06-01-2015 FirstBank of Avon "Salute to the U.S.A." July 3, 2015Avon P
Endless
Possibilities E
LETTER OF AGREEMENT
This Letter of Agreement ( "Agreement ") is entered into by and between the Town of Avon
( "TOWN "), an incorporated Town of the State of Colorado, with its principal offices at One
Lake Street, Avon, Colorado, 81620, and FirstBank, an Avon business with offices at 0011
West Beaver Creek Boulevard, Avon, Colorado, 81620 ( "SPONSOR ").
WITNESS:
Whereas, TOWN will organize and produce the July 3rd, 2015, "Salute to the U.S.A."
( "Event ") within Nottingham Park;
Whereas, SPONSOR is interested in providing financial support for the Event in exchange
for certain promotional rights to be provided by TOWN for SPONSOR's financial support;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Term
The term of this Agreement shall begin on May 26, 2015, and shall continue in full force and
effect through July 14, 2015.
2. Sponsorship Payment Date & Exclusive Right to Title Sponsor
2.1 SPONSOR agrees to pay the TOWN a lump -sum sponsorship payment of
$15,000 by not later than June 15, 2015, in exchange for the sponsorship and
benefits promised herein, including but not limited to the having the exclusive
recognition as being the Event's "Title Sponsor ".
2.2 Should the SPONSOR fail to make full payment by June 15, 2015, this
Agreement shall immediately be deemed null and void and the TOWN shall be
able to solicit another "Title Sponsor" for the Event.
2.3 SPONSOR shall have the exclusive right as the Event's "Title Sponsor ", which is
the Event's highest level of sponsorship support. No other `Title Sponsor" shall
be solicited for the `Salute to the USA" on July 3rd, 2015. The TOWN may
solicit and accept other sponsorships below a contribution level of $15,000 from
businesses, corporations and /or individuals and agencies, including financial
and banking institutions. The TOWN, however, agrees to limit other financial
and banking sponsors for the Event to $2,500.00 or less.
2.4 The TOWN shall retain the sole right to name contribution levels and determine
benefits to the sponsor.
Page 1 of 6
"1
Please acknowledge that each page is satisfactory by initialing: TOA SPONSOR -C)
3. TOWN Acknowledgement and Benefits Provided to SPONSOR
TOWN grants exclusive rights to and will provide SPONSOR with the following Event - related
acknowledgements and benefits as outlined herein:
3.1 Promotions and Marketing Materials: SPONSOR will be recognized by the
TOWN as the `Title Sponsor" of "Salute to the U.S.A." to be held in Avon,
Colorado, on July 3`d, 2015. The name of the Event will appear as follows in all
promotions and marketing materials, including but not limited to print
materials, advertising, radio ads, web submissions and signage. In addition,
SPONSOR'S business logo may be placed, at SPONSOR'S request, at a "first
tier" level on these same materials:
• Event name will be "FirstBank's Salute to the USA ".
• Event name will be included in Event press release.
• Event name will be featured on TOWN website via a graphic button and event
landing page.
• Event name will be featured on event credentials and parking passes.
• All print, web, television, radio and social media related marketing developed
in support of the Event.
• TOWN's "Salute to the USA" bridge banner, which will hang from or about
June 2, 2015, through or about July 6, 2015, on the north side of the Railroad
Bridge.
• Posters to be distributed prior to Event in local and regional businesses.
• Up to four (4) Variable Message Boards in conjunction with Event /fireworks
announcement.
3.2 SPONSOR Event On -Site Exposure:
• SPONSOR will be thanked during the open narration and close narration of the
fireworks soundtrack which plays prior to and after the fireworks show.
• One 10' x 10' SPONSOR display space, with tent to be provided by the
SPONSOR.
• Placement of up to ten (10) SPONSOR banners throughout Event venue site.
SPONSOR and TOWN will mutually agree upon a venue signage plan,
including prominent entrance and stage SPONSOR signage placement.
Signage production costs are not included in the sponsorship fee.
• All SPONSOR signage at the Event must represent SPONSOR as the title
sponsor, and be approved by the TOWN in advance of the Event, which
approval will not be unreasonably withheld.
• The TOWN assumes no responsibility in case of loss or damage to signage
submitted for use during the Event.
• No third party or handwritten signage is allowed and all signage must be
of professional quality.
• SPONSOR must make best efforts to ensure that handbills /flyers /posters
etc. created for the Event are distributed legally and with proper approval.
Page 2 of 6 /
Please acknowledge that each page is satisfactory by initialing: T00'ef SPONSOR l 1
• SPONSOR may produce SPONSOR signage as the title sponsor to be hung on
light pole banners on Avon Road roundabouts from June 2 - July 6, 2015, as
approved by the TOWN and in alternating form with any TOWN banners
during the period.
• Signage production costs are not included in the sponsorship fee.
• SPONSOR may develop, produce, and implement promotions related to the
Event with prior TOWN approval. The TOWN shall have the right to review and
authorize any promotions or advertisement utilizing the Event name, likeness,
or logo during the conceptual stage, and then again prior to final production,
and shall make such determination within five (5) business days of receiving
the promotions or advertisement request. Such authorization shall not be
unreasonably withheld.
3.3 VIP Credentials, Parking Permits and Recreation Center Passes /Punch Cards:
• The TOWN will provide twenty (20) VIP credentials to the SPONSOR, and ten
(10) parking credentials. These credentials allow access the Avon
Performance Pavilion at Nottingham Park for prime viewing of the fireworks.
In addition, TOWN shall provide a catered meal, beer, wine and soda /water
on the VIP area. Parking for VIP's shall be in any of the close -in lots which
are identified by the TOWN.
• SPONSOR will receive either two (2) annual passes valid from June 15, 2015,
through March 1, 2016, with individuals receiving the passes identified; or,
five (5) 25 -punch admission cards to the Avon Recreation Center.
4. Reference to Sponsorship in Advertising
Subject to the TOWN's rights of approval as described in this Agreement, during the term of
this Agreement, SPONSOR may identify itself as a SPONSOR of Event and may use the
name of the Event or location in its advertising.
5. Use of Trademarks
SPONSOR grants the TOWN the right and non - exclusive license, worldwide and royalty free,
during the term of this Agreement, to use the SPONSOR's trademarks, including logo, to
advertise, publicly represent and otherwise promote the fact that it is a SPONSOR of the
Event. This license specifically authorizes the TOWN to refer to °FirstBank" as a SPONSOR
of the Event.
The TOWN grants SPONSOR the right and non - exclusive license, worldwide and royalty free,
during the term of this Agreement, to use the TOWN's trademarks, including logo, to
advertise, publicly represent and otherwise promote the fact that it is a SPONSOR of the
Event. This license specifically authorizes SPONSOR and /or °FirstBank" to refer to itself as a
SPONSOR of the Event.
Before either party may use the trademark licenses referred to in this Agreement, it shall
first submit the concept or a sample of the proposed use to the other party, for approval,
which approval shall not be unreasonably withheld.
Sample of the TOWN's trademark:
Page 3 of 6 _
Please acknowledge that each page is satisfactory by initialing: TO SOR
neon
C O L O R A D O
Sample of the SPONSOR's trademark:
7. Fulfillment/ Force Majeure Events
In the event any scheduled performance or activity is subject to cancellation by illness,
accidents, failure of means of transportation, lack of Event funding, act of God, riots,
strikes, labor difficulties, act or order of any public authority, or any cause similar, to the
foregoing which is beyond control of the parties, prior to June 1, 2014, both shall be relieved
of their respective obligations for the performance or activity so prevented, and SPONSOR
shall be entitled to an immediate refund of the sponsorship fee. Should the Event be
postponed for any reason after June 1, 2014, the sponsorship fee will not be refunded.
8. Discretionary Matters
It is agreed that the TOWN enters into this Agreement as the producer of the Event, and it
has sole and exclusive control over the production and presentation of scheduled Event
performances or activities, including but not limited to, details, means and methods of
performances and activities presented, and persons employed by the TOWN.
SPONSOR has no right to control or direct the result of or the details, methods, manner or
means by which the TOWN manages or operates its business or performs the services
related to transportation, facilities, equipment and supplies needed to fulfill this Agreement.
The TOWN reserves the right to terminate this Agreement with SPONSOR when SPONSOR's
actions are determined to be materially detrimental to the good image of the Event. Any
decision affecting any matter not expressly provided herein or attached hereto shall rest
solely with the TOWN.
Page 4 of 6
Please acknowledge that each page is satisfactory by initialing: TOA SPONSOR ` ` -�
9. Notices
All notices, payments and statements provided for herein shall be in writing and shall be
deemed given if sent by regular U.S. Postal Service mail, by express delivery service
(receipt requested), or by verifiable email, addressed to the parties at their respective
address set forth below, or at such other addresses as either party may from time to time
specify to the other in writing:
The TOWN: Town of Avon
Director of Festivals & Special Events
One Lake Street
P.O. Box 975
Avon, Colorado 81620
Phone: 970 748 4032
Fax: 970 748 -4078
SPONSOR: Ms. Adina Dean
FirstBank
0011 West Beaver Creek Boulevard
PO Box 5270
Avon, Colorado 81620
10. Governing Law, Venue, and Enforcement
This Agreement shall be governed by and interpreted according to the law of the State of
Colorado. Venue for any action arising under this Agreement shall be in the appropriate
court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite
the resolution of disputes under this Agreement, the parties hereby waive any and all right
either may have to request a jury trial in any civil action relating primarily to the
enforcement of this Agreement. The Parties agree that the rule that ambiguities in a
contract are to be construed against the drafting party shall not apply to the interpretation
of this Agreement. If there is any conflict between the language of this Agreement and any
exhibit or attachment, the language of this Agreement shall govern.
11. No Waiver of Governmental Immunity
Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any
governmental immunity that may be available by law to TOWN, its officials, employees,
contractors, or agents, or any other person acting on behalf of the Town of Avon and, in
particular, governmental immunity afforded or available pursuant to the Colorado
Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
12. No Third Party Beneficiaries
Nothing contained in this Agreement is intended to or shall create a contractual relationship
with, cause of action in favor of, or claim for relief for, any third party, including any agent,
sub - consultant or sub - contractor of SPONSOR. Absolutely no third party beneficiaries are
intended by this Agreement. Any third -party receiving a benefit from this Agreement is an
incidental and unintended beneficiary only.
Page 5 of 6
Please acknowledge that each page is satisfactory by initialing: TOA SPONSOR aO
13. Damages
The parties agree that the Town of Avon shall not be liable for incidental, indirect or
consequential damages and that any liability of the Town of Avon for monetary damages
shall be limited to the amount of sponsorship funds received by the Town of Avon.
In WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first written above.
Town of Avon
Virginia Egger, Town an er
( QJ'� , �- Z- k(- 1- 1- "
FirstBank
( (..�;. (wit c �.
Title
Date
Date
Page 6 of 6
Please acknowledge that each page is satisfactory by initialing: TOA SPONSOR l l � ,