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"i Cleveland clinic <br />LA <br />Sponsorship Services Agreement <br />This Sponsorship Services Agreement ("Agreement") is made and entered into as of the last date this <br />Agreement is signed by both parties ("Effective Date"), between County of Indian River Board of County <br />Commissioners ("Agency"), with its principal place of business at 1801 27' Street, Vero Beach, FL 32960 <br />and Indian River Memorial Hospital, Inc., d/b/a Cleveland Clinic Indian River Hospital ("CCIRIT), a <br />Florida not-for-profit corporation, doing business at 1000 36' Street, Vero Beach, FL 32960. Agency and <br />CCIRH may be referred to herein individually as a "party" or, collectively, as the "parties". <br />WHEREAS, Agency is a not for profit organization with the mission to enhance the quality of life by <br />improving the standard living of all Indian River County residents by advancing programs and policies <br />directed toward children services, senior services, veteran services, economic opportunity, attainable housing, <br />community health, recreation and public mobility (to foster a thriving community); and <br />WHEREAS, CCIRH desires to become a sponsor of Agency's events as described herein and receive certain <br />marketing and promotional opportunities associated with said charitable events on the terms and conditions <br />set forth in this Agreement. <br />NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants <br />contained herein, CCIRH and Agency agree as follows: <br />1. Services. <br />Agency and CCIRH mutually agree to provide the sponsorship benefits and services at the locations and <br />dates set forth and as described on the attached Exhibit A. which is hereby incorporated by reference (the <br />"Services"). Agency shall be responsible for acquiring all necessary equipment, materials and tools <br />necessary to perform the Services. <br />2. Independent Contractor Status. <br />In the performance of Agency's obligations under this Agreement, Agency shall at all times act as and be <br />deemed an independent contractor. Nothing in this Agreement shall be construed or interpreted as to render <br />Agency or any of its employees, agents, or officers, an employee, joint venturer, agent, or partner of CCIRH. <br />Agency is not authorized to assume or create any obligations or responsibilities, express or implied, on behalf <br />of or in the name of CCIRH, except as specifically set forth herein. The employees, methods, facilities, and <br />equipment of Agency shall at all times be under Agency's exclusive direction and control. <br />3. Sponsorship Fees. <br />Fees and financial support for all Services under this Agreement provided by the parties shall be as set forth <br />in Exhibit A. If the Services outlined in Exhibit A are substantially changed, modified, reduced or cancelled, <br />then CCIRH shall be entitled to either a refund of the reasonably attributable portion of its sponsorship fee, or <br />to additional Services from the Agency in lieu thereof. <br />4. Responsibilities of Agency. <br />Agency shall use its best efforts to facilitate and promptly complete the Services. Agency will determine the <br />methods, details and means of facilitating the Services. <br />5. Conflict of Interest. CCIRH maintains and adheres to a Conflict of Interest Policy. In that <br />connection Agency represents that no CCIRH employees, officers or directors are employees, officers or <br />72 <br />