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05-28-2016 2016 Team Evergreen Bicycle ClubAvo nnl ­!- C 0 L 0 R A C 0 2016 TEAM EVERGREEN BICYCLE CLUB FESTIVAL AGREEMENT THIS AGREEMENT is made and entered into on/1R14{2016, by and between the Town of Avon ( "AVON "), a home rule municipality of the State of Colorado, with its princ``i``p l offices at One Lake Street, Avon, Colorado, 8162o and Team Evergreen Bicycle Club Inc., hereinafter referred to as ( "TEAM EVERGREEN "), a Colorado Corporation with its principal offices at 1202 Bergen Parkway, Suite 300, c/o Felde Associates, Evergreen, CO 80439. 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 TEAM EVERGREEN producing and AVON hosting the "26`h Annual Triple Bypass Finish Celebration" on July 9, 2o16 ( "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 which meets the needs of the community as 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 Harry A. Nottingham Park, Lake Street and Benchmark Road 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 TEAM EVERGREEN the right, and imposes the duty, to use the PREMISES as defined in this Agreement for the purpose of producing the FESTIVAL on July 9, 2o16, subject to compliance with the terms and conditions of this Agreement. 1.1 The site of the FESTIVAL on July 9, 2o16, (herein referred to as the "PREMISES ") is defined as a portion of Harry A. Nottingham Park, a portion of Lake Street and a portion of Benchmark Road (as depicted on Attachment "A "), including the main athletic field, but not including the Avon Recreation Center, Picnic Shelter, Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, Tennis or Pickleball Courts. 1.2 TEAM EVERGREEN is granted an exclusive right of use of the PREMISES on July 9, 2o16 from 6:oo a.m., through 1o:oo p.m. for set -up and FESTIVAL production. TEAM EVERGREEN shall also have non - exclusive rights to access the PREMISES for set -up on July 8, 2o16, from 9:oo a.m. to 5:00 p.m.; and, on July 10, 2016 from 7:oo a.m. to 12:00 p.m. for the sole purpose of FESTIVAL break -down and site clean -up. TEAM EVERGREEN may request, as a result of weather or catastrophic events, an extension or delay of the aforementioned timelines, after which AVON may approve the request in writing. Approval of the request from TEAM EVERGREEN for an extension or delay of the agreed upon timelines will not be unduly withheld by AVON. z. MAXIMUM CROWD SIZE -TEAM EVERGREEN agrees that the maximum crowd size will not exceed 5,000 attendees at any 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 1 of 9 one time during the FESTIVAL including paid attendees, rider support, vendor and subcontractors, volunteers, general public and event staff. TEAM EVERGREEN will accurately manage the crowd size through wristbands, counters or a combination of both. 3. TEAM EVERGREEN RESPONSIBILITIES 3.1 SERVICES FOR CROWD SIZE, FESTIVAL MARKETING & PROMOTIONS, INFORMATION BOOTH — TEAM EVERGREEN shall provide the following services for the FESTIVAL during the term of this Agreement for the successful production of the FESTIVAL: 3.1.1 Service to be provided for Crowd Size -TEAM EVERGREEN shall provide for those services described in Section 3 below for the FESTIVAL admissions. Should TEAM EVERGREEN be unable to provide those services in Section 3 for all admissions, TEAM EVERGREEN shall limit admissions to the number of people able to be accommodated by the services provided. Should TEAM EVERGREEN, at anytime, estimate that greater than the daily admissions are likely, services described in Section 3, AVON shall be promptly noticed, and TEAM EVERGREEN will be responsible to meet any new demands prior to the start of the FESTIVAL. 3.1.2 Marketing & Promotions - 3.1.2.1 AVON shall receive, based upon its total cash contribution of $2,50o and in -kind services valued at $2,500 for a total sponsorship of $5,000; all benefits, including but not limited to, priority placement on the FESTIVAL website for Avon lodging properties, and AVON logo placement, plus all other sponsor benefits commensurate with the TEAM EVERGREEN sponsorship package offered to all other sponsors at the $5,000 level. The TEAM EVERGREEN sponsorship package shall be provided to the Town Manager or designee not later than May 1, 2o16. 3.1.2.2 TEAM EVERGREEN, in its marketing and advertising, shall notify attendees about alcohol and recreational marijuana restrictions, resource recovery priorities, parking locations and transportation systems, no open containers allowed, no pets allowed and all other matters deemed necessary by the Town Manager or designee for the advance informational needs of FESTIVAL attendees. The Town Manager or designee is available to review marketing materials upon request. 