RES 2010-0358 - Corporate sponsorship with ASAE & the Center for Association Leadership to promote Omaha as convention destination 402.444.4660 1866.937.6624 TF 1402.444.4511 FX visitomaha.com
1001 FARNAM STREET I OMAHA, NE 68102
I I 1 _
OMAHA CONVENTION &VISITORS BUREAU
IDS R22PH3: 16
Cali-.. „r
OMAHA, WWEBR sti4
Honorable President
and Members of the City Council,
The purpose of the attached Resolution is to approve a corporate sponsorship agreement with
ASAE&The Center.for Association.Leadership for convention destination promotion for the
period April 1,2010 through.April 1,.2011. The Omaha Convention&Visitors Bureau (OCVB)
has been selected as a Corporate Partner for the 2010 Season to receive prevalent marketing
exposure valued at$273,522 in corporate partner benefits. Therefore,the OCVB desires to
promote Omaha as a convention destination year-round through ASAE&The Center for
Association Leadership advertising,promotions,and events.
The $111,695 cost of such agreement will be paid from Fiscal Year 2010, Fund 21109,
Organization 115915, Account 42112 in the amount of $50,000 (OCVB Marketing) and the
remainder from Fiscal Year 2010, Fund 21109, Organization 115914, Account 42112
(Convention.Sales).
Respec lly submitted,
•
ourc//2Z4
Dana Markel
Director,Omaha Convention and Visitors Bureau
Approved as to Funding: Referred to City Council for Consideration:
•
22MrhZa 10
Pam Spaccarotella Date M o s ffice Date
Finance Director
p:\law—city council documents\2010\50027s1w.doc
THE CENTER FOR ASSOCIATION LEADERSHIP
AND
• City of Omaha through the Omaha Convention & Visitors Bureau
SPONSORSHIP AGREEMENT
THIS AGREEMENT is made effective this first day of April 1, 2010 ("Effective Date")
between The Center for Association Leadership ("Center") and the city of Omaha through the
Omaha Convention&Visitors Bureau ("Company").
WHEREAS, in accordance with and in furtherance of its tax exempt purposes, Center
conducts a series of educational programs throughout the United States; and
WHEREAS, Company desires to be a non-exclusive sponsor of such programs, and
Center desires to permit Company such sponsorship in exchange for certain compensation.
NOW THEREFORE, in consideration of the mutual promises contained herein and for
other good and valuable consideration,the receipt and adequacy of which is acknowledged, the
parties agree as follows:
1. Sponsorship of Center Programs.
a. During the term of this Agreement, Center hereby agrees to identify and acknowledge
Company as the non-exclusive sponsor of the educational programs described at
Exhibit A ("Corporate Partnership"), as permitted in connection with qualified
sponsorship payments under Section 513(i) of the Code and the Treasury regulations
thereunder ("Sponsorship"). Such identification and acknowledgment shall include
displaying Company's corporate logo and certain other identifying information in
connection with the Sponsored Programs, as well as on marketing, advertising, and
other appropriate promotional media and materials in connection with the Sponsored
Programs. The placement, form, content, appearance, and all other aspects of such
identification and acknowledgment shall be determined mutually by Company and
Center.
b. In the event that any of the Sponsored Programs are cancelled for any reason other
than default of Company, Company shall be entitled to a pro-rata refund of a portion
of its sponsorship fee or an in-kind value at another event as delineated in Exhibit A.
c. During the term of this Agreement, Company shall be permitted to utilize the
Corporate Partner logo for the sole purpose of promoting Company's Sponsorship of
the Sponsored Programs.
2. License of the Intellectual Property.
a. Center is the sole owner of all right, title, and interest to all Center information,
including Center's logo, trademarks, trade names, and copyrighted information,
unless otherwise provided. Center hereby grants to Company a limited, non-
exclusive license to use certain of Center's intellectual property, including names,
trademarks, and copyrights (collectively, "Center Property") in connection with
promotion of Company's Sponsorship of the Sponsored Programs. It is understood
that Center retains the right to review and approve in advance all uses of such '
intellectual property, which approval shall not be unreasonably withheld.
b. Company is the sole owner of all right, title, and interest to all Company information,
including Company logos, trademarks, trade names, and copyrighted information,
unless otherwise provided. Company hereby grants to Center a limited, non-
exclusive license to use certain of Company's intellectual property, including names,
trademarks, and copyrights (collectively, "Company Property") in connection with
promotion of the Sponsored Programs. It is understood that Company retains the
right to review and approve in advance all uses of such intellectual property, which
approval shall not be unreasonably withheld.
c. Upon termination or expiration of this Agreement, all rights and privileges for use of
the other party's Property shall expire, and each party shall discontinue the use of
such other party's Property.
