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HomeMy WebLinkAbout2024-321Uocusl9n 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. uocusign Envelope lu:bAl3UU5Ib-sUUi-4bLF-UI- U-titi4b .1UJ92b Lor Cleveland Clinic •Law Department This page needs to be retained with the Agreement at all times. This page is for information purposes only and not part of the Agreement. Please return a fully executed copy of the Agreement to CMSevents@ccf.org COMPANY INFORMATION COUNTY OF INDIAN RIVER- BOARD OF COUNTY COMMISSIONERS 1801 27TH STREET VERO BEACH, FL 32960 CONTRACT INFORMATION Contract ID: 4318813 Master Agreement Number: Dept Reference No.: Contract Description: EVENT SPONSORSHIP-SURFIN TURTLE LEVEL- INDIAN RIVER COUNTY CENTENNIAL CELEBRATION Institute: Regional Hospital Submitting Dept: MARKETING Dept Contact: LUZ MOLINA LOPEZ LEGAL TEAM INFORMATION Attorney: SHAWN NETTLES Paralegal: DESPINA STARAKIS Contract approved as to form for:4318813 Attorney: NETTLES,SHAWN By:Starakis,Despina Date: 1/22/2025 3:24:37 PM Uocuslgn tnvelope IL):liA13UUb/5-3(;Uti-4tiUh-bFbU-b134b9(,'1U:S92b 5. Conflict of Interest.CCIRH maintains and adheres to a Conflict of Interest Policy. In that connection Agency represents that no CCIRH employees, officers or directors are employees, officers or directors of Agency or serve on any boards or committees of or in any advisory capacity with Agency,except as disclosed here in N/A 6. Tax Exempt Status. The parties recognize that the CCIRH is a non-profit,tax-exempt organization and agree that all actions taken under this Agreement will take into account and be consistent with CC1RH's tax-exempt status. If any part or all of this Agreement is determined solely by CCIRH to jeopardize the overall tax-exempt status of CCIRH and/or any of its exempt affiliates, then CCIRH will have the right to terminate this Agreement immediately without further obligation or liability. 7. Grant of License and Use of Marks. Subject to all of the terms and conditions of this Agreement,CCIRH hereby grants to Agency a freely revocable, non-transferable,non-assignable,non-exclusive,limited right to use the CCIRH logo and trademarks as provided by CCIRH to Agency(the"Marks")solely in order to perform its obligations under this Agreement.No other right or license is granted by CCIRH either express or implied,with respect to any other logo or CCIRH Mark. Agency shall not use the Marks in any manner not specifically authorized by this Agreement. Agency agrees that CCIRH Marks,together with the goodwill of the business symbolized thereby,are the sole and exclusive properties of CCIRH. The use by Agency of the CCIRH Marks shall inure to the benefit of CCIRH. Agency shall use the CCIRH Marks in the exact form as sent to Agency by an authorized CCIRH employee via electronic means. 8. Use of Name. Other than as set forth in Section 7 above,Agency shall not use the name,logo,likeness,trademarks,image or other intellectual property of CCIRH for any advertising, marketing, endorsement or any other purposes without the specific prior written consent of an authorized representative of CCIRH as to each such use. 9. Term and Termination. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect through June 30, 2025, or until terminated as provided herein ("Term"). Either party may terminate this Agreement at any time,with or without cause,by providing the other party thirty(30)days prior written notice. If CCIRH terminates this Agreement pursuant to this Section,CCIRH shall have no other liability to Agency as a result of termination of this Agreement. 10. Confidentiality/HIPAA. For the purposes of this Agreement, confidential information ("Confidential Information") shall mean all proprietary, secret or confidential information or data relating to CCIRH, including but not limited to, its operations, employees, services, patients or customers. Agency acknowledges that CCIRH may disclose Confidential Information to Agency in connection with this Agreement. If Agency receives Confidential Information it shall: (a) maintain the Confidential Information in strict confidence; (b)use at least the same degree of care in maintaining the secrecy of the Confidential Information as Agency uses with respect to its own proprietary, secret or confidential information,but in no event less than a reasonable degree of care; (c) use Confidential Information only to fulfill its obligations under this Agreement;and(d)return or destroy all documents,copies,notes or other materials containing any portion of the Confidential Information upon request of CCIRH. Agency shall have no obligation concerning any portion of the Confidential Information which:(a)was known to Agency before receipt from CCIRH;(b)is lawfully obtained by Agency,from other a third party,under no obligation of confidentiality; (c) is or becomes publicly available other than as a result of an act or failure to act by Contractor. To the extent Confidential Information is required to be disclosed by Agency by applicable law or legal process,Agency shall promptly notify CCIRH to allow CCIRH to contest such disclosure.Agency 2 uocuslgn tnveiope lu:bAtSUUb/5-s(;)b-4bUF-bt-bU-Ub4b9C:1UJ92b shall not disclose any portion of the Confidential Information to any person except those of its employees having a need to know such portion to accomplish the purposes contemplated by this Agreement. The obligations under this Section shall survive termination of this Agreement. HIPAA Agency agrees to comply with the applicable Health Insurance Portability and Accountability Act of 1996 and the related regulations, as they may be amended from time to time("HIPAA")in the course of performing its obligations under this Agreement.If determined that Agency is a Business Associate as defined in HIPAA,and docs not qualify for its exceptions, Agency agrees to execute a Business Associate Agreement on terms and conditions mutually agreed to by the parties. 11. Notices. All notices and other correspondence related to this Agreement shall be in writing and shall be delivered by certified mail, return receipt, or by facsimile transmission or electronic mail if the necessary information for delivery of such is shown below,addressed as follows: CCIRH: Cleveland Clinic Florida Regional Health System Nonprofit Corporation 2950 Cleveland Clinic Boulevard Weston, Florida 33331 Attn: Marketing Director With a Copy to: Cleveland Clinic Law Department The Cleveland Clinic Foundation 2950 Cleveland Clinic Boulevard Weston,Florida 33331 Agency: Indian River County Board of County Commissioners 1801 27th Street Vero Beach, FL 329060 Attn: Michelle Wagner 12. Non-Assignment. Agency shall not assign or subcontract any of its obligations under this Agreement,in whole or in part,without the advance written consent of CCIRH. 13. Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of laws provisions, and any legal action relating, in any way, to this Agreement, shall be brought in the courts sitting in the State of Florida,County of Broward. 14. Force Majeure. Each party's performance under this Agreement and Exhibit A is subject to occurrences that are beyond its reasonable control and occurring without its fault or negligence,including but not limited to: acts of God, fire, explosions, floods, earthquakes, volcanic eruptions, hurricanes, tsunamis, declared war, government regulations,travel or other restrictions imposed by governmental authority with competent jurisdiction,police actions,acts of terror,riots,insurrections or civil disorder or disruption,public or private disaster,public health issues (including epidemics or pandemics), or any other unforeseeable emergency or causes of a comparable nature beyond the affected party's control and without the fault or negligence of the party so affected,any one of which makes it impossible or commercially impracticable to perform its obligations under Exhibit A and 3 Uocuslgn tnvelope IL):tiAUUUb/b-Sl;Ub-4bUF-1:11-bU-U 4blU1UJy2b this Agreement(collectively,"Force Majeure Events"). The party so affected shall give prompt notice to the other party of such Force Majeure Event and shall take whatever reasonable steps are necessary to relieve the effect of such Force Majeure Event as rapidly as reasonably possible and(if possible)to resume performance as soon as practicable under the circumstances. In the event it becomes necessary for either party to terminate Exhibit A due to a Force Majeure Event,it shall not be considered a breach of the Exhibit A or this Agreement. 15. Compliance. By entering into this Agreement, the parties specifically intend to comply with all applicable laws, rules and regulations relating to this Agreement as they may be amended from time to time.In the event that any part of this Agreement is determined to violate federal,state, or local laws,rules,or regulations, the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation.In the event the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement without further obligation on thirty(30)days written notice to the other Party. 16. Regulatory. The parties agree to comply with all applicable state and federal laws, rules, and regulations and all local ordinances. Agency represents that it has not been debarred,suspended,excluded or otherwise determined to be ineligible to participate in federal healthcare programs or federal procurement and non-procurement programs (collectively, "Debarred") and acknowledges that CCIRH shall have the right to terminate this Agreement immediately without further obligation in the event that Contractor is Debarred. Accordingly, Agency shall provide CCIRH with immediate notice if during the term of this Agreement Agency(i)receives notice of action or threat of action with respect to its Debarment;or(ii)becomes Debarred. 17. Working Environment. It is the policy of CCIRH to have a work place free of harassment,including but not limited to sexual harassment. Agency acknowledges that CCIRH is committed to keeping its work place free of illegal drugs in accordance with the guidelines set forth in the Drug-Free Workplace Act of 1988,Pub.L.No.200-690,codified at 41 U.S.C. Sec. 701,et. seq.Agency's compliance with this drug prohibition is a condition of providing Services for CCIRH and violators, in addition to such penalties as may be imposed under law, are subject to removal from CCIRH's premises. Accordingly, the unlawful use, manufacture, possession, sale, or transfer of illegal or controlled substances or abuse or unauthorized use of alcohol on or around CCIRH's premises is prohibited.Further,Agency acknowledges that CCIRH maintains a smoke-free environment at its facilities and that smoking is prohibited on CCIRH's premises. 18. General. In the event that any provision of this Agreement is held unenforceable under applicable law, the remaining provisions of this Agreement shall remain in full force and effect.Any amendment to this Agreement must be in writing and must be signed by an authorized representative of the parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof. 19. Public Forum The Agency is not creating a public forum for communication and debate through the acceptance of sponsorship for the limited purpose of the Indian River County Centennial Celebration which takes place between January 2025 and June 30th,2025. 20. Integration. This Agreement,together with all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to obligations and responsibilities to be performed by the parties under this Agreement. The parties 4 Docusign tnveiope lu:bAbUUbtb-sl:Ub-4bur-tirt3u-tit3459U1U:SUZb agree that all prior or contemporaneous agreements, proposals, purchase orders, representations and other understandings concerning the subject matter of this Agreement, whether oral or written, between the parties supersede in their entirety by and reduced to writing in this Agreement. To the extent that the terms of this Agreement and Exhibit A arc inconsistent,the terms of this Agreement shall govern. The parties acknowledge that the recitals are true and correct and are incorporated herein and made a part of the Agreement by this reference. 21. No Third Party Beneficiaries. Nothing in this Agreement,express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,except as expressly provided in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written. INDIAN RIVER MEMORIAL HOSPITAL,INC. INDIAN RIVER BOARD OF COUNTY d/b/a CLEVELAND CLINIC INDIAN RIVER COMMISSIONERS HOSPITAL Signed by: ,- Signed by. By: <1,6, N"t,tn,LI By: iest pk l t Stl t t� ' `-62210EE51EFD456 Title: Regional Di rector of community Title: Joseph Flescher,Chairman Date: 02-10-2025 Date: 01-30-2025 (Additional signatures follow) 5 Uocusign tnvelope It):bAbuubIb-:it:uti-4 iur-t3rbu-tsbab9(;lus9Lb ATTEST:Ryan Butler Clerk of the Court and Comptroller Signed by: e/ 2GEDDJ41DE94CA... By:Deputy Clerk 02-05-2025 p—ASiigned by: APPROVED AS TO FORM: APPROVED. a' lif 6A.ucL ) ' APPROVED., ADsCErO.Fo... Signed by: (,visf ortu v hks $Mis FErf ks John A.Titkanich,Jr. Assistant County Attorney County Administrator 01-27-2025 01-27-2025 6 uocusign Lnvelope lu:bAttu1b/b-'3c;uti-4tiur-Li I-uD-ut34b9e1Uia'L5 EXHIBIT A Sponsorship by Cleveland Clinic Indian River Hospital("C'CIRH" or"Sponsor") Surfin' Turtle Sponsor: $10,000 Event: Indian River County Centennial Celebration Date: January 11,2025-June 30,2025 Sponsorship Benefits: • CCIRH recognition on the Centennial website. • CCIRH social media recognition as sponsor of the Event. • Four(4)Centennial pole flags to be hung in Vero Beach of Sebastian with CCIRH logo. • Ten(10)yard signs showing CCIRH support for the Event. • Eight(8) Swag bags containing Centennial memorabilia. 7 0 docusign Certificate Of Completion Envelope Id:6ABD0575-3CD6-46DF-BFBD-BB459C103925 Status:Completed Subject:Complete with Docusign:Agreement(APPROVED)-4318813-COUNTY OF INDIAN RIVER-BOARD OF COUNT... Source Envelope: Document Pages:8 Signatures:5 Envelope Originator: Certificate Pages:6 Initials:0 Luz Molina Lopez AutoNav:Enabled 3050 Science Park Drive Envelopeld Stamping:Enabled Beachwood,OH 44122 Time Zone:(UTC-05:00)Eastern Time(US&Canada) molinal2@ccf.org IP Address:23.121.41.90 Record Tracking Status:Original Holder:Luz Molina Lopez Location: DocuSign 1/27/2025 9:56:06 AM molinal2@ccf.org Signer Events Signature Timestamp Christopher Hicks , S,g'_nadby Sent: 1/27/2025 10:22:01 AM chicks@indianriver.gov (JaiStopIUX (kicks Viewed: 1/27/2025 10:42:40 AM Security Level: Email,Account Authentication —EOBMBOBSEEMFB Signed: 1/27/2025 10:43:00 AM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.160.153.194 Electronic Record and Signature Disclosure: Accepted: 1/27/2025 10:42:40 AM ID:2ea48ee2-8fdd-4387-81 ee-d85093d8526d John A.Titkanich,Jr. (--8Ignedby: Sent: 1/27/2025 10:22:02 AM jtitkanich@indianriver.gov ,pu.in. 11. fit{*ccturdl) Jr. Viewed: 1/27/2025 12:37:47 PM Security Level:Email,Account Authentication E376 03GE70 8 Signed: 1/27/2025 12:45:37 PM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.217.16.90 Electronic Record and Signature Disclosure: Accepted: 1/27/2025 12:37:47 PM ID:abdf9887-bc0e-4db7-al 5e-ec493dd12002 Joseph Flesher ,----Signed by: Sent: 1/27/2025 10:22:03 AM jflescher@indianriver.gov jbSt ftt. .Lt,SLUX Viewed: 1/29/2025 1:09:57 PM Security Level:Email,Account Authentication �e2210 51EFoe5e Signed: 1/30/2025 1:32:59 PM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.160.153.194 Electronic Record and Signature Disclosure: Accepted: 1/29/2025 1:09:57 PM ID:6c08492f-1 d33-41 of-b1 c5-e62fe85e48dd Ryan Butler Signed by' Sent: 1/27/2025 10:22:01 AM rbutler@clerk.indian-river.org 1 roay. Viewed:2/5/2025 4:19:26 PM Indian River County Clerk of Circuit Court eoc3+]oee< A Signed:2/5/2025 4:19:55 PM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address: 12.16.60.8 Electronic Record and Signature Disclosure: Accepted:2/5/2025 4:19:26 PM ID:2b0b0409-652a-4158-92da-049e760b3cfb Signer Events Signature Timestamp Kellie Hensley ,--81pnidby Sent:2/5/2025 4:19:57 PM HensleK3@ccf.org (A-UA.S6L1 Viewed:2/10/2025 11:51:15 AM Regional Director of Community Af04AD932A624C1 Signed:2/10/2025 11:51:44 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address: 136.226.122.180 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CMSevents COPIED Sent:2/10/2025 11:51:46 AM CMSevents@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Jennifer Eubanks COPIED Sent:2/10/2025 11:51:46 AM eubankj@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Michelle Wagner COPIED Sent:2/10/2025 11:51:46 AM centennial@indianriver.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Gabrielle Mielz COPIED Sent:2/10/2025 11:51:47 AM mielzg@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/27/2025 10:22:03 AM Certified Delivered Security Checked 2/10/2025 11:51:15 AM Signing Complete Security Checked 2/10/2025 11:51:44 AM Completed Security Checked 2/10/2025 11:51:47 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure tiectronuc Record and Signature uIsclosure created on:l truLuz3 9:00:11 AM Parties agreed to:Christopher Hicks,John A.Titkanich,Jr.,Joseph Flesher, Ryan Butler ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, CCF -Florida Marketing(we, us or Company)may be required by law to provide to you certain written notices or disclosures. 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By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify CCF - Florida Marketing as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by CCF -Florida Marketing during the course of your relationship with CCF - Florida Marketing. uocusign tnveiope lu:tiHtsuuoto-3t;uti-4bur-t31-tiu-t3t345at;ius915 `J Cleveland Clinic - Law Department This page needs to be retained with the Agreement at all times. This page is for information purposes only and not part of the Agreement. Please return a fully executed copy of the Agreement to CMSevents@ccf.org COMPANY INFORMATION COUNTY OF INDIAN RIVER- BOARD OF COUNTY COMMISSIONERS 1801 27TH STREET VERO BEACH, FL 32960 CONTRACT INFORMATION Contract ID: 4318813 Master Agreement Number: Dept Reference No.: Contract Description: EVENT SPONSORSHIP-SURFIN TURTLE LEVEL- INDIAN RIVER COUNTY CENTENNIAL CELEBRATION Institute: Regional Hospital Submitting Dept: MARKETING Dept Contact: LUZ MOLINA LOPEZ LEGAL TEAM INFORMATION Attorney: SHAWN NETTLES Paralegal: DESPINA STARAKIS Contract appros ed as to form for:4318813 Attorney: NETTLES,SHAWN By: Starakis,Despina Date: 1/22/2025 3:24:37 PM uocusign Envelope IU:bAbUUbfb-:SC:Uti-4tiUh-k3- L)-Iit34b9U1US92b 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 27th Street,Vero Beach,FL 32960 and Indian River Memorial Hospital,Inc.,d/b/a Cleveland Clinic Indian River Hospital("CCIRH"),a Florida not- for-profit corporation, doing business at 1000 36th 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. 