25.12.16 PSA Sterling Valley Systems, Inc. dba InnotopiaOutside Interactive, Inc.; effective December 16, 2025 Page 1 of 18
2025 Professional Service Agreement
For Inntopia (Destimetrics) Services
Destination Travel Research Program
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) dated as of December 16, 2025, is
entered into by and between Sterling Valley Systems, Inc. dba Innotopia, a corporation of the State of
Vermont, whose business address is 782 Mountain Rd, Stowe, VT 05672 (“Contractor”) and the Town of
Avon, Colorado, a home rule municipality of the State of Colorado (“Town” and, together with the
Contractor, “Parties”).
RECITALS AND REPRESENTATIONS
WHEREAS, the Town desires to have performed certain professional services as described in this
Agreement; and
WHEREAS, the Contractor represents that the Contractor has the skill, ability, and expertise to perform the
services described in this Agreement and within the deadlines provided by the Agreement; and
WHEREAS, the Town desires to engage the Contractor to provide the services described in this Agreement
subject to the terms and conditions of the Agreement.
NOW, THEREFORE, in consideration of the benefits and obligations of this Agreement, the Parties mutually
agree as follows:
1. SERVICES AND CONTRACTOR PERFORMANCE
1.1. Services and Work Product. As directed by and under the supervision of the Town Manager for
the Town of Avon, the Contractor shall provide the Town with the services described in Exhibit A,
attached hereto and incorporated herein (“Services”). For purposes of this Agreement, “Work Product”
shall consist of the deliverables created by Contractor for the Town of Avon as specifically identified in
Exhibit A.
1.2. Changes to Services. At any time, the Town may request a change or changes in the Services.
Any changes that are mutually agreed upon between the Town and the Contractor shall be made in writing
and upon execution by both Parties shall become an amendment to the Services described in this
Agreement. To be effective, any written change must be signed by the Contractor and by the Avon Town
Council (“Town Council”).
1.3. Independent Contractor. The Contractor shall perform the Services as an independent
contractor and shall not be deemed by virtue of this Agreement to have entered into any partnership, joint
venture, 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,
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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.
1.4. Standard of Performance. In performing the Services, the Contractor shall use that degree of
care, skill, and professionalism ordinarily exercised under similar circumstances by members of the same
profession practicing in the State of Colorado. Contractor represents to the Town that the Contractor is,
and its employees performing such Services are, properly licensed and/or registered within the State of
Colorado for the performance of the Services (if licensure and/or registration is required by applicable law)
and that the Contractor and employees possess the skills, knowledge, and abilities to competently, timely,
and professionally perform the Services in accordance with this Agreement.
1.5. Patent Indemnification. Contractor shall indemnify, defend and hold Town harmless from any
and all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for
actual or asserted infringement or actual or asserted appropriation or use by Town of trade secrets,
proprietary information, know-how, copyright rights, or patented inventions included in any design or
specification furnished by Contractor or arising from the use or sale of materials, equipment, methods,
processes, designs, and information, furnished by Contractor in connection with the Services. Contractor
shall include the foregoing indemnification provision as a term of each agreement utilized by it in the
performance of its work which shall extend expressly from the vendor or subcontractor to Town.
1.6. Safety. When and to the extent that Contractor or any of its employees, agents, or subcontractors
are working under the terms of this Agreement, Contractor will comply, and cause all its employees,
agents, and subcontractors to comply, with applicable safety rules and security requirements.
1.7. Qualified Personnel. Contractor will make available all qualified Contractors, drafters, technical
and clerical personnel necessary to fulfill its obligations under this Agreement. Prior to commencement of
work, Contractor will provide Town with the names of all Contractor personnel and their then current hourly
rates, if applicable, whose services are to be employed in performance of the Services. Removal or re-
assignment of personnel by Contractor will only be done with prior written approval of Town.
1.8. Removal of Personnel by Town. Town may, in its discretion, require Contractor to dismiss from
performance of the Services any personnel of Contractor or any subcontractor for any reason, effective
upon written notice from Town of such dismissal. Town will not be required to pay salary, or any other
costs associated with dismissed personnel effective upon Contractor’s receipt of notice to dismiss from
Town.
1.9. Representations and Warranties. Contractor represents and warrants that the Services will be
performed in a manner consistent with other reasonable professionals providing similar services under
similar circumstances. Contractor will complete the Services in accordance with the Agreement and
applicable United States laws, regulations, ordinances, and codes in existence at the time the Agreement is
executed.
