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02-01-2015 Town of Avon Agreement With Vail Valley Foundation For Street Paver & Asphalt RepairAvCOLO�IADU 2015 Alpine World Ski Championships TOWN OF AVON AGREEMENT WITH VAIL VALLEY FOUNDATION FOR STREET PAVER AND ASPHALT REPAIR THIS AGREEMENT ( "Agreement ") is made and entered into on February 1, 2015, by and between the Town of Avon ( "AVON "), a home rule municipality of the State of Colorado, with its principal offices at One Lake Street, Avon, Colorado, 8162o, and the Vail Valley Foundation ( "VVF "), a Colorado nonprofit corporation, with its principal offices at go Benchmark Road, Suite 30o, Avon, CO 81620, to allow four (4) buses to be used for media associated with the 2015 Alpine World Ski Championships ( "AWSC ") to operate on a limited street route with cable chains in accordance with the terms of this Agreement. RECITALS WHEREAS, VVF has requested that four (4) media buses operated by ECO Transit, be allowed to travel with cable chains on all tires on a limited route in Avon with restricted times even if the approved route is dry streets without any snow; and WHEREAS, AVON and VVF desire to address responsibility, liability and compensation for any damage to Avon's roads that is caused by the use of cable chains on a media bus. NOW, THEREFORE, for good and valuable consideration, the receipt of sufficiency of which is acknowledged, and for mutual promises contained herein, the parties agree as follows: TERMS AND CONDITIONS ,. VVF Acknowledges that the use of cables or chains on Avon's roads when dry or with little snow coverage can be expected to cause damage to the paved asphalt surface and to pavers and that Avon Road has a new asphalt mat which was installed in June, 2014. z. The approved route on Avon roads for four (4) media buses operated by ECO Transit shall be from the Avon Transit Station east on Benchmark Road, south onto Avon Road continuing to and past Roundabout #5 to the Beaver Creek Resort, and then return from Beaver Creek Resort onto Avon Road, turning onto Riverfront Lane looping back to the Avon Transit Station across the railroad crossing. The bus will be supplied with chains in Beaver Creek Resort. An alternate return route may be from Village Road to Prater Road onto West Beaver Creek Boulevard to Lake Street and Benchmark Road. 3. The four (4) chained buses shall only operate between the hours of 5:3o a.m. to g:oo a.m. from February 2nd to February 15th, 2015. Z VVFAGREEM ENT FOR STREET ASPHALT AND PAVER REPAIR Page i of 4 4. It is expressly understood no other Avon streets or roads shall be used by the media bus or any other bus contracted for by VVF for use during the 2015 AWSC when tires are chained. 5. VVF agrees to pay for any and all damage to Avon's roads which are caused by the use of the media bus with cable chains. The cost of repairs to Avon's roads shall include, but not be limited to, construction of actual repairs, engineering, bidding, contractor fees, surveying, legal, traffic control and Town staff time to administer such repairs. 6. If AVON at anytime during the period of media bus use determines that damage has started to occur or is occurring, the use of the media bus with chains will immediately cease upon verbal or written notice by AVON to VVF. 7. A Damage Deposit of $1o,000.00 will be submitted by VVF by not later than February 2 "d, 2015, noon. It is acknowledged that the Damage Deposit may be insufficient if damage occurs and that repairs can exceed $80,000.00. 8. AVON shall document damage to VVF within 48 hours of observation and shall provide a written estimated cost of repair by no later than March 1, 2015. VVF shall provide payment to AVON for the estimated cost of repair within ten (1o) business days of receipt of the written estimated cost of repair. q. Upon repairs being completed, AVON shall provide a written accounting to VVF with either the return of any unused portion of the estimated payments made to date by VVF or an additional billing for actual costs which exceed the VVF deposits made to date. If additional payment is due by VVF, VVF shall provide payment to Avon within ten (10) business days receipt of the actual cost of repairs with exceed the VVF deposits and payments made to date. ,o. If no damage is identified by AVON, the Security Deposit will be returned in full within five (5) business days of the determination. ». If VVF fails to provide payment to Avon as required in Paragraphs 8 and g, VVF shall be in default of this Agreement and AVON may pursue any and all remedies in law and /or equity, and shall be entitled to interest in the amount set forth in Avon Municipal Code Section 3.32.010 and shall be entitled to recover all costs associated with collection of amounts due, including but not limited to reasonable attorneys' fees. 12. This Agreement represents the entire agreement between the parties and there are no oral or collateral agreements or understandings. VVF and AVON agree that time is of the essence for the parties to meet the Terms and Conditions of this Agreement. The parties agree that this Agreement may be amended by written mutual agreement, including the use of email. 13. If any other provision of this Agreement is held invalid or unenforceable, no other provision shall be affected by such holding, and all of the remaining provisions of this VVFAGREEM ENT FOR STREET ASPHALT AND PAVER REPAIR Page 2 of 4 Agreement shall continue in full force and effect. Invalidation of the Agreement in its entirety shall revoke any authorization, whether explicit or implied to the continuing use and occupancy of the Town Property for the Private Improvements. 14. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article lo, Part 1 of the Colorado Revised Statutes. 15. Indemnity: To the fullest extent permitted by law, VVF shall indemnify, defend and hold harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to reasonable attorney's fees, arising out of the performance of this Agreement, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of VVF, anyone directly or indirectly employed by VVF or anyone for whose acts VVF may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 16. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 17. Any notice to either party under this Agreement shall be in writing to the following addresses: VAIL VALLEY FOUNDATION Mr. Robert Gaffney Chief Financial Officer rgaffney. @vvf.org PO Box 309 Vail, CO 81558 AVON Virginia C. Egger Town Manager, Town of Avon vegger@avon.org VVFAGREEM ENT FOR STREET ASPHALT AND PAVER REPAIR Page 3 of 4 P. O. Box 975 Avon, CO 81620 18. The undersigned persons represent that they are expressly authorized to execute this Agreement on behalf of the Parties and to bind their respective parties and that the parties may rely upon such representation of authority. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. TOWN OF AVON By and Through Its Town Manager By: �1 = Date: 2 Attest: Virginia C. E ' er, Town Mai ager VAIL VALLEY FOUNDATION By: Date: Mr. Robert Gaffney Chief Financial Officer Vail Valley Foundation VVFAGREEM ENT FOR STREET ASPHALT AND PAVER REPAIR Page 4 of 4 ACORD,M CERTIFICATE OF INSURANCE February 2, 2015 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND Grizzly Insurance Agency, LLC Y 9 ys CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATES DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE PO Box 1927 AFFORDED BY THE POLICIES BELOW. Castle Rock, CO 80104 INSURERS AFFORDING COVERAGE INSURER Philadelphia Insurance Company A INSURED INSURER Vail Valley Foundation, Inc. 90 Benchmark, Suite 300 B Pinnacol Assurance Company INSURER Avon, CO 81620 INSURER D COVERAGES 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. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM /DD/YY POLICY EXPIRATION DATE MM /DD/YY LIMITS GENERAL LIABILITY GENERAL AGGREGATE 2,000,000 A X COMMERCIAL GENERAL LIABILITY RODUCTS- COMP /OP AGG 2,000,000 CLAIMS MADE X❑ OCCUR. PHPK791103 11/1/2014 11/1/2015 ERSONAL & ADV. INJURY 1,000,000 OWNERS' & CONTRACTOR'S PROT. EACH OCCURRENCE 1,000,000 IRE DAMAGE (Any One Fire) 500,000 ED. EXP. (Any One Person) 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (EACH ACCIDENT) ALL OWNED AUTOS BODILY INJURY (PER ACCIDENT) SCHEDULED AUTOS PHPK791103 HIRED AUTOS PROPERTY DAMAGE NON -OWNED AUTOS GARAGE LIABILITY AUTO ONLY - EA ACCIDENT ANY AUTO OTHER THAN AUTO ONLY: EACH ACCIDENT EXCESS LIABILITY EACH OCCURRENCE 5,000,000 AGGREGATE 5,000,000 A X OCCUR El CLAIMS MADE PHUB254242 11/1/2014 11/1/2015 DEDUCTIBLE RETENTION $ X PER PTATUTE B WORKERS COMPENSATION AND 2241622 11/1/2014 11/112015 EMPLOYERS LIABILITY .L. EACH ACCIDENT $500,000 .L.DISEASE — EAEMPLOYEE $500,000 .L. DISEASE — POLICY LIMIT $500,000 OTHER C INLAND MARINE /EQUIPMENT PHPK791103 11/1/2014 11/1/2015 Equipment Limit $25,000 Deductible $500 DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /SPECIAL ITEMS - 2015 Alpine World Ski Championships STREET PAVER AND ASPHALT REPAIR The Certificate Holder(s) is added as an additional insured but only with respect to liability arising out of operations of the named insured during he policy period. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE (additional insured) Town of Avon and its employees EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, EXCEPT 10 DAYS FOR NON- PAYMENT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR PO Box 975 LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. 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