07-22-2015 Avon Vail International Dance Festival AgreementAv o n
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2015 AVON VAIL INTERNATIONAL DANCE FESTIVAL EVENT AGREEMENT
THIS AGREEMENT is made and entered into on v 2-k, 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 Vail Valley Foundation, hereinafter referred to as ( "VVF "), a Colorado Non - Profit, its principal
offices at 90 Benchmark Road, Suite 300, Avon, CO 81620.
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 VVF producing and AVON hosting the "Vail
International Dance Festival" on July 29, 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 ($1oo application
fee to be waived) 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
suff iciency of which is acknowledged and accepted by the parties, the parties agree as follows:
TERMS AND CONDITIONS
1. 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, as depicted on Attachment "A" and including all
technical specifications as outlined in Attachment "B ", but not the Picnic Shelter, Avon Recreation Center,
Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, or Tennis Courts. VVF is granted an
exclusive right of use of the PREMISE from July 29, 2015 at 7:00 a.m., through 12:00 midnight, July 29, 2015,
to include EVENT set -up, break -down and site clean -up.
2. EVENT HOURS -AVON and VVF agree that the EVENT shall conform to the tir es and dates set forth in the
Vail Intemational Dance Festival Event Summary, Attachment "B ". VVF shall complete and submit a Sound
Permit Application, if applicable ($25 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- VVF RESPONSIBILITIES
3.1 EVENT MARKETING, SPONSORSHIP & TALENT AQUISITION - VVF shall provide the following services
to the EVENT during the Term of this Agreement for the successful production of the EVENT;
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3.1.1 Events Components. VVF to secure dancers, artists, music sound track, sound and light
production and any other vendors needed for the successful implementation of the event. All
vendors (event promoter, concessions, sponsors, etc.) engaged in business in the Town will
require a Special Event Vendor License and remittance of $25 fee not later than July 15, 2015.
3.1.2 Event Marketing, Promotions & Sponsorship. VVF 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 as outlined in "Attachment
C ". VVF is solely responsible to solicit and secure sponsorship of the EVENT but VVF is not
obligated to have corporate sponsorships involved in the Event. VVF will ensure that it
communicates to, VIA VVF marketing and or advertising means, event attendees about alcohol
and recreational marijuana restrictions, resource recovery priorities, parking, no dogs allowed
rules.
3.1.3 Success Metrics - Event Intercept Survey/Post -Event Survey. VVF shall use its current partner
and third party spectator research vendor, Intercept Insights, to conduct an onsite survey of
guests attending the Event. The list of survey questions shall be given to Town of Avon by July
6. VVF will provide Town of Avon a final stakeholder report of the overall VIDF event including
the Town of Avon Event within the festival by October 15, 2015. VVF shall try to complete and
deliver to TOA the final event stakeholder report sooner than October 15, but historically, the
middle of October is when all such information is ready to be shared.
3.2 LIQUOR LICENSE -VVF 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 VVF and its chosen nonprofit. The application was delivered to
the Avon Town Clerk on May 27, 2015.
3.3 PAVILION /PARK SET -UP & TEAR DOWN PLAN - VVF shall provide an EVENT set -up and tear down plan
to the Town Manager by 5:00 p.m., July 6, 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, stage and /or event terrace flooring, bleachers, entry points, tents, portable facilities,
booths, tables, seating, and other areas of event elements.
3.4 STAFFING — VVF shall be responsible for all staffing and volunteer needs of the EVENT.
3.5 OPERATIONS & EQUIPMENT - VVF shall be responsible for all EVENT operations, equipment, and all
equipment rentals for the EVENT.
3.6 SECURITY PLAN — VVF shall provide to the Town Manager a plan which details the security needs for
the EVENT by July 6, 2015. The plan shall announce which talent /performers /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. Avon shall require copies of contracts for services with
security agencies by not later than July 22, 2015.
3.7 MEDICAL AND EMERGENCY RESPONSE PLAN — VVF shall provide to the Town Manager a plan which
details the medical response and emergency response agencies and protocols for the EVENT by July 6,
2015, 5:00 p.m. Avon shall require copies of contracts for services with emergency response agencies
by not later than July 22, 2015.
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3.8 EVENT LIGHTING - WF 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 to /from parking
lots, parking lots and event entry points, if applicable.
3.9 SANITATION & RESOURCE RECOVERY- WF shall provide to the Town Manager a plan which details
the sanitation facilities and resource recovery (reduction and recycling) program by July 6, 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 JUly 22, 2015.
3.10 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town
business. WF 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 intemet through TOA- Public secured
with an EVENT password for the express use of WF'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 WF share the
passcode with the general public.
3.11 INSURANCE & INDEMNIFICATION
3.11.1 Except to the extent of gross negligence or willful misconduct by the Town of Avon, WF 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 WF'S actions or omissions in connection with the conduct of the
EVENT.
3.11.2 Except to the extent of gross negligence or willful misconduct by the WF, AVON agrees to
Indemnify the WF, its officers, agents and employees, and to hold them harmless against any
and all claims, actions, demands or liabilities, including attomey 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.
3.11.3 WF 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, 3o 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.
3.11.4 VVF shall provide to AVON proof of Comprehensive Automobile Liability insurance for any
private motor vehicles owned by WF or its officers, agents, or employees that are used as part
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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.
3.11.5 Written evidence of such general liability and alcohol liability policies and coverage shall be
provided to the Town Manager no later than July 6, 2015, at 5:00 p.m. All insurance policies shall
be non - cancelable without thirty (30) days prior notice to AVON.
3.11.6 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 -1o1 et seq., to C.R.S., as from time to
time amended, or otherwise available to AVON, its officers, agents, or employees.
3.11.7 VVF 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.
3.12 AVON TRADEMARKS
3.12.1 Avon's Marks, including EVENT logos, are and shall remain the sole and exclusive property of
Avon. VVF 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.
3.12.2 Subject to the terms and conditions of this Agreement, AVON hereby grants to VVF a non-
exclusive, non - transferable, revocable and limited license to reproduce AVON's Marks in
connection with (i) the Event; and (n) carrying out any other VVF obligations under this
Agreement. Except as expressly permitted hereunder, VVF hereby covenants and agrees that it
will make no use of Avon's Marks. VVF shall have no right to sublicense its rights under this
license.
3.12.3 VVF 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, VVF shall provide AVON with samples of all such
materials forAVON's review and approval or disapproval.
3.12.4 Any trademarks, logos or other intellectual property developed by AVON or by VVF in
connection with its EVENT services provided hereunder shall be the property of AVON.
4. VVF TRADEMARKS
Town of Avon hereby acknowledges and agrees that (i) all right (except for the explicit limited rights granted
to Town of Avon outlined in this agreement) title and interest in the name, logos, trademarks, copyrights and
other intellectual property rights of VVF (collectively, "WF Properties "), including, without limitation, the
Event Marks; the Event; and all accounts, descriptions, pictures, videos, audio, reproductions, recordings,
memorialization's or other information concerning or in connection with the Event, belongs exclusively to
VVF, (ii) Town of Avon will not contest the validity of VVF Properties, or any applications or registrations
pertaining thereto, (iii) Town of Avon may use VVF Properties only in the manner and for the uses expressly
permitted herein, and upon expiration or termination of this Agreement, all rights of Town of Avon to use
such VVF Properties shall immediately cease, and (iv) Town of Avon will not adopt or use any term, work,
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mark or designation which is in any respect confusingly similar to WF Properties, (v) a breach by Town of
Avon of any of its agreements hereunder with respect to WF Properties (or other unauthorized use of WF
Properties) will cause immediate irreparable damage which cannot be readily remedied in damages in an
action at law, thereby entitling WF to immediate injunctive relief against Town of Avon (without the
necessity of proving actual monetary loss and without posting a bond (and if one is required, a $1,000 bond is
agreed to be sufficient), in addition to any other remedies which might be available to WF, hereunder, at law,
in equity or otherwise, (vi) all uses of WF Properties by Town Of Avon, and all goodwill therefrom, inure to
the benefit of WF, (vii) any permitted use of WF Properties may be used only to indicate a Town of Avon
relationship with the Event and will use ownership marks (such as ® or 1) and designations (such as "An
Official Partner") as directed by WF, and (viii) Event Marks must be used in a complete format, and no
abbreviated uses are permitted.
5. AVON FINANCIAL RESPONSIBILITIES
5.1 Attachment "D" sets forth the Approved Budget ( "Budget ") for the Event. Based upon the
Budget AVON shall provide financial support to WF up to but not exceeding $2o,000 in
payments as follows:
5.1.1 Payment of 112, ($1o,000.00) shall be made upon execution of this Agreement.
5.1.2 Final payment of 1/2 ( $10,00.00), shall be made following completion of the EVENT,
and subject to the following conditions:
5.1.2.1 Final Intercept /Post Event Survey being provided, summary information
outlining outcomes of each aspect of the EVENT
5.1.2.2 Final EVENT revenue and expense accounting, including sufficient evidence
that AVON may determine that the WF 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.
5.1.2.3 The above fees being paid by TOA to WF include WF operating overhead,
and general administrative expenses associated with the EVENT. WF agrees to bill
to the Budget. All EVENT costs above and beyond those set forth in the approved
budget are the responsibility of WF to pay and will not require approval by AVON.
5.1.2.4 All EVENT revenue above and beyond those set forth in the approved
budget will go against the total production and belong to the WF.
5.2 AVON shall make payment to VVF at the following address:
Vial Valley Foundation I
go Benchmark Road, Sure 300
Avon, CO 81620
6. EVENT CANCELLATION -This event may not be cancelled in whole or in part by either party unless, due to
any Act of God orforce majeure, including, without limitation, fire, weather, flood, natural disasteror
similar cause beyond the control of the parties, WF 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.
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6.1 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 WF written notice and VVF shall have five (5) business days to
cure the term or such longer time as mutually agreed by the parties. Should WF cure, this Agreement
shall continue in full force and effect.
7. RELEASE OF LIABILITY
7.1 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 WF, 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.
7.2 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, WF 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 area part of this agreement as follows:
Attachment "A" — Event PREMISE
Attachment "B" —Avon Performance Pavilion Technical Specifications
Attachment "C" —Vail International Dance Festival Event Summary
Attachment "D" - Marketing Budget
Attachment "E" - Approved Event Budget
8. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
VAIL VALLEY FOUNDATION
Mr. Mike Imhof, Senior Vice- President
90 Benchmark Road, Suite 300
Avon, Colorado, 81620
Via email: mimhof@vvf.org
AVON
Virginia C. Egger, Town Manager
Town of Avon
P. O. Box 975
Avon, CO 8162o
Via email: Vegger@avon.org
COPY TO: Director of Festivals & Special Events, Town of Avon, P.O. Box 975, Avon, CO 8162o
Via email: ddempsey@avon.org
9. 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
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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:
'I B
_ Y:
Debbie Hoppe, Town C erk Virginia C. Egger, Town Ma a e
Date: 7. Z` /
VAIL VALLEY FOUNDATION
Date:
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EVENTAGREEMENT
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