05-04-2015 Radiate Live Events Per 4th Annual Reds, Whites & Brews Festival[OXiN W41 I T�INA
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
THIS AGREEMENT is made and entered into on May 4, 2015, by and between the Town of Avon ( "AVON "), a home
rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 8162o and RADIATE LIVE
EVENTS ( "RADIATE LIVE EVENTS "), a Colorado Limited Liability Company, with its principal offices at Radiate Live Events, 5670
Greenwood Plaza Blvd., Suite 5o6 W, Greenwood Village, Colorado, 8o111.
In consideration of the mutual promises and agreements herein contained and for other good and valuable consideration, and
on behalf of themselves, their successors and assigns, the parties hereto agree as follows:
RECITALS
WHEREAS, the parties recognize the mutual benefits of RADIATE LIVE EVENTS producing and AVON hosting the "4th Annual
Reds, Whites & Brews Festival ", on June 20, 2015 ( "FESTIVAL "). It Is the parties' intention that this Agreement define the
duties, obligations and conditions with respect to the production of the FESTIVAL so that it Is conducted in a manner and
direction to be established by both parties, and so that this Agreement is consistent with and governed by the provisions of the
Avon Municipal Code, as may be applicable; and,
WHEREAS, the parties desire to set forth the terms and conditions of a Special Event Permit to use a portion of Nottingham
Park and the Avon Performance Pavilion as defined below in paragraph 1 as the Premise; and,
NOW, THEREFORE, for good and valuable consideration, including the mutual promises contained herein, the sufficiency of
which is acknowledged and accepted by the parties, the parties agree as follows:
TERMS AND CONDITIONS
1. PREMISES
1.1 The FESTIVAL begins on Friday, June 19th, in various restaurants and bars in the Town of Avon, between the hours of
5:00 p.m. and 12:0o a.m. Live music and wine and beer tastings are planned in these businesses, which shall hold a
current Avon Business License. The areas where these businesses are located herein shall be referred to as
"RESTAURANT PREMISE ". RESTAURANT PREMISE shall be identified by business name not later than May 4, 2015.
1.2 The site of the FESTIVAL on June 20th (herein referred to as the "PAVILION /PARK PREMISE ") shall be the Avon
Performance Pavilion, Harry A. Nottingham Park, including the Picnic Shelter, but not the Avon Recreation Center,
Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, Tennis Courts and Nottingham Lake and Beach.
RADIATE LIVE EVENTS is granted an exclusive right of use of the PAVILION /PARK PREMISE on June 20, 2015, from 7:00
a.m. through 11:oo p.m.; RADIATE LIVE EVENTS shall also have rights to the PREMISE on June 19, 2015 from 7:0o a.m. to
7:00 p.m. and on June 21, 2015 from 7:oo a.m. to 5:oo p.m. for the sole purposes of FESTIVAL set -up, break -down and
site clean -up.
1.3 The RESTAURANT PREMISE and PAVILION /PARK PREMISE shall herein be referred to as "ALL PREMISES ".
2. PERFORMERS - RADIATE LIVE EVENTS agrees to contract with a Tier Two performer(s) for acts produced in the
PAVILION /PARK PREMISE on June 20, 2015, and Town of Avon restaurants and bars on Friday, June 19, 2015.
3 PERFORMANCE HOURS AVON- -and - -RADIATE - LIVE- -EVENTS agree - that FESTIVAL. stage .acts.,may be .,performed only on
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
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Saturday, June 20 from 9:oo a.m. to 9:oo p.m. RADIATE LIVE EVENTS shall complete and submit a Sound Permit Application
($loo application fee waived) pursuant to Avon Municipal Code 5.24. It is further agreed that the dates and times are to be
strictly adhered to. RADIATE LIVE EVENTS shall pay a penalty of one hundred dollars ($1oo.00) per minute for music, public
address announcements, or sound checks that occur before or after any time period in which such music or announcements
are permitted.
