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01-01-2018 Birds of Prey World Cup,avon COLORADO 2oi8 TOWN OF AVON SPECIAL EVENT AGREEMENT FOR THE BIRDS OF PREY WORLD CUP THIS AGREEMENT ("Agreement") is made and entered into on January 1, 2018, 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 Vail Valley Foundation ("PRODUCER"), with its principal offices at P.O. Box 655o, Avon, Colorado 81620. 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 PRODUCER filed a 2oM Special Event Application ("2018 PRODUCER APPLICATION"), for producing the Birds of Prey World Cup ("EVENT"), and the Avon Ad Hoc Special Events Committee reviewed the 2oi8 PRODUCER APPLICATION, and recommended dates and/or funding for the EVENT to the Avon Town Council, which were approved by the Avon Town Council by Resolution 17-26, on November 15, 2017; and WHEREAS, the parties recognize the mutual benefits of PRODUCER producing and AVON hosting the EVENT; and, WHEREAS, 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 the 2o18 PRODUCER APPLICATION filed with the Town and governed by the provisions of the Avon Municipal Code, as may be applicable; and, 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: 2018 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 1 of 9 TERMS AND CONDITIONS 1. MARKETING 1.1 PRODUCER RESPONSIBILITIES PRODUCER shall implement the Marketing Plan, which was provided in the 2oM PRODUCER APPLICATION, and is attached to this Agreement as Attachment A. 2. AVON RESPONSIBILITIES 2.1. AVON will post on its website, content, provided from the PRODUCER, within five (5) business days after receipt of "posting ready" materials from the PRODUCER. Content may include a high-resolution EVENT logo and up to five (5) professional quality reproducible photographs and edited video, not to exceed ninety (9o) seconds. 2.2. AVON shall disseminate PRODUCER prepared press releases and Facebook postings, as soon as possible, once received from the PRODUCER. 2.3. AVON will post the EVENT in its "all 2018 events" website postings and press releases. 3. AVON CASH AND IN-KIND SPONSORSHIP & USE OF FUNDS 3.1. PAYMENT OF CASH FUNDS SCHEDULE Cash funding of $22,500.00 was appropriated by the Avon Town Council to support the EVENT. Funds will be released as follows: 3.1.1. Sixty percent (6o%) within ten (1o) business days of execution of this Agreement by both parties. 3.1.2. Forty percent (4o%) after completion of after -EVENT staff and Ad Hoc Special Event Committee review meetings, and receipt and approval of Post -Event Survey described in Section 5.1 below. 3.2. USE OF CASH FUNDS PRODUCER may use cash funds to defray the production costs of the EVENT, including implementation of the PRODUCER'S Marketing Plan, which was provided in the 2018 PRODUCER'S APPLICATION. 3.3. IN-KIND SUPPORT AVON shall provide in-kind support to PRODUCER as shown in Attachment B, in an amount not to $2,988.00. The Town Manager shall track the in-kind expenses and notify the PRODUCER at any time the award level is being approached. 4. AVON BENEFITS AS A SPONSOR 4.1. PRODUCER shall provide a complete list of sponsor benefits at a level commensurate to other EVENT sponsors and list of fulfillment benefits, which AVON shall receive within thirty (30) days of execution of this Agreement. Should AVON be entitled to complimentary advertising, 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 2 of 9 photography or other media exposure in any of the EVENT program or other informational materials, PRODUCER shall provide AVON all production specifications and deadlines a minimum of sixty (6o) days in advance of the publication. 4.2. COMPLIMENTARY ADMISSIONS PRODUCER shall provide complimentary admission for the following attendees: 4.2.1 Transferable (by -day) 3 -day VIP tickets for the Avon Town Council, Town Manager, Town Special Events Manager and Town Attorney, plus one guest for each of the aforementioned, for a total of twenty (20) 3 -day VIP passes. 5. SUCCESS METRICS —EVENT INTERCEPT SURVEY/POST-EVENT SURVEY 5.1. PRODUCER RESPONSIBILITIES PRODUCER shall conduct on-site intercept survey or a post -event survey. The survey instrument questions and final report shall be provided to AVON within thirty (3o) days of the last day of the EVENT. 6. POST EVENT REVIEWS The Town Manager and PRODUCER, and respective key staff, shall meet on January 5, 2019, at 9:oo a.m., in the Avon Town Hall to review the EVENT. The meeting date may be changed with agreement by the parties. The PRODUCER shall meet with the Ad Hoc Special Events Committee at its regular meeting following the completion of the post -event survey, or as soon as practicable. 