2024 COMMUNITY SURVEY ICA INTERCEPT INSIGHT DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
2024 Independent Contractor
Avo n Service Agreement
For Intercept Insight
COLORADO ("2024 Community Survey")
This Independent Contractor Service Agreement("Agreement") dated as of April 5, 2024 is between
the Town of Avon, a Colorado home rule community("Town"), and Intercept Insight, a research and design
LLC of the State of Colorado whose business address is PO Box 2078 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 Contractor shall secure and maintain the following ("Required Insurance"):
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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) for 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. 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 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 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.
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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, terms 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. 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.
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
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DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
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 April 5, 2024 (the
"Effective Date") and will terminate on December 31, 2024 (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 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.
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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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DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
AGREEMENT READ, UNDERSTOOD, AND APPROVED:
TOWN OF AVON CONTRACTOR
,-DocuSigned by: ,-DocuSigned by:
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By 5B5FD9670A492. By '-09440EB E9C43i_.
Elizabeth wood Jason Roberts
Name: Name:
Communications & Marketing Manager principle
Title: Title:
APPROVED AS TO FORM:
,-DocuSigned by:
�ina�Bi�iams, Town Attorney
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DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
IFF
I NTERCEPT I NS I G HT
Research I Analytics I Performance I Design
Town of Avon
Contract for Community Survey
4. 1.24
DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
Intercept Insight, LLC
Research I Analytics I Performance Design
Dear Elizabeth:
Thank you for the opportunity for Intercept Insight to submit a contract to the Town of Avon to
conduct a community survey.
Per your request, Intercept Insight has provided a contract for marketing research services, which
will provide the Town of Avon with detailed insight about the community. These services
include strategy and execution, survey development,programming, analysis, and reporting.
Listed below is the scope of the work; including the objectives, methodology, reporting details,
and costs associated.
Please contact Intercept Insight with any questions or concerns regarding this contract, and thank
you once again for this opportunity.
Sincerely,
Jason Roberts
Principle
Intercept Insight, LLC
PO Box 2078 I Avon, Colorado 81620 I tel 970.331.1086 I email jroberts@interceptinsight.com
DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
Intercept Insight, LLC
Research I Analytics I Performance Design
Objectives
The purpose of conducting a community survey is to gain insight on how residents feel about
community development; including communication, sustainability, public works, recreation,
special events, etc. With these insights, the Town of Avon will be able to evaluate how residents
perceive the current community services, the interest of new programs, and where to focus
efforts in community developments.
Target
❖ Residents of the Town of Avon, CO
Methodology
❖ Design a survey based on an approved core set of questions
❖ Translate survey in Spanish
❖ Program the survey into a survey design software, including Spanish
❖ Collect a minimum number of surveys to ensure statistical validity
❖ Download and analyze results using an analytical software program
•'• Produce a summary report
PO Box 2078 I Avon, Colorado 81620 I tel 970.331.1086 I email jroberts@interceptinsight.com
DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
Intercept Insight, LLC
Research I Analytics I Performance I Design
Project:
2024—Town of Avon Community Survey
Total Cost: $6,000
Terms
• One year term effective April 1,2024.
• 50%due prior to survey programming,and final 50%due upon receipt of final report. Any sums not paid
within 15 days of invoice date shall be subject to a service charge of 10%per month.
• Additional scope of work will be billed on an hourly basis or negotiated in a retainer and will be presented
in an addendum.
• Intercept Insight, LLC has shared rights to all data collected.
• If at any time the Client wishes agency to cease work on a job,Intercept Insight must be notified in writing
and the Client will be responsible for paying for all time and materials put into job to that date.
Contract Approved by:
Jason Roberts
Client(Print Name) Intercept Insight,LLC(Print Name)
Client Signature Intercept Insight,LLC Signature
Date: Date:4/1/2024
PO Box 2078 I Avon, Colorado 81620 I tel 970.331.1086 I email jroberts@interceptinsight.com
DocuSign Envelope ID: E889E368-D30E-444D-B8C7-42FFD3BC19E3
Intercept Insight, LLC
Research I Analytics I Performance Design
About Intercept Insight,LLC
Intercept Insight is a qualified and proven marketing research company based in Avon, CO. Formed by
Jason Roberts in response to the increasing demand for qualified marketing research and consulting
services in the ski industry, golf industry,hospitality,resort communities,event producers, and
restaurants. Jason holds Professional Researchers Certifications in both Quantitative and Qualitative
Research through the Marketing Research Association.
Whether it is an on-line survey, or an in-person intercept we are here to help you drive toward quantitative
planning and evaluation. Our ability to provide services that produce opportunities,measure performance
and increase accountability sets Intercept Insight aside from other marketing research companies. Because
each situation is unique, our experience and expertise allows us to make crucial assessments and decisions
in a prompt,efficient and innovative manner.
Marketers are becoming more accountable for financial impacts;value of products and services, and their
customers needs;perceptions and intentions. Intercept Insight identifies,measures, and explains key
metrics that will provide numerical support for performance and variance,then identify areas for
improvement. We also provide services and support necessary to identify awareness, attitudes, and
loyalty.Measuring and understanding these key metrics will provide data-based support for investment in
new opportunities, investment in existing products or services, and customer recovery;which leads to
increased profitability.
Intercept Insight has the support of the MRA(Marketing Research Association),and is certified in several
areas of SPSS (Statistical Package for Social Sciences); statistical software which helps organizations
predict future events and proactively act upon that insight to drive better business outcomes. This level of
experience allows our clients to have the comfort level that Intercept Insight,LLC is the right consultant
for all of their unique research needs.
PO Box 2078 I Avon, Colorado 81620 I tel 970.331.1086 I email jroberts@interceptinsight.com