HomeMy WebLinkAboutC12-131 Alpine Vending and Video, Inc. LICENSE AGREEMENT
BETWEEN
EAGLE COUNTY, COLORADO and ALPINE VENDING AND VIDEO, INC.
This Agreement ( "Agreement ") is made and entered into the 4 day of , 2012
between Eagle County, Colorado by and through its Board of County Co issioners
(hereinafter referred to "County ") and the Alpine Vending and Video, Inc., a Colorado
corporation (hereinafter referred to as "Operator ")
WITNESSETH:
WHEREAS, County owns property commonly known as the Eagle County Justice Center
located at 0885 Chambers Road, Eagle, Colorado (the "Facility "); and
WHEREAS, County desires to license certain portions of the Facility for use by Operator
to locate an automated teller machine ( "ATM "); and
WHEREAS, Operator desires to license certain floor area in the Facility pursuant to the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the terms and covenants stated herein,
including the license amount, the sufficiency of which is hereby acknowledged, the
parties agree as follows:
ARTICLE I
Licensed Premises
County hereby grants to Operator a revocable, non- exclusive license, to occupy and use
approximately 100 square feet located in the lobby of the Facility in the location depicted
on Exhibit A (hereinafter the "Licensed Premises ") subject to the terms and conditions
hereinafter expressed.
Operator shall use and occupy the Licensed Premises solely for the purpose of operating
one ATM. County shall not locate any other ATM or ATM cash back device within the
Facility during the term of this Agreement without the prior written consent of Operator
which consent shall not be unreasonably withheld.
Operator will install an ATM in the location depicted on Exhibit A as soon as practicable
after signing this Agreement. Operator will operate and maintain the ATM during the
term of the Agreement. No expansion of the Licensed Premises or the number of ATM's
shall be permitted without a written amendment to this Agreement agreed to by both
parties.
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ARTICLE II
Term
The term of this License is for five (5) years commencing April 1, 2012 and shall expire
at 12:01 a.m. on March 31, 2017 unless terminated earlier as specified herein. This
Agreement shall automatically be extended for one (1) additional five (5) year period or
until March 31, 2022. In the event that either party does not wish to extend the
Agreement in any given year it shall provide the other party with ninety (90) days written
notice before the end of the then current term.
ARTICLE III
Compensation for License
Operator agrees to pay to County a flat fee of $150.00 per year due on April 1 of each
year that this Agreement is in effect. It is the intention of the parties that the flat fee set
forth in the preceding sentence cover the cost of electricity to the ATM machine. At the
end of each year, County shall reconcile the electrical costs actually incurred by it,
against the annual flat fee of $150.00 paid by Operator under this Agreement. In the
event the reconciliation shows that the annual flat fee paid by Operator represents an
overpayment against amounts actually incurred by County, then no reconciliation shall be
made. In the event the reconciliation shows that the flat fee paid by Operator represents
an underpayment against amounts actually incurred and paid by County for electricity to
the ATM, then Operator shall pay the difference between the flat fee and amount incurred
and paid by County. Such payment shall be due to County within thirty days of a notice
establishing the reconciliation.
ARTICLE IV
Insurance
Operator agrees at Operator's own expense to maintain in full force during the term of
the Agreement, worker's compensation insurance as required by law, comprehensive
commercial general liability and property insurance which will cover Operator and
County against liability for injury to persons and /or property, and death of any person or
persons occurring in or about the Licensed Premises. Each policy shall be approved as to
form by County. The liability under such commercial general liability and property
insurance shall not be less than $ 1,000,000 per occurrence; $1,000,000 for bodily injury
and property damage liability; $1,000,000 for personal injury; and $1,000,000 in annual
aggregate limits. The policy shall list Eagle County as an additional insured.
