07-08-2017 2017 Team Evergreen Bicycle Club Festival AgreementAvon, Exl en
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COLORADO
2017 TEAM EVERGREEN BICYCLE CLUB FESTIVAL AGREEMENT
THIS AGREEMENT is made and entered into on May 22, 2017, 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,
8162o and Team Evergreen Bicycle Club Inc., hereinafter referred to as ("TEAM EVERGREEN"), a Colorado
Corporation with its principal offices at 1202 Bergen Parkway, Suite 300, c/o Felde Associates, Evergreen, CO
80439•
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 parties recognize the mutual benefits of TEAM EVERGREEN producing and AVON hosting the
"29th Annual Triple Bypass Finish Celebration" on July 8, 2017 ("FESTIVAL"). It is the parties' intention that this
Agreement define the duties, obligations and conditions with respect to the production of the FESTIVAL so
that it is conducted in a manner and direction which meets the needs of the community as 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; and,
WHEREAS, the parties desire to set forth the terms and conditions of a Special Event Permit to use a portion of
Harry A. Nottingham Park, Lake Street and Benchmark Road as defined below in paragraph 1 as the PREMISES.
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. PREMISES & RIGHTS OF USE - Execution of this Agreement shall constitute issuance of a Special Event
Permit. Avon waives the S1oo application fee pursuant to Avon Municipal Code Section 9.40. This permit
grants TEAM EVERGREEN the right, and imposes the duty, to use the PREMISES as defined in this
Agreement for the purpose of producing the FESTIVAL on July 8, 2017, subject to compliance with the
terms and conditions of this Agreement.
1.1 The site of the FESTIVAL on July 8, 2017, (herein referred to as the "PREMISES") is defined as a portion
of Harry A. Nottingham Park, a portion of Lake Street and a portion of Benchmark Road (as depicted
on Attachment "A"), including the main athletic field, but not including the Avon Recreation Center,
Picnic Shelter, Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, Tennis or Pickleball
Courts.
1.2 TEAM EVERGREEN is granted an exclusive right of use of the PREMISES on July 8, 2017 from 6:0o a.m.,
through 10:0o p.m. for set-up and FESTIVAL production. TEAM EVERGREEN shall also have non-
exclusive rights to access the PREMISES for set-up on July 7, 2017, from 12:00 p.m. to 6:0o p.m.; and,
on July 9, 2017 from 55:Oo a.m. to 12:00 p.m. for the sole purpose of FESTIVAL break -down and site
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clean-up. TEAM EVERGREEN may request, as a result of weather or catastrophic events, an extension
or delay of the aforementioned timelines, after which AVON may approve the request in writing.
Approval of the request from TEAM EVERGREEN for an extension or delay of the agreed upon
timelines will not be unduly withheld by AVON.
z. MAXIMUM CROWD SIZE -TEAM EVERGREEN agrees that the maximum crowd size will not exceed 5,000
attendees at any one time during the FESTIVAL including paid attendees, rider support, vendor and
subcontractors, volunteers, general public and event staff. TEAM EVERGREEN will accurately manage the
crowd size through wristbands, counters or a combination of both.
3. TEAM EVERGREEN RESPONSIBILITIES
3.1 SERVICES FOR CROWD SIZE, FESTIVAL MARKETING & PROMOTIONS, INFORMATION BOOTH — TEAM
EVERGREEN shall provide the following services for the FESTIVAL during the term of this Agreement
for the successful production of the FESTIVAL:
3.1.1 Service to be provided for Crowd Size - TEAM EVERGREEN shall provide for those services
described in Section 3 below for the FESTIVAL admissions. Should TEAM EVERGREEN be unable
to provide those services in Section 3 for all admissions, TEAM EVERGREEN shall limit
admissions to the number of people able to be accommodated by the services provided.
Should TEAM EVERGREEN, at any time, estimate that greater than the daily admissions are
likely, services described in Section 3, AVON shall be promptly noticed, and TEAM EVERGREEN
will be responsible to meet any new demands prior to the start of the FESTIVAL.
3.1.2 Marketing & Promotions -
3.1.2.1 AVON shall receive, based upon its total cash contribution of $5,00o and in-kind
services valued at $3,000 for a total sponsorship of $8,000; all benefits, including but
not limited to, priority placement on the FESTIVAL website for Avon lodging properties,
and AVON logo placement, plus all other sponsor benefits commensurate with the
TEAM EVERGREEN sponsorship package offered to all other sponsors at the $8,000
level. The TEAM EVERGREEN sponsorship package shall be provided to the Town
Manager or designee not later than June 16, 2017.
