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2013 JAS Festival SHOWMASS 2013 Presenting Sponsorship Contract— Exhibit A Jazz Aspen Snowmass/Town of Snowmass Village JAS Labor Day Festival (Aug. 30-Sept. 1, 2013) $195,000 Value VISIBILITY Marketing ■ Logo in all JAS print advertising, posters, special supplements, direct mail, etc. ■ One full page,4-color ad in the Official JAS June& Labor Day Programs published by the Aspen Times ■ Opportunity to purchase one additional full page, 4-color ad at a discount ■ Acknowledgement in all radio promotion as hosted by Snowmass Village, CO ■ On-stage acknowledgment, all performances(both festivals) ■ Category Exclusivity ■ 1-800-SNOWMASS presented as preferred lodging call-to-action for June and Labor Day festivals in all print, radio and television advertising where lodging mention is appropriate ■ JAS to dedicate webpage to Snowmass Lodging packages based on information received by lodges ■ snowmasstourism.com will be featured on JAS website for lodging options ■ TOSV to produce:15-:30 spot to be featured on the three JAS Labor Day LED Screens prior to and in between each festival act ■ JAS will make best efforts in getting artists to recognize they are in Snowmass, even Aspen/Snowmass, but not Aspen Banners/signage • Two(2) logo banners, prominently placed stage left&right(Labor Day only) • Two(2) banners outside Patron tent(Labor Day only) ■ Three(3) banners on Patron tent fencing (Labor Day only) ■ Eight(8)additional banners throughout Festival grounds including entrance(Labor Day only) ■ JAS to produce stage banners for June Festival featuring Snowmass logo ■ JAS to produce entrance banners for June Festival featuring Snowmass logo • Web page banner ENTERTAINMENT/TICKET ■ Thirty(30) Gold (upgraded Silver) Patron Weekend Passes with reserved table seating (Labor Day only) ■ Three (3)8-seat Gold Tables ■ Twenty(20)Silver Patron Weekend Passes with Patron tent access(Labor Day only) ■ Four(4)Silver Patron Weekend Passes with Patron tent access for the JAS June Festival = Fifty(50) Labor Day festival general admission tickets per day ■ 25%discount on tickets for employees and customers ■ General admission tickets made available for promotions that support JAS Labor Day event OT(+ ■ Discounted general admission Labor Day tickets for Snowmass lodges to bundle with discounted room rates for attractive JAS/lodging packages (these discounted tickets will be used solely by lodges for guest special lodging/event packages) - Tickets prices will be equal to early bird pricing throughout the entire sales period PROMOTIONS • JAS to provide 10'x20'tent for TOSV promotions at the Labor Day Festival in the JAS Village • Right to distribute promotional materials at exit of main stage shows. • TOSV may stuff program guides in advance with flyers that promote related mall activity • Exclusive privilege to use Jazz Aspen Snowmass name and logo in corporate marketing and promotion • JAS to provide TOSV with an end of season wrap-up package with complete marketing& PR information, audience profiles, etc. • Inclusion of text sign in option in one JAS email to entire data base of 10,000+ • Opportunity to blast JAS database with a Culinary&Arts Fest(or other special event of TOSV's choice)message in conjunction with existing JAS email message • JAS to produce email postcard highlighting Snowmass lodging specials for both festivals, to be distributed to all relevant contacts in the JAS data base upon artist announcements • JAS to promote individual lodging specials through social networking sites • JAS to promote retail/after-dark opportunities occurring in Snowmass over the festival weekend through social networking sites, screen slides(when appropriate)and email blasts JAS TO RECEIVE ■ $195,000 cash to be paid to Jazz Aspen Snowmass in 2013 in three payments scheduled: - July, 15, 2013 - August 15, 2013 - September 15, 2013 Jazz As .e Sno ss Town of Sno By., OX/ int irtame: Print Name: Notice Address: l o Notice Address: `��='x �`' I C� + (i 5 2h do 'S 0 c 0--G S,/( 6 t5 Phone: i o 6 Phone: Emafl j W r Z- 0.z2�5 Qh Email: 5 , Date: t �7♦ �� S�Vw ��1 t �r,y Date: J SPONSORSHIP AGREEMENT This Sponsorship Agreement is made on the last date of execution below and is between the Town of Snowmass Village (TOSV)and Jazz Aspen Snowmass(JAS)a Colorado non-profit Corporation. Subject to the conditions set forth in this Agreement,JAS hereby appoints TOSV as a 2013 Presenting Sponsor of the Jazz Aspen Snowmass Labor Day Festival, and the TOSV hereby accepts such appointment. The following are the terms and conditions of the sponsorship agreement dated June 18,2093 between JAZZ ASPEN SNOWMASS(JAS)and the Town of Snowmass Village, 1. In consideration for sponsorship recognition,TOSV agrees to contribute$195,000 to JAS for the Presenting Sponsorship. Additional terms of sponsorship are outlined In Exhibit A, II. Unless extended in accordance with this Article,this Agreement terminates on September 15,2013. Ill. Other than as specifically set forth in this Agreement,JAS will not use the name or mark TOSV or any other trademark registered TOSV,including without limitation,the TOSV logo,or make representations regarding same without TOSV s written consent. In addition,if TOSV consents to the preceding,TOSV must approve each use of the above referenced marks or representations in writing and prior to use by JAS. This Article survives termination of this Agreement. IV. JAS agrees to indemnify and hold harmless TOSV,its directors,officers,agents,employees,contractors,and other representatives from and against any and all loss or liability,including reasonable attorneys fees and costs, in connection with any claim or suit arising out of the operation of the Event and not directly attributable to the act of omission of TOSV or arising out of any failure by JAS to comply with the terms of this Agreement,except to the extent such loss or liability results from the gross negligence or willful misconduct of TOSV,its principals,agents, employees,contractors,and other representatives. V. Neither party is responsible for force majeure events beyond its reasonable control in performing its obligations under this Agreement,limited to acts of God,civil unrest,and civil authority orders. Notwithstanding this provision,if the Event should be canceled for a force majeure event and not rescheduled,TOSV will be refunded a pro-rata portion of its sponsorship donation,in an amount mutually determined by JAS and TOSV. VI. General. This Agreement does not create a joint venture,partnership,principal-agent,employer-employee or similar relationship between JAS and TOW This Agreement is binding upon the parties,their successors and assignees and neither party may assign this Agreement without the prior written approval of the other party. This Agreement represents the entire agreement between JAS and TOSV,supersedes all other agreements regarding similar subject matter,and may not be modified except by a mutual written agreement. The parties may execute this Agreement in any number of counterparts and through various written media such as facsimile and certified digital signature,each of which is deemed an original and valid execution. By signing below we agree to the terms and conditions following and warrant and represent that we have the proper authority to bind our companies under any applicable laws. Jazz As n Sno a Town of, tnr V,' ge B . By: Print Name: W Print dame: Title: � �{ ha Title: C Notice Address: W Q Notice Address: Phone: t 90 •`O Phone: E-mail: _ orn W i �•. �0 q22 a,5 Q� E-mail: Seto wwta�'�,o��