Terms of Service

(Between Colvent Group, Inc. and Trust Company Client)

1. Purpose and Scope

The general terms and conditions under which Colvent Group, Inc. will provide property inspection, consulting, coordination, maintenance, and related management services for multifamily or residential real estate owned, managed, or held in trust by Client (“Properties”). These services are intended to assist Client in fulfilling regulatory and fiduciary obligations, including compliance with inspection standards of the Office of the Comptroller of the Currency (“OCC”) and related guidelines applicable to trust asset management.

2. Term of Agreement

The Effective Date and continue for one (1) year, automatically renewing each year unless either Party provides thirty (30) days’ written notice of termination via certified mail.

3. Authorization of Services

Each engagement shall be documented through a written contract executed by both Parties referencing these terms of service and specifying: (i) service level (Blanket, Per-Property, or Add-On), (ii) covered properties with specific addresses, (iii) detailed scope of services, (iv) applicable fees and payment terms, and (v) any special conditions or modifications to the contract terms. No work shall begin until a contract is fully executed by authorized representatives of both Parties. Electronic signatures shall be deemed valid and binding.

4. Compliance with Industry Inspection Standards

Colvent Group, Inc. shall perform its services in compliance with: (i) applicable industry best practices and property inspection and maintenance standards for residential real estate securing fiduciary or mortgage assets, and (ii) any specific standards or requirements communicated in writing by Client.  Colvent Group, Inc. shall cooperate with Client in providing documentation necessary for regulatory inspection compliance or audits within ten (10) business days of written request, or sooner if required by regulatory deadlines.

5. Billing and Payment

Invoices shall follow Appendix A and applicable Addendums and shall include sufficient detail to identify the services performed, dates of service, property address, and calculation of charges. Payment is due within ten (10) days of invoice date. ACH is preferred; credit cards accepted with a 5% convenience fee. Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate allowed by Illinois law, whichever is less. Client may dispute any invoice in good faith by providing written notice within ten (10) days of receipt, and payment of the disputed amount shall be withheld pending resolution without accruing late fees.

6. Insurance

Colvent Group, Inc. shall maintain throughout the term of this Agreement: Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, Comprehensive Auto Liability insurance with limits of not less than $1,000,000 per occurrence, Workers’ Compensation insurance as required by Illinois law, and Professional Liability/Errors & Omissions insurance with limits of not less than $500,000 per claim and in the aggregate. Any subcontractors engaged by Colvent Group, Inc. must maintain insurance coverage comparable to that required of Colvent Group, Inc. hereunder, and Colvent Group, Inc. shall provide evidence of such coverage upon Client’s request.

7. Independent Contractor

Colvent Group, Inc. acts solely as an independent contractor and not as an agent, employee, partner, or joint venturer of Client. Colvent Group, Inc. shall not have authority to bind Client to any obligation or make any representation on behalf of Client except as specifically authorized in writing by an authorized officer of Client. Colvent Group, Inc. shall be solely responsible for all taxes, withholdings, and other statutory obligations relating to its personnel and subcontractors.

8. Confidentiality

Colvent Group, Inc. acknowledges that in the course of performing services under contract, it may receive or have access to confidential and proprietary information of Client, property information, and other non-public information (collectively, “Confidential Information”). Colvent Group, Inc. shall: (i) maintain the confidentiality of all Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (ii) not disclose Confidential Information to any third party except to its employees, agents, or subcontractors who have a need to know such information to perform services hereunder and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (iii) not use Confidential Information for any purpose other than performing services under executed contract. Colvent Group, Inc. may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided that Colvent Group, Inc. provides Client with prompt written notice of such requirement (unless prohibited by law) to allow Client to seek a protective order. These confidentiality obligations shall survive termination of executed contracts for a period of five (5) years.

9. Limitation of Liability

Except for: (i) gross negligence or willful misconduct, (ii) breach of confidentiality obligations under Section 8, (iii) breach of insurance requirements under Section 6, or (iv) indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or business interruption, even if advised of the possibility of such damages. Subject to the foregoing exceptions, Colvent Group, Inc.’s total aggregate liability arising out of or relating to executed contract/s shall not exceed the total fees paid by Client to Colvent Group, Inc. in the twelve (12) months immediately preceding the event giving rise to liability. The Parties acknowledge and agree that this limitation of liability is reasonable in light of the nature of the services provided and the fees charged under executed contracts. Nothing in this Section shall limit either Party’s liability for death or personal injury caused by its own gross negligence or willful misconduct, or limit any liability that cannot be limited under applicable law.

10. Remedies

If either Party materially breaches these terms, the non-breaching Party shall provide written notice to the breaching Party specifically describing the breach and the actions required to cure such breach. The breaching Party shall have thirty (30) days from receipt of such notice to cure the breach; provided, however, that if the breach involves: (i) failure to maintain required insurance, (ii) breach of confidentiality obligations, or (iii) failure to comply with applicable laws or regulations, the cure period shall be ten (10) days. If the breaching Party fails to cure within the applicable cure period, the non-breaching Party may, in addition to any other rights or remedies available at law or in equity: (a) terminate executed contract/s immediately upon written notice, and/or (b) pursue any and all legal and equitable remedies available under these terms. Termination under this Section shall not relieve the breaching Party of any obligations or liabilities accrued prior to termination.

11. Dispute Resolution; Venue; Attorneys’ Fees

Any dispute shall first be submitted to nonbinding mediation in St. Clair County, Illinois. If unresolved, it shall be resolved by binding arbitration in St. Clair County, Illinois. Venue for any legal proceedings shall be exclusively in St. Clair County, Illinois. The prevailing Party shall recover reasonable attorneys’ fees and costs.

12. Force Majeure

Neither Party shall be liable for delays due to causes beyond its control including natural disasters, pandemics, labor disputes, or government actions.

13. Amendment

These terms may only be amended in writing signed by both Parties.

14. Executed Contracts/Addendums

These Terms of Service, together with executed Addendums and Appendix A – Fee Schedule, constitutes the entire understanding between the Parties.

15. Counterparts and Execution

These Terms of Service may be executed in counterparts, including electronically, each of which shall be deemed an original.