3. Obligations of the Parties. Each party will be responsible for costs and expenses related to or
arising from its obligations under this Agreement, including but not limited to the following:
a. Center Obligations.
i. Center will develop all educational and promotional materials for the
Sponsored Programs.
ii. Center will provide Company with an opportunity to review and approve
promotional materials including Company Property prior to their use.
iii. Provide the promotional opportunities required in Exhibit A.
b. Company Obligations.
i. In consideration for the right to sponsor the Sponsored Programs and to be
acknowledged by Center as the non-exclusive sponsor of the Sponsored
Programs, one hunded eleven thousand and six hundred ninety five dollars
($111,695) ("Sponsorship Amount"), to be paid in quarterly installments. The
first installment of $27,923.75 is due April 30, 2010 of each year with
remaining 3 payments due in July 2010, November 2010 and April 2011 all
within thirty days of invoicing by Center. Such Sponsorship Amount is an
aggregate amount related to the specific Base Sponsored Programs and related
sponsorship levels delineated in Exhibit A.
ii. The contributions described in this Section shall constitute payment by
Company solely for Company's Sponsorship of the Sponsored Programs.
Such contributions shall in no manner be considered compensation or
reimbursement for services rendered, activities undertaken by Center on
behalf of Company, or income from a partnership or joint venture.
2
enter Property") in connection with
promotion of Company's Sponsorship of the Sponsored Programs. It is understood
4. Relationship Between the Parties. The parties agree that this Agreement is not intended
to create any joint venture, partnership, employment, or agency relationship of any kind; and the
parties agree not to contract any obligations in the name of the other(s), to use another's credit in
conducting any activities under this Agreement, or to represent that either party is in the business
of providing the Sponsored Programs. The parties agree that Sponsorship of the Sponsored
Programs by Company does not constitute Center's endorsement, guarantee, acceptance, or
approval of Company, its services, products, programs, or activities. The parties agree that
Sponsored Programs offered by Center does not constitute the Company's endorsement,
guarantee, acceptance, or approval of Center, its services,products,programs, or activities.
5. Limitation of Liability; Indemnification.
a. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS,
ARISING FROM THE LAUNCH SPONSORSHIP CONTEMPLATED UNDER THIS
AGREEMENT.
b. The parties shall indemnify and hold each other, and their respective directors,
officers, affiliates, and employees, harmless against any claim, loss, liability, suit or judgment
(including attorneys' fees) which arise as a result of the negligence or misconduct of the party, or
its respective directors, officers, employees, or affiliates.
6. Term and Termination of Agreement. The term of this Agreement shall commence on
the Effective Date and will continue in effect until [insert end date], unless terminated earlier as
herein provided. This Agreement may be terminated with or without cause upon 30 days written
notice by either party. In the event of termination, Center will refund to Company a pro rata
portion of the money that is not used in support of the Sponsored Programs. Either party's delay
in, or failure of, performance under this Agreement shall be excused where such delay is caused
by an act of God, terrorist act, fire or other catastrophe, electrical, computer, or mechanical
failure, work stoppage, or any other cause beyond such parties control making it illegal,
impossible, or commercially impractical to perform the terms of this Agreement.
7. Confidential and Proprietary Property. The parties acknowledges that their employees
and agents may be exposed to certain information, materials, and property related to the other
party and its activities that may be considered confidential or proprietary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
8. Amendment. This Agreement constitutes the entire agreement among the parties, and
supersedes all prior writings or oral agreements. This Agreement may be amended only by a
writing clearly setting forth the amendments and signed by the party against whom enforcement
is sought.
9. Miscellaneous. Any party's waiver of, or failure to exercise, any right provided for in
this Agreement shall not be deemed a waiver of any further or future right under this Agreement.
This Agreement is binding on the parties, their successors and assigns, provided that no party
may assign this Agreement without the consent of the other party. The captions of each
paragraph of this Agreement are inserted solely for the reader's convenience, and are not to be
construed as part of the Agreement. All notices and inquiries hereunder shall be forwarded to
the parties at the addresses set forth above.
10. Governing Law. This Agreement shall be governed by the laws of the District of
Columbia.
11. Company Insurance
a. Company shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the Center
Parties as additional insureds and providing coverage for advertising
liability affording a limit of liability in the amount of one million
dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
b. The liability insurance required under Section 11 of this Agreement shall
indemnify the Center Parties against loss from liability imposed by law
or assumed under any contract by Company for damages on account of
Company's liability but shall not be considered as a limit of the
Company's liability hereunder.
c. Company shall cause a certificate of insurance showing that the required
insurance has been issued and is in force to be delivered to Center no
later than ten(10) days after the Effective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
b. The liability insurance required under Section 11 of this Agreement shall
indemnify the Center Parties against loss from liability imposed by law
or assumed under any contract by Company for damages on account of
Company's liability but shall not be considered as a limit of the
ASAE's liability hereunder.
c. Center shall cause a certificate of insurance showing that the required insurance
has been issued and is in force to be delivered to Company no later
than ten (10) days after the Effective Date.
13. Company Warranties
a. The individual signing this Agreement on its behalf has authority to sign upon
Company's behalf;
b. Execution and performance of this Agreement have been properly and duly
authorized by Company; and
c. Company's Marks do not infringe upon the trademarks, trade names, service
marks or other rights of any person or entity.
14. Center Warranties
a. The individual signing this Agreement on its behalf has authority to sign upon
Center's behalf;
b. Execution and performance of this Agreement have been properly and duly
authorized by Center; and
c. Center's Marks do not infringe upon the trademarks, trade names, service marks
or other rights of any person or entity.
IN WITNESS WHEREOF, the parties' respective duly authorized officers have signed
this Agreement, effective as of the day and year first above written.
Center Compan
c
By: By:
b K
i May.of Omaha
CEO
AP7OVED AS TO FORM:
EXHIBIT A0////// __ c3 02 y io
DEPUTY CITY ATTORNEY
See Attached Corporate Partnership Document. ATTEST:
B s r Bro , City Clerk\ h
5
-;:,any
Company shall cause a certificate of insurance showing that the required
insurance has been issued and is in force to be delivered to Center no
later than ten(10) days after the Effective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
4
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V. API
asae&the center. ,
for association leadership
L164fItalr
R T O
CORPORATE PARTNERSHIP — 2010
Independently valuated and audited by IEG
Omaha Convention & Visitors Bureau
The Corporate Partnership was developed to provide Omaha CVB maximum exposure for a company
seeking to align itself with ASAE &The Center for Association Leadership.This bundled package is a
comprehensive opportunity available to a limited number of industry partners to help build and maintain a
relationship with our members and the association community.
This 1 year program bundles the marketing channel assets of ASAE&The Center for Omaha CVB to reach
the association market and is offered at$111,695.
•
_4
•
Overall Exclusive Corporate Partner Benefits
• Use of official "ASAE &The Center Corporate Partner' logo in advertising and promotions
• Right to make a promotional offer to ASAE members
o Offer limited to specified period of time in connection with pre-determined member action. This is a
promotion offered through ASAE channels
• Opportunity to create a fundraising offer to ASAE members
o e.g., $25 donated to The Center for every attended event or for every order over a specified amount
• Right for non-endemic partners to pass through pre-approved benefits to pre-approved business partner
o e.g., Canadian Tourism Commission using air partner Air Canada to fly attendees to ASAE &The Center
education event in Canada receiving pass through recognition on site and in specific related marketing
channels
• Opportunity to conduct one focus group study with members
o invitations facilitated by ASAE &The Center
• Copies of ASAE news releases/research upon distribution to news media
• Inclusion of one question in ASAE member surveys
o when applicable—subject to approval and re-wording by ASAE &The Center
o opportunity to review proprietary research
• Opportunity to pull a customized list in connection with sponsored event/program/component(surveys must be pre-
approved and results shared with ASAE &The Center)
• Access to ASAE &The Center Promotional Event materials for external or internal promotions
o e.g. display booth signage in office lobby, send Springtime brochure with ID to client
• Year-round recognition as a corporate partner
o Website
o Partner Recognition web page
o Signature Event web pages
o Marketing collateral
o Press Releases
o Publications
• Associations Now(12x)
• Daily Now(Springtime &Annual Meeting)
• Journal of Association Leadership (3x)
• Association Buyers'Guide
• Online Buyers'Guide
asae&the center
for association leadership
Corporate Partnership
ective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
•
•
Overall Exclusive Corporate Partner Benefits (cont.)
• Included Inventory
Includes priority booth selection in advance of general booth lottery
o Mailing list usage
o Advertising & Promotional material-$35,000.00
o 4 memberships
*Once inventory is exhausted, a 25%discount will be available if Omaha CVB
chooses to replenish their credits.
• Client Service
o Staff member to assist with activation efforts and benefit fulfillment
o Semi-Annual fulfillment reports
o Quarterly strategic meetings
o Participation in Partnership Summit (connected to Leadership Retreat)
• Event Registrations:
For each event, the Corporate Partnership Package provides a set number of included event registrations. These
registrations can be increased at an additional cost and after approval by ASAE.
• Ten VIP Registrations to the following Fundraising Program:
o Food &Wine Classic
• Four registrations each to the following:
o Signature Programs
• Annual Meeting & Exposition
• Great Ideas Conference
• Associations Advance America & Summit Awards Program
o Springtime DC Invitation Golf Tournament
o Annual Meeting Golf Tournament
• Two registrations to:
o Annual Meeting Leadership Breakfast
o Signature Program VIP Receptions (Annual Meeting, Summit Awards etc...)
o Choice of 4 GW Network Receptions and GW Network Forums (e.g. Women's, Authors)
asae&the center
for association leadership
Corporate Partnership
-round recognition as a corporate partner
o Website
o Partner Recognition web page
o Signature Event web pages
o Marketing collateral
o Press Releases
o Publications
• Associations Now(12x)
• Daily Now(Springtime &Annual Meeting)
• Journal of Association Leadership (3x)
• Association Buyers'Guide
• Online Buyers'Guide
asae&the center
for association leadership
Corporate Partnership
ective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
OF .
%
Signature Events
ASAE &The Center for Association Leadership Corporate Partners have prevalent marketing exposure at each of the
following signature events.
Signature Events include:
• Annual Meeting & Exposition
• Springtime
• Great Ideas Conference
• Future Leaders Conference
• Technology Conference
• Fundraising Special Events
o Food &Wine Classic
o Associations Advance America & Summit Awards Program
General Benefits for Signature Events include:
• Logo on partner recognition signage
• Text or Logo recognition in all related marketing collateral
o event/registration brochures
o flyers, onsite programs
o website
o emails
o Daily Now(when applicable)
• Partner recognition ads in programs
• Opportunity to create a marketing platform at Signature Events
• Opportunity to create/present educational content for sessions at ASAE &The Center Signature Events (subject to
approval by ASAE)
• Opportunity to distribute promotional materials (when applicable, subject to approval by ASAE)
Proprietary Platform Rights:
Corporate Partners have the opportunity to co-create Signature Program-related proprietary platform
o e.g., The Fort Lauderdale CVB's Segways at Signature Meeting, water bottles at Annual Meeting, red dress
collection for The Center Partnership dinner, lunches, welcome receptions, sportst
• Partner receives ID in signage, publications and Web site surrounding sponsored platform as well as verbal recognition
at sponsored platform (when applicable)
1 Right included, but out of pocket paid by sponsor
l asae&the center
for association leadership
Corporate Partnership
o Press Releases
o Publications
• Associations Now(12x)
• Daily Now(Springtime &Annual Meeting)
• Journal of Association Leadership (3x)
• Association Buyers'Guide
• Online Buyers'Guide
asae&the center
for association leadership
Corporate Partnership
ective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
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ASAE & The Center for Association Leadership Corporate Partnership Agreement
Total Omaha Convention & Visitors Bureau Investment *
$111,695
*This proposal allows for a direct savings of more than $200,000 and exclusive marketing opportunities not
available as individual opportunities.
Omaha Convention & Visitors Bureau accepts participation as an official ASAE & The Center
Corporate Partner for the above mentioned activities for the 2010 season at the above
mentioned terms.
iii,/o
Mayor Date
;3: 56.....4
City of Omah
..-- /3/4 V7/0
Karl EI CA����i�
Y, Date
ASAE &The Center for Association Leadership
ATTEST:
APPROVED AS TO RM: .L - a: 4,4
0 ,3'02 Y-/O Buster Brown, ity Clerk /v
TANT CITY ATTORNEY
( asae&the center -
for association leadership j
Corporate Partnership
tles at Annual Meeting, red dress
collection for The Center Partnership dinner, lunches, welcome receptions, sportst
• Partner receives ID in signage, publications and Web site surrounding sponsored platform as well as verbal recognition
at sponsored platform (when applicable)
1 Right included, but out of pocket paid by sponsor
l asae&the center
for association leadership
Corporate Partnership
o Press Releases
o Publications
• Associations Now(12x)
• Daily Now(Springtime &Annual Meeting)
• Journal of Association Leadership (3x)
• Association Buyers'Guide
• Online Buyers'Guide
asae&the center
for association leadership
Corporate Partnership
ective Date.
12. Center Insurance
a. Center shall, at its own expense, procure and maintain during the term of this
Agreement, a policy of general liability insurance naming the
Company Parties as additional insureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
C-25A CITY OF OMAHA
LEGISLATIVE CHAMBER
Omaha,Nebraska
RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA:
WHEREAS, the Omaha Convention & Visitors Bureau (OCVB), desires to
promote Omaha as a convention destination to a targeted national audience;and,
WHEREAS, the ASAE & The Center for Association Leadership -`is a
membership organization of approximately 10,000 associations worldwide and premier provider
of learning and knowledge for the association profession; and,
WHEREAS, the OCVB has been selected by ASAE & The Center for
Association Leadership as a Corporate Partner for the 2010 season; and,
WHEREAS, the OCVB will receive prevalent marketing exposure year-round
through ASAE's website, marketing collateral, publications, press releases, and signature events;
and,
WHEREAS, the tangible benefits of such exposure is valued at $273,522 in
corporate partner benefits; and,
WHEREAS, it is in the best interest of the City of Omaha and its convention sales
efforts to authorize the OCVB to purchase a corporate sponsorship with ASAE & The Center for
Association Leadership and contribute an amount not to exceed $111,695 to purchase such
sponsorship and to enter into the attached Sponsorship Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF OMAHA:
THAT, the Omaha Convention and Visitors Bureau is authorized to expend an
amount not to exceed $111,695 to purchase a corporate sponsorship with ASAE & The Center
for Association Leadership to promote Omaha as a convention destination for a term of April 1,
2010 through April 1, 2011, and the attached Sponsorship Agreement is hereby approved.
FURTHER THAT, the Finance Department is authorized to pay such $111,695
cost from the Fiscal Year 2010, Fund 21109, Organization 115915, Account 42112 in the
amount of$50,000 (OCVB Marketing) and the remainder from Fiscal Year 2010, Fund 21109,
Organization 115914, Account 42112 (Convention Sales).
APPROVED AS TO FORM:
6?///i/(_— 3/)?
DEP CITY ATTORNEY DATE
p:\law-city council documents\2010\50028s1w.doc
By 447
Councilmember
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Approvor
ureds and providing coverage for
advertising liability affording a limit of liability in the amount of one
million dollars ($1,000,000) per occurrence and covering all expenses
including, without limitation, reasonable attorney's fees resulting from
a claim.
4
tary, including but not
limited to membership and other mailing lists, copyrights, logos, trademarks, and trade names.
The party, its agents and employees agree not to use or disclose, or to cause to be used or
disclosed, at any time during or after the effective term of this Agreement, any confidential or
proprietary information, materials, or property of the other party, except as may be specifically
authorized by that party or otherwise required by law. These provisions shall survive the
termination of this Agreement.
3
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