HomeMy WebLinkAboutC15-306 The Manaus FundAGREEMENT BETWEEN EAGLE COUNTY AND THE MANAUS FUND FOR PARKING THE VALLEY SETTLEMENT PROJECT'S PRESCHOOL BUS THIS AGREEMENT ( "Agreement ") is entered into the day of 2015, 2015, between the Board of County Commissioners of Eagle County, a body corporate and politic ( "County "), and the Manaus Fund, a Colorado nonprofit corporation, hereinafter referred to as the "Manaus" (individually at "Party" and collectively, the "Parties "). RECITALS WHEREAS, the County owns, operates and maintains the El Jebel Community Center, located at 0020 Eagle County Rd., El Jebel, Colorado (the "Facility "); and WHEREAS, Manaus wishes to use certain space at the Facility for the Valley Settlement Project, specifically to park the Valley Settlement Project mobile preschool school bus (the "Preschool Bus ") and for the incidental use of indoor restrooms at the Facility; and WHEREAS, the County is willing to allow Manaus to use the Facilities upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Town and the County, the Parties do hereby agree as follows: 1. . Term. The term of this Agreement shall commence upon execution of this Agreement by both parties and shall end on August 31, 2016, unless earlier terminated as hereinafter provided. 2. License to use of the Facility. The County hereby grants to Manaus a revocable, limited and non - exclusive license to park the Preschool Bus at the Facility in the location identified by the Eagle County Facilities Management Department and to use the Premises and Facility in accordance with the terms and conditions of this Agreement. The parties agree that until further notice, the Preschool Bus may be parked in the location identified in Exhibit A, attached hereto and incorporated herein (the "Premises ") by this reference. Manaus acknowledges that the location to park the Preschool Bus may change from time to time based on directive of the Eagle County Facilities Management Department and agree to move the Preschool Bus at any reasonable time in accordance with such directive. 3. License Fee Amount. There shall be no license fee associated with Manaus' use of the Facility in accordance with the terms of this Agreement. However, Manaus agrees to reimburse the County for the cost of any major repairs necessitated by the use of the Facility, including but not limited to any damage to the Facility by a Valley Settlement Project employee, volunteer or participant, or any damage to the Facility, beyond reasonable wear and tear, resulting from parking of the Preschool Bus at the Facility. 4. Rights and Limitations on Use of the Premises. The following rights and limitations Page 1 of 5 ll�l* r ` apply to the County's use of the Premises: a. The Premises may only be used as a mobile preschool. b. The Preschool Bus may be parked on the Premises, or in .an alternative location identified by the Facilities Management Department, 24 -hours a day during the term of this Agreement and subject to the conditions contained herein. c. In connection with operations of the Valley Settlement Project at the Facility, Valley Settlement Project employees and participants may also use the indoor restrooms at the Facility during County business hours and while the Facility is open to the public. Manaus shall keep the restroom facilities reasonable clean at all times after such use. Manaus acknowledges and agrees that it will not have access to restrooms at the facility outside of normal County - business hours. d. Manaus may allow one employee or volunteer teacher to park one vehicle at the Facility during operation of the mobile preschool. No other vehicle, equipment or personal property may be stored on, nor may any other use be made of the Facility, without express written authorization of the County. e. Manaus agrees to accept the Premises and the Facility in its existing condition and agrees not to make any installation on the Premises or Facility. L Manaus agrees to take good care of the Premises and to leave the Premises in the same condition as when first occupied at the commencement of this Agreement, reasonable wear and tear expected. g. Manaus agrees to immediately notify the County of any defects or dangerous conditions in and about the Premises of which Manaus becomes aware. h. Manaus shall not permit the Premises to be used for any purpose prohibited by law, and will use the Premises in accordance with the general rules and regulations governing the operation of the Premises. L Manaus acknowledges that its right to use the Premises and Facility is not exclusive. County reserves the right to use the Facility as it deems appropriate, in its sole and, exclusive discretion. Manaus agrees to reasonably cooperate with the County and other public users of the Facility and not to interfere with County business occurring there. 