01-26-2016 Avon Coverstock Festival AgreementAvon
2016 AVON COVERSTOCK FESTIVAL AGREEMENT
THIS AGREEMENT is made and entered into on January 15, , 2016, by and between the Town of Avon ("AVON" I a home rule
municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 8162o and True Local Events,
LLC, hereinafter referred to as the Coverstock Tribute Festival (" COVERSTOCK" ), a Colorado limited Liability Company with Its
principal offices at 275 Main Street Garnet U201 Edwards, Colorado, 81632.
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 COVERSTOCK producing and AVON hosting the " COVERSTOCK Festival"
In June 2016 ( "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 Main Street Mall as defined below in paragraph 1 as the Premises.
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 & RIGHTS OF USE -Execution of this Agreement shall constitute issuance of a Special Event Permit. Avon waives
the $too application fee pursuant to Avon Municipal Code Section 9.40. This permit grants COVERSTOCK the right, and
imposes the duty, to use the Premises as defined in this Agreement for the purpose of producing the FESTIVAL on June 25-
26, 2016, subject to compliance with the terms and conditions of this Agreement.
1.1 The primary site of the FESTIVAL on June 25 -26, 2o16, (herein referred to as the "PAVILION /PARK PREMISE ") is defined
as a portion of Harry A. Nottingham Park (as depicted on Attachment A), including the Pavilion (stage deck, event
terrace, viewing plaza, green mom, scissor lift rooml all paths of access leading to and from the Pavilion, but not
including the Avon Recreation Center, Picnic Shelter, Lower Athletic Field, Basketball Courts, Sand Volleyball Courts,
Tennis or Pickleball Courts.
1.2 The secondary site of the FESTIVAL on June 25-26, 2016, (herein referred to as the "MAIN STREET MALL (MSM)
PREMISE" and depicted on Attachment 8) including Possibility Plaza, Lettuce Shed Lane, the connecting walkway and
the children's active area with play sculptures between Possibility Plaza and Lettuce Shed Lane, but not including
landscaped areas adjacent to the walkways or private property. The MSM PREMISE shall specifically accommodate the
poster art exhibits and poster artist selling spaces.
1.3 The MSM PREMISE and PAVILION /PARK PREMISE shall herein be referred to as "ALL PREMISES ", when addressing
both sites.
1.4 COVERSTOCK is granted an exclusive right of use of the PARK/PAVILION PREMISE from June 25, 2016, at 7:00 a.m.,
through 12:00 midnight, June 26, 2016. COVERSTOCK shall also have non-exclusive rights to access the PARK/PAVILION
PREMISE for set-up from June 23 through June 24, 2o16, from 9:00 a.m. to 8mo p.m. and may continue set-up activities
2016 AVON COVERSTOCK FESTIVALAGREEMENT
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within tented spaces for activities such as hanging lights, signage and modular offices from 8:oo pm. to 1o:oo p.m.
COVERSTOCK shall also have non - exclusive rights to access the PARK/PAVI LION PREMISE on June 27, 2o16, from 7:00
a.m. to 5:oo p.m. for the sole purpose of FESTIVAL break -down and site clean -up. COVERSTOCK may request, as a result
of weather or catastrophic events, an extension or delay of the aforementioned timelines, after which the Town may
approve the request in writing. Approval of the request from COVERSTOCK for an extension or delay of the agreed
upon timelines will not be unduly withheld by the Town.
1.5 COVERSTOCK Is granted a non - exclusive right of use of the MSM PREMISE from June 25, 2016, at 9:oo a.m, through
1o:oo pm., June 26, 2016. COVERSTOCK shall also have non - exclusive rights to access the MSM PREMISE for setup
from June 23 through June 24, 2o16, from 9:oo am. to 9-oo p.m. COVERSTOCK shall also have non - exclusive rights to
access the MSM PREMISE on June 27, 2016, from 9:oo a.m. to 9:oo pm. for the sole purpose of FESTIVAL break -down
and site dean -up. COVERSTOCK may request, as a result of weather or catastrophic events, an extension or delay of
the aforementioned timelines, after which the Town may approve the request in writing. Approval of the request from
COVERSTOCK for an extension or delay of the agreed upon timelines will not be unduly withheld by the Town.