1 uocuslgn hnvelope IL):liAkbuub(b-'SC:ub-4bur-1:S11:5U-13134b9C:1UJ9 b 5, Conflict of Interest.CCIRH maintains and adheres to a Conflict of Interest Policy. In that connection Agency represents that no CCIRH employees, officers or directors are employees, officers or directors of Agency or serve on any boards or committees of or in any advisory capacity with Agency,except as disclosed here in N/A 6. Tax Exempt Status. The parties recognize that the CCIRH is a non-profit,tax-exempt organization and agree that all actions taken under this Agreement will take into account and be consistent with CC1RH's tax-exempt status. If any part or all of this Agreement is determined solely by CCIRH to jeopardize the overall tax-exempt status of CCIRH and/or any of its exempt affiliates, then CCIRH will have the right to terminate this Agreement immediately without further obligation or liability. 7. Grant of License and Use of Marks. Subject to all of the terms and conditions of this Agreement,CCIRH hereby grants to Agency a freely revocable, non-transferable,non-assignable,non-exclusive,limited right to use the CCIRH logo and trademarks as provided by CCIRH to Agency(the"Marks")solely in order to perform its obligations under this Agreement.No other right or license is granted by CCIRH either express or implied,with respect to any other logo or CCIRH Mark. Agency shall not use the Marks in any manner not specifically authorized by this Agreement. Agency agrees that CCIRH Marks,together with the goodwill of the business symbolized thereby,are the sole and exclusive properties of CCIRH. The use by Agency of the CCIRH Marks shall inure to the benefit of CCIRH.Agency shall use the CCIRH Marks in the exact form as sent to Agency by an authorized CCIRH employee via electronic means. 8. Use of Name. Other than as set forth in Section 7 above,Agency shall not use the name,logo,likeness,trademarks,image or other intellectual property of CCIRH for any advertising, marketing, endorsement or any other purposes without the specific prior written consent of an authorized representative of CCIRH as to each such use. 9. Term and Termination. This Agreement shall become effective as of the Effective Date and shall continue in full force and effect through June 30, 2025, or until terminated as provided herein ("Term"). Either party may terminate this Agreement at any time,with or without cause,by providing the other party thirty(30)days prior written notice. If CCIRH terminates this Agreement pursuant to this Section, CCIRH shall have no other liability to Agency as a result of termination of this Agreement. 10. Confidentialty/HIPAA. For the purposes of this Agreement, confidential information ("Confidential Information") shall mean all proprietary, secret or confidential information or data relating to CCIRH, including but not limited to, its operations, employees, services, patients or customers. Agency acknowledges that CCIRH may disclose Confidential Information to Agency in connection with this Agreement. If Agency receives Confidential Information it shall: (a) maintain the Confidential Information in strict confidence; (b) use at least the same degree of care in maintaining the secrecy of the Confidential Information as Agency uses with respect to its own proprietary, secret or confidential information,but in no event less than a reasonable degree of care; (c) use Confidential Information only to fulfill its obligations under this Agreement;and(d)return or destroy all documents,copies,notes or other materials containing any portion of the Confidential Information upon request of CCIRH. Agency shall have no obligation concerning any portion of the Confidential Information which:(a)was known to Agency before receipt from CCIRH;(b)is lawfully obtained by Agency, from other a third party,under no obligation of confidentiality; (c)is or becomes publicly available other than as a result of an act or failure to act by Contractor. To the extent Confidential Information is required to be disclosed by Agency by applicable law or legal process,Agency shall promptly notify CCIRH to allow CCIRH to contest such disclosure.Agency 2 uocuslgn tnvelope ll):lb/WUUS/5-:SGuli-4bUI--13F-bU-b1:145yl;lOi9L5 shall not disclose any portion of the Confidential Information to any person except those of its employees having a need to know such portion to accomplish the purposes contemplated by this Agreement. The obligations under this Section shall survive termination of this Agreement. HIPAA Agency agrees to comply with the applicable Health Insurance Portability and Accountability Act of 1996 and the related regulations,as they may be amended from time to time("HIPAA")in the course of performing its obligations under this Agreement.If determined that Agency is a Business Associate as defined in HIPAA,and docs not qualify for its exceptions, Agency agrees to execute a Business Associate Agreement on terms and conditions mutually agreed to by the parties. 11. Notices. All notices and other correspondence related to this Agreement shall be in writing and shall be delivered by certified mail, return receipt, or by facsimile transmission or electronic mail if the necessary information for delivery of such is shown below,addressed as follows: CCIRH: Cleveland Clinic Florida Regional Health System Nonprofit Corporation 2950 Cleveland Clinic Boulevard Weston,Florida 33331 Attn: Marketing Director With a Copy to: Cleveland Clinic Law Department The Cleveland Clinic Foundation 2950 Cleveland Clinic Boulevard Weston, Florida 33331 Agency: Indian River County Board of County Commissioners 1801 27th Street Vero Beach,FL 329060 Attn: Michelle Wagner 12. Non-Assignment. Agency shall not assign or subcontract any of its obligations under this Agreement,in whole or in part,without the advance written consent of CCIRH. 13. Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of Florida, without regard to conflicts of laws provisions, and any legal action relating, in any way, to this Agreement, shall be brought in the courts sitting in the State of Florida,County of Broward. 14. Force Majeure. Each party's performance under this Agreement and Exhibit A is subject to occurrences that are beyond its reasonable control and occurring without its fault or negligence,including but not limited to: acts of God, fire, explosions, floods, earthquakes, volcanic eruptions, hurricanes, tsunamis, declared war, government regulations,travel or other restrictions imposed by governmental authority with competent jurisdiction,police actions,acts of terror,riots,insurrections or civil disorder or disruption,public or private disaster,public health issues (including epidemics or pandemics), or any other unforeseeable emergency or causes of a comparable nature beyond the affected party's control and without the fault or negligence of the party so affected,any one of which makes it impossible or commercially impracticable to perform its obligations under Exhibit A and 3 uocusign Envelope IL):tiAliUUb/b-A;Uti-4tiUh-1:11k3U-l3li4b9U1U392b this Agreement(collectively,"Force Majeure Events"). The party so affected shall give prompt notice to the other party of such Force Majeure Event and shall take whatever reasonable steps are necessary to relieve the effect of such Force Majeure Event as rapidly as reasonably possible and(if possible)to resume performance as soon as practicable under the circumstances. In the event it becomes necessary for either party to terminate Exhibit A due to a Force Majeure Event,it shall not be considered a breach of the Exhibit A or this Agreement. 15. Compliance. By entering into this Agreement, the parties specifically intend to comply with all applicable laws,rules and regulations relating to this Agreement as they may be amended from time to time.In the event that any part of this Agreement is determined to violate federal, state,or local laws,rules,or regulations,the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation.In the event the parties are unable to agree to new or modified terms as required to bring the entire Agreement into compliance, either party may terminate this Agreement without further obligation on thirty(30)days written notice to the other Ply 16. Regulatory. The parties agree to comply with all applicable state and federal laws, rules, and regulations and all local ordinances. Agency represents that it has not been debarred,suspended,excluded or otherwise determined to be ineligible to participate in federal healthcare programs or federal procurement and non-procurement programs (collectively, "Debarred") and acknowledges that CCIRH shall have the right to terminate this Agreement immediately without further obligation in the event that Contractor is Debarred. Accordingly, Agency shall provide CCIRH with immediate notice if during the term of this Agreement Agency(i)receives notice of action or threat of action with respect to its Debarment;or(ii)becomes Debarred. 