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09-21-2015 MOU For Vehicle & Equipment Storage at the Annex Building Tract NMEMORANDUM OF UNDERSTANDING FOR VEHICLE AND EQUIPMENT STORAGE AT ANNEX BUILDING, TRACT N, TOWN OF AVON, CO THIS LEASE AGREEMENT ( "Agreement ") is entered into on September 21, , 2015, between the Vail Salvation Army ( "Lessee "), doing business as a Colorado non - profit, whose address is P.O. Box 2183, Edwards, Colorado 81632 and the Town of Avon, as Lessor ( "Avon "), a Colorado Home rule municipality, located at One Lake Street, Avon, Colorado (individually at "Party" and collectively, the "Parties "). This Agreement sets forth the terms and conditions for Salvation Army to lease vehicle storage for a 2008 GMC vehicle, License Plate No. CO 948504J ( "Vehicle "), and equipment storage space from Avon for storage use at the Annex Building, located at Tract N, Avon, CO ( "Premises "). 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 Salvation Army and Avon, the Parties do hereby agree as follows: 1. Term. The term ( "Term ") of this Agreement shall be for two (2) years, commencing September 1, 2015 and ending August 31, 2017, unless earlier terminated as hereinafter provided. 2. Lease. Avon agrees to lease the Premises to Salvation Army for the Vehicle and equipment storage subject to the terms and conditions of this Agreement. 3. Lease Payment Amount. During the term of this Agreement the following stipulations are set forth, a. Rent shall be $0.00 per month; and b. The utility charges, including water, sewer and natural gas, and electricity will be paid by Avon. 4. Limits on Use. No other services by Avon are included other than those explicitly listed herein. Other uses of the Premises are not permitted without Avon's written consent and will be considered a breach of this Agreement. The following additional limitations on use apply: (a) Salvation Army agrees that use of the Premises is "at your own risk". (b) The Vehicle and equipment storage area shall as designated by Avon in accordance with this Agreement. Equipment storage shall be limited to two refrigerators and such other equipment as Avon may approve in writing. (c) Salvation Army agrees to immediately notify Avon of any defects or dangerous conditions in and about the Premises of which Salvation Army becomes aware. Salvation Army agrees to reimburse Avon, upon demand by Avon, for the cost of repairing any damage to the Premises caused by acts or omissions of Salvation Army- Avon-Salvation Army Storage Lease August 1, 2015 Page 1 of 4 5. Access. Avon shall provide an access code or key to Mr. Dan Smith as the only designated representative of Salvation Army, who may have access to the Vehicle and equipment storage space at any time for vehicle maintenance and emergency response. Any other Salvation Army personnel, who may require access to the Vehicle and equipment storage space, shall first receive prior approval by providing the Public Works Director no less than twenty -four (24) hours' notice either by phone or email for approval. The access control is not to deny the needs of the Salvation Army but rather to recognize that the Town has publically owned equipment and vehicles in the facility and, as part of the Town's responsibility to the public, access must be controlled to the facility. 6. Facilities. Avon represents that its facilities are adequately equipped to offer the services described herein. 7. Termination. Salvation Army or Avon may terminate this Lease Agreement without cause by providing at least five (5) days prior written notice to the other Party. In the event of any material breach of this Agreement by Salvation Army, the Avon may terminate this Agreement immediately upon providing written notice of termination to Salvation Army. 8. Liability and Indemnification. Salvation Army, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors, or omissions of Avon or of any officer or employee thereof. Likewise, Avon, its officers and employees, shall not be deemed to assume any liability for intentional or negligent acts, errors or omissions of Salvation Army or by any officer or employee thereof. Salvation Army agrees to indemnify, defend and hold harmless to the extent allowed by law, Avon, its respective agents, officers, servants and employees of and from any and all loss, costs, damage, injury, liability, claims, liens, demands, action and causes of action whatsoever, arising out of or related to Salvation Army's intentional or negligent acts, errors, or omissions or that of its agents, officers, servants, and employees, whether contractual or otherwise. Likewise, Avon agrees to indemnify, defend and hold harmless to the extent allowed by law, Salvation Army, its respective agents, officers, servants and employees of and from any and all loss, costs, damage injury, liability, claims, liens, demands, action and causes of action whatsoever arising out of or related to Avon's intentional or negligent acts errors or omissions or that of its agents, officers, servants and employees, whether contractual or otherwise. 