21.01.01 PSA Inntopia_DD Client (Initial) Job # Page 1 of 14
Inntopia System and Services Agreement (DestiMetrics)
This Agreement, executed on _December 23, 2020 , is between Sterling Valley Systems Inc. dba
Inntopia (“Inntopia”) and the Town of Avon, a Colorado home rule municipality (“Client” “You” or
“Your”), with Services (as identified below) beginning on January 1, 2021 (“Service Start Date”) and
continuing through December 31, 2021 (“Service End Date”), subject to the terms and conditions
described herein. The Client, their participating properties (“Client-Properties”) along with their
designated and authorized staff are collectively referred to herein as Subscribers.
The purpose of this Agreement is to plan, initiate and operate a destination-lodging research program for the
Client, (collectively, “Services”) in conjunction with its Client-Properties, operated by Inntopia, utilizing
Inntopia’s proprietary methods, systems, procedures and enabling technology as further described below:
I. Services:
Services Provided: Includes both one-time program startup feasibility and ongoing program Operations,
along with the production and publication of related work product which are provided by Inntopia under the
terms of this Agreement, as further described in “Attachment B – Products and Services”, attached hereto and
incorporated herein by reference.
Ongoing Operations: Begins with the completion of Startup (if applicable), continues through the term of this Agreement and concludes with a final report, mid-month after the Service End Date.
Data Submission & Report Subscribers: This Agreement includes participation licenses for up to 9 Client-
Properties as data submitters. Additionally, access to resulting reports is granted and provided via the Inntopia
Destimetrics secure web portal for up to 21 Subscribers (which includes 2 representatives for each Client-
Property, and 3 Subscriptions for Client representatives), subject to change by mutual agreement during the
term of this Agreement.
II. Client Responsibilities: Client will:
1. Compensate Inntopia annual fees of $22,423, which amount includes all other amounts referenced
herein, including amounts payable pursuant to Attachment B, payable at Service Start Date, and then
quarterly in advance through the Term of the Agreement, as further detailed below:
Invoice Date Amt. Due Description
January 1, 2020 $5,605.75 Service Start Date - First of four quarterly payments
April 1, 2020 $5,605.75 Second of four quarterly payments
July 1, 2020 $5,605.75 Third of four quarterly payments
October 1, 2020 $5,605.75 Fourth of four quarterly payments
Note: Fees are based on Inntopia standard policies and payment terms outlined above and will be subject to
change if altered.
2. Designate a representative in the person of Danita Dempsey (Client Representative) to serve as
primary contact for Client’s performance of the responsibilities described herein.
3. Identify, recruit, and engage Client-Properties, by way of a related Client-Property Subscription
Agreement (see Attachment C) and then assist Inntopia with their Startup and ongoing data
submission in accordance with Inntopia standard procedures.
4. Acknowledge that this Agreement is part of a broader, cooperative industry destination/lodging
research program, whose value increases with broader participation, and generally endorse and
promote Program participation by any/all appropriate properties, similar comparative destinations
and any others whose participation might be beneficial.
III. Inntopia Services and Responsibilities: Inntopia will:
DD Client (Initial) Job # Page 2 of 14
1. Provide those products and Services further described in Attachment B, along with the use of its
proprietary systems, procedures, policies and enabling technology.
2. Assist Client in their recruitment of Client-Properties and then provide Startup training/orientation
and ongoing support of Client and Client-Subscribers.
3. Collect data provided by Client-Properties, evaluate and secure the resulting data, then produce and
distribute requisite reports to all Subscribers by way of Inntopia’s DestiMetrics secure web portal to
which Subscribers are provided access via individual Subscriber logons.
4. Provide Client-Properties with access to additional Inntopia products and services (beyond the scope
of this agreement) on an a la carte basis, at best available rates, subject only to pre-existing
commitments and in accordance with its standard Terms and Conditions.
