05-27-2015 Avon Flavors of Colorado Event Agreementvon Endless
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C O L O R A D O
2015 AVON FLAVORS OF COLORADO EVENT AGREEMENT
THIS AGREEMENT is made and entered into on �3 , 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, 81620 and Highline Sports & Entertainment Inc., hereinafter referred to as
( "HIGHLINE "), a Colorado��+ted- bial+t ith its principal offices at 12 Vail Road., Suite 500,
Vail, CO 81657. Co?DC'a_�` [ o �
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 HIGHLINE producing and AVON hosting the
"2nd Annual Flavors of Colorado" in July 2015 (`EVENT'). It is the parties' intention that this
Agreement define the duties, obligations and conditions with respect to the production of the EVENT 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 the
Avon Performance Pavilion and a portion of Harry A. Nottingham Park 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
PREMISE - The site of the EVENT (herein referred to as the "PREMISE ") shall be a portion of Harry
A. Nottingham Park and the Avon Performance Pavilion, but not the Picnic Shelter, Avon Recreation
Center, Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, or Tennis Courts (as
depicted on Attachment "A "). HIGHLINE is granted an exclusive right of use of the PREMISE from
July 24, 2015 at 7:00 a.m., through 12:00 midnight, July 26, 2015. HIGHLINE shall also have rights
to the PREMISE on July 23 and 27, 2015 from 7:00 a.m. to 5:00 p.m. for the sole purposes of EVENT
set -up, break -down and site clean -up.
2. EVENT HOURS - AVON and HIGHLINE agree that the EVENT shall conform to the times and dates
set forth in 2015 Flavors of Colorado Event Overview Proposal, Attachment °Bp. HIGHLINE shall
complete and submit a Sound Permit Application, if applicable ($100 application fee to be waived)
pursuant to Avon Municipal Code 5.24. It is further agreed that the dates and times are to be strictly
adhered to.
3. HIGHLINE RESPONSIBILITIES
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EVENT AGREEMENT
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3.1 EVENT MARKETING, SPONSORSHIP 8 TALENT AQUISITION — HIGHLINE shall provide the
following services to the EVENT during the Term of this Agreement for the successful production
of the EVENT as outlined in Attachment "C ";
3.1.1 Events Components. HIGHLI NE to secure chefs, artists, bands, music performers and
any other vendors needed for the successful implementation of the event. The Town's
expectation is that the number of artists will be increased in the "Art Gallery' element listed
in Attachment B from the 2014 event and space will be expanded to accommodate in the
Premise. Bands and music performers will be approved by Town Manager prior to
booking.
3.1,2 Event Marketing, Promotions & Sponsorship. HIGHLINE to develop and implement an
Event marketing plan including print, radio, social, broadcast and /or any other marketing
platforms and promotions that may be available to assure a successful event and secure
sponsorship of the event. HIGHLINE in its marketing and advertising shall notify attendees
about alcohol and recreational marijuana restrictions, resource recovery priorities, parking
and transportation systems, no dogs allowed and all other matters deemed necessary by
the Town Manager or designee for the advanced informational needs of EVENT attendees.
3.1.3 Success Metrics - Event Intercept Survey /Post -Event Survey. HIGHLINE to conduct a
post -event survey via email within 72 hours. The survey instrument questions, number of
participants to be surveyed and dates of use, as wel I as the date for providing AVON a draft
and final report shall be provided to AVON by not later than June 8, 2015, for approval.
3.1.4 Email and Text Message Collection. HIGHLINE will provide a method of collection of
email addresses and text message numbers for event participants and in compliance with
applicable laws to AVON by no later than June 8, 2015, 5:00 p.m. AVON shall exclusively
own the collected email addresses and text message numbers for purposes of promoting
future AVON events. This will be outlined in the Event Marketing & Sales Plan, Attachment
C.
3.2 LIQUOR LICENSE - HIGHLINE shall be solely responsible for identifying an Avon nonprofit to
acquire a liquor license and manage the provision of liquor sale and dispensing for and during the
EVENT. Application for the license and all insurance and indemnification requirements pursuant
to AVON Municipal Code 5.08.170 shall be the responsibility of HIGHLINE and it's nonprofit. The
application will be due to the Avon Town Clerk not later than June 8, 2015
3.3 PAVILIONIPARK SET -UP 8, TEAR DOWN PLAN - HIGHLINE shall provide an EVENT set -up
and tear down plan to the Town Manager by 5:00 p.m., June S. 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, entry points, tents, portable facilities, booths, tables,
seating, , and other areas cf event elements.
