Insurance

Sponsor shall, at its own expense, obtain and keep in force at all times during the term of the Agreement the following insurance coverage in favor of Sponsor and C.A.P.; Bexar County, Texas (“County”); Community Arenas Board (“CAB”); Community Arena Management (“CAM”); and San Antonio Spurs, LLC (“Spurs”): 
 
Sponsor’s insurance shall provide limits of general liability of no less than $1,000,000 Each Occurrence and $2,000,000 General Aggregate/Products and Completed Operations Aggregate. Sponsor also shall have umbrella or excess liability coverage of no less than $1,000,000 Each Occurrence and $1,000,000 General Aggregate. 
 
Automobile Liability limits shall be no less than $500,000 Combined Single Limit for Bodily Injury and Property Damage. 
 
Workers’ Compensation coverage must be at least minimum statutory limits affording coverage under the Workers’ Compensation laws of Texas, with Employer’s Liability Insurance having limits of $1,000,000 Each Accident, $1,000,000 Disease - Each Employee, $1,000,000 Disease-Policy Limit with a waiver of Subrogation endorsement in favor of C.A.P.
 
Evidence of such insurance shall be set forth on a standard ACORD, Form25 (2014-01) and Sponsor shall add C.A.P., County. CAB, CAM, and Spurs as Additional Insureds (without condition or cost to C.A.P., County, CAB, CAM, or Spurs) under Sponsor’s Commercial General Liability (including Products and Completed Operations coverages), Umbrella Liability and Commercial Automobile Liability policies. 
 
The Certificate of Insurance shall contain a 30 day Notice of Cancellation provision requiring notice to C.A.P. Sponsor shall email a copy of the Certificate of Insurance to 
sponsors@carfestsa.org
 
The Additional Insured endorsements for the required insurance policies and coverages 
shall be in the form of CG 20 37 07 04 or equivalent wording for the Commercial General Liability policy, and form TE 99 01B (03-09) or equivalent wording for the Automobile Liability. Waiver of Subrogation endorsement for Workers’ Compensation/Employers’ Liability coverage shall be in the form of WC 420304B or equivalent wording. 
 
If Sponsor uses Temporary or Leased Employees, Sponsor shall obtain an “Alternate 
Employers Endorsement” to its Vendor’s Workers’ Compensation and Employer’s Liability Policy, in addition to the Waiver of Subrogation in favor of C.A.P.
 
Certificates of Insurance must have Additional Insured endorsements and Waiver of Subrogation attached or they will not be accepted. 
 
The above information and insurance requirements, including but not limited to, named Additional Insureds and Limits of Liability, are subject to change at the sole discretion of C.A.P.
 
Non-Cash Consideration
 
1. Use of Sponsor Logos.   Except for the use of Sponsor’s logos or other identifying materials as contemplated by this Agreement, (i) the use of any Sponsor logos, or other Sponsor identifying materials, shall at all times be under exclusive control of Sponsor, and (ii) C.A.P. shall obtain Sponsor’s approval prior to using any of Sponsor's logos or identifying materials in any many not contemplated by this Agreement. 
 
2. Use of C.A.P.’s Intellectual Property.   Sponsor shall not in any way use or make reference to any logos or other identifying materials, or any intellectual property of C.A.P., including, without limitation, the mark “ CarFest SA,” at any time, whether in connection with this Agreement or otherwise, without the prior written consent of C.A.P. To the extent C.A.P. has authorized the use of its logos or other intellectual property by Sponsor, Sponsor’s use of such logos or other intellectual property shall (i) at all times be under exclusive control of C.A.P., and (ii) Sponsor shall only use such logos or other intellectual property in the manner and to the extent authorized by C.A.P. 
 
3. Pass-through Rights.   Sponsor has no authorization to allow any other brands/products associated with their organization/brand to receive any assets of this agreement. 

 
4. INDEMNIFICATION AND RELEASE.   SPONSOR HEREBY INDEMNIFIES, RELEASES AND HOLDS HARMLESS, AND AGREES TO DEFEND, C.A.P., COUNTY, CAB, CAM AND SPURS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, OWNERS PARTNERS AGENTS AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM AND AGAINST ANY DEMANDS. CAUSES OF ACTION, PROCEEDINGS, FINES, PENALTIES, LOSSES, LIABILITIES, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OR CLAIMS FOR INJURIES TO PERSONS, INCLUDING DEATH OR DAMAGE TO PROPERTY (COLLECTIVELY, “LIABILITIES”) TO WHICH THE RELEASED PARTIES, OR ANY OF THEM, MAY BECOME SUBJECT, WHICH ARISE FROM OR IN CONNECTION WITH, OR IN ANY WAY RELATE TO (1) ANY BREACH BY SPONSOR OF ANY OF THE TERMS OF THIS AGREEMENT; (II) ANY ACT OR OMISSION BY SPONSOR OR ANY OF ITS AGENTS, EMPLOYEES, INDEPENDENT CONTRACTORS, INVITEES, OR GUESTS, INCLUDING ANY NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT; OR (III) SPONSOR’S PARTICIPATION IN, INVOLVEMENT WITH OR ATTENDANCE AT ANY C.A.P. EVENT, INCLUDING, ALL SUCH LIABILITIES RESULTING FROM THE NEGLIGENCE OF OR ANY OF THE OTHER RELEASED PARTIES. SPONSOR HEREBY ACKNOWLEDGES AND AGREES THAT THE FOREGOING INDEMNITY AND RELEASE PROVISIONS INCLUDE INDEMNIFICATION AND RELEASE BY SPONSOR FROM AND AGAINST THE RELEASED PARTIES’ OWN NEGLIGENCE.
 
The foregoing indemnification and release provisions are intended to have the broadest 
possible legal effect and to release and indemnify the Released Parties against all Liabilities of every sort known or unknown, foreseeable or unforeseeable, future or contingent. 
 
Sponsor COVENANTS NOT TO SUE any of the Released Parties for or based on any 
claim or other matter that is released in the Agreement, and agrees not to bring, prosecute, or participate in the prosecution of any suit or action based on or for any such claims or other matter. 
 
5. Force Majeure.   The obligations of the parties hereto shall be excused during such time and to the extent that performance of the parties respective obligations (i) are made impossible by any occurrence or act beyond the parties' control, including, without limitation, any action of the elements, riots, fire, war, acts of God, or any ruling, ordinance, law, regulation or pronouncement of any federal, state, or local government body having jurisdiction over a party hereto, and (ii) such impossibility is not due, or in any way caused by the fault or negligence of the party seeking to be excused from its obligations hereunder. 
 
6. Conformance with Applicable Laws.    In performing its obligations hereunder, Sponsor at all times shall conform in all material respects to all relevant federal, state and municipal laws, ordinances and regulations applicable to Sponsor or its conduct hereunder. 
 
7. Assignment.   This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their successors and permitted assigns, Neither party may assign this Agreement or any of its respective obligations hereunder without the prior written consent of the other party hereto. 
 
8. Entire Agreement.   This Agreement contains the entire agreement and understanding among the parties with respect to the subject matter hereof, and no representations, promises, or understandings, written or orals, not herein contained shall be of any force or effect. This agreement shall not be amended except by the written agreement of C.A.P. and Sponsor. No waiver of any provision of this Agreement shall at any time be deemed a waiver of any other provision hereof, or of the same provision at any other time. 

9.    Any notice required or permitted to be provided hereunder shall be in writing and shall be deemed to have been given if personally delivered or if sent by first class mail or by a nationally-recognized overnight courier with charged prepaid to the party at its respective address as set forth below: