhere at the Facility or within Coachman Park.
6. Exceptions to Exclusivity. Notwithstanding anything to the contrary herein, any right
of exclusivity granted to Sponsor in this Agreement shall be limited based on the following:
a. Sponsor acknowledges and agrees that Entity cannot control the Facility,
Coachman Park, and components thereof, when promoters, tenants, and other third
parties use the Facility or any of the facilities therein, Coachman Park or any of the
facilities therein, or when the Facility or Coachman Park are open to the public
("Uncontrolled Portions"). Therefore, competing brand logos, products, signage,
and other promotion or recognition, including those of Direct Competitors, may be
promoted and otherwise visible, throughout the Term, in the Uncontrolled Portions
and will not constitute a breach of this Agreement so long as Entity contacts
Sponsor as soon as such promotion occurs and there is a mutual agreement
regarding how the competing brand logos, products, signage, and or recognition of
the Direct Competitors will be discontinued.
b. Entity and any Facility Manager may, without breaching this Agreement, enter into
rental, lease, or use agreements for use of the Facility or its facilities therein or
Coachman Park or its facilities therein, with entities who may compete, have
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sponsors that compete, or host events or other functions that have sponsors that
compete with Sponsor, including Direct Competitors.
7. Entitlements. Commencing on the Effective Date and throughout the Term of this
Agreement, Entity shall provide to Sponsor and Sponsor shall be entitled to the Entitlements set
forth in Exhibit B.
8. Compensation to Entity. In consideration of the rights, privileges, and benefits granted
under this Agreement, Sponsor shall pay to Entity compensation during the Term as set forth in
Exhibit C ("Rights Fee"). The Rights Fee shall be due and payable in one (1) installment per
Contract Year. In the first Contract Year, the Rights Fee shall be due and payable within sixty (60)
days of the Effective Date. In all subsequent Contract Years, the Rights Fee shall be due and
payable within thirty (30) days of the commencement of each Contract Year.
9. Payments.
a. All payments shall be paid by way of check made payable to "The City of
Clearwater, Florida" and mailed to Entity at its address set forth in Section 19, or such other
address as is designated by Entity in writing and in advance.
b. Any payment required to be made by Sponsor that is not paid within ten (10) days
from the date such payment becomes due and owing shall bear interest at an annual rate of twelve
percent (12%) per annum or, if lower, the maximum allowed by law, from the due date to the date
payment is actually made. The right of Entity to receive interest under this Section shall be in
addition to all other rights it may have as a result of Sponsor's failure to make payments when due.
10. Facility Logos.
a. Facility Logos. During the Term, Entity, Sponsor, and the Facility Manager shall
develop, at Sponsor's sole cost and expense, a logo or other similar design or device incorporating
"BayCare," "The Sound," and such additional appropriate words or designs that relate to or
identify Sponsor and Entity (the "Primary Logo"). Sponsor may develop, at Sponsor's sole cost
and expense, derivative graphic designs and devices related to the Primary Logo to be used
periodically for ancillary marketing and promotional purposes pursuant to this Agreement, subject
to the prior written approval of Entity (the "Secondary Logos"; collectively with the Primary Logo,
the "Facility Logos"). In all events, the Facility Logos shall be included in all marketing and
promotional materials produced by Sponsor related to the Facility. In all events, the Facility Logos
shall be mutually agreed upon by Entity and Sponsor. Approval of Facility Logos shall not be
unreasonably withheld, conditioned, or delayed by either Party. In no event shall any of the Facility
Logos be changed or altered by either Party without the prior written approval of the other Party.
b. Use of the Facility Logos & Name. As soon as reasonably practical after the
Effective Date, Entity, Sponsor, and the Facility Manager shall develop a style guide that sets forth
approved uses of the Facility Trademarks and the Independent Marks ("Style Guide"). Any use of
the Facility Trademarks and Independent Marks by either Party shall comply with the Style Guide
in all material respects. Any use of the Facility Name, Facility Logo, or Independent Marks by
either Party that departs in any material respect from the agreed upon Style Guide shall, in each
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case, be submitted to the other Party for its prior written approval, in accordance with the approval
rights set forth in Sections 16 and 17, respectively.
c. Use of Old Facility Logo & Name. Entity and/or Facility Manager shall have the
right to deplete any inventory (e.g., brochures, flyers, letterhead, etc.) of produced materials using
the Facility name and logo that was used prior to this Agreement ("Old Facility Logo"), not to
exceed sixty (60) days past the Effective Date. Prior to sixty (60) days past the Effective Date,
Entity and/or the Facility Manager (at the direction of Entity) shall provide Sponsor with the
opportunity to purchase Old Facility Logo inventory, without markup, for destruction. Entity shall
use good faith efforts to require the Facility Manager to order any and all new inventory after the
Effective Date with the Name and Facility Logo (as appropriate, depending on the nature of the
item) and shall use good faith efforts to make such requirement an obligation in any contract
negotiated with a Facility Manager in the future.
11. Signage.
a. Facility Signage. In connection with the Entitlements granted to Sponsor
hereunder, Sponsor shall be entitled to have certain signage or other forms of exposure of the Name
and Facility Logos placed conspicuously in, on and around the Facility and Coachman Park as
specified in Exhibit B (the "Signage"). The content, appearance, location, material, quantity and
size of all Signage shall be mutually agreed upon by Sponsor and Entity. The appearance, location,
and size of any and all Signage shall be consistent with local regulations and applicable Laws,
including building codes. The Parties acknowledge and agree that for certain Facility Manager
Events, certain stage -adjacent Signage may be obstructed, covered, or not be illuminated for
reasons not within the control of Entity, including, but not limited to, performer preference and
stage configuration. Entity will request that Facility Manager use its best efforts to have promoters,
artists, and performers minimize obstruction of stage -adjacent Signage. Notwithstanding the
foregoing, in the event certain stage -adjacent Signage is obstructed, covered, or not illuminated
due to a reason beyond Entity's control, it shall not constitute a breach of this Agreement.
b. Production and Installation. Sponsor shall be responsible for paying all costs and
expenses associated with the design, permitting, preparation, production, delivery, mounting and
installation of all Signage, which amounts shall be in addition to, and not a part of, the Rights Fee
(as defined in Section 8). Entity shall hire one or more contractors to mount and install the Signage,
the costs of which shall be the responsibility of Sponsor. In the event that any currently existing
signage is in need of removal and replacement in order to install the Signage, Entity shall be solely
responsible for the costs and expenses of such removal and replacement. Any and all currently
existing signage that is removed pursuant to this Section shall be the sole and exclusive property
of Entity and shall be returned to it at the sole cost and expense of Entity, if applicable.
c. Maintenance. Following the design, preparation, production, mounting and
installation of the Signage, Entity shall be responsible for paying costs related to the illumination
of any external Signage and paying the costs and expenses associated with the routine maintenance
(but not replacement) of all Signage located outside of the Facility, but within Coachman Park.
Sponsor shall be responsible for paying the costs and expenses associated with the routine
maintenance of all Signage located inside of the Facility. Entity shall be responsible for the routine
DocuSign Envelope ID: BE7391i1i1 A/1A-41 E3-8AbC-984C-EFB53CtT
maintenance of all Signage located inside of the Facility and shall be responsible for the routine
maintenance of all Signage located outside of the Facility, but within Coachman Park.
d. Removal and Replacement of Signage. As stated in Section 11(b), Entity shall be
responsible for all costs and expenses associated with the removal, destruction, discarding, or
replacement of any signage existing as of the Effective Date. In the event that the Signage is in
need of removal, destruction, discarding, and replacement due to a substitution, modification or
change of the Name or Facility Logos during the Term, Sponsor shall be responsible for all costs
and expenses associated with such removal, destruction, discarding, or replacement. Removal and
replacement of the Signage during the Term for any reason beyond a substitution, modification or
change of the Name or Facility Logos, shall be at the sole discretion of the Entity, shall be at no
cost or penalty to the Entity, and shall not reduce any Rights Fee to be paid to the Entity under this
Agreement. In the event the Signage is in need of removal, destruction, discarding, and
replacement due to a reason other than a substitution, modification or change of the Name or
Facility Logo during the Term, Entity may, if it so elects, remove, destroy, discard, and replace
the Signage using its desired contractors and Sponsor shall be responsible for all costs and
expenses associated with such removal, destruction, discarding, or replacement. Upon termination
of this Agreement due to Entity Default or the natural expiration of this Agreement, Entity shall
be responsible for costs and expenses associated with (i) the removal, destruction, discarding, or
replacement of all Signage; and (ii) the reinstallation of the signage that existed prior to the
execution of this Agreement. Upon termination of this Agreement due to Sponsor Default, Sponsor
shall be responsible for costs and expenses associated with (i) the removal, destruction, discarding,
or replacement of all Signage; and (ii) the reinstallation of the signage that existed prior to the
execution of this Agreement. Any and all Signage that is removed pursuant to this Section shall be
the sole and exclusive property of Entity and shall be returned to it at the sole cost and expense of
Sponsor (unless removal is due to Entity Default or the natural expiration of this Agreement where
the cost and expense of return shall be borne by Entity).
e. Third Party Signs. Sponsor and Entity shall use reasonable commercial efforts to
cause any existing and future third -party roadway, wayfmding or other signs referencing Facility
to identify Facility by the Name and/or Facility Logos; provided however, that, for the avoidance
of any doubt, the Parties shall not be deemed in breach of this Agreement in the event any such
third party fails to identify such signage.
f. Third Party Signs as of the Effective Date. Notwithstanding anything herein to the
contrary, Entity and Sponsor understand and acknowledge that, prior to the Effective Date,
references to Facility as "The Sound" have been physically incorporated in various signs,
sidewalks, kiosks, and/or building structures that cannot be modified or changed except at
considerable cost and expense (the "Third Party Signs"), and the Parties agree that the failure to
modify such signs will not constitute a breach of this Agreement. To the extent Sponsor desires
that any Third Party Signs in existence as of the Effective Date be replaced or modified to include
the Name and/or the Facility Logo, and the cost to replace and/or modify any such Third Party
Sign is not borne by the controlling body that owns or controls such Third Party Sign, then the cost
and expense of designing, purchasing, constructing, and installing any replacement or modified
Third Party Signs shall be paid for by Sponsor.
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12. Subsequent Name Change. If Sponsor or its successor or assignee changes or causes
the change of the Name or Facility Logos in accordance with the terms of this Agreement,
including receiving Entity's prior written approval in accordance with this Agreement, Sponsor
shall pay, or cause its successor or assignee to pay, all costs and expenses associated therewith,
including, without limitation, the cost and expense of: (a) removing, destroying and/or discarding
Signage reflecting the prior Name and/or Facility Logos, (b) preparing, producing, replacing,
mounting and installing new or altered Signage to reflect the changed Name and/or Facility Logos,
(c) removing, destroying or discarding merchandise, equipment and other collateral materials
(including, but not limited to, printed, electronic, and video materials, publications, staff uniforms,
supplies, and all other equipment or materials regardless of format that need to be changed to effect
the renaming or rebranding of the Facility with the new Name) related to the Facility branding,
promotion and publicity displaying the prior Name and/or Facility Logos, and (d) preparing,
producing, replacing and distributing merchandise, equipment or other collateral materials
(including, but not limited to, printed, electronic, and video materials, publications, staff uniforms,
supplies, and all other equipment or materials regardless of format that need to be changed to effect
the renaming or rebranding of the Facility with the new Name) related to the Facility branding,
promotion and publicity reflecting the changed Name and/or Facility Logos; and (e) attorneys'
fees, other professionals' fees, and the cost of obtaining any required consents and approvals
associated with such change as well as all other out of pocket costs and expenses relating to
Signage, promotions, branding, advertising and marketing.
13. Third Party Marketing and Promotional Materials. Entity and Sponsor agree that each
shall use commercially reasonable efforts during the Term to cause the media, advertisers,
promoters, sponsors, service providers, parties holding events at the Facility, and other third parties
to identify Facility by the Name and to incorporate the Name and/or Facility Logos into all
advertising and promotional materials that identify the Facility published or distributed by such
party; provided however, that any failure of such parties to refer to Facility by the Name and/or
incorporate the Facility Logos shall not be considered a breach of this Agreement.
14. Trademarks.
a. Ownership of Facility Trademarks. Entity and Sponsor agree that Sponsor shall
own all right, title and interest in the Name, Facility Logos, and/or any stylized form or
combination thereof, as may be modified throughout the Term, including the trademarks and
copyrights associated therewith ("Facility Trademarks"). Sponsor shall license or acquire from the
creator(s) of the Facility Logos "artist's design" sufficient rights, including rights in any copyright,
to permit unrestricted use of the trademarks associated with the Facility Trademarks. For the
avoidance of doubt, each Party shall retain all right, title, and interest in its respective Independent
Marks that are incorporated into the Name and Facility Trademarks. For purposes of clarity, for
(i) Entity, this includes, but is not limited to, the Old Facility Logo, the name "The Sound", and
the Entity Trademarks; and (ii) Sponsor, this includes, but is not limited to, Sponsor Trademarks.
b. License to Use Facility Trademarks. During the Term, Sponsor hereby grants to
Entity an unlimited, nonexclusive, irrevocable, royalty -free license (with right to sublicense to the
extent permitted by this Agreement) to use the Facility Trademarks, as hereafter changed,
amended, or created hereunder so long as such use is in accordance with the Style Guide and the
approvals set forth in this Agreement. In addition, Sponsor agrees to take the necessary steps to
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grant Facility Manager, for as long as the Facility Manager operates the Facility, an unlimited,
nonexclusive, irrevocable, royalty -free license to use the Facility Trademarks, as hereafter
changed, amended, or created hereunder so long as such use is in accordance with the Style Guide
and the approvals set forth in this Agreement.
c. Independent Trademarks. Except as to the Facility Trademarks or as expressly
provided in this Agreement, Entity and Sponsor shall retain all ownership, right and title in their
respective trademarks, service marks, trade names, insignia, symbols, logos, decorative designs or
the like ("Independent Marks"), and neither Party shall use any Independent Mark that is owned
by, or licensed or sublicensed to, the other Party without the other Party's prior written consent,
subject to the Style Guide and the approval process set forth in Sections 16 and 17 of this
Agreement. Each Party agrees that any use of the other Party's Independent Marks under this
Agreement will inure to the benefit of and be on behalf of the owning Party and will terminate
upon the expiration or prior termination of this Agreement. Except as expressly provided herein,
the Parties will not have any rights or interests in the other Party's Independent Marks.
d. Unauthorized Use of Independent Trademarks. Notwithstanding anything herein to
the contrary, the use of the Independent Marks shall be subject at all times to the reasonable
approval of the owning Party. If Entity or Sponsor becomes aware of any unauthorized use of the
Independent Marks, then such Party shall promptly notify the other Party of such unauthorized use
of the Independent Marks of which the notifying Party has actual knowledge. Both Entity and
Sponsor shall use commercially reasonable efforts to prevent and/or correct any unauthorized use
of the Independent Marks.
