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08-18-2011 WORLD TRIATHLON CORPORATION CONTRACTMEMO To: Thru: Legal Review: Approved By: From: Date: Re: Honorable Mayor and Town Council t Larry Brooks, Town Manager Eric Heil, Town Attorney Meryl Jacobs — Director of Recreation and Cultural Services Danita Chirichillo — Special Events Supervisor P lf-- August 18, 2011 World Triathlon Corporation Contract Summary: Attached for signature is the contract with World Triathlon Corporation (WTC) for the third annual IronKids Avon triathlon event scheduled for September 3 — 4, 2011. The Town Attorney has reviewed and approved the contract adding the legal language required by the Town. Discussion: The recreation staff is in full swing regarding the operations, marketing and promoting of the 2011 triathlon event. The Westin Riverfront Resort & Spa will be the host hotel for the event weekend. IronKids Avon, Colorado is targeting 500 youth athletes participating in one of three lengths depending on age. The swim portion of the event will take place at the Avon Recreation Center pool, the bike course on closed roads near the park, finishing with a run through Nottingham Park. Category Age Swim Bike Run Junior 6-8 50 yards 2 mile 500 yards Intermediate 9-11 150 yards 4 mile 1 mile Senior 12-14 300 yards 8 mile 2 miles Financial Implications: $12,000 is reflected in the Town special events budget to support marketing /promotions. These funds have been granted to support marketing/promotions through the Holy Cross Community Enhancement Fund and Eagle County Community Grants. Town Manager Comments: HOST VENUE SPONSORSHIP AGREEMENT This Host Agreement ( "Agreement ") is entered into this day of July, 2011 ( "Effective Date ") by and between WORLD TRIATHLON CORPORATION, a Florida, USA corporation, whose principal business address is 2701 North Rocky Point Drive, Suite 1250, Tampa, Florida 33607, (hereafter referred to as "WTC ") and TOWN OF AVON, a Colorado municipal corporation, with offices at 1 Lake Street, Avon, CO 81620 (hereafter referred to as "Host "). (WTC and Host are referred to herein individually as "Party" and collectively as the "Parties "). WITNESSETH: - - -_ - = -- WHEREAS, WTC wishes to conduct- ar IronKids triathlon event, to be conducted -over the course of two (2) days to include an IronKids Expo and an IronKids Avon triathlon race (the "Event ") to be held on September 3 and September 4th in Avon, Colorado at Nottingham Park and Lake; and WHEREAS, Host wishes to have WTC conduct the Event in Avon, Colorado (the "Venue "), upon the terms and conditions provided for in this Agreement; and WHEREAS, Host acknowledges that WTC has made a substantial investment in selecting Avon, Colorado as a venue for an IronKids triathlon event and Host acknowledges that WTC desires the right to be the exclusive producer of a children's triathlon event in Avon, Colorado in 2012, and Host desires the right of first refusal to host an IronKids triathlon event in Avon, CO in 2012. NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the Parties agree as follows: 1. The Event. WTC agrees to conduct the Event and Host grants to WTC the right to conduct the Event in and around the Venue upon the terms and conditions as provided for herein. 2. Term. The term of this Agreement shall commence on the Effective Date and continue through September 5, 2011 ( "Term "), unless sooner terminated in accordance with the provisions contained herein. For the years 2012, WTC provides to Host the right of first refusal to host an IronKids Event in Eagle County, Colorado. Both Host and WTC agree to negotiate the terms of any future agreements for 2012 in good faith and agree to make reasonable changes to the terms of future agreements to address economic conditions, inflation and changed circumstances. 3. Host Sponsorship Fee. In lieu of the host sponsorship fee, host agrees to spend the $9,500 towards marketing and promoting the event locally. 4. Obligations and Undertakings of Host. Page 1 of 17 Confidential WTC's Initials: Host's Initials: V a. In consideration of WTC selecting the Venue as the site for conducting the Event, Host agrees to provide WTC those support services as more particularly described in Schedule "B" of this Agreement. b. Host agrees that in consideration of WTC staging the Event in the Venue, it shall not contract with any other party but WTC to produce a children's triathlon event in and around the Venue during the term of this Agreement and thereafter for two (2) years, unless approved in writing by WTC. 5. Obligations and Undertakings of WTC. WTC shall further fulfill the specific obligations and undertakings identified in Schedule "C" hereto. 