HomeMy WebLinkAboutC12-286 Event Sponsorship Agreement AGREEMENT FOR EVENT SPONSORSHIP This Agreement for Event Sponsorship (this "Agreement ") is entered into as of the 3 day of August, 2012, between, Eagle County Regional Airport dba FlyVail.com , a Colorado Corporation (Hereinafter referred to as "Sponsor "), and Vail Valley Foundation, a Colorado nonprofit corporation (Hereinafter referred to as "WF "), with respect to USA Pro Cycling Challenge Stage 4 (Hereinafter referred to as "Event "), to be held at Beaver Creek Village in Avon, CO (the "Location "). Sponsor and WF collectively hereinafter referred to as "The Parties ". 1. Term. This Agreement is entered into by Sponsor and WF with respect to the period of the Event only (the "Term "), which is currently scheduled to occur on August 23, 2012. In addition to any other termination rights hereunder, in the event Sponsor breaches any provision hereof and such breach continues uncured for 10 days after WF provides written notice to Sponsor of such breach, WF, at its option, may terminate this Agreement by written notice to Sponsor; however, Sponsor will still remain liable for any past due or subsequently earned amounts. 2. Obligations of WF; Sponsorship Benefits. Subject to performance of Sponsor's obligations hereunder, during the Term, WF will provide for Sponsor's benefit the following promotional and other sponsorship benefits all of which Benefits are nonexclusive to Sponsor. Unless expressly stated otherwise, Sponsor is responsible for and shall pay all costs associated with the Benefits. No merchandising rights (including rights to distribute premiums), or license to use the names and logos of WF, the Location or the Event are granted hereby, unless expressly stated in an attached Exhibit A. The only rights of Sponsor hereunder with respect to the Event, the Location, WF and activities and attributes of the Event, the Location or WF are the rights to receive the Benefits as specified herein and in accordance with all terms hereof; all other rights are hereby retained by WF. Citizens Ride Jersey Sponsor: • 10 x 10 footprint in Beaver Creek • One (1) Banner, Non -Comp, in Expo Space • Ability to place one (1) promotional item in Event Gift Bag 3. Obligations of Sponsors Sponsorship Fee; Payments. Sponsor shall pay to WF in cash (without reduction, setoff or counterclaim) One Thousand Two Hundred ($1,200.00) dollars. Payment in full is due net thirty (30) days from the execution date of this agreement. If any amount payable hereunder is not paid when due, such amount shall bear interest until paid at the lesser of 1.5% per month and the maximum rate then permitted by law. Value In Kind ('VIK "). If consideration other than cash ( "VIK ") is agreed to by VVF in exchange for WF granted sponsor rights and benefits, all terms and conditions of such ( "VIK ") to be provided by Sponsor to WF shall be outlined in Exhibit B attached hereto and incorporated herein by this reference. 4. WF Approval Rights. The form, content and presentation of each Benefit shall be subject to the prior written approval of WF, and to the rules of the Event, the Location and any other location or area at which any Benefit may be held or presented, and any legal requirements, including, without limitation, the requirement that Sponsor participants execute release and indemnity agreements provided by WF. Sponsor shall not be permitted to include in any Benefit (or in related material) any advertising for (or other reference to) any product or service that competes with any product or service of any sponsor, licensee or marketing partner of WF or its affiliates. For each Benefit that includes material to be broadcast, published, distributed, displayed or made public, Sponsor shall prepare and produce, at Sponsor's expense, such material in final form and provide such material to WF for its prior written approval, in each case with reasonable notice and adequate opportunity to review (and revise if necessary) prior to the first date on which such material is to be broadcast, published, distributed, displayed or otherwise made public. In the event of a breach of this Section 4 by Sponsor, WF, at its option, may terminate this Agreement by written notice to Sponsor; however, Sponsor will still remain liable for any past due or subsequently earned amounts. 5. Charitable Organization Restrictions. Sponsor acknowledges and agrees that WF is a charitable organization and is subject to various restrictions imposed by federal and state laws. Without limiting the generality of the foregoing, any Benefits which include any advertising or promotional rights (including, without limitation, signage and program advertising) may only utilize Institutional Advertising, which means displays or other advertisements that do not contain comparative or qualitative language, price information or other indications of savings or value, or an inducement to purchase, sell or use Sponsor's products or services, or to take any action with respect to Sponsor. 6. Substitution for Unavailable Benefits; Force Majeure. Due to circumstances beyond the reasonable control of Sponsor or WF, it may be impossible or impracticable to provide one or more Benefits (each an "Unavailable Benefit "). With respect to any Unavailable Benefit, Sponsor and WF shall consult regarding a substitute therefor, and following such consultation, VVF may provide, in lieu of such Unavailable Benefit, a substitute promotional or other benefit having promotional value not materially less than that of the Unavailable Benefit. By doing so, VVF will satisfy all obligations to provide the Unavailable Benefit. In the event that either the Event, or any portion thereof, does not take place or is postponed, in whole or in part, due to any act of God or force 1 Cl a- AaP majeure, including without limitation, weather, fire, floods, strike, labor dispute or similar cause beyond the control of the parties, then (a) this Agreement shall continue in full force and effect with respect to the portion of the Event which is held, if any, even if held at a different place or date than contemplated hereunder and (b) Sponsor shall not be entitled to any refunds of any cash or donated items and WF shall not be liable to Sponsor for any damages as a result thereof. Notwithstanding the foregoing, due to weather, national emergency or other events, VVF may determine to move the date and time of the Event and may do so without the consent of Sponsor. • CLSL •- • --- - k - • - - - directors, officers al .1- - •• _ : . - - • - - • - , -=• • - - - • • - • - .. -- harmless from and a... • - • arising fro . • • • -. • • • : - - .. :: _ _ • "•, _ . : . - •.. - - - -, a inquiry • • - • .. •. - • - . . ... • • • • . • • • " . • es o ponsor er- " . - , • - , : - , priv. '..• ••- • _- _- -• - - • -.• -• • •• rig ht license or other int- -. - - •• -■• • - • • .rran unsafe ha ard• • .- -. - • •• • - - • - .'• -• - . . .•. I • . ct • ••• 8. Notices. All notices and other communications provided for hereunder shall be in writing and shall be effective only if and when delivered by hand, by prepaid certified United States mail (return receipt requested) or by overnight courier service, addressed as follows (and by notice in accordance with the following, either party may from time to time change its name or address for notice): If to Sponsor: If to WF: Eagle County Regional Airport Vail Valley Foundation P.O. Box 850 P.O. Box 309 500 Broadway Vail, Colorado 81658 Eagle, CO 81631 Attn: Chris Anderson Attn: John McGuire Phone: 970.328.2649 Phone: 970.777.2015 Fax: 970.328.2687 Fax: 970.949.9265 9. Miscellaneous. This Agreement constitutes the entire agreement between Sponsor and WF and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may be amended or supplemented only by a writing signed by Sponsor and VVF. This Agreement will be binding upon the parties hereto and their successors and permitted assigns. Neither this Agreement nor any of Sponsor's rights and obligations hereunder may be assigned by Sponsor without the prior written consent of WF, and any purported assignment or delegation without such approval shall be null and void. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of laws principles. Exclusive and sole jurisdiction and venue for any dispute concerning this Agreement will be in the federal or state courts located in the City and County of Denver, Colorado. Each party hereby accepts and submits to the jurisdiction of each of the afoi courts with respect to any action, suit or proceeding brought by it or against it by the other party, and each party waives any objection to the venue for any such action, suit or proceeding being in such courts. If any portion of this Agreement is held to be invalid, the balance, notwithstanding, will continue in full force and effect. This Agreement may be executed in counterparts and by facsimile signature, each of which will be deemed to be an original and all of which will constitute one and the same document. 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the respective dates set forth below to become effective on the day and year first written above: Eagle County Regional Airport The Vail Valley Foundation A Colorado Corporation A Colorado nonprofit corporation By: / � By: //7 �' Name: Name: Michael Imhof E Title: for �Gr Title: VP, Operations & Sales Date: L- 7/ Date: /� C 3 CHARTIS AEROSPACE INSURANCE SERVICES, INC. CERTIFICATE OF COMMERCIAL LIABILITY INSURANCE This certificate is issued for informational purposes only. It certifies that the policies listed in this document have been issued to the Named Insured. It does not grant any rights to any party nor can it be used, in any way, to modify coverage provided by such policies. alteration of this certificate does not change the terms, exclusions or conditions of such policies. Coverage is subject to the provisions of the policies, including any exclusions or conditions, regardless of the provisions of any other contract, such as between the certificate holder and the Named Insured. The limits shown below are the limits provided at the policy inception. Subsequent paid claims may reduce these limits. Producer: Named Insured: AON RISK SERVICES CENTRAL, INC. EAGLE COUNTY AIRPORT 245 N. WACO,SUITE 420 WICHITA, KS 67202 500 BROADWAY EAGLE, CO 81631 General Liability Insurer Name: NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Policy Number: AP 003229274 -19 Policy Effective Date: June 1, 2012 Policy Expiration Date: June 1, 2013 $ 1,000,000. Each Occurrence Limit $ 100,000. Damage To Premises Rented To You Limit (any one premises) $ 3,000. Medical Expense Limit (any one person) Limits $ 1,000,000. Personal & Advertising Injury Aggregate Limit of $ 2,000,000. General Aggregate Limit Insurance $ 1,000,000. Products /Completed Operations Aggregate Limit Hangarkeepers Limit $ 1,000,000. Each Aircraft Limit $ 100,000,000. Each Loss Limit $ 2,500. Hangarkeepers Deductible (each aircraft) General Aggregate Limit applies per: Policy Project 1 Location Description of Operations /Locations /Endorsements /Special Provisions THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED PER FOR CGL191 ATTACHED TO THIS POLICY. PREMISES LIABILITY INCLUDING ON- PREMISES AUTO LIABILITY. Additional Insured Status YES THIS CERTIFICATE DOES NOT GRANT ANY COVERAGE OR RIGHTS TO THE CERTIFICATE HOLDER. IF THIS CERTIFICATE INDICATES THAT THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED, THE POLICY(IES) MUST EITHER BE ENDORSED OR CONTAIN SPECIFIC LANGUAGE PROVIDING THE CERTIFICATE HOLDER WITH ADDITIONAL INSURED STATUS. THE CERTIFICATE HOLDER IS AN ADDITIONAL INSURED ONLY TO THE EXTENT INDICATED IN SUCH POLICY LANGUAGE OR ENDORSEMENT. Cancellation In the event of cancellation of any policy described above, the insurer will attempt to mail days written notice to the certificate holder prior to the effective date of cancellation. However, failure to do so will not impose duty or liability upon the insurer, its agents or representatives, nor will it delay cancellation. • Certificate Holder: CLASSIC BICYCLE RACING, LLC 1515 ARAPAHOE, TOWER ONE, 10TH FLOOR DENVER, CO 80202 Certificate No. 1 Authorized Representa ' • — • August 6, 2012 AT Date of Issue CGL309 (3/05) Includes copyrighted material of Insurance Services Office, Inc. with its permission ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name of Additional Insured Person(s) or Organization(s): CLASSIC