07-24-2015 Avon Concert Series Event AgreementAvon Euless
Possibdmes
C O L O R A D O
2015 AVON CONCERT SERIES EVENT AGREEMENT
THIS AGREEMENT is made and entered into on 7/23/15, 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 Peak Performances Inc., hereinafter referred to as ( "PEAK "), a Colorado Corporation with its
principal offices at 44o D Street, Golden, CO 80401 .
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 PEAK producing and AVON hosting the "Avon Concert
Series" in August 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
sufficiency 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. PEAK is granted an
exclusive right of use of the PREMISE on August 4, August 12 and August 19, 2015 at 7:00 a.m., through
12:00 midnight, August 5,12 and 19, 2015 to include EVENT set -up, break -down and site clean -up.
2. EVENT HOURS - AVON and PEAK agree that the EVENT shall conform to the times and dates set forth in
2015 Avon Concert Series Event Overview Proposal, Attachment "C ".
3. SOUND PERMIT - PEAK 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.
4. PEAK RESPONSIBILITIES
4.1 EVENT MARKETING, SPONSORSHIP & TALENT AQUISITION —PEAK 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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4.1.1 Events Components. PEAK to secure tier -2 level performers /bands and any other vendors
needed for the successful implementation of the event. Bands and music performers will be
approved by Town Manager prior to booking.
4.1.2 Event Marketing, Promotions & Sponsorship. PEAK 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. PEAK in its marketing and advertising shall notify attendees about alcohol and
recreational marijuana restrictions, resource recovery priorities, parking and transportation
systems, no pets allowed and all other matters deemed necessary by the Town Manager or
designee for the advanced informational needs of EVENT attendees.
4.1.3 Success Metrics -Event Intercept Survey /Post -Event Survey. PEAK to conduct an interceptor
post -event survey. The survey instrument questions, number of participants to be surveyed and
dates of use, as well as the date for providing AVON a final report shall be provided to AVON by
not later than July 6, 2015, for approval.
4.2 LIQUOR LICENSE -PEAK 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.o8.170 shall be the responsibility of PEAK and it's nonprofit. The application will be
due to the Avon Town Clerk not later than June 19, 2015.
43 PAVILION /PARK SET -UP & TEAR DOWN PLAN - PEAK 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, entry points, tents, portable facilities, vendor booths /trucks, tables, seating,
and other areas of event elements.
4.4 STAFFING — PEAK shall be responsible for all staffing and volunteer needs of the EVENT.
4.5 OPERATIONS & EQUIPMENT - PEAK shall be responsible for all EVENT operations, equipment, and all
equipment rentals for the EVENT.
4.6 SECURITY PLAN — PEAK 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. Contracts for services with security agencies shall be
presented or a date to have such contracts shall be provided.
4.7 MEDICAL AND EMERGENCY RESPONSE PLAN —PEAK 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 all contracts for services by not later than July 30, 2015.
4.8 EVENT LIGHTING - PEAK 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.
4.9 SANITATION & RESOURCE RECOVERY - PEAK 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
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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 30, 2015.
4.10INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town
business. PEAK 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.
4.10.1 Through Comcast AVON shall provide access to the internet through TOA- Public secured
with an EVENT password for the express use of PEAK'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 100
megabits down /10 up during festival hours. Under no circumstances shall PEAK share the
passcode with the general public.
4.11 INSURANCE & INDEMNIFICATION
4.11.1 PEAK 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 PEAK'S actions or omissions in connection with the conduct
of the EVENT.
4.11.2 AVON agrees to indemnify the PEAK, 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
4.11.3 PEAK 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.
4.11.4 PEAK shall provide to AVON proof of Comprehensive Automobile Liability insurance for any
private motor vehicles owned by PEAK or its officers, agents, or employees 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.
4.11.5 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 (3o) days prior notice to AVON.
4.11.6 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.
4.11.7 PEAK 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,
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duration, or types.
4.12 AVON TRADEMARKS
4.12.1 Avon's Marks, including EVENT logos, are and shall remain the sole and exclusive property of
Avon. PEAK 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.
4.12.2 Subject to the terms and conditions of this Agreement, AVON hereby grants to PEAK 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 PEAK obligations under this
Agreement. Except as expressly permitted hereunder, PEAK hereby covenants and agrees that
it will make no use of Avon's Marks. PEAK shall have no right to sublicense its rights under this
license.
4.12.3 PEAKS 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, PEAK shall provide AVON with samples of all such
materials for AVON's review and approval or disapproval.
4.12.4 Any trademarks, logos or other intellectual property developed by AVON or by PEAK in
connection with its EVENT services provided hereunder shall be the property of AVON.
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 PEAK up to but not exceeding $47,000 in
payments as follows:
5.1.1 Payment of 75% ($35,250.00) shall be made upon execution of this Agreement.
5.1.2 Final payment of 25% ( $11,750.00), payment upon completion of EVENT on August
19, 2015 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 PEAK 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 include PEAK operating overhead, and general administrative
expenses associated with the EVENT. PEAK 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.
5.1.2.4 All 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 PEAK, at net cost, to AVON.
AVON shall not be responsible for any unapproved costs.
5.2 PEAK fees payable to:
Peak Performances, 44o D Street, Golden, CO 80401
6. 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, PEAK shall be entitled to work to date performed on
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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.
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 PEAK written notice and PEAK shall have five (5) business days
to cure the term or such longer time as mutually agreed by the parties. Should PEAK 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 PEAK, 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, PEAK 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:
Attachments "A" — Event PREMISE
Attachment "B" —Avon Performance Pavilion Technical Specifications
Attachment "C" - Avon Concert Series Event Overview
Attachment "D" — Approved Event Budget
8. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
PEAK PERFORMANCE
Mike O'Brien
44o D Street
Golden, CO 80401
Via email: mike@gigdigger.com
AVON
Town Manager, Town of Avon
P. 0. Box 975
Avon, CO 81620
Via email: vegger@avon.org
COPY TO: Director of Festivals & Special Events, Town of Avon, P.O. Box 975, Avon, CO 81620
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
due hereunder, or to collect any money damages for breach thereof, the prevailing party shall be entitled
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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:
r )il&� LL10
Debbie Hoppe, Town CI rk
PEAK PERFORMANCES
7e,L,6 -t D 3ua�
Mike O'Brien, President
By:
Virginia C. Egger, T anager
Date: 7/ Z / J J
7/23/15
Date:
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