9. Insurance. The Parties must carry valid insurance for any individuals and property that are involved in use of the Premises. Avon is not liable for damage to Salvation Army owned property while located on the Premises, including acts of vandalism, theft, or comprehensive damage of same vehicles, unless such damage or theft is caused by the negligent operation or management of Avon. The Parties must each carry property damage and general liability insurance policies, each in the amount of $1,000,000 per occurrence and $2,000,000 aggregate. 10. Relationship of the Parties. The relationship between the Parties is that of independent contractor, and nothing herein shall be deemed or construed as creating a relationship of principal and agent, partnership, joint venture, or ownership interest in the real property. 11. No Waiver of Governmental Immunity. Nothing in this IGA shall be construed to waive limit, or otherwise modify any governmental immunity that may be available by law to Avon, its respective officials, employees, contractors, or agents, or any other person acting on Avon - Salvation Army Storage Lease August 1, 2015 Page 2 of 4 behalf of Avon, 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. 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, or given by electronic e-mail provided that e-mail shall not be deemed delivered until acknowledged by recipient, addresses as follows: To Avon: Town of Avon Attn: Town Clerk One Lake Street P.O. Box 975 Avon, CO 81620 Ph.: 970 - 748 -4000 E -Mail: dhoppe @avon.org To Salvation Army: Salvation Army Attn: Dan Smith 322 E. Beaver Creek Blvd. P.O. Box Avon, CO 81620 Ph.: (970) 748 -0704 E -Mail: terry- dan @comcast.net 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, including any agent, sub - consultant or sub - contractor of Avon or Salvation Army. 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. / /Signature Page Follows // Avon - Salvation Army Storage Lease August 1, 2015 Page 3 of 4 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written. TOWN OF AVON ATTEST: Debbie Hoppe, Town Clefk SALVATION ARMY Avon - Salvation Army Storage Lease August 1, 2015 Page 4 of 4 By: —� Virginia Egger Tc t n anager Date: q. z - 30 APPROVED AS TO FORM: O By: Eric J. HeiltjAn Attorney SALVATION ARMY, By and Through Its Advisory Board Chairman a IV 445w"" By:_ Dan Smith Date: 9/1/2015 SALVARM -01 TAWDEOF A`"J? CERTIFICATE OF LIABILITY INSURANCE DATE (M 9/28//201201YYY) 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 Willis Insurance Services of California, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 37230 -5191 CONTACT NAME: Willis Certificate Center PHONE //877 945 -7378 FAX (888) 467 -2378 Ext :l ) A/C No A/C No ADDRESS: certificates @willis.com MM DDY EXP /YYYY LIMITS A INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Lexington Insurance Company 19437 027712409 INSURED INSURER B: EACH OCCURRENCE INSURER C: The Salvation Army - Division 7 INSURER D: 180 East Ocean Blvd. Long Beach, CA 90802 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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. INTR R TYPE OF INSURANCE NSD WVD POLICY NUMBER POLICY EFF MM DDY EXP /YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FXI OCCUR 027712409 1010112014 10101/2015 EACH OCCURRENCE $ 2,000,00 PREMISES Ea occurrence) $ 1,000,00' MED EXP (Any one person) $ PERSONAL & ADV INJURY $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY ❑ JE C LOC GENERAL AGGREGATE $ 4,000,001 PRODUCTS - COMP /OP AGG $ 4,000,00 $ OTHER: AUTOMOBILE LIABILITY ANY AUTO d COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? F—] NIA STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Division #07 -115 Re: Annex Building, Tract N Avon, CO, 81620 own of Avon is included as an Additional Insured as respects to General Liability where required by written contract. CERTIFICATE HOLDER CANCELLATION City of Avon 1 Lake Street 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 @ 1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD