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21.05.24 MA Special Event Agreement for Circus Colorado Circus Colorado – 2021 May 24, 2021 Page 1 of 19 2021 TOWN OF AVON SPECIAL EVENT AGREEMENT FOR THE CIRCUS COLORADO THIS AGREEMENT (“Agreement”) is made and entered into on May 24, 2021, by and between the Town of Avon (“Avon”), a Colorado home rule municipality, and Success Resources unlimited dba Get Connected Events, (“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 (“2020 Producer Application”), for producing the Circus Colorado (“Event”), and the Avon CASE Committee reviewed the 2020 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. Circus Colorado – 2021 May 24, 2021 Page 2 of 19 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.org/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 10, 2021 before the Premises are released to Producer. Producer acknowledges and agrees that Avon is permitting Producer to use the Premises, 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. (4) Producer shall not make alterations, additions or improvements on or to the Circus Colorado – 2021 May 24, 2021 Page 3 of 19 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 16, 2021 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 services provided by Avon, if applicable. If not provided as an in-kind service, in part or in Circus Colorado – 2021 May 24, 2021 Page 4 of 19 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. 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 requirements for amplified sound: 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 Circus Colorado – 2021 May 24, 2021 Page 5 of 19 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. A. Producer acknowledges and agrees that the Event is subject to Resolution 15-18 Admission Ticket Fee. Any wristbands lost, stolen or missing as a result of Circus Colorado – 2021 May 24, 2021 Page 6 of 19 negligence by Producer shall be considered as sold for the purposes of computing the Admission Ticket Fee. The Event Manager and Producer shall meet within ten (10) days after the Event to calculate the Admission Ticket Fee. Admission Ticket Fee payment, as required in Resolution 15-18, shall be made no later than thirty (30) days after the Event. 11. MARKETING. 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. Circus Colorado – 2021 May 24, 2021 Page 7 of 19 (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-Five Thousand ($35,000.00) was 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 Twelve Hundred Dollars ($1,200.00). 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. B. Complimentary Admissions. Producer shall provide complimentary admission for the following attendees: (1) Avon staff providing services, in-kind and/or paid, as approved by the Event Manager. (2) Transferable VIP Pass for the Avon Town Council and Town Attorney, plus one guest for each of them, for a total of sixteen (16) VIP passes. (3) Transferable general admission passes for the CASE Committee, plus one guest for a total not to exceed twenty (20) passes. Circus Colorado – 2021 May 24, 2021 Page 8 of 19 (4) Transferable general admission passes for Town of Avon, plus one guest for a total of four (4) passes to be administered at Event Manager’s discretion. (5) VIP All Access Pass Admission and credential (if applicable) for the Town Manager, Event Manager and Event Coordinator. 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 16, 2021, at 10:00 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 One-Thousand Dollars ($1,000.00) 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 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 (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. 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. Circus Colorado – 2021 May 24, 2021 Page 9 of 19 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 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 Occurrence/ Requirements Aggregate Host Liquor Liability Personal & Advertising Injury Fire Automobile 1,000 – 2,000 $1M $3M $1M $1M $50,000 $1M 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 Circus Colorado – 2021 May 24, 2021 Page 10 of 19 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 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 such breach, this Agreement shall continue in full force and effect. If, on or before May 24, 2021, Producer cancels the Event, Avon elects to terminate the Event and the Producer is not able to cure , or if the Event Manager or Town of Avon cancels the Event due to a Force Majeure Event, then Producer shall remit to Avon all deposits less a $500.00 administrative. If, after May 15, 2021, Avon elects to terminate the Event and if the Producer is not able to cure, or if the Event Manager or Town of Avon cancels the Event due to a Force Majeure Event, then ; (Producer shall not be required to return the $17,500.00 initial deposit made pursuant to Section 12 herein. first installment of Seventeen-Thousand Circus Colorado – 2021 May 24, 2021 Page 11 of 19 Five Hundred Dollars ($17,500).In the event of cancellation by Producer, for any reason, 