21.07.12 MA Vail Valley Foundation I
AVO n
COLORADO
2021 TOWN OF AVON SPECIAL EVENT AGREEMENT
FOR THE
DANCING IN THE PARK
THIS AGREEMENT("Agreement") is made and entered into on July 12, 2021, by and between
the Town of Avon ("Avon"), a Colorado home rule municipality, and Vail Valley Foundation
("Producer") (individually referred to as a"Party"and collectively referred to as the
"Parties").
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 2020 Special Event Funding Application ("2021 Producer
Application"), for producing the Dancing in the Park("Event"), and the Avon CASE
Committee reviewed the 2021 Producer Application, and recommended dates and/or funding for
the Event to the Avon Town Council;and
WHEREAS, it is the Parties' intention that this Agreement defines 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 and
governed by the provisions of the Avon Municipal Code, as may be applicable.
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 $100 application fee pursuant to Avon Municipal
Code Section 9.40.040.
A. The Premises for the Event as described in Exhibit A: Description of Premises.
B. 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, as is more
specifically described in Exhibit B: Event Description, subject to compliance with
the terms and conditions of this Agreement. The dates and hours of use of the
Premises are described in Exhibit B.
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C. Producer is in receipt of the Producer Toolkit, which includes State, County and
Avon policies,procedures,permit applications,requirements, and numerous other
resource documents for Producers to assist them when planning and producing an
Event in Avon. By signing this Agreement,Producer acknowledges they have
reviewed, understand, and agrees to abide by all requirements,policies, etc. provided
for in the Producer Toolkit. The Producer Toolkit can be found at
www.avon.ore/specialevents.
D. The Cultural, Arts& Special Events Manager("Event Manager") for Avon is Danita
Dempsey,who shall be the primary contact for Avon. All references to the Event
Manager in this Agreement may also include the Event Manager's designee(s). The
Event Manager has the authority to reduce any stated minimum timeframe for receipt
of documents or Event plans.
E. Producer may request,as a result of weather,unforeseen circumstances or
catastrophic events, a change to any stated time in this Agreement and/or a change to
the Premises,which request shall be subject to written approval by Event Manager in
Event Manager's sole discretion.
2. PREMISES INSPECTION& USAGE.
A. Pre-Event Inspection. Producer and the Event Manager shall jointly perform and
document a pre-Event inspection of the Premises not later than August 5, 2021 before
the Premises are released to Producer. Producer acknowledges and agrees that Avon
is permitting Producer to use the Premises, including the Avon Pavilion(the
"Pavilion"), in its "as is"condition and the Avon shall be under no obligation to
replace,upgrade or otherwise modify the facilities.
B. Premises Usage. The following guidelines shall be observed for usage of the
Premises:
(1) 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.
(2) 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,promptly 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.
(3) Producer shall not drive locates and/or stakes into the ground along any
pathways, athletic fields,parking lots or grassy areas with underground
sprinkler systems without prior permission from the Event Manager.
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(4) Producer shall not make alterations, additions, or improvements on or to the
Pavilion without the prior written consent of Avon,to include, but not limited to
tenting, catering equipment and portable facilities. All such work permitted by
Avon shall be performed in a good, safe, and workmanlike manner.
(5) 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 the restroom).
(6) 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.
(7) Producer agrees to use its best efforts to retain volunteers and paid staff from
qualified persons residing in the Town of Avon or Eagle County.
C. Post-Event Inspection. Producer and the Event Manager shall jointly perform and
document a post-event inspection of the Premises not later than August 5, 2021 at
9:00 p.m. before the Premises are returned to Avon. Producer shall promptly notify
the Event 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 Avon 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.