4. MAXIMUM CROWD SIZE
4.1 RADIATE LIVE EVENTS agrees the daily number of persons paying for admission shall not exceed twenty -five hundred
(2,500) on June 20th of the FESTIVAL. This includes children age 13 and older. Children ages twelve and under shall be
issued a wristband but shall not be counted as part of the 2,500 paid admissions and are not subject to the Admission
Ticket Fee. Twenty -five hundred persons paying for admission maybe exceeded with the written consent of the Town
Manager.
4.2 In addition, up to two hundred (200) complimentary or free admissions for staff, performers, guests, and
concessionaires shall be allowed on June 20th,
4.3 Should RADIATE LIVE EVENTS be unable to provide for those services described in Section 4 below for 2,500 persons,
RADIATE LIVE EVENTS shall limit ticket sales to the number of people able to be accommodated by the services
provided. RADIATE LIVE EVENTS shall submit evidence to the Town Manager of available services for the number of
tickets allowed. RADIATE LIVE EVENTS may be required to limit complimentary tickets and /or ticket sales to adjust for
any disparity.
4.4 RADIATE LIVE EVENTS shall provide to the Town Manager a manifest of all types of attendees prior to RADIATE LIVE
EVENTS placing order for tickets /wristbands or by not later than May 4, 2015. Included with the count will be the script
for each type. A distinct wristband for those 21 and over shall also be described by number needed, logo and script.
RADIATE LIVE EVENTS shall provide a plan to the Town Manager for release of the wristbands before and during the
event. AVON's control of the wristbands is to ensure the attendance count within the PAVILION /PARK PREMISE and to
account for the AVON ticket admission fees.
5. RADIATE LIVE EVENTS RESPONSIBILITIES
5.1 PAVILION /PARK PREMISE SET -UP & TEAR DOWN PLAN - RADIATE LIVE EVENTS shall provide a park set -up and tear
down plan to the Town Manager by 5:00 p.m., May 4, 2015. The plan shall include a schedule for installation /removal
and a map of all proposed structures including but not limited to stage lighting and sound truss /systems and
management areas, green room furniture and /or bar, event terrace, gates (entrance /exit and emergency blow -out),
fences, tents, portable facilities, and crowd management areas.
5.2 PARKING & TRANSPORTATION PLAN — RADIATE LIVE EVENTS shall provide to the Town Manager, by 5:00 p.m., May 4,
2015, a plan which details mass transportation needs and parking locations for all attendees at ALL PREMISE. in
addition, the plan shall provide for parking lot lighting and the volunteer /paid staffing for all parking lots.
5.2.1 Agreements with property owners for the use of parking lots shall be provided by not later than May 15, 2015, to
the Town Manager by RADIATE LIVE EVENTS.
5.2.2 Agreements with ECO Transit to accommodate FESTIVAL goers going to /from the Vail Transportation Center and
those traveling east bound from Eagle, Gypsum, etc. during the FESTIVAL shall be provided by not later than May
15, 2015, to the Town Manager by RADIATE LIVE EVENTS.
5.2.3 RADIATE LIVE EVENTS shall provide directional signage plan by not later than May 15, 2015 which shall detail the
direction provided to both vehicular and pedestrian traffic. This plan shall include types of signage used,
quantity, location and installation /removal dates. Directional signs shall be of high quality, withstand weather
elements and affix securely to the ground. Handwritten directional signs are not acceptable.
5.3 PEDESTRIAN TRAFFIC PLAN - RADIATE LIVE EVENTS shall provide to the Town Manager a plan which details pedestrian
ingress and egress from all parking lots utilized for the FESTIVAL by May 4, 2015. In addition, the plan shall provide for
lighting of public pathways, where applicable, and the volunteer /paid staffing for needed for safe ingress /egress to
FESTIVAL at ALL PREMISES.
5.4 SECURITY PLAN — RADIATE LIVE EVENTS shall provide to the Town Manager a plan which details the security and law
.enforcementneeds. for - the. FESTIVALatALL.PREMtS.ESby May.4, 2015 —The, plan shall a.nnounce.which performers have
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
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been booked and shall include, but not be limited to, security needs for alcohol sales, crowd management, entry gate
security checks, communication plan for law enforcement and emergency response agencies, chain of command, and
external support from AVON and Eagle County Sheriff's office. Contracts for services with security agencies shall be
presented or a date to have such contracts shall be provided.