BICYCLE RACING, LLC, MEDALIST SPORTS, LLC, THE USA PRO CYCLING CHALLENGE, ITS OFFICIALS, SPONSORS, PROMOTERS AND ORGANIZERS, THE STATE OF COLORADO, THE HOST CITIES, PROPERTY OWNERS, LAW ENFORCEMENT AGENCIES OR PUBLIC ENTITIES PROVIDING SUPPORT FOR THE EVENT; AND EACH OF THEIR RESPECTIVE PARENT, SUBSIDIARY AND AFFILIATED ENTITIES, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, MEMBERS, AGENTS, CONTRACTORS, EMPLOYEES, VOLUNTEERS, SUCCESSORS AND ASSIGNS (COLLECTIVELY THE "CBR PARTIES "). Information required to complete this Schedule, if not shown above, will be shown in the Declarations. SECTION II - WHO IS AN INSURED is amended to include as an additional Insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. All other provisions of this policy remain the same. This endorsement becomes effective August 6, 2012 to be attached to and hereby made a part of Policy No. AP 003229274 -19 issued to EAGLE COUNTY AIRPORT By NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA Endorsement No. 13 Date of Issue August 6, 2012 AT By G' (Authorized Representative) CGL191 (3/05) Includes copyrighted material of Insurance Services Office, Inc. with its permission o A RE, CERTIFICATE OF LIABILITY INSURANCE i D08/.7/2.'2 ') THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 1- 303 -773 -9999 CONTACT Anita Bruner NAME: Arthur J. Gallagher Risk Management Services, Inc. PHONE 303 - 889 - 2574 FAX 303 889 - 2575 (A /C, No. Ext): I (A /C, No): 6399 S. Fiddlers Green Cir E ADDRESS: bruner@ajg.com jg•com Suite 200 Greenwood Village, CO 80111 INSURER(S) AFFORDING COVERAGE NAIC# Karen Graham INSURERA: Colorado Counties Casualty & Property INSURED INSURERB: SAFETY NATL CAS CORP 15105 Eagle County INSURER C : P.O. Box 850 INSURERD: Eagle, CO 81631 INSURERS: INSURERF: County Worker's Compensation Pool COVERAGES CERTIFICATE NUMBER: 28615458 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTR INSR WVO POLICY NUMBER (MM /DD/YYYY) (MM /DD /YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE 1$ 7 COMMERCIAL GENERAL LIABILITY PR PREMISES (RENTED (Ea occurrence) $ CLAIMS -MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEML AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG $ POLICY PRO- LOC $ JECT A AUTOMOBILELIABILITY X PER PARTICIPATION CERT. 01/01/12 01/01/13 COMBINEDSINGLELIMIT 250,000 (Ea accident) $ X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident) $ AUTOS AUTOS ( ) X HIRED AUTOS NON -OWNED PROPERTY DAMAGE AUTOS (Per accident) X Claims Mad $ I UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ 1 DED RETENTION $ $ WORKERS COMPENSATION SP4045250 WC STATU OTH- AN D EMPLOYERS' LIABILITY YIN 12/31/11 12/31/12 X TORY LIMITS ER ANY PROPRIETOR /PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1, 000, 000 OFFICER /MEMBER EXCLUDED? N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT I $ 1,000,000 F County Workers' Comp. Pool SP4045250 12/31/1 12/31/12 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) Classic Bicycle Racing LLC, Medalist Sports LLC, USA Pro Cycling Challenge, its officials, sponsors, promotors and organizers; the State of Colorado, the Host Cities, Property Owners , Law Enforcement Agencies or Public Entities providing support for the Event and each of their respective parent, subsidiary and affiliated entities, officers, directors, partners, shareholders, members, agents, contractors, employees, volunteers, successors and assigns are named additional insured as respects Auto Liabilty coverage only, per written contract with the named insured regarding August 23, 2012 US Pro Cycling Challenge event. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Classic Bicycle Racing, LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1515 Arapahoe AUTHORIZED REPRESENTATIVE Tower One, 10th floor Denver, CO 80202 / USA © 1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD anibru 28615458 DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 08/07/2012 NAME OF INSURED: Eagle County Additional Description of Operations /Remarks from Paqe 1: Additional Information: Carrier F: CWCP is a qualified Self Insured Pool and is reinsured by Carrier C SUPP (05/04)