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. Any funds not returned to and received by Avon as required herein 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: Gina Hallisey Get Connected Events P.O. Box 1132 Arvada, CO 80001 303-726-6111 gina@getconnectedevents.com 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 Circus Colorado – 2021 May 24, 2021 Page 12 of 19 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 By: ________________________________________ Date: _____________________ Danita Dempsey, CASE Manager PRODUCER By: _________________________________________ Date: ______________________ [signature] Name: ______________________________________ [print] Title: _______________________________________ 5/24/2021 Gina Hallisey President, Success Resources Unlimited, Inc Circus Colorado – 2021 May 24, 2021 Page 13 of 19 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 the public contract for services and that the contractor 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 Circus Colorado – 2021 May 24, 2021 Page 14 of 19 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, 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 Circus Colorado – 2021 May 24, 2021 Page 15 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. Circus Colorado – 2021 May 24, 2021 Page 16 of 19 EXHIBIT A: DESCRIPTION OF PREMISES 1. Harry A. Nottingham Park, One Lake Street, Avon, CO 81620 2. Use of upper / main athletic field. 3. Use of Old Town Hall west parking lot. Circus Colorado – 2021 May 24, 2021 Page 17 of 19 EXHIBIT B: EVENT DESCRIPTION Circus Colorado presents the Flynn Creek Circus; an original circus “Fairytale” filled with incredible stunts, authentic inspiration, and joyous laughter. The show will take place in a tented “theatre” with seating to accommodate up to 575 guests. Performances will be approximately ninety minutes long including intermission and will feature such acts as acrobats, aerialists, contortionists, and quick-change artists. Flynn Creek Circus will perform according to the Performance Schedule below and as described in Attachment A Performance Schedule: • Friday, August 13 at 4:00 and 7:00 p.m. • Saturday, August 14 at 1:00 p.m., 4:00 p.m. and 7:00 pm. • Sunday, August 15 at 1:00 p.m. and 4:00 p.m. Ticket Prices for Each of the Performances are Listed Below: • Sponsor’s Elevated Section (up to 8 seats) $400 = $50 per individual • Three (3) VIP Tables (4-6 seats per table) $168 - $225 = $42 - $37.50 per individual • 22 Canopy Table (4-6 seats per table) $128 - $160 = $42 - $26.66 per individual • Ten (10) Patio Tables (4-6 seats per table) $92 - $120 (family section with discounted pricing) = $23 - $20 per individual • Seven (7) Paired Sets (no table, 2 seats) $70 per set = $35 per individual 1. NON-EXCLUSIVE USE: Producer is granted the non-exclusive use of the Premises for the sole purposes of: a. Event set-up on Tuesday, August 10; Wednesday, August 11, Thursday August 12 , 2021, from 8:00 a.m. to 9:00 p.m.; and Friday, August 13, 2021 8:00 a.m. to 4:00 p.m.; and set-up on inside spaces shall end by 10:00 p.m. b. Event break-down and site clean-up on Sunday, August 16, 2021, from 4:00 p.m. to 9:00 p.m.; and tear-down on inside spaces shall end by 10:00 p.m.; and on Monday, August 16, 2021 8:00 a.m. to 9:00 p.m. 2. EXCLUSIVE USE: Producer is granted an exclusive use of the premises: During all performance dates and times listed above, and until no later than 90 minutes after the latest performance ending time. Circus Colorado – 2021 May 24, 2021 Page 18 of 19 EXHIBIT C: MARKETING PLAN SEE ATTACHMENT A Circus Colorado – 2021 May 24, 2021 Page 19 of 19 EXHIBIT D: IN-KIND SUPPORT In-Kind Services Services Description Estimated In- kind Value Cost Explanation Avon Performance Pavilion Cleaning of green room (before and following event). N/A Janitorial Services $50/per hour Power Consultation Town Electrician to review power needs, identify location of panels, distribution and output capacity. $150.00 Hourly staff rate at $75/per hour for 2-man hours Power Assets Installation & Removal (based on availability) Buildings staff to install, distribute and remove all Town owned power assets. $320.00 Hourly staff rate at $32/per hour for 10-man hours Bridge Banner Placement Public Works staff time for installation and removal of bridge banner. $128.00 Hourly staff rate at 4- man hours of work $32/ per hour Avon Road Light Pole Banner Placement (based on availability) Public Works staff time for installation and removal of light pole banners. Up to eight (8) total locations in RAB#3 and RAB#5 $256.00 Hourly staff rate at 8- man hours of work $32/hour Labor: Public Works (based on availability) Personnel to assist with set-up and/or removal of barricade fencing; and delivery of event assets to include but not limited Zero Hero tents, collapsible bins, TOA tents, four (4) portable restrooms and two (2) hand washing stations and signage $256 Hourly staff rate per man hour of work $32/per hour; 8-man hours TOTAL: $1,110 In-Kind Service Up To Total: $1,200 We are proceeding with our 2021 season anticipating that Covid restrictions will