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01-01-2018 Vail Valley Soccer Club College Camp & ShowcaseAvon C 0 L 0 R A D 0 2018 TOWN OF AVON SPECIAL EVENT AGREEMENT FOR THE VAIL VALLEY SOCCER CLUB COLLEGE CAMP & SHOWCASE THIS AGREEMENT ("Agreement") is made and entered into on January 1, 2018, by and between the Town of Avon ("AVON"), a home rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 8162o and Vail Soccer ("PRODUCER") with its principal offices at PO BOX 2728, 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 PRODUCER filed a 2o18 Special Event Application ("2018 PRODUCER APPLICATION"), for producing the Vail Valley Soccer Club College Camp & Showcase ("EVENT"), and the Avon Ad Hoc Special Events Committee reviewed the 2o18 PRODUCER APPLICATION, and recommended dates and/or funding for the EVENT to the Avon Town Council, which were approved by the Avon Town Council by Resolution 17-26, on November 15, 2017; and WHEREAS, the parties recognize the mutual benefits of PRODUCER producing and AVON hosting the EVENT; and, WHEREAS, it is the parties' intention that this Agreement define the duties, obligations and conditions with respect to the production of the EVENT so that it is conducted in a manner and direction to be established by both parties, and so that this Agreement is consistent with the 2o18 PRODUCER APPLICATION filed with the Town and governed by the provisions of the Avon Municipal Code, as may be applicable; and, NOW, THEREFORE, for good and valuable consideration, including the mutual promises contained herein, the sufficiency of which is acknowledged and accepted by the parties, the parties agree as follows: TERMS AND CONDITIONS 1. SPECIAL EVENT PERMIT 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. 1.1. This Permit grants PRODUCER the right, and imposes the duty, to use the PREMISES as defined in this Agreement for the purpose of producing the EVENT, subject to compliance with the terms and conditions of this Agreement. 1.2. A Producer Toolkit has been prepared, which includes numerous resource documents for AVON producers to assist them when planning and producing an EVENT. The Producer Toolkit can be found at www.avon.org/specia[events. 1.3. All references to the Town Manager in this Agreement may also include the Town Manager's designee(s). AVON'S chain of command shall be provided by the Town Manager to the PRODUCER within ten (1o) business days of execution of this Agreement 1.4. PRODUCER shall provide to the Town Manager the PRODUCER'S chain of command within ten (1o) business days of execution of this Agreement. 2. ATTENDANCE ESTIMATE & SERVICES TO MEET ATTENDANCE 2.1 ATTENDANCE ESTIMATE The PRODUCER'S 2o18 PRODUCER APPLICATION estimated total attendance at the EVENT per day to equal 1,5oo based upon the following types of attendees: Number participants as paid or free ticket buyers, registered competitors, etc.: 470 Number of spectators, if applicable: 1,o81 Number of artists, exhibitors, vendors, etc.: to Number of event staff — paid or volunteer, including contractors:150 Total Attendance Per Day: 1,500 2.2 SERVICES TO MEET ATTENDANCE PRODUCER shall provide those services and meet the PRODUCER responsibilities described in this Agreement for each day's total attendance as estimated in Section 2.1. Should PRODUCER, at any time, estimate that greater than the total daily attendance is likely, the Town Manager shall be promptly noticed, and PRODUCER will be responsible to meet any new service demands prior to the start of the EVENT. PREMISES The PREMISES for the EVENT are depicted on Attachment A and are defined as a portion of Harry A. Nottingham Park, including, Upper and Lower Athletic Fields, but not including the Avon Recreation Center, Picnic Shelter, Nottingham Lake/Beach, Basketball Courts, Sand Volleyball Courts, Tennis or Pickleball Courts. PREMISES will also include any public or private parking lots made available to the PRODUCER (See Section 1o). 4. DATES AND HOURS OF USE 4.1 NON-EXCLUSIVE USE PRODUCER is granted the non-exclusive use of the PREMISES on for the sole purposes of: 1) EVENT set-up on and June 7, 2018, from 8:oo a.m. to 5:00 p.m.; and 2) EVENT break -down and site clean-up on June 11, 2018, from 8:oo a.m. to 12:00 P.M. 4.2 EXCLUSIVE USE PRODUCER is granted an exclusive use of the PREMISES on July 8, g, 10, 2018, from 8:oo a.m. to 7:00 p.m. for the EVENT. 4.3 CHANGE OF DATES AND HOURS OF USE PRODUCER may request, as a result of weather or catastrophic events, a change to the PREMISES, and/or an extension or delay of the aforementioned timelines, after which AVON may approve the request in writing. Approval of the request from PRODUCER for an extension or delay of the agreed upon timelines will not be unduly withheld by AVON. F 5. PREMISES USAGE The following guidelines shall be observed for usage of the PREMISES, including the Pavilion: 5.1.1 Use the Pavilion only in the manner permitted by this Agreement and do not allow or permit the use of the Pavilion for any other purpose or any other reasonably objectionable or unlawful act. 5.1.2 PRODUCER 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. 5.1.3 PRODUCER 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 PRODUCER, at the expense of the PRODUCER. 5.1.4 PRODUCER will respect and utilize PREMISES improvement locates and stakes shall not 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. 5.1.5 PRODUCER shall not make alterations, additions or improvements on orto 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. 5.1.6 PRODUCER shall ensure there is lighting on the perimeterfence, 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. 5.1.7 By order of the Eagle River Fire Protection District, PRODUCER 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). 5.1.8 To the extent licensed personnel, such as electricians, medical, emergency response or health official, are required to conduct certain services or inspections, PRODUCER shall abide by these local and State requirements. 5.1.9 PRODUCER agrees to make every effort to retain volunteers and paid staff from qualified persons residing in the Town of Avon or Eagle County. 6. MEDICAL AND EMERGENCY RESPONSE SERVICES 6.1 PRODUCER RESPONSIBILITIES PRODUCER shall assure the EVENT shall provide for on-site medical and emergency needs and response requirements of the EVENT. 6.1.1 Contracts for services with the PRODUCER'S emergency response agencies shall be provided to the Town Manager sixty (6o) days prior to the first date of the EVENT. 6.1.2. Contracts must be able to address on-site response for attendees who are experiencing heat exhaustion, dehydration, severe intoxication and/or are under the influence of drugs, are injured on site or any other medical need. 3 6.2 AVON RESPONSIBILITIES The Town Manager shall review the contract(s) for service, within fifteen (15) business days of receipt, and notice the PRODUCER of any concerns, which may need to be addressed. 7. SANITATION & RESOURCE RECOVERY 7.1 PRODUCER RESPONSIBILITIES PRODUCER shall provide for the sanitation facilities, resource recovery (composing and recycling) cleanliness and cleaning needs of the EVENT. 7.1.1. Contracts for services with the PRODUCER'S sanitation and recovery agencies shall be provided to the Town Manager sixty (60) days prior to the first date of the EVENT. 7.1.2 Contract services shall cover refuse management, recycling, composting, portable restrooms, grounds and Pavilion cleaning and all parking lots included in the defined PREMISES. 7.2 AVON RESPONSIBILITIES AVON shall review the contracts for service within fifteen (15) business days of receipt and notice the PRODUCER of any concerns that may need to be addressed. 8. PARKING AVON, based upon event experience in the town, to date, has determined that parking space requirements for events shall be as follows: Attendance Parking Space Estimate 1,500 or fewer persons 188 1,501 - 2,000 persons 250 2,001 - 3,000 375 3,001 or greater TBD 8.1 Public parking lots, owned by AVON, the Avon Elementary School parking lot, and Town streets are the primary parking areas for the EVENT, accounting for 270 spaces, within walking distance to the PREMISES. When required to meet parking demand beyond these parking spaces, the Town Manager will make a best effort to secure private lots to meet parking demand or provide shuttle service to the Traer Creek Plaza underground parking lot. AVON shall notice the PRODUCER of all available parking lots and street parking estimates not less than sixty (60) days prior to the first date of the EVENT. 8.2 Once parking lots are secured, the PRODUCER will be responsible for staffing, lighting, signage, and sanitation, and any insurance requirements. 8.3 Should a private parking lot owner or manager require payment for use of a lot, the PRODUCER shall negotiate with parking lot owner the fee and pay the amount required not less than sixty (60) days before the first day of the EVENT. The Town Manager may serve as a facilitator during the fee negotiation or negotiate the fee, when requested, on behalf of the PRODUCER. Certificates of insurance for any and all private parking lot owners shall be provided to the Town Manager not later than ten (10) business days prior to the first day of the EVENT. 2 9. MULTIMODAL TRANSPORTATION SERVICES The Avon Town Council's adopted Climate Action Plan emphasizes the importance of walking, biking, carpooling and using bus transit. AVON and the PRODUCER agree to encourage attendees, staff, volunteers, etc. to take public transportation, bike, walk and carpool. AVON will be responsible for providing bike racks on-site for the EVENT. Extended in -town bus service may be provided when the Beaver Creek and/or Traer Creek Plaza lots are included in the EVENT parking. 