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ARIZONA BASKETBALL COACHES ASSOCIATION
SECTION 7 SPONSORSHIP AGREEMENT
This Sponsorship Agreement ("Agreement"), dated as of June _____, 2021 (the
"Effective Date"), between Arizona Basketball Coaches Association (“ABCA”) an Arizona
not-for-profit corporation, and the City of Glendale, Arizona a municipal corporation
("Sponsor").
BACKGROUND
The ABCA is hosting the Section 7 High School Basketball Tournament at State
Farm Stadium in Glendale to provide over 2,500 high school basketball college prospects
with the opportunity to showcase their talents in front of college coaches. The ABCA also
supports the Backpack Buddies Program, scholarship for student leaders, and the AdmiHER
initiative to support the growth of girls' basketball through mentorship, access and health &
wellness programming.
Sponsorship will be provided under the terms and conditions of this Agreement.
The parties agree as follows:
AGREEMENT
1.
Sponsorship Benefits. The ABCA shall recognize the City of Glendale as a
sponsor of the Section 7 event and provide sponsorship benefits outlined in Exhibit A (the
"Sponsorship Benefits"). Notwithstanding the recognition by the ABCA of Sponsor as a
“Sponsor” or any other provision of this Agreement, this Agreement shall neither be deemed
nor construed to create a joint venture or partnership between the ABCA and Sponsor, nor
shall this Agreement be deemed or construed as making either party the agent or
representative of the other party. Neither party shall have the authority to bind the other
party in any respect.
2.
Sponsor Obligations.
2.1
Sponsor shall pay an annual sponsorship fee of $35,000 for three
years.
3.
Term of Agreement. The term of this Agreement shall commence upon the
Effective Date and expire following the third Section 7 event in 2023 (the "Term"). The
agreement may be administrate extended for another two years with written confirmation.
4.
Scope of Rights Granted. Sponsor acknowledges and agrees that the rights
and benefits granted by the ABCA under this Agreement are non-exclusive. The ABCA
reserves the right, in its sole discretion, to seek additional sponsorship support. Under no
circumstances shall this Agreement be interpreted to imply any rights of ownership. Instead,
the only rights granted are those expressly set forth in this Agreement.
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5.
Licensing of Certain Marks.
5.1
Sponsor grants to the ABCA a license to utilize Sponsor’s trade
names, trademarks and/or service marks ("Sponsor Marks") for the express purpose of
publicizing Sponsor’s sponsorship of the ABCA and the ABCA associated events and
activities during the Term. Sponsor represents and warrants that Sponsor Marks do not
infringe upon the trade names, trademarks, service marks or other rights of any other person
or entity. All ABCA uses of the Sponsor Marks must be approved by Sponsor in writing
and in advance of use, such approval not to be unreasonably withheld or delayed.
5.2
The ABCA grants to Sponsor a license to utilize the ABCA Marks
(which the ABCA may update from time to time) for the express purpose of publicizing
Sponsor’s sponsorship of the ABCA and specified ABCA associated events and activities
during the Term. All Sponsor uses of the ABCA Marks must first be approved by the ABCA.
6.
Intellectual Property Rights.
6.1
Sponsor acknowledges that it is being granted a limited license by the
ABCA under this Agreement to use the ABCA Marks in accordance with the terms and
conditions of this Agreement and that no further or greater rights are granted in or to the
ABCA Marks.
6.2
Sponsor acknowledges that ABCA owns all right, title and interest in
and to the ABCA Marks. Sponsor agrees that it will do nothing inconsistent with such
ownership.
6.3
The ABCA acknowledges that it is being granted a limited license by
Sponsor to use the Sponsor Marks in accordance with the terms and conditions of this
Agreement and that no further or greater rights are granted in or to the Sponsor Marks. The
ABCA acknowledges that it will do nothing inconsistent with Sponsor’s ownership of the
Sponsor Marks.
7.
