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10-21-2014 IGA Bloom Networking & Promotions, LLCIndependent Contractor Service Agreement For Consulting Services This Independent Contractor Service Agreement ( "Agreement ") dated as of October 21, 2014 ( "Commencement Date ") is between the Town of Avon, a Colorado home rule community ( "Town ") and Bloom Networking & Promotions, LLC ( "Contractor "). 1. Services: Contractor agrees to provide "Services" as described in the "Scope of Services" attached to this Agreement as Exhibit A. To the extent the provisions of this Agreement conflict with the Scope of Services, 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. Term: This Agreement shall be effective only if all Parties' signatures have been affixed hereto on originals or by digital signature and shall commence on the Commencement Date, This Agreement shall terminate on February 13, 2015, or until it is terminated as allowed herein. 4. Compensation: Town agrees to pay Contractor a monthly fee of $2,000.00 for Services rendered up to maximum amount of $6,000,00, which monthly compensation shall be due on November 15, 2014, December 15, 2014 and January 15, 2015 and payable in accordance with 15. In addition to the monthly fee Town agrees to pay Contractor a commission of 20% of the amount of any sponsorship fee or donation from a "Sponsor" payable to and received by Town for the Apres Avon event as described in the Scope of Services, provided that the following conditions are met: A. The Sponsors shall be acceptable to the Town in the Town's sole discretion; B. Town shall have priority to pursue sponsorships from residents, property owners and businesses located in the Town of Avon ( "In -Town Sponsors ") and Contractor shall not pursue sponsorships or be entitled to receive a commission for any sponsorship from In -Town Sponsors unless Town provides written consent to Contractor to pursue sponsorships from specifically identified In -Town Sponsors; Bloom Networking & Promotions LLC - 2014 Page 1 of 7 J� C. Contractor shall not pursue sponsorships or be entitled to receive a commission for any sponsorship from any sponsor listed in EXHIBIT B: VAIL VALLEY FOUNDATION SPONSOR LIST; D. The sponsorship fee or donation is pledged prior to the end of the Apres Avon event and received by the Town no later than April 30, 2015; and, E. The total amount of commission paid to Contractor shall not exceed $50,000.00 regardless of the total amount of sponsorship fees and/or donations received by the Town. The Town's obligation to pay the commission as set forth in this ¶4 shall survive the termination of this Agreement. 5. Payment: Payment for Services shall be due only after the Services are completed to the Town's satisfaction and after Contractor has submitted an invoice for the amount due complete with the Contractor's taxpayer identification number or social security number. Contractor's invoice for any commission shall be effective until the sponsorship fee or donation is received by the Town. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. 6. 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. 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 Bloom Networking & Promotions LLC - 2014 Page 2 of 7 (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. 7. Town Unilateral Termination: Town may terminate this Agreement without cause which shall be immediately effective upon delivery of written notice unilateral termination to the Contractor. In the event unilateral termination occurs prior the 15th day of the month, Town shall be liable for payment of the next occurring monthly fee in full (i.e. no proration) after the date that notice of unilateral termination is tended to Contractor. 8. Termination by Town for Default: Town may terminate this Agreement immediately upon delivery of written notice to Contractor stating the nature of the default. Default by Contractor includes: A. Failure to perform the Services as set forth in this Agreement; B. Knowing misrepresentation of the Apres Avon event and the terms of sponsorship; C. Conduct by Contractor that adversely affects the reputation of the Town and conduct involving crimes of moral turpitude; and, D. Attempts to assign this Agreement without prior written consent by the Town. 9. Termination by Contractor for Default: A. Failure of Town to pay any amount due under this Agreement within thirty (30) days after written notice has been given that such payment is overdue; and, B. Official conduct of the Town which adversely affects the reputation of Contractor, 10. Obligation After Termination: Upon termination, suspension or expiration of this Agreement, all rights and obligations of either party hereunder shall cease without further liability, effective as of the date of termination, unless otherwise stated in this Agreement. Contractor shall immediately return to Town all materials (and all copies thereof) relating to Town, including but