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04-21-2014 June 27-28, 2014 Avon Reds,Whites & Brews Festival AgreementAVOW C 0 L0 R A D O 2014 AVON REDS, WHITES 81 BREWS FESTIVAL AGREEMENT THiS AGREEMENT is made and entered into the 1 day of April, 2014, by and between the Town of Avon ( "AVON'), a home rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 81620 and RADIATE LiVE, a Colorado Limited Liability Company, with its principal offices at Radiate Live, 5670 Greenwood Plaza Blvd., Suite 5o6W, Greenwood Village, Colorado, 8o111 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 I. The parties recognize the mutual benefits of RADIATE LIVE producing and AVON hosting the "3rd Annual Reds, Whites & Brews Festiva I" on June 27-28,2014 (hereafter "FESTIVAL "). It is the parties' intention that this Agreement defines the duties, obligations and conditions with respect to the production of the FESTIVAL 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. 2. Execution of this Agreement shall constitute issuance of a Special Event Permit to RADIATE LIVE pursuant to Avon Municipal Code Section 9.40. This permit grants RADIATE LiVE the right, and Imposes the duty, to use the premise defined in this Agreement for the purpose of producing the FESTIVAL on June 27 -28, 2014, subject to compliance with the terms and conditions of this Agreement. TERMS AND CONDITIONS t. PREMISES 1.1 The FESTIVAL begins on Friday, June 27th, in various restaurants and bars in the Town of Avon, between the hours of 5:00 P.M. and 12:00 a.m. Live music and wine and beer tastings are planned in these businesses, which shall hold a current Avon Business License. The areas where these businesses are located herein shall be referred to as "RESTAURANT PREMISES ". RESTAURANT PREMISES shall be identified by business name not later than May 1, 2014. 1.2 The site of the FESTIVAL on June 28th (herein referred to as the "PARK PREMISE ") shall be Harry A. Nottingham Park, including the Pump House Deck and Picnic Shelter, but not the Avon Recreation Center, Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, Tennis Courts and Nottingham Lake and Beach. RADIATE LIVE is granted an exclusive right of use of the PARK PREMISE on June 28, 2014, from 7:00 a.m. through 11:00 p.m.; RADIATE LIVE shall also have rights to the PREMISE on June 27, 2014 from 9:00 a.m. to 7 :00 P.M. and on June 29, 2014 from 7:00 a.m. to 12:oo p.m. for the sole purposes of FESTIVAL set -up, break -down and site clean -up. 1.3 The RESTAURANT PREMISES and PARK PREMISE shall herein be referred to as "ALL PREMISES" 2014 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT Page i of 6 2. PERFORMERS - RADIATE LIVE agrees to contract with a Tier One or Tier Two performer(s) for acts produced in the PARK PREMISE on June 28, 2014, and Town of Avon restaurants and bars on Friday, June 27, 2014. 3. PERFORMANCE HOURS - AVON and RADIATE LIVE agree that FESTIVAL stage acts may be performed only on Saturday, June 28 from 9:0o a.m, to 9:00 p.m. RADIATE LIVE shall complete and submit a Sound Permit Application ($100 application fee waived) pursuant to Avon Municipal Code 5.24. It is further agreed that the dates and times are to be strictly adhered to. RADIATE LIVE shall pay a penalty of one hundred dollars ($100.00) per minute for music, public address announcements, or sound checks that occur before or after anytime period in which such music or announcements are permitted. 4• MAXIMUM CROWD SiZE 4.1 RADIATE LIVE agrees the daily number of persons paying for admission shall not exceed twenty -five hundred (2,500) on June 28"' of the FESTIVAL. This includes children age 13 and older. Children ages twelve and under shall be Issued a wristband but shall not be counted as part of the 2,50o paid admissions and are not subject to the Admission Ticket Fee. Twenty -five hundred persons paying for admission may be exceeded with the written consent of the Town Manager. 4.2 In addition, up to two hundred (too) complimentary or free admissions for staff, performers, guests, and concessionaires shall be allowed on June 28`I'. 4.3 Should RADIATE LiVE be unable to provide for those services described in Section 4 below for 2,500 Persons, RADIATE LIVE shall limit ticket sales to the number of people able to be accommodated by the services provided. RADIATE LIVE shall submit evidence to the Town Manager of available services for the number of tickets allowed. RADIATE LIVE may be required to limit complimentary tickets and /or ticket sales to adjust for any disparity. 4.4 RADIATE LIVE shall provide to the Town Manager a manifest of all types of attendees prior to RADIATE LiVE placing order for tickets /wristbands or by not later than May 1, 2014. Included with the count will be the script for each type. A distinct wristband for those 21 and over shaft also be described by number needed, logo and script. RADIATE LIVE shall provide a plan to the Town Manager for release of the wristbands before and during the event. AVON's control of the wristbands e the is to ensur attendance count within the PARK PREMISES and to account for the AVON ticket admission fees. 5. RADIATE UVE RESPONSIBILITIES 5.1 PARK PREMISE SETUP & TEAR DOWN PLAN -RADIATE LIVE shall provide a park set -up and tear down plan to the Town Manager or designee by 5:00 p.m., May 1, 2014. The plan shall Include a schedule for installation /removal and a map of all proposed structures including but not limited to gates (entrance /exit and emergency blow -out), fences, tents, portable facilities, stage and lighting/sound Systems, and crowd management areas. 5.2 PARKING & TRANSPORTATION PLAN - RADIATE LIVE shall provide to the Town Manager or designee, by 5:00 p.m., May 2, 2014, a plan which details mass transportation needs and parting locations for all attendees at ALL PREMISES. In addition, the plan shall provide for parking lot lighting and the volunteer /paid staffing for all parking lots. 5.2.1 The transportation plan shall detail what transit services are required to be provided by AVON, including hours of service and estimated frequency of trips. AVON shaft work with RADIATE LIVE to finalize the parking and transportation plans by not later than May 15, 2014. 5.2.2 Agreements with property owners for the use of parking lots shall be provided by not later than May 15, 2014, to the Town Manager or designee by RADIATE LIVE. 5.2.3 Agreements with ECO Transit to accommodate FESTIVAL goers going to/from the Vail Transportation Center and those traveling east bound from Eagle, Gypsum, etc. during the 2014 AVON REDS, WHITES& BREWS FESTIVAL AGREEMENT Page 2 of 6 FESTIVAL shall be provided by not later than May 15, 2014, to the Town Manager or designee by RADIATE LIVE. 5.2.4 RADIATE LiVE shall provide directional signage plan by not later than May 15, 2014 which shall detail the direction provided to both vehicular and pedestrian traffic. This plan shall include types of signage used, quantity, location and installation /removal dates. 5.3 PEDESTRIAN TRAFFIC PLAN - RADIATE LiVE shall provide to the Town Manager or designee a plan which details pedestrian ingress and egress from all parking lots utilized for the FESTIVAL by May 1, 2014. In addition, the plan shall provide for lighting of public pathways, where applicable, and the volunteer /paid staffing for needed for safe ingress /egress to FESTIVAL at ALL PREMISES. 5.4 SECURITY PLAN — RADIATE LiVE shalt provide to the Town Manager or designee a plan which details the security and law enforcement needs for the FESTIVAL at ALL PREMISES by May 1, 2014. The plan shall announce which performers have been booked and shall include, but not be limited to, security needs for alcohol sales, crowd management, entry gate security checks, communication plan for law enforcement and emergency response agencies, chain of command, and external support from AVON and Eagle County Sheriff's office. Contracts for services with security agencies shall be presented or a date to have such contracts shall be provided. 5.4.1 Based upon the plan, the AVON Town Manager shall determine in its sole discretion the number of law enforcement officers it shall provide for the event. RADIATE LiVE shall provide all security, as approved by the Town Manager, for the FESTIVAL, including requirements for communication radios for AVON staff and RADIATE LIVE personnel to be identified by shirts or hats, if needed, to fully implement the security needs of the FESTIVAL. 5.4.2 RADIATE LIVE shall provide adequate proof to the Town Manager or designee that through fencing, crowd management measures, or other means, the main athletic fields and other facilities in Nottingham Park are protected from damage. 5.5 MEDICAL AND EMERGENCY RESPONSE PLAN — RADIATE LIVE shall provide to the Town Manager or designee a plan which details the medical response and emergency response agencies and protocols for the FESTIVAL at ALL PREMISES by May 1, 2014. Contracts for services with emergency response agencies shall be presented or a date to have such contracts shall be provided to the Town of Avon. 5.6 SANITATION & RESOURCE RECOVERY - RADIATE LIVE shall provide to the Town Manager or designee a plan which details the sanitation facilities and resource recovery (reduction and recycling) program by May 1, 2014. The plan shall cover the ALL PREMISES, parking lots and pedestrian pathways to and from parking lots. The number and location of portable sanitation facilities, dum sters, trash recycling bins shall be provided as well as the timeframes detailed. Avon shall rep quire copies of all cans, contracts for services by not later than June 1, 2014. 5.7 INSURANCE & INDEMNIFICATION 5.7.1 RADIATE LIVE agrees to indemnify the Town of Avon, its officers, agents and employees, and to hold them harmless against any and ali clalms, actions, demands or liabilities, including attorney fees and court costs, for injury, death, damage or loss to persons) or property arising out of or directly or Indirectly resulting from RADIATE LIVE' actions or omissions in connection with the conduct of the FESTIVAL. 5.7.2 RADIATE LIVE shall obtain general liability insurance coverage within the minimum limits set below naming AVON as an additional insured and AVON and its officers, agents and employees against any and all liability and damages which may arise out of or directly or indirectly result from the conduct of the FESTIVAL. The policy dates shall include the entire range of dates for which Town property is used. The minimum limits and requirements of the coverage shall include: $i,000,000 per occurrence primary coverage, and $3,000,000 annual aggregate; 3o days' notice of cancellation; host and general liquor liability insurance in the same amounts listed above; $3,000,000 personal and advertising injury coverage; and $50,000 fire damage. 2014 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT Page 3 of 6 5.73 RADIATE LIVE shall provide to AVON proof of Comprehensive Automobile Liability Insurance for any private motor vehicles owned by RADIATE LiVE or Its officers, agents, or employees that are used as part of the FESTIVAL. 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. 5.7.4 Written evidence of such general liability and alcohol liability policies and coverage shall be provided to the Town Manager no later than June 1, 2014, at 5 :00 p.m. All insurance policies shall be non - cancelable without thirty (30) days prior notice to AVON. 5.7.5 The parties hereto understand and agree that AVON is relying on, and does not waive or Intend to waive by any provision of this Agreement, the monetary limitations (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24 -10 -101 et seq., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its officers, agents, or employees. 5.7.6 RADIATE LIVE shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to paragraph 7.1 of this Agreement by reason of its failure to procure or maintain insurance or by reason of Its failure to procure or maintain insurance In sufficient amounts, duration, or types. 5.8 MISCELLANEOUS 5.8.1 LIQUOR LICENSE: RADIATE LIVE shall be solely responsible for identifying a nonprofit to acquire a liquor license for the FESTIVAL. Application for the license and all insurance and indemnification requirements pursuant to AVON Municipal Code 5.08.170 shall be the responsibility of RADIATE LIVE and its' nonprofit. The application will be due to the Avon Town Clerk not later than May 5, 2014 5.8.2 RADIATE LIVE shall ensure there is adequate fighting on the perimeter fence, along the recreational path to backstage, behind concessions, to the VIP tents, portable restrooms, public pathways to /from parking lots, parking lots and to the Box Office. 5.8.3 RADIATE LIVE shall provide signs at the entrance to Lake Street stating the rules for use of the street, from Thursday, June 26, 2014 at 6:oo a.m. to Saturday, June 28, 2014, at To:oo p.m. Signage for FESTIVAL rules and attendee information at the PARK PREMISE shalt be reviewed by AVON prior to posting. 5.8.4 Stakes are not to be driven into the ground along any pathways, athletic fields, parking lots or grassy areas with underground sprinkler systems without prior permission from the Town Manager or designee. 5.8.5 RADIATE LIVE in its marketing and advertising shall notify attendees about alcohol restrictions, resource recovery priorities, parking and transportation systems, no dogs allowed and all other matters deemed necessary by the Town Manager or designee for the advanced informational needs of FESTIVAL attendees. 5.8.6 To the extent licensed personnel, such as electricians, medical, emergency response or health official, are required to conduct certain services or inspections, RADIATE LIVE shall abide by these local and State requirements. 5.8.7 RADIATE LIVE acknowledges and understands that all rules outlined in Resolution 13 -26 and attached hereto, shalt apply to the 2014 RADIATE LiVE event. 5.8.8 RADIATE LIVE agrees to make every effort to retain volunteers and paid staff from qualified persons residing in the Town of Avon or Eagle County. 5.8.9 BOND —RADIATE LiVE shall deposit a bond or other security Instrument in a form acceptable to the Town Manager and payable to the Town of Avon in the amount of $5,000. The bond is Payment or penalty due AVON under the terms of this Agre intended to secure payment of actual admissions' fees, damages, repairs, clean-up, or any other ement. The bond is due at the Town of Avon Finance office no later than 5:00 p.m. on June 1, 2014. The bond, less any appropriate funds for payment, if any, shall be refunded to RADIATE LIVE by July 31, 2014. 6. AVON RESPONSIBILITIES 2014 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT Page 4 of 6 6.1 AVON shall provide financial support in the amount of $15,000 to RADIATE LIVE. Payment shall be made within thirty (3) days of execution of this Agreement. 