2. PERFORMANCE HOURS - AVON and COVERSTOCK agree that FESTIVAL stage acts may be performed only in the
PARK/PAVILION PREMISE on Saturday, June 25, 2016, from 9:0o a.m. to towo p.m.; and Sunday, June 26, 2ot6, from 9:oo
iLTM to 9 :30 p.m., unless the Town Council approves a later ending time through a Sound Permit Application. AVON and
COVERSTOCK agree that there will be no amplified sound on the MSM PREMISE unless the Town Council approves a Sound
Permit Application. COVERSTOCK shall complete and submit a Sound Permit Application pursuant to Avon Municipal Code
5.24 by not later than May 2, 2o16. Avon agrees to waive the $25 Sound Permit Application Fee.
2.1 COVERSTOCK shall allow each performer up to a three -song sound check lasting no more than 20 consecutive minutes.
COVERSTOCK agrees that each performer's sound check includes front of house and individual artist checks and that 20
minutes is a satisfactory amount time. Sound checks shall take place on Friday, June 24th between the hours of 2:oo
p.m. and 7:00 p.m.; and on Saturday, June 25th through Sunday, June 26th between the hours of 9:oo a.m. and 2:00
p.m. COVERSTOCK may request, as a result of weather or catastrophic events, an extension or delay of the
aforementioned timelines, after which the Town may approve the request in writing. Approval of the request from
COVERSTOCK for an extension or delay of the agreed upon timelines will not be unduly withheld by the Town.
COVERSTOCK agrees the volume for any sound check will be moderated to achieve the sound check quality and shall be
considerate of the surrounding neighborhoods.
2.2 COVERSTOCK acknowledges and agrees that strict adherence to the performance and sound check times is a material
term of this Agreement. COVERSTOCK shall pay a penalty of one hundred dollars ($ioo.00) per minute for music, public
address announcements, sound check, or any other amplified sound that occurs before or after any time period in
which amplified sound is permitted.
3. TARGET CROWD SIZE & WRISTBAND PROGRAM
3.1 Crowd Size - COVERSTOCK agrees the targeted daily number of admissions, for planning purposes, is two thousand five
hundred (2,500) on any day of the FESTIVAL This includes children age 13 and older. Children age twelve and under
shall not be counted as part of the admissions.
COVERSTOCK shall provide for those services described in Section 4 below for 2,500 admissions. Should COVERSTOCK
be unable to provide those services In Section 4 for 2,500 admissions, COVERSTOCK shall limit sales and complimentary
wristbands to the number of people able to be accommodated by the services provided. Should COVERSTOCK, at any
time, estimate that greater than 2,500 admissions are likely, services described in Section 4, AVON shall be promptly
noticed, and COVERSTOCK will be responsible to meet any new demands prior to the start of the FESTIVAL
3.2 Wristband Program — COVERSTOCK agrees that all admissions require a wristband. COVERSTOCK shall provide to the
Town Manager by not later than April 18, 2016, a Wristband Program detailing the following elements:
3.2.1 The various types of admissions to include, but not limited to:, singie or multi-day VIP, single or multi -day General
Admission, staff, crew, performer, artist, volunteer, complimentary and any other type of admission not
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aforementioned.
3.2.2 The script for each type of admission, number ordered and color of each wristband type.
3.2.3 A distinct wristband for those admissions that are 21 years old and older shall also be described by number
ordered, color and script.
3.2.4 Within ten (to) business days of receipt, the Town Manager shall approve the elements or state any changes,
which need to be made.
3.2.5 Wristband Reporting & Accounting - COVERSTOCK acknowledges and understands that all rules outlined in
Resolution 15-o8 and attached hereto, shall apply to the 2o16 COVERSTOCK event, Including the payment of
Admission Ticket Fees. COVERSTOCK shall provide reporting and accounting of all wristbands which documents
the following.