3. SECURITY SERVICES. Producer shall assure the Event will be operated in a safe and
secure manner and provide for all security needs for the Event. Contracts for services with
the Producer's security agency(s) and procedural documents, if any, shall be provided to
the Event Manager forty-five (45)days prior to the first date of the Event. Security
requirements shall meet the audience profile. Security service requirements include,but
are not limited to, security needs for alcohol sales, enforcement of marijuana restrictions,
crowd management including lighting for ingress and egress, lost children protocol, lost
and found protocol, entry gate security checks,trespassing,weather incident, and a
communication protocol for law enforcement and emergency response agencies, including
a chain of command. When necessary, security for traffic management may be required,
including external support from the Colorado Department of Transportation, Colorado
Highway Patrol and/or Eagle County Sheriff's office. The Event Manager shall review the
contract(s)for security services (generally within fifteen(15)business days of receipt by
Avon)and shall provide notice to the Producer of any concerns. Avon, in its sole
discretion, shall determine the number of law enforcement officers Avon will provide for
the Event. Avon law enforcement costs may be included, in part or in whole, in the in-kind
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services provided by Avon, if applicable. If not provided as an in-kind service, in part or in
whole,Producer shall be responsible for all costs associated with Avon providing law
enforcement officers for the Event.
4. SANITATION & RESOURCE RECOVERY. Producer shall provide for the sanitation
facilities,resource recovery(composting and recycling), cleanliness and cleaning needs of
the Event. Contracts for services with the Producer's sanitation and resource recovery
agencies and procedural documents, if any shall be provided to the Event Manager forty-
five(45) days prior to the first date of the Event. Contract services shall cover refuse
management,recycling, composting and diversion reporting,portable restrooms,grounds
and Pavilion cleaning and all parking lots included in the defined Premises. The Event
Manager shall review the contracts for service(generally within fifteen(15)business days
of receipt by Avon)and shall notify the Producer of any concerns.
5. MEDICAL AND EMERGENCY RESPONSE SERVICES. Producer shall assure the
Event shall provide for on-site medical and emergency needs and response requirements of
the Event, unless waived by the Event Manager. Contracts for services with the Producer's
emergency response agencies and procedural documents, if any shall be provided to the
Event Manager forty-five (45) days prior to the first date of the Event. On-site medical and
emergency personnel 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, safety lighting at paths of ingress and/or egress,
weather incident or any other medical need. The Event Manager shall review the
contract(s)for service (generally within fifteen (15)business days of receipt by Avon)and
provide notice to the Producer of any concerns.
6. PARKING. The Producer shall provide parking for the Event in accordance with the table
below. If Producer utilizes a private parking lot to satisfy the required parking,Producer
shall be responsible to pay any fees to such private parking lot owner and shall provide a
copy of a license agreement or Temporary Use Permit indicating Producer's permission to
use such private parking lot at least forty-five (45)days prior to the Event. The Event
Manager shall review the contracts for parking(generally within fifteen (15)business days
of receipt by Avon)and shall notify the Producer of any concerns.
Attendance Parking Space Estimate
1,5oo or fewer persons 188
-2,000 persons 250
2,001-3,000 375
,,00i or Treater TBD
7. AMPLIFIED SOUND. Producer acknowledges that sound checks,performances and
announcements may require Avon Town Council approval pursuant to Section 5.24.030 of
the Avon Municipal Code and as outlined in the Outdoor Use of Amplified Sound Systems
section 5 of the Producer's Toolkit. Avon agrees to waive the $25 Application fee
associated with the Amplified Sound Permit. Producer shall abide by the following
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requirements for amplified sound:
A. Sound Checks: Sound checks may generally occur within four(4)hours of the start
of the performance.
B. Performance Times: Dates and times of all performances and/or announcements will
be provided to Avon as soon as available and listed on Event website and marketing
collateral as applicable.
C. Sound Volume: Producer agrees the volume for any sound check and performance
times will be moderated to achieve the sound quality needed for the Event and shall
be considerate of the surrounding neighborhoods. The Event Manager has the
authority to require the volume to be reduced at any time during the Event.
D. Sound Penalty: Producer acknowledges and agrees that strict adherence to the sound
check and performance times approved in the Sound Permit are a material term of this
Agreement.Producer shall pay a penalty of one hundred dollars ($100.00)per minute
for music,public address announcements, sound check, or any other amplified sound
that occurs before or after any time period in which amplified sound is permitted or
which occurs after the Event Manager has required the volume to be reduced.
Producer acknowledges and agrees to pay the sound penalty assessed via the release
of the damage deposit or release of the Events final payment in accordance with
Section 12.A.(3), if applicable.
