04-13-2016 2016 Reds, Whites & Brews Festival Agreementyy F
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2o16 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT
THIS AGREEMENT is made and entered into on April 13, 2o16, by and between the Town of Avon ( "AVON "), a
home rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado,
8162o and RADIATE LIVE EVENTS, hereinafter referred to as the Reds, Whites & Brews Festival ( "RWB "), a
Colorado Limited Liability Company with its principal offices at Radiate Live Events, 566o Greenwood Plaza
Blvd., Suite 49o, Greenwood Village, Colorado, 8o111.
In consideration of the mutual promises and agreements herein contained and for other good and valuable
consideration, and on behalf of themselves, their successors and assigns, the parties hereto agree as follows:
RECITALS
WHEREAS, the parties recognize the mutual benefits of RWB producing and AVON hosting the "RWB Festival"
on June 17 —18,2016 ( "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 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 $loo application fee pursuant to Avon Municipal Code Section 9.40. This permit
grants RWB the right, and imposes the duty, to use the PREMISES as defined in this Agreement for the
purpose of producing the FESTIVAL on June 17 -18, 2o16, subject to compliance with the terms and conditions
of this Agreement.
1.1 The site of the FESTIVAL on June 17 -18, 2016, (herein referred to as the "PREMISES ") 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 room, scissor lift room), 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 RWB is granted an exclusive right of use of the PREMISES from June 17, 2016, at 7:oo a.m., through 12:00
midnight on June 18, 2016. RWB shall also have non - exclusive rights to access the PREMISES on June 19,
2o16, from 7:oo a.m. to 1o:oo a.m. for the sole purpose of FESTIVAL break -down and site clean -up. RWB
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 RWB
for an extension or delay of the agreed upon timelines will not be unduly withheld by the Town.
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2. PERFORMANCE HOURS - AVON and RWB agree that FESTIVAL stage acts may be performed on the Event
Terrace and /or stairway landing on the Event Terrace of the PREMISES on Friday, June 17, 2o16, from
6:oo p.m. to 9:oo p.m.; and on the Stage on Saturday, June 18, 2o16, from 2:00 p.m. to 7:00 p.m. RWB shall
complete and submit a Sound Permit Application pursuant to Avon Municipal Code 5.24 by not later than
April 25, 2016. Avon agrees to waive the $25 Sound Permit Application Fee.
2.1 RWB shall allow each performer up to a three -song sound check lasting no more than 20 consecutive
minutes. RWB 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
17 between the hours of 4:00 p.m. and 6:oo p.m.; and on Saturday, June 18 between the hours of 11:oo
a.m. and 2:00 p.m. RWB 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 RWB for an extension or delay of the agreed upon timelines will not be
unduly withheld by the Town. RWB 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 RWB acknowledges and agrees that strict adherence to the performance and sound check times is a
material term of this Agreement. RWB shall pay a penalty of one hundred dollars ($1oo.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 - RWB agrees the targeted daily number of admissions, for planning purposes, Is up to two
hundred fifty (250) on June 17, 2o16; and, one thousand five hundred (1,500) on Saturday, June 18, 2o16
of the FESTIVAL. This includes children age 13 and older. Children age twelve and under shall not be
counted as part of the admissions.
3.1.1 RWB shall provide for those services described in Section 5 below for each day's admissions.
Should RWB be unable to provide those services in Section 5 for the admissions, RWB shall limit
sales and complimentary wristbands to the number of people able to be accommodated by the
services provided. Should RWB, at anytime, estimate that greater than the daily admissions are
likely, services described in Section 4, AVON shall be promptly noticed, and RWB will be
responsible to meet any new demands prior to the start of the FESTIVAL.
3.1.2 RWB shall provide to AVON a total of 14 VIP Experience tickets to be distributed to the Avon
Town Council in pairs to each Councilor, Mayor and Mayor Pro Tem.