5.4.1 Based upon the plan, the AVON Town Manager shall determine in its sole discretion the number of law
enforcement officers it shall provide for the event. RADIATE LIVE EVENTS shall provide all security, as
approved by the Town Manager, for the FESTIVAL, including requirements for communication radios for
AVON staff and RADIATE LIVE EVENTS personnel to be identified by shirts or hats, if needed, to fully
implement the security needs of the FESTIVAL.
5.4.2 RADIATE LIVE EVENTS shall provide adequate proof to the Town Manager that through fencing, crowd
management measures, or other means, the main athletic fields and other facilities in Nottingham Park are
protected from damage.
5.5 MEDICAL AND EMERGENCY RESPONSE PLAN —RADIATE LIVE EVENTS shall provide to the Town Manager a plan which
details the medical response and emergency response agencies and protocols for the FESTIVAL at ALL PREMISES by
May 4, 2015. Contracts for services with emergency response agencies shall be presented or a date to have such
contracts shall be provided to the Town of Avon.
5.6 SANITATION & RESOURCE RECOVERY - RADIATE LIVE EVENTS shall provide to the Town Manager a plan which details
the sanitation facilities and resource recovery (reduction and recycling) program by May 4: 2015. The plan shall cover
the ALL PREMISES, parking lots and pedestrian pathways to and from parking lots. The number and location of
portable sanitation facilities, dumpsters, trash cans, recycling bins shall be provided as well as the timeframes detailed.
Avon shall require copies of all contracts for services by not later than June 1, 2015.
5.7 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town business. RADIATE LIVE
EVENTS agrees to use Comcast provided internet service for lawful purposes only. Any transmission or re- transmission
of material in violation of any federal or state laws or regulations is expressly prohibited. This extends to and includes,
but is not limited to, any copyrighted materials, content communications deemed to be abusive, threatening or
obscene, or any content or communications prohibited by trade secrets.
5.7.1 Through Comcast AVON shall provide access to the internet through TOA- Public secured with an
EVENT password for the express use of RADIATE LIVE EVENTS's box office /ticket sales, EVENT
merchandise sales, vendor booth sales and media only. TOA- Public bandwidth is 50 megabits down /10
megabits up. AVON shall increase the bandwidth through Comcast to loo megabits down /10 up
during festival hours. Under no circumstances shall RADIATE LIVE EVENTS share the passcode with
the general public.
5.8 INSURANCE & INDEMNIFICATION
5.8.1 RADIATE LIVE EVENTS agrees to indemnify the Town of Avon, its officers, agents and employees, and to hold
them harmless against any and all claims, actions, demands or liabilities, including attorney fees and court costs,
for injury, death, damage or loss to person(s) or property arising out of or directly or indirectly resulting from
RADIATE LIVE EVENTS' actions or omissions in connection with the conduct of the FESTIVAL.
5.8.2 RADIATE LIVE EVENTS shall obtain general liability Insurance coverage within the minimum limits set below
naming AVON as an additional insured and AVON and its officers, agents and employees against any and all
liability and damages which may arise out of or directly or indirectly result from the conduct of the FESTIVAL. The
policy dates shall include the entire range of dates for which Town property is used. The minimum limits and
requirements of the coverage shall include: $1,000,000 per occurrence primary coverage, and $3,000,000 annual
aggregate; 3o days' notice of cancellation; host and general liquor liability insurance in the same amounts listed
above; $3,000,000 personal and advertising injury coverage; and $50,000 fire damage.
5.8.3 RADIATE LIVE EVENTS shall provide to AVON proof of Comprehensive Automobile Liability insurance for any
private motor vehicles owned by RADIATE LIVE EVENTS or its officers, agents, or employees that are used as part
of the FESTIVAL. The insurance policy shall provide that it is primary insurance and that its coverage will apply
prior to utilization of AVON's general liability coverage.
5.8.4 Written evidence of such generatliability and alcohol liability.ps�licies and.cs�ver�ge shallwbe provided to the Town
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
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Manager no later than June 1, 2015, at 5:00 p.m. All insurance policies shall be non - cancelable without thirty (30)
days prior notice to AVON.