1o. MARKETING PRODUCER RESPONSIBILITIES 1o.1. PRODUCER shall implement the Marketing Plan, which was provided in the 2o18 PRODUCER APPLICATION, and is attached to this Agreement as Attachment B. 1o.1.1. In addition, the PRODUCER shall advertise through all media outlets the following messages: 1) no open containers are allowed within Avon; z) 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 mobility information. 10.1.2. The PRODUCER shall place signage provided by the Town of Avon throughout premises of the following messages: 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 mobility information. 10.1.3. PRODUCER agrees to provide AVON, by not later than sixty (6o) days after the EVENT, not fewer than five (5) professional quality reproducible photographs and not less than ninety (9o) seconds of edited video from the 2o18 EVENT for use by AVON in any and all AVON marketing and or promotions, which may include, but is not limited to print, web, social channels, etc. 10.2AVON RESPONSIBILITIES 10.2.1 AVON will post on its website, content, provided from the PRODUCER, within five (5) business days after receipt of "posting ready" materials from the PRODUCER. Content may include a high resolution EVENT logo and up to five (5) professional quality reproducible photographs and edited video, not to exceed ninety (9o) seconds. 10.2.2 AVON shall disseminate PRODUCER prepared press releases and Facebook postings, as soon as possible, once received from the PRODUCER. 10.2.3 AVON will post the EVENT in its "all 2018 events" website postings and press releases. 10.2.4 In addition to the "Exempt Admissions" authorized by Resolution 15-08, AVON will make available up to three hundred (300) additional "Exempt" single -day admissions (Complimentary Media) to the PRODUCER specifically for marketing purposes. 16. AVON CASH AND IN-KIND SPONSORSHIP & USE OF FUNDS 16.1 PAYMENT OF CASH FUNDS SCHEDULE Cash funding of $6,300.00 was appropriated by the Avon Town Council to support the EVENT. Funds will be released as follows: 16.1.1 Ninety percent (90%) within ten (1o) business days of execution of this Agreement by both parties. 5 16.1.2 Ten percent (10%) upon verification after post -EVENT inspection, completion of after - EVENT staff and Ad Hoc Special Event Committee review meetings, and receipt and approval of Post -Event Survey. 16.2 USE OF CASH FUNDS PRODUCER may use cash funds to defray the production costs of the EVENT, including implementation of the PRODUCER'S Marketing Plan, which was provided in the 2o18 PRODUCER'S APPLICATION. 16.3 IN-KIND SUPPORT AVON shall provide in-kind support to PRODUCER as shown in Attachment C, in an amount not to exceed $96o.00. The Town Manager shall track the in-kind expenses and notify the PRODUCER at any time the award level is being approached. 17. AVON BENEFITS AS A SPONSOR 17.1 PRODUCER shall provide a complete list of sponsor benefits at a level commensurate to other EVENT sponsors and list of fulfillment benefits, which AVON shall receive within thirty (30) days of execution of this Agreement. Should AVON be entitled to complimentary advertising, photography or other media exposure in any of the EVENT program or other informational materials, PRODUCER shall provide AVON all production specifications and deadlines a minimum of sixty (6o) days in advance of the publication. 18. SUCCESS METRICS — EVENT INTERCEPT SURVEY/POST-EVENT SURVEY 18.1 PRODUCER RESPONSIBILITIES PRODUCER shall conduct on-site intercept survey or a post -event survey. The survey instrument questions and final report shall be provided to AVON within thirty (3o) days of the last day of the EVENT. 18.2 AVON RESPONSIBILITIES If AVON includes the EVENT in either an on-site intercept survey or a post -event survey via email, PRODUCER shall grant access to AVON'S consultant firm. AVON shall retain and have ownership of the data collected by AVON; and, the survey instrument questions and final report shall be provided to the producer within sixty (6o) days of AVON receiving the final report. 19. POST EVENT REVIEWS The Town Manager and PRODUCER, and respective key staff, shall meet on September 6, 2018, at 9:oo a.m., in the Avon Town Hall to review the EVENT. The meeting date may be changed with agreement by the parties. The PRODUCER shall meet with the Ad Hoc Special Events Committee at its regular meeting following the completion of the post -event survey, or as soon as practicable. 