23.02.02 PSA Intercept Insights, Inc DocuSign Envelope ID:BFBC856E-63FF-4D8B-BF97-D6478D8D8948
AVOn 2023 Independent Contractor
Service Agreement
COLORADO For La Zona Survey Study
This Independent Contractor Service Agreement("Agreement") dated as of February 2, 2023, is
between the Town of Avon, a Colorado home rule community("Town") and INTERCEPT INSIGHT, LLC, a
Limited Liability Company with the State of COLORADO ("Contractor" and, together with the Town,
"Parties").
1. Services: Contractor agrees to provide services ("Services") as described in the proposal
("Proposal") attached hereto and incorporated herein as Exhibit A. 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 manner consistent with that degree of care and skill ordinarily exercised by
members of the same profession currently practicing under similar circumstances in Colorado. Contractor
hereby warrants that it has the workforce, training, experience and ability necessary to properly complete
the Services in a safe and 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, or any other document attached or
referenced herein, 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. Insurance:
3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term
(as defined herein)of this Agreement insurance of the kind and in the minimum amounts specified in this
Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with
an A-or better rating as determined by Best's Key Rating Guide. All Required Insurance shall be
continuously maintained to cover all liability, claims, demands, and other obligations assumed by the
Contractor.
The Contactor shall secure and maintain the following ("Required Insurance"):
A. Worker's Compensation Insurance in the minimum amount required by applicable law for all
employees and other persons as may be required by law. Such policy of insurance, if any, shall
be endorsed to include the Town as a Certificate Holder.
B. Comprehensive General Liability insurance with minimum combined single limits of One Million
Dollars ($1,000,000.00) each occurrence and of One Million Dollars ($1,000,000.00) aggregate.
The policy shall be applicable to all premises and all operations of the Contractor. The policy
shall include coverage for bodily injury, broad form property damage (including completed
operations), personal injury(including coverage for contractual and employee acts), blanket
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contractual, independent contractors, products, and completed operations. The policy shall
contain a severability of interests provision. Coverage shall be provided on an "occurrence"
basis as opposed to a "claims made" basis. Such insurance shall be endorsed to name the
Town as Certificate Holder and name the Town, and its elected officials, officers, employees and
agents as additional insured parties.
3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on
insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the
following:
A. For both Required Insurance and other insurance carried by Contractor("Contractor
Insurance"), all policies of insurance shall be primary insurance, and any insurance carried by
the Town, its officers, or its employees shall be excess and not contributory insurance to that
provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or
maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to
this Agreement and the Services. The Contractor shall not be an insured party for any Town-
obtained insurance policy or coverage.
B. For both Contractor Insurance and Required Insurance, the Contractor shall be solely
responsible for any deductible losses.
C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or
property damage arising from completed operations.
D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice
no less than thirty (30) days prior to any cancellation, termination, or a material change in such
policy.
3.3. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain and continuously
maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not
limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the
Contractor arising from performance or non-performance of this Agreement. Failure on the part of the
Contractor to obtain and to continuously maintain policies providing the required coverage, conditions,
restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which
the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in connection
therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon
demand by the Town, or at the Town's sole discretion, the Town may offset the cost of the premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to
the Town applicable certificates of insurance for all Required Insurance. Insurance limits, term of
insurance, insured parties, and other information sufficient to demonstrate conformance with this Section
3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of
insurance shall reference the Project Name as identified on the first page of this Agreement. The Town
may request and the Contractor shall provide within three (3) business days of such request a current
certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at
its election, withhold payment for Services until the requested insurance policies are received and found to
be in accordance with the Agreement.
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4. Payment: One half of payment for Services shall be due the first accounts payable date following
the Agreement date. Once the Services are completed to the Town's satisfaction, which satisfaction shall
be determined by the Town in its sole and reasonable discretion, and after Contractor has submitted an
invoice for the amount due complete with the Contractor's taxpayer identification number or social security
number, the Town shall remit payment to Contractor within thirty(30) days after an invoice is submitted to
Town.
5. Ownership of Documents:
5.1 Work Product is Property of Town. Upon complete payment for services rendered, the Work
Product, as defined in Sub-Section 1.1, shall be deemed work made for hire and made in the course of
Services performed under this Agreement and will be the exclusive property of Town. Town will have
unlimited right to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and
sell the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the
Work Product at all, as it sees fit. Any reuse of the Work Product produced under this Agreement for any
purpose not directly related to this Agreement will be at the sole risk of Town.
5.2 Obligations of Contractor's Personnel and Subcontractors. Contractor warrants it has
enforceable written agreements with all of its personnel and subcontractors to be involved in performing
the Services that:
A. assign to Contractor ownership of all patents, copyrights and other proprietary rights created in
the course of their employment or engagement; and
B. obligate such personnel or subcontractors, as the case may be, upon terms and conditions no
less restrictive than are contained in this Section 5 OWNERSHIP OF DOCUMENTS, not to use
or disclose any proprietary rights or information learned or acquired during the course of such
employment or engagement including, without limitation, any Work Product, all Contractor
property and any other information pursuant to this Section 5 OWNERSHIP OF DOCUMENTS.
5.3 Assignment of Proprietary Rights. To the extent that any title to any Work Product may not,
by operation of law, vest in Town, or such Work Product may not be considered to be work made for hire,
Contractor hereby irrevocably transfers and assigns to Town in perpetuity all worldwide right, title and
interest in and to the patent rights, copyrights, trade secrets and other proprietary rights in and ownership
of, the Work Product.
5.4 Town Furnished Information. Title to all materials and all documentation furnished by the
Town to Contractor will remain in the Town. The Contractor will deliver to the Town and any all Work
Product and property, including copies thereof on whatever media rendered, upon the first to occur of:
A. the Town's written request; or
B. completion of the Services under this Agreement; or
C. termination of this Agreement.
5.5 The Contractor waives any right to prevent its name from being used in connection with the
Services.
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.
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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. 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 Contractor. 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.
10. 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.
11. 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.
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 the rule providing 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. Term. The provision of Services under this Agreement shall commence on JULY 1, 2022 (the
"Effective Date") and will terminate on DECEMBER 31, 2022 (cumulatively, the "Term"); provided,
however, under no circumstances will the Term exceed the end of the current Town Fiscal year(January 1
— December 31). The Contractor understands and agrees that the Town has no obligation to extend this
Agreement's Term, or contract for the provision of any future services, and makes no warranties or
representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the
monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is
approved by the Town Council and the Contractor and such extension does not alter or amend any of the
terms or provisions of this Agreement.
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14. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town 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 Town are expressly dependent and conditioned upon the continuing availability of funds beyond the
term of the Town'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.
15. Background Check. A background check of Contractor and any Contractor's employees or
subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past
six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired
online by going to www.colorado.gov) or the Town will conduct the background check and provide a
submission form to be completed by the Contractor.
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DocuSign Envelope ID:BFBC856E-63FF-4D8B-BF97-D6478D8D8948
AGREEMENT READ, UNDERSTOOD AND APPROVED:
TOWN OF AVON CONTRACTOR
DocuSigned by: DocuSigned by:
By: 0413EF3DD4244CE By. 00440EBD3E9C441
Name: Matt Pielsticker Name: Jason Roberts
Title: Planning Director Title: Principle
Mailing
Address: PO Box 2078, Avon CO 81620
Phone: 970-331-1086
Email:jroberts@interceptinsight.com
APPROVED AS TO FORM:
rDocuSigned by:
6V{, (kaln.{.eln,
CGD0r02D90004f9
Karl Hanlon, Town Attorney
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DocuSign Envelope ID: BFBC856E-63FF-4D8B-BF97-D6478D8D8948
EXHIBIT A
Contractor Proposal
Scope of Work
-Design a questionnaire to meet the objectives of the Town
-Program the questionnaire into an online survey tool
-Distribute the survey via email
-Distribute reminder notifications
-Clean up results, analyze the data, report key findings
-Report key findings in a PDF format
Fee estimate: $4,500 -$5,500 depending on response rate
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