not limited to, all price and specifications catalogues, customer or prospect lists supplied by Town, Town program rules, Town manuals, sales Bloom Networking & Promotions LLC - 2014 Q� Page 3 of 7 Y l/— literature and any and all other such materials Town requests to be returned. Contractor agrees that it will not, after termination of this Agreement, represent itself in any fashion as the agent or representative of Town. Contractor agrees that it, its personnel and subcontractors will not copy or retain any customer lists or other material of Town. 11. Confidential Information: Town and Contractor acknowledge that each party will receive confidential information, data and communications related to the seeking sponsorship fees and donations. To the extent allowed under the Colorado Open Records Act and any other applicable law, Town agrees that it will not disclose any confidential information received from Contractor without Contractor's prior written consent. In the event that the Town receives a public records request or court order seeking confidential information received by Contractor, Town shall use its best efforts to notify Contractor prior to releasing such information. In the event that Contractor desires to oppose such public records request or court order the Town agrees to cooperate with Contractor in good faith provided that Town's obligation hereunder shall not create any direct financial or legal obligation to oppose such public records request or court order. Contractor agrees that it will not release any confidential information received by the Town without the Town's prior written consent. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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 Bloom Networking & Promotions LLC - 2014 „ f Page 4 of 7 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. AGREEMENT READ, UNDERSTOOD AND APPROVED: TOWN OF AVON BLOOM NETWO G & P OTIONS LLC BY: BY: Virginia C. Egg e , Town Mana e Greg Bloom, Manager Bloom Networking & Promotions LLC - 2014 Page 5 of 7 /-V" V (� EXHIBIT A: SCOPE OF SERVICES Scope of Services to be Provided: Contractor shall provide the following Services: Assist Town in identifying and signing companies, brand sponsors and individual donors specifically to support the Apres Avon special event scheduled to occur from February 3, 2015 through February 14, 2015 Contractor will assist with: - designing presentable sponsor /donor deck, which shall be subject to Town's review and approval prior to any use - posting Town sponsorship opportunities on new Bloom website and including in email campaigns to brands (which postings shall be subject to Town's prior review and approval) - identifying multiple levels of sponsors - curating and implementation of brand activations as needed and subject to the Town's prior review and approval to ensure activations are integrated well with the Apres Avon program - event operations where it is necessary to oversee brand activations and their integration with event and venue operations, with indemnification and insurance, as may be deemed necessary by the Town - planning and overseeing production of recap videos /sizzle reels and return on investment ( "RO1 ") data reports to present to participating brands following activations and for usage in future solicitation of sponsor prospects; these reports and reels shall be the sole property of the Town - creating sponsor agreements which shall be subject to Town's review and approval prior to any use - ensuring fulfillment in concert with event operations team Town acknowledges that Contractor's successful performance of the Scope of Services will depend upon active and prompt cooperation, support by the Town, including Town providing Contractor with Town information and available photo, video and digital assets. Town further acknowledges that its active cooperation and support is needed to comply with brand sponsor and donor needs for a thorough activation of the brands, execution of deliverables, and integration of the combined assets. Cost of photography and videography is not included in this Scope of Services. Contractor shall not be obligated to act in any other capacity or for any other purpose on behalf of Town unless the parties agree to amend this Scope of Services. Bloom Networking & Promotions LLC - 2014 Page 6 of 7 V- EXHIBIT B: VAIL VALLEY FOUNDATION SPONSOR LIST NATIONAL SPONSORS KORBEL California Champagne Sprint Telecom GoPro - (pending) OFFICIAL SUPPLIER SPONSORSHIP Colorado Mountain Express Nature Valley Game Creek Video TV Camera & Production Epicurean Catering Group Slifer, Smith & Frampton Real Estate Motorola Radios Sierra Nevada Beer Constellation Wines USA Non Exclusive COMMUNITY SPONSORSHIP Blue Sky Mortgage 1ST Bank Alpine Collision WhiteHorse Solutions Alpine Bank West Vail Shell West Vail Conoco Getaway Planners Wells Fargo Stedman Clinic Vail Valley Medical Center Bloom Networking & Promotions LLC - 2014 Page 7 of 7