Loading...
10-12-2017 Avon Man of the Cliff Event AgreementAvo n 2017 AVON MAN OF THE CLIFF EVENT AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into on October 11, 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, 81520 and 10" Mountain Management, D/B/A Man of the Cliff, hereinafter referred to as ("MOTC"), a Colorado Limited Liability Corporation with its principal offices 535 Gay Street, Longmont, CO 80501. 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 MOTC producing and AVON hosting the "Man of the Cliff" event on October 14 and 15, 2017. It is the parties' intention that this Agreement define 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; and, WHEREAS, the parties desire to set forth the terms and conditions of a Special Event Permit to use a portion of Nottingham Park 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 $100 application fee pursuant to Avon Municipal Code Section 9.40. This Permit grants MOTC the right, and imposes the duty, to use the PREMISES as defined in this Agreement for the purpose of producing the EVENT on October 14 & 15, 2017, subject to compliance with the terms and conditions of this Agreement. 1.1 The site of the EVENT on October 14 & 15, 2017, (herein referred to as the "PREMISES") is defined as a portion of Harry A. Nottingham Park (as depicted on Attachment "A") upper athletic field and all paths of access leading to and from the upper athletic field, but not the Avon Performance Pavilion, Picnic Shelter, Avon Recreation Center, Lower Athletic Field, Playground, Basketball Courts, Sand Volleyball Courts, Pickelball Courts or Tennis Courts. 1.2 Pavilion stage will be used as a location for attendees to gather should inclement weather arise; and, is not included in the liquor boundary. 1.1 MOTC is granted the non-exclusive use of the PREMISES on for the sole purposes of: EVENT set-up on October 13, 2017, from 8:00 a.m. to 8:00 p.m. MOTC is granted an exclusive right of use of the PREMISES from October 14, 2017 at 7:00 a.m., through 7:00 p.m. October 15, 2017. MOTC shall also have non-exclusive rights to access the PREMISES on October 16, 2017 from 7:00 a.m. to 1:00 p.m., for the sole purpose of EVENT break -down and site clean-up. MOTC may request, as a result of weather or catastrophic events, an extension or delay of the aforementioned timelines, after which the Town may approve the request in writing. Approval of the request from MOTC for an extension or delay of the agreed upon timelines will not be unduly withheld by the Town. 2017 AVON MOTC EVENT AGREEMENT Page 1of8 2. AMPLIFIED SOUND HOURS - AVON and MOTC that MOTC shall complete and submit a Sound Permit Application pursuant to Avon Municipal Code 5.24 by not later than October 11, 2017. Avon agrees to waive the $25 Sound Permit Application Fee. 2.1 MOTC may allow for system and emcee announcement sound check lasting no more than 20 consecutive minutes. MOTC agrees that 20 minutes is a satisfactory amount time. Sound checks shall take place on Friday, October 13 between the hours of 2:00 p.m. and 3:00 p.m.; and on Saturday, October 14 between the hours of 8:00 a.m. and 9:00 a.m. MOTC may request, as a result of weather or catastrophic events, an extension or delay of the aforementioned timelines, after which the Town may approve the request in writing. Approval of the request from MOTC for an extension or delay of the agreed upon timelines will not be unduly withheld by the Town. MOTC agrees the volume for any system sound check will be moderated to achieve the sound check quality and shall be considerate of the surrounding neighborhoods. 2.2 MOTC acknowledges and agrees that strict adherence to the emcee announcement and a system sound check time is a material term of this Agreement. MOTC shall pay a penalty of one hundred dollars ($100.00) per minute for music, public address announcements, sound check, or any other amplified sound that occurs before or after any time period in which amplified sound is permitted. 3. ESTIMATED CROWD SIZE— MOTC and AVON acknowledge and agree that the EVENT may attract up to twelve hundred (1,200) persons on each EVENT day, excluding children twelve (12) and younger. MOTC shall provide for those services described in Section 4 below for the estimated attendance of 1,200 persons. 4. MOTC RESPONSIBILITIES 4.1 Marketing & Promotions - MOTC shall provide the following for the purpose of marketing and promoting the EVENT. 4.1.1. MOTC will be working in tandem with First Descents to activate social media across both accounts, including Twitter, Facebook and Instagram. First Descents will activate at least two (2) paid social media advertisements. 4.1.2. MOTC will continue to advertise in the Vail Daily and the Daily Weekly and be featured in all pertinent calendars, including the Westword event calendar. Both organizations will also use their database to send out newsletters and updates before the event. 4.1.3. Sponsors will be solicited by First Descents from their extensive database of new and recurring sponsors who will be provided with tiered sponsorship opportunities. 4.1.4. MOTC in its marketing and advertising shall notify attendees about alcohol restrictions, 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. 