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Home My WebLink AboutC99-002 Vail Valley Foundation1999 WORLD ALPINE SKI CHAMPIONSHIPS FOUND ON SPONSORSHIP AGREEMENT Prmdding leadership EAGLE COUNTY in athletic, educational and and sustain r an .al `"sustain THIS AGREEMENT is made and entered into as of the 22i'1D tohance day of October, en the quality of life in 1998, by and between the Vail Valley Foundation ("V VF"), a non-profit, tax exempt, the Vail valley charitable organization organized under the laws of the State of Colorado and EAGLE COUNTY ("Sponsor"). Board of Directors WHEREAS, one of the charitable purposes of V VF is to foster involvement in President Gerald R. Ford national and international sports competitions and cultural programs; Adam M. Ann Una D. Black Carorolyn S. Blount WHEREAS, VVF has been selected by the Federation Internationale de Ski Marlene L. Ball ("FIS") to organize the 1999 World Alpine Championships in Vail, Colorado, USA: Bjorn K. Borgen James Berry Craddock Jack R. Crosby WHEREAS, V VF is interested in generating gross receipts from sponsorship Andrew P. Daly Harry H. Frampton, III donations to support the 1999 World Alpine Championships taking place from January John Men. Garnsey 30 to February 14, 1999 (the "Event"), as well as events taking place prior to and after, George N. Gillett, Jr. Gilbert R. Giordano and including the time period from November I to January 29, 1999 (the Pepi J. Gremshammer "Championships Season"), and wishes to provide reasonable acknowledgment for Steve N. Haber Martha B. Head sponsorship support; William J. Hybl Maim, W. Kelton Jack R Kemp WHEREAS, Sponsor desires to obtain certain sponsorship fights and V VF desires Henry R. Kravis Peter W. May to provide such rights to Sponsor, as,described herein; F.uhugh Scott, Emeritus Michael S. Slifer Rodney E. Slifer NOW, THEREFORE p , in consideration of the remises and of the mutual covenants Oscar L. Tang and promises contained herein, the parties hereto agree as follows: M n he ohn M John Garnsey 1. RIGHTS GRANTED TO SPONSOR. 1999 Warld Alpine Sponsor is granted the rights specified in this Section 1. Sponsor agrees that (i) this Ski championships Agreement shall be nonexclusive, (ii) additional sponsors have been and will continue to 1994 Word islor.nrain be solicited and granted identical or similar rights as those granted in this Section 1, and Bike Clwmpioruhipn (iii) no rights are granted hereby with respect to any activities of V VF other than as 1989 World Alpine Ski Championships specified herein. AEI World rorum (a) Use of the V VF Marks. Sponsor shall have the right to use the trademarks America, Ski Classic and championship logos set forth on Exhibit A ("V VF Marks"); provided, NS Alpha, World Cup however, that such use shall be only for display or promotional purposes or on rn ads of vol Sponsor's letterhead and shall be in the format set forth in Exhibit B hereto and rand (a, the rature shall not otherwise be used in connection with the sale or promotion of 'Ford Sponsor's products. 1Jaald R.rmd ' Amphitheater (b) Programs. Sponsor shall have the sight to be listed as a sponsor in the Hmnblorvcr A", and Scholarships Official Program. fail International Ounce restleal (c) Hosted ReceptiorLsffl a ns ' a 'ties. El ht (8 ' vitations to Welcome Party ewe{ }rnvltat ons to Ga ; eight i in to Opening Ceremonies, Press Party and Athlete Par, ; a three (3) P.O. Box 309 invitations to FIS Party; hosted by V VF in connects ith Event, Sponsor Vail, Colorado 81658 970-949-1999 Fax 970,949.9265 e-mail tvfopsOvail.net A Colorado 501 (c) (3) Nonprofit Carporation 14� shall be granted free access to such receptions and any food and drink charges applicable to such guests at such receptions shall be borne by VVF. (d) Credentials. VVF shall also provide Sponsor with eight (8) VIP credentials which provide access to skiing at Vail and Beaver Creek during the time period from January 30 to February 14, 1999, subject to all applicable rules governing the use of such credentials. VVF shall provide Sponsor with 16 credentials authorizing representatives of Sponsor to access to the hospitality tents established by VVF during the Event. (e) Gifts. VVF shall provide Sponsor with four (4) Sponsor gifts and one (1) Championships Season gift, to be determined by VVF in its sole discretion. (f) Tickets. VVF shall provide Sponsor with eight (8) tickets to the American Repertory Ballet performance on February 4, 1999. 2. OBLIGATIONS OF SPONSOR. In consideration of the rights granted in Section 1 hereof, Sponsor hereby agrees to the following obligations: (a) Sponsorship Fee. Sponsor shall pay to VVF at the address set forth below, c/o Accounting Department, for the rights granted under Section 1 above, a Sponsorship Fee in an amount of $72,540.00, of which a balance of $18,180 remains to be paid on January 1, 1999. 3. LIMITATIONS ON SPONSOR RIGHTS. In addition to the provisions, conditions and undertakings set forth in other sections herein, the rights granted to Sponsor are subject to the following understandings, limitations and conditions: (a) Sponsor agrees that the VVF Marks are and shall remain VVF's property and shall at all times be under the control and supervision of VVF. (b) The right to use the VVF Marks does not constitute and may not be used to imply the endorsement of Sponsor's products, and the VVF Marks are not licensed herein as certification marks or an indication of a particular standard of quality. (c) The rights granted hereby are personal to Sponsor and Sponsor shall not assign, transfer or sub -license any or all of the rights granted herein to any third party without the written consent of VVF. 4. PRIOR REVIEW BY VVF. Sponsor agrees that it will not use the VVF Marks or any reproduction thereof on any products, in any promotional or display material or in any other manner, and may not manufacture, produce, distribute or give away any Sponsor products without VVF's prior written approval. 5. INDEMNIFICATIONS. (a) VVF hereby indemnifies and agrees to defend and hold Sponsor and its agents, servants, employees, officers, directors and other officials harmless from any loss, liability, damage, cost or expense (including reasonable attorneys' fees), arising out of any claims, or suits, arbitration, governmental inquiry or other proceeding against any of them by reason of or alleging any unauthorized or infringing use by Sponsor of the VVF Marks, to the extent such use was pursuant to the terms of this Agreement. (b) Sponsor hereby indemnifies and agrees to defend and hold VVF and its agents, servants, employees, officers, directors, members, the Organizing Committee, its members, and other officials harmless from any loss, liability, damage, cost or expense (including reasonable attorneys' fees), arising out of any claims, suits arbitration, governmental inquiry or other proceeding against any of them by reason of or relating to (i) the manufacture, distribution, promotion, offering for sale and sale of Sponsor's products, (ii) any Sponsor promotion permitted hereunder, or (iii) any breach or failure to perform by Sponsor of any terms or covenants contained in this Agreement, including without limitation any claims against any of them by reason of or alleging any unauthorized or infringing use by Sponsor of any patent, process, trade secret, copyright, trademark, or publicity right or other similar property (other than the VVF Marks covered by this Agreement) or any alleged defects (design, manufacturing, handling or other) or inherent dangers in Sponsor's products, or any other article or the use thereof. 6. TERMINTATION. (a) VVF shall have the right to terminate this Agreement upon 45 days' notice to Sponsor without prejudice to any rights which it otherwise may have, whether in law, or in equity, or otherwise, upon the occurrence of any one or more of the following events (herein called " defaults"): (b) In the event Sponsor violates, breaches or defaults in performing any of the provisions of this Agreement and does not fully cure such violation, breach or default within 45 days written notice from VVF, VVF may, at its option, terminate this Agreement by written notice of termination to Sponsor, and Sponsor shall pay or donate to VVF within 30 days or, in the case of donated lodging, as agreed to herein, without further demand any amounts or goods which would otherwise have been due VVF pursuant to this Agreement but for such termination. If such payments or goods, as the case may be, are not remitted as set forth above, Sponsor consents to the entry of judgment for such amount by a court having jurisdiction over Sponsor or any of its assets. In addition, VVF shall be entitled to sue for injunctive relief and other consequential damages, including reasonable attorneys' fees incurred by VVF as a result of any such violation, breach or default by Sponsor. (c) In the event VVF violates, breaches or defaults in performing any of the provisions of this Agreement, and does not fully cure such violation, breach or default within 45 days written notice from Sponsor, Sponsor may, at its option, terminate this Agreement by written notice of termination to VVF. In the event of such termination, Sponsor shall be excused from all further (but not past due or subsequently earned) payment obligations hereunder, and the pro -rated amount of any Sponsorship Fee paid in advance will be refunded to Sponsor. �%d 11400 (d) In the event of termination of this Agreement pursuant to this Section 6, Sponsor will refrain from further use of the VVF Marks or any further reference to all or each of them, direct or indirect, or any simulation of the VVF Marks. 7. FORCE MAJEURE. In the event that the Event does not take place, in whole or in part, due to any act of God or force maj eure, including without limitation, weather, fire, floods, strike, labor dispute or similar cause beyond the control of the parties, then Sponsor shall not be entitled to any refunds of any monies or donated items. 8. MISCELLANEOUS. (a) Entire Agreement. This Agreement constitutes the entire agreement between Sponsor and VVF and supersedes all prior agreements and understandings relating thereto. This Agreement may be amended or supplemented only by a writing signed by Sponsor and VVF. (b) Governing Law and Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without giving effect to principles of conflict of laws. (c) Relationship of the Parties. The relationship of Sponsor and VVF hereunder shall be solely that of independent contractors and nothing herein shall be construed to create or imply any relationship of employment, agency, partnership or any relationship other than that of independent contractors. Sponsor and VVF acknowledge and agree that each of them is engaged in a separate and independent business and neither shall state, represent or imply any interest in or control over the business of the other. (d) Notices. All notices and other communications provided for hereunder shall be in writing and shall be deemed effective only if and when sent via telefacsimile, delivered by hand, sent by airmail, postage prepaid, or delivered by overnight courier service, addressed as follows: To VVF: Vail Valley Foundation, Inc. P.O. Box 309 Vail, Colorado 81658 Telefacsimile: (970) 949-9265 Attention: Rosalie Hill Isom To Sponsor: Telefacsimile Attention: v v VVF MARKS AND CHAMPIONSHIP LOGOS �vw EXHIBIT B FORMAT FOR PERMITTED USE OF CHAMPIONSHIP LOGOS SPONSOR MUST UTILIZE LOGO FORMAT INDICATED ON EXHIBIT A WITH THE FOLLOWING TEXT ON PRINT APPLICATIONS INCLUDING LETTERHEAD: "A PROJECT OF THE 1999 WORLD ALPINE SKI CHAMPIONSHIPS ORGANIZING COMMITTEE" DISTRIBUTION Originals to: 1. Co9tract Book 2. Cooies to: i. Accounting 2- — 3. 140! M IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. EAGLE COUNTY VAIL VALLEY FOUNDATION r �� -``fit::`' • - �