22.03.21 ICA Service Agreement for Cavern Creative - Creative Design ServicesIndependent Contractor Agreement - FORM - 2022
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2022 Independent Contractor
Service Agreement
For Cavern Creative - Creative Design Services
This Independent Contractor Service Agreement (“Agreement”) dated as of March 31, 2022, is between
the Town of Avon, a Colorado home rule community (“Town”) and Cavern Creative, a Corporation of the
State of Colorado, whose business address is P.O. Box 1183, Avon, CO 81620 (“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 contractual, independent contractors,
products, and completed operations. The policy shall contain a severability of interests provision.
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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.
4. Payment: Payment for Services shall be due only after 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. Town shall pay Contractor within thirty (30) days after an
invoice in proper form is submitted to Town.
5. Ownership of Documents:
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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. Employment of or Contracts with Workers without Authorization. This paragraph shall apply to
all Contractors whose performance of work under this Agreement does not involve the delivery of a specific
end product other than reports that are merely incidental to the performance of said work. This paragraph
shall not apply to any services falling under the exceptions provided for in C.R.S. 8-17.5-101(b)(I)-(V).
Contractor shall not knowingly employ or contract with a worker without authorization to perform work under
this Agreement. Contractor shall not contract with a subcontractor that fails to certify that the subcontractor
does not knowingly employ or contract with any workers without authorization. By entering into this
Agreement, Contractor certifies as of the date of this Agreement it does not knowingly employ or contract
with a worker without authorization who will perform work under the public contract for services and that the
Contractor 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 Contractor is prohibited from using either the e-verify program or the department program
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procedures to undertake pre-employment screening of job applicants while this Agreement is being
performed. If the Contractor obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with a worker without authorization, the Contractor shall be
required to notify the subcontractor ad the Town within three (3) days that the Contractor has actual
knowledge that a subcontractor is employing or contracting with a worker without authorization. The
Contractor shall terminate the subcontract if the subcontractor does not stop employing or contracting with
the worker without authorization within three (3) days of receiving the notice regarding Contractor’s actual
knowledge. The Contractor 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 a
worker without authorization. The Contractor 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 Contractor violates this provision, the Town
may terminate this Agreement, and the Contractor may be liable for actual and/or consequential damages
incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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
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whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified
hereunder.
13. 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.
14. Term. The provision of Services under this Agreement shall commence on 03/31/2022 (the
“Effective Date”) and will terminate on 12/31/2022 (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.
15. 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.
16. 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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AGREEMENT READ, UNDERSTOOD AND APPROVED:
TOWN OF AVON CONTRACTOR
By: ____________________________________ By: ____________________________________
Name: Eric Heil Name: _________________________________
Title: Town Manager Title: __________________________________
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EXHIBIT A
Scope of Work & Contractor Proposal Scope of Work: 1. Update creative print collateral as directed for: a. AvonLIVE! b. SunsetLIVE! 2. Create print collateral for Salute to the USA as directed Compensation: 1. Hourly rate and estimated number of hours as outlined in the Contractor Proposal for SunsetLIVE! and AvonLIVE! 2. Project rate of $750 plus two (2) VIP credentials to Salute to the USA Direction provided: SunsetLIVE!:
1. Events begin May 29 through September 4
2. We will not have the Hahnewald Bar and BYOB will apply; you can remove the “no outside
alcohol without liquor boundary” from the bottom
3. Currently, sponsors are AMT and Vail Daily. I anticipate securing KZYR.
4. I would like to have posters up by mid-May, first print ad is scheduled for May 29th
a. SunsetLIVE! print collateral - Event poster same size as last year AvonLIVE!:
1. First event is June 22, every Wednesday July 6 – August 31
2. Remove the “$3 Off first…”
3. I anticipate the same sponsors and will know more as we move to final
4. As soon as I get a handle on the bands, I will send this information to you and would be great to
do just one poster for the entire season. If we find ourselves getting too far into May without
the full season of bands, I will reach out.
5. No show June 29
6. I would like to have posters up by mid-May, first print ad (1/2 page) is June 16th
a. AvonLIVE! print collateral - Event poster same size as last year Salute to the USA:
1. Sunday, July 3rd
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2. Most information will remain the same but overall design theme will change and may depend
on the band. With that said, I think we should move in the direction of “traditional” and
wondering what you think on using some event photography – I will send photography
3. I anticipate sponsors will remain the same
4. I would like to have posters and light pole banners up by June 1; ads are scheduled for June 1 - 3
5. Salute print collateral
a. Event poster same size as last year
b. 3 1/2 Vail Daily ads
c. 2 Digital Marquees on Vaildaily.com
d. Light pole banners – double panel installation
e. VIP Credential, VIP Parking Pass and Vendor Parking Pass
Avon Live!, sunsetLive! & Salute to the usa design proposal
Project Overview
ATTENTION
Danita Dempsey | Town of Avon
PROJECT TITLE
Updates to SunsetLIVE! & AvonLIVE! Creative
2022 Salute to the USA Creative Design
PROJECT DESCRIPTION
The Town of Avon is looking to update existing creative with the content for
the 2022 AvonLIVE! & SunsetLIVE! concert series. The design elements for these
series will remain the same. Additionally, TOA would like to concept new creative
for the 2022 Salute to the USA event. For this year’s event we are looking to
go a more “traditional” direction.
PROJECT DELIVERABLES
• SunsetLIVE! Event Poster
• SunsetLIVE! 1/4 Vail Daily Ad (to be run 14 times, previously created by VD)
• SunsetLIVE! Digital Marquees on Vaildaily.com (to be run 14 times, previously created by VD)
• AvonLIVE! Event Poster
• AvonLIVE! 6 1/4 Vail Daily Ads (previously created by VD)
• AvonLIVE! 4 1/2 Vail Daily Ads (previously created by VD)
• AvonLIVE! 14 Digital Marquees on Vaildaily.com (previously created by VD)
• Salute to the USA Poster
• STTUSA 1/2 Vail Daily ad (to be run 3 times, previously created by VD)
• STTUSA Digital Marquees on Vaildaily.com (to be run twice, previously created by VD)
• STTUSA Light Pole Banners
• SSTTUSA VIP Credential, VIP Parking Pass and Vendor Parking Pass
PROJECT TIMELINE
Each project has a slightly different timeline based on the event timing.
That being said Cavern Creative is fully ready to begin right away and follow
the deadlines given in the details to follow.
prepared 3/23/2022AvonLive!, sunsetLive! & Salute to the usa design proposal
Proposal for design
The below are estimated hours for the completion of all deliverables*. Since these are estimated hours, Cavern Creative will monitor the time spent on the project and will inform
the TOA if anything is going over and be completely transparent on hours**.
* Any additional deliverable requests will be scoped out upon request.
** A project maximum may also be set and worked within.
SunsetLIVE! PROJECT DELIVERABLES HOURS TO COMPLETE COST PER HOUR ESTIMATE RANGE
Update 2021 Poster with 2022 Details 1-3 $70 $70-210
Create 1/4 ad for VailDaily 1-3 $70 $70-210
Create Digital Marquees on Vaildaily.com 1-3 $70 $70-210
TOTAL PROJECT RANGE 3-9 $70 $210-$630
AvonLIVE! PROJECT DELIVERABLES HOURS TO COMPLETE COST PER HOUR ESTIMATE RANGE
Update 2021 Poster with 2022 Details 2-4 $70 $140-280
Create 6 1/4 ads for VailDaily 1-3 $70 $70-210
Create 4 1/2 ads for VailDaily 1-3 $70 $70-210
Create Digital Marquees on Vaildaily.com 1-3 $70 $70-210
TOTAL PROJECT RANGE 5-13 $70 $350-$910
prepared 3/23/2022AvonLive!, sunsetLive! & Salute to the usa design proposal
SunsetLIVE! PROJECT TIMELINE
• Initial Poster Proof - 4/1/22 | Approved Early-May
• Initial VailDaily Ads - 4/8/22 | Approved Mid-May
AvonLIVE! PROJECT TIMELINE
• Initial Poster Proof - 4/1/22 | Approved Early-May
• Initial VailDaily Ads - 4/8/22 | Approved Late-May
Proposal for design
* Any additional deliverable requests will be scoped out upon request.
** A project maximum may also be set and worked within.
Salute to the USA PROJECT DELIVERABLE HOURS TO COMPLETE COST PER HOUR ESTIMATE RANGE
Initial look & feel design direction options 1-2 $70 $70-140
Poster Design 6-8 $70 $420-560
Design 1/2 ad for VailDaily 2-3 $70 $140-210
Design Digital Marquee ad VailDaily.com 2-3 $70 $140-210
Design Light Pole Banners 2-3 $70 $140-210
Design VIP Credential, VIP Parking Pass and
Vendor Parking Pass 2-3 $70 $140-210
TOTAL PROJECT RANGE 15-22 $70 $1,050-$1,540
prepared 3/23/2022AvonLive!, sunsetLive! & Salute to the usa design proposal
Salute to the USA PROJECT TIMELINE
• Initial look & feel design direction options - 4/1/22
• Initial Poster Proof - 4/8/22 | Approved Mid-May
• Initial Light Pole Proof - 4/22/22 | Approved Mid-May
• Initial VailDaily Ads - 4/29/22 | Approved Late-May
• Initial Credential Designs - 5/6/22 | Approved Late-May
Next Steps
Thank You
PROPOSAL APPROVAL
Upon review and approval of this proposal, Cavern Creative will provide a kick
off invoice for the initial 5 hours of work for the Salute to the USA project, $350.
The remainder of the STTUSA project will be invoiced upon completion and
approval of all the deliverables. The other two projects will just be billed upon
the completion of all the deliverables.
Cavern Creative can also provide a modified proposal for any items you would
like removed or if we would like to discuss a flat rate for any of these projects.
It is an honor to be asked to prepare this proposal for you and be considered
to work on these projects. These events are so vital for our community and
I love working with the team at Town of Avon.
prepared 3/23/2022AvonLive!, sunsetLive! & Salute to the usa design proposal