3.2 Wristband Program — RWB agrees that all admissions require a wristband. RWB shall provide to the
Town Manager by not later than April 25, 2016, a Wristband Program detailing the following elements:
3.2.1 The various types of admissions to include, but not limited to: Paid Admissions, including single
or multi -day VIP, single or multi -day General Admission; and Exempt Admissions including, staff,
crew, performer, artist, volunteer, complimentary and any other type of admission not
aforementioned. Included in the crew wristbands shall be one All Access wristband and
credential for the Director of Festivals and Special Events and Town Manager.
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.
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3.2.4 Within ten (1o) 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 - RWB acknowledges and understands that all rules outlined in
Resolution 15 -08 and attached hereto as Attachment "B ", shall apply to the 2o16 RWB FESTIVAL,
including the payment of Admission Ticket Fees. RWB shall provide reporting and accounting of
all wristbands which documents the following:
3.2.5.1 The pre- FESTIVAL, during FESTIVAL and post- FESTIVAL 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 that
wristbands are not intermixed among admission types and to determine the Avon
Admission Ticket Fee.
3.2.5.2.1 The Town Manager or designee may view the scanned data for each day
during non - peaktimes throughout the FESTIVAL.
3.2.5.3 The Admission Ticket Fee shall not be payable for the following Exempt Admissions, if
admitted to the FESTIVAL without charge. The Town Manager may limit the number of
each type of admissions admitted without charge.
32.5.3.1 A bona fide officer or employee of the Vendor of the special event;
3.2.5.3.2 Any federal, state, city, county or Town official employee attending the
event on official business;
32.5.3.3 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
32.5.3.5 A child under thirteen (13) years of age, who is admitted without charge.
3.2.5.3.6 Up to fifty (50) complimentary wristbands for RWB guests.
3.2.5.4 RWB shall provide to the Town Manager or designee a report for Exempt Admissions
and Paid Admissions thirty (3o) days prior the Festival and once per week thereafter
until Monday, June 13, 2o16, after which point the report shall be provided daily.
3.2.5.5 All final FESTIVAL accounting of all admissions including the unused and/or broken
wristbands shall be provided to the Town Manager by too p.m. on June 21, 2o16, in
orderto evidence the Admission Ticket Fee to be paid by RWB.
4. RWB acknowledges and shall abide by AVON's restrictions to Marijuana Businesses as outlined on
Attachment "C ".
5. RWB RESPONSIBILITIES
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5.1 FESTIVAL TALENT, MARKETING, SUCCESS METRICS AND GROWTH EXPECTATIONS — RWB shall provide
the following services to the FESTIVAL during the Term of this Agreement for the successful production
of the FESTIVAL:
5.1.1 Talent. RWB to secure artists, bands, music performers and any other vendors needed for the
successful implementation of the FESTIVAL. Bands and music performers will be approved by
Town Manager prior to booking.
5.1.2 Marketing.
5.1.2.1 RWB to develop and implement a comprehensive FESTIVAL marketing plan
including print, radio, social, digital, video, broadcast and /or any other
marketing platforms and promotions that may be available to assure a
successful event and secure sponsorship of the FESTIVAL. RWB 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 FESTIVAL attendees. The Detailed Marketing Plan and Timeline is
attached as Attachment "D ".
5.1.2.2 AVON shall receive, based upon its total cash contribution of $8,5oo and in-
kind services valued at $4,000, for a total sponsorship of $12,500, all benefits,
including but not limited to tickets, logo placement, etc. commensurate with
the RWB sponsorship package offered to all other sponsors at the $12,500
level. The RWB sponsorship package shall be provided to the Town Manager
or designee not later than April 25, 2o16.
5.1.3 Success Metrics -Event Intercept Survey /Post -Event Survey. RWB 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 well as the date for providing AVON a draft and final report, shall be
provided to AVON by not later than May 2, 2o16, for approval.
5.1.4 Town of Avon Information Booth - RWB shall provide to AVON a site to locate a lox 10 tent for
use by AVON for other event promotion and general Town information. Staffing for the booth
shall be provided by AVON.
5.2 PREMISES SET -UP & TEAR DOWN PLAN - RWB shall provide a PREMISES set -up and tear down plan to
the Town Manager or designee by 5:00 p.m., April 25, 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 blow -out), fences, tents, portable facilities, stage and lighting/sound
systems, ADA areas, addition of a plywood road for heavy trucks, vendor spaces, adequately sized
boneyard (i.e. storage and staging area), crowd management areas and designated smoking area.
5.3 VENDOR LICENSING — RWB shall provide a list of vendors to the Town Manager or designee by
5:00 p.m. on May 18, 2o16. The list shall include all vendors, sponsors, non - profits, etc. engaged in
selling food, beverage, merchandise, admissions, etc. during RWB and will include the business
names/dba, physical address, mailing address, phone number, and type of activity. The list of vendors
will also include how the Avon Special Event Vendor License payment will be received, and if the
business is an existing Avon business.
5.3.1 RWB shall provide the following sales tax filing instructions to all selling vendors:
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5.3.1.1 Go to www.av_on org and click on the "Online Payments" button located at the bottom
of the home page;
5.3.1.2 Vendors who have not been on MuniRevs before will need to register by clicking "New
User" to apply for an account; then follow the online steps provided. If a vendor needs
assistance they should contact support@munirevs.com or call 888 - 751-1911•
53.1.3 Vendors that are currently registered, will access by clicking "Existing Users "; they will
login to their account and access "Manage Your Business" to register for a Special
Event Vendor License account. If a vendor needs assistance, they should contact
support@munirevs,com or call 888 - 751-19".
5.4 PARKING & TRANSPORTATION PLAN — RWB shall provide to the Town Manager or designee a plan
which details the following by not later than April 25, 2016:
5.4.1 Advertising and marketing details of the FESTIVAL to address public parking and transit
availability.
5.4.2 Load -in procedures and parking for all vendors, sponsors, musicians, staff and general public
including a detailed map showing parking lot locations.
5.4.3 Location of taxi line and communication procedure to taxi /limo services and pre- FESTIVAL
information plan for attendees.
5.4.4 A directional signage plan detailing the direction provided to vehicular traffic. This plan shall
include types of signage used, quantity, location and install ation/remova I dates.
5.4.5 Agreements with property owners for the use of parking lots shall be provided to the Town
Manager by not later than May 18, 2o16.
5.5 PEDESTRIAN TRAFFIC PLAN - RWB shall provide to the Town Manager a map which details pedestrian
ingress and egress from all parking lots utilized for the FESTIVAL by April 25, 2o16. The plan shall provide
for the signage at the main point of entry and /or paths of Ingress /egress stating "No Loitering ", "No
Open Containers" and "FESTIVAL Entrance ".
5.6 SECURITY PLAN — RWB shall provide to the Town Manager a plan which details the security and law
enforcement needs for the FESTIVAL by April 25, 2o16. The plan shall announce which performers have
been booked and shall include, but not be limited to, security needs for alcohol sales, enforcement of
marijuana restrictions, crowd management, entry gate security checks, communication plan for law
enforcement and emergency response agencies, chain of command, and external support from AVON
and /or Eagle County Sheriffs office. Contracts for services with security agencies shall be presented or
a date to have such contracts shall be provided.
5.6.1 Based upon the plan, the Town Manager shall determine in her sole discretion the number of law
enforcement officers Avon shall provide for the FESTIVAL. RWB shall provide all security, as
approved by the Town Manager, for the FESTIVAL, including requirements for communication
radios for AVON staff and RWB personnel to be identified by shirts or hats, if needed, to fully
implement the security needs of the FESTIVAL.
5.6.2 RWB shall provide adequate proof to the Town Manager that the PREMISES are protected from
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damage through fencing, crowd management measures, signage, or other sufficient means
5.6.3 Pre- FESTIVAL information shall sufficiently and frequently communicate, to attendees through all
media outlets, creating signage to be placed at entrance /exit 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; (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 the
PREMISES; and, (6) all parking and transportation information.
5.7 MEDICAL AND EMERGENCY RESPONSE PLAN — RWB shall provide to the Town Manager a plan which
details the medical response and emergency response agencies and protocols for the FESTIVAL by April
25, 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 or a date to have such
contracts shall be provided.
5.8 SANITATION & RESOURCE RECOVERY - RWB shall provide to the Town Manager a plan that details the
sanitation facilities, resource recovery (reduction and recycling) and cleaning program for the by April
25, 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 and grey
water disposal shall be provided as well as the timeframes detailed. Avon shall require copies of all
contracts for services by not later than May 18, 2o16.
5.9 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town
business. RWB 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.
5.9.1 Through Comcast, AVON shall provide access to the internet for the PREMISES only, through
TOA- Public secured with a FESTIVAL password for the express use of RWB's box office /ticket
sales, FESTIVAL 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 RWB share the
passcode with the general public.
5.10 PAVILION USAGE & PREMISES INSPECTION — RWB and Avon shall jointly perform and document a pre -
FESTIVAL inspection of the PREMISES not later than Wednesday, June 15, 2o16 at 4:00 p.m. and post -
FESTIVAL inspection of the PREMISES not later than Monday, June 20, 2o16 at 9:oo a.m., before the
PREMISES are released to RWB and returned to Avon. RWB shall notify Avon Town Manager or
designee of any problems or damage that may have occurred during the FESTIVAL during the post -
FESTIVAL inspection.
5.1o.1 RWB agrees to abide by the guidelines detailed in the Avon Performance Pavilion Technical
Specifications and attached as Attachment" E".
5.10.2 The following guidelines shall be observed for usage of the Pavilion:
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5.10.2.1 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.
5.10.2.2 RWB 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. RWB 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 all non - permitted signs without notice to RWB, at the
expense of the RWB.
5.10.2.3 By Order of the Eagle River Fire Protection District, RWB 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).
5.10.2.4 RWB acknowledges and agrees that Avon is permitting RWB 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.
5.10.2.5 RWB 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. All 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 20, 2016, at 9:oo a.m. RWB 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 RWB and RWB shall be liable for such costs,
including reasonable attorneys' fees and costs to enforce this Agreement.
5.11 INSURANCE & INDEMNIFICATION
5.11.1 RWB 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 RWB' actions or omissions in connection with the conduct of the
FESTIVAL.
5.11.2 RWB 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 liability and damages which may arise out of or directly or indirectly result from
the conduct of the FESTIVAL. The policy dates shall include the entire range of dates for which
Town property is used. The minimum limits and requirements of the coverage shall include:
$i,000,000 per occurrence primary coverage, and $3,000,000 annual aggregate; 3o days' written
notice of cancellation; host and general liquor liability insurance in the same amounts listed
above; $3,000,000 personal and advertising injury coverage; and $50,000 fire damage.
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5.11.3 RWB shall provide to AVON proof of Comprehensive Automobile Liability insurance for any
private motor vehicles owned by RWB or its officers, agents, or employees that are used as part
of the FESTIVAL. The insurance policy shall provide that it is primary insurance and that its
coverage will apply prior to utilization of AVON's general liability coverage.
5.11.4 RWB shall provide written evidence of all insurance coverage required in this paragraph 4.7 to the
Town Manager no later than June 1, 2o16, at 5:00 p.m. All required insurance policies shall be non -
cancellable without thirty (3o) days prior written notice to AVON.
5.11.5 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 $99o,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 -to1 et seq., to C.R.S., as from time to time amended, or otherwise available to AVON,
its officers, agents, or employees.
5.11.6 RWB shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant
to paragraph 7.1 of this Agreement by reason of its failure to procure or maintain insurance or by
reason of its failure to procure or maintain insurance in sufficient amounts, duration, or types.