1.10. Maintenance of and Access to Records. Contractor will maintain detailed records of all matters
relating to the Services during the term of the Agreement and for a period after its cancellation or
termination of not less than one (1) year. During the term of the Agreement and for a period of one (1) year
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thereafter, Town will have the right to copy and audit during regular business hours all records related to
the Services, whether created before, during, or after the termination of this Agreement. Access to such
records will be provided to Town at no cost.
1.11. Colorado Open Records Act. The parties understand that all material provided or produced
under this Agreement may be subject to the Colorado Open Records Act, § 24-72-201, et seq., C.R.S. In
the event of the filing of a lawsuit to compel such disclosure, the Town shall inform the Contractor and will
tender all such material to the court for judicial determination of the issue of disclosure and the Contractor
agrees to intervene in such lawsuit to protect and assert its claims of privilege and against disclosure of
such material or waive the same
1.12. Disclosure of Adverse Information. Contractor will promptly disclose to Town any and all
information which Contractor may learn, or which may have a material adverse impact on the Services or
the Work Product or Town’s ability to utilize the Work Product in the manner and for the purpose for which
the Work Product is intended.
2. COMPENSATION
2.1. Commencement of and Compensation for Services. Following execution of this Agreement by
the Town, the Contractor shall be authorized to commence performance of the Services as described in
Exhibit A subject to the requirements and limitations on compensation as provided by this Section 2.0
COMPENSATION and its Sub-Sections.
A. For Time and Materials Task Orders. The CONTRACTOR shall perform the Services and shall
invoice the TOWN for work performed based on the rates described in Exhibit C.
B. Reimbursable Expenses. The following shall be considered “Reimbursable Expenses” for
purposes of this Agreement and may be billed to the Town without administrative mark-up but
which must be accounted for by the Contractor and proof of payment shall be provided by the
Contractor with the Contractor’s monthly invoices:
• Vehicle Mileage (billed at not more than the prevailing per-mile charge permitted by the Internal
Revenue Service as a deductible business expense)
• Printing and Photocopying Related to the Services
• Charges incidental to securing needed information (e.g., charges imposed to obtain recorded
documents)
• Postage and Delivery Services
• Lodging and Meals (only with prior written approval of the Town as to dates and maximum
amount permitted)
C. Non-reimbursable Costs, Charges, Fees, or Other Expenses. Any fee, cost, charge, penalty,
or expense incurred by the Contractor not otherwise specifically authorized by this Agreement shall
be deemed a non-reimbursable cost and shall be borne by the Contractor and shall not be billed or
invoiced to the Town and shall not be paid by the Town.
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D. Increases in Compensation or Reimbursable Expenses. Any increases or modification of
compensation or Reimbursable Expenses shall be subject to the approval of the Town and shall be
made only by written amendment of this Agreement executed by both Parties.
2.2. Payment Processing. The Contractor shall submit invoices and requests for payment in a form
acceptable to the Town. Invoices shall not be submitted more often than once each month unless
otherwise approved by this Agreement or in writing by the Town. Unless otherwise directed or accepted by
the Town, all invoices shall contain sufficient information to account for all Contractor time (or other
appropriate measure(s) of work effort) and all authorized Reimbursable Expenses for the Services during
the stated period of the invoice. Following receipt of a Contractor’s invoice, the Town shall promptly review
the Contractor’s invoice.
2.3. Town Dispute of Invoice or Invoiced Item(s). The Town may reasonably dispute any Contractor
time, Reimbursable Expense, and/or compensation requested by the Contractor described in any invoice
and may request additional information from the Contractor substantiating any and all compensation sought
by the Contractor before accepting the invoice. When additional information is requested by the Town, the
Town shall advise the Contractor in writing, identifying the specific item(s) that are in dispute and giving
specific reasons for any request for information. The Town shall pay the Contractor within forty-five (45)
days of the receipt of an invoice for any undisputed charges or, if the Town disputes an item or invoice and
additional information is requested, within thirty (30) days of acceptance of the item or invoice by the Town
following receipt of the information requested and resolution of the dispute. Notwithstanding the foregoing,
any undisputed charges within the same invoice as disputed charges shall be timely paid in accordance
with this Agreement. Payment by the Town shall be deemed made and completed upon hand delivery to
the Contractor or designee of the Contractor or upon deposit of such payment or notice in the U.S. Mail,
postage prepaid, addressed to the Contractor.
