07-12-2011 AGREEMENT w Vail and Channel 5 Equipment4-
AGREEMENT
THIS AGREEMENT ( "Agreement ") is made and entered into this /& day of
—�3—u LI , 2011, (the "Effective Date ") by and between the Town of Vai1, a Colorado
home rhk municipal corporation with an address of 75 South Frontage Road, Vail, CO 81657
( "Vail "), the Town of Avon, a Colorado home rule municipal corporation with an address of P.O.
Box 975, Avon, CO 81620 ( "Avon "), and Public Access TV5, a nonprofit corporation with an
address of P.O. Box 5600, Avon, CO 81620 ( "TV5 ") (each individually a "Party" and
collectively the 'Parties ").
WHEREAS, Vail and Avon provide certain funding for TV5; and
WHEREAS, Vail and Avon desire to cooperatively purchase and thereafter share certain
production equipment more particularly described in Exhibit A, attached hereto and
incorporated herein by this reference (the "Equipment "); and
WHEREAS, Vail and Avon further desire that the Equipment be used, stored, maintained
and transported by TV5 for public benefit, including the recording of public meetings for Vail
and Avon.
NOW THEREFORE, in consideration of the compensation specified herein, the
premises, the mutual promises of the Parties, and the mutual benefits to be gained by
performance, it is agreed as follows:
1. Consideration. As a condition to the continued funding of TV5 by Vail and
Avon, and to facilitate TV5's production capabilities, the Parties agree to below terms and
conditions.
2. Purchase of Equipment. The total initial purchase cost of the Equipment is
$35,741. Within thirty (30) days of the Effective Date, Vail shall purchase the Equipment, and
Avon shall reimburse Vail for fifty percent (50 %) of the cost of the Equipment, but not to exceed
$20,000 or available PEG fees, within thirty (30) days of receipt of an invoice from Vail. The
Equipment shall be jointly owned by Vail and Avon, and TV5 shall have no ownership rights to
the Equipment.
3. Maintenance and Repairs.
a. The annual maintenance costs for the Equipment are estimated to be
$2,343.00. Vail shall pay the maintenance costs each year, and Avon shall reimburse
Vail for fifty percent (50 %) of the maintenance costs within thirty (30) days of receipt of
an invoice from Vail.
b. The cost of necessary repairs to the Equipment that are not covered by the
insurance set forth in Paragraph 6 hereof or chargeable to any other person or entity shall
be divided equally between Vail and Avon; provided that both Vail and Avon agree in
writing to the repairs.
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4. Use. The Equipment shall be used for the recording of public meetings held by
Vail and Avon. TV5 shall be responsible for transporting the Equipment to the respective
municipal buildings and thereafter recording the public meetings. Vail and Avon shall each
designate a contact person with whom TV5 shall coordinate scheduling of the Equipment.
Scheduling of the Equipment shall be on a first -come, first - served basis. On the Effective Date
of this Agreement, the regularly scheduled meetings of Vail and Avon do not conflict. Should a
scheduling conflict arise that TV5 cannot resolve, the matter shall be referred to the Town
Managers of Vail and Avon for resolution.
5. Term and Termination. The term of this Agreement shall be for five (5) years
commencing on the Effective Date, unless terminated earlier as provided in this Agreement.
Either Vail or Avon may terminate this Agreement prior to the expiration of its term upon not
less than thirty (30) days prior written notice to the other Parties; provided that the municipal
Party responsible for early termination of this Agreement shall lose all rights to the Equipment,
and title to the Equipment shall immediately transfer to the non - terminating municipal Party.
6. Assumt)tion of Risk. Each Party has independently evaluated and reviewed the
risks involved with using the Equipment. Fully understanding these risks, each Party agrees to
assume full responsibility and liability for the risk of bodily injury or property damage which
may result from use of the Equipment. Each Party will be solely and entirely responsible for its
own negligent acts and the acts of its agents, employees and representatives during the
performance of this Agreement.
