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HomeMy WebLinkAboutGE22-05 Alpine Vending and VideoLicense for Installation of Coin Operated Machine(s) THIS AGREEMENT made and entered into this ___ day of ______________, 2022 by and between Golden Eagle Elderly Housing Corporation, having its principal place of business at 700 Broadway Street, Eagle CO 81631; hereinafter referred to as the Proprietor, and Alpine Vending & Video, Inc., having its principal place of business at P.O. Box 5160 Avon, Colorado 81620, hereinafter called Operator. In consideration of the mutual covenants and agreements herein contained, the parties do agree as follows: 1. License. Operator is granted the exclusive right and privilege for a period of seven (7) years beginning with the date first written above to provide Laundry Machines, including two (2) washers and two (2) dryers (the “Machines”), for Proprietor’s property located at 700 Broadway Street, Eagle, Colorado consisting of 36 apartment units and associated facilities (the “Premises”) of Proprietor in an area designated by Proprietor, and any other such locations as mutually agreed upon. 2. Installation and Services. The Machines shall be installed by Operator at its expense, and shall be placed, maintained, and serviced by Operator so as to ensure that the Machines are kept in good working order and condition, and adequately stocked. 3. Service Personnel. Operator’s service personnel shall observe all regulations in effect upon the Premises of the Proprietor. Proprietor shall furnish to Operator’s service personnel necessary identification passes required for entrance to or exit from the premises of Proprietor. 4. Insurance and Indemnification. Operator shall maintain such insurance as will hold Proprietor harmless against any claims arising out of the operation of the Machines upon the Premises. Operator shall indemnify and hold harmless Proprietor, and any of its officers, agents, and employees against any losses, claims, damages, or liabilities for which Proprietor 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 Operator. 5. Compliance with Laws. Operator shall comply with all laws, ordinances, rules, and regulations pertaining to the installation and operation of such vending machines, and will hold Proprietor harmless against any fine, penalty, or damage for any actual or alleged failure on the part of Operator to comply therewith. Operator will pay all installation fees and license fees with respect to the Machines. 6. Statement of Sales. Operator agrees to remit to proprietor a 20% commission of the gross revenue so long as the washing fee remains at $2.00 per cycle and the drying fee remains at $1.50 per cycle, less applicable state and local sales and use tax and Credit/Debit Card usage fees, if any, from all the Machines, payable once per month. No monies are due, and no commission amounts will be sent if the total commission due for any given month is less than 25.00. 7. Ownership of Machine. Proprietor acknowledges that the Machines are the sole property of Operator, and that nothing in this Agreement or in the relationship between parties will give the Proprietor any proprietary interest in the Machines. 8. Refunds. Operator will refund monies to Proprietor, which Proprietor has advanced to customers for machine failures, upon presentation of satisfactory evidence of same to Operator. DocuSign Envelope ID: 18A138FC-358D-400A-8D2D-FAC0DFC8A06C 10 November 2 9. Renewal and Termination. This Agreement shall be automatically renewed for successive one-year periods, unless either party gives written notice of cancellation to the other party at least 30 days prior to the expiration of the original term or of any renewal term. 10. Right to Cure. In the event of a default under any of 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-day period, the non-defaulting party has the option to cancel this Agreement. 11. Other Provisions. a. The parties hereto understand and agree that Proprietor 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 Proprietor, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. b. 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 construed and interpreted under and shall be governed by the laws of the State of Colorado. c. This Agreement constitutes an agreement for provisione of the machines by Operator as an independent contractor and not as an employee of Proprietor. 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 Proprietor and Operator except that of independent contractor. Operator shall have no authority to bind Proprietor. d. 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. e. Operator shall not assign any portion of this Agreement without the prior written consent of Proprietor. Any attempt to assign this Agreement without such consent shall be void. f. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. [Signature Page to Follow] DocuSign Envelope ID: 18A138FC-358D-400A-8D2D-FAC0DFC8A06C 3 IN WITNESS THEREOF, the parties have signed this Agreement as of the date below. OPERATOR: Alpine Vending & Video, Inc. By:____________________________ Daniel F. Sunday, President Date:__________________________ PROPRIETOR: Golden Eagle Elderly Housing Corporation By:__________________________ Date:_________________________ DocuSign Envelope ID: 18A138FC-358D-400A-8D2D-FAC0DFC8A06C 11/8/2022 11/10/2022 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 have ADDITIONAL INSURED provisions or 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 11/2/2022 (303) 237-5445 (303) 239-8807 20443 Alpine Vending & Video, Inc. PO Box 5160 Avon, CO 81620 20478 A 2,000,000 2099632131 10/19/2022 10/19/2023 10,000 2,000,000 4,000,000 4,000,000 1,000,000B 2072560894 10/19/2022 10/19/2023 Golden Eagle Elderly Housing Corporation, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers are Additional Insureds under the Commercial General Liability and Auto policy of insurance. Golden Eagle Elderly Housing Corporation 700 Broadway St PO Box 850 Eagle, CO 81631 ALPIVEN-01 KSTEFANSKI MHIA, LLC 4704 Harlan St., Unit 660 Denver, CO 80212 Continental Casualty National Fire Insurance Company of Hartford X X X X X X X DocuSign Envelope ID: 18A138FC-358D-400A-8D2D-FAC0DFC8A06C