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08-23-2019 Colorado Classic Town Participation Agreement COLORADO CLASSIC TOWN PARTICIPATION AGREEMENT (STAGE 2: AVON) This Colorado Classic Town Participation Agreement (hereinafter referred to as the “Agreement”) is entered into as of the ___ day of August, 2019 (the “Effective Date”), by and between RPM Events Group Colorado LLC, a Colorado limited liability company (“RPM”), and the Town of Avon (“Host Town”) a municipal corporation organized under the laws of the State of Colorado. RPM and Host Town are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party”. RECITALS WHEREAS, RPM has developed, owns and operates a multi-day, women’s cycling race known as the COLORADO CLASSIC (the “Event”), scheduled to take place in various locations in Colorado from August 22-25, 2019; WHEREAS, RPM has contracted Medalist Sports, LLC (“Medalist”) to assist with organizing and coordinating the Event; and WHEREAS, Host Town wishes to acquire the rights and benefits of hosting the Host Town Stage (as defined herein) and to undertake all of the obligations related to such hosting, all in accordance with the terms and conditions of this Agreement and RPM wishes to grant such rights to Host Town in accordance with the terms and conditions of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree as follows: 1) Designation of Host Town and Location of Host Town Stage. RPM hereby grants to Host Town the right to host Stage 2 (the “Host Town Stage”) of the Event and Host Town hereby agrees to host the Host Town Stage and to undertake and perform the Host Town Obligations (as defined herein), in accordance with the terms and conditions of this Agreement. The Host Town Stage is scheduled to occur in the town of Avon, Colorado, on Friday, August 23, 2019. The specific location of the Host Town Stage within Avon, Colorado (the “Host Town Location”) is shown on the attached Exhibit A. 2) Term. The term of this Agreement shall begin on the Effective Date and, unless earlier terminated in accordance with the terms of this Agreement, shall terminate on September 30, 2019 (the “Term”). 3) Host Town Financial Obligations. Host Town shall provide the following: DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4 8/19/2019 DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 2 a) Event Revenues. Host Town acknowledges and agrees that RPM shall be entitled to retain all revenues attributable to the Event, the Host Town Stage and the Host Town Stage Location, except as may be specifically set forth in Sections 3(c), 1 and 2 of this Agreement. b) Expenses. Host Town shall be responsible for the entire cost and expense of undertaking and performing those Host Town Obligations listed in Section 4 of this Agreement and in otherwise discharging its obligations under this Agreement. c) Local Revenues. (1) Parking. Host Town may offer parking for spectators for the Host Town Stage. Host Town may retain all revenues attributable to such parking and shall be responsible for all parking expenses. (2) Food and Beverage Concessions. Subject to certain VIP hospitality to be offered exclusively by RPM, Host Town may offer food and beverage concessions at the Host Town Stage Location for purchase. Host Town may retain all revenues attributable to food concessions contracted for or offered by Host Town and shall be responsible for all expenses in connection with such concessions. 4) Host Town In-Kind Obligations. Host Town shall provide the following at no additional cost or expense to RPM and in accordance with the terms and conditions specified herein and in Exhibit B to this Agreement, attached hereto and incorporated herein by this reference (collectively, the “Host Town Obligations”): a) Organizational Structure. Host Town shall appoint one or more person(s) to be responsible for performance of Host Town’s obligations under this Agreement. Such person(s) shall be responsible for appointing/hiring individuals with sufficient, relevant experience to work on the Event during the Host Town Stage in the following areas (Host Town has the option to have one individual handle more than one responsibility): Technical/Production Director Media/PR Director Marketing Director Volunteer Director Sponsorship Director VIP Hospitality Director Expo, Ancillary Events and Ceremony Director b) Publicity and Promotion. Host Town shall use its best efforts to publicize the Event and the Host Town Stage through all local media, subject to the review and approval of RPM in its sole and absolute discretion. Host Town will cooperate with RPM and its contractors in implementing RPM’s media and marketing plan, including, without limitation, accommodating television broadcasters and Event Sponsors. c) Auxiliary Space and Equipment for Event: Host Town shall provide the areas, premises and equipment designated on Exhibit B in accordance with the time frames and specifications set forth therein. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 3 d) Law Enforcement Services: Host Town shall provide law enforcement services to work in coordination with the Colorado Highway Patrol, Colorado Department of Transportation, RPM and Medalist representatives and Host Town volunteers, to provide for safe road closures and course safety, fixed-post positions, traffic and crowd control and general public safety during the Host Town Stage. e) Permits: Host Town shall procure all local permits and pay all fees required to hold the Host Town Stage in the Host Town Location, including, but not limited to, special event permits, parking permits, road closure and use permits, alcohol permits/liquor license, and concession sales permits. f) EMS/EMT Services: Host Town shall provide emergency medical services and emergency medical technicians at the Host Town Stage Location to serve the general public on the day of the Host Town Stage. Notwithstanding the forgoing, RPM shall provide emergency medical services and emergency medical technicians for all Event competitors. g) Waste Management/Trash Removal/Recycling: Host Town shall provide all waste management, trash removal and recycling services required at the Host Town Stage Location during the Host Town Stage, including, without limitation, post Host Town Stage cleanup following the conclusion of the Host Town Stage. h) Volunteers: Host Town shall recruit and train the number of volunteers designated on Exhibit B to assist local law enforcement and RPM and Medalist personnel with various functions, as determined by RPM and Medalist in their sole discretion. All volunteers shall be trained by Host Town to perform their assigned duties and services in a professional and highly competent manner, to the best and full limit of their abilities at all times and in accordance with the highest quality standards and all applicable laws, rules and regulations, including, without limitation, those established by Host Town, RPM and Medalist. All volunteers will be required to sign the “2019 Volunteer Waiver and Release of Liability, Assumption of Risk, Covenant Not to Sue, and Indemnity Agreement” form for the Event. i) Event Course Layout and Host Town Stage Location. Host Town shall assist RPM in obtaining a design and layout of that portion of Avon and Eagle County (if applicable) through which the Host Town Stage Race Course (the “Stage 2 Course”) shall run and shall provide access to and use of the Stage 2 Course without imposition of any site fees. j) Ambush-Free Zone. Host Town shall work with RPM to create a zone that consists of the Host Town Stage Location and a radius (to be determined by RPM in consultation with the Host Town) around the Host Town Stage Location (the “Ambush- Free Zone”) that shall be free from temporary merchandise sales, temporary advertising, and temporary signs and inflatable items. Nothing herein shall obligate Host Town to take any action relating to permanent retail establishments in the Ambush-Free Zone. k) Ambush Marketing. Host Town shall use its commercially reasonable efforts to: (1) minimize the “ambush marketing” of Event Sponsors (hereinafter defined) and Local Stage Sponsors (hereinafter defined) in and around the Town of Avon, DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 4 Colorado and the Host Town Stage Location during the Event; (2) prevent Commercial Exploitation Rights (as hereinafter defined) identified with Host Town from being granted by any governmental agency to any entity that is not an Event Sponsor during the period commencing two (2) weeks prior to the first day of the Event and continuing through the Tuesday following the last day of the Event; and (3) with the exceptions of (i) Avon Live! and (ii) Circus Bella Kaleidoscope, which events are hereby approved by RPM, prevent other Host Town-controlled and conflicting major sporting, civic or cultural events from being scheduled in the Town of Avon, Colorado during the week prior to, through the week following, the Event, unless such major sporting, civic or cultural events are approved in writing by RPM and under such conditions as RPM may specify, in RPM’s sole and absolute discretion. l) Event Sponsor Recognition. Host Town agrees that RPM shall have the right to feature Event Sponsors at the Host Town Stage Location and that RPM, in its sole and absolute discretion, shall determine the content and placement of the signage, recognition and visibility of such Event Sponsors. Host Town shall facilitate the recognition of such Event Sponsors. m) Sale of Merchandise. Host Town shall not, without the prior written consent of RPM, which shall not be unreasonably withheld or conditioned, sell or offer any merchandise at the Host Town Stage Location during the Event other than that merchandise designated by RPM. RPM shall obtain a business license from Host Town to sell or offer merchandise during the Event and shall remit all applicable sales tax pursuant to state and local law. n) Reference to Name of Event. Host Town shall refer to the Event by the exact name supplied by RPM from time-to-time, including any title or presenting sponsor identification (should title or presenting sponsorship rights be granted), and shall include, in all agreements that Host Town may enter into with third parties, a requirement that all third parties utilize the exact name for the Event supplied by RPM from time-to-time. o) Proposed Host Town Contracts. All material contracts that Host Town proposes to enter into with respect to (1) the obligations undertaken by Host Town in connection with the Event, and (2) Host Town’s organization of any Ancillary Events (as defined below) shall be subject to the terms of Section 9 of this Agreement. Notwithstanding anything to the contrary herein, Host Town shall not enter into any contract that would conflict with or violate the terms of any exclusive rights granted by RPM to any third-party in connection with the Event, including, without limitation, any sponsor of the Event. In the event Host Town violates the terms of this Section 4(o), Host Town shall, to the extent permitted by law, be liable for all actual and consequential damages incurred by RPM as a result of Host Town’s failure to comply with this Section 4(o). p) Guidelines and Amendments. All services and other activities required to be performed or provided by Host Town pursuant to this Agreement shall be performed or provided in compliance with all reasonable guidelines, standards, policies and directives developed and issued by RPM from time to time (collectively, “Guidelines”); provided that Host Town shall promptly notify RPM if Host Town will not be able or willing to comply with such Guidelines and RPM and Host Town will work together for a mutually agreeable resolution. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 5 q) Promotion of Goodwill. Host Town shall conduct the activities contemplated by this Agreement in such a way as to promote the goodwill associated with the Event and the RPM Sponsors, and will not at any time disparage the name, reputation, or image of the Event, RPM or the Event Sponsors. r) Other Services. Host Town shall provide all those additional services and obligations set forth in Exhibit B, attached hereto. 5) Host Town Benefits. RPM shall provide those benefits described in Exhibit C, attached hereto (collectively, the “Host Town Benefits”). Notwithstanding anything to the contrary herein, to the extent any of the Host Town Benefits consist of content produced or created by Host Town or a third party, RPM shall not be responsible or have any liability for such content. Host Town acknowledges and agrees that due to the nature of the Event, the type of Host Town Benefits offered, and the lack of control RPM has over third parties that may be facilitating or providing some aspect of the Host Town Benefits, RPM shall have the right to substitute any Host Town Benefits from time to time as it deems reasonably necessary with alternative benefit substantially equal in scope, quantity, duration and exposure, as determined by RPM in its sole discretion. 6) Credentials. RPM shall be responsible for producing all credentials for the Event, including the Host Town Stage and Host Town Stage Location and further including credentials for members of the media and operational personnel, which credentials shall be produced at the sole expense of RPM. RPM shall be responsible for all decisions regarding to whom media, VIP and operational credentials should be issued and shall establish all rules and regulations regarding media access to the Event, the Host Town Stage and the Host Town Stage Location. 7) Ancillary Events. Host Town may create, organize and present events ancillary to the Host Town Stage (collectively, “Ancillary Events”); provided, however, that RPM must approve all Ancillary Events in advance in writing, in accordance with Section 4(o), above. Host Town shall be responsible for all expenses of creating, organizing and presenting such ancillary events and shall indemnify RPM for any liability associated with such events, provided Host Town shall not indemnify RPM for its own gross negligence or willful misconduct. Host Town shall retain all revenues generated by such ancillary events. 8) Local Sponsorships. Host Town acknowledges and agrees that RPM holds and retains superior rights to grant sponsorships for the Event, including, without limitation, title and presenting sponsors (collectively, the “Event Sponsors”). Notwithstanding the foregoing, RPM grants to Host Town the right to solicit and secure local sponsors to support the activities of Host Town in connection with the Host Town Stage, subject to the following terms and conditions: a) RPM Approval. All proposed Local Stage Sponsors (as defined below), including the proposed recognition and benefits to be provided to such sponsor, must be presented to RPM for prior review and written approval, which approval may not be unreasonably withheld or conditioned; provided that such Local Stage Sponsors do not violate the terms of any contract entered into by RPM with any sponsor of the Event. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 6 b) Designation. Each sponsor secured by Host Town (a “Local Stage Sponsor”) shall be given the designation “Local Stage Sponsor.” A Local Stage Sponsor may not be referred to nor describe its involvement with the Host Town Stage as a sponsor of the Event. c) Local Sponsorship Guidelines. Local Stage Sponsor rights shall be subject to the following guidelines: (1) Sponsorship Priority. The title sponsor of the Event as well as all other sponsors of the Event designated by RPM shall have priority over and rights superior to that of any Local Stage Sponsor. (2) Submission of Materials to RPM. Host Town must submit all prospective sponsor lists and packages, art work, copy and designs to RPM for written approval in advance, which approval may not be unreasonably withheld or conditioned; provided that such proposed items do not violate the terms of any contract entered into by RPM with any sponsor of the Event. (3) Use of Event Marks. Host Town has no authority to grant a sublicense to, and Local Stage Sponsors shall have no right to use the Event Marks at any time. (4) No Other Recognition. Local Stage Sponsors shall not receive any endorsements from individual athletes participating in the Event without such athlete’s prior written permission, nor will Local Stage Sponsors be guaranteed broadcast exposure of any type. 9) Required Clauses. Host Town shall include an addendum that is incorporated into the contract to which it is attached, including the following clauses in each and every material contract or agreement that Host Town enters into in connection with this Agreement, the Event, or the Host Town Stage under which there is any potential liability to RPM (by way of example, any contracts involving onsite services at the Event is a material contract and must contain these clauses, while contracts for printing services are not material and do not): a) Commercial Identification Prohibition. A clause providing that the party contracting with or providing goods or services to Host Town in connection with the Host Town Stage, the Event and/or Ancillary Events (each a “Contracting Party”), shall not use the Event Marks or any other service mark, trademark, copyright or trade name now or which may hereafter be owned or licensed to signify the Event in connection with any service or product. b) Clearances and Licenses. A clause providing that the Contracting Party is responsible for providing all clearances, licenses, permissions and consents (including without limitation all music clearances, synchronization rights, union and guild fees and the like) as may be necessary for the party to perform its contractual obligations with regard to all such events, to the extent permitted by RPM, in any and all media and in any and all forms, whether now known or hereafter developed. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 7 c) Indemnification. A clause providing that the Contracting Party shall release, indemnify, defend and hold harmless RPM, Medalist Sports, the State of Colorado, and Union Cycliste Internationale (“UCI”), and their respective parent, subsidiary, and affiliated companies and each of their respective shareholders, members, trustees, partners, officers, directors, agents, volunteers, employees, and other representatives (collectively, the “RPM Parties”) from and against any claims, demands, damages, liabilities, lawsuits, losses or expenses, including without limitation, interest, penalties, reasonable attorney’s fees, and all amounts paid in the investigation, defense or settlement of any or all of the foregoing (“Claim” or “Claims”) resulting from, arising out of or in connection with the Contracting Party’s actions and/or inactions related in any way to such contract. d) Compliance with Law. A clause providing that the Contracting Party shall comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal or promulgated by other agencies or bodies having or claiming jurisdiction) applicable to the performance of such party’s obligations to Host Town. e) Exculpation Clause. A clause providing that the Contracting Party shall fully release RPM and the RPM Parties from any damages, loss or liability, except to the extent caused by RPM’s gross negligence or willful misconduct. f) Insurance. A clause providing that the Contracting Party shall maintain, at no cost to RPM or the RPM Parties, appropriate insurance coverage for Claims arising out of the Contracting Party’s operations, personnel, products and services. All such insurance provided by each Contracting Party shall (1) be primary to and non- contributory with any insurance maintained by Host Town, RPM and the RPM Parties; (2) be written by insurance companies with ratings of “A” or better in the latest edition of the A.M. Best key rating guide; and (3) provide that coverage may not be materially changed, reduced or cancelled unless thirty (30) days prior written notice thereof is furnished to Host Town and RPM. All liability policies shall be endorsed to name Host Town, RPM, Medalist and the RPM Parties as Additional Insureds, and shall include a waiver of subrogation in favor of the Additional Insureds. Each Contracting Party shall be solely responsible for the costs of all deductibles under such policies and shall remain solely and fully liable for the full amount of any Claims not covered by insurance. Each Contracting Party shall provide Host Town and RPM with certificates of insurance certifying that the appropriate insurance, as described in Section 22(b) below, is in place and that the policies have been properly endorsed to meet the insurance requirements. 