IV. Client-Property Responsibilities: In the performance of their obligations under this Agreement, both
Inntopia and Client rely on participating properties, the terms and responsibilities for which are defined
in a separate but related Client-Property Subscription Agreement (see Attachment C), where:
1. Client-Properties agree to execute and abide by the Client-Property subscription agreement,
participate by submitting their reservation activity data according to Inntopia standard terms,
conditions and procedures in a manner that is both timely and accurate, as will be confirmed as part
of the Feasibility-Startup
2. Report Subscription rights and access to resulting reports (see Attachment B)
3. Client receives right to purchase additional Inntopia products and services on an a la carte basis
pursuant to a separate agreement between Inntopia and the Client-Properties
V. Terms and Conditions:
1. Billing Procedures:
a. Fees related to this Agreement are due and payable as described in the Client Responsibilities
section of this Agreement and are delinquent if not received within sixty (60) days of invoice
date. Delinquent payments are subject to interest charges at 1.5% per month until received and
if not cured within 30 days of notice, are grounds for default under this Agreement and the right
to pursue applicable remedies.
b. If at Client’s request, Inntopia travels to Client’s location then Client will be responsible for the
payment of all reasonable and receipted travel expenses incurred by Inntopia.
c. No taxes or other similar surcharges are anticipated, but if imposed or assessed by an authorized
taxing authority, will become the Client’s responsibility to pay.
d. Any/all additional work requested by Client and not already included in this Agreement, will be
performed, subject to pre-existing commitments, and charged at Inntopia standard rates, terms
and conditions.
2. Confidentiality and Distribution: Data Provided by Client-Properties, and resulting reports are
CONFIDENTIAL INFORMATION, as subject to the following:
a. Client/Client-Property data will be treated as Confidential Information by Inntopia, not to be
published or distributed unless aggregated with other similar data and indistinguishable as a
result. Inntopia will retain all data in its secure web portal, produce and distribute agreed upon
reports for Client and Client-Properties and retain exclusive rights to the data and various
reports, provided that no individual Client-Property data is disclosed, nor any aggregated data
made public, nor will Inntopia disclose aggregated destination data, unless with Client approval.
For example, Client and Client-Property data might be combined with other similar data as part
of a broader regional or industry-wide report set.
_DD Client (Initial) Job # Page 3 of 14
b. As part of the Separate-but related Client-Property Subscription Agreement (Attachment C),
Client Properties and their respective Subscribers, acknowledge and agree that all information,
reports and related data posted within Inntopia’s DestiMetrics web portal and/or otherwise
provided by Inntopia is CONFIDENTIAL INFORMATION, to which access is restricted, and
reproduction, distribution or sharing of this CONFIDENTIAL INFORMATION is STRICTLY
PROHIBITED and enforceable by law excepting only when specific written agreement provides
otherwise.
c. Notwithstanding the foregoing, nothing in this Section shall restrict Client or Client Property
regarding any Confidential Information which (i) You can prove You rightfully possessed before
You received such information from another party; (ii) subsequently becomes publicly available
through no fault of Yours; (iii) You can prove You develop independently; or (iv) is subsequently
furnished rightfully to You by a third party without restrictions on use or disclosure; or (v) is
required to be disclosed in response to a valid order of a court or other official governmental
body, provided however that You shall first give notice to Inntopia of such disclosure and shall
allow Inntopia to try to obtain a protective order requiring that the information and/or
documents so disclosed be used only for the purposes required by law.
3. Inherent Limitations and Restrictions: Notwithstanding the reasonable and best efforts undertaken
by the parties to fully perform their respective obligations as provided for herein, the parties
acknowledge and agree that there are inherent limitations and/or restrictions which may alter,
influence and otherwise affect the results and the success of this Agreement and may thereby provide
justifiable cause and reason for inability to perform certain obligations by a given party. These
limitations and restrictions include, without limitation, the following:
a. Client-Property Subscribers submission of timely and accurate data is vital to the performance of
this Agreement, but beyond the control or direction of either Inntopia or the Client, and could
result in a failure to start or maintain the minimum thresholds of sufficient quantity or quality of
data (Data Integrity) to publish viable reports in which case:
1. Parties will utilize best efforts to restore minimum Data Integrity.
2. Inntopia may evoke a limited report production process, where data will be collected,
aggregated, and reports produced, but distributed only to Client on a confidential basis,
until Data Integrity is restored.
3. If Data Integrity is not achieved within 4 months of Service Start Date, or not maintained
for any consecutive 3 month period during the term of this Agreement, then this
Agreement may be cancelled by either party by providing 30 days written notice as
provided for herein. .
b. The existence of minimum Data Integrity will be determined and established by Inntopia, in
accordance with its standard procedures and at its sole discretion.
4. Responsibility: All Program participants understand and acknowledge that Inntopia reports are
based on data provided by participating program Client-Properties.
a. Systems: Inntopia stands by the systems (processes, procedures and technology) used to
vet, aggregate and organize data that has been submitted to the Program. In the event that
an error in these systems results in inaccurate data being published, Inntopia will take the
necessary steps to resolve the errant issue and republish any and all reports that have been
impacted by the errant system and provide an explanation of the correction, insofar as such
an explanation does not breach Inntopia confidentiality policies or reveal trade secrets.
b. Submitted Data: Inntopia will use its best efforts to assure the accuracy of the data and
resulting reports. Client acknowledges that data submissions from Client-Properties must be
submitted in a manner that is compliant with Inntopia data definitions, standards, and
submission procedures. Client acknowledges that Inntopia systems may not identify all
errors in data submitted by Client-Properties. In instances where errant data submissions
DD Client (Initial) Job # Page 4 of 14
are identified after publication, Inntopia will work to correct the errant data and restate /
republish any and all reports that have been impacted by the errant data and provide an
explanation of that correction, insofar as such an explanation does not breach Inntopia
confidentiality policies or reveal trade secrets.
c. Inntopia will not be responsible or liable for accuracy of the data provided by Client-
Properties nor its impact on resulting reports, or any decisions made as a result.
5. Termination: This Agreement may be terminated within thirty (30) days by written notice by
either party.
6. Independent Contractor: Inntopia and the Client shall be considered independent contractors.
Neither Inntopia nor the Client is an employee, agent, joint venturer or partner of the other entity.
Nothing shall be interpreted as creating an employment relationship between or among Inntopia
and the Client. Inntopia shall have control of the manner and means by which its services are
provided to the Client subject to the terms and provisions of this Agreement.
7. General This Agreement is the entire agreement between Inntopia and Client and supersedes any
prior agreements or understandings between the parties. It shall not be amended, varied, or modified
unless in writing executed by both parties hereto. This Agreement shall be governed by and
construed under the laws of the State of Vermont without consideration of choice of law provisions.
Customer hereby consents to jurisdiction of the courts of the State of Vermont or the United States
District Court located in Burlington, Vermont for the purpose of enforcing the provisions of this
Agreement, or resolving any dispute arising out of this Agreement. Nothing contained in this
Agreement shall be construed to create a partnership or joint venture between the parties hereto or
their successors in interest. Inntopia is acting solely as an independent contractor and not as an agent
of Customer. The parties signing this agreement represent and warrant that they are authorized to
sign on behalf of and bind their respective companies to this Agreement. By executing this
Agreement, each signatory confirms that he or she is acting as principal or has the requisite corporate
authority to execute this Agreement on behalf of his or her employer or Inntopia. Neither the
acceptance of any partial or delinquent payment by Inntopia or Inntopia’s failure to exercise any of its
rights or remedies on default of Customer shall be a waiver of the default, a modification of this
Agreement or Customer’s obligations under this Agreement, or a waiver of any subsequent default by
Customer. A waiver will be valid only if it is in writing and signed by Inntopia. Customer agrees not to
export, directly or indirectly, any U.S. source technical data acquired from Inntopia or any products
utilizing such data to countries outside the United States, which export may be in violation of the
United States export laws or regulations. This Agreement will bind and benefit the successors and
assignees of the parties, but Customer may not assign Customer’s rights and obligations under the
Agreement without Inntopia’s prior written consent. Except as otherwise expressly provided in this
Agreement or by law, any and all notices or other communications required or permitted by this
Agreement or by law to be served on, given to, or delivered to either party hereto by the other party
to this Agreement shall be in writing and shall be deemed duly served, given, delivered, and received
when personally delivered to the party to whom it is directed, or in lieu of such personal delivery,
when deposited in the United States mail, first-class postage prepaid, to the address set forth on the
first page of this agreement, or to such address as a party may from time to time communicate in
writing to the other party. The headings in this Agreement are for convenience only and shall have no
legal significance. In case this Agreement is found to contain any mistake, including any error,
ambiguity, illegality or omission, then it shall be interpreted as if such mistake were rectified in a
Job # Page 5 of 14 Client (Initial)
Digitally signed by Danita Dempsey Danita Dempsey DN: cn=Danita Dempsey, o=Town of Avon, ou=Culture, Arts & Special Events Manager, email=ddempsey@avon.org, c=US Date: 2020.12.23 11:58:39 -07'00'
manner which implements the intent of the parties as nearly as possible and effects substantial
fairness under all circumstances. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same Agreement.
8. Municipal Addendum A: The terms and condition of Municipal Addendum A attached hereto shall
apply and shall be additional material terms of this Agreement.
EXECUTED as of the _23 day of December , 2020.
CLIENT: Sterling Valley Systems:
Town of Avon Sterling Valley Systems Inc. dba Inntopia
By: By:
Name: _Danita Dempsey Name: Jim Lilly
Title: CASE Manager Title: CRO
Attachment A: Billing Information
Attachment B: Products and Services
Attachment C: Client-Property Subscription Agreement
Job # Page 6 of 14 Client (Initial)
ATTACHMENT A: BILLING INFORMATION
Invoices will be sent electronically to:
Client Company Name:
Authorized Representative Name:
Phone: Email Address:
Mailing Address:
(PO Box or Street Address)
City:
Country:
Zip/Postal Code:
State/Province:
Invoices are to be sent to the attention of:
Accounting Contact Email Address: Phone
Job # Page 7 of 14 Client (Initial)
ATTACHMENT B - INNTOPIA PRODUCTS AND SERVICES
This Attachment B is an integral part of the Client Agreement dated by and between Sterling Valley
Systems, Inc. dba Inntopia (”Inntopia”) and the Town of Avon (“Client”) and further describes the Services that are
being provided pursuant to the Client Agreement. The prices, terms and conditions described below are based on the
total number of Data Submitting Client-Properties and Subscribers (including Client/Client-Property Subscribers) and
data submitting Client-Properties as well as the overall term of this Agreement.
1. RESERVATION ACTIVITY OUTLOOK REPORT SET: Client-Property data is collected at a monthly level of
granularity and aggregated to create a destination-wide monthly report set of paid lodging reservation
activity and related revenue,
1.1 Reservation Activity Outlook (RAO) Report. The number of available units, room nights and related
revenue are collected, from which Occupancy average daily rate (ADR), and revenue per available room night
(RevPAR) are calculated. Results are then aggregated in a report format that provides graphic summaries,
charts and supporting tables of business on the books for the forward looking 6 months and total business
for the trailing 6 months. Current year data is overlaid against previous year-to-date and previous seasons-
end data, when sufficient data exists. Three views of the resulting data are provided in chart form with
supporting tables, including 6 month forward-looking view, fixed winter view (Nov. – Apr.), and fixed summer
view (May – Oct.). Additionally, pacing of current year vs. previous year reservation activity is provided in
chart and detailed table view. From this information, destinations can track their performance against their
previous history and properties can see how the aggregate of other properties in their destination are
performing. Distribution rights include all Subscribers. Annual Price: $8,292 per year.
Note: Additional Client-Property data submission licensing is available in increments for an additional fee.
Publication/Distribution: This report will be posted on Inntopia’s DestiMetrics web portal and will be
accessible by all Subscribers.
1.2 Multi-Destination Comparative Report (MDC): A destination-wide view of paid occupancies is created
from data provided as part of the RAO (2.1) report, the result of which is displayed against all other individual
participating Inntopia destinations (which are kept anonymous) in bar chart format, in both current year
occupancy and year-over-year comparative change. A third report shows Average Daily Rate in similar
format and also includes the trailing months and forward –looking 6 months. Distribution rights include all
Subscribers. This report will be posted on Inntopia’s DestiMetrics web portal and will be accessible by all
Subscribers. Annual Price: $3,142 subject to participation in the RAO (2.1) above, and under the same terms
and conditions.
