11-24-2014 Development and Production of the December 5, 2014 Grand OpeningI
Independent Contractor
Service Agreement
For Special Event Services
Development and Production of the December 5, 2414, Grand Opening of
Possibility Plaza and the Main Street Mall as an Apres Avon Event
This Independent Contractor Service Agreement ( "Agreement ") dated as of November 24, 2014, is
between the Town of Avon, a Colorado home rule community ( "Town ") and Bonfire Entertainment LLC, a
Colorado limited liability company, whose physical business address is 411 Eagle Drive, Unit 11, Avon, CO
81620 and mailing address is P.O. Box 485, Vail, CO 81658 ( "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. Commercial Liability Insurance:
A. Insurance Generally. The Contractor shall obtain and shall continuously
maintain during the term of this Agreement insurance of the kind and in the
minimum amounts specified as follows:
The Contactor shall secure and maintain the following ( "Required Insurance "):
(i) 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 shall be endorsed to include the
Town as a Certificate Holder.
(ii) Comprehensive General Liability insurance with minimum combined
single limits of One Million Dollars ($1,000,000.00) Dollars 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
Bonfire Entertainment re: Possibility Plaza Grand Opening Nov 24, 2014
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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.
(iii) Comprehensive Automobile Liability insurance with minimum
combined single limits for bodily injury of not less than of One Hundred
Thousand Dollars ($100,000.00) each person and each accident and
for property damage of not less than Fifty Thousand Dollars
($50,000.00) each accident with respect to each of the Contractor's
owned, hired and non -owned vehicles assigned to or used in
performance of the Services. The policy shall contain a severability of
interests provision. Such insurance coverage must extend to all levels
of subcontractors. Such coverage must include all automotive
equipment used in the performance of the Agreement, both on the
work site and off the work site, and such coverage shall include non -
ownership and hired cars coverage. 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.
(iv) Professional Liability (errors and omissions) Insurance with a minimum
limit of coverage of One Million Dollars ($1,000,000.00) per claim and
annual aggregate. Such policy of insurance shall be obtained and
maintained for one (1) year following completion of all Services under
this Agreement. Such policy of insurance shall be endorsed to include
the Town as a Certificate Holder.
The Required Insurance 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.
s. Additional Requirements for All Policies. In addition to specific
requirements imposed on insurance by this Section 5.0 and its subsections,
insurance shall conform to all of the following:
(i) For both Contractor Insurance and Required 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.
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(ii) For both Contractor Insurance and Required Insurance, the Contractor
shall be solely responsible for any deductible losses.
(iii) For Required Insurance, no policy of insurance shall contain any
exclusion for bodily injury or property damage arising from completed
operations.
(iv) 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.
C. Failure to Obtain or Maintain Insurance. The Contractor's failure to obtain
and continuously maintain policies of insurance in accordance with this
Section 5.0 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.
D. Insurance Certificates. Prior to commencement of the Services, the
Contractor shall submit to the Town certificates of insurance for all Required
Insurance. Insurance limits, term of insurance, insured parties, and other
information sufficient to demonstrate conformance with this Section 5.0 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 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 in the
amounts and on the dates as described in the Proposal. The Contractor shall not charge any additional
amount. Town shall not be liable for reimbursement of any expense incurred by Contractor in excess of the
payment amount described in the Proposal.
Bonfire Entertainment re: Possibility Plaza Grand Opening Nov 24, 2014
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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.
C. Contractor shall 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.
Bonfire Entertainment re: Possibility Plaza Grand Opening Nov 24, 2014
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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. 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.
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 AVON
BY:
Virginia Egger, Tgwr> Manager
Approved
as to Form:
Eric Heil, T4 KAftorney
Bonfire Entertainment re: Possibility Plaza Grand Opening Nov 24, 2014
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CONTRACTOR
BY:
resident
PROPOSAL
Development and Production of the December 5, 2014, Grand Opening of Possibility Plaza and the
Main Street Mall as an Apres Avon Event
OVERVIEW
Contractor shall provide consulting services to Town to design, develop and produce an event/grand
opening called Apres Avon — A Grand Opening of Possibility Plaza and the Main Street Mall. Apres Avon —
A Grand Opening of Possibility Plaza and the Main Street Mall will be a grand opening celebration for the
new Possibility Plaza and the Main Street Mall as well as a "test drive" of the Apres Avon winter market
event concepts. The event/grand opening will take place on Friday, December 5th from 4:00 p.m. through
7:00 p.m. The key activation elements include live music, retail /vendor booths, food booths /concessions
and craft distilled and brewed beverages. Town staff will work with the Contractor to develop a winter
market as part of the event and will coordinate with the Contractor for placement and management of the
market. Town staff will be available prior to and through the Apres Avon at the Main Street Mall to assist
with set -up, production event activities, alcohol management, vehicular /pedestrian traffic management,
refuse management, tear -down and clean -up at no cost to the Contractor.
SCOPE OF WORK
Following are the general tasks proposed in this PSA toward the production of Apres Avon at the Main
Street Mall:
Design Development — Complete venue design, including but not limited to decorations, marketing
creative and implementation, lighting, stage, sound, food and beverage areas, performance artist
areas, and venue service logistics and placement for refuse, deliveries and security.
Design /Program Development — Schedule of musicians and /or performance art, food and beverage
program, lighting, stage, sound, service logistics, marketing of the event including but not limited to
social media and print placements, booking and full service management of musicians.
Budget Estimates — Expenditure estimates, including but not limited to stage, lighting, production
staff, heat, power, marketing, toilets, refuse management, marketing etc. and performer fees. The
approved budget, including contingency, is attached hereto.
Liquor License: The Contractor shall identify a 501(c) 3 nonprofit organization to apply for a liquor license
for the Apres Avon at the Main Street Mall premises. The nonprofit shall be approved by Avon. The
Contractor may negotiate services directly with the nonprofit, which are needed for the sale of alcohol
during Apres Avon at the Main Street Mall.
FEES
Contractor shall charge a total fee not to exceed $18,600. Contractor shall be paid $16,900 on or
before November 26, 2014 and shall be paid the balance if any, of the approved contingency of
$1,700 not later than December 31, 2014,
Bonfire Entertainment re: Possibility Plaza Grand Opening Nov 24, 2014
Page 6 of 6
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