3.1.3• Town of Avon Information Booth - TEAM EVERGREEN shall provide to AVON a site to locate a 10 x 10 tent for use by AVON for other festival or event promotion and general Town information. Staffing for the booth shall be provided by AVON. 3.2 PREMISES SET -UP & TEAR DOWN PLAN -TEAM EVERGREEN shall provide a PREMISES set -up and tear down plan to the Town Manager by 5:oo p.m., May 9, 2o16. The plan shall include a schedule for installation /removal and a scaled map of all proposed structures including but not limited to catering kitchen, sound systems, massage tent, bike lock -up, baggage area /trucks, ADA areas, addition of a plywood road for heavy trucks, entry/exit points, tents, fencing, portable facilities, vendor spaces, tables, seating, designated smoking area and other areas of FESTIVAL elements. Stakes are not to be driven into the ground along any pathways, parking lots or grassy areas with underground sprinkler systems without prior permission from the Town Manager or designee. 3.3 VENDOR LICENSING 3.3.1 TEAM EVERGREEN shall provide a list of vendors to the Town Manager or designee by 5:00 p.m. on June 13, 2016. The list shall include the business names /dba, physical address, mailing address, phone number, email address, contact name, type of activity, how the Avon Special Event Vendor License payment will be received, selling or not selling, and if the business is an existing Avon business. In selecting vendors and sponsors, TEAM EVERGREEN acknowledges and shall abide by AVON's restrictions to Marijuana Businesses as outlined on Attachment "B ". 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 2 of 9 3.3.2 TEAM EVERGREEN shall provide the following sales tax filing instructions to all vendors requiring the Special Event Vendor License: 3.3.2.1• Go to www.avon.org and click on the "Online Payments" button located at the bottom of the home page; 3.3.2.2• 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. 3.3.2.3• 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 - 751-1911• 3.4• LIQUOR LICENSE - TEAM EVERGREEN shall be solely responsible for identifying a local nonprofit to acquire a liquor license for the FESTIVAL. AVON shall provide to TEAM EVERGREEN a list of local non - profits, which positively benefit the lives of local residents and/or the larger community of AVON, see Attachment "C" AVON encourages TEAM EVERGREEN to consider one or more of the local non - profits as the liquor license applicant. Application for the license and all insurance and indemnification requirements pursuant to Avon Municipal Code 5.o8.170 shall be the responsibility of TEAM EVERGREEN and its' nonprofit. The application will be due to the Avon Town Clerk not later than May 23, 2o16. 3.5• STAFFING — TEAM EVERGREEN shall be responsible for all staffing and volunteer needs of the FESTIVAL to include set- up, FESTIVAL production, site tear down and clean up. 3.6. OPERATIONS & EQUIPMENT - TEAM EVERGREEN shall be responsible for all FESTIVAL operations, equipment, and all equipment rentals for the FESTIVAL. 3.7. SECURITY PLAN — TEAM EVERGREEN shall provide to the Town Manager a plan which details the security and law enforcement needs for the FESTIVAL by May 9, 2016. The plan shall include, but not be limited to, security needs for alcohol sales, enforcement of marijuana restrictions, crowd management, lost children protocol, lost and found protocol, communication plan for law enforcement and emergency response agencies, communication plan for operations with AVON personnel and chain of command, and external support from the Avon Police Department and Eagle County Sheriff's Office. A contract for services with a security agency shall be presented by not later than June 30, 2016. 3.7.1. TEAM EVERGREEN shall provide adequate proof to the Town Manager that the PREMISES are protected from damage through a plywood road for heavy trucks, fencing, crowd management measures, signage, or other sufficient means. 3.7.2. Pre - FESTIVAL information shall sufficiently and frequently communicate to attendees through all media and public address outlets, signage to be placed at the FESTIVAL entrance /exit, Avon Transportation pedestrian paths of ingress /egress, FESTIVAL general public and support vehicle parking; 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 PREMISES; and, (6) all relevant parking and transportation information. 