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Uocusl9n tnvelope IU: bAt$UUb/b-3l:Uti-4tiUh-LWt$U-t$t$4Sy(:1U;iy1b [3., Cleveland Clinic Sponsorship Services Agreement This Sponsorship Services Agreement ("Agreement') is made and entered into as of the last date this Agreement is signed by both parties ("Effective Date"), between County of Indian River Board of County Commissioners ("Agency"), with its principal place of business at 1801 271h Street, Vero Beach, FL 32960 and Indian River Memorial Hospital, Inc., d/b/a Cleveland Clinic Indian River Hospital ("CCIRR"), a Florida not- for-profit corporation, doing business at 1000 361h Street, Vero Beach, FL 32960. Agency and CCIRH may be referred to herein individually as a "party" or, collectively, as the "parties". WHEREAS, Agency is a municipal government under Florida Statutes with the mission to enhance the quality of life by improving the standard living of all Indian River County residents by advancing programs and policies directed toward children services, senior services, veteran services, economic opportunity, attainable housing, community health, recreation and public mobility (to foster a thriving community); and WHEREAS, CCIRH desires to become a sponsor of Agency's events as described herein and receive certain marketing and promotional opportunities associated with said charitable events on the terms and conditions set forth in this Agreement. WHEREAS, it is the intent of the Agency and CCIRH to celebrate the history of the County and the Indian River County Centennial Celebration, and the content of any messaging will be limited to this purpose. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants contained herein, CCIRH and Agency agree as follows: 1. Services. Agency and CCIRH mutually agree to provide the sponsorship benefits and services at the locations and dates set forth and as described on the attached Exhibit A, which is hereby incorporated by reference (the "Services"). Agency shall be responsible for acquiring all necessary equipment, materials and tools necessary to perform the Services. CCIRH understands and agrees that the Agency's acceptance of the sponsorship does not constitute an endorsement of CCIRH. 2. Independent Contractor Status. In the performance of Agency's obligations under this Agreement, Agency shall at all times act as and be deemed an independent contractor. Nothing in this Agreement shall be construed or interpreted as to render Agency or any of its employees, agents, or officers, an employee, joint venturer, agent, or partner of CCIRH. Agency is not authorized to assume or create any obligations or responsibilities, express or implied, on behalf of or in the name of CCIRH, except as specifically set forth herein. The employees, methods, facilities, and equipment of Agency shall at all times be under Agency's exclusive direction and control. 3. Sponsorship Fees. Fees and financial support for all Services under this Agreement provided by the parties shall be as set forth in Exhibit A. If the Services outlined in Exhibit A are substantially changed, modified, reduced or cancelled, then CCIRH shall be entitled to either a refund of the reasonably attributable portion of its sponsorship fee, or to additional Services from the Agency in lieu thereof. 4. Responsibilities of Agency. Agency shall use its best efforts to facilitate and promptly complete the Services. Agency will determine the methods, details and means of facilitating the Services.