20. INSURANCE & INDEMNIFICATION 20.1. PRODUCER RESPONSIBILITIES PRODUCER 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 PRODUCER's actions or omissions in connection with the conduct of the EVENT. PRODUCER 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 EVENT. The policy dates shall include the entire range of dates for which Town property is used. The minimum limits and requirements of the coverage for less than 1,000 in attendance shall include: $1,000,000 per occurrence primary coverage, and $z,000,000 annual aggregate; 30 days' written notice of cancellation; host and general liquor liability insurance in the same amounts listed above if applicable; $1,000,000 personal and advertising injury coverage; and $50,000 fire damage. For attendance greater than 1,000, the requirements are as follows" ATTENDANCE Limits Per occurrence Requirements Aggregate Host Liquor Liability Personal & Advertising Injury Fire Automobile 1,001 - 2,000 $1M $3M $1M $1M $50,000 $1M 2,001 - 3,000 1 $1M 1 $4M I $1M 1 $1M 1 $50,0001 $1M 3,001 - 5,000 1 $1M I $5M I $1M I $1M 1 $50,000 $1M 20.1.1. PRODUCER shall provide to AVON proof of Comprehensive Automobile Liability insurance for any private motor vehicles owned by PRODUCER or its officers, agents, or employees that are used as part of the EVENT. The insurance policy shall provide that it is primary insurance and that its coverage will apply prior to utilization of AVON's general liability coverage. 20.1.2. PRODUCER shall provide written evidence of all insurance coverage required in this paragraph 23.1.2 to the Town Manager no later than thirty (30) days prior to the first day of the EVENT. All required insurance policies shall be non -cancellable without thirty (30) days prior written notice to AVON. 20.1.3. 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 $ggo,000 for multiple claims arising from a single incident) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-10l et seq., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its officers, agents, or employees. 20.1.4. PRODUCER shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to paragraph 25.1 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. 20.1.5. All subcontractors of PRODUCER shall be required to list the Town of Avon, its elected officials, officers and employees as additional insured and provide the appropriate certificate of insurance to Avon upon request. 21. EVENT CANCELLATION Either party may cancel the EVENT in whole or in part, for any substantial reason beyond either 7 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. 21.1. The EVENT may be canceled by the Town Manager if the terms of this Agreement are not substantially fulfilled in a timely manner or in the event of an unforeseen catastrophic event, subject to a right to cure. Should AVON deem any term or terms of this Agreement unfulfilled and wish to base cancellation thereon, AVON shall give PRODUCER written notice and PRODUCER shall have five (5) business days to cure the term or such longer time as mutually agreed by the parties. Should PRODUCER cure, this Agreement shall continue in full force and effect. 21.2. In the event of cancellation, AVON shall remit to PRODUCER all deposits less any EVENT related expenditure incurred by AVON. If PRODUCER cancels the EVENT after AVON has dedicated resources toward production and notice of such cancellation is not given ninety (go) days prior to the first day of the EVENT, PRODUCER shall pay AVON five thousand dollars ($5,000) as liquidated damages within thirty (3o) days of the previously scheduled production date. Notwithstanding any other provision to the contrary, if PRODUCER cancels the EVENT, PRODUCER shall return to AVON all funds provided by AVON for the EVENT within fifteen (15) days of cancellation and any funds not returned to and received by AVON shall bear interest at the rate set forth in Avon Municipal Code Chapter 3.32 — Interest on Past Due Accounts. 22. RELEASE OF LIABILITY 22.1. AVON assumes no responsibility whatsoever for any non -municipal property placed in said PREMISES. PRODUCER hereby expressly releases discharges Avon from any and all liabilities for any loss, injury or damages to any person or property of PRODUCER, 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, PRODUCER 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 PRODUCER, anyone directly or indirectly employed by PRODUCER or anyone for whose acts PRODUCER may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 22.2. 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 EVENT, or which in the judgment of the Town Manager, renders the fulfillment of this Agreement by AVON impossible, PRODUCER 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. 