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Home My WebLink AboutECAT C05-117 Vail Resorts605-- 11-1- 40 AGREEMENT BETWEEN THE EAGLE COUNTY AIR TERMINAL CORPORATION AND VAIL RESORTS FOR DISPLAY OF VOLVO SUV AUTOMOBILE This Agreement made and entered into this 240' day of March 2005, by and between Eagle County Air Terminal Corporation, a not for profit 63-20 Corporation of the State of Colorado (hereinafter "ECAT"), and Vail Resorts Management Company, a corporation organized and existing under the laws of the State of Colorado and authorized to do business in the State of Colorado (hereinafter "Vail Resorts"). WITNESSETH: WHEREAS, ECAT owns and operates the Eagle County Air Terminal Building located on the Eagle County Regional Airport, in the Town of Gypsum, Eagle County, Colorado. WHEREAS, Vail Resorts is desirous of displaying a Volvo SUV automobile at the Air Terminal Building for advertising purposes. WHEREAS, ECAT agrees to allow Vail Resorts to use advertising display space at the Air Terminal Building for display of a Volvo SUV automobile for a sponsorship fee, or vehicle trade, and pursuant to Vail Resorts' agreement to the terms and conditions herein. CONDITIONS: 1. For use of advertising display space at the Air Terminal Building for display of a Volvo SUV automobile, Vail Resorts agrees to pay ECAT a sponsorship fee of Six Thousand Dollars ($6,000.00) per year, payable each August throughout the duration of this Agreement. Should both parties mutually agree, the sponsorship fee may be substituted with a number, to be determined, of vehicles in lieu of cash payment. The term of this Agreement shall be for two (2) years commencing on the day and year first above written and terminating two (2) years from that same date. 2. The location of display(s) shall be at the sole discretion of ECAT and shall be subject to withdrawal or movement at any time. The automobile shall be displayed until such time as either Vail Resorts or ECAT notifies the other party of its desire to terminate the display. Upon termination for any reason, Vail Resorts agrees to promptly remove the display from the Air Terminal Building property and restore the same to its condition preceding Vail Resort's use, within seven (7) days of the termination, at Vail Resort's sole expense. Notwithstanding the foregoing, ECAT may at any time remove said display and store the same upon 7 days' notice to Vail Resorts. Vail Resorts agrees to hold ECAT and Eagle County harmless for any damage to property caused by the removal and storage of the display. If Vail Resorts fails to pick up and remove stored or displayed automobile within seven (7) days of the termination notice or upon another date specified by ECAT, Vail Resorts agrees to be responsible for the cost of storage. Vail Resorts agrees to be fully bound by all terms and conditions of this agreement during the time the display is exhibited and/or stored by ECAT. 3. All displays shall be unattended and shall not contain lighting elements of any kind. There shall be no on -site sales of displays. Vail Resorts may display a free-standing stand next to the vehicle to provide vehicle information, contact information, and business cards that identify sales information. 4. Vail Resorts will not display the automobile in any way that violates any present or future laws, rules, requirements, orders, directions, ordinances or regulations of the United States of America, State of Colorado, County of Eagle, or other municipal, governmental, or lawful authority whatsoever having jurisdiction. 5. Vail Resorts shall be responsible for the installation and removal of the display, at its sole expense. Such installation and removal of display must be performed during off- peak hours at a reasonable time specified by ECAT. Vail Resorts shall notify and coordinate with ECAT prior to installation and removal of the display to avoid disruption to operations at the Air Terminal Building. All installation and removal shall be supervised by ECAT personnel. Vail Resorts is responsible for all maintenance and repairs of the display, including the regular cleaning of the display. Vail Resorts shall repair any damage made to the premises when installing, removing, or maintaining the display. 6. In consideration for the use of the display space and the permissions granted hereunder, Vail Resorts agrees to assume all risks associated with the installation, display, maintenance, or removal of the automobile and agrees to hold harmless, release, defend and indemnify ECAT and Eagle County, their commissioners, boards, employees, agents and insurers (each hereinafter a "ECAT Released Party") from all liabilities, litigation and/or claims for injury or death to persons or damage to property arising from the installation, display, maintenance, or removal of the automobile, including claims based on alleged or actual negligence or breach of any express or implied warranty. ECAT shall not be liable for any loss of display or for any damage to the display resulting from any cause whatsoever, including but not limited to damage to the vehicle resulting from any accumulation of snow or ice on the terminal building roof, and Vail Resorts agrees to make no claim for any such loss or damage against ECAT and Eagle County, their commissioners, boards, employees, agents and insurers, at any time. Vail Resorts agrees to indemnify each ECAT Released Party for any injuries to Vail Resorts or to other person(s) or property that Vail Resorts may cause as a result of or otherwise associated with the installation, display, maintenance, or removal of the automobile. Furthermore, Vail Resorts agrees the indemnity detailed immediately above shall cover all harm flowing from the activities comprising the installation, display, maintenance, or removal of the automobile. The provisions of this paragraph 6 shall survive any termination or expiration of this Agreement with respect to any liability, injury or damage occurring prior to such termination. Except as specifically set forth above, Vail Resorts does not assume any risks associated with the normal business operations of any ECAT Released Party, any negligence or willful misconduct of any ECAT Released Party, nor shall Vail Resorts be required to indemnify any ECAT Released Party for any claim arising from the same. 7. All notices to be given with respect to this Agreement shall be in writing. Each notice shall be sent first class mail, postage prepaid, 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. ECAT Attn: Ovid Seifers 500 Broadway P.O. Box 850 Eagle, CO 81631 With a copy to: Eagle County Attorney's Office 500 Broadway P.O. Box 850 Eagle, CO 81631 Vail Resorts Attn: Mark Manley P.O. Box 7 Vail, CO 81658 Every notice shall be deemed effective three (3) business days from the postmark date stamped by the United States Postal Service. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. 8. In the event that a party must pursue litigation or other action or proceeding arising out of the performance or nonperformance of the other party hereunder, including any indemnities herein contained, such 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. 9. This document 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 document. [CONTINUE TO SIGNATURE PAGE.] .. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. 40, rA r�- ST/ M AIR TERMINAL CORPORATION President VAIL RESORTS MANAGEMENT COMP By:�— Name: /r4 sGGrcY a l i , rt C�,rf Title: Cod d Sc.1Z� S� Q Date: Approved as to Form: Vail Resorts Legal Department BY: Name: . M. A N Date: Z • o .1.000 I.AW4 aisxxlB h ra iv Originals to 1. C ntract Rook 2. T' 3.- 4, SIP - lF'�1J01 ^O05 Copies to: 1. Accounting q 3. 4. OFFICE OFTHE COUNTYATTORNEY (970) 328-8685 FAX: (970) 328-8699 www.eaglecounty.us April 19, 2005 Vail Resorts P.O. Box 7 Vail, CO 81658 Attn: Mark Manley Dear Mr. Manley: Enclosed for your records is an original Agreement between Eagle County Air Terminal and Vail Resorts for display of Volvo SUV automobile. Please do not hesitate to contact the Attorney's office if you have any questions. Enclosures Very truly yours, Pauline Ng Administrative Assistant Eagle County Building, 500 Broadway, P.O. Box 850, Eagle, Colorado 81631-0850