07-08-2013 Venturoni Surveys&Research,Inc.Venturoni Surveys & Research, Inc.
422 Idlewild Drive
Dillon, CO 80435
Bill To
Town of Avon
P.O. #
Terms 30 ...
Item Description
Telephone Su... 1st payment 50%
Date 7/8/2013
Invoice # 108
Ship To
I�53 X3999
Ship Date
Due Date
Other
Qty
7/8/2013
7/8/2013
Price
5,000.00
Total
Venturoni Surveys & Research, Inc.
Ienturoni @comcast.net 970 468 -6820 Payments /Credits
www.surveyvsr.com Fax 970 468 -6820 Balance Due
Amount
5,000.00
$5,000.00
$0.00
$5,000.00
Venturoni Surveys & Research
SURVEY SERVICES AGREEMENT
This Agreement is made effective as of July 1, 2013 by and between Town of Avon and Venturoni
Surveys & Research (VSR)
The parties agree as follows:
1. AGREEMENT PERIOD. The term of this Agreement shall commence July 1, 2013 and terminate by
September 30, 2013,
2. DESCRIPTION OF SERVICES. VSR shall conduct a Telephone Survey for the Town of Avon. The
methodology, scope and deliverables of the Telephone Survey are described in more detail on Exhibit
A, which is attached to and is a part of this Agreement.
3. COST, COMPENSATION AND PAYMENT PROCEDURE. VSR's compensation for this project shall
not exceed $10,000. The Town of Avon shall pay VSR half upon signing of the Agreement and half
upon delivery of the final report, within 30 days of receipt of the invoice.
4. ASSIGNMENT. VSR's obligations under this Agreement may not be assigned or transferred to any
other person, firm, or corporation without prior written consent of the Town of Avon.
S. TERMINATION. This Agreement shall be effective from July 1, 2013 through September 30, 2013,
unless either party provides 60 days written notice to the other party prior to the termination of the
applicable term. The Town of Avon reserves the right to terminate the contract, upon 30 days written
notice to contractor, for failure to perform services acceptable to the Town of Avon.
6. RELATIONSHIP OF PARTIES. The parties understand that VSR is an independent contractor with
respect to the Town of Avon, and persons assigned by VSR to work on this project are not employees
of the Town of Avon.
7. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be
deemed delivered in person or deposited in the U.S. mail, addressed as follows:
If to the Town of Avon: Town of Avon
PO Box 975
400 Benchmark Road
Avon, CO 81620
If to VSR: Venturoni Surveys & Research
422 Idlewild Drive
Avon, CO 80435
8. ENTIRE AGREEMENT. This Agreement contains the entire Agreement between the parties and
there are no other promises or conditions in any other Agreement whether written or oral. This
Agreement supersedes any prior written or oral Agreements between the parties.
9. AMENDMENT. The Agreement may be modified or amended by the mutual Agreement of the
parties if the amendment is made in writing and is signed by both parties.
Venturoni Surveys & Research Contract
Town of Avon 2013 Telephone Survey — Page 1
10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for
any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that
any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be written, construed,
and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
12. RETURN OF RECORDS. Upon termination of this Agreement, VSR shall return any records, notes,
data, memorandum, models, or other materials that were provided to VSR by the Town of Avon that
the Town of Avon may request VSR to return.
13. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Colorado.
14. Municipal Provisions. This Agreement shall be subject to and governed by the terms of the
attached Addendum No. 1 to VSR -TOA Agreement: Municipal Provisions.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day and year first
written above.
TOWN OF AVON
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By: Virginia Egger, Manager
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Date
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VSR — Linda Venturoni
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Date 7I
Venturoni Surveys & Research Contract
Town of Avon 2013 Telephone Survey — Page 2
Exhibit A
Surveys & Research, Inc.
Avon Telephone Survey
Methodology:
Telephone Survey: Focus is on ballot issue for recreation center expansion.
Telephone Survey Costs: Based on 380 completed interviews, 95% confidence level and margin of error
±5 %.
Telephone Survey Timing: The timing of the survey will not exceed 7 minutes as measured by the CATI
(computer assisted telephone interview) system.
Telephone Survey Costs: Will not exceed $10,000.
Costs assume the following:
1. Use of current voter registration list supplied by the Town of Avon
2. No screening questions or quotas
3. Survey timing will not exceed 7 minutes in length
Timing:
1. Questions and instrument design completed by July 17
2. Complete Telephone Field Work by August 9
3. Draft responses and Analysis August 20/23
Venturoni Surveys & Research Contract
Town of Avon 2013 Telephone Survey — Page 3
ADDENDUM NO. 1 TO VSR -TOA AGREEMENT:
MUNICIPAL PROVISIONS
In the event the terms and conditions of this Addendum No. 1 conflict in whole or in part with the
terms and conditions of the Agreement, the terms and conditions of this Addendum No. 1 shall
control.