5. Termination. The County may terminate this Agreement or revoke the license granted hereunder without cause by providing at least sixty (60) days prior written notice to the other Party. The County may also require Manaus to vacate the Premises and/or Facility immediately in case of emergency or other immediate need of the County. In the case of expiration or early termination of this Agreement (i.e., revocation of the license), Manaus agrees to remove the Preschool Bus, its employees, volunteers and participants, and to restore the Premises to its original condition, reasonable wear and tear expected. If the Preschool Bus is not timely Page 2 of 5 removed, and/or the Premises is not so restored, County may do so at Manaus's expense, with all such expenses being promptly reimbursed to County by Manaus. 6. Utilities. Manaus agrees that County has no obligation to furnish electricity, heating, lighting, trash removal, water or any other utility for the Premises. 7. Inspection. County shall have the right to enter the Premises for the purpose of inspecting or protecting the Premises. 8. Indemnification. Manaus shall indemnify and hold harmless County, and any of its officers, agents 'and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Manaus or any of its employees, agents or participants hereunder; and Manaus 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 Manaus. This paragraph shall survive expiration or termination hereof. 9. Disclaimer Governmental Immunity. Manaus acknowledges that County disclaims any and all liabilities associated with the storage of the Preschool Bus on and Manaus' use of the Premises and Facilities. Manaus agrees that such use shall be at Manaus (and its participants') sole risk. Nothing in this Agreement shall be construed to waive limit, or otherwise modify any governmental immunity that may be available by law to the County, its respective officials, employees, contractors, or agents, or any other person acting on behalf of the County, 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. 10. Insurance. Manaus agrees to provide and maintain and its sole cost and expense, the following insurance coverage with with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law. H. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products /completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $1,000,000 aggregate limits. b. Other Requirements. i. The automobile and commercial general liability coverage shall be Page 3 of 5 endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. A certificate of insurance consistent with the foregoing requirements is attached hereto as Exhibit B. ii. The insurance provisions of this Agreement shall survive expiration or termination hereof. iii. 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. 11. Relationship of the Parties. Nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or joint ownership interest in the Premises or Facilities. 12. Notice. Any notice, demand, or other communication required or permitted to be given by any provision of the Lease shall be given in writing, delivered personally or sent by certified or registered mail, postage prepaid and return receipt requested, or by overnight courier, with shipping charges prepaid, address as follows: To : anaus ' Jon Fox -Rubin Executive Director The 1vlanaus Fund. To the County: Eagle County Facilities Management Department P.O. Box 850 Eagle, CO 81631 Phone: 970- 328 -8880 Fax: 970 - 328.8899 13. 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. 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. 14. Miscellaneous. a. Except as provided herein, no amendment, alteration, modification or addition to Page 4 of 5 this Agreement shall be valid or binding unless in writing and signed by the Parties. b. 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. c. The caption of each section is added as matter of convenience only and is to be considered of no effect in the construction of any provision contained herein. d. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado. e. Should either party bring suit to enforce the terms of this Agreement, the Parties shall bear their own'respective costs, expenses, and attorneys' fees. f. 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. g. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. EAGLE COUNTY COUNTY OF EAGLE, STATE OF COLORADO, By and Through the Eagle Coun ana er By: rent McFall, C unty Manager MANAUS FUND Title: tb� Page 5 of 5 in CU z x �' W MANAU -1 OP ID: J4 ;44c" Rix CERTIFICATE OF LIABILITY INSURANCE 7OT5/14/201 E(MM/5Y) 5 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 policy(ies) must be endorsed. If 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 endorsement(s). PRODUCER Neil - Garing Agency, Inc. PO Box 1576 Glenwood Springs, CO 81602 Jason W. Bolton, CIC NAW CT Jenny Hughes PNONE 970- 945 -9111 FAX ac N Et): ac No : 970 - 945 -2350 E-ML hu hes neil- arin .com ADDRESS: AI X COMMERCIAL GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIC # INSURER A:Philadelphia Insurance Company EACH OCCURRENCE INSURED The Manaus Fund INSURER B:Pinnacol Assurance CLAIMS -MADE OCCUR PO Box 2026 Carbondale, CO 81623 INSURERC:Allstate Insurance Company PHPK1153125 04/12/2015 04/12/2016 INSURER D: 100 000 $ , INSURER E: MED EXP (Anyone person) $ 5,000 INSURER F: Hired /NonOwn Auto COVERAGES CERTIFICATE NUMBER: 2 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. NOTWITHSTANDING 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. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF MM /DD/Y POLICY EXP MM /DD LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR X PHPK1153125 04/12/2015 04/12/2016 DA M AGE r N PREMISES Ea occurrence 100 000 $ , X MED EXP (Anyone person) $ 5,000 A Hired /NonOwn Auto PHPK1153126 04/1212015 04/12/2016 ( *HNOA) PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ECT LOC X PRODUCTS - COMP /OP AGG $ 2,000,000 *HNOA $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1 , 000 , O()0 BODILY INJURY (Per person) $ C ANY AUTO 648247642 04/12/2015 04/12/2016 ALLOWNED X SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNED HIRED AUTOS AUTOS PROPER a Eiden DAMAGE $ *HNOA $ EXCLUDED UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE Y- OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / 4146021 03/01/2015 03/01/2016 X STATUTE ERTM E.L. EACH ACCIDENT $ 100,000 E.L. DISEASE - EA EMPLOYEq $ 100,000 E.L. DISEASE - POLICY LIMIT $ 500,000 A Directors /Officers PHSD925168 04/12/2015 04/12/2016 Aggregate 1,000,000 Liability CLAIMS MADE COV FORM Claim 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Holder is included as Additional Insured under General Liability only and only in respect to ongoing operations of the insured. Re: Eagle County EI Jebel Community Center 0020 Eagle County Rd El Jebel CO 81623 TE HOLDER Eagle County ISAOA /ATIMA PO Box 850 Eagle, CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE J ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD RECEIVED 07113/2015 01:3" 9705103005 VALLEY SETTLEMENT 07/13/2015 14:21 FAX 970 384 5985 CAREER CENTER lao0i V 8 1 11 111 as - ! g I C, LP 0 14 A A A A A ME 4 t ' COLORADO SCHOOL DISTRICTS SELF INSURANCE POOL LIMITS/ DEDUCTIBLES CERTIFICATE OF COVERAGE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 07/01/2015 CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICY BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT $5,000,000 CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER, AUTHORIZED REPRESENTATIVE AND THE MEDICAL EXPENSE (PER PERSON /PER ACCIDENT) CERTIFICATE HOLDER. AUTOMOBILE MEMBER: ROARING FORK SCHOOL DISTRICT RE -1 ATTN: Shannon Pelland Colorado School Districts Self LIMIT PER ACCIDENT ADDRESS: 1405 GRAND AVENUE Insurance Pool CITY, STATE ZIP: GLENWOOD SPRINGS, CO 81601 6857 South Spruce St. PROPERTY Centennial, Colorado 80112 POLICY NUMBER: 2301 -15 -00158 BUILDING /BUSINESS PERSONAL PROPERTY LIMIT $220,777,316 (303) 722 -2600 POLICY PERIOD: 07/01/2015 to 07/01/2016 Auto Physical Damage Coverage (303) 722 -7888 Fax $500 THIS IS TO CERTIFY THAT THE POLICY OF COVERAGE LISTED BELOW HAS BEEN ISSUED TO THE MEMBER ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, DEFINITIONS AND CONDITIONS OF SAID POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. damage" caused by the Member's negligence if required by written contract or TYPE OF COVERAGE LIMITS/ DEDUCTIBLES SCHOOL ENTITY LIABILITY Occurrence Form EACH OCCURRENCE OR WRONGFUL ACT $3,000,000 ANNUAL AGGREGATE LIMIT $5,000,000 MEDICAL EXPENSE (PER PERSON /PER ACCIDENT) $1,000 /$10,000 AUTOMOBILE Any Auto, Hired and Non -Owned LIMIT PER ACCIDENT $2,000,000 Medical Payments LIMIT PER ACCIDENT /PER PERSON $5,000 PROPERTY Special Form BUILDING /BUSINESS PERSONAL PROPERTY LIMIT $220,777,316 DEDUCTIBLE $10,000 Auto Physical Damage Coverage AUTO PHYSICAL DAMAGE DEDUCTIBLE $500 PROPERTY DAMAGE TO PREMISES RENTED TO YOU $500,000 DESCRIPTION OF OPERATIONS LOCATIONS/VEHICLES/SPECIAL ITEMS Certificate Holder has been included as an Additional Insured on the Member's School Auto Liability Coverage for "bodily injury", "personal injury" or "property damage" caused by the Member's negligence if required by written contract or agreement subject to the policy terms and conditions with respects to coverage for the Little Bus. CERTIFICATE HOLDER: CANCELLATION: SHOULD THE ABOVE DESCRIBED POLICY BE CANCELLED BEFORE THE EXPIRATION DATE, WE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. Eagle County Board of Commissioners AUTHORIZED REPRESENTATIVE P O Box 660 Eagle, CO 81631 �"'