6. Additional Terms. - _ - - -- - a. The Parties agree to conduct a meeting following the Event to "debrief' regarding the Event, set forth the following year's plans, and review a report of the Event details and goals. b. WTC shall retain the rights to all imagery, including but not limited to, television broadcast or cablecast (live or tape - delay), radio broadcast, internet broadcast (audio or video), videotaping, filming and photography of the event which is the sole property of WTC and may not be reproduced, remarketed or otherwise distributed or publicly displayed without the written permission of WTC. WTC may, at its sole discretion, award any or all of these rights to third parties. C. The obligations and support services required by WTC of Host may be modified, changed or otherwise altered from time to time by WTC in its reasonable discretion, in consultation with a designated representative of Host. Such alterations must be made not less than seven (7) days prior to the applicable Event and shall be made in writing. d. WTC may in its reasonable discretion, in order to improve the Event, institute changes in the implementation or structure of the Event in any Event year. Provided, however, that WTC must provide reasonable written notice of such change to Host prior thereto, and no change shall be made to the date of any scheduled Event without the written consent of both Parties hereto. e. In order to ensure proper implementation of the Event, Host and its representatives agree to take instruction from WTC or any other person designated by WTC. In the event of a disagreement between Host and WTC regarding the obligations under this Agreement with regard to conducting the Event, WTC's decision shall be final and binding. 7. Representations and Warranties of Host. Host represents, warrants and covenants to WTC as follows: a. Host has the full right and legal authority to enter into and fully perform this Agreement in accordance with the terms and conditions contained herein. Page 2 of 17 Confidential WTC's Initials: Host's Initials: b. Host will comply with all applicable laws, rules and regulations with regard to its obligations under this Agreement. C. This Agreement, when executed and delivered by Host, will be its legal, valid and binding obligation enforceable against Host in accordance with the terms and conditions contained herein. d. The execution, delivery and performance of this Agreement by Host does not and will not violate or cause a breach of any other agreements or obligations to which it is a party or to which it is bound, and no approval or other action by any governmental authority or agency is required in connection herewith. e. Each of the foregoing representations, warranties and covenants shall be true at all times during the term hereof. 8. Representations and Warranties of WTC. WTC represents, warrants and covenants to Host as follows: a. WTC will comply with all applicable laws, rules and regulations with regard to its obligations under this Agreement. b. WTC represents and warrants that it has full right, power, and authority to enter into and to perform its obligations under this Agreement, and to grant Host all rights and interests as provided hereunder. C. WTC hereby represents and warrants that WTC is the sole owner or controls all of the rights granted hereunder in the Event and that it has full right, title and interest in and to the Event granted in this Agreement. 9. License and Use of WTC's Trademarks and /or Service Marks. a. WTC provides Host with the limited, non - assignable, non - transferable, non- exclusive license to use the IronKids and K -Dot trademarks and/or service marks (the "Marks "), in all reasonable forms of advertising and marketing. Any use of the Marks shall be in conjunction with the Trademark Standards and Use Guidelines set forth in Schedule "D ". The license granted herein shall be only for the Term of this Agreement and the territory of the license shall be the Venue and the immediate surroundings areas. WTC must approve all uses of the Marks prior to usage. b. WTC must approve in writing all Host's advertising, marketing, press releases, programs, websites, and all printed and electronic materials intended for public consumption prior to use. Page 3 of 17 Confidential WTC's Initials: Host's Initials: It . C. Host shall acknowledge in writing on its advertising and marketing materials the existence of this Agreement by use of the language: "IronKids is conducted by the World Triathlon Corporation and the IronKids and K -DOT trademarks are used with permission of the World Triathlon Corporation." d. Host may only use the Marks in connection with advertising and /or marketing materials relating to each Event during the Term of this Agreement, and may not utilize the Marks on any products, merchandise, event souvenirs, or other items unless pre- approved by WTC in writing, which approval may be granted or denied at WTC's sole and absolute discretion. e. Host may not authorize or--license any third party to manufacture; sell, affix, or use any of the Marks on any product, merchandise, event race souvenirs, or other items during the Term of this Agreement. f. Host acknowledges that WTC is the owner of all the Marks, and Host shall not register any of the Marks, any service mark, trademark or a domain name that is similar in any manner to any of WTC's Marks, including, but not limited to, any mark or domain name containing the term "IRON" as associated with athletic competitions and related goods and services thereto. g. The Marks are and shall remain the property of WTC. Any and all rights under the Marks, copyrights, or other intellectual property of WTC shall inure to the benefit of WTC. 10. Indemnification. Host agrees to defend, indemnify and hold WTC and its affiliates and WTC's and its affiliates' respective officers, directors, equity holders, agents, employees, successors and assigns harmless from any and all claims, liabilities, costs, losses, demands, injuries, judgments, settlements, expenses and damages, including reasonable attorneys' fees, court costs, and other legal expenses, arising out of or in connection with: (a) any breach or alleged breach of any provision of this Agreement by Host or any representation or warranty made by Host in this Agreement; or (b) any act or omission to act of Host or any of Host's or its affiliates' respective officers, directors, equity holders, agents, employees and sponsors. 11. Records and Audit. Host agrees to keep complete and accurate books of account and records covering all transactions and other matters relating to this Agreement. WTC and /or its duly authorized representatives shall, after providing reasonable notice to Host, have the right to examine such books of account and records in Host's possession or under its control for the purpose of verifying any information provided or due hereunder and verifying compliance with the terms and conditions of this Agreement, and shall have free and full access thereto for such purposes and for the purpose of making copies thereof or extracts therefrom, which infonnation shall be subject to the confidentiality obligations set forth in this Agreement. All such records shall be maintained and kept available for at least two (2) years after the expiration or termination of this Agreement. Page 4 of 17 Confidential WTC's Initials: Host's Initials: 12. Insurance. Host and WTC shall, throughout the Term of this Agreement, obtain and maintain its own comprehensive general liability insurance for each Event from a reputable insurance company for, without limitation, any and all claims of bodily injury, death, property damage, and advertising liability, and any and all litigation, arbitration and settlement costs, related to any claims for or by any Event participants, volunteers, referees, officials, scorekeepers, spectators, Event sponsors and /or Event staff with a minimum combined single limit equal to but not less than one million dollars ($1,000,000.00 USD) per occurrence for any one incident or accident, and two million dollars ($2,000,000.00 USD) aggregate. Each of the Parties may require the other to obtain such insurance in a greater amount or scope by providing notice to the other Party at least one hundred twenty (120) calendar days prior to the date of the Event. The Parties agree to have the other Party named as an additional insured in connection with each Event. Certificates evidencing the foregoing required insurance must be provided, - -upon request, to the other Party: - -- - - - - - - - - - -- - - 13. Termination. a. This Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party in the event of a breach of a material provision of this Agreement by the other Party, including a description thereof to the breaching Party, provided that, during the thirty (30) day period, the breaching Party fails to cure such breach. b. WTC shall have the right to immediately terminate this Agreement by giving written notice to Host in the event that Host does any of the following: (i) files a petition in bankruptcy or is adjudicated bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or if the Host discontinues its business or a receiver is appointed for the Host or for Host's business and such receiver is not discharged within thirty (30) days or (ii) breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Marks. Termination of this Agreement for any reason provided herein shall not relieve either Party from its obligation to perform up to the effective date of such termination. C. Except as provided otherwise herein, each Party hereto reserves all other rights and remedies hereunder and otherwise permitted by law, that have accrued at the date of termination of this Agreement and does not waive any obligation under this Agreement by reason of the exercise of such termination option. 14. Public Documents. Each Party acknowledges that the Host is a Colorado municipality which is subject to the Colorado Open Records Act and that this Agreement and other public documents related to this Agreement may be disclosed in pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, Colorado Revised Statute, to the extent that such statute applies. Furthermore, nothing contained in this Agreement shall be construed to require the Host to violate the Colorado Open Records Act and any conflict between this Agreement and the Colorado Open Records Act shall be interpreted to allow the Host to comply with the Colorado Open Records Act. Page 5 of 17 Confidential WTC's Initials: Host's Initials: 15. Confidentiali ty. a. In all cases subject to any law applicable to the Host with regard to open records (including but not limited to the Colorado Open Records Act), during the term of this Agreement, each Party shall keep confidential, and other than as provided herein shall not use or disclose, directly or indirectly, the terms and conditions of this Agreement, any trade secrets, confidential or proprietary information, or any other knowledge, information, documents or materials, owned, developed or possessed by the other Party, whether in tangible or intangible form, the confidentiality of which such other Party takes reasonable measures to protect. Each Party shall take any and all lawful measures to prevent the unauthorized use and disclosure of such information, and to prevent unauthorized persons or entities from obtaining or using such information. Each Party further agrees to refrain from directly or indirectly taking any action which would constitute or facilitate the- unauthorized-use-or- disclosure of such-information. -Each Party may disclose such information to its officers and employees to the extent necessary to enable such Party to perform its obligations hereunder; provided, that such officers and employees have entered into an appropriate confidentiality agreement for secrecy and nonuse of such information which by its terns shall be enforceable by injunctive relief at the instance of the disclosing Party. Each Party shall be liable for any unauthorized use and disclosure of such information by its officers and employees. Should a Party be required to disclose such information in order to comply with applicable governmental acts, requirements or regulations or a court order, the other Party agrees to provide reasonable advance written notice to the other Party in order to provide reasonable advance notice of any such disclosure so that the Parties may use their reasonable efforts to secure confidential treatment of the information to be disclosed (whether through protective orders or otherwise) and to ensure that only the minimum amount of information necessary to comply with such requirements is disclosed. b. Notwithstanding the foregoing, the provisions of section (a) hereof shall not apply to knowledge, information, documents or materials which the receiving Party can conclusively establish: (i) have entered the public domain without such Party's breach of any obligation owed to the disclosing Party; (ii) have become known to the receiving Party prior to the disclosing Party's disclosure of such information to such receiving Party; (iii) are permitted to be disclosed by the prior written consent of the disclosing Party; (iv) have become known to the receiving Party from a source other than the disclosing Party other than by breach of an obligation of confidentiality owed to the disclosing Party; or (vi) are independently developed by the receiving Party without breach of this agreement. 16. Assignment. This Agreement is personal to Host and may not be assigned or transferred without the prior written consent of WTC. This Agreement may be freely assigned by WTC. 17. Relationship of the Parties. The Parties are acting herein as independent contractors. Nothing herein contained will create or be construed as creating a partnership, joint venture or agency relationship between the Parties. Each party acknowledges and agrees that it neither has nor will give the appearance or impression of having any legal authority to bind or commit the other Party in any way. Each Party will be solely responsible for all wages, income taxes, Page 6 of 17 Confidential WTC's Initials: Host's Initials: worker's compensation and any other requirements for all personnel it supplies pursuant to this Agreement. 