15. Facility Websites and Social Media.
a. Facility Website. Entity shall create a Facility website with the domain name
"www.Name.com" (the "Facility Domain Name"). Entity shall manage, during the Term, the day-
to-day operation of any web sites using such Facility Domain Name (subject to mutual agreement
on reasonable style guidelines) and ensure maintenance of web site uptime. In the event the Facility
Manager manages the website using the Facility Domain Name, Entity shall use good faith efforts
to require that the Facility Manager ensures maintenance of web site uptime.
b. Facility Social Media Accounts. Entity shall (and shall cause any third party, if
applicable) change the social media accounts for Facility (including, but not limited to, accounts
with Facebook, Instagram, Twitter (aka "X"), Linkedln, Snapchat, and TikTok) to reflect Sponsor
and the Name (the "Facility Social Media Accounts"). The Facility Manager shall manage, during
the Term, the day-to-day operation of the Facility Social Media Accounts. The Agreement shall
include all social media accounts created over the course of the Term.
16. Entity Approval Rights.
a. Sponsor acknowledges and agrees that Entity has an interest in maintaining and
protecting the image and reputation of the Facility, Coachman Park, and Entity, and that in order
to accomplish this purpose, Sponsor must in all cases assure itself that the (i) Name, (ii) the Facility
Logo, and (iii) the Entity's name or other logos or trademarks ("Entity Trademarks") are at all
times used in a manner consistent with the Style Guide. Sponsor agrees that Entity shall have the
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right to examine and to approve or disapprove in advance of use the contents, appearance and
presentation of any and all advertising, promotional or other similar materials proposed to be used
by Sponsor that incorporate the Name or Facility Logo, Entity Trademarks, or that make reference
in any way to Entity and that depart in any material respect from the Style Guide. Sponsor shall
not produce, publish or in any manner use or distribute any such advertising, promotional or other
materials that have not been submitted to and approved in writing in advance by Entity.
b. Sponsor shall submit to Entity, at the address set forth in Section 19, for Entity's
examination and approval or disapproval, at least fourteen (14) days in advance of any use, a
sample of the proposed advertising, promotional or other similar materials that incorporate the
Name or Facility Logo, Entity Trademarks, or that refer to Entity together with the script, text,
coloring, storyboards and a copy of any photograph proposed to be used. Entity shall promptly
examine and either approve or disapprove such submissions and shall promptly notify Sponsor in
writing of its approval or disapproval. Entity shall not unreasonably disapprove any such
submission and, if disapproved, Entity shall advise Sponsor of the specific reasons for disapproval
in each case. Entity's approval must be given explicitly in writing; delay in approval for a specific
period of time shall not constitute approval for purposes of this Agreement.
17. Sponsor Approval Rights.
a. Entity acknowledges and agrees that Sponsor has an interest in maintaining and
protecting the image and reputation of the Facility, Coachman Park, and Sponsor, and that in order
to accomplish this purpose, Entity must in all cases assure itself that the (i) Name, (ii) the Facility
Logo, and (iii) Sponsor name, logo and trademarks ("Sponsor Trademarks") are all times used in
a manner consistent with the Style Guide. Entity agrees that Sponsor shall have the right to
examine and to approve or disapprove in writing and in advance of use of the contents, appearance
and presentation of any and all materials proposed to be used by Entity that use or incorporate the
Name or Facility Logo, Sponsor Trademarks, or that make reference in any way to Sponsor and
that depart in any material respect from the Style Guide. Entity therefore agrees that it will not
produce, publish or in any manner use or distribute any such materials that have not been approved
in writing in advance by Sponsor and shall use good faith efforts to make such requirement an
obligation in any contract negotiated with a Facility Manager in the future.
b. Entity shall submit, and shall use good faith efforts to require a Facility Manager to
submit, to Sponsor, at the address set forth in Section 19, for Sponsor's examination and approval
or disapproval, at least fourteen (14) days in advance of any use, a sample of the proposed
advertising, promotional or other similar materials that incorporate the Name or Facility Logo,
Sponsor Trademarks, or that refer to Sponsor, together with the script, text, coloring, storyboards
and a copy of any photograph proposed to be used. Sponsor shall promptly examine and either
approve or disapprove such submissions, and Sponsor shall promptly notify Entity in writing of
its approval or disapproval. Sponsor shall not unreasonably disapprove any such submission and,
if disapproved, Sponsor shall advise Entity of the specific reasons for disapproval in each case.
Sponsor's approval must be given explicitly in writing; delay in approval for a specific period of
time shall not constitute approval for purposes of this Agreement. Entity shall not be responsible
for any expenses, damages, claims, suits, actions, judgments, and costs whatsoever resulting from
a Facility Manager's failure to obtain approval from Sponsor for any advertising, promotional or
uocusign Envelope ID: BE739BB1A72A-41 E3-8A5C-984CFEFB53CD
other similar materials that incorporate Name or Facility Logo, Sponsor Trademarks, or that refer
to Sponsor.
18. Third Party Intellectual Property Rights.
a. Sponsor acknowledges and agrees that no rights have been granted to Sponsor to
use the names, logos, copyrights, designs, trademarks, or other identifications (other than the Name
or Facility Logo) used at the Facility and Coachman Park by any third party that may be granted
Subordinate Rights or that may schedule or conduct any event at the Facility or Coachman Park
("Third Party Intellectual Property"). Sponsor shall not use any such Third Party Intellectual
Property unless and until Sponsor shall have obtained, at its sole expense, from the owner of such
proprietary rights whatever approval, license, waiver or release may be required to permit Sponsor
to use such Third Party Intellectual Property.
b. Indemnification. Sponsor shall protect, indemnify, defend and save harmless
Entity, its authorized agents, officers, board members, and representatives from and against any
and all expenses, damages, claims, suits, actions, judgments and costs whatsoever, including
reasonable attorneys' fees, arising out of, or in any way connected with, any claim or action
relating to the contents of any materials produced or distributed by Sponsor in accordance with
this Agreement, or alleging infringement by Sponsor of the Third Party Intellectual Property.
19. Submissions and Notices. Any notices required or permitted hereunder shall be
considered as duly made if delivered by personal delivery in writing or by certified mail, postage -
prepaid, return receipt requested to the Party for which it is intended. Notice delivered personally
shall be deemed received upon actual receipt; notice sent by certified mail shall be deemed
received on the date the return receipt is either signed or refused. Mailed notices shall be addressed
to the Parties at the following address:
To Entity
600 Cleveland Street
Clearwater, FL 33755
Attn: Mayor's Office and Clearwater City Council
With a Copy to:
600 Cleveland Street
Clearwater, FL 33755
Attn: Clearwater City Attorney's Office
With a Copy to:
600 Cleveland Street
Clearwater, FL 33755
Attn: Clearwater Parks and Recreation Department
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To Sponsor
BayCare Health System, Inc.
