01-07-2015 Audi Driving ADEA
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2014/2015 AUDI DRIVING AIDE
TOWN OF AVON AGREEMENT
THIS AGREEMENT is made and entered into the Wednesday, January 7, 2015, 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 "), a Limited Liability Corporation, an
EVENT production agency, with its principal offices at 1751 E. Lincoln, Madison Heights, MN 48071, for the
production of the AUDI DRIVING EXPERIENCE AIDE ( "EVENT ").
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 EVENT in February
2015. 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.
z. Execution of this Agreement shall constitute issuance of a Special Event Permit ($1oo 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.
MVP explicitly states that it understands that AVON is currently constructing a new Pavilion (Stage) at the
edge of Nottingham Lake. The Pavilion (Stage) is expected to be constructed by no later than January 20,
2015, and there is no guarantee that the Pavilion (Stage) will be completed, but best efforts are being
made. Harry A. Nottingham Park's (Main Athletic Field) and Pavilion are facilities which are to be provided
for use to MVP for the production of the EVENT. If for whatever reason the Pavilion (Stage) is not
completed, then MVP will be granted privileges to build its own tent and executive bathroom area within
the designated PREMISES, as defined below. Certain fire codes for a tent may need to be met as a
condition of a tent placement.
4. MVP and AVON agree that time is of the essence for the parties to meet the Terms and Conditions of this
Agreement. The parties agree that dates for performance may be amended by written mutual
agreement, including the use of email.
TERMS AND CONDITIONS
1. PREMISES - The site of the EVENT (herein referred to as the "PREMISES") shall be Harry A. Nottingham Park's
Main Athletic Field, the Nottingham Pavilion (Stage), and the West Parking Lot adjacent to Main Athletic
Field but not Nottingham Lake, the Avon Recreation Center, Lower Athletic Field, Swim Beach, Basketball
Courts, Sand Volleyball Courts, or Tennis Courts. Exhibit A delineates the PREMISES.
MVP is granted an exclusive right of use of the PREMISES, with the exception of the West Parking Lot, from
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February 2, 2015, at 7:0o a.m. through 12:00 p.m., February 15, 2015. The West Parking Lot provides access
to a Town shed, which is needed for Town services during the period of this Agreement. MVP shall also have
the right to the PREMISE from Thursday, January 29, 2015, through Monday, February 16, 2015 from 9:00
a.m. to 8:0o p.m. each day for the sole purposes of the EVENT set -up, strike and site clean -up with the
exception of the Pavilion, log cabin and green room spaces which MVP shall have use through Sunday,
February 15, 2015 at 8:0o p.m.
MVP may have access to PREMISES starting at 9:00 a.m. on January 9, 2015, for the sole purpose of driving
course preparation on the Main Athletic Field for the EVENT. MVP may be on the PREMISES as needed for
these operations only with the understanding Avon shall be given advanced notice of general times MVP
will be on -site.
FEE - MVP shall pay to AVON a facility use fee of ten thousand dollars ($10,000.00) on January 9, 2015.
Payment shall be made to the Town of Avon and delivered to the Town Offices at One Lake Street.
2. AUDI DRIVING ADE DRIVE DESIGN EROGRAM &SECURITY DEPOSITTO COVER ANY DAMAGE • THE MAIN
ATHLETIC FIELD
2.1. EVENT driving sessions may be performed on Monday, February 2 to Saturday, February 14, 2015, from
9:0o a.m. to 8:0o p.m., and on Sunday, February 15, 2015, from 9:0o a.m. to 12:0o p.m.
2.2. MVP shall provide to AVON update(s) for the Audi Driving ADE Drive Designs V6 (hereafter "DESIGN ")
as updated (see Exhibit B), with the final DESIGN being provided to AVON not later than January 7,
2015, 5:00 P.M. MVP commits to AVON the DESIGN shall serve as the program for the EVENT and
planning shall be based upon the information in the DESIGN.
2.3. Security Deposit: A separate Security Deposit of $71,000.00 will be submitted by MVP, which will be
held to cover damage, if any, to the Main Athletic Field where the EVENT is held. The Security Deposit
is due at the Avon Finance office no later than 5:0o p.m. on January 7, 2015. The form of the Security
Deposit shall be subject to approval by the Avon Town Attorney.