5.11.7 All subcontractors of RWB 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.
5.12 MISCELLANEOUS
5.12.1 LIQUOR LICENSE: RWB shall be solely responsible for identifying a non - profit to acquire a liquor
license for the FESTIVAL. RWB has notified AVON the non - profit entity pursuing the special
event liquor permit for the FESTIVAL is Samantha Remington Angel Heart Foundation
( "Foundation "). AVON and RWB acknowledge that the Foundation is a non - profit which can
provide financial resources through a grant process to Colorado families burdened with medical
bills; and, therefore, provides the opportunity for AVON families to benefit through the
application and award process. On or about June 1, 2o16, RWB shall provide a press release to
AVON announcing the Foundation's mission and application process, and role with the FESTIVAL.
Application for the license and all insurance and indemnification requirements pursuant to AVON
Municipal Code 5.08.170 shall be the responsibility of RWB and its' nonprofit. RWB shall submit
to the Town Clerk a Special Event Liquor Application by not later than May 16, 2016.
5.12.2 RWB shall ensure there is lighting on the perimeter fence, along the recreational path to
backstage, behind concessions, to vendor /sponsor/VIP tents, portable restrooms, public
pathways to /from parking lots, parking lots and to the Box Office.
5.12.3 RWB shall provide signs at the entrance to Lake Street stating the rules for use of the street,
from Friday, June 17, 2o16, at 6:0o a.m. to Saturday, June 18, 2o16, at 11:oo p.m. Signage for
FESTIVAL rules and attendee information shall be reviewed by AVON prior to posting.
5.12.4 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.
5.12.5 RWB in its marketing and advertising shall notify attendees about alcohol restrictions, marijuana
restrictions, resource recovery priorities, parking and transportation systems, no dogs allowed
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and all other matters deemed necessary by the Town Manager or designee for the advanced
informational needs of FESTIVAL attendees.
5.12.6 To the extent licensed personnel, such as electricians, medical, emergency response or health
official, are required to conduct certain services or inspections, RWB shall abide by these local and
State requirements.
5.12.7 RWB agrees to make every effort to retain volunteers and paid staff from qualified persons
residing in the Town of Avon or Eagle County.
5.12.8 BOND — RWB shall deposit a bond or other security instrument in a form acceptable to the Town
Manager and payable to the Town of Avon in the amount of $5,000. 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 of this Agreement. The bond is due at the Town of Avon
Finance office no later than 5:00 p.m. on June 1, 2016. The bond, less any appropriate funds for
payment, if any, shall be refunded to RWB by July 25, 2016.
5.12.9 All references to the Town Manager in this Agreement shall also include the Town Manager's
designee.
6. AVON RESPONSIBILITIES
6.1 Avon will deliver a prepared 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 PREMISES.
6.2 AVON shall provide financial support in the amount of $8,500 to RWB. Payment shall be made as
follows:
6.2.1 Payment of $7,65o representing 9o% of the total shall be made upon execution of the Agreement.
6.2.2 Final payment of $1,95o representing 1o% of the total shall be made upon final submission and
mutual agreement on amount of ticket admission fees due to Avon as detailed in Section 3 of this
Agreement.
6.3 AVON shall provide in -kind support to RWB in the amount not to exceed $4,000. In -kind support
includes, but is not limited to staff staging assistance, police, transit operations, traffic control, and
banner installation /removal.
6.4 AVON shall cooperate with the marketing of the FESTIVAL by supporting the use of the Town of Avon
name and logo brands.
6.5 AVON shall to the greatest extent possible assist RWB with leveraging existing Town sponsorships and
relationships in helping RWB find hotel room at discounted rates and opportunities with the Beaver
Creek Resort.
6.6 If RWB produces banners for promotional purposes, AVON shall install /remove them in the following
locations: Avon Road Bridge Banner (up to 2 banners), Avon Road Round -a -bouts (up to 12 banners)
and Post Blvd. (up to 12 banners) after June 6, 2016, based on availability. RWB and Avon may mutually
agree to the number, location and installation and removal of additional banners. Avon agrees to waive
the $loo temporary sign application fee.
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6.7 AVON shall provide portable fence materials (stadium barricade — approx. goo linear feet), not already
in use, located in Town Park for use by RWB.
6.8 AVON will ensure that by June 1, 2o16, the electrical stubs and outlets on the Pavilion, on the north side
of Town Hall, and on the south side of the restroom building, are in good working order for the
concessionaires. AVON shall provide 3 -phase power at the Pavilion.
6.9 AVON agrees to provide transportation services to /from designated parking lots within Town limits
during the FESTIVAL, including identification of FESTIVAL shuttle service at Special Event Parking
venues, if warranted.
7. EVENT/FESTIVAL 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 otherfor any lost profits, lost revenues or consequential damages.
7.1 The FESTIVAL may be canceled by the Town Manager if the terms of this Agreement are not
substantially fulfilled in a timely manner or in the event of an unforeseen catastrophic event, subject to a
right to cure. Should AVON deem any term or terms of this Agreement unfulfilled and wish to base
cancellation thereon, AVON shall give RWB written notice and RWB shall have five (5) business days to
cure the term or such longer time as mutually agreed by the parties. Should RWB cure, this Agreement
shall continue in full force and effect.
7.2 In the event of cancellation, AVON shall remit to RWB all bonds less any FESTIVAL related expenditure
incurred by AVON. If RWB cancels the FESTIVAL after"ON has dedicated resources toward production
and notice of such cancellation is not given prior to May 17, 2o16, RWB shall pay AVON five thousand
dollars ($5,0oo) as liquidated damages within 3o days of the previously scheduled production date.
8. RELEASE OF LIABILITY
8.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said PREMISES.
RWB hereby expressly releases discharges Avon from any and all liabilities for any loss, injury or
damages to any person or property of RWB, 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, RWB 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 claim, damage, loss or expense is caused by any
negligent act or omission of RWB, anyone directly or indirectly employed by RWB or anyone for whose
acts RWB may be liable, except to the extent any portion is caused in part by a party indemnified
hereunder.
8.2 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, RWB hereby expressly releases and discharges AVON and its officers, agents and employees
from any and all demands, claims, liabilities, and causes of actions arising from any of the causes
aforesaid.
9. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
RWB
2016 AVON RWB FESTIVAL AGREEMENT
Page 10 of 12
Mr. Pete Benedetti
Radiate Live Events
566o Greenwood Plaza Blvd., Suite 490
Greenwood Village, Colorado, 80111
COPY To: Ms. Jen Radueg, Radiate Live Events, same address as above
AVON
Town Manager, Town of Avon
P. 0. Box 975
Avon, CO 81620
COPY TO: Director of Festival & Special Events, Town of Avon, P.O. Box 975, Avon, CO 81620
to. 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 RWB. 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.
n. Article X, Section 2o/TABOR - The parties understand 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 direct or 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
term 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.
12. 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 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 govem.
13. 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.
14. Assignment and Release - All or part of the rights, duties, obligations, responsibilities, or benefits set forth in
this Agreement shall not be assigned by RWB 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
clearly expressed in such written document of assignment.
2016 AVON RWB FESTIVAL AGREEMENT
Page 11 of 12
15. Severability - 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.
16. 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.
17. Employment of or Contracts with Illegal Aliens - RWB shall not knowingly employ or contract with an illegal
alien to perform work under this Agreement. RWB shall not contract with a subcontractor that fails to
certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering
into this Agreement, RWB certifies as of the date of this Agreement it does not knowingly employ or
contract with an illegal alien who will perform work underthe public contract for services and that the RWB
will participate in the e- 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 RWB 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 RWB obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien, the RWB shall be required to notify the
subcontractor and the Town within three (3) days that the RWB has actual knowledge that a subcontractor
is employing or contracting with an illegal alien. The RWB 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 RWB's actual knowledge. The RWB 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 RWB 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 RWB violates this provision, Avon
may terminate this Agreement, and the RWB may be liable for actual and/or consequential damages
incurred by Avon, notwithstanding any limitation on such damages provided by such Agreement.
18. 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 RWB 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, To n er
RADIATE LIVE EVENTS
BY:
Pete Benedetti, CEO
DATE: I le7[ - / ('
DATE: -L111 Z' //b
2016 AVON RWB FESTIVAL AGREEMENT
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