11. SERVICE FEES & PAYMENT: In consideration for the services requested of “TIE” hereunder, the “Association” agrees to compensate and make payments to “TIE” as defined in EXHIBIT A , EXHIBIT B and EXHIBIT C (where appropriate) attached hereto and made part hereof. Invoices will be submitted as work is completed and payment is due within fifteen days of “Association’s” receipt. 12. INDEPENDENT CONTRACTOR: In performing services and duties hereunder, “TIE” and any person acting on “TIE’s” behalf shall do so as independent contractors and are not to be deemed, employees or agents of the “Association” or any other person acting on behalf of the “Association.” 13. OWNER CONTACT DATA: In order to perform required services under this agreement, “TIE” must receive accurate and timely owner contact data in an electronic format (MS Excel or ASCII Text, Comma Delimited). The “Association” shall be responsible to ensure the accuracy and timely delivery to “TIE” of a current and accurate Owner database. The “Association” shall also be responsible to ensure they provide “TIE” any changes to the Association’s owner contact database prior to the mailing of any notices or ballots. 14. ACCESS TO ASSOCIATION’S AT TORNEY: Because the “Association’s” governing documents may contain unique or ambiguous provisions that may require legal interpretation or clarification in order for “TIE” to perform under this Agreement; or there are conflicts in the implementation of Civil Codes, the “Association” authorizes reasonable access to the “Association’s” attorney by “TIE” at the “Association’s” expense. 15. CAUSES FOR TERMINATION : This Agreement shall terminate immediately upon the occurrence of any one of the following events: a) The expiration of the term hereof; b) The written agreement of the parties; c) The occurrence of circumstances that make it impossible for the business of the “Association” to be continued; d) The occurrence of circumstances that make it impossible for the business of “TIE” to be continued; e) Interjection or demands by “Client” that contravene TIE process and/or practices or violate applicable Civil or Corporations Codes and/or the Association’s governing documents; f) “TIE” is in breach of its duties hereunder, unless waived by the “Association” or cured by “TIE” within 30 days after “Association’s” having given written notice thereof to “TIE”; g) “Association’s” breach of its duties hereunder, unless waived by “TIE” or cured by the “Association” within 30 days after “TIE’” has given written notice thereof to the “Association.” 16. COMPENSATION UPON TERMINATION: Unless otherwise mutually agreed upon in writing by the parties, the termination of this Agreement due to any cause other than that specified in Paragraph 15 shall not relieve the “Association” of its obligation to make any payment of money which would have been required, or could have been required by “TIE”, pursuant to Paragraph 11, if this Agreement had not been so terminated. 17. INSURANCE: “TIE” agrees to maintain, at all times, General Liability and Errors & Omissions insurance against all claims, resulting from “TIE's” performance specified hereunder. Evidence of coverage is provided with this Agreement. 18. INDEMNIFICATION: If any third-party claim is made against “TIE,” arising out of claims resulting from the Association’s negligent actions or willful misconduct during the performance of its duties under this agreement, the “Association” agrees to defend, indemnify, and hold harmless “TIE.” The Association further agrees to defend, indemnify, and hold harmless “TIE” for any third-party claims or requests relating to this agreement other than “TIE’s” willful misconduct or negligent actions. 19. USE OF PROXIES: The Inspectors of Elections discourages the use of proxies as all eligible members are provided the ability to vote without the use of a Proxy. Conversion of proxies to ballots will be billed at $15.00 per proxy. 20. PRIVACY STATEMENT: TIE maintains strict confidentiality of the Association’s membership information. Electronic mail addresses, mailing addresses, telephone numbers, and any other contact information or other information obtained by TIE regarding the members of the Outdoor Resort Palm Springs shall be returned to the Association for their sole use. TIE agrees that it will not retain, use, or distribute any information obtained during the completion of TIE’s services under the Agreement, except exclusively to carry out TIE’s services under the Agreement. This includes, but is not limited to, an agreement that TIE will not share gathered information with any persons or entities affiliated with TIE. The parties of this contract understand and agree that this confidentiality provision supersedes any unilateral privacy policy that TIE may have. 21. MEMBERSHIP LIST: The Association agrees to provide TIE with the “Association” full membership list in electronic format in either MS Excel or ASCII text comma delimited, that contains both the on-site address and separate interest identifier for each member, as well as the correct off-site mailing address, and email address as applicable. Additional fees may be applicable if TIE is required to make extensive conversions of the information provided.
Page 2 of 7 3403 - The Inspectors of Election Agreement for Outdoor Resort Palm Springs Meeting Date: 3/15/2021
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