18. Successor and Assigns. All of the terms of this Agreement will apply to, be binding upon and inure to the benefit of the Parties hereto, their successors, assigns, heirs and legal representatives, and all other persons claiming by, through or under them. 19. Limitation of Liability. Notwithstanding anything else in this Agreement or otherwise, in no event will WTC be liable to Host or any other person or entity with respect to any subject matter of this Agreement (including, without limitation, with respect to the license or any other rights granted by WTC under this Agreement) under any contract, negligence, strict liability or other legal or equitable theory for any (i) indirect, incidental, special or consequential damages, -lost profits, _ -lost - business =-or- -lost = savings, - (iii)- interruption -off business-, -or- (iv) 1"oss of goodwill. The foregoing limitation applies regardless of whether the remedies provided for in this Agreement fail of their essential purpose and even if either Party has been advised of the possibility or probability of any such damages. 20. 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 the Host, its officials, employees, contractors, or agents, or any other person acting on behalf of the Host 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. 21. Jurisdiction and Dispute Resolution. a. Governing Law. Notwithstanding the place where this Agreement may be executed by either party, this Agreement and any claim, controversy, dispute or other matter arising hereunder or related hereto (whether by contract, tort or otherwise) shall be governed in accordance with the laws of the State of Florida, United States of America, without regard to the conflict of laws provisions thereof. In any litigation arising out of or relating to this Agreement, the Parties agree that venue shall be in the United States District Court, Middle District of Florida, Tampa Division, or the Circuit Court located in Pinellas County, Florida. b. Mediation. If a dispute, claim or controversy, with the exception of claims for injunctive and/or other equitable relief for intellectual property violations, unfair competition and/or the use and /or unauthorized disclosure of trade secrets or confidential information ( "Dispute ") arises out of, relates to, or is in connection with this Agreement, any amendment of this Agreement or any breach of this Agreement, and if the Dispute cannot be settled through direct discussions between the Parties, the Parties agree first to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association ( "AAA ") under its then current Commercial Mediation Rules before resorting to arbitration. An AAA mediator acceptable to both Parties knowledgeable in the field and commercial matters shall conduct the mediation. The mediation shall take place in Tampa, Florida, United States of America. Each Page 7 of 17 Confidential WTC's Initials: Host's Initials: i Party shall bear its own costs with respect to such mediation, except that any fees charged by such mediator or AAA in connection with such mediation shall be allocated as set forth below. C. Arbitration. Any Dispute, with the exception of claims for injunctive and /or other equitable relief for intellectual property violations, unfair competition and /or the use and/or unauthorized disclosure of trade secrets or confidential information, arising out of, relating to or in connection with this Agreement, including any amendment of this Agreement, breach of this Agreement, questions regarding issues of jurisdiction, the existence, scope, validity, performance, interpretation, termination, as well as entitlement to and amount of attorneys' fees and costs to the prevailing Party, that cannot be settled through negotiation or mediation as set forth above, shall be referred to a sole arbitrator selected by the Parties within thirty (30) days of the mediation, or in the absence of such selection, to AAA arbitration as the sole remedy as to all - - -- -matters in Dispute, administered by the AAA in=accordance with applicable Arbitration Rules to include the Optional Rules for Emergency Measures of Protection and Optional Procedures for Large, Complex Commercial Disputes, as interpreted and governed by the Florida Arbitration Code. The venue of any such arbitration shall be Tampa, Florida, United States of America. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall not have authority to award punitive or other damages in excess of compensatory damages and each party irrevocably waives any claim thereto. d. Enforcement. Other than the costs and expenses of Mediation, if either Party brings any arbitration or other action under this Agreement (including, without limitation, any challenge or appeal), the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs (including, without limitation, the cost of such arbitration or other action). The Parties agree to authorize the arbitrator to detennine both the entitlement and apportiomnent of such fees and costs. e. Mediation/Arbitration Charges. Each Party shall initially bear an equal share of the mediator's and arbitrator's compensation and administrative charges of the mediation or arbitration and shall make deposits with the American Arbitration Association of its share of the amounts requested by the American Arbitration Association. Failure or refusal by a Party to timely pay its share of the deposits for the mediator or arbitrator(s)' compensation and administrative charges shall constitute a waiver by that Party of its rights to be heard, present evidence, cross- examine witnesses, and assert counterclaims. Informing the mediator or arbitrator of a Party's failure to pay its share of the deposits for the mediator's or arbitrator's compensation and administrative charges for the purpose of implementing this provision shall not be deemed to affect the mediator's or arbitrator(s)' impartiality or ability to proceed with the mediation or arbitration. f. General. The requirement for mediation and arbitration shall not be deemed a waiver of any right of termination under this Agreement and the arbitrator is not empowered to act or make any award other than based solely on the rights and obligations of the Parties prior to any such termination. The Parties, their representatives, other participants and the mediator and arbitrator shall hold the existence, content and result of mediation and arbitration in confidence. Any provisions of this Agreement not found to be in compliance with applicable law may be Page 8 of 17 Confidential WTC's Initials: Host's Initials: waived without effect to the agreement by the Parties to arbitrate as provided herein. Notwithstanding the foregoing, in the event of breach by a Party of any of its obligations hereunder, the non - breaching Party may seek injunctive or other equitable relief in any court of competent jurisdiction. A request by a Party to a court for interim measures shall not be deemed a waiver of the obligation to mediate and arbitrate. 22. Rights and Remedies. The rights and remedies provided by this Agreement are given in addition to any other rights and remedies either Party may have by law, statute, ordinance or otherwise. All such rights and remedies are intended to be cumulative, and the use of any one right or remedy by either Party shall not preclude or waive its right to any or all other rights or remedies. 23. Force Maieure. In the event either Party is prevented from performing any of the - -- obligations -or -duties- required- under= this= greement -by- reason of any event outside of such -" Party's control, including, without limitation, fire, weather, volcano, explosion, flood, epidemic, acts of God, war or other hostilities, strike, civil commotion, domestic or foreign governmental acts, orders or regulations ( "Force Majeure Event "), then the obligations or duties of such Party during the period of such Force Majeure Event, and for a reasonable time thereafter shall be suspended. If, due to a Force Majeure Event, the Event is canceled and cannot reasonably be rescheduled or the Event is not held in its entirety, then Host shall not be deemed to be in breach of this Agreement. In the case of cancellation due to a Force Majeure Event, the Parties agree to negotiate a date to reschedule the Event if practicable. 24. Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been given if hand delivered, or mailed via certified mail, return receipt requested, sent by facsimile, or sent by overnight courier such as Federal Express or DHL, if sent to the parties as follows: If to Host: With Copy to: Town of Avon Eric Heil, Town Attorney 1 Lake Street Heil Law & Planning, LLC Avon, CO 81620 1499 Blake Street, Unit 1- GAttn: Larry Brooks, Town Manager Denver, CO 80202 (or to such other person or address as Host shall furnish to WTC in writing) If to WTC: World Triathlon Corporation 2701 North Rocky Point Drive, Suite 1250 Tampa, FL 33607 Attn: Trisha Figueroa, General Counsel /Legal Department (or to such other person or address as WTC shall furnish to Host in writing) 25. No Waiver of Rights. If either Party fails to enforce any of the provisions of this Agreement or any rights hereunder or fails to exercise any election provided in the Agreement, it Page 9 of 17 Confidential WTC's Initials: Host's Initials: i will not be considered to be a waiver of those provisions, rights or elections or in any way affect the validity of the Agreement. The failure of either Party to exercise any of these provisions,, rights or elections will not preclude or prejudice such Party from later enforcing or exercising the same or any other provisions, rights or elections which it may have under the Agreement. 26. Severability. If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. 27. No Oral Modifications. No modifications to this Agreement shall be binding upon the parties unless modified, amended, cancelled, renewed or extended in writing and signed by both _parties.- - -- - - - -- -- - - 28. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between or among the parties, except as specifically provided herein. Except as explicitly set forth herein, there are no promises, conditions, representations, understanding, interpretations or terms of any kind as conditions or inducement to the execution hereof or in effect among the parties. 29. Headings. The section headings included in this Agreement are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. 30. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original binding document but all of which shall constitute one and the same instrument. 31. Article X, Section 20 /TABOR. The Parties understand and acknowledge that the Town is subject to Article X, § 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 Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the 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 Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. Page 10 of 17 Confidential WTC's Initials: Host's Initials: IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last written below as mutual acceptance of the terms, conditions and consideration contained herein. WORLD TRIATHLON CORPORATION TOWN OF AVON By Steve Meckfessel Chief Operations Officer Date: By Rich Carroll Mayor Date: Page 11 of 17 Confidential WTC's Initials: Host's Initials: 0 SCHEDULE A WIRING INSTRUCTIONS TO LICENSOR'S FINANCIAL INSTITUTION Bank Wire Transfer to: Bank Name: Bank of America, NY NY Routing Number: 026009593 Account Name: World Triathlon Corporation Account Number: 898023633213 SWIFT Code: BOFAUS3N Page 12 of 17 Confidential WTC's Initials: Host's Initials: SCHEDULE B Obligations and Undertakings of Host. For the Event, Host shall comply with providing the following, at no expense to WTC, unless otherwise agreed to in this Agreement, in its performance under this Agreement: ➢ Provide lifeguards for the swim portion in Nottingham Lake (not exceeding 6) Provide trash & recycle containers and removal for the site (excluding dumpsters) Provide a team for cone placement, road sweeping and road closure assistance. ➢ Complimentary electricity in park (where outlets pre- exist) -_— 9 Assist in IronKids =Avon - poster -- distribution =in Avon -and Vail - (IroriKids fo supply pos ers — ➢ Have one designated staff member to present/speak at town council meetings on behalf of IronKids Assist in the coordination and communications between the different Town service departments ➢ Have one designated staff member to be on -site for the day before and day of the event To assist in communications plan for impact of race on the Town and its residents and hotels ➢ Host city will locally marketing and promote the event through budgeted funds of $9,500USD Page 13 of 17 Confidential WTC's Initials: Host's Initials: SCHEDULE C Obligations and Undertakings by WTC. For the Event WTC shall comply with providing the following, at no expense to Host, in its performance under this Agreement: ➢ Naming rights as official IronKids Avon sponsor ➢ Brand exposure through all IronKids print and electronic media relating to the event ➢ One partner - supplied article to be distributed as part of the monthly IronKids newsletter ➢ Brand placement on the IronKids Avon race course ➢ Town of Avon specific consumer research (survey) distributed directly through the -- IronKids- database- - - - - -- ---- ------------ - - - - -- - - — - - - -- ➢ Opportunity to sell sponsorship against the event (regulations to be discussed) ➢ Provide all race operations to perform a safe and quality event including: Chip timing company (results), race announcer, registration process, triathlon clinic, race course (design, signs, cones), volunteers (in conjunction with Town of Avon assistance for call - out), staff (Swim, Bike, Run, Transition, Finish Line, Volunteer, Registration, Awards, Merchandise