3.4 STAFFING — HIGHLINE shall be responsible for all staffing and volunteer needs of the EVENT.
3.5 OPERATIONS & EQUIPMENT - HIGHLINE shall be responsible for all EVENT operations,
equipment, and all equipment rentals for the EVENT.
3.6 SECURITY PLAN — HIGHLINE shall provide to the Town Manager a plan which details the
security needs for the EVENT by June 8, 2015. The plan shall announce which
taient/perforrners /vendors have been contracted for the EVENT and shall include, but not be
limited to, security needs for alcohol sales, crowd management, communication plan for law
enforcement and emergency response agencies, communication plan for operations with AVON
personnel, 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.
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EVENT AGREEMENT
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3.7 MEDICAL. AND EMERGENCY RESPONSE PLAN — HIGHLINE shall provide to the Town
Manager a plan which details the medical response and emergency response agencies and
protocols for the EVENT by June 8, 2015, 5:00 p.m, Contracts for services with emergency
response agencies shall be presented or a date to have such contracts shall be provided.
3.8 EVENT LIGHTING - HIGHLINE shall ensure there is lighting on the EVENT PREMISE from dusk
until the conclusion of evening activities of the event including but not limited to; along the
recreational path to backstage, behind concessions, to any tents, portable restrooms, public
pathways tolfrom parking lots, parking lots and event entry points, if applicable.
3.9 SANITATION & RESOURCE RECOVERY - HIGHLINE shall provide to the Town Manager a plan
which details the sanitation facilities and resource recovery (reduction and recycling) program by
June 11, 2015. The plan shall cover the PREMISE, 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 30, 2015.
3.10 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to
Town business. HIGHLINE 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.
3.10.1 Through Comcast AVON shall provide access to the internet through TOA- Public
secured with an EVENT password for the express use of HIGHLINE's box officeiticket
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 100 megabits down /10 up during festival hours. Under no
circumstances shall HIGHLINE share the passcode with the general public.
3.11 EVENT STATUS MEETINGS /EVENT MILESTONE SCHEDULE -- Highline to adhere to
the Event Status Meeting /Event Milestone Schedule, Attachment "D ".
3.12 INSURANCE & INDEMNIFICATION
3.12.1 HIGHLINE 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 HIGHLINE'S actions or
omissions in connection with the conduct of the EVENT.
3.12.2 AVON agrees to indemnify the HIGHLINE, 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 AVON'S' actions or omissions in
connection with the conduct of the EVENT
3.12.3 HIGHLINE 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 EVENT. 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 $2,000,000
annual aggregate; and $4,000,000 umbrella, 30 days' notice of cancellation; $1,000,000
host and general liquor liability insurance; $1,000,000 personal and advertising injury
coverage; and $50,000 fire damage.
3.12.4 HIGHLINE shall provide to AVON proof of Comprehensive Automobile Liability insurance
for any private motor vehicles owned by HIGHLINE or its officers, agents, or employees
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EVENT AGREEMENT
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that are used as part of the EVENT. 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.
3.12.5 Wrltten evidence of such general liability and alcohol liability policies and coverage shall
be provided to the Town Manager no later than June 8, 2015, at 5:00 p,m. All insurance
policies shall be non - cancelable without thirty (30) days prior notice to AVON.
3.12.6 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 -101 et
seq., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its officers,
agents, or employees.
3.12.7 HIGHLINE 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.
3.13 AVON TRADEMARKS
3.13.1 Avon's Marks, including EVENT logos, are and shall remain the sole and exclusive
property of Avon. HIGHLINE shall not hold itself out as having any ownership rights with
respect to Avon's Marks or, except as may be specifically granted hereunder, any other
rights herein. Any and all goodwill associated with any such rights shall inure directly and
exclusively to the benefit of AVON.
3.13.2 Subject to the terms and conditions of this Agreement, AVON hereby grants to
HIGHLINE a non - exclusive, non - transferable, revocable and limited license to reproduce
AVON's Marks in connection with (i) the Event; and (ii) carrying out any other HIGHLINE
obligations under this Agreement. Except as expressly permitted hereunder, HIGHLINE
hereby covenants and agrees that it will make no use of Avon's Marks. HIGHLINE shall
have no right to sublicense its rights under this license.
3.13.3 HIGHLINES use of AVON's Marks shall be strictly subject to the prior written approval of
the Town Manager, which approval may be granted or withheld in Town Manager's
discretion. Notwithstanding any provisions hereof to the contrary, prior to the printing or
reproduction of any AVON Marks pursuant to this agreement, HIGHLINE shall provide
AVON with samples of all such materials for AVON's review and approval or disapproval.
3.13.4 Any trademarks, logos or other intellectual property developed by AVON or by HIGHLINE
in connection with its EVENT services provided hereunder shall be the property of AVON.
4. AVON FINANCIAL RESPONSIBILITIES
4.1 Attachment °E° sets forth the Approved Budget ( "Budget ") for the Event. Based upon the
Budget AVON shall provide financial support to HIGHLINE up to but not exceeding
$118,122 in payments as follows:
4.1.1 Payment of 1/3, ($39,000.00) shall be made upon execution of this Agreement.
4.1.2 An additional 113 ($39,000.00) payment upon completion of event milestones as
agreed in Attachment "D" by June 1, 2015,
4.1.3 Final payment of up to 113 ( $40,122.00), which shall cover the final Approved
Budget following completion for the EVENT, and subject to the following
conditions:
4.1.3.1 Final Intercept/Post Event Survey being provided, summary information
outlining outcomes of each aspect of the EVENT
4.1.3.2 Final EVENT revenue and expense accounting, including sufficient
evidence that AVON may determine that the HIGHLINE has fully complied with
all conditions of this Agreement and any applicable Special Event Permits
required by AVON and that any outstanding debts owed to AVON; including
contracts for service, sales tax collected or any other debt incurred through the
production on the Event, have been paid in full.
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EVENT AGREEMENT
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4.1.3.3The above fees include HIGHLINE operating overhead, and general
administrative expenses associated with the EVENT, HIGHLINE agrees to bill to
the Budget. Any additional revenues collected above the Budget shall be to the
credit of AVON and will be used to reduce the Towns contribution.
4.1.3.4AI1 EVENT costs above and beyond those set forth in the Budget must
be approved in writing and in advance by the Town Manager and will be passed
through with satisfactory back -up documentation by HIGHLINE, at net cost, to
AVON. AVON shall not be responsible for any unapproved costs.
4.1.4 An additional $10,000.00 will be paid, if needed, for music entertainment
contingency expenses as approved by the Town Manager.
4.2 HIGHLINE fees payable to:
Highline Sports & Entertainment
12 Vail Road, Suite 500
Vail, CO 81657
4.3 AVON shall provide in kind support to HIGHLINE in the amount not to exceed $15,000.
5. EVENT CANCELLATION —This event may not be cancelled in whole or in part by either party
unless, due to any Act of God or force majeure, including, without limitation, fire, weather, flood,
natural disaster or similar cause beyond the control of the parties, HIGHLINE shall be entitled to
work to date performed on behalf of AVON and Event, for its time investment in the Event, as well as
for any item which may be considered a direct line -item of the Approved Budget, provided that such
line -item has been approved in advance in writing by AVON.
5.1 The EVENT 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 HIGHLINE written notice and HIGHLINE
shall have five (5) business days to cure the term or such longer time as mutually agreed by the
parties. Should HIGHLINE cure, this Agreement shall continue in full force and effect.
6. RELEASE OF LIABILITY
6.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said
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 HIGHLINE, 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,
6.2 In the event the 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 EVENT,
or which in the judgment of the Town Manager and Mayor, renders the fulfillment of this
Agreement by AVON impossible, HIGHLINE 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.
7. ATTACHMENTS
7.1 The following attachments are a part of this agreement as follows:
Attachments "A"— Event PREMISE
Attachment "B" — Flavors of Colorado Event Overview
Attachment "C" - Event Marketing Sales Overview
Attachment "D" - Event Status Meeting/ Event Milestone Schedule
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EVENT AGREEMENT
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Attachment "E" – Approved Event Budget
8. NOTICES - Any notice to either party under this Agreement shall be in writing to the following
addresses:
HIGHLINE SPORTS & ENTERTAINMENT
Mr. Jeff Brausch
12 Vail Road, Suite 500
Vail, Colorado, 81658
AVON
Town Manager, Town of Avon
P. C. Box 975
Avon, CO 81620
COPY TO: Director of Festivals & Special Events, Town of Avon, P.O. Box 975, Avon, CO 81820
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
or the 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:
Debbie Hoppe—,Tow4 Clerk
HIGHLINE SPORTS & ENTERTAINMENT
By :
Virginia C. Egger, o n Manager
Date: 5/Z �1 / ZD/ `! `
T
I cs—Z_ 2 C-�
(i Je u h, President Date:
2015 AVON FLAVORS OF COLORADO
EVENT AGREEMENT
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