11-04-2013 Avon Winterwondergrass Festival Agreementi3��R'C if` tii� tiLGGI
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
THIS AGREEMENT is made and entered into the 4`h day of November 2013, 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 WONDERGRASS, LLC, hereinafter referred to as the WINTERWONDERGRASS
( "WWG "), a Colorado Limited Liability Company with its principal offices at 411 Eagle Drive, 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
1. The parties recognize the mutual benefits of WWG producing and AVON hosting the "2nd Annual WWG
Festival" in February 2014 (hereafter "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 to be established by both parties, and so that this Agreement is
consistent with and governed by the provisions of the Avon Municipal Code, as may be applicable.
2. Execution of this Agreement shall constitute issuance of a Special Event Permit ($1oo application fee to be
waived) to WWG pursuant to Avon Municipal Code Section 9.40. This permit grants WWG the right, and
imposes the duty, to use the premise defined in this Agreement for the purpose of producing the
FESTIVAL on February 21 -23, 2014, subject to compliance with the terms and conditions of this Agreement.
TERMS AND CONDITIONS
1. PREMISE - The site of the FESTIVAL (herein referred to as the "PREMISE ") shall be Harry A. Nottingham
Park (Attachment A) and the Pump House Deck and Picnic Shelter, but not the Avon Recreation Center,
Lower Athletic Field, Basketball Courts, Sand Volleyball Courts, or Tennis Courts. WWG is granted an
exclusive right of use of the PREMISE from February 21, 2014 at 7:oo a.m., through 12:00 midnight, February
23, 2014. WWG shall also have rights to the PREMISE from February 18, 2014 from 9:oo a.m. to 8:oo p.m.
and set -up may continue on inside spaces only such as tents and modular offices between 8:oo p.m. and
1o:oo p.m. WWG shall also have rights to the PREMISE on February 24 -25, 2014 from 7:oo a.m. to 5:00 p.m.
for the sole purposes of FESTIVAL set -up, break -down and site clean -up.
2. PERFORMANCE HOURS - AVON and WWG agree that FESTIVAL stage acts may be performed only on
Friday, February 21 from 9:oo a.m. to 1o:oopm; Saturday, February 22 from 9:oo a.m. to 1o:oo p.m.; and
Sunday, February 23, from 9:oo a.m. to 8:oo p.m. (unless approved by the Town Council for an ending time
of 9:oo p.m.). WWG shall complete and submit a Sound Permit Application ($1oo application fee to be
waived) pursuant to Avon Municipal Code 5.24. It is further agreed that the dates and times are to be
strictly adhered to. WWG shall pay a penalty of one hundred dollars ($1oo.00) per minute for music, public
address announcements, or sound checks that occur before or after any time period in which such music
or announcements are permitted.
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
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3. MAXIMUM CROWD SIZE
3.1 WWG agrees the daily number of persons paying for admission shall not exceed four thousand (4,000)
on any day of the FESTIVAL. This includes children age 13 and older. Children ages twelve and under
shall be issued a wristband but shall not be counted as part of the 4,000 paid admissions and are not
subject to the Admission Ticket Fee.
3.2 In addition, up to two hundred (200) complimentary or free admissions for staff, performers, guests,
concessionaires, and children ages twelve and under shall be allowed on any one day of the FESTIVAL.
3.3 Should WWG be unable to provide for those services described in Section 4 below for 4,000 persons,
WWG shall limit ticket sales to the number of people able to be accommodated by the services
provided. WWG shall submit evidence to the Town Manager of available services for the number of
tickets allowed. WWG may be required to limit complimentary tickets and /or ticket sales to adjust for
any disparity.
3.4 WWG shall provide to the Town Manager a manifest of all types of attendees prior to WWG placing
order for tickets /wristbands or by not later than December 1, 2013. Included with the count will be the
script for each type. A distinct wristband for those 21 and over shall also be described by number
needed, logo and script. WWG shall provide a plan to the Town Manager for release of the wristbands
before and during the event. AVON's control of the wristbands is to ensure the attendance count
within the PREMISES and to account for the AVON ticket admission fees, if any.
4. WWG RESPONSIBILITIES
4.1 PARK SET -UP & TEAR DOWN PLAN - WWG shall provide a park set -up and tear down plan to the Town
Manager or designee by 5:00 p.m., December 1, 2013. 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, stage and lighting /sound
systems, and crowd management areas.