still be a factor. Temporary regulations on maximum capacity, social distancing, masking and sanitation are all addressed. Our plan incorporates these restrictions while allowing for flexibility as the situation changes. Some of the adaptations include: •Tent walls will be absent from the audience side of the tent •Seating is by reserve table rather than chair. The tables have a standard of 4 seats but can have up to 2 chairs added to them for an extra charge. •Because we will keep the walls off for the front half of the tent, there is ‘patio’ seating that will be enclosed by a free-standing tent wall. (see diagram) This section will be the “Family Patio” and will offer the discounted family 4 or 6 pack deal. Under current regulations and with the sensitivities of the public, this is the maximum seating plan. Without extra chairs it is 160 capacity or 230 with the extra chairs. As the situation resolves, we will be able to increase seating. The maximum seating capacity of the tent venue without Covid restrictions is 390-410 or 575 including the Patio area. If restrictions are lifted prior to tour promotion onset, we have the option of returning to a per/seat ticket sale and remove the cabaret tables or we can keep the cabaret tables and decrease the 6’ distancing to accommodate more attendees . The circus will determine which seating arrangement will be acceptable based on the restrictions at the time of tour launch. Diagrams and pictures of each set-up shown here: GALLERY SEATING WITH RESTRICTIONS SET-UP: NO RESTRICTIONS CABARET SEATING CHART: NO RESTRICTIONS BENCH AND CHAIR SEATING CHART AND PICTURE: ATTACHMENT A For promotion purposes, we will advertise table seating only if restrictions are still in place on launch date with ticket options ranging from $20 - $42 depending on the location with the exception of the Elevated Sponsor Section. Ticket Pricing with Cabaret Table Plan 1 Sponsor’s Elevated Section (up to 8 seats) $400 3 VIP Tables (4-6 seats per table) $168/$225 (with extra chairs) 22 Canopy Tables (4-6 seats per table) $128/$160 (with extra chairs) 10 Patio Tables (4-6 seats per table) $92/$120 (family section - discounted pricing) 7 Paired Sets (no table, 2 seats) $70 per set BENEFITS FOR PRESENTING SPONSOR: Logo on website with link, logo on all collateral, print ads and event flyers including a customized message on the even t flyer, customizable media package for sponsor use, monthly recognition on Facebook 4 times leading up to event, one banner at entrance, two banners inside the Big Top in prominent locations, Presenting Sponsor booth on site at guest entrance, recognition and/or speaking opportunity from the ring during the intermission of every show. Sponsor will also receive the following: •Special Flynn Creek “Elevated” VIP Experience including elevated Sponsor Seating area with a VIP table (up to 6 seats), 1 food and beverage item per sponsor guest. •Your choice of 6 Premiere Canopy tables (up to 6 seats at each table) OR 3 Front Row VIP tables (up to 6 seats at each table) •Sponsor tables can be divided and reserved to use for any of the 7 shows (based on availability). For best seating options and availability, please RSVP the show date, time and number of tickets in advance. Due to the seating restrictions, all seats at a table must be used at the same time or other GA seating would be the option if dividing out individual tickets between several shows. FOOD AND BEVERAGE PLAN: The Circus will be the only F&B vendor and will sell concessions and if determined will sell Beer and Wine. Flynn Creek has a non-profit foundation that will handle alcohol permit, sales etc if they decide to do that. SECURITY: The Circus will provide security of the tent and their equipment with their own staff. EMERGENCY RESPONSE PLAN: Any emergency that cannot be handled by circus staff will be called into local 911 emergency service. RECYCLING: We are exploring options with Walking Mountain. RIDER: included as attachment CIRCUS COLORADO MARKETING PLAN FOR 2021: as of May 1, 2021* Event flyers 5,000 (distributed in Avon and the Vail Valley) Posters 100 (distributed in Avon and the Vail Valley) Bridge Banner 8 Pole banners in Round-a-bouts 3 and 5 (banner art coming) Banners by the lake and elementary school Online presence via www.circuscolorado.com and Circus Colorado Facebook and Instagram Online presence via www.flynncreekcircus.com and Flynn Creek social media platforms Online via Eagle County Schools website, Everything Vail Valley, Vail Daily online Print Ads in Vail Daily (ad campaign tbd) Family 4 or 6 packs offered for patio section Radio mentions with ticket giveaways on KZYR, KKCH, KNFO, KSPN, KKVM, KQSE Engagement with local Concierges *Marketing plan may change or be added to if restrictions are lifted. Marketing assets provided by Flynn Creek will be sent. FLYNN CREEK CIRCUS PERFORMANCE DATES / TIMES: Friday, August 13, 2021 - Shows at 4pm, 7pm Saturday, August 14, 2021 - Shows at 1pm, 4pm, 7pm Sunday, August 15, 2021 - Shows at 1pm, 4pm Thurs, August 12th show is being considered and will be determined prior to ticket launch in mid to late June.