05-30-2016 2016 Salute to the USA Sponsorship Agreement Centura HealthA
Avon Endless
Possibilities
C O L O R A D O
2016 SALUTE TO THE USA SPONSORSHIP AGREEMENT
THIS AGREEMENT ( "Agreement ") is made entered into on May 30, 2o16, by and between (i) the
Town of Avon ( "TOWN "), an incorporated Town of the State of Colorado, with its principal offices at
One Lake Street, Avon, Colorado, 8162o, and (ii) Centura Health Corporation, a Colorado nonprofit
corporation, with offices at 188 Inverness Drive West, Suite Soo, Englewood, Colorado 80112, and
NexCore Group LLC, a Delaware limited liability company, with offices at 1621 18th Street, Suite 250,
Denver, Colorado 80202 (collectively, "SPONSOR ").
RECITALS
Whereas, the TOWN will develop, organize and produce the "Salute to the USA" ( "EVENT ") on July
3, 2o16, within Harry A. Nottingham Park; and,
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; and,
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 31, 2o16, and shall continue in full force
and effect through July 14, 2o16.
2. Sponsorship Payment Date & Exclusive Right to Title Sponsor -
2.1. SPONSOR agrees to pay the TOWN a lump -sum sponsorship payment of twenty thousand
dollars ($2o,000) by not later than June 15, 2o16, 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, 2o16, 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, 2016. The TOWN has accepted a sponsorship from the
Westin Hotel as the "Presenting Sponsor ". The TOWN may solicit and accept other
sponsorships below a contribution level of twenty thousand dollars ($20,000) from
businesses, corporations and /or individuals and agencies. No other medical facilities and
health related institutions will be solicited or accepted as a sponsor of the EVENT.
2.4.The TOWN shall retain the sole right to name contribution levels and determine benefits to
any and all the sponsors.
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2016 Salute to the USA Title Sponsorship Letter of Agreement
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 USA" to be held in Avon, Colorado, on July 3rd, 2o16. 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:
3.1.1. EVENT name will be "Centura Health and NexCore's Salute to America ", in the
presenting position and on the next line, "Presented by the Westin Riverfront Resort
& Spa ".
3.1.2. EVENT name will be included in EVENT press release.
3.1.3• EVENT name will be featured on TOWN website via a graphic button and EVENT
landing page.
3.1.4. EVENT name will be featured on EVENT credentials and parking passes.
3.1.5• All print, web, radio and social media related marketing developed in support of the
EVENT.
3.1.6. TOWN's "Salute to the USA" bridge banner, which will hang from or about June 6,
2o16, through or about July 5, 2016, on the north side of the Railroad Bridge on Avon
Road.
3.1.7. Posters to be distributed prior to EVENT in local and regional businesses.
3.1.8. Up to four (4) Variable Message Boards in conjunction with EVENT announcement
and promotions.
3.2. SPONSOR EVENT On -Site Exposure:
3.2.1. SPONSOR will be thanked during the open narration and close narration of the
fireworks soundtrack, which plays prior to and after the fireworks show.
3.2.2. One 1o' x 1o' SPONSOR display space, with tent to be provided by the SPONSOR.
3.2.3• Placement of up to ten (1o) SPONSOR banners throughout EVENT venue. Three (3)
SPONSOR banners shall be placed at each of the three (3) main entrances to the
EVENT and one (1) SPONSOR banner shall be placed at the VIP area. Signage
production costs are not included in the sponsorship fee.
3.2.3.1• All SPONSOR banners /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.
3.2.3.2• The TOWN assumes no responsibility in case of loss or damage to
signage /banners submitted for use during the EVENT.
3.2.3.3• No third party or handwritten signage is allowed and all signage /banners
must be of professional quality.
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2016 Salute to the USA Title Sponsorship Letter of Agreement
3.2.4• SPONSOR shall ensure that handbills /flyers /posters etc. created for the EVENT by the
SPONSOR are distributed legally and with proper approval.
3.2.5• SPONSOR may produce SPONSOR signage /banners as the title sponsor to be hung on
light pole on Avon Road and Post Boulevard roundabouts from June 6 — July 5, 2o16,
as approved by the TOWN and in alternating form with any TOWN and /or TOWN
sponsored festival banners during the period. The TOWN shall provide up to twelve
(12) light pole banner locations accommodating two (2) banners per location.
3.2.5.1. Signage /banner production costs are not included in the sponsorship fee. The
TOWN shall provide installation and removal of Signage /banners on Avon
Road and Post Blvd.
3.2.6. 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 Punch Cards:
3.3.1• The TOWN will provide thirty (30) VIP credentials to the SPONSOR, and ten (10)
parking credentials. These credentials allow access the VIP area at 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 at the VIP
area. Parking for VIP's shall be in any of the close -in lots which are identified by the
TOWN.
3.3.2• SPONSOR will receive 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, solely 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 "Centura Health" and "NexCore
Group" 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, solely to use the TOWN's 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 "Centura Health" and /or "NexCore Group" 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.
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2016 Salute to the USA Title Sponsorship Letter of Agreement
Sample of the TOWN'S logo:
A
Avo n
C O, p R n D0
Sample of the SPONSOR's trademark:
. &m Centura Hea
and
Q! Nexcore
GROUP
6. Fulfillment/ Force Majeure Events - In the event the EVENT or any scheduled performance or
activity is cancelled by the TOWN or 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, 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 (but not cancelled) for any reason after June 1, 2o16, the sponsorship fee will not be
refunded.
7. 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 reasonably and in good faith 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; provided, however, that any such decision shall not materially and adversely
affect the rights or benefits of SPONSOR under this Agreement.
8. 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:
TOWN:
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2016 Salute to the USA Title Sponsorship Letter of Agreement
Virginia Egger, Town Manger
One Lake Street
P.O. Box 975
Avon, Colorado 81620
Via Email: vegger@avon.org
COPY TO:
Danita Dempsey, Director of Festivals & Special Events
Phone: 970- 748 -4032
Via Email: ddempsey@avon.org
SPONSOR:
Centura Health Corporation
188 Inverness Drive West, Suite 500
Englewood, Colorado 80112
Attention: Director of Real Estate
COPY TO:
Centura Health Corporation
188 Inverness Drive West, Suite 500
Englewood, Colorado 80112
Attention: Office of General Counsel
:►p
NexCore Group LLC
162118 th Street, Suite 250
Denver, Colorado 80202
Attention: Todd Varney
Via Email: todd.varney@nexcoregroup.com
COPY TO:
NexCore Group LLC
162118 1h Street, Suite 250
Denver, Colorado 80202
Attention: Greg Hundley
Via Email: greg.hundley@nexcoregroup.com
9. 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
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2016 Salute to the USA Title Sponsorship Letter of Agreement
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.
lo. 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 lo, Part 1 of the Colorado Revised Statutes.
11. 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.
12. 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.
[SIGNATURES TO FOLLOW]
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2016 Salute to the USA Title Sponsorship Letter of Agreement
In WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
written above.
TOWN:
e 5 .
Town of Avon Date
Virginia Egger, Town Manager
SPONSOR:
Centu7;H3eoth C orat ion , By: Nam i't - j,CT/1 Q Date
Title:
� �il1/Yl L
NexCore Group LLC
To Varney Date
Managing Principal
Signature page to 2016 Salute to the USA Sponsorship Agreement between (!) the Town of Avon and (Y) Centura
Health Corporation and NexCore Group LLC
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2016 Salute to the USA Sponsorship Agreement