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HomeMy WebLinkAboutC02-287 Vail Valley Jet CenterCoz,—Zg'7-76 AGREEMENT BETWEEN EAGLE COUNTY AND THE VAIL VALLEY JET CENTER, LLC FOR THE IMPROVEMENTS, MAINTENANCE AND REPAIR OF EAGLE COUNTY AIRPORT GATE #4 l n THIS AGREEMENT is dated as of thezz°Lday o u kk--�2002, by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter called "Owner"), and the Vail Valley Jet Center, LLC (hereinafter called "WJC"), a Colorado limited liability company. Owner and WJC, in consideration of the mutual covenants set forth, agree as follows: ARTICLE 1 -WORK WJC shall complete all work as specified or indicated in the attached Exhibit A which is incorporated herein by this reference (hereinafter called "Work"). The Work is generally described as enhancement of the Eagle County Airport Gate #4 by the attachment of wrought iron trees and mountain design to the existing gate. ARTICLE 2 - OWNER'S REPRESENTATIVE The Eagle County Airport Manager or his designee shall be Owner's representative for purposes of this Agreement. ARTICLE 3 - VVJC REPRESENTATIVE shall be VVJC's representative for purposes of this Agreement. All correspondence between the parties hereto regarding the work shall be between and among the designated representatives. ARTICLE 4 - VVJC'S REPRESENTATIONS In order to induce Owner to enter into this Agreement, the WJC promises to perform as set forth in this Agreement and makes the following representations and warranties: 4.1 The WJC has familiarized itself with all aspects associated with the Work including all local conditions, permits, fees, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of the Work. Owner assumes no responsibility for any understanding or representations prior to the execution of this Agreement unless such understanding or representations are stated herein. FAAGREO X Gate #4 Repair Agreement.wpd Page I Len 4.2 The WJC is responsible for obtaining all permits and payment of all fees associated with the Work. 4.3 The WJC will be responsible for any defect in materials or workmanship or physical condition of the gate or associated with the Work which may affect Airport operations or Airport security and will seek to remedy any conditions affecting the Airport as required by the Owner. 4.4 The WJC has made, or caused to be made, examinations, investigations, and tests and studies associated with the Work as deemed necessary for the successful performance of the Work. 4.5 WJC shall supervise, direct and coordinate the work. 4.6 All work will be performed in a good and workmanlike manner and shall be in accordance with this Agreement. ARTICLE 5 - COSTS AND EXPENSES 5.1 The WJC shall be solely liable for all costs and expenses associated with the Work including but not limited to labor, materials, equipment, tools, licenses and other services as may be necessary for the proper execution and completion of the Work and utility installations and services. WJC shall be responsible for bringing any additional services and utilities required for the operation of Gate #4 due to the Work. 5.2 The WJC accepts Gate #4 in its existing, as -is condition. 5.3 The WJC will be responsible for all maintenance and repair, including all parts, components, motors, and associated enhancements associated with Gate #4 from date of execution of this Agreement. 5.4 WJC shall maintain Gate #4 in good and clean repair and is solely responsible for it being in a condition suitable to Owner. 5.5 Such maintenance and repair of the improved gate shall remain the obligation of the WJC for so long as the gate is required by Owner. 5.6 Should WJC fail to maintain and repair the gate as set forth in this Agreement, then Owner may, but shall not be required to, make such repairs or perform maintenance. WJC shall be solely responsible for any expenses incurred by Owner and shall promptly pay any invoices for such maintenance and repair. F:\.AGREEIWJC Gate #4 Repair Agreement.wpd Page 2 M This Contract may only be altered, amended, or repealed by an executed, written amendment. ARTICLE 6 - DESIGN The Work includes the design of the gate consistent with the Specifications as approved by the Board of County Commissioners. Any changes in the design is subject to acceptance by Owner, and WJC shall obtain such acceptance in writing before ordering