5.8.5 The parties hereto understand and agree that AVON is relying on, and does not waive or intend to waive by any
provision of this Agreement, the monetary limitations (presently $150,000 per person and $600,000 per
occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity
Act, Section 24- 10 -1o1 et seq., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its
officers, agents, or employees.
5.8.6 RADIATE LIVE EVENTS shall not be relieved of any liability, claims, demands, or other obligations assumed
pursuant to paragraph 7.1 of this Agreement by reason of its failure to procure or maintain insurance or by reason
of its failure to procure or maintain insurance in sufficient amounts, duration, or types.
5.9 MISCELLANEOUS
5.9.1 LIQUOR LICENSE: RADIATE LIVE EVENTS shall be solely responsible for identifying a nonprofit to acquire a
liquor license for the FESTIVAL. The application for the license and all insurance and indemnification
requirements pursuant to AVON Municipal Code 5.o8.17o shall be the responsibility of RADIATE LIVE EVENTS and
its' nonprofit. The contract for services between RADIATE LIVE EVENTS and its nonprofit is part of this
Agreement and herein referred to as "Exhibit A ". The application will be due to the Avon Town Clerk not later
than April 15, 2015
5.9.2 RADIATE LIVE EVENTS shall ensure there is adequate lighting on the perimeter fence, along the recreational
path to backstage, behind concessions, to the VIP tents, portable restrooms, public pathways to/from parking
lots, parking lots and to the Box Office.
5.9.3 RADIATE LIVE EVENTS shall provide signs at the entrance to the FESTIVAL stating the rules for use PREMISE,
from Friday, June 19, 2015 at 7:oo a.m. to Saturday, June 20, 2015, at 1o:oo p.m. Signage for FESTIVAL rules and
attendee information at the PAVI LION /PARK PREMISE shall be reviewed by AVON prior to posting.
5.9.4 Stakes are not to be driven into the ground along any pathways, athletic fields, parking lots or grassy areas with
underground sprinkler systems without prior permission from the Town Manager.
5.9.5 RADIATE LIVE EVENTS in its marketing and advertising shall notify attendees about alcohol restrictions, resource
recovery priorities, parking and transportation systems, no dogs allowed and all other matters deemed necessary
by the Town Manager for the advanced informational needs of FESTIVAL attendees.
5.9.6 To the extent licensed personnel, such as electricians, medical, emergency response or health official, are
required to conduct certain services or inspections, RADIATE LIVE EVENTS shall abide by these local and State
requirements.
5.9.7 RADIATE LIVE EVENTS acknowledges and understands that all rules outlined in Resolution 13 -26 and attached
hereto, shall apply to the 2015 RADIATE LIVE EVENTS event.
5.9.8 RADIATE LIVE EVENTS agrees to make every effort to retain volunteers and paid staff from qualified persons
residing in the Town of Avon or Eagle County.
5.9.9 BOND — RADIATE LIVE EVENTS shall deposit a bond or other security instrument in a form acceptable to the
Town Manager and payable to the Town of Avon in the amount of $5,00o. The bond is intended to secure
payment of actual admissions' fees, damages, repairs, clean-up, or any other payment or penalty due AVON
under the terms of this Agreement. The bond is due at the Town of Avon Finance office no later than 5:00 p.m.
on June 1, 2015. The bond, less any appropriate funds for payment, if any, shall be refunded to RADIATE LIVE
EVENTS by July 31, 2015.
6. AVON RESPONSIBILITIES
6.1 AVON shall provide financial support in the amount of $6,000 to RADIATE LIVE EVENTS. Payment shall be made within
thirty (3) days of execution of this Agreement.
6.2 AVON shall provide in kind support to RADIATE LIVE EVENTS in the amount not to exceed $4,000. In -kind support
includes, but is not limited to staff staging assistance, police, use of internet portal "TOA- Public ", traffic control, and
banner installation /removal.
6.3 AVON agrees and hereby waives the Town of Avon Special Event fee.
6.4 AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon name and logo
_brands. _.