4.2 PARKING & TRANSPORTATION PLAN — WWG shall provide to the Town Manager or designee a plan
which details mass transportation needs and where parking for all attendees will be staged by
December 1, 2013. In addition, the plan shall provide for parking lot lighting and the volunteer /paid
staffing for all parking lots.
4.2.1 The transportation plan shall detail what transit services are required to be provided by AVON,
including hours of service and estimated frequency of trips. AVON shall work with WWG to
finalize the parking and transportation plans by not later than December 1, 2013.
4.2.2 Agreements with property owners for the use of parking lots shall be provided by not later than
January 10, 2014, to the Town Manager or designee by WWG.
4.2.3 Agreements with ECO Transit to accommodate festival goers going to /from the Vail
Transportation Center and those traveling east bound from Eagle, Gypsum, etc. during the
FESTIVAL shall be provided by not later than January 10, 2014, to the Town Manager or designee
by WWG.
4.2.4 WWG shall provide directional signage plan by not later than January 10, 2014 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.
4.3 PEDESTRIAN TRAFFIC PLAN - WWG shall provide to the Town Manager or designee a plan which
details pedestrian ingress and egress from all parking lots utilized for the FESTIVAL by December 1,
2013. In addition, the plan shall provide for lighting of public pathways, where applicable, and the
volunteer /paid staffing for needed for safe ingress /egress to FESTIVAL /PREMISES.
4.4 SECURITY PLAN — WWG shall provide to the Town Manager or designee a plan which details the
security and law enforcement needs for the FESTIVAL by December 1, 2013. The plan shall announce
which performers have been booked and shall include, but not be limited to, security needs for alcohol
sales, crowd management, entry gate security checks, communication plan for law enforcement and
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
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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 or a date to have such
contracts shall be provided.
4.4.1 Based upon the plan, the AVON Town Manager shall determine in its sole discretion the
number of law enforcement officers it shall provide for the event. WWG shall provide all
security, as approved by the Town Manager, for the FESTIVAL, including requirements for
communication radios for AVON staff and WWG personnel to be identified by shirts or hats,
if needed, to fully implement the security needs of the FESTIVAL.
4.4.2 WWG shall provide adequate proof to the Town Manager or designee that through fencing,
crowd management measures, or other means, the main athletic fields and other facilities
in Nottingham Park are protected from damage.
4.5 MEDICAL AND EMERGENCY RESPONSE PLAN — WWG shall provide to the Town Manager or designee
a plan which details the medical response and emergency response agencies and protocols for the
FESTIVAL by December 1, 2013. Contracts for services with emergency response agencies shall be
presented or a date to have such contracts shall be provided.
4.6 SANITATION & RESOURCE RECOVERY - WWG shall provide to the Town Manager or designee a plan
which details the sanitation facilities and resource recovery (reduction and recycling) program by
Decemberl, 2013. The plan shall coverthe 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 10, 2014.
4.7 INSURANCE & INDEMNIFICATION
4.7.1 WWG 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 WWG' actions or omissions in connection with the conduct
of the FESTIVAL.
4.7.2 WWG 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 FESTIVAL. 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 $5,000,000 annual aggregate; 3o days' notice
of cancellation; host and general liquor liability insurance in the same amounts listed above;
$5,000,000 personal and advertising injury coverage; and $50,000 fire damage.
4.7.3 WWG shall provide to AVON proof of Comprehensive Automobile Liability insurance for any
private motor vehicles owned by WWG or its officers, agents, or employees that are used as
part of the FESTIVAL. 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.
4.7.4 Written evidence of such general liability and alcohol liability policies and coverage shall be
provided to the Town Manager no later than December 15, 2013, at 5:00 p.m. All insurance
policies shall be non - cancelable without thirty (3o) days prior notice to AVON.
4.7.5 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 $150,000 per
person and $600,000 per occurrence) or any other rights, immunities, and protections provided
by the Colorado Governmental Immunity Act, Section 24- 10 -1o1 et seq., to C.R.S., as from time to
time amended, or otherwise available to AVON, its officers, agents, or employees.
4.7.6 WWG 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,
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
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duration, or types.
4.8 MISCELLANEOUS
4.8.1 LIQUOR LICENSE: WWG shall be solely responsible for identifying a nonprofit to acquire a
liquor license for the FESTIVAL. Application for the license and all insurance and
indemnification requirements pursuant to AVON Municipal Code 5.o8-17O shall be the
responsibility of WWG and its' nonprofit.
4.8.2 WWG shall ensure there is lighting on the perimeter fence, along the recreational path to
backstage, behind concessions, to the warming tents, portable restrooms, public pathways
to /from parking lots, parking lots and to the Box Office.
4.8.3 WWG shall provide signs at the entrance to Lake Street stating the rules for use of the street,
from Thursday, February 20, 2014 at 6:00 a.m. to Sunday, February 23, 2014, at 12:oo a.m.
Signage for FESTIVAL rules and attendee information shall be reviewed by AVON prior to
posting.
4.8.4 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.
4.8.5 WWG in its marketing and advertising shall notify attendees about alcohol 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
FESTIVAL attendees.
4.8.6 To the extent licensed personnel, such as electricians, medical, emergency response or health
official, are required to conduct certain services or inspections, WWG shall abide by these local
and State requirements.
4.8.7 WWG acknowledges and understands that all rules outlined in Resolution 13 -26 and attached
hereto, shall apply to the 2014 WWG event.
4.8.8 WWG agrees to make every effort to retain volunteers and paid staff from qualified persons
residing in the Town of Avon or Eagle County.
4.8.9 BOND — WWG shall deposit a bond or other security instrument in a form acceptable to the
Town Manager and payable to the Town of Avon in the amount of $20,000. The bond is
intended to secure payment of actual admissions' fees, 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 February 1, 2014. The bond, less any
appropriate funds for payment, if any, shall be refunded to WWG by March 24, 2014.
5. AVON RESPONSIBILITIES
5.1 AVON shall provide financial support in the amount of $50,000 to WWG. Payment shall be made upon
execution of this contract.
5.2 AVON shall provide in kind support to WWG in the amount not to exceed $25,0oo. in -kind support
includes, but is not limited to staff staging assistance, police, transit operations, traffic control, and
banner installation /removal and snow removal.
5.3 AVON shall cooperate with the marketing of the event by supporting the use of the Town of Avon
name and logo brands.
5.4 AVON shall to the greatest extent possible assist WWG with leveraging existing Town sponsorships
and relationships in helping WWG find hotel room at discounted rates and opportunities with the
Beaver Creek Resort.
5.5 If WWG produces banners for promotional purposes, AVON shall install /remove them in the following
locations: Avon Road Bridge Banner (2; $loo application fee to be waived), Lake Street (42) and Avon
Road Round -a -bouts (# to be determined), after December 15, 2013.
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5.6 AVON shall provide portable fence materials (stadium barricade — approx. goo linear feet), not already
in use, located in Town Park for use by WWG.
5.7 AVON will ensure that by February 1, 2014, the electrical stubs and outlets in the Park and along Lake
Street are in good working order for the concessionaires. WWG has requested 3 -phase power be
provided to the stage and /or sound system. AVON shall make every effort to provide 3 -phase power if
financially feasible as determined by the Town Manager.
5.8 AVON agrees to provide transportation services to /from designated parking lots within Town limits
during the FESTIVAL. AVON agrees to provide in -town bus loop service to match the Riverfront
Gondola schedule February 21 -23, 2014.
6. EVENT CANCELLATION —Either party may cancel the FESTIVAL 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.
6.1 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 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 WWG written notice and WWG shall have 5 business days
to cure the term or such longer time as mutually agreed by the parties. Should WWG cure, this
Agreement shall continue in full force and effect.
6.2 In the event of cancellation, AVON shall remit to WWG all bonds minus any FESTIVAL related
expenditure incurred by AVON. If WWG cancels the FESTIVAL after AVON has dedicated resources
toward production and notice of such cancellation is not given prior to January 21, 2014, WWG shall
pay AVON five thousand dollars ($5,000) as liquidated damages within 3o days of the previously
scheduled production date.
7. RELEASE OF LIABILITY
7.1 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 WWG, 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 sale negligence of AVON or its officers, agents, employees.
7.2 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, WWG 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.
8. NOTICES -Any notice to either party under this Agreement shall be in writing to the following addresses:
WINTERWONDERGRASS
Mr. Scotty Stoughton
P.O. Box 485
Vail, Colorado, 81658
COPY TO: Mountain Legal, 175 Main St., Suite C -104, Edwards, CO 81632
AVON
Town Manager, Town of Avon
P. O. Box 975
Avon, CO 81620
COPY TO: Special Events Supervisor, Town of Avon, P.O. Box 975, Avon, CO 81620
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
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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.
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:
P ty M !Ken -oc n Clerk
WONDERGRASS LLC
Scoffy ou on
By: - ---
Virginia C. Egger, Manager
Date: /1. 13 • 13
Date:
2013 AVON WINTERWONDERGRASS FESTIVAL AGREEMENT
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