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09-05-2014/2015 Audi Winter Driving AWDEA Avon C O L O R A D O DRAFT FOR REVIEW ONLY 2014/2015 AUDI WINTER DRIVING AWDE TOWN OF AVON AGREEMENT THIS AGREEMENT is made and entered into the 5th day of September, 2014, by and between the Town of Avon (hereafter "AVON "), a home rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 8162o and MVP Collaborative (hereafter "MVP "), hereinafter referred to as the AUDI WINTER DRIVING AWDE ( "MVP "), an event production agency with its principal offices at 1751 East Lincoln, Madison Heights, MI 48071. 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 1. The parties recognize the mutual benefits of MVP producing and AVON hosting the MVP in February 2015. It is the parties' intention that this Agreement defines the duties, obligations and conditions with respect to the production of the MVP 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 ($loo application fee Is waived) to MVP pursuant to Avon Municipal Code Section 9.40. This permit grants MVP the right, and Imposes the duty, to use the premise defined In this Agreement for the purpose of producing the MVP on February 2 -15, 2015, subject to compliance with the terms and conditions of this Agreement. 3. MVP explicitly states that it understands that AVON is currently constructing a new Pavilion (Stage) at the edge of Nottingham Lake and that Nottingham Lake has been drained to approximately 20% of capacity to facilitate the construction of necessary piers for the Pavilion deck. The construction plan calls for the refilling of Nottingham Lake between October 1, 2014 and November 1, 2014, or thereabout. There is no guarantee that the Lake shall be full by November 1, 2014, but best efforts shall be made. In addition, the Pavilion (Stage) is expected to be constructed by no later than January 15, 2015, and there is no guarantee that the Pavilion (Stage) will be completed, but best efforts are being made. Both the Lake and Pavilion are facilities which are to be provided for use to MVP for the production of the MVP. TERMS AND CONDITIONS 1. PREMISE - The site of the MVP (herein referred to as the "PREMISE ") shall be Harry A. Nottingham Park (main athletic field), Nottingham Lake, the Nottingham Pavilion (Stage), but not the Avon Recreation Center, Lower Athletic Field, Swim Beach, Basketball Courts, Sand Volleyball Courts, or Tennis Courts. Exhibit A delineates the PREMISE. MVP is granted a non - exclusive right of use of the PREMISE from February 2, 2015, at 7:Oo a.m, through 12:oo p.m., February 15, 2015. MVP shall also have the non - exclusive right to the PREMISE from Thursday, January 29, 2015, through Saturday, February 15, 2015 from 9:oo a.m. to 8:oo p.m. each day for the sole purposes of AWDE set -up, strike and site clean -up. 2014 /2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 1 of 7 MVP may have access to Nottingham Lake starting at 9:oo a.m. on December 1, 2014, for the sole purpose of snow removal and conditioning the ice for the MVP. MVP may be on the PREMISE as needed for these operations with the understanding Avon shall be given advanced notice of general times MVP will be on- site. 2. FEE - MVP shall pay to AVON a facility use fee of ten thousand dollars ($10,000.00). Payment shall be made to the Town of Avon and delivered to the Town Offices at One Lake Street on the dates and in the amounts as follows: October 1, 2014: $10,000.00 Audi also agrees to provide (2) 30 minute time slots with each accommodating up to 12 people to attend the Audi Winter Driving Experience (AWDE) at the discretion of the Town of Avon. 3. AUDi WINTER DRIVING AWDE DRIVE DESIGN PROGRAM 3.1. AWDE driving sessions may be performed on Monday, February 2 to Saturday, February 14, 2015, from 9:oo a.m. to 8:oo p.m., and on Saturday, February 15, 2015, from 9:00 a.m. to 12:00 P.M. 3.2. MVP shall provide to AVON update(s) for the Audi Winter Driving AWDE Drive Designs v4 (hereafter "DESIGN ") as updated (see Exhibit 2), with the final DESIGN being provided to AVON not later than December 15, 2014, 5:00 P.M. MVP commits to AVON the DESIGN shall serve as the program for the AWDE and planning shall be based upon the information in the DESIGN. 