materials. Following acceptance, the documents comprising the design shall become a part of this Agreement. All Work, materials and equipment incorporated into Gate No. 4 will pass to and become the property of Eagle County free and clear of all liens, claims and security interests. ARTICLE 7 - INSURANCE WJC shall purchase and maintain in a company or companies to which Owner has no reasonable objection such insurance as will protect WJC and Owner from any claims which may arise out of or result from WJC's operations under the Agreement, whether such operations be by WJC or by any subcontractors or by anyone directly or indirectly employed by WJC. The insurance required shall be written for not less than any limits of liability required by law or as set forth below, whichever is greater. All such insurance shall be written by companies authorized to do business in the state of Colorado. a. WJC shall obtain Worker's Compensation coverage including occupational disease, and Employee's Liability Insurance in amounts and coverage as required by the laws of the state of Colorado. b. Comprehensive General Liability insurance with bodily injury limits of $500,000 for any one (1) person in any one occurrence and $1,000,000 for two or more persons in any one occurrence with property damage liability limits of $500,000 in any one occurrence. Certificate of insurance shall be filed prior to commencement of the Work. Certificates shall name Eagle County as an additional insured. F:IAGREEIWJC Gate #4 Repair Agreement.wpd Page 3 I ARTICLE 8 - INDEMNIFICATION To the fullest extent permitted by law, WJC shall indemnify and hold Eagle County, its board, commissioners and employees harmless from and against any claims, damages, losses & expenses affecting property or persons, including but not limited to, attorneys' fees arising out of or resulting from the performance of this Agreement. ARTICLE 9 - MISCELLANEOUS 8.1 No assignment by a party hereto of any rights hereunder will be binding on another party hereto without the written consent of the party sought to be bound. 8.2 Owner and WJC each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 8.3 ATTORNEY'S FEES: In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an action be brought for injunction or specific performance, then and in such events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including reasonable attorney's fees. 8.4 APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 8.5 INTEGRATION: This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in the Contract Documents. 8.6 NOTICE: Notice shall be provided to the respective parties by being given to the persons at the addresses as follows, until changed by written notice: To Owner: Eagle County Attn: Airport Manager P.O. Box 850, Eagle, Colorado 81631 Phone: 970-524-8246 F:\AGREEIWJC Gate #4 Repair Agreement.wpd Page 4 WJC: Vail Valley Jet Center Attn: President 0871 Cooley Mesa Road Gypsum, Colorado 81637 Phone: 970-524-7700 Written notices shall be delivered personally, by commercial messenger service or by prepaid U.S. mail. Notices also may be given by facsimile transmission provided an original is also promptly delivered. Notice is deemed given on the first to occur of fax delivery during regular business hours or three calendar days after depositing in the mail. [signature page next page] F:IAGREEIWJC Gate #4 Repair Agreement.wpd Page 5 cm IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective on the date first above written. ATTEST p-41 4 6A�'=f Co` � Z By. I Clerk of the oard of County Commissioners °Otonp. 0 STATE OF COLORADO "Owner": COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD O COUNTY COMM STONERS 0L AO By. MAW Michael L. Gallag r, Chairman VAIL V EY JETI NTER: BY: BryaA Burns, President ss: County of Eagle ) On this �day of�o'6&- 2002, came before me, a notary public, 0, own to me to be t r-K->t� acknowledged to me that he executed the forego ng document, that he executed it in that capacity, and that the same was the act of the corporation. My commission expires: -2z o U Notary Public F:\ACREE\V VJC Gate #4 Repair AgreemenLwpd F:\AGREE\WJC Gate #4 Repair AgreemenLwpd Page 6 1) X- ,:-2J6' \Oot>EUA �OG-s Lw�-r I RZ-A —iiubk mo tAJ-fpld Exhibit A I I - `.f � DkAi:e___ _ IB— UTTION Originals to: I. Contract Book conies to: Accounting