7. Insurance. TV5 shall procure and maintain at its sole expense insurance
coverage, including comprehensive liability, personal injury, property damage and worker's
compensation with minimum combined single limits of six hundred thousand dollars ($600,000)
each occurrence and one million dollars ($1,000,000) general aggregate. The policy shall be
primary insurance, shall contain a severability of interests provision, and shall be endorsed to
include Vail and Avon and their officers and employees as additional insureds. No additional
insured endorsement shall contain any exclusion for bodily injury or property damage arising
from completed operations. All coverage shall be continuously maintained to cover all liability,
claims, demands, and other obligations assumed by TV5. In the case of any claims -made policy,
the necessary retroactive dates and extended reporting periods shall be procured to maintain such
continuous coverage. Failure on the part of TV5 to procure or maintain a policy or policies
providing the required coverage, conditions, and minimum limits shall constitute a material
breach of this Agreement upon which Vail or Avon may immediately terminate this Agreement,
or at their discretion, procure or renew any such policy or any extended reporting period thereto
and may pay any premiums in connection therewith, and all monies so paid shall be repaid by
TV5 upon demand. Vail and Avon each reserve the right to request and receive a certified copy
of any policy and any endorsement thereto.
8. Miscellaneous.
a. Governing Law and Venue. This Agreement shall be governed by the
laws of the State of Colorado, and any legal action concerning the provisions hereof shall
be brought in Eagle County, Colorado.
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b. No Waiver. Delays in enforcement or the waiver of any one or more
defaults or breaches of this Agreement by a Party shall not constitute a waiver of any of
the other terms or obligation of this Agreement.
C. Integration. This Agreement constitutes the entire agreement between the
Parties, superseding all prior oral or written communications.
d. Third Parties. There are no intended third -party beneficiaries to this
Agreement.
e. Notice. Any notice under this Agreement shall be in writing, and shall be
deemed sufficient when directly presented or sent pre -paid, first class United States Mail
to the party at the address set forth on the first page of this Agreement.
f. Severability. If any provision of this Agreement is found by a court of
competent jurisdiction to be unlawful or unenforceable for any reason, the remaining
provisions hereof shall remain in full force and effect.
g. Modification. This Agreement may only be modified upon written
agreement of the Parties.
h. Assignment. Neither this Agreement nor any of the rights or obligations
of the Parties hereto shall be assigned without the written consent of the other Parties.
i. Governmental Immunity. Vail and Avon and their officers and employees
are relying on, and do not waive or intend to waive by any provision of this Agreement,
the monetary limitations (presently one hundred fifty thousand dollars ($150,000) per
person and six hundred thousand dollars ($600,000) per occurrence) or any other rights,
immunities, and protections provided by the Colorado Governmental Immunity Act,
C.R.S. § 24 -10 -101, et seq., as amended, or otherwise available to Vail or Avon and their
officers or employees.
j. Subject to Annual Appropriation. Consistent with Article X, § 20 of the
Colorado Constitution, any financial obligation of Vail or Avon not performed during the
current fiscal year are subject to annual appropriation, and thus any obligations of the
Town hereunder shall extend only to monies currently appropriated and shall not
constitute a mandatory charge, requirement, debt or liability beyond the current fiscal
year.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the
day and year first above written.
ATTEST:
TOWN OF VAIL, COLORADO
Stan Zemler, Town Manager
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711412011
Lorelei Donaldson, Town Clerk
APPROVED AS TO FORM:
Matt Mire, Town Attorney
711412011
�pW N OFgGO2
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By:
Name:
Its:
PUBLIC ACCESS TV5
ss.
COUNTY OF )
The foregoing instrument was subscribed, sworn to, and acknowledged before me
this day of , 2011, by as
the of Public Access TV5.
(SEAL)
My commission expires:
Notary Public
7/14/2011