3. CONTRACTOR’S GENERAL RESPONSIBILITIES
3.1. The Contractor shall become fully acquainted with the available information related to the Services.
The Contractor is obligated to affirmatively request from the Town such information that the Contractor,
based on the Contractor’s professional experience, should reasonably expect is available and which would
be relevant to the performance of the Services.
3.2. The Contractor shall perform the Services in accordance with this Agreement and shall promptly
inform the Town concerning ambiguities and uncertainties related to the Contractor’s performance that are
not addressed by the Agreement.
3.3. The Contractor shall provide all the Services in a timely and professional manner.
3.4. The Contractor shall promptly comply with any reasonable written Town request from the Town or
any of the Town’s duly authorized representatives to reasonably access and review any books, documents,
papers, and records of the Contractor that are pertinent to the Contractor’s performance under this
Agreement for the purpose of the Town performing an audit, examination, or other review of the Services.
3.5. The Contractor shall comply with all applicable federal, state, and local laws, ordinances,
regulations, and resolutions.
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3.6. The Contractor shall be responsible at the Contractor’s expense for obtaining, and maintaining in a
valid and effective status, all licenses and permits necessary to perform the Services unless specifically
stated otherwise in this Agreement.
4. TERM AND TERMINATION
4.1. Term. The provision of services under this Agreement shall commence on December 16, 2025
(the “Effective Date”) and will terminate on October 31, 2026 (cumulatively, the “Term”); provided,
however, under no circumstances will the Term exceed the end of the current Town Fiscal year (January 1
– December 31). Upon expiration of the initial term, this Agreement shall automatically renew for
successive one (1) year terms under the same terms and conditions. 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.
4.2. Continuing Services Required. The Contractor shall perform the Services in accordance with
this Agreement commencing on the Effective Date until such Services are terminated or suspended in
accordance with this Agreement. The Contractor shall not temporarily delay, postpone, or suspend the
performance of the Services without the written consent of the Town Council.
4.3. Town Unilateral Termination. This Agreement may be terminated by the Town for any or no
reason upon written notice delivered to the Contractor at least ten (10) days prior to termination. In the
event of the Town’s exercise of the right of unilateral termination as provided by this paragraph:
A. Unless otherwise provided in any notice of termination, the Contractor shall provide no further
services in connection with this Agreement after receipt of a notice of termination; and
B. All finished or unfinished documents, data, studies, and reports prepared by the Contractor
pursuant to this Agreement shall be delivered by the Contractor to the Town and shall become the
property of the Town, subject to the ownership restrictions in Section 6.0 of this Agreement; and
C. The Contractor shall submit to the Town a final accounting and final invoice of charges for all
outstanding and unpaid Services and Reimbursable Expenses. For the avoidance of doubt, for any
termination by the Town under this Section 4.3., the Town shall be invoiced for all Services
memorialized in Exhibit A through the remaining term of the Agreement. Such final accounting and
final invoice shall be delivered to the Town within thirty (30) days of the date of termination;
thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor shall
be submitted to or accepted by the Town.
4.4. Termination for Non-Performance. Should a party to this Agreement fail to materially perform in
accordance with the terms and conditions of this Agreement, this Agreement may be terminated by the
performing party if the performing party first provides written notice to the non-performing party which notice
shall specify the non-performance, provide both a demand to cure the non-performance and reasonable
time to cure the non-performance and state a date upon which the Agreement shall be terminated if there is
a failure to timely cure the non-performance. For purposes of this Sub-Section 4.4, “reasonable time” shall
be not less than five (5) business days. In the event of a failure to timely cure a non-performance and upon
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the date of the resulting termination for non-performance, the Contractor shall prepare a final accounting
and final invoice of charges for all performed but unpaid Services and authorized Reimbursable Expenses.
Such final accounting and final invoice shall be delivered to the Town within fifteen (15) days of the date of
termination; thereafter, no other invoice, bill, or other form of statement of charges owing to the Contractor
shall be submitted to or accepted by the Town. Provided that notice of non-performance is provided in
accordance with this Sub-Section 4.4, nothing in this Sub-Section 4.4 shall prevent, preclude, or limit any
claim or action for default or breach of contract resulting from non-performance by a Party.