4.2. Sponsorship 4.2.1. MOTC shall include in the name of the MOTC EVENT that it is "Presented by the Town of Avon". 4.2.2. Sponsors will be solicited by First Descents from their extensive database of new and recurring sponsors who will be provided with tiered sponsorship opportunities. 4.2.3. AVON shall cooperate with the marketing of the EVENT by supporting the use of the Town of Avon name and logo brands. 4.3 Premises Set -Up & Tear Down Plan - MOTC shall provide a PREMISES set-up and tear down plan to the Town Manager or designee by 5:00 p.m., October 11, 2017. 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, sound systems, competition areas, ADA areas, vendor spaces, adequately sized boneyard (i.e. storage and staging area), crowd management areas and designated 2017 AVON MOTC EVENT AGREEMENT Page 2 of 8 smoking area. MOTC is required to protect the PREMISES from damage through fencing, crowd management measures, signage, plywood for heavy trucks, or other sufficient means. MOTC shall consult with the Town Manager or designee on damage protection during set-up. Damage to the venue or assets used by MOTC may result in charges for repair and/or replacement, including retention of monies from the Town's cash contribution, if any. (Section 9.1) 4.4 Vendor Licensing — MOTC shall provide a list of vendors to the Town Manager or designee by 5:00 p.m. on October 6, 2017. The list shall include all vendors, sponsors, non -profits, etc. engaged in selling food, beverage, merchandise, admissions, etc. during MOTC and will include the business names/dba, physical address, mailing address, phone number, email address, contact, and type of activity. The list of vendors will also include how the Avon Special Event Vendor License payment will be received, and if the business is an existing Avon business. In selecting vendors and sponsors, MOTC acknowledges and shall abide byAVON's restrictions to Marijuana Businesses as outlined on Attachment "B". MOTC shall provide the following sales tax filing instructions to all selling vendors: 4.4.1 Go to www.avon.org and click on the "Online Payments" button located at the bottom of the home page; 4.4.2 Vendors who have not been on MuniRevs before 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 supportCatmunirevs.com or call 888-751-1911. 4.4.3 Vendors that are currently registered, will access by clicking "Existing Users'; they will login to their account and access "Manage Your Business" to register for a Special Event Vendor License account. If a vendor needs assistance, they should contact supportCcbmunirevs.com or call 888-751- 1911. 4.5 SECURITY — MOTC shall provide for all security needs for the EVENT. Security requirements must cover, but not be limited to, announce which competitions will take place and outline the necessary safety protocols for each competition, security needs for alcohol sales, enforcement of marijuana restrictions, crowd management, lost children protocol, lost and found protocol, entry gate security checks, communication plan for law enforcement and emergency response agencies, chain of command, and external support from AVON and/or Eagle County Sheriff's office. 4.5.1 Contracts for services with security agencies shall be presented or a date to have such contracts shall be provided not later than October 11, 207 to the Town Manager or designee. 4.5.2 Based upon the plan, the Town Manager shall determine in her sole discretion the number of law enforcement officers Avon shall provide for the EVENT. 4.5.3 Pre -EVENT information shall sufficiently and frequently communicate to attendees through all media outlets, creating signage to be placed at EVENT entrance/exit, Avon Transportation Center, pedestrians paths of ingress/egress, FESTIVAL general public parking and by working with restaurants/bars to ensure signage and enforcement; 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 the PREMISES; and, (6) all parking and transportation information. 4.6 MEDICAL AND EMERGENCY RESPONSE — MOTC shall provide on-site medical response and emergency response agencies and protocols. 4.6.1 MOTC shall provide onsite management protocol for people who are experiencing heat 2017 AVON MOTC EVENT AGREEMENT Page 3of8 exhaustion, dehydration, severely intoxicated or under the influence of illegal drugs and not able to walk to public transportation or parking lots. 4.6.2 Contracts for services with emergency response agencies shall be provided to the Town Manager or designee by October 11, 2017. 4.7 SANITATION & RESOURCE RECOVERY - MOTC shall provide for the sanitation facilities, resource recovery (composting and recycling) and cleaning program for the event. 4.7.1 Sanitation and resource recovery shall cover the PREMISES, parking lots, pedestrian pathways to and from parking lots. The number and location of portable sanitation facilities, dumpsters, trash cans, recycling bins and grey water disposal shall be provided as well as the timeframes detailed. 4.7.2 Contract for sanitation and resource recovery services shall be provided to the Town Manager or designee by October 11, 2017. 