17. Working Environment. It is the policy of CCIRH to have a work place free of harassment,including but not limited to sexual harassment. Agency acknowledges that CCIRH is committed to keeping its work place free of illegal drugs in accordance with the guidelines set forth in the Drug-Free Workplace Act of 1988,Pub.L.No.200-690,codified at 41 U.S.C. Sec. 701,et.seq.Agency's compliance with this drug prohibition is a condition of providing Services for CCIRH and violators, in addition to such penalties as may be imposed under law, are subject to removal from CCIRH's premises. Accordingly, the unlawful use, manufacture, possession, sale, or transfer of illegal or controlled substances or abuse or unauthorized use of alcohol on or around CCIRH's premises is prohibited.Further,Agency acknowledges that CCIRH maintains a smoke-free environment at its facilities and that smoking is prohibited on CCIRH's premises. 18. General. In the event that any provision of this Agreement is held unenforceable under applicable law, the remaining provisions of this Agreement shall remain in full force and effect.Any amendment to this Agreement must be in writing and must be signed by an authorized representative of the parties. The waiver by either party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach of the same or other provision hereof. 19. Public Forum The Agency is not creating a public forum for communication and debate through the acceptance of sponsorship for the limited purpose of the Indian River County Centennial Celebration which takes place between January 2025 and June 30th,2025. 20. Integration. This Agreement,together with all Exhibits attached hereto, constitutes the entire agreement between the parties with respect to obligations and responsibilities to be performed by the parties under this Agreement. The parties 4 Uocuslgn tnvelope IL):IDAtiUUS( -JUUb-4bUl--bl-tiU-t I345IU1UJy2b agree that all prior or contemporaneous agreements, proposals, purchase orders, representations and other understandings concerning the subject matter of this Agreement, whether oral or written, between the parties supersede in their entirety by and reduced to writing in this Agreement. To the extent that the terms of this Agreement and Exhibit A arc inconsistent,the terms of this Agreement shall govern. The parties acknowledge that the recitals are true and correct and are incorporated herein and made a part of the Agreement by this reference. 21. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective permitted successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement,except as expressly provided in this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives as of the date first above written. INDIAN RIVER MEMORIAL HOSPITAL,INC. INDIAN RIVER BOARD OF COUNTY d/b/a CLEVELAND CLINIC INDIAN RIVER COMMISSIONERS HOSPITAL ,----Signed by: ,—Signed by: By: t;t,l�t, (k"t ln,StU1 By: jOSIf(,, Fkt,S(UX ' • "—B2210EE51EFD456 Title: Regional Di rector of Community Title: Joseph Flescher,Chairman Date: 02-10-2025 Date: 01-30-2025 (Additional signatures follow) 5 Docusign Lnvelope iu:bAbLUOtb-J(;ub-4bLI--bbbu-bb4b9;1UJ91b ATTEST:Ryan Butler Clerk of the Court and Comptroller Signed by�:y�i ttr C2CE1,0347DE94CA... By:Deputy Clerk 02-05-2025 ..Siigg�ned by: APPROVED AS TO FORM: APPROVED t"' a' t zDunid , Y. E.,,,,,aCE7u.Fo...LSigned by: aAliStopLtLr (hods g$4PPis FrEEMIcs John A.Titkanich,Jr. Assistant County Attorney County Administrator 01-27-2025 01-27-2025 6 Uocusign tnvelope IU:bAbUUb/b-3l;Ub-4b --t3Ft3U-13b4b9WU394b EXHIBIT A Sponsorship by Cleveland Clinic Indian River Hospital("CCIRH"or"Sponsor") Surfin'Turtle Sponsor:$10,000 Event:Indian River County Centennial Celebration Date:January 11,2025-June 30,2025 Sponsorship Benefits: • CCIRH recognition on the Centennial website. • CCIRH social media recognition as sponsor of the Event. • Four(4)Centennial pole flags to be hung in Vero Beach of Sebastian with CCIRH logo. • Ten(10)yard signs showing CCIRH support for the Event. • Eight(8)Swag bags containing Centennial memorabilia. 7 0 docusign Certificate Of Completion Envelope Id:6ABD0575-3CD6-46DF-BFBD-BB459C103925 Status:Completed Subject:Complete with Docusign:Agreement(APPROVED)-4318813-COUNTY OF INDIAN RIVER-BOARD OF COUNT... Source Envelope: Document Pages:8 Signatures:5 Envelope Originator: Certificate Pages:6 Initials:0 Luz Molina Lopez AutoNav:Enabled 3050 Science Park Drive Envelopeld Stamping:Enabled Beachwood,OH 44122 Time Zone:(UTC-05:00)Eastern Time(US&Canada) molinal2@ccf.org IP Address:23.121.41.90 Record Tracking Status:Original Holder:Luz Molina Lopez Location:DocuSign 1/27/2025 9:56:06 AM molinal2@ccf.org Signer Events Signature Timestamp Christopher Hicks r--Signed by, Sent: 1/27/2025 10:22:01 AM chicks@indianriver.gov (.L4 ts1Ortu Y' Viewed: 1/27/2025 10:42:40 AM Security Level:Email,Account Authentication E°6H16665eEA4E8 Signed: 1/27/2025 10:43:00 AM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.160.153.194 