3. MVP RESPONSIBILITIES 3.1. COURSE PREPARATION PLAN — MVP shall provide a snow removal and ice conditioning plan not later than November 1, 2014, at 5:00 p.m. The plan shall generally describe personnel, equipment usage, site preparation and maintenance of ice on Nottingham Lake, including any security plans for protection of the Ice. 3.2. PARK COURSE SET -UP & TEAR DOWN PLAN - MVP shall provide a Park, Lake and Pavilion (Stage) set- up and tear down plan to the Town Manager or designee by 5:00 p.m., December 1, 2014. The plan shall include a schedule for installationJremoval and a map of all proposed structures including but not limited to courses, fences, tents, portable facilities, stage, lighting /sound systems, and crowd management areas. MVP shall ensure there is lighting on the ice /Lake, Nottingham Park, to the driving courses, warming tents /stations, portable restrooms and public pathways. Stakes are not to be driven into the ground along any pathways, athletic fields, parking lots or other areas with underground sprinkler systems without prior permission from the Town Manager or designee. 3.3. PARKING, TRANSPORTATION & PEDESTRIAN PLAN — MVP shall provide to the Town Manager or designee a plan which details transportation needs and where parking for all participants, vendors and staff will be located by December 1, 2014, 5:00 p.m. In addition, the plan shall provide for parking lot lighting and the volunteer /paid staffing for all parking lots, if applicable, and include details for pedestrian ingress and egress from all parking lots utilized for the AWDE. 3.3.1• The transportation plan shall detail what transit services are being provided, business name of vendor providing services, including hours of service and estimated frequency of trips. AVON shall work with MVP to finalize the parking, pedestrian and transportation plans by not later than January 2, 2015, 5100 p.m. 33.2• Agreements with property owners for the use of parking lots, if applicable, shall be provided by 201412015 AUDI WINTER DRIVING AWDE AGREEMENT Page 2 of 7 not later than January 2, 2015, 5:00 p.m. to the Town Manager or designee by MVP. 3.3.3• MVP shall provide directional signage plan by not later than January 2, 2015, 5:00 p.m., 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. 3.4• SECURITY PLAN, — MVP shall provide to the Town Manager or designee a plan which details the security and law enforcement needs for the AWDE by December 1, 2014, 5:00 p.m. The plan shall announce, but not be limited to, security needs for operational hours, overnight security, crowd management, 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 by December 1, 2014, 5:00 p.m. MVP shall provide adequate proof to the Town Manager or designee that through proper course design, course maintenance, crowd management measures, or other means, the main athletic field, Nottingham Lake, the Pavilion (stage) and other facilities in Nottingham Park are protected from damage. 3.5• MEDICAL AND EMERGENCY RESPONSE PLAN — MVP shall provide to the Town Manager or designee a plan which details the medical response and emergency response agencies and protocols for the AWDE by December 1, 2014,5:00 p.m.. The plan shall address specifically, but is not limited to, ice safety protocols and policies, ice rescue operations. Contracts for services with emergency response agencies shall be presented or a date to have such contracts shall be provided. 3.6. SANITATION & RESOURCE RECOVERY - MVP shall provide to the Town Manager or designee a plan which details the sanitation facilities and resource recovery (reduction and recycling) program by December 1, 2014, 5:00 p.m. The plan shall cover the PREMISES, parking lots and pedestrian pathways to and from parking lots. The number and location of portable sanitation facilities, dumpsters, trash cans, recycling bins shall be provided as well as the timeframes detailed. Avon shall require copies of all contracts for services by not later than January 2, 2015, 5;00 p.m. 3.7. SOUND PERMIT- MVP shall complete and submit a Sound Permit Application ($100 application fee is waived) pursuant to Avon Municipal Code 5.24. It is further agreed that the dates and times are to be strictly adhered to. 3.8. INSURANCE & INDEMNIFICATION 3.8.1. The Licensee expressly agrees to, and shall, indemnify and hold harmless the Town and any of its officers, agents, or employees from any and all claims, damages, liability, or court awards, including costs and attorney's fee that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any omission or act of commission by the Licensee or any of its employees, agents, partners, or lessees, in encroaching upon the Town Property. in particular and without limiting the scope of the foregoing agreement to indemnify and hold harmless, the Licensee shall indemnify the Town for all claims, damages, liability, or court awards, including costs and attorney's fees that are or may be awarded as a result of any loss, injury or damage sustained or claimed to have been sustained by anyone, including but not limited to, any person, firm, partnership, or corporation, in connection with or arising out of any claim in whole or in part that all or any portion of the Private Improvements and encroachment permitted by this Agreement constitutes a dangerous and /or unsafe condition within a public right -of -way. 3.8.2. The Licensee agrees that it will never institute any action or suit at law or in equity against the Town or any of its officers or employees, nor institute, prosecute, or in any way aid in the institution or prosecution of any claim, demand, or compensation for or on account of any 2014/2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 3 of 7 damages, loss, or injury either to person or property, or both, known or unknown, past, present or future, arising as a result of or form the revocable license granted to the Licensee by this Agreement. This provision includes but is not limited to claims relating to road maintenance, snow removal or other public works activities performed by or on behalf of the Town. 3.8.3. The Licensee agrees that the Town is not liable, and will not assume any liability, responsibility, or costs for any damage, maintenance, or repair of any temporary improvements erected or maintained by the Licensee under this Agreement. 3.8.4. The Licensee agrees to repair and reconstruct any damage to the Town Property upon expiration of this Agreement and remove any other improvements erected by the Licensee on the Town Property and the Licensee shall return the Town Property to its original condition at the cost and expense of the Licensee and at no cost or expense to the Town. In the event that Licensee does not remove the temporary improvements and repair and restore Town Property to the condition prior to this Agreement by May 15, 2015, then the Town may seek recovery of all costs incurred for the removal of Private Improvements from Town Property, repair of damages to Town Property, and restoration of Town Property, including legal costs and attorney fees. 3.8.5. The Licensee agrees to procure and maintain, at its own cost, a policy or policies of comprehensive general liability insurance protecting against injury, damage or loss occurring on the licensed premises in the minimum amount of One Million Dollars $1,000,000.0o per occurrence and Two Million Dollars $2,000,000 in the aggregate. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests' provision. Coverage shall be provided on an "occurrence" basis as opposed to a "claims made" basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional Insured parties. However, the Licensee's failure to take such steps to Insure the premises shall not waive, affect, or impair any obligation of the Licensee to indemnify or hold the Town harmless in accordance with this Agreement. 3.8.6. The Licensee agrees to procure and maintain, at its own cost, comprehensive automobile liability Insurance with minimum combined single limits for bodily Injury of not less than of One Hundred Thousand Dollars ($100,000.00) each person and each accident and for property damage of not less than Fifty Thousand Dollars ($50,000.00) each accident with respect to each of the Licensee's owned, hired and non -owned vehicles assigned to or used in the Event. The policy shall contain a severability of interests provision. Such insurance coverage must extend to all levels of subcontractors. Such coverage must Include all automotive equipment used in the performance of the Agreement, both on the work site and off the work site, and such coverage shall include non- ownership and hired cars coverage. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees and agents as additional insured parties. 3.9• MISCELLANEOUS 3.9.1. MVP in its marketing and advertising shall notify attendees about alcohol and recreational marijuana 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 AWDE attendees. 3.9.2. To the extent licensed personnel, such as electricians, medical, emergency response or health official, are required to conduct certain services or inspections, MVP shall abide by these local and State requirements. 