Alpine Vending Contract DocuSign Envelope ID:6CB48EFE-9CBE-428D-A3E3-E5761A23CF32
License Agreement
THIS LICENSE AGREEMENT(the"License")is dated and effective this 1st day of June,
2022(the"Effective Date")by and between the Town of Avon,a municipal home rule corporation
and political subdivision of the State of Colorado (the "Town"), and Alpine Vending & Video,
Inc.,having its principal place of business at P.O.Box 5160 Avon,Colorado 81620 ("Operator").
Recitals
Whereas, the Town owns and operates the Avon Recreation Center located at 90 Lake
Street(the "Premises"); and
Whereas,the Town desires to grant to Operator an exclusive temporary revocable license
to install and service Snack and Beverage Vending Machines within the facilities of the Avon
Recreation Center(the "Premises"); and
Whereas, Operator desires to install and maintain its Snack and Beverage Vending
Machines upon the Premises for the purpose of selling snacks and beverages.
NOW, for and in consideration of the recitals, mutual covenants, agreements, and other
good and valuable consideration exchanged herein, the receipt and sufficiency of which is
acknowledged,the Parties do agree as follows:
Agreement
1. Incorporation of Recitals. The Parties represent and agree that the Recitals above are
true and correct, and the Recitals are incorporated herein by this reference.
2. License. The Town hereby grants to Operator an exclusive temporary revocable license
to install and service Snack and Beverage Vending Machines (the "Vending Machines") upon the
Premises beginning on the Effective Date and terminating on December 31,2022.
3. Installation and Services. The Vending Machines shall be installed by the Operator at
its sole expense, and shall be placed, maintained, and serviced by the Operator at its sole expense
so as to ensure that the Vending Machines are kept in good working order and condition, and
adequately stocked. Operator shall complete the installation and provide service in a manner
consistent with that degree of care and skill ordinarily exercised by members of the same
profession currently practicing under similar circumstances in Colorado.Operator hereby warrants
that that it has the workforce,training, experience,and ability necessary to property complete the
installation and service the Vending Machines in a safe fashion.
4. Renewal. This License shall be automatically renewed for successive one-year terms
beginning on January 1 and terminating on December 31,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 successive term.
DocuSign Envelope ID:6C848FFE-9CBE-428D A3E3-E5761A23CF32
5. Insurance.The Operator shall obtain and continuously maintain sufficient insurance to
cover all liability,claims, and demands arising out of the operation of the Vending Machines upon
the Premises and the sale of products therefrom.
6. Indemnity. To the fullest extent permitted by law, Operator shall indemnify, defend,
and hold harmless the Town, its members, affiliates, officers, directors, partners, employees,
agents against all claims, damages, losses, and expenses, including but not limited to reasonable
attorneys' fees,arising out of this License.
7. Compliance with Laws. The Operator shall comply and cause all of its service
personnel, employees and agents to comply with all laws, ordinances, rules and regulations in
effect upon the Premises.
8. Statement of Sales. Operator agrees to remit to the Town 15%commission of the gross
revenue, less applicable state and local sales and use tax and Credit/Debit Card usage fees, if any,
from all Vending Machines, payable on a continuing monthly basis. No monies are due, and no
commission amounts will be payable if the total commission due for any given month is less than
$25.00.
9. Ownership of Machine. The Town acknowledges that the Vending Machines are the
sole property of the Operator, and that nothing in this License or in the relationship between the
Parties will give the Town any proprietary interest in such vending machines.
10. Refunds. Operator will refund monies to the Town, which the Town has advanced to
customers for machine failures,upon presentation of satisfactory evidence of same to Operator.
11. Right to Cure. In the event of a default under any of the terms and conditions set forth
in this License by the Operator, the Town shall give written notice of the default. The Operator
shall then have 30 days to cure said default. If said default is not cured at the end of the 30 day
period,the Town has the option to immediately revoke the License.
12. No Recordation.The Parties hereby agree that this License shall not be recorded in the
public records of the Clerk and Recorder of Eagle County, State of Colorado.
13. Governing Law and Venue. This License shall be construed by and governed in
accordance with the laws of the State of Colorado. Venue for any action arising under this License
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 License, 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 License. The Parties agree the rule providing ambiguities in a contract are to
be construed against the drafting Party shall not apply to the interpretation of this License.
(Signature page immediately follows)
DocuSign Envelope ID:6C648FFE-9CBE-428D-A3E3-E5761A23CE32
IN WITNESS THEREOF,the Parties have signed this License as of the Effective Date.
Town of Avon Alpine Vending& Video,Inc.
Docu5ignod by:
AkittLa 4
By: omArarromAc...
Name: Michael Labagh Name: Daniel F. Sunday
Title: Recreation Director Title: President
Approved as to Form:
Karl Hanlon,Town Attorney