ARTICLE V
Indemnification
Operator acknowledges that it uses the Licensed Premises at its own sole risk. Operator
hereby releases County from liability for any costs, losses or damages of any nature
whatsoever which Operator may suffer as a result of its use of or operation of an ATM in
the Licensed Premises, except for the willful misconduct of County. Additionally,
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Operator will indemnify County and save County harmless from and against any and all
liability for any costs, losses or damages of any nature whatsoever suffered or alleged to
be suffered by any third party as a result of Operator's use of or operation in the Licensed
Premises. In case County shall be made a party to any litigation commenced by or
against Operator, then Operator shall fully protect and hold County harmless and pay all
costs, expenses, and reasonable attorney's fees, incurred or paid by County in connection
with such litigation.
ARTICLE VI
Maintenance, Utilities and Operational Expenses
1. The ATM will operate from the electrical socket existing and located in the
Licensed Premises. County shall be responsible the cost of electricity to operate
the ATM within the Licensed Premises.
2. Operator shall be responsible for connecting and maintaining its cellular
connection. Operator shall bear any and all expenses associated with the
connection required to operate the ATM.
3. Operator shall be responsible for any and all maintenance associated with the
ATM.
4. With regard to all utilities, it is mutually agreed that County shall not be liable in
damages or otherwise for any interruption or failure thereof.
5. Operator agrees that it will not install any equipment which will exceed or
overload the capacity of any utilities facility or in any way increase the amount of
utilities usually furnished or supplied for use of the Licensed Premises. If any
equipment installed by Operator shall require additional utility facilities, the same
shall be installed and maintained at Operator's expense in accordance with plans
and specifications which shall be subject to advance written approval and
authorization by County.
6. Notwithstanding anything to the contrary, Operator agrees to promptly pay all
taxes, license and permit fees of whatever nature applicable to its operations
hereunder and to take out and keep current all licenses required for the conduct of
its business at and upon the Licensed Premises. Operator further agrees not to
permit any of said taxes, license or permit fees to become delinquent. Operator
further agrees to promptly pay when due all bills, debts and obligations incurred
by it in connection with its operations hereunder and not to permit the same to
become delinquent and to suffer no lien, mortgage, judgment or execution to be
filed against the Licensed Premises.
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ARTICLE VII
Place and Manner of Payments
All sums payable to County hereunder shall be made without notice at the following:
Eagle County
c/o Jan Miller
Post Office Box 850
500 Broadway
Eagle, CO 81631
or at such other place as the County or its authorized representative may hereafter
designate by notice in writing to Operator. Any check given to County shall be received
by it subject to collection and Operator agrees to pay any charges, fees or costs incurred
by County for such collection, including reasonable attorney fees.
ARTICLE VIII
Operation and Use of the Licensed Premises
1. Operator agrees that it will keep the Licensed Premises in a neat, clean, safe,
sanitary and orderly condition at all times and shall maintain the Licensed
Premises and ATM in an orderly and proper manner so as not to commit any
nuisance or annoy, disturb, or be offensive to others in the Facility.
2. Operator agrees not to use or permit use of the Licensed Premises for any purpose
prohibited by the laws of the United States, State of Colorado, Eagle County and
any rules or regulations adopted by Eagle County, all as amended from time to
time, and not otherwise authorized hereunder. Operator further agrees that it will
use the Licensed Premises and shall operate the ATM in accordance with all
applicable federal, state and local laws, ordinances, resolutions, and all rules and
regulations adopted by County for the operation, management and control of the
Facility or Licensed Premises.
3. Operator may post one sign in a location to be agreed upon by the parties. Any
signage shall be subject to the advance written approval of County. No other
advertising shall be permitted on the ATM terminal.
4. Any alterations, improvements, and /or additions to the Licensed Premises will
only be done at Operator's expense after obtaining County's written consent.
5. Operator shall retain title to and shall remove at its sole cost, upon the termination
or expiration of this Agreement, the ATM and any related signage or equipment.
If such removal shall injure or damage the Licensed Premises, Operator agrees, at
its sole cost, at or prior to the expiration or termination of this Agreement, to
repair such injury or damage in a good and workmanlike manner and to place the
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Licensed Premises in the same condition as the Licensed Premises would have
been if such Operator's ATM, related signage and equipment had not been
installed. If Operator fails to remove the ATM, signage, or equipment by the
expiration or termination of this Agreement, or fails to repair any injury or
damage then County shall be entitled to recover from Operator any costs of
removing and either disposing of or storing the same and restoring the Licensed
Premises.