Sponsor Involvement. Unless otherwise stated in this Agreement, Sponsor
is not directly involved in the management or operation of the activities contemplated or
covered by this Agreement; provided, however, Sponsor is solely responsible for the
promotion, organization and activities of Sponsor. The ABCA is solely responsible for the
promotion, organization and activities of the ABCA.
8.
Confidentiality. The parties shall keep the terms of this Agreement
confidential. Neither the terms of this Agreement nor a copy of this Agreement shall be
disclosed to any third party, in whole or in part, without the prior express written consent of
the other party, unless required by operation of law. Should such disclosure be required by
law, the party required to make such disclosure shall promptly notify the other party in
writing upon learning of the request or demand for disclosure.
9.
Indemnification.
9.1
Sponsor shall indemnify, hold harmless and defend the ABCA and
each of its respective affiliates, directors, officers, employees, shareholders, members,
representatives and agents, and each of their respective affiliates, subsidiaries, directors,
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officers, employees, members, shareholders, representatives, sponsors, licensees and agents
from and against any liability, obligation, claim, cost, demand, recovery, settlement,
deficiency, loss, fine, penalty, damage or expense including, without limitation, reasonable
outside attorneys’ fees and expenses (collectively the “Losses”) resulting from or arising out
of:
9.1.1
Any acts or omissions of Sponsor and/or its directors,
officers, employees, agents, contractors, or servants in connection with the performance of
Sponsor’s obligations under this Agreement.
9.1.2
Any product liability, advertiser’s liability or other
claim arising out of or in connection with the use by Sponsor of the ABCA Marks.
9.1.3
Any breach by Sponsor of any of Sponsor's
representations, warranties, covenants or obligations contained in this Agreement.
The Indemnified Parties shall have the right to choose and select their own counsel and
assume their own defense in connection with any action or proceeding to which the
indemnification, hold harmless or defense obligations of this Section would be applicable.
This Indemnification section is independent of Sponsor's insurer’s agreement to waive its
right of subrogation and shall be in full force and effect whether or not an agreement with
Sponsor's insurer to waive its right of subrogation is reached, enforce, or enforceable.
9.2
The ABCA shall indemnify and hold harmless Sponsor and each of
its affiliates, directors, officers, employees, shareholders, members, representatives and
agents from any Losses resulting from:
9.2.1
Any acts or omissions of the ABCA and/or its
directors, officers, employees, agents, contractors or servants in connection with the
performance of the ABCA’s obligations under this Agreement.
9.2.2
Any
breach
by the
ABCA
of
the
ABCA’s
representations, warranties, covenants or obligations in this Agreement.
10.
Sponsor Warranties. Sponsor represents and warrants that:
10.1
The individual signing this Agreement on its behalf has authority to
sign on Sponsor’s behalf.
10.2
Execution and performance of this Agreement have been properly and
duly authorized by Sponsor.
10.3
Sponsor’s Marks do not infringe upon the trademarks, trade names,
service marks or other rights of any other person or entity.
11.
Cooperation. The parties shall, in good faith, cooperate with each other and,
from time to time, execute and deliver such further instruments as either party or its counsel
may reasonably request to effectuate the intent of this Agreement.
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12.
Termination. Without prejudice to any other rights it may have in law, equity
or otherwise, the ABCA and the Sponsor shall have the right to terminate this Agreement
upon written notice to the other Party at any time for any or no reason.
13.
General Provisions.
13.1
Notices. Except as expressly provided to the contrary in this
Agreement, any notice, consent report, document or other item to be given, delivered,
furnished or received under this Agreement shall be deemed given, delivered, furnished and
received when given in writing and personally delivered to and receipted by an officer or
designated employee of the applicable party, or 72 hours after the same is sent by email or
deposited in the United States mail, postage prepaid, registered or certified first class mail,
return receipt requested addressed as set forth below, or to such other address as either of the
parties shall advise the other in writing or sent by confirmed email:
If to Sponsor:
City of Glendale
Attn: Kevin Phelps
5850 W. Glendale Ave
Glendale, AZ 85301
If to the ABCA:
Arizona Basketball Coaches Association
Attn: Matt King
5725 N. 11th Place
Phoenix, AZ 85014
13.2
Entire Agreement: Modifications. This Agreement, the documents
which are Exhibits to this Agreement and any contemporaneous agreements or instruments
entered into by the parties contain the sole and entire agreement between the parties and
supersede any and all other prior agreements between them. This Agreement may not be
modified, amended, or supplemented, or otherwise changed, except by a written document
executed by an authorized representative of each of the parties.
13.3
Non-Waiver of Rights and Breaches. No failure or delay of either
party in the exercise of any right given to such party under this Agreement shall constitute a
waiver of such right, nor shall any single or partial exercise of any such right preclude other
or further exercise of such right or of any other right. The waiver by a party of any default
of the other party under this Agreement shall not be deemed to be a waiver of any such
subsequent default or other default of any party.
13.4
Captions. Section headings
used in this Agreement are for
convenience of reference only and shall not affect the construction of any provision of this
Agreement.
13.5
Successors and Assigns. Neither Sponsor nor the ABCA may assign
this Agreement or any rights or obligations under this Agreement, in whole or in part, to any
other person or entity without the prior express written consent of the other party. This
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Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and authorized assigns.
13.6
Governing Law, Jurisdiction. This Agreement and any dispute arising
under it shall be governed by and construed in accordance with the laws of the State of
Arizona without regard to conflict of law principles. All disputes pertaining to this
Agreement shall be decided by a state or federal court located in the State of Arizona and
each party consents to personal jurisdiction in such courts. Each party further waives any
defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
13.7
Survival. Except as expressly provided in this Agreement, the
covenants, acknowledgments, representations, agreements and obligations contained in this
Agreement shall survive the consummation or termination of the transactions contemplated
by this Agreement.
13.8
Force Majeure. If any of the obligations of either party is hindered or
prevented, in whole or in substantial part, because of a “Force Majeure Event”, such party
shall not be liable to the other party or be in breach of this Agreement; provided, however,
that all other obligations of the parties shall continue and when such Force Majeure Event
has ceased, the parties shall negotiate in good faith regarding an adjustment of their rights
and obligations under this Agreement. In each such case, the party affected by a Force
Majeure Event shall promptly notify the other party of such event or occurrence and shall
exert commercially reasonable efforts to overcome such event or occurrence, and resume
performance of its obligations with all possible speed. A "Force Majeure Event" shall mean
causes beyond the control of the parties, including, but not limited to: an act of God;
inevitable accident; fire; labor dispute; riot or civil commotion; act of public enemy;
governmental act; acts or significant threats of war or terrorism; regulation or rule; failure of
technical facilities; national day of mourning; emergency announcement or news bulletin;
inability to obtain supplies; delays in transportation; embargoes; increase in the national
terror alert level that prohibits holding the events; or any other reason beyond the control of
the parties that is generally regarded as force majeure. Delays or non-performance excused
by this provision shall not excuse performance of any other obligation which is outstanding
at the time of occurrence. The exact time and dates of Section 7 and the ancillary events are
subject to change.
13.9
Cancellation,
Relocation
or Postponement.
In the event
of
cancellation, relocation (beyond the City of Glendale) or postponement of Section 7 events
(i) Sponsor’s sole and exclusive remedy at law or in equity shall be a refund of the
Sponsorship Fee on a pro rata basis based on the proportion of the Sponsorship Benefits that
were not received by Sponsor due to such cancellation or postponement. In addition to the
foregoing, in the event that the number of people permitted to attend Section 7 is reduced to
less than the capacity of the stadium (regardless of whether such reduction is imposed by the
a third-party, including Federal or State authorities), the ABCA and Sponsor will mutually
agree on a reasonable reduction to the Sponsorship Fee. Without limiting the foregoing, in
no event will the ABCA ever be liable to Sponsor for any indirect, special, exemplary,
incidental or consequential damages suffered by Sponsor or any of its guests or invitees.
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13.10 Compliance with Law. Sponsor shall comply with all laws,
ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other
agencies or bodies having or claiming jurisdiction) applicable to the performance of
Sponsor’s obligations to the ABCA.
13.11 Intent of the Parties. This Agreement is intended to be performed in
accordance with, and only to the extent permitted by all applicable laws, ordinances, rules
and regulations, and is intended, and shall for all purposes be deemed to be a single,
integrated document setting forth all of the agreements and understandings of the parties,
and superseding all prior negotiations, understandings and agreements of the parties with
respect to its subject matter. If any term or provision of this Agreement or its application to
any person or circumstance shall for any reason and to any extent be held to be invalid or
unenforceable, then such term or provision shall be ignored, and to the maximum extent
possible, this Agreement shall continue in full force and effect, but without giving effect to
such term or provision.
13.12 Section and Exhibit References. All references contained in this
Agreement to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits attached to, this Agreement. All references to Sections shall be deemed to also refer
to subsections of such Sections, if any. The definitions of terms defined in this Agreement
shall apply to the Exhibits, unless the context otherwise indicates.
The parties have executed this Agreement as of the dates set forth below their
respective signatures.
CITY OF GLENDALE, an Arizona Municipal Corporation
By:_________________________________
Printed Name:________________________
Title:_______________________________
Date: _______________________________
ARIZONA BASKETBALL COACHES ASSOCIATION
By:_________________________________
Printed Name:_________________________
Title:________________________________
Date: ________________________________
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EXHIBIT A
SPONSORSHIP BENEFITS
Sponsor shall receive the following sponsorship benefits in accordance with the Sponsorship
Guidelines set forth the Agreement:
SPONSORSHIP PRIVILEGES
➢ Designation as “Official Sponsor” in City of Glendale (Sponsor) advertising and
communications
➢ Use of ABCA and Section 7 logo in Sponsor advertising
➢ Inclusion of Sponsor logo in Section 7 website
➢ Inclusion in advertising where all Sponsors are listed
➢ Inclusion in ABCA’s social media posts (e.g., Facebook, Twitter, Instagram)
➢ Broadcasting Visit Glendale Promotional videos during event
➢ ABCA may provide unique assets for Sponsor events, such as a guest speakers.
➢ Signage at ABCA Annual Coaches Clinic (500 Coaches)
HOTELS, EVENTS & VENUES
➢ The ABCA will prioritize the use of Glendale hotels as part of their host hotel room
blocks.
➢ The ABCA, working with the Glendale CVB, will encourage ancillary organizations
and prominent groups to use Glendale hotels and resorts for ancillary events
surrounding Section 7.
➢ ABCA working with Glendale CVB will encourage the use of Glendale venues and
businesses as sites for events and activities.
➢ The ABCA will encourage the use of Glendale bars and restaurants as sites for third
party private events.
COMMUNITY CONNECT
➢ The ABCA through their Legacy Foundation will include Glendale schools in their
Backpack Buddies Program, AdmiHER Campaign and basketball giveaways and
charitable works.
HOSPITALITY
➢ City of Glendale as Title Sponsor of one (1) of the ten (10) Section 7 Brackets
➢ Team Picture with sponsor and Championship team
➢ Visit Glendale as Title Sponsor of one (1) of the ten (10) Section 7 Brackets
➢ Team Picture with sponsor and Championship team
➢ City of Glendale as Title Sponsor of one (1) of the Ancillary Rooms
➢ Visit Glendale as Title Sponsor of one (1) of the ten Ancillary Rooms
➢ Twenty (20) VIP All-Session passes
➢ Two (2) Foursome in the 2021 Annual Jerry Colangelo Golf Classic
➢ Ten (10) Invitations to the Parings Gala and Awards Luncheon