05-11-2010 Sponsorship Contract Western Enterprise for Salute to the USA10
To: Honorable Mayor and Town Council
Thru: Larry Brooks, Town Manager
Legal Review: Eric Heil, Town Attorney
Approved By: Meryl Jacobs — Director of Recreation and Cultural Services
From: Danita Chirichillo — Special Events Supervisor
Date: May 5, 2010
Re: Western Enterprises Sponsorship Contract
Summary
Attached for signature is the agreement with Western Enterprises to be an associate sponsor
for the 2010 Salute to the USA. The price is $6,000.
Financial Implications:
The revenue generated through this sponsorship has been approved as part of the 2010 budget.
Town Manager Comments:
LETTER OF AGREEMENT
Between
Town of Avon
P.O. Box 975
Avon, Colorado 81620
970 748 4032
Associate Sponsor
Western Enterprises
13513 West Carrier Road
Carrier, OK 73727
This Agreement is entered into by and between Town of Avon (the "TOA "), an incorporated
Town of the State of Colorado and Western Enterprises ( "Sponsor ").
W ITN ESS ETH:
Whereas, the TOA has the exclusive right to organize and conduct the "Salute to the U.S.A."
( "the Event ") within Nottingham Park and has scheduled activities as part of its summer
programs on July 3, 2010 and
Whereas, Sponsor is interested in providing financial support for the Event in exchange for certain
promotional rights to be provided by the TOA for Sponsor's interests;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the adequacy and
sufficiency of which is herby acknowledged, the parties hereby agree as follows:
1. Term
This term of this Agreement begins on the date the Agreement is signed by both parties and shall
continue in full force and effect through July 3, 2010.
2. Nature of Services
The services are described in this Agreement and the related Attachments. The TOA hereby
grants Sponsor the non - exclusive rights to the Sponsorship acknowledgments and benefits as
outlined herein and in Attachment A. Sponsor shall have non - exclusive rights for this category
level.
3. Compensation and Commitments
Sponsor agrees to pay the TOA by the date specified in Attachment B and the amount outlined
in Attachment B in exchange for the Sponsorship and benefits promised herein and in related.,
Attachments. Should the Sponsorship Fee not be paid in full by the date specified in Attachment
B, the TOA has the right to ban all Sponsor's activities and signage from setting up on Event
grounds. Sponsor agrees to fulfill its pre -event and on -site obligations and commitments as
outlined herein and in related Attachments.
4. Reference to Sponsorship in Advertising
Subject to the TOA's rights of approval as described in this Agreement, during the term of this
Agreement, Sponsor may identify itself as a Sponsor of Event and may use the name of the
event or location in its advertising.
5. Use of Trademarks
Sponsor grants the TOA the right and non - exclusive license, worldwide and royalty free, during
the term of this Agreement, to use the Sponsor's trademarks to advertise, publicly represent and
otherwise promote the fact that it is a Sponsor of the Event. This license specifically authorizes
the TOA to refer to "Sponsor" as a Sponsor of the Event.
The TOA grants Sponsor the right and non - exclusive license, worldwide and royalty free, during
the term of this Agreement, to use the TOA's trademarks to advertise, publicly represent and
Please acknowledge that each page is satisfactory by initialing:
TOA ysnsor
.4 Page 1
otherwise promote the fact that it is a Sponsor of The Event. This license specifically authorizes
Sponsor and /or "Sponsor" to refer to itself as a Sponsor of the Event.
Before either party may use the trademark licenses referred to in this Agreement, it shall first
submit the concept or a sample of the proposed use to the other party, for approval, which
approval shall not be unreasonably withheld.
Sample of the TOA's trademark:
C Q L Q R A D O
Sample of the Sponsor's trademark:
b. Signage and Banners
All Sponsor signage at the Event must represent Sponsor, and be approved by the TOA in
advance of the Event, which approval will not be unreasonably withheld. The TOA assumes no
responsibility in case of loss or damage to signage submitted for use during the Event. No third
party or handwritten signage is allowed and all signage must be of professional quality. Signage
of designated media Sponsors is allowed, subject to approval by the TOA and Sponsor. Sponsor
must make best efforts to ensure that handbills /flyers /posters etc. created for the Event are
distributed legally and with proper approval.
7. Fulfillment/ Force Majeure Events
In the event that any scheduled performance or activity is subject to cancellation by illness,
accidents, failure of means of transportation, lack of event funding, act of God, riots, strikes,
labor difficulties, act or order of any public authority, or any cause similar, to the foregoing which
is beyond control of the parties, both shall be relieved of their respective obligations for the
performance or activity so prevented, and Sponsor shall be entitled to an immediate refund of
the Sponsorship fee. In the event that the event is postponed for one day due to rain, the
Sponsorship fee will not be refunded.
8.Discretionary Matters
It is agreed that the TOA enters into this agreement as the producer of the Event, and it has sole
and exclusive control over the production and presentation of scheduled Event performances
or activities, including but not limited to, details, means and methods of performances and
activities presented, and persons employed by the TOA. Sponsor has no right to control or direct
the result of or the details, methods, manner or means by which the TOA manages or operates
its business or performs the services related to transportation, facilities, equipment and supplies
needed to fulfill this Agreement. The TOA reserves the right to terminate this agreement with
Sponsor when Sponsor's actions are determined to be materially detrimental to the good image
of the Event. Any decision affecting any matter not expressly provided herein or attached
hereto shall rest solely with the TOA.
Please acknowledge that each page is satisfactory by initialing: ` 1
TOA S nsor
Page 2
9. Notices
All notices, payments and statements provided for herein shall be in writing and shall be
deemed given if sent by Registered or Certified Mail, postage prepaid, by express delivery
service (receipt requested), or by verifiable facsimile transmission, addressed to the parties at
their respective address set forth below, or at such other addresses as either party may from time
to time specify to the other in writing:
The TOA: Town of Avon
Sponsor:
Town Clerk
One Lake Street
P.O. Box 975
Avon, Colorado 81620
Phone: 970 748 4035
Fax: 970 748 -4078
Mr. Jim Burnett
Western Enterprises
13513 West Carrier Road
Carrier, OK 73727
10. Governing Law, Venue, and Enforcement
This Agreement shall be governed by and interpreted according to the law of the State of
Colorado. Venue for any action arising under this Agreement shall be in the appropriate court
for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the
resolution of disputes under this Agreement, the parties hereby waive any and all right either
may have to request a jury trial in any civil action relating primarily to the enforcement of this
Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed
against the drafting party shall not apply to the interpretation of this Agreement. If there is any
conflict between the language of this Agreement and any exhibit or attachment, the language
of this Agreement shall govern.
11. No Waiver of Governmental Immunity
Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any
governmental immunity that may be available by law to TOA, its officials, employees,
contractors, or agents, or any other person acting on behalf of the Town of Avon and, in
particular, governmental immunity afforded or available pursuant to the Colorado
Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
12. No Third Party Beneficiaries
Nothing contained in this Agreement is intended to or shall create a contractual relationship
with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub -
consultant or sub - contractor of Sponsor. Absolutely no third party beneficiaries are intended by
this Agreement. Any third -party receiving a benefit from this Agreement is an incidental and
unintended beneficiary only.
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Please acknowledge that each page is satisfactory b initialing: b
g p g rY Y : g
TOA Sponsor
Page 3 `
13. Damages
The parties agree that the Town of Avon shall not be liable for incidental, indirect or
consequential damages and that any liability of the Town of Avon for monetary damages shall
be limited to the amount of sponsorship funds received by the Town of Avon.
In WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first
wr' en a ov .
Town of Avon
Mayor Ron Wolfe
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Date
'� - %Z- (�
Sp ns r Si ature J Date
Title
Please acknowledge that each page is satisfactory by initialing:
TOA Sponsor
Page 4
ATTACHMENT A
SPONSOR ACKNOWLEDGEMENTS & BENEFITS
Definition of Sponsorship:
Sponsor shall be an Associate Sponsor of Salute to the U.S.A. to be held in Avon, Colorado.
The TOA will provide Sponsor with the following event - related acknowledgements and benefits:
1. Sponsor Name /Logo Placement In /On:
• All TOA print and web related marketing and advertising developed in support of the
Event.
• Radio advertising.
• Event press release.
• Posters to be distributed prior to event in local and regional businesses.
2. Sponsor On -Site Exposure:
• Sponsor will be thanked during stage announcements made prior to artists performing on
the stage, during set breaks, and prior to fireworks show.
• Placement of 4 Sponsor banners prominently throughout event site. Signage costs are not
included in the Sponsorship fee.
3. Sponsor Promotions:
• Sponsor has the opportunity to develop, produce, and implement promotions related to
the Event with prior approval by The TOA. The TOA must have the opportunity to review
and authorize any promotions or advertisement utilizing the Event name, likeness, or logo
during the conceptual stage, and then again prior to final production. Such authorization
shall not be unreasonably withheld.
• Sponsor has the opportunity to develop Product placement /display on site in
Nottingham Park during the event. The TOA must have the opportunity to review and
authorize any promotions during the conceptual stage, and then again prior to final
production. Such authorization shall not be unreasonably withheld.
4. VIP Passes /Additional Benefits:
• The TOA will provide eight (8) VIP passes to the Sponsor, and 2 parking passes.
• Sponsor will receive one (1) 25 -punch admission card to the Avon Rec Center.
Please acknowledge that each page is satisfactory by initialing:
Vnso?r TOA
Page 5
ATTACHMENT B
SPONSORSHIP FEES & ADVERTISING COMMITMENTS
• Western Enterprises, Inc. (Sponsor) agrees to pay the TOA 6,000 dollars ($) by May 10,
2010.
• Sponsorship fee entitles the Sponsor to the terms listed in the above agreement.
Please acknowledge that each page is satisfactory by initialing:
Page 6
TOA
Sp nsor