3.8. ROUTE SAFETY PLAN — TEAM EVERGREEN shall provide to the Town Manager or designee a plan which details the law enforcement needs for route safety for the FESTIVAL by May 9, 2o16. The plan shall include, but not be limited to 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 3 of 9 number of law enforcement requested, hours of services and location of officers. Based upon the plan, the Town Manager or designee shall determine the number of law enforcement needs for route safety and general public safety. TEAM EVERGREEN shall be required to complete an Avon Police Department Extra Duty Agreement in order to facilitate the procurement of law enforcement. 3.9• MEDICAL AND EMERGENCY RESPONSE PLAN — TEAM EVERGREEN shall provide to the Town Manager a plan which details the medical response and emergency response agencies and protocols for the FESTIVAL by May 9, 2o16, 5:00 p.m. The plan shall include a management protocol for people who are experiencing heat exhaustion, dehydration, hypothermia, severely intoxicated or under the influence of illegal drugs and not able to walk to public transportation or parking lots. AVON shall require copies of all contracts for services by not later than June 30, 2o16. 3.10. SANITATION & RESOURCE RECOVERY - TEAM EVERGREEN shall provide to the Town Manager a plan which details the sanitation facilities, resource recovery (composting and recycling) and cleaning program by May 9, 2o16. The plan shall cover the PREMISES, parking lots and pedestrian pathways to and from parking lots. The number and location of portable sanitation facilities, dumpsters, and trash cans shall be provided, with times of placement. Avon shall require copies of all contracts for services by not later than June 30, 2o16. 3.11. PARKING & TRANSPORTATION PLAN — TEAM EVERGREEN shall provide to the Town Manager or designee, by 5:00 p.m., May 9, 2016, a plan which details mass transportation needs and parking locations for all attendees. 3.11.1. The transportation plan shall detail what type transit services will be offered to paid attendees which need access to the PREMISES, including hours of service, location of pick -up and drop sites, length of vehicles (charter buses and bike storage trucks), the number of vehicles and estimated frequency of trips. AVON shall work with TEAM EVERGREEN to finalize the parking and transportation plans by not later than May 30, 2o16. 3.11.2. The transportation plan shall detail road closures requested for the bike route safety including hours of closure, points /intersections of closures, marshal, event staff and volunteer staffing placement locations and hours. 3.11.3• The transportation plan shall detail parking lots to be utilized for paid attendees, rider support/sag, vendor and subcontractors, volunteers and event staff including hours of use and number of volunteer /paid staffing for all parking lots. 3.11.4. Agreements with property owners for the use of parking lots shall be provided by not later than June 30, 2o16, to the Town Manager or designee 3.11.5• The transportation plan shall detail directional signage plan by not later than May 9, 2o16 which shall detail the direction provided to both vehicular and pedestrian traffic. This plan shall include types of signage used, quantity, location and installationlremoval dates. 3.12. INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town business. TEAM EVERGREEN 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. 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 FESTIVAL merchandise sales, vendor booth sales and media only. TOA- Public bandwidth is loo megabits down /20 megabits up. Under no circumstances shall TEAM EVERGREEN share the passcode with the general public. 3.13• PREMISES INSPECTION — TEAM EVERGREEN and AVON shall jointly perform and document a pre- FESTIVAL inspection of the PREMISES not later than 9:oo a.m. on July 8, 2o16 and a post - FESTIVAL inspection of the PREMISES not later than 12:00 p.m. on July 10, 2o16, before the PREMISES are released to TEAM EVERGREEN and returned to 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 4 of 9 AVON. TEAM EVERGREEN shall notify Avon Town Manager or designee of any problems or damage that may have occurred during the FESTIVAL during the post - FESTIVAL inspection. 3.14• INSURANCE & INDEMNIFICATION 3.14.1. TEAM EVERGREEN 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 TEAM EVERGREEN'S actions or omissions in connection with the conduct of the FESTIVALS. 