A.1. 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.
A.2. 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.
A.3. 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 law. Upon the failure to appropriate such funds, this Agreement shall be
terminated.
A.4. Employment of or Contracts with Illegal Aliens: Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this Agreement. Contractor shall not
contract with a subcontractor that fails to certify that the subcontractor does not knowingly
employ or contract with any illegal aliens. By entering into this Agreement, Contractor
certifies as of the date of this Agreement it does not knowingly employ or contract with an
illegal alien who will perform work under the public contract for services and that the
contractor will participate in the e- verify program or department program in order to
confirm the employment eligibility of all employees who are newly hired for employment to
perform work under the public contract for services. The Contractor is prohibited from
using either the e- verify program or the department program procedures to undertake pre-
employment screening of job applicants while this Agreement is being performed. If the
Contractor obtains actual knowledge that a subcontractor performing work under this
Agreement knowingly employs or contracts with an illegal alien, the Contractor shall be
required to notify the subcontractor and the Town within three (3) days that the Contractor
Addendum No. 1 to VSR -TOA Agreement: Municipal Provisions
Page 1 of 3
has actual knowledge that a subcontractor is employing or contracting with an illegal alien.
The Contractor shall terminate the subcontract if the subcontractor does not stop
employing or contracting with the illegal alien within three (3) days of receiving the notice
regarding Contractor's actual knowledge. The Contractor shall not terminate the
subcontract if, during such three days, the subcontractor provides information to establish
that the subcontractor has not knowingly employed or contracted with an illegal alien. The
Contractor is required to comply with any reasonable request made by the Department of
Labor and Employment made in the course of an investigation undertaken to determine
compliance with this provision and applicable state law. If the Contractor violates this
provision, the Town may terminate this Agreement, and the Contractor may be liable for
actual and /or consequential damages incurred by the Town, notwithstanding any limitation
on such damages provided by such Agreement.
A.5. Ownership of Documents: Any work product, materials, and documents produced by the
Contractor pursuant to this Agreement shall become property of the Town of Avon upon
delivery and shall not be made subject to any copyright unless authorized by the Town.
Other materials, methodology and proprietary work used or provided by the Contractor to
the Town not specifically created and delivered pursuant to the Services outlined in this
Agreement may be protected by a copyright held by the Contractor and the Contractor
reserves all rights granted to it by any copyright. The Town shall not reproduce, sell, or
otherwise make copies of any copyrighted material, subject to the following exceptions: (1)
for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request
under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such
statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives
any right to prevent its name from being used in connection with the Services.
A.6. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach by either Party. The Town's approval or acceptance of, or payment
for, services shall not be construed to operate as a waiver of any rights or benefits to be
provided under this Agreement. No covenant or term of this Agreement shall be deemed
to be waived by the Town except in writing signed by the Town Council or by a person
expressly authorized to sign such waiver by resolution of the Town Council of the Town of
Avon, and any written waiver of a right shall not be construed to be a waiver of any other
right or to be a continuing waiver unless specifically stated.
A.7. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon
the successors, heirs, legal representatives, and assigns.
A.8. 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 to
exceed amounts due under the Agreement and that Town shall not be liable for indirect,
incidental, special or consequential damages, including but not limited to lost profits
A.9. 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.
Addendum No. 1 to VSR -TOA Agreement: Municipal Provisions
Page 2 of 3
A.10.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.
A.11.Survival of Terms and Conditions: The Parties understand and agree that all terms and
conditions of the Agreement that require continued performance, compliance, or effect
beyond the termination date of the Agreement shall survive such termination date and
shall be enforceable in the event of a failure to perform or comply.
A.12.Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or
benefits set forth in this Agreement shall not be assigned by Contractor without the
express written consent of the Town Council for the Town of Avon. Any written
assignment shall expressly refer to this Agreement, specify the particular rights, duties,
obligations, responsibilities, or benefits so assigned, and shall not be effective unless
approved by resolution or motion of the Town Council for the Town of Avon. No
assignment shall release the Applicant from performance of any duty, obligation, or
responsibility unless such release is clearly expressed in such written document of
assignment.
A.U.Severability: Invalidation of any of the provisions of this Agreement or any paragraph
sentence, clause, phrase, or word herein or the application thereof in any given
circumstance shall not affect the validity of any other provision of this Agreement.
Addendum No. 1 to VSR -TOA Agreement: Municipal Provisions
Page 3 of 3