Electronic Record and Signature Disclosure: Accepted: 1/27/2025 10:42:40 AM ID:2ea48ee2-8fdd-4387-81 ee-d85093d8526d John A.Titkanich,Jr. Signed by: Sent: 1/27/2025 10:22:02 AM jtitkanich@indianriver.gov ( ,)Ol,in, a. fitka,ucit.J , Viewed: 1/27/2025 12:37:47 PM E37684°3CE 70.1F88 Security Level:Email,Account Authentication Signed: 1/27/2025 12:45:37 PM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.217.16.90 Electronic Record and Signature Disclosure: Accepted: 1/27/2025 12:37:47 PM ID:abdf9887-bc0e-4db7-al5e-ec493dd12002 Joseph Flesher Signed by Sent:1/27/2025 10:22:03 AM jflescher@indianriver.gov ,lOStr(.4 FLLSI&.tr Viewed: 1/29/2025 1:09:57 PM Security Level:Email,Account Authentication s2210EE61EF°456 Signed:1/30/2025 1:32:59 PM (None) Signature Adoption:Pre-selected Style Using IP Address: 12.160.153.194 Electronic Record and Signature Disclosure: Accepted: 1/29/2025 1:09:57 PM ID:6c08492f-1 d33-41 of-b 1 c5-e62fe85e48dd Ryan Butler 51pne°by Sent: 1/27/2025 10:22:01 AM rbutler@clerk.indian-river.org2aln. butt r Viewed:2/5/2025 4:19:26 PM D Indian River County Clerk of Circuit Court Signed:2/5/2025 4:19:55 PM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address:12.16.60.8 Electronic Record and Signature Disclosure: Accepted:2/5/2025 4:19:26 PM ID:2b0b0409-652a-4158-92da-049e760b3cfb Signer Events Signature Timestamp Kellie Hensley pniO°yi Sent:2/5/2025 4:19:57 PM k. HensleK3@ccf.org Uit- RU&SIRAI Viewed:2/10/2025 11:51:15 AM Regional Director of Community -AF04AD932A624C1 Signed:2/10/2025 11:51:44 AM Security Level:Email,Account Authentication (None) Signature Adoption:Pre-selected Style Using IP Address: 136.226.122.180 Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp CMSevents COPIED 1 Sent:2/10/2025 11:51:46 AM CMSevents@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Jennifer Eubanks COPIED Sent:2/10/2025 11:51:46 AM eubankj@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Michelle Wagner COPIED Sent:2/10/2025 11:51:46 AM centennial@indianriver.gov Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Gabrielle Mielz COPIED Sent:2/10/2025 11:51:47 AM mielzg@ccf.org Security Level:Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/27/2025 10:22:03 AM Certified Delivered Security Checked 2/10/2025 11:51:15 AM Signing Complete Security Checked 2/10/2025 11:51:44 AM Completed Security Checked 2/10/2025 11:51:47 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure tlectronic Kecord and signature Disclosure created on:11/2/2023 :UU:1/AM Parties agreed to:Christopher Hicks,John A.Titkanich,Jr.,Joseph Flesher,Ryan Butler ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time,CCF -Florida Marketing(we, us or Company)may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure(ERSD),please confirm your agreement by selecting the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time,you may request from us a paper copy of any record provided or made available electronically to you by us.You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days)after such documents are first sent to you.After such time,if you wish for us to send you paper copies of any such documents from our office to you,you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent 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 only in paper format.How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. 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 you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further,you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. 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 the DocuSign system 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 CCF-Florida Marketing: 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: rassir@ccf.org To advise CCF-Florida Marketing of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at rassir@ccf.org and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from CCF- Florida Marketing To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to rassir@ccf.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with CCF- Florida Marketing To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to rassir@ccf.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically,which will be similar to other electronic notices and disclosures that we will provide to you,please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or(ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check-box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify CCF - Florida Marketing as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by CCF - Florida Marketing during the course of your relationship with CCF - Florida Marketing.