6.2 AVON shall provide in kind support to RADIATE LIVE in the amount not to exceed $7,500. in -kind support includes, but is not limited to staff staging assistance, police, transit operations, traffic control, and banner installation /removal. 6.3 AVON agrees and hereby waives the Town of Avon Special Event fee. 6.4 AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon name and logo brands. 6.5 AVON shall to the greatest extent possible assist RADIATE LiVE with leveraging existing Town sponsorships and relationships in helping RADIATE LIVE find hotel rooms in Avon lodging properties at discounted rates. 6.6 If RADIATE LiVE produces banners for promotional purposes, AVON shall install /remove them in the following locations: Avon Road Bridge Banner (2 banners; $100 application fee waived), Lake Street (42 banners) and Avon Road Round -a -bouts (# to be determined), after May 15, 2014. 6.7 AVON shall provide portable fence materials (stadium barricade - approx. 900 linear feet), not already in use, located in Town Park for use by RADIATE LIVE. 6.8 AVON will ensure that the electrical stubs and outlets in the Park and along Lake Street are in good working order for the concessionaires. AVON shall provide 3 -phase power originating from the Pump house for the stage, sound and lighting needed for live entertainment. 6.9 AVON agrees to provide transportation services tolfrom designated parking lots within Town limits during the FESTIVAL as part of its in -kind support. 7• EVENT CANCELLATION -Either party may cancel the FESTIVAL in whole or in part, for any substantial reason beyond either party's control. in the event of cancellation, neither party shall be liable to the other for any lost profits, lost revenues or consequential damages. 7.1 The FESTIVAL maybe canceled by the Town Manager if the terms of this Agreement are not substantially fulfilled in a timely manner Orin the event of an unforeseen catastrophic event, subject to a right to cure. Should AVON deem any term or terms of this Agreement unfulfilled and wish to base cancellation thereon, AVON shall give RADIATE LIVE written notice and RADIATE LiVE shall have 5 business days to cure the term or such longer time as mutually agreed by the parties. Should RADIATE LIVE cure, this Agreement shall continue in full force and effect. 7.2 in the event of cancellation, AVON shall remit to RADIATE LIVE all bonds minus any FESTIVAL related expenditure incurred by AVON. If RADIATE LIVE cancels the FESTIVAL after AVON has dedicated resources toward production and notice of such cancellation is not given prior to May 27, 2014, RADIATE LIVE shall pay AVON five thousand dollars ($5,000) as liquidated damages within 30 days of the previously scheduled production date. S. RELEASE OF LIABILITY 8.1 AVON assumes no responsibility whatsoever for any non - municipal property placed in said ALL PREMISES. AVON is hereby expressly released and discharged from any and all liabilities for any loss, injury or damages to any person or property of RADIATE LIVE, its employees, agents, and concessionaires or of any performer or spectator that may be sustained by reason of the occupancy of the PREMISES under this License Agreement, except for the sale negligence of AVON or its officers, agents, employees. 8.2 in the event ALL 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 FESTIVAL, or which in the judgment of the Town Manager and Mayor, renders the fulfillment of this Agreement by 2014 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT Page 5 of 6 AVON impossible, RADIATE LIVE hereby expressly releases and discharges AVON and its officers, agents and employees from any and all demands i any of the causes aforesaid. , c alms, liabllltees, and causes of actions arising from NOTICES - Any notice to either party under this Agreement shall be in writing to the following addresses: REDS, WHITES & BREWS Ms. Jen Radueg 5670 Greenwood Plaza Blvd. Suite 506W Greenwood Village, Colorado, 80ll, COPY TO: AVON Town Manager, Town of Avon P. O. Box 975 Avon, CO 8162o COPY TO: Special Events Supervisor, Town of Avon, P.O. Box 975, Avon, CO 81620 :'o. DISPUTES - In the event that suit is brought (or arbitration instituted} or any attorney is retained or employed by any party to this Agreement to enforce the terms of this Agreement, to collect party shall money a due hereunder, or to collect any money damages for breach thereof, the prevailing g be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney's fees the reasonable value of salaried attorney's time incurred in connection therewith. Venue for any action of proceeding that arises out of any dispute under this agreement shall be in Eagle County, Colorado. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. TOWN OF AVON By and Through Its Town Manager ATTEST: Debbie Hoppe, Acting Town Clerk Radiate Live J adueg By: ` -- - –!� — Virginia C. Egger, To n Manager Date: G l Date:` 2014 AVON REDS, WHITES & BREWS FESTIVAL AGREEMENT Page 6 of 6