2.4. Determination of Damage to the Main Athletic Field, Insurance Claim & Use of Security Deposit:
2.4.1. Any written claim of damage made by AVON to MVP will only require the return of the Main
Athletic Field used to its prior state as constituted before MVP takes non - exclusive right. As such,
MVP will be responsible for video and /or photography documentation of the Main Athletic Field
before it takes non - exclusive right, January 9, 2014, and this documentation will be co- evaluated
with AVON. Also, the Main Athletic Field will be similarly documented by MVP as MVP relinquishes
non - exclusive right at the conclusion of the EVENT, February 16, 2015. The Main Athletic Field will
at that time be co- evaluated again by both AVON and MVP with final determination of whether
damage attributable to the EVENT occurred at the earliest of the following two dates: 1) the first
snowmelt of the season or 2) May 15, 2015.
2.4.2. If no damage is identified after mutual co- evaluation by AVON & MVP, the Security Deposit will be
returned in full within five (5) business days of the determination.
2.4.3• If damage is identified after mutual co- evaluation by AVON & MVP, AVON shall file a written claim
to MVP stating the damage and estimated cost to repair, not to exceed $71,000.
2.4.4• MVP, at its option, within five (5) business days of receiving AVON'S written notice may file an
2014/2015 AUDI DRIVING ADE AGREEMENT
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insurance claim for the repairs with its insurance company. If no claim is filed within five (5)
business days, AVON shall be entitled to use the Security Deposit for the repairs, providing an
accounting to MVP of actual incurred costs. The balance of any unused Security Deposit funds,
will be returned to MVP within five (5) business days of the accounting, but no later than August
15, 2105.
2.4.5• Should MVP file an insurance claim, AVON will allow up to forty -five (45) days from the date of
AVON'S written claim of damage to MVP for MVP to work through the insurance claim process.
MVP shall notice AVON immediately if the claim is approved or denied, at which time AVON may
commence repairs. If the approved claim amount is less than the actual costs of repair, the
balance for the repair shall be deducted from the Security Deposit. If the MVP insurance claim is
denied, AVON shall be entitled to the Security Deposit in an amount not to exceed $71,00o to make
the repairs stated in its written claim to MVP. Any unused Security Deposit funds shall be returned
to MVP with written actual cost documentation within 3o days after the repairs have been made.
2.4.6. Only those charges for outside services and /or products specifically related to damage done to
the field during said period will qualify for reimbursement via either insurance claim or Security
Deposit. No services performed by the Town or its affiliates will qualify for reimbursement via
either insurance claim or security deposit.
Both MVP and AVON reserve the right to retain a third party evaluator to determine whether
damage done to the field was the result of the "EVENT ".
2.5. AVON will also provide a list of all EVENTS that occur between February 16, 2015 (when MVP relinquishes
non - exclusive right) and the time of the final determination as described above by no later than January
30, 2015. A final or updated list should also be provided at the final determination.
3.1. COURSE PREPARATION PLAN — MVP shall provide a snow and course preparation and snow removal
plan not later than January 9, 2015, at 5:00 p.m. The plan shall generally describe personnel, equipment
usage, site preparation and maintenance of a snow /ice course on the Main Athletic Field as well as
process and timing for snow /ice removal from the Main Athletic Field, and any security plans for
protection of the PREMISES.
3.2. PAR COURSE SET -UP & TEAR DOWN PLAN - MVP shall provide a PREMISES and Pavilion (Stage) set-
up and tear down plan to the Town Manager or designee by 5:00 p.m., January 9, 2015. The plan shall
include a schedule for installation /removal 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 at 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 January 9, 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 EVENT.
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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 15, 2015, 5:00 p.m.
3.3.2• Agreements with property owners for the use of parking lots, if applicable, shall be provided by
not later than January 9, 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 9, 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 EVENT by January 9, 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 January 9, 2015, 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,
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
EVENT by January 9, 2015, 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
January 9, 2015, 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 15, 2015, 5:00 p.m.
3.7. SOUND PERMIT- MVP shall complete and submit a Sound Permit Application ($10o application fee is
waived) pursuant to Avon Municipal Code 5.24, if required. It is further agreed that the dates and
times are to be strictly adhered to.
