Loading...
22.06.01 MA BCRC Parking Lot License Agreement DEN-72403-1 PARKING LOT LICENSE AGREEMENT THIS PARKING LOT LICENSE AGREEMENT (this “Agreement’’), made effective as of the _____ day of March, 2022, is between TOWN OF AVON, (“LICENSEE”) and BEAVER CREEK RESORT COMPANY OF COLORADO, a Colorado non-profit corporation (“BCRC”). RECITALS A. BCRC is the manager of certain real property known as the Big Bear Parking Lot located within the Beaver Creek Resort, Colorado, and more fully described on EXHIBIT A attached hereto and made a part hereof by this reference (the “Premises”). B. LICENSEE desires to conduct overflow parking from 9:00 a.m. to 10:00 p.m. with no overnight parking at the Premises during the following 2022 Town events (the “Events”): • Sunday, July 3rd – Salute to the USA 3:00 to 10:30 p.m. • July 22 – 24: Avon Arts Celebration 10:00 a.m. to 5:00 p.m. • July 29 – 31: Avon Arts Celebration 10:00 a.m. to 5:00 p.m. • August 12 – 14: Circus Colorado and Vail Valley Brew-Au 10:00 a.m. to 9:00 p.m. • Sept. 5: Summer’s End Concert 3:00 p.m. to 8:00 p.m. • October 8: Man of the Cliff 10:00 a.m. to 7:00 p.m. AGREEMENT In consideration of the Recitals, terms, covenants and conditions contained herein and the respective benefits to be derived by the parties in general, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant and License to Use. Subject to the terms, covenants and conditions set forth in this Agreement, BCRC hereby grants a license to LICENSEE and its employees, contractors, agents and invitees to use and possess the Premises during the Term (defined below) of this Agreement as more specifically described on EXHIBIT B attached hereto and during the days as noted thereon (the “Event Days”), for overflow parking. The overflow parking shall be the only authorized use of the Premises. 2. Term. The Term of this Agreement (the “Term”) shall commence on June 1, 2022 and shall expire at midnight on October 11, 2022 unless sooner terminated pursuant to the terms of this Agreement. 3. License Fee and Miscellaneous Expenses Associated with the Premises. (a) LICENSEE shall pay to BCRC a total license fee of four hundred dollars per day ($400.00), a total of four thousand eight hundred dollars ($4,800.00) for twelve days. Such license fee shall be due and payable upon execution of this Agreement at the offices of BCRC at 26 Avondale Road, Suite 118C, Beaver Creek, Colorado, or PO Box 5390, Avon, CO 81620. (b) No construction activity will be allowed in the Bear Lot as part of this agreement. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E 3/31/2022 DEN-72403-1 2 4. Additional Obligations. (a) LICENSEE shall pay any and all costs associated with the rental and installation of generators and portable toilets, including but not limited to transporting the generators and portable toilets to and from the Premises. (b) At the conclusion of each Event Day, LICENSEE shall clean up the Premises and surrounding area. If BCRC is required to clean up the Premises, then all costs BCRC or Vail Resorts, Inc. incurs in cleaning up and restoring the Premises, including labor charged at BCRC or VR rates, shall be billed to LICENSEE and LICENSEE agrees to promptly pay such costs. (c) LICENSEE shall contractually obligate any subcontractor retained by LICENSEE to comply with the terms of this Agreement, any permits issued with respect to the event, and with all laws, rules, regulations, ordinances and orders applicable to the service and sale of liquor and beverages and other concession services at the Premises. (d) LICENSEE shall not use or permit the Premises to be used in any manner that shall interfere with or disturb the use and enjoyment of any owner, tenant, occupant or other person of or on property located near the Premises whether on account of noise, trash, odors or otherwise; provided, however, that LICENSEE shall not be responsible for the intentional or willful and wanton misconduct of any third-party. (e) LICENSEE shall keep the Premises in a neat, clean and sanitary condition at all times during the Term of this Agreement. (f) LICENSEE shall arrange and be solely responsible for, and pay for all costs associated with, any security, enforcement, trash, pedestrian facilitation, parking operational support, and way finding. (g) There shall be NO camping or overnight parking on the Premises. Vehicles found in the lot overnight may be booted. 