3.14.2. AVON agrees to indemnify the TEAM EVERGREEN, 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 FESTIVALS 3.14.3• TEAM EVERGREEN 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 FESTIVALS. 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 $3,000,000 annual aggregate; 3o days' notice of cancellation; $1,000,000 host and general liquor liability insurance; $3,000,000 personal and advertising injury coverage; and $50,000 fire damage. 3.14.4• TEAM EVERGREEN shall provide to AVON proof of Comprehensive Automobile Liability insurance for any private motor vehicles owned by TEAM EVERGREEN or its officers, agents, or employees that are used as part of the FESTIVALS. The insurance policy shall provide that it is primary insurance and that its coverage will apply prior to utilization of AVON's general liability coverage. 3.14.5- Written evidence of such general liability and alcohol liability policies and coverage shall be provided to the Town Manager no later than June 1, 2016, at 5:00 p.m. All insurance policies shall be non - cancelable without thirty (30) days prior notice to AVON. 3.14.6. 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., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its officers, agents, or employees. 3.14.7• TEAM EVERGREEN 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. 4. BOND — TEAM EVERGREEN 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 two- thousand dollars ($2,000). The bond is intended to secure payment of 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:oo p.m. on July 1, 2o16. The bond, less any appropriate funds for payment, if any, shall be refunded to TEAM EVERGREEN by July 31, 2o16. 5. AVON TRADEMARKS 5.1. Avon's Marks, including FESTIVAL logos, are and shall remain the sole and exclusive property of AVON. TEAM EVERGREEN shall not hold itself out as having any ownership rights with respect to AVON's Marks or, except as 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 5 of 9 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. 5.2. Subject to the terms and conditions of this Agreement, AVON hereby grants to TEAM EVERGREEN a non - exclusive, non - transferable, revocable and limited license to reproduce AVON's Marks in connection with (1) the FESTIVAL; and, (2) carrying out any other TEAM EVERGREEN obligations under this Agreement. Except as expressly permitted hereunder, TEAM EVERGREEN hereby covenants and agrees that it will make no use of Avon's Marks. TEAM EVERGREEN shall have no right to sublicense its rights under this license. 5.3• TEAM EVERGREENS 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, TEAM EVERGREEN shall provide AVON with samples of all such materials for AVON's review and approval or disapproval. 5.4• Any trademarks, logos or other intellectual property developed by AVON or by TEAM EVERGREEN in connection with its FESTIVAL services provided hereunder shall be the property of AVON. 6. AVON RESPONSIBILITIES — 6.1. AVON shall provide financial support in the amount of two- thousand five - hundred dollars ($2,500) to TEAM EVERGREEN. Payment shall be made within thirty (30) days of execution of this Agreement. 6.2. AVON shall provide in kind support to TEAM EVERGREEN in the amount not to exceed twenty -five hundred ($2,500). In -kind support includes the following: 6.2.1. Up to nine hundred (goo) linear feet of stadium barricade fencing, not already in use and, AVON staff labor to install the fencing and remove the fencing, 6.2.2. Up to ten (10) Zero Hero stations to include tent, collapsible bins and all liners, 6.2.3. Up to four (4) portable VMS boards including set -up, programming and removal, 6.2.4. Up to five (5) 10 x 10 tents with sidewall, 6.2.5. One Avon special event volunteer to assist with hauling trash, recycling and composting to dumpsters on July 9, 2016 between the hours of 4:00 p.m. and 8:0o p.m., 6.2.6. Two (2) Avon Public Works personnel to manage vehicular traffic between Avon Road, Riverfront Lane, Lake Street and Benchmark Road on July 9, 2016 between the hours of 12:30 p.m. and 8:0o p.m., and, 6.2.7. Traffic control materials and devices including set -up and removal. 6.3. AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon name and logo brands. 