1.3 Custom Fill Analysis Report: Similar to the fill analysis included in the above RAO, this report breaks
down the percentage of occupancy by the month it was booked for each arrival month of occupancy for the
past six (6) months. Note: Participation in the standard RAO Report (2.1) is required. Annual Price: $900
for two (2) seasonal reports with data as of 4/30/21 and 10/31/21.
• Publication: This report will be posted on Inntopia’s DestiMetrics web portal and will be accessible
by all Subscribers, unless otherwise requested.
• Data will include Aspen & Snowmass combined in one data point.
2. DAILY OCCUPANCY REPORT SET: This report set is best suited to monitor overall resort occupancy of all
guests (paid and unpaid), based on an aggregation of the advanced reservation data (at a daily level of
granularity), from all reporting Client-Properties on (at least) a monthly basis, and more frequently upon
agreement. Reports are available through the Inntopia secure web portal and include several configuration
options described below.
Job # Page 8 of 14 Client (Initial)
2.1 Daily Occupancy Report (DOR): The standard DOR report shows the results at a daily level of granularity,
in line chart format and includes previous year-to-date and previous year actual data when sufficient data
exists. It then depicts percentage change of current year to previous year occupancy, and net pacing change
since the previous report. Data is presented in line chart format and includes 4 views of the resulting data,
including i) a 12-month view including 6 months forward looking and trailing 6 months. ii) fixed winter
season: November – April, iii) fixed summer season: May – October. iv) a short-view of the upcoming 60 days
of occupancy in bar chart format. Annual Price: $10,089 per year.
• 2.2 Report for Retailers (60 day short-view) Distribution: This report depicts occupancy for the forward
looking 60 days in bar chart format and displays occupancy for the current year and the previous year. While
access to this report is included in the DOR (page 5) this option allows for further distribution than the DOR
allows. The Report for Retailers will be provided in a separate PDF and allows for unlimited distribution to
retail community and/or Client constituents. Annual Price: Included.
Publication: This report will be emailed each month to the designated Client(s) listed here: Danita Dempsey
TOTAL PACKAGE PRICE: 1 Year Agreement $22,423
Job # Page 9 of 14 Client (Initial)
This Participating Property Subscription Agreement is part of a master agreement between Sterling Valley
Systems, Inc. dba Inntopia (”Inntopia”) and XXXXXXXX (“Client”), with Services (as identified below) beginning
on XXXX, 2017 (“Service Start Date”) and continuing through XXXXXX (“Service End Date”). The master
Agreement includes certain rights and obligations that are made available to the Client’s participating lodging
management companies (“Client-Properties”), subject to the terms and conditions described herein. The
Client, their participating properties (“Client-Properties”) along with their designated and authorized staff are
collectively referred to herein as Subscribers.
This confirms my organization’s participation in Inntopia’s DestiMetrics destination/lodging research
program (“Program”) as a participating property (“Property”) and I agree that:
1. Participation - Data Submission: I will contribute to the Program’s data set by submitting my
Property performance data in a manner that is compliant with Inntopia’ data definitions, standards
and calendar and that my data submission exempts my property from fees normally associated with
research of this sort.
2. Program Support: By participating in this program, I am contributing to a larger destination-lodging
research fact base, the results of which are made more valuable to all participants by more/broader
participation. I understand the value of more/broader participation and will take such initiatives to
encourage program participation, as I feel are reasonable and appropriate.
3. Resulting Reports: As a compliant data submitting property, identified Subscribers at my property
will receive those reports, resulting from the data I am submitting, and may also include other
reports being produced as part of the Program. Once established, I may purchase additional property
specific products and services directly from Inntopia on an a la carte basis.
4. Confidential Information: I understand that Inntopia will treat all data provided by participating
Properties, as CONFIDENTIAL INFORMATION, until aggregated with other similar data and
indistinguishable as a result. Aggregated Reports will be produced and posted to Inntopia’
DestiMetrics Secure web portal and made available to participating Properties, and their
participating Destinations, as per Inntopia standard procedure.
5. Report Confidentiality: I understand the Program reports are CONFIDENTIAL INFORMATION, not for
further reproduction or distribution outside my organization.
6. Responsibility: All Program participants understand and acknowledge that Inntopia’ reports are
based on data provided by participating program Properties and while Inntopia will use its best
efforts to assure the accuracy of the data and resulting reports, it cannot be held responsible either
for accuracy of the resulting reports or any decisions made as a result.
Understood and Agreed,
Key Contact Signature: Date:
ATTACHMENT C
Destination/Lodging Research Program
Participating Property Subscription Agreement
Job # Page 10 of 14 Client (Initial)
Please print clearly
Resort / Destination Name:
Property Name:
Management /Parent Company Name:
Property type (check all that apply if multiple categories):
Hotel / Motel Property Management firm
Bed and breakfast Timeshare / fractional ownership property
Condo / Condo hotel Other:
Property Management Software System / Version:
Number of accommodations units* currently in property inventory:
*Note: A “unit” is any single hotel/motel room, studio, condominium, or single family house, regardless of the number
of bedrooms, beds, or capacity. Lock off units should be counted at their maximum rental capacity (“keys”). For
example, a portfolio of 100 condos should be counted as 100 “accommodations units”. Please count only those units
which are in your short-term rental pool.
Please print clearly
Address (Mailing):
Street PO Box City
State Zip Code
Property Phone # Fax:
ATTACHMENT C
Destination/Lodging Research Program
Participating Property Subscription Agreement
Job # Page 11 of 14 Client (Initial)
Name:
Email address:
Contact Names:
1. Key/Main Contact:
Email Address: Phone Number:
2. Designated Data Submitter (if different)
Email address: Phone number:
3. Additional Persons to include on monthly report distribution list:
ATTACHMENT C
Destination/Lodging Research Program
Participating Property Subscription Agreement
Job # Page 12 of 14 Client (Initial)
Municipal Addendum 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 Client, its officials, employees, contractors, or
agents, or any other person acting on behalf of the Client 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.
2. Affirmative Action: Inntopia will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. Inntopia 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.
3. 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 Inntopia. 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.
4. Article X, Section 20 (TABOR): The parties understand and acknowledge that Avon is subject to Article X, Section
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 Avon are expressly dependent and
conditioned upon the continuing availability of funds beyond the term of the Avon s current fiscal
period ending upon the next succeeding December 31. Financial obligations of Avon 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 Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated.
5. 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.
6. 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.
7. Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this
Agreement shall not be assigned by Inntopia without the express written consent 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 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.
Job # Page 13 of 14 Client (Initial)
8. 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.
9. Incorporation of Documents: Unless otherwise stated in this Agreement, all exhibits, applications, or documents
referenced in this Agreement, shall be incorporated into this Agreement for all purposes. In the event of a conflict
between any incorporated exhibit and this Agreement, the provisions of this Agreement shall govern and control.
10. Employment of or Contract with Illegal Aliens: Inntopia shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement. Inntopia 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, Inntopia 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 Inntopia 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 Inntopia 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 Inntopia obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an illegal alien, the Inntopia shall be required to notify the subcontractor and Avon within three (3) days that the Inntopia has actual knowledge that a
subcontractor is employing or contracting with an illegal alien. The Inntopia 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 Inntopia’s actual knowledge. The Inntopia 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 Inntopia 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 Inntopia violates this provision, Avon may terminate this Agreement, and the Inntopia may be liable for actual and/or consequential damages incurred by Avon, notwithstanding any limitation
on such damages provided by such Agreement.
11. Non-Liability of Avon for Indirect or Consequential Damages or Lost Profits: The parties agree that Avon shall
not be liable for indirect or consequential damages, including lost profits that result from Avon s declaration that
the Inntopia is in default of the Agreement, so long as Avon acts in good faith.