4.5. Delivery of Notice of Termination. Any notice of termination permitted by this Section 4.0 TERM
AND TERMINATION and its subsections shall be addressed to the persons identified in Section 9.17
herein and at the addresses provided therein or such other address as either party may notify the other of
and shall be deemed given upon delivery if personally delivered, or forty-eight (48) hours after deposited in
the United States mail, postage prepaid, registered or certified mail, return receipt requested.
5. INSURANCE
5.1. Insurance Generally. The Contractor shall obtain and shall continuously maintain during the
Term of this Agreement insurance of the kind and in the minimum amounts specified in this Sub-Section
5.1. The Required Insurance 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”):
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) Dollars for each occurrence and of Two Million Dollars ($2,000,000.00)
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.
C. Where applicable to the Services, comprehensive Automobile Liability insurance with minimum
combined single limits for bodily injury of not less than of One Hundred Thousand Dollars
($100,000.00) each person and each accident and for property damage of not less than Fifty
Thousand Dollars ($50,000.00) each accident with respect to each of the Contractor’s owned, hired
and non-owned vehicles assigned to or used in performance of the Services. The policy shall
contain a severability of interests provision. Such insurance coverage must extend to all levels of
subcontractors. Such coverage must include all automotive equipment used in the performance of
the Agreement, both on the work site and off the work site, and such coverage shall include non-
ownership and hired cars coverage. Such insurance shall be endorsed to name the Town as
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Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as
additional insured parties.
D. Professional Liability (errors and omissions) Insurance with a minimum limit of coverage of One
Million Dollars ($1,000,000.00) per claim and annual aggregate. Such policy of insurance shall be
obtained and maintained for one (1) year following completion of all Services under this
Agreement. Such policy of insurance shall be endorsed to include the Town as an additional
insured.
5.2. Additional Requirements for All Policies. In addition to specific requirements imposed on
insurance by this Section 5.0 INSURANCE and its subsections, insurance shall conform to all of the
following:
A. For Required Insurance and any 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 both Required Insurance and Contractor 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.
5.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously
maintain policies of insurance in accordance with this Section 5.0 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..
5.4. Insurance Certificates. Upon written request from the Town, 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 5.0
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.
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6. OWNERSHIP OF DOCUMENTS
6.1. Work Product is Property of Town. Upon complete payment for services rendered, the Work
Product, as defined in Sub-Section 1.1, shall be deemed work made for hire and made in the course of
Services performed under this Agreement and will be the exclusive property of the Town. Town will have
unlimited right to make, have made, use, reconstruct, repair, modify, reproduce, publish, distribute and sell
the Work Product, in whole or in part, or combine the Work Product with other matter, or not use the Work
Product at all, as it sees fit. Any reuse of the Work Product produced under this Agreement for any
purpose not directly related to this Agreement will be at the sole risk of Town.
6.2. Obligations of Contractor’s Personnel and Subcontractors. Contractor warrants it has
enforceable written agreements with all of its personnel and subcontractors to be involved in performing the
Services that:
A. assign to Contractor ownership of all patents, copyrights, and other proprietary rights created in the
course of their employment or engagement; and
B. obligate such personnel or subcontractors, as the case may be, upon terms and conditions no less
restrictive than are contained in this Section 6.0 OWNERSHIP OF DOCUMENTS, not to use or
disclose any proprietary rights or information learned or acquired during the course of such
employment or engagement including, without limitation, any Work Product, all Contractor property
and any other information pursuant to this Section 6.0 OWNERSHIP OF DOCUMENTS.
6.3. Assignment of Proprietary Rights. To the extent that any title to any Work Product may not, by
operation of law, vest in Town, or such Work Product may not be considered to be work made for hire,
Contractor hereby irrevocably transfers and assigns to Town in perpetuity all worldwide right, title and
interest in and to the patent rights, copyrights, trade secrets, and other proprietary rights in and ownership
of, the Work Product.
6.4. Town Furnished Information. Title to all materials and all documentation furnished by the Town
to Contractor will remain in the Town. Contractor will deliver to the Town any all Work Products and
property, including copies thereof on whatever media rendered, upon the first to occur of:
A. the Town’s written request; or
B. completion of the Services under this Agreement; or
C. termination of this Agreement.
6.5. The Contractor waives any right to prevent its name from being used in connection with the
Services.
6.6. Notwithstanding anything to the contrary in the foregoing Sections 6.1-6.3, the Contractor shall
retain all rights, titles, and interests, including but not limited to all ownership and intellectual property rights,
in all inventions, improvements, discoveries, methodologies, models, formats, software, algorithms,
processes, procedures, designs, specifications, findings, data (including property-level data) and other
intellectual properties developed, gathered, compiled or produced by the Contractor prior to or
independently of any of its services under this Agreement (“Background IP”), including such Background IP
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that the Contractor may employ in the performance of this Agreement, or may incorporate into any part of
the Work Product. Where necessary for the use of the Work Product, or where embedded therein, the
Contractor grants the Town an irrevocable, non-exclusive, transferable, royalty-free license in perpetuity to
use, disclose, and derive from such Background IP, but only as an inseparable part of the Work Product.
Third-party content that may be used or incorporated in the Work Product shall not become the property of
the Town. The Contractor shall secure all licenses necessary to any third-party content incorporated into
the Contractor’s Work Product for the Town to utilize the Contractor’s services and the Work Product for
their intended purposes.
7. CONFLICT OF INTEREST
The Contractor shall refrain from providing services to other persons, firms, or entities that would create a
conflict of interest for the Contractor with regard to providing the Services pursuant to this Agreement. The
Contractor shall not offer or provide anything of benefit to any Town official or employee that would place
the official or employee in a position of violating the public trust as provided by C.R.S. §24-18-109, as
amended, the Avon Town Code of Ethics, as amended or the Town’s ethical principles.
8. REMEDIES
In addition to any other remedies provided for in this Agreement, and without limiting its remedies available
at law, the Town may exercise the following remedial actions if the Contractor substantially fails to perform
the duties and obligations of this Agreement. Substantial failure to perform the duties and obligations of
this Agreement shall mean a significant, insufficient, incorrect, or improper performance, activities, or
inactions by the Contractor. The remedial actions include:
8.1. Suspend the Contractor’s performance pending necessary corrective action as specified by the
Town without the Contractor’s entitlement to an adjustment in any charge, fee, rate, price, cost, or
schedule; and/or
8.2. Withhold payment to the Contractor until the necessary services or corrections in performance are
satisfactorily completed; and/or
8.3. Deny payment for those services which have not been satisfactorily performed, and which, due to
circumstances caused by the Contractor, cannot be performed, or if performed would be of no value to the
Town; and/or
8.4. Terminate this Agreement in accordance with this Agreement.
The foregoing remedies are cumulative and the Town, in its sole discretion, may exercise any or all of the
remedies individually or simultaneously.
9. MISCELLANEOUS PROVISIONS
9.1. 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
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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.
9.2. 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 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.
9.3. 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.
9.4. Americans with Disabilities Act. Contractor understands and agrees that no individual with a
disability shall, on the basis of the disability, be excluded from participation in this contract or from activities
provided for under this contract. As a condition of accepting and executing this contract, the Contractor
agrees to comply with the “General Prohibitions Against Discrimination,” 28 C.F.R. §35.130, and all other
regulations promulgated under Title II of The Americans with Disabilities Act.
9.5. Binding Effect. The Parties agree that this Agreement, by its terms, shall be binding upon the
successors, heirs, legal representatives, and assigns; provided that this Section 9.5 shall not authorize
assignment.
9.6. 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.
9.7. 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 the Town, and other applicable laws. Upon the failure to appropriate such funds, this
Agreement shall be terminated.
9.8. 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
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in the appropriate court for Eagle County, Colorado, and the parties consent and agree to the jurisdiction of
such courts. 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.
9.9. 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.
9.10. 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, provided that such written consent shall not be required in the event of an assignment by
Contractor in connection with a merger, reorganization, acquisition or other transfer of all or substantially all
of Contractor’s assets or voting securities. 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. No assignment shall release the
Contractor from performance of any duty, obligation, or responsibility unless such release is clearly
expressed in such written document of assignment.
9.11. Paragraph Captions. The captions of the paragraphs are set forth only for the convenience and
reference of the Parties and are not intended in any way to define, limit or describe the scope or intent of
this Agreement.
9.12. Integration and Amendment. This Agreement represents the entire and integrated agreement
between the Town and the Contractor and supersedes all prior negotiations, representations, or
agreements, either written or oral. Any amendments to this must be in writing and be signed by both the
Town and the Contractor.
9.13. 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.
9.14. Incorporation of Exhibits. Unless otherwise stated in this Agreement, 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.
9.15. Non-Liability of Town for Indirect or Consequential Damages or Lost Profits. Parties agree
that the Town shall not be liable for indirect or consequential damages, including lost profits that result from
the Town’s declaration that the Contractor is in default of the Agreement, so long as the Town acts in good
faith.
9.16. Indemnity. To the fullest extent permitted by law, Contractor shall indemnify and defend the
Town, its members, affiliates, officers, directors, partners, employees, and agents (collectively referred to
Outside Interactive, Inc.; effective December 16, 2025 Page 12 of 18
as the “Town” for the purposes of this Section 9.16) from and against all claims, damages, losses, and
expenses, including but not limited to reasonable attorney’s fees (collectively referred to “Losses”), arising
out of the performance of the Services, provided that (a) any such claim, damage, loss or expense is
caused by any negligent act or omission of (i) Contractor, (ii) anyone directly or indirectly employed by
Contractor or (iii) anyone for whose acts Contractor may be liable; and (b) such indemnification shall not
apply to the extent that such Losses are caused by the negligence of the Town or other party indemnified
hereunder. If Contractor is providing architectural, engineering, or surveying services; design; construction;
alteration; repair; or maintenance of any building, structure, highway, bridge, viaduct, water, sewer, or gas
distribution system, or other works dealing with construction, or any moving, demolition, or excavation
connected with such construction, the extent of Contractor's obligation to indemnify and defend the Town is
enforceable only to the extent and for an amount represented by the degree or percentage of negligence or
fault attributable to the Contractor or the Contractor's agents, representatives, subcontractors, or suppliers.
If the Contractor is a person or entity providing architectural, engineering, surveying, or other design
services, then the extent of Contractor's obligation to indemnify and defend the Town may be determined
only after the Contractor's liability or fault has been determined by adjudication, alternative dispute
resolution, or otherwise resolved by mutual agreement between the Contractor and Town. The
indemnification in this Section 9.16 shall be construed to comply with C.R.S. § 13-50.5-102(8) et. seq.
9.17. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary in this agreement, in no
event will contractor or its affiliates, officers, directors, employees, or agents be liable for any indirect,
incidental, consequential, special, punitive, or exemplary damages (including, without limitation, damages
for loss of profits, loss of revenues, loss of data, loss of goodwill, or the cost of procurement of substitute
goods or services), whether or not contractor has been advised of the possibility of such damages and
regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
Contractor entire aggregate liability, and the town’s sole and exclusive remedy, for any and all claims
arising out of or relating to this agreement, regardless of the form of action (whether in contract, tort,
negligence, strict liability, or otherwise), shall in no event exceed the total fees paid by the town to the
contractor under this agreement in the twelve (12) month period immediately preceding the date on which
the applicable claim arose.
9.18. Notices. Unless otherwise specifically required by a provision of this Agreement any notice
required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently
given for all purposes if sent by certified mail or registered mail, postage and fees prepaid, addressed to the
Party to whom such notice is to be given at the address set forth below or at such other address as has
been previously furnished in writing, to the other Party. Such notice shall be deemed to have been given
when deposited in the United States Mail and properly addressed to the intended recipient. Written notice
may also be provided by electronic mail which shall be deemed delivered when receipt is acknowledged by
reply of the recipient.
If to the Town If to the Contractor
Eric Heil, Town Manager
100 Mikaela Way | P.O. Box 975
Avon, Colorado 81620
eheil@avon.org
Sterling Valley Systems, Inc. dba Innotopia
782 Mountain Rd, Stowe, VT 05672
Stacey Mullen
Business Intellegence Manager, Inntopia
Outside Interactive, Inc.; effective December 16, 2025 Page 13 of 18
With Copy to:
Town Attorney
Nina P. Williams
Wilson Williams Fellman Dittman
100 Mikeala Way
P.O. Box 975
Avon, Colorado 81620
townattorney@avon.org
100 Mikaela Way
P.O. Box 975
Avon, Colorado 81620
10. AUTHORITY
The individuals executing this Agreement represent that they are expressly authorized to enter into this
Agreement on behalf of Town of Avon and the Contractor and bind their respective entities.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK-SIGNATURE PAGE FOLLOWS]
Outside Interactive, Inc.; effective December 16, 2025 Page 14 of 18
THIS AGREEMENT is executed and made effective as provided above.
Sterling Valley Systems, Inc. dba Innotopia
__________________________________
______________________________________
Nina P. Williams, Town Attorney
Jim Lilly (Jan 9, 2026 10:50:12 EST)
Jim Lilly
Jim Lilly
Director Business Development
Eric Heil (Jan 9, 2026 11:14:36 MST)
Eric Heil
Nina P. Williams (Jan 9, 2026 12:03:06 MST)
Nina P. Williams
Outside Interactive, Inc.; effective December 16, 2025 Page 15 of 18
EXHIBIT A
“Services”
The following Inntopia Products and Services are being provided with this Agreement for the term
of December 1, 2025 – November 30, 2026 at the prices and under the terms described below and
based on:
The prices, terms and conditions described below are based on up to 9 Data Submitting Client-
Properties and up to 23 Subscribers.
1. MARKET TRAVEL INTELLIGENCE PACK: Designed to provide a broad, contextual overview of the
destination leisure travel ecosystem, and mountain travel marketplace, the “Intel-Pack” includes a
family of information related services, bundled into a comprehensive package that provides “what
you ought to know…” to do business better. All Intel-Pack products are posted on the DestiMetrics
Secure Web Portal, and the Monthly Briefing is delivered by email for added convenience. Monthly
webinars complete the elements of the Intel Pack.
• 1.1 Econometrics: A collection of national and local economic and travel indicators as well as
comparative sales/lodging tax and airport enplanement data, collected and updated monthly
from publicly available sources and presented via a summary dashboard from DMX’s secure
web portal.
• 1.2 Mountain Travel Briefing: A monthly narrative summary of DMX Travel News Talker,
Econometrics and DMX “industry-wide” econometric data, with expert interpretation and
supporting economic indicator dashboard graphics.
• 1.3 Travel News Talker: A synopsis of current economic and mountain travel news, edited for
the destination mountain travel industry marketing and management professionals from
publicly available sources, updated regularly and posted on DMX’s secure web portal.
• 1.4 Monthly Market Update Webinars: A 60-minute web/phone based presentation by
DestiMetrics analysts, provided monthly, and including strategic assessment and interpretation
of market conditions and trends as well as industry lodging metrics for the past season and
upcoming season. Webinars are exclusively for Subscribers only.
• 1.5 Industry Wide Data: Access to reports that include the aggregate of all properties within
DMX mountain destinations.
Annual Price: $3,000 based on up to 9 data submitting properties.
Publication: Theses reports/products will be posted on Avon’s DestiMetrics web portal and will be
accessible by all Avon Subscribers.
Distribution Rights: The Mountain Market Intelligence Pack is only available to individual
Subscribers up to the number of subscribers listed in the Agreement.
Outside Interactive, Inc.; effective December 16, 2025 Page 16 of 18
2. RESERVATION ACTIVITY OUTLOOK REPORT (RAO): The RAO is a destination-wide monthly
report set of paid lodging reservation activity and related revenue, collected from participating
lodging properties (confidentially) then aggregated to create a destination view, and reported
to related subscribers by posting on DMX’s secure web portal on a monthly basis. Several
report configurations are available.
• 2.1 Reservation Activity Outlook (RAO) Report: The number of room nights available, room
nights booked and related net room revenue are collected, from which paid 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 each of the forward-looking 6 months and each
of the historical 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 a rolling 12-month view (6 month
forward-looking view & 6 month backward looking), static winter view (Nov. – Apr.), and static
summer view (May – Oct.). Additionally, current year vs. previous year occupancy pacing 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.
Annual Price: $9,400.00 per year. One Time Startup Fee: $2,500.00
Publication: The report will be posted on Avon’s DestiMetrics web portal and will be accessible
by all Avon Subscribers.
Distribution rights: Available only to participating Subscribers
• 2.2 Reservation Activity Outlook: Property vs Destination Reports: Presented in our standard
Reservation Activity Outlook format, this report includes a comparison of Client property’s
occupancy, ADR and RevPAR for the past 6 months and the forward-looking 6 months to the
performance of your destination.
Distribution rights: Personalized and distributed only to each Client Property participant.
Annual Price: Included at no additional charge.
• 2.3 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.
Annual Price: $3,250.00 per year subject to participation in the RAO (2.1) above, and under the
same terms and conditions. One Time Startup Fee: $500.00
Publication: This report will be posted on Inntopia’s DestiMetrics web portal and will be
accessible by all Subscribers.
Distribution: Distribution rights include all Subscribers.
Outside Interactive, Inc.; effective December 16, 2025 Page 17 of 18
3. DAILY OCCUPANCY REPORT SET (DOR): 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. 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. Reports are available through the DestiMetrics web portal and include several
configuration options described below.
• 3.1 Destination Explorer Report (DEX): An interactive dashboard of the Daily Occupancy
Report Data with features including dynamic output filters, multiple data displays, KPIs,
Industry, Destination, and Property Data (for Data Subscribers), and Data Export capabilities.
Annual Price: $11,875.00 per year. One Time Startup Fee 2,500.00: for year-round month-end
reports.
Publication: This report will be posted on Inntopia’s Insight portal and accessible by all
Subscribers.
Distribution: Distribution rights include all Subscribers.
• 3.2 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 Complimentary
Publication: This report will be emailed each month to the Client.
Distribution: This report is available for public distribution.
TOTAL PACKAGE PRICE: 1 Year Agreement
Ongoing Annual Fees $27,525.00
One Time Startup Fees $5,500.00
Loyalty Discount on Startup Fees ($2,750.00)
TOTAL PACKAGE PRICE Year 1 $30,275.00
Outside Interactive, Inc.; effective December 16, 2025 Page 18 of 18
EXHIBIT B
“Rates”
I. Client Responsibilities: Client will: 1. Compensate Inntopia startup fee’s of $2,750.00 and annual fees of $27,525.00 (in year 1) payable at Service Start Date, and then quarterly in advance through the Term of the Agreement, as further detailed below:
$2,750.00
$6,881.25
$6,881.25
$6,881.25
$6,881.25 Note: Fees are based on Inntopia standard policies and payment terms outlined above and will be subject to change if altered.
Professional Services Agreement TOA and
Outside, Inc. dba Innotopia 12-16-2025
Final Audit Report 2026-01-09
Created:2025-12-22
By:Ineke de Jong (idejong@avon.org)
Status:Signed
Transaction ID:CBJCHBCAABAAWnIQZ6KmMiw03JJs-nrW7SwjtQba_zeh
"Professional Services Agreement TOA and Outside, Inc. dba In
notopia 12-16-2025" History
Document created by Ineke de Jong (idejong@avon.org)
2025-12-22 - 3:10:33 PM GMT
Document emailed to jlilly@inntopia.com for signature
2025-12-22 - 3:12:48 PM GMT
New document URL requested by Ineke de Jong (idejong@avon.org)
2026-01-09 - 2:30:48 PM GMT
Email viewed by jlilly@inntopia.com
2026-01-09 - 3:48:33 PM GMT
Document signing delegated to Jim Lilly (jim@inntopia.com) by jlilly@inntopia.com
2026-01-09 - 3:49:07 PM GMT
Document emailed to Jim Lilly (jim@inntopia.com) for signature
2026-01-09 - 3:49:09 PM GMT
Email viewed by Jim Lilly (jim@inntopia.com)
2026-01-09 - 3:49:25 PM GMT
Document e-signed by Jim Lilly (jim@inntopia.com)
Signature Date: 2026-01-09 - 3:50:12 PM GMT - Time Source: server
Document emailed to eheil@avon.org for signature
2026-01-09 - 3:50:14 PM GMT
Email viewed by eheil@avon.org
2026-01-09 - 6:14:18 PM GMT
Signer eheil@avon.org entered name at signing as Eric Heil
2026-01-09 - 6:14:34 PM GMT
Document e-signed by Eric Heil (eheil@avon.org)
Signature Date: 2026-01-09 - 6:14:36 PM GMT - Time Source: server
Document emailed to nina@wwfdlaw.com for signature
2026-01-09 - 6:14:38 PM GMT
Email viewed by nina@wwfdlaw.com
2026-01-09 - 7:02:19 PM GMT
Signer nina@wwfdlaw.com entered name at signing as Nina P. Williams
2026-01-09 - 7:03:04 PM GMT
Document e-signed by Nina P. Williams (nina@wwfdlaw.com)
Signature Date: 2026-01-09 - 7:03:06 PM GMT - Time Source: server
Agreement completed.
2026-01-09 - 7:03:06 PM GMT