Coordinators), transition area, communications plan, finishers medals, t- shirts & bags, awards ceremony, media, etc. ➢ Provide all course and venue equipment (barricades, cones, bike racks, signage, finish line structure, light towers, tables, tents, etc.,) ➢ Contract and pay for required EMS and Police ➢ Coordinate with Town departments for effective communication plan, venue design, road closure plan, load - in/out plan ➢ Provide significant impact notices via door hangers, direct mail and electronic road signs Page 14 of 17 Confidential WTC's Initials: Host's Initials: SCHEDULE D Trademark Standards and Usage Guidelines • KIDS • K. Page 15 of 17 Confidential WTC's Initials: Host's Initials: Brand Logo Specifications World Triathlon Corporation's ( "WTC's) IRONKIDS and K -DOT trademarks (the "Marks ") must be used consistently and not altered. Modifications, variations and incorrect use of the Marks can dilute the distinctiveness of the Marks and create consumer confusion and are not permitted. You play a vital role in protecting the integrity of the Marks. Please familiarize yourself with the following Trademark Standards and Usage Guidelines and follow them diligently when using the Marks in connection with your retail marketing, advertising and promotions and licensed products. All uses of the Marks must be approved by WTC prior to use, including use on materials, products, apparel or other items. — - ---- - - - - -- ------- - - - - -- ---- - - - - -- -- -- - - -- Ifyou have any questions regarding the use of the IRONKIDS or K -DOT trademarks, please contact one of the following: Michelle Payette 813.868.5908 or Michelle(@ironman.com Lisa Herbst 813.868.5937 or Trisha.Figueroa @iromnan.com Carolyn Richards 813.868.5922 or Carol y!2(a-),ironman.com Approvals Process Mark Approval Process WTC must approve all uses of the Marks prior to usage, without exception. All approval requests for use of the Marks on all printed materials, manuals, products, catalogs, brochures, website content, or anything that contains a Mark are to be forwarded to the following: approvals(a,ironman. com Digital images of printed materials and websites, etc. should be included with your emailed approval requests. Samples Approval Process (If applicable) After the final Mark Approval Process is complete, and no later than forty -five (45) days prior to the sale, distribution, promotion or other public disclosure or exploitation of any such printed materials, manuals, products, catalogs, brochures, website content, or any item that contains the Marks, LICENSEE shall furnish to WTC, free of cost, for WTC's written approval, three (3) samples of such item. Any proposed item submitted to WTC's for its approval that is not Page 16 of 17 Confidential WTC's Initials: Host's Initials: approved by WTC in writing within fifteen (15) days after receipt thereof shall be deemed disapproved by WTC. The preferred method of providing these samples is via email in the form of a digital image or photograph of the item. Please forward all samples to the following: trademarksamples@ironman.com General Guidelines Listed below are guidelines for usage of the K -DOT and IRONKIDS logo on all items. IRONKIDS must be a single word, never hyphenated. - - - - - -2. "IronKids"-is always capital letter "I" and capital Leiter "K" when used in title case. 3. The K -DOT in the IRONKIDS logo must be offset via color differentiation. 4. The IRONKIDS logo must be displayed in its entirety as described above, with no portion omitted. 4. The IRONKIDS logo may be reduced or enlarged as needed. 5. Nothing may be added or superimposed to the IRONKIDS logo. 6. WTC uses PMS Reflex 286 Blue with the K -DOT in the IRONKIDS logo and alone, and PMS 186 Red for the "IRON" "IDS" as part of the IRONKIDS logo. "IRON" and "IDS" must be printed in a solid color and the K -DOT must be in a different solid color. WTC must pre - approve the use of colors other than the standard Blue and Red. 7. The K -DOT may be used in a stand -alone form in PMS 286 Blue. 8. WTC must approve all uses of the IRONKIDS and K -DOT trademarks prior to usage. Trademark Claim Notice Notice must be given to the consuming public that World Triathlon Corporation (WTC) claims ownership of the IRONKIDS stylized logo and the K -DOT logo. Therefore, both of the following legal notices must appear on all packaging, printed materials and websites and should be no smaller than 6pt type. IRONKIDS® and K- DOTf' are trademarks of World Triathlon Corporation. Used here by permission. IRONKIDS® should be displayed using the ®. K -DOT'M should be displayed using the TM Page 17 of 17 Confidential WTC's Initials: Host's Initials: