Housing - SE Protection Services Contract DocuSign Envelope ID: BBCC87D4-24B3-4F26-BCAO-F8BD5402E9B3
2024 Professional
AV on Service Agreement
COLORADO For data tracking on deed restrictions —
Shared Equity Protection
("Project Name")
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") dated as of December 15, 2023, is
entered into by and between Shared Equity Protection LLC a LLC of the State of Colorado, whose business
address is1650 Fallridge Rd, Vail CO 81657, ("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 deliverables and/or product to be created, provided, or otherwise tendered to the Town as
described in the Services.
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
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venture, employer/employee, or other relationship with the Town other than as a contracting party and
independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance
coverage or employment benefits of any kind or type to or for the Contractor or the Contractor's employees,
sub-consultants, contractors, agents, or representatives, including coverage or benefits related but not
limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA);
workers' compensation; disability, injury, or health; professional liability insurance, errors, and omissions
insurance; or retirement account contributions.
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.
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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 five (5) years. Town will have the right to copy and audit during regular
business hours all records of any kind which in any way 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 Lump sum Task Orders. The CONTRACTOR shall perform Services as a Task Order
described in Exhibit B and shall invoice the TOWN for work performed based on percent complete
the specific task.
B. 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.
C. 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
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• Lodging and Meals (only with prior written approval of the Town as to dates and maximum
amount permitted)
D. 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.
E. 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 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. To the extent possible,
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.
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3.4. The Contractor shall promptly comply with any 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.
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 or before January 1,
2024 (the "Effective Date") and will terminate on December 31, 2024 (cumulatively, the "Term"); provided,
however, under no circumstances will the Term exceed the end of the current Town Fiscal year(January 1
— December 31). The Contractor understands and agrees that the Town has no obligation to extend this
Agreement's Term or contract for the provision of any future services, and makes no warranties or
representations otherwise. Notwithstanding the foregoing; the Parties may mutually agree in writing to the
monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is
approved by the Town Council and the Contractor and such extension do not alter or amend any of the
terms or provisions of this Agreement.
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 performed prior to the Contractor's
receipt of notice of termination and for any services authorized to be performed by the notice of
termination as provided by Sub-Section 4.3(A) above. Such final accounting and final invoice
shall be delivered to the Town within thirty (30) days of the date of termination; thereafter, no other
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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
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. Unilateral Suspension of Services. The Town may suspend the Contractor's performance of the
Services at the Town's discretion and for any reason by delivery of written notice of suspension to the
Contractor which notice shall state a specific date of suspension. Upon receipt of such notice of
suspension, the Contractor shall immediately cease performance of the Services on the date of suspension
except: (1) as may be specifically authorized by the notice of suspension (e.g., to secure the work area
from damage due to weather or to complete a specific report or study); (2) for the submission of an invoice
for Services performed prior to the date of suspension in accordance with this Agreement or(3) as required
by law.
4.6. Reinstatement of Services Following Town's Unilateral Suspension. The Town may at its
discretion direct the Contractor to continue performance of the Services following suspension. If such
direction by the Town is made within thirty (30) days of the date of suspension, the Contractor shall
recommence performance of the Services in accordance with this Agreement. If such direction to
recommence suspended Services is made more than thirty-one (31) days following the date of suspension,
the Contractor may elect to: (1) provide written notice to the Town that such suspension is considered a
unilateral termination of this Agreement pursuant to Sub-Section 4.3; or(2) recommence performance in
accordance with this Agreement; or(3) if suspension exceeded sixty (60) consecutive days, request from
the Town an equitable adjustment in compensation or a reasonable re-start fee and, if such request is
rejected by the Town, to provide written notice to the Town that such suspension and rejection of additional
compensation is considered a unilateral termination of this Agreement pursuant to Sub-Section 4.3.
Nothing in this Agreement shall preclude the Parties from executing a written amendment or agreement to
suspend the Services upon terms and conditions mutually acceptable to the Parties for any period of time.
4.7. 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.
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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. 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 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 a Certificate
Holder.
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:
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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, or, at its discretion, the Town may procure or renew
any such policy or any extended reporting period thereto and may pay any and all premiums in connection
therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon
demand by the Town, or at the Town's sole discretion, the Town may offset the cost of the premiums
against any monies due to the Contractor from the Town pursuant to this Agreement.