3.1.2.2 TEAM EVERGREEN, in its marketing and advertising, shall notify attendees about
alcohol and recreational marijuana restrictions, resource recovery priorities, parking
locations and transportation systems, no open containers allowed, no pets allowed and
all other matters deemed necessary by the Town Manager or designee for the advance
informational needs of FESTIVAL attendees. The Town Manager or designee is
available to review marketing materials upon request.
3.2 PREMISES SET-UP & TEAR DOWN PLAN -TEAM EVERGREEN shall provide a PREMISES set-up and tear
down plan to the Town Manager by 5:00 p.m., June 16, 2017. The plan shall include a schedule for
installation/removal and a scaled map of all proposed structures including but not limited to catering
kitchen, sound systems, massage tent, bike lock-up, baggage area/trucks, ADA areas, addition of a
plywood road for heavy trucks, entry/exit points, tents, fencing, portable facilities, vendor spaces,
tables, seating, designated smoking area and other areas of FESTIVAL elements.
Stakes are not to be driven into the ground along any pathways, parking lots or grassy areas with
underground sprinkler systems without prior permission from the Town Manager or designee.
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3.3 VENDOR LICENSING
3.3.1 TEAM EVERGREEN shall provide a list of vendors to the Town Manager by not later than June
16,2017,5:00 pm.
3.3.2 The list shall include: All vendors, sponsors and non -profits engaged in selling food, beverages,
merchandise, wares, etc. during the FESTIVAL and will include: The business names/dba,
physical address, mailing address, phone number, email address, contact and type of activity.
3.3.3 TEAM EVERGREEN shall register for a Sales Tax License with the Town of Avon; there is not a
fee assessed for this license.
3.3.3-1 The Sales Tax License can be found at wvvw.avon.o_rg, "On -Line Payments"
button, located at the bottom of the screen.
3.3.3.2 Instructions: Go to www.avon.org and click on the "Online Payments"
button located at the bottom of the home page.
3.3.3.3 If TEAM EVERGREEN has not been on MuniRevs before, TEAM EVERGREEN
will need to register by clicking "New User" to apply for an account; then follow the online
steps provided. If a vendor needs assistance they should contact support@munirevs.com or call
888-751-1911.
3.3.3.4 If TEAM EVERGREEN is currently registered, TEAM EVERGREEN will access by
clicking "Existing Users"; they will login to their account and access "Manage Your Business" to
register for a Sales Tax License. If a TEAM EVERGREEN needs assistance, they should contact
support@munirevs.com or call 888-751-1911.
3.3.4 TEAM EVERGREEN shall collect and remit sales tax for any vendor engaged in selling at the
EVENT.
3.3.5 TEAM EVERGREEN acknowledges and shall abide by AVON's Prohibition of Marijuana Businesses
at Town Owned Venues for Town of Avon Permitted or Sponsored Festivals and Special Events,
which can be found in the Producer Toolkit.
3.4 SPECIAL EVENT LIQUOR PERMIT
3.4.1 TEAM EVERGREEN shall be responsible for identifying a nonprofit to apply for the Special Event
Liquor Permit for the FESTIVAL. AVON encourages TEAM EVERGREEN to consider one or more
of the local non -profits as the Special Event Liquor Permit applicant(s). A list of nonprofits can
be found in the Producer Toolkit.
3.4.2 Application for the Special Event Liquor Permits and all insurance and indemnification
requirements pursuant to AVON Municipal Code 5.o8.170 shall be the responsibility of TEAM
EVERGREEN and its nonprofit. The requirements can be found in the Producer Toolkit.
3.4.3 The nonprofit shall submit to the Town Clerk a Special Event Liquor Application by not later than
5:00 p.m., May 25, 2017.
3.5 STAFFING — TEAM EVERGREEN shall be responsible for all staffing and volunteer needs of the
FESTIVAL to include set-up, FESTIVAL production, site tear down and clean up.
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3.6 OPERATIONS & EQUIPMENT - TEAM EVERGREEN shall be responsible for all FESTIVAL operations,
equipment, and all equipment rentals for the FESTIVAL.
3.7 SECURITY PLAN — TEAM EVERGREEN shall provide to the Town Manager a plan which details the
security and law enforcement needs for the FESTIVAL by June 16, 2017. The plan shall include, but not
be limited to, security needs for alcohol sales, enforcement of marijuana restrictions, crowd
management, lost children protocol, lost and found protocol, communication plan for law
enforcement and emergency response agencies, communication plan for operations with AVON
personnel and chain of command, and external support from the Avon Police Department and Eagle
County Sheriff's Office. A contract for services with a security agency shall be presented by not later
than June 16, 2017.
3.7.1 TEAM EVERGREEN shall provide adequate proof to the Town Manager that the PREMISES are
protected from damage through a plywood road for heavy trucks, fencing, crowd management
measures, signage, or other sufficient means.
3.7.2 Pre -FESTIVAL information shall sufficiently and frequently communicate to attendees through
all media and public address outlets, signage to be placed at the FESTIVAL entrance/exit, Avon
Transportation pedestrian paths of ingress/egress, FESTIVAL general public and support vehicle
parking; the following, that: (1) no open containers are allowed within Avon; (2) there is no
vending without a Town license; (3) there is no parking on private property without permission
of the property owner; (4) no loitering; (5) it is illegal to smoke marijuana out-of-doors in the
Town of Avon, including PREMISES; and, (6) all relevant parking and transportation information.
3.8 ROUTE SAFETY PLAN — TEAM EVERGREEN shall provide to the Town Manager or designee a plan
which details the law enforcement needs for route safety for the FESTIVAL by June 16, 2017. The plan
shall include, but not be limited to number of law enforcement requested, hours of services and
location of officers. Based upon the plan, the Town Manager or designee shall determine the number
of law enforcement needs for route safety and general public safety. TEAM EVERGREEN shall be
required to complete an Avon Police Department Extra Duty Agreement in order to facilitate the
procurement of law enforcement.
3.9 MEDICAL AND EMERGENCY RESPONSE PLAN — TEAM EVERGREEN shall provide to the Town Manager
a plan which details the medical response and emergency response agencies and protocols for the
FESTIVAL by June 16, 2017, 5:00 p.m. The plan shall include a management protocol for people who
are experiencing heat exhaustion, dehydration, hypothermia, severely intoxicated or under the
influence of illegal drugs and not able to walk to public transportation or parking lots. AVON shall
require copies of all contracts for services by not later than June 16, 2017.
3.10 SANITATION & RESOURCE RECOVERY - TEAM EVERGREEN shall provide to the Town Manager a plan
which details the sanitation facilities, resource recovery (composting and recycling) and cleaning
program by June 16, 2017. 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, and trash
cans shall be provided, with times of placement. Avon shall require copies of all contracts for services
by not later than June 16, 2017.
3.11 PARKING & TRANSPORTATION PLAN — TEAM EVERGREEN shall provide to the Town Manager or
designee, by 5:00 p.m., June 16, 2017, a plan which details mass transportation needs and parking
locations for all attendees.
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3.11.1 The transportation plan shall detail what type transit services will be offered to paid attendees
which need access to the PREMISES, including hours of service, location of pick-up and drop
sites, length of vehicles (charter buses and bike storage trucks), the number of vehicles and
estimated frequency of trips. AVON shall work with TEAM EVERGREEN to finalize the parking
and transportation plans by not later than June 23, 2017.
3.11.2 The transportation plan shall detail road closures requested for the bike route safety including
hours of closure, points/intersections of closures, marshal, event staff and volunteer staffing
placement locations and hours.
3.11.3 The transportation plan shall detail parking lots to be utilized for paid attendees, rider
support/sag, vendor and subcontractors, volunteers and event staff including hours of use and
number of volunteer/paid staffing for all parking lots.
3.11.4 Agreements with property owners for the use of parking lots shall be provided by not later
than June 30, 2017, to the Town Manager or designee.
3.11.5 The transportation plan shall detail directional signage plan by not later than June 16, 2017 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.
3.12 INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town business.
TEAM EVERGREEN may use Comcast provided internet service for lawful purposes only. Any
transmission or re -transmission of material in violation of any federal or state laws or regulations is
expressly prohibited. This extends to and includes, but is not limited to, any copyrighted materials,
content communications deemed to be abusive, threatening or obscene, or any content or
communications prohibited by trade secrets.
Through Comcast, AVON shall provide access to the internet for the PREMISES only, through TOA
Public secured with a FESTIVAL password for the express use of FESTIVAL merchandise sales, vendor
booth sales and media only. TOA -Public bandwidth is loo megabits down/20 megabits up. Under no
circumstances shall TEAM EVERGREEN share the passcode with the general public.
3.13 PREMISES INSPECTION — TEAM EVERGREEN and AVON shall jointly perform and document a pre -
FESTIVAL inspection of the PREMISES at 12:00 p.m. on July 7, 2017 and a post -FESTIVAL inspection of
the PREMISES not later than 12:00 p.m. on July 9, 2017, before the PREMISES are released to TEAM
EVERGREEN and returned to AVON. TEAM EVERGREEN shall notify Avon Town Manager or designee
of any problems or damage that may have occurred during the FESTIVAL during the post -FESTIVAL
inspection.
3.14 INSURANCE & INDEMNIFICATION
3.14.1 TEAM EVERGREEN 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 TEAM
EVERGREEN'S actions or omissions in connection with the conduct of the FESTIVALS.
3.14.2 AVON agrees to indemnify the TEAM EVERGREEN, 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
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arising out of or directly or indirectly resulting from AVON'S' actions or omissions in
connection with the conduct of the FESTIVALS
3.14.3 TEAM EVERGREEN 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 FESTIVALS. 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: $1,000,00o per occurrence primary coverage,
and $3,000,000 annual aggregate; 3o days' notice of cancellation; $1,000,00o host and
general liquor liability insurance; personal and advertising injury coverage; and
$50,000 fire damage.
y
3.14.4 TEAM EVERGREEN shall provide to AVON proof of Comprehensive Automobile Liability
insurance for any private motor vehicles owned by TEAM EVERGREEN or its officers, agents,
or employees that are used as part of the FESTIVALS. 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.
3.14.5 Written evidence of such general liability and alcohol liability policies and coverage shall be
provided to the Town Manager no later than June 16, 2017, at 5:0o p.m. All insurance
policies shall be non -cancelable without thirty (30) days prior notice to AVON.
3.14.6 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 $600,00o 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.
3.14.7 TEAM EVERGREEN 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.
4. DAMAGE DEPOSIT — TEAM EVERGREEN shall deposit a certified check or payment, in a form acceptable to
the Town Manager, and payable to the Town of Avon in the amount of two -thousand dollars ($2,000).
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 July 1, 2017. The bond, less any appropriate funds for payment, if any, shall be
refunded to TEAM EVERGREEN by July 31, 2017.
5. AVON TRADEMARKS
5.2 Avon's Marks, including FESTIVAL logos, are and shall remain the sole and exclusive property of AVON.
TEAM EVERGRLN.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.
5.3 Subject to the terms and conditions of this Agreement, AVON hereby grants to TEAM EVERGREEN a
non-exclusive, non -transferable, revocable and limited license to reproduce AVON's Marks in
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connection with (1) the FESTIVAL; and, (2) carrying out any other TEAM EVERGREEN obligations under
this Agreement. Except as expressly permitted hereunder, TEAM EVERGREEN hereby covenants and
agrees that it will make no use of Avon's Marks. TEAM EVERGREEN shall have no right to sublicense its
rights under this license.
5.4 TEAM EVERGREENS use of AVON's Marks shall be strictly subject to the prior written approval of the
Town Manager, which approval may be granted or withheld in Town Manager's discretion.
Notwithstanding any provisions hereof to the contrary, prior to the printing or reproduction of any
AVON Marks pursuant to this agreement, TEAM EVERGREEN shall provide AVON with samples of all
such materials for AVON's review and approval or disapproval.
5.5 Any trademarks, logos or other intellectual property developed by AVON or by TEAM EVERGREEN in
connection with its FESTIVAL services provided hereunder shall be the property of AVON.
6. AVON RESPONSIBILITIES
6.1. AVON shall provide financial support in the amount of five thousand dollars ($5,000) to TEAM
EVERGREEN. Payment shall be made within thirty (3o) days of execution of this Agreement.
6.2. AVON shall provide in kind support to TEAM EVERGREEN in the amount not to exceed three thousand
dollars ($3,000). In-kind support includes the following items, unless TEAM EVERGREEN and AVON
agree to change one or more of the items:
6.2.1. Up to nine hundred (goo) linear feet of stadium barricade fencing, not already in use and,
AVON staff labor to install the fencing and remove the fencing,
6.2.2. Up to ten (1o) Zero Hero stations to include tent, collapsible bins and all liners,
6.2.3. Up to four (4) portable VMS boards including set-up, programming and removal,
6.2.4. Up to five (5)10 x 10 tents with sidewall,
6.2.5. One Avon special event volunteer to assist with hauling trash, recycling and composting to
dumpsters on July 8, 2017 between the hours of 4:00 p.m. and 8:oo p.m.,
6.2.6. Two (2) Avon Public Works personnel to manage vehicular traffic between Avon Road,
Riverfront Lane, Lake Street and Benchmark Road on July 8, 2017 between the hours of 12:30
p.m. and 8:oo p.m., and,
6.2.7. Traffic control materials and devices including set-up and removal.
6.3. AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon
name and logo brands.