ARTICLE IX
Assignment and Subletting
Operator's privileges hereunder are personal in nature and shall not be assignable by
Operator in whole or in part.
ARTICLE X
Access to Premises
County and County's authorized representative shall have the right to enter upon the
Licensed Premises at all reasonable hours and in emergencies, at all times for any
lawful purpose.
During the term of this Agreement, County grants to Operator and its third party
servicing agents unrestricted access to the ATM and Licensed Premises during
normal business hours.
ARTICLE XI
Default
In the event of a default under the terms and conditions set forth in this Agreement,
the non - defaulting party shall give written notice of the default. The defaulting party
shall then have thirty (30) days to cure said default. In the unlikely event said default
is not cured at the end of the thirty (30) day period, the non - defaulting party shall
have the option to terminate this Agreement, and may pursue any and all remedies
available to it.
ARTICLE XII
Termination
1. This License Agreement may be terminated upon the occurrence of any of the
following:
a. In the event that (i) a party becomes insolvent; (ii) a party shall make an
assignment of its property for the benefit of creditors or shall seek
liquidation or reorganization under any insolvency or bankruptcy law; (iii)
a petition is filed by or against a party under any provision of the United
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States Bankruptcy Code which is not dismissed or stayed within sixty
(60)days after its filing; or (d) a receiver or trustee for a party shall bot
have been discharged within sixty (60) days from the date of appointment,
then the other party may immediately terminate this Agreement and
pursue all remedies available to it at law or in equity.
b. Default as set forth in Article XI.
c. Written notification by either party that this Agreement will terminate for
any reason whatsoever, with or without cause, specifying the date of
termination. Said termination date shall be no sooner than sixty (60) days
from the date of notification.
ARTICLE XIII
Damage, Destruction or Loss
1. If the Licensed Premises, or any portion thereof, is destroyed or damaged by fire
or otherwise to an extent that renders it unusable this Agreement shall be deemed
terminated and of no force and effect.
2. County shall not be liable for any loss of property or theft or burglary from the
Licensed Premises or for any damage to person or property on the Licensed
Premises resulting from lightning, or water, rain or snow, which may come into or
issue or flow from any part of the Facility, or from the pipes, plumbing, wiring,
gas or sprinklers thereof and Operator agrees to make no claim for any such loss
or damage at any time. The ATM shall at all times remain the property of
Operator and Operator shall be solely responsible for any damage or loss
associated with the ATM or its contents.
ARTICLE XIV
Waiver
No failure to insist upon the strict performance of a term, covenant or agreement
contained in this Agreement, no failure to exercise any right or remedy under this
Agreement, and no acceptance of full or partial payment during the continuance of any
default shall constitute a waiver of any such term, covenant or agreement or a waiver of
any such right or remedy or a waiver of any default.
ARTICLE XV
Notices
1. All notices to be given with respect to this Agreement shall be in writing. Each
notice shall be sent by registered or certified mail, postage prepaid and return
receipt requested, to the party to be notified at the following address or at such
other address as either party may from time to time designate in writing.
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County Operator
Eagle County Alpine Vending & Video, Inc.
Attn: Jan Miller P.O. Box 5160
P.O. Box 850 Avon, CO 81620
500 Broadway
Eagle, CO 81631
2. Every notice shall be deemed to have been given three days after it shall have
been deposited in the United States mail in the manner prescribed herein.
Nothing contain herein shall be construed to preclude personal service of any
notice in the manner prescribed for personal service as a summons or other legal
process.
ARTICLE XVI
Miscellaneous Provisions
1. This Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior oral or written statements,
understandings or correspondences, if any, with respect thereto. This Agreement
may be amended only by one or more amendments executed in the same manner
as this Agreement.
2. If any portion of this Agreement shall be declared invalid or unenforceable, the
remainder of the Agreement shall continue in full force and effect.
3. This Agreement and all agreements herein contained shall bind the parties hereto
and their heirs, personal representatives, successors and assigns.
4. This Agreement shall be construed in accordance with the laws of the State of
Colorado. The Parties stipulate and consent to the exclusive jurisdiction and
venue of the District Court, Eagle County, Colorado, in any civil action which
might arise under this Agreement. In the event of any litigation or other action or
proceeding between the parties hereto arising out of the performance or
nonperformance of this Agreement, or enforcement of any rights or remedies
hereunder, the prevailing party shall be entitled in such litigation, action or
proceeding to also recover as part of any judgment, award or other relief, its
reasonable attorney's fees and costs incurred.
5. The signatories below hereby represent and warrant that they have full authority
to enter into this Agreement on behalf of their respective entities.
6. No agent, employee or volunteer of the Operator shall be deemed an agent,
employee or volunteer of the County. Likewise, no agent, employee or volunteer
of County shall be deemed an agent, employee or volunteer of the Operator.
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7. The ATM consists, in part, of computer programs, procedures, forms and other
related materials which have been acquired and developed by Operator or third
parties at substantial expense. County acknowledges that the foregoing are trade
secrets which are of great value to Operator and disclosure to others of any of the
programs, procedures, forms or other related materials with respect to the ATM
will result in loss or damage to Operator. County agrees not to disclose to others
any information regarding such programs, procedures, forms and other related
materials with respect to the ATM unless required by the Colorado Open Records
Act.
8. County acknowledges that the ATM, certain service and trademarks, computer
programs, procedures, forms and other related materials belong to and are trade
secrets of third parties and shall not in any way reconfigure or reverse engineer
such in any manner whatsoever.
9. Notwithstanding anything to the contrary contained m this Agreement, County
shall have no obligations under this Agreement after, nor shall any payments be
made to Operator in respect of any period after December 31, 2012 without an
appropriation therefore by County in accordance with a budget adopted by the
Board of County Commissioners in compliance with Article 25, Title 30 of the
Colorado Revised Statutes, the Local Government Budget Law (C.R.S. §29 -1 -101
et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20).
10. If Operator (hereinafter "Contractor" for purposes of this paragraph 10) has any
employees or subcontractors, Contractor /Consultant shall comply with C.R.S. § 8-
17.5 -101, et seq. By execution of this Contract, Contractor /Consultant certifies
that it does not knowingly employ or contract with an illegal alien who will
perform under this Contract and that Contractor /Consultant will participate in the
E- verify Program or other Department of Labor and Employment program
( "Department Program ") in order to confirm the eligibility of all employees who
are newly hired for employment to perform work under this Contract.
A. Contractor /Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Contractor /Consultant that the subcontractor shall not knowingly employ or
contract with an illegal alien to perform work under the public contract for
services.
B. Contractor /Consultant has confirmed the employment eligibility of all
employees who are newly hired for employment to perform work under this
Contract through participation in the E -verify Program or Department Program, as
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administered by the United States Department of Homeland Security.
Information on applying for the E- verify program can be found at:
http:// www .dhs.gov /xprevprot/programs /gc 1185221678150.shtm
C. The Contractor /Consultant shall not use either the E -verify program or
other Department Program procedures to undertake pre - employment screening of
job applicants while the public contract for services is being performed.
D. If the Contractor /Consultant obtains actual knowledge that a subcontractor
performing work under the public contract for services knowingly employs or
contracts with an illegal alien, the Contractor /Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the
Contractor /Consultant has actual knowledge that the subcontractor is employing
or contracting with an illegal alien; and
(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the
subcontractor does not stop employing or contracting with the illegal alien; except
that the Contractor /Consultant shall not terminate the contract with the
subcontractor if during such three days the subcontractor provides information to
establish that the subcontractor has not knowingly employed or contracted with an
illegal alien.
E. The Contractor /Consultant shall comply with any reasonable request by
the Department of Labor and Employment made in the course of an investigation
that the department is undertaking pursuant to its authority established in C.R.S. §
8 -17.5- 102(5).
F. If a Contractor /Consultant violates these prohibitions, the County may
terminate the contract for a breach of the contract. If the contract is so terminated
specifically for a breach of this provision of this Contract, the
Contractor /Consultant shall be liable for actual and consequential damages to the
County as required by law.
G. The County will notify the office of the Colorado Secretary of State if
Contractor /Consultant violates this provision of this Contract and the County
terminates the Contract for such breach.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
COUNTY of EAGLE, STATE of COLORADO
By and Through its Board of Count Co issioners
/ BY.
Peter F. Runyon, Chairman
ATTEST:
BY r_ if _ -
Teak Simonton *
Clerk to the Board of County Com y t Y
Alpine Vending & Video, Inc.
BY: / 16 4-tj (1 - --14 "- - y
Name: at f ei -SkAtitoti
Title: g /
STATE of COLORADO )
)ss.
COUNTY of EAGLE )
The foregoing instrument was acknowledged before me this I day of
HUNT/It- , 2012, bylet' /&' of Alpine Vending & Video, Inc.
Witness my hand and official seal
• /, / .,l( #/ '•
/9.JJ1.fr otary Publ c
My commission expires: 3 NOTARY PUBLIC
STATE OF COLORADO
10 My Commission Expires 03/22/2014
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CERTIFICATE OF LIABILITY INSURANCE OP ID J141 DATE (MM1DD/YYYY)
03/21/12
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poli must be endorsed. tf SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such andorsement(s).
PRODUCER Nark.'
NAME:
Mile Hi Insurance, Inc. ( No, Ext}: (A/ No):
4251 Kipling St. #220 ADDRESS:
Wheatridge CO 80033 PRODUCER
CUSTOMER ID d: ALP IN- 3
Phone:303- 237 -5445 Fax:303- 239 -8807 INSURER(S) AFFORDING COVERAGE NAIC
INSURED INSURER A: Cna Insurance Company
Alpine Vending & Video, Inc. INSURERS:
PO Box 5160
Avon CO 81620 INSURER C :
INSURER D :
INSURER E : •
INSURER F
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTW ITHSTANOING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
I LTR TYPE OF INSURANCE INSR e WVD POLICY NUMBER PI�.Y Rhh Y MIDD Y XY
(M {MWDDIYYY LIMITS
GENERAL LIABIUTY
EACH OCCURRENCE. $ 1, 000, 000 _
A X COMMERCIAL GENERAL LIABILITY B 2099632131 10 /19/11 10/19/12 PREMISES (Ea occurrence) $ 300, 000
CLAIMS -MADE El OCCUR MED EXP (My one person) $ 10 , 000
—
X BLKT. ADD'L INS. PERSONAL SADVINJURY $1,000,000
GENERAL AGGREGATE $ 2, 000, 000
GEN'L AGGREGATE LIMIT APPLIES PER: - PRODUCTS - COMP/OP AGG $ 2 , 0 00 , 00 0
TC POLICY n JECT fl LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1, 000, 0 0 0
(Ea accident)
A X ANY AUTO B 2072560894 10/19/11 10/19/12 BODILY INJURY (Per person) $
ALL OWNED AUTOS BODILY INJURY (Per accident) $
A SCHEDULED AUTOS B 2072560894 10 /19/11 10/19/12
PROPERTY DAMAGE $
X HIRED AUTOS (Per accident)
X NON -OWNED AUTOS $
_ $
A UMBRELLA LIAB g OCCUR B 2072560944 10/19/11 10/19/12 EACH OCCURRENCE $ 1, 000, 000
EXCESS LIAB CLAIMS -MADE AGGREGATE $ 1, 0 0 0, 0 0 0
DEDUCTIBLE $
X RETENTION $ 10, 000 $
WORKERS COMPENSATION ITO TORY LIMITS I 1 al-
AND EMPLOYERS' LIABILITY Y f N ER
ANY PROPRIETOR/PARTNERJEXECUTIVC E.L. EACH ACCIDENT
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OFFICER/MEMBER EXCLUDED? u N 1 A f
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $
It Yes, de under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $
DESCRIPTION OF OPERATIONS 1 LOCATIONS /VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space Is required) •
ADDITIONAL INSURED: EAGLE COUNTY
•
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
EAGLE COUNTY AUTHORIZED RES TATIVE f/�
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