7. INSURANCE & INDEMNIFICATION 7.1. PRODUCER RESPONSIBILITIES PRODUCER 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 PRODUCER's actions or omissions in connection with the conduct of the EVENT. PRODUCER 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 for less than 1,000 in attendance shall include: $1,000,000 per occurrence primary coverage, and $2,000,000 annual aggregate; 30 days' written notice of cancellation; host and general liquor liability insurance in the same 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 3 of 9 amounts listed above if applicable; $1,000,000 personal and advertising injury coverage; and $50,000 fire damage. For attendance greater than 1,000, the requirements are as follows" ATTENDANCE Limits Per Occurrence / Requirements Aggregate Host Liquor Liability Personal & Advertising Injury Fire Automobile 1,001 — 2,000 $1M $3M $1M $1M $50,000 $1M 2,001-3,000 $1M 1 $4M I $1M 1 $1M 1 $50,000 $1M 3,001 — 5,000 $1M I $5M I $1M I $1M I $5o,000 $1M 7.1.1. PRODUCER shall provide written evidence of all insurance coverage required in this paragraph 23.1.2 to the Town Manager no later than thirty (3o) days prior to the first day of the EVENT. All required insurance policies shall be non -cancellable without thirty (30) days prior written notice to AVON. 7.1.2. 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 $99o,000 for multiple claims arising from a single incident) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Section 24-10-1o1 et seq., 10 C.R.S., as from time to time amended, or otherwise available to AVON, its officers, agents, or employees. 7.1.3. PRODUCER shall not be relieved of any liability, claims, demands, or other obligations assumed pursuant to paragraph 25.1 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. 7.1.4. All subcontractors of PRODUCER 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. 8. EVENT CANCELLATION If PRODUCER cancels the EVENT, PRODUCER shall return to AVON all funds provided by AVON for the EVENT within fifteen (15) days of cancellation and any funds not returned to and received by AVON shall bear interest at the rate set forth in Avon Municipal Code Chapter 3.32 — Interest on Past Due Accounts. 9. RELEASE OF LIABILITY To the fullest extent permitted by law, PRODUCER 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 PRODUCER, anyone directly or indirectly employed by PRODUCER or anyone for whose acts PRODUCER may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 4 of 9 1o. AVON TRADEMARKS 10.1. Avon's Marks, including EVENT logos, are and shall remain the sole and exclusive property of AVON. PRODUCER 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. 10.2. Subject to the terms and conditions of this Agreement, AVON hereby grants to PRODUCER a non-exclusive, non -transferable, revocable and limited license to reproduce AVON's Marks in connection with (1) the EVENTS; and, (2) carrying out any other PRODUCER obligations under this Agreement. Except as expressly permitted hereunder, PRODUCER hereby covenants and agrees that it will make no use of Avon's Marks. PRODUCER shall have no right to sublicense its rights under this license. 10.3. PRODUCER'S 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, PRODUCER shall provide AVON with samples of all such materials for AVON's review and approval or disapproval. 10.4.Any trademarks, logos or other intellectual property developed by AVON in connection with its EVENT services provided hereunder shall be the property of AVON. 11. NOTICES Any notice to either party under this Agreement shall be in writing to the following addresses: PRODUCER Dave Dressman Post Office Box 6550 Avon, CO 81620 Via Email: ddressmanZvvf.or AVON Town Manager, Town of Avon Post Office Box 975 Avon, CO 81620 Via Email: ve er _ avon.org Email Copy: Iduncan@avon.org 12. 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 PRODUCER. 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. 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 5 of 9 13. Article X, Section zo/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. 14. 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. 15. 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. 16. Assignment and Release - All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by PRODUCER 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. 17. 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. 18. Incorporation of Exhibits - Unless otherwise stated in this Agreement, all 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. 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 6 of 9 19. Employment of or Contracts with Illegal Aliens - PRODUCER shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. PRODUCER 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, PRODUCER 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 PRODUCER 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 PRODUCER 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 PRODUCER obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the PRODUCER shall be required to notify the subcontractor and the Town within three (3) days that the PRODUCER has actual knowledge that a subcontractor is employing or contracting with an illegal alien. The PRODUCER 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 PRODUCER's actual knowledge. The PRODUCER 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 PRODUCER 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 PRODUCER violates this provision, Avon may terminate this Agreement, and the PRODUCER may be liable for actual and/or consequential damages incurred by Avon, notwithstanding any limitation on such damages provided by such Agreement. zo. 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 PRODUCER 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 6 1— BY: ✓ i "'� C� — DATE: Virginia C. Egder, Town Manager PRODUCER BY: Dive Dyeffwail DATE: 1-22-2018 PRODUCER 2o18 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 7 of 9 ATTACHMENT A Marketing Plan as Presented in 2oi8 Special Event Application Producer shall implement the following marketing plan for the EVENT: Marketing Plan includes: • Town of Avon logo recognition in the Vail Valley Foundation Birds of Prey Digital Event Program • Town of Avon logo recognition on all sponsor logo'd official event creative and signage including but not limited to event poster, jumbotron, on-site signage and print advertising • Town of Avon logo inclusion on Birds of Prey partners webpage and scrolling website footer • Town of Avon to receive a minimum of one (1) PA Announcement per race day read by Stadium Announcers. • Vail Valley Foundation and Event Partner US Ski Team will each provide local, in-state and national print, radio and digital marketing efforts promoting the Event • Two (2) Finish Zone B banners, provided by Town of Avon. Banners MUST measure 1m x 41711 and be delivered to VVF office at least io days prior to the Event. If banners do not measure 1m x 4m, VVF will not be obligated to hang them. 2o18 TOWN or AVON SPECIAL EVENT AGREEMENT Page 8 of 9 ATTACHMENT B In -Kind Grant Benefit Services Based upon the 2018 Special Event Application filed with the Town of Avon, the following In-kind grant benefits are being provided: SERVICES TOTALVALUE SERVICE SERVICE DESCRIPTION COST/HOUR HOURS HOURS GRANTED GRANTED Special Events Mana er p g EVENT ADMINISTRATION, COORDINATION, N/A AS NEEDED NOT CALCULATED ON-CALL Special Events Production Assistant p EVENT ADMINISTRATION, COORDINATION, N/A AS NEEDED NOT CALCULATED ON-CALL Public Works Management g EVENT ADMINISTRATION, COORDINATION, $58.57 AS NEEDED AS NEEDED ON-CALL Internet Service Pre -event internet password and check; On - $1.00 AS NEEDED AS NEEDED Call FacilityOperations/Town Engineer Pre -event operational check, On -Call $1.00 AS NEEDED AS NEEDED Locate Irrigation System Mark irrigation with cones and paint to $36.22 0 $0.00 ensure safe ingress/egress. Snow Fence Install Drilling holes and securing fencing. $36.22 0 $0.00 Drop and Program VMS Boards Location and messaging to be determined $36.22 0 $0.00 in transportation plan. Close Parking Lots (Map of Parking Closed with signage; Staffed by PRODUCER Lots included on Schematic) crew or volunteers $36.22 0 $0.00 Close Lake Street Closed with barrels. Staffed by PRODUCER $36.22 0 $0.00 crew or volunteers. Instruction on ElectricAssets and Instruction on electric assets and Locations specifications. $52.04 0 $0.00 Drop cones, barrels, etc. Does not include setting -up. $36.22 0 $0.00 Call in locates to Colorado 811 Dependent on an accurate site -map of $1.00 0 $0.00 tents, stakes, etc. Shuttle Services Bus service, when needed, for private $83.00 36 $2,988.00 parking lots TOTAL VALUE GRANTED: $2,988.00 2018 TOWN OF AVON SPECIAL EVENT AGREEMENT Page 9 of 9