6.4. AVON will ensure that the electrical stubs and outlets in the Park and along Lake Street are in good working order for the concessionaires. AVON shall provide 3 -phase power originating from the Avon Performance Pavilion and/or Town Hall building on the northern exterior wall. 7. EVENT /FESTIVAL CANCELLATION —This FESTIVAL 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 2016 TEAM EVERGREEN FESTIVAL AGREEMENT Page 6 of 9 the control of the parties, TEAM EVERGREEN shall be entitled to work to date performed on behalf of AVON and FESTIVAL, for its time investment in the FESTIVAL, 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. 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 unforeseen catastrophic events, 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 TEAM EVERGREEN written notice and TEAM EVERGREEN shall have five (5) business days to cure the term or such longer time as mutually agreed by the parties. Should TEAM EVERGREEN cure, this Agreement shall continue in full force and effect. 8. RELEASE OF LIABILITY 8.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said PREMISES. AVON is hereby expressly released and discharged from any and all liabilities for any loss, injury or damages to any person or property of TEAM EVERGREEN, its employees, agents, and concessionaires or of any performer or spectator that may be sustained by reason of the occupancy of the PREMISES under this License Agreement, except for the sole negligence of AVON or its officers, agents, employees. 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, TEAM EVERGREEN 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, except for monies already earned or expended in accordance with provision of section 7 (EVENT /FESTIVAL CANCELLATION). 9. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses: TEAM EVERGREEN PERFORMANCE Ms. Jennifer Barbour P.O. Box 3804 Evergreen, CO 80437-3804 Via email: execdir@teamevergreen.org COPY TO: Jennifer Anderson Via email: tripie@triplybypass.org AVON Town Manager, Town of Avon P. O. 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 1o. 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 TEAM EVERGREEN. 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. 11. ARTICLE X, SECTION 20 /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 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 7 of 9 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 govern. 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 TEAM EVERGREEN 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. 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 ATTACHMENTS - Unless otherwise stated in this Agreement, attachments, 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 - TEAM EVERGREEN shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. TEAM EVERGREEN 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, TEAM EVERGREEN certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the TEAM EVERGREEN 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 TEAM EVERGREEN 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 TEAM EVERGREEN obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the TEAM EVERGREEN shall be required to notify the subcontractor and the Town within three (3) days that the TEAM EVERGREEN has actual knowledge that a subcontractor is employing or contracting with an illegal alien. The TEAM EVERGREEN 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 TEAM EVERGREEN's actual knowledge. The TEAM EVERGREEN 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 TEAM EVERGREEN 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 TEAM EVERGREEN violates this provision, Avon may terminate this Agreement, and the TEAM EVERGREEN may be liable for actual and /or 2o16 TEAM EVERGREEN FESTIVAL AGREEMENT Page 8 of 9 consequential damages incurred by Avon, notwithstanding any limitation on such damages provided by such Agreement. 18. DISPUTES - In the event that suit is brought (or arbitration instituted) or any attorney is retained or employed by any party to this Agreement to enforce the terms of this Agreement, to collect any money due hereunder, or to collect any money damages for breach thereof, the prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney's fees or the reasonable value of salaried attorney's time incurred in connection therewith. Venue for any action of proceeding that arises out of any dispute under this agreement shall be in Eagle County, Colorado. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. TOWN OF AVON By and Through Its Town Manager By: 7 2 e Date: Virginia C. Egger, Town n g r TEAM EVERGREEN BICYCLE CLUB, INC. By: \' Date: . Kelly Garr d, Tr u er —Team Evergreen 2016 TEAM EVERGREEN FESTIVAL AGREEMENT Page 9 of 9