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2015 JAS Festivalis 1 2015-2017 Presenting Sponsorship Contract — Exhibit A Jazz Aspen Snowmass / Town of Snowmass Village JAS Labor Day Experience $150,000 Value VISIBILITY Marketing a 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 Experience 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 • snowmasstoudsm.com will be featured on JAS website for lodging options ® TOSV/SNOWMASS TOURISM to produce :15-:30 spot to be featured on the three JAS Labor Day LED Screens prior to and in between each act ® JAS will make best efforts in getting artists to recognize they are in Snowmass, even Aspen/Snowmass, but not Aspen! Banners/signage • TOSV/SNOWMASS TOURISM logo to be featured on side stage LED screens (Labor Day only) • TOSV/SNOWMASS TOURISM logo to be featured on center stage LED screen at both the June and Labor Day events • Two (2) banners outside Patron tent (Labor Day only) ® Three (3) banners on Patron tent fencing (Labor Day only) ■ Eight (8) additional banners throughout event grounds including entrance (Labor Day only) ® JAS to produce entrance banners for June event featuring Snowmass logo • Web page banner and link ENTERTAINMENT/TICKET ■ Forty (40) 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 Experience Fifty (50) Labor Day general admission tickets per day Option for TOSVISNOWMASS TOURISM to switch out Patron Tickets for General Admission tickets based on equal values 25% discount on additional tickets for employees and customers General admission tickets made available for promotions that support JAS Labor Day even Discounted general admission Labor Day tickets for Snmvxnaasslodges tnbundle with discounted room rates for attractive JAS/lodging packages (these discounted tickets will be used solely by lodges for quest special lodging/event packages) ' Tickets prices will beequal toJAS early bird pricing throughout the entire sales period PROMOTIONS " JAS to provide 1 O'x2O'tent for TOSVISNOWMASS TOURISM promotions at the Labor Day Event inthe JAS Village = Right hodistribute promotional materials at exit ofmain stage shows. " TOSV/SN{DWMASSTOURISM may stuff program guides |nadvance with flyers that promote related mail activity • Exclusive privilege to use JAS Aspen Snowmass name and logo in corporate marketing and promotion ° JAS toprovide TOSV/SNOVVMASSTOURISM with enend ofseason wrap-up paokoge with complete marketing &PRinformation, audience profiles, etc. " Opportunity to blast JAS database with special event of TOSV/SNOWMASS TOURISM's choice message inconjunction 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 tupromote 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 = $150,000 cash to be paid toJazz Aspen Snowmossin 2015,2O18and 2017 in them yearly payments scheduled: ' July 2O15.2O10.2O17 - August 2O15.2018.2O17 - September 2U15.201G.2O17 " Annual appropriates are subject to Colorado TABOR laws as described in the contract. Town of S M Print Name: Notice Address: SPONSORSHIP AGREEMENT This Sponsorship Agreement is made on the last date of execution below and is between the Town of Snowmass Village (TOSV)/Snowmass Tourism and Jazz Aspen Snowmass (JAS) a Colorado not- for-profit Corporation. Subject to the conditions set forth in this Agreement, JAS hereby appoints TOSV/SNOWMASS TOURISM as a 2015-2017 Presenting Sponsor of the JAS Aspen Snowmass Labor Day Experience, and the TOSWSNOWMASS TOURISM hereby accepts such appointment. The following are the terms and conditions of the sponsorship agreement dated April 8, 2015 between JAZZ ASPEN SNOWMASS (JAS) and the Town of Snowmass Village. In consideration for sponsorship recognition, TOSV/SNOWMASS TOURISM agrees to contribute $150,000 on an annual basis to JAS for the Presenting Sponsorship. Pursuant to TABOR, funding for 2016, and 2017 is subject to annual appropriation during TOSV budget review, and adoption of the appropriation, which is usually completed in October in the year preceding the budget year. The Snowmass Tourism Office, as the TOSV department responsible for requesting appropriation of the funds necessary to perform this contract, agrees to present budget requests in compliance with this Agreement for 2016 and 2017 to the Town Council of TOSV and use bet efforts to cause the adoption thereof. TOSV agrees to give immediate notice to JAS Aspen Snowmass of appropriation. In the event of non - appropriation, the agreement shall be terminated and written notice of such termination shall be given no later than November 151h in any year 11. Unless extended in accordance with this Article, this Agreement terminates on September 15, 2017. Ill. JAS agrees to comply will all permit requirements. If permit requirements are not met, funds may be withheld. IV. Other than as specifically set forth in this Agreement, JAS will not use the name or mark TOSV/SNOW MASS TOURISM or any other trademark registered TOSV/SNOW MASS TOURISM, including without limitation, the TOSV/SNOWMASS TOURISM logo, or make representations regarding same without TOSV/SNOWMASS TOURISM's written consent. In addition, if TOSV/SNOWMASS TOURISM consents to the preceding, TOSV/SNOWMASS TOURISM 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. V. 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. VI. 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/SNOWMASS TOURISM will be refunded a pro - rata portion of its sponsorship donation, in an amount mutually determined by JAS and TOSV/SNOWMASS TOURISM. VII. General. This Agreement does not create a joint venture, partnership, principal -agent, employer-employee or similar relationship between JAS and TOSV. 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. Vi|}. Due to differing property ownership and potential conflicting existing sponsorship goals with the different Event venues available to SnowmaasTouhom' all Event sponsors, oxhibitom, odvn/Ueem and vendors must be oppmvod, in writing by 8nowmaeaTouhsm. at least 30 days prior to the commencement ofthe Event, In order to preserve the desired image of Snowmaeo Village as an inclusive and exciting community and resort, particular scrutiny will be focused on oponaom, exhibi1ore, advertisers and vendors of tobacco products or tobacco paraphernalia; sex products or paraphernalia; cannabis m|a0ad pmducto, penaphome|io and/or infonnaUun.Snovmnono Tourism naoemea the right to, in Snmwmaas Tourism's sole diaorehon, refuse to permit any sponsor, exhibitor, advertiser orvendor bo sponsor, exhibit, advertise, vend orotherwise participate inonEvent. Gysigning below ma 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. Print Namp:� Title: -271,11-v- 11741;,44he