3.2.5.1 The pre - event, during event and post -event control and custody of the wristbands to include
responsible party, location and security measures.
3.2.5.2 Scanning system, procedures and data collections to be in place to ensure that wristbands are
distributed and accounted for strictly by type, to ensure thatwristbands are not intermixed among
admission types and to determine the Avon Ticket Admission Fee.
3.2.5.2.1 The Town Manager or designee may view the scanned data for each day during non -peak
times throughout the event.
3.2.53 The ticket admission fee shall not be payable by the following admissions, if admitted to the event
without charge. The Town Manager may limit the number of each type of admissions admitted
Without charge.
3- 2.5.3.1 A bona fide officer or employee of the Vendor of the special event;
3.2 -5.3.2 Any federal, state, city, county orTown official employee attending the event on official
business;
3.2.5.3.3 Any person whose admission to such special event is required for the performance of
some duty or work for the operator of such special event;
3.2.5.3.4 Any newspaper reporter, photographer, telegrapher, radio announcer or person
performing a similar vocation who is admitted for the performance of special duties in
connection with the special event and whose special duties are the sole reason for his or
her presence; and /or
3. 2.5.3.5 A child under thirteen (13) years of age, who is admitted without charge.
3.2.5.3.6 Up to seventy-five (75) complimentary wristbands for COVERSTOCK guests.
3.2.5.4 COVERSTOCK shall provide to the Town Manager or designee a sold ticket report thirty (3o) days
prior the Festival and once per week thereafter until Friday, June 24, 2oi6, after which point the
report shalt be provided daily.
3.2.5.5 All final event accounting of all admissions including the unused and /or broken wristbands shall be
provided to the Town Manager by 1 :oo p.m. on June 28, 2o16, in order to evidence the admission fee
to be paid by COVERSTOCK.
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4. [OVERSTOCK RESPONSIBILITIES
4.1 ALL PREMISES SETUP & TEAR DOWN PLAN - COVERSTOCK shall provide an ALL PREMISES setup and tear down plan
to the Town Manager or designee by 5:00 p.m., April 18, 2o16. The plan shall include a schedule for installation /removal
and a map of all proposed structures including but not limited to gates (entrance /exit and emergency blowout),
fences, tents, portable facilities, stage and lighting/sound systems, ADA areas, addition of a plywood road for heavy
trucks, vendor spaces adequately sized boneyard Q.e. storage and staging areal crowd management areas and
smoking area.
4.2 VENDOR LICENSING — COVERSTOCK shall provide a list of vendors to the Town Manager or designee by 5:oo p.m. on
May 25, 2o16. The list shall indude all vendors, sponsors, non - profits, etc. engaged in business during COVERSTOCK to
include the business names/dba's, physical address, mailing address, phone number, type of activity, how Avon Vendor
License payment will be received, selling or notselling and if the business is an existing Avon business
4.3 PARKING & TRANSPORTATION PLAN — COVERSTOCK shall provide to the Town Manager or designee a plan which
details bus transportation needs and where parking for all attendees will be staged for the FESTIVAL and ALL PREMISES
by April 18, 2016. In addition, the plan shall provide for parking lot lighting and the volunteer /paid staffing for all parking
lots.
4.3.1 The transportation plan shall detail what transit services are required to be provided by AVON, Including hours of
service and estimated frequency of trips. The transportation plan shall specifically address:
4.3.1.1 Creation of a "bus pass" for use by festival goers to eliminate slow lines from need to pay for ECO
service as patrons board the bus, if warranted.
4.3.1-2 Location of taxi line and communication procedure to taxi/limo services and pre -event information
plan for attendees.
4.3.1.3 Pre-event information and outreach to local businesses regarding "no event parking" signage.
4.3.2 Agreements with property owners for the use of parking lots shall be provided by not later than May 25,2o16, to
the Town Manager by COVERSTOCK.
4.3.3 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
25, 2016, to the Town Manager or designee by COVERSTOCK.