23. AVON TRADEMARKS 23.1. Avon's Marks, including EVENT logos, are and shall remain the sole and exclusive property of AVON. PRODUCER shall not hold itself out as having any ownership rights with respect to AVON's Marks or, except as may be specifically granted hereunder, any other rights herein. 0 Any and all goodwill associated with any such rights shall inure directly and exclusively to the benefit of AVON. 23 -2 -Subject to the terms and conditions of this Agreement, AVON hereby grants to PRODUCER a non-exclusive, non -transferable, revocable and limited license to reproduce AVON's Marks in connection with (1) the EVENTS; and, (2) carrying out any other PRODUCER obligations under this Agreement. Except as expressly permitted hereunder, PRODUCER hereby covenants and agrees that it will make no use of Avon's Marks. PRODUCER shall have no right to sublicense its rights under this license. 23.3.PRODUCER'S 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, PRODUCER shall provide AVON with samples of all such materials for AVON's review and approval or disapproval. 23.4• Any trademarks, logos or other intellectual property developed by AVON or by PRODUCER in connection with its EVENTS services provided hereunder shall be the property of AVON. 24. NOTICES Any notice to either party under this Agreement shall be in writing to the following addresses: PRODUCER Executive Director, Kerri Thelen Post Office Box 2728 Edwards, CO 81632 Via Email: director(@vailsoccer.co_m AVON Town Manager, Town of Avon Post Office Box 975 Avon, CO 81620 Via Email: vegger@avon.org 25. 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 PRODUCER. 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. 26. 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 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 5E Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 27. 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. 28. 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. 29. Assignment and Release - All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by PRODUCER 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. 30. 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. 31. Incorporation of Exhibits - Unless otherwise stated in this Agreement, all 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. 32. Employment of or Contracts with Illegal Aliens - PRODUCER shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. PRODUCER 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, PRODUCER 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 PRODUCER 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 PRODUCER 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 PRODUCER obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the PRODUCER shall be required to notify the subcontractor and the Town within three (3) days that 10 the PRODUCER has actual knowledge that a subcontractor is employing or contracting with an illegal alien. The PRODUCER 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 PRODUCER's actual knowledge. The PRODUCER 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 PRODUCER 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 PRODUCER violates this provision, Avon may terminate this Agreement, and the PRODUCER may be liable for actual and/or consequential damages incurred by Avon, notwithstanding any limitation on such damages provided by such Agreement. 33• 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 PRODUCER 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: U ee Virginia C. Egger, Tow 'n ger PROLU � / I --- BY: CER 11 DATE: 2 - 8 - ZO 1 8 DATE: G V PREMISE ATTACHMENT A Premise and Parking Lots J J � . I i � � J J , J J 1JJ Avon Upper Field Avon Lower Field 12 �/ ' ."'1 . d+�`\ `# 'bachelor "� a erfront eauer.'. �. 'Ra nt n;Rivera .. `'4 8 `A ` IT -Bear • _ver Edge ApartmentR M �" �at lace •; gave �a _State Nottin ark q_l�` W ,we $e{e a S trC.tek , n ofikr dr7t uhf' Theq$nr r" J ��` f g ttdo Nam park, Avontw Y a aha+ ATTACHMENT B Marketing Plan as Presented in 2018 Special Event Application WSC will spotlighted the Town of Avon local Avon businesses for our traveling athletes and their families. MARKETING PLAN -Full Page Advertising in The Vail Cup Program distributed October 2017-3000 printed copies and handed to traveling and local teams. -Year-round advertising on Vail Valley Soccer Club website: l000 views 12 months a year. -Advertising on social media, membership emails: z000 views; monthly. -Advertising on Colorado Soccer Association and got soccer: 75,000 views z times a year. -Direct emailing to all Colorado High School coaches: l000 views 4 times year -TOA logo listed on z000 practice jerseys. -TOA listed on website and Vail Valley Cup Page. -Direct emailing to i000 plus college coaches spotlighting TOA. -Direct emailing to all attendees spotlighting TOA events, businesses and activities prior to event -3 mailings. -TOA Signage will be present at all field locations. -TOA event calendar will be linked on WSC's website year-round. Sponsorship: WSC will seek sponsors for this event to help off -set expenses of the traveling coaches. Town of Avon businesses will be given priority and discounts. Signage will be sold at this event highlighting TOA businesses. All businesses will be represented on fields, t - shirt given at event and through welcome material given at registration night. 