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12-06-2006 MOUNTAIN GAMES LLC SERVICE AGREEMENTMEMORANDUM To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager From: Danita Chirichillo - Special Events Coordinator Meryl Jacobs - Director of Recreation and Cultural Services Date: December 6, 2006 Re: White Water Rodeo Series Contract Summary: Attached for signature is the contract with Untraditional Marketing to facilitate the 2007 White Water Rodeo Series that will launch and market the Avon's new White Water Park. Untraditional Marketing will handle event management and execution, planning, marketing, administrative services, etc., for the rodeo series which consists of four (4) Tuesday evening events, starting May 15 and ending on June 5, 2007. The concept behind the series is to start each week with a one-hour clinic (5:00-6:00 p.m.) covering maneuvers, which will be part of that night's rodeo (6:00-7:00 p.m.). Immediately following the rodeo, the event will move to a local restaurant/pub such as Loaded Joe's, Pazzo's or Finnegan's Wake, where the awards ceremony will be hosted. Each week the location will change. The awards will draw the participants and audience into the hosting establishment where finger foods and discounted beverages will be available. Staff believes that a partnership with Untraditional Marketing, producers of the Teva Mountain Games, will help solidify Avon's White Water Park as a true destination attraction. Our series will be available to kayakers of all ages and abilities, locals and visitors alike. In addition, a key element in contracting with Untraditional Marketing is that the third rodeo of the series will be a qualifier for the Teva Mountain Games thus offering our Rodeo Series additional exposure. The Teva Mountain Games bring some of the nations best kayakers into our region for competition. Financial Implications: The management fee charged by Untraditional Marketing is $19,000 payable by March 15, 2007. The operations budget for the series is $13,090 for a total of $36,090. The total fees have been approved as part of the 2007 budget. The Special Events Coordinator is attempting to offset the cost of the event through sponsorship sales with a goal of at least $2,500. Town Manager Comments: Mountain Games, LLr. Account Services Fee S T This Account Services Agreement (this "Agreement") is made and entered into as of October 23, 2006 (the "Effective Date") by and between the Town of Avon ("TOK), having an address at PO Box 975, Avon, CO, 81620 and Mountain Games, LLC ("MG"), having an address at PO Box 1430, Vail, CO 81658. TOA and MG may be referred to individually as a "Party" or collectively as the "Parties." RECITALS: A. TOA wishes to retain the services of MG subject to the terms and conditions set forth within this Agreement, in connection with the following business aspects surrounding the planning, promotion, launch and onsite management of the "Avon Whitewater Rodeo Series" ("AWRS") program including: • Event Management/Supervision • TOA AWRS event planning • TOA AWRS concept creative • Promoter negotiations and management • Administrative services AGREEMENT: A. Term. TOA hereby engages MG to provide the services described in Section B below commencing on the effective date above, and ending on or about June 30th, 2007. B. Services. During the Term of this Agreement, MG will provide the services and deliverables described below. Contract Deliverables All efforts to announce, set criteria and judging, publicize, concept, manage, and successfully implement a new whitewater kayak rodeo competition taking place on four consecutive Tuesdays starting May 15th, 2007 currently called "AWRS" to encourage increased kayaker participation in the Avon Whitewater Park. Coordination of a post event awards ceremony taking place immediately following each night of competition. Ceremonies will take place is selected TOA restaurants and/or establishments determined by MG and TOA staff. Account Supervision Day to day management and operation planning and marketing of AWRS Interact with TOA staff, as needed providing detailed TOA follow-up reports of all meetings and tasks related to this project. Meetings or conversations with TOA representative(s) to include planning sessions, project updates and budget discussions. AWRS Plan Development and Budget Supervision • Research, develop and implement the strategic AWRS marketing plan. • Maintain monthly budget recaps and review with TOA • Maintain project projected cost estimates built by TOA and MG on October 2nd, 2006. Mountain Games, LLC. Account Services Fee AWRS Event Planning and Representation • Onsite management and representation as an agent of TOA during each event • Soliciting/managing the experts needed to facilitate a successful event Administrative Services • Secretarial and MG support services pertaining to account service including TOA Contact Reports, Job File record maintenance, and TOA accounting. • Phone and fax necessary to administer the account. C. Client Responsibilities. During the Term of this Agreement, TOA will be responsible for the project elements described below. Public Relations ("PR") • TOA will facilitate the PR for the AWRS and work strategically with MG to align with the marketing plan • TOA will make materials/communications available surrounding all aspects of this series and will maintain direct interaction/management of press. Liaison • TOA will act as a liaison to involve existing TOA sponsors/brands in elements of the AWRS if deemed appropriate • TOA will assist MG in getting best rates available in with local media hubs and equipment providers. These areas include but are not limited to: Radio, newspaper, port-a-lets and signage. • TOA will involve MG as part of the larger TOA team and keep them aware of all efforts being used for the AWRS and promoting the Avon whitewater park. Equipment, Supplies and Staff • TOA will pay for or provide the following equipment and supplies for the successful execution of the event: sound system with speakers and wireless mic, tents and trash receptacles • TOA