3.8. INSURANCE & INDEMNIFICATION
3.8.1. MVP expressly agrees to, and shall, indemnify and hold harmless the AVON 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, corporation, or other legal entity or invitee in connection with or
arising out of any omission or act of commission by MVP or any of MVP's employees, agents,
partners, or lessees, in encroaching upon the PREMISES. In particular and without limiting the
scope of the foregoing agreement to indemnify and hold harmless, MVP shall indemnify AVON
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, corporation,
OR, or legal entity or invitee in connection with or arising out of any claim in whole or in part
that all or any portion of the PREMISES and encroachment permitted by this Agreement
constitutes a dangerous and /or unsafe condition within a public right -of -way.
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3.8.2. MVP agrees that it will never institute any action or suit at law or in equity against AVON 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 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 MVP 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 AVON.
3.8.3• MVP agrees that AVON 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
MVP under this Agreement.
3.8.4• MVP agrees to repair and reconstruct any damage to the PREMISES upon expiration of this
Agreement and remove any other improvements erected by the MVP on the PREMISES and MVP
shall return the PREMISES to its original condition at the cost and expense of MVP and at no cost
or expense to AVON.
3.8.5• MVP 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 $1,000,00o 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 AVON as Certificate Holder and name AVON,
and its elected officials, officers, employees and agents as additional insured parties. However,
MVP's failure to take such steps to insure the premises shall not waive, affect, or impair any
obligation of MVP to indemnify or hold AVON harmless in accordance with this Agreement.
3.8.6. MVP 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 MVP'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 AVON as
Certificate Holder and name AVON, 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 EVENT 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.
3.9.3• MVP shall, at its own expense, remove all snow /ice from the Main Athletic Field as outlined in
the Course Preparation Plan developed in Section 3.1 above by not later than February 16, 2015
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at 5:00 p.m.
3.9.4• MVP may push the snow /ice to the north, east and south sides of the Main Athletic Field and
build up the snow wall as identified on the "Standard Course" map. In addition, MVP may push
snow /ice into Nottingham Lake at the eastern edge. MVP shall leave gaps in the in the snow
wall side as identified on the "standard course" map.
3.9.5• Audi shall provide to AVON a copy of the third party snow /ice removal contract by not later
than January 15, 2015•
3.9.6. Audi shall work with the Bonfire Entertainment (WWG producer) or their designee, prior to and
during the removal of snow /ice from the PREMISES. Bonfire Entertainment or their designee
shall be readily available starting Sunday, February 15 at 12:00 p.m. through Tuesday, February 18
at 8:0o a.m.
4. AVON RESPONSIBILITIES
4.1. AVON shall cooperate with the marketing of the EVENT by supporting the use of the 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.
4.3• 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).
4.4• AVON will provide up to $2,450 towards the cost of snow /ice removal as outlined in section 3.9.3
4.5• AVON will provide photographs of Pavilion (Stage) progress by January 9, 2015.
4.6. AVON will notify MVP of completed construction status of Pavilion (Stage) by January 15, 2015.
4.7. AVON will move fence line back from any obstruction of the field by no later than January 20, 2015, to
the greatest extent feasible to ensure safety of the construction site, if the Pavilion (Stage) is not
complete.
4.8. AVON will clear the Parking Lot next to the Main Athletic Field of all construction equipment, vehicles
and /or other obstructions if the Pavilion (Stage) is not completed by January 30, 2015.
5. EVENT CANCELLATION —Either party may cancel the EVENT 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 EVENT 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. If AVON does cancel the EVENT without the notice depicted
above or without material cause, AVON will find suitable & comparable space for the EVENT to
continue as scheduled.
5.2. In the EVENT of cancellation, AVON shall remit to MVP all bonds minus any EVENT related expenditure
incurred by AVON. If MVP cancels the EVENT 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 whatsoever for 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
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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 sole 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 EVENT, 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.
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.
io. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
MVP Collaborative
Mr. William C. Johnson
bill.johnson@mvpcollaborative.com
1751 E. Lincoln,
Madison Heights, MN 48071
COPY T0:
AVON
Town Manager, Town of Avon
vegger@avon.org
P. 0. Box 975
Avon, CO 81620
COPY TO: Special Events Supervisor, ddempseyt7a avon.org,Town of Avon, P.O. Box 975, Avon, CO 81620
ii. 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.
2014 /2015 AUDI DRIVING ADE AGREEMENT
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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:
By:
Virginia C. Egger, T nager
Date: z
MVP Collaborative
By:
Lti)
Mr. William C. Johnson
CFO and Executive Vice President
Date: _1/7 /zo15
2014/2015 AUDI DRIVING AIDE AGREEMENT
Page 8 of 8
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