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
Page 4 of 6
6.5 AVON shall to the greatest extent possible assist RADIATE LIVE EVENTS with leveraging existing Town sponsorships
and relationships in helping RADIATE LIVE EVENTS find hotel rooms in Avon lodging properties at discounted rates.
6.6 If RADIATE LIVE EVENTS produces banners for promotional purposes, AVON shall install /remove them in the following
locations: Avon Road Bridge Banner (2 banners; $100 application fee waived), Post Blvd. (# to be determined) and Avon
Road Round -a -bouts (# to be determined), after May 15, 2015.
6.7 AVON shall provide portable fence materials (stadium barricade — approx. goo linear feet), not already in use, located in
Town Park for use by RADIATE LIVE EVENTS.
6.8 AVON will ensure that the electrical stubs and outlets on the Avon Performance Pavilion, in the Park, along Lake Street
and on the north side of Town Hail are in good working order for the concessionaires. AVON shall provide 3 -phase
power originating on the Performance Pavilion for the stage, sound and lighting needed for live entertainment.
7. EVENT CANCELLATION —Either party may cancel the FESTIVAL in whole or in part, for any substantial reason beyond either
party's control. in the event of cancellation, neither party shall be liable to the other for any lost profits, lost revenues or
consequential damages.
7.1 The FESTIVAL may be canceled by the Town Manager if the terms of this Agreement are not substantially fulfilled in a
timely manner or in the event of an unforeseen catastrophic event, subject to a right to cure. Should AVON deem any
term or terms of this Agreement unfulfilled and wish to base cancellation thereon, AVON shall give RADIATE LIVE
EVENTS written notice and RADIATE LIVE EVENTS shall have 5 business days to cure the term or such longer time as
mutually agreed by the parties. Should RADIATE LIVE EVENTS cure, this Agreement shall continue in full force and
effect.
7.2 In the event of cancellation, AVON shall remit to RADIATE LIVE EVENTS all bonds minus any FESTIVAL related
expenditure incurred by AVON. If RADIATE LIVE EVENTS cancels the FESTIVAL after AVON has dedicated resources
toward production and notice of such cancellation is not given prior to May 19: 2015, RADIATE LIVE EVENTS shall pay
AVON five thousand dollars ($5,0oo) as liquidated damages within 3o days of the previously scheduled production date.
8. RELEASE OF LIABILITY
8.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said ALL PREMISE. AVON is
hereby expressly released and discharged from any and all liabilities for any loss, injury or damages to any person or
property of RADIATE LIVE EVENTS, its employees, agents, and concessionaires or of any performer or spectator that
may be sustained by reason of the occupancy of the PREMISE under this License Agreement, except for the sale
negligence of AVON or its officers, agents, employees.
8.2 in the event ALL PREMISE or any part thereof is damaged by fire or other natural causes or if for any other reason,
including strikes, failure of utilities, which results in cancellation of the FESTIVAL, or which in the judgment of the Town
Manager and Mayor, renders the fulfillment of this Agreement by AVON impossible, RADIATE LIVE EVENTS hereby
expressly releases and discharges AVON and its officers, agents and employees from any and all demands, claims,
liabilities, and causes of actions arising from any of the causes aforesaid.
9. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
REDS, WHITES & BREWS
Ms. Jen Radueg
567o Greenwood Plaza Blvd.
Suite 5o6W
Greenwood Village, Colorado, 8o111
COPY TO:
AVON
Town Manager, Town of Avon
P. O. Box 975
Avon, CO 81620
COPY TO: Director of Festivals & Special Events, Town of Avon, P.O. Box 975, Avon, CO 81620
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
Page 5 of 6
io. DISPUTES - In the event that suit is brought (or arbitration instituted) or any attorney is retained or employed by any party
to this Agreement to enforce the terms of this Agreement, to collect any money due hereunder, or to collect any money
damages for breach thereof, the prevailing party shall be entitled to recover, in addition to any other remedy,
reimbursement for reasonable attorney's fees orthe reasonable value of salaried attorney's time incurred in connection
therewith. Venue for any action of proceeding that arises out of any dispute under this agreement shall be in Eagle County,
Colorado.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written.
TOWN OF AVON
By and Through Its Town Manager
ATTEST:
By: ZA-761
in V-Q-
Debbie Hoppe, Town C er
Date: �Zl a 115
RADIA� i !!t �
Pete Benedetti, CEO
By:
Virginia C. Egger, To n I j er
Date: 5 . / (
L,rA, /i(S --
Date:
2015 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
Page 6 of 6
'I 1:� � h� I S&� 4 1/
RADIATE LIVE EVENTS, LLC
GENERAL CONTRACT FOR SERVICES
This Contract for Services is made effective as of March 31, 2015, by and between Radiate Live
Events, LLC of 5670 Greenwood Plaza Blvd, Suite 506W, Denver, Colorado 80111, and The
Samantha Remington Angel Heart Foundation of 4915 S. Vine Street, Cherry Hills Village, CO
80113 -7134.
1. DESCRIPTION OF SERVICES. Beginning on March 31, 2015, Radiate Live Events, LLC
will provide to The Samantha Remington Angel Heart Foundation the following services
(collectively, the "Services "):
Fully producing, promoting and selling sponsorships and vendors for the following events on
behalf of the Samantha Remington Angel Heart Foundation:
• Reds, Whites & Brews - June 19-20,2015 -Harry A. Nottingham Park, Avon, CO
• Winter Park Beer Festival - August 8, 2015 - Hideaway Park, Winter Park, CO
• Breckenridge Summer Beer Festival -August 29, 2015 -Beaver Run Resort &
Conference Center, Breckenridge, CO
2. PAYMENT. As payment for services, Radiate Live Events, LLC will sell and retain
sponsorship and vendor revenue from each event. Radiate Live Events, LLC will also act as the
advertising agency for these events and be reimbursed for pre - approved promotional and
marketing expenses plus a 15% commission fee included in the services.
If Samantha Remington Angel Heart Foundation fails to pay for the Services when due, Radiate
Live Events, LLC has the option to treat such failure to pay as a material breach of this Contract,
and may cancel thus Contract and /or seek legal remedies.
3. TERM. This Contract will terminate automatically on December 31, 2015.
4. WORK PRODUCT OWNERSHIP. Any copyrightable works, ideas, discoveries,
inventions, patents, products, or other information (collectively the "Work Product ") developed
in whole or in part by Radiate Live Events, LLC, in connection with the Services will be the
exclusive property of the Samantha Remington Angel Heart Foundation and will grant Radiate
Live Events, LLC the rights to utilize them to promote the events. The usage of the event names
and copyrights will be licensed to Samantha Remington Angel Heart Foundation for the calendar
year 2015 for the usage of event names from AlwaysMountainTime, LLC for the fee of $1.00
through December 31, 2015.
5. CONFIDENTIALITY. Radiate Live Events, LLC, and its employees, agents, or
representatives will not at any time or in any manner, either directly or indirectly, use for the
personal benefit of Radiate Live Events, LLC, or divulge, disclose, or communicate in any
manner, any information that is proprietary to the events for Samantha Remington Angel Heart
Foundation. Radiate Live Events, LLC and its employees, agents, and representatives will
protect such information and treat it as strictly confidential. This provision will continue to be
effective after the termination of this Contract. Any oral or written waiver by Samantha
Remington Angel Heart Foundation of these confidentiality obligations which allows Radiate
Live Events, LLC to disclose Samantha Remington Angel Heart Foundation's confidential
information to a third party will be limited to a single occurrence tied to the specific information
disclosed to the specific third party, and the confidentiality clause will continue to be in effect for
all other occurrences.
Upon termination of this Contract, Radiate Live Events, LLC will return to the Samantha
Remington Angel Heart Foundation all records, notes, documentation and other items that were
used, created, or controlled by Radiate Live Events, LLC during the term of this Contract.
6. WARRANTY. Radiate Live Events, LLC shall provide its services and meet its obligations
under this Contract in a timely and workmanlike manner, using knowledge and
recommendations for performing the services which meet generally acceptable standards in
Samantha Remington Angel Heart Foundation's community and region, and will provide a
standard of care equal to, or superior to, care used by service providers similar to Samantha
Remington Angel Heart Foundation on similar projects.
