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02-27-2006 AMERICAN NATIONAL BANK TITLE SPONSORSHIP FOR SALUTE JULY 4THLETTER OF AGREEMENT Between Town of Avon P.O. Box 975 Avon, Colorado 81620 970 748 4032 Title Sponsor American National Bank 3033 East First Ave Suite 300 Denver CO, 80206 Fax 303-321-4444 Attn: Counsel This Agreement is entered into by and between Town of Avon (the "TOA"), a incorporated Town of the State of Colorado and American National Bank ("Sponsor"). WITNESSETH: Whereas, the TOA has the exclusive right to organize and conduct the "Salute to the U.S.A." ("the Event") within Nottingham Park and has scheduled activities as part of its summer programs on July 3, 2006 and Whereas, Sponsor is interested in providing financial support for the Event in exchange for certain promotional rights to be provided by the TOA for Sponsor's interests; NOW, THEREFORE, in consideration of the mutual promises herein contained, the adequacy and sufficiency of which is herby acknowledged, the parties hereby agree as follows: 1. Term This term of this Agreement begins on the date the Agreement is signed by both parties and shall continue in full force and effect through July 3, 2006, except the provisions of Paragraphs 11 and 14 hereof, which provisions shall be effective as provided in that paragraph. 2. Nature of Services The services are described in this Agreement and the related Attachments. The TOA hereby grants Sponsor the exclusive rights to the Sponsorship acknowledgments and benefits as outlined herein and in Attachment A. Sponsor shall have exclusive rights for this category level and additional financial institutions will only be accepted up to the $2000 sponsorship levels. Banners from additional financial institutions will be limited to two per company and will not be hung at the entrance/exit area of the event and will not be hung on the stage. 3. Compensation and Commitments Sponsor agrees to pay the TOA by the date specified in Attachment B and the amount outlined in Attachment B in exchange for the Sponsorship and benefits promised herein and in related Attachments. Should the Sponsorship Fee not be paid in full by the date specified in Attachment B, the TOA has the right to ban all Sponsor's activities and signage from setting up on Event grounds. Sponsor agrees to fulfill its pre- event and on-site obligations and commitments as outlined herein and in related Attachments. 4. Reference to Sponsorship in Advertising Subject to the TOA'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. 6. Use of Trademarks Sponsor grants the TOA the right and non-exclusive license, worldwide and royalty free, during the term of this Agreement, to use the Sponsor's trademarks to advertise, publicly represent and otherwise promote the fact that it is a Sponsor of the Event. This license specifically authorizes the TOA to refer to "American National Bank" as a Sponsor of the Event. The TOA grants Sponsor the right and non-exclusive license, worldwide and royalty free, during the term of this Agreement, to use the TOA's trademarks to advertise, publicly represent and otherwise promote the fact that it is a Sponsor of The Event. This license specifically authorizes Sponsor and/or "American National Bank" 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 TOA's trademark: 0 N C O L O R A D O Sample of the Sponsors's trademark: -i& AmericanNationalBank 7. Signage and Banners All Sponsor signage at the Event must represent Sponsor, and be approved by the TOA in advance of the Event, which approval will not be unreasonably withheld. The TOA 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. Signage of designated media Sponsors is allowed, subject to approval by the TOA and Sponsor. Sponsor must make best efforts to ensure that handbills/flyers/posters etc. created for the Event are distributed legally and with proper approval. 8. Fulfillment/ Force Majeure Events In the event that 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, 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. In the event that the event is postponed for one day due to rain, the Sponsorship fee will not be refunded. 9. Discretionary Matters It is agreed that the TOA 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 TOA. Sponsor has no right to control or direct the result of or the details, methods, manner or means by which the TOA manages or operates its business or performs the services related to transportation, facilities, equipment and supplies needed to fulfill this Agreement. The TOA 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 TOA. 10. Notices All notices, payments and statements provided for herein shall be in writing and shall be deemed given if sent by Registered or Certified Mail, postage prepaid, by express delivery service (receipt requested), or by verifiable facsimile transmission, 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 TOA: Town of Avon Town Clerk P.O. Box 975 Avon, Colorado 81620 970 748 4032 Sponsor: American National Bank 3033 East First Ave Suite 300 Denver CO, 80206 Fax 303-321-4444 Attn: Counsel 11. Indemnify TOA will indemnify Sponsor and hold Sponsor harmless against any loss, claim, damage, liability or expense that Sponsor may suffer or that may be asserted against Sponsor in connection with any injury, death or property damage resulting from the Event, subject to the limitations of the Colorado Governmental Immunity Act. 12. Law This Agreement shall be construed, governed and interpreted pursuant to the laws of the State of Colorado applicable to agreements only to be performed therein. 13Venue Venue for any legal proceeding arising from this agreement shall be proper in any court of competent jurisdiction located in the County of Eagle, State of Colorado. 14Future Years As a sponsor for the current year 2006, Sponsor is entitled to "first right of refusal" of Title Sponsor category (Attachment A) for the following year (2007) at the cost set for that category for that year. Such first right of refusal shall be exercised only in writing and only on or before December 29, 2006. In WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. J cza " ^ Town of Avon Ron Wolfe 3/1y (bb Date ate Aes-,dLze. / e-66 Title ATTACHMENT A SPONSOR ACKNOWLEDGEMENTS & BENEFITS Definition of Sponsorship: Sponsor shall be the Title Sponsor of Salute to the U.S.A. to be held in Avon, Colorado. The TOA will provide Sponsor with the following event-related acknowledgements and benefits: 1. Sponsor Will be Recognized as the Title Sponsor: • The name of the event will appear as follows in all promotions, (including print materials, advertising, radio ads, web submissions and signage): "Title Sponsor's" Salute to the USA in Avon, CO. • Event name will be included in event press release. • Event name will be featured on TOA website. • Event name will be marketed and included in Beaver Creek summer marketing campaign (including front range outreach). 2. Sponsor Logo Prominent Placement In/On: • All print and web related marketing developed in support of the Event. • Bridge Banner to hang on Railroad Bridge in Avon for one month prior to Salute. • Posters to be distributed prior to event in local and regional businesses. • Sponsor may produce sponsor signage to be hung on lightpole banners at Avon roundabouts from June 3 -July 4, 2006. Town of Avon will produce Independence Day themed banners to alternate with sponsor light pole banners. 3. Sponsor On-Site Exposure: • Sponsor will be thanked during stage announcements made prior to artists performing on the stage, during set breaks, and prior to fireworks show. • Placement of 20 Sponsor banners throughout event site. Sponsor and TOA will mutually agree upon a venue signage plan, including prominent entrance and stage sponsor signage placement. Signage costs are not included in the Sponsorship fee. 4. Sponsor Promotions: • Sponsor has the opportunity to develop, produce, and implement promotions related to the Event with prior approval by The TOA. The TOA must have the opportunity 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. Such authorization shall not be unreasonably withheld. • Sponsor has the opportunity to develop Product placement/display on site in Nottingham Park during the event and possibly in Avon Rec Center lobby prior to event. The TOA. The TOA must have the opportunity to review and authorize any promotions during the conceptual stage, and then again prior to final production. Such authorization shall not be unreasonably withheld. 5. VIP Passes/Additional Benefits: • The TOA will provide 20 VIP passes to the Sponsor, and 10 parking passes. • Sponsor will receive either two annual passes or five 25-punch admission cards to the Avon Rec Center. ATTACHMENT B • SPONSORSHIP FEES & ADVERTISING COMMITMENTS • American National Bank (Sponsor) agrees to pay the TOA 30,000 dollars by May 10, 2006. • Sponsorship fee entitles the Sponsor to the terms listed in the above agreement.