25.02.21 ICA for Special Event Creative Services2025 FORM: ICA – Shannon Kennedy Designs February 21,2025
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2025 Independent Contractor
Service Agreement
For Creative Services
(“Special Event Creative”)
This Independent Contractor Service Agreement (“Agreement”) dated as of February 21, 2025, is
between the Town of Avon, a Colorado home rule community (“Town”), and Shannon Kennedy Designs, a
Sole Proprietor of the State of Colorado whose business address is 530 E 3rd St. Eagle, Colorado, 81631
(“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: This section has been removed.
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. 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.
2025 FORM: ICA – Shannon Kennedy Designs February 21,2025
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6. 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.
7. 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.
8. 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.
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 the 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.
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 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.
12. Term. The provision of Services under this Agreement shall commence on February 21, 2025 (the
“Effective Date”) and will terminate on December 31, 2025 (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
2025 FORM: ICA – Shannon Kennedy Designs February 21,2025
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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 do not alter or amend any of the
terms or provisions of this Agreement.
13. 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 laws. Upon the failure to appropriate such funds, this
Agreement shall be terminated.
14. 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.
15. Assignability. The Contractor shall not assign this Agreement without the Town’s prior written
consent.
16. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the
completion of the Services and the satisfaction, expiration, or termination of this Agreement.
17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement
invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of
this Agreement.
18. Attorney’s Fees. Should this Agreement become the subject of litigation between the Town and
Contractor, the prevailing party shall be entitled to recovery of all actual costs in connection therewith,
including but not limited to recovery of all actual costs in connection therewith, including but not limited to
attorneys’ fees and expert witness fees. All rights concerning remedies and/or attorneys’ fees shall survive
any termination of this Agreement.
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AGREEMENT READ, UNDERSTOOD, AND APPROVED:
TOWN OF AVON CONTRACTOR
By: ____________________________________ By: _____________________________________
Name: __________________________________ Name: __________________________________
Title: ___________________________________ Title: ___________________________________
APPROVED AS TO FORM:
______________________________________
Nina P. Williams, Town Attorney
Shannon Kennedy (Feb 24, 2025 09:47 EST)
Shannon Kennedy
Shannon Kennedy
Graphic Designer
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Danita Dempsey
Chief Cultural Officer
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2025 FORM: ICA – Shannon Kennedy Designs February 21,2025
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EXHIBIT A
(“Proposal”) Deliverables / Assets:
1. Event posters
2. Print ads
3. Social media tiles
4. Digital display and programming
5. Animated GIFs
6. Credentials and/or parking passes (Salute to the USA)
7. Light Pole banners (Salute to the USA)
8. Bus ads (AvonLIVE! and SunsetLIVE!)
Timeline for Delivery of Completed Assets
1. Egg Hunt - Creative complete by March 3
2. Town Clean Up & Sustainability Fair - Creative complete by April 1
3. Lakeside Cinema - Creative complete by complete June 2
4. SunsetLIVE! Creative complete by April 14 (pending talent confirmation)
5. AvonLIVE! Creative complete by April 28 (pending talent confirmation)
6. Salute to the USA - Creative complete by May 14
7. Cars in the Park - Creative complete by July 7
8. Paddle Battles - Creative complete by July 13
9. Community Picnic - Creative complete August 1
10. Turkey Trot - Creative complete by October 1
11. Fireworks in Avon - Creative complete by December 1
12. Best of the West - TBD
Compensation: The Parties agreed that the total compensation is $7,380.00. The Contractor shall
provide the Town with invoices in four equal installments of $1,845.00 each which shall be paid upon
receipt as outlined below:
1. Upon execution of this Agreement
2. April 15,2025
3. June 15, 2025
4. November 15, 2025
2025 FORM: ICA – Shannon Kennedy Designs February 21,2025
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Shannon Kennedy Designs Independent
Contractor Agreement 2025 FINAL
Final Audit Report 2025-02-24
Created:2025-02-21
By:Danita Dempsey (ddempsey@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAF-8AmrrilRDvHCuW__HAoE9qDkdDylMP
"Shannon Kennedy Designs Independent Contractor Agreement
2025 FINAL" History
Document created by Danita Dempsey (ddempsey@avon.org)
2025-02-21 - 11:35:19 PM GMT
Document emailed to sk@shannonkennedydesign.com for signature
2025-02-21 - 11:37:43 PM GMT
Email viewed by sk@shannonkennedydesign.com
2025-02-24 - 2:46:04 PM GMT
Signer sk@shannonkennedydesign.com entered name at signing as Shannon Kennedy
2025-02-24 - 2:47:30 PM GMT
Document e-signed by Shannon Kennedy (sk@shannonkennedydesign.com)
Signature Date: 2025-02-24 - 2:47:32 PM GMT - Time Source: server
Document emailed to Danita Dempsey (ddempsey@avon.org) for signature
2025-02-24 - 2:47:33 PM GMT
Document e-signed by Danita Dempsey (ddempsey@avon.org)
Signature Date: 2025-02-24 - 3:36:25 PM GMT - Time Source: server
Document emailed to nwilliams@avon.org for signature
2025-02-24 - 3:36:26 PM GMT
Email viewed by nwilliams@avon.org
2025-02-24 - 4:19:53 PM GMT
Signer nwilliams@avon.org entered name at signing as Nina P. Williams
2025-02-24 - 4:20:20 PM GMT
Document e-signed by Nina P. Williams (nwilliams@avon.org)
Signature Date: 2025-02-24 - 4:20:22 PM GMT - Time Source: server
Agreement completed.
2025-02-24 - 4:20:22 PM GMT