04-23-2019 Avon Benches ProjectAvon
2019 TOWN OF AVON SPECIAL EVENT AGREEMENT
FOR THE
AVON BENCHES PROJECT
THIS AGREEMENT ("Agreement") is made and entered into on March 1, 2019, by and between the Town
of Avon ("Avon"), a home rule municipality of the State of Colorado, with its principal offices at 100
Mikaela Way, Avon, Colorado, 81620 and Colorado Mountain News Media ("Producer"), a
Company, with its principal offices at 200 Lindbergh Drive, Gypsum, CO 81657.
RECITALS
Producer has requested permission to install and display benches on Avon property and has requested
funding from Avon to support the construction, installation and display of the benches and has
proposed certain marketing benefits to Avon and the Avon Town Council has determined that this
display event and the associated marketing benefits will appropriately promote Avon, will offer
attractive and interesting displays and will thereby promote the welfare of the Avon community.
NOW, THEREFORE, 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:
TERMS AND CONDITIONS
1. SPECIAL EVENT PERMIT AND PAYMENT
Execution of this Agreement shall constitute issuance of a Special Event Permit. Avon waives the
$100 application fee pursuant to Avon Municipal Code Section 9.40.
1.1 This Permit grants Producer the right to use the Premises as defined in this Agreement for the
purpose of producing the Avon Benches Project ("Event"), as described in Attachment A.
1.2 Avon has agreed to provide payment to Producer in the total amount of Eighteen Thousand
dollars ($18,000.00) which shall be payable as follows:
1.2.1. First Payment: Thirteen thousand dollars ($13,000.00), within ten (10) business days of
signing this Agreement:
1.2.2. Last Payment: Five thousand dollars ($5,000.00), within fifteen (15) business days of the
last day of the Event, subject to Section 6 Damage Deposit.
2. PREMISES
The Premises for the Event are depicted on Attachment B and are defined as the Main Street Mall
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("Mall")
3. DATES AND HOURS OF USE
The Producer may install and display the benches in the Mall from June 13, 2019 to July 20, 2019.
4. PREMISES INSPECTION & USAGE
4.1 PRE -EVENT INSPECTION
Producer and the Town Manager shall jointly perform and document a pre -event inspection of
the Premises not later than June 13, 2019 at 1:00 p.m., before the Premises are released to
Producer.
4.2 PREMISES USAGE
The following guidelines shall be observed for usage of the Premises:
4.2.1 Use the Premises only in the manner permitted by this Agreement and do not allow or
permit the use of the Premises for any other purpose or any other reasonably
objectionable or unlawful act.
4.2.2 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 Premises,
without the prior review and consent of Avon in each instance.
4.2.3 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.
4.2.4 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.
4.3 POST -EVENT INSPECTION
Producer and the Town Manager shall jointly perform and document a post -event inspection of
the Premises not later than July 20, 2019 at 4:00 p.m.
Producer shall notify the Town Manager of any problems or damage that may have occurred
during the Event during the post -event inspection. Producer shall be liable for any damage to
the Premises and any adjacent Town Property caused by the installation or removal of any
alteration, addition or improvement. Avon may act to repair and restore any damage caused by
Producer and Producer shall be liable for such costs, including reasonable attorneys' fees and
costs to enforce this Agreement.
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5. MARKETING
5.1 Producer RESPONSIBILITIES
Producer shall implement the Marketing Plan, which is attached to this Agreement as
Attachment C.
5.2 AVON RESPONSIBILITIES
5.2.1 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 (90) seconds.
5.2.2 Avon shall disseminate Producer prepared press releases and Facebook postings, as
soon as possible, once received from the Producer.
5.2.3 Avon will post the Event in its "all 2019 events" website postings and press releases,
through the last day of the Event.
6. DAMAGE DEPOSIT
6.1 Producer RESPONSIBILITIES
Producer agrees that the Town has retained $5,000.00 from the approved grant of $18,000.00.
This retainage may be used to secure payment of damages, repairs, clean-up of the Premises,
as needed.
6.2 AVON RESPONSIBILITIES
Avon shall notify the Producer of any repairs and/or clean-up of the Premises and amount to be
deducted, if any, from the last cash payment to the Producer.