8. VENDOR LICENSING & SALES TAXES. Producer shall provide a list of vendors to
the Event Manager by not later than thirty(30)business days prior to the first day of the
Event; and, shall update the list of vendors up to the date of the Event and shall follow up
after each Event to verify what vendors were in attendance for sales tax purposes. The list
shall include: All vendors, exhibitors, sponsors, and non-profits,engaged in selling food,
beverage, merchandise, wares, admissions, etc. during the Event. The vendor list will
include: The business names/dba,physical address,mailing address,phone number, email
address,contact, and type of activity. Producer shall register for a Sales Tax License with
the Town of Avon.
9. SPECIAL EVENT LIQUOR PERMIT. Producer shall be solely responsible for
identifying a local non-profit to acquire a Special Event Liquor Permit for the Event and is
asked to consider one or more of the local non-profits as the Liquor Permit applicant.
Application for the Liquor Permit and all insurance and indemnification requirements
pursuant to Avon Municipal Code 5.08.170 shall be the responsibility of Producer and its
non-profit. An overview of process and Colorado Special Event Liquor Permit Application
can be found in the Producer Toolkit. Producer shall submit to the Town Clerk a complete
Special Event Liquor Permit Application including insurance requirements by not later than
5:00 p.m., forty-five (45) days prior to the Event date.
10. ADMISSION TICKET FEE.N/A
11. MARKETING.
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A. Producer Responsibility. Producer shall implement the Marketing Plan,which was
provided in the 2020 Producer Application and attached to this Agreement as Exhibit
C: Marketing Plan.
(1) Producer shall advertise in all media notification to attendees the alcohol and
recreational marijuana restrictions, resource recovery priorities,parking and
transportation systems,no dogs except registered service dogs on a leash not to
exceed five (5) feet at the Event and all other matters deemed necessary by the
Event Manager for the advanced informational needs of Event attendees.
(2) If Producer desires to produce banners for promotional purposes, Avon shall
provide size requirements, install/remove the banners as part of the in-kind
services in the following locations: Avon Road Bridge Banner(up to 2 banners)
and Avon Road roundabouts(up to 8 light poles)and are based on availability.
Producer and Avon shall mutually agree to the number(up to 8), location and
installation of such banners as well as removal dates. Avon agrees to waive the
$150 banner application fee.
(3) Producer agrees to provide Avon,by not later than sixty (60) days after the
Event, not fewer than five (5)professional quality reproducible photographs and
not less than ninety (90) seconds of edited video from the 2021 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 media channels, etc.
B. Avon Responsibility.
(1) Avon will post on its website, content,provided from the Producer,within
fifteen(15)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.
(2) Avon shall disseminate Producer-prepared press releases and like and/or share
Facebook and Instagram postings, as soon as possible,once received from the
Producer.
(3) Avon will list the Event on its website on the Special Event landing page and/or
Events at a Glance landing page sixty (60)days after execution of this
Agreement.
(4) In addition to the"Exempt Admissions"authorized by Resolution 15-18,Avon
will make available up to three hundred(300) additional"Exempt" single-day
admissions(Complimentary Media)to the Producer specifically for, and strictly
limited to, marketing purposes.
12. AVON CASH AND IN-KIND SERVICES.
A. Payment Schedule. Cash funding of Thirty Thousand Dollars ($30,000)was
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appropriated by the Avon Town Council to support the Event. Funds will be released
as follows:
(1) Fifty percent(50%)within thirty (30) days of execution of this Agreement by
both Parties.
(2) Thirty percent(30%)within thirty (30) days of implementing(1)the Event
Marketing Plan and(2)receipt of service contracts and procedural documents, if
any, invoices, and receipts for expenses incurred, including Producer's profit.
(3) Twenty percent(20%) after(1)post-Event Inspection, (2)post-Event Debrief
and(3)receipt post-Event Survey Report as outlined in Section 14.
B. In-Kind Support. Avon shall provide in-kind support to Producer as shown in
Exhibit D: Avon In-Kind Support, in an amount not to exceed Four-Hundred
Twenty Dollars ($420.00). The Event Manager shall track the in-kind expenses and
notify the Producer at any time the award level is being approached.
13. AVON BENEFITS AS A SPONSOR.
A. Complimentary Advertising. 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 forty-five(45)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(60)days in advance of the publication.
Complimentary Admissions. N/A
14. SURVEY. Producer shall conduct an on-site intercept survey or a post-event survey via
email. The survey instrument questions, and final report shall be provided to Avon within
thirty (30)days of the last day of the Event. 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
survey 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
(60) days of Avon receiving the final report.
15. POST EVENT DEBRIEF. The Event Manager and Producer, and respective key staff
and other Avon representatives, shall meet on August 6,2021, at 9:00 a.m., in the Avon
Town Hall to review the Event. The meeting date may be changed with agreement by the
Parties.
16. DAMAGE DEPOSIT. Producer shall pay a damage deposit or other security instrument
of Five Hundred Dollars ($500.00)payable to the Town of Avon no later than ten(10)
business days prior to the approved Event load-in date/time. Avon shall return the damage
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deposit within thirty (30)days after the Event, less any repair costs, clean-up costs, or other
costs incurred by Avon unless Avon determines that funds need to be retained longer to
evaluate the intended uses of the funds.
17. AVON TRADEMARKS. The Town of Avon's symbols, logos, graphics,fonts, and
colors, including such marks associated with the Event(collectively referred to as
"Marks"), are set forth in the Brand Guidelines available in the Producer's Toolkit.
Avon's Marks 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. 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(I)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. Producer's use of Avon's Marks shall be
strictly subject to the prior written approval of the Event Manager,which approval may be
granted or withheld in Event 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. Any trademarks, logos or other intellectual property
developed by Avon or by Producer in connection with Avon's Events services provided
hereunder shall be the property of Avon.
18. MORALITY CLAUSE. Producer acknowledges that the Town of Avon's image is of
immeasurable value to the Avon community. If at any time the Producer, its performers or
artists, or the sub-contractors hired to serve or support the event, has an incident,
occurrence or public disclosure concerning a statement or action that tends to shock, insult
or offend the Avon community or public morals or decency, including but not limited
matters involving discrimination, sexual harassment, or alleged felony acts,which Avon
perceives as reflecting negatively on Avon's image,then Avon may restrict Producer from
using such performer, artist or sub-contractor, or in the case of a matter involving the
Producer, Avon may demand assignment of the Event to another producer or may elect to
deem such occurrence by Producer as a material breach of this Agreement and may elect to
cancel the Event in accordance with Section 22 Event Cancellation after providing notice
and opportunity for cure.
19. 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.
20. INSURANCE. Producer shall obtain general liability insurance coverage within the
minimum limits set below naming Avon as an additional insured; and, insuring Avon and
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its officers, agents, and employees against any and all liability and damages which may
arise, directly or indirectly, from the conduct of the Event. Producer shall provide a
certificate of additional insured to Avon for its review and records. The policy dates shall
include the entire range of dates for which Town of Avon 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 Aggregate Host Personal& Fire Automobile
Occurrence/ Liquor Advertising
Requirements Liability Injury
1,000-2,000 $1M $3M $1M $1M $50,000 $1M
• . J
2,001-3,000 $1M $4M $1M $1M $50,000 $1M
3,0001 $1M $5M $1M $1M $50,000 $1M
Producer shall provide to Avon proof of Comprehensive Automobile Liability insurance
for any motor vehicles owned or hired 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. Producer shall provide written evidence of all insurance coverage required in
this Section to the Event 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. Producer shall not be relieved of any liability, claims,
demands, or other obligations assumed pursuant to this Section 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. 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. RELEASE OF LIABILITY. Avon assumes no responsibility whatsoever for any non-
municipal property placed in said Premises. Producer hereby expressly releases 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
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to the extent any portion is caused in part by a party indemnified hereunder. 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 Event 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.
22.EVENT CANCELLATION. The Event Manager may cancel the Event if material terms of
this Agreement are not substantially fulfilled in a timely manner which is foreseen to result in
an event which may compromise public safety or which will negatively impact the reputation
of the Town of Avon, or in the event of an unforeseeable event beyond the reasonable control
of the Event Manager or Town of Avon, including,without limitation, acts of nature, fire,
explosion, lightning, labor disputes, strikes,acts of terror, epidemics or pandemics, material
shortages or unavailability, government laws or regulations,or war or civil disorder(each a
"Force Majeure Event"). Should Avon deem any term or terms of this Agreement unfulfilled
or in material breach,Avon shall give Producer written notice and Producer shall have five
(5)business days (or such longer time as mutually agreed by the Parties)to cure such breach.
Should Producer cure,this Agreement shall continue in full force and effect. If Producer
cancels the Event, if the Producer is not able to cure and Avon elects to terminate the Event,
or if the Event Manager or Town of Avon cancels the Event due to a Force Majeure Event,
then(A)Avon shall remit to Producer all deposits less any Event related expenditure
incurred by Avon; (B) all funds provided by Avon for the Event shall be returned in full; and
(C) if Avon has dedicated resources toward production and cancellation in less than ninety
(90) days prior to the first day of the Event,Producer shall pay Avon five thousand dollars
($5,000)as liquidated damages within ten(10)days,provided, however,that in the case of a
Force Majeure Event,Producer shall not be required to pay Avon any payment as liquidated
damages; and all such funds shall be provided to the other Party within thirty (30)days of the
cancellation. 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. Neither
Party shall be liable to the other for any lost profits, lost revenues, consequential or special
damages as a result of cancellation.
23. MUNICIPAL ADDENDUM. This Agreement is subject to the Municipal Addendum
attached here to as Addendum A and made part of this Agreement,the terms of which shall
apply and supersede any conflicting term in the body of this Agreement.
24. NOTICES. Any notice to either Party under this Agreement shall be in writing and shall
be sent to the addresses designated below. Notices by e-mail shall be deemed received
when acknowledged by the recipient.
Producer:
Mrs. Sarah Johnson
Vail Valley Foundation
P.O.Box 8327
Avon,CO 81620
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(970) 777-2015
sjohnson@vvf.org
Avon:
Danita Dempsey, CASE Manager
P.O. Box 975
100 Mikaela Way
Avon, CO 81620
(970)748-4065
ddempsey@avon.org
COPY TO:
Paul Wisor, Town Attorney
pwisor@garfieldhecht.com
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement the day and
year first above written.
TOWN OF AVON
By and Through Its CASE Manager
Digitally signed by Danita Dempsey
DN:cn=Danita Dempsey,o=Town of Avon, 7/21/2021
By: Danita Dempsey ou=�ulture,Arts&Special Events Manager, Date:
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Danita Dempsey, CASE 1 1Wiiff t 1 09:20:14-06'00'
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ADDENDUM A: MUNICIPAL PROVISIONS.
A.1. Addendum A Controls: In the event the terms and conditions of this Addendum A
conflict in whole or in part with the terms and conditions of the Agreement,the terms and
conditions of this Addendum A shall control.
A.2. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed
to waive, limit, or otherwise modify any governmental immunity that may be available
by law to Avon, its officials, employees,contractors, or agents,or any other person acting
on behalf of Avon and, in particular, governmental immunity afforded or available
pursuant to the Colorado Governmental Immunity Act,Title 24, Article 10,Part 1 of the
Colorado Revised Statutes.
A.3. Affirmative Action: Producer will not discriminate against any employee or sub-
contractor for employment because of race, color, religion, sex, or national origin.
Producer will take affirmative action to ensure applicants are employed, and employees
are treated during employment without regard to their race, color, religion, sex, or
national origin. Such action shall include,but not be limited to the following:
employment,upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and selection for
training, including apprenticeship.
A.4. Article X, Section 20/TABOR: The Parties understand and acknowledge that 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
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 Avon 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.
A.5. 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 thepublic contract for
services and that the contractor will participate in the 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
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July 12,2021
Page 12 of 19
Producer is prohibited from using either the 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,Producer shall be required to notify the subcontractor and Avon
within three(3)days that Producer has actual knowledge that a subcontractor is
employing or contracting with an illegal alien. 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. Producer
shall not terminate the subcontract if, during such three(3) days,the subcontractor
provides information to establish that the subcontractor has not knowingly employed or
contracted with an illegal alien. 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 Producer violates this provision,Avon may terminate this Agreement, and
Producer may be liable for actual and/or consequential damages incurred by Avon,
notwithstanding any limitation on such damages provided by such Agreement.
A.6. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any
term or provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either Party. Avon's approval or acceptance of,or payment for,
services shall not be construed to operate as a waiver of any rights or benefits to be
provided under this Agreement. No covenant or term of this Agreement shall be deemed
to be waived by Avon except in writing.
A.7. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding
upon the successors,heirs, legal representatives, and assigns.
A.8. Limitation of Damages: The Parties agree that Producer's remedies for any claims
asserted against Avon shall be limited to proven direct damages in an amount to exceed
amounts due under the Agreement and that Town shall not be liable for indirect,
incidental, special, consequential, or punitive damages, including but not limited to lost
profits.
A.9. 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.
A.10. 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
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July 12,2021
Page 13 of 19
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. Other than this
Addendum A,which shall trump all other documents, if there is any conflict between the
language of this Agreement and any exhibit or attachment,the language of this
Agreement shall govern.
A.11. 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.
A.12. 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 Producer from performance of any duty, obligation, or responsibility unless
such release is clearly expressed in such written document of assignment.
A.13. 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.
Dancing in the Park—2021
July 12,2021
Page 14 of 19
EXHIBIT A: DESCRIPTION OF PREMISES
Avon Performance Pavilion
Harry A.Nottingham Park Upper/Main Athletic Field
Old Town Hall West Parking Lot
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a+' tt DANCING IN THE PARK
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Dancing in the Park—2021
July 12,2021
Page 15 of 19
EXHIBIT B: EVENT DESCRIPTION
The Vail Dance Festival Welcomes Company-In-Residence Ballet to Avon for a free,family-
friendly show on the outdoor stage of the Avon Performance Pavilion at Nottingham Park.The
performance will feature YouthPower365's Celebrate the Beat Alumni as they open the show
with "HERO",as well as other special appearances to be announced.
1. NON-EXCLUSIVE USE: Producer is granted the non-exclusive use of the Premises for
the sole purposes of:
a. Event set-up on August 5, 2021, from 8:00 a.m.to 5:00 p.m.; and
b. Event break-down and site clean-up on August 5, 2021, from 7:30 p.m. to 9:00
p.m.
2. EXCLUSIVE USE: Producer is granted an exclusive use of the premises:
a. August 5,2021, from 4:30 p.m. to 7:15 p.m. for the Event.
Dancing in the Park—2021
July 12,2021
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EXHIBIT C: MARKETING PLAN
• Underwriter recognition in the program book and on the Dancing in the Park webpage.
• Recognition on the Thank you page in the program book.
• The Dancing in the Park performance and Avon Pavilion venue will additionally be included in
the overall Vail Dance Festival marketing and promotional campaigns; including but not limited
to email, print,social media and the Festival program book.
• No ads or production materials are requested from the Town of Avon at this time.
Dancing in the Park—2021
July 12,2021
Page 17 of 19
EXHIBIT D: IN-KIND SUPPORT
In-Kind Services
Services Description Estimated In- Cost Explanation
kind Value
Avon Performance Cleaning of green room(before and Janitorial Services
Pavilion following event). $100.00 $50/per hour
I Town Electrician to review power Hourly staff rate at
Power Consultation needs,identify location of panels, N/A $75/per hour
distribution,and out.ut capacity.
Power Assets Installation Buildings staff to install,distribute and Hourly staff rate at
&Removal(based on remove all Town owned power assets. N/ $32/per hour
availability)
Bridge Banner Public Works staff time for installation Hourly staff rate at 4-
Placement and removal of bridge banner. $128.00 man hours of work$32/
per hour
Avon Road Light Pole Public Works staff time for installation Hourly staff rate at 8-
Banner Placement and removal of light pole banners. Up man hours of work
(based on availability) to eight(8)total locations. N/A $32/hour
Personnel to assist with set-up and/or
removal of barricade fencing and
Labor: Public Works bleachers. Delivery of event assets to Hourly staff rate per man
(based on availability) include but not limited to TOA tents, $192.00 hour of work$32/per
folding chairs,liquor boundary signage, hour; 6-man hours
Zero Hero tents, portable restrooms,
and handwashina station.
TOTAL: I $420
In-Kind Service Total: $420
Dancing in the Park—2021
July 12,2021
Page 18 of 19