Attention: Director, Marketing
2985 Drew Street
Clearwater, Florida 33759
With a Copy to:
BayCare Health System, Inc.
Attention: Legal Services Department
2985 Drew Street
Clearwater, Florida 33759
20. Insurance. The Sponsor shall, at its own costs and expense, acquire and maintain
sufficient insurance to adequately protect the respective interest of the Parties.
Specifically, the Sponsor must carry the following minimum types and amounts of
insurance on an occurrence basis or in the case of coverage that cannot be obtained on an
occurrence basis, then coverage can be obtained on a claims -made basis with a minimum three (3)
year tail following the termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to,
bodily injury, personal injury, death, property damage, advertising liability,
premises operations, products/completed operations, severability of interest, and
contractual liability in the minimum amount of $1,000,000 (one million dollars)
per claim and $2,000,000 (two million dollars) general aggregate.
b. Unless waived by the State of Florida and proof of waiver is provided to the
Entity, Worker's Compensation (WC) & Employer's Liability Insurance
coverage for all employees engaged under the Agreement, Worker's
Compensation as required by Florida law and Employer's Liability with minimum
limits of
(a) $500,000 bodily injury each employee and each accident, $500,000 bodily
injury by disease each employee, and $500,000 bodily injury by disease policy limit
for quotes or agreements valued at $50,000 and under or
(b) $1 Million bodily injury each employee and each accident, $1 Million bodily
injury by disease each employee, and $1Million bodily injury by disease policy
limit for formal solicitation and agreements exceeding $50,000.
WAIVER OF SUBROGATION — With regard to any policy of insurance that would pay
third party losses, Sponsor hereby grants Entity a waiver of any right to subrogation which
any insurer of Sponsor may acquire against the Entity by virtue of the payment of any loss
under such insurance. Sponsor agrees to obtain any endorsement that may be necessary to
affect such waiver, but this provision shall apply to such policies regardless.
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The above insurance limits may be achieved by a combination of primary and
umbrella/excess liability policies.
Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary
date(s) of the insurance policy's renewal date(s) for as long as this Agreement remains
in effect, the Sponsor will furnish the Entity with a Certificate of Insurance(s) (using
appropriate ACORD certificate, SIGNED by the Issuer, evidencing all of the coverage
set forth above and naming the Entity as an "Additional Insured" with respect to
General Liability coverage only. The address where such certificates and certified
policies shall be sent or delivered is as follows:
City of Clearwater
Attn: Risk Management Department
P.O. Box 4748
Clearwater, FL 33758-4748
b. Sponsor shall provide thirty (30) days written notice of any cancellation, non -renewal,
or termination.
c. Sponsor's insurance as outlined above shall be primary and non-contributory coverage
for Sponsor's negligence.
d. Sponsor reserves the right to appoint legal counsel to provide for the Sponsor's defense,
for any and all claims that may arise related to Agreement, work performed under this
Agreement, or to Sponsor's equipment, or service. Sponsor agrees that the Entity shall
not be liable to reimburse Sponsor for any legal fees or costs as a result of Sponsor
providing its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of anv
potential liability to the Entity, and failure to request evidence of this insurance shall
not be construed as a waiver of Sponsor's obligation to provide the insurance
coverage specified.
Notwithstanding the requirements of this section, Sponsor may elect to satisfy any or all of the
above insurance requirements and / or deductibles by use of self-insurance, and/or a captive
insurance company owned by Sponsor. The responsibility to fund any financial obligation for
self-insurance and/or a captive insurance company owned by Sponsor shall be assumed by, for
the account of, and at the sole risk of Sponsor.
21. Indemnity. Reserved.
22. Limitation of Liability. Other than as set forth in Section 18(b), under no circumstances
shall Entity or Sponsor be liable to the other Party or any other Person for special, incidental,
consequential or indirect damages, loss of good will or business profits, or exemplary or punitive
damages.
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23. Reservation of Rights. All rights not herein specifically granted to Sponsor by Entity
shall be and remain the property of Entity to be used in any manner as it may deem appropriate.
24. Representations and Warranties.
a. Representations and Warranties of Sponsor. Sponsor represents and warrants to
Entity that: it is a corporation in good standing under the laws of the state of Florida and is duly
authorized to transact business in the state of Florida; it has the full corporate power and legal
authority to enter into and perform this Agreement in accordance with its terms; all necessary
corporate approvals for the execution, delivery, and performance by Sponsor of this Agreement
have been obtained, and no consent or approval of any other Person is required for execution of
and performance by Sponsor of this Agreement; this Agreement has been duly executed and
delivered by Sponsor and constitutes a legal, valid and binding obligation of Sponsor enforceable
in accordance with its terms; the execution, delivery and performance of this Agreement by
Sponsor will not conflict with its articles of incorporation, by-laws or other charter and governing
documents and will not conflict with or result in the breach or termination of, or constitute a default
under, any lease, agreement, commitment or other instrument, or any order, judgment or decree,
to which Sponsor is a party or by which Sponsor is bound; it owns sufficient right, title and interest
in and to the Sponsor Trademarks and to grant to Entity the right and license to use the Sponsor
Trademarks as contemplated by this Agreement; and there is no litigation pending or, to the
Knowledge of Sponsor threatened against Sponsor which would prevent or hinder the
consummation of the transactions contemplated by this Agreement or its obligations hereunder.
b. Representations and Warranties of Entity. Entity represents and warrants to
Sponsor that: it has the full power and legal authority to enter into and perform this Agreement in
accordance with its terms; the execution and delivery of this Agreement on behalf of Entity has
been duly authorized; all necessary approvals for the execution, delivery, and performance by
Entity of this Agreement have been obtained; this Agreement has been duly executed and delivered
by Entity and constitutes a legal and binding obligation of Entity enforceable in accordance with
its terms; all votes, approvals and proceedings required to be taken by or on behalf of Entity to
authorize Entity to execute and deliver this Agreement and to perform its covenants, obligations
and agreements hereunder have been duly taken; it owns sufficient right, title and interest in and
to the Entity Trademarks and to grant to the Sponsor the right and license to use the Entity
Trademarks as contemplated by this Agreement; and Entity is authorized to enter into this
Agreement and to grant to Sponsor all of the rights, benefits, privileges and Entitlements
contemplated to be granted to Sponsor hereunder.