will pay for or provide the following staff / volunteers for the AWRS events: police support where deemed necessary by the TOA Police Chief and staff, Ambulance on site, photographer to capture images of event, staff to assist with trash removal, volunteers to assist with set-up, tear-down and event support and legal support. Insurance • TOA will provide a General Liability policy to cover all AWRS events. • The General Liability policy will name MG as an additional insured on the policy D. Compensation. TOA will pay MG management fees for this project totaling . $19,000. This fee will be paid to MG on or before March 15th, 2007. ❖ MG will pay for all materials needed for the AWRS. MG will keep a record of all expenses and present them to the TOA following the last event. All expenses will be reimbursed to MG upon approval from TOA. TOA is responsible for all fees and expenses associated with all aspects of the AWRS. If for any reason AWRS discontinues, TOA will be responsible for all costs Mountain Games, LLsC. Account Services Fee committed at the time of written notification. Additionally, MG entire fee is non- refundable. ❖ MG agrees to work within the available AWRS budget, not to exceed $17,090 - for all aspects of this project. E. Event Cancellation. In the event of a drought year or any other circumstance requiring an anticipated cancellation of the event outside the ability of the TOA or MG to control, Staff member from TOA and MG will meet no later then April 15th to determine whether or not to cancel the event. If the event is canceled on or before this date, MG management fee will be $11,500. Any management fee paid to MG prior to this cancellation equaling more then $11,500 will be returned to TOA no later then April 301h, 2007. F. Indemnification and Insurance. 1. Indemnification of MG. TOA to the extent permitted by law will indemnify and hold harmless MG, its shareholders, directors, officers and employees (collectively, "MG Parties"), from and against any loss, cost, damage, liability or expense incurred by any MG Parties ("MG Losses"), including reasonable attorney fees and costs, arising out of the gross negligence or willful misconduct of any of the TOA or any person or entity affiliated with TOA; provided that indemnification shall not be provided under this Section E. to the extent that MG Losses are attributable to the negligence or willful misconduct of any MG Parties. 2. Indemnification of TOA. MG will indemnify and hold harmless TOA, its directors, members, managers, officers, and employees ("TOA Parties") from and against any loss, cost, damage, liability or expense incurred by any TOA Parties ("TOA Losses"), including reasonable attorney fees and costs, arising out of the gross negligence or willful misconduct of any of the MG Parties; provided that indemnification shall not be provided under this Section E. to the extent that MG Losses are attributable to the negligence or willful misconduct of TOA Parties. F. Termination. Either Party may terminate the Term of Engagement at any time prior to its scheduled expiration immediately upon written notice to the other Party for (i) any Material Breach or (ii) Insolvency. For purposes of this Agreement, "Material Breach" means, with respect to either party, any willful misconduct or any willful breach of or failure to or refusal to perform such parties obligations hereunder that continues uncured for a period of ten (10) days following written notice thereof to the breaching party and the term "Insolvency" means, with respect to either party, (1) making a general assignment for the benefit of its creditors, (2) applying for or consenting to the appointment of a receiver, trustee, assignee, custodian, sequestrator, liquidator or similar official for itself or any of its assets and properties, (3) commencing a voluntary case for relief as a debtor under the United States Bankruptcy Code or any foreign laws for protection or relief of debtors, (4) filing with or otherwise submitting to any governmental authority any petition, answer or other document seeking (A) reorganization, (B) an arrangement with creditors or (C) to take advantage of any other present or future applicable law respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief of debtors, dissolution or liquidation, or (5) being adjudicated a bankrupt or insolvent by a court of competent jurisdiction. G. Nature of Relationship. The parties acknowledge and agree that MG will be performing services under this Agreement as an independent contractor to TOA and nothing in this Agreement or in the relationship of TOA and MG shall be deemed to constitute a Mountain Games, LLC. Account Services Fee partnership, joint venture or any other relationship other than that of contract Parties hereunder. H. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles, and any disputes shall be subject to binding arbitration in the vicinity of Eagle County, Colorado. The losing Party shall pay all attorneys fees and costs of the winning Party. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes any prior understandings, agreements or representations by or among them with respect to its subject matter. This Agreement may be amended only by a written instrument signed by both parties. This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns. The descriptive headings of this Agreement are included for convenience and ease of reference do not constitute a part of this Agreement. This Agreement may be executed in any number of counterparts, each of which shall for all purposes constitute one (1) agreement which is binding on all parties hereto. Neither Party may assign this Agreement without the express written consent of the other Party. We, as authorized representatives of MG and TOA, agree to uphold the terms and conditions of this agreement to the best of our abilities. Signature: Joseph Blair, VP of Operations Mountain Games, LLC Date: Address: PO Box 1430 Vail, Colorado 81658 Phone: (970) 926-4799 Signature: Printed Name & Town of Avon Title: Date: Address: PO Box 975 Avon, Colorado, 81620 Phone: