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Home My WebLink AboutC15-007 Vail Valley Foundation AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND THE VAIL VALLEY FOUNDATION CONCERNING TRANSFER OF OWNERSHIP OF BUSES FOR THE 2015 WORLD ALPINE SKI,CHAMPIONSHIPS This Agreement ("Agreement") is effective as of the of of January, 2015 by and between Eagle County Government ("County") and the Vail Valley Foundation ("VVF'), who shall collectively be referred to as the"Parties." WHEREAS,VVF has requested use of four(4)ECO Transit retired buses for its use during the 2015 World Alpine Ski Championship events(the"World Cup Events");and WHEREAS,Eagle County has elected to transfer ownership of the four(4)retired buses,for the sum of fifteen dollars($15)per bus,to accommodate VVF needs during the World Cup Events; and WHEREAS,the Parties desire for Eagle County to retain the option to repurchase the same four (4)retired buses at the conclusion of the World Cup Events for the purchase price of one dollar ($1)per bus; and WHEREAS, in consideration of the premises set forth above and the promises set forth below, the good and valuation consideration acknowledged,the Parties agree as follows: A. Transfer of Buses from County to VVF 1. Contemporaneous with execution of this Agreement,County will execute the Bill of Sale attached hereto as Exhibit A and incorporated herein by this reference, and will transfer to VVF title and ownership of the four buses specifically identified therein(hereinafter referred to individually as a"Bus"and collectively as the"Buses"). 2. As compensation for transfer of ownership of the Buses, and to cover the administrative costs associated with relicensing the Buses,VVF will pay to the County the sum of fifteen dollars($15)per bus,or a total of sixty dollars($60). Full payment to the County shall be made at or before the time of pickup. 3. VVF acknowledges that prior to execution of the Bill of Sale,County will remove all logos,Eagle County/Eagle County Regional Transit Authority branding, license plates and all non-essential electronic components,as County deems appropriate. Notwithstanding the foregoing, County will not remove the destination signs, which signs may be used by VVF as it sees fit. 4. Upon execution of the Bill of Sale and transfer of title to the Buses,the Buses will be available for pick-up by the VVF at the Maintenance Service Center located at 3289 Cooley Mesa Road,Gypsum,Colorado. The Buses will be un-plated and VVF will be solely responsible for obtaining and displaying license plates, in accordance with Colorado law.The Buses will be fueled at a level sufficient to facilitate VVF's transport of the Buses to a storage location within Eagle County. Page 1 of 4 CV)-O6 5. The Parties acknowledge that after transfer of the Buses, VVF may decide, in its sole discretion,to transfer the Buses to a third party for purposes of operation during the World Cup Events, in which case VVF agrees to extend all obligations concerning operation,use, maintenance and insurance contained herein to the third party purchaser, and County shall have no obligation therefor. B. VVF Responsibilities,Acknowledgment and Agreement: 1. Upon transfer of Buses to VVF,VVF will be solely responsible for proper titling, registration, license plating, vehicle inspections, maintenance, and operations for the Buses. Except as expressly provided herein,Eagle County will not provide any maintenance or support related to the operation or storage of the Buses and expressly disclaims all responsibility or liability with respect to any Buses purchased by VVF. 2. Other than internal or external branding/advertising,VVF agrees to not modify any of the Buses. Notwithstanding the foregoing,VVF may conduct routine maintenance or repairs during ownership. 3. Indemnification. VVF, its successors or assigns,assumes all liability for and shall defend, indemnify, and save harmless Eagle County, its officers,agents,representatives and employees, from all claims,loss,damage, actions,expenses,and liability resulting from,brought for,or on account of, any personal injury,threat of personal injury,or property damage received or sustained by any person or persons growing out of,occurring or attributable directly or indirectly,to this Agreement or are based upon the storage,use,maintenance,operation of the Buses after the transfer of the same to VVF; and VVF shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss,claim,damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the VVF. This paragraph shall survive expiration or termination hereof. 4. At all times VVF retains ownership of the Buses, VVF agrees to maintain proper and appropriate automobile and general liability insurance with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage insurance. VVF agrees to utilize properly trained and licensed drivers and to comply with all federal,state and local laws,rules and regulations associated with the use of the Buses. 5. VVF acknowledges that it has been given an opportunity to fully inspect the Buses before purchasing the same and assuming title and that the Vehicles are being sold in an"as is," with all faults,condition. VVF understands that Eagle County makes no warranties,express or implied, as to the condition of the vehicles or their fitness for any particular use. VVF acknowledges and agrees that while County retains an option to re-purchase the Buses, County has no liability or responsibility of any kind with respect to the Buses after transfer to VVF. Page 2 of 4 C. County Option to Repurchase Buses 1. At the close of the World Cup Events County shall have the exclusive first right of refusal and option to re-purchase the Buses from VVF for the purchase price of one dollar($1) per Bus,but in no case shall County be required to repurchase any of the Buses. 2. No later than March 1,2015, VVF shall allow County to inspect the Buses. Within three (3)days of inspection,County's authorized representative,Kelley Collier,ECO Transit Director of Transportation, shall notify VVF whether it will exercise its option to purchase by executing the Option Notice attached hereto as Exhibit B. 3. For transfer of any Buses the County opts to repurchase hereunder, VVF shall utilize the form of Bill of Sale attached hereto as Exhibit C,transfer title and deliver possession of the subject Buses no later than March 7,2015 or as otherwise set forth in the executed Option Notice. Upon transfer of any Bus from VVF to County,VVF shall disclaim any further responsibility with respect to said Bus(es). 4. At the time of transfer to County, VVF shall ensure the Buses are fueled to a level sufficient to facilitate County's transport of the Buses to a storage location within Eagle County. 5. Notwithstanding the foregoing, if on March 1,2015,VVF is not the owner of the Buses, County will waive its right to exercise the first right of refusal and option to purchase the Buses, in which case, VVF agrees to pay to the County the full cost of the Buses as of the date of this Agreement,which the parties agree is fifty thousand dollars($50,000). Said payment shall be made in full no later than March 31,2015. D. Miscellaneous 1. The Parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. 2. Each of the Parties is an independent entity. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee,master-servant, partnership,joint venture or any other relationship between County and VVF. Neither of the Parties shall have authority to bind the other. 3. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. Page 3 of 4 4. VVF shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. 5. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. 6. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. 7. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. 8. The signatories to this Agreement aver to their knowledge no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. VVF has no beneficial interest, direct or indirect,that would conflict in any manner or degree with the terms of this Agreement and shall not employ any person having such known interests. 9. 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 VVF. 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. IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and'Through Its COUNTY MANAGER By: f?�n Rachel Oys,Acting unty Manager VAIL VALLEY FOUNDATION By: C Y� Ceil Folz,Pre Page 4 of 4 EXHIBIT B FORM OF OPTION NOTICE [Date] Ceil Folz President Vail Valley Foundation P.O. Box 309 Vail, CO 81658 RE: Exercise of Option Dear Ceil: Pursuant to the Agreement between Eagle County, Colorado ("County") and the Vail Valley Foundation ("VVF') dated , 2015 (the "Option Agreement"), we hereby give notice of our exercise of the option granted thereunder in our favor with regard to the following Buses(check one or more): Make and Model: Gillig Phantom Bus Number: 853 Year: 1998 Vehicle Identification Number: 15GCD2114W 1089054 Make and Model:Gillig Phantom Bus Number: 861 Year:2001 Vehicle Identification Number: 15GCD211 X 11111667 Make and Model: Gillig Phantom Bus Number: 862 Year:2001 Vehicle Identification Number: 1 5GCD211 X 11111678 Make and Model: Gillig Phantom Bus Number: 864 Year:2004 Vehicle Identification Number: 15GCD211 X41112043 The transfer date for the purchase of the Bus(es) identified above will be In accordance with the Option Agreement, enclosed is a check made payable to VVF in the amount of Dollars ($ .00) as the full purchase price for the above referenced Bus(es). Capitalized terms used herein but not defined herein shall have the meanings given them in the Option Agreement. COUNTY OF EAGLE,STATE OF COLORADO,By and Through Its Director of Transportation By: Kelley Collier ECO Transit Director of Transportation Exhibit C BILL OF SALE AND ACKNOWLEDGMENT THIS BILL OF SALE,ACKNOWLEDGMENT is made and executed this day of 20_,by Eagle County,Colorado(hereinafter referred to as"Eagle County")and the Vail Valley Foundation(hereinafter referred to as"VVF"). WITNFSETH WHEREAS,VVF has requested use of four(4)ECO Transit retired buses for its use during the 2015 Alpine World Cup Ski Championship events(the"World Cup Events");and WHEREAS,Eagle County transferred ownership of the four(4)retired buses,for the sum of fifteen dollars($15)per bus,for purposes of accommodating the VVF need during the World Cup Events;and WHEREAS,Eagle County exercised its Option to Purchase certain of the Buses and for the purchase price of one dollar per bus;and WHEREAS,in consideration of the premises set forth above and the promises set forth below,the good and valuation consideration acknowledged,VVF is willing to deliver title and Eagle County is willing to assume title to the four(4)retired buses in accordance with the terms and conditions set forth below. BILL OF SALE VVF,in consideration of the total payment of one dollar($1)per bus and other valuable consideration, receipt of payment acknowledged,does hereby transfer to Eagle County,the following buses(hereinafter referred to individually as a"Vehicle"or"Bus"and collectively as the"Vehicles"or the"Buses"),to have and to hold(check all that apply): Make and Model: Gillig Phantom Bus Number: 853 Year: 1998 Vehicle Identification Number: 15GCD2114W 1089054 Make and Model:Gillig Phantom Bus Number: 861 Year:2001 Vehicle Identification Number: 15GCD211 X 11111667 Make and Model:Gillig Phantom Bus Number: 862 Year: 2001 Vehicle Identification Number: 15GCD211 X 11111678 Make and Model: Gillig Phantom Bus Number: 864 Year:2004 Vehicle Identification Number: 15GCD211X41112043 ACKNOWLEDGEMENTS NOW,THEREFORE,in consideration of the delivery of title to the Buses,Eagle County acknowledges and agrees to the following: 1 That the Bus(es)are being sold in an "as is" with all faults condition.Eagle County understands that VVF makes no warranties,express or implied,as to the condition of the vehicles or their fitness for any particular use; and 2 That Eagle County has been given the opportunity to fully inspect the Bus(es)before purchasing the same and assuming title;and 3 That Eagle County will,at all times,operate the Bus(es)in a lawful manner including maintaining adequate insurance coverage during their operation and use. COUNTY OF EAGLE,STATE OF COLORADO,By and Through Its COUNTY MANAGER By: Rachel Oys,Acting County Manager VAIL VALLEY FOUNDATION By: Ceil Folz,Presiders Exhibit A BILL OF SALE AND ACKNOWLEDGMENT THIS BILL OF SALE AND ACKNOWLEDGMENT is made and executed this day of ,20_,by Eagle County,Colorado(hereinafter referred to as"Eagle County")and the Vail Valley Foundation(hereinafter referred to as"VVF"). WITNESETH WHEREAS,VVF has requested use of four(4)ECO Transit retired buses for its use during the 2015 Alpine World Cup Ski Championship events(the"World Cup Events");and WHEREAS,Eagle County has elected to transfer ownership of the four(4)retired buses,for the sum of fifteen dollars($15)per bus,for purposes of accommodating the VVF need during the World Cup Events; and WHEREAS,Eagle County wishes to retain the option to repurchase the same four(4)retired buses at the conclusion of the World Cup Events for the purchase price of one dollar per bus;and WHEREAS,in consideration of the premises set forth above and the promises set forth below,the good and valuation consideration acknowledged,Eagle County is willing to deliver title and VVF is willing to assume title to the four(4)retired buses in accordance with the terms and conditions set forth below. BILL OF SALE Eagle County,Colorado,of 500 Broadway,Eagle,81631,County of Eagle,Colorado, in consideration of the total payment of fifteen dollars($15)per bus,for a total of sixty dollars($60)and other valuable consideration,receipt of payment acknowledged,does hereby transfer to the VVF,the following buses (hereinafter referred to individually as a"Vehicle"or a"Bus"and collectively as the"Vehicles"or the "Buses"),to have and to hold: 1. Make and Model: Gillig Phantom Bus Number: 853 Year: 1998 Vehicle Identification Number: 15GCD2114W 1089054 2. Make and Model:Gillig Phantom Bus Number: 861 Year:2001 Vehicle Identification Number: 15GCD211 X 11111667 3. Make and Model: Gillig Phantom Bus Number: 862 Year:2001 Vehicle Identification Number: 15GCD211 X 11111678 4. Make and Model:Gillig Phantom Bus Number: 864 Year: 2004 Vehicle Identification Number: 15GCD211 X41112043 ACKNOWLEDGEMENTS NOW,THEREFORE, in consideration of the delivery of title to the Buses,VVF acknowledges and agrees to the following: 1 That the Buses are being sold in an"as is" with all faults condition.VVF understands that Eagle County makes no warranties,express or implied,as to the condition of the Buses or their fitness for any particular use;and 2 That VVF has been given the opportunity to fully inspect each Bus before purchasing the same and assuming title;and 3 That VVF will,at all times,operate the Buses in a lawful manner including maintaining adequate insurance coverage during their operation and use. 4. That VVF waives any claim against the County and acknowledges that County has no liability associated with the transfer of the Buses. IN WITNESS WHEREOF,the parties have executed this Bill of Sale and Acknowledgment the day and year first set forth above. COUNTY OF EAGLE,STATE OF COLORADO,By and Through Its COUNTY MANAGER By: Rachel Oys,Acting County Manager VAIL VALLEY .,DATION By: Ceil Folz,Pr- dent \