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04-13-2018 A Plus Music EntertainmentINDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Service Agreement ("Agreement") dated April 13, 2o18, is between the Town of Avon, a Colorado home rule community ("Town") and A Plus Music Entertainment ("Contractor"). i. Services: Contractor agrees to provide services ("Services"), as described in the attached statement of Scope of Services. 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 timely fashion. Contractor will comply, and cause all its employees, agents and subcontractors to comply, with applicable safety rules and security requirements, while performing the Services. z. 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, employerlemployee 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. Worker's Compensation Insurance: The Contractor shall obtain and shall continuously maintain Worker's Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. The Contractor's failure to obtain and continuously maintain worker's compensation insurance in accordance 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 worker's compensation insurance 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. q. Payment: Payment for Services shall be up to ;to,000.00 due as 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. Invoices will be presented every thirty (3) days. Town shall pay Contractor within thirty (3o) days after an invoice in proper form is submitted to Town. 5. Ownership of Documents: 5.1 Work Product is Pr T wn. Upon complete payment for services rendered, the Work Product, as defined in Sub -Section i.7, 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 g }; ,,, Contractpr's Personnel i1nd Subcontractors. Contractor warrants it has enforceable written agreements with all its personnel and subcontractors to be involved in performing the Services that: 5.2.1 Assign to Contractor ownership of all patents, copyrights and other proprietary rights created during hislher/their employment or engagement, and 5.2.2 Obligate such personnel or subcontractors 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 teamed or acquired during 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. 5.3Assignment of Proprietary Riots. 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 Town to Contractor will remain in Town. Contractor will deliver to Town and any all Work Product and property, including copies thereof on whatever media rendered, upon the first to occur of: 5.4.1 Town's written request; or 5.4.2 Completion of the Services under this Agreement; or 5.4.3 Termination of this Agreement. 5.5 The Contractor waives any right to prevent its name from being used in connection with the Services. 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-loi 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 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. 6.1 Specifically, Contractor shall not: 6.1.1 Knowingly employ or contract with an illegal alien to perform work under this Agreement; or 6.1.2 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. 6.2 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. 6.3 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. 6.4 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: 6.4.1 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 6.4.2 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. 6.5 Contractor shall comply with any reasonable request by the Department made during an Investigation that the Department is undertaking pursuant to the authority established in C.R.S. Section 8-17.5-102(5). 6.6 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. 6.7 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 upon delivery of written notice to the Contractor at least ten (1o) 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 governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article io, 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. to. 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. tt. 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. u. 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. 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 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 CONTRACTOR Virginia Egger, Town Manager ame] ( 4-((1 ( Scope of Work: • Contractor shall book and manage musical talent for pop-up performances for a total of five dates including Memorial Day Weekend 5/28/18, 6/26/18, 7/4/18, 8/18/18, and 9/13/18. • Performance times will be 5:15 - 6:45 PM, unless agreed otherwise in advance. • Contractor has proposed a price of $ 5,417.00. for complete services. The contractor will invoice Town for all services, due and payable no later than July 15, 2018. • Contractor to secure a Town of Avon business license via through MuniRevs online system which can be accessed at www.avon.ore, "On -Line Payments. A twenty -five -dollar fee is associated with the Town of Avon business license.