4.3.4 COVERSTOCK shall provide directional signage plan by not later than April 18, 2016, which shall detail the
direction provided to both vehicular and pedestrian traffic. This plan shall indude types of signage used,
quantity, location and installation /removal dates.
4.3.5 AVON and COVERSTOCK shall finalize the parking and transportation plans by June 1, 2016.
4.4 PEDESTRIAN TRAFFIC PLAN - COVERSTOCK shall provide to the Town Manager a plan which details pedestrian ingress
and egress from all parking lots utilized for ALL PREMISES by April 18,2o16. In addition, the plan shall provide for
lighting of public pathways, the volunteer /paid staffing needed for safe ingresslegress to FESTIVAL/PREMISES, and the
following equipment and personnel:
4.4.1 Certified fiaggers, with appropriate safety gear at Avon Road during egress until 11:oo p.m. on Saturday, June 25,
2016, and until g:oo p.m. on Sunday, June 26, 2o16, or until all pedestrian egress is complete, whichever comes
first.
4.4.2 Portable restroom along the recreational path around the north side of the lake; and consider adding portable
restrooms along Benchmark Road from Transportation Center, if warranted.
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4.4.3 Additional signage at main point of entry and /or paths of ingresslegress stating "No Loitering ", "No Open
Containers" and "Event Entrance ".
4.4.4 Light tower located between the Avon Rec. Center and Avon Library to provide adequate lighting for safe
Ingress/egress.
4.5 SECURITY PLAN — COVERSTOCK shall provide to the Town Manager a plan which details the security and law
enforcement needs for ALL PREMISES by April 18, 2016. The plan shall announce which performers have 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 externai support
from AVON and Eagle County Sheriffs office. Contracts for services with security agencies shall be presented or a date
to have such contracts shall be provided.
4.5.1 Based upon the plan, the Town Manager shall determine In her sole discretion the number of law enforcement
officers Avon shall provide for the event. COVERSTOCK shall provide all security, as approved by the Town
Manager, for the FESTIVAL, including requirements for communication radios for AVON staff and COVERSTOCK
personnel to be identified by shirts or hats, if needed, to fully Implement the security needs of the FESTIVAL
4.5.2 COVERSTOCK shall provide adequate proof to the Town Manager that ALL PREMISES are protected from
damage through fencing, crowd management measures, signage, or other sufficient means.
4.5.3 Pre -event information shall sufficiently and frequently communicate, to attendees through all media outlets,
creating signage to be placed at entrancelexit and Avon Transportation and by working with restaurants/bars to
ensure signage and enforcement; the following, that: (1) no open containers are allowed within Avon (2) there is
no vending without a Town license; and, (3) there Is no parking on private property without permission of the
property owner, (4) no loitering, (5) it is illegal to smoke marijuana out -of -doors in the Town of Avon, including
ALL PREMISES and, (6) all parking and transportation information.
4.5.4 Included in the Security Plan, will be the inclusion that security personnel will sweep the railroad tracks on the
west end of the venue at the end of the Festival each night.
4.6 MEDICAL AND EMERGENCY RESPONSE PLAN — COVERSTOCK shall provide to the Town Manager a plan which details
the medical response and emergency response agencies and protocols for the FESTIVAL and ALL PREMISES by April 18,
2o16. The plan shall Include a management protocol for people who are severely Intoxicated or under the Influence of
illegal drugs and not able to walk to public transportation or parking lots. Contracts for services with emergency
response agencies shall be presented ora date to have such contracts shall be provided.
4-7 SANITATION & RESOURCE RECOVERY - COVERSTOCK shall provide to the Town Manager a plan that details the
sanitation facilities, resource recovery (reduction and recycling) and cleaning program for the FESTIVAL and ALL
PREMISES byApril 18,2o16. The plan shall cover the PREMISES, parking lots, pedestrian pathways to and from parking
lots and the Pavilion (stage deck, event terrace, viewing plaza, green room, scissor lift room and basement). 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 April 18, 2o16.
4.8 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town business. COVERSTOCK may
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.
4.8.1 Through Comcast, AVON shall provide access to the intemet for the PARK/PAVILION PREMISE only, through
TOA- Public secured with an EVENT password for the express use of COVERSTOCWs 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 COVERSTOCK share the passcode with the general public.
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4.9 PAVILION USAGE & ALL PREMISE INSPECTION — COVERSTOCK and Avon shall jointly perform and document a pre -
event inspection of ALL PREMISES not later than Thursday, June 23rd at 9:oo a.m. and post -event inspection of the ALL
PREM15E5 not later than June 27th at 5:00 p.m., before the PREMISES are released to COVERSTOCK and returned to
Avon. COVERSTOCK shall notify Avon Town Manager or designee of any problems or damage that may have occurred
during the Event during the post -event Inspection.
4.10 The following guidelines shall be observed for usage of the Pavilion:
4 .10.1 Use the Pavilion only in the manner permitted by this Agreement and shall not use or permit the use of the
Pavilion for any other purpose or any other reasonably objectionable or unlawful act
4.10.2 COVERSTOCK shall not install, place, inscribe, paint or otherwise attach and shall not permit any banner, sign,
advertisement, notice, marquis, or awning on or within the Pavilion, without the prior review and consent of
Avon in each Instance. COVERSTOCK shall, at its own expense, provide and maintain In first -class condition all
permitted signs and shall, upon the expiration of this Agreement, at its own expense, remove all such
permitted signs and repair any damage caused by such installation and/or removal. Avon shall have the right to
remove ail non - permitted signs without notice to COVERSTOCK, at the expense of the COVERSTOCK.
4.10.3 By Order of the Eagle River Fire Protection District, COVERSTOCK will ensure that NO THEATRICAL SMOKE
without approval is blown on the Pavilion and NO PYROTECHNICS OF ANY SORT are to be detonated.
Decorative open flame, fire pits, patio style heaters and/or fire performers are only permissible if permitted
through, and approved by Eagle River Fire Protection District. Cooking of any sort by hot plate, open flame,
grill, etc. is not allowed In the Green Room (Including restroom).
4.10.4 COVERSTOCK acknowledges and agrees that Avon is permitting COVERSTOCK to use the Pavilion in Its "as is"
condition and the Avon shall be under no obligation to replace, upgrade or otherwise modify the facility.
4.10.5 COVERSTOCK shall not make alterations, additions or improvements on or to the Pavilion without the prior
written consent of Avon, to include, but not limited to tenting, catering equipment and portable facilities. Ail
such work shall be performed in a good and workmanlike manner. All alterations, additions or improvements
upon the Pavilion shall be removed from the Pavilion by June 23, 2016, at 5:00 p.m. COVERSTOCK shall be liable
for any damage to the Pavilion or adjacent Town Property caused by the installation or removal of any
alteration, addition or improvement. Town may take action to repair and restore any damage caused by
COVERSTOCK and COVERSTOCK shall be liable for such costs, Including reasonable attorneys' fees and costs to
enfarce this Agreement
4.11 INSURANCE & INDEMNIFICATION
4.11.1 COVERSTOCK 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
COVERSTOCK' actions or omissions in connection with the conduct of the FESTIVAL
4 .11.2 COVERSTOCK shall obtain general liability insurance coverage within the minimum limits set below naming
AVON as an additional Insured and insuring AVON and its officers, agents and employees against any and all
Ilability 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 $5,000,000 annual
aggregate; 3o days' written notice of cancellation; host and general liquor liability insurance in the same amounts
listed above; $5,000,000 personal and advertising injury coverage; and $50,000 fire damage.
4.11.3 COVERSTOCK shall provide to AVON proof of Comprehensive Automobile Liability insurance for any private
motor vehicles owned by COVERSTOCK 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.
2016 AVON COVERSTOCK FESTIVALAGREEMENT
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4.11.4 COVERSTOCK shall provide written evidence of all insurance coverage required in this paragraph 4.7 to the Town
Manager no later than June z, 2016, at 5:0o p.m. Ali required Insurance policies shall be non - cancellable without
thirty (30) days prior written notice to AVON.
4.11.5 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 $350,000 per individual claim and $990,000 for
multiple claims arising from a single incident) or any other rights, immunities, and protections provided by the
Colorado Governmental Immunity Act, Section 24.10 -1oi et seq., to C.RS., as from time to time amended, or
otherwise available to AVON, its officers, agents, or employees.
4.11.6 COVERSTOCK shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to
paragraph 7.i 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.
4.11.7 All subcontractors of COVERSTOCK shall be required to list the Town of Avon, its elected officials, officers and
employees as additional insureds and provide the appropriate certificate of insurance to Avon upon request.
4.12 MISCELLANEOUS
4.12.1 LIQUOR LICENSE: COVERSTOCK shall be solely responsible for Identifying local nonprofit to acquire a liquor
license for the FESTIVAL and ALL PREMISES. Application for the license and all insurance and indemnification
requirements pursuant to AVON Municipal Code 5.08.17o shall be the responsibility of COVERSTOCK and its'
nonprofit COVERSTOCK shall submit to the Town Clerk a Special Event Liquor Application by not later than May
23, 2016.
4.12.2 COVERSTOCK shall ensure there is lighting on the perimeter fence, along the recreational path to backstage,
behind concessions, to the warning tents, portable restrooms, public pathways to/from parking lots, parking
lots and to the Box Office.
4.12.3 COVERSTOCK shall provide signs at the entrance to Lake Street stating the rules for use of the street, from
Friday, June 24, 2016, at 6:0o a.m. to Sunday, June 26, 2016, at 11:0o p.m. Signage for FESTIVAL rules and
attendee information shall be reviewed by AVON priorto posting.
4.12.4 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 or designee.
4.12.5 COVERSTOCK 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 or designee for the advanced informational needs of FESTIVAL attendees.
4.12.6 To the extent licensed personnel, such as electricians, medical, emergency response or health official, are
required to conduct certain services or inspections, COVERSTOCK shall abide by these local and State
requirements.
4.12.7 COVERSTOCK agrees to make every effort to retain volunteers and paid staff from qualified persons residing in
the Town of Avon or Eagle County.
4.12.8 COVERSTOCK acknowledges that It is AVON's expectation that the number of artist vendors at the FESTIVAi_ and
located at the MSM PREMISE will not be less than twenty (20). The art vendors will provide a high quality
product at least 50% of which will represent "poster art ".
4.12.9 BOND — COVERSTOCK 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 $20,000. 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
2016 AVON COVERSTOCK FESTIVALACREEM ENT
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of this Agreement. The bond Is due at the Town of Avon Finance office no later than 5:00 p.m. on June 2,2o16.
The bond, less any appropriate funds for payment, If any, shall be refunded to COVERSTOCK by July 25, 2016.
4.12.10 Ali references to the Town Manager in this Agreement shall also include the Town Manager's designee.
5. AVON RESPONSIBILITIES
5.1 Avon will deliver prepared ALL PREMISES with clean facilities, and include the Pavilion (stage deck, event terrace,
viewing plaza, green room, and scissor lift room), all paths of access leading to and from the Pavilion, council chambers,
log cabin, main athletic field, recreational path adjacent to the PARK/PAVILION Premise and MSM PREMISE (Possibility
Plaza, Lettuce Shed Lane and walkway connecting them).
5.2 AVON shall provide financial support in the amount of $35,000 to COVERSTOCK. Payment shall be made as follows:
5.2.1 Payment of $31,5oo representing go% of the total shall be made upon execution of the Agreement
5.2.2 Final payment of $3,5oo representing to% of the total shall be made upon final submission and mutual agreement
on amount of ticket admission fee's due to Avon as detailed in Section 3 of this Agreement
5.3 AVON shall provide in kind support to COVERSTOCK in the amount not to exceed $7,5oo. in -kind support includes, but
Is not limited to staff staging assistance, police, transit operations, traffic control, and banner Installation/removal.
5.4 AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon name and logo
brands.
5.5 AVON shall to the greatest extent possible assist COVERSTOCK with leveraging existing Town sponsorships and
relationships in helping COVERSTOCK find hotel room at discounted rates and opportunities with the Beaver Creek
Resort.
5.6 If COVERSTOCK produces banners for promotional purposes, AVON shall install /remove them in the following locations:
Avon Road Bridge Banner (2 banners), Avon Road Round -a -bouts (up to 12 banners) and Post Blvd. (up to 12 banners)
after June 6, 2o16, based on availability. COVERSTOCK and Avon may mutually agree to the number, location and
Installation and removal of additional banners. Avon agrees to waive the $too temporary sign application fee.
5.7 AVON shall provide portable fence materials (stadium barricade — approx. goo linear feet), not already in use, located in
Town Park for use by COVERSTOCK.
5.8 AVON will ensure that by June 2, 2016, the electrical stubs and outlets on the Pavilion, on the north side of Town Nall,
on the south side of the restroom building, Possibility Plaza and Lettuce Shed Lane are in good working order for the
concessionaires. AVON shall provide 3 -phase power at the Pavilion.
5.9 AVON agrees to provide transportation services to /from designated parking lots within Town limits during the
FESTIVAL, including identification of event shuttle service at Special Event Parking venues, if warranted.
6. 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.
6.1 The FESTIVALmay 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
tern or terms of this Agreement unfulfilled and wish to base cancellation thereon, AVON shall give COVERSTOCK
written notice and COVERSTOCK shall have five (5) business days to cure the term or such longer time as mutually
agreed by the parties. Should COVERSTOCK cure, this Agreement shall continue in full force and effect
6.2 In the event of cancellation, AVON shall remit to COVERSTOCK all bonds less any FESTIVAL related expenditure
2o16 AVON [OVERSTOCK FESTIVALAGREEMENT
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incurred byAVON. If [OVERSTOCK cancels the FESTIVAL after AVON has dedicated resources toward production and
notice of such cancellation is not given prior to May 2o, 2o16, COVERSTOCK shall pay AVON five thousand dollars
($5,000) as liquidated damages within 3o days of the previously scheduled production date.
7. RELEASE OF LIABILITY
7.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said PREMISES. [OVERSTOCK
hereby expressly releases discharges Avon from any and ail liabilities for any loss, injury or damages to any person or
property of COVERSTOCK, its employees, agents, concessionaires, performer, attendee, spectator or other invitee that
may be sustained by reason of the occupancy of the PREMISES under this Agreement, except for the negligent acts of
AVON or its officers, agents, employees. To the fullest extent permitted by law, COVERSTOCK shall indemnify, defend
and hold harmless Avon, its members, affiliates, officers, directors, partners, employees, and agents from and against
all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the
performance of this Agreement, provided that any such daim, damage, loss or expense is caused by any negligent act
or omission of COVERSTOCK, anyone directly or indirectly employed by COVERSTOCK or anyone for whose acts
COVERSTOCK may be liable, except to the extent any portion Is caused In part by a party indemnified hereunder.
7.2 In the event the PREMISES 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, COVERSTOCK 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.
8. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
COVERSTOCK
Mr.Tom Dobrez
275 Main Street
Garnet Bldg. U2o1
Edwards, CO 81632
AVON
Town Manager, Town of Avon
P. O. Box 975
Avon, CO 8162o
COPY TO: Director of Festival & Special Events, Town of Avon, P.O. Box 975r Avon, CO 8162o
9. No Third Party Beneficiaries -Nothing contained in this Agreement is Intended to or shall create a contractual relationship
with, cause of action in favor of, or claim for relief for, any third party, Including any agent, sub - consultant or sub - contractor
of COVERSTOCK. Absolutely no third party beneficiaries are intended by this Agreement. Any third -party receiving a
benefit from this Agreement is an incidental and unintended beneficiary only.
to. Article X, Section 2o/TABOR -The parties undentand and acknowledge that the Avon is subject to Article X, § 20 of the
Colorado Constitution (" TABOR" The parties do not Intend to violate the terms and requirements of TABOR by the
execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year director
Indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the
contrary, all payment obligations of the Avon are expressly dependent and conditioned upon the continuing availability of
funds beyond the tern of the Avon's current fiscal period ending upon the next succeeding December 31. Financial
obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being
appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town
of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated.
11. Governing Law, Venue, and Enforcement -This Agreement shall be governed by and interpreted according to the law of the
State of Colorado. Venue for any action arising under this Agreement shall be In the appropriate court for Eagle County,
Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the
2016 AVON COVERSTOCK FESTiVALAGREEMENT
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parties hereby waive any and all right either may have to request a jury trial In any civil action relating primarily to the
enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against
the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of
this Agreement and any exhibit or attachment, the language of this Agreement shall govern.
ii. Survival of Terms and Conditions - The parties understand and agree that all terms and conditions of the Agreement that
require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such
termination date and shall be enforceable in the event of a failure to perform or comply.
13. Assignment aril Release -Ail or part of the rights, duties, obligations, responsibilities, or benefits set forth in this
Agreement shall not be assigned by COVERSTOCK without the express written consent of Avon. Any written assignment
shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so
assigned, and shall not be effective unless approved by Avon. No assignment shall release the Applicant from performance
of any duty, obligation, or responsibility unless such release is dearly expressed in such written document of assignment.
14. Severabillty - Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word
herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this
Agreement
15. incorporation of Exhibits - Unless otherwise stated in this Agreement, exhibits, applications, or documents referenced in
this Agreement shall be incorporated into this Agreement for all purposes. In the event of a conflict between any
incorporated exhibit and this Agreement, the provisions of this Agreement shall govern and control.
16. Employment of or Contracts with I (legal Aliens - COVERSTOCK shall not knowingly employ x contract with an illegal alien
to perform work under this Agreement. COVERSTOCK shall not contract with a subcontractor that falls to certify that the
subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement,
COVERSTOCK certifies as of the date of this Agreement it does not knowingly employ or contract with an ill egal alien who
will perform work under the public contract forservices and that the COVERSTOCK will participate In the a -verify program
or department program in order to confirm the employment eligibility of all employees who are newly hired for
employment to perform work under the public contract for services. The COVERSTOCK is prohibited from using either the e-
verify program or the department program procedures to undertake pre - employment screening of job applicants while this
Agreement is being performed. if the COVERSTOCK obtains actual knowledge that a subcontractor performing work under
this Agreement knowingly employs or contracts with an illegal alien, the COVERSTOCK shall be required to notify the
subcontractor and the Town within three (3) days that the COVERSTOCK has actual knowledge that a subcontractor is
employing or contracting with an illegal alien. The COVERSTOCK shall terminate the subcontract if the subcontractor does
not stop employing or contracting with the Illegal alien within three (3) days of receiving the notice regarding
COVERSTOCK's actual knowledge. The COVERSTOCK shall not terminate the subcontract if, during such three days, the
subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an
Illegal alien. The COVERSTOCK Is required to comply with any reasonable request made by the Department of Labor and
Employment made in the course of an Investigation undertaken to determine compliance with this provision and applicable
state law. if the COVERSTOCK violates this provision, Avon may terminate this Agreement, and the COVERSTOCK may be
liable for actual and /or consequential damages incurred by Avon, notwithstanding any limitation on such damages provided
by such Agreement.
2o16 AVON COVERSTOCK FESTIVAL AGREEMENT
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17. Non - Liability of Town for Indirect or Consequential Damages or Lost Profits -The parties agree that Avon shall not be liable
for indirect or consequential damages, including lost profits that result from Avon's declaration that the COVERSTOCK is In
default of the Agreement, so long as Avon acts in good faith.
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
BY:
Virginia C. Egger,
DATE: /. Z Z • ZD/,6
TRUE LOCAL
BY: DATE: / va l�
Tom Dobrez
2o16 AVON COVERSTOCK FESTIVAL AGREEMENT
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