5.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to
the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of
insurance, insured parties, and other information sufficient to demonstrate conformance with this Section
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.
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
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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 the foregoing, 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, 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 that the Contractor may employ in the performance of this Agreement, or may incorporate
into any part of the Work Product. 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
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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
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.
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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
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
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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. 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 Applicant 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
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
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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. 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:
Town of Avon Greg Moffet, Principal
Eric Heil, Town Manager Shared Equity Protection, LLC
100 Mikaela Way, 1650 Fallridge Rd, Vail CO, 81657
P.O. Box 975, Avon, Colorado 81620 Greg@seprotect.com
Eheil@avon.org
With Copy to:
Town Attorney
Nina P. Williams
Wilson Williams Fellman Dittman
1314 Main Street, Suite 101,
Louisville, CO 80027
Matt Pielsticker, Director
100 Mikaela Way
P.O. Box 975, Avon, Colorado 81620
Mpielsticker@avon.org
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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.
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THIS AGREEMENT is executed and made effective as provided above.
TOWN OF AVON CONTRACTOR
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Name: Eric Heil Name: Greg Moffet
Title: Town Manager Title:Principal
APPROVED AS TO FORM:
cDocuSigned by:
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Town Attorney
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EXHIBIT A
("Services")
DESCRIPTION OF SERVICES —Avon Community Housing Unit Transactional Monitoring Program
A: DESCRIPTION OF SERVICES SPECIFICATIONS:
1. Provider will load, and confirm with Customer, the addresses of the subject units, initially
onboarding at least 73 addresses.
2. Provider will review the status of each home and provide Customer with a listing of any existing
unusual title occurrences (these include quitclaims and interfamilial transfers).
3. Provider will create and maintain a website for Customer's addresses that:
a. Lists the addresses on a Home/Inventory page.
b. Provides a one-click legal status/title history (as far back as the County Clerk and Recorder's
digital records track) of each property.
c. Provides separate pages for"Troubled" and "Under Watch" properties.
d. Affords Customer the ability to categorize the status of the unit as "Good", Troubled", or"Under
Watch".
4. Provider will use best efforts to alert Customer by email to any change in a property's legal status
within 48 hours of learning of the change.
a. If requested, Provider will follow up with a phone call further alerting Customer to the change.
b. Provider will continue contacting Customer about the change by email and phone until asked
to stop via email.
5. Provider will schedule and perform annual (or more frequently if requested and agreed to between
the parties) database reviews with Customer to make sure the data is up to date.
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EXHIBIT B
("Provider Details")
This agreement contemplates up to three (3) users all in the employ of customer. Additional users may be
added by mutual agreement.
This agreement by and between Shared Equity Protection, LLC, a Colorado limited liability company, with
offices located at 1650 Fallridge Road Vail, Colorado 81657 ("Provider"), and the Town of Avon
("Customer"). Provider and Customer may be referred to herein collectively as the "Parties" or individually
as a "Party."
WHEREAS, Provider provides access to the Services to its customers; and
WHEREAS, Customer desires to access the Services, and Provider desires to provide Customer access to
the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
1. Definitions.
(a) "Authorized User"means Customer's employees,consultants,contractors,and agents who
are authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Agreement.
(b) "Customer Data" means information, data, and other content, in any form or medium, that
is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized
User through the Services.
(c) "Documentation" means Provider's user manuals, handbooks, and guides relating to the
Services provided by Provider to Customer either electronically or in hard copy form/end
user documentation relating to the Services.
(d) "Provider IP" means the Services, the Documentation, and any and all intellectual property
provided to Customer or any Authorized User in connection with the foregoing. For the
avoidance of doubt, Provider IP does not include Customer Data.
(e) "Services" means the software-as-a-service offering described in Exhibit A.
2. Access and Use.
(a) Provision of Access. Provider hereby grants Customer a non-exclusive, non-transferable
(except in compliance with Section 11(f)) right to access and use the Services during the
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Term, solely for use by Authorized Users in accordance with the terms and conditions
herein. Such use is limited to Customer's internal use. Provider shall provide to Customer
the necessary passwords and network links or connections to allow Customer to access
the Services following the Effective Date. The total number of Authorized Users will not
exceed the number set forth in Exhibit A, except as expressly agreed to in writing by the
Parties and subject to any appropriate adjustment of the Fees payable hereunder.
Authorized Users shall not resell, relicense, or redistribute the Services in whole or in part.
Customers shall be responsible for all use of the Services by its Authorized Users.
(b) Documentation License. Provider hereby grants to Customer a non-exclusive, non-
sublicensable, non-transferable (except in compliance with Section 11(f)) license to use the
Documentation during the Term solely for Customer's internal business purposes in
connection with its use of the Services.
(c) Use Restrictions. Customer shall not use the Services for any purposes beyond the scope
of the access granted in this Agreement. Customer shall not at any time,directly or indirectly,
and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of
the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license,
sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or
Documentation; (iii)reverse engineer, disassemble, decompile, decode, adapt, or otherwise
attempt to derive or gain access to any software component of the Services, in whole or in
part; or(iv) remove any proprietary notices from the Services or Documentation.
3. Service Levels and Support. Provider shall make the Services available in accordance with the
service levels set out in Exhibit A. The access rights granted hereunder entitles Customer to the
support services described on Exhibit A following the Effective Date.
4. Fees and Payment.
(a) Fees. Customer shall pay Provider the fees ("Fees") set forth in Exhibit A. Provider shall
invoice Customer for all Fees in accordance with the invoicing schedule and requirements
set forth in Exhibit A. Customer shall pay all undisputed invoices within fifteen (15) days
after Customer's receipt of an invoice. Customer shall make all payments hereunder in US
dollars.
(b) Payment. Customer shall: (i)timely render all payments and amounts that are due; (ii) notify
Provider of any dispute prior to the due date for payment, specifying in such notice the
amount in dispute and the reason for the dispute; (iii) work with Provider in good faith to
promptly resolve the dispute; and (iv) promptly pay any additional amount determined to be
payable by resolution of the dispute.
(c) Taxes. All Fees and other amounts payable by Customer under this Agreement are
exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and
excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any
federal, state, or local governmental or regulatory authority on any amounts payable by
Customer hereunder, other than any taxes imposed on Provider's income.
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5. Confidential Information. From time to time during the Term, Provider may disclose or make available
to the Customer information about its business affairs, products, confidential intellectual property,
trade secrets, third-party confidential information, and other sensitive or proprietary information,
whether orally or in written, electronic, or other form or media/in written or electronic form or media,
that is/and whether or not marked, designated, or otherwise identified as "confidential" (collectively,
"Confidential Information"). Confidential Information does not include information that, at the time
of disclosure is: (a) in the public domain; (b) known to the Customer at the time of disclosure; (c)
rightfully obtained by the Customer on a non-confidential basis from a third party;or(d)independently
developed by the Customer.The Customer shall not disclose the Provider's Confidential Information
to any person or entity, except to the Customer's employees who have a need to know the
Confidential Information for the Customer to exercise its rights or perform its obligations hereunder.
Notwithstanding the foregoing, Customer may disclose Confidential Information to the limited extent
required (i) in order to comply with the order of a court or other governmental body, or as otherwise
necessary to comply with applicable law, provided that Customer shall first have give written notice
to the Provider and make a reasonable effort to obtain a protective order; or (ii) to establish
Customer's rights under this Agreement, including to make required court filings. On the expiration
or termination of the Agreement, the Customer shall promptly return to the Provider all copies,
whether in written, electronic, or other form or media, of the Provider's Confidential Information, or
destroy all such copies and certify in writing to the Provider that such Confidential Information has
been destroyed. Customer's obligations of non-disclosure with regard to Confidential Information is
effective as of the Effective Date and will expire five years from the date first disclosed to the
Customer; provided, however, with respect to any Confidential Information that constitutes a trade
secret (as determined under applicable law), such obligations of non-disclosure will survive the
termination or expiration of this Agreement for as long as such Confidential Information remains
subject to trade secret protection under applicable law.
6. Intellectual Property Ownership.
(a) Provider IP. Customer acknowledges that, as between Customer and Provider, Provider
owns all right,title,and interest, including all intellectual property rights, in and to the Provider
IP.