5. Maintenance and Utilities. LICENSEE covenants that during the Event Days, the maintenance and repair of the Premises shall be the responsibility of LICENSEE, at LICENSEE’s own cost and expense, and shall include, without limitation, snow removal, security, trash removal, permits and fees. 6. Alterations by LICENSEE. LICENSEE shall make no alterations, additions or improvements in or to the Premises without BCRC’s prior written approval and consent for items and or improvements other than those shown on EXHIBIT C attached hereto and incorporated herein by this reference. Any such work shall be performed in a good and workmanlike manner and LICENSEE shall keep the Premises free and clear of all liens on account of work done for LICENSEE. LICENSEE shall require lien waivers from all subcontractors. Should the Premises be liened at any time, LICENSEE shall immediately bond around the lien and reimburse BCRC for any expenses related to the lien (included but not limited to reasonable attorney’s fees and costs). For the Term of this Agreement, BCRC specifically approves and consents to LICENSEE’s temporary placement of the Facilities on the Premises as described on EXHIBIT D. 7. Insurance. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 3 (a) During the Term of this Agreement, LICENSEE shall maintain, at its sole cost and expense, the following policies of insurance: (i) Commercial general liability insurance in an occurrence format in an amount of $1,000,000 per occurrence, including the following coverages: contractual liability, personal injury, broad form property damage, and independent contractors insurance. Such policies shall include a provision requiring a minimum of thirty (30) days’ notice to BCRC and Vail Resorts, Inc. of any change or cancellation. BCRC and Vail Resorts, Inc. shall be named as an additional named insured as its interests may appear on this policy. (ii) Comprehensive automobile liability insurance on all vehicles used in connection with this Agreement, in an amount of $1,000,000 combined single limits for bodily injury and property damage, per occurrence. LICENSEE shall legally obligate its subcontractors, either contractually or otherwise, to obtain identical coverage. BCRC and Vail Resorts, Inc. shall be named as an additional insured as their interests may appear on LICENSEE’s and any subcontractor’s policies. (b) During the Term of this Agreement, LICENSEE shall maintain, at its sole cost and expense, premises operations insurance. Such policies shall include a provision requiring a minimum of thirty (30) days’ notice to BCRC and Vail Resorts, Inc. of any change or cancellation. BCRC and Vail Resorts, Inc. shall be named as an additional named insured as its interests may appear on this policy. (c) On or before June 1, 2022, LICENSEE shall provide to BCRC and Vail Resorts, Inc. certificates of insurance evidencing its policies. If any services are subcontracted, LICENSEE shall similarly require the subcontractor to provide insurance as described above. 8. Quiet Enjoyment. BCRC covenants and agrees with LICENSEE that upon LICENSEE observing and performing all the terms, covenants and conditions of this Agreement on LICENSEE’s part to be observed and performed, BCRC shall not, subject to Section 11 below, disturb LICENSEE’s peaceable and quiet enjoyment of the Premises during the Term of this Agreement. 9. Acceptance of Premises. LICENSEE accepts the premises in an “as is” condition. 10. BCRC Access to Premises. BCRC and its agents shall have the right to enter the Premises at all times to examine them, to show the Premises to prospective purchasers, mortgagees, or lenders, and to make and perform such maintenance or repairs as BCRC may deem necessary or desirable, on the conditions that BCRC shall use all reasonable efforts to conduct such activities on non-Event Days and to minimize interference with the Event, the Premises and the Facilities. Furthermore, BCRC and its agents shall have the right to use the Premises on non-event AND EVENT days for any purpose that will not interfere with LICENSEE’s use of the Premises on Event Days. Further, absent a formal assignment of this Agreement, any new owner of the Premises shall also have the right of entry; provided, however, any such new owner shall be subject to the convents and conditions contained herein. 11. Assignment and Subletting. (a) LICENSEE shall not assign, convey, record, mortgage, hypothecate or encumber this Agreement at any time during the Term hereof without the prior written consent of BCRC. (b) BCRC may assign, convey, record, mortgage, hypothecate or encumber its rights and obligations under this Agreement at any time during the Term hereof without the prior written consent of LICENSEE. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 4 12. Default. If LICENSEE neglects or fails to perform or observe any of the terms or covenants herein contained on the part of LICENSEE to be performed or observed, and LICENSEE fails to remedy such default within five (5) business days after receiving written notice specifying such neglect or failure (or such shorter period as is reasonable in the case of an emergency, or within such period, if any, as may be reasonably required to cure such default if it is of such nature that it cannot be cured within such 5-day period, provided that LICENSEE commences to remedy such default within such 5-day period and proceeds with reasonable diligence thereafter to cure such default), LICENSEE shall be in default of this Agreement. 13. Remedies. If LICENSEE shall default under this Agreement as set forth in Section 12, BCRC shall have all remedies at law and/or equity, including but not limited to BCRC’s right to terminate this Agreement, re-enter and take possession of the Premises and/or pursue any statutorily mandated court proceeding. All remedies shall be cumulative and the exercise of one remedy shall not be deemed to have been an election of remedies by BCRC to the exclusion of any other remedies available. 14. Termination. Either party may terminate this Agreement at any time for any reason upon thirty (30) days prior notice. 15. End of Term. At the expiration of or earlier termination of this Agreement, LICENSEE agrees to quit and surrender the Premises to BCRC in as good order and condition as of the commencement date hereof, normal wear and tear excepted, with all temporary improvements thereon, specifically including the Facilities, removed. 16. Indemnity. To the extent permitted by law, LICENSEE agrees to indemnify, defend and hold harmless BCRC and Vail Resorts, Inc., their subsidiaries and affiliates, and their respective agents, officers, directors, servants and employees of and from any and all costs, expenses (including without limitation reasonable attorneys’ fees), liability, claims, liens, demands, actions and causes of action whatsoever arising out of or related to any loss, cost, damage or injury, including death of any person or damage to property of any kind, which damage, loss or injury is caused by the intentional or negligent acts, errors or omissions of LICENSEE, its subcontractors or any person directly or indirectly employed by them, or any of them, while engaged in any activity on or associated with the Event, the Facilities, the Related Activities and/or the Premises. 17. Waiver of Subrogation. LICENSEE waives all rights of recovery against BCRC and Vail Resorts, Inc., or the officers, directors, employees and agents of BCRC and Vail Resorts, Inc., for loss of or damage to such waiving party of its property or the property of the other under its control, arising from any cause insured against under the standard form of fire insurance policy (with all permissible extension endorsements covering additional perils) or under any other policy of insurance carried by such waiving party in lieu thereof. 18. Notice. Any notice, demand or communication which either party may desire or be required to give to the other party shall be in writing and shall be deemed sufficiently given or rendered if delivered personally or sent by federal express, or other nationally recognized overnight courier, postage prepaid, addressed as follows: If to BCRC: Beaver Creek Resort Company of Colorado P.O. Box 5390 Avon, CO 81620 Attention: Elizabeth Jones If to LICENSEE: Town of Avon P.O. Box 975 DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 5 Avon, CO 81620 Attention: Danita Dempsey Either party shall have the right to designate in writing, served as provided above, a different address to which any notice, demand or communication is to be mailed. 19. No Partnership/Employment. Notwithstanding anything contained herein to the contrary, BCRC shall not in any way or for any purpose become principal(s) or partner(s) of LICENSEE in the conduct of its business, or otherwise, or a joint venture or member of a joint enterprise with LICENSEE hereunder nor shall anything in this Agreement be considered to create a relationship of employer- employee, principal-agent or master-servant between or among the parties. 20. Preparation of the Premises. (a) LICENSEE shall prepare the Premises in accordance with the map, attached hereto as EXHIBIT D. (b) Upon expiration of this Agreement, LICENSEE, at its sole expense, agrees to reimburse expenses incurred to return the property to the original condition. If LICENSEE shall fail to complete the work, BCRC shall perform the work and back charge LICENSEE for all reasonable costs associated with this operation and shall be entitled to a 15% management fee to perform said work. 21. Parking. (a) Parking for the Event shall be on the Premises as set forth in the map, attached hereto as EXHIBIT D. LICENSEE shall also employ attendants to supervise the parking site on Event Days. (b) LICENSEE personnel shall further ensure that parking in designated locations is strictly enforced on Event Days and prohibit Event patrons, LICENSEE's employees or agents from parking in other areas. 22. Traffic. It is a condition of this Agreement that all traffic exiting the Premises on Event Days shall be directed to depart via highway 6. Dial-a-Ride and other shuttle traffic shall be excluded from this obligation. 23. Fuel Station. LICENSEE is aware that there is a Vail Resorts fuel station on the Premises. LICENSEE shall be responsible for any costs associated therewith, if any, arising out of or related to LICENSEE’S use thereof and agrees to the extent permitted by applicable law to indemnify and hold BCRC harmless from any injury resulting from the intentional or negligent acts of LECENSEE’s employees or agents with respect to the special condition. 24. Snow Removal. Vail Resorts will conduct snow removal on premises. All vehicles must be removed following event. Failure to do so may result in towing at the owner’s expense. 25. Miscellaneous. (a) Severability. If any clause or provision of this Agreement shall be held to be invalid in whole or in part, then the remaining clauses and provisions, or portions thereof, shall nevertheless be and remain in full force and effect. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 6 (b) Amendment. No amendment, alteration, modification of or addition to this Agreement shall be valid or binding unless expressed in writing and signed by the parties to be bound thereby. (c) Captions. The captions of each section are added as a matter of convenience only and shall be considered of no effect in the construction of any provision of this Agreement. (d) Attorneys’ Fees. Should either party have to enforce this Agreement at any time, the non-breaching party shall be entitled to recover against the breaching party all court costs, disbursements and reasonable attorneys’ fees. (e) Governing, Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado. Exclusive jurisdiction and venue for any legal proceedings related to this Agreement shall be in the District Court for Eagle County, Colorado or in the United States District Court for the District of Colorado. (f) Survival. Any and all warranties, provisions, rights and obligations of the parties herein described and agreed to be performed subsequent to the termination of this Agreement shall survive the termination of this Agreement. (g) Time. Time is of the essence with respect to the performance of each of the covenants and agreements herein set forth. (h) Review. The parties and their respective counsel have reviewed this Agreement in its entirety and acknowledge that each has had a full opportunity to negotiate the Agreement’s terms. Therefore, the parties expressly waive any and all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the Agreement’s drafter, and agree and affirm that the Agreement and all provisions thereof shall in all cases he construed as a whole, according to the fair meaning of the language used. (i) Waiver. Failure to insist upon strict compliance with any of the terms, covenants and conditions hereof shall not be deemed a waiver of such terms, covenants and conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be valid unless in writing and signed by an authorized officer of BCRC or LICENSEE, as applicable. (j) Counterparts; Facsimile; Transmission. This Agreement may be executed by pdf and/or in any number of counterparts, any or all of which may contain the signatures of less than all the parties, and all of which shall be construed together as but a single instrument and shall be binding on the parties as though originally executed on one originally executed document. All pdf counterparts shall be promptly followed with delivery of original executed counterparts. 26. Authority. This Agreement constitutes a valid and binding agreement of the parties, enforceable against each in accordance with its terms. To the extent the parties are not natural persons, the persons executing this document on such party’s behalf have actual power and authority to bind the corporation or other entity and to execute and deliver this Agreement. 27. Entire Agreement. This Agreement, including all exhibits and addenda, contains the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes any and DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 7 all prior agreements, proposals, negotiations and representations pertaining to the services to be performed hereunder. 28. Addendum A. Addendum A attached hereto is hereby incorporated into and made a part of this Agreement. As used in the Addendum, Producer shall mean BCRC. IN WITNESS WHEREOF, the parties hereto have executed this Agreement day and year first set forth above. TOWN OF AVON, COLORADO, A Home Rule Municipality By: Name: Title: BEAVER CREEK RESORT COMPANY OF COLORADO, a Colorado non-profit corporation By: Name: Elizabeth Jones Title: Deputy Director DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E Danita Dempsey CASE Manager DEN-72403-1 EXHIBIT A Attached to and forming part of a Parking Lot License Agreement THE PREMISES BIG BEAR LOT “Big Bear Lot” Parking area, south of intersection of Hwy 6 and Prater Road, Avon, Colorado. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 EXHIBIT B (Attached to and forming part of a Parking Lot License Agreement between BCRC and Town of Avon) DETAILS OF EVENT Events list: 1. Sunday, July 3rd – Salute to the USA 3:00 to 10:30 p.m. 2. July 22 – 24: Avon Arts Celebration 10:00 a.m. to 5:00 p.m. 3. July 29 – 3: Avon Arts Celebration 10:00 a.m. to 5:00 p.m. 4. August 12 – 14: Circus Colorado and Vail Valley Brew-Au 10:00 a.m. to 9:00 p.m. 5. Sept. 5: Summer’s End Concert 3:00 p.m. to 8:00 p.m. 6. October 8: Man of the Cliff 10:00 a.m. to 7:00 p.m. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 EXHIBIT C (Attached to and forming part of the Parking Lot License Agreement between BCRC and Town of Avon) TEMPORARY ALTERATIONS, ADDITIONS AND IMPROVEMENTS The following temporary alterations, additions and improvements are being made to the Premises in the locations show on Exhibit D to this agreement: Alterations are NOT approved by BCRC for any of the Events. Overnight parking or camping is NOT permitted at any time. General public and other BCRC or Vail Resorts lot usage may take place at the same time as the event. List and outline items (i.e. Banners, portable tents, temporary fencing, starting and finish gates for races, staging areas, food vendors, portable toilets, etc.) None allowed. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E DEN-72403-1 EXHIBIT D (Attached to and forming part of the Parking Lot License Agreement between BCRC and Town of Avon ) THE FACILITIES BCRC is approving overflow parking only on the Big Bear Lot premises. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E ADDENDUM A: MUNICIPAL PROVISIONS. A.1. Addendum A Controls: In the event the terms and conditions of this Addendum A conflict in whole or in part with the terms and conditions of the Agreement, the terms and conditions of this Addendum A shall control. A.2. 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 Avon, its officials, employees, contractors, or agents, or any other person acting on behalf of Avon 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.3. Affirmative Action: Producer will not discriminate against any employee or sub- contractor for employment because of race, color, religion, sex, or national origin. Producer 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.4. Article X, Section 20/TABOR: The Parties understand and acknowledge that Avon 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 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 Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. A.5. Employment of or Contracts with Workers without authorization. This paragraph shall apply to all Contractors whose performance of work under this Agreement does not involve the delivery of a specific end product other than reports that are merely incidental to the performance of said work. This paragraph shall not apply to any services falling under the exceptions provided for in C.R.S. 8-17.5-101(b)(I)-(V). Contractor shall not DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E knowingly employ or contract with a worker without authorization 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 workers without authorization. By entering into this Agreement, Contractor certifies as of the date of this Agreement it does not knowingly employ or contract with a worker without authorization 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 a worker without authorization, the Contractor shall be required to notify the subcontractor and the Town within three (3) days that the Contractor has actual knowledge that a subcontractor is employing or contracting with a worker without authorization. The Contractor shall terminate the subcontract if the subcontractor does not stop employing or contracting with the worker without authorization 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 a worker without authorization. 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.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. Avon’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 Avon except in writing. 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 Producer’s remedies for any claims asserted against Avon 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, consequential, or punitive 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 Producer. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E 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. 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. Other than this Addendum A, which shall trump all other documents, 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 Producer 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 Producer from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. A.13. 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. DocuSign Envelope ID: 12173017-82AB-49D9-B8FB-088D95DA481E