5. INTERNET ACCESS - Avon contracts with Comcast for all wireless services related to Town business. MOTC 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 an EVENT password for the express use of MOTC EVENT merchandise sales, vendor booth sales and media only. TOA -Public bandwidth is 100 megabits down/20 megabits up. Under no circumstances shall MOTC share the passcode with the general public. 6. INSURANCE & INDEMNIFICATION 6.1. MOTC 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 MOTC actions or omissions in connection with the conduct of the EVENT. 6.2. MOTC shall obtain general liability insurance coverage within the minimum limits set below naming AVON as an additional insured and insuring 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 EVENT. 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: $1,000,000 per occurrence primary coverage, and $3,000,000 annual aggregate; 30 days' written notice of cancellation; host and general liquor liability insurance in the same amounts listed above; $1,000,000 personal and advertising injury coverage; and $50,000 fire damage. 6.3. MOTC shall provide to AVON proof of Comprehensive Automobile Liability insurance for any private motor vehicles owned by MOTC or its officers, agents, or employees that are used as part of the EVENT. 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. 6.4. MOTC shall provide written evidence of all insurance coverage required in this paragraph 4.8 to the Town Manager no later than October 6, 2017, at 5:00 p.m. All required insurance policies shall be non - cancellable without thirty (30) days prior written notice to AVON. 6.5. 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 $350,000 per individual claim and $990,000 for multiple claims arising from a single incident) 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. 6.6. MOTC 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. 6.7. All subcontractors of MOTC shall be required to list the Town of Avon, its elected officials, officers and employees as additional insured and provide the appropriate certificate of insurance to Avon upon request. 2017 AVON MOTC EVENT AGREEMENT Page 4 of 8 7. LIQUOR LICENSE MOTC shall be solely responsible for identifying a local nonprofit to acquire a liquor license for the EVENT. MOTC has notified AVON the non-profit entity pursuing the special event liquor permit for the EVENT is First Descents. AVON and MOTC acknowledge that the First Descents is a non-profit which can provide resources through an application process to Colorado families fighting and surviving cancer; and, therefore, provides the opportunity for AVON families to benefit through the application and award process. Application for the license and all insurance and indemnification requirements pursuant to AVON Municipal Code 5.08.170 shall be the responsibility of MOTC and it's nonprofit. MOTC shall submit to the Town Clerk a Special Event Liquor Application by not later than September 29, 2017. 8. MISCELLANEOUS 8.1. MOTC shall ensure there is adequate lighting on the perimeter fence, behind concessions, competition areas, to vendors, portable restrooms and public pathways. 8.2. MOTC shall provide signs at the entrance to the EVENT stating the EVENT guidelines from October 14, 2017, at 8:00 a.m. to Sunday, October 15, 2017, at 6:00 p.m. 8.3. 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. 8.4. To the extent licensed personnel, such as electricians, medical, emergency response or health official, are required to conduct certain services or inspections, MOTC shall abide by these local and State requirements. 8.5. MOTC agrees to make every effort to retain volunteers and paid staff from qualified persons residing in the Town of Avon or Eagle County. 8.6. All references to the Town Manager in this Agreement shall also include the Town Manager's designee. 9. AVON FINANCIAL SUPPORT 9.1 Cash Support: Cash funding of up to $6,000.00 was appropriated by the Avon Town Council to support the EVENT. Funds will be released as follows: 9.1.1. A total of $4,200.00 within ten (10) business days of execution of this Agreement by both parties. 9.1.2. Up to $1,800, or the balance of the funds shall be paid within 10 business days of all requirements of this Agreement being fully satisfied. Should damage occur to the venue or borrowed assets, the Town may charge costs for damage repair or replacement against the 30% retainage. 9.2. In-kind Support: AVON shall provide in-kind support to MOTC in the amount not to exceed $3,500. 10. PARKING & TRANSPORTATION PLAN 10.1. The EVENT projects not more than 1,200 persons attending each day. Parking, therefore, shall be made available at Town -owned parking lots located at 100 Mikaela Way and 805 West Beaver Creek Boulevard. Free on -street parking is also available throughout the Avon core. 10.2. No EVENT parking will be allowed near the Avon Library or at the Town's Recreation Center. 10.3. All parking is within walking distance of the venue, therefore, no increased bus service is necessary to meet the EVENT's projected attendance. 