(b) Customer Data. Provider acknowledges that,as between Provider and Customer, Customer
owns all right, title, and interest, including all intellectual property rights, in and to the
Customer Data.Customer hereby grants to Provider a non-exclusive, royalty-free,worldwide
license to reproduce, distribute, and use and display the Customer Data.
7. Warranties and Warranty Disclaimer.
(a) Provider warrants that during the Term of this Agreement the Services will be provided in
compliance with all applicable laws.
(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7(a), THE SERVICES AND
DOCUMENTATION ARE PROVIDED "AS IS"AND PROVIDER HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF
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MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE, OR TRADE PRACTICE.
(c) While the Provider uses reasonable efforts to provide accurate and up-to-date information,
some of the information provided has not been independently verified by the Provider.
Customer agrees that Provider will not be held liable for any errors or omissions contained
in the information provided or in the performance of Services. Although the information has
been produced and processed from sources believed to be reliable, for the avoidance of
doubt, no warranty, express or implied, is made regarding accuracy, adequacy,
completeness, legality, reliability, or suitability of any of the data or Services. Provider
disclaims any liability associated with the use or misuse of this data or the Services. In
accessing this data and use of the Services, Customer fully assumes any and all risk
associated with this information which is subject to change without notice.
8. Indemnification.
(a) Customer shall indemnify, defend, and hold harmless Provider from and against any and all
losses,damages, liabilities,costs(including attorneys'fees)("Losses")incurred by Provider
resulting from any third-party claim, suit, action, or proceeding that the Customer Data
infringes or misappropriates such third party's intellectual property rights.
9. Limitations of Liability. except as expressly otherwise provided in this section 9, in no event will
provider be liable under or in connection with this agreement under any legal or equitable theory,
including breach of contract, tort (including negligence), strict liability, and otherwise, for any
consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless
of whether customer was advised of the possibility of such losses or damages or such losses or
damages were otherwise foreseeable. except as expressly otherwise provided in this section 9, in
no event will the aggregate liability of provider arising out of or related to this agreement under any
legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and
otherwise exceed the total amounts paid to provider under this agreement in the six month period
preceding the event giving rise to the claim. the exclusions and limitations in this section 9 do not
apply to claims pursuant to Section 8 and Section 5.
10. Term and Termination.
(a) Term. The initial term of this Agreement begins on the Effective Date and, unless terminated
earlier pursuant to this Agreement's express provisions,will continue in effect until one year
from such date (the "Initial Term"). This Agreement will automatically renew for additional
successive terms unless earlier terminated pursuant to this Agreement's express provisions
or either Party gives the other Party written notice of non-renewal at least 90 days prior to
the expiration of the then-current term (each a"Renewal Term"and together with the Initial
Term, the "Term").
(b) Termination. In addition to any other express termination right set forth in this Agreement:
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(i) Provider may terminate this Agreement for convenience, for any reason or no
reason, without prior written notice to Customer.
(ii) either Party may terminate this Agreement, effective on written notice to the other
Party, if the other Party materially breaches this Agreement, and such breach: (A)
is incapable of cure; or (B) being capable of cure, remains uncured 30 days after
the non-breaching Party provides the breaching Party with written notice of such
breach; or
(iii) either Party may terminate this Agreement, effective immediately upon written
notice to the other Party, if the other Party: (A) becomes insolvent or is generally
unable to pay, or fails to pay, its debts as they become due; (B) files or has filed
against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes
subject,voluntarily or involuntarily,to any proceeding under any domestic or foreign
bankruptcy or insolvency law; (C) makes or seeks to make a general assignment
for the benefit of its creditors; or(D) applies for or has appointed a receiver, trustee,
custodian, or similar agent appointed by order of any court of competent jurisdiction
to take charge of or sell any material portion of its property or business.
(c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement,
Customer shall immediately discontinue use of the Provider IP and, without limiting
Customer's obligations under Section 6, Customer shall delete, destroy, or return all copies
of the Provider IP.
(d) Survival. This Section 1O(d) and Sections 1, 5, 6, 8, 9, and 11 survive any termination or
expiration of this Agreement. No other provisions of this Agreement survive the expiration or
earlier termination of this Agreement.