6.4. 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 Avon
Performance Pavilion and/or Town Hall building on the northern exterior wall.
EVENT/FESTIVAL CANCELLATION —This FESTIVAL may not be cancelled in whole or in part by either party
unless, due to any Act of God or force majeure, Including, without limitation, fire, weather, flood, natural
disaster or similar cause beyond the control of the parties, TEAM EVERGREEN shall be entitled to work to
date performed on behalf of AVON and FESTIVAL, for its time investment in the FESTIVAL, as well as for
any item which may be considered a direct line -item of the Approved Budget, provided that such line -item
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has been approved in advance in writing by AVON.
The FESTIVAL 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 unforeseen catastrophic events, 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 TEAM EVERGREEN written notice and TEAM EVERGREEN shall have five (5)
business days to cure the term or such longer time as mutually agreed by the parties. Should TEAM
EVERGREEN cure, this Agreement shall continue in full force and effect.
RELEASE OF LIABILITY
8.1 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
damages to any person or property of TEAM EVERGREEN, 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 sole negligence of AVON or its officers, agents,
employees.
8.2 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 FESTIVAL, or
which in the judgment of the Town Manager and Mayor, renders the fulfillment of this Agreement by
AVON impossible, TEAM EVERGREEN 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, except for monies already earned or expended in accordance with
provision of Section 7 (EVENT/FESTIVAL CANCELLATION).
9. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
TEAM EVERGREEN BICYCLE CLUB
Ms. Jennifer Barbour
P.O. Box 3804
Evergreen, CO 80437-3804
Via email: Jen@teamevergreen.org
COPIES TO: Nat Ross and Sabra Nagel
Via email: Nat@triplebypass.org and Sabra@tripiebypass.org
AVON
Town Manager, Town of Avon
P. O. Box 975
Avon, CO 81620
Via email: vegger@avon.org
COPY TO: Special Events Manager, Town of Avon, P.O. Box 975, Avon, CO 81620
Via email: cwillis@avon.org
1o. 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 TEAM EVERGREEN. 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.
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11. ARTICLE X, SECTION 2o/TABOR - The parties understand and acknowledge that the Avon is subject to
Article X, § zo 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 the 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 the Town 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.
12. 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 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. If there is any conflict between the language of
this Agreement and any exhibit or attachment, the language of this Agreement shall govern.
13. 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.
14. ASSIGNMENT AND RELEASE - All or part of the rights, duties, obligations, responsibilities, or benefits set
forth in this Agreement shall not be assigned by TEAM EVERGREEN 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 Applicant from performance of any duty, obligation, or responsibility
unless such release is clearly expressed in such written document of assignment.
15. 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.
16. INCORPORATION OF ATTACHMENTS - Unless otherwise stated in this Agreement, attachments,
applications, or documents referenced in this Agreement shall be incorporated into this Agreement for all
purposes. In the event of a conflict between any incorporated exhibit and this Agreement, the provisions
of this Agreement shall govern and control.
17. EMPLOYMENT OF OR CONTRACTS WITH ILLEGAL ALIENS - TEAM EVERGREEN shall not knowingly employ
or contract with an illegal alien to perform work under this Agreement. TEAM EVERGREEN 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, TEAM EVERGREEN 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 TEAM EVERGREEN 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 TEAM
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EVERGREEN 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
TEAM EVERGREEN obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien, the TEAM EVERGREEN shall be required
to notify the subcontractor and the Town within three (3) days that the TEAM EVERGREEN has actual
knowledge that a subcontractor is employing or contracting with an illegal alien. The TEAM EVERGREEN
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 TEAM EVERGREEN's actual knowledge.
The TEAM EVERGREEN shall not terminate the subcontract if, during such three days, the subcontractor
provides information to establish that the subcontractor has not knowingly employed or contracted with
an illegal alien. The TEAM EVERGREEN 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 the TEAM EVERGREEN violates this provision,
Avon may terminate this Agreement, and the TEAM EVERGREEN may be liable for actual and/or
consequential damages incurred by Avon, notwithstanding any limitation on such damages provided by
such Agreement.
18. 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.
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
By: Date: 611-7117
Virginia C. Egg"er,1,oVvn Manager
TEAM EVERGREF'NIKYCLE CLUB, INC.
By: Date:,` ��ty
r j
2017 TEAM EVERGREEN FESTIVAL AGREEMENT
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