11. ROUNDABOUT BANNERS If MOTC produces banners for promotional purposes, AVON shall install/remove them in the following locations: Avon Road Bridge Banner (up to 2 banners), Avon Road Round -a -bouts (up to 12 banners) and Post Blvd. (up to 12 banners) beginning on October 2, 2017, based on availability of space and if delivered not later than September 29, 2017. MOTC and AVON may mutually agree to the number, location and installation and removal of additional banners. AVON agrees to waive the $100 temporary sign application fee. Banners, if placed, shall be removed on October 16, 2017. 2017 AVON MOTC EVENT AGREEMENT Page 5of8 12. EVENT/FESTIVAL 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. 12.1. 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 MOTC written notice and MOTC shall have five (5) business days to cure the term or such longer time as mutually agreed by the parties. Should MOTC cure, this Agreement shall continue in full force and effect. 12.2. In the event of cancellation, AVON shall remit to MOTC all bonds less any EVENT related expenditure incurred by AVON. If MOTC cancels the EVENT after AVON has dedicated resources toward production and notice of such cancellation is not given prior to, MOTC shall pay AVON as liquidated damages within 30 days of the previously scheduled production date. 13. RELEASE OF LIABILITY 13.1. AVON assumes no responsibility whatsoever for any non -municipal property placed in said PREMISES. MOTC hereby expressly releases discharges Avon from any and all liabilities for any loss, injury or damages to any person or property of MOTC, its employees, agents, concessionaires, performer, attendee, spectator or other invitee that may be sustained by reason of the occupancy of the PREMISES under this Agreement, except for the negligent acts of AVON or its officers, agents, employees. To the fullest extent permitted by law, MOTC shall indemnify, defend and hold harmless Avon, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the performance of this Agreement, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of MOTC, anyone directly or indirectly employed by MOTC or anyone for whose acts MOTC may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 13.2. 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 EVENT, or which in the judgment of the Town Manager and Mayor, renders the fulfillment of this Agreement by AVON impossible, MOTC 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. 14. NOTICES - Any notice to either party under this Agreement shall be in writing to the following addresses: Man of the Cliff Amanda Williams 10th Mountain Management, LLC 535 Gay Street Longmont, CO 80501 Via Email: infoCo)manofthecliff.com AVON Virginia Egger Town Manager, Town of Avon P. O. Box 975 Avon, CO 81520 Via Email: vegger@avon.org COPY TO: Special Events Manager, Town of Avon, P.O. Box 975, Avon, CO 81520 Via Email: cwillis@avon.org 15. 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 2017 AVON MOTC EVENT AGREEMENT Page 6of8 or sub -contractor of MOTC. 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. 16. Article X, Section 20/TABOR - The parties understand and acknowledge that the Avon is subject to Article X, § 20 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. 17. 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. 18. 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. 19. Assignment and Release - All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by MOTC 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. 20. 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. 21. Incorporation of Exhibits - Unless otherwise stated in this Agreement, exhibits, 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. 22. Employment of or Contracts with Illegal Aliens - MOTC shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. MOTC 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, MOTC 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 MOTC 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 MOTC 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 MOTC obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the MOTC shall be required to notify the subcontractor and the Town within three (3) days that the MOTC has actual knowledge that a subcontractor is employing or contracting with an illegal alien. The MOTC 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 MOTC'S actual knowledge. The MOTC shall not terminate the subcontract if, during such three days, the subcontractor provides information to 2017 AVON MOTC EVENT AGREEMENT Page 7of8 establish that the subcontractor has not knowingly employed or contracted with an illegal alien. The MOTC 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 MOTC violates this provision, Avon may terminate this Agreement, and the MOTC may be liable for actual and/or consequential damages incurred by Avon, notwithstanding any limitation on such damages provided by such Agreement. 23. Non -Liability of Town for Indirect or Consequential Damages or Lost Profits - The parties agree that Avon shall not be liable for indirect or consequential damages, including lost profits that result from Avon's declaration that the MOTC is in default of the Agreement, so long as Avon acts in good faith. 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: 7,1d DATE:'/" 7 Virginia C. Egger, To M nager 10T" MOUNTAIN MANAGEMENT.ILLC D/BIA/ MAN OF THE CLIFF BY: �}N'1W , DATE: 10/12/17 Amanda Willia s 2017 AVON MOTC EVENT AGREEMENT Page 8of8