11. Miscellaneous.
(a) Entire Agreement. This Agreement, together with any other documents incorporated herein
by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties
with respect to the subject matter of this Agreement and supersedes all prior and
contemporaneous understandings, agreements, and representations and warranties, both
written and oral, with respect to such subject matter. In the event of any inconsistency
between the statements made in the body of this Agreement, the related Exhibits, and any
other documents incorporated herein by reference, the following order of precedence
governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this
Agreement as of the Effective Date; and (iii)third, any other documents incorporated herein
by reference.
(b) Notices. All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a "Notice") must be in writing and addressed to the
Parties at the addresses set forth on the first page or signature page of this Agreement (or
to such other address that may be designated by the Party giving Notice from time to time
in accordance with this Section). All Notices must be delivered by personal delivery,
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nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation
of transmission), or certified or registered mail (in each case, return receipt requested,
postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective
only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has
complied with the requirements of this Section.
(c) Amendment and Modification; Waiver. No amendment to or modification of this Agreement
is effective unless it is in writing and signed by an authorized representative of each Party.
No waiver by any Party of any of the provisions hereof will be effective unless explicitly set
forth in writing and signed by the Party so waiving. Except as otherwise set forth in this
Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or
privilege arising from this Agreement will operate or be construed as a waiver thereof, and
(ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will
preclude any other or further exercise thereof or the exercise of any other right, remedy,
power, or privilege.
(d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in
any other jurisdiction. Upon such determination that any term or other provision is invalid,
illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement
so as to effect their original intent as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.
(e) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed
in accordance with the internal laws of the State of Colorado without giving effect to any
choice or conflict of law provision or rule that would require or permit the application of the
laws of any jurisdiction other than those of the State of Colorado. Any legal suit, action, or
proceeding arising out of or related to this Agreement or the licenses granted hereunder will
be instituted exclusively in the federal courts of the United States or the courts of the State
of Colorado in each case located in the city and County of Denver, and each Party
irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or
proceeding.
(f) Assignment. Neither Party may assign any of its rights or delegate any of its obligations
hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise,
without the prior written consent of the other Party,which consent shall not be unreasonably
withheld, conditioned, or delayed; provided, however, that either Party may assign its rights
or delegate its obligations, in whole or in part, without such consent and upon 10 days prior
written notice to the other Party, to an entity that acquires all or substantially all of the
business or assets of such Party to which this Agreement pertains, whether by merger,
reorganization, acquisition, sale, or otherwise. Any purported assignment or delegation in
violation of this Section will be null and void. No assignment or delegation will relieve the
assigning or delegating Party of any of its obligations hereunder. This Agreement is binding
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upon and inures to the benefit of the Parties and their respective permitted successors and
assigns.
(g) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and
rules, and complete all required undertakings (including obtaining any necessary export
license or other governmental approval),that prohibit or restrict the export or re-export of the
Services or any Customer Data outside the US.
(h) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach
by such Party of any of its obligations under Section 5 would cause the other Party
irreparable harm for which monetary damages would not be an adequate remedy and agrees
that, in the event of such breach or threatened breach, the other Party will be entitled to
equitable relief, including a restraining order, an injunction, specific performance, and any
other relief that may be available from any court, without any requirement to post a bond or
other security, or to prove actual damages or that monetary damages are not an adequate
remedy. Such remedies are not exclusive and are in addition to all other remedies that may
be available at law, in equity, or otherwise.
(i) Counterparts. This Agreement may be executed in counterparts, each of which is deemed
an original, but all of which together are deemed to be one and the same agreement.
2023 PSA FORM:Avon Professional Service Agreement+Intellectual Property Shared Equity Protection LLC a LLC of the State of
Colorado Effective 1/1/2024
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DocuSign Envelope ID: BBCC87D4-24B3-4F26-BCAO-F8BD5402E9B3
EXHIBIT C
("Rates")
Customer will pay Provider a fee of$30 per address tracked per year, with an initial onboarding of 73
addresses. Fees will be adjusted accordingly, on a per month basis until the next contract year
commences, for additions and subtractions from the initial 73 addresses. Provider will honor the price
for the first year of the contract on the initial 73 addresses and any additional addresses added during
that period.
14-month contract start date of 1-1-24, with billing to begin 3-1-24 (2-months non-billable).
2023 PSA FORM:Avon Professional Service Agreement+Intellectual Property Shared Equity Protection LLC a LLC of the State of
Colorado Effective 1/1/2024
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