05-01-2018 Beaver Creek Rodeo SeriesAvon
COLOnAVO
2018 TOWN OF AVON SPECIAL EVENT AGREEMENT
FOR THE
BEAVER CREEK RODEO SERIES
THIS AGREEMENT ("Agreement") is made and entered into on May 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, 81620 and Beaver Creek Resort Company ("PRODUCER") with
its principal offices at P.O. BOX 5390, Avon, Colorado, 81620.
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 M8 Special Event Application ("2018 PRODUCER APPLICATION"),
for producing the Beaver Creek Rodeo Series ("EVENT"), and the Avon Ad Hoc Special Events
Committee reviewed the 2018 PRODUCER APPLICATION, and recommended dates andfor 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 2018
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. MARKETING
1.1. PRODUCER RESPONSIBILITIES
1.1.1. PRODUCER shall implement the Marketing Plan, which was provided in the 2018
PRODUCER APPLICATION, and is attached to this Agreement as Attachment A.
1.1.2. PRODUCER agrees to provide AVON, by not later than sixty (6o) days after the EVENT,
not fewer than ten (1o) professional quality reproducible photographs from the 2018
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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.
2. AVON CASH AND IN-KIND SPONSORSHIP & USE OF FUNDS
2.1 PAYMENT OF CASH FUNDS SCHEDULE
Cash funding of $g,000.00 was appropriated by the Avon Town Council to support the
EVENT. Funds will be released as follows:
2.1.1 Sixty percent (6o%) within ten (lo) business days of execution of this Agreement by
both parties.
2.1.2 Forty percent (40%) within ten (lo) business days after completion of after -EVENT
staff and Ad Hoc Special Event Committee review meetings, and receipt and approval
of Post -Event Recap, or no later than September 30, 2018.
2.2 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 2018
PRODUCER'S APPLICATION.
3. AVON BENEFITS AS A SPONSOR
3.1 AHSEC FUNDING REQUIREMENTS
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
(3o) 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.
3.1.1 In addition, for the June 21 and June 28 events, the following allocation of
complimentary tickets shall be made available to Avon solely for the purpose of
distribution to local low-income families:
Adult General Admission: twenty-five (25) tickets per event.
Youth General Admission: twenty-five (25) tickets per event.
Kids General Admission: twenty (20) tickets per event.
3.2 COMPLIMENTARY ADMISSIONS
PRODUCER shall provide complimentary admission for the following attendees:
3.1.2 Transferable VIP Full Pass for the Avon Town Council, Town Manager, Special Events
Manager and Town Attorney, plus one guest for each of the aforementioned, for a
total of twenty (20) VIP passes for one evening.
3.1.3 Transferable general admission passes for the Ad Hoc Special Events Committee, plus
one guest for a total of twenty (20) passes for one evening
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4. SUCCESS METRICS
4.1 PRODUCER RESPONSIBILITIES
PRODUCER shall provide a post -event recap to AVON within forty-five (45) days of the last
event. Recap shall include information on attendee demographics and relevant metrics to
AVON.
5. POST EVENT REVIEWS
The Town Manager and PRODUCER, and respective key staff, shall meet on September 11, 2o18,
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.
6. INSURANCE & INDEMNIFICATION
6.1. 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 $2,000,000 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
12,001— 3,000
1 $1M
1 $4M I
$1M
1 $1M
$50,000
$1M
3,001— 5,000
1 $1M
I $5M I
$1M
1 0&1 1
$50,0001
$1M
6.1.1. PRODUCER shall provide written evidence of all insurance coverage required in this
paragraph 23.1.2 to the Town Manager no later than thirty (3o) days prior to the first
day of the EVENT. All required insurance policies shall be non -cancellable without thirty
(3o) days prior written notice to AVON.
6.1.2. 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
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(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 24-10-1o1 et seq., 10 C.R.S., as from time
to time amended, or otherwise available to AVON, its officers, agents, or employees.
6.1.3. 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.
6.1.4.AI1 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.
7. EVENT CANCELLATION
If PRODUCER cancels the entire 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. PRODUCER shall not return any funds in
the event of single Rodeo cancellation. PRODUCER shall only return funds if the entire series
is canceled.
8. RELEASE OF LIABILITY
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.
g. AVON TRADEMARKS
9.1 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.
Any and all goodwill associated with any such rights shall inure directly and exclusively to
the benefit of AVON.
9.2 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 EVENT, 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.
9.3 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.
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9.4 Any trademarks, logos or other intellectual property developed by AVON in connection
with its EVENT services, provided hereunder, shall be the property of AVON.
io. NOTICES
Any notice to either party under this Agreement shall be in writing to the following addresses:
PRODUCER
Jen Brown
Post Office Box 5390
Avon, CO 81620
Via Email: pjosorio@bcrestgrtco,com
AVON
Town Manager, Town of Avon
Post Office Box 975
Avon, CO 81620
Via Email: v_e.�gergavon.org
Email Copy: Iduncan@avon.org
11. 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.
12. 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.
13. 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.
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14. 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.
15. 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.
16. 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.
17. 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.
18. 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 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.
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19. 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: kC e,:� DATE: ji ! 7
Virginia C. Egge, o Manager
PRO UCER
BY: j� DATE: �/�G� Z Zb 1-3
R DUCE
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ATTACHMENT A
Marketing Plan as Presented in 2ot8 special Event Application
Marketing is implernanted by the Beaver Creek Resort marketing department (Vali Rosor(s).
Online and social marketing will be targeted at local, Front Range, and.key destination market's
via search & display ads, social ads, and promoted social posts. Offline marketing will primarily
target laoal and State rad o stallons and nowspapers. PR will target Front flange media oullele.
Evont Wobsilo: BoavorCrookxom
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