2014/2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 4 of 7 3.10. BOND -- MVP 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 $25,000. The bond is intended to secure payment of damages, repairs, clean -up, or any other payment or penalty due AVON under the terms of this Agreement. The bond is due at the Town of Avon Finance office no later than 5:00 p.m. on January 15, 2015, 5:00 p.m. The bond, less any appropriate funds for payment, if any, shall be refunded to MVP by May 15, 2015, 5:00 p.m. 4. AVON RESPONSIBILITIES 4.1. AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon name and logo brands. 4.2. AVON may provide portable fence materials (stadium barricade — approx. goo linear feet) to MVP, if not already in use by AVON. 43. AVON will ensure that by January 15, 2015, the electrical stubs and outlets in the Park and along Lake Street are in good working order for the concessionaires. MVP may utilize 3 -phase power located at the Nottingham Pavilion (Stage). 5. EVENT CANCELLATION —Either party may cancel the AWDE 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. 5.1. The AWDE may be canceled by the Town Manager if the terms of this Agreement are not substantially fulfilled In a timely manner or In the event of an unforeseen catastrophic event, subject to a right to cure. Should AVON deem any term or terms of this Agreement unfulfilled and wish to base cancellation thereon, AVON shall give MVP written notice and MVP shall have 5 business days to cure the term or such longer time as mutually agreed by the parties. Should MVP cure, this Agreement shall continue in full force and effect. 5.2. In the event of cancellation, AVON shall remit to MVP all bonds minus any AWDE related expenditure incurred by AVON. If MVP cancels the AWDE after AVON has dedicated resources toward production and notice of such cancellation is not given prior to January 2, 2015, MVP shall pay AVON five thousand dollars ($5,000) as liquidated damages within 3o days of the previously scheduled production date. 6. RELEASE OF LIABILITY 6.1. AVON assumes no responsibility whatsoeverfor any non - municipal property placed in said 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 MVP, its employees, agents, and concessionaires or of any performer or spectator that may be sustained by reason of the occupancy of the PREMISE under this License Agreement, except for the sale negligence of AVON or its officers, agents, employees. 6.2. In the event the PREMISE 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 AWDE, or which in the judgment of the Town Manager and Mayor, renders the fulfillment of this Agreement by AVON impossible, MVP 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. 7. ASSIGNMENT - This Agreement shall not be assigned by the Licensee without the prior written consent of the Town which may withhold its consent for any reason; provided that the Town encourages the Licensee to Inform any purchaser of the Licensee's property or Interests of the existence of this Agreement and the Town will promptly consider any request by the Licensee for assignment of this Agreement to such subsequent purchaser. 2014/2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 5 of 7 8. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings. This Agreement may be amended only by an instrument in writing signed by the parties. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this Agreement shall continue In full force and effect. Invalidation of the Agreement In Its entirety shall revoke any authorization, whether explicit or implied to the continuing use and occupancy of the Town Property for the Private Improvements. 9. 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 any money due hereunder, or to collect any money damages for breach thereof, the prevailing party shall be entitled to recover, in addition to any other remedy, reimbursement for reasonable attorney's fees or 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. 10. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses: MVP Collaborative Mr. /Ms. XX Need address... COPY TO: AVON Town Manager, Town of Avon P. 0. Box 975 Avon, CO 81620 COPY TO: Special Events Supervisor, Town of Avon, P.O. Box 975, Avon, CO 81620 i1. AUTHORITY TO BIND PARTY -The undersigned persons represent that they are expressly authorized to execute this Agreement on behalf of the Parties and to bind their respective Parties and that the Parties may rely upon such representation of authority. 12. SIGNATURES 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: ,Y,g 4�jls, By: Debbie Hoppe, T Clerk Virginia C. Egg Town Manager Date: le/ ZD� 2014/2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 6 of 7 MVP Collaborative By: Mr. David -Wade, CFO and E ecutive Vice President ldhLL'AYA C. Ault -06614 Date: I — 30— / (/ 2014/2015 AUDI WINTER DRIVING AWDE AGREEMENT Page 7 of 7