7. DEFAULT. The occurrence of any of the following shall constitute a material default under
this Contract:
a. The failure to make a required payment when due.
b. The insolvency or bankruptcy of either party.
c. The subjection of any of either party's property to any levy, seizure, general assignment for
the benefit of creditors, application or sale for or by any creditor or government agency.
d. The failure to make available or deliver the Services in the time and manner provided for in
this Contract.
8. REMEDIES. In addition to any and all other rights a party may have available according to
law, if a party defaults by failing to substantially perform any provision, term or condition of this
Contract (including without limitation the failure to make a monetary payment when due), the
other party may terminate the Contract by providing written notice to the defaulting party. This
notice shall describe with sufficient detail the nature of the default. The party receiving such
notice shall have 120 days from the effective date of such notice to cure the default(s). Unless
waived in writing by a party providing notice, the failure to cure the default(s) within such time
period shall result in the automatic termination of this Contract.
9. FORCE MAJEi1RE. If performance of this Contract or any obligation under this Contract is
prevented, restricted, or interfered with by causes beyond either party's reasonable control
( "Force Majeure "), and if the party unable to carry out its obligations gives the other party
prompt written notice of such event, then the obligations of the party invoking this provision
shall be suspended to the extent necessary by such event. The term Force Maj eure shall include,
without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence,
orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or
wars, or strikes, lock -outs, work stoppages. The excused party shall use reasonable efforts under
the circumstances to avoid or remove such causes of non - performance and shall proceed to
perform with reasonable dispatch whenever such causes are removed or ceased. An act or
omission shall be deemed within the reasonable control of a party if committed, omitted, or
caused by such party, or its employees, officers, agents, or affiliates.
10. ARBITRATION. Any controversies or disputes arising out of or relating to this Contract
shall be resolved by binding arbitration in accordance with the then- current Commercial
Arbitration Rules of the American Arbitration Association. The parties shall select a mutually
acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract.
In the event the parties are unable to agree to such a selection, each party will select an arbitrator
and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside
jointly over the matter. The arbitration shall take place at a location that is reasonably centrally
located between the parties, or otherwise mutually agreed upon by the parties. All documents,
materials, and information in the possession of each party that are in any way relevant to the
dispute shall be made available to the other party for review and copying no later than 30 days
after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify
any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the
power to issue mandatory orders and restraint orders in connection with the arbitration. The
decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgement may
be entered in conformity with the decision in any Colorado court having jurisdiction. The
agreement to arbitration shall be specifically enforceable tinder the prevailing arbitration law.
During the continuance of any arbitration proceeding, the parties shall continue to perform their
respective obligations under this Contract.
11. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and
there are no other promises or conditions in any other agreement whether oral or written
concerning the subject matter of this Contract. This Contract supersedes any prior written or oral
agreements between the parties.
12. SEVERABILITY. If any provision of this Contract will be held to be invalid or
unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting
such provision it would become valid and enforceable, then such provision will be deemed to be
written, construed, and enforced as so limited.
13. AMENDMENT. This Contract may be modified or amended in writing by mutual
agreement between the parties, if the writing is signed by the party obligated under the
amendment.
14. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the
State of Colorado.
15. NOTICE. Any notice or communication required or permitted under this Contract shall be
sufficiently given if delivered in person or by certified mail, return receipt requested, to the
address set forth in the opening paragraph or to such other address as one party may have
furnished to the other in writing.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Contract shall not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision of this Contract.
17. ATTORNEY'S FEES TO PREVAILING PARTY. In any action arising hereunder or any
separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded
reasonable attorney's fees and costs, both in the trial court and on appeal.
18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or
interpretation against the drafter is waived. The document shall be deemed as if it were drafted
by both parties in a mutual effort.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as of the date first above written. Kyle Clardy, Vice President of
the Board of Directors for the Samantha Remington Angel Heart Foundation, effective as of the
date first above written.
Service Recipient:
Samantha Remington Angel Heart F
By:
Kyle `lar
Service Provider:
Radiate Live Events, LLC
By:
l
Pete Benedetti, CEO for Radiate Live Events, LLC