25. Termination and Effect.
a. Default Event by Sponsor. The occurrence of any one or more of the following
events or actions will constitute a default of this Agreement by the Sponsor ("Sponsor Default"):
i. Failure to Make Payment. Sponsor fails to pay the Rights Fee or any other
amount required under this Agreement when due, if such failure continues
for a period of ten (10) days after Entity gives Sponsor written notice of
such failure;
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ii. Other Material Breach. Sponsor breaches any other material term or
condition, covenant, agreement, representation or warranty made under this
Agreement and (A) such breach is not cured by Sponsor within sixty (60)
days following receipt of written notice specifying the nature of such
breach, or (B) if such breach cannot be cured within the sixty (60) day
period, Sponsor fails to (i) submit a cure plan reasonably acceptable to
Entity and engage in best efforts to remedy such breach within such sixty
(60) day period and (ii) cure the breach within one hundred twenty (120)
days following receipt of written notice specifying the nature of such
breach;
iii. Corporate Cessation. Cessation of Sponsor to conduct business, or if
Sponsor is subject to any attachment, execution or other judicial seizure or
sale of any substantial portion of its assets, which is not discharged or
revoked within ten (10) days thereof;
iv. Insolvency. an Insolvency Event occurs with respect to Sponsor;
v. Wrongful Assignment. Sponsor's assignment of this Agreement in violation
of Section 28; and
vi. Violation of Core Values. Sponsor (inclusive of its senior executives and
members of its board of directors) does or omits to do something that, in the
reasonable and good faith opinion of Entity, defies Sponsor's core values of
Trust, Respect, Dignity, Responsibility, and Excellence. In the event
Sponsor (inclusive of its senior executives and members of its board of
directors) does or omits to do something that would otherwise constitute a
Sponsor Default under this Section 25(a)(vi), Entity shall provide Sponsor
with written notice setting forth, in detail, the alleged default, and Sponsor
shall have sixty (60) days following receipt of written notice to cure the
alleged default, or if such alleged default cannot be cured within the sixty
(60) day period, Sponsor shall (i) submit a cure plan reasonably acceptable
to Entity and engage in best efforts to remedy such alleged default within
the sixty (60) day period and (ii) cure the alleged default within one hundred
twenty (120) days following receipt of written notice specifying the nature
of the alleged default. In the event Sponsor fails to cure the alleged default
as set forth herein, Entity may terminate this Agreement.
b. Termination Rights and Remedies of Entity. In the event of a Sponsor Default,
Entity shall have the right to exercise any one or more of the following remedies:
i. immediately terminate this Agreement upon written notice to the Sponsor;
ii. to retain any and all amounts, including, but not limited to the Rights Fee,
that have already been paid as of the date of termination;
iii. Because the nature of entering into and granting the rights and benefits
under this Agreement involves a complex and time-consuming legal and
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corporate process and, in the event of a Sponsor Default resulting in the
early termination of this Agreement, the Entity will incur considerable cost
and expense in effectuating a change of the Name and Facility Logo and
soliciting and entering into a subsequent naming rights agreement with a
third party; Entity shall have the right to receive from Sponsor liquidated
damages equal to the amount of the Rights Fee for the two (2) subsequent
Contract Years following the date of termination;
iv. Remove and destroy all Signage or materials displaying or containing
Sponsor Trademarks at the sole cost and expense of Sponsor, as set forth in
Section 11;
v. To enforce any other rights provided for herein with respect to such Sponsor
Default;
vi. To seek to recover all damages and other sums available at law or in equity
to which it is entitled with respect to such Sponsor Default; and
vii. To exercise any other right or remedy at law or in equity with respect to
such Sponsor Default.
c. Default Event by Entity. The occurrence of any one or more of the following events
or actions will constitute a default of this Agreement by Entity ("Entity Default"):
i. Material Breach. Entity breaches any material term or condition, covenant,
agreement, representation or warranty made under this Agreement and (A)
such breach is not cured by Entity within sixty (60) days following receipt
of written notice specifying the nature of such breach, or (B) if such breach
cannot be cured within the sixty (60) day period, Entity fails to (i) submit a
cure plan reasonably acceptable to Sponsor and engage in best efforts to
remedy such breach within such sixty (60) day period and (ii) cure the
breach within one hundred twenty (120) days following receipt of written
notice specifying the nature of such breach;
ii. Wrongful Assignment. Entity's assignment of this Agreement in violation
of Section 28; and
iii. Violation of Core Values. Entity, solely as it relates to its operation of the
Facility, does or omits to do something that, in the reasonable and good faith
opinion of Sponsor, defies Sponsor's core values of Trust, Respect, Dignity,
Responsibility, and Excellence. In the event Entity does or omits to do
something that would otherwise constitute an Entity Default under this
Section 25(c)(iii), Sponsor shall provide Entity with written notice setting
forth, in detail, the alleged default, and Entity shall have sixty (60) days
following receipt of written notice to cure the alleged default, or if such
alleged default cannot be cured within the sixty (60) day period, Entity shall
(i) submit a cure plan reasonably acceptable to Sponsor and engage in best
efforts to remedy such alleged default within the sixty (60) day period and
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(ii) cure the alleged default within one hundred twenty (120) days following
receipt of written notice specifying the nature of the alleged default. In the
event Entity fails to cure the alleged default as set forth herein, Sponsor may
terminate this Agreement without financial penalty.
d. Termination Rights and Remedies of Sponsor. In the event of an Entity Default,
Sponsor shall have the right to exercise any one or more of the following remedies:
i. Immediately terminate this Agreement upon written notice to the Entity;
ii. To enforce any other rights provided for herein with respect to such Entity
Default;
iii. To receive a refund of any prepaid, unrealized portion of the Rights Fee for
the Contract Year in which the Agreement is terminated ("Contract Year of
Termination"), which shall be calculated by (i) dividing the remaining days
of the Contract Year of Termination by 365 or 366, as applicable; and (ii)
multiplying such number by the Rights Fee for the Contract Year of
Termination. For purposes of example only, if Sponsor validly terminates
this Agreement on the 181" day of Contract Year 3 (after paying the Rights
Fee for Contract Year 3), then it shall be entitled to a refund of $254,034.69
(equal to 184 [remaining days in the Contract Year of Termination]/365
[number of days in Contract Year 3] * $503,927.50 [Rights Fee for Contract
Year 3]);
iv. Remove and return all Signage or materials displaying or containing
Sponsor Trademarks at the sole cost and expense of Entity;
v. Seek to recover all damages and other sums available at law or in equity to
which it is entitled with respect to such Entity Default; and
vi. Exercise any other right or remedy at law or inequity with respect to such
Entity Default.
e. Failure to Terminate. Failure to terminate this Agreement pursuant to this Section
shall not constitute a waiver of any remedies the non -Defaulting Party would have been entitled to
demand in the absence of this Section, whether by way of damages, termination or otherwise.
f. Announcement upon Termination. In the event of any termination of this
Agreement, Entity shall have the right to announce in press releases and otherwise that this
Agreement is terminated.
26. Waiver. The failure of either Party at any time to demand strict performance by the
other Party of any of the terms, covenants or conditions set forth herein shall not be construed as
a continuing waiver or relinquishment thereof and each Party may at any time demand strict and
complete performance by the other Party of such terms, covenants and conditions.
27. Rights after Expiration or Termination.
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a. Upon the expiration or termination of this Agreement, unless stated otherwise in
this Agreement, the rights and obligations of the Parties under this Agreement shall cease
immediately, including but not limited to, all of the rights of each Party to the use of the Name,
the other Party's Trademarks, and Facility Trademarks. Sponsor shall not thereafter make any use
whatsoever of the Name, Facility Trademarks, or Entity Trademarks or make any other reference
in advertising to the Facility, Coachman Park, or Entity. Notwithstanding the foregoing, however,
the Parties may continue to distribute any existing printed materials if such materials were
produced and printed only in reasonable anticipation of the requirements of the respective Parties
for the Term, however the materials shall not be distributed for longer than forty-five (45) days
after the expiration or termination of the Term.
b. For the avoidance of doubt, each Party shall retain all right, title, and interest in,
and shall have the right to continued use after termination or expiration of this Agreement to, its
respective Independent Marks, including, but not limited to, those that are incorporated into the
Name and Facility Trademarks. For purposes of clarity, for (i) Entity, this includes, but is not
limited to, the Old Facility Logo and Entity Trademark; and (ii) Sponsor, this includes, but is not
limited to, Sponsor Trademarks.
28. Assignment.
a. This Agreement and all rights and Entitlements granted under this Agreement by
Entity are personal to Sponsor and shall not be sold, assigned, sublicensed, pledged, encumbered
or otherwise transferred (each, a "Transfer"), directly or indirectly, to any Person (including,
without limitation, to any Affiliate of Sponsor) without the prior written consent of Entity. In the
event Entity provides prior written consent of a Sponsor Transfer, then, as a condition of Transfer,
the transferee shall assume in writing for the benefit of Entity all obligations in respect of the rights
assigned or transferred to such acquirer or successor under this Agreement pursuant to an
instrument reasonably satisfactory to Entity. Sponsor shall not Transfer this Agreement to an
Affiliate of Sponsor, without Entity's prior written consent. Sponsor shall remain ultimately
responsible for all obligations of Sponsor under this Agreement, and such Transfer shall not relieve
Sponsor of any of its obligations under this Agreement. Any Transfer of this Agreement without
prior written consent is in violation of this Section and shall be void and shall entitle Entity to
terminate this Agreement upon written notice of termination.
b. Entity shall not have the right to Transfer this Agreement without the prior written
consent of Sponsor. Any Transfer of this Agreement without prior written consent is in violation
of this Section and shall be void and shall entitle Sponsor to terminate this Agreement upon written
notice of termination.
c. Any change to the Name as the result of this Section, shall be governed by Sections
4 and 12.
29. Parties Bound and Benefited. This Agreement shall bind and benefit the Parties hereto
and, as applicable, their respective owners, members, directors, officers, representatives,
successors, and assigns.
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30. Force Majeure. If either Party is delayed, prevented, prohibited, or materially impaired
from performing any of its obligations under this Agreement (other than a payment obligation
hereunder) as a result of a force majeure event, including, but not limited to, (a) war (including
civil war or revolution), invasion, armed conflict, violent act of a foreign enemy, military or armed
blockade, or military or armed takeover; (b) riot, insurrection, civil commotion, civil disturbance,
or act of terror or sabotage; (c) nuclear explosion or meltdown, or radioactive, chemical or
biological contamination; (d) fire, explosion or other serious casualty; (e) severe weather or other
natural disasters (including, but not limited to, hurricane force winds, tornadoes, floods,
earthquakes, tsunami, named windstorms, or snow or ice storms); (f) events resulting in the
declaration of a state of emergency; (g) governmental restrictions; (h) pandemics, epidemics,
public health crisis or emergency; (i) strike, lock -out, or labor dispute; (j) acts of God; or (k) other
cause beyond the parties' reasonable control ("Force Majeure Event"), then such Party's failure to
perform such obligation shall not constitute a breach of this Agreement and such Party shall be
excused from performance of such obligation for a period of time equal to the period during which
the Force Majeure Event delays, prevents, prohibits, or materially impairs such performance so
long as such Party gives the other Party prompt written notice of the cause of the delay. In such
event, the Parties will make reasonable efforts to determine sufficient "make good" rights which
shall constitute a substitute for the obligations that the restricted Party was delayed, prevented,
prohibited, or materially impaired from providing to the other Party as the result of a Force Majeure
Event.
31. Significance of Headings. Section headings and numbering contained herein are solely
for the purpose of aiding in speedy location of subject matter and are not in any sense to be given
weight in the construction of this Agreement. Accordingly, in case of any question with respect to
the construction of this Agreement, it is to be construed as though such Section headings had been
omitted.
32. Contract Interpretation and Construction. Each Party recognizes that this is a legally
binding contract and acknowledges and agrees that they have had the opportunity to consult with
legal counsel of their choice. In the event an ambiguity or question of intent or interpretation arises,
this Agreement shall be construed as though drafted by both Parties, and no presumption or burden
of proof shall arise favoring or disfavoring one Party by virtue of the authorship of any of the
provisions of this Agreement.
33. No Joint Venture. This Agreement does not constitute and shall not be construed as
constituting a partnership, joint venture or landlord/tenant relationship between Entity or Sponsor.
No Party shall have any right to obligate or bind any other Party in any manner whatsoever, and
nothing herein contained shall give, or is intended to give, any rights of any kind to any third
persons. This Agreement does not and will not be construed to entitle either Party or any of their
respective employees to any benefit, privilege, or other amenities of employment by the other.
34. Governing Law and Jurisdiction. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of Florida, without giving effect to the principles of
conflict of laws. Any dispute regarding this Agreement shall only be brought in either state court
in Pinellas County, Florida, or in federal court in the Middle District of Florida. Each Party hereby
irrevocably submits to the exclusive jurisdiction of either such court for purposes of any action
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arising out of this Agreement. Both Parties agree not to challenge this Section, and not to attempt
to remove or transfer any legal action outside of Florida for any reason.
35. Public Statements. Neither Party shall directly or indirectly make or encourage the
making of any defamatory or disparaging statements about the other Party, or any statements that
could reasonably be expected to impact negatively on the name, business or reputation of the other
Party. The Parties agree to consult and cooperate with each other with respect to the timing,
content, and form of any media statements, press releases or other public disclosures (the "Public
Statements") made by either Party related to performance under this Agreement. Each Party further
agrees that any such Public Statement will be made in furtherance of the good faith performance
of this Agreement and the contractual relationship of the Parties. Notwithstanding anything herein
to the contrary, Sponsor understands and agrees that this Section 35 shall not apply to any
defamatory or disparaging statements that may be made by the Entity's elected officials and in the
event an Entity elected official makes a defamatory or disparagaing statement in violation of this
Section 35, it shall not constitute a breach of this Agreement or an Entity Default under this
Agreement.
36. Public Records. All Parties hereto acknowledge that Entity is a political entity in the
State of Florida and as such is subject to the Florida Statutes and other Laws related to the keeping
and access to public records.
37. Subservience. Notwithstanding anything to the contrary contained in this Agreement,
this Agreement (as clarification, including, without limitation, all rights, benefits and any
exclusivities) is subject in all respects to all applicable Laws, including, but not limited to, the
Clearwater Code of Ordinances and all present and future contracts entered into by, all other
entities, governing bodies or organizations having jurisdiction over the rights and benefits granted
to Sponsor herein.
38. No Third Party Beneficiaries. This Agreement shall not confer any rights or remedies
upon any Person other than the Parties hereto and their respective successors and permitted assigns.
39. Severability. If any provision of this Agreement is held to be illegal, invalid, or
unenforceable under any present or future Law: (a) the Parties shall substitute for the affected
provision a legal, valid, and enforceable provision which approximates the intent and economic
effect of the affected provision as nearly as possible; (b) such provision shall be fully severable;
(c) if the Parties , cannot substitute a replacement provision as described in (a) above, this
Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof; and (d) the remaining provisions of this Agreement shall remain
in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision
or by its severance from this Agreement.
40. Entire Agreement; Amendment. This Agreement, including all exhibits hereto,
constitutes the entire agreement between the Parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings. All representations and negotiations relative
to the matters contemplated by this Agreement are merged herein, and there are no
contemporaneous understandings or agreements relating to the matters set forth herein other than
22
DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD
those incorporated herein. Additionally, this Agreement may not be amended, changed, or
modified except by a writing signed by both Parties, or their respective successors or assigns.
41. Survival. The provisions of this Agreement, which by their nature should apply beyond
their terms, will remain in force after any termination or expiration of this Agreement. In addition,
any payment obligation of either Party that (a) accrues or arises prior to or at the time of expiration
or earlier termination of this Agreement and (b) that is contemplated under the terms of this
Agreement to be paid after such expiration or earlier termination shall survive such expiration or
earlier termination until paid.
42. Counterparts and Facsimile/Electronic Execution. This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, and all of which,
taken together, shall constitute one and the same instrument. The execution of counterparts shall
not be deemed to constitute delivery of this Agreement by any Party until each of the Parties has
executed and delivered its respective counterpart. Delivery of an executed counterpart of a
signature page of this Agreement (and each amendment, modification and waiver in respect of it)
by facsimile or other electronic transmission, including email, shall be as effective as delivery of
a manually executed original counterpart of each such instrument.
[Signatures Page Follows]
23
DocuSign Envelope ID: BE739BB1-A72A-41 E3-8A5C-984CFEFB53CD
1N WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized officers and/or officials and agree to be bound by its terms.
ENTITY
SEE ATTACHED SIGNATURE PAGE FOR
CITY OF CLEARWATER SIGNATURES
SPONSOR
Name:
Title:
Date:
24
Name: Stephanie Conners
Title: CEO
2/14/2024
Date:
Approved
Legal Approval: DS
SVP Chief Strategy & Marketing:
uucuoign envelope ,u: tserautsts i -At -w+ I CO -CVA aOifl., resoai,u
Exhibit A
Facility and Coachman Park Map
"CITY OF CLEARWATER
aacCF.uILOno.Q_
OMEN OT
al OT
TON IWO
DARK W
I Clearwater
Event Yore - Feeeed A.ea
Dna Views Paoli.
4.11,
1 or 1
rrnsuwrww 111 . » . 10
25
LJocuSign tnvelope 11): 13t73yt3t31 A71A-41t3-SAbU-9134UI t1-13b3U13
Exhibit B
Entitlements
Category Exclusivity
• Exclusivity with Coachman Park and the Facility, subject to the terms of this Agreement,
in the Healthcare System category.
Facility Naming Rights
• Exclusive name of the Facility to be known as the "The BayCare Sound"
Launch Campaign
• Entity will organize a Facility naming rights public relations and marketing campaign
regarding the partnership between the Parties
o Contents of marketing materials and events (including, for example, press
releases, ribbon cutting events, announcements, and the like) to be mutually
agreed upon by the Parties.
o Sponsor representatives shall be included in all public -facing campaign pieces
(including, for example, quotes in press releases and involvement in ribbon
cutting)
Signage
• Facility Logo or Name on off -premise directional signage leading up to the Facility (for
example, vehicular and pedestrian signage), subject to Sections 11(e) -(f) of this
Agreement.
• Facility Logo or Name on Coachman Park entrance sign
• Facility Logo on Facility main entrance identity signage
• Facility Logo on Facility exterior identity signage facing Coachman Park and the
causeway
• Facility Logo on Facility main identity interior signage, to be located near the stage in a
mutually agreeable position and subject to Section 11(a) of this Agreement.
• Facility Logo placement on or near box office/customer support area
• Facility Name on on -premise wayfmding signs
• Facility Logo placement on light pole banners within Coachman Park and downtown
Clearwater near Coachman Park
• Facility Logo or Name included on upcoming show promotional messages on five (5)
Coachman Park digital kiosks
• Facility Logo on Facility staff uniforms. Sponsor to pay all costs and expenses related to
the initial design, creation, and purchase of staff uniforms bearing the Facility Logo.
Sponsor understands and agrees that the Facility Manager reserves the right to set dress
and uniform standards for its employees.
Digital Assets
• Sponsor recognition on Entity, Facility, and "My Clearwater" websites, with the contents,
form, and location of the recognition to be agreed upon by the Parties.
26
DocuSign Envelope ID: BE739BB1-A72A-41E3-8A5C-984CFEFB53CD
• Sponsor recognition on Imagine Clearwater emails, with the contents, form, frequency,
and location of the recognition to be agreed upon by the Parties.
• Sponsor inclusion in twelve (12) Entity social media posts per Contract Year. The
contents, form, and frequency of the social media posts to be agreed upon by the Parties.
Sponsor shall use the Name in all social media posts that refer to the Facility.
• Facility Logo or Name on digital tickets, with the size and location of the Facility Logo
or Name to be as agreed upon by the Parties.
• Facility Logo or Name inclusion on media buys. City will, and will use commercially
reasonable efforts to ensure third parties (including the Facility Manager) will, include
Facility Logos or the Name on all media buys.
On -Site Opportunities
• Opportunity for Sponsor to activate on-site at the Facility; dates and activation content
and form to be mutually agreed upon by the Parties.
• Sponsor, Entity, and Facility Manager to collaborate on ways to activate the brand
partnership in the local marketplace.
• Contingent on the mutual agreement of the Parties, Sponsor shall have the opportunity to
place mutually agreed upon activation items throughout Coachman Park and/or the
Facility (e.g., sunscreen dispensers, AEDs, and/or other activation items mutually agreed
upon by the Parties). Sponsor to pay all costs and expenses associated with the design,
permitting, preparation, production, delivery, mounting and installation of the activation
items. The location, size, and design of any activation items shall be as mutually agreed
upon by the Parties.
Tickets and Hospitality
• Sponsor to receive ten (10) tickets to each Facility Manager Event for Sponsor's sole use.
The tickets are to be located in the front section or highest price section of Facility
seating. The tickets shall include access to the VIP area located adjacent to the stage,
unless the Facility Manager has rented the VIP area for the exclusive use by one party or
one legal entity. Sponsor to receive notification each time Facility Manager rents the VIP
area for the exclusive use by one party or one legal entity for a particular event. Entity
shall purchase, at its sole cost and expense and for Sponsor's sole use, the ten (10) tickets
(including VIP area access) contemplated in this paragraph.
o Depending on availability, Sponsor may purchase, at its sole cost and expense, up
to two (2) additional tickets at face value located in the front section or highest
price section of Facility seating. The timing of this opportunity shall coincide with
the pre -sale period determined solely by the Facility Manager.
• Opportunity for Sponsor to reserve the VIP area located adjacent to the stage for two (2)
Facility Manager Events per Contract Year, with dates and events to be mutually agreed
upon by Sponsor, Entity, and Facility Manager.
o In the event Sponsor's rights to reserve the VIP area are not exhausted in any
Contract Year, such rights shall expire at the end of such Contract Year and shall
not rollover into any subsequent Contract Year.
o In the event Sponsor elects to reserve the VIP area consistent with the terms of
this Agreement, Sponsor shall bear all costs and expenses related to reserving the
27
DocuSign Envelope ID: 13E73913131-A!2A-41 E3-8A5G-YMUI-EFB53GLS
VIP area, including, but not limited to, the face value cost of tickets beyond the
ten (10) tickets contemplated above, hospitality, food, and beverage.
