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02-01-2018 2018 Salute to the USA Sponsorship AgreementAIM 2018 SALUTE TO THE USA SPONSORSHIP AGREEMENT THIS AGREEMENT ("Agreement") is made, by and between the Town of Avon ("AVON"), an incorporated town of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 81620, and Alpine Bank, with its offices at 10 West Beaver Creek Boulevard, Avon, Colorado, 81620 ("ALPINE BANK"). RECITALS Whereas, AVON will develop, organize and produce Salute to the USA ("EVENT") on July 3, 2018, at Harry A. Nottingham Park and the Avon Pavilion; and, Whereas, ALPINE, as the Title Sponsor ("SPONSOR") has agreed to provide financial support through the purchase and distribution of recycled/reusable bags, in exchange for certain promotional rights from AVON. 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 February 1, 2o18, and shall continue in full force and effect through July 14, 2o18. 2. Title Sponsor 2.1. ALPINE BANK shall have the exclusive right as the EVENT's Title Sponsor, which is the EVENT's highest level of sponsorship support. 2.2. For the right as Title Sponsor, ALPINE BANK agrees to purchase and provide to AVON recycled/reusable bags, by not later than April 1, 2o18. The committed purchase amount by ALPINE BANK for bags shall not be less than $15,000.00. Attachment 1 details the number, type, delivery and distribution of bags to AVON, as part of this Agreement. 2.3. AVON may solicit and accept other sponsorships below a contribution level of fifteen thousand dollars ($15,000) from businesses, corporations and/or individuals and agencies. No other bank will be solicited or accepted as a sponsor of the EVENT. 2.4. AVON shall retain the sole right to name contribution levels and determine benefits to all the sponsors. 3. Benefits Provided -AVON grants exclusive sponsorship benefits to the ALPINE BANK, as listed in Attachment 2, Title Sponsorship Benefits, Salute to the USA —July 3"; 2018. 4. Reference to Sponsorship in Advertising - Subject to AVON's rights of approval as described in this Agreement, during the term of this Agreement, ALPINE BANK may identify itself as a SPONSOR of EVENT and may use the name of the EVENT or location in its advertising. Page 1 of 6 2018 Salute to the USA Title Sponsorship Agreement 5. Use of Trademarks — ALPINE BANK grants AVON 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 AVON to refer to the July 3'd EVENT as ALPINE BANK'S SALUTE TO THE USA. AVON grants ALPINE BANK the right and non-exclusive license, worldwide and royalty free, during the term of this Agreement, solely to use AVON's logo, to advertise, publicly represent and otherwise promote the fact that it is a sponsor of the EVENT. This license specifically authorizes ALPINE BANK to refer to itself as Title Sponsor or sponsor of the EVENT. 6. Fulfillment/ Force Majeure Events - Should the EVENT be postponed or cancelled for any reason, the recycled/renewable bags described in Attachment 1 shall be provided to AVON. 7. Discretionary Matters - It is agreed that AVON 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 AVON. ALPINE BANK has no right to control or direct the result of or the details, methods, manner or means by which AVON manages or operates its business or performs the services related to transportation, facilities, equipment and supplies needed to fulfill this Agreement. AVON reserves the right to terminate this Agreement with ALPINE BANK when ALPINE BANK'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 AVON; 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: AVON: Virginia Egger, AVON Manager One Lake Street P.O. Box 975 Avon, Colorado 81620 Via Email: vegger@avon.org Copy to: Louise Duncan, Interim Special Events Manager Phone: 970-748-4032 Via Email: cwillis@avon.org Page 2 of 6 2018 Salute to the USA Title Sponsorship Agreement ALPINE BARK: Brian Nestor, Executive Vice -President io West Beaver Creek Boulevard P.O. Box 7330 Avon, Colorado, 81620 Via Email: BrianNestor@alpinebank.com g. 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. 10. 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 AVON, its officials, employees, contractors, or agents, or any other person acting on behalf of AVON of Avon and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article lo, Part i 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 AVON shall not be liable for incidental, indirect or consequential damages and that any liability of AVON for monetary damages shall be limited to the amount of sponsorship value received by the Town of Avon. PAGE AREA LEFT INTENTIONALLY BLANK Page 3 of 6 2018 Salute to the USA Title Sponsorship Agreement 13. Signatures In WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above. AVON: n AVON of AvoDate Virginia Egger, Town Manager SY—Ohs-OJ : ALPINE BANK By: (y/ [Name, Title] up Page 4 of 6 Date 2018 Salute to the USA Title Sponsorship Agreement ATTACHMENT 1 RECYLED/RENEWABLE BAGS 1. ALPINE BANK shall produce recycled/renewable bags for free distribution in Avon. 2. ALPINE BANK shall spend no less than $15,000.00 for the production of the bags and provide no less than 8,000 bags for AVON. 3• 50% of the bags purchased shall be provided to AVON by not later than April 1, 2o18. AVON may distribute the bags in any manner it desires to residents or guests of the town. 4. ALPINE BANK shall distribute 50% of the bags purchased without charge to residents and guests of the town. 5. AVON may assist ALPINE BANK with the storage of the bags prior to distribution. 6. All bags shall be distributed by AVON and ALPINE BANK by not later than July 15, 2o18. 7. The bag design and make shall be as follows: 02.15.18 Specialty Incentives 27546 Pre .. Pssse .-r,;ty mar aa;r.ro„r.,can wcn � +>as � nXrirX Dox,.. irey,rtar srte aro arts as Huc poor wx9 carve as your hr:af approval we usumetp xabxN sore Xric proofii apF YOUR ORDER7S ON FOLD pendng epprwel. If you emal8ax apprwal by 4:00 Pm CST today, your order wd sIW at 5 business days. Item No: ECO121813 • Market Design YOUR ARTWORK SIZE: 6,5x8 Max. Inpinl Mee: gW x 8H Bag Cola: White YTylrirtl Color(s): PMS 355 (a2b-30) # of Inprint Sires: 2 Proof Shown is: 30% of Actual Size DOTTED areae Mevmp—ak me PW a— a ea rdpm[ L. i 1 APPROVE THIS PROOF i l �(nr10aY. bpkl n..r�r.re..4 WIC iAv,1 2 fa ; �w2144C Vit. ' W MARS > REllUCE REUSEittIllico RECYCLE 0 PA RY EIAWED OR FA EDAPPROIAL OF MS PROOF M AUTHaa2nTIONFORALLAMWE a1STM1ORala ATO C1NNCf5 AND MY NOT M m51 PAvse,..sairy your ship madders. D WS Fe bill— Riper r�rmnhrr an ircw+ed addxe—even Xan crt)n is chipping Jrtl Party These [harye�s wdl bepaseed an m you Page 5 of 6 2018 Salute to the USA Title Sponsorship Agreement ATTACHMENT 2 2o18 TITLE SPONSORSHIP BENEFITS SALUTE TO THE USA - JULY 300 TITLE SPONSORSHIP: $15,000.00 PRE -EVENT BENEFITS: 1. ALPINE BANK 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, 2018 2. EVENT name will be "Alpine Bank's Salute to the USA" in the title position. 3. EVENT name will be included in: 3.1 All town press releases. 3.2 On the Town website via a graphic button and EVENT landing page. 3.3 On all Town credentials and parking passes. 3.4 All print, including but limited to posters, plus web, radio and social media related marketing developed in support of the EVENT. 3.5 Town's "Alpine Bank's Salute to the USA" bridge banner, which will hang from or about June 6, 2o18, through or about July 5, 2ot8, on the north side of the Railroad Bridge on Avon Road. AVON will pay for this banner; design and message shall be approved by ALPINE BANK. 3.6 ALPINE BANK may produce signage/banners as the Title Sponsor to be hung on light pole on Avon Road and Post Boulevard roundabouts from about June 6 — July 5, 2018, 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 ten (1o) light pole banner locations accommodating two (2) banners per location. Signage/banner production costs are not included in the sponsorship fee and_must be appr-oved by_the lQwn of fton. 3.7 Four (4) Variable Message Boards in conjunction with EVENT announcement and promotion. EVENT DAY BENEFITS: 1. ALPINE BANK will be thanked during the open narration and close narration of the fireworks. 2. One 1o' x 1o' ALPINE BANK display space, with tent to be provided by ALPINE BANK. 3. Placement of up to four (4) ALPINE BANK banners throughout EVENT venue. Three (3) ALPINE BANK banners may be placed at each of the three (3) main entrances to the EVENT and one (1) ALPINE BANK banner may be placed at the VIP area. Signage production/banner costs are the responsibility of ALPINE BANK. 4. VIP Credentials, Parking Permits and Catered Meal 4.1 Twenty (20) VIP credentials. 4.2 Ten (1o) parking credentials. Parking for VIP's shall be in any of the close -in lots which are identified by the Town. 4.3 A catered meal, beer, wine and soda/water at the VIP area for all twenty (20) VIP admissions. Page 6 of 6 2018 Salute to the USA Title Sponsorship Agreement