7. INSURANCE & INDEMNIFICATION
8.1 Producer RESPONSIBILITIES
7.1.1 Indemnification. 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.
7.1.2 Insurance. Producer shall maintain comprehensive general liability insurance with
minimum combined single limits of One Million Dollars ($1,000,000.00) Dollars each
occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be
applicable to all operations of Producer on the Premises. The policy shall include
coverage for bodily injury, broad form property damage (including completed
operations), personal injury (including coverage for contractual and employee acts),
blanket contractual, independent contractors, products, and completed operations. The
policy shall contain a severability of interests provision. Coverage shall be provided on an
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"occurrence" basis as opposed to a "claims made" basis. Such insurance shall be
endorsed to name Avon as Certificate Holder and name Avon, and its elected officials,
officers, employees and agents as additional insured party. Producer shall provide a copy
of the insurance policy naming Avon as additional insured. Producer shall provide at
least thirty (30) days prior written notice to Avon of any change in the insurance policy.
Any failure of Producer to maintain the insurance policy or failure to provide the
minimum required notice shall be a default of this Agreement by Producer. All insurance
policies carried by Producer, its officers or its employees shall be primary insurance, and
any insurance carried by Avon, its officers or its employees or carried by or provided by
Avon shall be excess and not contributory insurance to that provided by Producer, except
to the extent that a claim arises out of Town's negligence, willful misconduct, violation of
law or violation of this Agreement.
7.1.3 Copy of Insurance Policy. Producer shall provide written evidence of all insurance
coverage required in this paragraph 7.1 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.
7.1.4 No Waiver of Governmental Immunity. The parties hereto understand and agree that
Avon is relying on, and does not waive or intend to waive by any provision of this
Agreement, the monetary limitations (presently $350,000 per individual claim and
$990,000 for multiple claims arising from a single incident) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act,
Section 24-10-101 et seq., 10 C.R.S., as from time to time amended, or otherwise
available to Avon, its officers, agents, or employees.
7.1.5 No Waiver of Release of Liability. Producer shall not be relieved of any liability, claims,
demands, or other obligations assumed pursuant to Paragraph 9 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.
7.1.6 Subcontractors. All subcontractors of Producer shall be required to list Avon, its elected
officials, officers and employees as additional insured and provide the appropriate
certificate of insurance to Avon upon request.
8. EVENT CANCELLATION
Either party may cancel the Event in whole or in part, for any substantial reason beyond either
party's control. In the event of cancellation, neither party shall be liable to the other for any lost
profits, lost revenues or consequential damages.
8.1 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 shorter time if deemed necessary and
appropriate by Avon if Event start date is less than 5 days from date of written notice, or such
longer time as mutually agreed by the parties. Should Producer cure, this Agreement shall
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continue in full force and effect.
8.2 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, Producer shall return all monies
received from Avon to Avon within five (S) business days.
9. RELEASE OF LIABILITY
9.1 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 or
willful and wanton 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.
9.2 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.
10. AVON TRADEMARKS
10.1 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.
10.2 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.
10.3 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
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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.
10.4 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.
11. NOTICES
Any notice to either party under this Agreement shall be in writing to the following addresses:
PRODUCER
Krista DeHerrera, Colorado Mountain News Media Events Manager
Post Office Box 1500
Gypsum, CO 81637
Via Email: kdeherrera@cmnm.org
AVON
Town Manager, Town of Avon
Post Office Box 975
Avon, CO 81620
Via Email: pneill@avon.org
12. 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.
13. 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 Avon, and other
applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated.
14. 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
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there is any conflict between the language of this Agreement and any exhibit or attachment, the
language of this Agreement shall govern.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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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20. 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.
[Execution Page Follows]
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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
Signature: IR-9'ltoe Nel`y
Preston Neill (Apr 23, 2019)
BY: Email: pneill@avon.org
Preston Neill, Acting Town Manager
Signature: Erw Ha
Eric Heil (Apr 23, 2019)
Attest Email: ericheillaw@gmail.com
Brenda Torres, Acting Town Clerk
AGREEMENT APPROVED TO FORM:
Signature:
BY: Email: eheil@avon.org
Eric Heil, Town Attorney
PRODUCER
ATE: Apr 23, 2019
ATE: Apr 23, 2019
4/22/19
BY: DATE:
Producer
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PUBLIC ART EVENT
SUMMER OF 2019
The Benches of Avon is a proposed large scale public art exhibit to take place
over a six-week period in the Summer of 2019. Dates of the exhibit will be
determined by The Town of Avon.. This 6 week art event will incorporate local
artists pairing with local nonprofits to produce artistic, functional, benches to be
on display as an amenity to guests during our busy summer season.
Here's how it will work;
ATTACHMENT A
YC NM M
Colorado MouotaiMewstdedia
The Cycle Effect might have a bench made entirely out
of bicycle tires, the Vail Valley Foundation may have a bench
made with skis or a hand crafted wooden chair lift likeness that
serves as a bench. The beauty of one of these events is the element of the
unknown in terms of how the final display looks.
Combine this with the power of the Colorado Mountain News Media
group to promote the event across our state and our nation, and we have
the opportunity to create a unique event that promotes area nonprofits as well as a
potentially enormous marketing campaign for the Town of Avon over a 6 week period.
Colorado Mountain News Media's new event division will facilitate the entire display by first identifying 12-18 non -profits
that want the opportunity to take part in the event. We will create an online application process for the nonprofits to
apply for their own bench. The nonprofits will be responsible for partnering with an artist, OR we can help them connect
to local artists that are looking for exposure. They will submit proposed bench concept and CMNM will have a board
of community stakeholders decide which non -profits to choose for the project. Artists will be given a stipend of $750
for materials to produce the bench. We will allow up to 12 weeks for artists to complete benches with a deadline of
approximately 2 weeks prior to the debut of the event. Social media promotions will run concurrently
to highlight your favorite bench, your favorite charity, or simply show your family enjoying
a day relaxing in the most amazing place on earth.
CMNM will promote this event through the Vail Daily and regional newspapers, as
well as through our ART Magazine publication, social media channels and via a
strong digital campaign. The promotion will highlight the artists as well as the
non -profits, giving them recognition on a large scale.
Social media promotions will run concurrently to highlight your favorite bench,
your favorite charity, or simply show your family enjoying a day relaxing in the
beautiful surroundings of Avon.
The event will culminate in an auction to sell the individual benches, with each
individual charity receiving the proceeds from the auction for their benefit.
TIDE BENCHES OF
Avo n
PUBLIC ART EVENT
SUMMER OF 2019
s s • • • • • • • •
i
We will be creating a unique public art display and raising money for our integral
nonprofits at the same time!
r
M is requesting partnership funding for the Benches of Avon project as well as selling
ships to this event to facilitate production and marketing.
The Benches of Avon will accomplish several things throughout its run in the summer of 2019 including:
■ Fostering an amenity for guests and locals
■ Creating a lasting impact for nonprofits and local artists
■ Achieves regional/national recognition and participation
■ Maximizes promotional and marketing reach across
many avenues
■ Lays a foundation for a future Arts District
■ Builds the Avon brand
■ Delivers fresh content, and an enhanced experience
■ Will drive visitors to the Town of Avon to experience the exhibit
■ Will promote an atmosphere of vitality, fun and celebration
■ Curates a sense of community and pride for
our residents and guests
The Town of Avon will receive unprecedented marketing exposure as the
Community Host Sponsor of the `Benches of Avon." Your brand will be in every
marketing mention in conjunction with this event. Example - "XYZ Company
presents the Town of Avon's Building Benches, building community exhibit" a
project of the Vail Daily. Marketing will include daily print ads, editorial coverage,
digital media, social media, video coverage, public relations and signage throughout
the entire 6 weeks of the exhibit.
Value of marketing will exceed $75000
Community Host Underwriting Sponsorship Cost: $18,000 + some public works support for production (TBD).
• • • • • • • • • • • • • • • • • • • • •
Produced by Holli Snyder and CMNM, we bring a
reputation of quality, knowledge and resources that is
unprecedented in the event landscape.
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B E N C H E S
BENCHES OF AVON
2019 SUMMER MARKETING PLAN
ATTACHMENT C
Avon
C O L O R A D O
8 weeks of newspaper ads;
3 Full page ads per weeklVail Daily (24 total) VALUE $18,648
2 %z page ads per week in Vail Daily, Summit Daily, Glenwood Springs Post Independent (32 total)
VALUE $15,540.16
8 full page ads in Everything Vail Valley VALUE $3000
2 Page gallery layout and full page ad - Vail ART Magazine VALUE $4000
2 Month Social media content campaign plus PPC - Linked In, Facebook, Google, Instagram VALUE $2500
2 Month digital campaign (All CMNM assets) 250,000 impressions $12 per CPM estimate VALUE $3000
Video Story Production and story in Vail Daily & Summit Daily VALUE $3000
18 Native articles (one per bench) and story in Vail Daily and Summit Daily VALUE $27,000
Email database marketing campaign -Approx. 18,000 emails VALUE $2500
Minimum of 2 feature stories in the Vail Daily, plus A2 photo page
following event debut, cover EVV VALUE $3000
TOTAL MARKETING VALUE $82,188.16