• As made available by the Facility Manager, artist/performer meet and greets shall be
afforded to Sponsor and its ticketed guests. Sponsor understands and agrees that
artist/performer meet and greets cannot be guaranteed for any Facility Manager Event.
Facility Use
• Use of Facility up to two (2) times per Contract Year
o Dates, times, and specific space shall be based on availability and mutually agreed
upon by the Parties.
■ For any event Sponsor wishes to host at the Facility occurring on or before
July 1, 2024, Sponsor shall provide at least one hundred twenty (120)
days' notice to Entity and the Facility Manager of the desired date of the
event, at which time Entity and Facility Manager will notify Sponsor as to
the Facility's availability on that desired date. For any event Sponsor
wishes to host at the Facility occurring after July 1, 2024, Sponsor shall
provide at least three hundred and sixty-five (365) days' notice to Entity
and the Facility Manager of the desired date of the event, at which time
Entity and Facility Manager will notify Sponsor as to the Facility's
availability on that desired date.
o The rental fee shall be waived for the above uses, but Sponsor shall be responsible
for all other costs, including, without limitation, staffing, tech, food, and
beverage. Sponsor shall utilize the Facility Manager to provide staffing, tech,
food, beverage, and other operational services.
o If the use rights included in this section are not exhausted in any Contract Year,
such rights shall expire at the end of such Contract Year and shall not rollover
into any subsequent Contract Year.
UocuSign Envelope ID: BE739BB1 A72A41E3-8A5C-984GFEFB53cD
Exhibit C
Payment Chart
Contract Year
Rights Fee
Contract Year 1
$475,000
Contract Year 2
$489,250
Contract Year 3
$503,927.50
Contract Year 4
$519,045.33
Contract Year 5
$534,616.68
Contract Year 6
$550,655.19
Contract Year 7
$567,174.84
Contract Year 8
$584,190.09
Contract Year 9
$601,715.79
Contract Year 10
$619,767.26
EXTENDED TERM 1
Contract Year 11
$638,360.28
Contract Year 12
$657,511.09
Contract Year 13
$677,236.42
Contract Year 14
$697,553.51
Contract Year 15
$718,480.12
Contract Year 16
$740,034.52
Contract Year 17
$762,235.56
Contract Year 18
$785,102.63
Contract Year 19
$808,655.70
Contract Year 20
$832,915.38
29
DocuSign Envelope 1DBE73913131 A72A-41 E3-8A5C-984CFEFB53CD
EXTENDED TERM 2
Contract Year 21
$857,902.84
Contract Year 22
$883,639.92
Contract Year 23
$910,149.12
Contract Year 24
$937,453.59
Contract Year 25
$965,577.20
Contract Year 26
$994,544.51
Contract Year 27
$1,024,380.85
Contract Year 28
$1,055,112.27
Contract Year 29
$1,086,765.64
Contract Year 30
$1,119,368.61
Ce Ica
om
Ietioi
Envelope Id: BE739BB1A72A41E38A5C984CFEFB53CD
Subject: Complete with DocuSign: BCHS_City of Clearwater The Sound Naming Agreement -
Source Envelope:
Document Pages: 30
Certificate Pages: 5
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC -05:00) Eastern Time (US & Canada)
Signatures: 1
Initials: 1
ReCAO:MO�, R•1
Status: Original
2/12/2024 12:30:30 PM
Joy Demas
Joy.Demas@baycare.org
ASSOCIATE COUNSEL - LEGAL SVCS
BAYCARE HEALTH SYSTEM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Edward Rafalski
edward.rafalski@baycare.org
Chief Strategy and Marketing Officer
Edward Rafalski
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 2/24/2021 1:59:31 PM
ID: d6fda4ab-5636-4d4a-ab26-0b0e445db803
Stephanie Conners
stephanie.conners@baycare.org
cEO
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 2/14/2024 4:15:53 PM
ID:bcd27fb0-50b6-4a47-8b4b-2b80160b0b49
Edit*
Holder: Elizabeth Snyder
Elizabeth.Snyder@baycare.org
Completed
Using IP Address: 204.76.135.22
re;
Signature Adoption: Pre -selected Style
Using IP Address: 204.76.135.22
—Dooulipned ey:
'-42081A3A0i564t1
Signature Adoption: Drawn on Device
Using IP Address: 204.76.135.22
Doc
Status: Completed
Execution Version ...
Envelope Originator:
Elizabeth Snyder
2985 Drew Street
Clearwater, FL 33759
Elizabeth.Snyder@baycare.org
IP Address: 204.76.135.22
Location: DocuSign
Sent: 2/12/2024 12:35:15 PM
Viewed: 2/12/2024 1:36:25 PM
Signed: 2/12/2024 1:40:56 PM
Sent: 2/12/2024 1:40:58 PM
Viewed: 2/12/2024 3:24:27 PM
Signed: 2/12/2024 3:24:33 PM
Sent: 2/12/2024 3:24:35 PM
Viewed: 2/14/2024 4:15:53 PM
Signed: 2/14/2024 4:16:00 PM
i
g EM. ■d
Interme
Certifies
CarbonaCopy°Even
mes
Carboni Copy
Patricia Matincheck
Patricia.Matincheck@baycare.org
BayCare Systems
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
COPIED
Imestamp
Sent: 2/14/2024 4:16:01 PM
Envelope Sent
Envelope Updated
Envelope Updated
Envelope Updated
Envelope Updated
Certified Delivered
Signing Complete
Completed
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
Security Checked
2/12/2024 12:35:15 PM
2/12/2024 1:29:39 PM
2/12/2024 1:29:39 PM
2/12/2024 1:31:12 PM
2/12/2024 1:31:12 PM
2/14/2024 4:15:53 PM
2/14/2024 4:16:00 PM
2/14/2024 4:16:01 PM
Electronic Record and Signature Disclosure created on: 8/21/2015 1:26:17 PM
Parties agreed to: Edward Rafalski, Stephanie Conners
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, BayCare Health System, Inc. (we, us or Company) may be required by law to
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If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
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disclosure in paper format and withdraw your consent to receive notices and disclosures
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact BayCare Health System, Inc.:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: mike.carson@baycare.org
To advise BayCare Health System, Inc. of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at mike.carson@baycare.org and in
the body of such request you must state: your previous e-mail address, your new e-mail address.
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To request paper copies from BayCare Health System, Inc.
To request delivery from us of paper copies of the notices and disclosures previously provided
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body of such request you must state your e-mail address, full name, US Postal address, and
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To inform us that you no longer want to receive future notices and disclosures in electronic
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state your e-mail, full name, IS Postal Address, telephone number, and account number.
We do not need any other information from you to withdraw consent.. The consequences
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** These minimum requirements are subject to change. If these requirements change, we will
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please let us know by clicking the 'I agree' button below.
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Countersigned:
Brian J. Aung
Mayor
CITY OF CLEARWATER, FLORIDA
By:
Approved as to form: Attest:
tSU/,4-Lth lC,
David Margolis
City Attorney
Jennifer Poirr%r
City Manager
Rosemarie CaII
City Clerk