14 ATTACHMENT C In -Kind Grant Benefits: The Town of Avon is committed to assisting producers, who are staging events at any one of Avon's publicly -owned venues. As such, the Town may grant in-kind benefits to a producer to help facilitate use of any facility. In-kind support includes the following: ■ Facilities: Facilities are made available, at no charge to the producer, but do require a damage deposit. Avon's Facilities include: Avon Performance Pavilion, Harry A. Nottingham Park lower and upper fields, Nottingham Lake, the Recreation Cabin, Town Hall meeting rooms, Possibility and Lettuce Shed Lane Plazas, the Main Street Mall and public right-of-ways and parking lots. Services: Many of the service requirements for any event can be met with the producer's own crew and volunteers, ranging from sound and light staging to trash and recycling. The Town recognizes, however, certain venue set-up requirements, use of assets and on-site information is needed to help producers use the outdoor venues successfully. Common services provided by the Town include: Facility operations information, delivery of assets, instruction on asset utilization and placement, closing of roads and parking lots, delivery of VMS boards for event information. Volunteers: The Town solicits volunteers each year to help with events directly produced by the Town. At the time of recruitment, Town volunteers are asked if they would like her or his name made available to private event producers. The Town makes those persons contact information to private event producers on a request only basis. Town staff also can make recommendations to producers on how best to recruit volunteers in the region. Based upon the 2018 Special Event Application filed with the Town of Avon, the following In-kind grant benefits are being provided: I. Facility(s) — No Charge FACILITY(S): DATES AND HOURS: See Section 3 ■ Avon Performance Pavilion ■ Avon Upper Field ■ Avon Cabin ■ Avon Town Hall Council Chambers ■ Parking Lots shown on Attachment A and listed in Section 5 15 ■ Beaver Creek Elk Lot (subject to approval by BCRC ■ Recreation Center — 40 spaces ■ Avon Elementary School Parking Lot II. Services —No Charge SERVICES TOTALVALUE HOURS SERVICE SERVICE DESCRIPTION COST/HOUR HOURS GRANTED GRANTED Special Events Manager EVENT ADMINISTRATION, COORDINATION, N/A AS NEEDED NOT CALCULATED ON-CALL Special Events Production Assistant EVENT ADMINISTRATION, COORDINATION, N/A AS NEEDED NOT CALCULATED ON-CALL Public Works Management EVENT ADMINISTRATION, COORDINATION, $58.57 AS NEEDED AS NEEDED ON-CALL Internet Service Pre -event internet password and check; On - $1.00 AS NEEDED AS NEEDED Call Facility Operations/Town Engineer Pre -event operational check, On -Call $1.00 AS NEEDED AS NEEDED Locate Irrigation System Mark irrigation with cones and painttp $36.22 0 $0.00 ensure safe ingress/egress. Snow Fence Install Drilling holes and securing fencing. $36.22 O $0.00 Drop and Program VMS Boards Location and messaging to be determined $36.22 O $0.00 in transportation plan. Close Parking Lots (Map of Parking Closed with signage; Staffed by PRODUCER $36.22 0 $0.00 Lots included on Schematic) crew or volunteers Close Lake Street Closed with barrels. Staffed by PRODUCER $36.22 O $0.00 crew orvolunteers. Upper Field Soccer Prep. Stripping, mowing, setting goals, and $36.22 13.5 $488.97 additional miscellaneous tasks. Lower Field Soccer Prep. Stripping, mowing, setting goals, and $36.22 13 $470.86 additional miscellaneous tasks. Instruction on Electric Assets and Instruction on electric assets and $52.04 0 $0.00 Locations specifications. Drop cones, barrels, etc. Does not include setting -up. $36.22 0 $0.00 Call in locates to Colorado 811 Dependent on an accurate site -map of $1.00 0 $0.00 tents, stakes, etc. Shuttle Services Bus service, when needed, for private $83.00 0 $0.00 parking lots TOTAL VALUE GRANTED: $959.83 CONDITIONS 1. Service dates and hours are established by AVON once the Set-up and Tear -down Plans are received (See Section 5). 2. AVON On -Call: Staff is available by call/text to troubleshoot and assist producers during the EVENT. The primary contact for all on-call staff will be the Special Events administrator on call. 16