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05-11-2010 Sponsorship Contract Westin Riverfront ResortMEMO To: Honorable Mayor and Town Council �. Thru: Larry Brooks, Town Manager Legal Review: Eric Heil, Town Attorney Approved By: Meryl Jacobs — Director of Recreation and Cultural Services From: Danita Chirichillo — Special Events Supervisor Date: May 5, 2010 Re: Westin Riverfront Resort & Spa Sponsorship Contract Summary Attached for signature is the agreement with the Westin Riverfront Resort & Spa to be the title sponsor for the 2010 Salute to the USA. Financial Implications: Through a series of negotiations staff has agreed to $25,000 for the title sponsorship for 2010 Salute to the USA; this is $10,000 more than paid in 2009. Staff is hoping to secure full price ($30,000) for the title sponsorship in 2011. This is the Westin's third year as the title sponsor since American National Bank elected not to renew in 2008. Town Manager Comments: LETTER OF AGREEMENT Between Town of Avon Title Sponsor P.O. Box 975 The Westin Riverfront Resort & Spa Avon, Colorado 81620 P.O. Drawer 9690 970 748 4032 Avon, CO 81620 This Agreement is entered into by and between Town of Avon (the "TOA "), an incorporated Town of the State of Colorado and The Westin Riverfront Resort & Spa ( "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, 2010. 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, 2010, except the provisions of Paragraph 12 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 hotel /fractional ownerships only be accepted up to the $2000 sponsorship levels. Banners from additional hotel /fractional ownerships 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. 5. 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 "The Westin Riverfront Resort & Spa" as a Sponsor of the Event. Please acknowledge that each page is satisfactory by initialing: TOA Sponsor Page 1 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 "The Westin Riverfront Resort & Spa" 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: C O L O R A D O Sample of the Sponsor's trademark: 6. 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. 7. 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. 8. 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. Please acknowledge that each page is satisfactory by initialing: -c � TOA Sponsor Page 2 9. 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 One Lake Street P.O. Box 975 Avon, Colorado 81620 Phone: 970 748 4035 Fax: 970 748 -4078 Sponsor: The Westin Riverfront Resort & Spa Mrs. Kristen Pryor P.O. Drawer 9690 Avon, CO 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 TOA, 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. Please acknowledge that each page is satisfactory by initialing: TOA Sponsor Page 3 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 WITNPS HEREO the parties hereto have duly executed this Agreement as of the date first writte ab v' . Town of Avon Mayor Ron Wolfe Sponsor Signature 5 /t( //t, Date Date` Title Please acknowledge that each page is satisfactory by initialing: TOA Sponsor Page 4 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. • The "Westin" name will be displayed on the variable message boards along Highway 6 east and west bound in conjunction with event /fireworks announcement. 2. Sponsor Logo Prominent Placement In /On: • All print and web related marketing developed in support of the Event. • On TOA web site home page, Avon Recreation Center home page with web site click through. • 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. • Event VIP and parking passes. • Sponsor may produce sponsor signage to be hung on lightpole banners at Avon roundabouts from June 3 - July 4, 2010 Town of Avon may 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. Please acknowledge that each page is satisfactory by initialing: -_ - TOA Sponsor Page 5 5. VIP Passes /Additional Benefits: • The TOA will provide thirty -five (35) VIP passes to the Sponsor, and 15 VIP parking passes. These passes allow access the pumphouse deck for prime viewing of the fireworks. In addition, we provide a catered meal, beer, and soda /water. The parking for VIP's is in any of the close -in lots which are identified on event day. • Sponsor will receive either two (2) annual passes or five (5) 25 -punch admission cards to the Avon Rec Center. Please acknowledge that each page is satisfactory by initialing: TOA Sponsor Page 6 ATTACHMENT B • SPONSORSHIP FEES & ADVERTISING COMMITMENTS The Westin Riverfront Resort & Spa (Sponsor) agrees to pay the TOA $25,000 dollars ($) by May 10, 2010. • Sponsorship fee entitles the Sponsor to the terms listed in the above agreement. Please acknowledge that each page is satisfactory by initialing: A � TOA Sponsor Page 7