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HomeMy WebLinkAboutECAT17-025 United Airlines MOAAGREEMENT FOR INSTALLATION AND MAINTENANCE OF ACCESS POINT UNITS AT THE EAGLE COUNTY AIRPORT This AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into this 12/06/2017 , by and between United Airlines, Inc. whose address is 233 S. Wacker Dr., Chicago, Illinois 60606 (hereinafter referred to as the "Representative") and Eagle County Air Terminal Corporation (ECAT), a Colorado not -far -profit corporation whose address is P.D. Box 850, Eagle, Colorado 81631 (hereinafter referred to as "ECAT"). Representative and ECAT may be individually referred to herein each as a "Party" or collectively as the "Parties." WITNESSETH; WHEREAS, ECAT owns the Terminal Building located at the Eagle County Regional Airport in Gypsum, Colorado (hereinafter referred to as the "Property"); and WHEREAS, pursuant to United Contract C181596-3 (the "Terminal Lease'), Representative leases certain portions of the Property; and WHEREAS, Representative seeks permission to upgrade and installation of certain wiring and access point units ("AP Units") at certain locations within the Property for the purpose of using new baggage screening machines; and WHEREAS, ECAT is planning a terminal upgrade project, which will involve demolishing and rebuilding of the hold -room gate areas (the "Remodel Project"); and WHEREAS, ECAT is willing to allow Representative to install the AP Units subject to Representative's reasonable cooperation during the Remodel Project with respect to removal of certain AP Units and subject to the terms of this Agreement; and NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows: 1. Recitals. The recitals set forth above constitute a material part of this Agreement and are incorporated herein. 2. Use of the Property. ECAT shall allow the Representative to install and maintain the nine (9) AP Units more particularly described, and in the locations identified, in Exhibit "A," which is attached hereto and incorporated herein by this reference, for the purpose of using new baggage scanning machines which includes the installation of wiring of the AP Units. Representative shall restore areas of installation if any damage is done to ECAT property during installation. The Parties agree that AP units 1 (AP -1) and 5 (AP -5) will need to be removed at the time the Remodel Project is commenced and that the expense and coordination for installation and/or removal will be funded by the Representative at no cost or liability to the ECAT. In the event Representative contracts with a contractor or representative of ECAT for removal of the AP Units, ECAT shall have no liability for any damage to any AP Unit. ECAT17-025 3. Term of the Agreement. The term of this Agreement shall coincide with the term of the Terminal Lease, as amended from time to time, unless earlier terminated by either Party. Upon termination of this Agreement, Representative will remove the AP Units and restore the Property to its original condition within 30 days of the effective date of termination. If the AP Units are not so removed, ECAT may at its sole and exclusive discretion, decide to remove and dispose of the AP Units at ECAT's sole discretion, with no liability therefor. 4. Limited Rights. The Representative agrees, at its own cost and expense, if any, to secure any necessary permits and rights under applicable federal, state and county zoning, environmental, and land use laws and regulations to use the Property. 5. Liability. The Representative hereby agrees to assume liability during the period for installation and use of the technology permitted by this Agreement. Representative shall indemnify and hold harmless ECAT, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which ECAT 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 Representative or any of its subcontractors hereunder; and Representative shall reimburse ECAT for reasonable attorney fees and costs, legal and other expenses incurred by ECAT 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 ECAT to the extent that ECAT is liable to such third party for such claims without regard to the involvement of the Representative. This paragraph shall survive expiration or termination hereof. 6. Governing Law. This Agreement shall be governed, construed and interpreted by and through and the laws of the State of Colorado. Venue is in a state or federal court located in Colorado. 7. Severability. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent provided by law. S. Modification. The parties hereby agree that this Agreement contains the entire agreement between the parties and this Agreement shall not be modified, changed, altered, or amended in any way except through a written amendment signed by all the parties hereto. 9. Subordination. This Agreement shall be subordinate to the provisions of any existing or future agreement between Eagle County or ECAT and the United States, relative to the use, operation or maintenance of the Eagle County Airport (hereinafter referred to as the "Airport"), the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. 2 10. Notices. Any notices provided for herein shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, postage pre -paid, to the party for whom intended at the address set forth below: If to Representative: United Airlines, Inc. Vice President, Corporate Real Estate 233 S. Wacker Dr. Chicago, IL. 60606 If to ECAT: Eagle County Attorney P.O. Box 850 500 Broadway Eagle, Colorado 81631 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices are deemed to have been given effective as of the date of delivery if personally delivered and as of the third day after mailing, if mailed. 11. No Private Cause of Action. The rights herein contracted for shall inure solely to the benefit of the parties to this Agreement, and nothing herein shall be construed to grant a cause of action to non-parties claiming as third party beneficiaries or otherwise. 12. Recording of Agreement. Representative shall not record this Agreement in the public records of any public office. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the year and date first above written. EAG e . 89609 �58 .= b5 .... �MINAL CORPORATION Un ]illian H. 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