06-01-2018 Design of the Discover Avon Website, & Monthly Support, Maintenance & Hosting ServicesIndependent Contractor Service Agreement
Avon For Design of the Discover Avon Website,
& Monthly Support, Maintenance
& Hosting Services
This Independent Contractor Service Agreement ("Agreement") dated as of March 23, 2018 is between the Town of
Avon, a Colorado home rule community ("Town") and NS Productions Inc ("Contractor").
1. Services: Contractor agrees to provide services ("Services") as described in the proposal ("Proposal") attached
to this Agreement. To the extent the provisions of this Agreement conflict with the Proposal, the terms of this Agreement shall
control. Contractor shall provide and complete the Services in a workmanlike fashion. Contractor hereby warrants that it has
the workforce, training, experience and ability necessary to properly complete the Services in a timely fashion. Contractor will
comply, and cause all of its employees, agents and subcontractors to comply, with applicable safety rules and security
requirements while performing the Services.
2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not
be deemed by virtue of this Agreement to have entered into any partnership, joint venture, employer/employee or other
relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to
secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or
the Contractor's employees, sub -consultants, contractors, agents, or representatives, including coverage or benefits related
but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers'
compensation; disability, injury, or health; professional liability insurance, errors and omissions insurance; or retirement
account contributions.
3. Content Ownership: Any source code, images, text, or any other content generated by the Contractor for use on
the Town's site pursuant to this contract are the sole intellectual property of the Town.
4. Payment: Partial payment for Services shall be initiated upon receipt of this Agreement, with a $5,000 payment for
the development of the Discover Avon website, in addition to a monthly service fee of $550, and a varying monthly marketing
spend. Monthly service payments and marketing spends will be initiated after the website development is completed to the
Town's satisfaction, on or before June 1, 2018. Town shall pay Contractor within thirty (30) days after an invoice in proper
form is submitted to Town.
5. Illegal Aliens: This Agreement is subject to the provisions of the Illegal Aliens -Public Contracts for Services Act
found at C.R.S. Section 8-17.5-101 et seq. By execution of this Agreement, Contractor certifies that it does not knowingly
employ or contract with an illegal alien who will perform work under this Agreement and that Contractor will participate in
either the E -Verify Program or Department Program in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Agreement. As used in this Section 5., "Department" means the Colorado
Department of Labor and Employment.
A. Specifically, Contractor shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under this Agreement; or
(ii) Enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement.
B. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform
work under this Agreement through participation in either the E -Verify Program or Department Program.
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C. Contractor shall not use either the E -Verify Program or Department Program to undertake pre-employment screening
of job applicants while this Agreement is in effect.
D. If Contractor obtains actual knowledge that any of its subcontractors performing work under this Agreement knowingly
employs or contracts with an illegal alien, Contractor shall:
(i) notify the subcontractor and Town, within three (3) days of discovery of such fact, that Contractor has actual
knowledge that the subcontractor is employing or contracting with an illegal alien; and
(ii) terminate the contract with the subcontractor if, within three (3) days of receiving the notice required by subpart
D.(i) above, the subcontractor does not stop employing or contracting with the illegal alien; except that Contractor
need not terminate the contract with the subcontractor if, during such three (3) days, the subcontractor provides
information establishing that the subcontractor has not knowingly employed or contracted with an illegal alien.
E. Contractor shall comply with any reasonable request by the Department made in the course of an investigation that
the Department is undertaking pursuant to the authority established in C.R.S. Section 8-17.5-102(5).
F. If Contractor violates any of the provisions of this Section 5., Town shall have the right to terminate the Agreement
for breach of contract and, in such case, Contractor shall be liable to Town for all actual and consequential damages
incurred by Town as a result of such breach and the termination of this Agreement.
G. Town will notify the Office of the Secretary of State if Contractor violates this provision of this Agreement and the
Town terminates this Agreement for such breach.
6. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to
the Contractor at least ten (10) days prior to the effective date of termination or may terminate this Agreement immediately
upon delivery of written notice if Contractor fails to provide the Services in accordance with the terms of this Agreement.
7. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise
modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents,
or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to
the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes.
8. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of
race, color, religion, sex or national origin. Contractor will take affirmative action to ensure applicants are employed, and
employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall
include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship.
9. Limitation of Damages: The parties agree that Contractor's remedies for any claims asserted against the Town
shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement
and that Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited
to lost profits.
10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, 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 the Services, provided that
any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly
employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part
by a party indemnified hereunder.
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11. 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.
AGREEMENT READ, UNDERSTOOD AND APPROVED:
TOWN OF AVONs CO 0
BY:r.�.� a, B1F�
Virginia gger, Town Manager NS Productions Inc
Independent Contractor Agreement Form
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NS Productions Inc
Owners of Retrolive.com
Retrolive.com
76 Adams St
Garden City NY 11530
Phone: 646.389.5413
Town of Avon Co
1 Lake Street Avon, CO 81620
Phone: 970-748-4000 1 Fax: 970-949-9139
Nicholas Sardis
DATE: 3/9/2018
INVOICE # 1
Customer ID AVC001
Help
Date of Execution
June 1, 2018
DESCRIPTION
DiscoverAvon.org Development
QTY
UNIT PRICE
TOTAL
5,000.00
1
5,000.00
June -September
_
June/July/August/September
4
750.00
3,000.00
Oct -Dec
October/November/December
3
7
500.00
550.00
0.00
0.00
1,500.00
.
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
June -December
Digital Marketing Service _ _
Impression (Est)
1,400,000 _
8,400
All Impressions and clicks targeted with
Native DSP, Programatic, and Interest Targeting
_Mediums Include _
Native DSP, Programatic, Facebook, Twitter,
Google, Yahoo, Native Video, Youbube.
Clicks Est
Wire Instructions
NS Productions Inc
Citibank NA
Routing Number: 021000089
Account Number: 9937748115
SUBTOTAL
TAX RATE
0.000%
TAX
$0.00
SEtH
$0.00
OTHER
$0.00
TOTAL
$15,.450.-G&
If you have any questions about this invoice, please contact
Nick Sardis 646.389.5413 Nick@RetroLive.com
Thank You For Your Partnership!
Make all checks payable to
NS Productions Inc