10) Licenses to Use Marks. a) Event Marks. (1) Acknowledgements Regarding Event Marks. Host Town acknowledges RPM retains the rights to sell title and presenting sponsorships in and to the Event and, in such event, to incorporate the name and/or marks of such title and/or presenting sponsor into the Event Marks or to develop new marks and logos for the Event, acknowledging such title and/or presenting sponsor’s relationship with and support for the Event. Host Town acknowledges the foregoing and that the term “Event Marks” as used herein may also refer to the Event Marks as such may be expanded to include the name and/or marks of a title and/or presenting sponsor of the Event. Upon DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 8 being advised by RPM of a change to the Event Marks in the event of a sale of title or presenting sponsorships, Host Town agrees to utilize the updated Event Marks with the name and/or marks of a title and/or presenting sponsor, all as designated by RPM. (2) License to Use Event Marks. RPM hereby grants to Host Town a limited non-exclusive license to use the name, logos, trademarks, service marks, designs, product and service identification, artwork and other symbols and distinctive indicia associated with the Event and identified in Exhibit D hereto (the “Event Marks”) during the Term of this Agreement, in accordance with the terms of this Agreement and the Event Marks Guidelines set forth in Section 10(a)(6) herein below, solely at or in connection with the site of the Host Town Stage, including the Host Town Stage Location. The foregoing license is subject to the right of RPM to review and approve in writing, in advance all such uses of the Event Marks. Host Town shall have no right to assign, license or “pass-through” rights to use the Event Marks to any other person or entity. In exercising this license to use the Event Marks and in each and every reference to the Event, Host Town shall utilize the Event Marks and the exact name of the Event designated by RPM, which shall include the name of any title and/or presenting sponsor. The Parties acknowledge and agree that, upon the expiration or termination of the Term of this Agreement, Host Town shall cease to use the Event Marks; provided, however, Host Town may use Event Marks in connection with Host Town’s efforts to market its capacity it host similar events until December 31, 2019, and on and after January 1, 2020 with RPM’s prior written consent, subject to all other guidelines set forth in this Agreement and attached hereto regarding use of the Event Marks. (3) License Does Not Extend to Merchandise. Host Town shall not manufacture or sell, or license the manufacture or sale of, any promotional or other merchandise which bears the Event Marks, unless permitted by RPM in writing pursuant to Section 4(m). (4) Acknowledgements Regarding Goodwill. Host Town acknowledges the great value of goodwill associated with the Event Marks. Host Town acknowledges that the goodwill attached to the Event Marks belongs exclusively to RPM. Host Town agrees that any and all goodwill and other rights that may be acquired by the use of the Event Marks by Host Town shall inure to the benefit of RPM. (5) No Disparagement by Host Town. Host Town will not, at any time, disparage, dilute or adversely affect the validity of the Event Marks or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of RPM in or to the Event Marks, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Event Marks or detract from their reputation. This section shall not be interpreted to preclude any action or proceeding by Host Town to enforce or defend its rights under this Agreement and shall not preclude Host Town or its representatives from communicating information, which Host Town reasonably determines to be factually accurate, pertaining to the Event, its organizers or sponsors. (6) Event Marks Guidelines. Any use of the Event Marks during the Term shall be further subject to the following conditions and limitations (collectively, the “Event Marks Guidelines”): DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 9 (a) The Event Marks shall be used in accordance with the Graphics Standards Manual, published by RPM from time-to-time; (b) Host Town shall not use the Event Marks in any manner that is misleading or that reflects unfavorably upon the reputation of the Event, RPM, or any competitor in the Event or in any manner that is contrary to applicable laws and regulations, including, without limitation, those relating to truth in advertising and fair trade practices; (c) Host Town shall not (i) permit any tradename or mark of a third party to appear in conjunction with Host Town’s materials that display any of the Event Marks; or (ii) participate with any third party in a promotion using the Event Marks or permit the Event Marks to be used in a manner that could be reasonably interpreted as a promotion or endorsement of a third party’s products or services; (d) Host Town shall not use the Event Marks without the appropriate trademark or copyright designation as required by RPM; (e) Host Town acknowledges that its selection to host the Host Town Stage is not based upon the results of any quality comparison between Host Town and any other municipality within the State of Colorado, and agrees that it shall not represent otherwise to any third party or use the expressions “selected,” “approved,” “warranted,” “preferred,” or “consented to” by the Event or any similar endorsement; (f) Host Town shall not use the license granted under this Agreement in any comparative advertising; and (7) Host Town shall not, after the expiration or termination of this Agreement, use the Event Marks or any slogan or graphic device that was developed for use in conjunction with the Event Marks if such slogan or graphic device implies an ongoing association with the Event; provided, however, Host Town may use the Event Marks in connection with Host Town’s efforts to market its capacity to host similar events until December 31, 2019, and on and after January 1, 2020 with RPM’s prior written consent, subject to all other guidelines set forth in this Agreement and attached hereto regarding use of the Event Marks. (g) Host Town shall cooperate with RPM in preventing unauthorized use of the Event Marks. Host Town, in conjunction with appropriate governmental entities, will help to identify and communicate information to RPM regarding unauthorized use of the Event Marks, including but not limited to, sales or distribution of unlicensed merchandise. The decision to pursue civil legal action or settle claims against an unauthorized user of the Event Marks or against a seller or distributor of unlicensed merchandise will be at the sole discretion of RPM. b) Host Town Marks. (1) License to Use Host Town Marks. Host Town hereby grants to RPM a limited non-exclusive, non-transferable license to use the name, logos, trademarks, service marks, designs, product and service identification, artwork and other DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 10 symbols and distinctive indicia of Host Town and identified in Exhibit D attached hereto (the “Host Town Marks”) during the Term of this Agreement in accordance with the terms of this Agreement and the Host Town Marks Guidelines (as defined below) in accordance with Section 10(b)(5) of this Agreement, specifically to provide Host Town with the Host Town Benefits. The foregoing license is subject to the right of Host Town to review and approve in advance all such uses of the Host Town Marks. RPM shall have no right to assign, license, sublicense or “pass-through” rights to use the Host Town Marks to any party, except as necessary to fulfill its obligations set forth in this Agreement. The Parties acknowledge and agree that, upon the expiration or termination of the Term of this Agreement, RPM shall discontinue any use of the Host Town Marks and RPM may continue to use the Event Marks. Except as provided herein, RPM covenants and agrees it will make no use of Host Town’s Marks. (2) License Does Not Extend to Merchandise. RPM shall not manufacture or sell, or license the manufacture or sale of, any promotional or other merchandise which bears the Host Town Marks, unless permitted by the Town. (3) Acknowledgements Regarding Goodwill. RPM acknowledges the great value of goodwill associated with the Host Town Marks. RPM acknowledges that the goodwill attached to the Host Town Marks belongs exclusively to Host Town. RPM agrees that any and all goodwill and other rights that may be acquired by the use of the Host Town Marks by RPM shall inure to the benefit of Host Town. (4) No Disparagement by RPM. RPM will not, at any time, disparage, dilute or adversely affect the validity of the Host Town Marks or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Host Town in or to the Host Town Marks, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Host Town Marks or detract from their reputation. This section shall not be interpreted to preclude any action or proceeding by RPM to enforce or defend its rights under this Agreement and shall not preclude RPM or its representatives from communicating information, which RPM reasonably determines to be factually accurate, pertaining to the Event, its organizers or sponsors. (5) Host Town Marks Guidelines. Any use of the Event Marks during the Term shall be further subject to the following conditions and limitations (collectively, the “Host Town Marks Guidelines”): (a) RPM shall utilize the Host Town Marks pursuant to the license granted herein in accordance with those graphics standards supplied by Host Town to RPM in writing from time-to-time. (b) RPM shall not use the Host Town Marks in any manner that is misleading or that reflects unfavorably upon the reputation of the Host Town or in any manner that is contrary to applicable laws and regulations, including, without limitation, those relating to truth in advertising and fair trade practices; (c) RPM shall not, after the expiration or termination of this Agreement, use Host Town Marks, without the written permission of Host Town. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 11 (d) RPM shall, at no cost or expense to RPM, cooperate with Host Town in preventing unauthorized use of the Host Town Marks. RPM, at no cost or expense to RPM and in conjunction with appropriate governmental entities, will help to identify and communicate information to Host Town regarding unauthorized use of the Host Town Marks, including but not limited to, sales or distribution of unlicensed mer- chandise, to the extent RPM becomes aware of such unauthorized use in the normal course of business. The decision to pursue civil legal action or settle claims against an unauthorized user of the Host Town Marks or against a seller or distributor of unlicensed merchandise will be at the sole discretion of Host Town. 11) Trademarks. a) Event Marks. (1) The Event Marks, specifically including but not limited to the words “Colorado Classic”, are and shall remain the property of RPM and RPM shall take all steps reasonably necessary to protect such Event Marks, which steps may include registrations through the United States Patent and Trademark Office (“USPTO”) and foreign registrations, as it deems desirable and through reasonable prosecution of infringements. (2) The rights licensed by RPM to Host Town with respect to use of the Event Marks shall convey license rights only and shall convey no rights of ownership in or to the Event Marks. (3) RPM represents and warrants that it has the right to use the Event Marks, specifically including but not limited to the words “Colorado Classic,” and to license the use of the Event Marks to Host Town as set forth in Section 10(a) of this Agreement. (4) Host Town acknowledges RPM shall own all right, title and interest in and to the Event Marks. RPM shall have the right to take all steps reasonably necessary to protect the Event Marks through appropriate state and USPTO registrations and such foreign registrations as it deems desirable and through reasonable prosecution of infringements. RPM shall be the record owner of all such registrations for the Event Marks. Host Town shall cooperate as reasonably necessary to assist RPM in obtaining such trademark protection and in prosecuting any alleged infringements of the Event Marks. b) Host Town Marks. (1) The Host Town Marks are and shall remain the property of Host Town and Host Town shall take all steps reasonably necessary to protect such Host Town Marks through state, USPTO and foreign registrations as it deems desirable and through reasonable prosecution of infringements. (2) Host Town represents and warrants that it has the right to use the Host Town Marks and to license the use of the Host Town Marks to RPM for use in connection with the Event and to provide the Host Town Benefits. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 12 (3) The rights granted to RPM by Host Town with respect to use of the Host Town Marks shall convey license rights only and shall convey no rights of ownership in or to the Host Town Marks. (4) RPM acknowledges Host Town shall own all right, title and interest in and to the Host Town Marks. Host Town shall have the right to take all steps reasonably necessary to protect the Host Town Marks through appropriate state and USPTO registrations and such foreign registrations as it deems desirable and through reasonable prosecution of infringements. Host Town shall be the record owner of all such registrations for the Host Town Marks. RPM shall, at no cost or expense to RPM, cooperate as reasonably necessary to assist Host Town in obtaining such trademark protection and in prosecuting any alleged infringements of the Host Town Marks. (5) Any trademarks, logos or other intellectual property developed by Host Town in connection with the Event shall be the property of Host Town; provided that any such trademarks, logos or other intellectual property does not infringe on or violate the copyright, trademark or other intellectual property rights of RPM. 12) Merchandising. The Parties acknowledge and agree that RPM shall be the sole licensor of all Event-related merchandise bearing the Event Marks and/or otherwise relating to the Event in any way (the “Event-Related Merchandise”). Host Town shall have the right to purchase Event-Related Merchandise from the licensee for such Event- Related Merchandise at amounts to be agreed upon by and among RPM, Host Town and such licensee, but shall have no right or license to manufacture or distribute Event- Related Merchandise or any other merchandise bearing the Event Marks. 13) Approvals. a) Host Town shall submit to RPM for its prior written approval, which may be withheld or conditioned in RPM’s sole and absolute discretion, all proposed uses of the Event Marks that Host Town wishes to make pursuant to the limited license granted to Host Town in this Agreement, including but not limited to submission of representative samples of all advertising, promotional and other materials to be used in connection with Host Town’s products and services as well as any premiums that Host Town may wish to use containing the Event Marks. If Host Town’s request is not responded to by RPM within ten (10) business days after RPM has received the material from Host Town, Host Town shall provide written notification to RPM of such fact and Host Town agrees that any such proposed materials shall be deemed denied if Host Town’s request is not responded to within five (5) business days following RPM’s receipt of such written notice. Host Town shall not distribute any material without the prior written approval of RPM. b) Host Town shall supply free of charge to RPM for administrative and archival purposes two (2) originals of all advertising, promotional or other materials in connection with the products and services to be used by Host Town in connection with the licenses granted under this Agreement. c) All requests for approval, including representative samples of all advertising, promotional and other materials, shall be sent to RPM at the address for DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 13 notices under this Agreement to the attention of the individual designated to receive notices for RPM. d) RPM shall submit to Host Town for its prior written approval, which may be withheld or conditioned in Host Town’s sole and absolute discretion, all proposed uses of the Host Town Marks that RPM wishes to make pursuant to the limited license granted to RPM in this Agreement, including but not limited to submission of representative samples of all advertising, promotional and other materials to be used in connection with RPM’S products and services as well as any premiums that RPM may wish to use containing the Host Town Marks. If RPM’S request is not responded to by Host Town within five (5) business days after Host Town has received the material from RPM, RPM shall provide written notification to Host Town of such fact and RPM agrees that any such proposed materials shall be deemed denied if RPM’s request is not responded to within two (2) business days following Host Town’s receipt of such written notice. RPM shall not distribute any material without the prior written approval of Host Town. Notwithstanding anything to the contrary in this Agreement, Host Town acknowledges and agrees that in the event that Host Town fails to approve the use of the Host Town Marks within the time frame set forth in this paragraph, RPM shall have no obligation to provide and shall have no liability for the failure to provide the Sponsorship Benefit(s) for which the approval was requested, and the failure to provide such Sponsorship Benefit(s) will in no way affect the obligations of Host Town under this Agreement. e) f) Upon written request from Host Town, RPM shall supply free of charge to Host Town for administrative and archival purposes two (2) originals of all advertising, promotional or other materials in connection with the products and services to be used by RPM in connection with the licenses granted under this Agreement. g) All requests for approval, including representative samples of all advertising, promotional and other materials, shall be electronically sent to Host Town at the email address for notices under this Agreement to the attention of the individual designated to receive notices for Host Town, or such other Host Town representative as designated by Host Town. 14) Broadcast and Media Rights; Other Commercial Exploitation of Event. As between Host Town and RPM, RPM controls all rights to distribute, promote, market and otherwise commercially exploit the Event and the Host Town Stage by means of any and all audio, visual and audiovisual media of all types, including but not limited to television, radio, internet, print and wireless devices, as well as with respect to sponsorship, licensing, hospitality, merchandising, and other marketing rights with respect to the Event (“Commercial Exploitation Rights”), and Host Town will not purport to grant or license any such Commercial Exploitation Rights to a third party without the prior express written approval of RPM. 15) Ownership and Protection of Intellectual Property. a) Ownership of Intellectual Property. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 14 (1) Subject to the terms of Sections 10 and 11of this Agreement, each Party shall own all right, title and interest in and to all intellectual property created by or on behalf of such Party in connection with this Agreement, including without limitation, all logos, names, ideas, concepts, creative materials, promotional materials, advertising and graphics, including all copyrights and proprietary rights therein, and any inventions and discoveries first conceived or developed by the Party in connection with its performance under this Agreement, whether or not protected by patent, trade secret or copyright, subject to the ownership rights of the other Party to such other Party’s trademarks to the extent that such are incorporated into such intellectual property (such property being collectively referred to as the “Intellectual Property”). That Intellectual Property which has been or will be created by or on behalf of Host Town is referred to as the “Host Town Intellectual Property” and that Intellectual Property which has been or will be created by or on behalf of RPM is referred to as the “Colorado Classic Intellectual Property.” (2) Notwithstanding the foregoing, the Parties acknowledge and agree that the Event Marks and the distinctive colors, concepts, indicia and look displayed by RPM throughout the Event and by RPM in its regular business operations and materials shall constitute Colorado Classic Intellectual Property and therefore be owned by RPM. Host Town expressly acknowledges that the Parties have agreed that all copyrightable aspects of the Colorado Classic Intellectual Property are to be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”), of which RPM is to be the “author” within the meaning of the Act. All such copyrightable works, as well as all copies of such works in whatever medium fixed or embodied, shall be owned exclusively by RPM as its creation, and Host Town expressly disclaims any interest in any of them. Host Town expressly acknowledges that it is not a joint author and that the Colorado Classic Intellectual Property and all other work created by RPM hereunder are not joint works under the Act. (3) In the event (and to the extent) that any Colorado Classic Intellectual Property or any part or element thereof is found as a matter of law not to be “work made for hire” within the meaning of the Act, Host Town hereby conveys and assigns to RPM the sole and exclusive right, title and interest in the ownership to all such Colorado Classic Intellectual Property, and all copies of it, without further consideration, and agrees to assist RPM’s efforts to register, and from time to time to enforce, all patents, copyrights, and other rights and protections relating to the Colorado Classic Intellectual Property in any and all countries. To that end, Host Town agrees to execute and deliver all documents requested by RPM to evidence any assignment as well as otherwise in connection therewith. (4) Host Town understands that the term “moral rights” means any rights of paternity and integrity, including any right to claim authorship of a copyrightable work, to object to a modification of such copyrightable work and any similar right existing under the judicial or statutory law of any country or under any treaty, regardless of whether or not such right is referred to as a “moral right,” including, without limitation, the rights of attribution and integrity in works of visual art pursuant to 17 U.S.C. § 106A. Host Town irrevocably waives and agrees never to assert any moral rights Host Town may have in the Colorado Classic Intellectual Property, even after any termination or expiration of this Agreement. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 15 (5) Notwithstanding the foregoing, the Parties acknowledge and agree that the Host Town Marks and the distinctive colors, concepts, indicia and look displayed by Host Town throughout the Event and by Host Town in its regular business operations and materials shall constitute Host Town Intellectual Property and therefore be owned by Host Town. RPM expressly acknowledges that the Parties have agreed that all copyrightable aspects of the Host Town Intellectual Property are to be considered “works made for hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”), of which Host Town is to be the “author” within the meaning of the Act. All such copyrightable works, as well as all copies of such works in whatever medium fixed or embodied, shall be owned exclusively by Host Town as its creation, and RPM expressly disclaims any interest in any of them. RPM expressly acknowledges that it is not a joint author and that the Host Town Intellectual Property and all other work created by Host Town hereunder are not joint works under the Act. (6) In the event (and to the extent) that any Host Town Intellectual Property or any part or element thereof is found as a matter of law not to be “work made for hire” within the meaning of the Act, RPM hereby conveys and assigns to Host Town the sole and exclusive right, title and interest in the ownership to all such Host Town Intellectual Property, and all copies of it, without further consideration, and agrees to assist Host Town’s efforts to register, and from time to time to enforce, all patents, copyrights, and other rights and protections relating to the Host Town Intellectual Property in any and all countries. To that end, RPM agrees to execute and deliver all documents requested by Host Town to evidence any assignment as well as otherwise in connection therewith. (7) RPM understands that the term “moral rights” means any rights of paternity and integrity, including any right to claim authorship of a copyrightable work, to object to a modification of such copyrightable work and any similar right existing under the judicial or statutory law of any country or under any treaty, regardless of whether or not such right is referred to as a “moral right,” including, without limitation, the rights of attribution and integrity in works of visual art pursuant to 17 U.S.C. § 106A. RPM irrevocably waives and agrees never to assert any moral rights RPM may have in the Host Town Intellectual Property, even after any termination or expiration of this Agreement. (8) The Parties agree to affix appropriate copyright and trademark notices as reasonably designated by the other, together with their own notices as appropriate, on the Colorado Classic Intellectual Property to identify RPM as the owner of the Colorado Classic Intellectual Property and Host Town as the owner of the Host Town Marks. b) Protection of Intellectual Property. (1) Host Town acknowledges that it has no right, title or interest in the Event Marks and that nothing in this Agreement shall be construed as an assignment to Host Town of any right, title or interest in the Event Marks, except the license to use of the Event Marks as provided in this Agreement. (2) Host Town agrees that RPM shall have the sole right to determine whether any action should be taken to terminate unauthorized use of the Event Marks or DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 16 to settle any proceeding brought by RPM to terminate such unauthorized use. All proceeds from any enforcement action shall belong exclusively to RPM. (3) RPM and Host Town agree to assist each other in the defense of any proceeding or claim with respect to the use of any Event Marks by Host Town in accordance with the terms of this Agreement. RPM agrees to defend, at its expense, any such proceeding or claim on behalf of Host Town. Host Town shall be permitted to retain, at its expense, separate counsel in such defense. 16) Reservation of Rights. RPM reserves all rights not expressly licensed to Host Town under this Agreement. Any and all rights of RPM, including those in and to the Event and the Event Marks, not expressly granted to Host Town under this Agreement are reserved to RPM and may be exercised, marketed, exploited or disposed of by RPM concurrently with the Term of this Agreement in such form and manner as RPM wishes. Host Town acknowledges and agrees that this Agreement does not convey or grant to Host Town any rights of ownership in or management of the Event, RPM or the Event Marks. 17) Representations and Warranties. a) By RPM. RPM represents and warrants that: (1) It has the full right, power and legal authority to enter into and fully perform this Agreement in accordance with its terms; to its knowledge there are no other agreements that will interfere with its full performance hereunder; and it will fully comply with all federal, state and local laws, rules and regulations applicable to the day- to-day conduct of its business and to its obligations and performances hereunder; (2) RPM owns or has the authority to grant to Host Town a license to use the Event Marks, pursuant to this Agreement; and (3) To its knowledge, the Event Marks do not infringe the trademarks or other proprietary rights of any other person or entity; b) By Host Town. Host Town represents and warrants that: (1) Host Town has the full right, power and legal authority to enter into and fully perform this Agreement in accordance with its terms without violating the rights of any other person, that there are no other agreements or commitments, oral or written, that will interfere with its full performance hereunder and that it will fully comply with all federal, state and local laws, rules and regulations applicable to the day- to-day conduct of its business and to its obligations and performances hereunder; (2) Host Town owns or has the authority to grant to RPM a license to use the Host Town Marks, pursuant to this Agreement; and (3) The Host Town Marks do not infringe the trademarks or other proprietary rights of any other person or entity. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 17 18) Indemnification. a) By RPM. RPM will indemnify, hold harmless, and defend Host Town and its officers agents, and employees (collectively the “Host Town Indemnified Persons”) from and against any and all Claims (including reasonable attorney’s fees and expenses) actually and reasonably incurred by a Host Town Indemnified Person to the extent related to RPM’s (including RPM’s employees’, agents’, and subcontractors’) activities or omissions in the performance of its duties and obligations under this Agreement or the breach of this Agreement, including without limitation any breach of the representations and warranties of RPM under this Agreement. RPM shall cause any subcontractor operating under or pursuant to a Host Town license, pursuant to RPM’s agreement with such subcontractor, to indemnify, hold harmless, and defend all Claims (including reasonable attorney’s fees and expenses) actually and reasonably incurred by a Host Town Indemnified Person to the extent related to subcontractor’s (including subcontractor’s employees’, agents’ and subcontractors’) activities or omissions in the performance if its duties and obligations under this Agreement, the agreement with RPM or the Host Town license under which it is operating. Notwithstanding the preceding sentence, RPM has no indemnification obligations with respect to any claim or loss to the extent caused by the gross negligence or willful misconduct of any Host Town Indemnified Person. b) By Host Town. To the extent permitted by law, Host Town will indemnify, hold harmless, and defend RPM, and its parent, subsidiary and affiliated companies and each of their officers, directors, members, shareholders, managers, agents, and employees (collectively the “RPM Indemnified Persons”) from and against any and all Claims (including reasonable attorney’s fees and expenses) actually incurred by an RPM Indemnified Person to the extent it arises from (1) the breach of any representation, warranty, material covenant or obligation of Host Town under this Agreement; (2) any negligent act, negligent omission or willful conduct by Host Town; (3) any contract or agreement entered into by Host Town in connection with the Event or the Host Town Stage; (4) unauthorized use by Host Town of the Event Marks; (5) a claim that the Host Town Marks infringe upon any patent, copyright, trademark, trade secret or any other right of a third party. Notwithstanding the preceding sentence, Host Town has no indemnification obligations with respect to any claim or loss to the extent caused by the gross negligence or willful misconduct of any RPM Indemnified Person. c) Procedure Regarding Indemnification. Each party shall give the other party prompt written notice of any Claim coming within the scope of any indemnity expressly set forth in this Agreement. Upon written request of any indemnitee, the indemnitor will assume defense of any such Claim, action or proceeding. The indemnitee shall cooperate with the indemnitor in the investigation, defense and/or settlement of any such Claim. The indemnification obligations in this Section 18 shall survive the expiration and/or termination of this Agreement. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 18 19) Termination. a) Default. Either Party may terminate this Agreement, at its option, upon written notice to the other Party, upon the occurrence of one or more of the following events (the “Termination Events”): (1) Material breach of any covenant, agreement, representation, warranty, term or condition of this Agreement, if such breach has not been waived in writing or if such breach is not cured or remedied by the breaching Party to the other Party’s reasonable satisfaction within thirty (30) days after delivery of written notice to the breaching party specifying the nature of the breach, or if the Parties agree that the breach is not capable of being cured or remedied within said thirty (30) days, then within the time period mutually agreed to by the Parties in a jointly approved plan of corrective action developed within thirty (30) days after the delivery of written notice to the breaching Party specifying the nature of the breach; (2) A Party becomes insolvent, fails to pay its debts or perform its obligations in the ordinary course of its business as they become due, admits in writing its insolvency or inability to pay its debts or perform its obligations as they become due, or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership or general assignment for the benefit of creditors, provided that, if such condition is assumed involuntarily, it has not been dismissed with prejudice within sixty (60) days after its commencement; or (3) A Party is the subject of public controversy of such a magnitude that such Party’s association with the other Party pursuant to this Agreement creates a negative association for such other Party, in the reasonable judgment of such other Party, in which case the other Party may terminate this Agreement without cost or penalty. b) Effect of Termination. Should either Party terminate this Agreement as a result of a Termination Event set forth in Section 19(a) above, then upon termination of this Agreement, the Parties rights and obligations under this Agreement shall cease, except for the obligations which survive termination. In addition, should such termination result from a termination notice given by Host Town to RPM from occurrence of a Termination Event of the type set forth in Sections 19(a)(1) or (2) above, RPM shall repay to Host Town all amounts actually expended by Host Town in performing its obligations hereunder; provided, however that in no event shall RPM be liable for amounts in excess of Ten Thousand Dollars and no/100 ($10,000) in the aggregate. Should termination result from a termination notice given by RPM to Host Town from occurrence of a Termination Event of the type set forth in Sections 19(a)(1) or (2) above, Host Town shall repay to RPM all amounts expended by RPM in granting to Host Town the right to host the Host Town Stage, to provide the Host Town Benefits, and to relocate the site for the Host Town Stage; provided; however that in no event shall the Host Town be liable for amounts in excess of Ten Thousand Dollars and no/100 ($10,000) in the aggregate. 20) Independent Contractors. The relationship created by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be deemed or construed as creating any partnership, joint venture, employment relationship, agency or DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 19 other relationship between the parties or to make RPM liable for the debts or obligations of Host Town. Neither Party shall have any authority to contract for or bind the other Party in any manner and neither Party shall represent itself as the agent of the other. 21) Compliance with Laws. Host Town shall, at all times during the Term, comply with all federal, state and local laws, rules and regulations and all reasonable directives from RPM and Medalist. RPM shall, at all times during the Term, comply with all federal, state and local law, rules and regulations applicable to its activities under this Agreement. 22) Insurance. a) RPM Provided Insurance. Throughout the Term of this Agreement (including any extensions thereof), RPM shall provide and maintain, at its expense, the following insurance policies which shall protect the RPM Parties on a primary basis from any and all Claims arising out of, in connection with or with respect to the staging of the Event and the obligations of RPM pursuant to this Agreement: (1) Event Liability insurance (inclusive of commercial general liability) with limits not less than $1,000,000 each occurrence and $2,000,000 in the aggregate; (2) Auto Liability & Physical Damage insurance covering Claims arising out of the use, operation or maintenance of any vehicle (whether owned, non- owned, leased, hired or borrowed) by RPM, with limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage (3) Workers’ Compensation insurance covering RPM’s employees with limits as required by statutory law, including Employer’s Liability coverage with limits not less than $500,000 each accident, $500,000 disease-each employee and $500,000 disease-policy limit; (4) Umbrella and/or Excess Liability insurance with limits not less than $5,000,000 each occurrence shall apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile Liability and Employer’s Liability policies; and (5) Any other insurance necessary and appropriate for the staging of the Event as determined by RPM. All such insurance to be maintained by RPM shall be (1) primary with respect to Claims arising out of the RPM’s staging of the Event and the obligations of RPM pursuant to this Agreement; and (2) shall be written by insurance companies with ratings of “A” or better in the latest edition of the A.M. Best key rating guide. RPM shall not allow coverage to be materially changed, reduced or cancelled unless thirty (30) days prior written notice thereof is furnished by RPM to Host Town. The policies described in Sections 22(a)(1), (2) and (4) above shall be endorsed to name Host Town as an Additional Insured with respect to the negligent acts or omissions of RPM. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 20 At least 15 days prior to the first day of the Event, RPM shall provide Host Town with a certificate of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above. b) Host Town Provided Insurance. Throughout the Term of this Agreement (including any extensions thereof), Host Town shall provide and maintain, at its expense, the following insurance policies (or in the event Host Town is self-insured, a program of insurance), which shall protect Host Town, RPM, Medalist and the RPM Parties on a primary basis from any and all Claims arising out of or in connection with Host Town’s activities, operations, representations and warranties, rights, obligations and duties pursuant to this Agreement: (1) General Liability insurance with limits not less than $1,000,000 each occurrence and $2,000,000 in the aggregate. Such insurance shall include coverage for contractual liability, products-completed operations, personal and advertising injury, premises damage, legal liability, liquor liability (if applicable), property damage and bodily injury liability (including death); (2) Auto Liability & Physical Damage insurance covering Claims arising out of the use, operation or maintenance of any vehicle (whether owned, non- owned, leased, hired or borrowed) by Host Town, with limits not less than $1,000,000 each accident combined single limit for bodily injury and property damage; (3) Workers’ Compensation insurance covering Host Town’s employees with limits as required by statutory law, including Employer’s Liability coverage with limits not less than $500,000 each accident, $500,000 disease-each employee and $500,000 disease-policy limit; (4) Umbrella and/or Excess Liability insurance with limits not less than $3,000,000 each occurrence shall apply in excess of and on a following form basis to the primary Commercial General Liability, Automobile Liability and Employer’s Liability policies (this requirement may be satisfied with policies providing a $3,000,000 single limit); (5) Any other insurance necessary and appropriate for covering Host Town’s activities, operations, representations and warranties, rights, obligations and duties pursuant to this Agreement. All such insurance to be maintained by Host Town shall be primary to and non- contributory with any insurance maintained by RPM and the RPM Parties. Host Town shall provide written notice to RPM if coverage is materially changed, reduced or cancelled prior to event. The policies described in Sections 22(b)(1), (2), and (4) above shall be endorsed to name RPM and the RPM Indemnified Parties (as defined in Section 17b of this Agreement) as Additional Insureds with respect to the negligent acts or omissions of Host Town. The policies described in Sections 22(b)(1), (2), and (4) shall also include a waiver of subrogation in favor of the Additional Insureds. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 21 At least 15 days prior to the first day of the Event, Host Town shall provide RPM with a certificate of insurance certifying that the appropriate insurance is in place and that the policies have been properly endorsed to meet the insurance requirements as set forth above. 23) Force Majeure. In the event that the Event does not take place, in whole or in part, due to an Act of God, accident, fire, labor dispute, riot or civil commotion, severe weather, act of public enemy, governmental act, regulation or rule, failure of technical facilities (other than as a result of the negligence of that Party) or because of a day of national mourning, or any other reason beyond the control of either Party (each a “Force Majeure Event”) whether such Force Majeure Event has occurred in a location through which the Event course runs or not, then RPM shall have no further obligation, financial or otherwise, to Host Town and Host Town shall have no further obligation to RPM in connection with the Event. In the event that the Event is postponed in whole or in part due to a Force Majeure Event and RPM intends to reschedule the Event, RPM and Host Town shall discuss in good faith the terms under which such rescheduling should occur. 24) Cancellation or Postponement of Event for Reason Other than Force Majeure. RPM shall have the sole and unfettered right to cancel or postpone the Event or the Host Town Stage. In such event, Host Town acknowledges and agrees that RPM shall have no financial responsibility to Host Town as a consequence of such cancellation or postponement. Upon providing notice of cancellation or postponement, RPM shall have no further obligation to provide Host Town with any of the Host Town Benefits as set forth in this Agreement. In the event of cancellation of the Event due to a Force Majeure Event, the rights and obligations of RPM and Host Town set forth in this Section 24 shall be the sole and exclusive remedy of the Parties. Upon providing notice of cancellation pursuant to this Section 24, RPM shall have no further obligation to provide Sponsor with any of the Host Town Benefits. 25) General. a) Assignment. Neither Party may not assign any rights or obligations under this Agreement or this Agreement itself, in whole or in part, without the prior express written consent of the other party. b) Notices. Except as expressly provided to the contrary herein, any notice, consent, report, document or other item to be given, delivered, furnished or received hereunder shall be deemed given, delivered, furnished and received when given in writing and 1) personally delivered to and received by an officer or designated employee of the applicable Party, seventy-two (72) hours after the same is deposited in the United States mail, postage prepaid, registered or certified first class mail, return receipt requested, addressed as set forth below, or to such other address as either of the Parties shall advise the other in writing as set forth in this section 25(b) or 2) by email which shall be deemed delivered on the date the recipient acknowledges receipt. To Host: Town of Avon DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 22 100 Mikaela Way Avon, CO 81620 eheil@avon.org Attn.: Eric Heil, Town Manager With Copy To: Paul Wisor Garfield & Hecht, P.C. Avon Town Square 0070 Benchmark Road, Unit 104 PO Box 5450 Avon, CO 81620 pwisor@garfieldhecht.com To RPM: RPM Events Group Colorado LLC 299 Milwaukee Street, Suite 215 Denver, CO 80206 Attn: Ken Gart, CEO c) Entire Agreement; Modifications. This Agreement constitutes the entire agreement of the Parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to the subject matter hereof. This Agreement may not be modified, amended or supplemented or otherwise changed, except by a written document executed by an authorized representative of each of the Parties hereto. d) No Waiver of Rights and Breaches. No failure or delay of any Party in the exercise of any right given to such Party hereunder shall constitute a waiver thereof, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. The waiver by a Party of any default of the other Party hereunder shall not be deemed to be a waiver of any such subsequent default or other default of the Party. Any such waiver must be in writing, signed by the Party to be charged with the waiver. e) Captions. Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of any provision of this Agreement. f) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and authorized assigns. g) Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of Colorado and for all purposes governed by and construed in accordance with the laws of the State of Colorado without regard to conflict of laws principles. Any dispute involving or arising under this Agreement shall be brought in the state courts located in Denver, Colorado or in the United States District Court for the District of Colorado, and the Parties expressly waive any objections to venue in the State DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 23 of Colorado. THE PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF THIS AGREEMENT. h) Construction of Agreement. Each Party acknowledges that it has participated in the negotiation of this Agreement and that no provision of this Agreement shall be construed against or interpreted to the disadvantage of any Party hereto by any court or other governmental or judicial authority by reason of such Party having or deemed to have structured, dictated or drafted such provision. i) Survival. Those covenants, acknowledgments, representations, agreements and obligations contained in Sections 10a(4), 10a(5), 10a(6)(g), and 14-18 of this Agreement, along with any other provisions which by their nature or language would survive, shall survive the expiration and/or termination of this Agreement. j) Compliance with Law, Rules and Regulations. The Parties agree to comply with all federal, state and local laws, ordinances, orders, rules and regulations applicable to the performance of their respective obligations under this Agreement, both now existing and as such may hereinafter be adopted. k) Time of Essence. The Parties agree that time is of the essence in performing obligations under this Agreement. l) Exhibits. The documents attached hereto as exhibits are incorporated by reference herein and made a part of this Agreement as if fully set forth herein. In the event there is a conflict between any Exhibit to this Agreement and this Agreement, the terms of this Agreement shall control. m) Severability. The determination that any provision of this Agreement is invalid or unenforceable shall not invalidate this Agreement, all of such provisions being inserted conditionally upon their being considered legally valid, and this Agreement shall be construed and performed in all respects as if such invalid or unenforceable provision(s) were omitted. n) Further Assurances. The Parties agree to execute and deliver, or cause to be executed and delivered, such instruments and documents as either Party may reasonably request or require to carry out more effectively the purpose and intent of this Agreement. o) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement. p) No Third-Party Beneficiaries. It is expressly understood that there are no third-party beneficiaries to this Agreement. q) Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 24 r) Employment of or Contract with Illegal Aliens. RPM shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. RPM shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, RPM certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that RPM will participate in the e-verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. RPM is prohibited from using either the e-verify program or the department program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. If RPM obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the RPM shall be required to notify the subcontractor and Host Town within three (3) business days that RPM has actual knowledge that a subcontractor is employing or contracting with an illegal alien. RPM shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) business days of receiving the notice regarding RPM’s actual knowledge. RPM shall not terminate the subcontract if, during such five days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. RPM is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If RPM violates this provision, Host Town may terminate this Agreement and seek damages as provided under the applicable statute. s) Article X, Section 20 (TABOR). The parties understand and acknowledge that Host Town is subject to Article X, Section 20 of the Colorado Constitution (“TABOR”). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Host Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Host Town’s current fiscal period ending upon the next succeeding December 31. Financial obligations of Host Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of the Host Town, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. [Remainder of page left intentionally blank- signatures on following page] DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 25 IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to execute this Agreement on their respective behalf, all as of the day and year first above written. RPM: RPM Events Group Colorado, LLC By: ______________________ Name: Ken Gart Title: CEO HOST TOWN: Town of Avon By: _________________________ Name: Eric Heil Title: Town Manager Attest: ________________________ Brenda Torres, Town Clerk DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 EXHIBITS A Host Town Locations B Host Town Obligations C Host Town Benefits D Event Marks E Host Town Marks DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 EXHIBIT A HOST TOWN LOCATIONS DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 EXHIBIT B HOST TOWN OBLIGATIONS In-Kind Sponsorship: TOWN OF AVON will provide the following in-kind services to support the race: Town Services • Local Police Services (Town and/or County) • Public Works and Road Services- including but not limited to: o Barricades o Cones o Access to water source (hydrant/truck) o Street repairs; removal of road knobs, speed-bumps, etc. that impact route or athlete safety • Permit Services- including but not limited to: o Parking o Road closures o Special events o Concession sales • EMT/EMS Services for general public o RPM provides medical for race competition • Resident/Business Notifications • Portable toilets including ADA accessible (arrive day prior to race day) o Hand wash stations (arrive day prior to race day) • Waste Management and Recycling o Trash receptacles o Recycling bins o Dumpster for Team Parking o Dumpster for VIP Hospitality o Recycling dumpster o ‘Green Team’ • Heavy equipment such as scissor lift, fork lift, etc. • Assistance with coordinating pass-through communities may be requested VIP Hospitality TOWN OF AVON will provide the following for the VIP area: • Water Connection • Wireless Internet Connection DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Meals TOWN OF AVON will secure the following meals for media, staff and volunteers during the race stage • Media: o Lunch for (20) people in the Media Workroom o Snacks o Beverages (juice, coffee, water) • Start/Finish Crew: o Light breakfast items for (30) people • Volunteers: Box lunches or snacks for volunteers Expo TOWN OF AVON will secure the following elements needed to produce a health and wellness expo during the race stage • Local entertainment • Concessions/food vendors available to public • Permits and associated fees • Security • Barricades • Liquor license, if applicable, for public sales Media Workroom TOWN OF AVON will locate and secure a space to be used at the media workroom during the race stage Listed below is an outline of general needs. The Media Operations team will confirm specific requirements based on location. • The Media Workroom must be in close proximity to the Finish Line area- no more than one or two blocks away. • Requires indoor space of approximately 1,500 square feet that can be secured from the public • Twelve (12) 6’ tables and thirty (30) chairs • Twelve (12) 110V outlets and fifteen (15) power strips • One (1) high speed copier with ability to collate and staple • One (1) large LCD Monitor or projector • One (1) television to show race coverage • Dedicated wireless network with enough bandwidth capabilities to accommodate 20 working media. A 10 Meg line (upload/download) is preferred. If dedicated line is not possible, back up to public Wi-Fi network is needed. • Sufficient trash and recycling cans • Food and beverage (see “Meals” above) DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Press Conference Area TOWN OF AVON will locate and secure a space to be used for the post-race press conference during the race stage Listed below is an outline of general needs. The Media Operations team will confirm specific requirements based on location. • Requires approximately 600-1,000 square feet, minimum. It is recommended that this area is a portion of the Media Workroom space or nearby. Race staff will conduct a site inspection to confirm if multi- function space is appropriate. • Twenty to thirty (20-30) chairs arranged theatre style • Two (2) 6-foot skirted tables or one (1) 8-foot skirted table for dais • Four (4) 110V outlets with power strips, if space is separate from Media Workroom • Sound system with two (2) microphones is recommended. • Podium • Wireless Internet access Commissaires Meeting Room TOWN OF AVON will locate and secure a space to be used for the commissaires meeting room during the race stage • Small conference room close to the Finish Line for approximately 8-10 people. Space must be separate from Media Workroom/Press Conference area. Access is needed 1 hour prior to the finish and 2 hours following the finish. Parking Requirements TOWN OF AVON to secure parking locations for the media, staff, teams, and sponsors. All parking areas should be adjacent to or in close proximity to the Start/Finish Line area. If a parking area must be secured outside of the venue, shuttle transport should be provided. • Team Parking at Start/Finish Line- approximately 100 parking spaces • VIP Parking- approximately 100 vehicles • Expo/Vendor Parking- approximately 35 vehicles • Media Parking- approximately 20 vehicles • Staff Parking- approximately 50 vehicles • Crew Parking- approximately 5 vehicles • Spectator Parking Overnight Security On-site overnight security is required and should cover the hours between 7:00 PM and 7:00 AM. Overnight security personnel to cover: • Start/Finish Line, Expo DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Start/Awards Ceremonies • TOWN OF AVON will provide a National Anthem singer and Color Guard for the Avon start ceremonies • TOWN OF AVON to provide gifts for 3rd, 2nd, and 1st place stage winners Volunteer Support TOWN OF AVON is responsible for recruiting and organizing local volunteers – overall need 150-300 Ancillary Events TOWN OF AVON is financially responsible for providing local support for any Colorado Classic and LOC ancillary activities, as mutually agreed upon. Support to include Town Services as well as other areas such as volunteer recruitment, securing additional parking locations, etc. Sponsorship Category Sales TOWN OF AVON has the opportunity to solicit and secure local sponsors to help support activities and offset expenses. • All sponsorships must to approved by RPM to ensure alignment with brand and company’s values • Protected categories that TOWN OF AVON may not pursue: o Outdoor Gear o Backpacks o Athletic Apparel o Athletic Footwear o Financial Services o Retail Banking o Beer/Alcohol* (special considerations made for potential Coors partnership) o Healthcare o Hospital o Credit Card o Industrial Manufacturing o Airlines DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Marketing TOWN OF AVON shall provide marketing and promotion to the Colorado Classic race and adjoining events. A joint marketing plan and budget (including traditional, social and digital media) will be established and agreed upon in advance and within 30 days of execution of this document. Activities will include but are not limited to: • ongoing social media promotion • numerous email and newsletter blasts to constituents • welcome signs and kits • inclusion in guides and calendars • significant online and web presence • solicitation of volunteers for the race • paid advertising and earned media plans • outreach and street team activities; • coordination with other Host Town partners, vendors, affiliates and members DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 EXHIBIT C HOST TOWN BENEFITS As a host town for the 2019 Colorado Classic, the TOWN OF AVON will receive the following sponsorship assets: Digital Brand Exposure Website: Logo & Links • logo and link on the footer of the Colorado Classic home page • logo and link on sponsor/partner page Social Media Channels: Photo Album & Insta Story • Opportunity to have a TOWN OF AVON Photo Album on the Colorado Classic Facebook page containing iconic images of Avon • Opportunity to have a TOWN OF AVON Instagram Story “highlight” on the Colorado Classic Instagram feed showcasing imagery and video footage of Avon’s iconic destinations Mobile Exposure: Tour Tracker • Logo and link featured on the Tour Tracker App created for the Colorado Classic • TOWN OF AVON will receive at least one (1) push notification on Tour Tracker for the stage of the race taking place in Avon Custom Content Creation: RPM will collaborate with TOWN OF AVON to develop a mutually agreed upon content plan for the months leading up to the event, focused on promoting tourism in Avon. This content will be used on RPM’s channels as outlined below: E-Newsletters: • TOWN OF AVON will receive up to three (3) inclusions in event e-newsletters Social Media: Highlighting Avon Posts • TOWN OF AVON will receive at least one (1) social media post per month* on the Colorado Classic channels to promote Avon. (*May 2019 - August 2019) DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 PR Exposure: Press Events: • RPM shall include officials of the Town of Avon to participate in press events and any other ancillary PR events, where applicable and relating to activities happening in Avon Press Releases: • RPM shall include references to the TOWN OF AVON in press releases that include reference to the host cities/route, where appropriate Broadcast Exposure: The 2019 Colorado Classic women's race will be broadcast live each day on demand, and distributed worldwide on our Streaming Network and on our Tour Tracker app with a combined estimated reach of almost 2 million views TOWN OF AVON will receive the following benefits: • (2) :30 second commercials on the National feed on Tour Tracker during Avon’s race stage to be used to promote the town of Avon, To the extent Stage 2 is cancelled, Avon’s commercials shall be broadcast during a subsequent stage. • Pre-produced custom content “infomercial” provided by Sponsor that tells a story about Avon and its attractions – (1) One for the race stage in Avon shown on Tour Tracker during the Avon race stage On-site Exposure & Opportunities Start/Finish Line Banners: • Four (4) 3’ x 10’ course banners with the TOWN OF AVON logo – for the stage of the race taking place in Avon Onsite Big Screen: • Four (4) 30-second commercials shown during the Avon Stage on the LED Screen Public Announcements: • Four (4) public address announcements to be read from the main stage during the Avon Stage On-Site Activation: • TOWN OF AVON will receive a 10’ x 20’ space to create a consumer activation at the Avon expo site of the Colorado Classic Race. DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 • RPM will organize a brainstorming and planning session with the appropriate parties at TOWN OF AVON to align on this activation. Caravan Rides: • VIP caravan ride during Avon Stage of the race for two (2) people VIP Access: • Thirty (30) VIP Passes to Hospitality Area during the Avon Stage of the race • Two (2) VIP Passes to Hospitality Area during Stages in markets outside of Avon Awards Presentations: • TOWN OF AVON will have the opportunity for three (3) awards presenters at the Avon Stage of the race to present 3rd, 2nd and 1st place Stage Winners; • RPM will work with TOWN OF AVON to integrate pre-approved local dignitaries into the Start and Awards Ceremonies • Photo opportunities for TOWN OF AVON and Avon Town Officials with the winners of respective Stage • TOWN OF AVON will have the opportunity to provide gifts to the award winners at the Avon Stage Impact Data: • RPM will share demographic and geographic information on fan participation, website and social visitors, cable television and app viewers with TOWN OF AVON Post-Race Content: • RPM will share photo and video footage from the 2019 event and allow TOWN OF AVON full rights for their marketing and promotional usage DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Exhibit D Event Marks To Be Inserted DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 Exhibit E Host Town Marks To Be Inserted DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8 DocuSign Envelope ID: F53068AD-00BC-4DCF-8240-2D4253F600A4DocuSign Envelope ID: B6894E40-1A6B-4254-B04B-6ECAB44B18D8